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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

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

 FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2023

 OR

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

 FOR
THE TRANSITION PERIOD FROM __________ TO __________

 COMMISSION
FILE NUMBER 000-31267

INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 27-1296318

 State
 or other jurisdiction of

 Incorporation
 or Organization

 I.R.S. Employer

 Identification No.

 W. Broadway, Suite 1450

 San
 Diego, CA

 92101

 Address
 of Principal Executive Offices

 Zip
 Code

 (786) 738 9012

 Registrant's
Telephone Number, Including Area Code

 Former
Name, Former Address and Former Fiscal Year, if Changed Since Last Report

 SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

 SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock, par value $0.0001

 HMBL

 OTC
 Pink

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 be 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 and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

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

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

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

 The
aggregate market value of common stock held by non-affiliates was $ 17,223,692.43 at the close of business on June 30, 2023 (the last
business day of the registrant's fiscal 2023 second fiscal quarter) based on the closing price of the common stock as reported
on the June 30, 2023. For purposes of this disclosure, shares of common stock held by persons who hold more than 10% of the outstanding
shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons
may be deemed affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for
other purposes.

 As
of March 28, 2024, there were 12,961,676,233 shares of the registrant's Common Stock outstanding.

 FORWARD
LOOKING STATEMENTS

 The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements, which are identified
by the words "believe," "expect," "anticipate," "intend," "plan" and similar
expressions. The statements contained herein which are not based on historical facts are forward-looking statements that involve known
and unknown risks and uncertainties that could significantly affect our actual results, performance or achievements in the future and,
accordingly, such actual results, performance or achievements may materially differ from those expressed or implied in any forward-looking
statements made by or on our behalf. These risks and uncertainties include, but are not limited to, risks associated with our ability
to successfully develop and protect our intellectual property, our ability to raise additional capital to fund future operations and
compliance with applicable laws and changes in such laws and the administration of such laws. These risks are described below and in
"Item 1. Business," Item 1A "Risk Factors," "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations," and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" included
in this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date
the statements were made.

 TABLE
OF CONTENTS

 PART
 I

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK
 FACTORS

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 ITEM
 IC.

 CYBERSECURITY

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 PART
 II

 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

 PART
 III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERANCE

 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

 PART
 IV

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM
 10-K SUMMARY

 SIGNATURES

 PART
I

 ITEM
1. BUSINESS

 OVERVIEW

Inc. ("HUMBL" or the "Company") is a Web 3, digital commerce company that operates a platform to connect consumers,
businesses and governments in the digital economy. HUMBL provides simple tools and packaging for complex new technologies such as blockchain,
in the same way that previous cycles of e-commerce and the cloud were more simply packaged by companies such as Facebook, Apple, Amazon
and Netflix over the past several decades. The Company through its product offerings is looking to simplify and package the digital economy
for consumers, businesses and governments.

 The
goal of HUMBL is to provide ready built tools and platforms for consumers to seamlessly participate in the digital economy. HUMBL is
built on a patent-pending, decentralized technology stack that utilizes both core and partner technologies to provide faster connections
to the digital economy and each other.

 The
Company is organized into two divisions: a) HUMBL Consumer, and b) HUMBL Commercial. Through these two divisions the Company offers its
core products and services. The majority of the Company's operations in 2023 were focused on the consumer division.

 HUMBL
– A Verified Commerce Platform

 HUMBL
delivers a digital wallet and website as our core services. HUMBL provides customers with the ability to connect with consumers and merchants
that have all been fully verified.

 1.

 HUMBL

 2.

 3.

 HUMBL
 Commercial Services

 HUMBL

 The
HUMBL Wallet is a 4.9 star application that is available for download on major app stores. The HUMBL Wallet is the centerpiece of the
consumer experience on the HUMBL platform. The HUMBL Wallet consolidates a variety of services for customers in one place and helps us
to verify customers and merchants. The HUMBL Wallet includes the following features:

 -

 Search
 Engine

 -

 Social
 Media

 -

 Marketplace

 -

 The
HUMBL Wallet is self-custodied by the individual; ensuring that the user has full control over their online identity, digital assets
and private keys.

 The
HUMBL Wallet is also connected to the BLOCKS Registry, a product registry that allows customers to authenticate and track physical and
digital items.

 HUMBL
Wallet customers have the obligation to perform their own tax record keeping; as well as backup of their private keys, to ensure the
recoverability, data security and storage of their digital assets.

 The
HUMBL Wallet is equipped with 2-factor authentication; as well as biometric security features, which are handled by the handset and its
manufacturer. We do not store or have access to any biometric information related to our verified users.

 The
HUMBL Wallet uses third-party service providers SumSub, Clear and Dejah to perform know-your-customer/know-your-business services and
authenticate customers. We do not capture or store consumers' information on our servers, except for their corresponding name,
wallet address and email address for basic communications with the verified user. We do not resell our customers data.

 The
HUMBL Wallet is available in over 130 countries and is not available in any OFAC Countries. The HUMBL Wallet no longer allows customers
to buy, sell or swap digital assets.

 i.

 HUMBL
 Search Engine

 The
HUMBL Search Engine is available via the HUMBL Wallet and the HUMBL.com Platform. The HUMBL Search Engine allows customers to search
for articles, news, images, videos and more. The search engine also serves as a discovery layer for consumers to search for verified
merchandise and tickets.

 ii.

 HUMBL
 Tickets

 Primary
- HUMBL is now the Official Technology Platform of the Arena Football League (AFL) through the 2028 season, and will be offering AFL
tickets for sale, along with other major arena ticketing partners such as Ticketmaster and Seat Geek.

 Secondary
- HUMBL Tickets offers secondary (resale) tickets to thousands of live events across North America. HUMBL Tickets inventory listings
and ticket fulfillment are provided by Ticket Evolution and we earn a commission for each sale through our website.

 The
ticketing content provided on HUMBL Tickets spans across major live music, sports, festivals, and events in multiple countries. HUMBL
Tickets advertises its services primarily across social media, including our own HUMBL Social platform.

 iii.

 HUMBL
 Authentics

 HUMBL
Authentics was designed to pair authenticated buyers and sellers in verified, digital commerce. HUMBL Authentics currently works with
clients such as professional athletes, brands, and marketing and talent agencies, to provide sports merchandise ranging from autographed
jerseys, bats, balls, helmets, photos, and more.

 HUMBL
Authentics mitigates forgeries by pairing physical merchandise with digital certificates of registration. Merchandise is made available
on the HUMBL platform and is verified, registered, and cataloged on the blockchain.

 We
are a software platform and do not act as a broker, financial institution, or creditor for digital collectibles. We facilitate transactions
between the buyer and seller in the auction/sale process, but we are not a party to any agreement between the buyer and seller or between
any users.

 We
previously offered an NFT marketplace but in an effort to ensure compliance with applicable regulations, we have terminated its use.
HUMBL customers can no longer buy or sell NFTs on our platform.

 iv.

 HUMBL
 Social

 HUMBL
Social is one of the world's first user-verified social media platforms. The social media platform is available via web browser
and the HUMBL Wallet. The goal of HUMBL Social is to provide real people, real profiles, and real merchants with a place to connect on
the worldwide web. HUMBL Social supports only verified user profiles, to ensure authenticity of the platform and enhance consumer protection.

 HUMBL
- Commercial Division

 Our
digital wallet and website can also be used as a white label or "Powered by HUMBL" solution for commercial clients.

 -

 Government
 - HUMBL is one of the first government-approved digital wallets in the State of California. We are currently operating a pilot program
 with the County of Santa Cruz, CA, that provides a digital wallet for Santa Cruz County citizens to help them interact more effectively
 with County government in areas of record keeping such as applications, permits and licensing.

 -

 Sports
 Leagues and Arenas - HUMBL is the "Official Technology Platform" of the Arena Football League (AFL) through the 2028
 season. HUMBL will be providing a digital wallet, website and ticketing services for all 16 teams of this sports league, alongside
 other major ticketing providers such as Ticketmaster and Seat Geek.

 Organizational
History

 We
were formed under the name Ponca Acquisition Corporation in Nevada on May 3, 2000, as a "blank check" development stage company
that indicated that our business plan was to engage in a merger or acquisition with an unidentified company or companies. Following a
series of name changes and changes in the focus of our business, on November 18, 2008, we filed Form 15 with the SEC to terminate its
registration with the SEC.

 On
March 12, 2009, we redomiciled to Oklahoma and on March 16, 2009, changed our name from IWT Tesoro Corporation to Tesoro Distributors,
Inc. Tesoro Enterprises, Inc., an Oklahoma corporation, was incorporated on November 12, 2009, as a subsidiary of Tesoro Distributors,
Inc.

 On
March 11, 2010, we changed our name to Tesoro Enterprises, Inc. and received a new symbol of TSNP following FINRA review of our name
and symbol change request.

 Effective
November 4, 2020, Henry J. Boucher, then President, CEO and Chairman of the Board of Directors, and Brian Foote entered into a Stock
Purchase Agreement pursuant to which Henry J. Boucher sold his controlling interest in the Company in the form of 7,000,000 shares of
the Company's Series A preferred stock to Brian Foote in return for Brian Foote assigning a $40,000 promissory note from HUMBL
LLC to Henry J. Boucher. Our Board of Directors, following the change of control, appointed Brian Foote, Jeff Hinshaw and Michele Rivera
to be the members of the Board following the resignation of Henry J. Boucher as our sole director.

 On
November 30, 2020, we changed our domicile to Delaware.

 On
December 3, 2020, we merged with HUMBL LLC to conduct the business of HUMBL LLC through a reverse merger. Under the terms of the merger,
the members of HUMBL LLC exchanged their membership interests for 552,029 shares of our Series B Preferred Stock.

 On
December 23, 2020, we filed a Certificate of Amendment to our Certificate of Incorporation ("Amended Certificate") to effect
a 1:4 reverse split, change our name to HUMBL, Inc., increase our authorized common stock to 7,450,000,000 shares, reduce our authorized
number of "blank check" preferred stock from 25 million to 10 million and designate a Series B and Series C Preferred Stock.

 On
February 26, 2021, FINRA announced the change of our name from Tesoro Enterprise, Inc. to HUMBL, Inc. and the change of our trading symbol
from TSNP to HMBL that became effective March 26, 2021.

 Recent
Disposition of Material Assets

 On
February 23, 2024, HUMBL, Inc. entered into an Asset Purchase Agreement (the "Purchase Agreement") with Avrio Worldwide,
PBC ("Avrio"). Pursuant to the Purchase Agreement, HUMBL sold certain assets associated with its HUMBL Financial product
line, including all intellectual property associated with its BLOCK Indexes and BLOCK ETXs to Avrio. In exchange for selling such assets,
HUMBL received: (i) 1,920,000 shares of Avrio's Class A Common Stock (representing a 10% stake in Avrio); and (ii) 2.5% of the
net revenues generated by Avrio from its sales of the acquired assets. The revenue share terminates upon the earlier of five years from
the date of the Purchase Agreement or Avrio completing an initial public offering. HUMBL will also receive a seat on Avrio's Board
of Directors as part of the transaction, the initial designee being Brian Foote, CEO of HUMBL.

 Avrio
has three classes of common stock: Class A, Class B and Class F. Class A and Class B Common Stock have one vote per share. Class F Common
Stock has four votes per share and the right to appoint three directors. In the event of a liquidation, the Class A, Class B and Class
F holders would all share equally in any distributions on a per share basis.

 Recent
Material Financings

 On
October 3, 2023, the Company signed a Securities Purchase Agreement ("SPA") with Pacific Lion. Pursuant to the SPA,
agreed to purchase $2,040,000 in Series C Preferred Stock. This financing necessitated the creation of a new Class C Preferred Stock
that the Company achieved through a Certificate of Designation of the Series C Preferred Stock it filed October 24, 2023 with the
Delaware Secretary of State. Pacific Lion has failed to purchase over $1,000,000 in Series C Preferred Stock that it agreed to
purchase under the SPA and is currently in default under the SPA. In addition, Pacific Lion converted a portion of a note issued by
the Company to a third party that it purportedly purchased from the third party but had not actually paid the purchase price for.
HUMBL filed a lawsuit against Pacific Lion on March 13, 2024 to enforce its rights against Pacific Lion.

 Corporate
Strategy

 Our
objective is to provide more seamless digital pairing experiences for consumers and merchants in the global economy. The key elements
of our growth strategy are:

 innovate
 and advance our platform;

 drive
 growth by acquiring new customers;

 drive
 increased usage within our existing customer base;

 expand
 our global footprint;

 expand
 data sharing across our global ecosystem;

 grow
 and invest in our partner network;

 expand
 our sales capabilities; and

 develop
 additional revenue streams.

 Significant
Vendor Relationships

 We
have established contractual relationships with the following companies that we consider to be material to providing our core products:

 We
need in each country or region a payment processing company to allow the consumers to pay online the merchants using our software services.
In the United States we have a Platform Connect Agreement and Services Agreement with Stripe, Inc. We have entered into the standard
forms of agreements that these companies offer to companies such as ours that promote online purchase of goods and services.

 We
utilize SumSub, Clear and Dejah to provide KYC/KYB and user verification for our HUMBL Wallet and HUMBL Social platforms.

 Competition

 Each
of our principal verticals is highly competitive. Throughout the globe, we currently face substantial competition from other service
providers that offer blockchain wallets, search engines, ticketing, online marketplaces, social media platforms, and ecommerce websites.
We compete primarily on the basis of availability of services and products, unique product offerings and price.

 HUMBL
Wallet competes with Metamask and Coinbase. HUMBL Search Engine competes with Google and Microsoft. HUMBL Tickets competes with StubHub
and Ticketmaster. HUMBL Authentics competes with eBay. HUMBL Social competes with Twitter.

 Employees
and Human Capital

 As
of December 31, 2023, we had 8 full time employees. None of our employees or personnel is represented by a labor union, and we consider
our employee/personnel relations to be good. Competition for qualified personnel in our industry is intense, particularly for software
development and other technical staff. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining,
incentivizing and integrating our existing and new employees, advisors and consultants.

 Implications
of Being an Emerging Growth Company

 As
a company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an "emerging growth
company" as defined in Section 2(a) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, as modified
by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified
reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth
companies. These provisions include:

 Reduced
 disclosure about our executive compensation arrangements;

 No
 non-binding shareholder advisory votes on executive compensation or golden parachute arrangements;

 Exemption
 from the auditor attestation requirement in the assessment of our internal control over financial reporting; and

 Reduced
 disclosure of financial information in this prospectus, limited to two years of audited financial information and two years of selected
 financial information.

 As
a smaller reporting company, each of the foregoing exemptions is currently available to us. We may take advantage of these exemptions
for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company
if we have more than $1.0 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filer
under the rules of the Securities and Exchange Commission, or if we issue more than $1.0 billion of non- convertible debt over a three-year-period.

 The
JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting
standards applicable to public companies. We have elected the extended transition period for complying with new or revised accounting
standards pursuant to Section 107(b) of the Act until the earlier of the date we (i) are no longer an emerging growth company or (ii)
affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements
may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 Available
Information

 Our
website address is www.humbl.com. Information found on, or accessible through, our website is not a part of, and is not incorporated
into, this Annual Report on Form 10-K. We file electronically with the SEC our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act. We make available on our website at www.humbl.com, free of charge, copies of these reports and other information as soon as reasonably
practicable after we electronically file such material with, or furnish it to, the SEC.

 ITEM
1A. RISK FACTORS

 Our
operations and financial results are subject to various risks and uncertainties, including those described below. You should consider
and read carefully all of the risks and uncertainties described below, together with all of the other information contained in this Annual
Report on Form 10-K, including the section titled "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and our consolidated financial statements and related notes, before making an investment decision. The risks described
below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently
known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or
results of operations. In such case, the trading price of our common stock could decline. You should not interpret our disclosure of
any of the following risks to imply that such risks have not already materialized.

 RISK
FACTORS

 Investing
in our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together
with all of the other information included or referred to in this prospectus, before purchasing shares of our common stock. There are
numerous and varied risks that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financial
condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock could decline
and investors in our common stock could lose all or part of their investment.

 Risks
Related to Our Company and Our Business

 Our
operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. If we do not
continue as a going concern, investors could lose their entire investment.

 Our
operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. We have an
accumulated deficit of $(103,241,196) as of December 31, 2023 as well as a net loss of $4,022,449 and $48,567,938 for the years ended
December 31, 2023 and 2022, respectively. We may never achieve profitability. If we do not generate sufficient revenues, do not achieve
profitability and do not have other sources of financing for our business, we may have to curtail or cease our development plans and
operations, which could cause investors to lose the entire amount of their investment.

 We
may not be able to raise capital when needed, if at all, which would force us to delay, reduce or eliminate our level of marketing efforts
to expand the number of customers and merchants using our products and acquisition of suitable target companies and could cause our business
plan to fail.

 We
will need substantial additional funding to increase our customer base and pursue our acquisition of companies and business units that
meet our desired standards. There are no assurances that future funding will be available on favorable terms or at all. The failure to
fund our operating and capital requirements could have a material adverse effect on our business, financial condition and results of
operations. If we are unable to raise capital when needed or on attractive terms, we could be forced to reduce our efforts to enlist
more customers and merchants to use our technology and to delay, reduce or eliminate our acquisition strategy. Any of these events could
significantly harm our business, financial condition and prospects.

 We
may acquire other assets or businesses, or form collaborations or make investments in other companies or technologies that could harm
our operating results, dilute our stockholders' ownership, increase our debt or cause us to incur significant expense.

 As
part of our business strategy, we may pursue acquisitions of businesses and assets or enter into strategic alliances and collaborations,
to initiate and then expand our operations. We may not identify or complete these transactions in a timely manner, on a cost-effective
basis, or at all, and we may not realize the anticipated benefits of any such transaction, any of which could have a detrimental effect
on our financial condition, results of operations and cash flows. We have limited experience with acquiring other companies and assets
and limited experience with forming strategic alliances and collaborations. We may not be able to find suitable acquisition candidates,
and if we make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business and we may
incur additional debt or assume unknown or contingent liabilities in connection therewith. Integration of an acquired company or assets
may also disrupt ongoing operations, require the hiring of additional personnel and the implementation of additional internal systems
and infrastructure, especially the acquisition of commercial assets, and require management resources that would otherwise focus on developing
our existing business. We may not be able to find suitable strategic alliance or collaboration partners or identify other investment
opportunities, and we may experience losses related to any such investments.

 To
finance any acquisitions or collaborations, we may choose to issue debt or equity securities as consideration. Any such issuance of securities
would dilute the ownership of our stockholders. If the price of our common stock is low or volatile, we may not be able to acquire other
assets or companies or fund a transaction using our stock as consideration. Alternatively, it may be necessary for us to raise additional
funds for acquisitions through public or private financings. Additional funds may not be available on terms that are favorable to us,
or at all.

global financial conditions have been characterized by increased volatility which could negatively impact our business, prospects, liquidity
and financial condition.

global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening of
the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot guarantee that debt
or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our
initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations
will negatively impact our business, prospects, liquidity and financial condition.

 We
are growing the size of our organization, and we may experience difficulties in managing any growth we may achieve.

 As
of the date of this annual report, we have 8 full-time employees. As our growth plans proceed and development and commercialization plans
and strategies develop, we expect to need additional development, managerial, operational, sales, marketing, financial, accounting, legal,
and other resources. Future growth would impose significant added responsibilities on members of management. Our management may not be
able to accommodate those added responsibilities, and our failure to do so could prevent us from effectively managing future growth,
if any, and successfully growing our Company.

 Our
potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects,
and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment
and could harm our business, financial condition, results of operations and cash flow.

 Our
entry into new markets as we seek to expand globally the adoption of our products and services may place a significant strain on our
resources and increase demands on our executive management, personnel and systems, and our operational, administrative and financial
resources may be inadequate. We may also not be able to effectively manage any expanded operations or achieve planned growth on a timely
or profitable basis, particularly if the number of customers using our technology significantly increases or their demands and needs
change as our business expands. If we are unable to manage expanded operations effectively, we may experience operating inefficiencies,
the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely
affected.

 If
we are unable to develop and maintain our brand and reputation for our service and product offerings, our business and prospects could
be materially harmed.

 Our
business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets
we will serve and for the companies we acquire. If problems arise with our future products or services, our brand and reputation could
be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be
materially harmed.

 Any
failure to protect our future intellectual property rights could impair our ability to protect our technology and our brand.

 Our
success depends in part on our ability to enforce our intellectual property and other proprietary rights of the companies we expect to
acquire. We expect to rely upon a combination of trademark and trade secret laws, as well as license and other contractual provisions,
to protect our intellectual property and other proprietary rights. These laws, procedures and restrictions provide only limited protection
and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. To the extent
that our intellectual property and other proprietary rights are not adequately protected, third parties may gain access to our proprietary
information, develop and market solutions similar to ours or use trademarks similar to ours, each of which could materially harm our
business. The failure to adequately protect our intellectual property and other proprietary rights could have a material adverse effect
on our business, financial condition and results of operations.

 Our
expansion into new products, services, technologies, and geographic regions subjects us to additional risks.

 We
may have limited or no experience in our newer markets, and our customers may not adopt our product or service offerings. These offerings,
which can present new and difficult technology challenges, may subject us to claims if customers of these offerings experience service
disruptions or failures or other quality issues. In addition, profitability, if any, in our newer activities may not meet our expectations,
and we may not be successful enough in these newer activities to recoup our investments in them. Failure to realize the benefits of amounts
we invest in new technologies, products, or services could result in the value of those investments being written down or written off.

 Our
financial results fluctuate and may be difficult to forecast, and this may cause a decline in the trading price of our stock.

 Our
revenues, expenses and operating results are difficult to predict given our limited history of current operations. We expect that our
operating results will continue to fluctuate in the future due to a number of factors, some of which are beyond our control. These factors
include, but are not limited to:

 our
 ability to increase our brand awareness;

 our
 ability to attract new customers;

 our
 ability to increase our customer base;

 the
 amount and timing of costs relating to the expansion of our operations, including sales and marketing expenditures;

 our
 ability to introduce new mobile payment offerings or customer services in a competitive environment;

 technical
 difficulties consumers might encounter in using our mobile apps; and

 our
 ability to manage third-party outsourced operations;

 Due
to all of these factors, our operating results may fall below the expectations of investors, which could cause a decline in the trading
price of our common stock.

 Our
plans for expansion cannot be implemented if we lose our key personnel or cannot recruit additional personnel.

 We
depend substantially on the continued services, specialized knowledge and performance of our senior management, particularly Brian Foote,
our President and CEO, and Jeffrey Hinshaw, our COO and CFO. While we have employment agreements with all these executives, those employment
agreements do not prevent such employees from terminating their employment with us at any time. As a result, these executives may elect
to pursue other opportunities at any time. If one or more of these individuals choose to leave our company, we may lose a significant
number of supplier relationships and operating expertise which they have developed over many years and which would be difficult to replace.
The loss of the services of any executive officer or other key employee could hurt our business.

 In
addition, as our business expands, we will need to add new information technology and engineering personnel to maintain and expand our
website and systems and customer support personnel to serve our growing customer base. If we are unable to hire and successfully train
employees or contractors in these areas, users of our website may have negative experiences and we may lose customers, which would diminish
the value of our brand and harm our business. The market for recruiting qualified information technology and other personnel is extremely
competitive, and we may experience difficulties in attracting and retaining employees. Should we fail to retain or attract qualified
personnel, we may not be able to compete successfully or implement our plans for expansion.

 We
have an evolving business model with still untested growth initiatives.

 We
have an evolving business model and intend to implement new strategies to grow our business in the future. There can be no assurance
that we will be successful in developing new product categories or in entering new specialty markets or in implementing any other growth
strategies. Similarly, there can be no assurance that we already have or will be able to obtain or retain any employees, consultants
or other resources with any specialized skills or relationships to successfully implement our strategies in the future.

 We
rely on third-party systems to conduct our business and relationships with payment processors, advertisers, third party sellers of our
mobile apps, and our revenues and market share may decrease if these third-party relationship and systems are unavailable in the future
or if they no longer offer quality performance.

 We
rely on third-party computer systems and third-party service providers, including payment services such as Stripe, for credit card verifications
and confirmations, to host our website and to advertise and deliver the products sold on our website to customers. We also rely on third-party
licenses for components of the software underlying our technology platform. Any interruption in our ability to obtain the products or
services of these or other third parties or deterioration in their performance could impair the timing and quality of our own service.
If our service providers fail to deliver high-quality services in a timely manner to our customers, our services will not meet the expectations
of our customers and our reputation and brand will be damaged. Furthermore, if our arrangements with any of these third parties are terminated,
we may not find an alternate source of systems support on a timely basis or on terms as advantageous to us. In addition, our contracts
or arrangements with suppliers do not provide for the continuation of particular pricing practices, for the availability of any specific
services and generally may be terminated by either party. If we are unable to develop and maintain relationships with these third-party
suppliers that will allow us to obtain sufficient levels of service on acceptable commercial terms, such inability could harm our business,
prospects, financial condition and results of operations.

 We
are subject to cybersecurity risks and risks of data loss or other security breaches.

 Our
business involves the storage and transmission of users' proprietary information, and security breaches could expose us to a risk
of loss or misuse of this information, and to resulting claims, fines, and litigation. We have been subjected to a variety of cyber-attacks,
which have increased in number and variety over time. We believe our systems are probed by potential hackers virtually 24/7, and we expect
the problem will continue to grow worse over time. Cyber-attacks may target us, our customers, our suppliers, banks, credit card processors,
delivery services, e-commerce in general or the communication infrastructure on which we depend. Any compromise of our security could
result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a
loss of confidence in our security measures, any of which could have a material adverse effect on our financial results and business.
Moreover, any insurance coverage we may carry may be inadequate to cover the expenses and other potential financial exposure we could
face as a result of a cyber-attack or data breach.

 We
may not be able to compete successfully against existing or future competitors including larger, well-established and well-financed mobile
app companies.

 Many
of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly
greater financial, marketing and other resources than we do. In addition, some of our competitors may be able to devote greater resources
to marketing and promotional campaigns, adopt more aggressive pricing and devote substantially more resources to systems development
than we do. Increased competition may result in reduced operating margins, loss of market share and a diminished brand franchise. We
cannot provide assurance that we will be able to compete successfully against existing or future competitors.

 Our
business depends on effective marketing, including marketing via email and social networking messaging, and we intend to increase our
spending on marketing and branding, which may adversely affect our financial results.

 We
depend on effective marketing to attract customers and merchants. We depend on email and social networking messaging to promote our site
and offerings and to generate a substantial portion of our revenues. If we are unable to develop, implement and maintain effective and
efficient cost-effective advertising and marketing programs, it would have a material adverse effect on our financial results and business.
Further, as part of our growth strategies, we intend to increase our spending on marketing and branding initiatives significantly, which
may adversely affect our financial results. There is no assurance that any increase in our marketing or branding expenditures will result
in increased market shares or will ultimately have a positive effect on our financial results.

 If
we do not respond to rapid technological changes, our services could become obsolete and we could lose customers.

 To
remain competitive, we must continue to enhance and improve the functionality and features of our e-commerce businesses. We may face
material delays in introducing new services, products and enhancements. If this happens, our customers may forego the use of our websites
and use those of our competitors. If competitors introduce new products and services using new technologies or if new industry standards
and practices emerge, our existing technology and systems may become obsolete. Our failure to respond to technological change or to adequately
maintain, upgrade and develop our computer network and the systems used to process customers' orders and payments could harm our
business, prospects, financial condition and results of operations.

 Use
of social media may adversely impact our reputation.

 There
has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other
forms of internet-based communications that allow individuals access to a broad audience of consumers and other interested persons. Consumers
value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information
without further investigation, authentication and without regard to its accuracy. The availability of information on social media platforms
and devices is virtually immediate as is its impact. Social media platforms and devices immediately publish the content their subscribers
and participants post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information,
including inaccurate information, is seemingly limitless and readily available. Information concerning our company may be posted on such
platforms and devices at any time. Information posted may be adverse to our interests, may be inaccurate, and may harm our performance,
prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms also could
be used for the dissemination of trade secret information or otherwise compromise valuable company assets, all of which could harm our
business, prospects, financial condition and results of operations.

 If
we do not begin to generate significant revenues, we will still need to raise additional capital to meet our long-term business requirements.
Any such capital raising may be costly or difficult to obtain and would likely dilute current stockholders' ownership interests.
If we are unable to secure additional financing in the future, we will not be able to continue as a going concern.

 If
we do not begin to generate significant revenues from our operations we will need additional capital, which may not be available on reasonable
terms or at all. The raising of additional capital will dilute current stockholders' ownership interests. We may need to raise
additional funds through public or private debt or equity financings to meet various objectives including, but not limited to:

 maintaining
 enough working capital to run our business;

 pursuing
 growth opportunities, including more rapid expansion;

 acquiring
 complementary businesses and technologies;

 making
 capital improvements to improve our infrastructure;

 responding
 to competitive pressures;

 complying
 with regulatory requirements for advertising or taxation; and

 maintaining
 compliance with applicable laws.

 Any
additional capital raised through the sale of equity or equity-linked securities may dilute current stockholders' ownership percentages
and could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool
of outstanding equity. The terms of those securities issued by us in future capital transactions may be more favorable to new investors,
and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further
dilutive effect that is different from or in addition to that reflected in the capitalization described in this report.

 Further,
any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to
obtain required additional capital, we may have to curtail our growth plans or cut back on existing business and we may not be able to
continue operating if we do not generate sufficient revenues from operations needed to stay in business.

 We
may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities
law compliance fees and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we
issue, such as convertible notes and warrants, which may adversely impact our financial condition.

 Any
failure to protect our future intellectual property rights could impair our ability to protect our technology and our brand.

 Our
success depends in part on our ability to enforce our intellectual property and other proprietary rights of the companies we expect to
acquire. We expect to rely upon a combination of trademark and trade secret laws, as well as license and other contractual provisions,
to protect our intellectual property and other proprietary rights. These laws, procedures and restrictions provide only limited protection
and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. To the extent
that our intellectual property and other proprietary rights are not adequately protected, third parties may gain access to our proprietary
information, develop and market solutions similar to ours or use trademarks similar to ours, each of which could materially harm our
business. The failure to adequately protect our intellectual property and other proprietary rights could have a material adverse effect
on our business, financial condition and results of operations.

 Risks
Related to Our Common Stock

 Our
securities are "Penny Stock" and subject to specific rules governing their sale to investors.

 Under
SEC Rule 15g-9 we are a "penny stock," which is defined as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require that a broker or dealer approve a person's account for transactions in penny stocks; and
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.

 To
approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment
experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that
person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions
in penny stocks.

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination;
and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 Generally,
brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more
difficult for Company's shareholders to sell shares of our common stock.

 Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.

 Because
we became public by means of a merger, we may not be able to attract the attention of major brokerage firms.

 Additional
risks may exist since we became public through a merger with a publicly traded company. Securities analysts of major brokerage firms
may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. No assurance
can be given that brokerage firms will want to conduct any secondary offerings on behalf in the future.

 Applicable
regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for us to
retain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to obtain
or retain listing of our common stock.

 As
a fully reporting company under Section 13 of the Exchange Act, we may be unable to attract and retain those qualified officers, directors
and members of board committees required to provide for effective management because of the rules and regulations that govern publicly
held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act
has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by
the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated
with these changes may deter qualified individuals from accepting roles as directors and executive officers.

 Further,
some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual's
independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining
directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management
of our business and its ability to obtain or retain listing of our shares of common stock on any stock exchange (assuming we elect to
seek and are successful in obtaining such listing) could be adversely affected.

 If
we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect
fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.

 We
must maintain effective internal controls to provide reliable financial reports and detect fraud. We have been assessing our internal
controls to identify areas that need improvement. Failure to identify and thereafter implement required changes to our internal controls
or any others that we identify as necessary to maintain an effective system of internal controls, if any, could harm our operating results
and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect
on the trading price of our stock.

 The
price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.

 The
trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as:

 actual
 or anticipated variations in our operating results;

 announcements
 of developments by us or our competitors;

 regulatory
 actions regarding our products;

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

 adoption
 of new accounting standards affecting our industry;

 additions
 or departures of key personnel;

 introduction
 of new products by us or our competitors;

 sales
 of our common stock or other securities in the open market; and

 other
 events or factors, many of which are beyond our control.

 The
stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price
of a company's securities, securities class action litigation has often been initiated against such a company. Litigation initiated
against us, whether or not successful, could result in substantial costs and diversion of its management's attention and resources,
which could harm our business and financial condition.

 Our
bylaws include a forum selection clause, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes
with us, remove current management or to be acquired by a third party.

 Our
bylaws require that, unless we consent in writing to the selection of an alternative forum, either (i) the Court of Chancery of the State
of Delaware is to be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting
a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (c) any action
asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or our bylaws or (d) any
action or proceeding asserting a claim governed by the internal affairs doctrine or (ii) the federal district court in the State of Delaware
will be the exclusive forum for a cause of action arising under the Securities Act and the Exchange Act. In addition, our bylaws could
make it more difficult for a third party to acquire us or to remove current management through provisions that preclude cumulative voting
in the election of directors and that allow our bylaws to be adopted, amended or repealed by our board of directors.

 This
exclusive forum provision will apply to other state and federal law claims including actions arising under the Securities Act (although
our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder).
Section 22 of the Securities Act, however, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to
whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.
Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented
to the foregoing provisions. This forum selection provision in our bylaws may limit our stockholders' ability to obtain a favorable
judicial forum for disputes with us. It is also possible that, notwithstanding the forum selection clause included in our bylaws, a court
could rule that such a provision is inapplicable or unenforceable.

 We
are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth
companies will make our common stock less attractive to investors.

 We
are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act,
and we intend to take advantage of some of the exemptions from reporting requirements that are applicable to other public companies that
are not emerging growth companies, including:

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

not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory
audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial
statements;

reduced disclosure obligations regarding executive compensation; and

not being required to hold a non-binding advisory vote on executive compensation or obtain stockholder approval of any golden parachute
payments not previously approved.

 Further,
the JOBS Act permits an "emerging growth company" such as us to take advantage of an extended transition time to comply with
new or revised accounting standards as applicable to public companies. We are choosing to elect the extended transition period for complying
with new or revised accounting standards applicable to public companies. We have elected the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act until the earlier of the date we (i) are no longer
an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.
As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as
of public company effective dates.

 We
cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find
our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may
be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain
an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion
of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large
accelerated filer, which means the market value of our common stock that is held by non- affiliates exceeds $700 million as of the prior
June 30 and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 If
we do not meet the listing standards of a national securities exchange our investors' ability to make transactions in our securities
will be limited, and we will be subject to additional trading restrictions.

 Our
securities currently are traded over-the-counter on OTC Pink and are not qualified to be listed on a national securities exchange, such
as NASDAQ. Accordingly, we face significant material adverse consequences, including:

a limited availability of market quotations for our securities;

reduced liquidity with respect to our securities;

our shares of common stock are currently classified as "penny stock" which requires brokers trading in our shares of common
stock to adhere to more stringent rules, resulting in a reduced level of trading activity in the secondary trading market for our shares
of common stock;

a limited amount of news and analyst coverage for our company; and

a decreased ability to issue additional securities or obtain additional financing in the future.

 The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as "covered securities." Since our Common Stock is traded on OTC Pink,
our common stock is a covered security. Although the states are preempted from regulating the sale of our securities, the federal statute
allows the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then
the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer traded over-the-counter,
our common stock would not be a covered security and we would be subject to regulation in each state in which we offer our securities.

 Because
we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be
your sole source of gain.

 We
have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to
finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying
dividends. As a result, capital appreciation, if any, of our securities will be your sole source of gain for the foreseeable future.

 Some
provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others,
even if an acquisition would be beneficial to our stockholders and may prevent attempts by our stockholders to replace or remove our
current management.

 Provisions
in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could make it more difficult for a third party
to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, or remove our current management.
These include provisions that:

permit our Board of Directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as it
may designate, of which we have designated 7,000,000 Series A preferred stock with 1,000 votes per share, all of which are held by Brian
Foote, our CEO; issue 570,000 Series B preferred stock with 10,000 votes per share 371,913 of which are issued and outstanding; issue
20,000 Series C preferred stock 12,230 of which are issued and outstanding.

provide that all vacancies on our Board of Directors, including as a result of newly created directorships, may, except as otherwise
required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

not provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of common stock entitled to vote in
any election of directors to elect all of the directors standing for election;

provide that special meetings of our stockholders may be called by a majority of the Board of Directors; and

provide that our Board of Directors is expressly authorized to make, alter or repeal the bylaws.

 These
provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult
for stockholders to replace members of our Board of Directors, who are responsible for appointing the members of our management. Any
provision of our articles of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control
could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the
price that some investors are willing to pay for our common stock.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
IC. CYBERSECURITY

 Governance

 Our
Chief Financial Officer oversees our cybersecurity risk management program described in "Risk Management and Strategy" below.
While the board of directors has overall responsibility for risk oversight, it is supported in this regard by the outside consultants
we have hired to help manage our cybersecurity policies and procedures and our internal cybersecurity team. The cybersecurity team and
our outside consultants assist the board of directors in monitoring cybersecurity risk by receiving updates from and engaging in discussions
as needed with the Chief Financial Officer, that cover, among other things, our cybersecurity risk management program, response readiness
and training efforts. The Chief Financial Officer updates the full board of directors on cybersecurity matters as appropriate.

 Risk
Management and Strategy

 Our
cybersecurity risk management strategy focuses on several areas:

 Identification
 and Reporting: We have implemented a cross-functional approach to assessing, identifying and managing material cybersecurity threats
 and incidents. Our program includes controls and procedures to identify, classify and escalate certain cybersecurity incidents to
 provide management visibility and obtain direction from management as to the public disclosure and reporting of material incidents
 in a timely manner.

 Technical
 Safeguards: We implement technical safeguards that are designed to protect our information systems from cybersecurity threats, including
 firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and improved
 through vulnerability assessments and cybersecurity threat intelligence, as well as outside audits and certifications.

 Incident
 Response and Recovery Planning: We are establishing incident response, business continuity, and disaster recovery plans designed
 to address our response to a cybersecurity incident.

 Third-Party
 Risk Management: We maintain a risk-based approach to identifying and overseeing material cybersecurity threats presented by third
 parties, including vendors, service providers, and other external users of our systems, as well as the systems of third parties that
 could adversely impact our business in the event of a material cybersecurity incident affecting those third-party systems, including
 any outside auditors or consultants who advise on our cybersecurity systems.

 Periodic
 Assessments: We conduct periodic assessments and testing of our policies, standards, processes, and practices in a manner intended
 to address cybersecurity threats and events. The results of such assessments, audits, and reviews are evaluated by management and
 reported to our board of directors, and we adjust our cybersecurity policies, standards, processes, and practices as necessary based
 on the information provided by these assessments, audits, and reviews.

 ITEM
2. PROPERTIES

 We
currently rent an office in San Diego, California at a monthly cost of $2,500 ("Company Headquarters"). The lease for
our Company Headquarters has a month-to-month term. We believe that the Company Headquarters are currently adequate for the purposes
of our operations. We do not own any real property.

 ITEM
3. LEGAL PROCEEDINGS

 On
May 19, 2022, we were named as a defendant in a putative shareholder derivative class action lawsuit filed in the United States District
Court for the Southern District of California styled Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, Brian Foote, Jeffrey Hinshaw
and George Sharp, Case No. 22CV0723 AJB BLM. The complaint alleges federal securities law violations by the Company, including false
or misleading statements regarding our business and operations, that the HUMBL Pay App did not have the functionality that it promised
to investors and that several international business partnerships had a low chance of contributing material revenues to our bottom line,
and sales of unregistered securities through our BLOCK Exchange Traded Index products, which plaintiffs allege caused a decline in the
market value of our shares of common stock. Plaintiffs seek unspecified monetary damages. On July 7, 2023, the United States District
Court for the Southern District of California granted our Motion to Transfer Venue and transferred the case to the District Court of
Delaware. On October 30, 2023, we filed a Motion to Dismiss the lawsuit with the District Court of Delaware which the parties have fully
briefed and which motion is presently pending for resolution before the court. We intend to vigorously defend the actions of the defendants
and contest what we believe are baseless claims.

 On
July 14, 2022, we were named as ae defendant in a shareholder derivative class action lawsuit filed in the Delaware Chancery Court styled
 Mike Armstrong, derivatively on behalf of HUMBL, Inc. v. Brian Foote, Jeffrey Hinshaw, George Sharp, Michele Rivera, and William B.
Hoagland (Case No. 2022-0620). This case alleges the same claims as the Pasquinelli litigation described above and also seeks unspecified
monetary damages. The case is currently stayed by agreement of the parties. We intend to vigorously defend the actions of the defendants
and contest what we believe are baseless claims.

 ITEM
4. MINE SAFETY DISCLOSURES

 None.

 PART
II

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

 Market
Price of Our Common Stock

 Our
common stock, par value $0.00001 per share, is quoted on the OTC Pink under the symbol "HMBL".

 Holders
of Record

 As
of March 27, 2024, there were 389 stockholders of record of our common stock. The actual number of holders of our common stock
is greater than the number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street
name by brokers or other nominees. The number of holders of record presented here also does not include stockholders whose shares may
be held in trust by other entities.

 Dividend
Policy

 We
have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings,
if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable
future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of
directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions,
capital requirements, business prospects, and other factors our board of directors may deem relevant.

 Securities
Authorized for Issuance under Equity Compensation Plans

 We
have 20,000,000 shares authorized for issuance under our employee stock option plan.

 Recent
Sales of Unregistered Equity Securities

 On
December 14, 2023, we issued a Warrant to Purchase Shares of Common Stock granting the holder right to purchase 100,000,000 shares at
$0.001 per share. The warrant has a cashless exercise provision and is exercisable until January 31, 2027. On December 18, 2023, we issued
a Warrant to Purchase Shares of Common Stock granting the holder the right to purchase 100,000,000 shares at $0.001 per share. The warrant
has a cashless exercise provision and is exercisable until January 31, 2027.

 Issuer
Purchases of Equity Securities

 None.

 ITEM
6. [RESERVED]

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

 The
following discussion should be read in conjunction with the consolidated financial statements and the related notes contained herein.
In addition to historical information, the following discussion contains forward looking statements based upon current expectations that
are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors,
including, but not limited to, risks described in the section entitled "Risk Factors".

 Our
executive offices are located at 101 W. Broadway, Suite 1450, San Diego, California 92101, telephone (786) 738-9012. Our corporate website
address is www.humbl.com.

 Overview

 Following
our merger with HUMBL LLC on December 3, 2020, we changed our name from Tesoro Enterprises, Inc. to HUMBL, Inc. and adopted the business
of HUMBL to deliver a more seamless digital pairing experiences for consumers and merchants in the global economy.

 HUMBL
is a Web 3, digital commerce platform that was built to connect consumers, businesses and governments in the digital economy. HUMBL provides
simple tools and packaging for complex new technologies such as blockchain, in the same way that previous cycles of e-commerce and the
cloud were more simply packaged by companies such as Facebook, Apple, Amazon and Netflix over the past several decades. The Company through
their product offerings are looking to simplify and package the digital economy for consumers, corporations and government.

 The
goal of HUMBL is to provide ready built tools, and platforms for consumers and merchants to seamlessly participate in the digital economy.
HUMBL is built on a patent-pending, decentralized technology stack that utilizes both core and partner technologies, to provide faster
connections to the digital economy and each other.

 The
Company is organized into two divisions: a) HUMBL Consumer and b) HUMBL Commercial. These two divisions incorporate and expand the Company's
core products and services. The majority of the Company's operations prior to 2023 were focused on the Consumer division.

 Results
of Operations for the Years Ended December 31, 2023 and 2022

 The
following table sets forth the summary operations for the years ended December 31, 2023 and 2022:

 For
 the Years Ended

 $

 $

 Cost
 of Revenues

 $
 443,348

 $
 181,287

 Gross
 Profit

 $
 562,508

 $
 272,793

 Development
 Costs

 $
 188,930

 $
 2,363,225

 Professional
 Fees

 $
 2,770,689

 $
 4,280,249

 $
 806,400

 $
 3,752,400

 compensation

 $
 6,173,243

 $
 11,866,772

 - inventory

 $
 797,089

 $
 -

 – intangible assets including goodwill

 $
 -

 $
 7,246,260

 – digital assets

 $
 151,409

 $
 1,606,784

 and Administrative Expenses

 $
 3,059,698

 $
 6,893,781

 Expense

 $
 (850,591
)

 $
 (1,553,003
)

 Loss
 on sale of fixed assets

 $
 -

 $
 (57,318
)

 of Debt Discounts

 $
 (375,371
)

 $
 (1,672,940
)

 in fair value of derivative liabilities

 $
 43,951

 $
 -

 $
 (95,866
)

 $
 -

 Gain
 on Sale of Digital Assets

 $

 $
 297,895

 Loss
 on conversion of convertible notes payable

 $
 (2,896,068
)

 $
 (753,858
)

 Provision
 for Income Taxes

 $
 -

 $
 -

 Net
 Loss from Continuing Operations

 $
 (17,558,871
)

 $
 (41,475,902
)

for the year ended December 31, 2023 were $1,005,856 as compared to $454,080 for the year ended December 31, 2022, an increase of $551,776.
The increase was due in large part to the sales of merchandise from our marketplace which included items from BM Authentics and from
services rendered from our Mexican subsidiary, Ixaya.

 Cost
of Revenues and Gross Profit

 Cost
of revenues for the year ended December 31, 2023 were $443,348 as compared to $181,287 for the year ended December 31, 2022, an increase
of $262,061. The increase was primarily due to increases in our marketplace for BM Authentics and our cost of labor for Ixaya.

Expenses

expenses for the year ended December 31, 2023 were $13,947,458 as compared to $38,009,471 for the year ended December 31, 2022, a decrease
of $ 24,062,013. Operating expenses consists of development
costs, professional fees and general and administrative expenses and non-cash charges for impairment expenses and stock-based compensation
as fully described below. We expect our development costs and professional fees to continue to decrease in our next 12 months as we look
to scale back on outside contract labor. Our non-cash charges have already declined from levels in 2022 as our stock-based compensation
will be reduced and we have already impaired most of our intangible assets and all of our goodwill.

 Development
Costs

 Development
costs which consist of salaried and outsourced technical consultants for the year ended December 31, 2023 were $188,930 compared with
$2,363,225 for the year ended December 31, 2022. The decrease of development costs related to the roll out of various projects such as
the HUMBL Wallet and Social in 2022.

 Professional
Fees

 Professional
fees which consist of contracted individuals and companies, legal, audit and accounting costs for the year ended December 31, 2023 were
$2,770,689 compared to $4,280,249 for the year ended December 31, 2022. The decrease in professional fees related to the professional
fees incurred in regulatory filings including OTC compliance and reporting as well as increases in consultant costs in 2022 versus 2023.
We expect that these costs will continue decreasing during 2023.

 The
Company incurred $806,400 in settlement expenses for the year ended December 31, 2023 and $3,752,400 in settlement expenses for the year
ended December 31, 2022 related to agreements with individuals for liabilities incurred.

 Stock-Based

 The
Company incurred $6,173,243 in stock-based compensation expenses for the year ended December 31, 2023 compared to $11,866,772 for the
year ended December 31, 2022 related to agreements with consultants, advisors, and directors for services rendered. We expect our stock-based
compensation expenses to decline in the next 12 months due to the vesting terms of such grants. The awards provided were valued in accordance
with ASC 718 at fair value.

of Intangible Assets including Goodwill and Digital Assets and Inventory

 The
Company incurred $7,246,260 in non-cash charges related to impairment of intangible assets including goodwill in 2022, and $151,409 and
$1,606,784 in impairment of our digital assets in the year ended December 31, 2023 and 2022. The intangible asset impairment relates
to the impairment on the goodwill incurred in the Ixaya acquisition. The impairment of the digital assets was based on the valuation
changes in the digital assets we held. Effective June 30, 2023, we held no digital assets. We impaired $797,089 in 2023 related to our
inventory as a one-time adjustment.

and Administrative

and administrative expenses for the year ended December 31, 2023 were $3,059,698 compared with $6,893,781 for the year ended December
31, 2022. The decrease in general and administrative expenses of $3,834,083 is related to the following approximate reductions in expenses
as follows: salaries and wages ($1,900,000) advertising and business development expenses ($460,000), travel and conferences ($240,000),
penalties ($700,000), recruitment ($60,000), insurance ($60,000), rent ($36,000), security ($125,000) and all other general and administrative
costs (approximately $253,000).

 Other
Income (Expense)

 In
the year ended December 31, 2023 we incurred $4,173,921 in other expenses, compared to $3,739,224 in other expenses in the year ended
December 31, 2022, an increase of $484,697. The other expenses relate to amortization of discounts of $375,371 and $1,672,940, respectively
for the 2023 and 2022 periods, as well as interest expense of $850,591 and $1,553,003, respectively. Gain on sale of digital assets of
$24 and $297,895, and a loss on conversion of convertible notes payable of $2,896,068 and $753,858 for 2023 and 2022, respectively. In
2023, we had $95,866 in derivative expenses and a change in the fair value of derivative liabilities of $43,951 related to convertible
notes entered into during this period. We had a loss of $57,318 on sale of fixed assets in 2022. We expect to incur additional other
income (expense) in the next 12 months related to our debt.

 Net
Loss from Continuing Operations

 Net
loss from operations from continuing operations for the year ended December 31, 2023 was ($17,558,871) as compared to a net loss of ($41,475,902)
for the year ended December 31, 2022. The $24,026,556 decrease in the net loss was due to the changes noted herein.

 Segment
Reporting

 The
Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information. This standard
requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making operating
decisions.

 The
following represents segment reporting for continuing operations only:

 Year

 Consumer

 Commercial

 Total

 operating revenues

 $
 150,363

 $
 303,717

 $

 Cost
 of revenues

 83,176

 98,111

 181,287

 Gross
 profit

 67,187

 205,606

 272,793

 Total
 operating expenses net of depreciation, amortization and impairment

 26,658,877

 1,841,342

 28,500,219

 Depreciation,
 amortization and impairment

 1,472,649

 8,036,603

 9,509,252

 Other
 expenses (income)

 3,766,929

 (27,705
)

 3,739,224

 from continuing operations

 $
 (31,831,268
)

 $
 (9,644,634
)

 $
 (41,475,902
)

 assets as of December 31, 2022

 Property
 and equipment, net

 $

 $
 -

 $

 $
 261,713

 $
 541,667

 $
 803,380

 assets – digital assets

 $
 6,609

 $
 147,823

 $
 154,432

 expenditures

 $
 8,510

 $
 -

 $
 8,510

 Year

 Consumer

 Commercial

 Total

 operating revenues

 $
 373,505

 $
 632,351

 $

 Cost
 of revenues

 288,267

 155,081

 443,348

 Gross
 profit

 85,238

 477,270

 562,508

 Total
 operating expenses net of depreciation, amortization and impairment

 11,401,320

 1,459,060

 12,860,380

 Depreciation,
 amortization and impairment

 939,301

 147,777

 1,087,078

 Other
 expenses (income)

 4,168,841

 5,080

 4,173,921

 from continuing operations

 $
 (16,424,224
)

 $
 (1,134,647
)

 $
 (17,558,871
)

 assets as of December 31, 2023

 Property
 and equipment, net

 $

 $
 -

 $

 $
 243,379

 $
 411,667

 $

 expenditures

 $
 -

 $
 -

 $
 -

 Liquidity
 and Capital Resources

 Liquidity
is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate
on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable
and accounts payable and capital expenditures.

the past two years, we devoted a substantial amount of capital to build out our platform and as a result our working capital deficit
and accumulated deficit have increased significantly. In addition, we have incurred significant debt from both unrelated and related
parties to assist in supporting our operations.

 As
of December 31, 2023, we had $368,480 in cash. During the last two years we built our platform and grew our operations by acquiring companies
to support what we have just recently consolidated into HUMBL.com. The acquisitions increased our debt and our common shares issued as
we spent very little cash in these acquisitions. The impact of COVID-19, supply chain issues, challenges in the cryptocurrency market
and recent bank failures have had a minimal impact on the Company's operations.

 We
had a working capital deficit of $4,690,800 and $27,408,687 as of December 31, 2023 and 2022, respectively. The majority of our current
liabilities is in the form of long-term debt and notes payable, and accounts payable and accrued expenses. The decrease in working capital
is the direct result of the settlement with Tickeri and Monster resulting in over $11,400,000 in reductions of notes payable, accrued
interest and accrued expenses. This reduction was offset by some increases in accounts payable as we continue the development of our
mobile wallet. A majority of the Company's operating expenses in the past two years was the result of non-cash charges such as
impairment of intangible assets including goodwill, settlement and stock-based compensation. The actual monthly cash burn of the Company
is approximately $345,000 per month at this time and as our core products come online, this is likely to decrease upon our technology
being completed. The Company in the year ended December 31, 2023 received net proceeds of approximately $3,260,365 from various debt
financings and has received $1,365,050 in purchases of common and preferred stock and warrants. However, as a result of the operating
losses and working capital deficit, management has determined that there is substantial doubt about the Company's ability to continue
as a going concern.

 In
January 2023 and June 2023, we recognized a gain on disposal of $13,685,645 when we settled all claims with the former owners of Tickeri
and Monster and sold them back their companies.

 Net
cash used in operating activities was $4,118,487 and $11,689,245 for the years ended December 31, 2023 and 2022, respectively. The $7,570,758
decrease in net cash used in operating activities was primarily a result of the change in the net loss and the non-cash charges impacting
our net loss from 2022 to 2023, such as the gain on disposal of Tickeri and Monster, impairment of intangible assets including goodwill
and increases in our stock-based compensation. Additionally, our changes in assets and liabilities decreased by approximately $760,000.

 Net
cash used in investing activities was $677,341 for the year ended December 31, 2022 related to purchases of fixed assets of $8,510 and
cash paid, net of amounts received in the acquisition of Ixaya of $148,675, cash paid in the acquisition of BM Authentics of $110,000,
purchases of a non-fungible token of $406,040 and domain names of $275,020 as well as proceeds received from the sale of fixed assets
of $270,904. We had no activities from investing activities in 2023.

 Cash
provided by financing activities was $4,003,716 and $10,004,096 for the years ended December 31, 2023 and 2022, respectively. In 2022,
the Company raised $2,000,000 from the exercise of warrants and proceeds from related party notes in the amount of $8,700,000, $207,500
from convertible notes and $1,190,000 from sales of our common stock and a contribution of capital of $406,040 (as well as non-cash contribution
of capital of $500,000) by the Company's CEO as well as repayments of notes payable, related party notes, amounts due to seller
and bank loans of $2,449,444 and the purchase of treasury shares of $50,000 that was subsequently retired. In 2023, we received proceeds
from related party notes payable of $1,075,365, a contribution of capital from our CEO of $50,000, $260,000 from notes payable, $1,925,000
from convertible notes payable and $1,365,050 from sales of our common and preferred stock. We repaid a total of $671,699 in all of our
related and non-related party debt.

 Since
the date of the reverse merger in December 2020 we have financed our operations through sales of common and preferred stock and the issuance
of debt.

 We
expect that the consolidation of our platform into HUMBL.com as well as our arrangement with the AFL will bring about revenue producing
operations to improve the liquidity of the Company moving forward. However, going forward, the effect of our industry on the capital
markets may limit our ability to raise additional capital on the terms acceptable to us at the time we need it, if at all. The additional
post-COVID challenges related to remote work and travel restrictions that we as a smaller company have faced in striving to meet our
disclosure obligations in a timely manner while taking the steps to protect the health and safety of our employees have impacted, and
may continue to further impact, our ability to raise additional capital.

 The
consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which
contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over
a reasonable period. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome
of the uncertainties.

 Off-Balance
Sheet Arrangements

 As
December 31, 2023 and 2022, we had no off-balance sheet arrangements.

 Critical
Accounting Policies

 Use
of Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include,
but are not limited to, management's estimate of provisions required for permanent and temporary differences related to income
taxes, liabilities to accrue, estimates of the fair value of goodwill and determination of the fair value of stock awards. Actual results
could differ from those estimates.

is valued at the lower of cost or net realizable value, with cost determined using the first-in first-out method. The carrying value
of inventory is evaluated periodically for excess quantities and obsolescence. Management evaluates quantities on hand and physical condition
as these characteristics may be impacted by anticipated customer demand for current products. The allowance is adjusted based on such
evaluation, with a corresponding provision included in cost of sales.

 Fair
Value of Financial Instruments

 ASC
825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates,
methods, and assumptions are set forth below for the Company's financial instruments: The carrying amount of cash, accounts receivable,
prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair
value because of the short-term maturity of those instruments. The Company does not utilize derivative instruments.

Recognition

 The
Company accounts for a contract with a customer that is within the scope of ASC 606 only when the five steps of revenue recognition under
ASC 606 are met.

 We
account for revenues based on the verticals in which they were earned, the three principal verticals being (1) HUMBL Wallet, (2) HUMBL
Marketplace, and (3) HBS – Commercial division. See "Revenue Recognition" in Note 2 of our Financial Statements.

 The
Company has a core revenue focus on:

 1.

 HUMBL

 2.

 – Web Platform

 3.

 HBS
 Commercial Division - ("Powered by HUMBL")

 The
Company plans to drive its revenues through the following channels:

 HUMBL

 The
 Company will drive consumer acquisition primarily through the digital wallet. Consumers can be monetized inside a digital wallet
 through the delivery of search advertising, social media advertising, loyalty advertising, credit card payment transactions, ticketing
 sales, certificates of authenticity and more.

 HUMBL
Web Platform

 The
 Company has developed one of the first digital wallet and web platforms that are connected together. This means that any verified
 customers using the HUMBL.com web platform, are also connected to a digital wallet for consumer and merchant transactions.

 The
 HUMBL.com platform can be used to drive search advertising, social media advertising, loyalty advertising, credit card payment transactions,
 ticketing sales, certificates of authenticity, authentic merchandise purchases and more.

 HBS
Commercial Services ("Powered by HUMBL")

 HUMBL
 also packages its digital wallet and web platform for white-labeling by clients.

 Government
 – HUMBL has secured approval to build a digital wallet for the County of Santa Cruz, CA. This digital wallet will be built
 in a modular way, that can be replicated for other cities, counties, states and national government transactions and record keeping
 in areas such as licensing, renewals and certificates. Once built, HUMBL will offer these digital wallets for government in exchange
 for flat fee, a percentage of transactions, or a mix of both.

 Stadiums,
 Arenas and Leagues – HUMBL has secured approval to serve as the "Official Technology Platform" of the Arena Football
 League (AFL), which is currently comprised of 16 teams through the 2028 season. HUMBL will deliver digital wallet and web platform
 services, with the goal of maximizing ticket revenues, merchandise sales and advertising programs across league digital properties.
 HUMBL will be paid a percentage on every ticket sold by the league, with annual escalators through the end of the 2028 season. HUMBL
 will seek to replicate this model across other teams, sports leagues, stadiums, arenas and festivals.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not
required for smaller reporting companies.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

 Table
of Contents

 Report
 of Independent Registered Public Accounting Firm

 Consolidated
 Balance Sheets

 Consolidated
 Statements of Operations

 Consolidated
 Statements of Changes in Stockholders' Equity (Deficit)

 Consolidated
 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 Report
of Independent Registered Public Accounting Firm

 To
the shareholders and the board of directors of HUMBL, Inc.

 Opinion
on the Financial Statements

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

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 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 has suffered recurring losses from operations and has a significant accumulated deficit. In
addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

 Our
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 audit 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 audit provides
a reasonable basis for our opinion.

 /S/
 BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2021

 Lakewood,
CO

 March

INC

BALANCE SHEETS (IN US$)

31, 2023 AND 2022

 31,

 31,

 2023

 2022

 ASSETS

 Assets:

 Cash

 $
 368,480

 $
 483,251

 Assets
 related to user cryptocurrencies safeguarding obligation

 34,217

 665,738

 36,048

 73,974

 Inventory,
 net

 289,940

 1,038,816

 assets - digital assets, current portion

 -

 6,609

 Prepaid
 expenses and other current assets

 106,082

 22,719

 assets of discontinued operations

 -

 559,202

 Total
 Current Assets

 834,767

 2,850,309

 Non-Current
 Assets:

 Fixed
 assets, net of depreciation

 assets, net of amortization

 803,380

 assets - digital assets, net of current portion

 -

 147,823

 Non-current
 assets of discontinued operations

 -

 3,936

 Total
 Non-Current Assets

 667,572

 975,688

 TOTAL
 ASSETS

 $
 1,502,339

 $
 3,825,997

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 LIABILITIES

 Liabilities:

 $
 1,367,797

 $
 3,805,410

 Obligation
 to issue common shares

 -

 903,936

 User
 cryptocurrencies safeguarding obligation

 34,217

 665,738

 Contingent

 565,815

 2,829,075

 liabilities

 63,316

 -

 portion of notes payable - bank

 5,022

 4,380

 portion of notes payable

 -

 440,000

 portion of notes payable - related parties

 233,685

 10,341,320

 portion of notes payable

 233,685

 10,341,320

 notes payable - related parties, net of current portion

 1,381,830

 7,500,000

 portion of convertible notes payable, net of discount

 1,873,885

 2,636,411

 liabilities of discontinued operations

 -

 1,132,726

 Total
 Current Liabilities

 5,525,567

 30,258,996

 Long-Term
 Liabilities:

 Notes
 payable - bank, net of current portion

 2,511

 6,569

 Notes
 payable - related parties, net of current portion

 100,000

 8,700,000

 Non-current
 liabilities of discontinued operations

 -

 Total
 Long-Term Liabilities

 102,511

 8,856,569

 Total
 Liabilities

 5,628,078

 39,115,565

 Commitments
 and contingency

 -

 -

 STOCKHOLDERS'
 DEFICIT

 stock, 7,000,000
 shares Series A Preferred stock authorized, 570,000
 Series B Preferred stock authorized and 20,000 Series C Preferred stock authorized

 A Preferred, par value $ 0.00001, 7,000,000 and 7,000,000 shares issued and outstanding, respectively

 B Preferred, par value $ 0.00001, 379,875 and 416,159 shares issued and outstanding, respectively

 C Preferred, par value $ 0.00001, 12,280 and 0 shares issued and outstanding, respectively

 -

 -

 Preferred stock, value

 -

 -

 stock, par value, $ 0.00001, 22,500,000,000 and 7,450,000,000 shares authorized, 11,263,429,223 and 2,182,343,775 issued and outstanding,
 respectively

 112,634

 21,823

 Additional
 paid in capital

 99,124,893

 63,887,828

 deficit

 ( 103,241,196
)

 ( 99,218,747
)

 other comprehensive income (loss)

 ( 122,144
)

 Total
 Stockholders' Deficit

 ( 4,125,739
)

 ( 35,289,568
)

 TOTAL
 LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 1,502,339

 $
 3,825,997

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

INC

STATEMENTS OF OPERATIONS (IN US$)

 YEARS
ENDED DECEMBER 31, 2023 AND 2022

 YEARS
 ENDED

 31,

 31,

 2023

 2022

 REVENUES

 $

 $

 COST
 OF REVENUES

 443,348

 181,287

 GROSS
 PROFIT

 562,508

 272,793

 OPERATING
 EXPENSES

 Development
 costs

 188,930

 2,363,225

 Professional
 fees

 2,770,689

 4,280,249

 806,400

 3,752,400

 - inventory

 797,089

 -

 - intangible assets including goodwill

 -

 7,246,260

 - digital assets

 151,409

 1,606,784

 and administrative expenses

 9,232,941

 18,760,553

 Total
 Operating Expenses

 13,947,458

 38,009,471

 OPERATING
 LOSS

 ( 13,384,950
)

 ( 37,736,678
)

 NON-OPERATING
 INCOME (EXPENSE)

 ( 850,591
)

 ( 1,553,003
)

 Loss
 on sale of fixed assets

 -

 ( 57,318
)

 of debt discounts

 ( 375,371
)

 ( 1,672,940
)

 Gain
 on sale of digital assets

 297,895

 in fair value of derivative liability

 43,951

 -

 ( 95,866
)

 -

 Gain
 (loss) on conversion of convertible notes payable

 ( 2,896,068
)

 ( 753,858
)

 Total
 Non-Operating Income (Expenses)

 ( 4,173,921
)

 ( 3,739,224
)

 NET
 LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND PROVISION FOR INCOME TAXES

 ( 17,558,871

)

 ( 41,475,902

)

 DISCONTINUED
 OPERATIONS:

 income from discontinued operations

 ( 149,223
)

 ( 7,092,036
)

 Gain
 on disposal of discontinued operations

 13,685,645

 -

 Total
 discontinued operations

 13,536,422

 ( 7,092,036
)

 NET
 INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES

)

)

 Provision
 for income taxes

 -

 -

 NET
 INCOME (LOSS)

 $
)

 $
)

 Other
 comprehensive income (loss)

 Foreign
 currency translations adjustment

 ( 141,598
)

 Comprehensive
 income (loss)

 $
 ( 4,164,047
)

 $
 ( 48,548,484
)

 Net
 loss per share - basic and diluted

 Continuing
 operations

 $
 ( 0.00
)

 $
 ( 0.03
)

 Discontinued
 operations

 $
 0.00

 $
 ( 0.00
)

 Net
 loss per share - basic and diluted

 $
 ( 0.00
)

 $
 ( 0.03
)

 average common shares outstanding - basic and diluted

 5,372,286,668

 1,573,812,883

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

INC

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (IN US$)

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 A

 B

 C

 Additional

 Other

 Stock

 Paid-In

 to
 be

 Comprehensive

 Amount

 Amount

 Amount

 Amount

 Issued

 Income

 Deficit

 Total

 - January 1, 2022

 $

 544,759

 $

 -

 $
 -

 1,023,039,433

 $
 10,230

 $
 34,182,004

 $
 -

 $
 -

 $
 ( 50,650,809
)

 $
 ( 16,458,500
)

 Stock
 issued for:

 Cash

 -

 -

 -

 -

 -

 -

 149,019,606

 1,490

 1,188,510

 -

 -

 1,190,000

 Services

 -

 -

 1,062

 -

 -

 -

 6,741,250

 577,226

 -

 -

 577,294

 Cancellation
 of shares

 -

 -

 -

 -

 -

 -

 ( 825,000
)

 ( 9
)

 ( 187,241
)

 -

 -

 ( 187,250
)

 - Ixaya

 -

 -

 -

 -

 -

 -

 8,962,036

 1,499,910

 -

 -

 1,500,000

 - BizSecure

 -

 -

 -

 -

 -

 -

 13,200,000

 2,229,348

 -

 -

 2,229,480

 to BizSecure rescinded

 -

 -

 -

 -

 -

 -

 ( 13,200,000
)

 ( 132
)

 -

 -

 -

 of warrants

 -

 -

 -

 -

 -

 -

 10,000,000

 1,999,900

 -

 -

 2,000,000

 -

 -

 -

 -

 -

 -

 10,000,000

 1,552,300

 -

 -

 1,552,400

 Exchange
 of notes payable and accrued interest

 -

 -

 -

 -

 -

 -

 37,374,170

 3,176,430

 -

 -

 3,176,804

 of convertible notes

 -

 -

 -

 -

 -

 -

 141,412,280

 1,414

 2,642,298

 -

 -

 2,643,712

 Redemption
 of shares in settlement

 -

 -

 -

 -

 -

 -

 ( 1,000,000
)

 ( 10
)

 ( 49,990
)

 -

 -

 ( 50,000
)

 of Series B Preferred to common shares

 -

 -

 ( 79,762
)

 ( 1
)

 -

 -

 797,620,000

 7,976

 ( 7,975
)

 -

 -

 -

 canceled for no consideration

 -

 -

 ( 49,900
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 of capital - NFT

 -

 -

 -

 -

 -

 -

 -

 -

 406,040

 -

 -

 406,040

 of capital - digital assets

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 compensation - warrants

 -

 -

 -

 -

 -

 -

 -

 -

 7,162,889

 -

 -

 7,162,889

 compensation - options

 -

 -

 -

 -

 -

 -

 -

 -

 436,467

 -

 -

 436,467

 compensation - restricted stock grants

 -

 -

 -

 -

 -

 -

 -

 -

 4,882,135

 -

 -

 4,882,135

 of contingent consideration - restricted stock units

 -

 -

 -

 -

 -

 -

 -

 -

 1,697,445

 -

 -

 1,697,445

 in comprehensive income

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Net
 loss for the period

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 - December 31, 2022

 $

 416,159

 $

 -

 $
 -

 2,182,343,775

 $
 21,823

 $
 63,887,828

 -

 $

 $
 ( 99,218,747
)

 $
 ( 35,289,568
)

 - January 1, 2023

 $

 416,159

 $

 -

 $
 -

 2,182,343,775

 $
 21,823

 $
 63,887,828

 $
 -

 $

 $
 ( 99,218,747
)

 $
 ( 35,289,568
)

 $

 416,159

 $

 -

 $
 -

 2,182,343,775

 $
 21,823

 $
 63,887,828

 $
 -

 $

 $
 ( 99,218,747
)

 $
 ( 35,289,568
)

 Stock
 issued for:

 Services
 (including settlement of obligation to issue common shares)

 -

 -

 -

 -

 -

 -

 751,317,338

 7,514

 2,281,203

 -

 -

 2,288,717

 - BM Authentics (to settle obligation to issue common shares)

 -

 -

 -

 -

 -

 -

 90,000,000

 899,100

 -

 -

 900,000

 Cash

 -

 -

 -

 -

 1,005

 -

 147,500,000

 1,475

 1,363,575

 -

 -

 1,365,050

 of Tickeri sale

 -

 -

 -

 -

 -

 -

 5,433,656

 47,762

 -

 -

 47,816

 of convertible notes

 -

 -

 -

 -

 -

 -

 7,375,294,454

 73,753

 16,227,499

 -

 -

 16,301,252

 of Series B Preferred to common shares

 -

 -

 ( 36,284
)

 -

 -

 -

 362,840,000

 3,628

 ( 3,628
)

 -

 -

 -

 issued in warrant and debt exchange

 -

 -

 -

 -

 11,275

 -

 342,000,000

 3,420

 6,535,467

 -

 -

 6,538,887

 Vested
 RSUs

 -

 -

 -

 -

 -

 -

 6,700,000

 ( 67
)

 -

 -

 -

 of capital

 -

 -

 -

 -

 -

 -

 -

 -

 50,000

 -

 -

 50,000

 liability converted to common stock

 -

 -

 -

 -

 -

 -

 -

 -

 315,425

 -

 -

 315,425

 Discount
 recorded on convertible notes

 -

 -

 -

 -

 -

 -

 -

 -

 101,506

 -

 -

 101,506

 compensation - warrants

 -

 -

 -

 -

 -

 -

 -

 -

 3,828,624

 -

 -

 3,828,624

 compensation - options

 -

 -

 -

 -

 -

 -

 -

 -

 142,593

 -

 -

 142,593

 compensation - restricted stock grants

 -

 -

 -

 -

 -

 -

 -

 -

 1,184,746

 -

 -

 1,184,746

 of contingent consideration - restricted stock units

 -

 -

 -

 -

 -

 -

 -

 -

 2,263,260

 -

 -

 2,263,260

 in comprehensive income

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 141,598
)

 -

 ( 141,598
)

 Net
 loss for the period

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 - December 31, 2023

 $

 379,875

 $

 12,280

 $
 -

 11,263,429,223

 $
 112,634

 $
 99,124,893

 -

 $
 ( 122,144
)

 $
 ( 103,241,196
)

 $
 ( 4,125,739
)

 $

 379,875

 $

 12,280

 $
 -

 11,263,429,223

 $
 112,634

 $
 99,124,893

 -

 $
 ( 122,144
)

 $
 ( 103,241,196
)

 $
 ( 4,125,739
)

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

INC

STATEMENTS OF CASH FLOWS (IN US$)

 YEARS
ENDED DECEMBER 31, 2023 AND 2022

 2023

 2022

 CASH
 FLOW FROM OPERTING ACTIVIITES FROM CONTINUING OPERATIONS

 Net
 loss

 $
)

 $
)

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

 Depreciation

 8,023

 16,186

 148,334

 640,022

 expense - inventory

 797,089

 -

 expense - intangible assets including goodwill

 -

 7,246,260

 expense - digital assets

 151,409

 1,606,784

 (Gain)
 on sale of digital assets

 ( 24
)

 ( 297,895
)

 Loss
 on conversion of convertible notes payable

 2,896,068

 753,858

 Expenses
 paid for by digital assets

 458,162

 Fee
 added to convertible notes

 58,850

 18,000

 Sales
 commission received in digital assets

 -

 ( 1,814
)

 of debt discounts

 375,371

 1,672,940

 Foreign
 currency adjustment

 ( 141,598
)

 compensation

 7,067,833

 12,199,063

 Gain
 on disposal of Tickeri

 ( 11,577,247
)

 -

 Gain
 on disposal of Monster

 ( 2,108,398
)

 -

 95,866

 -

 in fair value of derivative liability

 ( 43,951
)

 -

 806,400

 3,752,400

 Loss
 on sale of fixed assets

 -

 57,318

 in assets and liabilities, net of acquired amounts

 37,926

 ( 49,528
)

 assets - digital assets

 -

 ( 1,010,934
)

 ( 48,213
)

 ( 28,816
)

 Prepaid
 expenses and other assets

 ( 83,363
)

 14,118

 1,122,137

 2,744,223

 Total
 adjustments

 ( 437,129
)

 29,809,801

 Net
 cash used in operating activities of continuing operations

 ( 4,459,578
)

 ( 18,758,137
)

 Net
 cash provided by operating activities of discontinued operations

 341,091

 7,068,892

 Net
 cash used in operating activities

 ( 4,118,487
)

 ( 11,689,245
)

 CASH
 FLOWS FROM INVESTING ACTIVITIES

 Purchase
 of fixed assets

 -

 ( 8,510
)

 Purchase
 of intangible assets

 -

 ( 275,020
)

 Purchase
 of digital asset (non-fungible token)

 -

 ( 406,040
)

 from the sale of assets

 -

 270,904

 Cash
 paid in purchase of BM Authentics

 -

 ( 110,000
)

 Cash
 paid in purchase of Ixaya, net of amounts received

 -

 ( 148,675
)

 Net
 cash used in investing activities

 -

 ( 677,341
)

 CASH
 FLOWS FROM FINANCING ACTIVITES

 from the exercise of warrants

 -

 2,000,000

 from related party notes payable

 1,075,365

 8,700,000

 of related party notes payable

 ( 100,000
)

 ( 186,514
)

 of notes payable - bank

 ( 3,416
)

 ( 2,930
)

 of notes payable

 ( 568,283
)

 ( 2,260,000
)

 Treasury
 shares repurchased

 -

 ( 50,000
)

 of capital CEO

 50,000

 406,040

 from notes payable

 260,000

 -

 from convertible notes payable

 1,925,000

 207,500

 from issuance of common and preferred stock for cash

 1,365,050

 1,190,000

 Net
 cash provided by financing activities

 4,003,716

 10,004,096

 NET
 (DECREASE) IN CASH AND RESTRICTED CASH

 ( 114,771
)

 ( 2,362,490
)

 CASH
 AND RESTRICTED CASH - BEGINNING OF PERIOD

 483,251

 2,845,741

 CASH
 AND RESTRICTED CASH - END OF PERIOD

 $
 368,480

 $
 483,251

 CASH
 PAID DURING THE PERIOD FOR:

 $
 -

 $
 -

 Income
 taxes

 $
 -

 $
 -

 SUPPLEMENTAL
 INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:

 with Tickeri in disposal

 $
 11,496,095

 $
 -

 with Monster in disposal

 $
 1,848,459

 $
 -

 of preferred stock into common stock

 $
 3,628

 $
 7,976

 of obligation to issue common stock into common stock

 $
 903,936

 $
 449,950

 of convertible notes payable, derivative liability and accrued interest to common stock

 $
 13,355,178

 $
 5,066,658

 of digital assets by CEO

 $
 -

 $

 issued for vested RSUs

 $

 $
 -

 of accounts payable for digital assets

 $
 2,688

 $
 -

 Reclassification
 of fixed assets to assets held for sale

 $
 -

 $
 328,222

 Vesting
 of contingent consideration

 $
 2,263,260

 $
 1,697,445

 Reclassification
 of convertible notes payable to derivative liability

 $
 422,692

 $
 -

 C Preferred Stock issued for debt and warrant exchanges

 $
 6,505,402

 $
 -

 of derivative liability to common stock

 $
 315,425

 $
 -

 Discount
 recorded on convertible debt

 $
 101,506

 $
 -

 in SAS 121 recognition of assets and liabilities

 $
 631,521

 $
 -

 of Ixaya:

 $
 -

 $
 24,446

 Goodwill

 -

 1,008,642

 property - software

 -

 650,000

 -

 ( 10,700
)

 Note
 payable - bank

 -

 ( 13,879
)

 Related
 party advances

 -

 ( 9,834
)

 Total

 -

 1,648,675

 shares issued

 -

 ( 1,500,000
)

 Net
 cash paid in acquisition of Ixaya

 $
 -

 $
 148,675

 of BizSecure:

 Customer
 relationship

 $
 -

 $
 275,000

 property - software

 -

 2,500,000

 Goodwill

 -

 3,981,000

 Total

 -

 6,756,000

 shares issued

 -

 ( 2,229,480
)

 Contingent

 -

 ( 4,526,520
)

 Net
 cash paid in acquisition of BizSecure

 $
 -

 $
 -

 of BM Authentics:

 $
 -

 $
 1,010,000

 shares issued (issued in January 2023, reflected as obligation at December 31, 2022)

 -

 ( 900,000
)

 Net
 cash paid in acquisition of BM Authentics

 $
 -

 $
 110,000

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

INC.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (IN US$)

31, 2023 AND 2022

 NOTE
1: NATURE OF OPERATIONS

Inc. ("Company" or "HUMBL") was incorporated in the state of Oklahoma on November 12, 2009. The Company was redomiciled
on November 30, 2020 to the state of Delaware.

 On
December 3, 2020, HUMBL, LLC ("HUMBL LLC") merged into the Company in what is accounted for as a reverse merger. Under the
terms of the Merger Agreement, HUMBL LLC exchanged 100 % of their membership interests for 552,029 shares of newly created Series B Preferred
Stock. The Series B Preferred shares were issued to the respective members of HUMBL LLC following the approval by FINRA of a one-for-four
reverse stock split of the common shares and the increase in the authorized common shares to 7,450,000,000 shares, and 10,000,000 preferred
shares. On July 27, 2023, the Company increased their authorized common stock to 12,500,000,000 shares. On January 26, 2024, the Company
increased their authorized common stock to 22,500,000,000 shares.

 The
FINRA approval for both the increase in the authorized common shares and reverse stock split occurred on February 26, 2021. To assume
control of the Company, the former CEO, Henry Boucher assigned his 7,000,000 shares of Series A Preferred Stock as well as 550,000,000
shares of common stock to Brian Foote, the President and CEO of HUMBL LLC for a $ 40,000 note payable. The Series A Preferred Stock is
not convertible into common stock; however, it has voting rights of 10,000 votes per 1 share of stock. After the reverse merger was completed,
HUMBL LLC ceased doing business, and all operations were conducted under Tesoro Enterprises, Inc. which later changed its name to HUMBL,
Inc. ("HUMBL" or the "Company").

 On
June 3, 2021 we acquired Tickeri, Inc. ("Tickeri") in a debt and stock transaction totaling $ 20,000,000 following which Tickeri
became a subsidiary of HUMBL. On January 31, 2023, the Company sold Tickeri back to the former owners and reflected the loss on disposal
in the Consolidated Statement of Operations. For the full description of these transactions, refer to the Form 10-K for the year ended
December 31, 2022 filed April 6, 2023.

 On
June 30, 2021, we acquired Monster Creative, LLC ("Monster"). Monster is a Hollywood production studio that specializes in
producing movie trailers and other related content. As part of the acquisition we entered into certain debt instruments with the founders
of Monster that are in default as they were due December 31, 2022. Effective June 30, 2023, the Company and Phantom Power, LLC (the entity
that sold Monster to the Company two years earlier) entered into a Securities Purchase Agreement whereby the Company sold back the membership
interest they held along with 115,000,000 five -year warrants priced at $ 0.05 in exchange for the cancellation of the remaining portion
of the original $ 975,000 non-convertible note of which $ 300,000 remained outstanding, and the cancellation of $ 1,000,000 of the remaining
$ 3,308,830 in convertible notes that remained outstanding. As part of the sale of the membership interest, Monster took back all assets
and liabilities with respect to their company, and the intercompany advances between the Company and Monster were forgiven. The operations
of Monster for 2023 and 2022 are reflected in discontinued operations, and the result of the disposal of Monster is reflected as a loss
on disposal in the consolidated statements of operations. For the full description of Monster, refer to the Form 10-K for the year ended
December 31, 2022 filed April 6, 2023.

 On
February 12, 2022, the Company entered into an asset purchase agreement with BizSecure, Inc. ("BizSecure"). The Company determined
this was an acquisition of a business pursuant to the guidance provided in both ASC 805 and Rule 11-01(d) of Regulation S-X. BizSecure
is not considered a significant subsidiary under Regulation S-X Rule 1-02(w). The Company acquired a customer relationship with the US
Air Force and BizSecure's Mobile ID technology. The Company had issued 13,200,000 common shares and 26,800,000 restricted stock
units ("RSUs") that vest quarterly commencing April 1, 2022 for a period of two years as part of this acquisition. On December
30, 2022, as a result of the Company's failure to timely register the 13,200,000 shares of common stock issued February 12, 2022
BizSecure requested the cancellation of such shares and the 10,050,000 RSUs that vested during 2022. Pursuant to BizSecure's request,
the 13,200,000 shares of common stock and the 10,050,000 RSUs were rescinded effective December 30, 2022. The remaining 16,750,000 RSUs
will continue to vest in accordance with the original terms. For the full description of this transaction, refer to the Form 10-K for
the year ended December 31, 2022 filed April 6, 2023.

 On
March 3, 2022, the Company acquired Ixaya Business SA de CV, a Mexican corporation ("Ixaya"), under a Stock Purchase Agreement
("Ixaya SPA"). The acquisition of Ixaya was for $ 150,000 and 8,962,036 shares of common stock (a value of $ 1,500,000) for
a total of $ 1,650,000. The Company accounted for this acquisition as a business combination under ASC 805, and Ixaya is not considered
a significant subsidiary under Regulation S-X Rule 1-02(w).

 On
November 2, 2022, the Company acquired BM Authentics ("BM"), a provider of sports merchandise ranging from autographed jerseys,
bats, balls, helmets, and photos for $ 110,000 in cash and 90,000,000 shares of common stock. These shares were issued on January 10,
2023.

 On
November 15, 2022 we entered into a Settlement Agreement and Mutual Release of Claims (the "Release Agreement") with Forwardly,
Inc. ("Forwardly") under which we agreed to pay Forwardly $ 2,200,000 in five equal monthly payments of $ 440,000 commencing
November 15, 2022 and ending March 15, 2023. The Company and Forwardly, amended the terms of the payments whereby the Company paid the
January and February 2023 payments in December 2022, and Forwardly agreed to extend the last payment to June 15, 2023. The payment is
being made in connection with a warrant (the "Warrant") that Forwardly purchased from us for $ 200,000 in 2020 that provided
for the purchase of up to 125 million shares of our common stock of which Forwardly purchased 10 million shares for $ 2,000,000 in 2021.
Forwardly retained the 10 million shares under the Warrant in lieu of interest on the $ 2,000,000 it paid to exercise that number of our
shares of common stock under the Warrant. Upon payment of the last $ 440,000, the remaining 115,000,000 warrants were cancelled.

 On
May 10, 2023, we entered into an Equity Financing Agreement (the "EFA") and a Registration Rights Agreement ("Rights
Agreement") with Pacific Lion. Although we are not mandated to sell shares under the EFA, the EFA gives us the option to sell to
Pacific Lion up to $ 20,000,000 worth of our common stock over the period beginning on May 10, 2023, the execution date of the EFA, and
ending on September 30, 2024. All such sales of common stock to be made under the EFA to Pacific Lion shall be referred to in this prospectus
as the "Equity Line".

 On
May 10, 2023, we also entered into the Rights Agreement with Pacific Lion whereby we are obligated to (i) file a registration statement
(the "Registration Statement") to register all shares of common stock to be sold to Pacific Lion under the Equity Line with
the Commission; and (ii) use our best efforts to have the Registration Statement declared effective by the Commission at the earliest
possible date. We have agreed with Pacific Lion to delay the filing of the Registration Statement indefinitely.

 Following
effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the EFA, the Company shall
have the discretion to deliver put notices to Pacific Lion and Pacific Lion will be obligated to purchase shares of the Company's
Common Stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put
to Pacific Lion in each put notice may not exceed 150 % of the average daily share volume of the Common Stock in the five (5) trading
days immediately preceding the put notice, and may not be less than an aggregate value of $ 25,000 or greater than an aggregate value
of $ 200,000, unless such limits are waived by Pacific Lion. Pursuant to the EFA, Pacific Lion and its affiliates will not be permitted
to purchase and the Company may not put shares of the Company's Common Stock to Pacific Lion that would result in Pacific Lion'
beneficial ownership of the Company's outstanding Common Stock exceeding 4.99%. The price of each put share will be equal to eighty-five
percent (85%) of the Market Price (as defined in the EFA). Following an up-list to the NASDAQ, NYSE or an equivalent national exchange
by the Company, the per-share purchase price under the EFA will change to ninety percent (90%) of the Market Price, subject to a floor
agreed upon by the parties at the time of the up-list, below which the Company may not deliver a put notice. Put notices may be delivered
by the Company to Pacific Lion until the earlier of (i) the date on which Pacific Lion has purchased an aggregate of $ 20,000,000 worth
of Common Stock under the terms of the EFA; (ii) the period beginning on the execution date of the EFA and ending on September 30, 2024;
or (iii) written notice of termination delivered by the Company to Pacific Lion, subject to certain equity conditions set forth in the
EFA.

 On
June 1, 2023, the Company amended their Certificate of Incorporation to amend the conversion terms of their Series B Preferred Stock
as follows: (a) for the period beginning June 1, 2023 and ending on September 30, 2023, A Series B holder shall not have the right, whether
by election, operation of law, or otherwise, to convert any shares of Series B Preferred Stock into common stock; (b) for each calendar
month beginning October 2023 through June 2024, A Series B holder shall not have the right, whether by election operation of law or otherwise,
to convert into common stock more than 500 shares of Series B Preferred Stock per month; and (c) for each calendar month beginning July
2024 through December 2024, A Series B holder shall not have the right, whether by election operation of law or otherwise, to convert
into common stock more than 1,000 shares of Series B Preferred Stock per month.

 On
July 19, 2023, we entered into a Settlement Agreement (the "Settlement Agreement") with BizSecure, Inc. ("BizSecure").
On February 12, 2022, we purchased substantially all of BizSecure's assets pursuant to an Asset Purchase Agreement (the "APA").
Under the APA, we were obligated to register a certain number of shares for BizSecure with the Commission within 90 days. We failed to
timely register those shares. Pursuant to the Settlement Agreement, BizSecure agreed to release its claims against us for failing to
timely register the shares as well as all other claims it may have against us arising in connection with the APA. In exchange we agreed
to issue 127,000,000 shares of our common stock to BizSecure, and release any claims we may have against BizSecure in connection with
the APA.

 On
October 3, 2023, the Company signed a Securities Purchase Agreement ("SPA") with Pacific Lion that will provide the Company
with $ 2,040,000 in capital over the next six months. The Company received the first installment of $ 300,000 in financing from Pacific
Lion under this new funding structure in the last week of September 2023 and the first week of October 2023. This financing necessitated
the creation of a new Class C Preferred Stock that the Company achieved through a Certificate of Designation of the Series C Preferred
Stock it filed October 24, 2023 with the Delaware Secretary of State.

 Key
features of the new Class C Preferred Stock include: (a) no voluntary conversion into common shares for two years; (b) automatic conversion
at a 25% discount if listed on a national exchange; (c) prohibition on variable discount rate financings with any new investors; and
(d) no voting rights.

 To
mitigate shareholder dilution, a 12-month lock-up / leak-out agreement will be implemented for Class C Preferred holders that will take
effect subsequent to uplisting on a major national exchange and registration rights after conversion of the Series C Preferred Stock
following an uplist to a national exchange.

 In
addition, the Company entered into a letter agreement dated October 9, 2023 providing Pacific Lion with a right of first refusal prior
to issuing any shares of common stock in connection with debt consolidation efforts.

 HUMBL
is a Web 3, digital commerce platform built to connect consumers, businesses and governments in the digital economy. HUMBL provides simple
tools and packaging for complex new technologies such as blockchain, in the same way that previous cycles of e-commerce and the cloud
were more simply packaged by companies such as Facebook, Apple, Amazon and Netflix over the past several decades. The Company through
their product offerings are looking to simplify and package the digital economy for consumers, corporations and government.

 The
goal of HUMBL is to provide ready built tools, and platforms for consumers and merchants to seamlessly participate in the digital economy.
HUMBL is built on a patent-pending, decentralized technology stack that utilizes both core and partner technologies, to provide faster
connections to the digital economy and each other.

 The
Company is organized into two divisions: a) HUMBL Consumer and b) HUMBL Commercial (HBS). These two divisions incorporate and expand
the Company's core products and services. The majority of the Company's operations prior to 2022 were focused on the Consumer
division.

 HUMBL
– A Verified Commerce Platform

 HUMBL
delivers a digital wallet and website as our core services. HUMBL provides customers with the ability to connect with consumers and merchants
that have all been fully verified.

 1.

 HUMBL

 2.

 3.

 HUMBL
 Commercial Services

 HUMBL

 The
HUMBL Wallet is a 4.9-star application that is available for download on major app stores. The HUMBL Wallet is the centerpiece of the
consumer experience on the HUMBL platform. The HUMBL Wallet consolidates a variety of services for customers in one place and helps us
to verify customers and merchants.

 -

 Search
 Engine

 -

 Social
 Media

 -

 Marketplace

 -

 The
HUMBL Wallet is self-custodied by the individual; ensuring that the user has full control over their online identity, digital assets
and private keys.

 The
HUMBL Wallet is also connected to the BLOCKS Registry, a product registry that allows customers to authenticate and track physical and
digital items.

 HUMBL
Wallet customers have the obligation to perform their own tax record keeping; as well as backup of their private keys, to ensure the
recoverability, data security and storage of their digital assets.

 The
HUMBL Wallet is equipped with 2-factor authentication; as well as biometric security features, which are handled by the handset and its
manufacturer. We do not store or have access to any biometric information related to our verified users.

 The
HUMBL Wallet uses SumSub, Clear and Dojah, third-party service providers, to perform know-your-customer/know-your-business services and
authenticate customers. We do not capture or store consumers' information on our servers, except for their corresponding name,
wallet address and email address for basic communications with the verified user. We do not resell our customers data.

 The
HUMBL Wallet is available in over 130 countries and is not available in any OFAC Countries. The HUMBL Wallet no longer allows customers
to buy, sell or swap digital assets.

 i.
HUMBL Search Engine

 The
HUMBL Search Engine is available via the HUMBL Wallet and the HUMBL.com Platform. The HUMBL Search Engine allows customers to search
for articles, news, images, videos and more. The search engine also serves as a discovery layer for consumers to search for verified
merchandise and tickets.

 ii.
HUMBL Tickets

 Primary
- HUMBL is now the Official Technology Platform of the Arena Football League (AFL) through the 2028 season, and will be offering AFL
tickets for sale, along with other major arena ticketing partners such as Ticketmaster and Seat Geek.

 Secondary
- HUMBL Tickets offers secondary (resale) tickets to thousands of live events across North America. HUMBL Tickets inventory listings
and ticket fulfillment are provided by Ticket Evolution and we earn a commission for each sale through our website.

 The
ticketing content provided on HUMBL Tickets spans across major live music, sports, festivals, and events in multiple countries. HUMBL
Tickets advertises its services primarily across social media, including its own HUMBL Social platform.

 iii.
HUMBL Authentics

 HUMBL
Authentics was designed to pair authenticated buyers and sellers in verified, digital commerce. HUMBL Authentics currently works with
clients such as professional athletes, brands, and marketing and talent agencies, to provide sports merchandise ranging from autographed
jerseys, bats, balls, helmets, photos, and more.

 HUMBL
Authentics mitigates forgeries by pairing physical merchandise with digital certificates of registration. Merchandise is made available
on the HUMBL platform and is verified, registered, and cataloged on the blockchain.

 We
are a software platform and do not act as a broker, financial institution, or creditor for digital collectibles. We facilitate transactions
between the buyer and seller in the auction/sale process, but we are not a party to any agreement between the buyer and seller or between
any users.

 We
previously offered an NFT marketplace and in an effort to ensure compliance with applicable regulations, we have terminated its use.
HUMBL customers may no longer buy or sell NFTs on our platform.

 iv.
HUMBL Social

 HUMBL
Social is one of the world's first user-verified social media platforms. The social media platform is available via web browser
and the HUMBL Wallet. The goal of HUMBL Social is to provide real people, real profiles, and real merchants with a place to connect on
the worldwide web. HUMBL Social supports only verified user profiles, to ensure authenticity of the platform and enhance consumer protection.

 HUMBL
- Commercial Division (HBS)

 Our
digital wallet and website can also be used as a white label or "Powered by HUMBL" solution for commercial clients.

 -

 Government
 - HUMBL is one of the first government-approved digital wallets in the State of California. We are currently in the middle of rolling
 out a pilot program with the County of Santa Cruz, California, that will deliver a digital wallet for Santa Cruz County citizens
 to help them interact more effectively with County government in areas of record keeping such as applications, permits and licensing.

 -

 Sports
 Leagues and Arenas - HUMBL is the "Official Technology Platform" of the Arena Football League (AFL) through the 2028
 season. HUMBL will be providing a digital wallet, website and ticketing services for all 16 teams of this sports league, alongside
 other major ticketing providers such as Ticketmaster and Seat Geek.

 Going
Concern

 Liquidity
is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate
on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable
and accounts payable and capital expenditures.

the past two years, we devoted a substantial amount of capital to build out our platform and as a result our working capital deficit
and accumulated deficit have increased significantly. In addition, we have incurred significant debt from both unrelated and related
parties to assist in supporting our operations.

 As
of December 31, 2023, we had $ 368,480 in cash. During the last two years we built our platform and grew our operations by acquiring companies
to support what we have just recently consolidated into HUMBL.com. The acquisitions increased our debt and our common shares issued as
we spent very little cash in these acquisitions. The impact of COVID-19, supply chain issues, challenges in the cryptocurrency market
and recent bank failures have had a minimal impact on the Company's operations.

 We
had a working capital deficit of $ 4,690,800 and $ 27,408,687 as of December 31, 2023 and 2022, respectively. The majority of our current
liabilities is in the form of long-term debt and notes payable, and accounts payable and accrued expenses. The decrease in working capital
is the direct result of the settlement with Tickeri and Monster resulting in over $ 11,400,000 in reductions of notes payable, accrued
interest and accrued expenses. This reduction was offset by some increases in accounts payable as we continue the development of our
mobile wallet. A majority of the Company's operating expenses in the past two years was the result of non-cash charges such as
impairment of intangible assets including goodwill, settlement and stock-based compensation. The actual monthly cash burn of the Company
is approximately $ 345,000 per month at this time and as our core products come online, this is likely to decrease upon our technology
being completed. The Company in the year ended December 31, 2023 received net proceeds of approximately $ 3,260,365 from various debt
financings and has received $ 1,365,050 in purchases of common and preferred stock and warrants. However, as a result of the operating
losses and working capital deficit, management has determined that there is substantial doubt about the Company's ability to continue
as a going concern.

 In
January 2023 and June 2023, we recognized a gain on disposal of $ 13,685,645 when we settled all claims with the former owners of Tickeri
and Monster and sold them back their companies.

 We
expect that the consolidation of our platform into HUMBL.com as well as our arrangement with the AFL will bring about revenue producing
operations to improve the liquidity of the Company moving forward. However, going forward, the effect of our industry on the capital
markets may limit our ability to raise additional capital on the terms acceptable to us at the time we need it, if at all. The additional
post-COVID challenges related to remote work and travel restrictions that we as a smaller company have faced in striving to meet our
disclosure obligations in a timely manner while taking the steps to protect the health and safety of our employees have impacted, and
may continue to further impact, our ability to raise additional capital.

 The
consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which
contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over
a reasonable period. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome
of the uncertainties.

 Impact
of COVID-19

 The
COVID-19 pandemic previously had a profound effect on the U.S. and global economy and may continue to affect the economy and the industries
in which we operate, depending on the vaccine rollouts and the emergence of virus mutations.

 COVID-19
did not have a material effect on the Consolidated Statements of Operations or the Consolidated Balance Sheets.

 Our
ability to access the capital markets and maintain existing operations is unknown during the COVID-19 pandemic. Any such limitation on
available financing and how we conduct business with our customers and vendors would adversely affect our business.

 Because
the federal government and some state and local authorities are reacting to the many variants of COVID-19, it is creating uncertainty
on whether these actions could disrupt the operation of the Company's business and have an adverse effect on the Company. The extent
to which the COVID-19 outbreak may impact the Company's results will depend on future developments that are highly uncertain and
cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.

 Impact
of Cryptocurrency Bankruptcies

 In
November 2022, both FTX Trading and BlockFi filed for bankruptcy protection under Chapter 11. These bankruptcies have impacted several
companies either directly or indirectly. Customers of the HUMBL Wallet use our platform to hold their cryptocurrency. Assets related
to user cryptocurrencies safeguarding obligation and the user cryptocurrencies safeguarding obligation represent the Company's
obligation to safeguard customers' crypto assets in digital wallets on the Company's platform. The Company safeguards these
assets for customers and is obligated to safeguard them from loss, theft, or other misuse. The Company recognizes the users cryptocurrencies
liabilities and corresponding assets related to the users cryptocurrencies, on initial recognition and at each reporting date, at fair
value of the crypto assets. Any loss, theft, or misuse would impact the measurement of users crypto assets. We removed the HUMBL Pay
app from the Apple App Store and Google Play store on January 31, 2023 and have migrated all customers from HUMBL Pay to the HUMBL Wallet.
HUMBL Wallet users maintain their own private digital wallets where the cryptocurrency is held and HUMBL has no access to those wallets.
In addition, Wyre informed us they will no longer accept any cryptocurrency in our platform effective July 31, 2023. Any funds that remain
as of that date will be considered unclaimed funds, and we expect no SAB 121 amounts to be reflected in the future.

 We
do not, nor have we ever used either of these exchanges to conduct business. We have not been impacted by these bankruptcies. And we
continue to monitor the industry and protect our customers' assets.

 NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP")
and the rules and regulations of the United States Securities and Exchange Commission (the "Commission" or the "SEC").
It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are
necessary for a fair financial statement presentation. All significant accounting policies related to Tickeri and Monster have been removed.
We refer you to the Form 10-K for the year ended December 31, 2022 we filed with the SEC on April 6, 2023 for a discussion of those policies.

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of HUMBL, Inc. and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation. HUMBL, Inc. holds 100 % of Ixaya, and BM Authentics. The Company formed additional
subsidiaries that are inactive and have no activity for future use. All operations of Tickeri and Monster are reflected in discontinued
operations as these entities were sold back to the original owners on January 31, 2023 and June 30, 2023, respectively.

 The
Company applies the guidance of Topic 805 Business Combinations of the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC").

 For
BizSecure, Ixaya, and BM Authentics, the Company accounted for these acquisitions as business combinations and the difference between
the consideration paid and the net assets was applied to goodwill as there were no identifiable intangible assets acquired.

 Reclassification

 The
Company has reclassified certain amounts in the 2022 financial statements to comply with the 2023 presentation. These principally relate
to classification of certain expenses and liabilities. The reclassifications had no impact on total net loss or net cash flows for the
year ended December 31, 2022.

 Use
of Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include,
but are not limited to, management's estimate of provisions required for permanent and temporary differences related to income
taxes, liabilities to accrue, estimates of the fair value of goodwill and determination of the fair value of stock awards. Actual results
could differ from those estimates.

 Cash

 Cash
consists of cash and demand deposits with an original maturity of three months or less. The Company holds no cash equivalents as of December
31, 2023 and 2022, respectively. The Company maintains cash balances in excess of the FDIC insured limit at a single bank.

 In
2022, the Company established a service to their HUMBL Pay app users. The service enables HUMBL Pay app users the ability through a Company
maintained digital asset wallet with Wyre ("Wyre") to purchase digital assets (cryptocurrency). As it can take 5 to 8 business
days to physically settle funds in the Wyre wallet, there may be delays in digital assets being received by customers and the delivery
of BLOCKS in a BitGo wallet ("BitGo"). BitGo is a third-party custodian service that provides the custody for the customers'
BLOCKS.

 The
BitGo account is not the Company's account; however, it represents the pool of all BLOCKS held by and allocated to HUMBL Pay users
accounts. The users may choose to transfer the purchased BLOCKS to their individual wallets outside of HUMBL.

 The
services related to Wyre and BitGo are no longer being offered as we have shut down our HUMBL Pay app. We currently hold no digital assets.

 Safeguarding
Obligation

 Assets
related to user cryptocurrencies safeguarding obligation and the user cryptocurrencies safeguarding obligation represent the Company's
obligation to safeguard customers' crypto assets in digital wallets on the Company's platform. The Company safeguards these
assets for customers and is obligated to safeguard them from loss, theft, or other misuse. The Company recognizes the users' cryptocurrencies
liabilities and corresponding assets related to the users' cryptocurrencies, on initial recognition and at each reporting date,
at fair value of the crypto assets. Any loss, theft, or misuse would impact the measurement of users' crypto assets.

 Wyre
informed us they will no longer custody any cryptocurrency for our customers on their platform effective July 31, 2023. Any funds that
remain as of that date will be considered unclaimed funds, and we expect no SAB 121 amounts to be reflected in the future upon BLOCKS
being removed from the HUMBL platform, which is not accepted in Wyre.

 Fixed
Assets and Long-Lived Assets

 ASC
360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting
Standard Update ("ASU") 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.

 The
Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which
may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company's ability to recover
the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets
are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value
of the assets.

 Fixed
assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets
with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more
depending on circumstances.

 The
Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value
may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:

 1.
Significant underperformance relative to expected historical or projected future operating results;

 2.
Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and

 3.
Significant negative industry or economic trends.

 When
the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above
indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company
records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate
determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is
required in determining whether an indicator of impairment exists and in projecting cash flows.

Recognition

 The
Company accounts for revenues based on the verticals in which they were earned. The three principal verticals in which the Company operates
today are HUMBL Mobile Wallet, HUMBL Marketplace, and HUMBL Blockchain Services.

 HUMBL
Mobile Wallet (formerly HUMBL Pay)

 The
Company is anticipated to earn transaction revenues primarily from fees charged to consumers and merchants on a transaction basis through
the Company's mobile application. These fees may have a fixed and/or variable component. The variable component is generally a
percentage of the value of the payment amount and is known at the time the transaction is processed. For a portion of our transactions,
the variable component of the fee is eligible for reimbursement when the underlying transaction is approved for a refund. The Company
may estimate the amount of fee refunds that will be processed each quarter and record a provision against the net revenues. The volume
of activity processed on the platform, which results in transaction revenue, is referred to as Total Payment Volume ("TPV").

 The
Company may earn revenues from other value-added services, which are comprised primarily of revenue earned through partnerships, referral
fees, subscription fees, gateway fees, ticketing, peer-to-peer payments, and other services that will be provided to merchants and consumers.
These contracts typically have one performance obligation which is provided and recognized over the term of the contract.

 The
transaction price is generally fixed and known at the end of each reporting period; however, for some agreements, it may be necessary
to estimate the transaction price using the expected value method. The Company is expected to record revenue earned in revenues from
other value-added services on a net basis when they are considered the agent with respect to processing transactions.

 HUMBL
Search Engine

are derived principally from the sale of advertisements, classifieds fees, and revenue sharing arrangements. Advertising revenue is derived
principally from the sale of online advertisements which are based on "impressions" (i.e., the number of times that an advertisement
appears in pages viewed by users of our platforms) or "clicks" (which are generated each time users on our platforms click
through our advertisements to an advertiser's designated website) delivered to advertisers.

 The
Company uses the output method and apply the practical expedient to recognize advertising revenue in the amount to which they have a
right to invoice. For contracts with target advertising commitments with rebates, estimated payout is accounted for as a variable consideration
to the extent it is probable that a significant reversal of revenue will not occur.

 HUMBL
Tickets

 The
Company recognizes revenues from HUMBL Tickets primarily from service fees. Revenue is recognized when control of the promised goods
or services is transferred to customers, in an amount that reflects the consideration we receive in exchange for those goods or services.
For service fees and payment processing fees, revenue is recognized when the ticket is sold.

 We
evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control
of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk,
and have the latitude in establishing pricing and selecting suppliers, among other factors.

 For
the payment processing service, we determined that we are the principal in providing the service as we responsible for fulfilling the
promise to process the payment and we have discretion and latitude in establishing the price of our service. Based on our assessment,
we record revenue on a net basis related to our ticketing service and on a gross basis related to our payment processing service. As
a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations.

is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated
uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility
of that creator.

 If
a creator is unwilling or unable to fulfill their refund obligations, we may, at our discretion, provide attendee refunds. Revenue is
also presented net of the amortization of creator signing fees when applicable. The benefit we receive by securing exclusive ticketing
and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the
creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations.

 HUMBL
Marketplace

 The
Company recognizes revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration
to which is expected to be entitled in exchange for those goods or services. Revenue is recognized net of any taxes collected, which
are subsequently remitted to governmental authorities.

 Net
transaction revenues

 The
net transaction revenues will primarily include final value fees, feature fees, including fees to promote listings, and listing fees
from sellers in our Marketplace. The net transaction revenues will also include store subscription and other fees often from large enterprise
sellers. The net transaction revenues are reduced by incentives provided to customers.

 The
Company has identified one performance obligation to sellers on the Marketplace platform, which is to connect buyers and sellers on the
secure and trusted Marketplace platforms. Final value fees are recognized when an item is sold on a Marketplace platform, satisfying
this performance obligation. There may be additional services available to Marketplace sellers, mainly to promote or feature listings,
that are not distinct within the context of the contract.

 Accordingly,
fees for these additional services are recognized when the single performance obligation is satisfied. Promoted listing fees are recognized
when the item is sold and feature and listing fees are recognized when an item is sold, or when the contract expires.

 Further,
to drive traffic to the platform, the Company will provide incentives to buyers and sellers in various forms including discounts on fees,
discounts on items sold, coupons and rewards. Evaluating whether a promotion or incentive is a payment to a customer may require significant
judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later
of when revenue is recognized or when the incentive is paid or promise to be paid. Promotions and incentives to most buyers on our Marketplace
platforms, to whom there is no performance obligation, are recognized as sales and marketing expense. In addition, there may be credits
provided to customers when certain fees are refunded. Credits are accounted for as variable consideration at contract inception when
estimating the amount of revenue to be recognized when a performance obligation is satisfied to the extent that it is probable that a
significant reversal of revenue will not occur and updated as additional information becomes available.

 HUMBL
Blockchain Services

 The
Company disaggregates revenue from contracts with customers into product revenues and services revenues.

 Product
revenue related contracts with customers begin upon contract inception when a purchase order for a specific customer order of a product
to be delivered in the near term. These purchase orders are short-term in nature. Product revenue is recognized at a point in time upon
shipment or upon customer receipt of the product, depending on shipping terms. The Company determined that this method best represents
the transfer of goods as transfer of control typically occurs upon shipment or upon customer receipt of the product.

 Service
revenues primarily consist of revenues derived from maintenance support and the use of the Company's service platforms and application
programming interface ("APIs") on a subscription basis. The Company generates this revenue from fees for maintenance and
support, monthly active user fees, SaaS fees, and hosting and storage fees. In most cases, the subscription or transaction arrangement
is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same
pattern of transfer (i.e., distinct days of service). The Company applies a time-based measure of progress to the total transaction price,
which results in ratable recognition over the term of the contract. The Company determined that this method best represents the transfer
of services as the customer obtains equal benefit from the service throughout the service period.

 The
Company accounts for individual goods and services separately if they are distinct performance obligations, which often requires significant
judgment based upon knowledge of the products and/or services, the solution provided and the structure of the sales contract. In SaaS
agreements, the Company provides a service to the customer that combines the software functionality, maintenance and hosting into a single
performance obligation. In product-related contracts, a purchase order may cover different products, each constituting a separate performance
obligation.

Receivable and Concentration of Credit Risk

 An
allowance is based on management's estimate of the overall collectability of accounts receivable, considering historical losses.
Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts
are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company
does not charge interest on accounts receivable. As of December 31, 2023 and 2022, there was no allowance necessary.

consisted of sports merchandise and memorabilia ranging from autographed jerseys, bats, balls, helmets, and photos being sold in the
HUMBL Marketplace. Inventory is valued at the lower of cost or net realizable value. Management evaluates quantities on hand and physical
condition as these characteristics may be impacted by anticipated customer demand for current products.

 Income
Taxes

 Income
taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with
the relevant tax regulations applicable to the entities. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 The
effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences.

 Uncertain
Tax Positions

 The
Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes. This requires recognition and measurement of uncertain income
tax positions using a "more-likely-than-not" approach. Management evaluates their tax positions on an annual basis.

 The
Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income
tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were
filed.

 Share-Based

 The
Company follows ASC 718 Compensation – Stock Compensation and has adopted ASU 2017-09 Compensation – Stock Compensation (Topic
718) Scope of Modification Accounting. The Company calculates compensation expense for all awards granted, but not yet vested, based
on the grant-date fair values. Share-based compensation expense for all awards granted is based on the grant-date fair values. The Company
policy is to recognize these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each
award for service-based grants, and as the criteria is achieved for performance-based grants, when such grants are made. For stock options
and warrants, the Company uses the Black-Scholes model to estimate the value of those grants. The Company has not had any forfeitures
of these grants, and these estimates of value will include a percentage of forfeitures when that percentage is able to be estimated.

 The
Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting. Cash paid when shares are directly withheld for
tax withholding purposes will be classified as a financing activity in the statement of cash flows.

 Fair
Value of Financial Instruments

 ASC
825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates,
methods, and assumptions are set forth below for the Company's financial instruments: The carrying amount of cash, accounts receivable,
prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair
value because of the short-term maturity of those instruments. The Company does not utilize derivative instruments.

 Leases

 The
Company follows ASC 842 Leases in accounting for leased properties, when they exceed a one-year term. When the Company enters into leases
with a term in excess of one year, they will recognize a lease liability and right of use asset in accordance with the provisions of
ASC 842.

 Earnings
(Loss) Per Share of Common Stock

 Basic
net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share
("EPS") include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable
pursuant to the exercise of stock options and warrants.

stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so
would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations.

 Currency
Translation

 Ixaya's
functional currency is the Mexican Peso and Humbl Chile SpA's functional currency is the Chilean Peso. Their reporting currencies
are both the United States dollar. Transactions denominated in the functional currency are converted into United States dollars using
the exchange rate in effect at the date of the transaction or the average rate for the period in the case of revenue and expense transactions.
Monetary assets and liabilities are re-valued into the reporting currency at each balance sheet date using the exchange rate in effect
at the balance sheet date, with any resulting exchange gains or losses being credited or charged to accumulated other comprehensive income
(loss). Non-monetary assets and liabilities are recorded in the reporting currency using the exchange rate in effect at the date of the
transaction and are not revalued for subsequent changes in exchange rates.

Financial Instruments

 The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates
all of the Company's financial instruments, including convertible notes and warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives.

 The
Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation
dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities,
is remeasured at the end of each reporting period.

Assets

 The
Company no longer owns any digital assets or non-fungible tokens. Digital assets were initially recorded at cost and are subsequently
remeasured at cost, net of any impairment losses on our consolidated balance sheets. We assigned costs to digital asset transactions
on a first-in, first-out basis. Gains or losses were not recorded until realized upon sale(s).

 We
determined the fair value of our digital assets on a nonrecurring basis, based on quoted prices on the active exchange(s) that we have
determined is the principal market for such assets (Level 1 inputs). We performed a quarterly, or more frequent review to identify whether
events or changes in circumstances, principally decreases in the quoted prices on active exchanges on any day during the quarter, indicate
that it is more likely than not that our digital assets are impaired.

 The
cost basis of digital assets were not adjusted upward for subsequent increases in fair value. Such impairment in the value of digital
assets is recorded as a component of other operating expenses in our consolidated statements of operations. We recorded an impairment
loss of approximately $ 151,409 (including $ 147,823 related to our non-fungible token) and $ 1,606,784 related to digital assets during
the years ended December 31, 2023 and 2022, respectively. On June 30, 2023, we transferred the remaining digital assets out of our account
to repay advances from related parties.

 Fair
Value Measurements

 ASC
820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands
disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:

 Level
1 inputs: Quoted prices for identical instruments in active markets.

 Level
2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that
are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 Level
3 inputs: Instruments with primarily unobservable value drivers.

 Segment
Reporting

 The
Company follows the provisions of ASC 280-10 Segment Reporting. This standard requires that companies disclose operating segments based
on the manner in which management disaggregates the Company in making internal operating decisions.

 Commencing
January 1, 2022, the Company simplified their business model to segment their business into two distinct divisions: Consumer and Commercial.

 All
of the Company's sales are from North America, therefore the Company has determined that segment reporting by geographic location
was not necessary. In the future, the Company will continue to monitor their activity by region to determine if it is feasible to report
segment information by location.

 Recent
Accounting Pronouncements

 On
March 31, 2022, the SEC added Staff Accounting Bulletin ("SAB") No. 121 ("SAB 121") into Section FF to Topic
5. The interpretations in this SAB express views of the staff regarding the accounting for entities that have obligations to safeguard
crypto-assets held for their platform users. In connection with these services, these entities and/or their agents may safeguard the
platform users' crypto-assets and also maintain the cryptographic key information necessary to access the crypto-asset. The obligations
associated with these arrangements involve unique risks and uncertainties not present in arrangements to safeguard assets that are not
crypto-assets, including technological, legal, and regulatory risks and uncertainties.

 These
risks can have a significant impact on the entity's operations and financial condition. The staff believes that the recognition,
measurement, and disclosure guidance in this SAB will enhance the information received by investors and other uses of financial statements
about these risks, thereby assisting them in making investment and other capital allocation decisions.

 This
guidance should be applied no later than the financial statements covering the first interim or annual report ending after June 15, 2022,
with retroactive application as of the beginning of the fiscal year to which the interim or annual period relates. Upon adoption of this
guidance, the Company has reflected the asset and liability related to the user cryptocurrencies safeguarded on the Company's platform.
We do not have any ownership or custody of the digital assets maintained on our platform. We engage the services of Wyre and BitGo to
act as the custodians of the digital assets held on our platform. Wyre informed us they will no longer accept any cryptocurrency in our
platform effective July 31, 2023. Any funds that remain other than the BLOCKS that is not accepted in Wyre as of that date will be considered
unclaimed funds, and we expect no SAB 121 amounts to be reflected in the future.

 The
Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition,
results of operations, cash flows or disclosures.

 NOTE
3: DISCONTINUED OPERATIONS

 BLOCK
ETX

 Effective
February 28, 2022, the Company elected to suspend offering the BLOCK ETX products pending further legal analysis regarding how to offer
the BLOCK ETXs in a fully compliant manner with the evolving laws and regulatory treatment of such novel products. The Company will continue
to monitor the regulatory environment with respect to these products. Per ASC 205-20-50-1(a), the timing of the disposal was February
28, 2022. The Company met the criteria for the BLOCK ETX operations to be classified as held for sale at that time.

 All
subscription revenues recognized in January and February 2022, were refunded to the subscribers. The only amounts reflected as discontinued
operations in 2022 relate to the direct expenses attributable to the BLOCK ETX product line that include direct payroll and direct subcontractor
costs. These amounts are reflected in the loss for discontinued operations as noted in the chart below.

 SCHEDULE OF DISCONTINUED OPERATIONS

 2022

 $
 -

 Cost
 of revenue

 -

 Gross
 (loss)

 -

 and non-operating expenses

 7,945

 Loss
 from discontinued operations

 $
 ( 7,945
)

 The
Company paid the refunds to the subscribers in the year ended December 31, 2022, and had no expenses related to the BLOCK ETX product
line after February 28, 2022. For a full description of the BLOCK ETX/HUMBL Financial, refer to the Form 10-K for the year ended December
31, 2022 filed April 6, 2023.

 NON-RESIDENTIAL
PROPERTY

 On
June 30, 2022, the Company determined to sell their non-residential property, and listed this property for sale in July 2022. This represented
a strategic shift for future operations and the Company as a result reclassified the net value on this property of $ 328,222 as a non-current
asset held for sale in accordance with ASC 205-20-45-1E. On September 16, 2022, the Company sold the property for $ 270,905 and recognized
a loss of $ 57,318 on disposal.

 TICKERI

 On
January 31, 2023, the Company entered into a Settlement Agreement (the "Settlement Agreement") with Javier Gonzalez ("Javier")
and Juan Luis Gonzalez ("Juan"). Under the terms of the Settlement Agreement, Tickeri was transferred back to Javier and
Juan, free of any encumbrances and including all of Tickeri's intellectual property, since the Company was in default of the promissory
notes for $ 5,000,000 to each of them with a maturity date of December 3, 2022 (the "Notes") owed to Javier and Juan as a
portion of the consideration paid by the Company under the agreement to acquire Tickeri. Javier and Juan will receive 4,672,897 shares
of the Company's common stock owed to them under the acquisition agreement. Under the terms of the Settlement Agreement, the Notes
were cancelled, and the parties agreed to a mutual release of claims. As a result of this settlement, the Company has reclassified the
assets, and liabilities of Tickeri as held for sale, and the operations as discontinued operations as of and for the year ended December
31, 2022.

 Per
ASC 205-20-50-1(a), the timing of the disposal was January 31, 2023, but the Company had made the decision to dispose of this business
in December 2022, and it represented a strategic shift in the business of the Company. The Company met the criteria for the Tickeri operations
to be classified as held for sale at that time. In addition to the assets and liabilities reflected as discontinued operations, the settlement
with Tickeri resulted in the forgiveness of the two promissory notes totaling $ 10,000,000, accrued interest of $ 789,041 (as of January
31, 2023) and accrued liabilities of $ 700,000 that are part of the Company's liabilities as of January 31, 2023.

assets as of December 31, 2023 and 2022 – Discontinued Operations:

 SCHEDULE OF DISCONTINUED OPERATIONS

 31,

 31,

 2023

 2022

 Cash

 $
 -

 $
 154,159

 -

 40,313

 Total
 current assets

 $
 -

 $
 194,472

liabilities as of December 31, 2023 and 2022 – Discontinued Operations:

 31,

 31,

 2023

 2022

 $
 -

 $
 99,342

 Total
 Current liabilities

 $
 -

 $
 99,342

 Non-current
liabilities as of December 31, 2023 and 2022 – Discontinued Operations:

 31,

 31,

 2023

 2022

 debt

 $
 -

 $

 Total
 Non-current liabilities

 $
 -

 $

 The
Company reclassified the following operations to discontinued operations for the years ended December 31, 2023 and 2022, respectively.

 2023

 2022

 $
 59,180

 $
 1,502,953

 expenses

 137,934

 5,111,485

 Other
 non-operating expenses

 2,398

 2,191

 Net
 loss from discontinued operations

 $
 ( 81,152
)

 $
 ( 3,610,723
)

 The
Company reflected the following gain on disposal for the year ended December 31, 2023 related to the sale of Tickeri:

 SCHEDULE OF GAIN ON DISPOSAL

 2023

 2022

 shares issued

 $
 ( 47,816
)

 $
 -

 Forgiveness
 of related party notes

 10,000,000

 -

 Forgiveness
 of accrued expenses

 1,489,041

 -

 Cash

 ( 163,879
)

 -

 ( 39,457
)

 -

 189,358

 -

 Other
 (income) loss

 -

 Prepaid expenses and other current assets

 Fixed assets

 Due to seller

 Net
 gain on disposal

 $
 11,577,247

 $
 -

 MONSTER

 Effective
June 30, 2023, the Company and Phantom Power, LLC (the entity that sold Monster to the Company two years earlier) entered into a Securities
Purchase Agreement whereby the Company sold back the membership interest they held along with 115,000,000 five -year warrants priced at
$ 0.05 in exchange for the cancellation of the remaining portion of the original $ 975,000 non-convertible note of which $ 300,000 remained
outstanding, and the cancellation of $ 1,000,000 of the remaining $ 3,308,830 in convertible notes that remained outstanding. As part of
the sale of the membership interest, Monster took back all assets and liabilities with respect to their company, and the intercompany
advances between the Company and Monster were forgiven. The operations of Monster for the years ended December 31, 2023 and 2022 are
reflected in discontinued operations, and the result of the disposal of Monster is reflected as a gain on disposal in the consolidated
statements of operations.

assets as of December 31, 2023 and 2022 – Discontinued Operations:

 SCHEDULE OF DISCONTINUED OPERATIONS

 31,

 31,

 2023

 2022

 Cash

 $
 -

 $
 133,699

 -

 224,275

 Prepaid
 expenses and other current assets

 -

 6,756

 Total
 current assets

 $
 -

 $
 364,730

 Non-current
assets as of December 31, 2023 and 2022 – Discontinued Operations:

 31,

 31,

 2023

 2022

 Fixed

 $
 -

 $
 3,936

 Total
 Non current assets

 $
 -

 $
 364,730

liabilities as of December 31, 2023 and 2022 – Discontinued Operations:

 31,

 31,

 2023

 2022

 $
 -

 $
 370,574

 Due
 to seller

 -

 314,619

 portion of related party notes payable

 -

 348,191

 Total
 Current liabilities

 $
 -

 $
 1,033,384

 The
Company reclassified the following operations to discontinued operations for the years ended December 31, 2023 and 2022, respectively.

 2023

 2022

 $
 498,945

 $
 1,798,585

 expenses

 561,667

 5,355,642

 Other
 non-operating expenses

 5,349

 13,817

 Net
 loss from discontinued operations

 $
 ( 68,071
)

 $
 ( 3,481,313
)

 The
Company reflected the following gain on disposal for the year ended December 31, 2023 related to the sale of Monster:

 SCHEDULE OF GAIN ON DISPOSAL

 2023

 2022

 Forgiveness
 of related party notes

 $
 1,072,361

 $
 -

 Forgiveness
 of accrued expenses

 656,619

 -

 Cash

 ( 18,541
)

 -

 ( 414,412
)

 -

 Prepaid
 expenses and other current assets

 ( 40,835
)

 -

 Fixed

 ( 3,093
)

 -

 541,680

 -

 Due
 to seller

 314,619

 -

 Net
 gain on disposal

 $
 2,108,398

 $
 -

 NOTE
4: BUSINESS COMBINATIONS

 For
all acquisitions prior to January 1, 2022, refer to the Form 10-K for the year ended December 31, 2022 filed April 6, 2023.

 BizSecure

 On
February 12, 2022, the Company entered into an asset purchase agreement with BizSecure, Inc. ("BizSecure"). The Company determined
this was an acquisition of a business pursuant to the guidance provided in both ASC 805 and Rule 11-01(d) of Regulation S-X. BizSecure
is not considered a significant subsidiary under Regulation S-X Rule 1-02(w). The Company acquired a customer relationship with the US
Air Force and BizSecure's Mobile ID technology. The Company had issued 13,200,000 common shares and 26,800,000 restricted stock
units ("RSUs") that vest quarterly commencing April 1, 2022 for a period of two years as part of this acquisition. On December
30, 2022, as a result of the Company's failure to timely register the 13,200,000 shares of common stock issued February 12, 2022
BizSecure requested the cancellation of such shares and the 10,050,000 RSUs that vested during 2022. Pursuant to BizSecure's request,
the 13,200,000 shares of common stock and the 10,050,000 RSUs were cancelled effective December 30, 2022. The remaining 16,750,000 RSUs
will continue to vest in accordance with the original terms. For the full description of this transaction, refer to the Form 10-K for
the year ended December 31, 2022 filed April 6, 2023.

 SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

 Customer
 relationships

 $
 275,000

 property - software

 2,500,000

 Goodwill

 3,981,000

 $
 6,756,000

 The
consideration paid for the acquisition of assets of BizSecure was as follows:

 SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION

 Cash

 stock

 $
 2,229,480

 Contingent
 consideration (RSUs)

 4,526,520

 Total

 $
 6,756,000

 The
Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total
acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair
values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market
data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets
acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based
on historical inputs and data as of February 12, 2022.

 The
preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the
finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations
and useful lives for the intangible assets acquired; and (iii) finalization of the fair value of non-cash consideration.

 The
Company had up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained
during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date
that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation
of assets and liabilities is necessary, the Company will adjust these figures.

 The
Company has determined that the preliminary purchase price allocation did not need to be revised.

 Effective
December 31, 2022, the Company impaired the $ 3,981,000 in goodwill and the remaining $ 2,256,618 in intellectual property and customer
relationships, for total impairment of $ 6,237,618.

 On
July 19, 2023, the Company entered into a Settlement Agreement and Mutual Release dated July 19, 2023 (the "Settlement Agreement")
with BizSecure, Alfonso Arana, Alfonso Rodriquez-Arana and Clement Danish to resolve matters arising under the Asset Purchase Agreement
dated February 12, 2022 between the Company and BizSecure in which the Company purchased the assets of BizSecure. Under the terms of
the Settlement Agreement, the Company agreed as follows: (i) within three (3) business days of the execution date, the Company will issue
and deliver 127,000,000 restricted shares of its common stock (the "Shares") (which were issued July 25, 2023) that the Company
will register on SEC Form S-1 within 60 calendar days of the execution date of the Settlement Agreement; (ii) if, prior to and including
the effective date of the Form S-1, and through the end of the 12th month following such effective date, the value per Share falls below
$0.003, then the Company shall file an amendment to the initial Form S-1 filing to increase the number of Shares issued to BizSecure
and the aggregate offering price of the Shares being registered ("|the "Registered Shares"), reflecting the public
market value of the Shares within three (3) business days of the execution date, but in no event shall the Shares be valued less than
$0.003 per share; (iii) if the Company fails to register the Shares, then the Company agrees to immediately pay BizSecure the cash equivalent
of the public market value of the Shares based on (a) the value of the price of the Company's common stock on the day the Company
was obligated to register the Shares, multiplied by 127,000,000 or (b) $0.003 multiplied by 127,000,000 whichever is higher;.(iv) the
public market value of the Shares on the execution date shall be equal to the number of Shares multiplied by $.0026 (the "Share
Value"); (v) on the last day of the first year following the execution date (the "Anniversary Date"), the Share Value
shall be no less than the per share value of the Shares on the Anniversary Date based on the closing price of the Registered Shares on
the Anniversary Date (the "Anniversary Value") (as may be adjusted pursuant to any reverse split). To the extent the Anniversary
Value is lower than the Share Value, which in no event will be less than $0.003, the Company will register and issue and deliver additional
shares to BizSecure equal to the amount necessary for the public market value of the total number of Shares issued to the Stockholders
in accordance with this Agreement to equal the Anniversary Value; and (vi) the Company will transfer ownership of and title to the Vibe
Board Pro 75 to BizSecure.

 Ixaya

 On
March 3, 2022, the Company acquired the assets and liabilities of Ixaya noted below in in accordance with ASC 805. Based on the fair
values at the effective date of acquisition the purchase price was recorded as follows:

 SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

 Cash

 $
 1,325

 receivables

 24,446

 Goodwill

 1,008,642

 property - software

 650,000

 ( 10,700
)

 Payable
 – officer

 ( 9,834
)

 Note
 payable - bank

 ( 13,879
)

 $
 1,650,000

 The
consideration paid for the acquisition of Ixaya was as follows:

 SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION

 Cash

 $

 stock

 1,500,000

 Total

 $
 1,650,000

 The
Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total
acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair
values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market
data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets
acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based
on historical inputs and data as of March 3, 2022. The preliminary allocation of the purchase price is based on the best information
available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible
assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the
valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration.

 The
Company had up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained
during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date
that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation
of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase
price allocation and has determined that there are no adjustments to be made from the original allocation. During the year ended December
31, 2022, the Company impaired $ 1,008,642 of the goodwill.

 The
Company has determined that the preliminary purchase price allocation did not need to be revised.

 The
goodwill was not expected to be deductible for tax purposes.

 BM
Authentics

 On
November 2, 2022, the Company acquired the assets and liabilities of BM Authentics noted below in accordance with ASC 805. Based on the
fair values at the effective date of acquisition the purchase price was recorded as follows:

 SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

 $
 1,010,000

 The
consideration paid for the acquisition of BM Authentics was as follows:

 SCHEDULE OF CONSIDERATION PAID FOR ACQUISITION

 Cash

 $
 110,000

 stock

 900,000

 Total

 $
 1,010,000

 The
Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total
acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair
values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market
data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets
acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based
on historical inputs and data as of November 2, 2022. The preliminary allocation of the purchase price is based on the best information
available and is pending, amongst other things: (i) the finalization of the valuations and useful lives for the intangible assets acquired;
(ii) finalization of the valuation of accounts payable and accrued expenses; (iii) finalization of the valuation of the inventory; and
(iv) finalization of the fair value of non-cash consideration.

 The
Company had up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained
during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date
that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation
of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase
price allocation and has determined that there are no adjustments to be made from the original allocation.

 The
Company has determined that the preliminary purchase price allocation did not need to be revised. The Company issued the shares owed
( 90,000,000 common shares) on January 10, 2023.

 The
goodwill was not expected to be deductible for tax purposes.

 The
following table shows the unaudited pro-forma results for the year ended December 31, 2022 as if the acquisitions had occurred on January
1, 2022. These unaudited pro forma results of operations are based on the historical financial statements and related notes of BizSecure,
Ixaya, BM Authentics and the Company for 2022.

 SCHEDULE OF PRO FORMA INFORMATION

 Year
 Ended

 (Unaudited)

 $
 1,693,950

 Net
 loss

 $
 ( 3,994,683
)

 Net
 loss per share

 $
 ( 0.00
)

 NOTE
5: REVENUE

 On
July 14, 2023, the Company entered into Technology Services Agreement dated July 15, 2023 (the "Agreement") with Arena Football
League Management, LLC ("AFL"). Under the terms of the Agreement, the Company will serve as, and be acknowledged in AFL's
marketing efforts as, the official technology ticketing platform for all AFL events. AFL is a professional indoor football league in
the United States. The Company has agreed to allocate $ 10,000 per month to promote the AFL and AFL venues leading to the 2024 indoor
football league season.

 Under
the compensation terms of the Agreement, the Company will receive a service fee of $ 5.00 that will increase by $ 1.00 each year through
2028 (plus the credit card fee charged in connection with the transaction by the credit card company) from which it will pay AFL $ 1.00
on all tickets sold and processed exclusively through the HUMBL Tickets platform. The service fee received by the Company from AFL for
any venues that do not accept HUMBL Tickets as the exclusive provider will be reduced to $ 2.00 in 2024, $ 3.00 in 2025, $ 4.00 in 2026,
$ 4.50 in 2027 and $ 5.00 in 2028.

 The
Company has agreed to issue shares of its common stock to AFL as follows: (a) 15,000,000 upon completion of the 2024 AFL football season;
(b) 15,000,000 shares upon completion of the 2025 AFL football season; and (c) 15,000,000 shares upon completion of the 2026 AFL football
season. If AFL sells more than $30,000,000 in tickets under the Agreement during the 2024 AFL football season, then the Company will
issue 15,000,000 shares of its common stock to AFL. The Company also agreed to pay the following stock compensation to AFL based on the
number of new customers that download the HUMBL Wallet and purchase an AFL ticket during calendar year 2024: (x) 10,000,000 shares of
common stock for at least 250,000 but less than 500,000 HUMBL Wallet downloads; (y) 15,000,000 shares of common stock for at least 500,000
but less than 1,000,000 HUMBL Wallet downloads; or (z) 25,000,000 shares of common stock for 1,000,000 or more HUMBL Wallet downloads.
The share numbers set forth above will automatically be adjusted in the event of a reverse split or other similar event.

 The
following table disaggregates the Company's revenue by major source for the years ended December 31, 2023 and 2022:

 SCHEDULE OF DISAGGREGATION OF REVENUE

 2023

 2022

 Years
 Ended December 31,

 2023

 2022

 Revenue:

 Services
 - Ixaya

 $
 582,351

 $
 303,368

 Merchandise

 338,233

 108,282

 Software

 50,000

 -

 Tickets

 23,102

 19,529

 NFTs

 -

 1,814

 Rental
 income

 -

 18,864

 Other

 12,170

 2,223

 Total
 revenue

 $

 $

 There
were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value
of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for
which we recognize revenue at the amount to which we have the right to invoice for services performed. The Company has $ 10,000 in deferred
revenue as of December 31, 2023.

 Collections
of the amounts billed are typically paid by the customers within 30 to 60 days.

 NOTE
6: INVENTORY

 On
November 2, 2022, in the acquisition of BM Authentics, the Company acquired $ 1,010,000 in inventory. Inventory consisted of sports merchandise
and memorabilia ranging from autographed jerseys, bats, balls, helmets, and photos. As of December 31, 2023 and 2022, inventory is valued
at $ 289,940 and $ 1,038,816, respectively. In the year ended December 31, 2023, the Company impaired $ 797,089 in inventory.

 NOTE
7: FIXED ASSETS

 As
of December 31, 2023 and 2022, the Company has the following fixed assets:

 SCHEDULE OF FIXED ASSETS

 2023

 2022

 Equipment
 – 5 year-life

 $
 14,282

 $
 14,282

 Furniture
 and fixtures – 5 year-life

 16,308

 16,308

 depreciation

 ( 18,064
)

 ( 10,041
)

 Fixed
 assets, net

 $

 $

 In
June 2021, the Company purchased some equipment and furniture as well as a commercial property in the form of a suite at a luxury hotel.
The Company is the owner of this suite and entered into a long-term rental agreement with the hotel to manage the property. The Company
has use of the suite for 28 calendar days a year and will receive their proportionate income for the other days the suite is being used.
The suite with a net value of $ 328,222 was reclassified to a non-current asset held for sale on June 30, 2022.

 Depreciation
expense for the years ended December 31, 2023 and 2022 was $ 8,023 and $ 16,186, respectively.

 NOTE
8: INTANGIBLE ASSETS AND GOODWILL

 As
of December 31, 2023 and 2022, the Company has the following intangible assets:

 SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS

 2023

 2022

 property - software – 5 year-life

 $
 3,150,000

 $
 3,150,000

 Customer
 relationship – 5 year-life

 275,000

 275,000

 Domain
 names – 15 year-life

 275,020

 275,020

 amortization - software

 ( 2,738,333
)

 ( 2,608,333
)

 amortization – customer relationship

 ( 275,000
)

 ( 275,000
)

 amortization - domain names

 ( 31,641
)

 ( 13,307
)

amortization

 ( 31,641
)

 ( 13,307
)

 assets, net

 $

 $
 803,380

 In
February 2022, the Company acquired intangible assets from BizSecure valued at $ 2,775,000, in March 2022 in the acquisition of Ixaya
acquired intangible assets valued at $ 650,000. On December 31, 2022, the Company impaired $ 2,256,618 in intellectual property related
to BizSecure.

expense for the years ended December 31, 2023 and 2022 was $ 148,334 and $ 640,022, respectively.

expense for the next five years and in the aggregate is as follows:

 SCHEDULE OF AMORTIZATION EXPENSE

 2024

 $
 148,335

 2025

 148,335

 2026

 148,335

 2027

 137,502

 2028

 40,002

 Thereafter

 32,537

 Total

 $

 As
of December 31, 2023 and 2022, the Company has recorded goodwill as follows for our continuing operations:

 SCHEDULE OF GOODWILL FROM CONTINUING OPERATIONS

 – beginning of the period

 $
 -

 $
 -

 of BizSecure

 -

 3,981,000

 of Ixaya

 -

 1,008,642

 -

 1,008,642

 for the period

 -

 ( 4,989,642
)

 Balance - ending of the period

 $
 -

 $
 -

 As
of December 31, 2023, the Company had no remaining goodwill recorded.

 The
Company evaluated ASC 350-20-50 for the goodwill associated with their acquisitions.

 NOTE
9: INTANGIBLE ASSETS – DIGITAL ASSETS

 In
March 2022, the Company purchased an NFT for $ 406,046. The Company had evaluated the fair value of this NFT for impairment and recognized
impairment of $ 258,217 through March 31, 2023. The value of the NFT as of March 31, 2023 is $ 147,823. The NFT will not be amortized as
it is considered a non-statutory based digital asset. The NFT is considered a non-current asset while the other digital assets held by
the Company are considered current assets. On May 3, 2022, the Company's CEO contributed capital to pay for this NFT.

 In
the year ended December 31, 2022, the Company purchased $ 1,010,934 in digital currency expensed $ 458,162 in the digital currency for
future endeavors and for payment of expenses, received commissions on sales of NFTs of $ 1,814, reflected $ 1,348,567 in impairment of
the intangible asset for digital currency, and recognized a gain on sale of digital assets of $ 297,895. The Company's CEO contributed
$ 500,000 worth of BLOCKS to the Company that was included in the digital assets owned by HUMBL prior to using.

 In
the three months ended March 31, 2023, the Company expensed $ 359 in the digital currency for future endeavors and for payment of expenses,
reflected $ 1,995 in impairment of the intangible asset for digital currency, and recognized a gain on sale of digital assets of $ 24.

 In
the three months ended June 30, 2023, the Company reflected $ 149,414 in impairment of the intangible asset for digital currency and the
non-fungible token of $ 147,823. The remaining $ 2,688 was transferred to a related party in repayment of the Company's obligation
on June 30, 2023. The Company no longer owns any digital assets.

 The
value of the digital assets as of December 31, 2023 and 2022 is $ 0 and $ 154,432 (of which the value of the non-fungible token of $ 147,823
is considered a non-current asset), respectively.

 The
following tables present additional information about the Company's digital asset holdings during the years ended December 31,
2023 and 2022:

 SCHEDULE OF DIGITAL ASSET HOLDINGS

Assets Owned By HUMBL:

 Year

 ETH

 BLOCKS

 BTC

 WETH

 DAI

 USDC/USDT

 Total

 – January 1, 2023

 $

 $
 6,064

 $

 $
 -

 $
 -

 $

 $
 6,609

 Advertising
 expenses

 ( 132
)

 -

 -

 -

 -

 ( 227
)

 ( 359
)

 Transfer

 ( 6
)

 ( 2,502
)

 ( 177
)

 -

 -

 ( 3
)

 ( 2,688
)

 – digital assets

 -

 ( 3,562
)

 ( 24
)

 -

 -

 -

 ( 3,586
)

 Gain
 (loss) on disposal of digital assets

 -

 -

 -

 -

 -

 – December 31, 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Year

 ETH

 BLOCKS

 BTC

 WETH

 DAI

 USDC/USDT

 Total

 – January 1, 2022

 $
 2,664

 $
 -

 $

 $
 -

 $
 -

 $

 $
 2,695

 $
 2,664

 $
 -

 $

 $
 -

 $
 -

 $

 $
 2,695

 by CEO

 -

 -

 -

 -

 -

 Purchases
 of digital assets

 983,890

 24,860

 -

 -

 -

 2,184

 1,010,934

 Purchases
 of digital assets by customers in the HUMBL Pay App

 -

 -

 -

 -

 -

 1,775,233

 1,775,233

 Purchases
 of BLOCKS for HUMBL Pay users and NFT purchase

 ( 521,758
)

 ( 14,586
)

 -

 ( 23,590
)

 ( 14,094
)

 ( 1,201,205
)

 ( 1,775,233
)

 Transfers

 343,842

 184,073

 5,191

 20,192

 14,852

 ( 568,150
)

 -

 NFT
 commissions

 1,814

 -

 -

 -

 -

 -

 1,814

 Consulting

 -

 ( 15,478
)

 -

 -

 -

 -

 ( 15,478
)

 Contract
 labor

 -

 ( 325,061
)

 -

 -

 -

 -

 ( 325,061
)

 Exchange
 fees

 ( 105
)

 -

 -

 -

 -

 -

 ( 105
)

 Advertising
 expenses

 ( 95,945
)

 ( 302
)

 ( 4,719
)

 -

 -

 ( 6,902
)

 ( 107,868
)

 Conferences

 ( 9,650
)

 -

 -

 -

 -

 -

 ( 9,650
)

 – digital assets

 ( 791,226
)

 ( 553,339
)

 ( 327
)

 ( 1,972
)

 ( 770
)

 ( 933
)

 ( 1,348,567
)

 Gain
 (loss) on disposal of digital assets

 86,588

 205,897

 5,370

 -

 297,895

 – December 31, 2022

 $

 $
 6,064

 $

 $
 -

 $
 -

 $

 $
 6,609

 $

 $
 6,064

 $

 $
 -

 $
 -

 $

 $
 6,609

 Assets held at December 31, 2022

 0.105302

 6,314,558

 0.011343

 -

 0.422881

 129.648397

Assets Owned By HUMBL Pay Users ( SAB 121 disclosure):

 Under
SAB 121, companies are required to present the asset and liability at fair value for any crypto-assets and obligations to safeguard crypto-assets.
The Company earns no revenue from providing this service to their customers. It is simply an added benefit that HUMBL Pay customers receive
for using the app. The "Buy Crypto, Earn Rewards" service enables HUMBL Pay app users the ability through a Company maintained
digital asset wallet with Wyre to purchase digital assets (cryptocurrency) and earn rewards. These rewards are not paid by the Company,
but by Wyre itself. As it can take 5 to 8 business days to physically settle funds in Wyre, there may be delays in digital assets being
received by customers and the delivery of BLOCKS to a BitGo. BitGo is a third-party custodian service that provides the custody for the
customers' BLOCKS.

 Upon
adoption of this guidance, the Company has reflected the asset and liability related to the user cryptocurrencies safeguarded on the
Company's platform. We do not have any ownership or custody of the digital assets maintained on our platform. We engage the services
of Wyre and BitGo to act as the custodians of the digital assets held on our platform. Wyre informed us they will no longer accept any
cryptocurrency in our platform effective July 31, 2023. Any funds that remain as of that date, will be considered unclaimed funds, and
we expect no SAB 121 amounts to be reflected in the future.

 NOTE
10: NOTE PAYABLE - BANK

 On
March 3, 2022 with the acquisition of Ixaya, the Company assumed a loan with Citibanamex. The loan is due in monthly payments of $ 7,110
MXN (approximately $ 350 US$) inclusive of interest and matures in July 2025. As of December 31, 2023 and 2022, the Company has $ 7,533
and $ 10,949 outstanding under the loan. As of December 31, 2023, the Company has included $ 5,022 in current liabilities, and the balance
of $ 2,511 in long-term liabilities.

 NOTE
11: NOTES PAYABLE

 The
Company entered into notes payable as follows as of December 31, 2023 and 2022. The chart below does not include notes payable that were
repaid or converted during 2022, or notes payable that were reclassified to liabilities of discontinued operations or disposed of. Refer
to the Form 10-K for the year ended December 31, 2022 filed April 6, 2023 for a full description of those notes:

 SCHEDULE OF NOTES PAYABLE

 Note
 payable entered into February 8, 2023 with a maturity date of February 8, 2024 at 12 % interest per annum

 $
 -

 $
 -

 Note
 payable entered into May 11, 2023, with a maturity date of February 23, 2025 at 4 % interest per annum (acquired from a related party
 lender (see Note 12))

 -

 -

 Note
 payable entered into November 15, 2022 with a company pursuant to a settlement agreement and mutual release of claims, payments due
 in 5 equal payments on November 15, 2022, December 15, 2022, January 15, 2023, February 15, 2023 and June 15, 2023 (previously March
 15, 2023) (January 2023 and February 2023 payments were made on December 30, 2022 to extend the final payment to June 15, 2023);
 upon satisfaction of the note payable, the Company will receive back 115,000,000 warrants. In lieu of interest, the company will
 keep 10,000,000 shares previously issued in exercise of warrants

 -

 440,000

 Total

 -

 440,000

 Less:
 Discounts

 -

 -

 Less:
 Current portion

 -

 ( 440,000
)

 debt

 $
 -

 $
 -

expense for the years ended December 31, 2023 and 2022 was $ 20,698 and $ 5,833, respectively. There was $ 144,888 in accrued interest as
of December 31, 2023 as this was acquired along with the $ 2,700,000 related party note. The lender of the purchased note converted the
$ 2,700,000 of the note for 1,335,308,441 shares of common stock which resulted in a $ 289,018 loss on conversion.

 NOTE
12: NOTES PAYABLE – RELATED PARTIES

 The
Company entered into notes payable – related parties as follows as of December 31, 2023 and 2022. The chart below does not include
notes payable that were repaid or converted during 2022, or notes payable that were reclassified to liabilities of discontinued operations
or disposed of. Refer to the Form 10-K for the year ended December 31, 2022 filed April 6, 2023 for a full description of those notes:

 SCHEDULE OF NOTES PAYABLE RELATED PARTIES

 31,

 2023

 31,

 2022

 Notes
 payable ($ 435,000 and $ 65,000), at 5 % interest, originally maturing April 1, 2022, extended to October 1, 2022 for the acquisition
 of Monster (see Note 4) with the two principals of Monster; payments due at maturity (increased note balance by $ 18,000 to the two
 noteholders for the extension which did not constitute a material modification of a debt instrument). In connection with the sale
 of the membership interests back to the former owners effective June 30, 2023, $ 300,000 of these notes were cancelled and the remaining
 $ 33,000 were exchanged for 20,000,000 warrants.

 $
 -

 $
 333,000

 Notes
 payable to the sellers of Tickeri ($ 5,000,000 each for a total of $ 10,000,000) at 5 % interest due December 3, 2022 (not considered
 in default by noteholders as this was settled on January 31, 2023)

 -

 10,000,000

 Notes
 payable ($ 271,250 and $ 215,000), at 3 % interest, maturing December 31, 2022, with family relatives of the two principals of Monster;
 payments due at maturity. These notes are now reflected in liabilities of discontinued operations at December 31, 2022 and have been
 sold back to the former owners as part of the sale effective June 30, 2023

 -

 -

 Note
 payable with a company whose managing member is related to an officer and director of the Company, at 4 % interest, maturing February
 22, 2025, payment due at maturity ($ 300,000 of this note was converted and the remaining $ 2,700,000 was sold to a third party (see
 Note 11)

 -

 3,000,000

 Note
 payable with a company whose managing member is related to an officer and director of the Company, at 4 % interest, maturing March
 31, 2025, payment due at maturity. The balance of $ 1,150,000 long with accrued interest was exchanged for Series C preferred stock
 in October 2023.

 -

 1,500,000

 Note
 payable with a company whose managing member is related to an officer and director of the Company, at 5 % interest, maturing July
 26, 2025, payment due at maturity. The balance of $ 2,000,000 long with accrued interest was exchanged for Series C preferred stock
 in October 2023.

 -

 2,000,000

 Note
 payable with a company whose managing member is related to an officer and director of the Company, at 6 % interest, maturing July
 3, 2024, payment due at maturity. The balance of $ 200,000 long with accrued interest was exchanged for Series C preferred stock in
 October 2023.

 -

 -

 Note
 payable with a company whose managing member is related to an officer and director of the Company, at 5 % interest, maturing November
 15, 2024, payment due at maturity (represents four draws of the line of credit ($ 440,000 each) and one draw for $ 450,000 entered
 into on November 15, 2022). The balance of $ 2,650,000 long with accrued interest was exchanged for Series C preferred stock in October
 2023.

 -

 2,200,000

 Note
 payable with a company whose managing member is related to an officer and director of the Company, at 6 % interest, maturing March
 23, 2024, payment due at maturity. The balance of $ 250,000 long with accrued interest was exchanged for Series C preferred stock
 in October 2023.

 -

 -

 Note
 payable with a company whose managing member is related to an officer and director of the Company, at 6 % interest, maturing July
 11, 2024, payment due at maturity. The balance of $ 50,000 long with accrued interest was exchanged for Series C preferred stock in
 October 2023.

 -

 -

 Note
 payable with a company whose managing member is related to an officer and director of the Company, at 6 % interest, maturing September
 14, 2024, payment due at maturity. The balance of $ 100,000 long with accrued interest was exchanged for Series C preferred stock
 in October 2023.

 -

 -

 Note
 payable with a company controlled by a senior member of management dated August 1, 2023 for a period of eighteen months; $ 100,000
 due within 45 days of the note; $ 200,000 due in one-year and the remaining $ 100,000 due at maturity. The initial payment was not
 made within 45 days however the company did provide the Company additional time to make the payment without being in default.

 300,000

 -

 Advance
 – officer – Ixaya, on demand, no interest

 33,685

 8,320

 Total

 333,685

 19,041,320

 Less:
 Current portion

 ( 233,685
)

 ( 10,341,320
)

 debt

 $
 100,000

 $
 8,700,000

 Maturities
of notes payable – related parties as of December 31 is as follows:

 SCHEDULE OF MATURITIES NOTES PAYABLE - RELATED PARTIES

 2024

 $
 233,685

 2025

 100,000

 Total

 $
 333,685

expense for the years ended December 31, 2023 and 2022 was $ 326,068 and $ 732,729, respectively. There is no accrued interest at December
31, 2023.

 On
January 31, 2023, in the sale back to the former owners of Tickeri, the $ 10,000,000 in related party notes along with $ 789,041 in accrued
interest were included in the settlement and are no longer payable.

 On
April 28, 2023, $ 300,000 of a related party note was exchanged for 50,000,000 shares of common stock.

 On
July 13, 2023, $ 350,000 of a related party note was exchanged for 132,827,324 shares of common stock resulting in a loss on conversion
of $ 61,765.

 On
October 24, 2023, the Company exchanged $ 6,150,000 in related party notes payable and $ 355,402 in accrued interest into 8,775 shares
of Series C preferred stock.

 NOTE
13: CONVERTIBLE PROMISSORY NOTES

 The
Company entered into notes payable – related parties as follows as of December 31, 2023 and 2022. The chart below does not include
notes payable – related parties that were repaid or converted during 2022. Refer to the Form 10-K for the year ended December 31,
2022 filed April 6, 2023 for a full description of those notes:

 SCHEDULE OF CONVERTIBLE PROMISSORY NOTES

 31,

 2023

 31,

 2022

 note at 10 % interest, maturing July 14, 2022, extended to June 30, 2023 convertible into common shares

 $
 -

 $
 1,410,146

 note at 8 % interest, maturing March 17, 2023 convertible into common shares at $ 1.00 per share.

 80,000

 1,020,000

 note at 2.5 % interest, maturing March 1, 2024 convertible into common shares at $ 0.012 per share

 -

 -

 note at 9 % interest, maturing February 8, 2024 convertible into common shares at 70 % of the Market Price as defined in the convertible
 note agreement (this note is reclassified to "Derivative Liabilities")

 -

 -

 note at 9 % interest, maturing March 6, 2024 convertible into common shares at 70 % of the Market Price as defined in the convertible
 note agreement (a portion of this note is reclassified to "Derivative Liabilities")

 -

 -

 note at 8 % interest, maturing October 25, 2023, net of discount convertible into common shares at $ 0.0099 per share

 -

 -

 note due November 23, 2023 convertible into shares at 70 % of the Market Price as defined in the convertible note agreement in an
 amount up to $ 1,100,000. Company received the first tranche of $ 110,000, net of discount on February 23, 2023 and the second tranche
 of $ 55,000 on April 5, 2023. No interest unless there is an event of default (this note is reclassified to "Derivative Liabilities")

 -

 -

 note due March 31, 2024, net of discount convertible into common shares at $ 0.008 per share

 -

 -

 note at 9 % interest, maturing April 5, 2024 convertible into common shares at 70 % of the Market Price as defined in the convertible
 note agreement (this note is reclassified to "Derivative Liabilities")

 -

 -

 notes due July 26, 2024 into common shares equal to the lowest closing trade price of the common stock in the 10 days following the
 issuance date.

 375,000

 -

 note due April 28, 2024, net of discount convertible into common shares at $ 0.008, no interest unless there is an event of default

 -

 -

 note payable entered into April 10, 2023, with a maturity date of April 10, 2024, no interest charged unless in default

 20,230

 -

 note in the amount of $ 400,000 purchased from another convertible note holder (see above, formerly had a balance of $ 1,020,000)

 -

 -

 note up to $ 800,000 at 6 % entered into May 10, 2023 maturing May 10, 2024. Balance automatically converts upon an uplisting to a
 nationally recognized exchange (NYSE/NASDAQ) at 80 % of the volume weighted average price of the common stock on the Senior Exchange
 during the first five trading days following the uplisting

 585,000

 -

 note at 9 % interest, maturing August 24, 2024 convertible into common shares at 70 % of the Market Price as defined in the convertible
 note agreement

 60,000

 -

 note, maturing September 7, 2024 convertible into common shares at 70 % of the Market Price as defined in the convertible note agreement

 55,000

 -

 note payable entered into November 6, 2023, with a maturity date of August 15, 2024, one time interest charge assessed upon issuance

 155,870

 -

 note payable entered into November 15, 2023, with a maturity date of November 15, 2024, one time interest charge assessed upon issuance

 205,978

 -

 note payable entered into November 20, 2023, with a maturity date of November 20, 2024, one time interest charge assessed upon issuance

 62,150

 -

 note payable entered into December 14, 2023, with a maturity date of December 14, 2024 one time interest charge assessed upon issuance

 242,000

 -

 note payable entered into December 19, 2023, with a maturity date of December 19, 2024, one time interest charge assessed upon issuance

 242,000

 -

 note at 8 % interest, maturing September 8, 2023 convertible into common shares at $ 0.012 per share, net of discount

 -

 222,000

 Total

 2,083,228

 2,652,146

 Less:
 Current portion

 ( 1,873,885
)

 ( 2,636,411
)

 Less:
 Discounts

 ( 209,343
)

 ( 15,735
)

 debt

 $
 -

 $
 -

 On
April 14, 2021 we received bridge financing in the form of a loan in the principal amount of $ 3,300,000 from Brighton Capital Partners,
LLC ("Brighton Capital" or "BCP") for which we issued them a convertible promissory note due originally on July
14, 2022. The note has since been extended to June 30, 2023 for no consideration and thus it was deemed to not be a material modification
to the debt instrument. The note has been fully converted as of June 30, 2023.

 BCP
has been converting this note and accrued interest since August 16, 2022. In addition, they sold a portion of the note ($ 300,000) to
a third-party, which has also been converted. The Company issued 493,668,676 shares of common stock, which includes 86,000,000 issued
to a third party that purchased $ 300,000 of this note in the six months ended June 30, 2023 in conversions of the BCP note. The Company
recognized a loss on conversions of BCP (and third parties that purchased portions of this note) in the amount of $ 1,672,555.

 On
May 17, 2021, the Company issued a convertible promissory note to an investor for $ 1,020,000 with an original issue discount of $ 20,000,
for a term of twenty-two months maturing March 17, 2023. The Company recognized a $ 20,000 original issue discount at inception of this
convertible note. A total of $ 940,000 of this note was purchased by third parties who in turn converted the entire $ 940,000, leaving
a remaining balance of $ 80,000 on the original note.

 On
December 8, 2022, the Company entered into an 8 % convertible redeemable note in the amount of $ 222,000 with an original issue discount
of $ 14,500, for a term of nine months due September 8, 2023. From the $ 207,500 in proceeds received, $ 7,500 was deducted to pay for legal
fees of the issuer. The Company received net proceeds of $ 200,000. The note is convertible into shares of common stock at $ 0.012 per
share. Should the Company be in default of this note, the conversion price would be equal to the lower of (a) $ 0.012 or (b) 70 % of the
lowest trading price for the fifteen prior trading days including the day upon which a conversion notice is received by the Company.
In addition, the Company was required to reserve with the transfer agent, 74,000,000 shares of common stock for this note. The entire
amount of this note was converted in six tranches in July and August 2023.

 On
January 25, 2023, the Company entered into an 8 % convertible redeemable note in the amount of $ 138,750 with an original issue discount
of $ 9,000, for a term of nine months due October 25, 2023. From the $ 129,750 in proceeds received, $ 4,750 was deducted to pay for legal
fees of the issuer. The Company received net proceeds of $ 125,000. The note is convertible into shares of common stock at $ 0.0099 per
share, as long as the note is not in default. Should the Company be in default of this note, the conversion price would be equal to the
lower of (a) $ 0.0099 or (b) 70 % of the lowest trading price for the fifteen prior trading days including the day upon which a conversion
notice is received by the Company. In addition, the Company was required to reserve with the transfer agent, 57,000,000 shares of common
stock for this note. This note was fully converted in July 2023.

 On
February 8, 2023, the Company entered into a 9 % convertible promissory note in the amount of $ 77,500 with an original issue discount
of $ 9,000, for a term of twelve months due February 8, 2024. From the $ 77,500 in proceeds received, $ 2,500 was deducted to pay for legal
fees of the issuer. The Company received net proceeds of $ 75,000. The note is convertible into shares of common stock at 70 % of the lowest
trading price for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date. In addition,
the Company was required to reserve with the transfer agent, 76,884,920 shares of common stock for this note. This note was reclassified
to Derivative Liabilities, See Note 15, as the conversion option qualified as a derivative instrument under ASC 815. This note was fully
converted in three tranches in August 2023.

 On
February 23, 2023, the Company entered into a convertible promissory note in the amount up to $ 1,100,000. On February 23, 2023, the Company
received the first tranche of this note in the amount of $ 110,000, including $ 10,000 in original issue discount for net proceeds of $ 100,000.
On April 4, 2023, the Company received the second tranche of this note of $ 55,000, with a $ 5,000 original issue discount. On September
7, 2023, the Company received a third tranche of $ 55,000, with a $ 5,000 original issue discount. The note is convertible into shares
of common stock at 70 % of the lowest trading price for the twenty prior trading days. In addition, the Company was required to reserve
with the transfer agent, the amount of common shares equal to three times the number of common shares needed to convert any of the outstanding
amounts received. At September 30, 2023, the reserve equals 175,000,000 shares of common stock for this note. This note was reclassified
to Derivative Liabilities, See Note 15, as the conversion option qualified as a derivative instrument under ASC 815. As of December 31,
2023, two of the three notes have been fully converted with tranche three still outstanding.

 On
March 1, 2023, a noteholder sold $ 2,925,000 of their outstanding related party note to a third party. The entire note has been converted
into 243,750,000 shares of common stock.

 On
March 6, 2023, the Company entered into a 9 % convertible promissory note in the amount of $ 59,250, for a term of twelve months due March
6, 2024. From the $ 59,250 in proceeds received, $ 4,250 was deducted to pay for legal fees of the issuer. The Company received net proceeds
of $ 55,000. The note is convertible into shares of common stock at 70 % of the lowest trading price for the twenty prior trading days
ending on the latest complete Trading Day prior to the Conversion Date. In addition, the Company was required to reserve with the transfer
agent, 61,335,403 shares of common stock for this note. This note was reclassified to Derivative Liabilities, See Note 15, as the conversion
option qualified as a derivative instrument under ASC 815. This note was fully converted in August 2023.

 On
March 31, 2023, the Company entered into a Convertible Promissory Note in the amount of $ 150,000 with an original issue discount of $ 12,500
and a $ 12,500 interest charge assessed at closing, and a term of twelve months due March 31, 2024. The Company received net proceeds
of $ 125,000. The note is convertible into shares of common stock at $ 0.008 per share. Beginning on September 30, 2022, the investor has
the right to cause note in cash or common stock. If the Company pays in common stock, it may do so at 70 % of the lowest trading price
for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date. In addition, the Company was
required to reserve with the transfer agent, 50,000,000 shares of common stock for this note. This note was fully converted in November
2023.

 On
April 10, 2023, the Company entered into a Promissory Note in the amount of $ 59,675, with a term of twelve months due April 10, 2024,
and an original issue discount of $ 5,425. From the $ 54,250 in proceeds received, $ 4,250 was deducted to pay for legal and due diligence
fees. The Company received net proceeds of $ 50,000. Following an event of default, the note is convertible into shares of common stock
at 70 % of the lowest trading price for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion
Date. A one-time interest charge of $ 7,757 was added upon the issuance of the note. Beginning on May 30, 2023 and for the next nine months
thereafter, the Company is required to make monthly amortization payments of $ 6,743.20. In addition, the Company was required to reserve
with the transfer agent, 52,346,491 shares of common stock for this note.

 On
April 28, 2023, we issued a convertible promissory note in the amount of $ 60,000, including a $ 5,000 original issue discount and a $ 5,000
interest charge. The Company received net proceeds of $ 50,000. The note is convertible at the lender's option at $ 0.008 per share.
After six months, the lender has the right to cause the Company to redeem the note. After receiving a redemption notice from the lender,
the Company has the right to pay the redemption amount in cash or common stock. If we elect to pay in common stock, the conversion price
will be 70 % of lowest closing trade price of the common stock in the previous 20 trading days. The note may be prepaid at any time subject
to a 15 % premium. This note was fully converted in November 2023.

 On
May 10, 2023, the Company issued a convertible promissory note in the amount of up to $ 800,000 to Pacific Lion LLC ("Pacific Lion").
The amount of the initial tranche funded under the note was $ 100,000. The lender has the right at its option to fund up to an additional
$ 700,000 under the note. The note bears interest at 6 % per annum and is due on May 10, 2024. Upon completion of an uplisting to a senior
stock exchange, the note will automatically convert into common stock at 80 % of the uplisting offering price. In the event an uplisting
does not occur by the maturity date or upon an event of default, the note will become convertible at 80 % of the average of the closing
trade prices during the five trading days preceding the date of conversion. The principal amount of the note may be prepaid at any time
without penalty. The foregoing description of the note does not purport to be complete and is qualified in its entirety by reference
to the note which is filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. In addition to
the note, the Company also issued a Warrant to Purchase Shares of Common Stock to Pacific Lion on May 10, 2023. The warrant is exercisable
for 500,000 shares for a period of five years at $ 0.10 per share. The Company valued the warrant at $ 2,145. In the event that an uplisting
to a senior stock exchange does not occur within nine months of the issuance date, the warrant will automatically be cancelled.

 On
July 26, 2023, the Company entered into Securities Purchase Agreements with three different investors (the "Purchase Agreements").
Pursuant to the Purchase Agreements, the Company issued three convertible promissory notes in the original principal amount of $ 125,000
and three warrants to purchase 187,500,000 shares of its common stock for a total purchase price of $ 375,000. The notes are due in 12
months from the issuance date, bear interest at the rate of 10 % per annum and have a fixed conversion price equal to the lowest closing
trade price of the common stock in the 10 days following the issuance date. The warrants are exercisable for a period of five years,
have a cashless exercise provision and an exercise price of $ 0.002 per share.

 On
August 24, 2023, the Company entered into a 9 % convertible promissory note in the amount of $ 60,000, for a term of twelve months due
 August 24, 2024. The note is convertible into shares of common stock at 70 % of the lowest trading price for the twenty prior trading
days ending on the latest complete Trading Day prior to the Conversion Date.

 On
November 6, 2023, the Company entered into a Promissory Note in the amount of $ 178,250, due August 15, 2024, and an original issue discount
of $ 23,250. The Company received net proceeds of $ 155,000. Following an event of default, the note is convertible into shares of common
stock at 70 % of the lowest trading price for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion
Date.

 On
November 15, 2023, the Company entered into a Promissory Note in the amount of $ 187,253, due November 15, 2024. A one-time interest charge
of $ 18,725 was added to the note, and an original issue discount of $ 17,023 was reflected that provided net proceeds of $ 170,230 to a
vendor of the Company to pay outstanding invoices owed to them.

 On
November 20, 2023, the Company entered into a Promissory Note in the amount of $ 62,150, due November 20, 2024, and an original issue
discount of $ 7,150. The Company received net proceeds of $ 55,000. Following an event of default, the note is convertible into shares
of common stock at 70 % of the lowest trading price for the twenty prior trading days ending on the latest complete Trading Day prior
to the Conversion Date.

 On
December 14, 2023, the Company entered into a Promissory Note in the amount of $ 220,000, due December 14, 2024. A one-time interest charge
of $ 22,000 was added to the note, and an original issue discount of $ 20,000 was reflected that provided net proceeds of $ 200,000 to the
Company.

 On
December 19, 2023, the Company entered into a Promissory Note in the amount of $ 220,000, due December 19, 2024. A one-time interest charge
of $ 22,000 was added to the note, and an original issue discount of $ 20,000 was reflected that provided net proceeds of $ 200,000 to the
Company.

 All
of the convertible promissory notes as of December 31, 2023 are due in the next fiscal year, and therefore all current.

 The
Company evaluated the terms of the convertible notes and determined that there were derivative liabilities to be recorded at inception
of the notes as there were sufficient shares to net share settle the notes at the discounted values.

expense for the years ended December 31, 2023 and 2022 was $ 223,678 and $ 434,245, respectively. Amortization of debt discount, and original
issue discount was $ 375,371 and $ 422,413 for the years ended December 31, 2023 and 2022, respectively. Accrued interest at December 31,
2023 was $ 232,428.

 The
Company recognized a loss on conversion of notes of $ 2,896,068 and $ 753,858 for the years ended December 31, 2023 and 2022, respectively.

 NOTE
14: CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES

 The
Company entered into convertible notes payable – related parties as follows as of December 31, 2023 and 2022. The
chart below does not include convertible notes payable – related parties that were repaid or converted during 2022. Refer to the
Form 10-K for the year ended December 31, 2022 filed April 6, 2023 for a full description of those notes:

OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES

 31,

 2023

 31,

 2022

 Monster
Creative purchase – June 30, 2021

 $
 1,381,830

 $
 7,500,000

 Less:
 Current portion

 ( 1,381,830
)

 ( 7,500,000
)

 debt

 $
 -

 $
 -

 All
of the convertible promissory notes – related parties are in default and reflected in current liabilities as of December 31, 2023.

 On
June 30, 2021, the Company acquired Monster Creative, LLC. The Monster Purchase Price included: (a) a convertible note to Phantom Power,
LLC in the amount of $ 6,525,000 that bears interest at 5 % per annum, and was to mature December 31, 2022, convertible into the Company's
common stock; and (b) a convertible note to Kevin Childress in the amount of $ 975,000 that bears interest at 5 % per annum, and was to
mature December 31, 2022, convertible into the Company's common stock. During the six months ended June 30, 2023, the Company converted
$ 361,413 of the $ 975,000 note and sold the remaining $ 613,587 to a third party, who since converted the entire amount. Of the $ 5,525,000
note, the noteholder sold $ 2,925,000 to a third party who since converted the entire amount and converted $ 900,000 of this note. In the
securities purchase agreement entered into effective June 30, 2023, $ 1,000,000 of the remaining balance of the note was cancelled, leaving
a balance of $ 2,308,830. Of this amount $ 225,000 was sold to a third party and converted in August 2023, $ 702,000 was sold to a third
party and converted in October 2023, leaving a balance outstanding of $ 1,381,830.

 The
Company evaluated the terms of the convertible notes and determined that there were no terms that would necessitate the recognition of
any derivative liabilities.

expense for the years ended December 31, 2023 and 2022 was $ 162,085 and $ 375,000, respectively.

 NOTE
15: DERIVATIVE LIABILITIES

 The
Company entered into several convertible notes payable during the nine months ended September 30, 2023, that terms include variable conversion
prices (see Note 13). The Company evaluated these terms and determined that the conversion option on the convertible notes payable contained
characteristics that required the Company to classify them as derivative liabilities. The Derivative Instruments have been accounted
for utilizing ASC 815 "Derivatives and Hedging." The Company has incurred a liability for the estimated fair value
of Derivative Instruments. The estimated fair value of the Derivative Instruments has been calculated using the Black-Scholes fair value
option-pricing model with key input variables provided by management, as of the date of issuance, with changes in fair value recorded
as gains or losses on revaluation in other income (expense).

 The
Company identified embedded features in some of the agreements which were classified as liabilities. These embedded features included
a variable conversion price that would convert those instruments into a variable number of common shares. The accounting treatment of
derivative financial instruments requires that the Company treat the instrument as liability and record the fair value of the instrument
as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance
sheet date.

 The
Company determined the derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate
the fair value as of December 31, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to
expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the
dividend rate.

to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using
the Black-Scholes valuation model. The following assumptions were used on December 31, 2023 and at inception:

OF FAIR VALUE ASSUMPTIONS OF WARRANTS

 Year
 Ended

 Inception

 term

 0.20
 – 1.00 years

 0.75
 – 1.00 years

 volatility

 - 156
 %

 120 %
 – 125
 %

 dividend yield

 -

 -

 Risk-free
 interest rate

 4.85
 – 5.55
 %

 4.85
 %

 Market
 price

 $
 0.0007
 – $ 0.013

 $
 0.0078
 - $ 0.013

 The
Company's derivative liabilities as of December 31, 2023 and inception associated with the offerings are as follows.

OF DERIVATIVE LIABILITY

 31,

 2023

 31,

 2022

 Inception

 Fair
 value of conversion option on February 8, 2023 note (see Note 13)

 $
 -

 -

 $
 122,025

 Fair
 value of conversion option on February 23, 2023 note (see Note 13)

 -

 -

 127,100

 Fair
 value of conversion option on March 6, 2023 note (see Note 13)

 -

 -

 47,919

 Fair
 value of conversion option on April 5, 2023 note (see Note 13)

 -

 -

 59,133

 Fair
 value of conversion option on September 7, 2023 note (see Note 13)

 63,316

 -

 66,515

 liabilities

 $
 63,316

 $
 -

 $
 422,692

 Activity
related to the derivative liabilities for the year ended December 31, 2023 is as follows:

OF ACTIVITY RELATED TO DERIVATIVE LIABILITIES

 Beginning
 balance as of December 31, 2022

 $
 -

 Bifurcation
 of conversion option on convertible notes payable

 422,692

 Reclassification
 to equity upon conversion of convertible notes payable

 ( 315,425
)

 in fair value of derivative liabilities

 ( 43,951
)

 Ending
 balance as of December 31, 2023

 $
 63,316

 There
were no derivative liabilities in the year ended December 31, 2022.

 NOTE
16: STOCKHOLDERS' EQUITY (DEFICIT)

Stock

 As
of December 31, 2023 and 2022, the Company has 10,000,000 shares of Preferred Stock authorized, designated as follows: 7,000,000 shares
of Series A Preferred Stock authorized, 570,000 shares of Series B Preferred Stock, and 20,000 shares of Series C Preferred Stock authorized.
All shares of preferred stock have a par value of $ 0.00001.

A Preferred Stock

 Dividends.
Shares of Series A Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and
conditions as that of holders of common stock, as may be declared by the Board of Directors.

 Conversion.
There are no conversion rights.

 Redemption.
 Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the
Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series
A Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more
than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem
all or a portion of the outstanding Series A Preferred Stock in cash at a price per share of Series A Preferred Stock equal to 100% of
the liquidation value.

 Voting
Rights. Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have
the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held.

 Liquidation.
Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series A Preferred
Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value
of the Series A Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the
assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series
A Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such
shares if all amounts payable thereon were paid in full.

 The
 7,000,000 shares were issued to a former officer of the Company and assigned to the new CEO at the time of the reverse merger of HUMBL.

B Preferred Stock

 Prior
to the amendment of the Certificate of Incorporation on October 29, 2021, the criteria established for the Series B Preferred Stock was
as follows:

 Dividends.
Shares of Series B Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and
conditions as that of holders of common stock, as may be declared by the Board of Directors.

 Conversion.
Each share of Series B Preferred Stock shall be convertible at the option of the holder thereof at any time after December 3, 2021 at
the office of the Company or any transfer agent for such stock, into ten thousand ( 10,000) fully paid and nonassessable shares of common
stock subject to adjustment for any stock split or distribution of securities or subdivision of the outstanding shares of common stock.

 Redemption.
 Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the
Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series
B Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more
than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem
all or a portion of the outstanding Series B Preferred Stock in cash at a price per share of Series B Preferred Stock equal to 100% of
the liquidation value.

 Voting
Rights. Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have
the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held.

 Liquidation.
Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series B Preferred
Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value
of the Series B Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the
assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series
B Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such
shares if all amounts payable thereon were paid in full.

 HUMBL
exchanged 100 % of their membership interests for 552,029 shares of newly created Series B Preferred Stock. The Series B Preferred shares
were issued to the respective members of HUMBL following the approval by FINRA of the one-for-four reverse stock split of the common
shares and the increase in the authorized common shares to 7,450,000,000 shares. The FINRA approval for both the increase in the authorized
common shares and reverse stock split occurred on February 26, 2021. These shares that were issued in the reverse merger had a value
of $ 39,967.

 These
shares have a lock-up provision that prevents the holders to convert into common stock for a period of one-year from the date of the
merger of December 3, 2020, with the exception of those held by the CEO who had a two-year lock up provision. In addition, officers and
directors that received these shares are subject to strict selling limitations, where the number of shares sold within the preceding
three months cannot exceed the greater of: (a) 1 % of the total outstanding common shares; and (b) the average weekly reported trading
volume for the previous four weeks.

 On
February 26, 2021, the Company issued 493 shares of Series B Preferred Stock for services rendered that were cancelled. On April 15,
2021, the Company revised their issuances and issued with an effective date of March 31, 2021, 2,272 Series B Preferred shares for services
rendered. Of the 2,272 shares issued, 528 are vested immediately, 1,219 are vested over one year, and 525 are vested over two years.
The vesting period commenced January 1, 2021. All of the Series B Preferred Shares issued have one-year lock up provisions to convert
into common stock from the date of the merger of December 3, 2020. These shares have been fully expensed as of December 31, 2022.

 Between
May 3 and May 6, 2021, the Company's CEO converted 79,625,000 shares of common stock into 7,962 Series B Preferred shares. These
shares are subject to a lock-up provision whereby the CEO has agreed not to convert these Series B shares to common for a period of two
years.

 On
July 6, 2021, the CEO of the Company cancelled 9,350 shares of Series B Preferred Stock ( 93,500,000 if converted into common stock) for
no consideration.

 On
November 19, 2021, the Company paid $ 215, to redeem 215 Series B Preferred Shares.

 In
December 2021, there were 7,939 Series B Preferred shares converted into 79,390,000 common shares.

 On
March 17, 2022, the CEO of the Company cancelled 4,900 shares of Series B Preferred Stock ( 49,000,000 if converted into common stock)
and on September 21, 2022, the Company's CEO cancelled 45,000 Series B Preferred shares (the equivalent of 450,000,000 common shares)
for no consideration.

the year ended December 31, 2022, there were 79,762 shares of Series B Preferred Stock converted into 797,620,000 common shares.

 For
the three months ended March 31, 2023, there were 15,984 shares of Series B Preferred Stock converted into 159,840,000 common shares.

 For
the three months ended June 30, 2023, there were 9,795 shares of Series B Preferred Stock converted into 97,950,000 common shares.

 There
was no activity in the three months ended September 30, 2023.

 For
the three months ended December 31, 2023, there were 10,505 shares of Series B Preferred Stock converted into 105,050,000 common shares.

 As
of December 31, 2023, the Company has 379,875 shares of Series B Preferred Stock issued and outstanding.

 On
June 1, 2023, the Company amended their Certificate of Incorporation to amend the conversion terms of their Series B Preferred Stock
as follows: (a) for the period beginning June 1, 2023 and ending on September 30, 2023, A Series B holder shall not have the right, whether
by election, operation of law, or otherwise, to convert any shares of Series B Preferred Stock into common stock; (b) for each calendar
month beginning October 2023 through June 2024, A Series B holder shall not have the right, whether by election operation of law or otherwise,
to convert into common stock more than 500 shares of Series B Preferred Stock per month; and (c) for each calendar month beginning July
2024 through December 2024, A Series B holder shall not have the right, whether by election operation of law or otherwise, to convert
into common stock more than 1,000 shares of Series B Preferred Stock per month.

C Preferred Stock

 On
October 24, 2023, the Company filed a Certificate of Designation with the State of Delaware to designate 20,000 shares to be authorized
for Series C Preferred Stock.

 The
criteria established for the Series C Preferred Stock was as follows:

 Dividends.
Shares of Series C Preferred Stock shall not be entitled to receive any dividend.

 Conversion.
(a) Automatic Conversion – upon such time the Company shall become listed on a national securities exchange, the Series C Preferred
stock shall automatically convert into shares of the Company's common stock at a conversion price equal to a 25 % discount to the
public offering price, if the uplist occurs in connection with an underwriters effective registration statement registering the offer
and sale of the Company's common stock, or, in the event that the uplist occurs without a public offering, then the conversion
rate shall be a 25 % discount to the opening trading price on such national securities exchange. In connection with a public offering,
each holder hereby consents to a cutback and/or lockup not to exceed 180 calendar days of its as-converted common stock if such cutback
and/or lockup is required by the underwriter of the public offering; and (b) Voluntary Conversion – after the two year anniversary
of the issuance of any share of Series C Preferred Stock, and provided that an uplist has not been consummated, the holder may convert
their shares of Series C Preferred Stock, at their sole and absolute discretion into shares of common stock at the then fair market value
of the common stock.

 Redemption.
The Series C Preferred Stock shall not be subject to mandatory redemption.

 Voting
Rights. Holders of Series C Preferred Stock shall have no voting rights.

 Liquidation.
In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary ("Liquidation Event"),
before any distribution or payment shall be made to the holders of the Series C Preferred Stock, and after the distribution or payment
to the Series A Preferred Stock and Series B Preferred Stock, in accordance with their respective terms, the holders of the Series C
Preferred Stock shall be entitled to receive an amount per share equal to the sum of the initial issuance price applicable to such Series
C Preferred Stock for each outstanding share of Series C Preferred Stock plus any declared but unpaid dividends on such share. The initial
issuance price shall mean $ 1,000 per share (as adjusted for stock splits, stock dividends, recapitalizations, and similar transactions).
If upon, any Liquidation Event, the assets of the Company shall be insufficient to make payment in full to the holders of the Series
C Preferred Stock of the applicable Liquidation Preference, then such assets shall be distributed among the holders of the Series C Preferred
Stock at the time outstanding, ratably in proportion to the full preferential amounts to which they would otherwise be entitled.

 In
the period October 24, 2023 through December 31, 2023, the Company issued 12,280 shares of Series C Preferred Stock for cash, exchange
of debt and exchange of warrants. The 12,280 shares are outstanding as of December 31, 2023.

Stock

 The
Company has 22,500,000,000 shares of common stock, par value $ 0.00001, authorized. The Company has 11,263,429,223 and 2,182,343,775 shares
issued and outstanding as of December 31, 2023 and 2022, respectively. On May 26, 2023 the Board of Directors agreed to increase the
number of common shares authorized from 7,450,000,000 shares to 12,500,000,000 shares. The stockholders approved this action on May 29,
2023. This action became effective on July 27, 2023. On January 26, 2024, the Board of Directors agreed to increase the authorized common
shares to 22,500,000 shares.

 In
the three months ended March 31, 2022, the Company: (a) issued 4,000,000 shares in a settlement; (b) 10,000,000 shares in the exercise
of warrants; (c) 13,200,000 shares in the asset purchase of BizSecure (also granted 26,800,000 restricted stock units in this acquisition);
(d) 8,962,036 shares in the acquisition of Ixaya; (e) 675,000 shares for services rendered; (f) 37,374,170 shares issued for the exchange
of notes payable and accrued interest; and (g) 220,640,000 shares issued in conversion of 22,064 Series B Preferred stock. In addition,
the Company cancelled 825,000 shares.

the three months ended March 31, 2022, the Company expensed $ 1,440,464 related to shares issued to consultants and advisors for services
as noted above, leaving $ 4,626,417 of stock-based compensation yet to be expensed as of March 31, 2022. The Company has reduced their
obligation to issue common stock by 1,120,176 shares and as of March 31, 2022 has an obligation to issue 198,750 shares valued at $ 26,831.
These shares were issued in April 2022.

 In
the three months ended June 30, 2022, the Company: (a) issued 198,750 shares for services rendered; and (b) issued 224,510,000 shares
in conversion of 22,451 Series B Preferred stock.

the three months ended June 30, 2022, the Company expensed $ 1,216,115 related to shares issued to consultants and advisors for services
as noted above, leaving $ 3,410,302 of stock-based compensation yet to be expensed as of June 30, 2022. The Company has reduced their
obligation to issue common stock by 198,750 shares and as of June 30, 2022 has an obligation to issue 198,750 shares valued at $ 10,236.
These shares were issued in July 2022.

 In
the three months ended September 30, 2022, the Company: (a) issued 11,698,750 shares for services rendered; (b) issued 208,010,000 shares
in conversion of 20,801 Series B Preferred stock; (c) 30,338,978 shares for conversion of notes payable valued at $ 800,000, and recognized
a loss on conversion of these shares in the amount of $ 305,967; and (d) the Company redeemed 1,000,000 shares of common stock in a settlement.
In September 2022, the Company received $ 425,000 from three investors as part of a total of $ 575,000 for 38,333,333 shares and 76,666,666
warrants with a strike price of $ 0.03 and $ 0.04 ( 38,333,333 each). The remaining $ 150,000 was received in October 2022 and the shares
were issued in October 2022. The Company has included the $ 425,000 in additional paid in capital as of September 30, 2022.

the three months ended September 30, 2022, the Company expensed $ 1,192,808 related to shares issued to consultants and advisors for services
as noted above, leaving $ 2,217,494 of stock-based compensation yet to be expensed as of September 30, 2022. The Company has reduced their
obligation to issue common stock by 198,750 shares and as of September 30, 2022 has an obligation to issue 198,750 shares valued at $ 4,969.
These shares were issued in October 2022.

 In
the three months ended December 31, 2022, the Company: (a) issued 168,750 shares for services rendered; (b) issued 144,460,000 shares
in conversion of 14,446 Series B Preferred stock; (c) 111,073,302 shares for conversion of notes payable valued at $ 1,537,745, and recognized
a loss on conversion of these shares in the amount of $ 753,858; and (d) the Company issued 72,352,940 shares of common stock with 11
different investors for $ 615,000, and issued 76,666,666 shares of common stock for $ 575,000.

the three months ended December 31, 2022, the Company expensed $ 1,032,748 related to shares issued to consultants and advisors for services
as noted above, leaving $ 1,184,746 of stock-based compensation yet to be expensed as of December 31, 2022. The Company has reduced their
obligation to issue common stock by 198,750 shares and as of December 31, 2022 has an obligation to issue 168,750 shares valued at $ 1,585.
These shares were issued in January 2023.

 In
the three months ended March 31, 2023, the Company: (a) issued 40,418,750 shares for services rendered; (b) issued 159,840,000 shares
in conversion of 15,984 Series B Preferred stock; (c) 527,274,658 shares for conversion of notes payable valued at $ 4,855,141, and recognized
a loss on conversion of these shares in the amount of $ 427,740; (d) the Company issued 90,000,000 shares of common stock in the acquisition
of BM Authentics; and (e) 5,433,656 shares of common stock in settlement with Tickeri on the disposal of that entity.

the three months ended March 31, 2023, the Company expensed $ 1,135,579 related to shares issued to consultants and advisors for services
as noted above, leaving $ 49,167 of stock-based compensation yet to be expensed as of March 31, 2023. The Company has reduced their obligation
to issue common stock by 90,418,750 shares and as of March 31, 2023 has no obligation to issue shares. In addition, the Company recognized
$ 206,032 in BCF discounts on convertible notes and the Company's CEO contributed $ 50,000 during the three months ended March 31,
2023.

 In
the three months ended June 30, 2023, the Company: (a) issued 250,000 shares for services rendered valued at $ 1,925; (b) issued 97,950,000
shares in conversion of 9,795 Series B Preferred stock; (c) 776,645,700 shares for conversion of notes payable and accrued interest valued
at $ 3,219,683, and recognized a gain on conversion of these shares in the amount of $ 799,573; (d) sold 147,500,000 shares of common stock
for $ 360,050; (e) exchanged 38,333,333 warrants for 76,666,666 shares of common stock for no consideration and recognized a charge to
the consolidated statement of operations equal to the value of the common shares of $ 460,000; and (f) issued 3,350,000 shares of common
stock for vested RSUs to BizSecure.

the three months ended June 30, 2023, the Company expensed $ 36,875 related to shares issued to consultants and advisors for services
as noted above, leaving $ 12,292 of stock-based compensation yet to be expensed as of June 30, 2023.

 In
the three months ended September 30, 2023, the Company: (a) issued 428,631,922 shares for services rendered valued at $ 861,100; (b) 2,460,231,239
shares for conversion of notes payable and accrued interest valued at $ 4,198,292, and recognized a loss on conversion of these shares
in the amount of $ 897,257; (c) 127,000,000 shares of common stock in a settlement with BizSecure for $ 406,400; and (d) issued 3,350,000
shares of common stock for vested RSUs to BizSecure.

the three months ended September 30, 2023, the Company expensed $ 12,292 related to shares issued to consultants and advisors for services
as noted above, leaving $ 0 of stock-based compensation yet to be expensed as of September 30, 2023.

 In
the three months ended December 31, 2023, the Company: (a) issued 78,350,000 shares for services rendered valued at $ 175,355; (b) 3,611,142,857
shares for conversion of notes payable and accrued interest valued at $ 4,027,643 that includes a loss on conversion of these shares
in the amount of $ 2,420,643; (c) 342,000,000 shares of common stock in a cashless exchange of warrants; and (d) issued 105,050,000 shares
of common stock in conversion of 10,505 Series B Preferred shares.

 Stock
Incentive Plan

 On
July 21, 2021, the Company established the HUMBL, Inc. 2021 Stock Incentive Plan (the "Plan") for a total issuance not to
exceed 20,000,000 shares of common stock. The purpose of the Plan is to promote the long-term growth and profitability of the Company
by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the
Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.

 The
Plan permits the granting of Stock Options (including incentive stock options qualifying under Code Section 422 and nonqualified stock
options), Stock Appreciation Rights, restricted or unrestricted Stock Awards, Restricted Stock Units, Performance Awards, other stock-based
awards, or any combination of the foregoing.

 Warrants

 Warrants
issued in 2023 and 2022 consisted of the following:

 On
September 29, 2022, the Company entered into subscription agreements with investors whereby the Company issued 38,333,333 shares of common
stock (issued in October 2022) and granted three-year warrants expiring September 29, 2025 for 38,333,333 warrants at $ 0.03 per share
and 38,333,333 warrants at $ 0.04 per share. The Company received $ 425,000 in proceeds as of September 30, 2022 with the remaining $ 150,000
in proceeds received in October 2022. These warrants were cancelled on December 14, 2022.

 Between
November 7, 2022 and ending November 13, 2022 with 11 different investors issued warrants to purchase 36,176,471 shares of its common
stock. The Warrants are exercisable for a period of three years, have a cashless exercise provision and have an exercise price of $ 0.017
per share.

 On
December 14, 2022 with 4 different investors issued warrants to purchase 38,333,333 shares of its common stock. The Warrants are exercisable
for a period of three years, have a cashless exercise provision and have an exercise price of $ 0.012 per share.

 On
May 10, 2023, the Company issued 500,000 warrants with a term of five years at an exercise price of $ 0.10. The warrants were immediately
vested and valued at $ 2,145.

 On
May 15, 2023, the Company issued 125,000,000 warrants with a five -year term and $ 0.005 exercise price in connection with a common share
issuance.

 On
June 30, 2023, the Company issued 115,000,000 warrants with the former partners of Monster to settle all claims upon the sale of Monster
back to the original owners. These warrants have a five year term and an exercise price of $ 0.05 per share.

 On
July 26, 2023, the Company entered into Securities Purchase Agreements with three different investors (the "Purchase Agreements").
Pursuant to the Purchase Agreements, the Company issued three convertible promissory notes in the original principal amount of $ 125,000
and three warrants to purchase 187,500,000 shares of its common stock for a total purchase price of $ 375,000. The notes are due in 12
months from the issuance date, bear interest at the rate of 10 % per annum and have a fixed conversion price equal to the lowest closing
trade price of the common stock in the 10 days following the issuance date. The warrants are exercisable for a period of five years,
have a cashless exercise provision and an exercise price of $ 0.002 per share.

 On
November 17, 2023, the Company issued 43,000,000 warrants with an exercise price of $ 0.0011 that expire December 31, 2027 in exchange
for the cancellation of 105,000,000 warrants issued on December 4, 2020 and the issuance of 2,500 Series C Preferred shares valued at
$ 33,485.

 On
December 14, 2023, the Company issued 100,000,000 warrants with a strike price of $ 0.001 that expire December 14, 2026 in the issuance
of a note payable in the amount of $ 220,000.

 On
December 19, 2023, the Company issued 100,000,000 warrants with a strike price of $ 0.001 that expire December 19, 2026 in the issuance
of a note payable in the amount of $ 220,000.

 The
following represents a summary of the warrants:

 SCHEDULE OF WARRANTS ACTIVITIES

 Year

 Year

 Price

 Price

 Beginning

 347,234,804

 $
 0.26265

 283,650,000

 $
 0.32627

 Granted

 1,046,000,000

 0.00745

 151,176,470

 0.02486

 Exercised

 ( 50,000,000
)

 -

 ( 10,000,000
)

 0.20

 Forfeited/Exchanged

 ( 220,000,000
)

 -

 ( 77,366,666
)

 -

 Expired

 ( 21,725,000
)

 -

 ( 225,000
)

 -

 Ending

 1,101,509,804

 $
 0.03257

 347,234,804

 $
 0.26265

 Intrinsic
 value of warrants

 $
 -

 $
 -

 Average Remaining Contractual Life (Years)

 3.99

 1.57

 As
of December 31, 2023, 1,101,509,804 warrants are vested.

 For
the years ended December 31, 2023 and 2022, the Company incurred stock-based compensation expense of $ 3,828,624 and $ 7,162,889, respectively
for the warrants in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants were calculated based on the black-scholes
calculation using the assumptions reflected in the chart below for both the service-based grants and the performance-based grants.

 As
of December 31, 2023, there remains unrecognized stock-based compensation expense related to these warrants of $ 9,142,095 comprising
of service-based grants through June 30, 2026.

 Options

 Options
issued in 2023 and 2022 consisted of the following:

 On
May 26, 2022, the Company granted 8,660,000 stock options to employees. These options have a term of 10 years and are exercisable into
shares of common stock at a price of $ 0.0983 per share.

 As
of December 31, 2023, 5,000,000 of the May 26, 2022 options as well as 630,000 options issued in 2021 have been forfeited. As of December
31, 2023, 3,036,667 options are exercisable.

 SUMMARY
OF STOCK OPTION

 Year

 Year

 Price

 Price

 Beginning

 4,005,000

 $
 0.1501

 630,000

 $
 0.70

 Granted

 -

 -

 8,660,000

 0.0983

 Exercised

 -

 -

 -

 -

 Forfeited

 ( 345,000
)

 -

 ( 5,285,000
)

 -

 Expired

 -

 -

 -

 -

 Ending

 3,660,000

 $
 0.0983

 4,005,000

 $
 0.1501

 Intrinsic
 value of options

 $
 -

 $
 -

 Average Remaining Contractual Life (Years)

 8.41

 9.36

 For
the year ended December 31, 2023 and 2022, the Company incurred stock-based compensation expense of $ 142,592 and $ 436,467, respectively
for the options in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants were calculated based on the black-scholes
calculation using the assumptions reflected in the chart below for the service-based grants.

to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated
using the Black-Scholes valuation model. The following assumptions were used for the periods as follows:

 SUMMARY
OF FAIR VALUE VALUATION TECHNIQUES

 Year
 Ended

 Year
 Ended

 term

 -

 volatility

 -
 %

 %

 dividend yield

 -

 -

 Risk-free
 interest rate

 -
 %

 2.74
 %

 Restricted
Stock Units (RSUs)

 On
February 12, 2022, the Company granted 26,800,000 RSUs in the acquisition of the asserts of BizSecure that was recorded as contingent
consideration. These RSUs commenced vesting on April 1, 2022.

OF RESTRICTED STOCK

 Year

 Year

 Price

 Price

 Beginning

 16,750,000

 $
 0.1689

 -

 $
 -

 Granted

 -

 -

 26,800,000

 0.1689

 Exercised

 -

 -

 -

 -

 Forfeited

 -

 -

 ( 10,050,000
)

 -

 Vested

 ( 13,400,000
)

 -

 -

 -

 Ending

 3,350,000

 $
 0.1689

 16,750,000

 $
 0.1689

 On
December 30, 2022, the Company and BizSecure negotiated a settlement of all claims resulting from the Company's inability to timely
register the 13,200,000 shares of common stock issued February 12, 2022 and 10,050,000 RSUs that vested during 2022. As a result, the
 13,200,000 shares of common stock and the 10,050,000 RSUs were rescinded effective December 30, 2022. The remaining 16,750,000 RSUs will
continue to vest in accordance with the original terms and the Company will continue the process to get those RSUs registered for resale
and re-negotiate the terms of the common shares to be issued to BizSecure. For the year ended December 31, 2023, 13,400,000 RSUs vested.
In 2023 6,700,000 of these shares were issued for the vested RSUs.

 For
the years ended December 31, 2023 and 2022, the Company amortized $ 2,263,260 and $ 1,697,445, of the contingent consideration to additional
paid in capital, respectively for the RSUs.

 NOTE
17: RELATED-PARTY TRANSACTIONS

 In
March 2022, the Company's CEO cancelled 4,900 Series B Preferred shares and in September 2022, the Company's CEO cancelled
 45,000 Series B Preferred shares. These shares are the equivalent of 499,000,000 common shares. The cancellations were done for no consideration.

 In
May 2022, the Company's CEO contributed $ 406,040 to pay for the purchase of the NFT that is reflected as a non-current asset on
the Company's consolidated balance sheet, as well as contributed 100 million BLOCKS valued at $ 500,000. In the six months ended
June 30, 2023, the Company's CEO contributed $ 50,000.

 On
October 24, 2023, the Company exchanged $ 6,150,000 in related party notes payable and $ 355,402 in accrued interest into 8,775 shares
of Series C preferred stock.

 NOTE
18: COUNTRY RIGHTS OPTION

 Aurea
Group

 On
March 15, 2021 we entered into a Securities Purchase Agreement with HUMBL CL SpA ("HUMBL CL"), an affiliate of Aurea Group
Ventures ("Aurea Group"), a Chilean multi-family office, under which Aurea Group purchased shares of our common stock in
return for exclusive country rights to Chile of our HUMBL products for a purchase price of up to $ 7,500,000.

 Under
the terms of the Securities Purchase Agreement, HUMBL CL agreed to purchase 437,500 shares of our common stock for $ 1,000,000. The payment
for these shares was due on or before March 30, 2021 but as a result of restrictions imposed due to COVID-19 was paid in two tranches
of $ 500,000 each on April 5, 2021 and April 6, 2021. In addition, HUMBL CL also received the right to purchase 1,562,500 shares of HUMBL
common stock for $ 6,500,000 by December 31, 2021 and to receive a 35 % equity interest in a Chilean subsidiary HUMBL intends to form to
conduct its operations in Chile.

 The
Securities Purchase Agreement provides that if HUMBL CL exercises its right to purchase the subsidiary interest, it will receive 35 %
of the profits from operations of the HUMBL family of products in Chile. In addition, HUMBL CL also received a right of first refusal
with respect to regional or country rights sales in Latin America.

 On
January 3, 2022, the Company entered into a Settlement Agreement with HUMBL CL whereby HUMBL issued HUMBL CL 4,000,000 shares of common
stock and HUMBL CL agreed to waive its right to purchase the Latin America territory rights.

 NOTE
19: SEGMENT REPORTING

 The
Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information. This standard
requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making operating
decisions.

 The
following represents segment reporting for continuing operations only:

OF SEGMENT REPORTING

 Year

 Consumer

 Commercial

 Total

 operating revenues

 $
 150,363

 $
 303,717

 $

 Cost
 of revenues

 83,176

 98,111

 181,287

 Gross
 profit

 67,187

 205,606

 272,793

 Total
 operating expenses net of depreciation, amortization and impairment

 26,658,877

 1,841,342

 28,500,219

 Depreciation,
 amortization and impairment

 1,472,649

 8,036,603

 9,509,252

 Other
 expenses (income)

 3,766,929

 ( 27,705
)

 3,739,224

 from continuing operations

 $
 ( 31,831,268
)

 $
 ( 9,644,634
)

 $
 ( 41,475,902
)

 assets as of December 31, 2022

 Property
 and equipment, net

 $

 $
 -

 $

 $
 261,713

 $
 541,667

 $
 803,380

 assets – digital assets

 $
 6,609

 $
 147,823

 $
 154,432

 expenditures

 $
 8,510

 $
 -

 $
 8,510

 Year

 Consumer

 Commercial

 Total

 operating revenues

 $
 373,505

 $
 632,351

 $

 Cost
 of revenues

 288,267

 155,081

 443,348

 Gross
 profit

 85,238

 477,270

 562,508

 Total
 operating expenses net of depreciation, amortization and impairment

 11,401,320

 1,459,060

 12,860,380

 Depreciation,
 amortization and impairment

 939,301

 147,777

 1,087,078

 Other
 expenses (income)

 4,168,841

 5,080

 4,173,921

 from continuing operations

 $
 ( 16,424,224
)

 $
 ( 1,134,647
)

 $
 ( 17,558,871
)

 assets as of December 31, 2023

 Property
 and equipment, net

 $

 $
 -

 $

 $
 243,379

 $
 411,667

 $

 expenditures

 $
 -

 $
 -

 $
 -

 The
HUMBL Financial sector as well as the operations of Tickeri and Monster are reflected in discontinued operations on the consolidated
statement of operations for the years ended December 31, 2023 and 2022.

 NOTE
20: LEGAL PROCEEDINGS

 On
May 19, 2022, we were named as a defendant in a putative shareholder derivative class action lawsuit filed in the United States District
Court for the Southern District of California styled Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, Brian Foote, Jeffrey Hinshaw
and George Sharp, Case No. 22CV0723 AJB BLM. The complaint alleges federal securities law violations by the Company, including false
or misleading statements regarding our business and operations, that the HUMBL Pay App did not have the functionality that it promised
to investors and that several international business partnerships had a low chance of contributing material revenues to our bottom line,
and sales of unregistered securities through our BLOCK Exchange Traded Index products, which plaintiffs allege caused a decline in the
market value of our shares of common stock. Plaintiffs seek unspecified monetary damages. On July 7, 2023, the United States District
Court for the Southern District of California granted our Motion to Transfer Venue and transferred the case to the District Court of
Delaware. On October 30, 2023, we filed a Motion to Dismiss the lawsuit with the District Court of Delaware which the parties have fully
briefed and which motion is presently pending for resolution before the court. We intend to vigorously defend the actions of the defendants
and contest what we believe are baseless claims.

 On
July 14, 2022, we were named as ae defendant in a putative shareholder derivative class action lawsuit filed in the Delaware Chancery
Court styled Mike Armstrong, derivatively on behalf of HUMBL, Inc. v. Brian Foote, Jeffrey Hinshaw, George Sharp, Michele Rivera,
and William B. Hoagland (Case No. 2022-0620). This case alleges the same claims as the Pasquinelli litigation described above and
also seeks unspecified monetary damages. The case is currently stayed by agreement of the parties. We intend to vigorously defend the
actions of the defendants and contest what we believe are baseless claims.

 NOTE
21: COMMITMENTS

 On
May 10, 2023, we entered into an Equity Financing Agreement ("EFA") and a Registration Rights Agreement ("Rights Agreement")
with Pacific Lion. Pursuant to the EFA, the Company has the right, subject to certain conditions, to sell up to $ 20,000,000 in shares
of its common stock to Pacific Lion. Pursuant to the Rights Agreement, HUMBL agreed to file a registration statement to register the
common stock issuable under the EFA. Following the registration of the securities under the EFA, HUMBL has the right to cause Pacific
Lion to purchase its common stock at 85 % of the lowest closing trade price in the previous 10 trading days by submitting a put notice
to Pacific Lion. HUMBL may choose the dollar amount of each put notice; provided, however, the maximum dollar amount of any put cannot
exceed 150 % of HUMBL's average daily trading volume in the previous 10 trading days. In addition, the amount of the put notice
must not be less than $ 10,000 or greater than $ 200,000, unless otherwise agreed to by the parties. HUMBL may only deliver one put notice
to Pacific Lion in any given 10 trading day period. Following an uplist to Nasdaq, NYSE or an equivalent national exchange, the conversion
rate would increase from 85 % to 90 %. The amount of HUMBL shares owned by Pacific Lion cannot exceed 4.99 % of the issue and outstanding
shares of HUMBL common stock following the purchase by Pacific Lion of HUMBL shares under a put notice. We have agreed with Pacific Lion
to delay the filing of the registration statement indefinitely.

 On
August 1, 2023, the Company entered into a Master Consulting Agreement (the "Agreement") and Promissory Note ("Note")
with BRU, LLC ("BRU"). Under the terms of the Agreement, BRU will provide information technology support to the Company for
a three-year term. The Company has agreed to pay compensation in common stock and cash. The initial stock consideration is 389,000,000
shares of common stock as compensation for past due invoices owed to BRU's predecessor in interest with a 24-month price floor
of $ 0.003 so that additional shares of common stock will be issued to BRU if the aggregate value of the common stock is less than $ 0.003
per share on the applicable measurement dates.

 Additional
shares of common stock will be issued to BRU based on milestones to be mutually agreed to by the Company and BRU by August 11, 2023.
The Company will issue 120,000,000 shares of its common stock (the "Additional Shares") upon completion of the milestones
that shall not be more than two years after execution of the Agreement. The value of the Additional Shares shall be equal to the number
of Additional Shares multiplied by $ 0.003 (the "Additional Share Value"). On each anniversary of the execution date (the
"Anniversary Date") until the milestones are met, but in no event more than two years from the execution date, the Additional
Share Value shall equal the value of the common stock on the Anniversary Date, based on the closing price of the Company's common
stock on the Anniversary Date (the "Anniversary Value") (as may be adjusted for any reverse split). To the extent the Anniversary
Value is lower than the public market value of the Company's common stock, the Company will issue additional shares to BRU equal
to the amount necessary for the total number of common stock and Additional Shares issued under the Agreement to equal the Anniversary
Share Value that in no event will be less than $ 0.003 per share, or, at the Company's election, pay in cash the difference between
the public market value of the Company's common stock and the Anniversary Share Value.

 The
Company has agreed to make two cash payments to BRU: $100,000 within 10 days following the execution of the Agreement and $400,000 through
a Note with an 18-month term that bears no interest unless there is an event of default. The $400,000 cash payments under the Note are
due and payable as follows: $100,000 within 45 days after the execution date; (b) $200,000 on the date that is one year from the execution
date; and (c) $100,000 on or before the maturity date. The Company will also pay BRU $41,666.67 a month for the term of the agreement
(subject to annual inflation adjustments) for ongoing technology development services provided by BRU.

 NOTE
22: INCOME TAXES

 The
following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company's effective
tax rate for financial statement purposes for the years ended December 31, 2023 and 2022:

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 2023

 2022

 Federal
 income taxes at statutory rate

 21.00
 %

 21.00
 %

 State
 income taxes at statutory rate

 9.00
 %

 8.90
 %

 Permanent
 differences

 0.00
 %

 0.00
 %

 Stock
 compensation

 82.60
 %

 70.30
 %

 Debt
 discounts

 8.56
 %

 5.36
 %

 in valuation allowance

 ( 121.16
)%

 ( 105.56
)%

 Totals

 0.00
 %

 0.00
 %

 The
following is a summary of the net deferred tax asset as of December 31, 2023 and 2022:

OF DEFERRED TAX ASSETS (LIABILITIES)

 As
 of
December 31,
2023

 As
 of
December 31,
2022

 Deferred
 tax assets (liabilities):

 Net
 operating losses

 $
 6,786,867

 $
 7,157,555

 Stock
 compensation

 6,779,371

 5,588,007

 Debt
 discounts

 235,750

 123,139

 Other

 -

 -

 Total
 deferred tax assets

 13,801,988

 12,868,701

 Less:
 Valuation allowance

 ( 13,801,988
)

 ( 12,868,701
)

 Net
 deferred tax assets (liabilities)

 $
 -

 $
 -

382 of the Internal Revenue Code provides an annual limitation on the amount of federal NOLs and tax credits that may be used in the
event of an ownership change. The Company had a net operating loss carryforward totaling approximately $ 38,940,790 at December 31, 2023.

 The
Company classifies accrued interest and penalties, if any, for unrecognized tax benefits as part of income tax expense. The Company did
not accrue any penalties or interest as of December 31, 2023 and 2022.

 The
provision (benefit) for income taxes for continuing operations for the year ended December 31, 2023 and 2022 is as follows and represents
minimum state taxes:

OF PROVISION (BENEFITS) FOR INCOME TAXES

 $
 -

 $
 -

 Deferred

 -

 -

 Total

 $
 -

 $
 -

 NOTE
23: SUBSEQUENT EVENTS

 Between January 1, 2024 and March 28, 2024, the Company issued 1,698,247,010 shares of common stock as follows: 1,174,627,010
shares in conversion of debt, 50,000,000 shares for services rendered, 393,300,000 shares in exchange of warrants, and 80,320,000 shares
of common stock in conversion of 8,032 shares of Series B preferred stock.

 On
January 4, 2024, the Company entered into a Convertible Promissory Note in the amount of $ 55,000, due October 30, 2024. The note accrues
interest at 9 %, and an original issue discount of $ 5,000 was reflected that provided net proceeds of $ 50,000 to the Company. The note
is convertible at a 35 % discount to the lowest trade price of the common stock in the previous 10 trading days.

 On
February 22, 2024, the Company entered into a Promissory Note in the amount of $ 220,000, due February 22, 2025. A one-time interest charge
of $ 22,000 was added to the note, and an original issue discount of $ 20,000 was reflected that provided net proceeds of $ 200,000 to the
Company. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 100,000,000 shares. The warrant
is exercisable for three years and has an exercise price of $ 0.001.

 On
February 12, 2024, the Company entered into a Promissory Note in the amount of $ 55,000, due February 12, 2025. A one-time interest charge
of $ 5,500 was added to the note, and an original issue discount of $ 5,000 was reflected that provided net proceeds of $ 50,000 to the
Company. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 25,000,000 shares. The warrant
is exercisable for three years and has an exercise price of $ 0.001.

 On
February 14, 2024, the Company entered into a Promissory Note in the amount of $ 66,000, due November 15, 2024. A one-time interest charge
of $ 9,900 was added to the note, and an original issue discount of $ 11,000 was reflected that provided net proceeds of $ 50,000 to the
Company.

 On
February 23, 2024, the Company entered into an Asset Purchase Agreement (the "Purchase Agreement") with Avrio Worldwide,
PBC ("Avrio"). Pursuant to the Purchase Agreement, the Company sold the assets associated with its HUMBL Financial product
line, including all BLOCK ETXs and BLOCK Indexes (but not including any active trading algorithms or strategies) to Avrio. In exchange
for selling such assets, HUMBL received: (1) 1,920,000 shares of Avrio's Class A Common Stock that has one vote per share (representing
a 10% stake in Avrio); and (2) 2.5% of the net revenues generated by Avrio from its sales of the acquired assets. The revenue share terminates
upon the earlier of five years from the date of the Purchase Agreement or Avrio completing an initial public offering. The Company will
also receive a seat on Avrio's Board of Directors as part of the transaction, the initial designee being Brian Foote, CEO of the
Company. The Company is currently evaluating the consideration received from Avrio in the determination of the value of the investment.

 On
March 13, 2024, the Company entered into a Promissory Note in the amount of $ 121,000, due March 13, 2025. A one-time interest charge
of $ 12,100 was added to the note, and an original issue discount of $ 11,000 was reflected that provided net proceeds of $ 110,000 to the
Company. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 55,000,000 shares. The warrant
is exercisable for three years and has an exercise price of $ 0.001.

 On March 26, 2024, the Company entered into a
Promissory Note in the amount of $ 121,000, due March 26, 2025. A one-time interest charge of $ 12,100 was added to the note, and an original
issue discount of $ 11,000 was reflected that provided net proceeds of $ 110,000 to the Company. In connection with this note, the Company
issued a Warrant to Purchase Shares of Common Stock for 55,000,000 shares. The warrant is exercisable for three years and has an exercise
price of $ 0.001.

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

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of December 31, 2023. Based
on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls
and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or
submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission's
rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d)
and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

 Inherent
Limitations on Effectiveness of Controls

 Our
management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and
internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management
does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all
errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design
of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth certain information about our executive officers, key employees and directors as of December 31, 2023.

 Name

 Age

 Position

 Brian
 Foote

 President;
 Chief Executive Officer; Chairman

 Hinshaw

 Chief
 Operating Officer; Chief Financial Officer; Director

 Peter
 Schulte

 Brian
Foote has been our Chairman, President and Chief Executive Officer since November 24, 2020. Immediately prior to co-founding our predecessor
entity HUMBL LLC in May 2019 ("HUMBL LLC"), Mr. Foote worked as a Strategic Consultant across a variety of projects at Epson
from January 2011 to May 2019 including omnichannel marketing, sales and product launch strategies. From March 2005 to February 2011,
Mr. Foote worked as a Senior VP of Sales and Marketing at The Wilkinson Group, a consulting group specializing in events and sponsorships.
We believe that the broad business experience of Mr. Foote, including his experience with the daily operations of companies as well as
with the challenges of growing companies, makes him qualified to be a member of our Board of Directors.

Hinshaw has served as our Chief Operating Officer, Chief Financial Officer, Corporate Secretary and a member of our Board of Directors
since November 24, 2020. Immediately prior to co-founding HUMBL LLC in May 2019, Mr. Hinshaw worked as an adjunct faculty at San Diego
State University. From July 2017 to November 2017, Mr. Hinshaw worked as a business analyst at Sempra Energy. From February 2015 to November
2018, Mr. Hinshaw worked as a strategic advisor to Balance Tracking Systems. From August 2012 to May 2014, Mr. Hinshaw worked as a graduate
researcher in biomechanics at San Diego State University. We believe that this varied experience makes him qualified to be a member of
our Board of Directors.

 Peter
Schulte has served as a member of our Board of Directors since September 24, 2021. Mr. Schulte holds the position of Managing Partner
and Co-founder of private equity firm CM Equity Partners. His past experience includes public and private debt and equity financing and
M&A at Salomon Brothers Inc. and large systems marketing at IBM's Data Processing Division. Mr. Schulte has also established
two successful publicly traded companies: ICF International and ATS Corporation. Mr. Schulte currently serves as a member of the Board
of Directors at Black ICE Holdings, Citizant, Inc., and JANUS Research Group, Inc. among others. Mr. Schulte is a graduate of Harvard
College (AB) and also holds a Master's degree in Public and Private Management (MPPM) from Yale University. We believe that Mr.
Schulte's public company and capital market experience makes him qualified to be a member of our Board of Directors.

 Board
of Directors and Corporate Governance

 When
considering whether directors have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy
its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on the information
discussed in each of the directors' individual biographies as set forth above. With regard to Mr. Foote, the Board considered their
day-to-day operational leadership of our company and in-depth knowledge of our business and experience in corporate management that will
assist our corporate governance.

 The
Board of Directors periodically reviews relationships that directors have with our company to determine whether the directors are independent.
Directors are considered "independent" as long as they do not accept any consulting, advisory or other compensatory fee (other
than director fees) from us, are not an affiliated person of our company or our subsidiaries (e.g., an officer or a greater than 10%
stockholder) and are independent within the meaning of applicable United States laws, regulations and the Nasdaq Capital Market listing
rules. In this latter regard, the Board of Directors uses the Nasdaq Marketplace Rules (specifically, Section 5605(a)(2) of such rules)
as a benchmark for determining which, if any, of our directors are independent, solely in order to comply with applicable SEC disclosure
rules.

or Officer Involvement in Certain Legal Proceedings

 Our
directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past
ten years.

 Directors
and Officers Liability Insurance

 HUMBL
has had a directors' and officers' liability insurance policy in place since September 7, 2021. Our officers and directors
have indemnification rights under applicable laws, and our certificate of incorporation and bylaws.

 Committees
of the Board of Directors

 Our
Board of Directors has appointed an audit committee, a compensation committee and a nominating and corporate governance committee, each
of which has the composition and responsibilities described below.

 Audit
Committee

 The
Company's audit committee consists of Peter Schulte and Jeffrey Hinshaw. The Board has determined that Mr. Schulte are financially
literate and qualify as independent directors under Section 5605(a)(2) and Section 5605(c)(2) of the Nasdaq rules. Peter Schulte will
be the chairman of our audit committee and he qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation
S-K.

 Our
audit committee has adopted a written audit committee charter, viewable at  that provides that the functions
of our audit committee include, among other things:

 selecting
 a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

 helping
 to ensure the independence and performance of the independent registered public accounting firm;

 discussing
 the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the
 independent accountants, our interim and year-end operating results;

 developing
 procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

 our policies on risk assessment and risk management;

 and approving related party transactions;

 obtaining
 and reviewing a report by the independent registered public accounting firm, at least annually, that describes our internal quality-control
 procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;
 and

 approving
 (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to
 be performed by the independent registered public accounting firm.

Committee

 Our
compensation committee is comprised of Peter Schulte and Brian Foote. Our board has determined that each of Mr. Schulte qualifies as
an independent director under Section 5605(a)(2) of the Nasdaq rules and a "non-employee director" for purposes of Section
16b-3 under the Exchange Act and does not have a material relationship with us that would affect his ability to be independent from management
in connection with the duties of a compensation committee member, as described in Section 5605(d)(2) of the Nasdaq rules. Mr. Schulte
will be the chairman of our compensation committee.

 Our
compensation committee has adopted a written compensation committee charter, viewable at  that
provides that the functions of our compensation committee include, among other things:

 and approving, or recommending to our board of directors for approval, the compensation of our executive officers and any compensatory
 arrangement with our executive officers;

 and recommending to our board of directors for approval the compensation of our directors and any changes to their compensation;

 and approving, or recommending to our board of directors for approval, and administering incentive compensation and equity incentive
 plans; and

 and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

 Nominating
and Corporate Governance Committee

 Our
corporate governance committee is comprised of Peter. Schulte and Michele Rivera. Our board has determined that each of Mr. Schulte qualifies
as an independent director under Section 5605(a)(2) of the Nasdaq rules. Mr. Schulte is the chairman of our nominating and corporate
governance committee.

 Our
nominating and corporate governance committee will have adopted a written nominating and corporate governance committee charter, viewable
at  that provides that the functions of our nominating and corporate governance committee include,
among other things:

 identifying,
 evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors
 and its committees;

 overseeing
 the evaluation and the performance of our board of directors and of individual directors;

 considering
 and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

 overseeing
 our corporate governance practices;

 contributing
 to succession planning; and

 developing
 and making recommendations to our board of directors regarding corporate governance guidelines and matters.

Committee Interlocks and Insider Participation

 None
of our directors or executive officers serves as a member of the board of directors or compensation committee of any other entity that
has one or more of its executive officers serving as a member of our board of directors.

 Code
of Ethics

 We
have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of OTC
Markets and the SEC. We will post a copy of our code of ethics on our website, and intend to post amendments to this code, or any waivers
of its requirements, as well.

 Conflicts
of Interest

 We
comply with applicable state law with respect to transactions (including business opportunities) involving potential conflicts. Applicable
state corporate law requires that all transactions involving our company and any director or executive officer (or other entities with
which they are affiliated) are subject to full disclosure and approval of the majority of the disinterested independent members of our
Board of Directors, approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically
fair to us. More particularly, our policy is to have any related party transaction ( i.e., transactions involving a director, an
officer or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the Board
of Directors. We expect to have at least three independent directors serving on the Board of Directors and intend to maintain a Board
of Directors consisting of a majority of independent directors.

 Indemnification
of Directors and Executive Officers

145 of the Delaware General Corporation Law provides for, under certain circumstances, the indemnification of our officers, directors,
employees and agents against liabilities that they may incur in such capacities. Below is a summary of the circumstances in which such
indemnification is provided.

 In
general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including
any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity
may be provided if the indemnified person's actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably
believed to have been in or not opposed to our best interests; and (iii) with respect to any criminal action, such person had no reasonable
cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination
of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders
that the applicable standard of conduct was met by the individual to be indemnified.

 The
statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or
otherwise in defense of any proceeding to which he or she was a party, he or she is entitled to receive indemnification against expenses,
including attorneys' fees, actually and reasonably incurred in connection with the proceeding.

 Indemnification
in connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted only
with respect to expenses, including attorneys' fees actually and reasonably incurred in connection with the defense. In such actions,
the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interests and must not have
been adjudged liable to us, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification
is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection
with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper
personal benefit.

 Delaware
law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding
in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreement
to repay such advances if it is determined that he or she is not entitled to be indemnified by us.

 The
statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude
other rights under our certificate of incorporation, by-laws, resolutions of our stockholders or disinterested directors, or otherwise.
These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation
and inure to the benefit of the heirs, executors and administrators of such persons.

 The
statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer,
employee or agent against any liability asserted against or incurred by him or her in such capacity arising out of his or her status
as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

 At
present, we do not maintain directors' and officers' liability insurance in order to limit the exposure to liability for
indemnification of directors and officers, including liabilities under the Securities Act; however, we are in the process of obtaining
such insurance.

 ITEM
11. EXECUTIVE COMPENSATION

Discussion and Analysis

Philosophy

 This
section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers
and what we believe are the most important factors relevant to an analysis of these policies and decisions. This section also
describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers as of December
31, 2023 and 2022. Our two "named executive officers" for 2023 were Brian Foote and Jeff Hinshaw. The compensation of our other current executive officers is based on individual terms approved by our board of
directors.

 Our
compensation committee oversees these compensation policies and, together with our board of directors, periodically evaluates the need
for revisions to ensure our compensation program is competitive with the companies with which we compete for executive talent.

 Objectives
and Philosophy of Our Executive Compensation Program

 The
primary objectives of the board of directors in designing our executive compensation program are to:

 attract,
 retain and motivate experienced and talented executives;

 ensure
 executive compensation is aligned with our corporate strategies, research and development programs and business goals;

 recognize
 the individual contributions of executives while fostering a shared commitment among executives by aligning their individual goals
 with our corporate goals;

 promote
 the achievement of key strategic, development and operational performance measures by linking compensation to the achievement of
 measurable corporate and individual performance goals; and

 align
 the interests of our executives with our stockholders by rewarding performance that leads to the creation of stockholder value.

 Our
board of directors and compensation committee will evaluate our executive compensation program with the goal of setting and maintaining
compensation at levels that are justifiable based on each executive's level of experience, performance and responsibility and that
the board believes are competitive with those of other companies in our industry and our region that compete with us for executive talent.
In addition, our executive compensation program will tie a substantial portion of each executive's overall compensation to key
strategic, financial and operational goals. We have provided, and expect to continue to provide, a portion of our executive compensation
in the form of stock options and restricted stock that vest over time, which we believe helps to retain our executives and aligns their
interests with those of our stockholders by allowing them to participate in the longer-term success of our company as reflected in stock
price appreciation.

 Use
of Compensation Consultants and Market Benchmarking

 For
purposes of determining total compensation and the primary components of compensation for our executive officers in 2023, we did not
retain the services of a compensation consultant or use survey information or compensation data to engage in benchmarking. In the future,
we expect that our compensation committee will consider publicly available compensation data for national and regional companies in the
laser cleaning industry to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation.
Even if we retain the services of an independent compensation consultant to provide additional comparative data on executive compensation
practices in our industry and to advise on our executive compensation program generally, our board of directors and future compensation
committee will ultimately make their own decisions about these matters.

 Our
annual cash bonus program is based upon the achievement of specified annual corporate and individual goals that will be established in
advance by our board of directors or compensation committee. Our annual cash bonus program emphasizes pay-for-performance and is intended
to closely align executive compensation with achievement of specified operating results as the amount is calculated on the basis of percentage
of corporate goals achieved. The performance goals established by our compensation committee is based on the business strategy of the
company and the objective of building stockholder value. There are three steps to determine if and the extent to which an annual cash
bonus is payable to a named executive officer. First, at the beginning of the year, our compensation committee determines the target
annual cash incentive award for the named executive officer based on a percentage of the officer's annual base salary for that
year. Second, the compensation committee establishes the specific performance goals, including both corporate and individual objectives,
that must be met for the officer to receive the award. Third, shortly after the end of the year, the compensation committee determines
the extent to which these performance goals were met and the amount of the award. Our compensation committee works with our chief executive
officer to develop corporate and individual goals that they believe can be reasonably achieved with hard work over the course of the
year and will target total cash compensation, consisting of base salaries and target annual cash bonuses.

 Stock-Based
Awards

 Our
equity award program is the primary vehicle for offering long-term incentives to our executives. While we do not have any equity ownership
guidelines for our executives, we believe that equity grants provide our executives with a strong link to our long-term performance,
create an ownership culture and help to align the interests of our executives and our stockholders. In addition, the vesting feature
of our equity awards contributes to executive retention by providing an incentive for our executives to remain in our employ during the
vesting period. Currently, our executives are eligible to participate in our 2021 stock incentive plan, which we refer to as the 2019
Plan. Our employees and executives are eligible to receive stock-based awards pursuant to our 2019 Plan. Under our 2019 Plan, executives
are eligible to receive grants of stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and
other stock-based equity awards at the discretion of our board of directors.

 Our
employee equity awards are typically in the form of stock options. Because our executives profit from stock options only if our stock
price increases relative to the stock option's exercise price, we believe stock options provide meaningful incentives for our executives
to achieve increases in the value of our stock over time. While we currently expect to continue to use stock options as the primary form
of equity awards that we grant, we may in the future use alternative forms of equity awards, such as restricted stock and restricted
stock units. To date, we have generally used equity awards to compensate our executive officers in the form of initial grants in connection
with the commencement of employment. In the future, we also generally plan to grant equity awards on an annual basis to our executive
officers. We may also make additional discretionary grants, typically in connection with the promotion of an employee, to reward an employee,
for retention purposes or in other circumstances recommended by management.

 In
general, the equity awards that we expect to grant to our executives will vest with respect to 25% of the shares on the first anniversary
of the grant date and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary
of the grant date. Vesting ceases upon termination of employment and exercise rights cease shortly after termination of employment. Prior
to the exercise of a stock option, the holder has no rights as a stockholder with respect to the shares subject to such option, including
voting rights or the right to receive dividends or dividend equivalents.

 We
will grant, stock options with exercise prices that are set at no less than the fair value of shares of our common stock on the date
of grant as determined by our board of directors.

 Benefits
and Other Compensation

 We
believe that establishing competitive benefit packages for our employees is an important factor in attracting and retaining highly qualified
personnel. We expect to maintain broad-based benefits that are provided to all employees, including health and dental insurance, life
and disability insurance, and a 401(k) plan. All of our executives will be eligible to participate in all of our employee benefit plans,
in each case on the same basis as other employees.

 In
certain circumstances, we may award cash signing bonuses or may reimburse relocation expenses when executives first join us. Whether
a signing bonus is paid or relocation expenses are reimbursed, and the amount of either such benefit, is determined by our board of directors
on a case-by-case basis based on the specific hiring circumstances and the recommendation of our chief executive officer.

 Severance
and Change in Control Benefits

 Pursuant
to agreements we expect to enter into with certain of our executives, these executives will be entitled to specified benefits in the
event of the termination of their employment under specified circumstances, including termination following a change in control of our
company.

 We
believe providing these benefits helps us compete for executive talent. Based on the substantial business experience of the members of
our board of directors, we believe that our severance and change in control benefits are generally in line with severance packages offered
to executives by companies at comparable stages of development in our industry and related industries.

 Risk
Considerations in Our Compensation Program

 Our
board of directors is evaluating the philosophy and standards on which our compensation plans will be implemented across our company.
It is our belief that our compensation programs do not, and in the future will not, encourage inappropriate actions or risk taking by
our executive officers. We do not believe that any risks arising from our employee compensation policies and practices are reasonably
likely to have a material adverse effect on our company. In addition, we do not believe that the mix and design of the components of
our executive compensation program will encourage management to assume excessive risks. We believe that our current business process
and planning cycle fosters the behaviors and controls that would mitigate the potential for adverse risk caused by the action of our
executives. We believe that the following aspects of our executive compensation program that we plan to implement will mitigate the potential
for adverse risk caused by the action of our executives:

 annual
 establishment of corporate and individual objectives for our performance-based cash bonus programs for our executive officers, which
 we expect to be consistent with our annual operating and strategic plans, designed to achieve the proper risk/reward balance and
 not require excessive risk taking to achieve;

 the
 mix between fixed and variable, annual and long-term and cash and equity compensation, which we expect to be designed to encourage
 strategies and actions that balance the company's short-term and long-term best interests; and

 equity
 incentive awards that vest over a period of time, which we believe will encourage executives to take a long-term view of our business.

 Tax
and Accounting Considerations

162(m) of the Internal Revenue Code of 1986, as amended, or the Code, generally disallows a tax deduction for compensation in excess
of $1,000,000 per person paid to a publicly traded company's chief executive officer and three other most highly paid officers,
other than the chief financial officer. Qualifying performance-based compensation is not subject to the deduction limitation if specified
requirements are met. We will periodically review the potential consequences of Section 162(m), however, the board of directors may,
in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such
payments are appropriate to attract and retain executive talent and are in the best interests of our stockholders.

 We
account for equity compensation paid to our employees in accordance with Financial Accounting Standards Board, or FASB, Accounting Standard
Codification Topic 718, Compensation—Stock Compensation, or ASC 718, which requires us to measure and recognize compensation
expense in our financial statements for all share-based payments based on an estimate of their fair value over the service period of
the award. We record cash compensation as an expense at the time the obligation is accrued.

 Summary
Compensation Table

 Since
neither of our named executive officers received any compensation from the Company during the fiscal years ended December 31, 2023 and
2022, there is no compensation to them reflected in this Summary Compensation Table.

 Name
 and Position

 Years

 Salary

 Bonus

 Stock
 Awards

 Option
 Awards

 Non-equity
 Incentive Plan Compensation

 Non-qualified
 Deferred Compensation Earnings

 All
 Other Compensation

 Total

 Brian
 Foote,

 2023

 $

 -

 -

 -

 -

 -

 -

 $

 Chairman,
 President and Chief Executive Officer

 2022

 $

 -

 -

 -

 -

 -

 -

 $

 Hinshaw

 2023

 $
 120,000

 -

 -

 -

 -

 -

 -

 $
 120,000

 Chief
 Operating Officer, Chief Financial Officer

 2022

 $
 90,000

 -

 -

 -

 -

 -

 $
 90,000

 Peter
 Schulte, Director

 2023

 -

 $

 2022

 -

 250,000

 $
 250,000

 -

 -

 -

 -

 -

 Michele
 Rivera

 2023

 $
 22,500

 $
 22,500

 Vice
 President, Global Partnerships

 2022

 $
 90,000

 -

 -

 -

 -

 -

 -

 $
 90,000

 (1)

 Michele
 Rivera resigned from the Board on June 9, 2023.

 Employment
and Advisory Agreements

 On
July 13, 2021, we entered into a new employment agreement with Brian Foote, our Chairman, President and Chief Executive Officer; and
Jeffrey Hinshaw, our Chief Operating Officer, and Corporate Secretary.
The employment agreements are all in the same form and provide that Mr. Foote will receive a salary of $1 and Mr. Hinshaw will
receive a salary of $120,000 a year.

 Each
of the above employment agreements provides for termination by us upon the death or disability (defined as three aggregate months of
incapacity during any 365-consecutive day period) or upon conviction of a felony crime of moral turpitude or a material breach of his
obligations to us. In the event the employment agreement is terminated by us without cause or the employee resigns for good reason, the
terminated employee will be entitled to compensation for the balance of the term.

 Each
executive also entered into a confidentiality and invention assignment agreement in conjunction with his or her employment agreement
which contains covenants prohibiting him or her from disclosure of confidential information regarding our company at any time.

 Equity
Compensation Plan Information

 On
July 21, 2021, our Board of Directors and stockholders adopted our 2021 Stock Incentive Plan (the "2021 Plan"). The purpose
of the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services
are considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our development
and financial success. Under the Plan, we are authorized to issue up to 20,000,000 shares of Common Stock, including incentive stock
options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation
rights, performance shares, restricted stock and long-term incentive awards.

 Administration.
The 2021 Plan is administered by the Board of Directors or the committee or committees as may be appointed by the Board of Directors
from time to time (the "Administrator"). The Administrator determines the persons who are to receive awards, the types of
awards to be granted, the number of shares subject to each such award and the terms and conditions of such awards. The Administrator
also has the authority to interpret the provisions of the 2021 Plan and of any awards granted there under and to modify awards granted
under the 2021 Plan. The Administrator may not, however, reduce the price of options or stock appreciation rights issued under the 2021
Plan without prior approval of the Company's shareholders.

 Eligibility.
The 2021 Plan provides that awards may be granted to employees, officers, directors and consultants of the Company or of any parent,
subsidiary or other affiliate of the Company as the Administrator may determine. A person may be granted more than one award under the
2021 Plan.

that are subject to issuance upon exercise of an option under the 2021 Plan but cease to be subject to such option for any reason (other
than exercise of such option), and shares that are subject to an award granted under the 2021 Plan but are forfeited or repurchased by
the Company at the original issue price, or that are subject to an award that terminates without shares being issued, will again be available
for grant and issuance under the 2021 Plan.

 Terms
of Options and Stock Appreciation Rights. The Administrator determines many of the terms and conditions of each option and SAR granted
under the 2021 Plan, including whether the option is to be an incentive stock option or a non-qualified stock option, whether the SAR
is a related SAR or a freestanding SAR, the number of shares subject to each option or SAR, and the exercise price of the option and
the periods during which the option or SAR may be exercised. Each option and SAR is evidenced by a grant agreement in such form as the
Administrator approves and is subject to the following conditions (as described in further detail in the 2021 Plan):

 (a)
Vesting and Exercisability: Options, restricted shares and SARs become vested and exercisable, as applicable, within such periods, or
upon such events, as determined by the Administrator in its discretion and as set forth in the related grant agreement. The term of each
option is also set by the Administrator. However, a related SAR will be exercisable at the time or times, and only to the extent, that
the option is exercisable and will not be transferable except to the extent that the option is transferable. A freestanding SAR will
be exercisable as determined by the Administrator but in no event after 10 years from the date of grant.

 (b)
Exercise Price: Each grant agreement states the related option exercise price, which, in the case of SARs, may not be less than 100%
of the fair market value of the Company's shares of common stock on the date of the grant. The exercise price of an incentive stock
option granted to a 10% stockholder may not be less than 110% of the fair market value of shares of the Company's common stock
on the date of grant.

 (c)
Method of Exercise: The option exercise price is typically payable in cash, common stock or a combination of cash of common stock, as
determined by the Administrator, but may also be payable, at the discretion of the Administrator, in a number of other forms of consideration.

 (d)
Recapitalization; Change of Control: The number of shares subject to any award, and the number of shares issuable under the 2021 Plan,
are subject to proportionate adjustment in the event of a stock dividend, spin-off, split-up, recapitalization, merger, consolidation,
business combination or exchange of shares and the like. Except as otherwise provided in any written agreement between the participant
and the Company in effect when a change in control occurs, in the event an acquiring company does not assume plan awards (i) all outstanding
options and SARs shall become fully vested and exercisable; (ii) for performance-based awards, all performance goals or performance criteria
shall be deemed achieved at target levels and all other terms and conditions met, with award payout prorated for the portion of the performance
period completed as of the change in control and payment to occur within 45 days of the change in control; (iii) all restrictions and
conditional applicable to any restricted stock award shall lapse; (iv) all restrictions and conditions applicable to any restricted stock
units shall lapse and payment shall be made within 45 days of the change in control; and (v) all other awards shall be delivered or paid
within 45 days of the change in control.

 (e)
Other Provisions: The option grant and exercise agreements authorized under the 2021 Plan, which may be different for each option, may
contain such other provisions as the Administrator deems advisable, including without limitation, (i) restrictions upon the exercise
of the option and (ii) a right of repurchase in favor of the Company to repurchase unvested shares held by an optionee upon termination
of the optionee's employment at the original purchase price.

 Amendment
and Termination of the 2021 Plan. The Administrator, to the extent permitted by law, and with respect to any shares at the time not subject
to awards, may suspend or discontinue the 2021 Plan or amend the 2021 Plan in any respect; provided that the Administrator may not, without
approval of the stockholders, amend the 2021 Plan in a manner that requires stockholder approval.

 Grants
of Plan-Based Awards in 2023

 There
were no grants of plan-based awards to our named executive officers during the fiscal years ended December 31, 2022 and as of December
31, 2023.

 Outstanding
Equity Awards at December 31, 2023

 There
were no outstanding equity awards held by our named executive officers as of December 31, 2023.

 Nonqualified
Deferred Compensation

 We
do not maintain any nonqualified deferred compensation plans.

 Defined
Contribution Plan

 We
do not currently have a defined contribution plan.

 2023
Director Compensation

 We
currently do not have a formal non-employee director compensation policy. However, in the event we have non-employee directors we intend
to reimburse them for their reasonable expenses incurred in connection with attending our board of directors and committee meetings,
and we may in the future grant stock options and pay cash compensation to those non-employee directors.

 Limitation
of Liability and Indemnification

 Our
certificate of incorporation provides that we are authorized to provide indemnification and advancement of expenses to our directors,
officers and other agents to the fullest extent permitted by Delaware General Corporation Law.

 In
addition, our certificate of incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent
permitted by the Delaware General Corporation Law and provides that no director will have personal liability to us or to our stockholders
for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the
liability of any of our directors for:

 any
 breach of the director's duty of loyalty to the corporation or its stockholders;

 any
 act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 unlawful
 payments of dividends or unlawful stock repurchases or redemptions; or

 any
 transaction from which the director derived an improper personal benefit.

 Any
amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission
or claim that occurred or arose prior to such amendment or repeal. If the Delaware General Corporation Law is amended to provide for
further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further
limited to the greatest extent permitted by the Delaware General Corporation Law.

 Our
certificate of incorporation also provides that we must indemnify our directors and officers and we must advance expenses, including
attorneys' fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.

 We
maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based
on acts or omissions in their capacities as directors or officers.

Committee Interlocks and Insider Participation

 None
of our officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors
of any other entity that has one or more officers serving as a member of our board of directors.

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

 The
following table sets forth, as of December 31, 2023, certain information concerning the beneficial ownership of our capital stock, including
our common stock, and stock options as converted into common stock basis, by:

 each
 stockholder known by us to own beneficially 5% or more of any class of our outstanding stock;

 each
 director;

 each
 named executive officer;

 all
 of our executive officers and directors as a group; and

 each
 person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock.

 The
column entitled "Percentage of Class" is based on 11,263,429,223 shares of common stock outstanding as of December 31, 2023.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with
respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days
of December 31, 2023, are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating
the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as
otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all of the shares
of our common stock beneficially owned by them, subject to community property laws, where applicable.

 Name
 and Address of Beneficial Owner

 Class
 of Securities

 #
 of Shares

 %
 of Class

 %
 of Voting Shares (2)

 Brian
 Foote (1)

 11,894,304

 *

 *

 A Preferred

 %

 31.73
 %

 B Preferred

 190,459

 50.13
 %

 18.03
 %

 Hinshaw (1)

 100,060,000

 *

 *

 B Preferred

 30,263

 7.97
 %

 *

 Michele
 Rivera (3)

 60,620,000

 *

 *

 B Preferred

 22,653

 5.96
 %

 *

 Peter
 Schulte (1)

 287,422

 *

 *

 All
 Officers and Directors as a Group (4 persons)

 172,861,726

 1.53
 %

 *
 %

 A Preferred

 %

 31.73
 %

 B Preferred

 243,375

 64.07
 %

 17.22
 %

 (1)

 Officer
 and/or director of our Company.

 (2)

 Voting
 control is based on a total of 22,062,179,000 voting rights attributable to shares of our commons stock with one vote per share,
 shares of our Series A Preferred stock with 1,000 votes per share and shares of our Series B Preferred stock with 10,000 votes per
 share.

 (3)

 Michele
 Rivera resigned as an employee and the Company and from the Board of Directors on June 9, 2023.

 *

 less
 than 1% of the issued and outstanding shares of common stock

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

 Since
December 31, 2020, we have engaged in the following transactions in an amount that exceeds $120,000 with our directors, executive officers,
holders of more than 5% of our voting securities, and affiliates or immediately family members of our directors, executive officers and
holders of more than 5% of our voting securities, and our co-founders. We believe that all of these transactions were on terms as favorable
as could have been obtained from unrelated third parties.

 Since
February 2, 2022, we have entered into five loan transactions with Sartorii, LLC, an entity owned by our CEO Brian Foote's parents.
All outstanding loans from Sartorii, LLC were subsequently exchanged for 8,775 shares of Series C Preferred Stock of the Company. All
transactions were made at arm's length and approved by the disinterested directors.

 Policies
and Procedures for Related Person Transactions

 Our
board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which
we are a participant, the amount involved exceeds the lesser of one percent of the average of our total assets for our last two fiscal
years or $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members),
each of whom we refer to as a "related person," has a direct or indirect material interest.

 If
a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a "related person
transaction," the related person must report the proposed related person transaction to our chief legal officer or, in the event
we do not have a chief legal officer, to our principal financial officer. The policy calls for the proposed related person transaction
to be reviewed and, if deemed appropriate, approved by the audit committee of our board of directors. Whenever practicable, the reporting,
review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee
will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the committee
to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to
ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

 A
related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committee after
full disclosure of the related person's interest in the transaction. As appropriate for the circumstances, the committee will review
and consider:

 the
 related person's interest in the related person transaction;

 the
 approximate dollar value of the amount involved in the related person transaction;

 the
 approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of
 any profit or loss;

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

 whether
 the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

 the
 purpose of, and the potential benefits to us of, the transaction; and

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

 The
committee may approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction
is not inconsistent with our best interests. The committee may impose any conditions on the related person transaction that it deems
appropriate.

 In
addition to the transactions that are excluded by the instructions to the SEC's related person transaction disclosure rule, our
board of directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related
persons and, therefore, are not related person transactions for purposes of this policy:

 interests
 arising solely from the related person's position as an executive officer of another entity (whether or not the person is also
 a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons
 own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members
 are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction
 and (c) the amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual consolidated gross revenues
 of the other entity that is a party to the transaction; and

 a
 transaction that is specifically contemplated by provisions of our charter or by-laws.

 The
policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee
in the manner specified in its charter.

Independence

 We
have one member of our board of directors who is independent as defined under NASDAQ Marketplace Rules.

 There
are no family relationships among any of our directors or executive officers.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Our
Board of Directors has approved BF Borgers CPA PC ("BFB") to continue as our independent registered public accounting firm
to audit our financial statements for the fiscal year ending December 31, 2023.

the Company's most recent fiscal years, neither we nor anyone acting on our behalf consulted with BFB regarding either (i) the
application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might
be rendered on our financial statements, and neither a written report nor oral advice was provided to the Company that BFG concluded
was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue,
or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 Audit Fees

 The aggregate fees incurred by the Company's principal accountant for the audit of the Company's annual
financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements for the years ended December 31, 2023 and 2022 were $189,500
and $158,100, respectively, all of which was paid to BFB.

 Audit Related Fees

 The
aggregate fees billed for professional services that are reasonably related to the performance of the audit or review of the Company's
financial statements but are not reported "Audit Fees" for the years ended December 31, 2023 and 2022 in the amounts of $0
and $0, respectively.

 Tax Fees

 The aggregate fees billed for professional services rendered
by principal accountant for tax compliance, tax advice and tax planning during the years ended December 31, 2023 and 2022 were $25,000
and $30,000, respectively.

 All Other Fees

 Other fees billed for products or services provided by the Company's principal accountant during the years
ended December 31, 2023 and 2022 in the amounts of $22,000 and $0 respectively.

 Auditor
Independence

 In
our fiscal year ended December 31, 2023, there were no professional services provided, other than those listed above, that would require
our Board of Directors to consider their compatibility with maintaining the independence of BF Borgers CPA PC.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

TO FINANCIAL STATEMENTS

 (a)

 Financial
 Statements filed as part of this Form 10-K:

 Inc. December 31, 2023 and 2022 Consolidated Financial Statements

 Report
 of Independent Registered Accounting Firm (PCAOB ID: 5041)

 Sheet

 Statement
 of Profit and Loss

 Statement
 of Liability and Stockholders' Equity (Deficit)

 Statement
 of Cash Flows

 Notes
 to Financial Statements

 (b)

 Exhibits.

 See
the Exhibit Index immediately following the signature page to this Annual Report on Form10-K.

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Diego, California, on March 28, 2024.

 INC.

 By:

 /s/
 Brian Foote

 Name:

 Brian
 Foote

 Title:

 Chief
 Executive Officer

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Foote as their true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for them and in their name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to
sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

 Pursuant
to the requirements of the Securities Act of 1933, this registration statement on Form 10-K has been signed by the following persons
in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Brian Foote

 President,
 CEO (principal executive officer)

 March

 Brian
 Foote

 and

 /s/
 Jeffrey Hinshaw

 COO,
 CFO (principal financial officer)

 March

 Hinshaw

 and

 /s/
 Peter Schulte

 March

 Peter
 Schulte

 * /s/
 Brian Foote

 As
 Attorney-In-Fact*

 March

 Brian
 Foote

 EXHIBIT

 Exhibit

 Description

 2.1+

 Plan
 of Merger and Securities Exchange Agreement dated as of December 2, 2020 by and between Tesoro Enterprises, Inc. and HUMBL LLC.

 2.2+

 Certificate
 of Merger of Tesoro Enterprises, Inc. and HUMBL LLC dated December 3, 2020.

 3.1+

 Certificate
 of Incorporation.

 3.2+

 Amendment
 to Certificate of Incorporation.

 3.3+

 Amendment
 to Certificate of Incorporation.

 3.4+

 Certificate
 of Withdrawal – Series C.

 3.5+

 Bylaws.

 3.6

 Asset
 Purchase Agreement dated November 2, 2022 among the registrant, Brian Meltzer and Robin Burns, filed as Exhibit 10.1 to registrant's
 Form 8-K filed on November 8, 2022, is incorporated by reference herein.

 3.7

 Form
 of Securities Purchase Agreement and Common Stock Purchase Warrant used by registrant in a financing with various investors from
 November 7, 2022 to November 13, 2022, filed as Exhibit 10.1 to registrant's Form 8-K on November 14, 2022, is incorporated
 by reference herein.

 3.8

 Line
 of Credit Agreement dated November 15, 2022 between Sartorii, LLC and registrant, filed as Exhibit 10.1 to registrant's Form
 8-K filed on November 18, 2022, is incorporated by reference herein.

 3.9

 Agreement and Mutual Release of Claims dated November 15, 2022 between Forwardly, Inc. and registrant, filed as Exhibit 10.2 to registrant's
 Form 8-K filed on November 18, 2022, is incorporated by reference herein.

 3.10

 Equity
 Financing Agreement dated December 12, 2022 between GHS Investments, LLC and registrant, filed as Exhibit 10.1 to registrant's
 Form 8-K filed on December 14, 2022, is incorporated by reference herein.

 3.11

 Registration
 Rights Agreement dated December 12, 2022 between GHS Investments, LLC and registrant, filed as Exhibit 10.2 to registrant's
 Form 8-K filed on December 14, 2022, is incorporated by reference herein.

 3.12

 8%
 Convertible Redeemable Note Due September 8, 2023 issued by registrant in favor of GS Capital Partners, LLC on December 8, 2023,
 filed as Exhibit 10.3 to registrant's Form 8-K filed on December 14, 2022.

 3.13

 Agreement dated January 31, 2023 among Javier Gonzalez, Juan Luis Gonzalez and registrant, filed as Exhibit 10.1 to registrant's
 Form 8-K filed on February 3, 2023, is incorporated by reference herein.

 3.14

 Promissory Note dated May 10, 2023 issued to Pacific Lion, LLC, filed as Exhibit 10.1 to registrant's Form 10-Q on May 15,
 2023.

 3.15

 Warrant
 to Purchase Shares of Common Stock dated May 10, 2023 issued to Pacific Lion LLC, filed as Exhibit 10.2 to registrant's Form
 10-Q on May 15, 2023.

 3.16

 Equity
 Financing Agreement dated May 10, 2023 between registrant and Pacific Lion, LLC, filed as Exhibit 10.3 to registrant's Form
 10-Q on May 15, 2023.

 3.17

 Registration
 Rights Agreement dated May 10, 2023 between registrant and Pacific Lion, LLC, filed as Exhibit 10.4 to registrant's Form 10-Q
 dated May 15, 2023.

 3.18

 Form
 of Securities Purchase Agreement and Warrant filed as Exhibit 10.1 to registrant's Form 8-K filed on May 22, 2023.

 3.19

 Securities
 Purchase Agreement dated June 30, 2023 between registrant and Phantom Power, LLC, filed as Exhibit 10.1 to registrant's Form
 8-K filed on July 10, 2023.

 3.20

 Warrant
 to Purchase Shares of Common Stock dated June 30, 2023 issued by registrant in favor of Phantom Power, LLC, filed as Exhibit 10.2
 to registrant's Form 8-K on July 10, 2023.

 3.21

 Agreement and Mutual Release dated July 14, 2023 among registrant, BizSecure, Inc, Alfonso Arana, Alfonso Rodriguez-Arana and Clement
 Danish, filed as Exhibit 10.1 to registrant's Form 8-K on July 20, 2023.

 3.22

 Technology
 Services Agreement dated July 15, 2023 between registrant and Arena Football League Management, LLC, filed as Exhibit 10.1 to registrant's
 Form 8-K on July 20, 2023.

 3.23

 Form
 of Securities Purchase Agreement and Warrant, filed as Exhibit 10.1 to registrant's Form 8-K filed on August 2, 2023.

 3.24

 Master
 Consulting Agreement dated August 1, 2023 between registrant and BRU, LLC, filed as Exhibit 10.1 to registrant's Form 8-K filed
 on August 4, 2023.

 3.25

 Global
 Amendment dated July 18, 2023 between registrant and Pacific Lion, LLC, filed as Exhibit 10.1 to registrant's Form 8-K filed
 on August 31, 2023.

 3.26

 Securities
 Purchase Agreement dated October 3, 2023 between registrant and Pacific Lion, LLC, filed as Exhibit 10.1 to registrant's Form
 8-K on October 13, 2023.

 3.27

 Investor
 Rights Agreement dated October 11, 2023 between registrant and Pacific Lion, LLC, filed as Exhibit 10.2 to registrant's Form
 8-K on October 13, 2023.

 3.28

 Certificate
 of Designation of Series C Preferred Stock, filed as Exhibit 10.3 to registrant's Form 8-K on October 13, 2023.

 3.29

 Letter
 Agreement dated October 9, 2023 between registrant and Pacific Lion, LLC, filed as Exhibit 10.4 to registrant's Form 8-K on
 October 13, 2023.

 3.30

 Exchange
 Agreement dated October 23, 2023 between registrant and Sartorii, LLC, filed as Exhibit 10.1 to registrant's Form 8-K on October
 25, 2023.

 3.31

 Asset
 Purchase Agreement dated February 23, 2024 between registrant and Avrio Worldwide, PBC, filed as Exhibit 10.1 to registrant's
 Form 8-K on February 29, 2024.

 31.1

 Certification
 of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.

 31.2

 Certification
 of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.

 32.1

 1350 Certification of Chief Executive Officer.

 32.2

 1350 Certification of Chief Financial Officer.

 101.INS

 Instance
 Document

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Indicates management contract or compensatory plan

 +
Incorporated by reference to the Company's Form S-1/A filed with the Securities and Exchange Commission on July 22, 2022