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 `

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 Amendment
No. 1 to Form 10-K

 [X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR
 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December 31, 2024

 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 No. 333-177532

 KAYA HOLDINGS, INC.

 (Exact name of registrant as specified in
 its charter)

 Delaware

 90-0898007

 (State of other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 21218 St. Andrews Blvd, #300

 Boca Raton,
 FL 33433

 (Address of
principal executive offices)

 ( 954) - 480-1270

 (Registrant's
telephone number, including area code)

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

 Title of each class

 Trading symbol(s)

 Name of each exchange on which registered

 None

 Securities registered under Section 12(g) of the Exchange
Act:

 None

 (Title of Class)

 Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

 Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

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

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

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

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

 [ ] Large accelerated
filer [ ] Accelerated filer

 [X] Non-accelerated filer [X] Smaller reporting company

 [ ] Emerging
growth company

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

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

 The aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately $ 479,322.98
as of June 28, 2024, based on the closing price on such date of $0.033 of the Company's common stock on the OTCQB tier of the
over-the-counter market operated by OTC Markets Group, Inc.

 Indicate the number of shares outstanding of each
of the registrant's classes of common stock, as of the latest practicable date. There were 41,572,835
shares of common stock outstanding as of April 16, 2025.

 DOCUMENTS INCORPORATED BY REFERENCE: No
documents are incorporated by reference into this Annual Report on Form 10-K except those Exhibits so incorporated as set forth in the
list of Exhibits set forth in Item 15 of this Annual Report on Form 10-K.

 As
used in this Form 10-K/A Amendment No. 1 to Annual Report on Form 10-K (this " Amendment "), the
terms " KAYS," " the Company," " we," " us " and
" our " refer to Kaya Holdings, Inc. and its owned and controlled subsidiaries, unless the context indicates
otherwise.

 Item 8. Financial Statements and Supplementary
Data.

 See the Index of Consolidated Financial Statements
on page F-1 below.

 Item 15. Exhibits and Financial Statement
Schedules.

 a)

 The following documents are filed as part of this Annual Report:

 (1)

 Financial Statements – The following Consolidated Financial Statements of the Company are contained in Item 8 of this Annual Report:

 •

 Reports
 of Independent Registered Public Accounting Firm

 •

 Consolidated Balance Sheets at December 31, 2024 and 2023

 •

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 •

 Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2024 and 2023

 •

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 •

 Notes to the Consolidated Financial Statements.

 (2)

 Financial Statement Schedules were omitted, as they are not required or are not applicable, or the required information is included in the Consolidated Financial Statements.

 (3)

 Exhibits – The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b32 under the Exchange Act:

 Exhibit No.

 Description of Exhibit

 3.1

 Certificate of Incorporation, as amended (1)

 3.2

 Bylaws, as amended (1)

 10.12

 2022 Incentive Stock Plan (1) +

 10.2

 Form of 8% Convertible Promissory Note (1)

 14.1

 Insider
 Trading Policy (2)

 21.1

 Subsidiaries of Registrant (1)

 23.1

 Consent
 of M&K CPAS LLC (3)

 31.1

 Section
 302 Certification (3)

 32.1

 Section
 906 Certification (3)

 (1)

 Filed
 as an Exhibit to the Company's Registration Statement on Form S-1, as amended (File No. 333-283570) and incorporated
 herein by reference.

 (2)

 Previously
 Filed

 (3)

 Filed
 herewith.

 + Management
compensation arrangement.

 SIGNATURES

 In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the Company has duly caused this Form 10-K/A Amendment No. 1 to Annual Report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 Dated: May
19, 2025

 KAYA HOLDINGS, INC.

 By:

 /s/ Craig Frank

 Craig Frank

 Chairman of the Board, President, Chief Executive Officer, Acting Chief Financial Officer (Principal Executive, Financial and Accounting Officer

 In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, this Annual Report on Form 10K has been signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated.

 Signature

 Title

 Date

 / s/ Craig Frank

 Chairman of the Board, President, Chief Executive Officer,

 Craig Frank

 Acting Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer)

 May
 19, 2025

 /s/ Mitchel Chupak

 Director

 May
 19, 2025

 Mitchel Chupak

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Page

 Report
 of Independent Registered Public Accounting Firm (FIRM ID: 2738)

 Balance Sheets at December 31, 2024 and 2023

 Statements of Operations for the Years Ended December 31, 2024 and 2023

 Statements of Comprehensive Income(Loss) for the Years Ended December 31, 2024 and 2023

 Statements of Stockholders' Deficit Years Ended December 31, 2024 and 2023

 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes
 to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of Kaya Holdings, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Kaya Holdings, Inc. and subsidiaries (the Company) as of December 31, 2024
and 2023, and the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit, and cash flows
for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going
 Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company had a net loss from continuing operations, net cash used in operations,
and a lack of revenues to-date, which raises substantial doubt about its ability to continue as a going concern. Management's plans
regarding those matters are discussed in Note 2. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis
for Opinion

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

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

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

 Critical
Audit Matter

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

 Liabilities

 As
discussed in Note 11, the Company borrows funds through the use of convertible notes payable that contain a conversion price that may
be fixed or fluctuates with the stock price.

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

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

 We
evaluated management's conclusions regarding their derivative liability and reviewed support for the significant inputs used in
the valuation model, as well as assessing the model for reasonableness. Additionally, we evaluated management's disclosure of the
Derivative Liabilities calculations in Note 11 of the consolidated financial statements.

 /s/
M&K CPAS, PLLC

 M&K CPAS, PLLC

 We
have served as the Company's auditor since 2018

 The Woodlands, TX

 April
29, 2025

 F- 1

 Kaya
Holdings, Inc. and Subsidiaries

Balance Sheets

31, 2024 and 2023

 ASSETS

 December 31,
 2024

 December 31,
 2023

 CURRENT ASSETS:

 Cash
 and equivalents

 $
 39,668

 $
 29,108

 Inventory

 9,259

 Prepaid
 expenses

 28,180

 58,588

 Total
 current assets

 67,938

 96,955

 NON-CURRENT ASSETS:

 Right-of-use
 asset - operating lease

 29,865

 Property
 and equipment, net of accumulated depreciation of $ 372,390 and $ 216,890 as of December 31, 2024 and December 31, 2023, respectively

 46,131

 24,875

 Goodwill

 20,955

 23,682

 Other

 28,771

 40,479

 Total
 non-current assets

 148,431

 118,901

 Total
 assets

 $
 216,369

 $
 215,856

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 payable and accrued expense

 $
 631,963

 $
 589,085

 payable and accrued expense-related parties

 869,864

 514,972

 interest

 59,246

 2,369,015

 Right-of-use
 liability - operating lease

 30,885

 Taxable
 Payable

 902,166

 899,344

 notes payable, net of discount of $ 0 and $ 0

 135,000

 125,000

 Notes
 payable

 9,312

 124,312

 2,497,275

 2,752,321

 Total
 current liabilities

 5,157,400

 7,404,934

 NON-CURRENT LIABILITIES:

 expense-related parties

 interest, non-current

 2,945,861

 —

 Notes
 payable

 61,608

 Notes
 payable-related party

 notes payable, net of discount of $ 440,590 and $ 742

 8,429,632

 7,311,410

 Total
 non-current liabilities

 12,187,101

 8,561,410

 Total

 17,344,502

 15,966,344

 STOCKHOLDERS' DEFICIT:

 Convertible preferred stock,
 Series D, par value $.0001;
 10,000,000 shares authorized; 40 and 40 issued and outstanding as of December 31, 2024 and December
 31, 2023, respectively

 —

 —

 Common stock, par
 value $.0001; 1,500,000,000 shares authorized; 41,572,835 shares issued, 41,464,501 outstanding as of December 31, 2024 and 22,172,835 shares issued, 22,164,501 outstanding as of December 31, 2023, respectively

 4,157

 2,217

 Subscriptions
 payable

 Treasury
 stock, at cost, 8,334 shares

 ( 18,000
)

 ( 18,000
)

 Additional
 paid in capital

 23,378,849

 22,531,739

 Accumulated
 deficit

 ( 38,543,119
)

 ( 36,462,263
)

 Accumulated
 other comprehensive income

 ( 15,571
)

 ( 12,617
)

 Total
 stockholders' deficit attributable to parent company

 ( 15,030,054
)

 ( 13,795,294
)

 Non-controlling
 interest

 ( 2,098,078
)

 ( 1,955,194
)

 Total
 stockholders' deficit

 ( 17,128,132
)

 ( 15,750,488
)

 Total
 liabilities and stockholders' deficit

 $
 216,369

 $
 215,856

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

 F- 2

 Kaya
Holdings, Inc. and Subsidiaries

Statements of Operations

 Net sales

 $
 7,134

 $
 —

 Cost of sales

 7,500

 —

 Gross profit

 ( 366
)

 —

 Operating expenses:

 Professional
 fees

 1,384,954

 752,973

 Salaries
 and wages

 31,320

 —

 General
 and administrative

 605,388

 269,772

 Total
 operating expenses

 2,021,662

 1,022,745

 loss

 ( 2,022,028
)

 ( 1,022,745
)

 Other income (expense):

 expense

 ( 738,290
)

 ( 665,427
)

 Amortization
 of debt discount

 ( 119,029
)

 ( 387,072
)

 Gain on
 sale of land

 —

 177,883

 Gain on
 sale of the license

 1,700

 —

 Change
 in derivative liabilities expense

 813,922

 3,297,215

 Other
 income (expense)

 3,614

 100,072

 Total
 other income (loss)

 ( 38,083
)

 2,522,671

 from continuing operations before income taxes

 ( 2,060,111
)

 1,499,926

 —

 —

 (loss) - from continued operations

 ( 2,060,111
)

 1,499,926

 Net Income
 (loss) from discontinued operations before tax

 ( 154,076
)

 159,892

 for income taxes on discontinued operations

 ( 8,365
)

 ( 23,327
)

 Net
 income (loss) - from discontinued operations

 ( 162,441
)

 136,565

 Net income (loss)

 ( 2,222,552
)

 1,636,491

 (loss) attributed to non-controlling interest

 ( 141,696
)

 (loss) attributed to Kaya Holdings, Inc.

 ( 2,080,856
)

 1,609,697

 Basic
 net (loss) income from continuing operations per common share

 $
 ( 0.07
)

 $
 0.07

 Basic
 net (loss) income from discontinued operations per common share

 $
 ( 0.00
)

 $
 0.00

 Basic
 net (loss) income per common share

 $
 ( 0.07
)

 $
 0.07

 Weighted average number
 of common shares outstanding - Basic

 28,397,691

 22,164,501

 Diluted
 net (loss) income from continuing operations per common share

 $
 ( 0.07
)

 $
 0.01

 Diluted
 net (loss) income from discontinued operations per common share

 $
 ( 0.00
)

 $
 0.00

 Diluted
 net (loss) income per common share

 $
 ( 0.07
)

 $
 0.01

 Weighted average number
 of common shares outstanding - Diluted

 257,718,952

 203,742,186

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

 F- 3

Kaya Holdings, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income(Loss)

 For
 The

 For
 The

 Year
 Ended

 Year
 Ended

 Net income (loss)

 $
 ( 2,080,856
)

 $
 1,609,697

 Other comprehensive income
 (loss):

 Foreign
 currency adjustments

 ( 4,142
)

 Comprehensive
 income (loss)

 ( 2,084,998
)

 1,610,288

 Comprehensive
 loss attributable to non-controlling interest

 ( 142,884
)

 Comprehensive
 loss attributable to Kaya Holdings

 ( 1,942,114
)

 1,583,493

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

 F- 4

 Kaya
Holdings, Inc. and Subsidiaries

Statements of Stockholders' Deficit

 For
the years ended December 31, 2024 and 2023

 Additional
 Paid-in Capital

 Accumulated
 Deficit

 Accumulated
 Comprehensive Loss

 Noncontrolling

 Total
 Stockholders' Deficit

 Preferred
 Stock - Series C

 Preferred
 Stock - Series D

 Common
 Stock

 Treasury
 Stock

 Subscription Payable

 Balance, December 31, 2022 (Audited)

 -

 $ -

 $ -

 22,172,835

 $ 2,217

 8,334

 $ ( 18,000)

 $ 163,630

 $ 22,315,568

 $ ( 38,071,960)

 $ ( 11,027)

 $ ( 1,984,169)

 $ ( 17,603,741)

 Imputed interest

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Settlement of derivative liabilities
 to additional paid in capital

 -

 -

 -

 -

 -

 -

 -

 -

 -

 155,342

 -

 -

 -

 155,342

 Release of related party accruals
 and payable

 -

 -

 -

 -

 -

 -

 -

 -

 -

 38,329

 -

 -

 -

 38,329

 Translation Adjustment

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,590)

 2,181

 Net Income

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,609,697

 -

 1,636,491

 Balance, December 31, 2023(Audited)

 -

 -

 -

 22,172,835

 2,217

 8,334

 ( 18,000)

 22,531,739

 ( 36,462,263)

 ( 12,617)

 ( 1,955,194)

 ( 15,750,488)

 Balance, December 31, 2023 (Audited)

 -

 -

 -

 22,172,835

 2,217

 8,334

 ( 18,000)

 22,531,739

 ( 36,462,263)

 ( 12,617)

 ( 1,955,194)

 ( 15,750,488)

 Imputed interest

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Common stock issued for services

 -

 -

 -

 -

 3,100,000

 -

 -

 -

 126,790

 -

 -

 -

 127,100

 Common stock issued for services - related parties

 -

 -

 -

 -

 15,300,000

 1,530

 -

 -

 -

 625,770

 -

 -

 -

 627,300

 Common stock issued for acquiring the subsidiary

 -

 -

 -

 -

 1,000,000

 -

 -

 -

 40,900

 -

 -

 -

 41,000

 Equity transaction (Sale of subsidiary's stock)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 31,150

 -

 -

 -

 31,150

 Translation Adjustment

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 2,954)

 ( 1,188)

 ( 4,142)

 Net Income

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 2,080,856)

 -

 ( 141,696)

 ( 2,222,552)

 Balance, December 31, 2024 (Audited)

 -

 -

 -

 41,572,835

 4,157

 8,334

 ( 18,000)

 23,378,849

 ( 38,543,119)

 ( 15,571)

 ( 2,098,078)

 ( 17,128,132)

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

 F- 5

 Kaya
Holdings, Inc. and Subsidiaries

Statement of Cashflows

 OPERATING ACTIVITIES:

 Net
 income (loss)

 $
 ( 1,918,415
)

 $
 1,473,132

 Adjustment
 to non-controlling interest

 ( 141,696
)

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

 Depreciation

 5,882

 11,845

 Imputed
 interest

 Loss(Gain)
 on lease extinguishment

 —

 ( 151,082
)

 issued for services

 127,100

 —

 issued for services - related parties

 627,300

 —

 issued for acquisition - related parties

 41,000

 —

 Change
 in derivative liabilities

 ( 813,922
)

 ( 3,297,215
)

 Amortization
 of debt discount

 119,029

 387,072

 Loss(Gain)
 on sale of land

 —

 ( 177,883
)

 Loss(Gain)
 on sale of license

 ( 1,700
)

 ( 206,546
)

 Changes
 in operating assets and liabilities:

 Prepaid
 expense

 32,283

 ( 42,505
)

 Inventory

 9,169

 1,852

 Right-of-use
 asset

 119,521

 59,597

 Deposit

 14,416

 ( 12,925
)

 interest

 646,662

 609,346

 payable and accrued expenses

 42,878

 ( 89,375
)

 payable and accrued expenses - Related Parties

 354,891

 241,782

 Right-of-use

 ( 120,541
)

 ( 62,080
)

 tax liabilities

 2,823

 23,327

 Net
 cash used in operating activities

 ( 830,820
)

 ( 1,182,364
)

 Net
 cash (used in)/provided by Discontinued Operations

 ( 162,441
)

 136,565

 INVESTING ACTIVITIES:

 Proceeds
 from sales of fixed assets

 —

 693,959

 Proceeds
 from sales of business license

 —

 193,900

 Cash paid
 for impairment of right-of-use assets

 —

 ( 75,000
)

 Purchase
 of property and equipment

 ( 27,138
)

 —

 Proceeds
 from sales of subsidiary's stock

 31,150

 —

 Net
 cash provided by investing activities

 4,012

 812,859

 FINANCING ACTIVITIES:

 Proceeds
 from convertible notes

 1,557,500

 615,000

 Payments
 on debt

 ( 553,393
)

 ( 370,000
)

 Net
 cash provided by financing activities

 1,004,107

 245,000

 Effects
 of currency translation on cash and cash equivalents

 ( 4,298
)

 ( 1,282
)

 NET INCREASE (DECREASE) IN
 CASH

 10,560

 10,778

 CASH
 BEGINNING BALANCE

 29,108

 18,330

 CASH ENDING BALANCE

 $
 39,668

 $
 29,108

 SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION:

 paid

 59,108

 18,582

 NON-CASH TRANSACTIONS AFFECTING
 OPERATING, INVESTING AND FINANCING ACTIVITIES:

 issued for investment

 41,000

 —

 Settlement
 of derivative liabilities

 —

 155,342

 Adoption
 of lease standard ASC 842

 —

 24,602

 Release
 of related party accruals and payable

 —

 38,329

 Reclassification
 of accrued interest to notes principal

 10,000

 —

 Recognition
 of right of use assets and lease liabilities under ASC 842

 142,230

 —

 Initial
 derivatives

 558,876

 —

 note balance adjustment

 —

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

 F- 6

 NOTE
1 – ORGANIZATION AND NATURE OF THE BUSINESS

 Organization

 Kaya
Holdings, Inc. FKA (Alternative Fuels Americas, Inc.) ("KAYS") is a holding company. The Company was incorporated in 1993
and engaged in a number of businesses until September, 2010. In October, 2010, the Company changed its name to Alternative Fuels Americas,
Inc, in connection with the acquisition of a company by that name. The Company assumed its present name in March 2015, in connection
with its commencement of operations in the legal cannabis market in Oregon.

 The
Company has four subsidiaries: Marijuana Holdings Americas, Inc., a Florida corporation ("MJAI"), which is majority-owned
and was formed on March 27, 2014 to operate the Company's cannabis retail business in Oregon. MJAI's operations were discontinued
during the six months ended June 30, 2024, and the subsidiary is now classified as a discontinued operation (see Note 4). The Company
retains full ownership of MJAI and is evaluating potential sale opportunities for its remaining assets in 2025. 34225 Kowitz Road, LLC,
a wholly-owned Oregon limited liability company which held ownership of the Company's 26 acre property in Lebanon, Oregon (inactive
since February 28, 2023 when the subject property was sold), Kaya Brand International, Inc., a Florida Corporation ("KBI")
which is majority-owned and was formed on October 14, 2019 to expand the business overseas (active) and Fifth Dimension Therapeutics,
Inc., a Florida corporation which is majority owned ("FDT ") and was formed on December 13, 2022 to develop and maintain
ownership of the Company's planned Psychedelic Treatment Centers offering psilocybin treatments.

 MJAI
Oregon 1 LLC is the entity that holds the licenses for the Company's retail store operations. MJAI Oregon 5 LLC is the entity that
held the license application for the Company's 26 acre farm property in Lebanon Oregon (property sold on February 28, 2023, inactive
since that date).

 KBI
is the entity that holds controlling ownership interests in Kaya Farms Greece, S.A. (a Greek corporation) and Kaya Shalvah ("Kaya
Farms Israel", an Israeli corporation). These two entities were formed to facilitate expansion of the Company's business
in Greece and Israel respectively.

 FDT
is the entity that was formed to hold interests in psychedelic treatment facilities, with operations initially targeted for Oregon where
FDT holds a 49% stake in FDT Oregon 1, LLC ("FDT1", an Oregon limited liability company) and the Company has an irrevocable
option to acquire the remaining 51% stake in FDT1 after the sunsetting in January 1, 2025 of Oregon's residency requirements for
majority ownership in entities that hold OHA issued psilocybin licenses. On September 5, 2024, the Company issued 1,000,000 shares of
common stock to FDT Oregon 1 LLC owners who are also the Company's related parties, to acquire the remaining 51% equity interest
of FDT Oregon 1 LLC after January 1, 2025, as per the agreement.

 Nature
of the Business

 In
January 2014, KAYS incorporated MJAI, a wholly owned subsidiary, to focus on opportunities in the legal recreational and medical marijuana
in the United States.

 On
July 3, 2014 opened its first Kaya Shack MMD in Portland, Oregon. Between April of 2014 and December 31, 2023, KAYS owned
and operated four (4) Kaya Shack retail cannabis medical and recreational dispensaries, three (3) Medical Marijuana Grow sites
licensed by the OHA and two (2) Recreational Marijuana grow sites licensed by the OLCC (all in Oregon). The statuses of these operations
are as follows:

 The
first Kaya Shack (Kaya Shack Store 1) opened in 2014 in Portland, Oregon at the same address as an Oregon Liquor and Cannabis
Commission (OLCC) licensed medical and recreational marijuana retailer. On March 11, 2024, the Company notified the Oregon Liquor Control
Commission (the "OLCC") that we were temporarily closing this location. The Company is currently evaluating redeploying this
remaining dispensary license to serve as a delivery hub for Portland residents, tourists and The Sacred Mushroom guests, among
others. As of June 30, 2024, the Company had ceased all retail cannabis operations under the MJAI subsidiary. Kaya Shack Store
1 remained inactive following the March 2024 temporary closure notice to the OLCC, and no further cannabis retail revenue was generated
in the second half of the year. Accordingly, the Company has classified MJAI's operations as discontinued as of year-end. See Note
4 for additional details on discontinued operations.

 F- 7

 Kaya
Shack Store 2 was closed in December, 2022 as part of a sale and surrender agreement that the Company entered into with the OLCC
to resolve an Administrative Action filed by the OLCC (as previously disclosed in the Company's Annual Report on form 10-K for
the period ending December 31, 2021 filed on April 18, 2022 and in the Company's Quarterly report for the period ending March 31,
2022 filed on May 16, 2022). Per the terms of the agreement the Company agreed to either enter into a purchase and sale agreement for
its retail license in South Salem by February 1, 2023 (the renewal date) or surrender the license. On April 21, 2023 the Company concluded
the sale of Store 2 for $210,000, less a 6% closing commission and minor closing expenses. After these expenses and paying $75,000 to
resolve three non-performing store leases in South Oregon, the Company netted $118,900.

 Kaya
Shack Store 3 and Kaya Shack Store 4 were both closed due to consolidation moves by the Company in 2020 and 2021, respectively,
and the Company let the licenses lapse.

 In
August of 2017, the Company purchased a 26-acre parcel in Lebanon, Linn County, Oregon for $510,000 on which we intended to construct
a Greenhouse Grow and Production Facility (the "Property") and filed for OLCC licensure. In August of 2022, the Company entered
into an agreement (the "CVC Agreement") with CVC International, Inc. ("CVC"), an institutional investor who holds
certain of the Company's Convertible Promissory Notes (the "Notes"), one of which was secured by a $500,000 mortgage
on the Property. CVC released its lien on the Property to enable the Company to sell the Property and utilize the proceeds therefrom
for the benefit of the Company and its shareholders, without having to repay CVC the $500,000 Note held by CVC. Additionally, CVC agreed
to advance certain sums against the sale of the Property ("Advances"), which amounted to $270,000 pending the sale of the
Property. On February 28, 2023 we sold the Property for a price of $769,500, less commissions and customary closing costs. The net proceeds
of the sale were used to repay the advances plus interest (including an additional $100,000 borrowed from another lender interest) and
the Company realized net proceeds of approximately $302,000,000. The land is reflected on the balance sheet as assets held for sale for
the year ended December 31, 2022 at a value of $516,076. The land was sold in 2023.

 On
September 26, 2019, the Company formed the majority owned subsidiary Kaya Brands International, Inc. ("KBI") to serve as
the Company's vehicle for expansion into worldwide cannabis markets. Between September of 2019 and March 31, 2024 KBI has formed
majority-owned subsidiaries in both Greece and Israel and its local operating subsidiaries have acquired interests in various licenses
and entities.

 On
December 13, 2022, the Company formed Fifth Dimension Therapeutics ("FDT", a Florida Corporation) to seek to provide
psychedelic services to sufferers of treatment resistant mental health diseases such as depression, PTSD and other mental health disorders.
On January 3, 2023 the Oregon Health Authority (the "OHA") began to accept license applications, allowing each entity to
own and operate one (1) Psilocybin manufacturing and processing facility for the production of Psilocybin Mushrooms and derived therapeutics
("Psilocybins"), and up to five (5) Psilocybin Facilitation Centers where clients would go to ingest Psilocybins and experience
effects under the supervision of State Licensed Facilitators.

 On
January 25, 2023, the Company confirmed that attorney Glenn E.J. Murphy was welcomed as a founding member to the FDT Board of Directors.
Glenn will assist FDT with introductions to pharmaceutical companies seeking data and access to psychedelic patients, as well as advising
on the development of intellectual property, structure of potential joint ventures, funding opportunities, acquisitions, and other related
endeavors. Glenn has twenty-five years of private and corporate practice, including ten years in-house with the Henkel Group and more
than fifteen years in private practice, Glenn's experience has touched on most every aspect of intellectual property practice.

 On
March 13, 2023, Bryan Arnold (one of KAYS Vice Presidents and its longest serving Oregon Employee) completed his OHA Certified Psilocybin
Education through the Changra Institute and became one of the first eighteen graduates to obtain Psilocybin Facilitator certification
in the State of Oregon. Bryan's Facilitation License application has been approved by the OHA, and he now may oversee up to five
(5) Psilocybin Treatment Facilities and up to one (1) Psilocybin Production Facility. Additionally, the Company expects to enroll additional
potential licensee candidates within the coming months to bolster its ranks of OHA Licensed Psilocybin Facilitators as it moves forward
with plans to open its first Psilocybin Clinic, subject to completion of financing and regulatory approvals.

 On
November 14, 2023, the Company filed a license application with the Oregon Department of Health (the "OHA") for the licensure
of The Sacred Mushroom, an approximately 11,000 square foot psilocybin treatment center located in Portland, Oregon which would
serve as the Company's flagship psilocybin facility.

 F- 8

 On
March 6, 2024, the OHA completed its Psilocybin Service Center License Inspection and itemized three (3) facility structural/layout items
that they wanted addressed/modified prior to issuing the facility license. On May 7, 2024, the Company had been awarded its license by
the Oregon Health Authority to operate its Portland, Oregon psilocybin treatment center, The Sacred Mushroom. On July 2, 2024, the
Company announced that its licensed psilocybin treatment center, The Sacred Mushroom would open for business on July 5, 2024 and immediately
commencing begin administering psilocybin treatments to eligible guests.

 During
the first half of 2024, the Company ceased operations of its retail marijuana business, MJAI, which was previously its primary revenue-generating
subsidiary. MJAI's operations were discontinued during the six months ended June 30, 2024, and no revenue or operating activity has occurred
since that date. The retail store was fully closed following the cessation of operations, and the Company no longer maintains involvement
in or influence over MJAI's business activities.

 As
a result of the closure of MJAI's retail cannabis operations during the first half of 2024, those operations have been classified
as a discontinued operation in accordance with ASC 205-20. The Company retains ownership of MJAI, and its assets and liabilities remain
consolidated. Only revenues and direct expenses related to MJAI's retail operations are included in discontinued operations. See
Note 4 for further details.

 NOTE
2 – LIQUIDITY AND GOING CONCERN

 The
Company's consolidated financial statements as of December 31, 2024 have been prepared on a going concern basis, which contemplates
the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred net
loss of $2,080,856, for the year ended December 31, 2024 and net income of $1,609,697 for the year ended December 31, 2023. The net loss
due to the close of a retail shop in Oregon as the company focused on moving our cannabis business overseas and concentrated on the development
of our Psychedelic Medicine business and the launch of The Sacred Mushroom facility in Portland, Oregon. At December 31, 2024
the Company has a working capital deficiency of $8,035,323 and is totally dependent on its ability to raise capital. The Company has
a plan of operations and acknowledges that its plan of operations may not result in generating positive working capital in the near future.
Even though management believes that it will be able to successfully execute its business plan, which includes third-party financing
and capital issuance, and meet the Company's future liquidity needs, there can be no assurances in that regard. These matters raise
substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include
any adjustments that might result from the outcome of this material uncertainty. Management recognizes that the Company must generate
additional funds to successfully develop its operations and activities. Management plans include:

 •

 the
 sale of additional equity and debt securities,

 •

 alliances and/or partnerships
 with entities interested in and having the resources to support the further development of the Company's business plan,

 •

 business transactions to
 assure continuation of the Company's development and operations,

 •

 development
 of a unified brand and the pursuit of licenses to operate recreational and medical marijuana facilities under the branded name.

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

 Basis
of Presentation

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

 Reclassifications

 Certain
prior period amounts have been reclassified to conform to the current period presentation.

 F- 9

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and accompanying notes.

 Such
estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable
and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate
of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount,
estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ
significantly from estimates.

 Risks
and Uncertainties

 The
Company's operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including
the potential risk of business failure.

 The
Company has experienced, and in the future expects to continue to experience, variability in its sales and earnings. The factors
expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate
success of the product, (ii) competition inherent at other locations where product is expected to be sold (iii) general economic conditions
and (iv) the related volatility of prices pertaining to the cost of sales.

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of Kaya Holdings, Inc. and all wholly and majority-owned subsidiaries.
All significant intercompany balances have been eliminated.

 Majority-owned
subsidiaries:

 Fifth
Dimension Therapeutics, Inc. (a Florida Corporation)

 FDT
Oregon 1, LLC (an Oregon limited liability company)

 Kaya
Brands International, Inc. (a Florida Corporation)

 Kaya
Shalvah ("Kaya Farms Israel", an Israeli corporation) majority owned subsidiary of KBI)

 Kaya
Farms Greece, S.A. (a Greek Corporation) majority owned subsidiary of KBI)

 Marijuana
Holding Americas, Inc. (a Florida Corporation)

 MJAI
Oregon 1 LLC

 Non-Controlling

 The
company owned 55 %
of Marijuana Holdings Americas until September 30, 2019. Starting October 1, 2019, Kaya Holding, Inc. owns 65 %
of Marijuana Holdings Americas, Inc. As of December 31, 2024, Kaya owns 65% of Marijuana Holdings Americas, Inc.

 The
company owned 85 %
of Kaya Brands International, Inc. until July 31, 2020. Starting August 1, 2020, Kaya Holding, Inc. owns 65 %
of Kaya Brands International, Inc.

 In
2024, FDT increased its authorized preferred stock from 85 shares to 90 shares. The Company previously held 41 shares of FDT preferred
stock and received an additional 9 preferred shares during the year, bringing its total holdings to 50 shares. Following
this, the Company holds 50 preferred shares and 1,000,000 shares of common stock, representing 54.1% of the total voting rights of FDT. Thereafter, FDT issued 3,115,000 shares of common stock in connection with the execution of
several convertible note agreements, receiving total proceeds of $ 31,150.
As a result of these issuances, the Company's ownership in FDT's common stock was diluted to 52.3 %.
As of December 31, 2024, the Company continues to exercise majority control over FDT.

 FDT
holds a 49% stake in FDT Oregon 1, LLC ("FDT1", an Oregon limited liability company) and the Company has an irrevocable option
to acquire the remaining 51% stake in FDT1 after the sunsetting on January 1, 2025. On
September 5, 2024, the Company issued 1,000,000 shares of common stock to FDT Oregon 1 LLC owners who are also
the Company's related parties to acquire the remaining 51 %
equity interest of FDT Oregon 1 LLC after January 1, 2025 per the agreement.

 F- 10

 Cash
and Cash Equivalents

 Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents.

 Inventory

 Inventory
consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in,
first-out method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also
evaluates the impact of any anticipated changes in future demand. Total Value of Finished goods inventory as of December 31,
2024 is $ 90 and
$ 9,259 as
of December 31, 2023. Inventory allowance and impairment were $ 0 and $ 0 as of December 31, 2024 and 2023, respectively.

 Property
and Equipment

 Property
and equipment are stated at cost, less accumulated depreciation and are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.

 Depreciation
of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5 - 30 years of the respective assets. Expenditures on maintenance
and repairs are charged to expenses as incurred.

 Upon
sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain
or loss is reflected in the statements of operations.

 Long-lived
assets

 The
Company reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits
of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets
over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected
future cash flow.

 Accounting
for the Impairment of Long-Lived Assets

 We
evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Upon such an occurrence, the recoverability of assets to be held and used is measured by comparing the carrying amount
of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds
its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is
determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets.

Leases

 We
lease our retail stores under non-cancellable operating leases. Most store leases include tenant allowances from landlords, rent escalation
clauses and/or contingent rent provisions. We recognize rent expense on a straight-line basis over the lease term, excluding contingent
rent, and record the difference between the amount charged to expense and the rent paid as a deferred rent liability.

Rent and Tenant Allowances

rent is recognized when a lease contains fixed rent escalations. We recognize the related rent expense on a straight-line basis starting
from the date of possession and record the difference between the recognized rental expense and cash rent payable as deferred rent. Deferred
rent also includes tenant allowances received from landlords in accordance with negotiated lease terms. The tenant allowances are
amortized as a reduction to rent expense on a straight-line basis over the term of the lease starting at the date of possession.

 F- 11

 Earnings
Per Share

rent is recognized when a lease contains fixed rent escalations. We recognize the related rent expense on a straight-line basis starting
from the date of possession and record the difference between the recognized rental expense and cash rent payable as deferred rent. Deferred
rent also includes tenant allowances received from landlords in accordance with negotiated lease terms. The tenant allowances are
amortized as a reduction to rent expense on a straight-line basis over the term of the lease starting at the date of possession.

 Income
Taxes

 The
Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for
Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects
of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred
income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes,
the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available
tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments
to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax
assets based on the "more likely than not" criteria of ASC 740.

 ASC
740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant
tax authority would more likely than not sustain the position following an audit. For tax positions meeting the "more-likely-than-not"
threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood
of being realized upon ultimate settlement with the relevant tax authority.

 We
are subject to certain tax risks and treatments that could negatively impact our results of operations

 Section
280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking-controlled
substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits
against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarification
allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly, and the bulk of operating costs and
general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative
and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E
favorable to cannabis businesses.

 We
recorded a provision for income taxes in the amount of $ 8,365 during the year ended December 31, 2024 compared to $ 23,327 during the year ended December 31, 2023. The 2024 provision
relates entirely to the operations of MJAI, our former retail cannabis business, which was discontinued during the year and is now reported
as a discontinued operation (see Note 4). Although we have net operating losses that we believe are available to us to offset this entire
tax liability, which arises under Section 280E of the Code because we are a cannabis company, as a conservative measure, we have accrued
this liability.

 Fair
Value of Financial Instruments

 The
Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair
value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the
case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants
would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework
for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical
level.

 The
following are the hierarchical levels of inputs to measure fair value:

 •

 Level
 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

 •

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

 •

 Level 3 – Unobservable
 inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions
 are required to be consistent with market participant assumptions that are reasonably available.

 F- 12

 of fair value assets and liabilities

 Fair
 Value Measurements at December 31, 2024

 Level

 Level

 Level

 Cash

 $ 39,668

 $ -

 $ -

 Total

 39,668

 -

 -

 Liabilities

 debentures, net of discounts of $ 440,590

 -

 -

 8,564,632

 -

 -

 2,497,275

 Total

 -

 -

 11,061,907

 Total

 $ 39,668

 $ -

 $ ( 11,061,907)

 Fair
 Value Measurements at December 31, 2023

 Level

 Level

 Level

 Cash

 $ 29,108

 $ -

 $ -

 Total

 29,108

 -

 -

 Liabilities

 debentures, net of discounts of $ 742

 -

 -

 7,436,410

 -

 -

 2,752,321

 Total

 -

 -

 10,188,731

 Total

 $ 29,108

 $ -

 $ ( 10,188,731)

 The
carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts
payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because
of the short maturity of these instruments.

 The
Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 11.

 Embedded
Conversion Features

 The
Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine
whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value
with changes in fair value recorded in earnings.

Financial Instruments

 The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features
that qualify as embedded derivatives.

 For
derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value
and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based
simple derivative financial instruments, the Company uses the Binomial option-pricing model to value the derivative instruments at inception
and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as
liabilities or as equity, is reassessed at the end of each reporting period.

 In
July 2017, the FASB issued ASU 2017-11 Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivative
and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial
instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified
as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument
is indexed to an entity's own stock. The amendment also clarifies existing disclosure requirements for equity-classified instruments.
As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a
derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial
instruments, the amendments require entities that present earnings per share ("EPS") in accordance with Topic 260 to recognize
the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available
to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject
to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options),
including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain
provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not
have an accounting effect.

 F- 13

 Prior
to this Update, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a
liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether
it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine
whether it is indexed to an entity's own stock as part of the analysis of whether it qualifies for a scope exception from derivative
accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming
the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option
meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to
an entity's own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the
bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date.

 In
August 2020, the FASB issued ASU 202006, Debt- Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging-Contracts
in Entity's Own Equity (Subtopic 81540): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which is
intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible
instruments and contracts on an entity's own equity. In this Update revise the guidance for instruments with down round features in Subtopic
815-40, Derivatives and Hedging—Contracts in Entity's Own Equity, which is considered in determining whether an equity-linked
financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments
would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If
they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options
with down round features are no longer bifurcated. The guidance allows for either full retrospective adoption or modified retrospective
adoption. The guidance is effective for the Company in the first quarter of fiscal year 2025 and early adoption is permitted. The Company
is evaluating the impact the adoption of this guidance will have on its condensed consolidated financial statements and related disclosures.

 The
amendments in Part 1 of this Update are a cost savings relative to former accounting. This is because, assuming the required criteria
for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair
value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible
instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that
have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating
an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of
the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each
reporting period.

 The
amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has
the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic
480.

 The
Company adopted this new standard on January 1, 2019; however, the Company needs to continue the derivative liabilities due to variable
conversion price on some of the convertible instruments. As such, it did not have a material impact on the Company's consolidated
financial statements.

 Debt
Issue Costs and Debt Discount

 The
Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These
costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the
debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 Original
Issue Discount

 For
certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue
discount would be recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life
of the debt.

 Extinguishments
of Liabilities

 The
Company accounts for extinguishments of liabilities in accordance with ASC 405-20 "Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities". When the conditions are met for extinguishment accounting, the liabilities are derecognized
and the gain or loss on the sale is recognized.

 F- 14

 Stock-Based
Compensation - Employees

 The
Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions
under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting
Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods
or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more reliably measurable.

 The
measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance
is complete or the date on which it is probable that performance will occur.

 If
the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Company's
most recent private placement memorandum (based on sales to third parties) ("PPM"), or weekly or monthly price observations
would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger
spread between the bid and asked quotes and lack of consistent trading in the market.

 The
fair value of share options and similar instruments is estimated on the date of grant using a Binomial Option Model option-pricing valuation
model. The ranges of assumptions for inputs are as follows:

 •

 term of share options and similar instruments: The expected life of options and similar instruments represents the period of time
 the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards
 Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments
 are expected to be outstanding taking into consideration of the contractual term of the instruments and employees' expected
 exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant
 to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term
 + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis
 upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company
 significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its
 historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or
 expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable
 basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and
 similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to
 estimate expected term.

 •

 volatility of the entity's shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii)
 a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for
 the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the
 reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company
 uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar
 instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations
 would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations
 for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading
 in the market.

 •

 annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual
 term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend
 yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within
 the expected term of the share options and similar instruments.

 •

 Risk-free
 rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The
 risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected
 term of the share options and similar instruments.

 F- 15

 Generally,
all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights
are measured at their fair value on the awards' grant date, based on estimated number of awards that are ultimately expected to
vest.

 The
expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations.

 Stock-Based
Compensation – Non-Employees

 Equity
Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

 In
June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation: Improvement to Nonemployee Share-Based Payment Accounting
(Topic 718). The ASU supersedes ASC 505-50, Equity-Based Payment to Non-Employment and expends the scope of the Topic 718 to include
stock-based payments granted to non-employees. Under the new guidance, the measurement date and performance and vesting conditions for
stock-based payments to non-employees are aligned with those of employees, most notably aligning the award measurement date with the
grant date of an award. The new guidance is required to be adopted using the modified retrospective transition approach. The Company
adopted the new guidance effective January 1, 2019, with an immaterial impact on its financial statements and related disclosures.

 The
fair value of share options and similar instruments is estimated on the date of grant using a Binomial option-pricing valuation model. The
ranges of assumptions for inputs are as follows:

 •

 term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification
 the expected term of share options and similar instruments represents the period of time the options and similar instruments are
 expected to be outstanding taking into consideration of the contractual term of the instruments and holder's expected exercise
 behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder's
 expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the
 contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments
 as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

 •

 volatility of the entity's shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii)
 a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for
 the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the
 reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company
 uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar
 instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations
 would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations
 for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading
 in the market.

 •

 annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual
 term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend
 yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within
 the expected term of the share options and similar instruments.

 •

 Risk-free
 rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The
 risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected
 term of the share options and similar instruments.

 Revenue
Recognition

 Effective
January 1, 2018, the Company adopted ASC 606 – Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue
from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1)
identifying the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price;
(4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation
is satisfied.

 To
confirm, all of our OLCC licensed cannabis retail sales operations are conducted and operated on a "cash and carry" basis-
product(s) from our inventory accounts are sold to the customer(s) and the customer settles the account at time of receipt of product
via cash payment at our retail store; the transaction is recorded at the time of sale in our point-of-sale software system. Revenue is
only reported after the product has been delivered to the customer and the customer has paid for the product with cash.

 To
date the only other revenue we have received is for ATM transactions and revenue from this activity is only reported after we receive
payment via check from the ATM service provider company.

 F- 16

 Cost
of Sales

 Cost
of sales represents costs directly related to the purchase of goods and third party testing of the Company's products.

 Related
Parties

 The
Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure
of related party transactions.

 Pursuant
to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15,
to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing
trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company;
f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies
of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and
g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.

 The
consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements,
expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated
in the preparation of consolidated or combined financial statements is not required in those statements.

 The
disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions
to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other
information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts
of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing
the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet
presented and, if not otherwise apparent, the terms and manner of settlement.

 Contingencies

 The
Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions
may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only
be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment
inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the
Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings
or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
However, there is no assurance that such matters will not materially and adversely affect the Company's business, consolidated
financial position, and consolidated results of operations or consolidated cash flows.

 Uncertain
Tax Positions

 The
Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions
of Section 740-10-25 for the reporting period ended December 31, 2024.

 Subsequent
Events

 The
Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The
Company will evaluate subsequent events through the date when the financial statements are issued.

 F- 17

 Segment
reporting

 The
Company operates as one segment, in which management uses one measure of profitability, and all of the Company's long-lived assets
and all of the revenues generated are primarily located in the United States of America. The Company does not operate separate lines
of business or separate business entities with respect to any of its product candidates. Accordingly, the Company does not have separate
reportable segments.

 Discontinued
operation

 During
the six months ended June 30, 2024, the Company ceased operations of its wholly owned subsidiary, MJAI, a retail marijuana dispensary
based in Oregon. MJAI focuses on legal recreational and medical marijuana retaliation business. The Company evaluated the evolving trends
and economic realities of the marijuana market, taking into consideration the purchase cost and market demand. The Company has determined
that there is insufficient profit to be made in the marijuana business. Consequently, the Company took the decision to discontinue MJAI's
business activities.

 New
Accounting Pronouncements

 From
time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as
of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are
not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption.

 Recently
issued accounting pronouncements not yet adopted

 In
December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity's
effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis
for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not
yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in
our consolidated financial statements, once adopted.

 In
November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated
disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within
relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition
of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years
beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued
for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated
financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included
in our consolidated financial statements once adopted. We are currently evaluating the provisions of this ASU.

 In
November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions
of Convertible Debt Instruments, which clarifies the requirements related to accounting for the settlement of a debt instrument as an
induced conversion. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including
interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our
consolidated financial statements.

 Recently
adopted accounting pronouncements

 In
November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable
segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the
Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. This
ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses
the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. The
ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December
15, 2024. We adopted this ASU retrospectively on December 31, 2024. Refer to Note 16, Segment Reporting and Information about Geographic
Areas for the inclusion of the new required disclosures.

 F- 18

 NOTE
4 – DISCONTINUED OPERATIONS

 During
the six months ended June 30, 2024, the Company ceased operations of its wholly owned subsidiary, MJAI, a retail marijuana dispensary
based in Oregon. MJAI focuses on legal recreational and medical marijuana retaliation business. The Company evaluated the evolving trends
and economic realities of the marijuana market, taking into consideration the purchase cost and market demand. The Company has determined
that there is insufficient profit to be made in the marijuana business. Consequently, the Company took the decision to discontinue MJAI's
business activities.

 While
the Company did not formally sell the MJAI business during the year ended December 31, 2024, operations were effectively discontinued
during the second quarter of 2024, and the dispensary has remained closed since that time. Kaya has had no further operating activity
or income from MJAI following the closure.

 The
Company plans to pursue a potential sale of the MJAI business and remaining assets in the first quarter of 2025. As a result of the closure
and strategic shift in operations, the MJAI segment is considered a discontinued operation as defined under ASC 205-20, Presentation
of Financial Statements – Discontinued Operations. The Company retains ownership of MJAI, and its assets and liabilities remain
consolidated in the financial statements. The results of MJAI's operations have been presented separately from continuing operations
for all periods presented in the accompanying consolidated financial statements.

 The
following table presents the summary of operating results from discontinued operations for the year ended December 31, 2024, and 2023:

 Marijuana
Holdings Americas, Inc.

Statements of Operations

 of of operating results from discontinued operations

 Net
 sales

 $
 28,009

 $
 196,294

 Cost
 of sales

 13,406

 81,345

 Gross
 profit

 14,603

 114,949

 expenses:

 Salaries
 and wages

 132,031

 209,433

 General
 and administrative

 36,648

 127,190

 Total
 operating expenses

 168,679

 336,623

 loss

 ( 154,076
)

 ( 221,674
)

 Other
 income (expense):

 Gain on
 impairment of right of use assets

 —

 151,082

 Gain on
 sale of the license

 —

 208,346

 AP forgiveness

 —

 112,560

 Other
 income (expense)

 —

 ( 90,422
)

 Total
 other income (loss)

 —

 381,566

 Net
 income from discontinued operations before income taxes

 ( 154,076
)

 159,892

 ( 8,365
)

 ( 23,327
)

 Net
 income (loss) from discontinued operations

 ( 162,441
)

 136,565

 Although
MJAI's operations ceased during the year 2024, the Company retained control of the subsidiary as of December 31, 2024. Accordingly,
MJAI was not deconsolidated, and its assets and liabilities remain included in the Company's consolidated balance sheet as of December
31, 2024 and 2023.

 Cash
Flow Disclosures from Discontinued Operations

 For
the years ended December 31, 2024 and 2023, the MJAI discontinued operation had net cash used in operating activities of $ 162,441 and net cash provided by operating activities of $ 136,565,
respectively. These amounts are reflected as a separate line item in the Company's consolidated statements of cash flows. All other
MJAI-related cash flows remain included in the consolidated operating, investing, and financing activities, as the Company retains ownership
of MJAI's assets and liabilities.

 F- 19

 NOTE
5 – PROPERTY, PLANT AND EQUIPMENT

 Property,
plant and equipment consisted of the following at December 31, 2024 and December 31, 2023:

 of property, plant and equipment

 31,

 31,

 2024

 2023

 Vehicle

 $
 24,000

 $
 24,000

 Computers

 30,713

 30,713

 Machinery and Equipment

 55,067

 55,067

 Furniture and Fixtures

 56,978

 56,978

 HVAC

 25,000

 25,000

 Land

 17,703

 17,703

 Leasehold
 improvements

 59,442

 32,304

 Less:
 Accumulated depreciation

 ( 222,772
)

 ( 216,890
)

 Property
 and equipment, net

 $
 46,131

 $
 24,875

 Depreciation
expense totaled $ 5,882 and
$ 11,845 for
the year ended December 31, 2024 and 2023, respectively.

 NOTE
6 – NON-CURRENT ASSETS

 Other
assets consisted of the following at December 31, 2024 and December 31, 2023:

 Schedule of other assets

 Other
 receivable

 10,355

 11,047

 Rent
 deposits

 12,925

 23,941

 Security
 deposits

 5,491

 5,491

 Total
 Non-current assets

 28,771

 40,479

 During
the year ended December 31, 2024, our other receivables decreased $ 692,
related to changes of currency exchange rate. The decrease of the rent deposit was primarily due to the Company terminated the lease
of Oregan shop and $ 11,016 rent deposit of MJAI was used to pay the rent.

 NOTE
7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 The
accounts payable and accrued expenses consisted of the following at December 31, 2024 and December 31, 2023:

 of accounts payable and accrued expenses

 December 31,
 2023

 payable

 586,824

 561,551

 expenses

 45,139

 27,534

 Total

 631,963

 589,085

 NOTE
8 – CONVERTIBLE DEBT

 These
debts have a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 "Embedded Derivative."
 The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts
on convertible debt. Discounts have been amortized to interest expense over the respective term of the related note. In determining the
indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of
ranging from 3.57 %
to 4.96 %,
volatility ranging from 156.57 %
to 179.25 %,
trading prices $ 0.028 per
share and a conversion price ranging from $ 0.0264 to $ 0.08 per share. The total derivative liabilities associated with
these notes were $ 2,497,275 at
December 31, 2024 and $ 2,752,321 at
December 31, 2023. As of December 31, 2024, the Company had ten new convertible notes and two short-term non-convertible notes were transferred
to convertible notes after due in 2024.

 F- 20

 See
Below Summary Table

 of of convertible debt

 Debt Summary

 Debt
 Type

 Debt
 Classification

 Rate

 Due
 Date

 Ending

 CT

 LT

 12/31/2024

 12/31/2023

 A

 X

 15.0 %

 1-Jan-17

 $ 25,000

 $ 25,000

 B

 X

 8.0 %

 82,391

 82,391

 C

 X

 8.0 %

 41,195

 41,195

 D

 X

 8.0 %

 262,156

 262,156

 O

 X

 8.0 %

 136,902

 136,902

 P

 X

 8.0 %

 66,173

 66,173

 Q

 X

 8.0 %

 65,274

 65,274

 S

 X

 8.0 %

 63,205

 63,205

 T

 X

 8.0 %

 313,634

 313,634

 CC

 X

 12.0 %

 1-Jan-24

 110,000

 100,000

 KK

 X

 8.0 %

 188,000

 188,000

 LL

 X

 8.0 %

 749,697

 749,697

 MM

 X

 8.0 %

 124,690

 124,690

 NN

 X

 8.0 %

 622,588

 622,588

 OO

 X

 8.0 %

 620,908

 620,908

 PP

 X

 8.0 %

 611,428

 611,428

 QQ

 X

 8.0 %

 180,909

 180,909

 RR

 X

 8.0 %

 586,804

 586,804

 SS

 X

 8.0 %

 174,374

 174,374

 TT

 X

 8.0 %

 345,633

 345,633

 UU

 X

 8.0 %

 171,304

 171,304

 VV

 X

 8.0 %

 121,727

 121,727

 XX

 X

 8.0 %

 112,734

 112,734

 YY

 X

 8.0 %

 173,039

 173,039

 ZZ

 X

 8.0 %

 166,603

 166,603

 AAA

 X

 8.0 %

 104,641

 104,641

 BBB

 X

 8.0 %

 87,066

 87,066

 DDD

 X

 8.0 %

 75,262

 75,262

 EEE

 X

 8.0 %

 160,619

 160,619

 GGG

 X

 8.0 %

 79,992

 79,422

 JJJ

 X

 8.0 %

 52,455

 52,455

 LLL

 X

 8.0 %

 77,992

 77,992

 MMM

 X

 8.0 %

 51,348

 51,348

 PPP

 X

 8.0 %

 95,979

 95,979

 SSS

 X

 8.0 %

 75,000

 75,000

 TTT

 X

 8.0 %

 80,000

 80,000

 VVV

 X

 8.0 %

 75,000

 75,000

 WWW

 X

 8.0 %

 60,000

 60,000

 XXX

 X

 8.0 %

 100,000

 100,000

 YYY

 X

 8.0 %

 50,000

 50,000

 ZZZ

 X

 8.0 %

 40,000

 40,000

 AAAA

 X

 8.0 %

 66,000

 66,000

 EEEE

 X

 15,000

 -

 FFFF

 X

 60,000

 -

 GGGG

 X

 150,000

 -

 HHHH

 X

 107,500

 -

 IIII

 X

 150,000

 -

 JJJJ

 X

 150,000

 -

 KKKK

 X

 175,000

 -

 LLLL

 X

 -

 MMMM

 X

 -

 NNNN

 X

 -

 Total
 Convertible Debt

 9,005,222

 7,437,152

 Less:
 Discount

 ( 440,590)

 ( 742)

 Debt, Net of Discounts

 $ 8,564,632

 $ 7,436,410

 Debt, Net of Discounts, Current

 $ 135,000

 $ 125,000

 Debt, Net of Discounts, Long-term

 $ 8,429,632

 $ 7,311,410

 F- 21

 On
February 28, 2023, the Company sold the Property for a price of $769,500, less commissions and customary closing costs. The net proceeds
of the sale were used to repay the convertible notes described above, of which total principal was $370,000. On December 31, 2022, the
Company and various noteholders agree to modify the maturity date to December 31,2026 of all notes that were due to mature on December
31, 2024. No other terms of the convertible notes were changed.

 On
January 23, 2024, the Company received $61,200 from selling 2.4 units to CVC International LTD, including $60,000 convertible debt and
120,000 FDT shares at $0.01 per share and total value was $1,200. Interest is stated at 10%. The Note and Interest is convertible into
common shares at $0.08 per share. The Note is Due on December 31, 2026. This note has a price adjustment provision: if the stock
price 20 days before the conversion notice proceeding is less than $0.16 per share, the conversion price should be adjusted to the less
of: 50% of the average closing price or the historical price for the 20 trading days before proceeding the conversion notice, but in
any event the conversion price should be not less than $0.02 per share or more than $0.08 per share Therefore, the Company accounted
for these Notes under ASC Topic 815-15 "Embedded Derivative." The derivative component of the obligation is initially valued
and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense
over the respective term of the related note.

 On
January 31, 2024, the Company signed an agreement with a third-party individual to transfer one non-convertible promissory note, including
$15,000 principal and $300 accrual interest to purchase 0.6 unit, which included $15,000 convertible note and 30,000 FDT shares which
is $0.01 per share and total value was $300. The convertible notes interest is stated at 10%. The Note and Interest is convertible into
common shares at $0.08 per share. The Note is Due on December 31, 2026. This note has a price adjustment provision: if the stock
price 20 days before the conversion notice proceeding is less than $0.16 per share, the conversion price should be adjusted to the less
of: 50% of the average closing price or the historical price for the 20 trading days before proceeding the conversion notice, but in
any event the conversion price should be not less than $0.02 per share or more than $0.08 per share Therefore, the Company accounted
for these Notes under ASC Topic 815-15 "Embedded Derivative." The derivative component of the obligation is initially valued
and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense
over the respective term of the related note.

 On
March 12, 2024, the Company received $150,000 from selling 6 units to CVC International LTD, including $150,000 convertible debt and
300,000 FDT shares which is $0.01 per share and total value is $3,000. Interest is stated at 10%. The Note and Interest is convertible
into common shares at $0.08 per share. The Note is Due on December 31, 2026. This note has a price adjustment provision: if the
stock price 20 days before the conversion notice proceeding is less than $0.16 per share, the conversion price should be adjusted to
the less of: 50% of the average closing price or the historical price for the 20 trading days before proceeding the conversion notice,
but in any event the conversion price should be not less than $0.02 per share or more than $0.08 per share Therefore, the Company accounted
for these Notes under ASC Topic 815-15 "Embedded Derivative." The derivative component of the obligation is initially valued
and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense
over the respective term of the related note.

 On
March 15, 2024, one of a promissory non-convertible notes was expired. The Company signed a purchase agreement with this third-party
individual to purchase 4.3 units using the matured note, including $100,000 principal and $96,500 accrual interest. The 4.3 units included
$107,500 convertible note and 215,000 FDT shares which is $0.01 per share and total value was $2,150. The convertible notes interest
is stated at 10%. The Note and Interest is convertible into common shares at $0.08 per share. The Note is Due on December 31, 2026. This
note has a price adjustment provision: if the stock price 20 days before the conversion notice proceeding is less than $0.16 per share,
the conversion price should be adjusted to the less of: 50% of the average closing price or the historical price for the 20 trading days
before proceeding the conversion notice, but in any event the conversion price should be not less than $0.02 per share or more than $0.08
per share. Therefore, the Company accounted for these Notes under ASC Topic 815-15 "Embedded Derivative." The derivative
component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt.
Discounts are amortized to interest expense over the respective term of the related note.

 On
May 1, 2024, the Company received $130,000 deposit plus $23,000 accrued interest reinvest from selling 6 units to CVC International LTD.
The 6 units included $150,000 convertible debt and 300,000 FDT shares which is $0.01 per share and total value is $3,000. Interest is
stated at 10%. The Note and Interest is convertible into common shares at $0.08 per share. The Note is Due on December 31, 2026. This
note has a price adjustment provision: if the stock price 20 days before the conversion notice proceeding is less than $0.16 per share,
the conversion price should be adjusted to the less of: 50% of the average closing price or the historical price for the 20 trading days
before proceeding the conversion notice, but in any event the conversion price should be not less than $0.02 per share or more than $0.08
per share Therefore, the Company accounted for these Notes under ASC Topic 815-15 "Embedded Derivative." The derivative component
of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts
are amortized to interest expense over the respective term of the related note.

 F- 22

 On
June 4, 2024, the Company received $150,000 deposit plus $3,000 accrual interest reinvest from selling 6 units to CVC International LTD.
The 6 Units included $150,000 convertible debt and 300,000 FDT shares which is $0.01 per share and total value is $3,000. Interest is
stated at 10%. The Note and Interest is convertible into common shares at $0.08 per share. The Note is Due on December 31, 2026. This
note has a price adjustment provision: if the stock price 20 days before the conversion notice proceeding is less than $0.16 per share,
the conversion price should be adjusted to the less of: 50% of the average closing price or the historical price for the 20 trading days
before proceeding the conversion notice, but in any event the conversion price should be not less than $0.02 per share or more than $0.08
per share Therefore, the Company accounted for these Notes under ASC Topic 815-15 "Embedded Derivative." The derivative component
of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts
are amortized to interest expense over the respective term of the related note.

 On
July 22, 2024, the Company received $125,000 deposit plus $53,000 accrual interest and principal reinvest from selling 7 units to CVC
International LTD. The 7 Units included $175,000 convertible debt and 350,000 FDT shares which is $0.01 per share and total value is
$3,000. Interest is stated at 10%. The Note and Interest is convertible into common shares at $0.0 per share. The Note is Due on December
31, 2026. This note has a price adjustment provision: if the stock price 20 days before the conversion notice proceeding is less
than $0.16 per share, the conversion price should be adjusted to the less of: 50% of the average closing price or the historical price
for the 20 trading days before proceeding the conversion notice, but in any event the conversion price should be not less than $0.02
per share or more than $0.08 per share. Therefore, the Company accounted for these Notes under ASC Topic 815-15 "Embedded Derivative."
The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on
convertible debt. Discounts are amortized to interest expense over the respective term of the related note.

 On
September 13, 2024, the Company received $125,000 deposit plus $130,000 accrual interest and principal reinvest from selling 10 units
to CVC International LTD. The 10 Units included $250,000 convertible debt and 500,000 FDT shares which is $0.01 per share and total value
is $5,000. Interest is stated at 10%. The Note and Interest is convertible into common shares at $0.0 per share. The Note is Due on December
31, 2026. This note has a price adjustment provision: if the stock price 20 days before the conversion notice proceeding is less
than $0.16 per share, the conversion price should be adjusted to the less of: 50% of the average closing price or the historical price
for the 20 trading days before proceeding the conversion notice, but in any event the conversion price should be not less than $0.02
per share or more than $0.08 per share. Therefore, the Company accounted for these Notes under ASC Topic 815-15 "Embedded Derivative."
The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on
convertible debt. Discounts are amortized to interest expense over the respective term of the related note.

 On
October 29, 2024, the Company received $125,000 deposit plus $130,000 accrual interest and principal reinvest from selling 10 units to
CVC International Ltd. The 10 Units included $250,000 convertible debt and 500,000 FDT shares which is $0.01 per share and total value
is $5,000. Interest is stated at 10%. The Note and Interest is convertible into common shares at $0.0 per share. The Note is Due on December
31, 2026. This note has a price adjustment provision: if the stock price 20 days before the conversion notice proceeding is less than
$0.16 per share, the conversion price should be adjusted to the less of: 50% of the average closing price or the historical price for
the 20 trading days before proceeding the conversion notice, but in any event the conversion price should be not less than $0.02 per
share or more than $0.08 per share. Additionally, this note has a one-time conversion price adjustment of $0.02 per share for the first
$1,000,000 principal and/or accumulated interest converted by CVC or their assigns. Therefore, the Company accounted for these Notes
under ASC Topic 815-15 "Embedded Derivative." The derivative component of the obligation is initially valued and classified
as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective
term of the related note.

 On
December 4, 2024, the Company received $100,000 deposit plus $155,000 accrual interest and principal reinvest from selling 10 units to
CVC International Ltd. The 10 Units included $250,000 convertible debt and 500,000 FDT shares which is $0.01 per share and total value
is $5,000. Interest is stated at 10%. The Note and Interest is convertible into common shares at $0.0 per share. The Note is Due on December
31, 2026. This note has a price adjustment provision: if the stock price 20 days before the conversion notice proceeding is less than
$0.16 per share, the conversion price should be adjusted to the less of: 50% of the average closing price or the historical price for
the 20 trading days before proceeding the conversion notice, but in any event the conversion price should be not less than $0.02 per
share or more than $0.08 per share. Additionally, this note has a one-time conversion price adjustment of $0.02 per share for the first
$1,000,000 principal and/or accumulated interest converted by CVC or their assigns. Therefore, the Company accounted for these Notes
under ASC Topic 815-15 "Embedded Derivative." The derivative component of the obligation is initially valued and classified
as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective
term of the related note.

 On
July 31, 2024, the Company entered into a convertible notes modification agreement with CVC to extend the due date to December 31, 2026.

 F- 23

 NOTE
9 – NON-CONVERTIBLE DEBT

 of nonconvertible debt

 Current
 non-convertible notes

 9,312

 124,312

 Non-current
 non-convertible notes

 61,608

 Total
 non-convertible notes

 $
 70,920

 $
 624,312

 Breakdown

 Note
 a

 $
 9,312

 $
 9,312

 Note
 b

 61,608

 Note
 c

 —

 100,000

 Note
 d

 —

 15,000

 Total
 non-convertible notes

 70,920

 624,312

 (a)
On September 16, 2016, the Company received a total of $31,661 to be used for equipment in exchange for a two year note in the aggregate
amount of $31,661 with interest accruing at 18% per year and a 10% loan fee. The note is in default as of December 31, 2024 with an outstanding
balance of $9,312.

 (b)
On June 12, 2023, the Company issued a 10% promissory note in the amount of $350,000 with 10% interest rate, payable to CVC International
Ltd, secured by 10% of monthly total revenues from all sources of Kaya Holdings, Inc. and any of its subsidiaries. and the noteholder
also received 10 Series A preferred shares in FDT, which are convertible into a total of 10% of the common shares. The due date of the
note is June 12, 2025. At the end of September 2023, the company paid $5,000, which is 10% of the total revenues from all sources of
Kaya Holdings, Inc to the Holder and the Holder agreed to reinvest it as the additional of the note. On October 6, 2023, the Company
received another $145,000 from the same investor to increase the promissory note to $500,000 total. As of September 30, 2024, Cayman
Venture Capital Fund reinvested $29,000 of accrued interest from promissory notes into convertible notes and FDT stock purchases. In
connection with this reinvestment, the Fund executed three convertible promissory notes, each with a principal amount of $150,000, and
received a total of 900,000 FDT shares. On July 22, 2024, $16,975 of accrued interest and $36,025 of principal were reinvested into
an additional 10 units, which included $175,000 of convertible debt and 350,000 FDT shares. On September 13, 2024, $6,730 of accrued
interest and $123,270 of principal were reinvested into an additional 10 units, which included $250,000 of convertible debt and 500,000
FDT shares. On October 29, 2024, $4,288 of accrued interest and $125,712 of principal were reinvested into an additional 10 units, which
included $250,000 of convertible debt and 500,000 FDT shares. On December 4, 2024, $2,116 of accrued interest and $152,884 principal
was reinvested into an additional 10 units, which included $250,000 convertible debt and 500,000 FDT shares. As of December 31, 2024,
the outstanding balance of the note is $61,608.

 (c)
On August 28, 2023, the Company received $100,000 from the issuance of working capital loan to another investor. Interest is stated at
10%. The Note was matured on March 31, 2024 and the $100,000 principal and $9,650 accrual interest were transferred to $107,500 convertible
note and $2,150 stocks of FDT.

 (d)
On December 15, 2023, the Company received $15,000 working capital loan from another investor. On January 31, 2024, the Company signed
a purchase agreement with the investor to reclass the $15,000 principal to convertible note and $300 accrual interest to purchase 30,000
FDT shares.

 Schedule of related party
 transactions

 Related Party

 Loan payable
 - Stockholder, 0%, Due December 31, 2027 (1)

 $

 $

 $

 $

 (1)

 The
 $250,000 non-convertible note was issued as part of a Debt Modification Agreement dated January 2, 2014. On January 1, 2019, the
 holder of the note extended the due date until December 31, 2021. The interest rate of the non-convertible note is 0%. The
 Company used the stated rate of 9% as imputed interest rate, which was $90,000 and $67,500 as of December 31, 2024 and 2023, respectively.
 As of December 31, 2024, the balance of the debt was $250,000. On December 31, 2024, the Company entered into an agreement
 to further extend the debt until December 31, 2027, with no additional interest for the extension period.

 F- 24

 NOTE
10 – STOCKHOLDERS' EQUITY

 Preferred
Stock

 The
Company has 10,000,000 shares of preferred stock authorized with a par value of $ 0.001,
of which 100,000 shares have been designated as Series C convertible preferred
stock ("Series C" or "Series C preferred stock"). The Board has the authority to issue the shares in one or more
series and to fix the designations, preferences, powers and other rights, as it deems appropriate.

 Each
share of Series C has 434 votes on any matters submitted to a vote of the stockholders
of the Company and is entitled to dividends equal to the dividends of 434 shares of common stock. Each
share of Series C preferred stock is convertible at any time at the option of the holder into 434 shares of common stock.

 Pursuant
to the terms and conditions of this Agreement, the Holders each agreed to (a)
waive payment of approximately $338,000 of Accrued Compensation; (b) defer payment of the remaining balance of Accrued Compensation owed
to each of them of approximately $250,000 until January 1, 2025; and (c) exchange the 50,000 Series C Shares ( at total of 100,000)
for twenty (20) Series D Convertible Preferred Shares of Kaya Holdings Stock. Mr. Frank's Series D shares were issued to Mr. Frank
and the Series D shares issued for the option held by BMN were issued to RLH Financial Services pursuant to a private sale between BMN
and RLH whereby RLH acquired the shares in exchange for a promissory note in the amount of $1,000,000.

 Each
Share of 40 Series D Preferred Stock is convertible, at the option of the
holder thereof, at any time and from time to time, into one percent (1%) of the Company's Fully Diluted Capitalization as of the
Conversion Date.

 Common
Stock

 On
August 20, 2024, the Company filed an amendment to its Certificate of Incorporation with the Delaware Secretary of State increasing the
number of shares of common stock that the Company is authorized to 1,500,000,000 shares and the par value changed to $ 0.0001.
Each share of common stock has one vote per share for the election of directors and all other items submitted to a vote of stockholders.
The common stock does not have cumulative voting rights, preemptive, redemption or conversion rights.

 On
September 5, 2024, the Board of Directors approved the issuance of 3,100,000 shares of common stock to various individuals for services
rendered to the Company. The shares were issued in accordance with Rule 144. The shares were valued at the market price of $ 0.041 per share on the date of issuance.

 On
September 5, 2024, the Board of Directors approved the issuance of 15,300,000 shares of common stock to the officers and directors. And another
 1,000,000 shares of common stock issued to FDT Oregon 1 LLC owners who
are also the Company's related parties to acquire 51 %
equity interest of FDT Oregon 1 LLC after January 1, 2025 per the agreement. FDT Oregon 1 LLC was consolidated in the Company's
financial. The shares were issued in accordance with Rule 144. The shares were valued at the market price of $ 0.041 per share on the date of issuance.

 As
of December 31, 2024, there were 41,572,835 shares of common stock outstanding and 1,100,000 shares subscription payable.

 Treasury
Stock

 As
of December 31, 2024, the Company held 8,334 shares of its own common stock as treasury stock, which are
recorded at cost using the cost method in accordance with ASC 505-30, Treasury Stock. These shares were originally issued in 2015
as part of a consulting agreement and were returned to the Company in 2016 pursuant to a settlement agreement with the service provider.

 Although
the shares were returned in 2016, they were not previously recorded as treasury stock. Upon review during the preparation of the 2024
financial statements, the Company determined that these shares should be properly reflected as issued but not outstanding. Accordingly,
as of December 31, 2024 and 2023, 8,334 shares are reported as treasury stock, with a total recorded
cost of $ 18,000 and
have been excluded from shares outstanding in the computation of earnings per share.

 F- 25

 NOTE
11 – DERIVATIVE LIABILITIES

 Effective
January 1, 2019, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a
liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether
it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine
whether it is indexed to an entity's own stock as part of the analysis of whether it qualifies for a scope exception from derivative
accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming
the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option
meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to
an entity's own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the
bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date.

 However,
due to a recognition of tainting, due to variable conversion price on some of the convertible notes, all convertible notes are considered
to have a derivative liability, therefore the Company accounted for these Notes under ASC Topic 815-15 "Embedded Derivative."
 The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts
on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated
value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging 3.57 %
to 4.96 %,
volatility ranging from 156.57 %
to 179.25 %,
trading prices was $ 0.028 per
share and a conversion price ranging from $ 0.0264 to $ 0.08 per share. The total derivative liabilities associated with
these notes were $ 2,497,275 at
December 31, 2024 and $ 2,752,321 at
December 31, 2023.

 As
a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt is summarized as follows:

 of ratchet feature related to convertible debt

 Balance
 as of December 31, 2023

 $
 2,752,321

 Change
 in Derivative values

 ( 813,922
)

 Initial
 derivative

 558,876

 Balance
 as of December 31, 2024

 $
 2,497,275

 The
Company recorded the debt discount to the extent of the gross proceeds raised and expanded immediately the remaining fair value of the
derivative liability, as it exceeded the gross proceeds of the note.

 The
Company recorded initial derivative liabilities of $ 558,876 and $ 0 for the new notes issued as of December 31, 2024 and 2023,
respectively.

 The
Company recorded a change in the value of embedded derivative liabilities gain of $ 813,922 as of December 31, 2024 and a gain of $ 3,297,215 for the year ended December 31, 2023.

 The
Company reclassified derivative liabilities of $ 0 to additional paid in capital due to debt repayments for the
year ended December 31, 2024 is nil and $ 155,342 for year ended December 31, 2023.

 NOTE
12 – DEBT DISCOUNT

 The
Company recorded the debt discount to the extent of the gross proceeds raised and expensed immediately the remaining fair value of the
derivative liability, as it exceeded the gross proceeds of the note.

 Debt
discount amounted to $ 440,590 and $ 742 as of December 31, 2024 and December 31, 2023, respectively.

 The
Company recorded the amortization of debt discount of $ 119,029 and $ 387,072 for the year ended December 31, 2024 and 2023, respectively.

 F- 26

 NOTE
13 – RELATED PARTY TRANSACTIONS

 At
December 31, 2014, the Company was indebted to an affiliated shareholder of the Company for $ 840,955,
which consisted of $ 737,100 principal and $ 103,895 accrued interest, with interest accruing at 10 %.
On January 2, 2014, the Company entered into a Debt Modification Agreement whereby the total amount of the debt was reduced to $ 750,000 and no interest accrued until December
31, 2015. $ 500,000 of the debt is convertible into 50,000 Series C Convertible Preferred Shares of KAYS. The remaining
$ 250,000 is not convertible and booked in related party notes payable
as of December 31, 2024.

 In
2019, the Company entered into amended consulting agreements with Tudog International Consulting, Inc. which provides CEO services to
the Company through Craig Frank, an Officer of the Company and BMN Consultants, Inc. which provides business development and financial
consulting services to the Company through William David Jones, a non-officer Consultant to the Company. Pursuant to the amended consulting
agreements, each entity is entitled to monthly compensation of $ 25,000.
Due to the liquidity of the Company, compensation was paid partially over the periods. As of March 31, 2024, the accrued compensation
was approximately $ 500,000.
 By agreement of the parties, the accrued compensation will not be paid until December 1, 2026 and has been recorded as a
long-term liability. As of December 31, 2024, the Company recorded $ 727,273 of accrued compensation due to Tudog International Consulting,
Inc. and BMN Consultants, Inc.

 On
July 28, 2021, the Company announced that all terms had been satisfied. Pursuant to the terms of the settlement, Bruce Burwick surrendered
to KAYS 1,006,671 shares of our common stock issued to him in connection with
the transaction ( 800,003 shares which were issued for the facility purchase, 166,667 shares which were issued for $ 250,000 in cash and 40,001 shares which were issued as annual compensation for Burwick
serving as a director of KAYS). The shares have been submitted to KAYS' transfer agent for cancellation. In addition, the Company received
clear title to the warehouse facility, which enables the Company to sell it without restriction. As part of the settlement, Burwick received
$ 160,000 from the net proceeds of the sale of the facility's grow license
to an unrelated third party, resigned from the Company's board of directors and agreed to work as a non-exclusive consultant to the Company
for the next four years for a yearly fee of $ 35,000.00.
As of December 31, 2024, the Company had $ 138,227 due to Bruce.

 In
2023, The Tudog Group, BMN Consultants, Inc, Inc and 495 Oxford Consulting, Inc which all provide services to the Company through Craig
Frank and William David Jones, forgiven totally $ 38,329 of payable expense. The payable forgiveness was recorded as
Additional paid in capital.

 On
September 5, 2024, the Board of Directors approved the issuance of 1,000,000 shares of common stock to FDT Oregon 1 LLC owners who are also
the Company's related party to acquire equity interest of FDT Oregon 1 LLC.

 NOTE
14 – STOCK OPTION PLAN

 On
September 15, 2022, the Company approved the 2022 Equity Incentive Plan, which provides for equity incentives to be granted to the Company's
employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with
an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2022 Incentive Stock Plan,
restricted stock awards, other stock based awards, or any combination of the foregoing. The 2022 Incentive Stock Plan is administered
by the board of directors. The remaining balance of the shares available in the plan is 450,000 shares.

 NOTE
15 – COMMITMENTS AND CONTINGENCIES

Leases

 The
Company has several operating leases for an office in Fort Lauderdale, Florida, the Sacred Mushroom Psilocybin Service Center in Portland,
Oregon, an apartment used by Officers and Consultants for the Company in Portland, Oregon when they are working in Portland and one retail
store locations in Oregon under arrangements classified as leases under ASC 842.

 Effective
June 1, 2019, the Company leased the office
space in Fort Lauderdale, Florida under a 2-year operating lease expiring May 31, 2021 at a rate of $1,802 per month. On June 1, 2021
the lease was extended for another year and on June 1 in 2022 the lease was extended for an additional year. The
current monthly payment inclusive of sales tax and operating expenses is $ 2,136 with right of use liabilities of $ 18,722.
The lease was terminated on May 30, 2023.
 On October 1, 2023, the lease was extended for
another year, and as of December 31, 2024 the Company is leasing the space on a month-to-month basis

 Effective
May 15, 2014, the Company leased a unit
in Portland, Oregon under a 5-year operating lease expiring May 15, 2019. In May 2019, the lease had been extended to April 30, 2024.
The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over
the term of the lease. In February 2024, the landlord
and the Company agreed to terminate the lease and the Company own $ 8,650 rent after $ 5,000 against the rent deposit. As of December 31, 2024, lease liabilities
and right of use assets are all $ 0.

 F- 27

 On
September 21, 2023, the Company executed
a lease for approximately 11,000 square feet of space in Portland, OR for its psilocybin business. The
space takes up the entire seventh floor of commercial building which has floor to ceiling windows offering sweeping views of the Portland
Skyline, and has an existing substantial kitchen/ caf area that the Company intends to utilize for a "Microdosing Caf "
concept, as well as already constructed rooms that the Company intends to utilize for individual and group Psilocybin sessions. The lease
is for one year with option for an additional two years, if all conditions are met. The lease does not commence until such time as the
Company has received notice of OHA Psilocybin Service Center License approval for the location.

 The
Company has escrowed $ 51,818 with an Oregon-licensed attorney in Oregon ("Escrow Holder")
pursuant to an escrow agreement between Tenant, Landlord and the Escrow Holder, of which $ 38,894 is prepaid Base Rent and Additional Rent for five months and
$ 12,925 is
the Security Deposit. The lease commencement date is April
1, 2024, $ 10,761 per month and $ 142,230 right of use assets and right of use liability were recorded.
The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily
determinable. The Company used an estimated incremental borrowing rate of 9.32 %
to estimate the present value of the right of use liability.

 The
Company has right-of-use assets of $ 52,574 and operating lease liabilities of $ 52,574 as of December 31, 2024.

 Rent
expenses for the year ended December 31, 2024 and 2023 were $ 266,617 and $ 65,778,
respectively. The big changes were due to the new lease in Oregon.

 of future minimum rental payments for operating leases

 Maturity
 of Lease Liabilities at December 31, 2024

 2025

 53,805

 2026

 -

 Total
 lease payments

 53,805

 Less:
 Imputed interest

 ( 1,231)

 Present
 value of lease liabilities

 $

 of operating lease assets and liability

 Lease Liability

 Remaining
 months

 Weighted
 average

 As
 of December 31, 2024

 remaining
 term-months

 Legal
Proceedings

 On
October 17, 2024, the Company reached a settlement agreement with P3 Distributing L.L.C. in connection with a lawsuit filed in the Marion
County Circuit Court, Case No. 24CV08588. Under the terms of the settlement, the Company is required to make monthly payments of $ 300 for a period of 18 months beginning September 30, 2024. In
addition, a balloon payment of $ 11,779 is due at the conclusion of the payment schedule. The Plaintiff
has agreed to dismiss the lawsuit without prejudice and not to file the Stipulated General Judgment with the court as long as the Company
makes timely payments. In the event of a default, the Plaintiff retains the right to reinstate the lawsuit and file the Stipulated General
Judgment. The total amount of the settlement is $ 17,179.
As of December 31, 2024, the Company complies with the settlement agreement terms.

 F- 28

 Note
16 - SEGMENT REPORT

segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly
by the chief operating decision maker ("CODM"), or decision-making group, in deciding how to allocate resources and in assessing
performance. The Company concluded that the Company's CODM is CEO.

 In
accordance with ASC 280-10, Segment Reporting: Overall, the CODM reviews the consolidated results of operations when making decisions
about allocating resources and assessing the performance of the Group as a whole; hence, the Company has only one operating segment.

 As
disclosed in Note 4 of the consolidated financial statements, during the six months ended June 30, 2024, we ceased operations of our
MJAI retail marijuana business, which had historically represented our primary operating segment. Following the closure of MJAI, we received
no additional income from the business and no longer engage in any operating activity related to that segment. Although the Company has
retained full ownership of MJAI as of December 31, 2024, we intend to pursue the sale of MJAI and its related assets in the first quarter
of 2025.

 of segment revenue, segment profit or loss, and significant segment expenses

 For
 Years ended December 31, 2024

 For Years ended
 December 31, 2023

 Gross Profit

 ( 366
)

 —

 Less:

 Professional
 fees

 1,384,954

 752,973

 Salaries
 and wages

 31,320

 —

 General
 and administrative

 605,388

 269,772

 expense

 738,290

 665,427

 Amortization
 of debt discount

 119,029

 387,072

 Change
 in derivative liabilities expense

 ( 813,922
)

 ( 3,297,215
)

 Other
 Segment Items (a)

 ( 5,314
)

 ( 277,955
)

 Segment
 Net profit

 ( 2,060,111
)

 1,499,926

 Reconciliation
 of profit or loss

 —

 —

 Adjustments
 and reconciling items

 —

 —

 —

 —

 (loss) from discontinued operations

 ( 162,441
)

 136,565

 Net
 income (loss) attributed to non-controlling interest

 ( 141,696
)

 net income

 $
 ( 2,080,856
)

 $
 1,609,697

 (a)
 Other
 segment items included in Segment net income include Gain on lease extinguishment, gain on
 sale of land, gain on sale of the license, AP forgiveness and other income (expenses).

 NOTE
17 - INCOME TAXES

 We
record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgement changes as a result of
the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution
may result in a payment that is materially different from our current estimate of the recognized tax benefit liabilities. These differences
will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December
31, 2024, and 2023 we have not recorded any uncertain tax positions in our financial statements.

 The
effective US Federal Income Corporate Tax Rates for 2024 and 2023 are 21 %
and 21 %,
respectively

 The
Company has net operating loss carry forwards of approximately $ 18,736,396 at December 31, 2024 that do not expire. However, utilization
of these losses may be limited pursuant to Section 382 of the Internal Revenue Code due to a recapitalization in 2007 and subsequent
stock issuances.

 The
Company has a deferred tax asset as shown in the following:

 of deferred tax asset

 Year
 Ending December 31, 2024

 Year
 Ending December 31, 2023

 Tax Asset

 3,943,643

 3,523,495

 Valuation
 Allowance

 ( 3,943,643
)

 ( 3,523,495
)

 Net Deferred
 Tax Asset

 —

 —

 F- 29

 We
are subject to certain tax risks and treatments that could negatively impact our results of operations

 Section
280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking-controlled
substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits
against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarification
allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and
general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative
and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E
favorable to cannabis businesses.

 We
recorded a provision for income taxes in the amount of $ 8,365 during the year ended December 31, 2024, compared to $ 23,327 during the year ended December 31, 2023. The 2024 provision
relates entirely to the operations of MJAI, our former retail cannabis business, which was discontinued during the year and is now reported
as a discontinued operation (see Note 4). Although we have net operating loss carryforwards that we believe are available to offset this
liability, the tax arises under Section 280E of the Internal Revenue Code, which disallows deductions for businesses trafficking in controlled
substances, including cannabis. As a conservative measure, we accrued this liability in connection with MJAI's taxable activity
prior to its closure.

 Note
18 - SUBSEQUENT EVENTS

 Events
that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition
or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized
in the accompanying financial statements. Subsequent events, which provide evidence about conditions that existed after the balance sheet
date, require disclosure in the accompanying notes. The Company evaluated subsequent events and transactions that occurred after the
balance sheet date through the date that the consolidated financial statements are available to be issued, and advised of the following:

 As
of May 29, 2025 the Institutional Investor has delivered an additional $235k to the Company which is being applied to the purchase of
a convertible promissory note. Interest on the note accrues at the rate of 10% per annum. The note and accrued interest is convertible
at any time prior to maturity (December 31, 2026) at the option of the Institutional Investor into shares of the Company's common
stock, at a conversion price of $0.08 per share.

 In
addition to customary adjustments, for stock splits, stock dividends and other recapitalization events, the conversion price and number
of shares issuable upon conversion of the note is subject to adjustment if the market price of the Company's common stock 20 days
before notice of conversion is given is less than $0.16 per share, in which case, the conversion price would be adjusted to the lesser
of 50% of the average closing price or the historical price for the 20 trading days before receipt of the conversion notice, but in no
event, less than $0.02 per share or more than $0.08 per share.

 In
the event that the Maker completes an issuance or sale of common stock of the Company at a price lower than the Conversion Price any
time before this Note is repaid or converted into common stock of the Company (whether via an acquisition transaction, debt conversion,
a bona fide public offering, or a sale of restricted stock or any other form of exemption available to the Company) then the Exercise
Price of the option shall be adjusted to that price for the remaining term of the Note.

 Additionally,
in the event that the Maker completes an issuance or sale of Preferred Shares, Debt, etc. (the "Other Debt Or Securities")or
securities of one of its subsidiaries, then the Payee shall have the right to convert the Note into the Other Debt Or Securities, or
securities of one of its subsidiaries on the same terms as those offered to any other investor using any Balance Due owed to Payee at
that time.

 F- 30