true The Form 10-K/A is being filed solely to correct an inadvertent error in the date of the 2023 Form 10-K certified to by our principal executive, financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which certification was filed as Exhibit 32.1. 0001530746 --12-31

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 2023-12-31

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 2024-04-12

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 Amendment No. 1 to Form 10-K

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

 For the Fiscal Year Ended December 31, 2023

 OR

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

 For the Transition
 Period from _________ to _________

 Commission File 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.)

 915 Middle
River Drive, Suite 316

 Ft. Lauderdale,
 Florida 33304

 (Address of
principal executive offices)

 ( 954) - 892-6911

 (Registrant's
telephone number, including area code)

 _________________________________________________________________

 (Former name,
former address and former fiscal year, if changed since last report)

 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)

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

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

 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.

 Yes No

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

 Large
 accelerated filer

 Accelerated
 filer

 Smaller
 reporting company

 Non-accelerated
 filer

 Emerging
 growth company

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

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

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

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

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

 Yes No

 The aggregate market value of the voting stock held
by non-affiliates of the Registrant was approximately $ 1,354,515 as of June 30, 2022, based on the closing price on such date of $0.07
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 22,172,835
shares of common stock outstanding as of April 12, 2024.

 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.

 EXPLANATORY NOTE

 This Form 10-K/A Amendment No. 1 to Annual
Report on Form 10-K for the year ended December 31, 2023 (the " 2023 Form 10-K ") is being filed solely to correct an
inadvertent error in the date of the 2023 Form 10-K certified to by our principal executive, financial and accounting officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which certification was filed as Exhibit
32.1.

 Item 15. Exhibits and Financial Statement Schedules.

 The following

 (a)
 documents are filed as part of this Form 10-K/A:

 (3) Exhibits

 Exhibit No.

 Description of Exhibit

 31.1

 Section 302 Certification

 31.2

 Section 906 Certification

 SIGNATURES

 In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.

 Dated: August 1, 2024

 KAYA HOLDINGS, INC.

 By:

 /s/ Craig Frank

 Craig Frank

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