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 `

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 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.

 KAYA HOLDINGS,
INC.

 ANNUAL REPORT ON FORM 10-K FOR THE
YEAR

 ENDED DECEMBER 31, 2022

 TABLE OF
CONTENTS

 Page

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 5.

 Market for Registrant's Common Equity and Related Stockholder Matters.

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operation.

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibits and Financial Statement Schedules.

 Item 16.

 Form 10-K Summary

 Signatures

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Information contained in this Annual Report contains
" forward-looking statements " within the meaning of Section 27A of the Securities Act of 1933, as amended (the "
 Securities Act ") and Section 21E of the Securities Exchange Act of 1934, as amended (the ' Exchange Act ").
These forward-looking statements are contained principally in the sections titled "Item 1. Business," "Item 1A. Risk
Factors," and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations "
and are generally identifiable by use of the words " may," " will," " should,"
" expect," " anticipate," " estimate," " believe," "
 intend " or " project " or the negative of these words or other variations on these words or comparable
terminology.

 The forward-looking statements herein represent our
expectations, beliefs, plans, intentions or strategies concerning future events. Our forward-looking statements are based on assumptions
that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements
will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements
expressed or implied by any forward-looking statements.

 Except as required by applicable laws, we undertake
no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events
occur in the future.

 Available Information

 We file annual, quarterly and special reports and
other information with the Securities and Exchange Commission ("SEC") that can be obtained from the SEC by telephoning 1-800-SEC-0330.
The Company's filings are also available through the SEC's Electronic Data Gathering Analysis and Retrieval System, known
as EDGAR, through the SEC's website (www.sec.gov).

 As used in this Annual Report on Form 10-K (the "
 Annual Report "), 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 1. Business.

 Overview

 Kaya Holdings, Inc is a holding company focusing on
wellness and mental health through operations in psychedelic treatment clinics, medical and recreational cannabis, and CBD products.

 In 2014, KAYS became the first US public company to
own and operate a medical cannabis dispensary in the United States and has again broken ground with the licensing and opening in August
2024 of The Sacred Mushroom Psychedelic Treatment Center in Portland, Oregon. KAYS is operating The Sacred Mushroom as part of its Fifth
Dimension Therapeutics, Inc. subsidiary (" FDT "), which also intends to work cooperatively with select pharmaceutical
companies to maximize the curative and therapeutic potential of psilocybin.

 KAYS has approximately ten years of operational experience
as a vertically integrated legal cannabis enterprise both operating legal marijuana dispensaries, as well as cultivation and manufacturing
facilities. During the ten years of cannabis operations the Company has produced, distributed, and/or sold a full range of premium cannabis
products including flower, oils, vape cartridges and cannabis infused confections, baked goods and beverages through a fully integrated
group of subsidiaries supporting highly distinctive brands.

 In late 2019 the Company determined that US Federal
cannabis legalization was not likely to come to fruition anytime soon and began to explore overseas opportunities for cannabis operations.
The Company currently has one retail cannabis license in Oregon and two medical marijuana production and processing licenses in Greece.

 In addition, with respect to the pending legalization
of psilocybin treatments in Oregon and their potential therapeutic value for treatment-resistant mental health disorders, we began to
explore opportunities in the psychedelic treatment space in order to expand our business operations.

 In November 2020, Oregon became the first state in
the United States to legalize and license the supervised use of psilocybin, and in January 2023, the Oregon Health Authority (the " OHA ")
began accepting applications for licenses for facilitators who would be authorized to operate psilocybin treatment clinics, psilocybin
manufacturing and testing operations and clinics where clients would be able to obtain psilocybin treatment services. The OHA had also
launched licensing of Oregon's legal cannabis program in 2014, giving KAYS critical experience in comprehending and complying with
OHA mandates.

 On December 13, 2022 the Company formed Fifth Dimension
Therapeutics (" FDT ") to seek to provide psychedelic "mind care" treatments to veterans suffering
from PTSD, addicts seeking to break addiction, individuals with eating disorders, and others with a wide array of treatment resistant
mental health disorders.

 On January 3, 2023 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. The OHA had also launched Oregon's
medical cannabis program in 2014, giving KAYS critical experience in comprehending and complying with OHA mandates. The psilocybin opportunity
is a logical extension for Kaya Holdings. The purpose, customer, regulations, and operations, as well as our familiarity with Oregon regulators,
are synergistic with our current mission, and can be leveraged within our current operational infrastructure. We anticipate being able
to respond to market demand rapidly, upon licensing. The licenses issued in Oregon are the first ever State Legal Licensing of Psilocybin
Manufacturing and Treatment Centers, and KAYS is positioned to be first in line due to its operating history in Oregon.

 On January 25, 2023 attorney Glenn E.J. Murphy became
a founding member of the FDT Board of Directors. Mr. Murphy has agreed to 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. With more than 25 years of experience in corporate legal practice
(including both ten years in-house with the Henkel Group and more than 15 years in private practice), Mr. Murphy's experience has
touched on most every aspect of intellectual property practice.

 In March 2023, Bryan Arnold (our longest serving Oregon
employee) completed the OHA certified psilocybin education program and became came one of the first 18 program graduates to obtain Psilocybin
Facilitator certification in Oregon. Mr. Arnold also obtained a Facilitation License from the OHA, which authorizes him to oversee up
to five psilocybin treatment facilities and one psilocybin treatment facility. The Company expects to enroll additional potential candidates
in the program as we grow our psychedelic treatment operations.

 In November, 2023, the Company filed a license application
with the OHA for the licensure of The Sacred Mushroom an approximately 11,000 square foot psychedelic treatment center located in Portland,
Oregon which the Company intends to operate as its flagship psychedelic treatment facility.

 We received our license for our psilocybin treatment
facility from the OHA in April 2024 and began providing treatments in September 2024. It is our understanding is that we are the first
US Public Company to own and operate a US based licensed Psychedelic Treatment Facility.

 In April 2025, we suspended payroll to our employees
due to capital constraints and we are evaluating the operational structure of the facility with a view to restructuring operations in
order to generate greater revenues.

 The Science of Psilocybin and Treatment Resistant
Mental Health Issues

 Growing evidence suggests that psychedelics act on
the brain's default network, or those regions of the brain that remain active when your brain is not engaged in active tasks. The
default network provides a "framework" for the brain's activity, providing structure and making order of all that is
happening in the cortex and keeping external neurological information (delivered via our senses) distinct from internally generated activity
(thoughts, emotions, and memory).

 Psychedelics seem to suppress the default network,
relaxing the separation of our senses, memories, thoughts, and emotions, and enabling each to influence each other more easily. This ability
to break down the brain's "framework" has led to a focus on psychedelics as a groundbreaking opportunity to address
a wide range of mental health disorders.

 Psilocybin, a naturally occurring compound found in
"magic mushrooms", is one of an emerging class of psychedelic medicines that contain potent psychoactive chemicals that can
serve to affect human perception, emotions, and other cognitive functions. Psychedelic medicines have been found to have ground-breaking
potential in treating a range of physical and mental disorders including anxiety and panic disorder, resistant depression, opiate addiction,
adult attention deficit hyperactivity disorder ("ADHD"), post-traumatic stress disorder ("PTSD"), and acute and
chronic pain.

 A 2020 study in the Journal of the American Medical
Association Psychiatry found that 71% of the patients with severe, previously treatment-resistant depression, showed "clinically
significant improvement" that lasted at least four weeks and with "low potential" for addiction after treatment with
Psilocybin. Speaking on the study one of the study's co-authors, Alan Davis, a neuroscience researcher at Ohio State University
and adjunct professor at the Johns Hopkins Center for Psychedelic and Consciousness Research stated, "I would say at this stage
the research is showing that in safe settings, this provides relief from debilitating mental health problems for some people."

 It is estimated that approximately 46.5 million American
adults (18%) battle an anxiety disorder such as Post Traumatic Stress Disorder (PTSD) and Panic Disorders, 24.5 million American adults
(9.5%) suffer from depressive illness (with someone committing suicide every 40 seconds), 17.3 million American adults (6.7%) have been
diagnosed with Alcohol Use Disorder, 18.3 million American adults (7.1%) are considered drug dependent, and 11.4 million American women
(8.5%) and 3 million American men (2.5%) struggle with an eating disorder. All of these difficult to treat mental health disorders have
been shown by research to be aided by psychedelic treatment.

 Companies such as Compass Pathways, ATAI Life Sciences,
and Cybin are engaged in developing synthetic versions of psilocybin and psilocin (the active ingredient in "magic mushrooms")
to offer as breakthrough therapies for treatment resistant mental health disorders. As a "Delivery of Treatment" provider,
it is expected that The Sacred Mushroom and similar facilities will be the safe environment needed for these emerging pharma-based
psychedelic treatments. As these companies endure the costly, time consuming, and unpredictable path to FDA approval, we believe that
The Scared Mushroom will establish its position as a leader in the delivery of psychedelic care, offering more immediate relief for people
with pressing mental health conditions.

 KAYS believes that its facility offers a superior
setting, broader activity and treatment options with pricing at or near the lower range, thereby enabling us to deliver a superior treatment
experience at a much lower price than the competition, while still achieving profitability.

 The Sacred Mushroom Psychedelic Treatment
Facility

 It has been shown that Set and Setting are the keys to the successful
psilocybin journeys. (Set as in mindset, Setting as in the place). With this in mind, the curators at The Sacred Mushroom ("TSM")
carefully considered every detail to enable an extraordinary setting. TSM provides guests access to psilocybin treatments in a spacious,
comfortable, carefully controlled environment under licensure by the OHA (OHA).

 Situated in downtown Portland in Old Chinatown, The Sacred Mushroom
is less than 30 minutes from Portland International Airport (PDX) and conveniently accessible by public transportation. The Sacred Mushroom
is seven floors above the city of Portland, with panoramic views of the city skyline and Mount Hood. The Sacred Mushroom encompasses
approximately 11,000 sq ft. and provides guests with access to private treatment rooms, group session areas, and activity zones with movement,
listening stations, journaling chairs, and art expression for distinctive, effective, and positive psilocybin treatments. The setting
and space are designed to deliver the ultimate in safe, comfortable, and relaxing psychedelic treatments.

 With peaceful gardens, engaging sensory areas, and comfortable seating
everywhere, every inch of our 11,000 square feet has been designed with your psilocybin journey in mind.

 In April 2025, we suspended payroll to our employees
due to capital constraints and we are evaluating the operational structure of the facility with a view to restructuring operations in
order to generate greater revenues.

 View from The Sacred Mushroom - Mount Hood
can be seen

 above the Portland, Oregon skyline from our 7 th
floor facility.

 Entrance and Reception

 A warm and welcoming entrance with plants everywhere

 and engaging images projected onto the wall.

 Psilocybin Administration/Integration
Area

 A large inviting room with video conferencing and
comforting amenities.

 The East Room Group Areas

 A Serenity Fountain greets our guests as they enter
the East Room Group Area.

 Sitting areas with carefully selected and spaced
plants allow for

 both privacy and flow through connectivity.

 A large kitchen area allows for a comfortable
caf setting.

 Stunning views of Downtown Portland and Mount Hood
from the caf Area.

 The West Room Activity &
Garden Areas

 Our West Wing is centered around an indoor garden
that "brings the outdoors in"

 affording our guests the ultimate in psilocybin
journey experiences.

 Garden areas complete with grass mat seating merge
with sitting areas

 and high-resolution wall projections.

 As with the East area, stunning views of Downtown
Portland abound in this area of the facility.

 Areas dedicated to yoga and body movement, as well
as spaces for art expression

 and journaling allow guests to pursue different
activities.

 Private Treatment Rooms

 Comfort focused rooms with adjustable beds, seating,
and a wide range of amenities

 The United States Psilocybin and Psychedelic
Medicine Industry

 Oregon and Colorado are currently the only two states
that have legalized Psilocybin for use within a regulatory framework.

 Oregon is the most mature market but Colorado is moving
closely behind it and is in process of licensing facilitators and As of the date of this filing Colorado has completed their licensing
framework for Psilocybin Access and is in process of processing applications and licensing Colorado Psilocybin Facilitators in a framework
similar to the Oregon Model. The Sacred Mushroom is working with a Portland, Oregon training program that is approved by the Colorado
Psilocybin Licensing Program, and is utilizing The Sacred Mushroom's Psilocybin Service Center as a practicum site for the completion
of facilitator training prior to licensing.

 There are four steps to the psilocybin therapeutic
model in Colorado: assessment, preparation, administration and integration. First, an interested participant will go through a screening
process to determine if they are a good fit for psychedelic therapy and the type of facilitator they would work best with. The participant
then meets with their facilitator to learn about the administration process, set goals for their session and develop a safety plan.

 Then, the facilitator will administer psilocybin at
a licensed service center, overseeing the session and supporting the participant throughout. An administration session can last five hours
or longer. The participant will meet with their facilitator again after their session to "integrate insights and learnings from
the psilocybin experience into daily life" and make plans for future support needed.

 Participants will primarily take psilocybin at a healing
center, but the law will also permit clinical facilitators to offer psilocybin services at their existing practice, a retreat model where
participants may stay overnight and reflect on their experiences for several days, and at-home administration with additional safety measures
in place.

 In addition to Oregon and Colorado, California and
Washington State are moving towards the same type of license usage framework, and other states have approved decriminalization, currently
allow medical research or have legislation in different stages of progress as denoted in the table below:

 Current
 psychedelic legal status by state

 State

 Legal status

 Alabama

 Alaska

 Arizona

 Arkansas

 California

 Local reforms to support decriminalization

 Colorado

 Legalized

 Connecticut

 Delaware

 Florida

 Georgia

 Hawaii

 Idaho

 Illinois

 Indiana

 Iowa

 Kansas

 Kentucky

 Louisiana

 Maine

 Maryland

 Massachusetts

 Local reforms to support decriminalization

 Michigan

 Minnesota

 Mississippi

 Missouri

 Montana

 Nebraska

 Nevada

 New Hampshire

 New Jersey

 Reduced penalty

 New Mexico

 Judicial exceptions

 New York

 North Carolina

 North Dakota

 Ohio

 Oklahoma

 Oregon

 Legalized

 Pennsylvania

 Rhode Island

 South Carolina

 South Dakota

 Tennessee

 Texas

 Utah

 Vermont

 Virginia

 Washington

 West Virginia

 Wisconsin

 Wyoming

 Source: Psychedelic legalization & Decriminalization Tracker from Psychedelic
Alpha, which collaborated with UC Berkley Center for the Science of Psychedelics and Calyx Law to provide this data

 (

 Cannabis Operations

 Kaya Family of Brands

 During the last 10 years of cannabis operations
the Company has produced, distributed, and/or sold a full range of premium cannabis products including flower, oils, vape cartridges and
cannabis infused confections, baked goods and beverages through a fully integrated group of subsidiaries and companies supporting highly
distinctive brands.

 The Company currently maintains an extensive
genetic library of seeds for top strains of cannabis that it has assembled from its own grow operations and other commercial sources which
it intends to utilize to launch international grow operations in Greece and elsewhere.

 Kaya Farms Cannabis

 Kaya Buddie Strain Specific Cannabis Cigarettes

 Kaya Brands International

 In 2019 KAYS formed Kaya Brands International, Inc.
("Kaya International" or "KBI"), to leverage its experience and expand into worldwide cannabis markets. KBI's
current initiative includes Greece, with additional areas under consideration.

 Kaya Farms Greece

 In September 2017, the Greek government announced
it would be legalizing medical cannabis, and less than a year later Greek leaders approved Law 4523 and Joint Ministerial Decision No.
51483, which permitted farming and production of medical cannabis. In 2020 the Greek Parliament passed legislation that further relaxed
cannabis export regulations, now permitting the bulk export of cannabis flower.

 We have selected Greece as the center of our European
market activity because of its amenable cannabis regulations, favorable climate, affordable, capable workforce, and the country's
position as a major pharmaceutical center in Europe.

 As an EU nation Greece opens up the entire European
market (where legal) to KAYS flower and oils, and as permitted, the KAYS portfolio of brands.

 On January 11, 2021, through a majority owned subsidiary
of KBI, Kaya Farms Greece (or "KFG") and Greekkannabis ("GKC", an Athens based cannabis company) executed an agreement
for KBI to acquire 50% of GKC. The first 25% was acquired in January, 2021 and the remaining 25% was acquired in July, 2021. GKC's
projects include two medical cannabis cultivation and processing projects in Greece- one in Epidaurus, Greece and the other in Thebes,
Greece. Additionally, on November 8, 2021 KAYS/KBI through a majority owned subsidiary of KBI (Kaya Farms Greece or "KFG")
executed an agreement to acquire 50% of Greekkaya, a second medical Cannabis in Epidaurus, Greece.

 GKC has a development license from the Greek authorities
that was originally issued as part of a plan purchase and develop 15 acres in Thebes, Greece as a large-scale cultivation production and
processing project. However, GKC has elected to hold off on acquiring the land until such time as European cannabis demand warrants the
investment required to develop the project.

 The Epidaurus Project consists of 2 connected industrial
buildings (already constructed, approximately 50,000 square feet in total under-air space) situated on 2.8 acres of land, with its own
independent industrial electrical power center and ample water supply to service the needs of the facility. The Epidaurus Project will
include 25,000 square feet of indoor cannabis cultivation, a 15,000 square foot EU-GMP extraction and processing facility, and a 10,000
square foot EU-GMP packing area. There is ample room for expansion with room to construct an additional 15,000 square feet on site. The
joint venture is awaiting project financing and final license approval from Greek government authorities.

 Neither of the two subject Greece properties are currently owned or optioned
by GKC or its operating subsidiaries, but the land for the potential project in Epidaurus is owned by one of our Greek partner's
families and the land in Thebes is currently available for purchase or option. The Company believes it could acquire either of the properties
once funding and market conditions allow. Alternatively, both licenses are in good order, and can be transferred to a new location pending
Greek Government approval.

 Kaya Kannabis- Epidaurus, Greece Project

 Site of Epidaurus Land and Overview of Building
Complex

 GKC plans to cultivate and manufacture KAYS proprietary cannabis brands
(CBD/THC) from the Epidaurus Project for distribution in the Greek, German and other EU markets as permitted by local regulations.

 Epidaurus Project with 50K square feet of already
constructed buildings.

 The Global Cannabis Industry

 The global cannabis market is being driven by the
increasing number of countries passing legislation to decriminalize the use of cannabis and legalize cannabis for medicinal use. This
change in legislation is the result of an increase in public awareness to the medicinal benefits of cannabis and greater social acceptance
of cannabis use. According to Statista, cannabis is expected to reach a legal market of 74 billion USD by 2029, for a CAGR of 3.01%.

 Prohibition Partners, expects the North American market
to remain the world's largest until 2023, when they expect North American ($17.7 billion) to outpace Europe ($16.8 billion). By
2024, with a forecasted global market of $103.9 billion, Europe is expected to outperform North America $39.1 billion to $37.9 billion.

 Of the $103.9 billion global cannabis market forecasted
by Prohibition Partners, $62.7 billion is expected to be medical cannabis driven. Of this $62.7 billion, Europe is expected to be the
largest market, with $22.3 billion, followed by North America with $20.2 billion.

 Government Regulation

 We are subject to general business regulations and
laws, as well as regulations and laws directly applicable to our operations. As we continue to expand the scope of our operations, the
application of existing laws and regulations could include matters such as pricing, advertising, consumer protection, quality of products,
and intellectual property ownership. In addition, we will also be subject to new laws and regulations directly applicable to our activities.

 While the State of Oregon has created a regulatory
framework through the Oregon Health Authority (OHA) that allows for the administration of psilocybin to clients in OHA Licensed Psilocybin
Treatment Facilities, the use and possession of Psilocybin is currently illegal under Federal Law.

 Any existing or new legislation applicable to us could
expose us to substantial liability, including significant expenses necessary to comply with such laws and regulations, which could hinder
or prevent the growth of our business.

 Federal, state and local laws and regulations governing
legal recreational and medical marijuana use are broad in scope and are subject to evolving interpretations, which could require us to
incur substantial costs associated with compliance. In addition, violations of these laws or allegations of such violations could disrupt
our planned business and adversely affect our financial condition and results of operations. In addition, it is possible that additional
or revised federal, state and local laws and regulations may be enacted in the future governing the legal marijuana industry. There can
be no assurance that we will be able to comply with any such laws and regulations and its failure to do so could significantly harm our
business, financial condition and results of operations.

 Our foreign operations will also be subject to comparable
government regulation in Greece and any other various foreign jurisdictions in which KAYS intends to operate.

 Competition

 The legal marijuana sector is rapidly growing and
the Company faces significant competition in the operation of retail outlets and grow facilities. Many of these competitors will have
far greater experience, more extensive industry contacts and greater financial resources than the Company. There can be no assurance that
we can adequately compete to succeed in our business plan.

 The legal psychedelic medicine sector is rapidly growing,
and while the industry is at a much earlier stage than cannabis, the Company will also face significant competition in the operation of
retail outlets and grow facilities. Many of these competitors will have far greater experience, more extensive industry contacts and greater
financial resources than the Company. There can be no assurance that we can adequately compete to succeed in our business plan.

 Employees

 As of the date as of this Report, our Oregon operations
have 2 full-time employees, consisting of Chad Craig, the Senior Vice President of Oregon Operations and Bryan Arnold, Vice President
of KAYS Subsidiary Fifth Dimension Therapeutics, Inc. and Lead Facilitator of the Sacred Mushroom Psychedelic Treatment Center. Additionally,
we engage part time employees for support staff and facility maintenance, licensed psilocybin facilitators that are paid as independent
contractors to conduct psilocybin facilitation sessions and consultants to assist with daily duties and business implementation and execution.
Additional employees will be hired and other consultants engaged in the future as we execute our business plan.

 Item 1A. Risk Factors.

 We have a relatively short operating
history in our current business upon which investors can evaluate our future prospects.

 The Company was incorporated in 1993
and has engaged in a number of businesses as both a private and as a publicly held company.

 KAYS's legal medical and recreational marijuana
business (which it has focused on in Oregon since 2014 and in Greece since 2020) has not generated sufficient revenue to enable the Company
to achieve profitability. In addition, the overall US market for legal marijuana has not been as robust as anticipated because of the
lack of legalization on a federal level. Accordingly, we have recently reduced our US retail operations and expanded into establishing
a psilocybin therapy and treatment center in Portland, Oregon where such treatment has recently been legalized. However, our psilocybin
treatment center (which was licensed by the Oregon Health Authority ("OHA") In April 2024 and began providing treatments in
September, 2024) has only generated only limited revenues to date. In April 2025, we suspended payroll to our employees due to capital
constraints and we are evaluating the operational structure of the facility with a view to restructuring operations in order to generate
greater revenues.

 Accordingly, our operations continue
to be subject to all the problems, expenses, difficulties, complications and delays encountered in an early-stage business. There can
be no assurance that the Company will generate significant revenues or operate at a profit.

 The Company will require additional
financing to become commercially viable.

 The Company's current psilocybin
and legal marijuana operations can be capital intensive.

 During the years ended December 31,
2023, and December 31, 2022 and the nine months ended September 30, 2024 and September 30, 2023, we raised approximately $615,000, $370,000,
$872,500 and $455,000, respectively, through a series of private debt and equity offerings to finance operations.

 There can be no assurance that the
Company will become commercially viable without additional financing, the availability and terms of which are uncertain. If the Company
cannot secure necessary capital when needed on commercially reasonable terms, its business, condition (financial and otherwise) and commercial
viability may be harmed. Although management believes that it will be able to successfully execute its business plan, which includes third
party financing and the raising of capital to meet the Company's future liquidity needs, there can be no assurances in this regard.
These matters raise substantial doubt about the Company's ability to continue as a going concern.

 In April 2025, we suspended payroll to our
employees due to capital constraints and we are evaluating the operational structure of the facility with a view to restructuring operations
in order to generate greater revenues.

 We currently rely on certain
key individuals, and the loss of one of these key individuals could have an adverse effect on the Company.

 Our success depends to a certain degree
upon certain key members of our management and certain key consultants to the company. These individuals are a significant factor in our
growth and success. The loss of the services of such members of management could have a material adverse effect on our Company.

 The Company's success will be
dependent in part upon its ability to attract qualified personnel and consultants.

 The Company's success will be
dependent in part upon its ability to attract qualified creative marketing, sales and development professionals. The inability to do so
on favorable terms may harm the Company's proposed business.

 KAYS must effectively meet the
challenges of managing expanding operations.

 The Company's business plan
anticipates that operations will undergo expansion in 2025 and beyond. This expansion will require the Company to manage a larger and
more complex organization, which could place a significant strain on our managerial, operational and financial resources. Management may
not succeed with these efforts. Failure to expand in an efficient manner could cause expenses to be greater than anticipated, revenues
to grow more slowly than expected and could otherwise have an adverse effect on the business, financial condition and results of operations.

 Marijuana and Psilocybin remains
illegal in the United States under federal law.

 Notwithstanding its legalization for
recreational and/or medical use by a growing number of states, the growing, transport, possession or selling of marijuana continues to
be illegal under federal law. Additionally, the growing, transport, possession or selling of psilocybin is also illegal under federal
law and only a handful of states have decriminalized its usage, with Oregon being the only state that has devised a state legal licensing
system that allows for providing access to psilocybin therapies in a carefully controlled environment.

 Although the current administration
has made policy decisions to allow implementation of state laws legalizing recreational and/or medical marijuana and not to federally
prosecute anyone operating under state law, the continuance of that policy is not assured and could change at any time.

 While we seek the advice of counsel
with respect to our operations within these industries, federal action could determine that our marijuana and/or psilocybin operations
are illegal and adversely affecting KAYS's business, financial condition and results of operations.

 The marketing and market acceptance
of marijuana and psilocybin may not be as rapid as KAYS expects.

 The market for state legal marijuana
and Psilocybin is quickly evolving, and activity in the sector is expanding rapidly. Demand and market acceptance for state legal marijuana
and psilocybin are subject to uncertainty and risk, as changes in the price and possible adverse political efforts could influence and
denigrate demand. KAYS cannot predict whether, or how fast, this market will grow or how long it can be sustained. If the market for state
legal marijuana and psilocybin develops more slowly than expected or becomes saturated with competitors, KAYS's operating results
could be adversely impacted.

 KAYS's business activities
are part of emerging industries.

 The Company intends to implement an
aggressive plan of growth to enter the legal recreational and medical marijuana industry, as well as the emerging psilocybin industry.
These industries are new and emerging, and have yet to fully define competitive, operational, financial and other parameters for successful
operations. By pursuing a growth strategy to enter a new and emerging industry, the Company's operations may be adversely impacted
as the industry's competitive, operational, financial and other parameters take shape. Given the fluidity of the industry, the Company
may make errors in implementing its business plan, thereby limiting some or all of its ability to perform in accordance with its expectations.

 Our business could be affected
by changes in governmental regulation.

 Federal, state and local laws and
regulations governing state legal recreational and medical marijuana and psilocybin use are broad in scope and are subject to evolving
interpretations, which could require us to incur substantial costs associated with compliance. Violations of these laws or allegations
of such violations could disrupt KAYS's planned business and adversely affect our financial condition and results of operations.
In addition, it is possible that additional or revised federal, state and local laws and regulations may be enacted in the future governing
the legal marijuana industry. Our foreign operations will also be subject to comparable government regulation in Greece and any other
various foreign jurisdictions in which KAYS intends to operate. There can be no assurance that KAYS will be able to comply with any such
laws and regulations and its failure to do so could significantly harm our business, financial condition and results of operations.

 We will likely face significant
competition.

 The legal marijuana and the psilocybin
industry is in its early stages and is attracting significant attention from both small and large entrants into the industry. KAYS expects
to encounter significant competition as it implements its business strategy. The ability of
KAYS to effectively compete could be hindered by a lack of funds, poor positioning, management error, and other factors. The inability
to effectively compete could adversely affect our business, financial condition and results of operations.

 We have borrowed and may be
required to borrow funds in the future.

 If the Company incurs indebtedness,
a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements
also might contain restrictive covenants, which may impair the Company's operating flexibility. Such loan agreements would also
provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement
could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior
to the rights of the Company's stockholders. A judgment creditor would have the right to foreclose on any of the Company's
assets resulting in a material adverse effect on the Company's business, operating results or financial condition.

 Currently the Company has limited
assets which could be used as collateral in obtaining future borrowings. Because of the Company's inability to provide lenders with
collateral and a limited history of successful operations, the Company may not be successful in its efforts to obtain additional funds
though borrowings and as a result may not be able to fund required costs of operations.

 Adverse global economic conditions
could have a negative effect on our business, results of operations and financial condition and liquidity.

 A general slowdown in the global economy,
including a recession, or in a particular region or industry, an increase in trade tensions with U.S. trading partners, inflation or a
tightening of the credit markets could negatively impact our business, financial condition and liquidity. Adverse global economic conditions
have from time to time caused or exacerbated significant slowdowns in the industries and markets in which we operate, which have adversely
affected our business and results of operations. Macroeconomic weakness and uncertainty also make it more difficult for us to accurately
forecast revenue, gross margin and expenses, and may make it more difficult to raise or refinance debt.

 Worldwide economic and social
instability could adversely affect our revenue, financial condition, or results of operations.

 Generally, worldwide economic conditions
remain uncertain, particularly due to the effects of the conflict between Russia and Ukraine and between Israel and Hamas, disruptions
in the banking system and financial markets, pandemic, increased inflation and rising interest rates. The general economic and capital
market conditions, both in the U.S. and worldwide, have been volatile in the past and at times have adversely affected the Company's
access to capital and increased the cost of capital. The capital and credit markets may not be available to support future capital raising
activity on favorable terms. If economic conditions decline, the Company's future cost of equity or debt capital and access to the
capital markets could be adversely affected. Our vendors may experience financial difficulties or be unable to borrow money to fund their
operations, which may adversely impact their ability to purchase our products or to pay for our products on a timely basis, if at all.
In addition, adverse economic conditions, such as recent supply chain disruptions and labor shortages and persistent inflation, have affected,
and may continue to adversely affect our suppliers' ability to provide our manufacturers with materials and components, which may
negatively impact our business. These economic conditions make it more difficult for us to accurately forecast and plan our future business
activities.

 Risks Related to our Status as
a Public Company

 Our internal controls may be
inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

 Our management is responsible for
establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act `Rule 13a-15(f), internal
control over financial reporting is a process designed by, or under the supervision of, the principal
executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and procedures that:

 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

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

 We do not have a sufficient number
of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals
to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to timely
remediate. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented
or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls
over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (" Sarbanes Oxley").
Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial
reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business
and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of
our common stock, if a market ever develops, could drop significantly.

 As a smaller reporting company,
we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations
and financial prospects.

 Currently, we are a " smaller
reporting company," as defined by Rule 12b-2 of the Exchange Act. As a " smaller reporting company,"
we are able to provide simplified executive compensation disclosures in our filings and have certain other decreased disclosure obligations
in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently,
it may be more challenging for investors to analyze our results of operations and financial prospects.

 Furthermore, we are a non-accelerated
filer as defined by Rule 12b-2 of the Exchange Act, and, as such, are not required to provide an auditor attestation of management's
assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Section 404(b)
of the Sarbanes-Oxley Act. Because we are not required to, and have not, had our auditors provide an attestation of our management's
assessment of internal control over financial reporting, a material weakness in internal controls may remain undetected for a longer period.

 The costs of being a public
company could result in us being unable to continue as a going concern.

 As a public company, we are required
to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs
of this compliance could be significant. If our revenues do not increase and/or we cannot satisfy many of these costs through the issuance
of our shares, we may be unable to satisfy these costs in the normal course of business that would result in our being unable to continue
as a going con

 Risks Related to our Common Stock

 The market for the KAYS Shares
is extremely limited and sporadic

 KAYS's common stock is quoted
on the OTCQB tier of the over-the-counter market operated by OTC Markets Group, Inc. The market KAYS's for common stock is limited
and sporadic. Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices, due to many
factors that may have little to do with our operations or business prospects.
This volatility could depress the market price of KAYS's common stock for reasons unrelated to operating performance. Moreover,
the trading of securities in the OTCQB is often more sporadic than the trading of securities listed on a quotation system like NASDAQ,
or a stock exchange like the New York Stock Exchange.

 KAYS's common stock is
a penny stock. Trading of KAYS's common stock may be restricted by the penny stock regulations adopted by the Securities and Exchange
Commission (the "SEC") and FINRA's sales practice requirements, which may limit a stockholder's ability to buy
and sell our common stock.

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

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

 The market for penny stocks
has experienced numerous frauds and abuses that could adversely impact KAYS's common stock.

 Company management believes that the
market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

 control of the market for the security by one or a few broker-dealers that are often related to a promoter or issuer;

 manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

 boiler room practices involving high pressure sales tactics and unrealistic price projections by salespersons;

 excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

 wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

 FINRA sales practice requirements
may also limit a stockholder's ability to buy and sell our common stock.

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

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

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

 actual or anticipated variations in our operating results;

 announcements of developments by us or our competitors;

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

 adoption of new accounting standards affecting our Company's industry;

 additions or departures of key personnel;

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

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

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

 If securities analysts do not
initiate coverage or continue to cover our common stock or publish unfavorable research or reports about our business, this may have a
negative impact on the market price of our common stock.

 The trading market for the common
stock will depend on the research and reports that securities analysts publish about our business and the Company. We do not have any
control over these analysts. There is no guarantee that securities analysts will cover the common stock. If securities analysts do not
cover the common stock, the lack of research coverage may adversely affect its market price. If we are covered by securities analysts,
and our stock is the subject of an unfavorable report, our stock price and trading volume would likely decline. If one or more of these
analysts ceases to cover the Company or fails to publish regular reports on the Company, we could lose visibility in the financial markets,
which could cause our stock price or trading volume to decline.

 The board of directors of KAYS
has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders
and with the ability to adversely affect common stockholder voting power and rights upon liquidation.

 KAYS's Certificate of Incorporation
allows us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority
to fix and determine the relative rights and preferences of preferred stock. As a result, our board of directors could authorize the issuance
of a series of preferred stock that would grant to holders of preferred stock the rights to our assets upon liquidation, the right to
receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares,
together with a premium, prior to the redemption of our common stock.

 The ability of our principal
stockholders, including our CEO, to control our business may limit or eliminate minority stockholders' ability to influence corporate
affairs.

 The principal non-affiliated stockholder
of KAYS holds 4,000,000 shares of common stock and 20 shares of Series D Convertible Preferred Stock. Additionally, our CEO owns 6,113,345
shares of common stock and 20 shares of Series D Convertible Preferred Stock. Each Series D Preferred Share votes as 1% of the issued
and outstanding common shares on an as converted, fully diluted basis. There are presently 41,572,835 shares of common stock outstanding,
so factoring in the conversion of these Series D Preferred Shares means that these two parties have approximately 54% of votes on matters
presented to stockholders.

 Accordingly, these two individuals
are in a position to significantly influence membership of our board of directors as well as all other matters requiring stockholder approval.
The interests of our principal stockholders may differ from the interests of other stockholders with respect to the issuance of shares,
business transactions with or sales to other companies, selection of other officers and directors and other business decisions. The minority
stockholders have no way of overriding decisions made by our principal stockholders. This level of control may also have an adverse impact
on the market value of our shares because our principal stockholders may institute or undertake transactions, policies or programs that
result in losses and/or may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers
of shares to significantly decrease our price per share.

 We do not expect to pay cash
dividends in the foreseeable future.

 KAYS has not paid cash dividends on
its shares of common stock and does not intend to do so at any time in the foreseeable future. The future payment of dividends depends
upon future earnings, capital requirements, financial requirements and other factors that the companies' board of directors will
consider. Since they do not anticipate paying cash dividends on the common stock, return on investment, if any, will depend solely on
an increase, if any, in the market value of the common stock.

 The conversion of the 40 shares
of KAYS' outstanding Series D Preferred stock by the CEO and an unrelated third-party stockholder would result in the issuance of an
additional 27,715,222 shares of KAYS' common stock, (without taking into effect the conversion into shares of
KAYS common stock of any or all outstanding convertible debt described in this prospectus). Accordingly, such market overhang could adversely
impact the market price of the common stock.

 KAYS has 40 shares of Series
D Convertible Preferred Stock outstanding, 20 shares of which are held by our CEO and 20 of which are held by an unrelated third-party
stockholder. These preferred shares can be converted into a total of 27,715,222 shares of KAYS common stock which would result in substantial
dilution if converted.

 Additionally, as of the date of this
filing the Company has convertible debt of approximately $8,079,652 principal amount (without taking into effect the accrued interest
which could also be converted) which can be converted into KAYS stock at $0.08 per share (with certain ratchet provisions that would allow
stock to be issued at lower prices in event of market reductions in the price of KAYS stock, with a minimum conversion price of $0.02
per share), subject to certain ownership volume limitations and could result in further substantial dilution if all converted.

 Such market overhang of both the KAYS
Series D Preferred Shares and the KAYS Convertible Debt could adversely impact the market price of KAYS's common stock as a result
of the dilution which would result if such securities were converted into shares of KAYS common stock.

 Future sales of shares of KAYS
common stock pursuant to Rule 144 under the Securities Act could adversely affect the market price of KAYS's common stock.

 KAYS has a substantial number of shares
of common stock which were issued in transactions exempt from the registration requirements of the Securities Act and are now available
for public sale pursuant to the Rule 144 under the Securities Act. Such sales could adversely affect the market price of KAYS's
common stock.

 Because we are not subject to
compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against
interested director transactions, conflicts of interest and similar matters.

 Sarbanes-Oxley as well as rule changes
proposed and enacted by the SEC, the NYSE/AMEX and the NASDAQ Stock Market as a result of Sarbanes-Oxley, require the implementation of
various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the
securities markets and apply to securities that are listed on those exchanges or the NASDAQ Stock Market. Because we are not currently
required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional
costs associated with voluntary compliance, we have not yet adopted these measures.

 We do not currently have independent
audit or compensation committees. As a result, directors have the ability, among other things, to determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards
of corporate governance may leave our stockholders without protections against interested- director transactions, conflicts of interest,
if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations as a

 We intend to comply with all corporate
governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract
and retain qualified officers, directors and members of board committees required to provide for our effective management as a result
of Sarbanes-Oxley. The enactment of Sarbanes-Oxley has resulted in a series of rules and regulations by the SEC that increase responsibilities
and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these roles.

 You may experience dilution
of your ownership interests because of the future issuance of additional shares of common stock.

 In the future, we may issue additional
authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our stockholders. We may
also issue additional shares of our securities that are convertible into or exercisable for common stock, as the case may be, in connection
with hiring or retaining employees, future acquisitions, future sales of its securities for capital raising purposes, or for other business
purposes. The future issuance of any such additional shares of common stock may create downward pressure on the value of our securities.
There can be no assurance that we will not be required to issue additional shares of common stock, warrants or other convertible securities
in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which our
shares may be valued or are trading in a public market.

 We have agreed to indemnify
our officers and directors and a Key Consultant against lawsuits to the fullest extent of the law.

 KAYS is a Delaware corporation. Delaware
law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim. Our organizational
documents provide for this indemnification to the fullest extent permitted by law. This may result in a major cost to the corporation
and hurt the interests of stockholders because corporate resources may be expended for the benefit of directors and officers.

 The Company has been advised that,
in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under federal securities laws is against
public policy as expressed in the Securities Act and is, therefore, unenforceable.

 Item 1B. Unresolved Staff Comments.

 Not applicable.

 Item 1C. Cybersecurity.

 Risk

 In the normal course of business, we may collect and
store personal information and other sensitive information, including proprietary and confidential business information, trade secrets,
intellectual property, patient information, sensitive third-party information and employee information. To protect this information, our
existing cybersecurity policies require continuous monitoring and detection programs, network security precautions, encryption of critical
data and in-depth security assessments of vendors. We maintain various protections designed to safeguard against cyberattacks, including
firewalls and virus detection software. Our information technology (" IT ") team (In-house and outside consultants)
s responsible for these ongoing monitoring and detection activities.

 The governance of our cybersecurity risks involves
active and informed participation from our management team, our IT team and our board of directors. This oversight includes briefings
by our IT team on the nature of the risks we face and the steps we are taking to mitigate these risks, as well as immediately reporting
any significant cybersecurity incident that occurs to management and the board of directors.

 We have not experienced a cybersecurity incident that
had a material impact on our business strategy, results of operations, or financial condition. We continue to monitor potential cybersecurity
threats and incorporate findings into our risk management strategies.

 Item 2. Properties.

 The Sacred Mushroom Psychedelic Treatment Center occupies
approximately 11,000 square feet of leased space (the entire seventh floor) in the gentrifying Old Chinatown area of downtown Portland,
Oregon. provides guests with access to private treatment rooms, group session areas, and activity zones with movement, listening stations,
journaling chairs, and art expression for distinctive, effective, and positive psilocybin treatments. The setting and space are designed
to deliver the ultimate in safe, comfortable, and relaxing psychedelic treatments.

 KAYS also leases a work apartment for Craig Frank
and other Company personnel in Portland, Oregon, for visiting personnel who are in Oregon in connection with the Company's operations
in that state.

 KAYS currently leases a modest corporate office of
less than 1,000 square feet in Fort Lauderdale, Florida for use by Craig Frank, KAYS Chief Executive Officer and other Company personnel.
However, in during the first quarter of 2025, the Company closed this office due to the increased amount of time spent in Oregon by our
CEO and increased capital needs in other areas of operations.

 Item 3. Legal Proceedings.

 From time-to-time KAYS may be party to various legal
proceedings in the ordinary course of business. Please see paragraphs below for results of legal proceedings during 2024 and 2023.

 Lawsuit from Law Offices of Ross Day

 On September 9, 2022 the Company received notice from
its Oregon Counsel that Day Law & Associates, P.C. (Attorney Ross Day is a former attorney for the Company) had filed suit in Washington
County, Oregon seeking damages in the amount of $16,169.24 for unpaid legal fees, plus any costs, disbursements and attorney fees awarded.

 On August 24, 2023 the Company and Day Law & Associates
participated in an Arbitration in an attempt to resolve the Matter without Litigation, and on October 11, 2023 the Arbitrator ruled in
favor of the Company and awarded the Company $3,000 in legal Fees and $781 in Costs. However, the Company subsequently agreed to waive
the Award in consideration of Day Law dropping the matter.

 Lawsuit from P3 Distributing LLC

 On February 23, 2024 the Company received
notice from its Oregon Counsel that P3 Distributing L.L.C (a vendor that supplied containers used in the sale of cannabis) had filed suit
in Marion County, Oregon seeking damages in the amount of $12,149.00 for unpaid vendor invoices, plus interest at the rate of 9% per annum
from February 29, 2020.

 On October 17, 2024
the Company settled the Lawsuit with P3 Distributing. Terms for the settlement require a monthly payment of $300.00 per month for 18 months
with a ballon payment of $11,779.20 due at the conclusion of the payment schedule.

 PART
II

 Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters.

 Market for Common Stock

 Our common stock is currently traded on the OTCQB
tier of the over-the-counter market operated by OTC Markets Group, Inc. under the symbol " KAYS." Such market is extremely
limited. We can provide no assurance that our shares will continue to be traded on the OTCQB or another exchange, or if traded, that the
current public market will be sustainable.

 Holders of Our Common Stock

 As of the date of this Annual Report, we had 41,572,835
shares of common stock issued and outstanding and approximately 652 holders of record of our common stock.

 One of these holders is CEDE and Company which is
the mechanism used for brokerage firms to hold securities in book entry form on behalf of their clients. As of the date of this Annual
Report, CEDE held 8,860,806 shares of common stock for these stockholders. When the Company last received a report from CEDE it showed
a log of 7,669 stockholders that consented to release their name to the Company for purposes of stockholder communications. Accordingly,
we believe that KAYS has approximately 8,000 beneficial stockholders as of such date.

 Securities Authorized for Issuance under Equity
Compensation Plans

 Plan category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available
 for future insurance under equity compensations plans

 (excluding securities reflected in column (a))

 Equity compensation plans approved by security holders

 0 shares (1)

 n/a

 0 shares

 Equity compensation plans not approved by security holders

 0 shares

 n/a

 0 shares

 Recent Sales of Registered and Unregistered Securities
(includes common stock, preferred stock, convertible debt and debt issuances/cancellations)

 On January 20, 2024, the Company commenced
a private placement offering (the " 2024 Private Placement ") of Units (" Units ") at a price of $25,500
per Unit. Each Unit consisted of a 10% two-year promissory note of the Company in the original principal amount of $25,000 and 50,000
shares of common stock of Fifth Dimension Therapeutics, Inc. (" FDT ") for $500. Each note is convertible at the option
of the holder at any time prior to maturity, into (a) shares of common stock of KAYS on terms comparable to those of our outstanding prevailing
notes at time of conversion; or (b) in the event FDT, our majority owned subsidiary completes a public offering, shares of FDT common
stock at a 20% discount to the offering price.

 On January 23, 2024, CVC International Ltd.
(the " Investor ") purchased 2.4 Units in the 2024 Private Placement for $61,200.000 Pursuant to the terms of the 2024
Private Placement, the Investor was issued a $60,000 note and 120,000 shares of common stock of FDT.

 On January 31, 2024, the holder of the $15,000
10% promissory note issued in December 2023, applied the principal amount of $15,000 and $300 of accrued interest on the promissory note
to the purchase of.6 Units in the 2024 Private Placement. Pursuant to the terms of the 2024 Private Placement, the purchaser was issued
a $15,000 note and 30,000 shares of common stock of FDT.

 On March 12, 2024, the Investor purchased
an additional 6 Units in the 2024 Private Placement for $153,000. The price paid included $150,000 in new capital and $3,000 in accrued
interest on a prior promissory note held by the Investor which was applied to the purchase price. Pursuant to the terms of 2024 Private
Placement, the Investor was issued a $150,000 note and 300,000 shares of common stock of FDT.

 On March 15, 2024, the holder of the $100,000
promissory note issued in August 2023, applied the principal amount of $100,000 and $9,650 of accrued interest on the note to the purchase
of 4.3 Units in the 2024 Private Placement. Pursuant to the terms of the 2024 Private Placement, the holder received a $107,500 note and
215,000 shares of common stock.

 On May 1, 2024, the Investor purchased an
additional 6 Units in the 2024 Private Placement for $153,000. The price paid included $130,000 in new capital and $23,000 in accrued
interest and principal on a prior promissory note held by the Investor which was applied to the purchase price. Pursuant to the terms
of the 2024 Private Placement, the Investor received a $150,000 note and 300,000 shares of common stock of FDT.

 On June 4, 2024, the Investor purchased an
additional 6 Units in the 2024 Private Placement for $153,000. The price paid included $150,000 in new capital and $3,000 in accrued interest
and principal on a prior promissory note held by the Investor which was applied to the purchase price. Pursuant to the terms of the 2024
Private Placement, the Investor received a $150,000 note and 300,000 shares of common stock of FDT.

 On July 22, 2024, the Investor purchased
an additional 7 Units in the 2024 Private Placement for $178,000. The price paid included $125,000 in new capital and $53,500 in accrued
interest and principal on a prior promissory note held by the Investor which was applied to the purchase price. Pursuant to the terms
of the 2024 Private Placement, the Investor received a $175,000 note and 350,000 shares of common stock of FDT.

 On September 13, 2024, the Investor purchased
an additional 10 Units in the 2024 Private Placement for $255,000. The price paid included $125,000 in new capital and $130,000 in accrued
interest and principal on a prior promissory note held by the Investor which was applied to the purchase price. Pursuant to the terms
of the 2024 Private Placement, the Investor received a $150,000 note and 500,000 shares of common stock of FDT.

 On October 29, 2024, the Investor purchased an additional
10 Units in the 2024 Private Placement for $255,000. The price paid included $125,000 in new capital and $130,000 in accrued interest
and principal on a prior promissory note held by the Investor which was applied to the purchase price. Pursuant to the terms of the 2024
Private Placement, the Investor received a $150,000 note and 500,000 shares of common stock of FDT.

 On December 14, 2024, the Investor purchased an additional
10 Units in the 2024 Private Placement for $255,000. The price paid included $100,000 in new capital and $155,000 in accrued interest
and principal on a prior promissory note held by the Investor which was applied to the purchase price. Pursuant to the terms of the 2024
Private Placement, the Investor received a $150,000 note and 500,000 shares of common stock of FDT.

 The Company issued the foregoing securities pursuant
to the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and/or Regulation
D promulgated thereunder.

 Item 6. [Reserved].

 Not applicable.

 Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

 Results of Operations

 Year ended December 31, 2024 compared to year
ended December 31, 2023

 Revenues

 We generated revenues from continuing
operations of $7,134 for the year ended December 31, 2024, compared to $0 for the year ended December 31, 2023. These revenues were primarily
related to the early-stage development of our Psychedelic Medicine business, including The Sacred Mushroom facility in Portland,
Oregon.

 Revenues
from discontinued operations, which reflect our former cannabis retail business under Marijuana Holdings Americas, Inc., a Florida
corporation ("MJAI"), totaled $28,009 in 2024, compared to $196,294 in 2023. The significant
decrease in discontinued revenues was due to the closure of our last remaining retail dispensary in Oregon during the first half of 2024,
in line with our strategic shift away from the U.S. cannabis retail market. As a result, MJAI was classified as a discontinued operation
for the year ended December 31, 2024.

 Cost of Sales

 Cost of sales from continuing operations was $7,500 for the year ended
December 31, 2024, compared to $0 for the year ended December 31, 2023, reflecting the initial launch phase of our Psychedelic Medicine
business.

 Cost of sales from discontinued operations,
related to our former retail cannabis business under MJAI, was $13,406 for 2024, compared to $81,345 for 2023. The year-over-year decrease
corresponds with the closure of MJAI's dispensary operations during the first half of 2024 and the resulting wind-down of cannabis-related
retail activity.

 Operating Expenses

 General and administrative expenses
from continuing operations were $605,388 for the year ended December 31, 2024, compared to $269,772 in 2023. Salaries and wages from continuing
operations totaled $31,320 in 2024, compared to $0 in 2023. General and administrative expenses from discontinued operations were $36,648
in 2024, compared to $127,190 in 2023. Salaries and wages from discontinued operations totaled $132,031 in 2024, compared to $209,433
in 2023. The year-over-year changes primarily reflect the wind-down of MJAI's cannabis retail operations and the pre-opening expenses
associated with the launch of The Sacred Mushroom facility.

 Professional fees from continuing operations
were $1,384,954 for the year ended December 31, 2024, compared to $752,973 in 2023. Professional fees from discontinued operations totaled
$0 in 2024 and $0 in 2023. The overall increase in professional fees was primarily driven by stock-based compensation issued during 2024.

 After giving effect to all of the foregoing, operating
expenses from continuing operations were $2,021,662 for the year ended December 31, 2024, compared to $1,022,745 for the year ended December
31, 2023. Operating expenses from discontinued operations totaled $168,679 in 2024, compared to $336,623 in 2023. Correspondingly, the
Company recorded an operating loss from continuing operations of $2,022,028 in 2024, compared to $1,022,745 in 2023. Operating loss from
discontinued operations was $154,076 in 2024, compared to $221,674 in 2023.

 Interest expense

 Interest expense from continuing operations was $738,290
for the year ended December 31, 2024, as compared to $665,427 for the year ended December 31, 2023, reflecting a slight increase of additional
debt incurred in 2024. Interest expense from discontinued operations was $0 and $0 for the years ended December 31, 2024 and 2023.

 Net Income (Loss)

 After giving effect to an operating loss of $2,022,028,
interest expense of $738,290, amortization of debt discount of $119,029, gain on sale of the license of $1,700, other income of $3,614,
and change in derivative liabilities income of $813,922 arising from the decrease of our stock prices which increased the volatility factors
used in the derivative calculations. Net loss from discontinued operations for the same period was $162,441, which includes the results
of MJAI's cannabis retail business prior to its closure in Q2 2024.We had net loss from non-controlling interest of $141,696 for
the year ended December 31, 2024. Additionally, the Company has accrued a tax liability of $902,166 related to potential taxes due under
the IRS Code 280E.

 This compares to a net income from non-controlling interest
of $26,794 for the year ended December 31, 2023, after giving effect to an operating loss of $1,022,745, interest expense of $665,427,
amortization of debt discount of $387,072, and gain on sales of land $177,883, offset by gain from a change in derivative liabilities
expense of $3,297,215 and other income of $100,072. Net income from discontinued operations was $136,565, and from non-controlling interest
net income was $26,794, during the year ended as December 31, 2023. The net loss attributable to the Company for 2024 was $2,080,856 and
net income attributable to the Company for 2023 was $1,609,697.

 Liquidity and Capital Resources

 During 2024 our cash position increased by $10,560
to $10,778 and our negative working capital deficit was $8,035,323.

 As of December 31, 2024, our working capital consisted
of cash of $39,668, inventories of $90 and prepaid expenses of $28,180 as compared to cash of $29,108, inventories of $9,259 and prepaid
expenses of $58,588 as of December 31, 2023.

 Our current liabilities include accounts payable and
accrued expenses of $631,963, accounts payable and accrued expenses-related parties of $869,864, accrued interest of $ 3,005,107, current
portion of lease liability of $52,574, tax liability of $902,166, convertible notes payable- net of discount of $135,000, notes payable
of $9,312 and derivative liabilities of $2,497,275 as of December 31, 2024. As compared to current liabilities include accounts payable
and accrued expenses of $589,085, accounts payable and accrued expenses-related parties of $514,972, accrued interest of $2,369,015, current
portion of lease liability of $30,885, tax liability of $899,344, convertible notes payable- net of discount of $125,000, notes payable
of $124,312 and derivative liabilities of $2,752,321 as of December 31, 2023.

 The following table sets forth the major sources
and uses of cash for the years ended December 31, 2024 and 2023:

 Year Ending December 31, 2024

 Year Ending December 31, 2023

 Net cash used in operating activities

 $
 (830,820
)

 $
 (1,182,364
)

 Net cash provided by investing activities

 4,012

 812,859

 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 cash used in operating activities from discontinued operations

 (162,441
)

 Net increase in cash

 $
 10,560

 $
 10,778

 Cash Used in Operating Activities

 During 2024, from continuing operations, we had cash
of $830,820 used in operating activities, as compared to cash used in operations of $1,182,364 in 2023. From discontinued operations,
we had cash of 162,441 used in and $136,565 provided by operating activities during the year ended December 31, 2024 and 2023, respectively.

 Cash Provided by (Used in) Investing Activities

 During 2024, we had cash of $4,012 provided by investing
activities, as compared to $812,859 provided by investing activities in 2023. Cashflow in 2024 decreased due to retail business closed
in Oregon.

 Cash Provided by Financing Activities

 During 2024, $1,557,500 of notes payable was issued
and $553,392 of convertible notes were paid off, as compared to $615,000 of notes payable was issued and $370,000 of convertible notes
were paid off in 2023.

 Additional Capital

 At December 31, 2024, we had cash of $39,668 and a
working capital deficiency of $8,035,323 as compared to cash of $29,108 and a working capital deficiency of $7,307,979 at December 31,
2023.

 Management
believes that it will require additional capital, in addition to anticipated revenues from operations to fund expansion of the Company's
operations and ultimately achieve profitability. The Company intends to seek such additional capital from further private offerings of
equity and/or debt securities. However, we may not be successful in raising additional capital on commercially reasonable terms, if and
when needed, in which case our business, financial condition, cash flows and results of operations may be materially and adversely affected.

 In April 2025, we suspended payroll to our employees
due to capital constraints and we are evaluating the operational structure of the facility with a view to restructuring operations in
order to generate greater revenues.

 Critical Accounting Estimates

 The following are deemed to be the most significant accounting
estimates affecting us and our results of operations:

 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) identify 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. For the comparative periods, revenue
has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when
the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to
a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability
of the fee is reasonably assured.

 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 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.

 Fair value of financial instruments

 The Company follows the provisions of ASC 820. This Topic
defines fair value, establishes a measurement framework and expands disclosures about fair value measurements. We apply these provisions
to estimate the fair value of our financial instruments including cash, accounts payable and accrued expenses, and notes payable.

 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. Our 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.

 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 of $0 from continuing
operations and $8,365 from discontinued operations for the year ended December 31, 2024, compared to $0 from continuing operations and
$23,327 from discontinued operations for the year ended December 31, 2023. Although we have net operating losses that we believe are available
to offset this tax liability, it arises under Section 280E of the Internal Revenue Code due to our cannabis-related operations. As a conservative
measure, we have accrued this liability in connection with our discontinued business.

 Recently Issued 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 in the consolidated financial statements, Segment Reporting and Information about Geographic Areas for the inclusion of the
new required disclosures.

 Off-Balance Sheet Arrangements

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

 Item 7A. Quantitative and Qualitative
Disclosures about Market Risk.

 Not applicable.

 Item 8. Financial Statements and Supplementary
Data.

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

 Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure.

 None.

 Item 9A. Disclosure controls and procedures

 Under the direction of our Chairman and President,
who is our principal, executive, financial and accounting officer, we evaluated our disclosure controls and procedures as of December
31, 2024. Our Chairman and President, who is our principal, executive, financial and accounting officer, concluded that our disclosure
controls and procedures were not effective as of December 31, 2024.

 We maintain disclosure controls and procedures
that are designed to ensure that the information required to be disclosed in the reports that we file under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our Chairman and President, who is our principal, executive, financial and accounting
officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls
and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable
assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required
to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 As required by SEC Rule 13a-15(b), we carried
out an evaluation, under the supervision and with the participation of our management, including our Chairman and President, who is our
principal, executive, financial and accounting officer, of the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of our fourth fiscal quarter covered by this report.
Based on the foregoing, our Chairman and President concluded that our disclosure controls and procedures were not effective. It should
be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless
of how remote.

 Management's Report on Internal Control Over
Financial Reporting

 Our management is responsible for establishing and
maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f)
or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our Chairman and President, who
is our principal, executive, financial and accounting officer and effected by the Company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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

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

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

 The Company's Chairman and President, who is
our principal, executive, financial and accounting officer, assessed the effectiveness of the Company's internal control over financial
reporting as of December 31, 2024. In making this assessment, the Company's Chairman and President, used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework
(2013). The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities,
information and communications and ongoing monitoring.

 Based on the assessment performed, the Company's
Chairman and President, who is our principal, executive, financial and accounting officer, has concluded that the Company's internal
control over financial reporting, as of December 31, 2024, is not effective to provide reasonable assurance regarding the reliability
of its financial reporting and the preparation of its financial statements in accordance with generally accepted accounting principles.
Further, the Company's Chairman and President, who is our principal, executive, financial and accounting officer, has identified
material weaknesses in internal control over financial reporting as of December 31, 2024.

 Based on an evaluation, the Company's Chairman
and President, who is our principal, executive, financial and accounting officer, has concluded that the Company's disclosure controls
and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of December 31, 2024 (the "Evaluation
Date"), to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange
Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules
and forms; and (ii) accumulated and communicated to the Company's Chairman and President, who is our principal, executive, financial
and accounting officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material
weakness in our internal control over financial reporting:

 We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an "audit committee financial expert," as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management's view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

 We did not maintain proper segregation of duties for the preparation of our financial statements. We currently have only one officer overseeing all transactions. This has resulted in several deficiencies, including the lack of control over preparation of financial statements and proper application of accounting policies

 Lack of controls over related party transactions: As of December 31, 2024, the Company did not establish a formal written policy for the approval, identification and authorization of related party transactions.

 The Company's Chairman and President, who is
our principal, executive, financial and accounting officer, believes that the material weaknesses set forth in the two items above did
not have an effect on our financial results. However, the Company's Chairman and President, who is our principal, executive, financial
and accounting officer, believes that the lack of a functioning audit committee results in ineffective oversight in the establishment
and monitoring of required internal controls and financial procedures, which could result in a material misstatement in our consolidated
financial statements in future periods.

 Changes in Internal Control over Financial Reporting

 There was no change in our internal controls or in
other factors that could affect these controls during the fourth quarter of the year ended December 31, 2024 that have materially or are
reasonably likely to materially affect, our internal controls over financial reporting.

 Item 9B. Other Information

 Item 10. Directors, Executive Officers and Corporate
Governance.

 Directors and Executive Officers

 Our directors and executive officers and their respective
ages and titles are as follows:

 Name

 Age

 Position(s) and Office(s) Held

 Craig Frank

 Chairman of the Board, President, Chief Executive Officer, Acting Chief Financial Officer, Director

 Mitchell Chupak

 Director

 Set forth below is a brief description of the background
and business experience of our directors and executive officers.

 Craig Frank became Chairman of the Board, President,
Chief Executive Officer and a Director of the Company in January 2010. He assumed the appointed position of acting Chief Financial Officer
in 2012. For the past 15 years, Mr. Frank has served as Chairman and CEO of Tudog International Consulting, a Florida-based company with
business advisory, business development, market research, training, and merchant banking divisions. During his tenure at Tudog, Mr. Frank
has worked with more than 200 companies from 19 countries. In addition, in such capacity, he developed the business plan for a biofuels
company based in Central America, and is the co-founder of the Company's predecessor, which we acquired in January 2010. He remains
Tudog's Chairman. Mr. Frank is a widely published author with articles on business matters featured in magazines and newsletters
internationally, including publications of the Guatemala America Chamber of Commerce, the Israel Export Institute, the Romania Chamber
of Commerce, and the World Association of Small and Medium Sized Enterprises. He is also an in-demand speaker at international conferences,
including the Florida Sterling Council, the International Project Management Association, The Central American Center for Entrepreneurship,
the Israel Center for Entrepreneurial Studies, and the Pino Center for Entrepreneurship at Florida International University. The Company
believes that Mr. Frank's consulting and entrepreneurial experience brings significant value to our management team.

 Mitchell Chupak became a director in December,
2020 to fill a vacancy created by the resignation of Jordi Arimany. Mitchell Chupak has resided in Israel since 1972, where since 1997,
he has been the Director of Development for the Jaffa Institute, the largest not for profit social service agency serving southern portions
of Tel-Aviv-Jaffa, Israel and its suburbs. During his over 25 years at the Jaffa Institute, Mr. Chupak has grown the organization extensively
and is responsible for development of major social services, educational and community projects for which he secured millions of dollars
in funding. He developed funding sources worldwide and enlisted the aid of major donors in the United States, Canada, Europe, Australia,
and South America.

 In 2005, Mr. Chupak created the Israel Fundraisers
Forum to assist other non-profit organizations better understand methods of fundraising. The forum, with which he has been associated
since its founding, promotes professionalism in fundraising and development and assists both organizations and individual fundraisers
to improve methods of the profession.

 We believe that Mr. Chupak's spectrum of experience in both management
and funding will add value our board of directors.

 Terms of Office

 Our directors are appointed for a one-year term to
hold office until the next annual meeting of our stockholders and until a successor is appointed and qualified, or until their removal,
resignation, or death. Executive officers serve at the pleasure of the board of directors.

 Board Committees

 Two of our three directors are "independent"
within the scope of the rules adopted by the NASDAQ Stock Market and the SEC: Ms. Schwarz and Mr. Chupak. However, our board of directors
does not currently have an audit committee, a compensation committee, or a corporate governance committee. We plan to establish such committees
in the near future.

 Board of Directors Role in Risk Oversight

 Members of the board of directors have periodic meetings
with management and the Company's independent auditors to perform risk oversight with respect to the Company's internal control
processes. Our board is currently comprised of a majority of independent directors. The Company believes that the board's role in
risk oversight does not materially affect the leadership structure of the Company.

 Code of Ethics

 We adopted a Code of Business Conduct and Ethics (the
"Ethics Code") on February 28, 2013 that includes provisions ranging from conflicts of interest to compliance with all applicable
laws and regulations. All officers, directors and employees are bound by the Ethics Code, violations of which may be reported to any independent
member of the board of directors.

 Insider Trading Policy

 The Company has adopted an insider trading policy
that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider
trading policy is filed as Exhibit 14.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition,
with regard to the Company's trading in its own securities, it is the Company's policy to comply with the federal securities
laws and the applicable exchange listing requirements.

 Item 11. Executive Compensation

 Summary Compensation Table

 The table below summarizes all compensation awarded
to, earned by, or paid to our Chief Executive Officer and acting Chief Financial Officer, who is our sole executive officer, for the years
ended December 31, 2024 and December 31, 2023.

 SUMMARY
COMPENSATION TABLE

 Name and principal position

 Year

 Salary ($)

 Bonus

 ($)

 Stock

 Awards

 (#)

 Option

 Awards

 (#)

 Non-Equity

 Incentive Plan

 Compensation($)

 Nonqualified

 Deferred

 Compensation Earnings ($)

 All Other

 Compensation

 ($)

 Total ($)

 Craig

 Frank

 CEO/Acting

 CFO

 2024

 $300,000

 4,000,000

 $300,000

 (1)

 2023

 $300,000

 1,500,000

 (3)

 $300,000 (2)

 (1)

 Mr. Frank's compensation for 2024 was a total of $122,250 paid in cash and $77,750 in accruals.

 (2)

 Mr. Frank's compensation for 2023 was a total of $194,273 paid in cash and $105,727 in accruals.

 (3)

 Represents "restricted " shares of our common stock valued at $0.04 per share.

 Mr. Frank's compensation was paid to The Tudog Group,
Inc., of which Mr. Frank is the Chairman and a principal.

 Employment and Consulting Agreements

The Company is currently not a party to any employment agreement with its executive officers. The Company compensates Craig Frank, its
Chief Executive Officer and acting Chief Financial Officer, for his services at the rate of $25,000 per month through a consulting arrangement
with Tudog International Consulting (" Tudog ") of which firm Mr. Frank is Chairman and a Principal. Due to the liquidity
of the Company, the monthly payments to Tudog accrue and are paid subject to available cash flow.

 Outstanding Equity Awards at Fiscal Year-End

 None.

 Compensation of Directors

 Our non-employee directors are compensated with
the issuance of restricted common stock in amounts determined annually by the board of directors. During the year ended December 31, 2023,
no shares were issued to our Directors. In 2024 we issued to both Carrie Schwarz(who resigned as a director in April 2025) and Mitchell
Chupak (our two non-employee directors) 1,000,000 shares of restricted stock each for their work in 2023 and through August 31, 2024.

 2022 Equity Incentive Stock Plan

 In 2022 we adopted a new equity incentive plan (the
2022 Equity Incentive Plan) as our prior plan expired in 2021

 Our 2022 Incentive Stock Plan, as amended (the "Plan")
provides for equity incentives to be granted to our 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 Plan, restricted stock awards, other stock- based awards, or any combination of the foregoing. The Plan is
administered by the board of directors.

 As of December 31, 2024 awards covering 4,550,000
shares have been issued under the Plan and 450,000 shares of common stock were available for issuance under the Plan.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 The following table sets forth the beneficial ownership
of our common stock by each director and executive officer, by all directors and executive officers as a group and by each other person
known by us to beneficially own 5% or more of our common stock as of the date of this Annual Report. The address of each such person is
c/o the Company21218 St. Andrews Blvd., #300, Boca Raton, FL 33433.

 Name and Address of Beneficial Owner and Directors and Executive officers:

 Number of Shares of Common Stock

 Number of Shares of Preferred Stock

 Percentage of common shares

 Number of shares of common stock-Diluted

 Percentage of common shares-Diluted

 Craig Frank (1) (2)

 6,113,345

 14.71
 %

 19,970,956

 28.82
 %

 Mitchel Chupak

 1,350,601

 —

 3.25
 %

 1,350,601

 1.95
 %

 All directors and executive officers, as a group (two persons) (1) (2)

 7,463,946

 17.96
 %

 21,321,557

 30.77
 %

 Other 5% or greater stockholders:

 RLH Financial Partners, Inc

 4,000,000

 9.62
 %

 17,857,611

 25.77
 %

 CEDE & CO

 8,860,806.00

 —

 21.31
 %

 8,860,806

 12.79
 %

 CITY VIEW WINERY LLC

 2,500,000.00

 —

 6.01
 %

 2,500,00.00

 3.61
 %

 Sharon C Jones

 2,166,668.00

 —

 5.21
 %

 2,166,668

 3.13
 %

 Craig Frank

 1,903,060.00

 —

 4.58
 %

 1,903,060

 2.75
 %

 Ilan Sarid

 1,533,131.00

 —

 3.69
 %

 1,533,131

 2.21
 %

 Total shares outstanding (TB)

 41,572,835

 Total shares-diluted

 69,288,058

 Diluted shares for 20 PS (Craig Frank)

 13,857,611

 Diluted shares for 20 PS (RLH)

 13,857,611

 * Less than 1%

 1.

 includes shares beneficially owned by Tudog and Drora Frank, Mr. frank's spouse.

 2.

 Includes 13,857,611 shares of common stock issuable upon conversion of 20 shares of our Series D Convertible Preferred Stock held by Mr. Frank, which shares vote on an "as converted" basis.

 3.

 Includes 13,857,611 shares of our common stock issuable upon conversion of 20 shares of our Series D Convertible Preferred Stock held by RLH Financial Partners, Inc. which shares vote on an "as converted" basis.

 Securities Authorized for Issuance
under Equity Compensation Plans

 Plan category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available
 for future insurance under equity compensations plans

 (excluding securities reflected in column (a))

 Equity compensation plans approved by security holders

 0 shares (1)

 n/a

 450,000 shares

 Equity compensation plans not approved by security holders

 0 shares

 n/a

 Item 13. Certain Relationships and Related Transactions,
and Director Independence.

 Related Party Transactions

 None.

 Review, Approval and Ratification of Related Party
Transactions

 Given our small size and limited financial resources,
we have not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officers,
directors and significant stockholders. However, all such matters are approved by our independent directors as well as the board of directors
as a whole prior to implementation.

 Item 14. Principal Accountant Fees and Services.

 Audit and Accounting Fees

 The following is a summary of the fees billed to us
for professional services (a) for the years ended December 31, 2024 and 2023 by M&K CPAS, PLLC our independent public registered accounting
firm and by L&L CPAS PA., our Outsource CFO and Accounting Services firm.

 MKA CPA Fees (Auditor)

 2024

 2023

 Audit fees

 $

 45,000

 $

 40,425

 Audit-related fees

 -0-

 -0-

 Tax fees

 -0-

 -0-

 All other fees- quarterly reviews (3 quarters)

 $

 $

 22,050

 $

 62,475

 $

 62,475

 Audit fees consist of billings for the audit of the
Company's consolidated financial statements included in our Annual Reports on Form 10-K and reviews of the consolidated financial
statements included in the Company's Quarterly Reports on Form 10-Q.

 The Company does not have an Audit Committee. It is
the Company's policy to have its Chief Executive Officer preapprove all audit and permissible non-audit services provided by the
independent public accountants, subject to approval by the board of directors.

 These services may include audit, audit-related, tax
and other services. Pre-approval is generally for up to one year, is detailed as to the particular service or category of services and
is generally subject to a specific budget. Unless there are significant variations from the pre-approved services and fees, the independent
public accountants and management generally are not required to formally report to the Board of Directors regarding actual services and
related fees.

 L&L Fees (Outsource CFO and Accounting Services)

 2024

 2023

 Bookkeeping and Accounting fees (12 months)

 $

 $

 Preparation of quarterly reports for Auditor review in conjunction with submission of financials to SEC

 $

 $

 $
 48,000

 $
 48,000

 Outsource CFO and Accounting Fees consist of preparation
of the consolidated financial statements of Kaya Holdings, Inc. and its subsidiaries, which comprise the following:

 1.
 Preparation of the balance sheets for four quarters of year ended 12.31.24 and 12.31.23, respectively, and the related statements
of income, retained earnings, and cash flows for the year then ended and the related notes to the financial statements.

 2.
 Bookkeeping services for the years ended 12.31.24 and 12.31.23, respectively,

 3.
 Preparation and filing of quarterly state sales tax returns.

 4.
 Other accounting matters for the years ended 12.31.24 and 12.31.23, respectively,

 PART
IV

 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 Firms

 •

 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 (2)

 31.1

 Section 302 Certification (2)

 32.1

 Section 906 Certification (2)

 (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)

 Filed herewith.

 + Management compensation
arrangement.

 Item 16. Form 10-K Summary.

 None.

 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: April 16, 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)

 April 16, 2025

 /s/ Mitchel Chupak

 Director

 April 16, 2025

 Mitchel Chupak

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Reports of Independent Registered Public Accounting Firm (FIRM ID: 2378)

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

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

 Consolidated 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.

 Derivative 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 Houston, TX

 April
29, 2025

 F- 1

 Consolidated Balance Sheets

 December 31, 2024 and 2023

 ASSETS

 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 Assets

 28,771

 40,479

 Total non-current assets

 148,431

 118,901

 Total assets

 $
 216,369

 $
 215,856

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 Accounts payable and accrued expense

 $
 631,963

 $
 589,085

 Accounts payable and accrued expense-related parties

 869,864

 514,972

 Accrued interest

 59,246

 2,369,015

 Right-of-use liability - operating lease

 30,885

 Taxable Payable

 902,166

 899,344

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

 135,000

 125,000

 Notes payable

 9,312

 124,312

 Derivative liabilities

 2,497,275

 2,752,321

 Total current liabilities

 5,157,400

 7,404,934

 NON-CURRENT LIABILITIES:

 Accrued expense-related parties

 Accrued interest, non-current

 2,945,861

 —

 Notes payable

 61,608

 Notes payable-related party

 Convertible 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 liabilities

 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

 Consolidated 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

 Operating loss

 ( 2,022,028
)

 ( 1,022,745
)

 Other income (expense):

 Interest 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

 Net income from continuing operations before income taxes

 ( 2,060,111
)

 1,499,926

 —

 —

 Net income (loss) - from continued operations

 ( 2,060,111
)

 1,499,926

 Net Income (loss) from discontinued operations before tax

 ( 154,076
)

 159,892

 Provision for income taxes on discontinued operations

 ( 8,365
)

 ( 23,327
)

 Net income (loss) - from discontinued operations

 ( 162,441
)

 Net income (loss)

 ( 2,222,552
)

 1,636,491

 Net income (loss) attributed to non-controlling interest

 ( 141,696
)

 Net income (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

 Consolidated Statements of Comprehensive Income(Loss)

 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

 Consolidated Statements of Stockholders' Deficit

 For the years ended December 31, 2024 and 2023

 Additional Paid-in Capital

 Accumulated Deficit

 Accumulated Comprehensive Loss

 Noncontrolling Interest

 Total Stockholders' Deficit

 Preferred Stock - Series C

 Preferred Stock - Series D

 Common Stock

 Treasury Stock

 Subscription Payable

 Shares

 Shares

 Shares

 Shares

 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

 Consolidated 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
)

 Shares issued for services

 127,100

 —

 Shares issued for services - related parties

 627,300

 —

 Shares 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
)

 Accrued interest

 646,662

 609,346

 Accounts payable and accrued expenses

 42,878

 ( 89,375
)

 Accounts payable and accrued expenses - Related Parties

 354,891

 241,782

 Right-of-use liabilities

 ( 120,541
)

 ( 62,080
)

 Deferred 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
)

 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:

 Interest paid

 59,108

 18,582

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

 Shares 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

 —

 Convertible 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 Interest

 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.

 Operating 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.

 Deferred Rent and Tenant Allowances

 Deferred 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

 Deferred 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

 Schedule of fair value assets and liabilities

 Fair Value Measurements at December 31, 2024

 Assets

 Level 1

 Level 2

 Level 3

 Cash

 $ 39,668

 $ -

 $ -

 Total Assets

 39,668

 -

 -

 Liabilities

 Convertible debentures, net of discounts of $ 440,590

 -

 -

 8,564,632

 Derivative liabilities

 -

 -

 2,497,275

 Total liabilities

 -

 -

 11,061,907

 Total

 $ 39,668

 $ -

 $ ( 11,061,907)

 Fair Value Measurements at December 31, 2023

 Assets

 Level 1

 Level 2

 Level 3

 Cash

 $ 29,108

 $ -

 $ -

 Total Assets

 29,108

 -

 -

 Liabilities

 Convertible debentures, net of discounts of $ 742

 -

 -

 7,436,410

 Derivative liabilities

 -

 -

 2,752,321

 Total liabilities

 -

 -

 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.

 Derivative 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:

 •

 Expected 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.

 •

 Expected 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.

 •

 Expected 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:

 •

 Expected 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.

 •

 Expected 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.

 •

 Expected 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.

 Consolidated
Statements of Operations

 Schedule 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

 Operating expenses:

 Salaries and wages

 132,031

 209,433

 General and administrative

 36,648

 127,190

 Total operating expenses

 168,679

 336,623

 Operating 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
)

 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:

 Schedule of property, plant and equipment

 December 31,

 December 31,

 2024

 2023

 Vehicle

 $

 $

 Computers

 30,713

 30,713

 Machinery and Equipment

 55,067

 55,067

 Furnitures and Fixture

 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:

 Schedule of accounts payable and accrued expenses

 December
 31, 2024

 Accounts payable

 586,824

 561,551

 Accrued 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

 Schedule of of convertible debt

 Convertible Debt Summary

 Debt Type

 Debt Classification

 Interest 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)

 Convertible Debt, Net of Discounts

 $ 8,564,632

 $ 7,436,410

 Convertible Debt, Net of Discounts, Current

 $ 135,000

 $ 125,000

 Convertible 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

 Schedule of nonconvertible debt

 December
 31, 2024

 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:

 Schedule
 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

 Operating 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.

 Schedule
 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

 $

 Schedule
 of operating lease assets and liability

 Operating 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

 Operating 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.

 Schedule 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

 Interest 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

 —

 —

 —

 —

 Net income (loss) from discontinued operations

 ( 162,441
)

 Net income (loss) attributed to non-controlling interest

 ( 141,696
)

 Consolidated 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:

 Schedule of deferred tax asset

 Year Ending December 31, 2024

 Year Ending December 31, 2023

 Deferred 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