KwikClick Inc. Form 10-K

 false 2023 FY 0001884164

 2023-06-30

 2024-04-15

 2023-10-01

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 KWIK:SoftwareLicensingMember

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 KWIK:FredCooperMember
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 2022-09-01
 2022-09-30

 2022-07-01
 2022-08-31

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 2022-06-01

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 2022-05-01
 2022-05-31

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 2022-05-01
 2022-05-31

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 2022-05-01
 2022-05-31

 KWIK:MattWilliamsMember

 2021-12-30

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 2022-04-01
 2022-04-30

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 2021-01-01

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 2020-01-01
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 2022-07-30
 2022-07-31

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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

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

 EXCHANGE ACT OF 1934

 For the fiscal year ended December 31,
2023

 TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE

 SECURITIES EXCHANGE ACT OF 1934

 Commission file number: 000-56349

 KwikClick, Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 95-4463033

 (State or other jurisdiction of incorporation or organization)

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

 585 West 500 South Suite 130

 Bountiful, Utah

 84010

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code:

 Tel: ( 385) 301-2792

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

 Title of each class

 KWIK

 OTCQB

 None

 None

 None

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

 Common Stock, par value $0.0001 per share

 ________________________

 (Title of Class)

 Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined by Rule 405 of the Securities Act.

 Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

 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.

 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 (§232.405 of this chapter) during the
preceding 12 months.

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging
growth company, indicate by 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.

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

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

 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 is a shell company (as
defined in Rule 12b-2 of the Act).

 The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Company, based on the closing price of the shares of common stock on The Over the Counter
Venture Market ("OTCQB") as of June 30, 2023 was $ 30,498,980. As of April 15, 2024, the registrant had 153,148,706 shares
of its Common Stock outstanding.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative And Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 Cautionary Note Regarding Forward-Looking Statements

 This Annual Report on Form 10-K for the fiscal
year ended December 31, 2023 (the "Form 10-K") contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations,
estimates, forecasts and projections about future events only as of the date of this Form 10-K, and are not statements of historical fact.
We make such forward-looking statements pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. These statements are often identified by the use of words such as "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "plan," "project,"
"will," "would" or the negative or plural of these words or similar expressions or variations. Such forward-looking
statements and forward-looking information are subject to a number of risks, uncertainties, assumptions and other factors that could cause
actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements
or forward-looking information. Factors that could cause or contribute to such differences include, but are not limited to, those identified
in this Form 10-K, and in our other SEC public filings. Therefore, these forward-looking statements are not guarantees or promises of
our future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict. As a result, our actual
outcomes and results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance
on any of these forward-looking statements. Further, any forward-looking statement speaks only as of the date hereof, unless it is specifically
otherwise stated to be made as of a different date. We undertake no obligation to further update any such statement, or the risk factors
described in Item 1A under the heading "Risk Factors," to reflect new information, the occurrence of future events or circumstances
or otherwise.

 ITEM 1. BUSINESS.

 KwikClick, Inc., (the Company) was organized pursuant
to the laws of the State of Delaware on November 16, 1993. Beginning in 2020, the Company commenced its KwikClick business operations
to allow sellers to make products or services available on the KwikClick platform, at Kwik.com, offering a self-determined discount on
goods or services in exchange for exposure and substantially increased sales volume.

 Competition

 We directly or indirectly
compete with online resellers across the Internet. Many of the resellers and companies have far greater financial, human, and technological
resources that make competition with them a serious challenge for our company. We compete with "affiliate marketing", which
is a structure where influencers earn a percentage of sales by promoting products from others. Affiliate marketers can select a product
that they have an affinity with, promote it to others, and earn a profit for each sale that they make. Like the KwikClick system, affiliate
marketing allows for passive income, meaning the seller or influencer makes money even at times when the seller or influencer is not actively
doing anything.

 We also compete with companies
that sell software and services to small businesses, enabling sellers to sell from their own website or otherwise run their business independently
of our platform. We also compete with retailers for the attention of the buyer. A buyer has the choice of shopping with any online or
offline retailer, whether large marketplaces or national retail chains or local consignment and vintage stores or other venues or marketplaces.
The KwikClick platform will compete directly with shopping platforms such as Etsy, Wish, Amazon, Shopify and other e-commerce platforms
where independent sellers may create their own shop or re-selling environment. To the degree KwikClick will offer a similar platform,
direct competition exists. KwikClick may also be complimentary to each of these platforms as KwikClick may license the use of the
app to store owners to offer commissions for referral marketing of influencers on Etsy, Amazon, etc. This licensing function may expand
the revenue of KwikClick.

 KwikClick also competes with
the network marketing industry from a compensation standpoint earned from the sale of products. But unlike network marketing, the
enrollment, recruiting, and the exclusive selling of specific products is not required in KwikClick making the earning of commissions
potentially more likely. We intend to target representatives of network marketing companies who may choose to use the KwikClick platform
to market to their network.

 KwikClick will also compete
with the social networking sites such as Facebook, TikTok, Byte, WeChat, Twitter, Instagram, etc. Finally, KwikClick will compete
with common interest social platforms such as dating, and business networking sites.

 Intellectual Property

 Protection of our technology
and intellectual property is an important component of our success. We rely on intellectual property laws, including patent, trade secret,
copyright, and trademark laws in the United States. We also use confidentiality procedures, defensive licensing and acquisitions, non-disclosure
agreements, invention assignment agreements, and other contractual rights to protect us and our intellectual property. We file patents
and register domain names and trademarks in the United States. We rely upon unregistered copyrights and common law protection for certain
trademarks.

 Trademarks

 The Company owns the URLs
"kwik.com" and "kwikclick.com." which provide websites for connecting sellers with buyers; business consultancy;
business sales management and marketing consulting services.

 Patents

 Several patent applications
have been filed by, or on behalf of, the Company which have the strategic purpose of to protect the Company's "first-mover"
advantage and to hinder and/or exclude competing "me-too" products and reduce or deter industry competition. Recently,
the Company has been granted five patents with the remainder currently pending approval. Furthermore, we may provide licensing to markets
and products where we do not wish to directly operate. We have filed applications with the United States Patent and Trademark Office in
connection with 35 inventions that we believe cover the base technology for our "single product tree" direct sales marketing
method and many derivative inventions covering the related value chain. We believe that the inventions for which we seek patent protection
span our unique KwikClick platform's various applications. Areas covered include using social media plug-ins for enhanced marketing, motivating
and growth techniques, product ratings and recommendations, attaching KwikClick to other companies with direct sales compensation structures
and other marketing portal connections such "as seen on TV" sales. We are also seeking protections for inventions covering all
aspects of AI/ML processing, security systems, and the "Hyperlink Data structure and messaging system," which we see as a foundation
of using our wave compensation system.

 We believe that the patent
portfolio that we seek to be innovative. We believe that our founder's experience in working with direct sales compensation programs
and system designs has been important to our current portfolio.

 We anticipate that Mr. Cooper will continue to
develop other inventions in our space. In addition to our pending patent portfolio, we catalogued many trade secrets as well, to
further enhance the portfolio, which may hinder other parties' ability to reverse engineer our system. We believe that our portfolio
will provide us with protection from competitors who attempt to copy our innovations. There is no assurance, however, as to whether or
when the pending patent applications will result in the award of additional patents.

 Government Regulation

 As with any company operating
on the internet, we are subject to a growing number of local, national, and international laws and regulations. These laws are often complex,
sometimes contradict other laws, and are frequently changing. Compliance is costly and can require changes to our business practices and
significant amounts of management time and focus. Laws may be interpreted and enforced in different ways in various locations around the
world, posing a significant challenge to our global business. For example, federal and state laws in the United States, and other national
laws govern the processing of payments, consumer protection, and the privacy of consumer information; other laws define and regulate unfair
and deceptive trade practices. Still other laws dictate when and how sales or other taxes must be collected. Laws of defamation apply
online and vary by country. The growing focus on data privacy and regulation of e-commerce worldwide could impose additional compliance
burdens and costs on us or on sellers and could subject us to significant operational costs for internal compliance and risk to our business.
In addition, some of these requirements may introduce friction into the buying and selling experience on our platform and may impact the
scope and effectiveness of our marketing efforts, which could negatively impact our business and future outlook. Additionally, in the
event that we ever operate internationally, we will need to comply with various laws associated with doing business outside of the United
States, including anti-money laundering, sanctions, anti-corruption, and export control laws. Non-compliance with any applicable laws
and regulations could result in penalties or significant legal liability. See "Risk Factors — Regulatory, Compliance,
and Legal Risks."

 ITEM 1A. RISK FACTORS.

 Our business is subject to numerous risks and
uncertainties. These risks and uncertainties may cause our operations to vary materially from those contemplated by our forward-looking
statements. These risk factors include:

 RISK FACTORS RELATING TO OUR COMPANY AND OUR
STOCK

 We are a developing company any only recently
started generating revenue.

 We are not an established company. We currently
generate only small amounts of revenue from platform operations. Prior to that, our activities were substantially limited to development
activities. Even though we have designed our platform, done much of the development and intellectual property protection work, we currently
do not have a meaningful share of our market.

 Our balance sheet is weak, and we lack liquidity

 Our balance sheet is weak. There is no guarantee
that we can obtain the funding needed for our operations and for acquisitions on acceptable terms, if at all, and neither our directors,
officers, nor any third-party is obligated to provide any financing. A failure to pay our expenses when they become due and payable could
materially adversely affect our Company and the trading price of our common stock.

 We may not be profitable in the future

 We have not been profitable during any of our
years of operation. We face many risks that could prevent us from achieving profits in future years as well. There is no assurance that
we will be profitable in the future. There is no assurance that any business that we develop, or acquisition we make, will be profitable.
A failure to achieve profitability could materially adversely affect our Company and the trading price of our common stock.

 Our common stock lacks a meaningful public
market

 At present, only a limited market exists for our
common stock and there is no assurance that a regular trading market will develop and if developed, that it will be sustained. An owner
of our common stock may, therefore, be unable to sell our common stock should he or she desire to do so. Or, if an owner of our common
stock decides to sell our common stock, such sales could drive the price of our common stock significantly lower. Furthermore, it is unlikely
that a lending institution will accept our common stock as pledged collateral for loans. This lack of liquidity could materially adversely
affect our Company and the trading price of our common stock.

 Our common stock may never be listed on a national
exchange

 Our common stock has been listed on the OTCQB
exchange. It should not be assumed listing requirements under this or other exchanges will be maintained, including but not limited to
requirements associated with maintenance of a minimum net worth, minimum stock price, and ability to establish a sufficient number of
market makers.

 Our common stock may be considered a "penny
stock" and may be difficult to trade

 The U.S. Securities and Exchange Commission ("SEC")
has adopted regulations which generally define "penny stock" to be an equity security that has a market or exercise price
of less than $5.00 per share, subject to specific exemptions. The market price of our common stock may be less than $5.00 per
share and, therefore, may be designated as a "penny stock" according to SEC rules. This designation requires any broker or
dealer selling these securities to disclose certain information concerning the transaction, to obtain a written agreement from the purchaser,
and to determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers
or dealers to sell our common stock and may adversely affect the ability of investors to sell our common stock and may materially adversely
affect our business and the trading price of our common stock. For example, many brokers refuse to clear or trade in penny stocks. As
part of a settlement with the SEC in September 2019, COR Clearing, a large clearing firm in the U.S., agreed to exit a key penny stock
clearing business by significantly limiting the sale of penny stocks deposited at COR.

 Our common stock lacks institutional or analyst
support

 Our Company lacks institutional support. In addition,
investment banks with research capabilities do not currently follow our common stock. This lack of institutional or analyst support lessens
the trading volume and general market interest in our common stock and may adversely affect an investor's ability to trade a significant
amount of our common stock. This lack of institutional or analyst support could materially adversely affect our Company and the trading
price of our common stock.

 The public float of our common stock is small

 The public float of our common stock is small,
which may limit the ability of some institutions to invest in our common stock. This lack of liquidity could materially adversely affect
our Company and the trading price of our common stock.

 The trading price of our common stock may be
volatile and could drop quickly and unexpectedly

 The stocks of micro-cap and small-cap companies
have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the
companies involved. These factors include macro-economic developments in North America and globally, and market perceptions of the attractiveness
of particular industries. This volatility could materially adversely affect our Company by making it more difficult to raise capital
or complete acquisitions. In addition, securities class-action litigation often has been brought against companies following periods
of volatility in the market price of their securities. Our Company may in the future be the target of similar litigation. Securities
litigation could result in substantial costs and damages and divert our management's attention and resources away from our business.
For these reasons and others, quick and unexpected drops in the trading price of our common stock are likely from time to time. Volatility
in our common stock price could materially adversely affect our Company and the trading price of our common stock.

 We have only recently commenced generating
revenue. It may be difficult to predict our financial performance because our quarterly operating results may fluctuate

 We have only recently commenced generating revenue.
Our revenue and operating results may vary significantly from quarter to quarter due to a variety of factors, some of which may be
beyond our control. Factors that may affect our quarterly operating results, especially if our revenues increase, may include, but
are not limited to, the following: (1) fluctuations in customer demand for our products and services; (2) the timing and nature
of future sales transactions and the accounting treatment with respect to customer contracts; (3) the timing and nature of future capital
raises and acquisitions; (4) the introduction of (new) products or services and the market responses to those introductions; (5)
customer budgetary pressures and the timing of availability of funding for purchases, or delays in processing or making payments for products
or services that have been delivered; (6) changes in pricing policies or service offerings; (7) changes in the level of administrative
costs, sales, marketing and other operating expenses to support future growth; (8) fluctuations in the cost of marketing and advertising;
(9) competitive factors; (10) fluctuations in our common stock price which may impact the amount of stock-based compensation expense
we are required to record; (11) possible impairments of the recorded amounts of goodwill, intangible assets, or other long-lived assets;
(12) the timing and amount of expenses associated with future litigation or restructuring activities; (13) new accounting pronouncements,
or new interpretations of existing accounting pronouncements, that impact the manner in which we account for, measure or disclose our
results of operations, financial position or other financial measures; (14) deterioration in the credit quality of our accounts receivable;
(15) disputes or disagreements with our customers; (16) changes in our customers' strategies, budgets or priorities for developing,
acquiring, deploying, or evaluating software or other technology; (17) new software or other technologies; (18) changes in laws, rules
and regulations; (19) changes in our effective income tax rate; (20) costs related to the development or acquisition of software, other
technology, or businesses; (21) increases in the costs of software licenses or other intellectual property-related costs; and (22) general
economic conditions.

 Consequently, period-to-period comparisons of
our results of operations will not necessarily be meaningful, and you should not rely on period-to-period comparisons of our results of
operations as an indication of our future performance. Our results of operations may fall below the expectations of acquisition candidates,
of research analysts (if any), of investors, or of our own forecasts in some future periods, which may have a material adverse effect
on our Company and the trading price of our common stock.

 We are adversely affected by the difficult
economy and by turmoil in the financial markets

 Businesses are materially adversely affected by
periods of significant economic slowdown or recession, fears of inflation or deflation, rising interest rates, declining demand for our
products or our clients' products, or a public perception that any of these events are occurring or may occur, which could adversely
affect our revenues, results of operations, and cash flow. In addition, as to our acquisition strategies, the capital and credit markets
have been experiencing, and continue to experience volatility and disruption. Current national and global financial and business conditions
have been very difficult, and numerous financial institutions and businesses either have gone into bankruptcy or have had to be rescued
by governmental authorities. Access to financing has been negatively impacted by both sub-prime mortgages and the liquidity crisis affecting
the asset-backed commercial paper market. Credit remains tight. In many cases, the markets have exerted downward pressure on stock
prices and credit capacity for certain issuers. These factors could materially adversely affect our Company and the trading price of our
common stock.

 We may not be able to raise needed capital

 We need to raise substantial amounts of additional
capital both for organic growth and for acquisitions. In addition, our aggregate future capital requirements are uncertain. The amount
of capital that we will need in the future will depend on many factors that we cannot predict with any certainty, including the market
acceptance of our products and services; the levels of promotion and advertising that will be required to launch our new products and
services and achieve and maintain a competitive position in the marketplace; our business, product, capital expenditures and technology
plans, and product and technology roadmaps; technological advances; our competitors' responses to our products and services; our
pursuit of mergers and acquisitions; and our relationships with our customers.

 We cannot provide assurance that we will be able
to raise the needed capital on commercially acceptable terms, or at all. Delay, disruption, or failure to obtain sufficient financing
may result in the delay or failure of our business plans. Our inability to raise sufficient capital on commercially acceptable terms,
or at all, could have a material adverse effect on our Company and the trading price of our common stock.

 Our common stock is expected to be subject
to significant dilution as a result of fund raising and issuance of employee, director and consultant incentive shares

 We intend to raise money and incentivize employees,
directors and consultants by issuing shares of our common stock. We are likely to issue significant numbers of shares of our common
stock, or options, warrants, or other securities convertible into shares of our common stock, as a portion of the consideration for acquisitions.
We are also likely to issue significant numbers of shares, options and/or warrants to our officers and directors. Such transactions may
significantly increase the number of outstanding shares of our common stock and may be highly dilutive to our existing Stockholders. In
addition, the securities that we issue may have rights, preferences or privileges senior to those of the holders of our outstanding common
stock. If millions of options and warrants were to be exercised, the number of outstanding shares of our common stock would increase significantly.
 All of the foregoing stock issuance and resulting dilution of investor shares could have a material adverse and downward effect
on our Company and the trading price of our common stock.

 Raising capital by selling our common stock
is difficult to accomplish

 Selling equity can be difficult to accomplish
for companies that are not traded on national exchanges such as Nasdaq or New York Stock Exchange, particularly for companies in the development
stage. Our common stock is only traded on the over the counter "OTC" market. This difficulty caused by our OTC market status
may make future acquisitions either unlikely or too difficult and expensive. This could materially adversely affect our Company and the
trading price of our common stock.

 Raising capital by selling our common stock
could be expensive

 If we were to raise capital by selling common
stock or securities convertible into common stock, it could be expensive. We may be required to pay broker and other fees equal to 7%-10%,
or more, of the gross sales proceeds, raised, in addition to legal, accounting and other fees and expenses. In addition, when it becomes
known within the investment community that an issuer is seeking to raise equity capital, it is common for the common stock of that issuer
to be sold off in the market, lowering the trading price of the issuer's common stock in advance of the pricing of the issue. This
could make raising capital by selling equity securities significantly more expensive and could materially adversely affect the trading
price of our common stock.

 Debt financing is difficult to obtain

 Debt financing is difficult to obtain in the current
credit markets. This difficulty may make future acquisitions either unlikely or too difficult and expensive. This could materially adversely
affect our Company and the trading price of our common stock.

 Raising capital by borrowing could be risky

 If we were to raise capital by borrowing to fund
our operations or acquisitions, it could be risky. Borrowing typically results in less dilution than in connection with equity financings,
but it also would increase our risk, in that cash is required to service the debt, ongoing covenants are typically employed which can
restrict the way in which we operate our business, and if the debt comes due either upon maturity or an event of default, we may lack
the resources at that time to either pay off or refinance the debt, or if we are able to refinance, the refinancing may be on terms that
are less favorable than those originally in place, and may require additional equity or quasi-equity accommodations. These risks could
materially adversely affect our Company and the trading price of our common stock.

 Our financing decisions may be made without
Stockholder approval

 Our financing decisions and related decisions
regarding levels of debt, capitalization, distributions, acquisitions, and other key operating parameters, are determined by our board
of directors in its discretion, in many cases without any notice to or vote by our Stockholders. This could materially adversely affect
our Company and the trading price of our common stock.

 We lack investor relations, public relations,
and advertising resources

 We lack the resources to properly support investor
relations, public relations, and advertising efforts. This puts us at a disadvantage with potential acquisition candidates, investors,
research analysts, customers, and job applicants. These disadvantages could materially adversely affect our Company and the trading price
of our common stock.

 Sales of our common stock could cause the trading
price of our common stock to fall

 Sellers of our common stock might include our
existing stockholders who have held our common stock for years and may seek to simultaneously sell their shares of our common stock. Since
the trading volume of our common stock is very low and the amount of our common stock in the public float is very small, any sales or
attempts to sell our common stock, or the perception that sales or attempts to sell our common stock could occur, could adversely affect
the trading price of our common stock.

 An increase in interest rates may have an adverse
effect on the trading price of our Stock

 An increase in market interest rates may tend
to make our common stock less attractive relative to other investments, which could adversely affect the trading price of our common stock.

 Increases in taxes and regulatory compliance
costs may reduce our revenue

 Costs resulting from changes in or new income
taxes, value-added taxes, service taxes, or other taxes, may not be able to be passed along to clients and consequently may adversely
affect our margins. This could materially adversely affect our Company and the trading price of our common stock.

 We are adversely affected by regulatory uncertainties

 Regulatory uncertainties regarding potential adverse
changes in federal and state laws and governmental regulations materially adversely affect our business, our clients' businesses,
and the trading price of our common stock.

 A small number of stockholders have significant
influence over us

 A small number of our stockholders and members
of our board of directors and management acting together would be able to exert significant influence over us through their ability to
influence the election of directors and all other matters that require action by our Stockholders. The voting power of these individuals
could have the effect of preventing or delaying a change in control of our Company which they oppose even if our other stockholders believe
it is in their best interests. Fred W. Cooper is currently the Chairman of the Board of Directors, Chief Executive Officer and President
and owns 68,918,323 shares. As a result, Fred W. Cooper has substantial influence over our policies and management and at this time has
practical, if not actual, control over the company. We may take actions supported by Fred W. Cooper that may not be viewed by some stockholders
to be in our best interest, or Mr. Cooper could prevent or delay a change in our control which he opposes even if our other stockholders
believe it is in their best interests. This could materially adversely affect our Company and the trading price of our common stock.

 Retaining and attracting directors and officers
may be expensive

 We cannot make any assurances regarding the
future roles of our current directors and chief executive officer. Some of our directors are and will in the future be
involved in other businesses, and are not required to, and do not, commit their full time to our affairs, thereby causing conflicts
of interest in allocating their time between our operations and the operations of other businesses. We have no
employment agreements with any of our existing directors or chief executive officer. Attracting and retaining our directors and
officers may be expensive and may require that we enter into long-term employment agreements, issue stock options, and otherwise
incentivize our directors and officers. The costs of these incentives could materially adversely affect our Company and the trading
price of our common stock.

 We indemnify our directors and officers, and
certain other parties

 Our bylaws specifically limit the liability of
our chief executive officer and directors to the fullest extent permitted by law. As a result, aggrieved parties may have a more limited
right to action than they would have had if such provisions were not present. The bylaws also provide for indemnification of our chief
executive officer and directors for any losses or liabilities they may incur as a result of the manner in which they operated our business
or conducted internal affairs, provided that in connection with these activities they acted in good faith and in a manner which they reasonably
believed to be in, or not opposed to, our best interest. In the ordinary course of business, we also may provide indemnifications of varying
scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not
limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement
claims made by third parties. We may also agree to indemnify former officers, directors, and employees of acquired companies in connection
with the acquisition of such companies. Such indemnification agreements may not be subject to maximum loss clauses. It is not possible
to determine the maximum potential amount of exposure in regard to these obligations to indemnify, due to the limited history of prior
indemnification claims and the unique facts and circumstances involved in each particular situation. Use of our capital or assets for
such indemnification would reduce amounts available for the operations or for distribution to our investors, which could materially adversely
affect our Company and the trading price of our common stock.

 We do not expect to pay dividends

 For the foreseeable future, it is anticipated
that earnings, if any, which may be generated from our operations will be used to finance our growth and that dividends may not be paid
to the holders of our common stock, which may have a material adverse effect on our Company and the trading price of our common stock.

 Our cost of being a publicly traded company
will increase significantly as our business operations expand

 RISK FACTORS RELATING TO THE ONLINE SALES AND
NETWORK BUSINESS

 If we experience a technology disruption or
failure that results in a loss of information, if personal data or sensitive information about members of our community or employees is
misused or disclosed, or if we or our third-party providers are unable to protect against software and hardware vulnerabilities, service
interruptions, cyber incidents, ransomware, security incidents, or security breaches, then members of our community may curtail use of
our platform, we may be exposed to liability or incur additional expenses, and our reputation could suffer.

 Like all online services, we are vulnerable to
power outages, telecommunications failures, and catastrophic events, as well as computer viruses, break-ins, phishing attacks, denial-of-service
attacks, ransomware, and other cyber incidents. Any of these occurrences could lead to interruptions or shutdowns of our platform, loss
of data, or unauthorized disclosure of personal or financial information of our members or employees. As we grow our business, expand
internationally, and gain greater public visibility, we may face a higher risk of being targeted by cyber-attacks. Although we have integrated
a variety of recovery systems, security protocols, network protection mechanisms and other security measures into our systems, networks
and physical facilities, which are designed to protect against, detect and minimize security breaches, including security testing, encryption
of sensitive information, and authentication technology, we cannot assure you that such measures will be adequate to prevent or detect
service interruption, system failure, data loss or theft, or other material adverse consequences, particularly given the increasingly
sophisticated tools and methods used by hackers, organized cyber criminals, and cyber terrorists.

 In addition, in the future we may experience security
breaches because of non-technical issues, including intentional, inadvertent, or social engineering breaches occurring through our employees
or employees of our third-party service providers. In addition, if our employees or employees of our third-party service providers fail
to comply with our internal security policies and practices, member or employee data may be improperly accessed, used, or disclosed.

 Our security and access controls for our systems
may not be adequate, which may heighten the risk of a cyber-attack or security breach. Among other things, our applications, systems,
networks, software and physical facilities could have material vulnerabilities, be breached or the personal or confidential information
that we store could be otherwise compromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently
induce our employees or our members to disclose information or user names and/or passwords, or otherwise compromise the security of our
networks, systems and/or physical facilities. Additionally, employees or service providers may inadvertently misconfigure resources or
misdirect certain communications in manners that may lead to security incidents on which we must then expend effort and expenses to correct.

 Due to the COVID-19 pandemic, as businesses move
to online remote infrastructure for core work, we and our affiliates and sellers may be more vulnerable to cyber-attacks. Cyber-attacks
could also result in the theft of our intellectual property or user data.

 A successful cyber-attack could occur and persist
for an extended period of time before being detected. Because the techniques used by hackers change frequently, we may be unable to anticipate
these techniques or implement adequate preventive measures. In addition, because any investigation of a cybersecurity incident would be
inherently unpredictable, the extent of a particular cybersecurity incident and the path of investigating the incident may not be immediately
clear. It may take a significant amount of time before an investigation can be completed and full and reliable information about the incident
is known. While an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate it, certain errors
or actions could be repeated or compounded before they are discovered and remediated, and communication to the public, regulators, members
of our community, and other stakeholders may be inaccurate, any or all of which could further increase the costs and consequences of a
cybersecurity incident. Applicable rules regarding how to respond, notice to users and reporting to regulators vary by jurisdiction, and
may subject KwikClick to additional liability and reputational harm.

 Our production systems are expected to increasingly
rely on internal technology, along with cloud services and software provided by our third-party service providers. In the event of a
cyber-incident, even partial unavailability of our production systems could impair our ability to serve our customers, manage transactions,
or operate our marketplaces. We intend to implement disaster recovery mechanisms, including systems to back up key data and production
systems, but these systems may be inadequate or incomplete. For example, these disaster recovery systems may be susceptible to cyber-incidents
if not sufficiently separated from primary systems, not comprehensive, or not at a scale sufficient to replace our primary systems. Insufficient
production and disaster recovery systems could, in the event of a cyber-incident, harm our growth prospects, our business, and our reputation
for maintaining trusted marketplaces.

 The costs and effort to respond to a security
breach and/or to mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems
may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, negative publicity,
and other harm to our business and our competitive position. We could be required to fundamentally change our business activities and
practices in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business.

 Cyber-attacks aimed at disrupting our and our
third-party service providers' services have occurred regularly in the past, and we expect they will continue to occur in the future.
If we or our third-party service providers experience security breaches that result in marketplace performance or availability problems
or the loss, compromise, or unauthorized disclosure of personal data or other sensitive information, or if we fail to respond appropriately
to any security breaches that we may experience, people may become unwilling to provide us the information necessary to set up an account
with us. Existing sellers and buyers may stop listing new items for sale, decrease their purchases, or close their accounts altogether.
We could also face damage to our reputation, potential liability, regulatory investigations in multiple jurisdictions, and costly remediation
efforts and litigation, which may not be adequately covered by insurance. Any of these results could harm our growth prospects, our business,
and our reputation for maintaining trusted marketplaces.

 We must rely on the security practices of third-party
service providers, which may be outside of our direct control. Additionally, some of our likely third-party service providers, such as
identity verification and payment processing providers, regularly have access to payment card information and other confidential and sensitive
member data. We may have contractual and regulatory obligations to supervise the security and privacy practices of our third-party service
providers. Despite our best efforts, if these third parties fail to adhere to adequate security practices or experience a cyber-attack
such as a breach of their networks, our members' data may be improperly accessed, used, or disclosed. More generally, our third-party
service providers may not have adequate security and privacy controls, may not properly exercise their compliance, regulatory or notification
requirements, including as to personal data, or may not have the resources to properly respond to an incident. Many of our service providers
have moved to a remote work environment and may, as a result, be more vulnerable to cyber-attacks.

 Our software may contain undetected errors.

 The software underlying our platform is highly
interconnected and complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has
been released. Due to the interconnected nature of the software underlying our platform, updates to parts of our code, third-party code,
and APIs, on which we rely and that maintain the functionality of our marketplaces and business, could have an unintended impact on other
sections of our code, which may result in errors or vulnerabilities to our platform that negatively impact the user experience and functionality
of our marketplaces. In some cases, such as our mobile apps, errors may only be correctable through updates distributed through slower,
third-party mechanisms, such as app stores, and may need to comply with third-party policies and procedures to be made available, which
may add additional delays due to app review and user delay in updating their mobile apps. Any errors or vulnerabilities discovered in
our code after release could also result in damage to our reputation, loss of our community members, loss of revenue, or liability for
damages, any of which could adversely affect our growth prospects and our business.

 Our business, financial performance and growth
depends on our ability to attract and retain an active and engaged community of buyers and sellers.

 Our financial performance will be significantly
determined by our success in attracting and retaining active buyers and active sellers. For example, our revenue is expected to be driven
by the number of active buyers and buyer engagement, as well as the number of active sellers and seller engagement. If we are not successful
in encouraging buyers to return to us and purchase items in our marketplaces more frequently and sellers to list items for sale and use
our services, our financial performance may be negatively impacted.

 Our revenue is expected to be concentrated in
our most active buyers and sellers. If we are unable to attract and retain buyers and sellers who contribute to an active community, our
business, financial performance, and growth could be harmed. The demand for the goods listed in our marketplaces is dependent on consumer
preferences which can change quickly and may differ across generations and cultures, or due to other macro events. If demand for the goods
that our sellers offer declines, we may not be able to attract and retain our buyers and our business could be harmed. If buyers do not
find our platform appealing, whether because of a negative experience, lack of competitive shipping costs, delayed shipping times, inadequate
customer service, lack of buyer-friendly features, declining interest in the nature of the goods offered by our sellers, or other factors,
they may make fewer purchases and they may stop referring others to us. Likewise, if sellers are dissatisfied with their experience on
our platform, or feel they have more attractive alternatives, they may stop listing items in our marketplaces and using our services and
may stop referring others to us. Under any of these circumstances, we may have difficulty attracting new buyers and sellers without incurring
additional expense.

 Our business is expected to depend
on third-party services and technology which we may utilize to maintain and scale the technology underlying our platform
and our business operations.

 Our business operations are expected to be dependent
upon a number of third-party service providers, such as cloud service providers, marketing platforms and providers, and payments and shipping
providers. Any disruption in their services, any failure on their part to deliver their services in accordance with our scale and expectations,
or any failure on our part to maintain appropriate oversight on these third-party providers during the course of our engagement with them,
could significantly harm our business.

 We expect to be unable to exercise significant
oversight over some of these providers, which will increase our vulnerability to their financial conditions and to problems with the services
they provide, such as technical failures, deprecation of key services, privacy or security concerns. Our efforts to update our infrastructure
or supply chain may not be successful as we may not sufficiently distribute our risk across providers or geographies or our efforts to
do so may take longer than anticipated. If we experience failures in our technology infrastructure or supply chain or do not expand our
technology infrastructure or supply chain successfully, then our ability to run our software and platform could be significantly impacted,
which could harm our business.

 Our business is expected to depend
on continued and unimpeded access to third-party services, platforms and infrastructure that we rely upon to maintain and scale
our platform.

 Our sellers and buyers will rely on access to
the internet or mobile networks to access our marketplaces. Internet service providers may choose to disrupt or degrade access to our
platform or increase the cost of such access. Mobile network operators or operating system providers could block or place onerous restrictions
on the ability to download and use our mobile apps.

 Internet service providers or mobile network operators
could also attempt to charge us for providing access to our platform. In addition, we could face discriminatory or anticompetitive practices
that could impede both our and our sellers' growth prospects, increase our costs, and harm our business.

 Outside of the United States, it is possible that
governments of one or more countries may seek to censor content available on our platform or may even attempt to block access to our platform.
If we are restricted from operating in one or more countries, our ability to attract and retain sellers and buyers may be adversely affected
and we may not be able to grow our business as we anticipate.

 In addition, our sellers rely on continued and
unimpeded access to postal services and shipping carriers to deliver their goods reliably and timely to buyers. As a result of the COVID-19
pandemic and other factors, our sellers have experienced increased delays in delivery of their goods. If these shipping delays continue
or worsen, or if shipping rates increase significantly, our sellers may have increased costs, and/or our buyers may have a poor purchasing
experience and may lose trust in our marketplaces, which could negatively impact our business, financial performance, and growth.

 We may be unable to adequately protect our
intellectual property.

 Our intellectual property is an essential asset
of our business. To establish and protect our intellectual property rights, we rely on a combination of trade secret, copyright, trademark,
and patent laws, as well as confidentiality procedures and contractual provisions. The efforts we have taken to protect our intellectual
property may not be sufficient or effective. We generally do not elect to register our copyrights, relying instead on the laws protecting
unregistered intellectual property, which may not be sufficient. We intend to rely on both registered and unregistered trademarks, which
may not always be comprehensive in scope. In addition, our copyrights and trademarks, whether or not registered, and patents may be held
invalid or unenforceable if challenged and may be of limited territorial reach. While we have applied for patent protection with respect
to some of our intellectual property, patent filings may not be adequate alone to protect our intellectual property. From time to time,
we acquire intellectual property from third parties, but these acquired assets, like our internally developed intellectual property, may
be held invalid, be unenforceable, or may otherwise not be effective in protecting our platform. We rely on trade secret protection for
parts of our technology and intellectual property. To the extent we do seek patent protection, any U.S. or other patents issued to us
may not be sufficiently broad to protect our proprietary technologies.

 In addition, we may not be effective in policing
unauthorized use of our intellectual property and authorized uses may not have the intended effect. Even if we do detect violations, we
may need to engage in litigation or licensing to enforce our intellectual property rights. Any enforcement efforts we undertake, including
litigation, could be time-consuming and expensive and could divert our management's attention. In addition, our efforts may be met
with defenses and counterclaims challenging the validity and enforceability of our intellectual property rights or may result in a court
determining that our intellectual property rights are unenforceable. The legal framework surrounding protection of intellectual property
changes frequently throughout the world, particularly as to technologies used in e-commerce, and these changes may impact our ability
to protect our intellectual property and defend against third-party claims. If we are unable to cost-effectively protect our intellectual
property rights, then our business could be harmed.

 STRATEGIC RISKS RELATED TO OUR BUSINESS AND
INDUSTRY

 Our first significant customer base is expected
to be through a group of network marketing companies which are subject to extensive regulation and scrutiny and any failure by these types
of companies to comply with these regulations could materially harm our business, financial condition, and operating results.

 We plan to enter into software license agreements
with a group of network marketing companies making it a potentially significant, if not primary, source of revenue to us. The compensation
practices of these direct-selling organizations are subject to a number of federal, state, and foreign regulations administered by the
FTC and other federal, state, and foreign agencies. Regulations applicable to network marketing organizations generally are directed at
preventing fraudulent or deceptive schemes, sometimes referred to as "pyramid" or "multi-level marketing" schemes,
by ensuring that product sales ultimately are made to consumers and that advancement within an organization is based on genuine demands
and sales of the organization's products rather than investments in the organization or other non-retail sales-related
criteria. For example, in certain foreign countries, compensation to distributors in the direct-selling industry may be limited to a certain
percentage of sales.

 The regulatory requirements concerning network
marketing programs do not include "bright line" rules and are inherently fact-based and, thus, we are subject to the risk
that these regulations or the enforcement or interpretation of these regulations by regulators or courts can change. Regulatory authorities
also periodically review legislative and regulatory policies and initiatives and may promulgate new or revised regulations. For example,
in 2018, the FTC released its nonbinding Business Guidance Concerning Multi-Level Marketing. The adoption of new regulations, or changes
in the interpretations or enforcement of existing regulations, may result in significant compliance costs or require these companies to
change or cease aspects of its network marketing program. In addition, the ambiguity surrounding these regulations can also affect the
public perception of our company and our business. Allegations regarding the legality of network marketing programs have been raised against
many companies in the past, which has often led to intense public scrutiny of the companies and the industry in general. The failure of
network marketing company programs to comply with current or newly adopted laws, rules, and regulations, or any allegations or charges
to that effect brought by federal, state, or foreign regulators, could have a material adverse impact these company's business and
in turn our business.

 We face intense competition and may not be
able to compete effectively.

 Operating e-commerce related platforms or marketplaces
is highly competitive, and we expect competition to increase in the future. To be successful, we need to attract and retain sellers and
buyers. As a result, we face competition from a wide range of online and offline competitors.

 We compete for sellers with marketplaces, retailers
and companies that sell software and services to small businesses. For example, in addition to listing their goods for sale on KwikClick,
KwikClick sellers can list their goods with other online retailers, such as Etsy, Amazon, eBay, Google, or Alibaba, or sell their goods
through local consignment and vintage stores and other venues or marketplaces, including through commerce channels on social networks
like Facebook, Instagram, and TikTok. They may also sell wholesale directly to traditional retailers, including large national retailers,
who discover their goods in our marketplaces or otherwise.

 We also compete with companies that sell software
and services to small businesses, enabling a seller to sell from their own website or otherwise run their business independently of our
platform, or enable them to sell through multiple channels, such as BigCommerce, Wix, and Shopify.

 We compete to attract, engage, and retain sellers
based on many factors, including:

 •
 the value of our brand and its awareness.

 •
 effectiveness of our marketing.

 •
 the intended global scale of our marketplaces and the breadth
of our online presence.

 •
 our intended tools, education, and services, which support a
seller in running their business.

 •
 the number and engagement of buyers.

 •
 our policies and fees.

 •
 the ability of a seller to scale their business; and

 •
 the strength of our seller and buyer community

 In addition, we compete with retailers for the
attention of buyers. A buyer has the choice of shopping with any online or offline retailer, including large e-commerce marketplaces,
such as Etsy, Amazon, eBay, or Alibaba, national retail chains, such as Walmart, or Target, social commerce channels like Instagram or
Facebook, event-driven platforms and vertical experiences like Zola and Wayfair, resale commerce and streaming video commerce sites and
apps, and other venues or marketplaces. Many of these competitors offer low-cost or free shipping, fast shipping times, favorable return
policies, and other features that may be difficult or impossible for our sellers to match. As pandemic-related restrictions on movement
ease, competition may intensify as buyers return to traditional brick and mortar retail stores.

 We compete to attract, engage, and retain buyers
based on many factors, including:

 •
 the breadth and quality of items that sellers list in our marketplaces.

 •
 the value of our platform, its trust and awareness.

 •
 the person-to-person commerce experience.

 •
 customer service.

 •
 our reputation for trustworthiness.

 •
 the effectiveness of our mobile apps.

 •
 ease of payment; and

 •
 the availability and reliability of our platform.

 Many of our competitors and potential
competitors have longer operating histories, greater resources, better name recognition, or more customers than we do. They may
invest more to develop and promote their services than we do, and they may offer lower fees to sellers than we do. Large, widely
adopted platforms may benefit from significant user bases, access to user or industry-wide data, the ability to unilaterally set
policies and standards, and control over complementary services such as fulfillment, advertising or on-platform apps or e-commerce
transactions. To the extent KwikClick and our sellers may rely on these competitors' services, they may unintentionally reduce
our ability to service our users, or intentionally seek to disintermediate the KwikClick platform.

 We believe that it is, and that it should continue
to be, relatively easy for new businesses to create online commerce offerings or tools or services that enable entrepreneurship. However,
as the technology space is increasingly subject to regulation, there is a risk that legislation, and regulatory or competition inquiries,
even if focused on large, widely adopted platforms, may inadvertently impede smaller platforms and small businesses, including us and
our sellers. For example, legislation and inquiries may result in obligations with which only large platforms are situated to comply.
If legislation or inquiries, even if focused on other entities, requires us to expend significant resources in response or results in
the imposition of new obligations, our business and results of operations could be adversely affected.

 Local companies or more established companies
based in markets where we operate outside of the United States may also have a better understanding of local customs, providing them a
competitive advantage. If we are unable to compete successfully, or if competing successfully requires us to expend significant resources
in response to our competitors' actions, our business and results of operations could be adversely affected.

 If the widely adopted mobile, social, search,
and/or advertising solutions that we, our sellers and our buyers rely on as part of our key offering are no longer available or effective,
or if access to these major platforms is limited, the use of our marketplaces could decline.

 Our business model is dependent on widely adopted
third-party platforms to reach our customers, such as popular mobile, social, search and advertising offerings. If we are not able to
deliver a rewarding experience on these platforms, or if our or our sellers' access to these platforms is limited, or if these large
platforms implement features that compete with us or our sellers, then our products and marketing efforts may suffer, and our sellers'
ability to manage and scale their business may be harmed. In addition, we may not be able to deliver a rewarding experience, we may have
limited access to, or we may be unable to invest significant time and resources towards, integration with and offering our services through
new or updated devices, operating system versions, and social networks. If our solutions and integrations are ineffective or unavailable,
then our products and marketing efforts may suffer, and our sellers' ability to manage and scale their business may be harmed. As
a consequence, our sellers may choose to sell elsewhere, and our business may suffer.

 The success of our marketplaces could also be
harmed by factors outside our control, such as actions taken by providers of mobile and desktop operating systems, social networks, or
search and advertising platforms, including:

 •
 policy changes that interfere with, add tolls to, or otherwise
limit our ability to provide users with a full experience of our platform, such as for our mobile apps or social network presence.

 •
 unfavorable treatment received by our platform, especially as
compared to competing platforms, such as the placement of our mobile apps in a mobile app download store.

 •
 increased costs to distribute or use our platform via mobile
apps, social networks, or established search and advertising systems.

 •
 changes in mobile operating systems, such as iOS and Android,
that degrade the functionality of our mobile website or mobile apps or that give preferential treatment to competitive products.

 •
 changes to social networks that degrade the e-commerce functionality,
features or marketing of us or our sellers' shops and products; or

 •
 implementation and interpretation of regulatory or industry standards
by these widely adopted platforms that, as a side effect, degrade the e-commerce functionality, features or marketing of us or our sellers'
shops and products.

 If sellers and buyers encounter difficulty accessing
or using our marketplaces through these widely adopted access providers, our business, financial performance, and growth may be adversely
affected.

 Our marketing efforts to help grow our business
may not be effective.

 Maintaining and promoting awareness of our marketplaces
and services is important to our ability to attract and retain sellers and buyers. One of the key parts of our strategy for the KwikClick
marketplace is to bring more new buyers to the marketplace and create more habitual buyers by inspiring more frequent purchases across
multiple categories and purchase occasions. We continue to conceptualize and develop our marketing strategies, which may not succeed for
a variety of reasons, including our inability to execute and implement our plans.

 Our marketing efforts are expected to include
search engine optimization, search engine marketing, social media, mobile push notifications, and email marketing. If we fail to scale
and deliver an effective return on investment in any of these marketing efforts, it may harm our business.

 We obtain a significant number of visits via search
engines such as Google. Search engines frequently change the algorithms that determine the ranking and display of results of a user's
search or make other changes to the way results are displayed, which can negatively affect the placement of links to our marketplaces
and reduce the number of visits or otherwise negatively impact our marketing efforts.

 We intend to attract customers via visits from
social media platforms such as Facebook, Instagram, and Pinterest. Search engines, social networks, and other third parties typically
require compliance with their policies and procedures, which may be subject to change or new interpretation with limited ability to negotiate,
which could negatively impact our marketing capabilities (including marketing services for our sellers) and revenue. KwikClick-provided
controls for users to limit third-party advertising features, the growing use of online ad-blocking software and technological changes
to browsers and mobile operating systems, may impact the effectiveness of our marketing efforts because we may reach a smaller audience,
fail to bring more buyers, or fail to increase frequency of visits to our platform. In addition, ongoing legal and regulatory changes
in the data privacy sphere, such as the E.U. General Data Protection Regulation ("GDPR") the California Consumer Privacy Act
of 2018 ("CCPA"), and the California Privacy Rights Act of 2020 ("CPRA"), may impact the scope and effectiveness
of marketing and advertising services generally, including those used on our platform.

 We also may seek visits to our platform through
email marketing. If we are unable to successfully deliver emails to our sellers and buyers, if our email subscription tools do not function
correctly, or if our sellers and buyers do not open our emails, whether by choice, because those emails are marked as low priority or
spam, or for other reasons, our business could be adversely affected. As e-commerce, search, and social networking, as well as related
regulatory regimes, evolve, we must continue to evolve our marketing tactics and technology accordingly and, if we are unable to do so,
our business could be adversely affected.

 Some providers of consumer devices, mobile or
desktop operating systems, and web browsers have implemented, or have announced plans to implement, ways to block tracking technologies
which, if widely adopted, could also result in online tracking methods becoming significantly less effective. Similarly, our vendors,
particularly those providing advertising and analytics products and services have, and may continue to, modify their products and services
based on legal and technical changes relating to privacy in ways that could reduce the efficiency of our marketing efforts and our access
to data about use of our platform. Any reduction in our ability to make effective use of such technologies could harm our ability to personalize
the experience of buyers, increase our costs, and limit our ability to attract and retain our sellers and buyers on cost-effective terms.
As a result, our business and results of operations could be adversely affected.

 Enforcement of our marketplace policies may
negatively impact our brand, reputation, and/or our financial performance.

 We intend to develop, maintain and enforce policies
that outline expectations for users while they engage with our services, whether as a seller, a buyer or a third-party. Additionally,
we intend to prohibit a range of items on our marketplaces, including (but not limited to): drugs, alcohol, tobacco, weapons, endangered
animal products, hazardous materials, recalled items, highly regulated items, items violating intellectual property rights of others,
illegal products, pornography, items from federally sanctioned jurisdictions, hateful content, and items that promote or glorify violence.

 We intend to enforce these policies in order to
uphold the safety and integrity of our marketplaces, engender trust in the use of our services, and encourage positive connections among
members of the community. We intend to attempt to enforce these policies in a consistent and principled manner that is transparent and
explicable to stakeholders. However, policy enforcement is a combination of human and technological review. As a result, there could be
errors, it could be subject to different or inconsistent regional consensus or regulatory standards in different jurisdictions, or it
could be perceived to be arbitrary, unclear, or inconsistent. This could lead to negative public perception of our enforcement, distrust
from members, or lack of confidence in the use of our services and could negatively impact our brand reputation. In particular, certain
enforcement decisions, even those we deem necessary for the health and safety of our marketplaces, may be received negatively by stakeholders
or the public. We may choose to limit or prohibit the sale of items in our marketplaces based on our policies, even though we could benefit
financially from the sale of those items. From time to time, we may revise our policies in ways that we believe will enhance trust in
our platform, even though the changes may be perceived unfavorably.

 REGULATORY, COMPLIANCE, AND LEGAL RISKS

 Failure to deal effectively with constantly
evolving fraud or other illegal activity could harm our business.

 We intend to adopt policies and procedures that
are intended to ensure compliance with law, including, for example anti-corruption, anti-money laundering, export control, and trade sanctions
requirements, and we have measures in place to detect and limit the occurrence of fraudulent and other illegal activity in our marketplaces,
however, those policies, procedures, and measures may not always be effective. Further, the measures that we use to detect and limit the
occurrence of fraudulent and other illegal activity must be dynamic and require significant investment and resources, particularly as
our marketplaces increase in public visibility and size. Bad actors constantly apply continually evolving technologies and ways to commit
fraud and other illegal activity, and regulations requiring marketplaces to detect and limit these activities are increasing. Our measures
may not always keep up with these changes. If we fail to limit the impact of illegal activity in our marketplaces, we could be subject
to penalties, fines, other enforcement actions and/or significant expenses and our business, reputation, financial performance, and growth
could be adversely affected.

 We rely upon third-party service providers to
perform certain compliance services. If we or our service providers do not perform adequately, our compliance tools may not be effective,
which could increase our expenses, lead to potential legal liability, and negatively impact our business.

 Our brand may be harmed if third parties or
members of our community use or attempt to use KwikClick as part of their illegal or unethical business practices.

 Our emphasis on our mission and guiding principles
makes our reputation particularly sensitive to allegations of illegal or unethical business practices by our sellers or other members
of our community. We want our seller policies to promote legal and ethical business practices. KwikClick expects sellers to work only
with manufacturers who comply with all applicable laws, who do not use child or involuntary labor, who do not discriminate, and who promote
sustainability and humane working conditions. Although we seek to influence, we do not directly control our sellers, vendors, or other
members of our community or their business practices and cannot ensure that they comply with our policies. If members of our community
engage in illegal or unethical business practices, or are perceived to do so, we may receive negative publicity and our reputation may
be harmed.

 We may be subject to claims that items listed
by sellers in our marketplace are counterfeit, infringing, illegal, harmful or otherwise violate our policies.

 Items listed in our marketplaces may be accused
of infringing upon third-party copyrights, trademarks, patents, or other intellectual property rights. We have intellectual property complaint
and take-down procedures in place to address these communications, and we believe such procedures are important to promote confidence
in our marketplaces, along with both proactive and reactive anti-counterfeiting measures that we intend to use and continue to develop.
We follow these procedures to review complaints and relevant facts to determine the appropriate action, which may include removal of the
item from our marketplaces and, in certain cases, closing the shops of sellers who violate our policies.

 Our procedures may not effectively reduce or eliminate
our liability. Our tools and procedures may be subject to error or enforcement failures and may not be adequately staffed, and we may
be subject to an increasing number of erroneous or fraudulent demands to remove content. In addition, we may be subject to civil or criminal
liability for activities carried out by sellers on our platform, especially outside the United States where laws may offer less protection
for intermediaries and platforms than the United States.

 Under current U.S. copyright laws such as the
Digital Millennium Copyright Act § 512 et. seq., we may benefit from statutory safe harbor provisions that protect us from copyright
liability for content posted on our platform by sellers and buyers, and we rely upon user content platform protections under 47 U.S.C.
§ 230 (commonly referred to as CDA § 230), that limits most non-intellectual property law claims against KwikClick
based upon content posted by users on our platform. However, trademark and patent laws do not include similar statutory provisions, and
limits on platform liability for these forms of intellectual property are primarily based upon court decisions. Similarly, laws related
to product liability vary by jurisdiction, and the liability of marketplace platforms for products and services of sellers, while traditionally
limited, is subject to increasing debate in courts, legislatures, and with regulators. These safe harbors and court rulings, including
analogous ones in other state and international jurisdictions, may change unfavorably. Moreover, changes focused on actions by very large
platforms that perform retailer-like functions may directly or indirectly also impact us, our sellers, buyers and vendors.

 Proposed laws in Europe and the United States
may change the scope of platform liability, and ongoing case law developments may unpredictably increase our liability as a platform for
user activity. In that event, we may be held directly or secondarily liable for the intellectual property infringement, product compliance
deficiencies, consumer protection deficiencies, privacy and data protection incidents, or regulatory issues of our sellers, including
potentially for their conduct over which we have no control or influence.

 Regardless of the validity of any claims made
against us, we may incur significant costs and efforts to defend against or settle them. If a governmental authority determines that we
have aided and abetted the infringement or sale of counterfeit, harmful or unlawful goods or if legal changes result in us potentially
being liable for actions by sellers on our platform, we could face regulatory, civil, or criminal penalties. Successful claims by third-party
rights owners could require us to pay substantial damages or refrain from permitting any further listing of the relevant items. These
types of claims could force us to modify our business practices, which could lower our revenue, increase our costs, or make our platform
less user-friendly. These claims, or legal and regulatory changes, could require the removal of non-infringing, lawful or completely unrelated
content, which could negatively impact our business and our ability to retain sellers. Moreover, public perception that unlicensed, counterfeit,
harmful or unlawful items are commonly offered by sellers in our marketplaces, even if factually incorrect, could result in negative publicity
and damage to our reputation.

 We may be involved in litigation and regulatory
matters that are expensive and time consuming and that may require changes to our strategy, the features of our platform and/or how our
business operates.

 In addition to intellectual property claims, we
may become involved in other litigation matters, including consumer protection, product liability, security and privacy, commercial, or
shareholder derivative lawsuits, either individually or, where available, on a class-action basis. We may become subject to heightened
regulatory scrutiny, inquiries, or investigations, including with respect to our sellers, vendors or third parties, relating to broad,
industry-wide concerns, such as antitrust, product liability, and privacy, that could lead to increased expenses or reputational damage.
For example, while we have stated on our platform that items offered by sellers on KwikClick, such as masks and hand sanitizers, are not
medical-grade, and that our sellers cannot make substantive medical or health claims, we may nevertheless be subject to claims based in
whole or in part on the actions of sellers in violation of that directive.

 Under certain circumstances, we have contractual
and other legal obligations to indemnify and to incur legal expenses on behalf of current and former directors, officers, and underwriters.
Any lawsuit or regulatory action to which we are a party, with or without merit, may result in an unfavorable judgment. We also may decide
to settle lawsuits or regulatory actions, even if non-meritorious, on unfavorable terms. Any such negative outcome could result in payments
of substantial damages or fines, damage to our reputation, or adverse changes to our offerings or business practices. Any of these results
could adversely affect our business. In addition, defending claims is costly and can impose a significant burden on our management.

 We will attempt to limit certain claims against
us under our Terms of Use, including through requirements for arbitration, limits on class actions, limitations of liability, venue selection,
and indemnification requirements. These requirements may be subject to differing interpretations and legal frameworks in different U.S.
federal, state, and foreign jurisdictions or courts, and may have reduced or no enforceability in some jurisdictions. If these claim limitations
are unavailable to us, it could significantly increase our costs, require significant resources across multiple jurisdictions, result
in complex or inconsistent decisions, and subject us to forum shopping by third parties seeking jurisdictions amenable to their claims.

 Actions brought against us may result in lawsuits,
enforcement actions, injunctions, settlements, damages, fines, or penalties, which could have a material adverse effect on our financial
condition or results of operations or require changes to our business. Although we establish accruals for our litigation and regulatory
matters in accordance with applicable accounting guidance when those matters proceed to a stage where they present loss contingencies
that are both probable and reasonably estimable, there may be a material exposure to loss in excess of any amounts accrued, or in excess
of any loss contingencies disclosed as reasonably possible. Such loss contingencies may not be probable and reasonably estimable until
the proceedings have progressed significantly, which could take several years and occur close to resolution of the matter.

 Expanding and evolving regulations in the areas
of privacy and user data protection could create technological, economic and complex cross-border business impediments to our business
and those of our sellers.

 We collect, receive, store, process, generate,
use, transfer, disclose, make accessible, protect, secure, dispose of and share personal information, confidential information and other
potentially protected information necessary to provide our service, to operate our business, for legal and marketing purposes, and for
other business-related purposes.

 Data protection has become a significant issue
in the United States, countries in the European Union, and in many other countries in which we operate. In addition to the actual and
potential changes in law described elsewhere in these Risk Factors, global developments in privacy and data security regulations are changing
some of the ways we, our sellers, our vendors and other third parties collect, use, and share personal information and other proprietary
or confidential information. Compliance with these changing regulations have necessitated some specific product changes for our non-U.S.
activities and required additional compliance obligations for us and for our relationships with sellers, vendors, and other third parties.

 In the European Union, the GDPR contains strict
requirements for processing the personally identifiable information of individuals residing in the European Economic Area ("EEA"),
Switzerland and (in a form frozen as of December 31, 2020 and as further separately domestically amended), the United Kingdom. The GDPR
seeks to harmonize the data protection regulations throughout these jurisdictions. The regulation contains numerous requirements and changes
from previous E.U. law, including more robust obligations on data processors, greater rights for data subjects (requiring potentially
significant changes to both our technology and operations), security and accountability obligations, and significantly heavier documentation
and record-keeping requirements for data protection compliance programs. Specifically, the GDPR introduced numerous privacy-related changes
for companies operating in the European Union, including greater control over personal data by data subjects (e.g., the "right to
be forgotten"), increased data portability, access, and redress rights for E.U. consumers, data breach notification requirements,
increased rules for online and email marketing, compliance requirements related to our sellers, vendors and third parties, and stronger
regulatory enforcement regimes. The GDPR is subject to changing interpretations due to decisions of data protection authorities, courts,
and related legislative efforts both E.U.-wide and in particular jurisdictions. The GDPR requirements apply to some third-party transactions
(such as commercial contracts with partners and vendors) and to transfers of information between us and our subsidiaries, including user
and employee information. GDPR requirements may also apply, depending on interpretation of its reach, to some users in our worldwide community
of sellers. We may experience difficulty retaining or obtaining new E.U. sellers, or current and new sellers may limit their selling into
the European Union, due to the legal requirements, compliance cost, potential risk exposure, and uncertainty for them in respect of their
own compliance obligations with respect to GDPR. In addition, although our sellers are independent businesses, it is possible that a privacy
authority could deem us jointly and severally liable for actions of our sellers or vendors, which would increase our potential liability
exposure and costs of compliance, which could negatively impact our business. We could face potential liability, regulatory investigation,
and costly litigation, which may not be adequately covered by insurance.

 In the United States, rules and regulations governing
data privacy and security include those promulgated under the authority of the Federal Trade Commission Act, the Electronic Communications
Privacy Act, the Computer Fraud and Abuse Act, California's CCPA (effective January 1, 2020) and CPRA (effective January 1, 2023),
and other state and federal laws relating to privacy, consumer protection, and data security. The CCPA and CPRA introduce new requirements
regarding the handling of personal information of California consumers and households, including compliance and record keeping obligations,
the right to request access to and deletion of their personal information, and the right to opt out of the sale of their personal information
and provides a private right of action and statutory damages for data breaches.

 Other jurisdictions in the United States are beginning
to expand existing regulations or propose laws similar to the CCPA. If more stringent privacy legislation arises in the United States,
it could increase our potential liability and adversely affect our business, results of operations, and financial condition. Additionally,
other countries outside of Europe have enacted or are considering enacting similar cross-border data transfer restrictions and laws requiring
local data residency, and strict limitations to the processing of personal information, which could increase the cost and complexity of
delivering our services and operating our business. In the past year, for example, Brazil recently enacted the General Data Protection
Law, New Zealand recently enacted the New Zealand Privacy Act, China released its draft Personal Information Protection Law, and Canada
introduced the Digital Charter Implementation Act.

 GDPR, CCPA, and similar laws coming into effect
in other jurisdictions may continue to change the data protection landscape globally, may be potentially inconsistent or incompatible,
and could result in potentially significant operational costs for internal compliance and risk to our business. Some of these requirements
may introduce friction into the buying and selling experience on our platform and may impact the scope and effectiveness of our marketing
efforts, which could negatively impact our business and outlook. Beyond GDPR and CCPA/CPRA, individual jurisdictions continue to pass
laws related to data protection, such as data privacy and data breach notification, resulting in a diverse set of requirements across
states, countries, and regions. Non-compliance with these laws could result in proceedings against us by one or more data protection authorities,
other public authorities, third parties, or individuals. Under GDPR alone, noncompliance could result in fines of up to 20 million Euros
or up to 4% of the annual global revenue of the noncompliant company, whichever is greater. We may not be entirely successful in our compliance
efforts due to various factors either within our control (such as limited internal resource allocation) or outside our control (such as
a lack of vendor cooperation, new regulatory interpretations, or lack of regulatory guidance in respect of certain GDPR requirements).

 In addition, E.U. data protection laws, including
the GDPR, also generally prohibit the transfer of personal information from Europe to the United States and most other countries unless
the recipient country has been deemed to have adequate privacy protections in place to protect the personal information. Parties transferring
protected personal data to jurisdictions deemed inadequate must establish a legal basis for, and implement specific safeguards for, such
intra-party or inter-party transfers. A recent judgment of the Court of Justice of the European Union found a common basis for such transfers,
the E.U.-U.S. Privacy Shield, insufficient, and a parallel arrangement with Switzerland may similarly be deemed insufficient. While KwikClick
did not rely upon Privacy Shield for cross-border transfers, Reverb previously had done so. While effective solutions may be available
to permit these transfers, such as Standard Contractual Clauses ("SCCs") continuing changes to the rules related to cross-border
transfers may nonetheless impede KwikClick and Reverb's ability to effectively transfer data between jurisdictions with parties
such as partners, vendors and users, or may make such transfers of personal data more costly. Another recent decision and related European
Commission guidance and updates to the SCCs may impose additional obligations on companies seeking to rely on the SCCs and may require
significant expense and resources associated with compliance. For example, transfers with the United Kingdom might be deemed inadequate
after its departure from the European Union and European Economic Area and require substantial expense and resources to comply with based
upon adequacy mechanisms such as SCCs. Transfers by us or our vendors of personal information from Europe pursuant to SCCs may not comply
with E.U. data protection law, may increase our exposure to the GDPR's heightened sanctions for violations of its cross-border data
transfer restrictions, and may result in lower sales on our platform because of difficulty of establishing a lawful basis for personal
information transfers out of Europe.

 Although we will endeavor to comply with our
policies and documentation, we may at times fail to do so or may be perceived to have failed to do so. Moreover, despite our
efforts, we may not be successful in achieving compliance, such as if our employees or vendors fail to comply with our published
policies and documentation. Such failures can subject us to potential international, local, state, and federal action under both
data protection and consumer protection laws. We are or may also be subject to the terms of our own and third-party external and
internal privacy and security policies, codes, representations, certifications, industry standards, publications and frameworks and
contractual obligations to third parties related to privacy, information security, including contractual obligations to indemnify
and hold harmless third parties from the costs or consequences of non-compliance with data protection laws or other obligations.

 Our sellers and vendors may be subject to similar
privacy requirements, which may significantly increase costs and resources dedicated to their compliance with such requirements. We may
have contractual and other legal obligations to notify relevant stakeholders of security breaches related to us or, in some cases, our
third-party service providers. Many jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities,
and others of security breaches involving certain types of data. In addition, our agreements with certain stakeholders may require us
to notify them in the event of such a security breach. Such mandatory disclosures, even if only related to actions of a third-party vendor,
are costly, could lead to negative publicity, may cause our community members to lose confidence in the effectiveness of our security
measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual
or perceived security breach, and may cause us to breach customer contracts. Our contracts, our representations, or industry standards,
may require us to use industry-standard or reasonable measures to safeguard sensitive personal information or confidential information.
A security breach could lead to claims by our community members, or other relevant stakeholders that we have failed to comply with such
legal or contractual obligations. As a result, we could be subject to legal action, or our community members could end their relationships
with us. There can be no assurance that any indemnifications, limitations of liability or other remedies in our contracts would be enforceable
or adequate or would otherwise protect us from liabilities or damages.

 We may not have adequate insurance coverage for
security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise
out of incidents or breaches. If the impacts of a security incident or breach, or the successful assertion of one or more large claims
against us that exceeds our available insurance coverage, is of a type not subject to insurance, or results in changes to our insurance
policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could have an adverse effect
on our business. In addition, we cannot be sure that our existing insurance coverage, cyber coverage and coverage for errors and omissions
will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or
loss. Our risks are likely to increase as we continue to expand, grow our customer base, and process, store, and transmit increasingly
large amounts of proprietary and sensitive data.

 Our business and our sellers and buyers may
be subject to evolving sales and other tax regimes in various jurisdictions, which may harm our business.

 The application of indirect taxes, such as sales
and use tax, value-added tax, provincial tax, goods and services tax, business tax, withholding tax, digital service tax, gross receipt
tax, and tax information reporting obligations to businesses like ours and to our sellers and buyers is a complex and evolving issue.
Significant judgment is required to evaluate applicable tax obligations and as a result amounts recorded are estimates and are subject
to adjustments. In many cases, the ultimate tax determination is uncertain because it is not clear when and how new and existing statutes
might apply to our business or to our sellers' businesses. In some cases, it may be difficult or impossible for us to validate information
provided to us by our sellers on which we must rely to ascertain any obligations that may apply to us related to our sellers' businesses,
given the intricate nature of these regulations as they apply to particular products or services and that many of the products and services
sold in our marketplace are unique or handmade. If we are found to be deficient in how we have addressed our tax obligations, our business
could be adversely impacted.

 Various jurisdictions (including the U.S.
states and E.U. member states) are seeking to, or have recently imposed additional reporting, record-keeping, indirect tax
collection and remittance obligations, or revenue-based taxes on businesses like ours that facilitate online commerce. If
requirements like these become applicable in additional jurisdictions, our business, collectively with KwikClick sellers'
businesses, could be harmed. For example, taxing authorities in many U.S. states and in other countries have targeted e-commerce
platforms as a means to calculate, collect, and remit indirect taxes for transactions taking place over the internet, and have
enacted laws and others are considering similar legislation. Such changes to current law or new legislation could adversely affect
our business if the requirement of tax to be charged on items sold on our marketplaces causes our marketplaces to be less attractive
to current and prospective buyers, which could materially impact our business and KwikClick sellers' businesses. This
legislation could also require us or our sellers to incur substantial costs in order to comply, including costs associated with tax
calculation, collection, remittance, and audit requirements, which could make selling on our marketplaces less attractive.
Additionally, the European Union, certain member states, and other countries have proposed or enacted taxes on online advertising
and marketplace service revenues. Our results of operations and cash flows could be adversely affected by additional taxes of this
nature imposed on us prospectively or retroactively or additional taxes or penalties resulting from the failure to provide
information about our buyers, sellers, and other third parties for tax reporting purposes to various authorities. In some cases, we
also may not have sufficient notice to enable us to build solutions and adopt processes to properly comply with new reporting or
collection obligations by the applicable effective date.

 Our business is subject to a large number of
U.S. and non-U.S. laws, many of which are evolving.

 We are subject to a variety of laws and regulations
in the United States and around the world, including those relating to traditional businesses, such as employment laws and taxation, and
laws and regulations focused on e-commerce and online marketplaces, such as online payments, privacy, anti-spam, data security and protection,
online platform liability, intellectual property, product liability, and consumer protection. In the event that we commence international
operations, we will also need to comply with various laws associated with doing business outside of the United States, including anti-money
laundering, sanctions, anti-corruption, and export control laws. In some cases, non-U.S. privacy, data security, consumer protection,
e-commerce, and other laws and regulations are more detailed or comprehensive than those in the United States and, in some countries,
are actively enforced.

 These laws and regulations are continuously evolving,
and compliance is costly and can require changes to our business practices and significant management time and effort. In some jurisdictions,
these laws and regulations may be subject to attempts to apply such domestic rules world-wide against KwikClick or its subsidiaries, and
occasionally may subject us to inconsistent obligations across jurisdictions.

 Additionally, it is not always clear how existing
laws apply to online marketplaces as many of these laws do not address the unique issues raised by online marketplaces or e-commerce.
For example, as described elsewhere in these Risk Factors, laws relating to privacy are evolving differently in different jurisdictions.
Federal, state, and non-U.S. governmental authorities, as well as courts interpreting the laws, continue to evaluate and assess the privacy
requirements that are applicable to KwikClick.

 New platform liability laws, potential amendments
to existing laws, and ongoing regulatory and judicial interpretation of these laws imparting liability for conduct by users of a platform
may create costs and uncertainty for both KwikClick and sellers on our platform. This may even be the case for new laws or regulations
focused on other technology areas or other third parties that nonetheless indirectly or unintentionally impact us, our sellers or our
vendors. For example, the European Union's recent e-Copyright and Platform to Business directives, and pending Digital Services
Act and Digital Markets Act, may impact us directly, as well as impacting our sellers and vendors. In addition, there have been various
Congressional efforts to restrict the scope of the protections available to online platforms for third-party user content under intellectual
property laws such as the Digital Millennium Copyright Act § 512 et. seq., or user content platform protections under 47 U.S.C.
§ 230 (commonly referred to as CDA § 230) and our current protections from liability for third-party content in the
United States could significantly decrease or change. We could incur significant costs investigating and defending such claims and, if
we are found liable, significant damages.

 We may operate under an increasing number of
regulatory regimes protecting us and our sellers and buyers worldwide, such as intellectual property and anti-counterfeiting laws, payments
and taxation, competition, marketplace platform regulation, hate speech laws, and general commerce regulation. These laws, and court
or regulatory interpretations of these laws, may shift quickly in the United States and worldwide. We may not have the resources or scale
to effectively adapt to and comply with any changes to these regulatory regimes which may limit our ability to take advantage of the
protections these regimes offer. In addition, some of these changes may be at least partially inconsistent with how our platform operates,
especially if they are adopted in the context of, or in a manner best suited for, larger platforms, which may make it harder for us to
utilize these regimes to protect our marketplaces. If we are unable to cost-effectively protect our platform, sellers and buyers under
these regulatory regimes, such as if the regulations place requirements on our sellers that they find difficult or impossible to comply
with, limit the functions or features our marketplace can offer, or require us to take actions at a scale inconsistent with the size,
investment, and operation of our marketplace, our business could be harmed.

 Existing and future laws and regulations enacted
by federal, state, or non-U.S. governments or the inconsistent enforcement of such laws and regulations could impede the growth of e-commerce
or online marketplaces, which could have a negative impact on our business and operations. Examples include data localization requirements,
limitation on marketplace scope or ownership, intellectual property intermediary liability rules, regulation of online speech, limits
on network neutrality, and rules related to security, privacy, or national security, which may impede us, our users, or our vendors. We
could also face regulatory challenges or be subject to allegations of discriminatory or anti-competitive practices that could impede both
our and our sellers' growth prospects, increase our costs, and harm our business. We may be subject to regulatory requests for information
or testimony related to regulatory challenges of third parties, such as our competitors or our vendors, which could cause us to incur
significant costs and expend significant resources in response and could impact our relationship with those third parties.

 We strive to comply with all applicable laws,
but they may conflict with each other, and by complying with the laws or regulations of one jurisdiction, we may find that we are violating
the laws or regulations of another jurisdiction. Despite our efforts, we may not have fully complied in the past and may not fully comply
in the future, particularly where the applicable regulatory regimes have not been broadly interpreted. If we become liable under laws
or regulations applicable to us, we could be required to pay significant fines and penalties, our reputation may be harmed, and we may
be forced to change the way we operate. That could require us to incur significant expenses or to discontinue certain services, which
could negatively affect our business.

 Additionally, if third parties with whom we work
violate applicable laws or our policies, those violations could result in other liabilities for us and could harm our business. Our ability
to rely on insurance, or indemnification and other contractual remedies to limit these liabilities, may be insufficient or unavailable
in some cases. Furthermore, the circumstances in which we may be held liable for the acts, omissions, or responsibilities of our sellers
is uncertain, complex, and evolving. For example, certain laws have recently been enacted seeking to hold marketplaces like ours responsible
for certain compliance obligations for which sellers have traditionally been responsible. If an increasing number of such laws are passed,
the resulting compliance costs and potential liability risk could negatively impact our business.

 We may be subject to intellectual property
claims, which, even if untrue, could be extremely costly to defend, damage our brand, require us to pay significant damages, and limit
our ability to use certain technologies in the future.

 Companies on the internet and technology industries
are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. We periodically
receive communications that claim we have infringed, misappropriated, or misused others' intellectual property rights. To the extent
we gain greater public recognition and scale worldwide, we may face a higher risk of being the subject of intellectual property claims.
Third parties may have intellectual property rights that they claim cover significant aspects of our technologies or business methods
and prevent us from expanding our offerings. Third parties may also allege a company is secondarily liable for intellectual property infringement,
or that it is a joint infringer with another party, including claims that KwikClick is liable, either directly, indirectly, or vicariously,
for infringement claims against sellers using KWIKClick's platform, our vendors, or other third parties, and that statutory, judicial,
or other immunities and defenses do not protect us. Any intellectual property claims against us, with or without merit, could be time
consuming and expensive to settle or litigate and could divert the attention of our management. Litigation regarding intellectual property
rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters.
For claims against us, insurance may be insufficient or unavailable, and for claims related to actions of third parties, either indemnification
or remedies against those parties may be insufficient or unavailable.

 Some of our competitors have extensive
portfolios of issued patents. Many potential litigants, including some of our competitors, patent holding companies, and other
intellectual property rights holders, have the ability to dedicate substantial resources to enforcing their perceived intellectual
property rights. Any claims successfully brought directly against us or implicating us as part of an action against third parties,
such as our sellers or vendors, could subject us to significant liability for damages, and we may be required to stop using
technology or other intellectual property alleged to be in violation of a third-party's rights in one or more jurisdictions
where we do business. We also might be required to seek a license for third-party intellectual property. Even if a license is
available, we could be required to pay significant royalties or submit to unreasonable terms, which would increase our operating
expenses. We may also be required to develop alternative non-infringing technology, which could require significant time and
expense. If we cannot license or develop technology for any allegedly infringing aspect of our business, we would be forced to limit
our service and may be unable to compete effectively. Any of these results could harm our business.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 The Company is committed to transparency and robust
risk management, therefore we prioritize the protection of our stakeholders' interests, including safeguarding sensitive information from
cybersecurity threats. Our approach to cybersecurity risk management encompasses a comprehensive process of assessment, identification,
and mitigation strategies. Initially, we conduct thorough assessments to identify potential vulnerabilities and threats within our systems
and infrastructure. These assessments are followed by rigorous identification procedures and testing aimed at pinpointing material risks
that could compromise the integrity of our operations or the confidentiality of our data. Once identified, we employ a multifaceted approach
to managing these risks, which includes implementing cutting-edge technological solutions, enforcing stringent access controls, and providing
ongoing training and awareness programs to our employees. Moreover, we maintain open lines of communication with relevant stakeholders,
ensuring timely response and adaptation to emerging cyber threats.

 ITEM 2. PROPERTIES

 Our principal executive office is located at 585
West 500 South Suite 130, Bountiful, Utah 84010. The space is suitable for the conduct of our business and will be for the foreseeable
future. The Company does not own or lease any real property.

 ITEM 3. LEGAL PROCEEDINGS

 From time to time, we may become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business.

 On May 31, 2023, NAI Liquidation Trust, the successor
in interest to the defunct NewAge, Inc. by and through its Liquidation Trustee, Steven, Balasiano filed an adversary proceeding against
the Company in the Newage Chapter 11 bankruptcy case (Delaware Case #22-10819). The Company licensed some of its technology to NewAge
pursuant to a license agreement that started in September 2021 and terminated in late 2022. A prior adversarial action was brought by
NewAge in the same bankruptcy case but was never served and was dismissed on June 1, 2023. Like the prior dismissed action, NAI Liquidation
Trust contends that they are the rightful owner of KwikClick's intellectual property. NAI Liquidation Trust brings several causes
of action related to that contention.

 The Company believes that the code base and functionality
of its software platform differs materially from any intellectual property owned by NewAge. The Company intends to vigorously defend and
assert its intellectual property rights. In the event the Company does not prevail it may be required to impair substantially all of its
intangible assets with a carrying value of approximately $1.4 million at December 31, 2023 and may be forced to discontinue its on-going
fee-based sales platform. The litigation is in its early stages, an estimate of reasonably possible loss cannot be made at this time.
As such, there has been no further adjustment to the accompanying consolidated statements of financial position, results of operations,
or cash flows as of and for the twelve months ended December 31, 2023.

 If KwikClick is unable to defend itself in the
adversary proceeding, it is unlikely that the Company will be able to continue as a going concern. Other than the reference above,
to the knowledge of management, no director or executive officer is party to any other action in which any party has an interest adverse
to us.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

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

 Our common stock is currently quoted on the OTC
Pink under the trading symbol "KWIK". Trading in stocks quoted on the OTC Pink is often thin and is characterized by wide
fluctuations in trading prices due to many factors that may have little to do with a company's operations or business prospects.
We cannot assure you that there will be a market for our common stock in the future.

 For the periods indicated, the following table
sets forth the high and low bid prices per share of common stock-based on inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions.

 Sales Prices (1)

 High

 Low

 Year Ended December 31, 2023

 4th Quarter

 $0.94

 $0.25

 3rd Quarter

 $0.50

 $0.20

 2nd Quarter

 $0.51

 $0.36

 1st Quarter

 $1.98

 $0.44

 Year Ended December 31, 2022

 4th Quarter

 $5.15

 $1.50

 3rd Quarter

 $7.00

 $3.50

 2nd Quarter

 $3.50

 $3.50

 1st Quarter

 $3.50

 $1.11

 (1) The
above table sets forth the range of high and low closing sales prices per share of our common stock as reported by nasdaq.com for the
periods indicated.

 Holders

 As of April 15, 2024, we had 153,148,706 shares
of our Common Stock, par value $0.0001, issued and outstanding. There were 573 beneficial owners of our Common Stock.

 Transfer Agent and Registrar

 The transfer agent for our capital stock is Standard
Registrar and Transfer Company, with an address of 440 East 400 South Suite 200, Salt Lake City, Utah 84111 with a telephone of (801)
571-8844.

 Penny Stock Regulations

 The Securities and Exchange Commission has adopted
regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per
share. Our Common Stock is currently within the definition of a penny stock and will be subject to rules that impose additional sales
practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their
spouse).

 For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written
consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require
the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer
also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities
and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

 In addition to the "penny stock" rules
promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority ("FINRA") has adopted rules
that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. 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, 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 the investors' ability to buy and sell our stock.

 Dividend Policy

 Any future determination as to the declaration
and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available
for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In
addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in
the business for the foreseeable future.

 Equity Compensation Plan Information

 We offer stock options, stock appreciation rights,
and stock awards to certain of our employees, including our executive officers, as the long-term incentive component of our compensation
program. We may grant equity awards to new hires upon their commencing employment with us. Our stock options allow employees to purchase
shares of our common stock at a price per share equal to the fair market value of our common stock on the date of grant and may or may
not be intended to qualify as "incentive stock options" for U.S. federal income tax purposes. Our stock appreciation rights
allow employees to receive a cash payment for the difference between the market price of our common stock on the date of exercise and
the strike price. We sometimes also offer stock options, stock appreciation rights and stock awards to our consultants in lieu of cash.
Our stock options allow consultants to purchase shares of our common stock at a price per share equal to the fair market value of our
common stock on the date of grant and are not intended to qualify as "incentive stock options" for U.S. federal income tax
purposes. Our stock appreciation rights allow consultants to receive a cash payment for the difference between the market price of our
common stock on the date of exercise and the strike price. Stock options, stock appreciation rights, and stock awards granted to our
executive officers may be subject to accelerated vesting in certain circumstances. Our Board of Directors adopted the 2021 Equity Incentive
Plan to (1) encourage selected employees, officers, directors, consultants and advisers to improve our operations and increase our profitability,
(2) encourage selected employees, officers, directors, consultants and advisers to accept or continue employment or association with
us, and (3) increase the interest of selected employees, officers, directors, consultants and advisers in our welfare through participation
in the growth in value of our common stock. All of our current employees, directors and consultants are eligible to participate in the
2021 Plan.

 Recent Sales of Unregistered Securities

 On December 29, 2023, the Company granted 1,037,000
stock settled appreciation rights (SARs) with a grant price of $0.25, which was the fair market value at the time of the grant.

 All other issues of shares during the fiscal periods
ending December 31, 2022 and 2023 have been previously disclosed.

 No underwriters were involved in the issuance
of the securities noted above. All of the securities issued were deemed to be exempt from registration under the Securities Act in reliance
upon Section 4(a)(2) of the Securities Act. The issuance of stock that was exempt under Section 4(a)(2) was a private offering to an accredited
investor. Each of the investors represented to the Company that it (i) is an "accredited investor" as defined in Rule 501(a)
of Regulation D promulgated under the Securities Act of 1933, as amended, (ii) is knowledgeable, sophisticated, and experienced in making
investment decisions of this kind, and (iii) has had adequate access to information about the Company.

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

 This Management's Discussion and Analysis
("MD&A") section discusses our results of operations, liquidity and financial condition and certain factors that may affect
our future results. You should read this MD&A in conjunction with our financial statements and accompanying notes included elsewhere
in this report.

 The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our risk factors, financial statements and related notes that appear
elsewhere in this Annual Report on Form 10-K. In addition to historical financial information, the following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking
statements. Risk factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form
10-K.

 INTRODUCTION

 Management's Discussion and Analysis ("MD&A")
of our financial condition and results of operations is provided as a supplement to the accompanying financial statements and related
notes to help provide an understanding of our financial condition, the changes in our financial condition and the results of operations.

 Overview

 KWIKClick, Inc., a Delaware corporation. KWIKClick
is a social interaction, selling, and referral software platform. Stores and manufacturers ("Brands") wishing to promote
their products or services on the KWIKClick software platform, pay nothing to use the platform, which connects them to promoters, influencers,
and customers, all referred to as "affiliates". The Brands establish an incentive budget, which is an amount discounted from
their regular retail pricing, which is used by KWIKClick to entice users to promote a product or refer others to purchase a product. With
no conditions such as follower size, invitation, or negotiation, any consumers or influencers who open a KWIKClick account and become
users or affiliates, may receive a cash-back reward, paid from the Brand's incentive budget administered by KWIKClick, for all purchases
they make, and can immediately share their own automatically encoded link, associated with the product they purchased, to other consumers.
Shared links that lead to a purchase and/or repurchases result in commission payments which are electronically paid to the referrer. When
the Brand is paid for the consumer purchases through the KWIKClick platform, the Brand's incentive budget is paid to KWIKClick.
KWIKClick receives the entire incentive budget as revenue for generating the sales through its platform and recognizes cost of sales upon
calculation and payment of the commissions paid to the wave of affiliates.

 The essential driver of sales activity on
the platform by sellers and buyers is the free-use mobile application which has the potential to turn all social media activity into
a product solicitation on behalf of sellers in an unobtrusive manner. Furthermore, the software automates person-to-person
requests for recommendations by simply sharing a link to any mobile device. Much like a "pin" can be sent to share
locations, the encoded link provides to the requestor a way to instantly purchase the goods or services of interest. Traditionally
on other platforms, and based on the reach of a contracted influencer, compensation may include only a single commission paid for an
initial purchase attributable to the influencer. Unique to KWIKClick, the affiliate commission program is not limited to a single
purchase produced by an influencer. Furthermore, no contract is needed between the influencer and the seller. The KWIKClick software
passively identifies the participant in the campaign who made the referral, and the corresponding individual who made the purchase.
A commission is paid to the influencer each and every time a purchase is made by a particular consumer.

 The process of listing items for sale by a seller
is referred to as a campaign. Influencers or participants with ANY number of friends or followers, can join a campaign by promoting items
through social media with an encoded link within the posted photo or video, or by sample sharing an encoded link to a mobile device when
they are asked for a recommendation. The potential number of campaigns that can be created by sellers are virtually unlimited due to the
number of goods or services and/or orders made available in the KWIKClick platform. The number of campaigns an individual can participate
in is unlimited. The number of permutations, or waves, in the campaigns of senders and recipients is virtually endless. The potential
length of the wave on any one campaign is limited only to the number of potential unique consumers of any given product. The number of
waves on which an individual can earn commissions is based on the number of links an individual earns commissions on and the net dollar
amount of total incentive budget offered by the seller. The larger the incentive budget, the greater number of waves on which individuals
earn and the total amount of commissions earned at any given level in the wave follows an exponential growth pattern. Accordingly, a single
social media post, sent to anyone, could go viral and create an exponential source of commissions on all units sold on any single product
to any number of individuals as long as the product continues to be sold. Commissions are sent to the recipients electronic account of
choice. Participation in KWIKClick and earning commissions from this incentive sharing is completely free to participants and completely
voluntary. Participants have nothing financially at stake.

 Unlike current methods of affiliate marketing
which are based on a seller's contracts with influencers which are motivated by an influencer's number of followers, number
of views, engagements etc., sellers on the KWIKClick application only pay commissions through the incentive budget they offer when a sale
actually occurs. Further, sellers are provided key analytical information on purchases made, reviews, activity and purchasing habits of
their customers from the data collected from use of the KWIKClick application.

 The patent pending KWIKClick application and website
are free to download, distribute and use. In any scenario, sellers and buyers all access the same KWIKClick platform.

 Revenues

 The Company's revenues are primarily sourced
from the Company's KwikClick platform. The Company generates revenues by being a software as a service (SAAS) platform via loyalty
and reward programs tailored for a particular brand, retailer or influencer. With the program, the brand, retailer or influencer can offer
products with loyalty incentives, discounts, or other benefits to induce sales and brand loyalty. The Company provides expertise in attracting
new customers through these loyalty programs and provides unique affiliate commission payment services with its patented waves of pay
and revenue sharing technology. The Company currently integrates with Shopify, which facilitates over $200 Billion Gross Merchandise
Volume (GMV) annually for other ecommerce platforms. The Company is currently planning integrations with WooCommerce, BigCommerce, Magento
and others. With these integrations, together with the recent enrollment of some significant retail brands on the KWIK platform, we believe
the company will be able to generate positive cash flows during fiscal 2024.

 Operating Expenses

 Operating expenses for the fiscal year ended December
31, 2023 were $4,194,407 as compared to $4,533,733 for the comparable prior period, a decrease of $339,326. The decrease is primarily
the result of a decreased expenditure in payroll costs, partially offset by in increase in website and platform development and general
and administrative costs. The expense in connection with the Company's revenue source is expected to mostly consist of commission
payments made to influencers, users and other affiliates of the Kwik platform. We anticipate operating expenses to continue at current
levels through the third quarter of 2024, then will accelerate to service an increase in revenues through the remainder of 2024.

 Liquidity and capital resources

 As of December 31, 2023, we had cash and cash
equivalents of $64,186 compared to $30,583 of cash at December 31, 2022. Based on currently available capital resources (cash), we estimate
that we would not be able to conduct our planned operations without immediate additional funding. Our current "burn rate"
of cash is approximately $225,000 per month, at which rate we cannot survive unless we increase revenues or obtain additional equity or
debt financing. While our majority shareholder has committed to continue to provide funding for the foreseeable future, there is no assurance
that we can increase revenues and/or obtain additional necessary financing, much less on reasonable terms.

 Our current liabilities as of December 31, 2023,
totaled $2,819,669, compared to $729,663 on December 31, 2022. If the Company doesn't begin to generate sufficient revenue or raise
additional funds through financing, the Company may need to incur additional liabilities with certain related parties to sustain the Company's
existence. Currently, there can be no assurance that the Company will be able to raise additional funds necessary to further develop or
operate its business or that such funding can be at commercially reasonable terms. The Company intends to increasingly utilize stock or
stock-based awards to compensate people and organizations who are or will be providing services or investment to the Company. Furthermore,
the Company may consider recapitalizing the stock in the form of a reverse split.

 We have historically been funded primarily from
private placements of stock and loans from Company affiliates and may continue to be so funded for the foreseeable future. However, there
is no assurance that we can obtain additional funds.

 During the year ended 2023, Fred Cooper provided
funding of $1,680,405 under a promissory note originated in 2022. From January 1, 2024 through the date of this report, Mr. Cooper has
provided additional funding in the amount of $402,522 under the same promissory note and security agreement. While we do not anticipate
any default on the loan, in the event that we do default, Mr. Cooper may take possession of our intellectual property and patents. This
could have a material adverse effect on our business and operations.

 Management has determined that additional
capital will be required in the form of equity or debt securities. There is no assurance that management will be able to raise
capital on terms acceptable to the Company. If we are unable to obtain enough additional capital, we may have to cease filing the
required reports and cease operations completely. If we obtain additional funds by selling any of our equity securities or by
issuing common stock to pay current or future obligations, the percentage ownership of our shareholders will be reduced,
shareholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the
common stock.

 Going Concern Risk

 As reflected in the accompanying financial statements,
the Company has a net loss of approximately $3,900,000 for the year ended December 31, 2023. If the Company doesn't begin to generate
sufficient revenue or raise additional funds through financing, the Company may need to incur additional liabilities with certain outside
and related parties to sustain the Company's existence. The Company will require additional funding to finance the growth of its
future operations as well as to achieve its strategic objectives. The Company may experience difficulties in raising these funds due to
inflationary economic impacts on funding sources. This raises substantial doubt about the Company's ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital
and generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.

 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 are material to investors.

 Critical Accounting Estimates

 Occasionally, the Company utilizes its shares
to compensate certain employees and consultants to develop the KwikClick platform or provide other services to the Company. Due to the
lack of an active trading market for the Company's shares, it is difficult to measure the fair market value of shares issued for
compensation. The Company carefully considers the price of the shares contemporary to the event of compensation and applies a reasonable
valuation upon issuance.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 As a smaller reporting company, we are not required to provide the
information required by this Item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 The full text of our audited financial statements
as of December 31, 2023 and December 31, 2022 begins on page F-1 of this Form 10-K.

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

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Disclosure Controls and Procedures

 We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized
and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions
regarding required disclosure. Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures
were ineffective due to material weaknesses discussed below.

 The certificates of our principal executive
officer and principal financial and accounting officer attached as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K
include, in paragraph 4 of such certifications, information concerning our disclosure controls and procedures, and internal control
over financial reporting. Such certifications should be read in conjunction with the information contained in this Item 9A for a
more complete understanding of the matters covered by such certifications.

 Management's Annual Report on Internal
Control Over Financial Reporting

 As required by the SEC rules and regulations for
the implementation of Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in
accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets, if any, of our company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements
in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management
and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on the consolidated financial statements.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting on December 31, 2023 and 2022. In making these assessments, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (COSO).

 Based on our assessments and those criteria and
on an evaluation under the supervision and with the participation of our management, our principal executive officer and principal financial
officer have concluded that our internal controls over financial reporting as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act were not effective as of December 31, 2023 and 2022 to ensure that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules
and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required disclosure.

 Based on this evaluation, our management concluded
that, as of December 31, 2023, our internal control over financial reporting was not effective due to (i) insufficient segregation of
duties in the finance and accounting functions due to limited personnel; and (ii) inadequate corporate governance policies. In the future,
subject to working capital limitations, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

 This annual report on Form 10-K does not include
an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by our registered public accounting firm pursuant to Securities and Exchange Commission rules that
permit us to provide only management's report in this annual report.

 Changes in Internal Control Over Financial
Reporting

 There have not been any changes in our internal
control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which
this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

 ITEM 9B. OTHER INFORMATION

 During the quarter ended December 31, 2023, no director or officer
of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement,"
as each term is defined in Item 408(a) of Regulation S-K.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

 Executive Officers and Directors

 The following table sets forth certain information
regarding our current Directors and Executive Officers as of April 15, 2024:

 Name

 Age

 Position

 Jeff Roberts

 Director

 Fred Cooper (1)

 Director, Chief Executive Officer, Principal Executive Officer and President

 Robert Green

 Director

 Brady Cooper

 Director and Corporate Secretary

 Jeffrey Yates (2)

 Director, Chief Financial Officer, Principal Accounting Officer

 (1) Fred
Cooper was appointed as Chairman, CEO and President on May 31, 2023.

 (2) Jeffrey
Yates was appointed as Director on May 31, 2023.

 Our directors serve in such capacity until the
next annual meeting of our shareholders and until their successors have been elected and qualified.

 Jeff Roberts serves as a member of
the board of directors. Since April 2016, Mr. Roberts has served as the Executive Vice President and Chief Financial Officer of Savage
Services Corporation, a provider of a broad portfolio of services to move and manage critical materials through the US and the world.
Prior to joining Savage, Mr. Roberts served as CFO of Maxum Enterprises, an integrated marine and land-based chemicals, petroleum, and
lubricants supply company. In that role, he led the company's Risk, Business Development, Corporate Finance, IT, Credit, Tax, Treasury,
Collections, and accounting teams and served for seven months as interim President. Jeff previously was the Controller and Retail Division
CFO at Flying J and worked in auditing positions with PRG Schultz and Ernst and Young. Originally from Pocatello, Idaho, Jeff earned a
bachelor's degree in accounting at Utah State University and a master's degree in professional accountancy from Weber State
University. He is a licensed Certified Public Accountant (CPA) in the State of Utah. Mr. Roberts is qualified to serve on the board of
directors because of his significant financial and managerial experience with growing and large enterprises.

 Dr. Fred W. Cooper, Ph. D., Chairman, President and Chief Executive
Officer. Since November 16, 2020, Dr. Cooper served on the Board of Directors of NewAge, Inc., a Colorado-based social selling and distribution
company. Mr. Cooper became a director in connection with the closing of NewAge's merger with Ariix, LLC ("Ariix").
Dr. Cooper brings more than 25 years of e-commerce and direct selling experience and was a Founder and the Chief Executive Officer of
ARIIX prior to merging ARIIX with NewAge. Under Dr. Cooper's leadership, ARIIX was one of the fastest-growing direct selling companies
over its nine years of business, and in 2020, was recognized as number 35 on the DSN's list of Top 100 global companies. Prior to
founding ARIIX in July 2011, he was the President and Chief Operating Officer of NYSE listed USANA Health Sciences. He started his career
in direct sales at USANA in 1998 where he played many critical roles, serving in different executive capacities in Special Projects, Information
Technology, and Global Operations. Dr. Cooper also spent over ten years teaching entrepreneurship and statistics courses as a part-time
professor at the University of Utah.

 Dr. Cooper earned a B.S. in Finance and a B.S. in Psychology from
the University of Utah. He also earned a Ph. D. in Business Administration, with an emphasis on statistics and operations processes and
management, from the University of Utah. Mr. Cooper is qualified to serve on our board of directors due to his vast business experience
and the fact that he is the mastermind behind the Company's product.

 Robert Green has served as a sales
and customer service executive in numerous companies such as Apple Computer, Iomega, Compaq, Hewlett Packer, Ariix and PrenticeWorx. Mr.
Green is qualified to serve on the board of directors because of his prolonged experience defining and enhancing the customer experience,
particularly in the environment in which the Company is operating.

 Brady Cooper is currently Vice President
of Product at Kwik. His responsibilities include managing the entire product design for the users, brands and influencers which
includes the development of specialized software and technology for the Company's platform. Mr. Cooper also manages the development
of the mobile app. Mr. Cooper attended Utah State University, Jon M. Huntsman School of Business, where he studied business management
and information systems. Mr. Cooper has built custom computers and was an IT Business Analyst. Mr. Cooper is qualified to serve on the
board of directors because of his significant development expertise and his unique insight into our target customer demographic.

 Jeffrey Yates has served as Chief
Financial & Accounting Officer for KwikClick, Inc. since October 1, 2022. Previously, he was a co-founder of ARIIX, a global direct
selling company operating in 29 countries with sales of $220M. In the past he also held the position of Chief Financial Officer &
Vice President of USANA Health Sciences, Inc., Chief Financial Officer & Executive Vice President of Deseret Book Company, Chief Financial
Officer for Franklin Covey Stores, and Senior Accountant at PriceWaterhouse LLP. He is a member of The American Institute of Certified
Public Accountants and a member of the Utah Association of Certified Public Accountants. He received a Master of Accountancy and an undergraduate
degree in management accounting from Brigham Young University. Mr. Yates is qualified to serve on the board of directors because of his
extensive experience in corporate financial leadership in start-ups, emerging growth, and public companies.

 Family Relationships

 None.

 Compliance with Section 16(a) of the Exchange
Act

 Section 16(a) of the Exchange Act, as amended,
will require our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to
file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity securities, on Form 3, 4 and 5 respectively. Executive officers,
directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish our company
with copies of all Section 16(a) reports they file.

 Board Committee

 In May 2023, the Board reorganized its Audit Committee,
Governance Committee and Compensation Committee. The Audit Committee consists of independent director and Committee Chair Jeff Roberts
and Jeffrey Yates, KWIK Chief Financial Officer. The Governance Committee consists of directors Committee Chair Jeffrey Yates and Fred
Cooper, KWIK Chairman, Chief Executive Officer and President. The Compensation Committee consists of Committee Chair Brady Cooper and
independent director Robert Green. The committees have not yet adopted formal charters. The Company has yet to form a Nominating Committee.
As the Company's business expands, the directors will evaluate the necessity of forming additional committees and increasing the
activities of the Audit and Compensation Committees.

 Code of Ethics

 The Company has not adopted a code of ethics to
apply to its principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing
similar functions.

 ITEM 11. EXECUTIVE COMPENSATION

 Summary Compensation Table

 Set forth below is information for the fiscal
years indicated relating to the compensation of each person who served as our principal executive officer (the "Named Executive
Officer") during the past two fiscal years.

 Year

 Salary ($)(1)

 Bonus ($)

 Stock Awards ($)

 Option Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 Non-Qualified Deferred Compensation Earnings ($)

 All Other Compensation ($)

 Total ($)

 Fred Cooper

 2023

 $–

 $–

 $–

 $–

 $–

 $–

 $–

 $–

 President (2)

 2022

 $–

 $–

 $_

 $–

 $–

 $–

 $–

 $–

 Matt Williams

 2022

 $–

 $–

 $666,667

 $–

 $–

 $–

 $100,000

 $666,667

 President (3)

 2021

 $–

 $–

 $333,333

 $–

 $–

 $–

 $–

 $333,333

 Jeffrey Yates

 2022

 $–

 $10,000

 $10,000

 PFO (4)

 2023

 $50,000

 $–

 $–

 $–

 $–

 $–

 $–

 $50,000

 Brady Cooper

 2022

 $42,500

 $–

 $–

 $–

 $–

 $–

 $–

 $42,500

 Secretary (5)

 2023

 $120,000

 $–

 $–

 $–

 $–

 $–

 $–

 $120,000

 (1) Salaries
include compensation received from the Company or its wholly owned subsidiary KWIKClick, LLC.

 (2) Fred
Cooper was appointed as Chairman, Chief Executive Officer, President and principal executive officer May 31, 2023

 (2) Matt
Williams was released as President of the Company on May 31, 2023. In May 2022, the Company issued 100,000 shares to Mr. Williams
for a total value of $100,000 for the kwik.com domain which had been transferred to the Company in 2021

 (3) Jeffrey
Yates was appointed Chief Financial Officer and PFO October 1, 2022 and appointed as a director May 31, 2023

 (4) Brady
Cooper was appointed as a Director and Corporate Secretary September 1, 2022.

 DIRECTOR COMPENSATION

 Our Board of Directors does not currently receive
any cash consideration for their services as members of the Board of Directors. The Board of Directors may receive stock-based consideration
for their services to the Company. The Board of Directors reserves the right and intends in the future to award the members of the Board
of Directors cash or additional stock-based consideration for their services to the Company, which awards, if and when granted shall be
in the sole determination of the Board of Directors.

 Executive Compensation Philosophy

 Our Board of Directors determines the compensation
given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future
executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses
which are linked to our performance, as well as to the individual executive officer's performance. This package may also include
long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term
business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board
of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would
be in the best interests of the Company.

 Incentive Bonus

 The Board of Directors may grant incentive bonuses
to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are
in the Company's best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we
are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

 Equity Awards

 We offer stock options, stock appreciation
rights, and stock awards to certain of our employees, including our executive officers, as the long-term incentive component of our
compensation program. We may grant equity awards to new hires upon their commencing employment with us. Our stock options allow
employees to purchase shares of our common stock at a price per share equal to the fair market value of our common stock on the date
of grant and may or may not be intended to qualify as "incentive stock options" for U.S. federal income tax purposes.
Our stock appreciation rights allow employees to receive a cash payment for the difference between the market price of our common
stock on the date of exercise and the strike price. We sometimes also offer stock options, stock appreciation rights and stock
awards to our consultants in lieu of cash. Our stock options allow consultants to purchase shares of our common stock at a price per
share equal to the fair market value of our common stock on the date of grant and are not intended to qualify as "incentive
stock options" for U.S. federal income tax purposes. Our stock appreciation rights allow consultants to receive a cash payment
for the difference between the market price of our common stock on the date of exercise and the strike price. Stock options, stock
appreciation rights, and stock awards granted to our executive officers may be subject to accelerated vesting in certain
circumstances.

 No Tax Gross-Ups

 We do not make gross-up payments to cover our
executive officers' personal income taxes that may pertain to any of the compensation paid or provided by our company.

 2021 Equity Incentive Plan

 Plan Purpose

 Our Board of Directors adopted the 2021 Plan to
(1) encourage selected employees, officers, directors, consultants and advisers to improve our operations and increase our profitability,
(2) encourage selected employees, officers, directors, consultants and advisers to accept or continue employment or association with us,
and (3) increase the interest of selected employees, officers, directors, consultants and advisers in our welfare through participation
in the growth in value of our common stock. All of our current employees, directors and consultants are eligible to participate in the
2021 Plan.

 Administration

 The 2021 Plan is to be administered by the Board
or by a committee to which administration of the Plan, or of part of thereof, is delegated by the Board. The 2021 Plan is currently administered
by our Compensation Committee, which we refer to below as the "Administrator." The Administrator is responsible for selecting
the officers, employees, directors, consultants and advisers who will receive Options, Stock Appreciation Rights and Stock Awards. Subject
to the requirements imposed by the 2021 Plan, the Administrator is also responsible for determining the terms and conditions of each Option
and Stock Appreciation Right award, including the number of shares subject to the Option, the exercise price, expiration date and vesting
period of the Option and whether the option is an Incentive Option or a Non-Qualified Option. Subject to the requirements imposed by the
2021 Plan, the Administrator is also responsible for determining the terms and conditions of each Stock Award, including the number of
shares granted, the purchase price (if any), and the vesting, transfer and other restrictions imposed on the stock. The Administrator
has the power, authority and discretion to make all other determinations deemed necessary or advisable for the administration of the 2021
Plan or of any award under the 2021 Plan.

 Neither the Board nor any committee of the Board
to which administration of the 2021 Plan is delegated will provide advice to participants about whether or not to accept or exercise their
awards. Each participant must make his or her own decision about whether or not to accept or exercise an award.

 The 2021 Plan is not subject to the Employee Retirement
Income Security Act of 1974 and is not a qualified pension, profit sharing or bonus plan under Section 401(a) of the Internal Revenue
Code.

 Stock Subject to the 2021 Plan

 Subject to the provisions of the 2021 Plan relating
to adjustments upon changes in common stock, an aggregate of 10,000,000 shares of common stock has been reserved and is currently subject
to outstanding awards, including stock settled appreciation rights, or future awards under the 2021 Plan.

 If awards granted under the 2021 Plan expire or
otherwise terminate or are cancelled without being exercised in full, the shares of common stock not acquired pursuant to such awards
will again become available for issuance under the 2021 Plan. If shares of common stock issued pursuant to awards under the 2021 Plan
are forfeited to or repurchased by us, the forfeited or repurchased stock will again become available for issuance under the 2021 Plan.

 If shares of common stock subject to an
award are not delivered to a participant because such shares are withheld for payment of taxes incurred in connection with the
exercise of an Option, or the issuance of shares under a Stock Award, or the award is exercised through a reduction of shares
subject to the award ("net exercised"), then the number of shares that are not delivered will not again be available for
issuance under the 2021 Plan. In addition, if the exercise price of any award is satisfied by the tender of shares of common stock
to us (whether by actual delivery or attestation), the shares tendered will not again be available for issuance under the 2021
Plan.

 Eligibility

 All directors, employees, consultants and advisors
of the Company and its subsidiaries are eligible to receive awards under the 2021 Plan. Incentive Options may only be granted under the
2021 Plan to a person who is a full-time officer or employee of the Company or a subsidiary. The Administrator will determine from time-to-time
which directors, employees, consultants, and advisers will be granted awards under the 2021 Plan.

 As of December 31, 2023, there were 0 shares previously
issued or subject to outstanding awards under the 2021 Plan and 10,000,000 shares were available for future issuance under the 2021 Plan.

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

 The following table sets forth certain information
regarding the beneficial ownership of common stock of the Company by (i) each person who, to the Company's knowledge, owns more
than 5% of its common stock, (ii) each of the Company's named executive officers and directors, and (iii) all of the Company's
named executive officers and directors as a group. Shares of the Company's Common Stock subject to options, warrants, or other
rights currently exercisable, or exercisable within 60 days of the date hereof, are deemed to be beneficially owned and outstanding for
computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding
for computing the percentage of any other person. As of the date hereof, the Company has 153,148,709 shares of common stock issued and
outstanding.

 Name

 Number of
 Common
 Stock
 Shares
 Owned or
 Controlled

 Beneficial
 Ownership
 Percentage(9)

 Options/
 Warrants
 Owned

 Fred W. Cooper (1)

 68,918,323

 45.00%

 –

 Brady Cooper (2)

 4,030,000

 2.63%

 –

 Jeffrey Yates (3)

 0.07%

 –

 Jeff Roberts (4)

 75,000

 0.05%

 –

 Wenhan Zhang (5)

 7,500,000

 4.90%

 Cielo Family Heritage Trust (6)

 10,068,035

 5.07%

 Total of All Officers, Directors, and Affiliates as a group (6 persons and/or entities)

 91,898,862

 61.49%

 1. The
address for Fred W. Cooper is 585 West 500 South, Bountiful, Utah 84010. Mr. Cooper serves as the Company's Chairman, CEO and President

 2. The
address for Brady Cooper is 585 West 500 South Suite 130, Bountiful, Utah 84010. Mr. Cooper serves as the Company's Secretary.

 3. The
address for Jeffrey Yates is 585 West 500 South Suite 130, Bountiful, Utah 84010. Mr. Yates is the Chief Financial Officer and principal
financial officer of the Company.

 4. The
address for Jeff Roberts is 585 West 500 South Suite 130, Bountiful, Utah 84010. Mr. Roberts is a member of the Company's Board
of Directors.

 7. The
address for Wenhan Zhang is 585 West 500 South Suite 130, Bountiful, Utah 84010 and is a shareholder of the Company.

 8. The
address for Cielo Family Heritage Trust is 3325 N University Ave, Provo, UT 84604 and is a shareholder of the Company.

 9. Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days
of the date of this table. In determining the percent of common stock owned by a person or entity as of December 31, 2023 (a) the numerator
is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days
on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares
of common stock outstanding as of the date of this Form 10, which is 153,148,706 shares, and (ii) the total number of shares that the
beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power
to vote and dispose of its shares.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

 Affiliate Loans and Defaults

 We have been funded by loans from affiliates.
 As of December 31, 2023, we had outstanding obligations due to Mr. Cooper totaling $1,680.405.

 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, such as those described above,
with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the
future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review,
approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our directors will
continue to approve any related party transaction.

 Indemnification of Directors and Officers

 Our Certificate of Incorporation and Bylaws do
not have any specific provisions relating to indemnification of our officers and directors. Without limiting the application of
the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the
fullest indemnification permitted by the laws of the State of Delaware, and may cause the Company to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as a director
or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Company would have the
power to indemnify such person. The indemnification provided shall continue as to a person who has ceased to be a director, officer, employee,
or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

 We have not entered into any agreements with
our directors and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual
or threatened, to which any such person may be made a party by reason of the fact that the person is or was a director or officer of
our Company or any of our affiliated enterprises. We do not maintain any policy of directors' and officers' liability insurance
that insures its directors and officers against the cost of defense, settlement or payment of a judgment under any circumstances.

 Director Independence

 Our board of directors is currently composed of
five members, two of which could qualify as independent directors in accordance with the published listing requirements of the NASDAQ
Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not
been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various
types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that
no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors
made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with
regard to each director's business and personal activities and relationships as they may relate to us and our management.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The Company has engaged GreenGrowth CPAs ("GreenGrowth")
as the Company's independent registered public accounting firm.

 The Company's CEO signs engagement letters
with GreenGrowth before GreenGrowth does any audit or tax-related work for the Company. GreenGrowth was approved to provide audit services
for the Company for the years ended December 31, 2023 and 2022. GreenGrowth does not provide tax services for the Company.

 The following describes the audit fees, audit-related
fees, tax fees, and all other fees for professional services provided by GreenGrowth and Heaton, respectively:

 For the year ended December 31, 2023:

 For the year ended December 31, 2022:

 Audit Fees: $34,932

 Audit Fees: $32,000

 Audit-Related Fees: None

 Audit-Related Fees: None

 Tax Fees: None

 Tax Fees: None

 All Other Fees: None

 All Other Fees: None

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES

 Financial Statements and Schedules

 The financial statements are set forth under Item
8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable,
or the information is otherwise included.

 Exhibit List

 The following Exhibits have been previously filed
in the below referenced filings or have been attached hereto, and in any case, as is stated on the cover of this Report, all of the below
Exhibits are incorporated herein by reference.

 3.1*

 Certificate of Incorporation and amendments

 3.2*

 Bylaws, as amended

 31.1

 Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 executed by Matt Williams

 31.2

 Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 executed by Jeffrey Yates

 32.1

 Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by Matt Williams

 32.2

 Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by Jeffrey A. Yates

 101.INS

 101.PRE

 101.LAB

 101.DEF

 101.CAL

 101.SCH

 *
Filed with the Registration Statement Form 10-12(g) on September 30, 2021

 **
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed "furnished" and not "filed"
or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or deemed
"furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, and
otherwise are not subject to liability under these sections.

 ITEM 16. FORM 10–K SUMMARY

 This Item is optional. We may provide summaries in future Form 10-K
filings.

 SIGNATURES

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

 KwikClick, Inc.

 By: /s/ Fred Cooper

 Fred Cooper, President, CEO,

 Principal Executive Officer

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

 By: /s/ Fred Cooper

 Fred Cooper, President, CEO,

 Principal Executive Officer

 By: /s/ Jeffrey Yates

 Jeffrey Yates, Chief Financial Officer

 Principal Financial Officer

 By: /s/ Brady Cooper

 Brady Cooper Secretary

 By: /s/ Jeff Roberts

 Jeff Roberts

 Director

 By: /s/ Robert Green

 Robert Green

 Director

 KWIKCLICK, INC. AND SUBSIDIARY KWIKCLICK, LLC.

 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6580)

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6117)

 Consolidated Balance Sheets, December 31, 2023 and 2022

 Consolidated Statement of Operations, Year ended December 31, 2023 and 2022

 Consolidated Statement of Stockholders' Equity, Year ended December 31, 2023 and 2022

 Consolidated Statement of Cash Flows, Year ended December 31, 2023 and 2022

 Notes to the Consolidated Financial Statements, Year ended December 31, 2023 and 2022

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the Board of Directors and Shareholders

 of KwikClick, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheet of KwikClick, Inc. (the Company) as of December 31, 2023, and the related consolidated statements of operations, stockholders'
equity (deficit), and cash flows for the year then ended and the related notes (collectively referred to as the financial statements).

 In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and
its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern Considerations

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

 Basis for Opinion

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

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our 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.

 F- 2

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

 Critical Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated
to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 April 15, 2024

 GreenGrowth
CPAs

 We have served as the Company's auditor since 2023.

 Los Angeles, California

 PCAOB ID Number 6580

 F- 3

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Stockholders of

 KwikClick, Inc.

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of KwikClick, Inc. the Company) as of December 31, 2022, and 2021 and the related consolidated statements of operations,
changes in stockholders' equity (deficit) and cash flows for the years ended December 31, 2022 and December 31, 2021, and the related
notes (collectively referred to as the consolidated 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, 2022, and 2021 and the results of its operations
and its cash flows for the years ended December 31, 2022 and December 31, 2021, in conformity with accounting principles generally accepted
in the United States of America.

 Consideration of the Company's Ability
to Continue as a Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has not yet generated
revenues sufficient to cover its operating expenses and has negative working capital. This and other factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in
Note 3. 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 audits 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 financial statements. We believe that our audits provide a reasonable
basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters 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
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 F- 4

 Stock for Services and Compensation

 As described in Note 5 to the consolidated financial
statements, the Company issued common stock for services. Management establishes their estimate for the value of the stock for services
using recent sales of common stock.

 The principal considerations for our determination
that performing procedures relating to stock for services is a critical audit matter are due to the material impact it has on the consolidated
financial statements.

 Addressing the matter involved performing procedures
and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures
included, among others, evaluating the reasonableness of the historical sales of stock used by management to determine the expense related
to stock for services.

 /s/ Pinnacle Accountancy Group of Utah

 We have served as the Company's auditor
since 2021

 Pinnacle Accountancy Group of Utah

 (a dba of Heaton & Company, PLLC)

 Farmington, Utah

 April 12, 2023

 F- 5

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 ASSETS

 Current assets:

 Cash and cash equivalents

 64,186

 30,583

 Accounts receivable, net

 $
 16,503

 $
 –

 Total current assets

 80,689

 30,583

 Equipment, net

 4,515

 5,623

 Intellectual property, net

 1,406,491

 1,066,780

 Right to use asset

 64,194

 118,684

 Total assets

 $
 1,555,889

 $
 1,221,670

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable

 $
 962,553

 $
 546,807

 Accrued liabilities

 120,859

 124,551

 Lease obligation

 55,852

 54,295

 Related party loans

 1,680,405

 –

 Stock issuable

 –

 4,010

 Total current liabilities

 2,819,669

 729,663

 Long-term liabilities:

 Lease obligation, net of current portion

 10,174

 66,053

 Total liabilities

 2,829,843

 795,716

 Stockholders' equity (deficit)

 Preferred stock, $ 0.0001 par value; 5,000,000 shares authorized and none issued and outstanding

 –

 –

 Common stock, $ 0.0001 par value; 400,000,000 shares authorized and 153,148,705 and 149,442,605 shares issued and outstanding at December 31, 2023 and 2022, respectively

 15,316

 14,945

 Additional paid-in-capital

 9,113,260

 7,430,721

 Subscription receivable

 –

 ( 520,261
)

 Accumulated deficit

 ( 10,402,530
)

 ( 6,499,451
)

 Total stockholders' equity (deficit)

 ( 1,273,954
)

 425,954

 Total liabilities and stockholders' equity (deficit)

 $
 1,555,889

 $
 1,221,670

 The accompanying footnotes are an integral part
of these consolidated financial statements

 F- 6

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the Twelve Months Ended

 2023

 2022

 Revenues:

 Brand Services

 $
 288,229

 $
 306,835

 Software Licensing

 –

 300,000

 Net revenue

 288,229

 606,835

 Operating expenses:

 Cost of Sales

 216,990

 147,140

 Management and payroll

 2,105,101

 2,881,834

 Research and development

 804,847

 1,219,133

 General and administrative

 1,067,469

 285,270

 Total operating expenses

 4,194,407

 4,533,377

 Other income (expenses)

 Interest expense – related party

 ( 75,158
)

 ( 20,249
)

 Gain on liability settlement

 78,257

 –

 Loss before income taxes

)

)

 Provision for (benefit from) income taxes

 –

 –

 Net loss

 $
)

 $
)

 Basic and diluted loss per share

 $
 ( 0.03
)

 $
 ( 0.03
)

 Weighted average shares outstanding – basic and diluted

 150,692,758

 128,780,195

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

 F- 7

 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT)

 Preferred Stock

 Common Stock

 Additional Paid-in

 Subscription

 Accumulated

 Total Stockholders' Equity

 Shares

 Amount

 Shares

 Amount

 Capital

 Receivable

 Deficit

 (Deficit)

 Balance December 31, 2021

 –

 $
 –

 115,912,605

 $
 11,591

 $
 1,728,675

 –

 $
 ( 2,552,660
)

 $
 ( 812,394
)

 Issuance of common stock for cash

 –

 –

 10,000,000

 1,000

 999,000

 –

 –

 1,000,000

 Issuance of common stock for services

 –

 –

 1,700,000

 439,829

 –

 –

 440,000

 Issuance of common stock for settlement of stock issuable

 –

 –

 730,000

 1,041,127

 –

 –

 1,041,200

 Issuance of common stock for intellectual property acquisition

 –

 –

 99,990

 –

 –

 Issuance of common stock for conversion of shareholder loans and accrued interest

 –

 –

 20,000,000

 2,000

 1,998,000

 ( 520,261
)

 –

 1,479,739

 Issuance of common stock for accrued compensation

 –

 –

 333,333

 333,300

 –

 –

 333,333

 Stock based compensation

 –

 –

 666,667

 790,800

 –

 –

 790,867

 Net loss

 –

 –

 –

 –

 –

 –

)

)

 Balance December 31, 2022

 –

 $
 –

 149,442,605

 $
 14,945

 $
 7,430,721

 $
 ( 520,261
)

 $
 ( 6,499,451
)

 $
 425,954

 Capital Contribution

 –

 –

 –

 –

 4,010

 –

 –

 4,010

 Issuance of common stock for services

 –

 –

 1,906,100

 200,005

 –

 –

 200,196

 Issuance of common stock for stock issuable

 –

 –

 1,800,000

 299,820

 –

 –

 300,000

 Stock based compensation

 –

 –

 –

 –

 26,694

 –

 –

 26,694

 Proceeds from subscription receivable

 –

 –

 –

 –

 –

 520,261

 –

 520,261

 Stock appreciation rights issued for services

 –

 –

 –

 –

 1,136,284

 –

 –

 1,136,284

 Stock appreciation rights issued for liability settlement

 –

 –

 –

 –

 15,726

 –

 –

 15,726

 Net Loss

 –

 –

 –

 –

)

)

 Balance December 31, 2023

 –

 $
 –

 153,148,705

 $
 15,316

 $
 9,113,260

 $
 –

 $
 ( 10,402,530
)

 $
 ( 1,273,954
)

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

 F- 8

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years Ended

 2023

 2022

 Cash flows from operating activities:

 Net loss

 $
)

 $
)

 Depreciation and amortization

 89,153

 41,658

 Stock based compensation

 1,363,174

 1,230,867

 Gain on liability settlement

 ( 78,257
)

 –

 Loss on sale of equipment

 –

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 16,503
)

 –

 Operating leases

 1,664

 Accrued liabilities

 ( 3,692
)

 101,993

 Accounts payable

 213,758

 ( 5,751
)

 Net cash used in operating activities

 ( 2,335,278
)

 ( 2,575,800
)

 Cash flows from investing activities:

 Purchase of intellectual property

 ( 131,785
)

 ( 393,742
)

 Proceeds from sale of equipment

 –

 1,919

 Purchases of equipment

 –

 ( 6,656
)

 Net cash used in investing activities

 ( 131,785
)

 ( 398,479
)

 Cash flows from financing activities:

 Refund of stock payable

 –

 ( 30,000
)

 Proceeds from related party loans

 1,680,405

 1,875,000

 Payments on related party loans

 –

 ( 450,000
)

 Proceeds from issuance of common stock

 300,000

 1,000,000

 Proceeds from Subscription Receivable

 520,261

 –

 Net cash provided by financing activities

 2,500,666

 2,395,000

 Net increase (decrease) in cash and cash equivalents

 33,603

 ( 579,279
)

 Cash and cash equivalents at beginning of period

 30,583

 609,862

 Cash and cash equivalents at end of period

 $
 64,186

 $
 30,583

 Cash paid for income taxes

 $
 –

 $
 –

 Cash paid for interest

 $
 –

 $
 –

 Non-Cash Supplemental Disclosures

 Common stock issued for intellectual property

 $
 –

 $

 Common stock issued for stock issuable settlement

 $
 –

 $
 1,041,200

 Common stock issued for accrued compensation

 $
 –

 $
 333,334

 Stock appreciation rights issued for liability settlement

 $
 15,726

 $
 –

 Purchases of intellectual property in accounts payable

 $
 295,971

 $
 –

 Capital contribution for settlement of stock issuable

 $
 4,010

 $
 –

 Recognition of right of use asset and lease obligations

 $
 –

 $
 157,097

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

 F- 9

 NOTE 1. BUSINESS

 KwikClick, Inc., (the Company) was organized pursuant
to the laws of the State of Delaware on November 16, 1993. Beginning in 2020, the Company commenced its KwikClick business operations
to allow sellers to make products or services available on the KwikClick platform, at Kwik.com, offering a self-determined incentive budget
on goods or services in exchange for exposure and substantially increased sales volume. KwikClick is a social interaction, selling, and
referral software platform. Stores and manufacturers ("Brands") wishing to promote their products or services on the
KWIKClick software platform, which connects them to promoters, influencers, and customers. When the Brand is paid for the consumer
purchases through the KwikClick platform, the Brand pays an incentive budget to KwikClick. KwikClick receives the entire incentive
budget as revenue for generating the sales through its platform, and recognizes cost of sales upon calculation and payment of the commissions
paid to the wave of affiliates.

 Going Concern

 As reflected in the accompanying
consolidated financial statements, the Company has a net loss of $ 3,903,079 for the year ended December 31, 2023. If the
Company does not begin to generate sufficient revenue or raise additional funds through financing, the Company may need to incur
additional liabilities with certain related parties to sustain the Company's existence. There are currently no plans or agreements
in place to provide such funding. The Company will require additional funding to finance the growth of its future operations as well
as to achieve its strategic objectives.

 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Accounting Basis

 These consolidated financial statements are prepared
on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("US
GAAP"). The Company's fiscal year end is December 31.

 Principles of Consolidation

 The accompanying consolidated financial statements
include the accounts of the Company and its wholly owned subsidiary KwikClick LLC. Intercompany transactions and balances have been eliminated
in consolidation.

 Cash and Cash Equivalents

 Cash equivalents include all highly liquid investments
with an original maturity of three months or less when purchased. The Company did no t have cash equivalents at December 31, 2023
or 2022.

 Net Loss Per Share

 The Company presents both basic and diluted
earnings per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net loss by the weighted
average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period under the treasury stock method using the if-converted method. Due to the incurrence of net losses, the Company
did not include outstanding instruments convertible into common stock that would be anti-dilutive. As of December 31, 2023 the
Company had 102,470
warrants and 1,758,000
stock appreciation rights exercisable into shares of common stock that were potentially dilutive.

 Property and Equipment

 Property and equipment are recorded at cost.
Expenditures for major betterments and additions are charges to the asset accounts, while replacements, maintenance and repairs
which do not improve or extend the lives of the respective assets are charged to expense as incurred. Depreciation of property and
equipment is computed by the straight-line method using various rates based generally on the useful lives of the assets, which range
from five to seven years.

 Intellectual Property

 Intellectual property includes certain external
legal costs for the application, maintenance and extension of the useful life of patents. Intellectual property costs are capitalized,
based on management's estimates, when they are deemed to be recoverable. Other intellectual property-related costs are expensed
as incurred. Capitalized intellectual property costs are amortized utilizing the straight-line method over their remaining economic useful
lives of up to 15 years. Amortization of such costs begins when the patent is issued.

 F- 10

 Impairment of Long-Lived Tangible Assets and
Intellectual Property

 The Company reviews long-lived tangible and intellectual
property assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset
may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the
carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset's carrying value over its fair value.
The Company did no t recognize an impairment charge in the year ended December 31, 2023 or 2022.

 Research and Development

 Research and development costs primarily consist
of internal and external engineering staff wages, coding, and related on-going activities associated with upgrading and enhancing the
Company's internally developed software platform. Research and development costs that do not meet the criteria for capitalization,
including those costs determined to be probable to result in additional functionality, are expensed as incurred. For the years ended December
31, 2023 and 2022 the Company did no t capitalize any research and development costs.

 Revenue Recognition

 The Company determines the measurement of revenue
and the timing of revenue recognition utilizing the following core principles:

 Step
1: Identify the contract with the customer

 Step
2: Identify the performance obligations in the contract

 Step
3: Determine the transaction price

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

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

 Revenue is measured based on the amount of consideration
that the Company expects to receive, reduced by estimates for return allowances, promotional discounts, and rebates. Revenue excludes
any amounts collected on behalf of third parties, including product costs for goods not owned and indirect taxes.

 A description of the Company's revenue generating
activities is as follows:

 Third-Party Seller Services (Brand Services
Revenue):

 The Company offers programs that provide sellers
a software platform to sell their products. For some contracts the Company provides payment processing and order fulfillment facilitation.
The Company is not the seller of record in these transactions.

 The Company generally determines stand-alone revenue
based on a percentage of the prices charged by the seller to deliver products sold. The commissions and any related fulfillment,
shipping, and transaction processing fees the Company earns from these arrangements are recognized when the services are rendered, which
generally occurs upon delivery of the related products to a third-party carrier or to the product purchaser. The Company does not
incur material costs in obtaining third party seller contracts.

 Software Licensing (Hosting Arrangement):

 The Company licenses the use of its internally
developed software to third parties for a fixed fee over a specified term. Revenue under these arrangements are recognized ratably over
the contract term.

 Applicable sales commissions paid in connection
with contracts exceeding one year are capitalized and amortized over the contract term. During the years ended December 31, 2023
and 2022 the Company did no t incur material sales commissions.

 F- 11

 Return Allowances

 The fees earned by the Company are subject to
returns under similar terms as set by the third-party services using the Company's software platform. The Company does not
assume responsibility for refund or replacement of product costs. Return allowances, which reduce revenue and cost of sales, are
estimated using historical experience. During the years ended December 31, 2023 and 2022, the Company did no t incur material returns.

 Cost of Sales

 Cost of sales primarily consist of commissions
paid to third party influencers and consumers. Payment processing and related transaction costs, including those associated with seller
transactions, are classified in general and administrative expenses on our consolidated statements of operations.

 Stock-Based Compensation

 Stock-based compensation costs for eligible employees
and non-employees are measured at fair value on the date of grant. Compensation expense is recognized over the award's requisite
service period on a straight-line basis.

 The Company does not estimate forfeitures when
determining the fair value of stock-based awards, rather forfeitures of non-vested awards are recognized in the periods in which they
occur.

 Fair Value Measurements

 US GAAP define fair value as the price that would
be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in
an orderly transaction between market participants on the measurement date, and also establishes a fair value hierarchy which requires
an entity to maximize the use of observable inputs, where available. The three-level hierarchy of valuation techniques established to
measure fair value is defined as follows:

 Level 1 – Quoted prices in active markets for
identical assets or liabilities.

 Level 2 – Observable inputs, other than Level
1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level 3 – Unobservable inputs that are supported
by little or no market activity and that are significant to the fair value of the assets or liabilities.

 Whenever possible, the Company is required to
use observable market inputs (Level 1 – quoted market prices) when measuring fair value. The Company performed fair value measurements
of its common stock and stock options, using unobservable inputs within Level 3 of the hierarchy.

 The fair value of cash and equivalents, accounts
payable, accrued liabilities, and shareholder loans approximates the carrying amount of these financial instruments due to their short-term
maturity.

 Advertising

 The Company expenses advertising costs as
incurred. Advertising expense was $ 163,798
and $ 270,284 for
the years ended December 31, 2023 and 2022, respectively.

 F- 12

 Use of Estimates

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

 Lease Accounting

 The Company occupies office space under a lease
arrangement. The property is leased under a noncancelable agreement that contains a lease term in excess of twelve months on the date
of entry as well as renewal options for additional periods. The agreement, which has been classified as an operating lease, provides for
base minimum rental payments, as well non-lease components including insurance, taxes, maintenance, and other common area costs.

 At the lease commencement date, the Company
recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve
months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability
represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which
primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as
brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in
accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the
lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for
a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease
liabilities as of the date of entry were based on the original lease terms.

 Lease payments included in the measurement of
lease liabilities consist of (i) fixed lease payments for the noncancelable lease term, (ii) fixed lease payments for optional renewal
periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying
index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease
costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components
of the contract that may be considered non-lease related.

 Lease expense for operating leases consists of
the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments
are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases
reflects the use of the asset on straight-line basis over the expected term of the lease.

 Income Taxes

 Income taxes are accounted for under the asset
and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit
carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized as income in the period that includes the enactment date. Valuation allowances are established when necessary
in order to reduce deferred tax assets to the amounts expected to be recovered.

 The Company applies accounting guidance for income
taxes with respect to uncertain tax positions. As a result of this guidance, a tax position is recognized as a benefit only if it is "more
likely than not" that the tax position would be sustained in a tax examination with a tax examination being presumed to occur. The
amount recognized is the largest amount of tax benefit that has a greater than 50% cumulative likelihood of being realized on examination.
For tax positions not meeting the "more likely than not" test, no tax benefit is recorded.

 F- 13

 Foreign Currency Translation

 The Company's functional and reporting currency
is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate
prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of
exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses
arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
The Company did not have material translation adjustments during the periods presented.

 Reclassifications

 Certain prior year amounts have been reclassified
for consistency with the current year presentation. These reclassifications are not material and had no effect on the previously reported
financial position, results of operations, or cash flows.

 NOTE 3. PROPERTY AND EQUIPMENT

 Property and equipment as of December 31, 2023
and 2022 were as follows:

 Schedule of property and equipment

 2023

 2022

 Office Equipment

 $
 8,483

 $
 8,483

 Less Accumulated Depreciation

 ( 3,968
)

 ( 2,860
)

 Total property and equipment

 $
 4,515

 $
 5,623

 During the year ended December 31, 2023 and
2022, the Company recorded depreciation expense of $ 1,107
and $ 1,189.

 NOTE 4. INTELLECTUAL PROPERTY

 Intangible Assets as of December 31, 2023 and
2022 were as follows:

 Schedule of intangible assets

 2023

 2022

 Patents

 $
 1,455,815

 $
 1,028,059

 Domain

 Less Accumulated Amortization

 ( 149,324
)

 ( 61,279
)

 Total intangible assets

 $
 1,406,491

 $
 1,066,780

 During the year ended December 31, 2023 and
2022, the Company recorded amortization expense of $ 88,045
and $ 40,469,
respectively.

 F- 14

 Future Amortization Expense

 Schedule of future amortization expense

 Year

 Amount

 2024

 $

 2025

 2026

 2027

 2028

 Thereafter

 942,211

 $
 1,406,491

 NOTE 5. INCOME TAXES

 The Company follows ASC 740, Income
Taxes, which requires a company to determine whether it is more likely than not that a tax position will be sustained upon
examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure
the tax position to determine the amount to recognize in the financial statements. The Company does not have any material
unrecognized tax benefits as of December 31, 2023 or 2022.

 Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 Schedule of deferred tax assets and liabilities

 2023

 2022

 Deferred tax asset:

 Net operating loss carryover

 $
 1,535,382

 $
 947,624

 Valuation allowance

 ( 1,535,382
)

 ( 947,624
)

 Total deferred tax asset

 $
 –

 $
 –

 A reconciliation of amounts obtained by applying Federal tax rates
of 21 %
to pre-tax income to income tax benefit is as follows:

 Schedule of reconciliation income tax benefit

 2023

 2022

 Book income

 $
 ( 719,555
)

 $
 ( 828,826
)

 Stock for services

 131,796

 258,482

 Stock options

 –

 –

 Accrued liabilities – related party (unissued stock compensation)

 –

 –

 Change in valuation allowance

 587,759

 570,344

 Income tax expense

 $
 –

 $
 –

 The Company's tax returns are subject to
audit for all years since its inception in 2020.

 F- 15

 NOTE 6. STOCKHOLDERS' EQUITY

 Common Stock

 The Company issued the following shares of common
stock for the years ended December 31, 2023 and 2022:

 During the year ended December 31, 2023, the Company
issued 1,906,100 shares of common stock for services totaling $ 200,196.

 During the year ended December 31, 2023, the Company
issued 1,800,000 shares of common stock to settle the stock issuable of $ 300,000.

 During the year ended December 31, 2022, the
Company converted its loan principal of $ 1,459,489 and accrued interest payable of $ 20,250
totaling $ 1,479,739
owed to Fred Cooper, a majority shareholder, in exchange for a funding commitment for up to $2,000,000 and 20,000,000
shares. The shares were issued in December 2022, and the balance of $ 520,261
under the commitment was recorded as a subscription receivable at December 31, 2022 and received in 2023.

 In September 2022, the Company issued 75,000
shares of common stock valued at $1.00 per share for $ 75,000
to a former Board member for services rendered.

 In July and August 2022, the Company issued 10,000,000
shares of common stock at $0.10 per share for cash proceeds totaling $ 1,000,000.

 During the period from June through December
31, 2022, the Company issued 1,400,000
shares of common stock valued at $0.10 for $ 140,000
to a consultant for services rendered.

 In May 2022, the Company issued 75,000
shares of common stock valued at $1.00 per share for $ 225,000
to each of its three Board members ( 225,000
total shares) for services rendered.

 In May 2022, the Company issued 100,000 shares
of common stock valued at $ 100,000 to
Matt Williams, its President and Principal Executive Officer for the acquisition of the kwik.com domain name.

 In May 2022, the Company issued 1,000,000
shares of common stock valued at $1.00 per share for $ 1,000,000
in compensation to our President. Of this amount, $ 333,333
was for accrued compensation at December 31, 2021, while the remaining $666,667 was
for services rendered during the six months ended June 30, 2022.

 In April 2022, the Company issued 730,000
shares of common stock for cash proceeds totaling $ 1,041,200
that were received as of December 31, 2021. In December of 2020, the Company had $ 4,010 of cash proceeds for which the stock
has not been issued and is presented as a stock issuable liability in the accompanying condensed consolidated balance sheets.

 Stock Based Compensation

 During 2021 the Company adopted the 2021 Equity
Incentive Plan (the "Plan") the total number of shares of common stock authorized under Plan totals 10,000,000. The Plan requires
that all equity and equity-linked awards are granted with exercise prices equal, or at a premium, to the estimated fair market value of
the Company's common stock at the date of grant. All awards vest on a grant-by-grant basis at the discretion of the Board and currently
outstanding awards range from fully vested at the grant date to vesting periods of six months. Awards granted under the plan generally
expire between two and seven years from the date of grant. The Plan terminates no later than the tenth anniversary of the approval of
the incentive plans by the Company's Board of Directors. As of December 31, 2023, approximately 6,941,000 shares of common stock
were reserved for issuance under the Stock Option Plan.

 In addition to awards granted from the Plan,
the Company has granted equity and equity-linked awards for various employees and non-employees at the discretion of the Compensation
Committee of the Board of Directors. The fair value of the awards estimated at the grant date are earned and recognized over the requisite
service period.

 F- 16

 Warrants

 During the year ended December 31, 2023 the
Company issued 102,470
fully vested warrants to purchase shares of common stock at an exercise price of $ 0.01
per share for a term of two years. Included in the issuance of the warrants were 41,801 warrants that a grantee elected to receive
in lieu of common stock not yet issued in accordance with the terms of a prior agreement. The Company had previously recognized
stock-based compensation expense associated with the unissued common stock owed to the grantee of $ 104,502
during the year ended December 31, 2022.

 The grant date fair value of the warrants
not previously recognized totaled $ 26,694
and the associated expense for the fully vested awards were recognized during the twelve months ended December 31, 2023.

 The Company estimated the fair value of
the warrants on the grant date using a Black-Scholes options pricing model using the quoted market price on the grant date; exercise price
of $0.01 per share; expected volatility of approximately 80%; the contractual term of two years; and the risk-free interest rate of 0.2%.

 A summary of the common stock warrant activity
is as follows:

 Schedule of warrant activity

 Warrants

 Weighted
 Average
 Exercise Price

 Weighted
 Average
 Remaining
 Contractual
 Term (Years)

 Outstanding at January 1, 2023

 –

 $
 –

 –

 Warrants granted

 102,470

 0.01

 Exercised

 –

 –

 Forfeited, cancelled or expired

 –

 –

 Outstanding at December 31, 2023

 102,470

 $
 0.01

 1.75

 Exercisable at December 31, 2023

 102,470

 $
 0.01

 1.75

 Stock Appreciation Rights

 During the year ended December 31, 2023 the Company
issued 5,296,099 stock appreciation rights ("SARs"), of which 1,860,000 were fully vested on the date of grant,
to purchase shares of common stock based on the fair market value in excess of the base price on the date of exercise for a period of
seven years.

 The Company estimated the fair value of the SARs
on the grant date using a Black-Scholes options pricing model using the quoted market price on the grant date; exercise prices ranging
from $0.29 to $0.50 per share; expected volatility of approximately 80%; the contractual term of seven years; and a risk-free interest
rate of 3.0%.

 A summary of the stock appreciation rights activity
is as follows:

 Schedule of stock appreciation rights activity

 Stock

Appreciation

 Rights

 Weighted
 Average
 Exercise Price

 Weighted
 Average
 Remaining
 Contractual
 Term (Years)

 Outstanding at January 1, 2023

 –

 $
 –

 –

 Granted

 5,296,099

 0.41

 Exercised

 –

 –

 Forfeited, cancelled or expired

 –

 –

 Outstanding at December 31, 2023

 5,296,099

 $
 0.41

 6.78

 Exercisable at December 31, 2023

 1,758,000

 $
 0.44

 6.78

 F- 17

 The grant date fair value of the stock appreciation
rights issued during the twelve months ended December 31, 2023 totaled $ 1,567,186.

 Included in the stock appreciation rights granted
during the year ended December 31, 2023; 28,000 SARs with an estimated fair value of $ 15,726 were issued for the settlement of an outstanding
liability totaling $ 93,983 resulting in the recognition of a gain on settlement totaling $ 78,527.

 During the twelve months ended December 31, 2023
the Company recognized total expense associated with the SARs totaling $ 1,152,010. As of December 31, 2023 the Company expects to recognize
$ 415,177 of compensation expense over the next three months associated with the vesting of its currently outstanding stock appreciation
rights.

 As of December 31, 2023, the Company has committed
 3,058,505 shares of stock for the fulfillment of the all of its outstanding equity and equity-linked awards.

 NOTE 7. RELATED PARTY TRANSACTIONS

 During
the years ended December 31, 2023 and 2022, the Company received loans from Mr. Fred Cooper, the Company's Chairman and Chief Executive
Officer, totaling $ 1,680,405
 and $ 1,875,000,
respectively. The loans in 2023 carry interest at a rate of 10 %
per annum.

 During the year
ended December 31, 2022, the Company converted its loan principal of $ 1,459,489 and accrued interest of $ 20,250 totaling $ 1,479,739
owed to Fred Cooper, a majority shareholder, in exchange for a funding commitment for up to $2,000,000 and 20,000,000
shares. As of December 31, 2021, $34,489 was due to Mr. Cooper. During the first quarter of 2023, Mr. Cooper funded the
remainder of the Subscription Receivable of $520,261 and provided additional funding to the Company.

 During the years ended December 31, 2023 and 2022,
the Company recognized total interest expense of $ 75,158 and $ 20,249 respectively.

 During the year ended December 31, 2022, the Company
had a Software Licensing Agreement with NewAge, Inc., a company affiliated with Fred Cooper, our Chairman, CEO, President and majority
stockholder. Under the agreement, which terminated on July 31, 2022, the Company received licensing fees totaling $ 300,000.

 NOTE 8. COMMITMENTS AND CONTINGENCIES

 On May 31, 2023, NAI Liquidation Trust, the successor
in interest to the defunct NewAge, Inc. by and through its Liquidation Trustee, Steven Balasiano, filed an adversary proceeding against
the Company in the Newage Chapter 11 bankruptcy case (Delaware Case #22-10819). The Company licensed some of its technology to NewAge
pursuant to a license agreement that started in September 2021 and terminated in late 2022. A prior adversarial action was brought by
NewAge in the same bankruptcy case but was never served and was dismissed on June 1, 2023. Like the prior dismissed action, NAI Liquidation
Trust contends that they are the rightful owner of KwikClick's intellectual property. NAI Liquidation Trust brings several causes
of action related to that contention.

 The Company believes that the code base and functionality
of its software platform differs materially from any intellectual property owned by NewAge. The Company intends to vigorously defend and
assert its intellectual property rights. In the event the Company does not prevail it may be required to impair substantially all of its
intangible assets with a carrying value of approximately $1.5 million at December 31, 2023 and may be forced to discontinue its on-going
fee-based sales platform. The litigation is in its early stages, an estimate of reasonably possible loss cannot be made at this time.
As such, there has been no further adjustment to the accompanying consolidated statements of financial position, results of operations,
or cash flows as of and for the twelve months ended December 31, 2023.

 F- 18

 NOTE 9. OPERATING LEASE

 As of December 31, 2023, the Company leased
its Bountiful, Utah corporate headquarters under a non-cancellable lease arrangement. The operating lease, which expires in January
2025, calls for base monthly payments on an escalating basis ranging from $4,992
to $5,296.
The Company estimated the lease liability associated with the corporate headquarters operating lease using a discount rate of 8 % per
annum. The discount rate is based on an estimate of the Company's incremental borrowing rate for a term similar to the lease
term on the commencement date of February 16, 2022.

 The following table summarizes the Company's
undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease:

 Schedule of expected term of the lease

 2024

 63,400

 2025

 5,296

 Total undiscounted cash payments

 68,696

 Less imputed interest

 ( 2,670
)

 Present value of payments

 $
 66,026

 The Company recognized lease expense
associated with its non-cancelable operating lease totaling $ 61,721
and $ 56,578
for the years ended December 31, 2023 and 2022, respectively. The weighted average remaining term of the Company's operating
leases as of December 31, 2023, was approximately 13 months.

 NOTE 10. SUBSEQUENT EVENTS

 From January 1, 2024 through the date of this
report, Mr. Cooper has provided additional funding in the amount of $402,522 under the previously issued promissory note and security
agreement.

 F- 19