10-K/A

	UNITED STATES<br><br> <br>SECURITIES AND EXCHANGE COMMISSION<br><br> <br>WASHINGTON, D.C. 20549<br><br> <br><br><br> <br>FORM 10-K/A<br><br> <br><br><br> <br>Amendment No. 1 to Form 10-K<br><br> <br><br><br> <br>**☒**ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<br><br> <br><br><br> <br>For the Fiscal Year Ended December 31, 2023<br><br> <br><br><br> <br>OR<br><br> <br><br><br> <br>**☐**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<br><br> <br>****<br><br> <br>For the Transition Period from _________ to _________<br><br> <br><br><br> <br>Commission File No. 333-177532<br><br> <br><br><br> <br>KAYA HOLDINGS, INC.<br><br> <br>(Exact name of registrant as specified in<br> its charter)<br><br> <br>
	Delaware	90-0898007
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

915 Middle

River Drive, Suite 316

Ft. Lauderdale, Florida 33304

(Address of principal executive offices)

(954)-892-6911

(Registrant’s telephone number, including area code)

_________________________________________________________________

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

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
None

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

None

(Title of Class)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

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

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

Large<br> accelerated filer ☐	Accelerated<br> filer ☐	Smaller<br> reporting company ☒
Non-accelerated<br> filer ☒		Emerging<br> 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 Exchange Act).

☐ Yes ☒No

The aggregate market value of the voting stock held

by non-affiliates of the Registrant was approximately $1,354,515 as of June 30, 2022, based on the closing price on such date of $0.07 of the Company’s common stock on the OTCQB tier of the over-the-counter market operated by OTC Markets Group, Inc.

Indicate the number of shares outstanding of each

of the registrant’s classes of common stock, as of the latest practicable date. There were 22,172,835 shares of common stock outstanding as of April 12, 2024.

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

EXPLANATORY NOTE

---

This Form 10-K/A Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) is being filed solely to correct an inadvertent error in the date of the 2023 Form 10-K certified to by our principal executive, financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which certification was filed as Exhibit32.1.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

---

The following

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

(3)       Exhibits

Exhibit No.	Description of Exhibit
31.1	Section 302 Certification
31.2	Section 906 Certification

SIGNATURES

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

Dated: August 1, 2024

KAYA HOLDINGS, INC.
By:	/s/ Craig Frank
	Craig Frank
	Chairman of the Board, President, Chief Executive Officer and Acting Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

AND CHIEFFINANCIAL OFFICER PURSUANT TO

18 U.S.C.SECTION 1350, AS ADOPTED PURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, Craig Frank, Chairman of the Board, President, Chief Executive Officer and Acting Chief Financial Officer (Principal Executive, Financial and Accounting Officer) of Kaya Holdings, Inc. (the “Registrant”), certify that:

1.	I have reviewed this report on Form 10-K/A Amendment No..1 to Form 10-K for the year ended December 31, 2023 of the Registrant (as so amended, the “Report”);
2.	Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report;
3.	Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in the Report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-a15(f) and 15d-15(f) for the Registrant and have:
a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the Report is being prepared;
---	---
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in the Report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the Report based on such evaluation; and
d)	disclosed in the Report any change in the Registrant’s internal controls over financial reporting that occurred during the Registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
---	---	---
a)		All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls.

Dated: August 1, 2024

KAYA HOLDINGS, INC..
By:	/s/ Craig Frank
	Craig Frank, Chairman of the Board, President Chief Executive Officer and Acting Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATIONPURSUANT TO

18 U.S.C.SECTION 1350 AS ADOPTED PURSUANT

TO SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Form 10-K/A Amendment No. 1 to the Annual Report of Kaya Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (as so amended, the “Report”), I, Craig Frank, Chairman of the Board, President, Chief Executive Officer and Acting Chief Financial Officer (Principal Executive, Financial and Accounting Officer), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fully presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 1, 2024

KAYA<br> HOLDINGS, INC..
By:	/s/<br> Craig Frank
	Craig<br> Frank, Chairman of the Board, President, Chief Executive Officer and Acting Chief Financial Officer (Principal Executive, Financial<br> and Accounting Officer)