Kaya Holdings, Inc S-1/A, filed Dec 11, 2024

Kaya Holdings, Inc. (KAYS)

S-1/A 2024-12-11

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Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

	Page
ABOUT THIS PROSPECTUS	4
TRADEMARKS, TRADE NAMES AND SERVICE MARKS	4
MARKET, INDUSTRY AND OTHER DATA	4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
PROSPECTUS SUMMARY	5
SUMMARY FINANCIAL INFORMATION	8
RISK FACTORS	9
USE OF PROCEEDS	18
SELLING STOCKHOLDERS	18
PLAN OF DISTRIBUTION	19
BUSINESS	21
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	39
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	40
MANAGEMENT	45
EXECUTIVE COMPENSATION	47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	48
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	49
DESCRIPTION OF CAPITAL STOCK	50
LEGAL MATTERS	50
EXPERTS	51
AVAILABLE INFORMATION	51
DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	51
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	52

Common stock offered by selling stockholders:		25,000,000 shares of common stock

Common stock outstanding as of the date of this prospectus:		41,572,835 shares of common stock⁽¹⁾

Terms of the Offering:		The selling stockholders will determine when and how they will sell the shares of common stock offered in this prospectus.

Use of Proceeds:		We will not receive any proceeds from the sale of common stock offered by the selling stockholders under this prospectus.

Risk Factors:		The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. These risks include, among others

Statement of Operations Data	For the Nine Months Ended September 30 (Unaudited)						For the Years Ended December 31,
	2024			2023			2023			2022
Revenue		31,009			162,372			196,294			685,379
Cost of revenue		13,678			58,402			81,345			225,107
Operating expenses		1,855,549			1,029,291			1,359,368			2,171,712
Other income (expenses)		(1,402,760	)		2,360,949			2,904,237			(1,926,344	)
Income Tax Benefit/Provision		(2,819	)		(19,109	)		(23,327	)		(93,910	)

Balance Sheet Data	As of September 30, 2024 (Unaudited)			As of December 31, 2023 2022

Cash		64,794			29,108		18,330
Total assets		268,589			215,856		843,241
Total liabilities		18,429,725			15,966,344		18,446,982
Total Stockholders' deficit		(18,161,136	)		(15,750,488	)	(17,603,741	)

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

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

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

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

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

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

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

	●	actual or anticipated variations in our operating results;

	●	announcements of developments by us or our competitors;

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

	●	adoption of new accounting standards affecting our Company’s industry;

	●	additions or departures of key personnel;

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

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

David M. L. Roberts	25,392,333 (1)(2)	25,000,000 (2)	4.99% (2)	3,307,000(2)(3)
CVC International Ltd.	25,122,333(4)	24,720,000(4)	4.99%(2)	3,307,000(2)(3)

	●	The Connecticut legislature has begun the process toward legalizing Psilocybin centers for the treatment of veterans. Many veterans’ groups are advocating making psychedelic treatments available for veterans, particularly those with PTSD.

	●	Texas, Utah, Maryland, and Washington State have set up task forces to study the medical use of psilocybin and have funded research to explore the effects of psilocybin on certain mental health conditions.

	●	Colorado and California have ballots initiatives pending that would legalize psilocybin.

	●	The New Jersey senate is considering a bill that would legalize psilocybin to treat certain disorders.

	●	The Canadian government has been sued by an advocate group to force the legalization of psilocybin and other psychedelics.

	●	Australia’s medicines regulator, the Therapeutic Goods Administration, has down-scheduled MDMA and Psilocybin for controlled clinical used as part of psychotherapy in clinical settings.

	●	Psilocybin is le gal to possess, sell, transport, and cultivate in Bahamas, Jamaica, Brazil, Nepal, Netherlands (only as a truffle), and Samoa. Possession of psilocybin is legal in Austria, British Virgin Islands, Spain, and Portugal.

	2023			2022
Net cash (used in) operating activities	$	(1,045,799	)	$	(918,799	)
Net cash provided by investing activities	$	812,859		$	17,177
Net cash provided by financing activities	$	245,000		$	370,000
Net increase in cash	$	12,060		$	531,622

	Nine Months Ended September 30, 2024			Six Months Ended June 30, 2023
Net cash (used in) operating activities		(723,218	)		(855,683	)
Net cash (used in) provided by investing activities		1,884			812,859
Net cash provided by (used in) financing activities		757,500			85,000
Net increase in cash		36,166			42,176

Name	Age	Position(s) and Office(s) Held
Craig Frank	64	Chairman of the Board, President, Chief Executive Officer, Acting Chief Financial Officer, Director
Carrie Schwarz	64	Director
Mitchell Chupak	70	Director

Name and Address of Beneficial Owner and Directors and Executive officers:	Number of Shares of Common Stock		Number of Shares of Preferred Stock		Percentage of shares (4)

Craig Frank (1)(2)		6,113,345		20		28.23
Carrie Schwarz		1,360,002		0		1.96
Mitchel Chupak		1, 350,601		0		1.94

All directors and
executive officers,
as a group (three
persons) (1)(2)		8,823,948		20		32.13	%

Other 5% or greater
stockholders:

RLH Financial Partners, Inc (3)		4,000,000		20		25.77	%

Audited Financial Statements:		Page
Report of Independent Registered Public Accounting Firms		F-1

Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022		F-4

Consolidated Statements of Changes In Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023 and 2022		F-6

Consolidated Statements of Cash flows for the Years Ended December 31, 2023 and 2022		F-7

Notes to Consolidated Financial Statements		F-8
Unaudited Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023		F-33

Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2024 and 2023 (unaudited)		F-34

Condensed Consolidated Statements of Changes In Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2024 and 2023 (unaudited)		F-36

Condensed Consolidated Statements of Cash flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)		F-37

Notes to Condensed Financial Statements (unaudited)		F-38

ASSETS
	(Audited)			(Audited)
	December 31, 2023			December 31, 2022
CURRENT ASSETS:
Cash and equivalents		29,108		$	18,330
Inventory		9,259			11,990
Prepaid expenses		58,588			28,158
Total current assets		96,955			58,478

NON-CURRENT ASSETS:
Right-of-use asset - operating lease		29,865			182,604
Assets for sale		—			516,076
Property and equipment, net of accumulated depreciation of $216,890 and $358,396 as of December 31, 2023 and December 31, 2022, respectively		24,875			36,720
Goodwill		23,682			22,188
Other Assets		40,479			27,175
Total non-current assets		118,901			784,763

Total assets	$	215,856		$	843,241


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expense	$	589,085		$	961,396
Accounts payable and accrued expense-related parties		514,972			273,190
Accrued interest		2,369,015			1,759,669
Right-of-use liability - operating lease		30,885			93,067
Taxable Payable		899,344			876,017
Convertible notes payable, net of discount of $0 and $54,707		125,000			240,293
Notes payable		124,312			9,312
Derivative liabilities		2,752,321			6,204,878
Total current liabilities		7,404,934			10,417,822

NON-CURRENT LIABILITIES:
Notes payable		500,000			—
Notes payable-related party		250,000			250,000
Convertible notes payable, net of discount of $742 and $333,107		7,311,410			7,179,045
Accrued expense-related parties		500,000			500,000
Right-of-use liability - operating lease		—			100,115
Total non-current liabilities		8,561,410			8,029,160

Total liabilities		15,966,344			18,446,982

STOCKHOLDERS' DEFICIT:
Convertible preferred stock, Series C, par value $.001; 10,000,000 shares authorized; 0 and 100,000 issued and outstanding at December 31, 2023 and December 31, 2022, respectively		—			—
Convertible preferred stock, Series D, par value $.0001; 10,000,000 shares authorized; 40 and 40 issued and outstanding at December 31, 2023 and December 31, 2021, respectively		—			—
Common stock , par value $.0001; 500,000,000 shares authorized; 0 shares and 22,172,835 shares issued as of December 31, 2023 and 22,172,835 shares outstanding as of December 31, 2022 , respectively		22,173			22,173
Subscriptions payable		163,630			163,630
Additional paid in capital		22,513,739			22,277,612
Accumulated deficit		(36,462,263	)		(38,071,960	)
Accumulated other comprehensive income (loss)		(12,617	)		(11,027	)
Total stockholders' deficit attributable to parent company		(13,795,294	)		(15,619,572	)
Non-controlling interest		(1,955,194	)		(1,984,169	)
Total stockholders' deficit		(15,750,488	)		(17,603,741	)

Total liabilities and stockholders' deficit	$	215,856		$	843,241

	(Audited)			(Audited)
	For The			For The
	Year Ended			Year Ended
	December 31, 2023			December 31, 2022

Net sales	$	196,294		$	685,379

Cost of sales		81,345			225,107

Gross profit		114,949			460,272

Operating expenses:
Professional fees	$	752,973		$	1,262,095
Salaries and wages		209,433			383,762
General and administrative		396,962			525,855
Total operating expenses		1,359,368			2,171,712

Operating loss		(1,244,419	)		(1,711,440	)

Other income (expense):
Interest expense	$	(665,427	)	$	(629,386	)
Amortization of debt discount		(387,072	)		(303,398	)
Gain on lease extinguishment		—
Gain on disposal		—
Gain on impairment of right of use assets		151,082			—
Gain on sale of land		177,883			17,177
Gain on sale of the license		208,346
Change in derivative liabilities expense		3,297,215			(1,010,737	)
AP forgiveness		112,560
Other income		9,650			—

Total other income (expense)		2,904,237			(1,926,344	)

Net income (loss) from continuing operations before income taxes		1,659,818			(3,637,784	)

Provision for Income Taxes	$	(23,327	)	$	(93,910	)

Net income (loss)		1,636,491			(3,731,694	)

Net Income (loss) attributed to non-controlling interest		26,794			(155,080	)

Net income (loss) attributed to Kaya Holdings, Inc.		1,609,697			(3,576,614	)

Basic net income (loss) per common share	$	0.07		$	(0.24	)

Weighted average number of common shares outstanding - Basic		22,172,835			15,049,410

Diluted net income (loss) per common share	$	0.01		$	(0.24	)

Weighted average number of common shares outstanding - Diluted		203,750,520			15,049,410


								Additional Paid-in Capital	Accumulated Deficit	Accumulated Comprehensive Loss	Noncontrolling Interest	Total Stockholders' Deficit
							Subscription Payable
	Preferred Stock - Series C		Preferred Stock - Series D		Common Stock		Subscription Payable
	Shares	Amount	Shares	Amount	Shares	Amount	Amount

Balance, December 31, 2021 (Audited)	-	$ -	40	$ -	14,722,835	$ 14,723	$ 163,630	$ 21,735,185	$ (34,495,346)	$ (3,719)	$ (1,822,378)	$ (14,407,905)

Imputed interest	-	-	-	-	-	-	-	22,500	-	-	-	22,500

Common stock issued for services	-	-	-	-	5,350,000	5,350	-	361,125	-	-	-	366,475

Common stock issued for services - related parties	-	-	-	-	2,100,000	2,100	-	141,750	-	-	-	143,850

Settlement of related party accrued compensation	-	-	-	-	-	-	-	17,052	-	-	-	17,052

Translation Adjustment	-	-	-	-	-	-	-	-	-	(7,308)	(6,711)	(14,019)

Net Loss	-	-	-	-	-	-	-	-	(3,576,614)	-	(155,080)	(3,731,694)

Balance, December 31, 2022 (Unaudited)	-	-	40	-	22,172,835	22,173	163,630	22,277,612	(38,071,960)	(11,027)	(1,984,169)	(17,603,741)

Balance, December 31, 2022 (Audited)	-	$ -	40	$ -	22,172,835	$ 22,173	$ 163,630	$ 22,277,612	$ (38,071,960)	$ (11,027)	$ (1,984,169)	(17,603,741)

Imputed interest	-	-	-	-	-	-	-	22,500	-	-	-	22,500

Settlement of derivative liabilities to additional paid in capital	-	$ -	-	-	-	-	-	155,342	-	-	-	155,342

Release of related party accruals and payable	-	$ -	-	$ -	-	$ -	$ -	$ 38,329	$ -	$ -	$ -	38,329

Translation Adjustment	-	$ -	-	-	-	-	-	-	-	(1,590)	2,181	591

Net Income	-	$ -	-	-	-	-	-	-	1,609,697	-	26,794	1,636,491

Balance, December 31, 2023	-	$ -	40	-	22,172,835	22,173	163,630	22,513,739	(36,462,263)	(12,617)	(1,955,194)	(15,750,488)

Schedule of fair value assets and liabilities measured on recurring and nonrecurring basis
	Fair Value Measurements at December 31, 2023
		Level 1		Level 2		Level 3
Assets
Cash	$	29,108	$	-	$	-
Total assets		29,108		-		-
Liabilities
Convertible debentures, net of discounts of $742		-		-		7,436,410
Derivative liability		-		-		2,752,321
Total liabilities		-		-		10,188,731
	$	29,108	$	-	$	(10,188,731)


	Fair Value Measurements at December 31, 2022
		Level 1		Level 2		Level 3
Assets
Cash	$	18,330	$	-	$	-
Total assets		18,330		-		-
Liabilities
Convertible debentures, net of discounts of $477,634		-		-		7,419,338
Derivative liability		-		-		6,204,878
Total liabilities		-		-		13,624,216
	$	18,330	$	-	$	(13,624,216)

•		Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
•		Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
•		Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.
•		Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Schedule of Property Plant And Equipment
	December 31, 2023			December 31, 2022
	(Audited)			(Audited)
ATM Machine	$	—		$	5,600
Computer		30,713			30,713
Furniture & Fixtures		56,978			42,965
HVAC		25,000			44,430
Land		17,703			533,778
Leasehold Improvements		32,304			147,636
Machinery and Equipment		55,067			69,312
Sign		—			12,758
Vehicle		24,000			24,000
Total		241,765			911,192
Less: Accumulated Depreciation		(216,890	)		(358,396	)
Property, Plant and Equipment - net	$	24,875		$	552,796

Schedule of other assets noncurrent
	December 31, 2023 (Audited)		December 31, 2022 (Audited)
Other Receivable	$	11,047	$	10,668
Rent Deposits		23,941		11,016
Security Deposits		5,491		5,491
Non-Current Assets	$	40,479	$	27,175

Schedule of Accounts Payable and Accrued Liabilities
	December 31, 2023		December 31, 2022
Accounts payable		561,551		899,823
Accrued expenses		27,534		61,573
Total		589,085		961,396

Schedule of Convertible Debt
Convertible Debt Summary
	Debt Type	Debt Classification		Interest Rate	Due Date	Ending
	Debt Type	CT	LT	Interest Rate	Due Date	12/31/2023	12/31/2022

A	Convertible	X		10.0%	1-Jan-17	25,000	$ 25,000
B	Convertible		X	8.0%	31-Dec-25	82,391	82,391
C	Convertible		X	8.0%	31-Dec-25	41,195	41,195
D	Convertible		X	8.0%	31-Dec-25	262,156	262,156
O	Convertible		X	8.0%	31-Dec-25	136,902	136,902
P	Convertible		X	8.0%	31-Dec-25	66,173	66,173
Q	Convertible		X	8.0%	31-Dec-25	65,274	65,274
S	Convertible		X	8.0%	31-Dec-25	63,205	63,205
T	Convertible		X	8.0%	31-Dec-25	313,634	313,634
CC	Convertible	X		10.0%	01-Jan-24	100,000	100,000
KK	Convertible		X	8.0%	31-Dec-25	188,000	188,000
LL	Convertible		X	8.0%	31-Dec-25	749,697	749,697
MM	Convertible		X	8.0%	31-Dec-25	124,690	124,690
NN	Convertible		X	8.0%	31-Dec-25	622,588	622,588
OO	Convertible		X	8.0%	31-Dec-25	620,908	620,908
PP	Convertible		X	8.0%	31-Dec-25	611,428	611,428
QQ	Convertible		X	8.0%	31-Dec-25	180,909	180,909
RR	Convertible		X	8.0%	31-Dec-25	586,804	586,804
SS	Convertible		X	8.0%	31-Dec-25	174,374	174,374
TT	Convertible		X	8.0%	31-Dec-25	345,633	345,633
UU	Convertible		X	8.0%	31-Dec-25	171,304	171,304
VV	Convertible		X	8.0%	31-Dec-25	121,727	121,727
XX	Convertible		X	8.0%	31-Dec-25	112,734	112,734
YY	Convertible		X	8.0%	31-Dec-25	173,039	173,039
ZZ	Convertible		X	8.0%	31-Dec-25	166,603	166,603
AAA	Convertible		X	8.0%	31-Dec-25	104,641	104,641
BBB	Convertible		X	8.0%	31-Dec-25	87,066	87,066
DDD	Convertible		X	8.0%	31-Dec-25	75,262	75,262
EEE	Convertible		X	8.0%	31-Dec-25	160,619	160,619
GGG	Convertible		X	8.0%	31-Dec-25	79,422	79,422
JJJ	Convertible		X	8.0%	31-Dec-25	52,455	52,455
LLL	Convertible		X	8.0%	31-Dec-25	77,992	77,992
MMM	Convertible		X	8.0%	31-Dec-25	51,348	51,348
PPP	Convertible		X	8.0%	31-Dec-25	95,979	95,979
SSS	Convertible		X	8.0%	31-Dec-25	75,000	75,000
TTT	Convertible		X	8.0%	31-Dec-25	80,000	80,000
VVV	Convertible		X	8.0%	31-Dec-25	75,000	75,000
WWW	Convertible		X	8.0%	31-Dec-25	60,000	60,000
XXX	Convertible		X	8.0%	31-Dec-25	100,000	100,000
YYY	Convertible		X	8.0%	31-Dec-25	50,000	50,000
ZZZ	Convertible		X	8.0%	31-Dec-25	40,000	40,000
AAAA	Convertible		X	8.0%	31-Dec-25	66,000	66,000
BBBB	Convertible	X		12.0%	1-Mar-23	-	150,000
CCCC	Convertible	X		10.0%	1-Mar-23	-	120,000
DDDD	Convertible		X	10.0%	31-Dec-25	-	100,000

Total Convertible Debt						7,437,152	7,807,152
Less: Discount						(742)	(387,819)
Convertible Debt, Net of Discounts						$ 7,436,410	$ 7,419,333
Convertible Debt, Net of Discounts, Current						$ 125,000	$ 240,288
Convertible Debt, Net of Discounts, Long-term						$ 7,311,410	$ 7,179,045

Schedule of Nonconvertible Debt
	December 31, 2023		December 31, 2022
Note 5		9,312		9,312
Note 6		500,000		—
Note 7		100,000		—
Note 8		15,000		—
Current non-convertible notes		124,312
Non-current convertible notes		500,000
Total Non-convertible notes		624,312		9,312

Schedule of related party transactions
B-Related Party
Loan payable - Stockholder, 0%, Due December 31, 2025 (1)	$	250,000	$	250,000
	$	250,000	$	250,000

Schedule of ratchet feature related to convertible debt
Balance as of December 31, 2022	$	6,204,878
Change in Derivative values		(3,297,215	)
Settlement of derivative to APIC		(155,342	)
Balance as of December 31, 2023	$	2,752,321

Schedule of operating lease, lease income
Maturity of lease liabilities at December 31, 2023				Amount
2024				31,861
2025				-
Total lease payments				31,861
Less: imputed interest				(976.00)
Present value of lease liabilities				30,885

Schedule of warrants
	Warrants Issued	Weighted Average Exercise Price	Weighted Average Contract Terms Years
Balance as of December 31, 2022	316,158	0.4744455	0.36
Granted	-	-	-
Exercised	-	-	-
Expired	(316,158)	-	-
Balance as of December 31, 2023	-	-	-

Schedule of future minimum rental payments for operating leases
Maturity of lease liabilities at December 31, 2023				Amount
2024				31,861
2025				-
Total lease payments				31,861
Less: imputed interest				(976.00)
Present value of lease liabilities				30,885

Schedule of lessee,operating lease, liability
Leased assets	Operating Lease Liability As of December 31, 2023		Remaining months		Weighted average remaining term
KAYA		18,722		9		5.49
MJAI		12,163		4		1.56
Total		30,885		7.05

Schedule of Deferred Tax Assets and Liabilities
	Year Ending December 31, 2023			Year Ending December 31, 2022
Deferred Tax Asset		3,523,495			3,427,125
Valuation Allowance		(3,523,495	)		(3,427,125	)
Net Deferred Tax Asset	$	—		$	—


ASSETS
	(Unaudited)			(Audited)
	September 30, 2024			December 31, 2023
CURRENT ASSETS:
Cash and equivalents	$	64,794		$	29,108
Inventory		240			9,259
Prepaid expenses		26,549			58,588
Total current assets		91,583			96,955

NON-CURRENT ASSETS:
Right-of-use asset - operating lease		83,155			29,865
Property and equipment, net of accumulated depreciation of $220,270 and $216,890 as of September 30, 2024 and December 31, 2023, respectively		40,261			24,875
Goodwill		24,037			23,682
Other Assets		29,553			40,479
Total non-current assets		177,006			118,901

Total assets	$	268,589		$	215,856


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expense	$	646,100		$	589,085
Accounts payable and accrued expense-related parties		754,557			514,972
Accrued interest		2,659,752			2,369,015
Right-of-use liability - operating lease		83,155			30,885
Taxable Payable		902,163			899,344
Convertible notes payable, net of discount of $0 and $0		135,000			125,000
Notes payable		9,312			124,312
Derivative liabilities		3,900,734			2,752,321
Total current liabilities		9,090,773			7,404,934

NON-CURRENT LIABILITIES:
Notes payable		500,000			500,000
Notes payable-related party		250,000			250,000
Convertible notes payable, net of discount of $280,700 and $742		8,088,952			7,311,410
Accrued expense-related parties		500,000			500,000
Total non-current liabilities		9,338,952			8,561,410

Total liabilities		18,429,725			15,966,344

STOCKHOLDERS' DEFICIT:
Convertible preferred stock, Series D, par value $.0001; 10,000,000 shares authorized; 40 and 40 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		—			—
Common stock , par value $.0001; 1,500,000,000 shares authorized; 41,572,835 shares issued as of September 30, 2024 and 22,172,835 shares outstanding as of December 31, 2023 , respectively		4,157			22,173
Subscriptions payable		163,630			163,630
Additional paid in capital		23,344,739			22,513,739
Accumulated deficit		(39,601,954	)		(36,462,263	)
Accumulated other comprehensive income		(12,108	)		(12,617	)
Total stockholders' deficit attributable to parent company		(16,101,536	)		(13,795,294	)
Non-controlling interest		(2,059,600	)		(1,955,194	)
Total stockholders' deficit		(18,161,136	)		(15,750,488	)

Total liabilities and stockholders' deficit	$	268,589		$	215,856

Schedule of fair value assets and liabilities measured on recurring and nonrecurring basis
	Fair Value Measurements at September 30, 2024
	Level 1		Level 2		Level 3
Assets
Cash	$	64,794	$	—	$	—
Total assets		64,794		—		—
Liabilities
Convertible debentures, net of discounts of $294,368		—		—		8,223,952
Derivative liability		—		—		3,900,734
Total liabilities		—		—		12,124,686
	$	64,794	$	—	$	(12,124,686	)
		Fair Value Measurements at December 31, 2023
		Level 1		Level 2		Level 3
Assets
Cash	$	29,108	$	—	$	—
Total assets		29,108		—		—
Liabilities
Convertible debentures, net of discounts of $742		—		—		7,436,410
Derivative liability		—		—		2,752,321
Total liabilities		—		—		10,188,731
	$	29,108	$	—	$	(10,188,731	)