Kaya Holdings, Inc 10-K for FY2021

Kaya Holdings, Inc. (KAYS)

10-K 2022-04-18 For: 2021-12-31

Added on April 06, 2026

About this 10-K

Kaya Holdings, Inc filed this 10-K on April 18, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $889.9K; down 13.6% from $1.03M a year earlier
Net income: $9.39M; compared with a net loss of $12.3M a year earlier

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	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] For the fiscal year ended December 31, 2021 Commission File No. 333-177532 KAYA HOLDINGS, INC. (Exact name of registrant as specified in its charter)
	Delaware	90-0898007
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

		Page
Part I
Item 1.	Business.	1
Item 1A.	Risk Factors.	26
Item 1B.	Unresolved Staff Comments.	31
Item 2.	Properties.	31
Item 3.	Legal Proceedings.	32

Part II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters.	34
Item 6.	[Reserved]	35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	35
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	38
Item 8.	Financial Statements and Supplementary Data.	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	38
Item 9A.	Controls and Procedures.	39
Item 9B.	Other Information.	39

Part III
Item 10.	Directors, Executive Officers and Corporate Governance.	40
Item 11.	Executive Compensation.	41
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	42
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	43
Item 14.	Principal Accountant Fees and Services.	44

Part IV
Item 15.	Exhibits and Financial Statement Schedules.	46
Item 16.	Form 10-K Summary	47
Signatures		47

	·	breakdown of the equipment;
	·	labor disputes;

	·	imposition of new government regulations;
	·	sabotage by operational personnel;
	·	cost overruns; and
	·	fire, flood, or other acts of God.

·		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.

·	As long as the Company is an EGC, the Company may comply with Item 402 of Regulation S-K, which requires extensive quantitative and qualitative disclosure regarding executive compensation, by disclosing the more limited information required of a “smaller reporting company .”

·	In the event that the Company registers the common stock under the Exchange Act, the Jobs Act will also exempt the Company from the following additional compensationrelated disclosure provisions that were imposed on U.S. public companies pursuant to the Dodd-Frank Act:

	(i)	the advisory vote on executive compensation required by Section 14A(a) of the Exchange Act;

	(ii)	the requirements of Section 14A(b) of the Exchange Act relating to stockholder advisory notes on “golden parachute” compensation;

	(iii)	the requirements of Section 14(i) of the Exchange Act as to disclosure relating to the relationship between executive compensation and our financial performance; and

·		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 sales persons;

·		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.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future insurance under equity compensations plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	0 shares ⁽¹⁾	n/a	0 shares

Equity compensation plans not approved by security holders	0 shares	n/a	0 shares

	2021		2020
Net cash provided by (used in) operating activities	$	(1,043,482)	$	(289,617	)
Net cash provided by (used in) investing activities	$	1,274,018	$	(31,688	)
Net cash provided by financing activities	$	296,000	$	277,500
Net (decrease) increase in cash	$	526,536	$	(43,805	)

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

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

▪		Lack of controls over related party transactions: As of December 31, 2021, the Company did not establish a formal written policy for the approval, identification and authorization of related party transactions.

Name	Age	Position(s) and Office(s) Held
Craig Frank	60	Chairman of the Board, President, Chief Executive Officer, Acting Chief Financial Officer, Director
Carrie Schwarz	61	Director
Mitchell Chupak	67	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)		753,345		20		23.06
Carrie Schwarz		60,002		0		*
Mitchel Chupak		50,601		0		*

All directors and
executive officers,
as a group (three
persons) (1)(2)		3,345,519		20		23.52	%

Other 5% or greater
stockholders:
Ilan Sarid		1,533,131				6.24	%
RLH Financial Partners, Inc (3)				20		20	%

	2021		2020
Audit fees	$	35,500	$	35,500
Audit-related fees		-0-		-0-
Tax fees		-0-		-0-
All other fees		-0-		-0-
		35,500	$	35,500

a)		The following documents are filed as part of this Annual Report:

(1)		Financial Statements – The following Consolidated Financial Statements of the Company are contained in Item 8 of this Annual Report:

•		Reports of Independent Registered Public Accounting Firms

•		Consolidated Balance Sheets at December 31, 2021 and 2020

•		Consolidated Statements of Operations for the years ended December 31, 2021 and 2020

•		Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 20201and 2020

•		Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020

•		Notes to the Consolidated Financial Statements.

(2)		Financial Statement Schedules were omitted, as they are not required or are not applicable, or the required information is included in the Consolidated Financial Statements.

(3)		Exhibits – The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b32 under the Exchange Act:

Exhibit No.		Description of Exhibit
3.1		Certificate of Incorporation, as amended (1)(2)

3.2		Bylaws, as amended(1)

10.1		Share Exchange Agreement dated February 3, 2010 by and among Netspace International, Inc. and the stockholders of Alternative Fuels Americas, Inc.(1)


10.2		2011 Incentive Stock Plan, as amended (1) +

10.6		Form of 8% Convertible Promissory Note (1)

10.5		Consulting Agreement between Registrant and Tudog International Consulting, Inc ^{. (1)} +

10.6		Office Lease for premises located at 305 South Andrews Avenue, Suite 209, Fort Lauderdale, FL 33301 (3)

10.9		Letter Agreement effective December 1, 2011 between Registrant and Ilan Sarid(1)

10.10		Amendment to Consulting Agreement between Registrant and Tudog International Consulting, Inc. (1) +

10.11		Amendment to Consulting Agreement between Registration and The Tudog Group ⁽³⁾+

21.1		Subsidiaries of Registrant (4)

23.1		Consent of M&K CPAS LLC⁽⁵⁾

31.1		Section 302 Certification⁽⁵⁾

32.1		Section 906 Certification⁽⁵⁾

	KAYA HOLDINGS, INC.

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

Signature	Title	Date


/ s/ Craig Frank	Chairman of the Board, President, Chief Executive Officer,
Craig Frank	Acting Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer)	April 18, 2022



/s/ Carrie Schwarz	Director	April 18, 2022
Carrie Schwarz


/s/ Mitchel Chupak	Director	April 18, 2022
Mitchel Chupak


ASSETS
	(Audited)			(Audited)
	December 31, 2021			December 31, 2020
CURRENT ASSETS:
Cash and equivalents	$	565,979		$	43,162
Inventory		51,484			47,618
Prepaid expenses		13,967			12,135
Total current assets		631,430			102,915

NON-CURRENT ASSETS:
Right-of-use asset - operating lease		255,770			322,760
Property and equipment, net of accumulated depreciation of $364,331 and $547,469 as of December 31, 2021 and December 31, 2020, respectively		574,733			1,824,946
Investment in subsidaries		25,021			31,688
Other Assets		82,159			16,507
Total non-current assets		937,683			2,195,901

Total assets	$	1,569,113		$	2,298,816


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expense	$	918,148		$	988,247
Accounts payable and accrued expense-related parties		141,990			846,111
Accrued interest		1,152,783			616,329
Right-of-use liability - operating lease		79,875			149,896
Taxable Payable		782,107			—
Convertible notes payable, net of discount of $0 and $79		25,000			363,243
Notes payable		9,312			9,312
Derivative liabilities		4,980,563			17,328,904
Total current liabilities		8,089,778			20,302,042

NON-CURRENT LIABILITIES:
Notes payable-related party		250,000			250,000
Convertible notes payable, net of discount of $477,634 and $494,851		6,934,518			6,399,574
Accounts payable and accrued expensed related parties		500,000			—
Right-of-use liabiliy - operating lease		202,722			273,289
Total non-current liabilities		7,887,240			6,922,863
Total liabilities		15,977,018			27,224,905

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, 2021 and December 31, 2020, respectively		—			100
Common convertible preferred stock, Series D, par value $.0001; 10,000,000 shares authorized; 40 and 0 issued and outstanding at December 31, 2021 and December 31, 2020, respectively		—			—
Common stock , par value $.001; 500,000,000 shares authorized; 14,722,835 shares issued as of December 31, 2021 and 14,264,409 shares outstanding as of December 31, 2020, respectively		14,723			14,265
Subscriptions payable		163,630			163,880
Additional paid in capital		21,735,185			20,639,456
Accumulated deficit		(34,495,346	)		(44,219,608	)
Accumulated other comprehensive income		(3,719	)		—
Total stockholders' deficit attributable to parent company		(12,585,527	)		(23,401,907	)
Non-controlling interest		(1,822,378	)		(1,524,182	)
Total stockholders' deficit		(14,407,905	)		(24,926,089	)

Total liabilities and stockholders' deficit	$	1,569,113		$	2,298,816


	(Audited)			(Audited)
	For The Twelve			For The Twelve
	Months Ended			Months Ended
	December 31, 2021			December 31, 2020

Net sales	$	889,899		$	1,029,543

Cost of sales		279,333			310,685

Gross profit		610,566			718,858

Operating expenses:
Professional fees		889,912			1,327,607
Salaries and wages		370,034			418,697
(Gain) Loss on impairment of assets		—			87,151
General and administrative		780,462			720,525
Total operating expenses		2,040,408			2,553,980

Operating loss		(1,429,842	)		(1,835,122	)

Other income (expense):
Interest expense		(635,810	)		(602,806	)
Amortization of debt discount		(333,296	)		(241,755	)
Derivative liabilities expense		(566,080	)		(324,033	)
Gain (loss) on extinguishment of debt		6,155			—
Gain (loss) on Settlement		44,294			—
Gain (loss) on disposal		142,844			(173,658	)
Change in derivative liabilities expense		12,947,095			(9,119,848	)
Other income (expense)		—			—
Total other income (expense)		11,605,202			(10,462,100	)

Net income (loss) before income taxes		10,175,360			(12,297,222	)

Provision for Income Taxes		(782,107	)		—

Net income (loss)		9,393,253			(12,297,222	)

Net Income (loss) attributed to non-controlling interest		(331,009	)		(198,401	)

Net income (loss) attributed to Kaya Holdings, Inc.		9,724,262			(12,098,821	)

Basic net income (loss) per common share	$	0.66		$	(0.92	)

Weighted average number of common shares outstanding - Basic		14,760,118			13,161,972

Diluted net income (loss) per common shassre	$	0.13		$	(0.92	)

Weighted average number of common shares outstanding - Diluted		72,181,499			13,161,972


	Preferred Stock-Series C			Preferred Stock- Series D			Post-Split Common Stock						Subscription Payable			Additional Paid-in		Accumulated			Accumulated Comprehensive			Noncontrolling			Total Stockholders’
	Shares		Amount	Shares		Amount	Shares			Amount			Amount			Capital		Deficit			Loss			Interest			Deficit
Balance, December 31, 2019	100,000	$	100	—	$	—	12,500,254			12,501		$	163,630		$	19,778,857	$	(32,120,787	)	$	—		$	(1,325,781	)	$	(13,491,480	)
Imputed interest	—		—	—		—	—			—			—			22,500		—			—			—			22,500
Common stock issued for Cash	—		—	—		—	—			—			250			7,715		—			—			—			7,965
Common stock issued for services	—		—	—		—	546,667			547			—			263,445		—			—			—			263,992
Common stock issued for services - related parties	—		—	—		—	533,333			533			—			263,467		—			—			—			264,000
Common stock issued for debt conversion and interest	—		—	—		—	683,753			684			—			101,879		—			—			—			102,563
Warrants granted for Cash	—		—	—		—	—			—			—			4,535		—			—			—			4,535
Reclassification of derivative liabilities to additional paid in capital	—		—	—		—	—			—			—			197,058		—			—			—			197,058
Rounding Shares	—		—	—		—	402			—			—			—		—			—			—			—
Net loss	—		—	—		—	—			—			—			—		(12,098,821	)		—			(198,401	)		(12,297,222	)
Balance, December 31, 2020 (Audited)	100,000	$	100	—	$	—	14,264,409		$	14,265		$	163,880		$	20,639,456	$	(44,219,608	)	$	—		$	(1,524,182	)	$	(24,926,089	)
Balance, December 31, 2020	100,000	$	100	—	$	—	14,264,409		$	14,265		$	163,880		$	20,639,456	$	(44,219,608	)	$	—		$	(1,524,182	)	$	(24,926,089	)
Imputed interest	—		—	—		—	—			—			—			22,438		—			—			—			22,438
Common stock issued for Cash	—		—	—		—	158,332			158			(250	)		35,092		—			—			—			35,000
Common stock issued for notes conversion and interest	—		—	—		—	1,306,765			1,307			—			194,708		—			—			—			196,015
Share Cancellation	—		—	—		—	(1,006,671	)		(1,007	)		—			1,007		—			—			—			—
Exchange of pre of preferred shares - series C to series D	(100,000)		(100)	40		—	—			—			—			100		—			—			—			—
Settlement of related party accrued compensation	—		—	—		—	—			—			—			559,058		—			—			—			559,058
Reclassification of derivative liabilities to additional paid in capital	—		—	—		—	—			—			—			283,326		—			—			—			283,326
Business combination of foreign entities	—		—	—		—	—			—			—			—		—						35,805			35,805
Translation Adjustment	—		—	—		—	—			—			—			—		—			(3,719	)		(2,992	)		(6,711	)
Net income	—		—	—		—	—			—			—			—		9,724,262			—			(331,009	)		9,393,253
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	)

Schedule of fair value of assets and liabilities measured on recurring basis
	Fair Value Measurements at December 31, 2021
		Level 1		Level 2		Level 3
Assets
Cash	$	565,979	$	-	$	-
Total assets		565,979		-		-
Liabilities
Convertible debentures, net of discounts of $477,634		-		-		6,959,518
Short term debt, net of discounts of $-0-		-		-		-
Derivative liability		-		-		4,980,563
Total liabilities		-		-		11,940,081
	$	565,979	$	-	$	(11,940,081)


	Fair Value Measurements at December 31, 2020
		Level 1		Level 2		Level 3
Assets
Cash	$	43,162	$	-	$	-
Total assets		43,162		-		-
Liabilities
Convertible debentures, net of discounts of $494,851		-		-		7,012,817
Short term debt, net of discounts of $-0-		-		-		-
Derivative liability		-		-		17,328,904
Total liabilities		-		-		24,091,721
	$	43,162	$	-	$	(24,091,721)

•		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, 2021			December 31, 2020
	(Audited)			(Audited)
ATM Machine	$	5,600		$	5,600
Computer		30,713			18,990
Furniture & Fixtures		42,965			43,466
HVAC		44,430			41,768
Land		533,778			697,420
Leasehold Improvements		147,636			142,979
Machinery and Equipment		69,312			312,331
Sign		12,758			12,758
Structural		-			1,017,359
Vehicle		51,872			79,744
Total		939,064			2,372,415
Less: Accumulated Depreciation		(364,331	)		(547,469	)
Property, Plant and Equipment - net	$	574,733		$	1,824,946

Schedule of non current assets
	December 31, 2021 (Audited)		December 31, 2020 (Audited)
Rent Deposits	$	11,016	$	11,016
Security Deposits		71,143		5,491
Non-Current Assets	$	82,159	$	16,507

Schedule of Convertible Debt
Convertible Debt Summary
	Debt Type	Debt Classification		Interest Rate	Due Date	Default	Ending
	Debt Type	CT	LT	Interest Rate	Due Date		12/31/2021	12/31/2020

A	Convertible	X		10.0%	1-Jan-17	X	25,000	$ 25,000
B	Convertible		X	8.0%	1-Jan-24		82,391	82,391
C	Convertible		X	8.0%	1-Jan-24		41,195	41,195
D	Convertible		X	8.0%	1-Jan-24		262,156	262,156
O	Convertible		X	8.0%	1-Jan-24		136,902	136,902
P	Convertible		X	8.0%	1-Jan-24		66,173	66,173
Q	Convertible		X	8.0%	1-Jan-24		65,274	65,274
S	Convertible		X	8.0%	1-Jan-24		63,205	63,205
T	Convertible		X	8.0%	1-Jan-24		313,634	313,634
BB	Convertible		X	10.0%	1-Jan-24		-	50,000
CC	Convertible		X	10.0%	1-Jan-24		100,000	100,000
KK	Convertible		X	8.0%	1-Jan-24		188,000	188,000
LL	Convertible		X	8.0%	1-Jan-24		749,697	749,697
MM	Convertible		X	8.0%	1-Jan-24		124,690	124,690
NN	Convertible		X	8.0%	1-Jan-24		622,588	622,588
OO	Convertible		X	8.0%	1-Jan-24		620,908	620,908
PP	Convertible		X	8.0%	1-Jan-24		611,428	611,428
QQ	Convertible		X	8.0%	1-Jan-24		180,909	180,909
RR	Convertible		X	8.0%	1-Jan-24		586,804	586,804
SS	Convertible		X	8.0%	1-Jan-24		174,374	174,374
TT	Convertible		X	8.0%	1-Jan-24		345,633	345,633
UU	Convertible		X	8.0%	1-Jan-24		171,304	171,304
VV	Convertible		X	8.0%	1-Jan-24		121,727	113,322
XX	Convertible		X	8.0%	1-Jan-24		112,734	112,734
YY	Convertible		X	8.0%	1-Jan-24		173,039	173,039
ZZ	Convertible		X	8.0%	1-Jan-24		166,603	166,603
AAA	Convertible		X	8.0%	1-Jan-24		104,641	104,641
BBB	Convertible		X	8.0%	1-Jan-24		87,066	87,066
CCC	Convertible		X	8.0%	1-Jan-24		-	25,000
DDD	Convertible		X	8.0%	1-Jan-24		75,262	75,262
EEE	Convertible		X	8.0%	1-Jan-24		160,619	160,619
GGG	Convertible		X	8.0%	1-Jan-24		79,422	79,422
HHH	Convertible		X	8.0%	1-Jan-24		-	35,000
JJJ	Convertible		X	8.0%	1-Jan-24		52,455	52,455
LLL	Convertible		X	8.0%	1-Jan-24		77,992	77,992
MMM	Convertible		X	8.0%	1-Jan-24		51,348	51,348
PPP	Convertible		X	8.0%	1-Jan-24		95,979	95,979
RRR	Convertible		X	8.0%	1-Jan-24		-	15,000
SSS	Convertible		X	8.0%	1-Jan-24		75,000	75,000
TTT	Convertible		X	8.0%	1-Jan-24		80,000	80,000
UUU	Convertible		X	8.0%	1-Jan-24		-	20,000
VVV	Convertible		X	8.0%	1-Jan-24		75,000	75,000
WWW	Convertible		X	8.0%	1-Jan-24		60,000	-
XXX	Convertible		X	8.0%	1-Jan-24		100,000	-
YYY	Convertible		X	8.0%	1-Jan-24		50,000	-
ZZZ	Convertible		X	8.0%	1-Jan-24		40,000	-
AAAA	Convertible		X	8.0%	1-Jan-24		66,000	-

Total Convertible Debt							7,437,152	7,257,747
Less: Discount							(477,634)	(494,930)
Convertible Debt, Net of Discounts							$ 6,959,518	$ 6,762,817
Convertible Debt, Net of Discounts, Current							$ 25,000	$ 363,243
Convertible Debt, Net of Discounts, Long-term							$ 6,934,518	$ 6,399,574

Non-related party
	December 31, 2021		December 31, 2020
Note 5		9,312		9,312
Note BBBB		—		—
Note CCCC		—		—
Total Non-Convertible Debt		9,312		9,312

Loan payable - Stockholder, 0%, Due December 31, 2021 (1)	$	250,000	$	250,000

	$	250,000	$	250,000

Derivative liabilities
Balance as of December 31, 2020	$	17,328,904
Initial		882,080
Change in Derivative Values		(12,947,095	)
Conversion of debt-reclass to APIC		(283,326	)
Balance as of December 31, 2021	$	4,980,563

Schedule of warrants
Warrants issued to Non-Employees

		Weighted	Weighted
		Average	Average
	Warrants	Exercise	Contract
	Issued	Price	Terms Years
Balance as of December 31, 2020	737,703	0.47	2.17
Granted	-	-	-
Exercised	-	-	-
Expired	(16,667)	-	-
Balance as of December 31, 2021	316,158	0.42	1.09

	Schedule of maturity of lease liabilities
Maturity of Lease Liabilities at December 31, 2021		Amount
	2022		120,960
	2023		99,203
	2024		76,617
	Later years		27,041
	Total lease payments		323,823
	Less: Imputed interest		(41,224	)
	Present value of lease liabilities	$	282,597

Schedule of deferred tax assets
	Year Ending December 31, 2021			Year Ending December 31, 2020
Deferred Tax Asset		2,891,850			2,378,639
Valuation Allowance		(2,891,850	)		(2,378,639	)
Net Deferred Tax Asset	$	—		$	—

1.		I have reviewed this report on Form 10-K for the year ended December 31, 2021 of the Registrant (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.