We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. We evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. As a result of this evaluation, management concluded that our disclosure controls and procedures were not effective as of December 31, 2021 for the same reasons that our internal control over financial reporting was not effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2015,2021, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")(2013) and SEC guidance on conducting such assessments. Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not effective due to the following material weakness identified:

We will continue to strive to correct the above noted weakness in internal control once we have adequate funds to do so. We believe appointing a director who qualifies as a financial expert will improve the overall performance of our control over our financial reporting.

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

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 20152021 that materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company’s management, including the chief executive officer and principal financial officer, do not expect that its disclosure controls or internal controls will prevent all errors or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

None.

Our Directors make all compensation decisions for, and approvesapprove recommendations regarding, equity awards to the our Directors and employees.

16

Summary Compensation Table

The following table sets forth for the last completed fiscal years ended December 31, 20152021 and 20142020 the cash compensation paid by the Company as well as certain other compensation paid with respect to those years to ourits officers:

Summary Compensation Table (in $)
Name and Principal Position		Year		Salary (1)				Stock Awards (2)				Option Awards (3)				All Other Compensation (4)				Total
Daniel Allen		2015		$	69,785				--				214,555				--			$	284,340
CEO		2014			--				--				--				--				--
Ricky G. Bennett		2015			88,500			$	320,000			$	87,747				--			$	496,247
VP of Operations		2014		$	59,469				--			$	203,941				--			$	263,410

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Michael Jerome		2015		$	73,538				--			$	25,416				--			$	100,954
VP of Media and Public Relations
Patrick Deparini		2015		$	77,000				--				--				--			$	77,000
CFO		2014			--				--			$	466,564				--			$	466,564
Sean Campbell		2015			--				--			$	178,459				--			$	178,459
Former CEO		2014		$	46,154				--			$	423,090				--			$	469,244
Dan Sullivan		2015		$	13,462				--				--				--			$	13,462
VP of Marketing		2014		$	45,231				--			$	1,749,620			$	37,194			$	1,821,485
Ted Daniels		2015
VP of Sales		2014		$	23,077				--				--			$	12,520			$	35,597
David Uddman
Former President		2014			--				--				--				--				--
Jolene Uddman
Former Treasurer		2014			--				--				--				--				--

Summary Compensation Table (in $)
Name and Principal Position		Year				Salary (1)				Stock Awards (2)				Option Awards (3)				All Other Compensation (4)				Total
Evan DeVoe,			2021			$	188,462			$	-			$	-				-			$	188,462
Chief Executive Officer(5)			2020			$	134,000				-				-				-			$	134,000
Daniel Allen,			2020			$	-			$	-			$	-				-			$	-
Chief Executive Officer (5)

(1)	The dollar value of base salary (cash and non-cash) earned during the year.

(2)
(2)	The fair value of the shares of common stock issued during the periods covered by the table calculated on the grant date in accordance with ASC 718-10-30-3.

(3)
(3)	The fair value of all stock options granted during the periods covered by the table calculated on the grant date in accordance with ACS 718-10-30-3.

(4)
(4)	All other compensation received that we could not properly report in any other column of the table including the dollar value of any insurance premiums we paid for life insurance for the benefit of the named executive officer.
(5)	Mr. Allen resigned as our Chief Financial and Accounting Officer on March 13, 2020. On March 13, 2020 Evan DeVoe became our new Chief Executive, Financial and Accounting Officer.

See Item 10 of this report for information  concerning the changes in our management during the two years ended December 31, 2015.

Equity Compensation Plan

Up to 15,000,000 shares of common stock are reserved for issuance under our 2014-2015 Stock Incentive Plan (“the Plan”) that was adopted on November 12, 2014.  

.

The purposes of the Plan are to enhance our ability to attract and retain the services of qualified employees, officers and directors, contractors and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business largely depends, and to provide additional incentives to such persons or entities to devote their utmost effort and skill to our advancement and betterment by providing them an opportunity to participate in the ownership of our common stock and thereby have an interest in our success.

Shares that are eligible for grant under the Plan include Incentive Stock Options, Non-Qualified Stock Options and Restricted Stock. “Incentive Options” are any options designated and qualified as an “incentive stock option” as defined in Section 422 of the Internal Revenue Code. “Non-Qualified Options” are any options that are not an Incentive Option. To the extent that any option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, it will constitute a Non-Qualified Option. “Restricted Stock” are shares of common stock issued pursuant to any restrictions and conditions as established by the Plan.

Only our employees (including our officers and Directors if they are employees) are eligible to receive Incentive Options under the Plan.

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Our employees, officers and Directors (whether or not employed by us), and service providers are eligible to receive Non-Qualified Options or acquire Restricted Stock under the Plan.

17

The following tables list the options granted, cancelled and exercised during the fiscal yearyears ended December 31, 20152021 and 2020 to our current and former officers and directors pursuant to the Plan:

Options Granted
				Options				Exercise			Expiration
Name		Grant Date		Granted				Price			Date
Dan Allen		7/28/2015			6,328,764			$	0.034		7/28/21
Michael Jerome		2/15/2015			150,000			$	0.170		2/14/20

Options Cancelled
						Weighted				Weighted Average
						Average				Remaining Contractual
Employee		Total Options				Exercise Price				Term (Years)
Sean Campbell			4,001,402			$	0.23				4.25
Patrick Deparini			1,200,000			$	0.23				4.25
Dan Sullivan			3,000,000			$	0.39				3.58

Options Granted

Name		Grant Date		Options ExercisedGranted		Exercise Price		Expiration Date
None		-		-		-		-

Options Cancelled

Employee		Total Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
None		-		-		-

Options Exercised

Name		Date of Exercise		Shares Acquired on Exercise		Value Realized
NameNone		Exercise-		On Exercise-		Realized
						-

None

The following lists the options held by our current and former officers and directors:

		Shares underlying unexercised Options which are:
Name		Exercisable				Unexercisable				Exercise Price			Expiration Date
Dan Allen			3,639,279				2,599,485			$	0.03		7/28/2021
Ricky Bennett			2,750,000				1,750,000			$	0.04		10/31/2020
Ricky Bennett			200,000				100,000			$	1.00		3/31/2019
Michael Jerome			100,000				50,000			$	0.17		2/14/2020
Sean Campbell			805,498				--			$	0.23		2/28/2019
Dan Sullivan			1,500,000				--			$	0.39		7/31/2019

The following shows certain information as of December 31, 20152021 concerning the stock options and stock bonuses granted pursuant to the Plan. Each option represents the right to purchase one share of common stock.

Name of Plan		Total Shares Reserved Under Plan				Shares Reserved for Outstanding Options				Shares Issued				Remaining Options/Shares Under Plan
2014-2015 Stock Incentive Plan			15,000,000				900,000				--				14,100,000

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The following table shows the weighted average exercise price of the outstanding options granted pursuant to the Plan as of December 31, 2015. The Plan has not been approved by our shareholders.

Plan Name		Number of Securities to be Issued Upon Exercise of Outstanding Options (a)				Weighted-Average Exercise Price of Outstanding Options				Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans, Excluding Securities Reflected in Column (a)
2014-2015 Stock Incentive Plan			900,000			$	0.25				14,100,000

Directors'

Plan Name		Number of Securities to be Issued Upon Exercise of Outstanding Options (a)				Weighted- Average Exercise Price of Outstanding Options				Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans, Excluding Securities Reflected in Column (a)
2014-2015 Stock Incentive Plan			7,700,000			$	0.05				7,300,000

Directors’ Compensation

Our directors are not entitled to receive compensation for services rendered to us, or for each meeting attended except for reimbursement of out-of-pocket expenses. We have no formal or informal arrangements or agreements to compensate our director for services she provides as a director of our company.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial ownership of the Company’s common stock as of December 31, 20152021 by (i) each person whom the Company knows beneficially owns more than 5% of the outstanding shares of the Company’s common stock; (ii) each of the Company’s officers and directors; and (iii) all the officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment powers over his shares of common stock.

18

Title Of Class	Name, Title and Address of Beneficial Owner of Shares		Amount of Beneficial Ownership				Percent of Class
Common	Daniel Allen, Chief Executive Officer			668,000				0.5	%
Common	Ricky G. Bennett, VP of Operations and Compliance			42,000				0.0	%
Common	Michael Jerome, VP of Media and Public Relations
Common	Scott Jackson, Director
Common	Doyle Knudson, Director
	All Directors and Officers as a group (5 persons)			15,482,688				12.5	%
Common	NSG Group, Inc.			6,280,390				5.1	%
Common	Dan Sullivan, Former VP of Marketing (1)			26,754,755				21.7	%

Name and Address of Owner		Shares Owned				Percent of Class
Evan DeVoe			-				*
Christopher Galvin			38,246	(1)			*
Daniel Allen			8,366				*
Doyle Knudson			35,586	(2)			*
All Directors and Officers as a group (4 persons)			82,198				*

(1)	Includes 50% of the shares owned by CGDK, LLC, a company in which Mr. Galvin owns a 50% interest, and 2,660 shares owned directly by Mr. Galvin.
(2)	Represents 50% of the shares owned by CGDK, LLC a company in which Mr. Knudson owns a 50% interest.
*	less than 1%.

Note: As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

(1)ITEM 13.

Includes 4,000,000 shares of the Company’s common stock held by Arapahoe Foundation, 10,904,455 shares held by Emerald Enterprises and 11,850,300 held in the name of Daniel Sullivan.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On July 31, 2014, we borrowed $98,150 from an entity controlled by one of our officers and

See Note 7 to the Financial Statements included as a shareholder.  The loan is due and payable on demand and bears no interest.  As of December 31, 2015 and 2014, the principal balance owed on this loan was $98,150.

As of December 31, 2014, a related party had loaned us $10,000, in the form of cash and expenses paid on our behalf.  The loan is due and payable on demand and bears no interest.  During the year ended December 31, 2015 the Company borrowed an additional $20,000 from this person and the principal balancepart of this loan was $30,000 as of December 31, 2015.

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As of December 31, 2014, areport for information regarding notes payable to related party had loaned us $180,122, in the form of cash and expenses paid on our behalf.  The loan is due and payable on demand and bears no interest.  The Company repaid $125,500 towards this loan during 2015 and as of December 31, 2014 and 2015, the principal balance owed on this loan was $180,122 and $54,622, respectively.

During 2015, the Company borrowed $20,000 from an entity controlled by one of our shareholders.  The loan is due and payable on demand and bears no interest.  During 2015, we repaid this loan.

During 2015, we borrowed $43,575 from our former Chief Financial Officer. As of December 31, 2015 $43,000 of the loan had been repaid and the principal amount owed was $575. The loan is non-interest bearing, and due on demand.

During October 2015, we borrowed $30,000 from an entity controlled by one of our officers. The loan is due and payable on demand and is non-interest bearing. As of December 31, 2015, the principal balance owed on this loan was $30,000.

In July 2015, we entered into an arrangement with a related party whereby we could borrow up to $500,000 in Convertible Notes. Through December 31, 2015, we borrowed a total of $415,000 which is evidenced by one Convertible Note.  The Convertible Note bears interest at 5% per year, payable quarterly in arrears, matures twelve months from the date of issuance and is convertible into shares of our common stock at a per share conversion price of $0.025. As of December 31, 2015, the principal balance owed on this Convertible Note was $415,000.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

parties.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth fees billed to us by our independent auditors for the years ended 20152021 and 20142020 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

SERVICES		2015				2014
Audit fees		$	40,000			$	20,814
Audit-related fees							-
Tax fees							-
All other fees							-
Total fees		$	40,000			$	20,814

SERVICES		2021				2020
Audit- M&K CPA		$	53,450			$	43,500
Tax fees			-				-
All other fees			-				-

Audit fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual financial statements and the review of our interim financial statements. Before our independent accountants were engaged by to render these services, their engagement was approved by our Directors.

PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number		Name and/or Identification of Exhibit
3		Articles of Incorporation & By-Laws
		(a) Articles of Incorporation (1)
		(b) By-Laws (1)
	(b) By-Laws (1)

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31		Rule 13a-14(a)/15d-14(a) Certifications
32		Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
101		Interactive Data Files (2)
		(INS) Inline XBRL Instance Document
		(SCH) Inline XBRL Taxonomy Extension Schema Document
		(CAL) Inline XBRL Taxonomy Extension Calculation Linkbase Document
		(DEF) Inline XBRL Taxonomy Extension Definition Linkbase Document
		(LAB) Inline XBRL Taxonomy Extension Label Linkbase Document
		(PRE) Inline XBRL Taxonomy Extension Presentation Linkbase Document

(1)	Incorporated by reference to the Registration Statement on Form 10-SB, previously filed with the SEC on November 28, 2007.

(2)

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

ITEM 16.

FORM 10-K SUMMARY

None.

19

Blue Line Protection Group, Inc.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID : 2738)	F-2
Consolidated Balance Sheets, as of December 31, 2021 and 2020	F-3
Consolidated Statements of Operations, Fiscal Years Ended December  31, 2021 and 2020	F-4
Consolidated Statements of Cash Flows, Fiscal Years Ended December  31, 2021 and 2020	F-5
Consolidated Statement of Stockholders’ Deficit, Fiscal Years Ended December  31, 2021 and 2020	F-6
Notes to Consolidated Financial Statements	F-7

F-1

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Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders

of Blue Line Protection Group, Inc.

Lakewood, Colorado

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheetsheets of Blue Line Protection Group, Inc. and its subsidiaries (collectively, the “Company”)(the Company) as of December 31, 2015,2021 and 2020, and the related consolidated statements of operations, stockholders’ equity (deficit),deficit, and cash flows for the year then ended. These consolidated financial statements are the responsibilityeach of the Company’s management.  Our responsibility isyears in the two-year period ended December 31, 2021, and the related notes (collectively referred to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance about whetheras the financial statements are free of material misstatements.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Blue Line Protection Group, Inc. and its subsidiariesthe Company as of December 31, 2015,2021 and 2020, and the results of theirits operations and theirits cash flows for each of the year thenyears in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has a working capital deficit and recurring net losses. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

May 4, 2016

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PCAOB Registered Auditors – www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Blue Line Protection Group, Inc.

We have audited the accompanying consolidated balance sheets of Blue Line Protection Group, Inc.as of December 31, 2014, and the related consolidated statements of income, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2014. Blue Line Protection Group, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Blue Line Protection Group, Inc. as of December 31, 2014, and the related statements of income, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2014.

As discussed in Note 2 of the accompanying financial statements, the 2014 consolidated financial statements have been restated to correct an error.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred recurringsuffered net losses and recurring negative cash flow from operating activities, andoperations, has an accumulated deficit and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning theseregarding those matters are also describeddiscussed in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale

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 Beers, CPAs

Sealeare required to be independent with respect to the Company in accordance with the U.S. federal securities laws and Beers, CPAs

Las Vegas, Nevada

April 10, 2015, exceptthe 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 Note 2,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 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 Matter

The critical audit matter communicated below is a matter 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. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Derivative Liabilities

As discussed in Note 8, the dateCompany borrows funds through the use of convertible notes payable that contain a conversion price that may be fixed or fluctuates with the stock price.

Auditing management’s estimates of the fair value of the derivative liability involves significant judgements and estimates given the embedded conversion features of the notes.

To evaluate the appropriateness of the fluctuation of the conversion price, the embedded conversion feature requires bifurcation from the host contract and is recorded as a liability subject to market adjustments as of each reporting period. Significant judgment is exercised by the Company in determining derivative liability values for these convertible note agreements, including the use of a specialist engaged by management.

We evaluated management’s conclusions regarding their derivative liability and reviewed support for the significant inputs used in the valuation model, as well as assessing the model for reasonableness.

M&K CPAS, PLLC

We have served as the Company’s auditor since 2020.

Houston, TX

April 15, 2016.1, 2022

F-2

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BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED BALANCE SHEETS
		December 31,				December 31,
		2015				2014
						(Restated)
Assets
Current assets:
Cash and equivalents		$	16,211			$	211,922
Accounts receivable, net			51,251				62,101
Accrued receivables			73,995				54,790
Notes receivable			-				46,451
Prepaid expenses and deposits			20,669				2,500
Total current assets			162,126				377,764
Fixed assets:
Machinery and equipment, net			150,910				189,438
Construction in progress			1,147,139				1,098,553
Net assets from discontinued operations			2,782				-
Total fixed assets			1,300,831				1,287,991
Total assets			1,462,957			$	1,665,755
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable and accrued liabilities		$	332,169			$	295,863
Notes payable			75,000				2,000
Notes payable - related parties			213,347				288,271
Convertible notes payable - related parties, net of unamortized discounts			283,385				-
Current portion of long-term debt			679,062				3,735
Net liabilities from discontinued operations			1,335				-
Total current liabilities			1,584,298				589,869
Long-term liabilities:
Long-term debt			12,836				691,780
Total Long-term liabilities			12,836				691,780
Total liabilities			1,597,134				1,281,649
Stockholders' equity (deficit):
Preferred Stock, $0.001 par value, 100,000,000 shares authorized,
no shares issued and outstanding as of December 31, 2015 and
December 31, 2014, respectively			-				-
Common Stock, $0.001 par value, 1,400,000,000 shares authorized,
125,348,026 and 122,845,282 issued and outstanding as of
December 31, 2015 and December 31, 2014, respectively			125,348				122,845
Common Stock, owed but not issued, 12,923 shares and 749,000 shares
as of December 31, 2015 and December 31, 2014, respectively			13				749
Additional paid-in capital			4,276,291				3,480,934
Accumulated (deficit)			(4,535,829	)			(3,220,422	)
Total stockholders' equity (deficit)			(134,177	)			384,106
Total liabilities and stockholders' equity (deficit)		$	1,462,957			$	1,665,755

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED BALANCE SHEETS

		December 31,				December 31,
		2021				2020
Assets
Current assets:
Cash and equivalents		$	662,177			$	244,750
Accounts receivable			328,042				322,598
Prepaid expenses and deposits			34,378				32,216
Total current assets			1,024,597				599,564
Fixed assets:
Right to use assets			529,711				636,968
Machinery and equipment net of accumulated depreciation of $586,130 and $451,759, respectively			284,776				296,410
Security Deposit			28,958				32,158
Fixed assets of discontinued operations			2,782				2,782
Total fixed assets			846,227				968,318
Total assets			1,870,824				1,567,882
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued liabilities		$	738,221			$	1,160,962
Financed lease liabilities			29,301				65,985
Notes payable			-				85,000
Notes payable - related parties			541,272				696,272
Convertible notes payable, net of unamortized discount			-				169,218
Convertible notes payable - related parties, net of unamortized discount			575,000				1,830,217
Current portion of operating lease obligation			125,266				107,242
Derivative liabilities			712,784				2,247,645
Total current liabilities			2,721,844				6,362,541
Long-term liabilities:
Financed lease liabilities - long term			16,402				1,820
Notes payable - related parties			1,313,817				-
Operating lease liability-long term			440,366				565,632
Total long-term liabilities			1,770,585				567,452
Total liabilities			4,492,429				6,929,993
Stockholders’ deficit:
Preferred Stock, $0.001 par value, 100,000,000 shares authorized, 20,000,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively			20,000				20,000
Common Stock, $0.001 par value, 14,000,000 shares authorized, 8,485,144 and 8,223,574 issued and outstanding as of December 31, 2021 and December 31, 2020, respectively			8,486				8,224
Common Stock, owed but not issued, 129 shares and 129 shares as of December 31,  2021 and December 31, 2020, respectively			13				13
Additional paid-in capital			9,021,126				8,031,471
Accumulated deficit			(11,671,230	)			(13,421,819	)
Total stockholders’ deficit			(2,621,605	)			(5,362,111	)
Total liabilities and stockholders’ deficit		$	1,870,824			$	1,567,882

The accompanying notes are an integral part of these consolidated financial statementsstatements.

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BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

		For the years ended December 31,
		2015				2014
							(Restated)
Revenue		$	2,618,849			$	1,032,168
Cost of revenue			(2,227,176	)			(778,777	)
Gross profit			391,673				253,391
				��
Expenses:
Advertising			30,502				189,536
Depreciation			41,912				27,172
General and administrative expenses			1,500,382				3,353,998
Total expenses			1,572,796				3,570,706
Operating loss			(1,181,123	)			(3,317,315	)
Other expenses:
Interest expense			(84,484	)			(11,308	)
Interest income			3,106				10,682
Gain on sale of securities			-				200,000
Gain on forgiveness of debt			2,000				-
Total other expenses			(79,378	)			199,374
Net loss from continuing operations			(1,260,501	)			(3,117,941	)
Net loss from discontinued operations			(54,906	)			-
Net loss		$	(1,315,407	)		$	(3,117,941	)
Net loss per share - basic:
Continuing operations		$	(0.01	)		$	(0.03	)
Discontinued operations			(0.00	)			(0.00	)
Net loss per share		$	(0.01	)		$	(0.03	)
Net loss per share - diluted:
Continuing operations		$	(0.01	)		$	(0.03	)
Discontinued operations			(0.00	)			(0.00	)
Net loss per share		$	(0.01	)		$	(0.03	)
Weighted average number of
common shares outstanding - basic			124,545,378				116,942,037
Weighted average number of
common shares outstanding - diluted			124,545,378				122,184,808

		2021				2020
		For the years ended
		December 31,
		2021				2020
Revenue		$	4,659,393			$	4,131,650
Cost of revenue			(1,284,876	)			(1,202,199	)
Gross profit			3,374,517				2,929,451
Operating expenses:
General and administrative expenses			2,118,601				2,136,056
Total expenses			2,118,601				2,136,056
Operating Income			1,255,916				793,395
Other income (expenses):
Gain on lease termination			-				8,800
Gain on settlement of accounts payable			533				4,500
Interest expense			(583,149	)			(745,360	)
Income /  (Loss) on derivative			1,077,289				(995,912	)
Total other income / (expenses)			494,673				(1,727,972	)
Net Income / (loss)		$	1,750,589			$	(934,577	)
Net Income / (loss) per common share: Basic		$	0.21			$	(0.12	)
Net Income / (loss) per common share: Diluted		$	0.14			$	(0.12	)
Weighted average number of
common shares outstanding- Basic			8,457,364				8,016,204
Weighted average number of common shares outstanding- Basic			8,457,364				8,016,204
common shares outstanding- Diluted			12,314,864				8,016,204
Weighted average number of common shares outstanding- Diluted			12,314,864				8,016,204

The accompanying notes are an integral part of these consolidated financial statementsstatements.

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BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
																		Additional												Stockholders'
		Preferred Stock								Common Stock								Paid-in				Stock				Accumulated				Equity
		Shares				Amount				Shares				Amount				Capital				Payable				(Deficit)				(Deficit)
Balance, December 31, 2013			-			$	-				106,820,000			$	106,820			$	(5,795	)		$	-			$	(102,481	)		$	(1,456	)
Donated capital			-				-				-				-				127,106				-				-				127,106
Issued for cash  $0.09 per share			-				-				13,068,050				13,068				1,200,393				-				-				1,213,461
																															-
Issued for fixed assets  $0.09 per share			-				-				323,078				323				29,677				-				-				30,000
Issued to retire notes payable  $0.09 per share			-				-				1,346,154				1,346				123,654				-				-				125,000
Stock owed for services $0.67 per share			-				-				-				-				187,320				280				-				187,600
Issued for cash  $0.32 per share			-				-				-				-				149,531				469				-				150,000
Issuance of nonqualified stock options			-				-				-				-				13,160				-				-				13,160
Issued for services  $0.38 per share			-				-				1,250,000				1,250				473,750				-				-				475,000
Issued to employees for services  $0.25 per share			-				-				38,000				38				9,462				-				-				9,500
											.
Amortization of  employee stock options			-				-				-				-				1,172,676				-				-				1,172,676
Net loss for the year ended  December 31, 2014 (Restated)			-				-				-				-				-				-				(3,117,941	)			(3,117,941	)
Balance, December 31, 2014			-				-				122,845,282				122,845				3,480,934				749				(3,220,422	)			384,106
Common stock issued for cash			-				-				400,000				400				49,600				-				-				50,000
Common stock issued for services			-				-				3,266,667				3,267				521,900				-				-				525,167
Common stock issued for stock payable			-				-				736,077				736				-				(736	)			-				-
Common stock issued with note			-				-				100,000				100				14,286				-				-				14,386
Beneficial conversion feature on convertible note			-				-				-				-				187,800				-				-				187,800
Common stock issued for exchange of stock options			-				-				(2,000,000	)			(2,000	)			2,000				-				-				-
Amortization of  employee stock options			-				-				-				-				19,771				-				-				19,771
Net loss for the year ended  December 31, 2015			-				-				-				-				-				-				(1,315,407	)			(1,315,407	)
Balance, December 31, 2015			-			$	-				125,348,026			$	125,348			$	4,276,291				13			$	(4,535,829	)		$	(134,177	)

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDING DECEMBER 31, 2021 AND 2020

		2021				2020
		For the years ended
		December 31,
		2021				2020
Operating activities
Net loss		$	1,750,589			$	(934,577	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			134,371				126,474
Amortization of discounts on notes payable			-				116,280
Amortization of right to use			107,257				104,710
Loan fees			-				10,665
Gain on lease termination			-				(8,800	)
Gain on settlement of accounts payable			-				(4,500	)
Noncash operating lease expense
Change in fair value of derivative liabilities			(1,077,289	)			915,054
Excess derivative			-				80,858
Changes in operating assets and liabilities:
(Increase) in accounts receivable			(5,444	)			14,242
(Increase) / decrease  in deposits and prepaid expenses			1,038				(20,236	)
Increase (decrease) in accounts payable and accrued liabilities			100,094				175,687
Increase (decrease) in lease obligations			(107,242	)			(112,603	)
Net cash provided by operating activities			903,374				463,254
Cash flows from investing activities
Purchase of fixed assets			(66,002	)			(39,470	)
Net cash provided by/(used in) investing activities			(66,002	)			(39,470	)
Financing activities
Proceeds from notes payable			-				24,000
Repayments on convertible notes payable - related party			(175,097	)
Repayments on convertible notes payable			(146,011	)			-
Repayments from notes payable - related party			(20,000	)			(227,240	)
Payments on notes payable			(78,837	)			(20,907	)
Net cash used in financing activities			(419,945	)			(224,147	)
Net increase in cash			417,427				199,637
Cash - beginning			244,750				45,113
Cash - ending		$	662,177			$	244,750
Supplemental disclosures of cash flow information:
Interest paid		$	400,256			$	-
Income taxes paid		$	-			$	-
Non-cash investing and financing activities:
Debt discount due to derivative liability		$	-			$	96,000
Capitalized leased fixed assets		$	56,735			$	-
Common stock issued for conversion of debt and interest		$	10,010			$	3,480
Derivative resolution		$	457,572			$	14,327
Termination or lease		$	-			$	106,178
Accounts payable converted to notes payable - related party		$	-			$	62,000
Gain on the forgiveness of accrued interest - related party		$	522,334			$	-

The accompanying notes are an integral part of these consolidated financial statementsstatements.

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BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
		For the years ended
		December 31,
		2015				2014
						(Restated)
Operating activities
Net loss		$	(1,315,407	)		$	(3,117,941	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation			41,912				27,172
Gain on sale of investments			-				(200,000	)
Stock-based compensation expense			544,938				1,182,176
Shares issued for services			-				662,600
Shares issued for prepaid expenses			-				133,161
Amortization of discounts on note payable			70,571				-
Gain on forgiveness of notes payable			(2,000	)			-
Changes in operating assets and liabilities:
Decrease (Increase) in accounts receivable			(8,355	)			(116,892	)
Decrease (Increase) in deposits and prepaid expenses			(18,169	)			(2,500	)
(Decrease) Increase in accounts payable and accrued liabilities			2,545				297,018
Increase in  liabilities from discontinued operations			1,335				-
(Decrease) Increase in long-term liabilities			-				691,781
Net cash (used) by operating activities			(682,630	)			(443,425	)
Cash flows from investing activities
Issuance of notes receivable			-				(155,000	)
Receipt of payments from notes receivable			46,451				108,549
Sale of investments held to maturity			-				200,000
Purchase of fixed assets			(3,384	)			(186,610	)
Purchase of fixed assets from discontinued operations			(2,782	)			-
Construction in progress			(14,824	)			-
Purchase of property, plant and equipment			-				(1,098,553	)
Net cash provided by investing activities			25,461				(1,131,614	)
Financing activities
Donated capital			-				7,106
Repayment of notes payable			(3,617	)			(41,008	)
Proceeds from notes payable			75,000				166,008
Repayment of notes payable - related party			(188,500	)			(106,325	)
Proceeds from notes payable - related party			113,575				394,596
Proceeds from convertible notes payable - related party			415,000				-
Common stock payable			-				748
Issuances of common stock			50,000				1,362,992
Net cash provided by financing activities			461,458				1,784,117
Net increase (decrease) in cash			(195,711	)			209,078
Cash - beginning			211,922				2,844
Cash - ending		$	16,211			$	211,922
Supplemental disclosures:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-
Non-cash transactions:
Common stock issued for fixed assets		$	-			$	30,000
Common stock issued for stock payable		$	736			$	-
Discount due to common stock issued with note		$	14,386			$	-
Debt discount due to beneficial conversion feature		$	187,800			$	-
Common stock exchanged for options		$	2,000			$	-
Interest capitalized as construction in progress		$	33,762			$	-

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDING DECEMBER 31, 2021 AND 2020

																		Additional
		Preferred Stock								Common Stock								Paid-in				Stock				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Payable				Deficit				Deficit
Balance, December 31, 2019			20,000,000			$	20,000				7,933,574			$	7,934			$	8,013,954				13			$	(12,487,242	)		$	(4,445,341	)
Common stock issued for conversion of debt and accrued interest			—				—				290,000				290				3,190				—				—				3,480
Derivative resolution			—				—				—				—				14,327				—				—				14,327
Net Loss for the year ended December 31, 2020			—				—				—				—				—				—				(934,577	)			(934,577	)
Balance, December 31 , 2020			20,000,000			$	20,000				8,223,574			$	8,224			$	8,031,471				13			$	(13,421,819	)		$	(5,362,111	)
Balance, December 31, 2020			20,000,000			$	20,000				8,223,574			$	8,224			$	8,031,471				13			$	(13,421,819	)		$	(5,362,111	)
Common stock issued for conversion of debt and fees			—				—				260,000				260				9,750				—				—				10,010
Odd lot rounding from reverse stock split			—				—				1,570				2				—				—				—				2
Derivative resolution			—				—				—				—				457,572				—				—				457,572
Gain on the forgiveness of accrued interest - related party			—				—				—				—				522,333								—				522,333
Net income for the year ended December 31, 2021			—				—				—				—				—				—				1,750,589				1,750,589
Net income (loss)			—				—				—				—				—				—				1,750,589				1,750,589
Balance, December 31 , 2021			20,000,000			$	20,000				8,485,144			$	8,486			$	9,021,126				13			$	(11,671,230	)		$	(2,621,605	)

The accompanying notes are an integral part of these consolidated financial statementsstatements.

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Blue Line Protection Group, Inc.

Notes to Consolidated Financial Statements

Note 1 – History and organization of the company

The Company was originally organized on September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc. The Company was authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001$0.001 per share.

On March 14, 2014, the Company acquired Blue Line Protection Group, Inc., a Colorado corporation formed in February 2014 (“Blue Line Colorado”), as a wholly-owned subsidiary of the Company. Blue Line Colorado provides protection, compliance, and financial services to the lawful cannabis industry.

On March 15, 2014, the Company agreed to acquire all of the issued and outstanding membership interests in Blue Line Protection Group, LLC, a Colorado limited liability company (“Blue Line LLC”).  The closing of the acquisition is to take place once the Company is provided with financial statements, audited as necessary and in proper form, which would be satisfactory for filing in an 8-K report with the Securities and Exchange Commission.  If the acquisition of Blue Line LLC does not occur by July 31, 2014, the agreement pertaining to the acquisition of Blue Line LLC will terminate.  As of July 31, 2014, the terms and conditions of the agreement were not satisfied and was resultantly been terminated.

On May 2, 2014, the Company changed its name from The Engraving Masters, Inc. to Blue Line Protection Group, Inc. (“BLPG”)

On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held.held. Additionally, the authorized number capital of the Company concurrently increased to 1,400,000,000 shares of $0.001 par value common stock. All references to share and per share amounts in the condensed consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split.

Blue Line Protection Group, Inc.

On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100, the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split.

The Company provides armed protection, financial solutions, logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic services, such as armored transportation service; security services, including shipment protection, money escorts, security monitoring, asset vaulting, VIP and dignitary protection, and others; financial services, such as handling transportation and storage of currency; training; and compliance services.

Note 2 – Accounting policies and procedures

Principles of consolidation

For the years ended December 31, 20152021 and 2014,2020, the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; “BLAS”), Blue Line Capital, Inc. (a Colorado corporation; “Blue Line Capital”), Blue Line Protection Group (California), Inc. (a California corporation; “Blue Line California”), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; “Blue Line Illinois”), BLPG, Inc. (a Nevada corporation; “Blue Line Nevada”), Blue Line Protection Group (Washington), Inc. (a Washington corporation; “Blue Line Washington”). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the “Company.”

Basis of presentation

The financial statements present the balance sheets, statements of operations, stockholder’s equity (deficit) and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

The Company has adopted December 31 as its fiscal year end.

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Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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.

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no0 cash equivalents as of December 31, 20152021 and 2014.

December 31, 2020.

Accounts receivable

Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

Allowance for uncollectible accounts

The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. TheThere was 0 allowance for doubtful customer and vendor receivables was $0 and $18,864 at December 31, 20152021 and 2014, respectively.

Notes receivable

Notes receivable are measured at historical cost and reported at their outstanding principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans.  Interest income on notes receivable is recognized using the interest method.  Interest income on impaired loans is recognized as cash is collected or on a cost-recovery basis.

December 31, 2020.

Property and equipment

Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Schedule of Estimated useful Lives of Property and Equipment

Automotive Vehicles			5 years
Furniture and Equipment			7 years
Buildings and Improvements	15		10 years

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no0 impairment as December 31, 20152021 and 2014.December 31, 2020. Depreciation expense for the years ended December 31, 20152021 and 2014 totaled $41,912December 31, 2020 were $134,371 and $27,172,$126,474 respectively.

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Impairment of long-lived assets

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. As of December 31, 20152021 and 2014,December 31, 2020, the Company determined that none of its long-termlong-lived assets were impaired.

Concentration of business and credit risk

The Company has no significant off-balance sheet riskrisks such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits.

The Company had fourone major customer which generated 22% of total revenue in the year ended December 31, 2021 and one customer comprised 35% of the account receivable balance at December 31, 2021.

The Company had two major customers which generated approximately 49% (15%30%, 12%, 12%(17% and 10%13%) of total revenue in the year ended December 31, 2015.

2020 and two customers (23% and 12%) comprised 35% of the account receivable balance at December 31, 2021.

Related party transactions

FASB ASC 850, “Related Party Disclosures” requires companies to include in their financial statements disclosures of material related party transactions. The Company had two major customers which generated approximately 26% (15%,discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and 11%, )any immediate family members of total revenue in the year ended December 31, 2014.

a principal owner, director or executive officer.

Fair value of financial instruments

The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3:

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2:	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3:	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

F-9

The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value measurementhierarchy as of December 31, 2021 and unobservable (supported by little or no market activity)December 31, 2020:

December 31, 2021

Schedule of Fair Value of Liabilities Measured on Recurring Basis

		Amount				Level 1				Level 2				Level 3
Embedded conversion derivative liability		$	712,784			$	-			$	-			$	712,784
Warrant derivative liabilities		$	-			$	-			$	-			$	-
Total		$	712,784			$	-			$	-			$	712,784

December 31, 2020

		Amount				Level 1				Level 2				Level 3
Embedded conversion derivative liability		$	2,246,080			$	-			$	-			$	2,246,080
Warrant derivative liabilities		$	1,565			$	-			$	-			$	1,565
Total		$	2,247,645			$	-			$	-			$	2,247,645

The embedded conversion feature in the convertible debt instruments that the Company issued that became convertible qualified them as derivative instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of Black Scholes option-pricing model (See Note 8).

Revenue recognition

Recognition

The Company recognizes revenue when alldelivery of the promised goods or services is transferred to its customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following conditions are satisfied: (1) therefive steps:

	●	Identify the contract with the customer;
	●	Identify the performance obligations in the contract;
	●	Determine the transaction price;
	●	Allocate the transaction price to the performance obligations in the contract; and
	●	Recognize revenue when, or as, the performance obligations are satisfied.

We generate substantially all our revenue from providing services to customers. The Company records revenue when the 5 steps above have been completed.

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The Company adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of these standards did not have an impact on the Company’s Statements of Operations for the year ended December 31, 2018.

In general, the Company’s business segmentation is persuasive evidence of an arrangement; (2) the service has been providedaligned according to the customer; (3)nature and economic characteristics. Revenue is characterized by several lines of services and typically the amountpricing is fixed.

F-10

Schedule of fees to be paidRevenue by Major Customers by Reporting Segments

Year ended December 31,
Revenue Breakdown by Streams		2021				2020
Service: Transportation		$	1,775,594			$	1,928,289
Service: Currency Processing		$	2,800,377			$	2,111,966
Service: Compliance		$	83,422			$	91,395
Total		$	4,659,393			$	4,131,650

Gain on settlement of accounts payable

Represents a $533 and $4,500 gain on settlement of payables with vendors during the customer is fixed or determinable;years ended December 31, 2021 and (4) the collection of its fees is reasonably assured.

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2020, respectively.

Advertising costs

The Company expenses all costs of advertising as incurred. There were $30,502 and $189,536 in advertising costsAdvertising expense for the years ended December 31, 20152021 and 2014,December 31, 2020 amounted to $4,298 and $3,075, respectively.

General and administrative expenses

The significant components of general and administrative expenses consist mainly of legalrent and professional feescompensation.

Share-Based Compensation

Share-based compensation expense is recorded as a result of stock options granted in return for services rendered. Previously, the share-based payment arrangements with employees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and compensation.

Stock-based compensation

services are accounted for under ASC 505-50. ASC 505-50 differs significantly from ASC 718. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The Company records stock-basedhas adopted the new standard and has made some adjustment with regard to the share-based compensation in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value atcosts. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments is generally fixed on the grant date and recognize the expense overoptions are no longer revalued on each reporting date. The expenses related to the employee’s requisite service period.share-based compensation are recognized on each reporting date. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 505-50, “Equity-Based Payments to Non-Employees”, which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustmentamount is calculated as the underlying equity instruments vest.

difference between total expenses incurred and the total expenses already recognized.

Cost of Revenue

The Company’s cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically purposed for the benefit of the Company’s client.clients.

F-11

Basic and Diluted Earnings per share

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

For the periods presented all common stock equivalents were excluded from the calculation of diluted loss per share as their effect would be anti-dilutive.

The following is a reconciliation of the numerator and denominator used in the basic and diluted earnings per share (“EPS”) calculations for the year ended December 31, 2021 and December 31, 2020.

Schedule of Basic and Diluted Earnings Per Share (“EPS”)

		Year ended December 31, 2021				Year ended December 31, 2020
Numerator:
Net income / (loss)		$	1,750,589			$	(934,577	)
Denominator:
Weighted-average shares of common stock			8,457,364				8,016,204
Dilutive effect of warrants			-				-
Dilutive effect of convertible instruments			3,875,500				-
Diluted weighted-average of common stock			12,314,864				8,016,204
Net income per common share from:
Basic		$	0.21			$	(0.12	)
Diluted		$	0.14			$	(0.12	)

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

Income Taxes

The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

F-12

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Restatement

On April 8,

Recent Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company determined thatelected the practical expedient under ASU 2018-11 “Leases: Targeted Improvements” which allows the Company to apply the transition provision for Topic 842 at the Company’s consolidated financial statements for the fiscal year ended December 31, 2014 should no longer be relied upon since the expense for the fair value of the stock options vested upon grant was incorrectly amortizedadoption date instead of being expensed duringat the year.

The effects of the restatement on the Company’s financial statements as of, and for the year ended December 31, 2014, are following:

Balance Sheet
		As Previously				Effect of				As
		Reported				Restatement				Restated
Additional paid-in capital		$	2,788,934			$	692,000			$	3,480,934
Accumulated (Deficit)		$	(2,528,422)			$	(692,000)			$	(3,220,422)

Consolidated Statement of Operations
		As Previously				Effect of				As
		Reported				Restatement				Restated
Stock based compensation		$	480,675			$	692,000			$	1,172,675
Net loss		$	(2,425,941	)		$	(692,000	)		$	(3,117,941	)
Net loss per share – basic		$	(0.02	)		$	(0.01	)		$	(0.03	)
Net loss per share – fully diluted		$	(0.02	)		$	(0.01	)		$	(0.03	)

Consolidated Statement of Shareholders’ Equity
		As Previously				Effect of				As
		Reported				Restatement				Restated
Additional paid-in capital		$	2,788,934			$	692,000			$	3,480,934
Accumulated (Deficit)		$	(2,528,422	)		$	(692,000	)		$	(3,220,422	)
Consolidated Statement of Cash Flows
		As Previously				Effect of				As
		Reported				Restatement				Restated
Operating activities
Net loss		$	(2,425,941			$	(692,000	)		$	(3,117,941	)
Stock based compensation expense		$	490,176			$	692,000			$	1,182,176

Contingencies

On December 28, 2015 the Company’s former CFO resigned. Mr. Deparini purports his resignation was made pursuant to a termination clause for other than cause if he is required to undertake other responsibilities other then set forth in his employment agreement. Mr., Deparini claims through the date of his resignation he is owed a total of $154,000 in accrued compensation, $575 in accrued authorized expenses and the remaining balance of his base salary as definedearliest comparative period presented in the employment agreement in the amount of $179,000. As of December 31, 2015financial statements. Therefore, the Company has accrued a totalrecognized and measured leases existing at January 1, 2019 but without retrospective application. Therefore, there was no impact recorded to beginning retained earnings or the statement of $125,575. If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will vigorously defend the litigation.

On November 6, 2015 Daniel Sullivan sent a wage claim demand. Mr. Sullivan purports to have had an Independent Contractor Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand claims unpaid compensation in the amount of $8,055 and unreimbursed expenses in the amount of $154,409. The Company denies the agreement was ever signed. As of December 31, 2015 the Company accrued a total of $88,968. If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will vigorously defend the litigation.

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Mile High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence stating the Mr. Sullivan and/or Mile High Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building remodeling in the amount of $98,150. Counsel for Mr. Sullivan stated that he was still compiling information. The Company is investigating whether Mr. Sullivan and/or Mile High Real Estate Group ever made the alleged loans. If the alleged loan was actually made the Company will seek an out-of-court settlement. As of December 31, 2015 the Company accrued a total of $98,150.

Leases

On February 15, 2014 the company entered into a sublease agreement for approximately 2,000 square feet of office space on a month to month basis contingent on the lessor’s master lease for the premises.  The lease amount adjusts yearly and the current lease is $1,613.56 per month.

On July 30, 2015 the company entered into a month to month lease for approximately 1,500 square feet to be used for training.

Recent pronouncements

operations

The Company evaluated all other recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

Note 3 -– Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a net loss of $1,315,407 for the year ended December 31, 2015accumulated deficit and had a working capital deficit of $1,422,172 as of December 31, 2015.2021. These conditions raise substantial doubt about the Company'sCompany’s ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. The Company is currently conducting a private placement of its common stock to raise proceeds to finance its plan of operation.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty.

Note 4 – Deposits Commitments and notes receivable

contingencies

Contingencies

On May 20, 2014,November 6, 2015, Daniel Sullivan sent a wage claim demand to the Company. Mr. Sullivan purports to have had an Independent Contractor Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand claims unpaid compensation in the amount of $8,055 and unreimbursed expenses in the amount of $154,409. The Company denies the agreement was ever signed. If litigation is commenced the Company will defend any claims by Mr. Sullivan.

Mile High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence to the Company stating the Mr. Sullivan and/or Mile High Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building remodeling in the amount of $98,150. Counsel for Mr. Sullivan stated that he was still compiling information. The Company is investigating whether Mr. Sullivan and/or Mile High Real Estate Group ever made the alleged loans. The Company will defend any claims of Mile High Real Estate Group.

On April 14, 2016, the Company entered into a Security Deposit Agreementan agreement with a third-party fuel credit provider, wherebyan unrelated third party to provide the Company was obligatedwith investor relations services. Upon signing the agreement, the Company paid the investor relations consultant $75,000 and agreed to issue the consultant 1,500,000 shares of its restricted common stock. The agreement required the Company to pay the consultant an initial security deposit inadditional $75,000 prior to June 14, 2016. The Company cancelled the amount of $2,500.  The balanceagreement and is of the Deposit, asopinion that the shares are not owed to the consultant. As of December 31, 20152021 and 2014December 31, 2020 there was $2,500.0 payable recorded.

F-13

The Company provides short-term, secured financing to clients, represented as notes receivable.

During the year ended December 31, 2014,2020 the Company loanedrecorded a totalgain of $105,000$4,500 for settlement of a vendor payable.

Finance leases

On July 25, 2017, the Company recorded a finance lease obligation for a leased a vehicle for $29,390. The Company agreed to make 48 monthly payment of $621.23 including sales tax. The Company recognized this arrangement as a non-affiliated entityfinance lease based on the determination that the lease exceeded 75% of the economic life of the underlying asset. As of December 31, 2021 the lease had been fully paid.

On April 25, 2018, the Company recorded a revolving basisfinance lease obligation for a leased a vehicle for $38,388. The Company made a down payment of $7,500 and agreed to make 36 monthly payment of $976.71 including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying asset. As of December 31, 2021 the lease had been fully paid.

On August 16, 2018, the Company recorded a finance lease obligation for a leased a vehicle for $58,476. The Company made a down payment of $20,000 and an additional $10,000 for delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,165.10, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying asset. As of December 31, 2021 the lease had been fully paid.

On August 16, 2018, the Company recorded a finance lease obligation for a leased a vehicle for $58,476. The Company made a down payment of $20,000 and an additional $10,000 for delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,165.10, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying asset. As of December 31, 2021 the lease had been fully paid.

On March 1, 2019, the Company recorded finance lease obligation for a leased a vehicle for $64,354. The Company made a down payment of $30,000 which included delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,129.76, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets.

On June 2, 2021, the Company recorded finance lease obligation for a leased a vehicle for $56,733. The Company made a down payment of $3,510 which included delivery fees, taxes and its first month payment and agreed to make 24 monthly payments of $2,765.19, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets

Schedule of Future Minimum Leases Payments

Future minimum lease payments as December 31, 2021
2022		$	29,301
Thereafter			16,402
Total minimum lease payments		$	45,703

Operating Leases

On October 27, 2016 the Company sold its building located at a rate5765 Logan Street Denver, Colorado to an unrelated third party for $1,400,000. The Company repaid the mortgage on the building in the amount of 18% per annum and due within one year$677,681. After the sale, the Company leased the building from the datepurchaser of issuance.the property. The borrower repaidlease is for an initial term of ten years, with the entire $105,000 balanceCompany having the option to extend the term of the lease for two additional five-year periods. The lease requires rental payments of $10,000 per month which will increase 2% annually. The Company paid a $30,000 deposit at the inception of the lease

F-14

On May 29, 2018 the Company leased a building located at 4328 E. Magnolia Street, Phoenix, Arizona. The lease is for an initial term of one year, with the Company having the option to extend the term of the lease for additional four year periods. The lease requires rental payments of $3,880 per month which will increase 2% annually. The Company paid a $4,369 deposit at the inception of the lease.

On January 22, 2019 the Company leased a building located at 7490 Bridgewater Road, Huber Heights, Ohio. The lease is for an initial term of 63 months. The lease requires rental payments of $3,200 per month and interest accrued thereupon duringwill increase to $3,400 between months 28 through 63. The Company paid a $3,200 deposit at the inception of the lease. During the year ended December 31, 2014. As2020 the Company terminated the lease agreement. The Company paid a $35,760 cancellation fee included in rent expense and recorded a gain of $8,800 on the termination of the lease.

The Company adopted ASC 842 and recorded right of use asset and operating lease liability of $1,082,241 The Company used 12% as incremental borrowing rate as is the average interest rate of the Company’s outstanding third party note. The lease agreement gives the Company the option to renew it for two additional 5 year terms but the Company did not consider it likely to exercise that option. Therefore, the Company did not include such amounts in its computations of the present value of remaining lease payment on the adoption date.

Supplemental balance sheet information related to leases is as follows:

Schedule of Operating Leases

December 31, 2021

Operating Leases		Classification		December 31, 2021
Right-of-use assets		Operating right of use assets		$	529,711
Total				$	529,711
Current lease liabilities		Current operating lease liabilities		$	125,266
Non-current lease liabilities		Long-term operating lease liabilities		$	440,366
Total				$	565,632

Lease term and discount rate were as follows:

Summary of Operating Lease Liabilities

		December 31, 2021
Weighted average remaining lease term (years)			3.50
Weighted average discount rate			12	%

The following summarizes lease expenses for the year ended December 31, 2021:

Summary of Lease Expenses

Finance lease expenses:

Depreciation/amortization expense		$	107,257
Interest on lease liabilities			77,121
Finance lease expense		$	184,378

Supplemental disclosures of cash flow information related to leases were as follows:

Schedule of Cash Flow Information Related to Lease

		December 31, 2021
Cash paid for operating lease liabilities		$	107,242
Operating right of use assets obtained in exchange for operating lease liabilities		$	0

F-15

Maturities of lease liabilities were as follows as of December 31, 20142021:

Schedule of Maturities of Lease Liabilities

		Operating Leases
2022		$	186,453
2023		$	158,298
2024		$	138,532
2025		$	141,302
2026		$	107,558
2027
Total		$	732,143
Less: Imputed interest		$	(166,511	)
Present value of lease liabilities		$	565,632

December 31, 2020

Operating Leases		Classification		December 31, 2020
Right-of-use assets		Operating right of use assets		$	636,968
Total				$	636,968
Current lease liabilities		Current operating lease liabilities		$	107,242
Non-current lease liabilities		Long-term operating lease liabilities		$	565,632
Total				$	672,874

Lease term and discount rate were as follows:

		December 31, 2020
Weighted average remaining lease term (years)			4.50
Weighted average discount rate			12	%

The following summarizes lease expenses for the principal balanceyear ended December 31, 2020:

Finance lease expenses:

Depreciation/amortization expense		$	118,291
Interest on lease liabilities		$	101,934
Finance lease expense		$	220,225

Supplemental disclosures of the loan is $0 and interest income recognized was $121.

On May 15, 2014, the Company loaned $50,000cash flow information related to a non-affiliated entity on a revolving basis at a rateleases were as follows:

		December 31, 2020
Cash paid for operating lease liabilities		$	216,587
Operating right of use assets obtained in exchange for operating lease liabilities		$	0

Maturities of 18% per annum and due within one year from the date of issuance. Aslease liabilities were as follows as of December 31, 2014, the principal balance of the loan is $46,451 and accrued interest thereupon was $834. The outstanding balance was collected during 2015.2020:

		Operating Leases
2021		$	182,267
2022		$	186,453
2023		$	158,298
2024		$	138,532
2025		$	141,302
2026		$	107,558
Total		$	914,410
Less: Imputed interest		$	(241,536	)
Present value of lease liabilities		$	672,874

F-16

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Note 5 – Fixed assets

Machinery and construction in progress

Fixed assetsequipment consisted of the following at:

		December 31, 2015				December 31, 2014
Automotive vehicles		$	173,926			$	173,926
Furniture and equipment			46,068				44,204
Fixed assets, total			219,994				218,130
Less: accumulated depreciation			(69,084	)			(28,692	)
Fixed assets, net		$	150,910			$	189,438

Schedule of Machinery and Equipment

		December 31, 2021				December 31, 2020
Automotive vehicles		$	485,701			$	398,614
Furniture and equipment		$	108,265			$	85,435
Machinery and Equipment		$	135,706			$	135,706
Leasehold improvements		$	141,234			$	128,414
Fixed assets, total		$	870,906			$	748,169
Total: accumulated depreciation		$	(586,130	)		$	(451,759	)
Fixed assets, net		$	284,776			$	296,410

Depreciation expensesexpense for the years ended December 31, 20152021 and 2014 were $41,912 and $27,172, respectively.

On July 15, 2014, the Company purchased a commercial building for a total purchase price of $750,000, for which the Company paid a down payment of $75,000 and financed the remaining $675,000 in the form of a promissory note.  The note bears interest at a rate of 5% per annum on the unpaid principal balance and is due in full on July 31, 2016.  Interest is paid monthly, in arrears, in the amount of $2,813 beginning August 31, 2014.  Through December 31, 2015, approximately $363,377 in capital improvements2020 were $134,371 and $33,762 of capitalized expenses have been made to the property.  As of December 31, 2015, the Company has not yet completed the construction on the property and it was not available and ready for use, accordingly, no depreciation expense has been recorded. As of December 31, 2015 and 2014, the balance of construction in progress was $1,147,139 and $1,098,553,$126,474 respectively.

Note 6 – Discontinued Operations

Effective September 30, 2015,Notes payable

Notes payable to non-related parties

On January 5, 2016, the Company ceased operations of Blue Line Advisory Services, Inc. 

The following table summarizes the assets and liabilities of discontinued operations and the lossborrowed $10,000 from discontinued operations:

		December 31, 2015				December 31. 2014
Assets of discontinued operations:
Fixed assets		$	2,782			$	—
Total assets held for disposal			2,782				—
Liabilities of discontinued operations:
Accounts payable			1,335				—
Total liabilities held for disposal		$	1,335			$	—

Income and Expenses of Discontinued Operations

					For the Period from
		For the Year			April 22, 2014
		Ended			(Inception) to
		December 31, 2015			June 30, 2014
Revenue		$	67,920			__
Costs of revenue		$	52,222			__
General and administrative expenses		$	70,604			$	—
Loss from discontinued operations		$	(54,906	)		$	—

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Note 7 – Notes payable

Through December 31, 2014, a non-affiliated third-party loaned the Company an aggregate of $2,000 in cash. The note bears no interest and is due upon demand. During 2015, the note was forgiven resulting in a gain on the forgiveness of debt of $2,000.

On February 21, 2014, the Company issued a Promissory Note to one non-affiliated person in the amount of $100,000.non-related party. The loan was due and payable on demandJanuary 5, 2017 and bore no interest. In April 2014,interest at 5% per annum and has a 5% per month penalty upon default. The due date was extended to January 1, 2022. During the lender agreed to convert the entire principal balance of $100,000, into 1,076,923 shares of common stock. As ofyear ended December 31, 2014 and 2015,2021 the Company repaid $10,000. The principal balance owed on this loan is $0.

at December 31, 2021 and December 31, 2020 was $0 and $10,000, respectively.

On February 21, 2014,May 15, 2019 the Company issuedentered in a Promissory Note to one non-affiliated entity in12% promissory loan with Helix Funding, LLC for the principle amount of $25,000.$100,000. The note matures on November 1, 2019. During the year ended December 31, 2020 the Company repaid $100,000 of principle. As of December 31, 2020 the remaining balance on the note is $0.

Convertible notes payable to non-related parties

On October 18, 2017, the Company borrowed $150,000 from an unrelated third party. The Company paid $15,250 of fees associated with the loan, which was recorded as discount and to be amortized over the term of the debt and was fully amortized as of December 31, 2018. The loan was duebears interest at a rate of 10% (default interest 24%) and payable on demand and bore no interest. In April 2014,has a maturity date of July 16, 2018. The Holder has the lender agreedoption to convert the entireoutstanding principal and accrued interest into common stock of the Company. The conversion price is the lesser of (1) lowest trading price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 days prior to conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. During the year ended December 31, 2018 the Company paid $150,000 to extend the maturity date until May 11, 2019. During the year ended December 31, 2019, the Company paid $75,000 in extension fees. The note was discounted for a derivative (see note 8 for details) and the discount of $134,750 is being amortized over the life of the note using the effective interest method which was fully amortized as of December 31, 2018. During the year ended December 31, 2019 the holder converted $39,478 of accrued interest into 2,178,825 shares of common stock resulting in a loss of $61,624. As of December 31, 2021 and December 31, 2020 the balance outstanding on the loan is $0 and $150,000, respectively. On May 28, 2021 the Company entered into a settlement and release agreement with the borrower and agreed to pay them discuss additional amount bounded to interest expense for the settlement $400,000. The First payment of $25,000,$200,000 was due upon signing and Company agreed to make additional $100,000 payments on the 30^th and 60^th day after signing. The additional $250,000 settlement was record as interest during the year ended December 31, 2021. As of December 31, 2021 accrued interest and the note balance had been repaid.

F-17

On March 21, 2018, the Company borrowed $45,000 from an unrelated third party. The Company paid $4,500 of fees associated with the loan and had amortized $3,514 of the costs as of December 31, 2018. The note bears an interest rate: 12% (default interest lesser of 15% or maximum permitted by law) and matures on March 21, 2019. The conversion Feature Convertible immediately after the issuance, the Holder has the option to convert the outstanding principal and accrued interest into 269,231 common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. The note was discounted for a derivative (see note 8 for details) and the discount of $40,500 is being amortized over the life of the note using the effective interest method resulting in $31,623 of interest expense for the year ended December 31, 2018. During the year ended December 31, 2019 $23,223 of principle and interest were converted into 841,602 shares of common stock resulting in a loss of $32,858. During the year ended December 31, 2019 the Company recorded amortization expense of $9,863. On September 18, 2020 Crown Bridge Partners, LLC converted notes payable in the principal amount of $2,980 and $500 of fees into 29,000,000 shares of common stock. No gain or loss was recorded and conversions were made per the terms of agreement. On February 28, 2021 Crown Bridge Partners, LLC converted notes payable in the principal amount of $9,510 and $500 of fees into 26,000,000 shares of common stock. During the year ended December 31, 2021 the Company repaid the remaining principle balance of $9,708. As of December 31, 20142021 and 2015,December 31, 2020 there was a balance remaining on the principal balance owed on this loan is $0.

On March 26, 2014,of $0 and $19,218, respectively.

During the year ended December 31, 2021 and 2020, the Company issued a Promissory recognized amortization expense of $0 and $8,710 of discount from derivative liabilities.

Note to one non-affiliated person in the amount of $25,000 for cash paid to purchase a vehicle on behalf of the Company. The loan was due and payable on demand and bore no interest. The loan was repaid in full. As of December 31, 2014 and 2015, the principal balance owed on this loan was $0.

During April 2014, the Company borrowed $16,008 from a non-affiliated person. The loan was due and payable on demand and bore no interest. The loan was repaid in full. As of December 31, 2014 and 2015, the principal balance owed on this loan was $0.

During February 2015, the Company borrowed $50,000 from a non-affiliated person.  The loan was due and payable on demand with interest at 10% per annum. As of December 31, 2015, the principal balance owed on this loan was $50,000.

During April 2015, the Company borrowed $25,000 from a non-affiliated person.  The loan was due and payable on demand and bore interest at 6% and has a 5% penalty upon default. As of December 31, 2015, the principal balance owed on this loan was $25,000.

Note 87 – Notes payable – related party

parties

On July 31, 2014, the Company borrowed $98,150 $98,150 from an entity materially controlled by ana former officer and shareholder of the Company. The loan is due and payable on demand and bears no interest. As of December 31, 20152021 and 2014,December 31, 2020, the principal balance owed on this loan is $98,150.

$98,150 and $98,150, respectively.

As of December 31, 2014, a related party loaned the Company an aggregate of $10,000,$10,000, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demandJanuary 1, 2022 and bears no interest. During the year ended December 31, 2015 the Company borrowed an additional $20,000 and as$20,000. During the year ended December 31, 2021 the Company repaid $30,000 of principle. As of December 31, 20152021 and 2014,December 31, 2020, the principal balance owed on this loan was $30,000$0 and $10,000,$30,000, respectively.

As of December 31, 2014, a related party loaned the Company an aggregate of $180,122,$180,121, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demand and bears no interest. The Company repaid $125,500$125,500 towards this note during 2015 and as of December 31, 20152021 and 2014,December 31, 2020; the principal balance owed on this loan was $54,622$54,621 and $180,122,$54,621, respectively.

As of December 31, 2021 the Company owed Hypur Inc. $688,500 plus accrued interest. The amounts owed to Hypur were represented by eight Promissory Notes dated between September 20, 2016 and September 3, 2019. By an agreement effective January 31, 2022 the Company and Hypur agreed to the following:

	●	On March 3, 2022 the Company paid Hypur $137,500, which was applied to principal of the notes.
	●	On or before each date shown below, the Company will pay Hypur $12,500, which will apply to principal of the notes.

Schedule of Related Parties Debt Maturity

Date		Amount
March 31, 2022		$	12,500
April 30, 2022		$	12,500
May 31, 2022		$	12,500
June 30, 2022		$	12,500

F-18

	●	On or before July 31, 2022 the Company will pay Hypur $137,500, which will apply to principal of the notes.
	●	All principal amounts owed to Hypur under the Promissory Notes will bear interest at 7.5% per year between January 31, 2022 and July 31, 2022 as long as the Company is not in default under the terms of its agreement with Hypur.
	●	If by July 31, 2022 all payments required by the Company’s agreement with Hypur have been made in a timely fashion, Hypur will forgive $250,000 of accrued interest owed by the Company under the Promissory Notes.
	●	After July 31, 2022 future payment plans will be negotiated, provided however that any principal amounts owed to Hypur under the Promissory Notes after July 31, 2022 will not bear interest in excess of 7.5% per year with a default rate of 12% per year.
	●	Hypur will waive any default rights between January 31, 2022 and August 31, 2022 on a month-to-month basis so long as all payments required by the Company’s agreement with Hypur have been made.

During the year ended December 31, 2020, the Company repaid Patrick Deparini $575.

Convertible notes payable to related parties

On November 13, 2015, the Company borrowed $20,000$25,000 from an entity materially controlled byHypur Inc., which is a shareholder of the Company.related party. The loan is due and payable on demandNovember 12, 2015 and bears no interest.interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower. Upon default the note bears a default rate of interest of 24% per annum as part of the default terms of this note. During 2015,the year ended December 31, 2021 the Company repaid the amount owed of $20,000.

During 2015, the company borrowed $43,575 from the former CFO. As of December 31, 2015 $43,000 of the loan had been repaid. As of December 31, 2015 the principal amount owed is $575.$25,000. The note is non-interest bearing, due on demand and outstanding as of December 31, 2015.

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During October 2015, the Company borrowed $30,000 from an entity materially controlled by an officer of the Company. The loan was due and payable on demand and is non-interest bearing. As of December 31, 2015, the principal balance owed on this loan at December 31, 2021 and December 31, 2020 was $30,000.

Convertible notes payable to related party

$0 and $25,000, respectively.

In JulyNovember 2015, the Company entered into an arrangement with a related party, whereby the Company could borrow up to $500,000borrowed $25,000 in Convertible Notes. The Convertible Note bears interest at a rate of 5%5% per annum and payable quarterly in arrears and matures twelve months from the date of issuance, and is convertible into shares of the Company’s common stock at a per share conversion price equal $25K repayment is for OMB to $0.025. Through$0.025. The note was due on November 4, 2016. In December 2015 the lender loaned the Company an additional $20,000 with same terms except that it is payable upon demand. The holder of the note has agreed to extend the default date of the note to January 1, 2022. During the year ended December 31, 2015,2021 the Company borrowed a totalrepaid $45,000 of $415,000.principal and $6,767 of accrued interest. As of December 31, 2015,2021 and December 31, 2020, the Company owed a total of $0 and $45,000, respectively.

On September 1, 2016, the Company entered into, an convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party pursuant to which the Company to borrow $75,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this Convertibleloan at December 31, 2021 and December 31, 2020 was $75,000 and $75,000, respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of December 31, 2021 and December 31, 2020, Hyper has waived the default provision until January 1, 2022.

F-19

On October 14, 2016, the Company entered into a convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) and a related party, pursuant to which the Company borrowed $100,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at December 31, 2021 and December 31, 2020 was $100,000 and $100,000, respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of December 31, 2021 and December 31, 2020, Hyper has waived the default provision until January 1, 2022.

On March 7, 2017, the Company borrowed $100,000 from Hypur Ventures, L.P., a related party. The loan is due 180 days from March 7, 2017 and bears interest at 10% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.50 per share during any ten-day period. The principal balance owed on this loan December 31, 2021 and December 31, 2020 was $100,000 and $100,000 respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of December 31, 2021 and December 31, 2020, Hyper has waived the default provision until January 1, 2022.

As of December 31, 2021 the Company owed CGDK, LLC $1,185,217, plus accrued interest of $452,246. The amount owed to CGDK was represented by seven Promissory Notes dated between July 9, 2015 and August 6, 2018. CGDK agreed to (i) consolidate the Promissory Notes into a new note in the principal amount of $1,185,217 and (ii) forgive the accrued interest of $452,246. The new Promissory Note is $415,000.

due and payable on December 31, 2026 and bears an interest (from January 1, 2022 to the date of payment) of 5% per year.

As of December 31, 2021 the Company owed MKM Capital Advisors and two related entities $128,600 plus accrued interest of $70,088.08. The amount owed to the MKM entities was represented by three Promissory Notes dated between February 6, 2015 and July 7, 2016. MKM entities agreed to (i) consolidate the Promissory Notes into a new note in the principal amount of $128,600 and (ii) forgive the accrued interest of $457,572. The new Promissory Note is due and payable on December 27, 2026 and bears an interest (from December 27, 2021 to the date of payment) of 5% per year.

The Company evaluatedre-measured the convertible notefair value of derivative liabilities on December 31, 2021 and December 31, 2020. See Note 8.

Note 8 – Derivative Liability

The Company analyzed the conversion options for possible embedded derivativesderivative accounting consideration under ASC 815, Derivatives and concludedHedging, and determined that none exist. However, the Company concluded a portion of the notean instrument should be allocated to additional paid-in capitalclassified as a beneficialliability when a conversion feature atoption becomes effective.

The derivative liability in connection with the issuance date, since the conversion price on that date was lower than the fair market value of the underlying stock. Resultantly, a discount of $187,800 was attributed to the beneficial conversion feature of the note, which amountconvertible debt is being amortized throughmeasured using level 3 inputs.

F-20

The change in the maturity datefair value of derivative liabilities is as follows:

Schedule of Derivative Liabilities at Fair Value

Balance - December 31, 2019		$	1,170,060
Settlement of derivatives upon conversion		$	(14,327	)
Debt discount from derivative liability		$	176,858
Loss on change in fair value of the derivative		$	915,054
Balance - December 31, 2020		$	2,247,645
Settlement of derivatives upon conversion		$	(457,572	)
Gain on change in fair value of the derivative		$	(1,077,289	)
Balance – December 31, 2021		$	712,784

The table below shows the note. AsBlack-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date:

Schedule of December 31, 2015, a total of $56,185 has been amortized and recorded as interest expense, leaving a balance of $131,615 in discounts related to the beneficial conversion feature of this note. The carrying amount of the convertible note, net of the unamortized debt discount, was $283,385 and $0 as of December 31, 2015 and 2014, respectively.

Derivative Instruments, Black-Scholes Option-pricing Model Inputs Used

			Year ended December 31, 2021				Year ended December 31, 2020
Expected term			0.25 – 1.09 years				0.08 – 1.01 years
Expected average volatility			138.34% – 162.05	%			291.56% – 378.27	%
Expected dividend yield			0				0
Risk-free interest rate			0.06 % – 0.39	%			0.08% – 0.15	%

Note 9 – Long term notes payable

On July 15, 2014, the Company purchased a commercial building for a total purchase price of $750,000, for which the Company paid a down payment of $75,000 and financed the remaining $675,000 in the form of a promissory note.  The note bears interest at a rate of 5% per annum on the unpaid principal balance and is due in full on July 31, 2016.  Interest is paid monthly, in arrears, in the amount of $2,813 beginning August 31, 2014.  As of December 31, 2015, the principal balance is $675,000 and a total of $49,292 in interest payments have been made.

On November 21, 2014, the Company purchased a vehicle for a purchase price of $20,827, net of discounts.  The Company financed the entire amount of $20,827 at an interest rate of 2.42% for five years, with a maturity date of December 5, 2019.  As of December 31, 2015, the total principal balance of the note is $16,898, of which $12,836 is considered a long-term liability and the current portion of $4,062 is considered a current liability.

Note 10 - Stockholders’ equity

deficit

The Company was originally authorized to issue 100,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred stock. On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the number of authorized shares increased to 1,400,000,000 shares of $0.001 par value common stock. All references to share and per share amounts in the condensedconsolidated financial statements and these notes thereto have been retroactively restated to reflect the forward stock split.

On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100, the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split.

From March 24 through March 27, 2014, the Company sold an aggregate of 13,068,050 shares of its common stock for gross cash proceeds of $1,213,501.

On March 27, 2014, the Company purchased a vehicle from a non-affiliated entity with 323,078 shares of its common stock in lieu of cash. The value of this transaction was $30,000.

On April 8, 2014, the Company issued a total of 1,076,9231,570 shares of common stock fordue to rounding on the conversion of a promissory notereverse stock split.

Common stock

On February 28, 2021, Crown Bridge Partners, LLC converted notes payable in the totalprincipal amount of $100,000.

On April 8, 2014, the Company issued a total $9,510 and $500 of 269,231 fees into 260,000 shares of common stock.

Preferred stock for the conversion of a promissory note in the total amount of $25,000.

On June 11, 2014,May 3, 2016, the Company entered into, an investment banking agreement forwith Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which it was obligatedis a related party pursuant to issue 280,000which the Company sold to Hypur Ventures, in a private placement, 10,000,000 shares of itsthe Company’s preferred stock and 5,000,000 common stock warrants with a fair market valuefive year term and an exercise price of $187,600.$0.10, at a purchase price of $0.05 per share for gross proceeds of $500,000. The stock was subscribed for; however, the certificates representing the shares were not issued as of December 31, 2014 and, resultantly, are considered owed as a common stock payable of $280.

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On September 15, 2014, the Company received a subscription for 468,750 shares of its commonpreferred stock for $150,000. The stock was subscribed for; however, the certificates representing the shares were not issued as of December 31, 2014 and, resultantly, are considered owed as a common stock payable of $469.

On October 22, 2014, the Company enteredconvertible into an investment banking agreement, for which it issued 1,250,000 shares of itsthe Company’s common stock. The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Nevada Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a fair market value of $475,000.

On December 24, 2014, the Company issued 38,000 shares of its common stock to various employees under its employee stock incentive program.beneficial conversion feature. The fairintrinsic value of the beneficial conversion feature was determined to be $114,229. The beneficial conversion feature was fully amortized and recorded as a deemed dividend.

F-21

Between July and August of 2016 Hypur Ventures purchased an additional 10,000,000shares onof the dateCompany’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of issuance$0.10, at a purchase price of $0.05 per share for net proceeds of $445,000, net of legal fees of $55,000. The shares of preferred stock are convertible into shares of the Company’s common stock. The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Nevada Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it does not contain a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was $9,500.

Duringdetermined to be $0. The preferred stock is convertible at any time at the year ended December 31, 2015election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company’s common stock equals or exceeds $.50 per share over any consecutive twenty day trading period. The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock. The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, solddemand and piggy-back registration rights.

The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company’s common stock equals or exceeds $.50 per share over any consecutive twenty day trading period. The preferred stock terms include a totalone-time purchase price preference. No preferential dividends apply to the preferred stock. The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of 400,000securities by the Company, demand and piggy-back registration rights.

The Company has reserved thirty million shares of common stock for cash in the amount of $50,000 ($.125 per share).

During the year ended December 31, 2015 the Company issued a total of 3,226,667 shares of common stock to various employees and consultant valued at $526,167 as compensation ($.161 per share)

During the year ended December 31, 2015 the Company issued a total of 100,000 shares of common stock as additional consideration on a note payable valued at $14,386 ($.144 per share). The $14,386 was recognized as a discount to the note which was fully amortized to interest expense during 2015.

During the year ended December 31, 2015 the Company exchanged 2, 000,000 shares of common stock for stock options.

During the year ended December 31, 2015, the Company issued 736,077 shares of our common stock for shares committed tothat may be issued during 2014. This amount had previously been recorded as a common stock payable.

Restricted Stock Units

The Company measures all employee share-based payment awards using a fair-value method. The Company has a policy of issuing new shares to satisfy stock option exercises and issuance of stock awards. A summaryupon the conversion and/or exercise of the Company’s Restricted Stock Unit (RSU) activitypreferred stock and related information for 2015 and 2014 is as follow:

		Number Of RSUs				Weighted-Average Grant Date Fair Value Per Share
Balance at December 31, 2014			0			$	0.00
Granted			9,050,000			$	0.16
Vested			3,266,667			$	0.16
Cancelled			(5,783,333	)		$	0.16
Balance at December 31, 2015			--			$	0.16

On April 24, 2015, the Company issued 1,000,000 shares of its commonwarrants. The preferred stock as Restricted Stock Unitssold to a director of a subsidiary company as compensation. During 2015, the Company entered into a Settlement Agreement with this subsidiary director, whereby,Hypur Ventures will be subject to the terms and conditions of the settlement, the parties mutually rescinded all prior existing agreements between them,Certificate of Designation, as well as all compensatory arrangements set forth therein and the director returned 750,000 sharesfurther documentation to the Company for cancellation. During the year ended December 31, 2015, the Company recorded $42,500of share-based compensation expense related to the shares vested under the original director agreement.

On May 1, 2015, the Company issued an aggregate of 2,050,000 shares of its common stock as Restricted Stock Units to employees as incentive compensation. During 2015, the Company entered into Settlement Agreementsbe drafted in accordance with certain of these employees, whereby, subject to the terms and conditions of the settlements, the parties mutually rescinded all prior existing agreementsagreed upon between them, as well as all compensatory arrangements set forth therein and returned 1,033,333 shares to the Company for cancellation. During the year ended December 31, 2015, the Company recorded $162.667 of share-based compensation expense related to the shares vested under the original employment agreements.

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On May 1, 2015, the Company issued Restricted Stock Units to an employee pursuant to the satisfaction of performance conditions of his employment agreement. The employee is eligible to earn up to an aggregate of 6,000,000 restricted stock units in accordance with the following schedule: (a) 2,000,000 shares upon the Company realizing consolidated revenue of $1,000,000 and (b) an additional 2,000,000 shares for each additional $1,000,000 of consolidated revenue up to a maximum of an additional 4,000,000 shares. As of May 1, 2015, the Company issued 2,000,000 shares of its common stock to this employee. The fair market value of the common stock on the date of issuance was $0.16 per share. The Company recognized compensation expense in the amount of $320,000 during the year ended December 31, 2015. This award was modified during November 2015Hypur Ventures.

Note 10 – Options and the 2,000,000 previously issued common shares were exchanged for 4,500,000 common stock options.

Total stock-based compensation expense in connection with restricted stock units granted to employees recognized in the consolidated statement of operations for year ended December 31, 2015 and 2014 was $525,167and $0, respectively.

Note 11 – Warrants and options

warrants

Options

All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each option award is estimated using a Black-ScholesBlack-Scholes-Merton option valuation model. The Company has not paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model. Volatility is an estimate based on the calculated historical volatility of similar entities in industry, in size and in financial leverage, whose share prices are publicly available. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option award. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award. In 2014,

All of the options granted by the Company used a volatility ranging from 256.35% to 264.57%, risk free rate ranging from 1.52% to 1.80%, an expected term of 5 years and zero expected dividends. In 2015, the Company used a volatility ranging from 260% to 265%, risk free rate ranging from 1.37% to 1.62%, an expected term of 5 years and zero expected dividends. 

Asexpired as of December 31, 2013, there were no warrants or options outstanding to acquire any additional shares of common stock.

On March 1, 2014, the Company issued stock options to an officer of the Company to purchase 4,806,900 shares of the Company’s common stock at an exercise price of $0.14 per share.  The options vest in three annual installments, with the first portion immediately vested.  The options carry a life of five years.

On April 1, 2014, the Company issued stock options to an employee of the Company to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.07 per share.  The options vest in three annual installments, with the first portion immediately vested.  The options carry a life of five years.

On June 3, 2014, the Company issued stock options to an employee of the Company to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.07 per share.  The options vest over three years. The options carry a life of five years.

On August 1, 2014, the Company issued stock options to an officer of the Company to purchase 4,500,000 shares of the Company’s common stock at an exercise price of $0.39 per share.  The options vest in three annual installments, with the first portion immediately vested.  The options carry a life of five years.

On August 1, 2014, the Company issued stock options to an officer of the Company to purchase 1,200,000 shares of the Company’s common stock at an exercise price of $0.39 per share.  The options vest in three annual installments, with the first portion immediately vested.  The options carry a life of five years.

On July 9, 2014, the Company issued non-employee stock options to a third-party consultant purchase up to 30,000 shares of the Company’s common stock.  The options have a fair market value of $13,160, all of which was recognized as professional fees during the year ended December 31, 2014.

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On December 10, 2014, the Company issued stock options to its employees under an incentive plan. The employees were granted options to purchase up to an aggregate of 900,000 shares of the Company’s common stock at an exercise price of $0.25 per share and carry a life of five years.

During the year ended December 31, 2015 the Company granted a total of 1,410,000 stock options at prices ranging from $.05 -$.23 to various employees. The options vest over three years and carry a life of five years.

On July 28, 2015, the Company issued stock options to an officer of the Company to purchase 6,328,764 shares of the Company’s common stock at an exercise price of $0.034 per share.  The options vest over three years, with the first third immediately vested.  The options carry a life of five years.

During the year ended December 31, 2015 the Company granted a total of 5,336,238 additional stock options as a result of the modification of previously granted options and restricted stock unit awards.

During the year ended December 31, 2015 a total of 7,705,164 stock options were forfeited by various employees of the Company.

2020.

The following is a summary of the Company’s stock option activity for the yearsyear ended December 31, 2015 and 2014:2020:

Summary of Stock Option Activity

		Number Of Options				Weighted-Average Exercise Price
Outstanding at December 31, 2019			240,117			$	1.10
Granted			-			$	-
Expired			(240,117	)		$	1.10
Cancelled			-			$	-
Outstanding at December 31, 2020			-			$	-
Options exercisable at December 31, 2020			-			$	-

F-22

		Number Of Shares				Weighted-Average Exercise Price
Outstanding at December 31, 2013			-			$	0.00
Granted			11,886,900			$	0.29
Exercised			-			$	0.00
Cancelled			-			$	0.00
Outstanding at December 31, 2014			11,886,900			$	0.29
Granted			7,738,764			$	0.06
Granted  as a result of modified awards			5,336,238			$	0.06
Exercised			-			$	0.00
Cancelled			(7,705,164	)		$	0.29
Outstanding at December 31, 2015			17,256,738			$	0.14
Options exercisable at December 31, 2014			2,204,417			$	0.58
Options exercisable at December 31, 2015			8,150,896			$	0.19

NaN stock options were granted during the year ended December 31, 2021.

The following tables summarize information about stock options outstanding and exercisable at December 31, 20152021 and 2014:

		OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2015
Range of Exercise Prices		Number of Options Outstanding		Weighted-Average Remaining Contractual Life in Years		Weighted- Average Exercise Price		Number Exercisable		Weighted- Average Exercise Price
$ 0.035 – 1.00		17,256,738		4.47		$ 0.14		8,150,896		$ 0.19
		17,256,738		4.47		$ 0.14		8,150,896		$ 0.19

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TableDecember 31, 2020:

Schedule of Contents

		OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2014
Range of Exercise Prices		Number of Options Outstanding		Weighted-Average Remaining Contractual Life in Years		Weighted- Average Exercise Price		Number Exercisable		Weighted- Average Exercise Price
$ 0.035 - 0.71		11,886,900		2.39		$ 0.29		2,204,417		$ 0.58
		11,886,900		2.39		$ 0.29		2,204,417		$ 0.58

Stock Options Outstanding and Exercisable Exercise Price Range

OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2020

Range of Exercise Prices

Number of Options Outstanding

Weighted- Average Remaining Contractual Life in Years

Weighted- Average Exercise Price

Number Exercisable

Weighted- Average Exercise Price

$

-

-

-

$

-

-

$

-

Total stock-based compensation expense in connection with options and modified awards recognized in the consolidated statement of operations for the years ended December 31, 20152021 and 20142020 was $19,771and $1,172,676,$0 and $0 respectively.

Note 12 – Income taxes

For

Warrants

The following is a summary of the yearsCompany’s warrant activity for the year ended December 31, 20152021:

Summary of Warrants Activity

		Number Of Warrants				Weighted-Average Exercise Price
Outstanding at December 31, 2020			100,000			$	1.00
Granted			-			$	-
Expired			(100,000	)		$	1.00
Cancelled			-			$	-
Outstanding at December 31, 2021			-			$	1.00
Warrants exercisable at December 31, 2020			100,000			$	1.00
Warrants exercisable at December 31, 2021			-			$	-

The following tables summarize information about warrants outstanding and 2014,exercisable at December 31, 2020:

Schedule of Warrants Outstanding and Exercisable Exercise Price Range

WARRANTS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2020
Range of Exercise Prices				Number of Warrants Outstanding				Weighted- Average Remaining Contractual Life in Years				Weighted- Average Exercise Price				Number Exercisable				Weighted- Average Exercise Price
$	1.00				100,000				.52			$	1.00				100,000			$	1.00

F-23

Note 11 – Income taxes

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”) that significantly reforms the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carry backs, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs”; and repeal of the federal Alternative Minimum Tax (“AMT”).

The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In connection with the initial analysis of the impact of the TCJA, the Company incurredremeasured its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The remeasurement of the Company’s deferred tax assets and liabilities was offset by a change in the valuation allowance.

For the year ended December 31, 2021 the company had an operating profit but had a net operating lossesloss as of December 31, 2020 that exceeded the profit and accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 20152021 and 2014,2020, the Company had approximately $3,224,320 $7,144,066 and $2,528,422 $7,817,366 of federal and state net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2027.2029. The provision for income taxes consisted of the following components for the years ended December 31:

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31:

		December 31
		2015				2014
Deferred tax assets:
Net operating loss carry forwards		$	1,128,512			$	884,948
Valuation allowance			(1,128,512	)			(884,948	)
Total deferred tax assets		$	-			$	-

Schedule of Components of Deferred Tax Assets

		2020				2019
		December 31
		2021				2020
Deferred tax assets:
Net operating loss carry forwards		$	1,500,524			$	1,641,647
Valuation allowance		$	(1,500,524	)			(1,641,647	)
Total deferred tax assets		$	-			$	-

FASB ASC 740, Income Taxes, requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance of $1,500,524 and $1,641,647 against its net deferred taxes is necessary as of December 31, 2021 and December 31, 2020, respectively. The change in valuation allowance for the years ended December 31, 2021 and 2020 is $(141,393) and $15,096 respectively.

At December 31, 2021 and December 31, 2020, respectively, the Company had $7,144,066 and $7,817,366, respectively, of U.S. net operating loss carryforwards remaining.

As a result of certain ownership changes, the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken.

Tax returns for the years ended December 31, 2021, 2020, 2019, 2018, and 2017 are subject to examination by the Internal Revenue Service.

A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate is as follows for the years ended December 31:

Schedule of Effective Income Tax Rate Reconciliation

		2021				2020
Federal statutory taxes			(21.00	)%			(21.00	)%
Change in tax rate estimate			—				—
Change in valuation allowance			21.00	%			21.00	%
			—	%			—	%

The valuation allowance for deferred tax assets as of December 31, 20152021 and 20142020 was $1,128,512 $1,500,524 and $884,948, $1,641,647respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 20152021 and 201420 and recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31:

		2021				2020
Federal statutory tax Reconciliation rate			(21.0	)%			(21.0	)%
Permanent difference and other			21.0	%			21.0	%

Note 12 – Subsequent events

The Company has evaluated all other subsequent events from the balance sheet date through the date the financial statements were issued and has determined there are no additional events required to be disclosed.

2015 & 2014
Federal statutory tax rate			(35.0	) %
Permanent difference and other			35.0	%F-24

Note 13 – Subsequent Events

In January 2016 the Company borrowed $58,000 from an unrelated third party.

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The loan has a maturity date of November 1, 2016 and bears interest at the rate of 8% per year.  If the loan is not paid when due, any unpaid loan amount will bear interest at 22% per year.  The Lender is entitled, at its option, at any time after July 26, 2016 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company’s common stock at a price per share equal to 58% of the average of the three lowest trading prices for the 10 trading days immediately preceding the conversion date.

The Company may prepay this note according to the following schedule:

Payment date
on or before		Payment Amount
May 27, 2016		$	69,600
June 26, 2016		$	75,400
July 26, 2016		$	78,300

After July 26, 2016, the Company may not prepay the note.

On April 1, 2016 the Company borrowed $144,000 from an unrelated third party.  The loan bears interest at a rate of 24.25% per year and is due and payable on April 1, 2017.

On April 14, 2016, the Company entered into an agreement with an unrelated third party to provide the Company with investor relations services.  Upon signing the agreement, the Company paid the investor relations consultant $75,000 and issued the consultant 1,500,000 shares of its restricted common stock.  The agreement requires the Company to pay the consultant an additional $75,000 prior to June 14, 2016.

On April 18, 2016 and May 1, 2016, the Company’s Chief Executive Officer collectively loaned the Company $40,000.  The loan is unsecured, due on demand and does not bear interest.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	BLUE LINE PROTECTION GROUP, INC. (Registrant)
April 18, 2022	By:		/s/ Evan DeVoe
May 5 , 2016	By:	/s/ Daniel Allen
		Daniel Allen, ChiefEvan DeVoe, Principal Executive Officer

In accordance with the requirements of the Securities Act of 1933, this Annual Report was signed by the following persons in the capacities and on the dates stated:

Signature		Title		Date
/s/ Daniel AllenEvan DeVoe		ChiefPrincipal Executive, Financial and		April 18, 2022
Evan DeVoe		Accounting Officer and a Director		May 5 , 2016
Daniel Allen
		Director		April 18, 2022
Christopher Galvin
/s/ Daniel Allen		Director		April 18, 2022
Daniel Allen
/s/ Doyle Knudson		Director		April 18, 2022
Doyle Knudson

20

/s/ Scott Jackson		Director		May 5 , 2016
Scott Jackson

		Director
Doyle Knudson

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