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

The information in this report contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, ("(“the Exchange ~~Act"~~Act”), which are subject to the ~~"safe harbor"~~“safe harbor” created by those sections. The words ~~"anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "should," "could," "predicts," "potential," "continue," "would"~~“anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

TABLE OF CONTENTS

		Page No.
	PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS.

	Consolidated Balance Sheets – As of March 31, 2023 (unaudited) and December 31, 2022	F-1
	Consolidated Statements of Operations – Three months ended March 31, 2023 and 2022(unaudited)	F-2
	Consolidated Statements of Cash Flows – Three months ended March 31, 2023 and 2022 (unaudited)	F-3
	Consolidated Statements of Stockholders’ Deficit – Three months ended March 31, 2023 and 2022 (unaudited)	F-4
	Notes to Consolidated Financial Statements (Unaudited)	F-5

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	4

ITEM 4.	CONTROLS AND PROCEDURES.	6

	PART II. OTHER INFORMATION

ITEM 6.	EXHIBITS.	7

BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

September 30, December 31,
2017 2016

Assets
Current assets:
Accounts receivable, net $ 204,691 $ 133,698
Prepaid expenses and deposits 61,171 85,888
Total current assets 265,862 219,586

Fixed assets:
Machinery and equipment, net 98,698 132,887
Fixed assets of discontinued operations 2,782 2,782
Total fixed assets 101,480 135,669

Total assets 367,342 $ 355,255
Liabilities and Stockholders' Deficit
Current liabilities:
Cash overdraft $ 107,140 $ 30,462
Accounts payable and accrued liabilities 544,001 416,573
Notes payable, net of unamortized discount 151,890 185,000
Notes payable - related parties 385,846 385,846
Convertible notes payable, net of unamortized discount 249,000 -
Convertible notes payable - related parties, net of unamortized discount 1,039,876 610,000
Current portion of long-term debt 4,215 4,137
Current liabilities of discontinued operations - 1,335
Total current liabilities 2,481,968 1,633,353

Long-term liabilities:
Long-term debt 6,518 8,664
Total current liabilities 6,518 8,664

Total liabilities 2,488,486 1,642,017

Stockholders' deficit:
Preferred Stock, $0.001 par value, 100,000,000 shares authorized,
20,000,000 shares issued and outstanding as of September 30, 2017 and
December 31, 2016, respectively 20,000 20,000
Common Stock, $0.001 par value, 1,400,000,000 shares authorized,
128,348,026 and 127,348,026 issued and outstanding as of
September 30, 2017 and December 31, 2016, respectively 128,348 127,348
Common Stock, owed but not issued, 12,923 shares and 12,923 shares
as of September 30, 2017 and December 31, 2016, respectively 13 13
Additional paid-in capital 5,685,092 5,537,667
Accumulated deficit (7,954,597 ) (6,971,790 )
Total stockholders' deficit (2,121,144 ) (1,286,762 )

Total liabilities and stockholders' deficit $ 367,342 $ 355,255

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2023			2022
	(unaudited)			(audited)
Assets
Current assets:
Cash and equivalents	$	409,343		$	280,073
Accounts receivable		336,641			373,175
Prepaid expenses and deposits		31,553			31,553
Total current assets		777,537			684,801

Long-term assets:
Right to use assets		375,915			408,616
Machinery and equipment, net of accumulated depreciation of $722,645 and $687,725, respectively		219,307			254,227
Fixed assets of discontinued operations		2,782			2,782
Total long term assets		598,004			665,625

Security Deposit		31,920			31,920

Total assets		1,407,461			1,382,346

Liabilities and Stockholders’ Deficit
Current liabilities:

Accounts payable and accrued liabilities	$	616,526		$	555,445
Financed lease liabilities		24,508			31,719
Notes payable - related parties		152,771			152,771
Convertible notes payable - related parties, net of unamortized discount		583,191			604,256
Current portion of operating lease obligation		77,845			112,250
Derivative liabilities		485,119			451,119
Total current liabilities		1,939,960			1,907,560

Long-term liabilities:
Financed lease liabilities - long term		31,836			37,568
Notes payable - related parties		944,927			1,000,500
Operating lease liability-long term		328,116			328,116
Total long-term liabilities		1,304,879			1,366,184

Total liabilities		3,244,839			3,273,744

Stockholders’ deficit:
Preferred Stock, $0.001 par value, 100,000,000 shares authorized, 20,000,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		20,000			20,000
Common Stock, $0.001 par value, 14,000,000 shares authorized, 8,250,144 and 8,250,144 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		8,251			8,251
Common Stock, owed but not issued, 129 shares and 129 shares
as of March 31,2023 and December 31, 2022, respectively		13			13
Common Stock, owed but not issued, 129 shares and 129 shares as of March 31,2023 and December 31, 2022, respectively		13			13
Additional paid-in capital		10,105,681			10,046,096
Accumulated deficit		(11,971,323	)		(11,965,758	)
Total stockholders’ deficit		(1,837,378	)		(1,891,398	)

Total liabilities and stockholders’ deficit	$	1,407,461		$	1,382,346

The accompanying notes are an integral part of these ~~unaudited~~ consolidated financial statements.

F-1

BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the three months ended For the nine Months Ended
September 30, September 30,
2017 2016 2017 2016

Revenue, net $ 1,007,687 $ 728,238 $ 2,830,789 $ 2,099,019
Cost of revenue (763,117 ) (620,259 ) (2,165,374 ) (1,793,254 )

Gross profit 244,570 107,979 665,415 305,765

Expenses:
Advertising 2,663 1,933 7,209 9,156
Depreciation 11,801 24,724 35,779 51,105
General and administrative expenses 511,206 403,826 1,442,065 1,286,468
Total expenses 525,670 430,483 1,485,053 1,346,729

Operating loss (281,100 ) (322,504 ) (819,638 ) (1,040,964 )

Other income (expenses):
Other income - - 72,890 -
Interest expense (135,533 ) (123,254 ) (236,059 ) (336,015 )
Total other income (expenses) (135,533 ) (123,254 ) (163,169 ) (336,015 )
Net loss (416,633 ) (445,758 ) (982,807 ) (1,376,979 )
Deemed dividend on Series A convertible preferred stock - - - (114,229 )
Net loss attributable to common stockholders $ (416,633 ) $ (445,758 ) $ (982,807 ) $ (1,491,208 )
Net loss per share, basic and diluted $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 )

Weighted average number of
common shares outstanding, basic and diluted 128,011,069 126,348,026 127,571,469 126,231,238

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2023			2022
	For the three months ended
	March 31,
	2023			2022

Revenue	$	1,009,066			1,000,256
Cost of revenue		(360,927	)		(283,105	)
Gross profit		648,139			717,151

Operating expenses:
General and administrative expenses		552,132			513,541
Total expenses		552,132			513,541

Operating Income		96,007			203,610

Other income (expenses):
Interest expense		(43,497	)		(65,768	)
Income / (Loss) on derivative securities		(58,075	)		(288,053	)
Total other income / (expenses)		(101,572	)		(353,821	)

Net income / (loss)	$	(5,565	)	$	(150,211	)

Net income per common share: Basic and Diluted	$	(0.00	)	$	(0.02	)
Net Income / (loss) per common share: Diluted	$	(0.00	)	$	(0.02	)

Weighted average number of
common shares outstanding- Basic and Diluted		8,250,144			8,451,144
common shares outstanding- Diluted		8,250,144			8,451,144

The accompanying notes are an integral part of these ~~unaudited~~ consolidated financial statements.

F-2

BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the Nine Months Ended
September 30,
2017 2016

Operating activities
Net loss $ (982,807 ) $ (1,376,979 )
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 35,779 51,105
Stock-based compensation expense 77,025 85,006
Amortization of discounts on note payable 68,358 210,406
Penalty interest 38,750 71,684
Changes in operating assets and liabilities:
Decrease / (increase) in accounts receivable 381 (40,681 )
Increase in accrued accounts receivable (71,374 )
Decrease in deposits and prepaid expenses 24,717 (49,517 )
Increase in accounts payable and accrued liabilities 127,428 19,473
Discontined operations accounts payable and accrued liabilities (1,335 ) -
Net cash (used) in operating activities (683,078 ) (1,029,503 )

Cash flows from investing activities
Purchase of fixed assets (1,590 ) (502,702 )
Net cash (used) in investing activities (1,590 ) (502,702 )

Financing activities
Cash overdraft 76,678 165,952
Proceeds from notes payable - related party 332,764 307,500
Repayments from notes payable - related party (332,764 ) (135,000 )
Proceeds from convertible note - related party, net of original issue discount 460,000 95,000
Proceeds from notes payable 113,700 532,360
Repayment of notes payable (164,278 ) (309,812 )
Proceeds from convertible note, net of original issue discount 365,500 157,750
Repayment of convertible note (125,000 ) (168,000 )
Penalty payment (38,750 ) (71,684 )
Payments on auto loan (3,182 ) (3,072 )
Sale of preferred stock, net of issuance costs - 945,000
Net cash provided by financing activities 684,668 1,515,994

Net increase in cash - (16,211 )
Cash - beginning - 16,211
Cash - ending $ - $ -

Supplemental disclosures:
Interest paid $ 54,477 $ 27,400
Income taxes paid $ - $ -

Non-cash transactions:
Debt discount due to beneficial conversion feature $ 71,400 $ 2,240
Interest capitalized as construction in progress $ - $ 24,243
Deemed dividend on Series A convertible preferred stock $ - $ 114,229

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(UNAUDITED)

	2022			2021
	For the three months ended
	March 31,
	2022			2021
Operating activities
Net income (loss)	$	(5,565	)	$	(150,211	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		34,920			24,081
Amortization of right to use		32,701			28,895
Stock Option expense		35,510			-
Change in fair value of derivative liabilities		58,075			288,053
Changes in operating assets and liabilities:
(Increase) in accounts receivable		36,534			5,574
(Increase) / decrease in deposits and prepaid expenses		-			3,309
Increase (decrease) in accounts payable and accrued liabilities		61,081			68,779
Increase (decrease) in lease obligations		(34,405	)		(29,542	)
Net cash provided by operating activities		218,851			238,938
Financing activities
Repayments on convertible notes payable - related party		(21,064	)		(300,698	)
Repayments from notes payable - related party		(55,574	)		-
Payments on notes payable		(12,943	)		(8,631	)
Net cash used in financing activities		(89,581	)		(309,329	)

Net increase in cash		129,270			(70,391	)
Cash - beginning		280,073			662,177
Cash - ending	$	409,343		$	591,786

Supplemental disclosures of cash flow information:
Interest paid	$	20,700		$	9,914
Income taxes paid	$	-		$	-

Non-cash investing and financing activities:
Derivative resolution	$	24,075		$	189,265

The accompanying notes are an integral part of these ~~unaudited~~ consolidated financial statements.

F-3

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 2023 AND 2022

(UNAUDITED)


									Additional
	Preferred Stock				Common Stock				Paid-in		Stock		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Payable		Deficit			Deficit

Balance, December 31 , 2021		20,000,000	$	20,000		8,485,144	$	8,486	$	9,021,126		13	$	(11,671,230	)	$	(2,621,605	)

Derivative resolution		-		-		-		-		189,265		-		-			189,265

Net (loss) income for the three months ended March 31, 2022		-		-		-		-		-		-		(150,211	)		(150,211	)
Balance, March 31, 2022		20,000,000	$	20,000		8,485,144	$	8,486	$	9,210,391		13	$	(11,821,441	)	$	(2,582,551	)

Balance, December 31, 2022		20,000,000	$	20,000		8,250,144	$	8,251	$	10,046,096		13	$	(11,965,758	)	$	(1,891,398	)
Balance, Value		20,000,000	$	20,000		8,250,144	$	8,251	$	10,046,096		13	$	(11,965,758	)	$	(1,891,398	)

Stock options expense		-		-		-		-		35,510		-		-			35,510

Derivative resolution		-		-		-		-		24,075		-		-			24,075

Net (loss) income for the three months ended March 31, 2023		-		-		-		-		-		-		(5,565	)		(5,565	)
Balance, March 31, 2023		20,000,000	$	20,000		8,250,144	$	8,251	$	10,105,681		13	$	(11,971,323	)	$	(1,837,378	)
Balance, Value		20,000,000	$	20,000		8,250,144	$	8,251	$	10,105,681		13	$	(11,971,323	)	$	(1,837,378	)

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

F-4

Blue Line Protection Group, Inc.

Notes to Consolidated Financial Statements

~~(Unaudited)~~

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"~~Colorado”), as a wholly-owned subsidiary of the Company. Blue Line Colorado provides protection, compliance, and financial services to the lawful cannabis industry.

On May 2, 2014, the Company changed its name from The Engraving Masters, Inc. to Blue Line Protection Group, Inc. ~~("BLPG"~~(“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 capital of the Company concurrently increased to 1,400,000,000 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.

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,~~ logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic services, such as ~~armored~~armed transportation service; ~~security services,~~ including shipment protection, money escorts, ~~security monitoring,~~ asset vaulting, ~~VIP and dignitary protection,~~ 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 periods ended March 31, 2023 and 2022, 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.”

F-5

Interim financial statements

The unaudited interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of management, these statements reflect all adjustments, ~~consisting~~all of which are of a normal recurring ~~adjustments,~~nature, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, ~~2016~~2022 and notes thereto included in the ~~Company's~~Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

~~Reclassification~~

~~Certain amounts from prior periods have been reclassified to conform to the current period presentation.~~

~~Principles of consolidation~~

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 consolidated financial statements present the balance sheets, statements of operations, ~~stockholder's~~stockholders’ equity (deficit) and cash flows of the Company. The consolidated 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.

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 consolidated 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. As of March 31, 2023 the Company has cash in excess of FDIC insured limits of $150,124. There were no cash equivalents as of ~~September 30, 2017 and~~March 31, 2023 or December 31, ~~2016.~~

2022.

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~~Company’s best estimate of the amount of probable credit losses in the ~~Company's~~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.

F-6

Allowance for uncollectible accounts

The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no allowance for doubtful customer receivables at ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016.~~

2022.

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	5 years
Buildings and Improvements	~~15 years~~	the lesser of the life of the lease or the estimated useful life of the lease

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 no impairment as ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016.~~

2022. Depreciation expense for the three months ended March 31, 2023 and, 2022 was $34,920 and $24,081 respectively.

Impairment of long-lived assets

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, ~~"Accounting~~“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~~asset’s carrying value and its fair value or disposable value. As of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, the Company determined that none of its ~~long-term~~long-lived assets were impaired.

Concentration of business and credit risk

The Company has no significant off-balance sheet ~~risk~~risks such as foreign exchange contracts, option contracts or other ~~foreign~~ hedging arrangements. The ~~Company's~~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.

F-7

The Company had 5one major ~~customers~~customer which generated ~~approximately 64% (25%, 14%, 9%, 8% and 8%)~~10.4% of total revenue infor the ~~nine~~three months ended ~~September 30, 2017.~~

March 31, 2023 and one customer comprised 18.9% of the account receivable balance at March 31, 2023.

The Company had 5one major ~~customers~~customer which generated ~~approximately 63% (23%, 15%, 9%, 9% and 7%)~~27.8% of total revenue infor the ~~nine~~three months ended ~~September 30, 2016.~~

March 31, 2022 and one customer comprised 36.9% of the account receivable balance at March 31, 2022.

Related party transactions

FASB ASC 850, ~~"Related~~“Related Party ~~Disclosures"~~Disclosures” requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of 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:	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).

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 hierarchy as of March 31, 2023 and December 31, 2022:

March 31, 2023

Schedule of Fair Value of Liabilities Measured on Recurring Basis

	Amount		Level 1		Level 2		Level 3
Embedded conversion derivative liability	$	485,119	$	-	$	-	$	485,119
Warrant derivative liabilities	$	-	$	-	$	-	$	-
Total	$	485,119	$	-	$	-	$	485,119

December 31, 2022

	Amount		Level 1		Level 2		Level 3
Embedded conversion derivative liability	$	451,119	$	-	$	-	$	451,119
Warrant derivative liabilities	$	-	$	-	$	-	$	-
Total	$	451,119	$	-	$	-	$	451,119

F-8

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 ~~all~~delivery 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) there~~five 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 provided~~aligned according to the ~~customer; (3)~~nature and economic characteristics. Revenue is characterized by several lines of services and typically the ~~amount~~pricing is fixed.

Schedule of ~~fees to be paid~~Revenue by ~~the customer is fixed or determinable; and (4) the collection of its fees is reasonably assured.~~Major Customers by Reporting Segments

Revenue Breakdown by Streams	2023		2022
Three months ended March 31,
Revenue Breakdown by Streams	2023		2022
Service: Transportation	$	429,705	$	390,026
Service: Currency Processing	$	576,250	$	605,107
Service: Compliance	$	3,111	$	5,123
Total	$	1,009,066	$	1,000,256

F-9

~~Other Income~~

~~The Company received a reimbursement of $72,890 from its insurance company for damages caused by a hail storm during the nine months ended September 30, 2017.~~

Advertising costs

The Company expenses all costs of advertising as incurred. ~~There were $2,663, $7,209 $1,933 and $9,156 in advertising costs~~Advertising expense for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 and ~~2016,~~March 31, 2022 amounted to $4,020 and $0, respectively.

General and administrative expenses

The significant components of general and administrative expenses consist mainly of ~~legal~~rent and ~~professional fees~~compensation.

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. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and ~~compensation.~~

~~Stock-based compensation~~

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-based~~has 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 at~~costs. 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 over~~options 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~~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.~~

Company’s clients.

Basic and Diluted Earnings per share

Net loss per share is provided in accordance with FASB ASC 260-10, ~~"Earnings~~“Earnings per ~~Share"~~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 three months ended March 31, 2023 and 2022 all common stock equivalents of 4,797,429 and 3,107,500, respectively were excluded from the calculation of diluted loss per share as their effect would be anti-dilutive.

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-10

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~~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~~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 ~~will be~~was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company ~~is currently reviewing~~elected the ~~provisions~~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 adoption date instead of ~~this ASU~~at the earliest comparative period presented in the financial statements. Therefore, the Company recognized and measured leases existing at January 1, 2019 but without retrospective application. Therefore, there was no impact recorded to ~~determine if there will be any impact on our results of operations, cash flows~~beginning retained earnings or ~~financial condition.~~

~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting~~, which relates to the accounting for employee share-based payments. This standard addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this standard as of December 31, 2016. The adoption of this standard had no effect on our results of operation, cash flows, other than presentation, or financial condition.

In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations ~~cash flows or financial condition.~~

~~In April 2016, the FASB issued ASU No. 2016-15,~~ ~~"Classification of Certain Cash Receipts and Cash Payments"~~ ASU 2016 - provides guidance regarding the classification of certain items within the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company does not believe this ASU will have an impact on our results of operation, cash flows, other than presentation, or financial condition.

~~On November 17, 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash"~~, a consensus of the FASB's Emerging Issues Task Force (the "Task Force"). The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. ASU No. 2016-18 is effective for public business entities for fiscal years beginning after December 15, 2017. The Company does not believe this ASU will have an impact on our results of operation, cash flows, other than presentation, or financial condition

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 $982,807 for the nine months ended September30, 2017,~~ accumulated deficit ~~of $7,954,597~~ and had a working capital deficit ~~of $2,216,106~~ as of ~~September 30, 2017.~~March 31, 2023. These conditions raise substantial doubt about the ~~Company's~~Company’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. 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 – Commitments and contingencies

Contingencies

On December 28, 2015 Patrick Deparini, 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 unreimbursed compensation, $575 in accrued authorized expenses and the remaining balance of his base salary as defined in the employment agreement in the amount of $179,000. As of December 31, 2016 and 2015 the Company has accrued a total of $125,575 contingent liabilities On February 6, 2017, The Company received a Notification of Wage Claim from the State of Nevada Department of Business & Industry Office of the Labor Commissioner stating that Patrick Deparini had filed a claim for unpaid wages with the Office of the Labor Commissioner (the "Commissioner"). The notification states that Mr. Deparini maintains he was not paid for all hours worked between February 3, 3015 and December 28, 2015 for a total amount owed of $99,000. The Company disputed Mr. Deparini's claim with the Commissioner and responded by explaining to the Commissioner that Mr. Deparini improperly categorized his dispute with the Company as a wage claim, which it is not. If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will defend the litigation.

On November 6, 2015, Daniel Sullivan sent a wage claim ~~demand.~~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~~$8,055 and unreimbursed expenses in the amount of ~~$154,409.~~$154,409. The Company denies the agreement was ever signed. ~~As of September 30, 2017 and December 31, 2016 the Company accrued a total of $88,968 contingent liabilities.~~ If litigation is commenced the Company will ~~attempt a reasonable out-of-court settlement and if such efforts are not successful, will~~ defend ~~the litigation.~~

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.~~$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~~The Company will ~~seek an out-of-court settlement. As~~defend any claims of ~~September 30, 2017 and December 31, 2016 the Company accrued a total of $98,150.~~Mile High Real Estate Group.

F-11

On April 14, 2016, the Company entered into an agreement with ~~an unrelated~~a third party to provide the Company with investor relations services. Upon signing the agreement, the Company paid the investor relations consultant ~~$75,000~~$75,000 and agreed to issue the consultant 1,500,000 shares of its restricted common stock. The agreement ~~requires~~required the Company to pay the consultant an additional ~~$75,000~~$75,000 prior to June 14, 2016. The Company cancelled the agreement and is of the opinion that the shares are not owed to the consultant. As of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~2022 there was noa payable ~~recorded.~~

~~Leases~~

recorded of $34,346.

Finance leases

On ~~February 15, 2014~~March 1, 2019, the Company ~~entered into~~recorded finance lease obligation for a ~~sublease agreement~~leased a vehicle for ~~approximately 2,000 square feet~~$64,354. The Company made a down payment of ~~office space on~~$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 ~~month to month basis contingent~~finance lease based on the ~~lessor's master~~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 ~~premises.~~determination that the lease exceeded 75% of the economic life of the underlying assets.

On June 17, 2022, the Company recorded finance lease obligation for a leased vehicle for $69,255. The Company made a down payment of $2,882 which included delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $2,338, including sales tax. The Company recognized this arrangement as a finance lease ~~amount adjusts yearly and~~based on the ~~current~~determination that the lease ~~is $1,614 per month.~~

exceeded 75% of the economic life of the underlying assets.

Schedule of Future Minimum Lease Payments

Future minimum lease payments as March 31, 2023

2023	$	24,508
2024		31,386
Total minimum lease payments	$	56,344

Operating Leases

On October 27, 2016 the Company sold its building located at 5765 Logan Street Denver, Colorado to an unrelated third party for ~~$1,400,000.~~$1,400,000. The Company repaid the mortgage on the building in the amount of ~~$677,681.~~$677,681. After the sale, the Company leased the building from the purchaser of the property. The lease is for an initial term of ten years, with the Company having the option to extend the term of the lease for two additional ~~five year~~five-year periods. The lease requires rental payments of ~~$10,000~~$10,000 per month ~~and~~which will increase 2%2% annually. The Company paid a ~~$30,000~~$30,000 deposit at the inception of the lease

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.

F-12

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

March 31, 2023

Operating Leases	Classification	March 31, 2023
Right-of-use assets	Operating right of use assets	$	375,915
Total		$	375,915
Current lease liabilities	Current operating lease liabilities	$	77,845
Non-current lease liabilities	Long-term operating lease liabilities	$	328,116
Total		$	405,961

Lease term and discount rate were as follows:

Summary of Operating Lease Liabilities

	March 31, 2023
Weighted average remaining lease term (years)		2.25
Weighted average discount rate		12	%

The following summarizes lease expenses for the year ended December 31, 2022:

Finance lease expenses:

Summary of Lease Expenses


Depreciation/amortization expense	$	32,701
Interest on lease liabilities		12,343
Finance lease expense	$	45,044

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

Schedule of Cash Flow Information Related to Lease

	December 31, 2022
Cash paid for operating lease liabilities	$	34,405
Operating right of use assets obtained in exchange for operating lease liabilities	$	-

Maturities of lease liabilities were as follows as of March 31, 2023:

Schedule of Maturities of Lease Liabilities

	Operating Leases

2023	$	124,513
2024	$	138,532
2025	$	141,302
2026	$	107,558
Total	$	511,905
Less: Imputed interest	$	(105,944	)
Present value of lease liabilities	$	405,961

F-13

December 31, 2022

Operating Leases	Classification	December 31, 2022
Right-of-use assets	Operating right of use assets	$	408,616
Total		$	408,616
Current lease liabilities	Current operating lease liabilities	$	112,250
Non-current lease liabilities	Long-term operating lease liabilities	$	328,116
Total		$	440,366

Lease term and discount rate were as follows:

	December 31, 2022
Weighted average remaining lease term (years)		2.50
Weighted average discount rate		12	%

The following summarizes lease expenses for the year ended December 31, 2022:

Finance lease expenses:


Depreciation/amortization expense	$	121,095
Interest on lease liabilities		6,673
Finance lease expense	$	127,768

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

	December 31, 2022
Cash paid for operating lease liabilities	$	125,266
Operating right of use assets obtained in exchange for operating lease liabilities	$	-

Future minimum lease payments:

2017 $ 30,050
2018 122,604
2019 125,056
2020 127,557
2021 130,108
2022 and thereafter 654,539
Total minimum lease payments $ 1,189,914

Note 5 – Fixed assets ~~and construction in progress~~

Machinery and equipment consisted of the following at:

September 30, December 31,
2017 2016

Automotive vehicles $ 194,882 $ 194,882
Furniture and equipment 54,904 53,314
Fixed assets, total 249,786 248,196
Total : accumulated depreciation (151,088 ) (115,309 )
Fixed assets, net $ 98,698 $ 132,887

Schedule of Machinery and Equipment

	March 31, 2023			December 31, 2022

Automotive vehicles	$	565,695		$	565,695
Furniture and equipment	$	108,265		$	108,265
Machinery and Equipment	$	135,706		$	135,706
Leasehold improvements	$	148,994		$	148,994
Fixed assets, total	$	958,660		$	958,660
Total: accumulated depreciation	$	(739,353	)	$	(704,433	)
Fixed assets, net	$	219,307		$	254,227

At March 31, 2023 and December 31, 2022 the Company had $2,782 of fixed assets associated with discontinued operations.

Depreciation expense for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 and ~~2016 totaled $11,801, $35,779, $24,724~~March 31, 2022 were $34,920 and ~~$51,105,~~$24,081 respectively.

F-14

Note 6 – Notes payable

~~Notes payable to non-related parties~~

During February 2015, the Company borrowed $50,000 from a non-affiliated person. The loan is due and payable on demand with interest at 10% per annum. As of September 30, 2017 and December 31, 2016, the principal balance owed on this loan was $50,000 and $50,000, respectively.

During April 2015, the Company borrowed $25,000 from a non-affiliated person. The loan is due and payable May 1, 2015 with interest at 6% per year and has a 5% per month penalty upon default. As of September 30, 2017 and December 31, 2016, the principal balance owed on this loan was $25,000 and $25,000, respectively. The note is currently past due.

On January 5, 2016, the Company borrowed $10,000 from a non-affiliated person. The loan was due and payable on January 5, 2017 and bore interest at 5% per annum. The principal balance owed on this loan at September 30, 2017 and December 31, 2016 was $10,000 and $10,000, respectively. The note is currently past due.

On September 21, 2016, the Company borrowed $100,000 from a non-affiliated person. The loan was due and payable on December 21, 2016 and bore interest at 60% per year. The lender extended the loan and waived the default fee of 120%. The loan was repaid on February 15, 2017. The Company paid $5,000 in fees in connection with this loan in 2016. As of September 30, 2017 and December 31, 2016, the principal balance owed on this loan was $0 and $100,000, respectively.

On April 13, 2017 the Company signed a Merchant Agreement with a lender. Under the agreement the Company received $63,700 in exchange for rights to all customer receipts until the lender is paid $89,700, which is collected at the rate of $11,213 per month with 15% interest per year. The Company recorded a debt discount of $26,000 and recorded $16,250 amortization expense for the nine months ended September 30, 2017. As of September 30, 2017 the unamortized discount was $9,750 and outstanding loan amount was $33,638. The Company repaid a total of $56,063 during the nine months ended September 30, 2017, The payments were secured by second position rights to all customer receipts until the loan has been paid in full.

On August 24, 2017 the Company signed a Merchant Agreement with a lender. Under the agreement the Company received $69,000 in exchange for rights to all customer receipts until the lender is paid $88,000 which is collected at the rate of $410.71 per day with 15% interest per year. The Company recorded a debt discount of $19,000 and recorded $2,262 amortization expense for the nine months ended September 30, 2017. As of September 30, 2017 the unamortized discount was $16,738 and outstanding loan amount was $60,785. The Company repaid a total of $8,215 during the nine months ended September 30, 2017, The payments were secured by second position rights to all customer receipts until the loan has been paid in full.

Convertible notes payable to non-related ~~party~~

parties

On ~~January 4,~~October 18, 2017, the Company borrowed ~~$125,000~~$150,000 from an unrelated third party. The ~~loan has a maturity date of October 28, 2017 and bears interest at the rate of 8% per year. The~~ Company paid ~~$2,000~~$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 ~~during the nine months ended September 30, 2017. If the~~as of December 31, 2018. The loan ~~is not paid when due, any unpaid amount will bear~~bears interest at ~~22% per year. The Lender is entitled, at its option, at any time after July 3, 2017, (180 days from~~a rate of 10% (default interest 24%) and has a maturity date of July 16, 2018. The Holder has the ~~note)~~option to convert ~~all or any part of~~ the outstanding ~~and unpaid~~ principal and accrued interest into ~~shares~~common stock of the ~~Company's common stock at a~~Company. The conversion price ~~per share equal to 58%~~is the lesser of ~~the average of the five~~(1) lowest trading ~~prices for~~price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 ~~trading~~ days ~~immediately preceding~~prior to conversion. Covenants: The Borrower shall not, without the ~~conversion date.~~ ~~On July 13, 2017,~~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 ~~total $173,901 including prepayment penalty and interest expense.~~$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~~note was ~~in default~~discounted for ~~10 days prior to its repayment. The Company did not record~~ 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 ~~it would have~~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 $200,000 was due upon signing and Company agreed to make additional $100,000 payments on the 30^th and 60^thday after signing. The additional $250,000 settlement was recorded as interest during the year ended December 31, 2021. As of March 31, 2023 and December 31, 2022 accrued interest and the note balance had been ~~immaterial to the financial statements.~~

repaid.

On ~~April 13, 2017~~March 21, 2018, the Company borrowed ~~$65,500~~$45,000 from an unrelated third party. The ~~loan has a maturity date of January 25, 2018 and bears interest at the rate of 8% per year. The~~ Company paid $3,500 of fees associate with the loan, which was fully amortized during the nine months ended September 30, 2017. If the loan is not paid when due, any unpaid amount will bear interest at 21% per year. The Lender is entitled, at its option, at any time after October 10, 2017 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 five lowest trading prices for the 25 trading days immediately preceding the conversion date. The note is not convertible as of September 30, 2017, therefore no derivatives were recorded. The balance outstanding on the note at September 30, 2017 is $65,500.

~~On July 1, 2017 the Company borrowed $125,000 from an unrelated third party. The loan has a maturity date of April 30, 2018 and bears interest at the rate of 8% per year. The Company paid $3,000~~$4,500 of fees associated with the loan ~~which was fully~~and had amortized during the nine months ended September 30, 2017. If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. The Lender is entitled, at its option, at any time after January 14, 2018, (180 days from date$3,514 of the ~~note)~~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 ~~all or any part of~~ the outstanding ~~and unpaid~~ principal and accrued interest into ~~shares~~common stock of the ~~Company's common stock at a~~Company. The Conversion price ~~per share equal to 58%~~is 55% of the ~~average~~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 has been fully amortized over the life of the ~~five lowest trading prices for~~note using the ~~25 trading days immediately preceding~~effective interest method. As of March December 31, 2021 the ~~conversion date. The note is not convertible as~~amount had been fully amortized. As of ~~September 30, 2017, therefore no derivatives were recorded. The balance outstanding on~~March 31, 2023 and December 31, 2022 accrued interest and the note ~~at September 30, 2017 is $125,000.~~

~~On August 24, 2017~~balance had been repaid.

Note 7 – Notes payable – related parties

Long-term liabilities: Notes payable - related parties

As of December 31, 2021 the Company ~~borrowed $58,500 from~~owed MKM Capital Advisors and two related entities $128,600 plus accrued interest of $70,088. The amount owed to the MKM entities was represented by three Promissory Notes dated between February 6, 2015 and July 7, 2016. In March 2022 the 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 $70,088. The new Promissory Note is due and payable on December 27, 2026 and bears an ~~unrelated third party. The loan has a maturity~~interest (from December 27, 2021 to the date of ~~May 30, 2018 and bears interest at the rate~~payment) of 8%5% per year. IfDuring the ~~loan is not paid when due, any unpaid amount will bear interest at 21% per year. The Lender is entitled, at its option, at any time after February 20, 2018 to convert all or any part~~three months ended March 31, 2023, the Company repaid $5,439 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 five lowest trading prices for the 25 trading days immediately preceding the conversion date. The note is not convertible as of ~~September 30, 2017, therefore no derivatives were recorded. The~~March 31, 2023 and December 31, 2022, amounted to $0. As of March 31, 2023 the balance ~~outstanding~~owed on the loan is $92,487.

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. In March 2022, CGDK agreed to (i) consolidate the Promissory Notes into a new note ~~at September 30, 2017~~in the principal amount of $1,185,217 and (ii) forgive the accrued interest of $452,246. The new Promissory Note is ~~$58,500.~~due and payable on December 31, 2026 and bears an interest (from January 1, 2022 to the date of payment) of 5% per year. During the year ended December 31, 2022, the loan was assumed by Doyle Knudson a related party. The Company repaid $332,776 of principal and accrued interest as of March 31, 2023. As of March 31, 2023 and December 31, 2022, the balance on the loan is $852,440 and $902,574, respectively.

F-15

~~Note 7 –~~

Current liabilities: Notes payable – related parties

On July 31, 2014, the Company borrowed ~~$98,150~~$98,150 from an entity controlled by ana former officer and shareholder of the Company. The loan is due and payable on demand and bears no interest. As of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, the principal balance owed on this loan is ~~$98,150~~$98,150 and ~~$98,150,~~$98,150, respectively.

As of December 31, 2014, a related party loaned the Company $10,000, 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. During the year ended December 31, 2015 the Company borrowed an additional $20,000. During the nine months ended September 30, 2017 the Company borrowed and additional $158,863 and repaid $158,863. As of September 30, 2017 and December 31, 2016, the principal balance owed on this loan was $30,000 and $30,000, respectively.

~~As of December 31, 2014, a related party loaned the Company $180,121,~~$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 ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016;~~2022 the principal balance owed on this loan was ~~$54,621~~$54,621 and ~~$54,621,~~$54,621, respectively.

During 2015, the Company borrowed $43,575 from its former CFO and repaid $43,000 of the loan. The note is non-interest bearing, and due on demand. As of September 30, 2017 and December 31, 2016 the principal amount owed on this loan was $575.

During October 2015, the Company borrowed $30,000 from an entity controlled by an officer of the Company. The loan is due and payable on demand and is non-interest bearing. During the year ended December 31, 2016, the Company repaid $135,000 and borrowed an additional $135,000 from the same related party. As of September 30, 2017 and December 31, 2016, the principal balance owed on this loan was $30,000 and $30,000, respectively.

On July 7, 2016, the Company borrowed $73,000 from a related party. The loan was due and payable on July 7, 2017 and bore interest at 5% per annum. The principal balance owed on this loan at September 30, 2017 and December 31, 2016 was $73,000 and $73,000, respectively. The holder of the note has agreed to extend the default date of the note to March 30, 2018.

On August 8, 2016, the Company entered into, an promissory note with Hypur Inc., a Nevada Corporation which is a related party pursuant to which the Company to borrow $52,000. 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 The loan was due and payable on August 10, 2017 and bore interest at 18% per annum. The principal balance owed on this loan at September 30, 2017 and December 31, 2016 was $52,000 and $52,000, respectively. The Note is currently in default at bears a default rate of interest of 24% per annum ~~as part of the default terms of this note. The lender waived the conversion option through October 1, 2017 and so no derivative is required.~~

On September 20, 2016, the Company borrowed $47,500 from Hypur Inc., which is a related party. The loan is due and payable on December 20, 2016 and bears 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 The principal balance owed on this loan at September 30, 2017 and December 31, 2016 was $47,500 and $47,500, respectively. The loan is currently past due and in default. The Note is currently in default at bears a default rate of interest of 24% per annum ~~as part of the default terms of this note. The lender waived the conversion option through October 1, 2017 and so no derivative is required.~~

On July 13, 2017, the Company borrowed $150,000 from Hypur Inc., which is a related party. The loan is due and payable on July 17, 2017 and bears interest at 18% per annum. The Company repaid the loan prior to September 30, 2017.

In July the Company issued convertible promissory note to UTES 1970 LLC in the amount of $23,901 the note bears Interest at a rate: 18% (default interest 24%) and has a maturity date of July 30, 2017. If an Event of Default remains uncured after 30 days the Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company at the conversion price lower of $0.015 and 60% of the closing price of the Company's common stock the day prior to the Conversion. The Company fully paid off the note prior to the maturity date and as of September 30, 2017, the outstanding balance of the loan is zero.

Current Liabilities: Convertible notes payable to related ~~party~~

~~In November 2015,~~parties

As of December 31, 2021 the Company ~~entered into~~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 ~~arrangement with a related party, whereby~~agreement effective January 31, 2022 the Company ~~borrowed $25,000 in Convertible Notes. The Convertible Note bears interest at a rate~~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 paid Hypur $12,500, which applied to principal of the notes.

Schedule of ~~5% per annum and payable quarterly in arrears and matures twelve~~Related Debt Maturity

Date	Amount

March 31, 2022	$	12,500

April 30, 2022	$	12,500

May 31, 2022	$	12,500

June 30, 2022	$	12,500

	●	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.

F-16

During the three months from the date of issuance, and is convertible into shares of the Company's common stock at a per share conversion price equal to $0.025 the note was due on November 4, 2016. In December 2015 the lender loanedended March 31, 2023 the Company ~~an additional $20,000 with same terms except that it is payable upon demand. As~~repaid a total of ~~September 30 2017~~$21,064. The amount due as of March 31, 2023 and December 31, ~~2016,~~2022 is $308,191 and $329,256, respectively. Hypur forgave $250,000 of accrued interest owed by the Company ~~owed a total of $45,000 and $45,000, respectively. The holder of~~under the ~~note has agreed to extend the default date of the note to March 30, 2018.~~

~~In July 2015, the Company entered into an arrangement with a related party, whereby the Company could borrow up to $500,000~~Promissory Notes, which was recognized as additional paid in Convertible Notes. The Convertible Note bears interest at a rate of 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 to $0.025. Upon the occurrence and during the continuation of an event of default, the holder may require the Company to redeem all or any portion of this Note in cash at a price equal to 150% of the principal amount. During the nine months ended September 30, 2017, the Company borrowed an additional $110,000. As of September 30, 2017 and December 31, 2016, the Company owed a total of $500,000 and $390,000, respectively. As of September 30, 2017 and December 31, 2016 there is a total of $390,000 and $390,000 of the notes are past due, respectively. Since the debt holder has not elect the right to require the Company to redeem the note at a price equal to 150% of the principal amount, the terms stated prior to maturity are still in effect. The holder has waived the default term and the note is not considered to be in default as of September30, 2017.

capital.

On September 1, 2016, the Company entered into, ana convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the ~~"Hypur Ventures"~~“Hypur Ventures”) which is a related party, pursuant to which the Company ~~to borrow $75,000.~~ borrowed $75,000. The loan was due 180 days from the date of issuance and bears interest at ~~10%~~10% per annum. The note is convertible into common stock at a price of ~~$.05~~$.05 per share. The note is mandatory redeemable into common stock if the price per share is over ~~$.50~~$.50 per share during a 10 day period. The principal balance owed on this loan at ~~September 30, 2017~~March 31, 2023, and December 31, ~~2016~~2022 was ~~$75,000~~$75,000 and ~~$75,000,~~$75,000, respectively. Upon default, the note bears a default rate of interest of ~~24%~~15% per annum, and if the default has not been remedied within 30 days, the redemption price would be ~~150%~~150% of the principal amount. ~~The holder~~As of March 31, 2023 and December 31, 2022, Hyper has waived the default ~~term and agreed to extend the default date to March 31, 2018.~~

provision until further notice.

On October 14, 2016, the Company entered into ana convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the ~~"Hypur Ventures"~~“Hypur Ventures”) ~~which is~~and a related party, pursuant to which the Company ~~to borrow $100,000.~~borrowed $100,000. The loan was due 180 days from the date of issuance and bears interest at ~~10%~~10% per annum. The note is convertible into common stock at a price of ~~$.05~~$.05 per share. The note is mandatory redeemable into common stock if the price per share is over ~~$.50~~$.50 per share during a 10 day period. The principal balance owed on this loan at ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~2022 was ~~$100,000~~$100,000 and ~~$100,000,~~$100,000, respectively. Upon default, the note bears a default rate of interest of ~~24%~~15% per annum,, and if the default has not been remedied within 30 days, the redemption price would be ~~150%~~150% of the principal amount. ~~The holder~~ As of March 31, 2023 and December 31, 2022, Hyper has waived the default ~~term and agreed to extend the default date to March 31, 2018.~~

provision until further notice.

On March 7, 2017, the Company borrowed ~~$100,000~~$100,000 from Hypur Ventures, L.P., a related party. The loan is due 180 days from March 7, 2017 and bears interest at 10% per annum. The loan is convertible into shares of the ~~Company's~~Company’s common stock at a price of ~~$.05~~$.05 per share. The loan will automatically convert into shares of the ~~Company's~~Company’s common stock if the price of the ~~Company's~~Company’s common stock is over ~~$.50~~$.50 per share during any ten-day period. The principal balance owed on this loan ~~at September 30, 2017~~March 31, 2023 and December 31, 2022 was ~~$100,000.~~$100,000 and $100,000 respectively. Upon default, the note bears a default rate of interest of ~~24%~~15% per annum, and if the default has not been remedied within 30 days, the redemption price would be ~~150%~~150% of the principal amount. ~~The holder~~As of March 31, 2023, and December 31, 2022, Hyper has waived the default ~~term and agreed to extend~~provision until further notice.

The Company re-measured the ~~default date to~~fair value of derivative liabilities on March 31, ~~2018.~~

~~On May 26, 2017, the Company borrowed $100,000 from CGDK, a related party. The loan is due 360 days from May 26, 2017~~2023 and bears interest at 5% per annum. The loan is convertible into shares of the Company's common stock at a price of $.025 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 $.25 per share during any ten-day period. The principal balance owed on this loan at September 30, 2017 was $100,000.

On July 13, 2017, the Company borrowed $150,000 from CGDK, a related party. The loan is due 360 days from July 13, 2017 and bears interest at 5% 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 $.25 per share during any ten-day period. The principal balance owed on this loan at September 30, 2017 was $150,000.

December 31, 2022. See Note 8.

Note 8 – Derivative Liability

The Company ~~evaluated~~analyzed the ~~convertible note~~conversion options for ~~possible embedded derivatives~~derivative accounting consideration under ASC 815, Derivatives and ~~concluded~~Hedging, and determined that ~~none exist. However, the Company concluded a portion of the note~~an instrument should be ~~allocated to additional paid-in capital~~classified as a ~~beneficial~~liability when a conversion ~~feature at~~option 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 $249,440, of which $71,400 was recorded during the nine months ended September 30, 2017, was attributed to the beneficial conversion feature of the ~~note, which amount~~convertible debt is ~~being amortized through~~measured using level 3 inputs.

The change in the ~~maturity date~~fair value of derivative liabilities is as follows:

Schedule of Derivative Liabilities at Fair Value

Balance – December 31, 2021	$	712,784
Settlement of derivatives upon conversion	$	(442,389	)
Change in fair value of the derivative	$	180,724
Balance – December 31, 2022	$	451,119
Settlement of derivatives upon conversion	$	(24,075	)
Gain on change in fair value of the derivative	$	58,075
Balance – March 31, 2023	$	485,119

F-17

The table below shows the note. As of September 30, 2017 and 2016, a total of $41,276 and $124,667, respectively has been amortized and recorded as interest expense, leaving a balance of $30,124 and $9,178 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 $1,038,876 and $610,000 as of September 30, 2017 and December 31, 2016, respectively.

~~Note 8 – Long term notes payable~~

~~On November 21, 2014,~~Black-Scholes option-pricing model inputs used by the Company ~~purchased a vehicle for $20,827, net~~to value the derivative liability at each measurement date:

Schedule of discounts. The Company financed the $20,827 at an interest rate of 2.42% for five years, with a maturity date of December 5, 2019. As of September 30, 2017 and December 31, 2016, the total principal balance of the note is $10,733 and $12,801, respectively, of which $6,518 and $8,664 is considered a long-term liability and $4,215 and $4,137 is considered a current liability.

Derivative Instruments, Black-Scholes Option-Pricing Model Input Used

	Three Months ended March 31, 2023		Year ended December 31, 2022
Expected term	0.25 – 1.09 years		0.25 – 1.09 years
Expected average volatility	31.46% – 214.36	%	229,.64% – 260.80	%
Expected dividend yield	-		-
Risk-free interest rate	4.85 % – 4.94	%	4.12 % – 4.76	%

Note 9 – ~~Stockholders' equity~~

Stockholders’ deficit

The Company was originally authorized to issue 100,000,000 shares of common stock and 100,000,000 shares of 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 common stock. All references to share and per share amounts in the consolidated financial statements and these notes thereto have been retroactively restated to reflect the forward stock split.

Common stock

During the year ended December 31, ~~2016,~~2022, 260,000 shares of common stock were returned to the ~~Company entered two consulting agreements for business advisory services.~~ treasury.

During ~~the year ended December 31, 2016~~October 2022 the Company issued a total of ~~2,000,000~~25,000 shares of common stock ~~to the consultant for business advisory services~~ valued at ~~$88,000. The certificate for these shares was issued subsequent~~$4,750 ($0.19 per share) to ~~December 31, 2016.~~

~~During~~an employee, the ~~nine months ended September 30, 2016,~~fair market value on the ~~Company entered into a consulting agreement for business advisory services. The Company issued a total~~date of ~~1,000,000 shares of common stock to the consultant for business advisory services valued at $17,500. The certificate for these shares was issued subsequent to September 30, 2017.~~

issuance.

Preferred stock

On May 3, 2016, the Company entered into, an agreement with Hypur Ventures, L.P., a Delaware limited partnership (the ~~"Hypur Ventures"~~“Hypur Ventures”) which is a related party pursuant to which the Company sold to Hypur Ventures, in a private placement, 10,000,000 shares of the ~~Company's~~Company’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of ~~$0.10,~~$0.10, at a purchase price of ~~$0.05~~$0.05 per share for gross proceeds of ~~$500,000.~~$500,000. The shares of preferred stock are convertible into shares of the ~~Company's~~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 beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be ~~$114,229.~~$114,229. The beneficial conversion feature was fully amortized and recorded as a deemed dividend.

Between July and August of 2016 Hypur Ventures purchased an additional 10,000,000 shares of the ~~Company's~~Company’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of ~~$0.10,~~$0.10, at a purchase price of ~~$0.05~~$0.05 per share for net proceeds of ~~$445,000,~~$445,000, net of legal fees of ~~$55,000.~~$55,000. The shares of preferred stock are convertible into shares of the ~~Company's~~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 determined to be ~~$0.The~~$0. The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the ~~Company's~~Company’s common stock equals or exceeds ~~$.50~~$0.50 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, demand and piggy-back registration rights.

F-18

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~~Company’s common stock equals or exceeds ~~$.50~~$0.50 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, demand and piggy-back registration rights.

The Company has reserved thirty million shares of common stock that may be issued upon the conversion and/or exercise of the preferred stock and the warrants. The preferred stock sold to Hypur Ventures will be subject to the terms and conditions of the Certificate of Designation, as well as further documentation to be drafted in accordance with the terms and conditions agreed upon between the Company and Hypur Ventures.

Note 10 – Options and 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-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.

~~During the nine months ended September 30, 2017 a total of 26,666 stock options were forfeited by various employees of the Company.~~

The following is a summary of the ~~Company's~~Company’s stock option activity for the ~~nine~~three months ~~September 30, 2017:~~

NumberOf
Shares

Weighted-Average
Exercise Price

Outstanding at December 31, 2016 24,753,405 $ 0.11
Granted - -
Exercised - -
Expired (146,667 ) $ 0.17
Forfeited (26,666 ) $ 0.15
Outstanding at September 30, 2017 24,580,072 $ 0.11
Options exercisable at December 31, 2016 20,000,484 $ 0.11
Options exercisable at September 30, 2017 23,706,008 $ 0.11

ended March 31, 2023:

Summary of Stock Option Activity

	Number Of Options			Weighted-Average Exercise Price

Outstanding at December 31, 2022		3,022,000		$	-
Granted		-		$	0.21
Expired		-		$	-
Cancelled		(17,500	)	$	0.21
Outstanding at March 31, 2023		3,004,500		$	0.21
Options exercisable at March 31, 2023		1,541,000		$	0.21

The following tables summarize information about stock options outstanding and exercisable at ~~September 30, 2017:~~

OPTIONS OUTSTANDING AND EXERCISABLE AT September 30, 2017
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 24,580,072 2.55 $ 0.11 23,706,008 $ 0.11

March 31, 2023:

Schedule of Stock Options Outstanding and Exercisable Exercise Price Range

OPTIONS OUTSTANDING AND EXERCISABLE AT MARCH 31, 2023
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
$	0.21		3,004,500		4.	$	0.21		1,541,000	$	0.21

Total stock-based compensation expense in connection with options and modified awards recognized in the consolidated statement of operations for ~~nine~~three months ended ~~September 30, 2017 and 2016~~March 31, 2023 was ~~$59,525 and $57,006, respectively. The intrinsic value of stock options issued to related parties was $0 at September 30, 2017.~~

~~Warrants~~

~~The following is a summary of the Company's warrant activity for the period ended September 30, 2017:~~

Number Of Shares
Weighted-Average
Exercise Price

Outstanding at December 31, 2016 10,000,000 $ 0.10
Granted - $ -
Exercised - $ -
Cancelled - $ -
Outstanding at September 30, 2017 10,000,000 $ 0.10
Options exercisable at September 30, 2017 10,000,000 $ 0.10

~~The following tables summarize information about warrants outstanding and exercisable at September 30, 2017 and December 31, 2016:~~

WARRANTS OUTSTANDING AND EXERCISABLE AT SEPTEMBER 30, 2017

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

$ 0.10 10,000,000 3.74 $ 0.10 10,000,000 $ 0.10

$35,510.

Note 1112 – Subsequent ~~Events~~

events

On ~~October 16, 2017 The~~May 3, 2023, the Company issued ~~convertible promissory note~~Andrew Berman, a Director of the Company, an option to ~~AUCTUS FUND LLC in~~purchase 350,000 shares of the ~~amount of $150,000 the note bears Interest~~Company’s common stock. The option is exercisable at a ~~rate: 10% (default interest 24%)~~price of $0.21 per share and ~~has a maturity date of July 16, 2018. the Holder has the option~~expires on September 30, 2027. Options to ~~convert the outstanding principal and accrued interest into common stock of the Company. The Conversion Price is~~purchase 50% of the ~~lowest trading prices during~~shares can be exercised immediately. Options to purchase 25% of the ~~25 Trading Day period prior~~shares can be exercised after June 30, 2023. Options to purchase 25% of the ~~Conversion. Covenants:~~shares can be exercised after March 30, 2024. The ~~Borrower shall~~Company also issued Mr. Berman an option to purchase an additional 400,000 shares of the Company’s common stock. The option is exercisable at a price of $.21 per share. The option to purchase these 400,000 shares will not ~~without~~be exercisable unless and until the ~~Holder's consent, sell, lease~~Company (i) sells all or ~~dispose of any significant portion~~substantially all of its assets ~~outside the ordinary course of business.~~

~~On October 19, 2017~~or (ii) the Company mergers with another entity and Power Up Lending Group Ltd entered into a Securities Purchase Agreement for a convertible note of $73,000. The note bears an Interest rate: 8% (default interest 22%) and matures on July 30, 2018. The conversion Feature: Upon 180 days after the ~~issuance,~~Company is not the ~~Holder has~~surviving entity in the merger. Notwithstanding the above, the option ~~to convert~~will not be issued if condition (i) or (ii) are not met by September 29, 2027. However, if the ~~outstanding principal and accrued interest into common stock of~~option is issued, the Company. The Conversion price is 58% of the average of the lowest 3 trading prices during the 10 Trading Day period 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.option will expire on September 30, 2027.

F-19

~~Between October 2, 2017 and November 13, 2017, the Company received aggregate advances of $126,380 from related parties which advances are due on demand and bear no interest.~~

~~PART I~~

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Report.

We were originally incorporated in Nevada on September 11, 2006, under the name The Engraving Masters, Inc. (the ~~"Company"~~“Company”).

On May 2, 2014, we changed our name to Blue Line Protection Group, Inc.

On May 6, 2014, our directors approved a 14-for-1 forward stock split. In connection with the stock split, our authorized capital increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes have been retroactively restated to reflect the forward stock split.

We provide armed protection and transportation, banking, compliance and training services for businesses engaged in the legal cannabis industry. During the ~~nine~~three months ended ~~September 30, 2017, a majority~~March 31, 2023 substantially all of our revenue was derived from ~~armed protection~~transportation and ~~transportation~~currency processing services.

It is estimated that the total market for marijuana, legal or otherwise, will exceed the economic value of corn and wheat combined. Marijuana is widely considered the largest cash crop in the United States. Businesses have been positioning themselves for years, each trying to establish a leadership position in the legal marijuana industry.

Cultivation facilities are the producers of legal cannabis that eventually make its way to consumers. ~~Growers'~~Growers’ operations typically span a large geographic footprint, making them susceptible to theft, as are shipments from the growers to testing laboratories or to retail dispensaries. Additionally, due to current federal marijuana legislation and banking environment, growers are finding it increasingly difficult to secure their cash, purchase equipment and obtain financing for expansion.

Dispensaries are the retail face of the legal cannabis industry. All legal sales of cannabis products are transacted through dispensaries that are state-licensed. To maintain their licenses, dispensaries must comply with a variety of state-mandated reporting requirements, including reporting every gram of cannabis passing in and out of the store. Dispensaries also face financing and banking challenges similar to those that growers encounter.

~~In March 2015, our wholly-owned Nevada subsidiary, BLPG, Inc., was granted licenses to provide our services in Nevada.~~

We do not grow, test, transport or sell marijuana.

Armed Protection and Transportation

Fundamental to the legal cannabis industry is the protection of product and cash throughout the distribution channel. Growers ship product from their cultivation facilities to independent laboratories where it is tested for compliance with state-mandated parameters. From the labs, the product is then delivered to the retail dispensaries, where it is sold to the public.

Due to the current banking and regulatory environments, payments between each step in the distribution network are made in cash: from the customer back to the grower. Therefore, these businesses are forced into having to transport bags of money between growers and dispensaries and their own vaults or storage facilities.

The risk of theft of cash and product is present at every stage, even when they are not in transit. Accordingly, all cannabis businesses require security measures to prevent theft, mitigate risk to employees and maintain regulatory compliance.

We began our security and protection operations in Colorado in February 2014. Since then, we have become the largest legal cannabis protection services company in the state. We offer a fully integrated approach to managing the movement of cannabis and cash from growers through dispensaries via armed and armored transport, money processing, vaulting and related credit. Money processing services generally include counting, sorting and wrapping currency.

We currently supply guards, protection and armed and armored transportation to approximately 60% of all the licensees in Colorado. We are focused on encompassing all compliance needs on behalf of our clients, as mandated by the State and Federal authorities for the protection, transport and sale of cannabis.

We also offer security monitoring, asset vaulting, and VIP and dignitary protection.

Results of Operations

Material changes in line items in our Statement of Operations for the three months ended ~~September 30, 2017~~March 31, 2023 as compared to the same period last year, are discussed below:

	Increase (I) or
Item	Decrease (D)	Reason
Revenue	(I)	Increase in services
Cost of revenue	~~Increase~~ (I) or
~~Item~~	~~Decrease (D)~~	~~Reason~~

~~Revenue~~	I	Increase in ~~cash processing and transportation services.~~distance traveled
~~Gross profit, as a % of revenue~~Interest expense	I(D)	~~Higher revenue resulted~~Decrease in ~~better economies of scale.~~borrowings
~~General~~Gain (loss) on change in fair value of derivative securities	(D)	Reduction in debt and ~~Administrative expenses~~	I	~~Increased insurance costs and increases in employee compensation.~~lower stock prices

~~Material changes in line items in our Statement of Operations for the nine months ended September 30, 2017 as compared to the same period last year, are discussed below:~~

	~~Increase (I) or~~
~~Item~~	~~Decrease (D)~~	~~Reason~~

~~Revenue~~	I	~~Increase in cash processing and transportation services.~~
~~Gross profit, as a % of revenue~~	I	~~Higher revenue resulted in better ec,onomies of scale.~~
~~General and Administrative expenses~~	I	~~Increased insurance costs and increases in employee compensation.~~

Capital Resources and Liquidity

Our material sources and <uses> of cash during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022 were:

2017

2016

Cash used by operations $ (683,078 ) $ (1,029,503 )
Purchase of equipment (1,590 ) (502,702 )
Loan Proceeds 1,271,964 1,092,610
Loan Payments (663,974 ) (687,568 )
Sale of preferred stock -- 945,000
Other 76,678 165,952

	2023		2022

Cash provided by operations	$	218,851	$	238,938
Loan payments		<89,581>		<309,329>

As of ~~September 30, 2017~~March 31, 2023 we did not have any material capital commitments other than loan payments.

~~Other than as disclosed above, we do not anticipate any material capital requirements for the twelve months ending September 30, 2018.~~

~~Other than as disclosed above, we do not know of any:~~

●

~~trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way; or~~

●

~~any significant changes in our expected sources and uses of cash.~~

~~We do not have any commitments or arrangements from any person to provide us with any equity capital.~~

During the next twelve months, we anticipate that we will incur approximately ~~$1,900,000~~$1,200,000 of general and administrative expenses in order to execute our current business plan. We also plan to incur significant sales, marketing, research and development expenses during the next 12 months. We must obtain additional financing to continue our operations. We may not be able to obtain additional funding on terms that are favorable to us or at all. We may not be able to obtain sufficient funding to continue our operations, or if we do receive funding, to generate adequate revenues in the future or to operate profitably in the future. These conditions raise substantial doubt about our ability to continue as a going concern.

Other than as disclosed above, we do not anticipate any material capital requirements for the twelve months ending March 31, 2024.

Other than as disclosed above, we do not know of any:

	●	trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way; or

	●	any significant changes in our expected sources and uses of cash.

We do not have any commitments or arrangements from any person to provide us with any equity capital.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

Critical Accounting Policies

Management considers the following policies critical because they are both important to the portrayal of our financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.

Accounts receivable. Accounts receivable are stated at the amount we expect to collect from outstanding balances and do not bear interest. We provide for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our 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 our 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.

Revenue recognition. ~~As all~~In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of ~~our Revenue~~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 ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of good or service, geography, market, type of contract, etc.) that depict how the nature, amount, timing, and uncertainty of revenue and cash flow are affected by economic factors. ASC 606-10-55-89 explains that the extent to which an entity’s revenue is ~~generated from services offerings. Revenue recognition is~~disaggregated depends on the ~~same~~facts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for ~~each of our revenue streams. We recognize revenue when all~~disaggregating revenue. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of the ~~following conditions~~new revenue standard by one year, and allowed entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The requirements for these standards relating to Topic 606 are ~~satisfied: (1) there is persuasive evidence~~effective for interim and annual periods beginning after December 15, 2017. This standard permitted adoption using one of two transition methods, either the retrospective or modified retrospective transition method.

We adopted these standards at the beginning of the first quarter of fiscal 2018 using the modified retrospective method. The adoption of these standards did not have an ~~arrangement; (2)~~impact on our Statements of Operations for the ~~service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of its fees is reasonably assured.~~

three months ended March 31, 2023.

Stock-based compensation. We record stock based compensation in accordance with the guidance in ASC Topic 505 and 718, which requires us to recognize expenses related to the fair value of our employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. We recognize the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Equity Instruments. We account for equity instruments issued in exchange for the receipt of goods or services from non-employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measureable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

718-10.

~~ITEM 4. CONTROLS AND PROCEDURES~~

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Financial Officer and Principal Executive Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange ~~Commission's~~Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of ~~September 30, 2017~~March 31, 2023 our disclosure controls and procedures were not effective due to the material weaknesses identified atduring the ~~audit.~~

audit of our financial statements for the year ended December 31, 2022.

Change in Internal Control over Financial Reporting

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 6. EXHIBITS

Exhibit ~~Number~~ No.		Description of Exhibit
~~31.1~~
31.1		Rule 13a-14(a) Certifications
31.2		Rule 13a-14(a) Certifications
32		Section 1350 Certifications
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	BLUE LINE PROTECTION GROUP, INC.

May 15, 2023	By:
~~November 20, 2017~~	~~By:~~	/s/ Daniel Allen
		Daniel Allen, Principal Executive, Financial and
		Accounting Officer

Nevada		20-5543728
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5765 Logan St. Denver, CO		80216
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)	Name of each exchange on which registered
~~(800) 844-5576~~None
~~(Registrant's telephone number, including area code)~~
N/A
~~(Former name, former address and former fiscal year, if changed since last report)~~	N/A

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐☒	Smaller reporting company	☑☒
~~(Do not check if a smaller reporting company)~~		Emerging growth company	☐

BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)


	September 30,			December 31,
	2017			2016

Assets
Current assets:
Accounts receivable, net	$	204,691		$	133,698
Prepaid expenses and deposits		61,171			85,888
Total current assets		265,862			219,586

Fixed assets:
Machinery and equipment, net		98,698			132,887
Fixed assets of discontinued operations		2,782			2,782
Total fixed assets		101,480			135,669

Total assets		367,342		$	355,255
Liabilities and Stockholders' Deficit
Current liabilities:
Cash overdraft	$	107,140		$	30,462
Accounts payable and accrued liabilities		544,001			416,573
Notes payable, net of unamortized discount		151,890			185,000
Notes payable - related parties		385,846			385,846
Convertible notes payable, net of unamortized discount		249,000			-
Convertible notes payable - related parties, net of unamortized discount		1,039,876			610,000
Current portion of long-term debt		4,215			4,137
Current liabilities of discontinued operations		-			1,335
Total current liabilities		2,481,968			1,633,353

Long-term liabilities:
Long-term debt		6,518			8,664
Total current liabilities		6,518			8,664

Total liabilities		2,488,486			1,642,017

Stockholders' deficit:
Preferred Stock, $0.001 par value, 100,000,000 shares authorized,
20,000,000 shares issued and outstanding as of September 30, 2017 and
December 31, 2016, respectively		20,000			20,000
Common Stock, $0.001 par value, 1,400,000,000 shares authorized,
128,348,026 and 127,348,026 issued and outstanding as of
September 30, 2017 and December 31, 2016, respectively		128,348			127,348
Common Stock, owed but not issued, 12,923 shares and 12,923 shares
as of September 30, 2017 and December 31, 2016, respectively		13			13
Additional paid-in capital		5,685,092			5,537,667
Accumulated deficit		(7,954,597	)		(6,971,790	)
Total stockholders' deficit		(2,121,144	)		(1,286,762	)

Total liabilities and stockholders' deficit	$	367,342		$	355,255

BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	For the three months ended						For the nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016


Revenue, net	$	1,007,687		$	728,238		$	2,830,789		$	2,099,019
Cost of revenue		(763,117	)		(620,259	)		(2,165,374	)		(1,793,254	)

Gross profit		244,570			107,979			665,415			305,765

Expenses:
Advertising		2,663			1,933			7,209			9,156
Depreciation		11,801			24,724			35,779			51,105
General and administrative expenses		511,206			403,826			1,442,065			1,286,468
Total expenses		525,670			430,483			1,485,053			1,346,729

Operating loss		(281,100	)		(322,504	)		(819,638	)		(1,040,964	)

Other income (expenses):
Other income		-			-			72,890			-
Interest expense		(135,533	)		(123,254	)		(236,059	)		(336,015	)
Total other income (expenses)		(135,533	)		(123,254	)		(163,169	)		(336,015	)
Net loss		(416,633	)		(445,758	)		(982,807	)		(1,376,979	)
Deemed dividend on Series A convertible preferred stock		-			-			-			(114,229	)
Net loss attributable to common stockholders	$	(416,633	)	$	(445,758	)	$	(982,807	)	$	(1,491,208	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted average number of
common shares outstanding, basic and diluted		128,011,069			126,348,026			127,571,469			126,231,238

BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	For the Nine Months Ended
	September 30,
	2017			2016

Operating activities
Net loss	$	(982,807	)	$	(1,376,979	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation		35,779			51,105
Stock-based compensation expense		77,025			85,006
Amortization of discounts on note payable		68,358			210,406
Penalty interest		38,750			71,684
Changes in operating assets and liabilities:
Decrease / (increase) in accounts receivable		381			(40,681	)
Increase in accrued accounts receivable		(71,374	)
Decrease in deposits and prepaid expenses		24,717			(49,517	)
Increase in accounts payable and accrued liabilities		127,428			19,473
Discontined operations accounts payable and accrued liabilities		(1,335	)		-
Net cash (used) in operating activities		(683,078	)		(1,029,503	)

Cash flows from investing activities
Purchase of fixed assets		(1,590	)		(502,702	)
Net cash (used) in investing activities		(1,590	)		(502,702	)

Financing activities
Cash overdraft		76,678			165,952
Proceeds from notes payable - related party		332,764			307,500
Repayments from notes payable - related party		(332,764	)		(135,000	)
Proceeds from convertible note - related party, net of original issue discount		460,000			95,000
Proceeds from notes payable		113,700			532,360
Repayment of notes payable		(164,278	)		(309,812	)
Proceeds from convertible note, net of original issue discount		365,500			157,750
Repayment of convertible note		(125,000	)		(168,000	)
Penalty payment		(38,750	)		(71,684	)
Payments on auto loan		(3,182	)		(3,072	)
Sale of preferred stock, net of issuance costs		-			945,000
Net cash provided by financing activities		684,668			1,515,994

Net increase in cash		-			(16,211	)
Cash - beginning		-			16,211
Cash - ending	$	-		$	-

Supplemental disclosures:
Interest paid	$	54,477		$	27,400
Income taxes paid	$	-		$	-

Non-cash transactions:
Debt discount due to beneficial conversion feature	$	71,400		$	2,240
Interest capitalized as construction in progress	$	-		$	24,243
Deemed dividend on Series A convertible preferred stock	$	-		$	114,229

Future minimum lease payments:
2017	$	30,050
2018		122,604
2019		125,056
2020		127,557
2021		130,108
2022 and thereafter		654,539
Total minimum lease payments	$	1,189,914

	NumberOf Shares			Weighted-Average Exercise Price

Outstanding at December 31, 2016		24,753,405		$	0.11
Granted		-			-
Exercised		-			-
Expired		(146,667	)	$	0.17
Forfeited		(26,666	)	$	0.15
Outstanding at September 30, 2017		24,580,072		$	0.11
Options exercisable at December 31, 2016		20,000,484		$	0.11
Options exercisable at September 30, 2017		23,706,008		$	0.11

	Number Of Shares		Weighted-Average Exercise Price

Outstanding at December 31, 2016		10,000,000	$	0.10
Granted		-	$	-
Exercised		-	$	-
Cancelled		-	$	-
Outstanding at September 30, 2017		10,000,000	$	0.10
Options exercisable at September 30, 2017		10,000,000	$	0.10

	2017			2016

Cash used by operations	$	(683,078	)	$	(1,029,503	)
Purchase of equipment		(1,590	)		(502,702	)
Loan Proceeds		1,271,964			1,092,610
Loan Payments		(663,974	)		(687,568	)
Sale of preferred stock		--			945,000
Other		76,678			165,952