Kaya (KAYS) 10-Q 17 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 14, 2021
Document And Entity Information
Entity Registrant Name	Kaya Holdings, Inc.
Entity Central Index Key	0001530746
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Ex Transition Period	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		14,422,741
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and equivalents	$ 70,786	$ 43,162
Inventory - Net of Allowance	61,980	47,618
Prepaid Expenses	13,674	12,135
Total Current Assets	146,440	102,915
OTHER ASSETS:
Right-of-use asset - operating lease	301,210	322,760
Property and equipment, net of accumulated depreciation of $577,731 and $547,469 as of March 31, 2021 and December 31, 2020, respectively	1,794,684	1,824,946
Investment in Subsidaries	37,830	31,688
Deposits	16,507	16,507
Total Other Assets	2,150,231	2,195,901
Total Assets	2,296,671	2,298,816
CURRENT LIABILITIES:
Accounts payable and accrued expense	1,025,797	988,247
Accounts payable and accrued expense - related parties	911,412	846,111
Accrued interest	741,710	616,329
Right-of-use liabiliy - operating lease	130,243	149,896
Notes payable-related party	250,000
Convertible notes payable, net of discount of $0 and $79	175,000	363,243
Notes Payable	9,312	9,312
Derivative liabilities	22,454,404	17,328,904
Total Current Liabilities	25,697,878	20,302,042
Notes payable-related party		250,000
Convertible notes payable, net of discount of $561,953 and $494,851	6,749,786	6,399,574
Right-of-use liabiliy - operating lease	240,418	273,289
Total Long Term Liabilities	6,990,204	6,922,863
Total Liabilities	32,688,082	27,224,905
STOCKHOLDERS' EQUITY (DEFICIT):
Convertible preferred stock, Series C, par value $.001; 10,000,000 shares authorized; 100,000 and 100,000 issued and outstanding at March 31, 2021 and December 31, 2020, respectively	100	100
Common stock, par value $.001; 500,000,000 shares authorized; 14,422,741 shares issued as of March 31, 2021 and 14,264,409 shares outstanding as of December 31, 2020, respectively.	14,423	14,265
Subscriptions payable	163,630	163,880
Additional paid in capital	20,680,034	20,639,456
Accumulated Deficit	(49,739,816)	(44,219,608)
Non-controlling Interest	(1,509,782)	(1,524,182)
Net Stockholders' Deficit	(30,391,411)	(24,926,089)
Total Liabilities and Stockholders'Deficit	$ 2,296,671	$ 2,298,816

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Property and Equipment Net Depreciation	$ 577,731	$ 547,469
Convertible Notes Payable Current-Net of discount	0	79
Convertible Notes Payable Long Term-Net of discount	$ 561,953	$ 494,851
Preferred Stock Series C Par Value	$ .001	$ .001
Preferred Stock Series C Shares Authorized	10,000,000	10,000,000
Preferred Stock Series C Shares Issued	100,000	100,000
Preferred Stock Series C Shares Outstanding	100,000	100,000
Common Stock Par Value	$ .001	$ .001
Common Stock Shares Authorized	500,000,000	500,000,000
Common Stock Shares Issued	14,422,741	14,264,409
Common Stock Shares Outstanding	14,422,741	14,264,409

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Net Sales	$ 237,018	$ 235,311
Cost of Sales	75,814	48,887
Gross Profit	161,204	186,424
Operating Expenses:
Professional Fees	207,714	175,306
Salaries and wages	86,983	141,680
(Gain) Loss on impairment of assets	(31,671)
General and administrative	195,650	199,558
Total Operating Expenses	458,676	516,544
Operating Loss	(297,472)	(330,120)
Other Income (expense):
Interest expense	(149,859)	(137,450)
Amortization of Debt discount	(142,977)	(138,776)
Derivative liabilities expense	(380,063)	(28,887)
Change in derivative liabilities expense	(4,535,437)	(74,770)
Total Other Income (Expense)	(5,208,336)	(379,883)
Net loss before income taxes	(5,505,808)	(710,003)
Provision for Income Taxes
Net loss	(5,505,808)	(710,003)
Net income (loss) attributed to non-controlling interest	14,400	(52,236)
Net income (loss) attributed to Kaya Holdings, Inc.	$ (5,520,208)	$ (657,767)
Basic net income (loss) per common share	$ (0.39)	$ (0.05)
Weighted average number of common shares outstanding - Basic	14,329,038	12,500,254
Diluted net income per common shar	$ (0.39)	$ (0.05)
Weighted average number of common shares outstanding - Diluted	14,329,038	12,500,254

Statements of Cash Flows

Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
OPERATING ACTIVITIES:
Net loss	$ (5,520,208)	$ (657,767)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income /(loss) Attributable to non-controlling interest	14,400	(52,236)
Depreciation	30,262	55,675
Imputed interest	5,486	5,625
Loss (Gain) on Extinguishment of Debt	(31,671)
Derivative Expense	380,063	28,887
Change in derivative liabilities	4,535,437	74,770
Amortization of debt discount	142,977	138,776
Changes in operating assets and liabilities:
Prepaid expense	(1,539)	2,393
Inventory	(14,362)	27,777
Right-of-use asset	21,550	(218,850)
Accrued Interest	144,373	131,825
Accounts payable and accrued expenses	57,135	27,041
Accounts payable and accrued expenses - Related Parties	45,716	90,000
Right-of-use liabilities	(20,853)	225,482
Net cash used in operating activities	(211,234)	(120,602)
INVESTING ACTIVITIES:
Investment in Subsidiaries	(6,142)
Net cash used in investing activities	(6,142)
FINANCING ACTIVITIES:
Proceeds from common stock subscriptions	35,000	12,500
Proceeds from convertible debt	210,000	90,000
Net cash provided by financing activities	245,000	102,500
NET INCREASE (DECREASE) IN CASH	27,624	(18,102)
CASH BEGINNING BALANCE	43,162	86,967
CASH ENDING BALANCE	70,786	68,865
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES:
Derivative liability on convertible note payable	210,000	90,000
Capitalization of interest pursuant to amended agreement	18,992	584,478
Shares issued for cash from stock payable	$ 250

Statement of Shareholders Equit

Statement of Shareholders Equity - USD ($)	Preferred Stock	Post-Split Common Stock	Subscription Payable	Additional Paid-In Capital	Accumulated Deficit	Noncontrolling Interest	Total
Beginning Balance, Shares at Dec. 31, 2019	100,000	12,500,254
Beginning Balance, Value at Dec. 31, 2019	$ 100	$ 12,501	$ 163,630	$ 19,778,857	$ (32,120,787)	$ (1,325,781)	$ (13,491,480)
Imputed Interest				22,500			22,500
Common stock issued for services, Shares		546,667
Common stock issued for services, Value		$ 547		263,445			263,992
Common stock issued for services - related parties, Shares		533,333
Common stock issued for services - related parties, Value		$ 533		263,467			264,000
Common stock for debt conversion and interest, Shares		683,753
Common stock for debt conversion and interest, Amount		$ 684		101,879			102,563
Reclassification of derivative liabilities to additional paid in capital				197,058			197,058
Common stock Issued for cash, Value			250	7,715			7,965
Warrant grant for Cash				4,535			4,535
Rounding Shares		402
Net Loss					(12,098,821)	(198,401)	(12,297,222)
Ending Balance, Shares at Dec. 31, 2020	100,000	14,264,409
Ending Balance, Value at Dec. 31, 2020	$ 100	$ 14,265	163,880	20,639,456	(44,219,608)	(1,524,182)	(24,926,089)
Imputed Interest				5,486			5,486
Common stock Issued for cash, Shares		158,332
Common stock Issued for cash, Value		$ 158	(250)	35,092			35,000
Net Loss					(5,520,208)	14,400	(5,520,208)
Ending Balance, Shares at Mar. 31, 2021	100,000	14,422,741
Ending Balance, Value at Mar. 31, 2021	$ 100	$ 14,423	$ 163,630	$ 20,680,034	$ (49,739,816)	$ (1,509,782)	$ (30,391,411)

ORGANIZATION AND NATURE OF THE

ORGANIZATION AND NATURE OF THE BUSINESS	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
ORGANIZATION AND NATURE OF THE BUSINESS	NOTE 1 – ORGANIZATION AND NATURE OF THE BUSINESS Organization Kaya Holdings, Inc. FKA (Alternative Fuels Americas, Inc.) is a holding company. The Company was incorporated in 1993 and has engaged in a number of businesses. Its name was changed on May 11, 2007 to NetSpace International Holdings, Inc. (a Delaware corporation) (“NetSpace”). NetSpace acquired 100% of Alternative Fuels Americas, Inc. (a Florida corporation) in January 2010 in a stock-for-member interest transaction and issued 6,567,247 shares of common stock and 100,000 shares of Series C convertible preferred stock to existing shareholders. Certificate of Amendment to the Certificate of Incorporation was filed in October 2010 changing the Company’s name from NetSpace International Holdings, Inc. to Alternative Fuels Americas, Inc. (a Delaware corporation). Certificate of Amendment to the Certificate of Incorporation was filed in March 2015 changing the Company’s name from Alternative Fuels Americas, Inc. (a Delaware corporation) to Kaya Holdings, Inc. The Company has four subsidiaries: Alternative Fuels Americas, Inc, a Florida corporation, which is wholly-owned, Marijuana Holdings Americas, Inc., a Florida corporation (“MJAI”), which is majority-owned, 34225 Kowitz Road, LLC, a wholly-owned Oregon limited liability company which holds ownership of the Company’s 26 acre property in Lebanon, Oregon on which it plans to develop a legal cannabis cultivation and manufacturing facility, and Kaya Brand International, Inc. (KBI) a Florida Corporation which the Company owns 85% of which was formed on October 14, 2019 to expand the business overseas MJAI develops and operates the Company’s legal cannabis retail operations in Oregon through controlling ownership interests in five Oregon limited liability companies: MJAI Oregon 1 LLC, MJAI Oregon 2 LLC (inactive), MJAI Oregon 3 LLC (inactive) , MJAI Oregon 4 LLC (inactive) and MJAI Oregon 5 LLC. MJAI Oregon 1 LLC is the entity that holds the licenses for the Company’s retail store operations and pending OLCC Production and Processing license transfer applications for the 260 Grimes Street property in Eugene, Oregon. MJAI Oregon 5 LLC maintains the Company’s pending OLCC Producer Application for the Company’s 26 acre farm property in Lebanon Oregon. KBI is the entity that holds controlling ownership interests in Kaya Farms Greece, S.A. (a Greek corporation) and Kaya Shalvah (“Kaya Farms Israel”, an Israeli corporation). These two entities were formed to facilitate expansion of the Company’s business in Greece and Israel respectively. Nature of the Business In January 2014, KAYS incorporated MJAI, a wholly-owned subsidiary, to focus on opportunities in the legal recreational and medical marijuana in the United States. MJAI has concentrated its efforts in Oregon, where through controlled Oregon limited liability companies, it initially secured licenses to operate a medical marijuana dispensary (an “MMD”) and following legalization of recreational cannabis use in Oregon, has secured licenses to operate four retail outlets and purchased 26 acres for development as a legal cannabis cultivation and manufacturing facility. The Company has developed the Kaya Shack™ brand for its retail operations and the Kaya Farms ™ brand for its cannabis gowing and processing operations. On July 3, 2014 opened its first Kaya Shack™ MMD in Portland, Oregon. In April 2015, KAYS commenced its own medical marijuana grow operations for the cultivation and harvesting of legal marijuana thereby becoming the first publicly traded U.S. company to own a majority interest in a vertically integrated legal marijuana enterprise in the United States. In October 2015, concurrent with Oregon commencing legal sales of recreational marijuana through MMDs, KAYS opened its second retail outlet in Salem, Oregon, the Kaya Shack™ Marijuana Superstore. During 2015, the Company also consolidated its grow operations and manufacturing operations into a single facility in Portland, Oregon. In 2016, Oregon began the process to transition legal marijuana sales from Oregon Health Authority (“OHA”) licensed MMDs and grow operations to Oregon Liquor Control Commission (“OLCC”) licensed recreational marijuana retailers and producer and processing facilities. Effective January 1, 2017, all retailers of recreational marijuana were required to have a recreational marijuana sales license issued by the OLLC for each retail outlet operated. In 2016 the Company applied for OLLC licenses for its two initial Kaya Shack™ retail outlets (Portland, Oregon and South Salem, Oregon), and also submitted license applications for its two new locations under construction and development at that time. In late December 2016, we received our OLCC recreational license for the South Salem Kaya Shack™ Marijuana Superstore (Kaya Shack™ OLCC Marijuana Retailer License #1) and recreational and medical sales continued without interruption from 2016 through the present at that location. On March 21, 2017, we received our North Salem Kaya Shack™ outlet (Kaya Shack™ OLCC Marijuana Retailer License #2) a 2,600-square foot Kaya Shack™ Marijuana Superstore in North Salem, Oregon, whereupon the location opened for business with both recreational and medical sales. On May 2, 2017, we received our OLCC recreational license for our Portland Kaya Shack™ outlet (Kaya Shack™ OLCC Marijuana Retailer License #3) after a delay of approximately four months. During that period, we were limited to solely medical sales at the Portland location. Upon receipt of Kaya Shack™ OLCC Marijuana Retailer License #3, recreational sales recommenced at that location. During August of 2017, the Company purchased a 26 acre parcel in Lebanon, Linn County, Oregon, on which we intend to construct an 85,000 square foot Kaya Farms™ Greenhouse Grow and Production Facility at the property. On February 15, 2018, we received our OLCC recreational, medical and home delivery license for the Central Salem Kaya Shack TM TM TM On August 18, 2018, the Company had concluded the purchase of the Eugene, Oregon based Sunstone Farms manufacturing facility, which was licensed by the OLCC for both the production of medical and recreational marijuana flower and the processing of cannabis concentrates/extracts/edibles. The purchase included a 12,000 square foot building housing and indoor grow facility, as well as equipment for growing and extraction activity. The purchase price of $1.3 was paid for by the issuance of 12 million shares of KAYS restricted stock to the seller at closing. Additionally, the seller purchased 2.5 million restricted shares for $250,000 in cash in a private transaction with the Company, and became a Board Member of Kaya Holdings. While the shares carried a lock-up-restriction allowing for their staged eligibility for resale over a 61-month period from the date of the purchase of the facility by KAYS, none of the shares have been submitted for resale. In mid-April, 2019 the Company was notified by Sunstone that the OLCC had filed an administrative proceeding and was proposing that Sunstone’s licenses for the facility purchased by KAYS be cancelled, claiming that Sunstone had not filed paperwork correctly with respect to the transaction and the historical ownership of Bruce Burwick, the seller of the facility to the Company. Neither the Issuer nor any of its agents, consultants, employees or related entities was named as a respondent to the action and accordingly could not respond to the proceedings. On September 26, 2019, the C On November 4, 2019 the Company filed an 8-K announcing that its majority owned subsidiary, Kaya Brands International, Inc. (“KBI”), had executed a memorandum of understanding (“MOU”) setting forth the terms for KBI’s acquisition of a 50% ownership interest in Greekkannabis, PC (“GKC”), an Athens, Greece based cannabis company which at the time was awaiting issuance of a medical cannabis cultivation, processing, and export license from the Greek government. In February, 2020 the Company renewed the OLCC Marijuana Retailer Licenses #1, 2 and 4 listed above and did not renew OLCC Marijuana Retailer License #3 and ceased operations at that location. Additionally, the Company is in the process of seeking to transfer OLCC License #4 to either its 12,000 square foot property in Eugene, Oregon to facilitate a delivery hub for Eugene, Oregon or other such location to make effective use of MJAI Retailer License #4. On April 22, 2020 KAYS/KBI received confirmation from its Greek Counsel that the Greek Government had approved and issued the Crucial Installation License for the GKC facility which is the subject of the previously announced MoU executed by and between KBI and GKC. The license allows for construction of a medical cannabis cultivation and process facility which includes twelve (12) 35,000 square foot of light deprivation greenhouses and an additional 50,000 square foot building for workspace, storage and administrative offices situated on fifteen acres of land in Thibes, Greece. On June 7, 2020 Kaya Shalvah (“Kaya Farms Israel”) was incorporated by the Company’s Israel Counsel, Sullivan & Worcester. KBI owns a majority of Kaya Farms Israel. On October 15, 2020 the OLCC approved a settlement between the OLCC and Sunstone Marketing Partners that required that the licenses for the Eugene Oregon based Sunstone Farms facility be sold to a third party (other than KAYS) or surrendered. For more information, please see Note 16, Subsequent Events and Part I, Item 3, Legal Proceedings elsewhere in this filing. On November 27, 2020 Kaya Farms Greece, S.A. (“KFG)” was incorporated by the Company’s Greek Counsel Dalakos, Fassolis and Theofanopoulos of Piraeus, Greece. KBI owns a majority of KFG. On December 31, 2020, the Company entered into a joint venture agreement with Greekkbannabis. The current joint venture arrangements are in the developmental stage and therefore only the initial start-up costs are included in the financial statement for the year ended December 31, 2020. For more information, please see Note, 16 Subsequent Events, and also information on Kaya Farms Greece elsewhere in this filing. On January 11, 2021, KAYS/KBI, through a majority owned subsidiary of KBI (Kaya Farms Greece or “KFG") and Greekkannabis (“GKC") executed an agreement for KBI to acquire 50% of GKC. The terms are as follows: 1. Prior to the execution of the transaction, the GKC shareholders owned a total of 320 shares (100%) of GKC. 2. Pursuant to first section of the contract, KBI has initially acquired 80 shares of GKC (from the current shareholders) for payment of 30,000 Euros- 20,000 Euros have been paid from the $31,688 (25,000 Euros) sent to Greece on December 31, 2020 and the remaining 10,000 Euros is due to be paid by June 30, 2021. This leaves current shareholders on GKC side with 240 shares. 3. GKC is in process of issuing an additional 160 shares of GKC to KFG in exchange for additional paid in capital by KFG of 16,000 Euros. At the conclusion of the process (minutes of meetings have to be published in Greek Government publications, etc which will take a few months), KFG will own 50% of GKC (240 shares) and the current shareholders of GKC will own 50% (240 shares). 5. An operating agreement is currently being drafted that allows for 5 board members (2 from KFG and 3 from GKC). Ilias will become the President and Panos will become the vice president and Managing Director. Final terms will include the provision that a super majority (80%) is required to enter into a transaction in excess of 100K Euros and also to issue new shares, encumber/sell existing shares, enter into decisions regarding infrastructure, development and construction decisions, etc.

LIQUIDITY AND GOING CONCERN

LIQUIDITY AND GOING CONCERN	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY AND GOING CONCERN	NOTE 2 – LIQUIDITY AND GOING CONCERN The Company’s consolidated financial statements as of March 31, 2021 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred a net loss of $5,520,208 for the three months ended March 31, 2021 and a net loss of $657,767 for the three months ended March 31, 2020. The increase in net loss is due to the changes in derivative liabilities, the increase in amortization of debt discount and derivative liabilities expense, as wells as the company continues to have operating losses. At March 31, 2021 the Company has a working capital deficiency of $25,551,438 and is totally dependent on its ability to raise capital. The Company has a plan of operations and acknowledges that its plan of operations may not result in generating positive working capital in the near future. Even though management believes that it will be able to successfully execute its business plan, which includes third-party financing and capital issuance, and meet the Company’s future liquidity needs, there can be no assurances in that regard. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this material uncertainty. Management recognizes that the Company must generate additional funds to successfully develop its operations and activities. Management plans include: • the sale of additional equity and debt securities, • alliances and/or partnerships with entities interested in and having the resources to support the further development of the Company’s business plan, • business transactions to assure continuation of the Company’s development and operations, • development of a unified brand and the pursuit of licenses to operate recreational and medical marijuana facilities under the branded name.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICES AND BASIS OF PRESENTATION	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates. Risks and Uncertainties The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate success of the product, (ii) competition inherent at other locations where product is expected to be sold (iii) general economic conditions and (iv) the related volatility of prices pertaining to the cost of sales. Fiscal Year The Company’s fiscal year-end is December 31. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Kaya Holdings, Inc. and all wholly and majority-owned subsidiaries. All significant intercompany balances have been eliminated. Wholly-owned subsidiaries: · Alternative Fuels Americas, Inc. (a Florida corporation) · 34225 Kowitz Road, LLC (an Oregon LLC) Majority-owned subsidiaries: Kaya Brands International, Inc. (a Florida Corporation) Kaya Shalvah (“Kaya Farms Israel”, an Israeli corporation) majority owned subsidia y of KBI) Kaya Farms Greece, S.A. (a Greek Corporation) majority owned subsidiary of KBI) · Marijuana Holdings Americas, Inc. (a Florida corporation) o MJAI Oregon 1 LLC o MJAI Oregon 2 LLC (inactive) o MJAI Oregon 3 LLC (inactive) o MJAI Oregon 4 LLC (inactive) o MJAI Oregon 5 LLC Non-Controlling Interest The company owned 55% of Marijuana Holdings Americas until September 30, 2019. Starting October 1, 2019, Kaya Holding, Inc. owns 65% of Marijuana Holdings Americas, Inc. As of December 31, 2019 Kaya owns 65% of Marijuana Holdings Americas, Inc. The company owned 85% of Kaya Brands International, Inc. until July 31, 2020. Starting August 1, 2020, Kaya Holding, Inc. owns 65% of Kaya Brands International, Inc. Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents. Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. Total Value of Finished goods inventory as of March 31, 2021 is $61,980 and $47,618 as of December 31, 2020. Inventory allowance and impairment were $0 and $0 as of March 31, 2021 and December 31, 2020, respectively. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5-30 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. Long-lived assets The Company reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. Accounting for the Impairment of Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. Operating Leases We lease our retail stores under non-cancellable operating leases. Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. We recognize rent expense on a straight-line basis over the lease term, excluding contingent rent, and record the difference between the amount charged to expense and the rent paid as a deferred rent liability. Deferred Rent and Tenant Allowances Deferred rent is recognized when a lease contains fixed rent escalations. We recognize the related rent expense on a straight-line basis starting from the date of possession and record the difference between the recognized rental expense and cash rent payable as deferred rent. Deferred rent also includes tenant allowances received from landlords in accordance with negotiated lease terms. The tenant allowances are amortized as a reduction to rent expense on a straight-line basis over the term of the lease starting at the date of possession. Earnings Per Share In accordance with ASC 260, Earnings per Share, the Company calculates basic earnings per share by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed if the Company has net income; otherwise it would be anti-dilutive, and would result from the conversion of a convertible note. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. • Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. Fair Value Measurements at March 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 70,786 $ - $ - Total assets 70,786 - - Liabilities Convertible debentures, net of discounts of $561,953 - - 6,924,786 Short term debt, net of discounts of $-0- - - - Derivative liability - - 22,454,404 Total liabilities - - 29,379,190 $ 70,786 $ - $ 29,379,190 Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 43,162 $ - $ - Total assets 43,162 - - Liabilities Convertible debentures, net of discounts of $494,930 - - 6,762,817 Short term debt, net of discounts of $-0- - - - Derivative liability - - 17,328,904 Total liabilities - - 24,091,721 $ 43,162 $ - $ (24,091,721) The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 7. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Binomial option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In July 2017, the FASB issued ASU 2017-11 Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivative and Hedging (Topic 815). Prior to this Update, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated. For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. The amendments in Part 1 of this Update are a cost savings relative to former accounting. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. The Company adopted this new standard on January 1, 2019; however, the Company needs to continue the derivative liabilities due to variable conversion price on some of the convertible instruments. As such, it did not have a material impact on the Company’s consolidated financial statements. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Original Issue Discount For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. Extinguishments of Liabilities The Company accounts for extinguishments of liabilities in accordance with ASC 860-10 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized. Stock-Based Compensation - Employees The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Company’s most recent private placement memorandum (based on sales to third parties) (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial Option Model option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. • Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. • Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. • Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations. Stock-Based Compensation – Non-Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation: Improvement to Nonemployee Share-Based Payment Accounting (Topic 718). The ASU supersedes ASC 505-50, Equity-Based Payment to Non-Employment and expends the scope of the Topic 718 to include stock-based payments granted to non-employees. Under the new guidance, the measurement date and performance and vesting conditions for stock-based payments to non-employees are aligned with those of employees, most notably aligning the award measurement date with the grant date of an award. The new guidance is required to be adopted using the modified retrospective transition approach. The Company adopted the new guidance effective January 1, 2019, with an immaterial impact on its financial statements and related disclosures. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. • Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. • Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. • Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 – Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identifying the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. To confirm, all of our OLCC licensed cannabis retail sales operations are conducted and operated on a “cash and carry” basis- product(s) from our inventory accounts are sold to the customer(s) and the customer settles the account at time of receipt of product via cash payment at our retail store; the transaction is recorded at the time of sale in our point of sale software system. Revenue is only reported after product has been delivered to the customer and the customer has paid for the product with cash. To date the only other revenue we have received is for ATM transactions and revenue from this activity is only reported after we receive payment via check from the ATM service provider company. Cost of Sales Cost of sales represents costs directly related to the purchase of goods and third party testing of the Company’s products. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; a

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT	NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (Unaudited) (Audited) ATM Machine $ 5,600 $ 5,600 Computer 18,990 18,990 Furniture & Fixtures 43,466 43,466 HVAC 41,768 41,768 Land 697,420 697,420 Leasehold Improvements 142,979 142,979 Machinery and Equipment 312,331 312,331 Sign 12,758 12,758 Structural 1,017,359 1,017,359 Vehicle 79,744 79,744 Total 2,372,415 2,372,415 Less: Accumulated Depreciation (577,731) (547,469) Property, Plant and Equipment - net $ 1,794,684 $ 1,824,946 Depreciation expense totaled of $30,262 and $55,675 for the three months ended March 31, 2021 and 2020, respectively. Due to the closure of 2 stores, the Company removed net asset of $173,658 and record loss of disposal of fixed asset $173,658 during the years ended December 31, 2020.

NON-CURRENT ASSETS

NON-CURRENT ASSETS	3 Months Ended
	Mar. 31, 2021
Notes to Financial Statements
NON-CURRENT ASSETS	NOTE 5 – NON-CURRENT ASSETS Other assets consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 (Unaudited) December 31, 2020 (Audited) Rent Deposits $ 11,016 $ 11,016 Security Deposits 5,491 5,491 Non-Current Assets $ 16,507 $ 16,507 Due to the closure of 2 stores, the Company expensed rent deposit of $11,016 during the years ended December 31, 2020.

CONVERTIBLE DEBT

CONVERTIBLE DEBT	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
CONVERTIBLE DEBT	NOTE 6 – CONVERTIBLE DEBT These debts have a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have been amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.11% to 0.47%, volatility ranging from 106% to 142%, trading prices ranging from $0.020 per share to $0.66 per share and a conversion price ranging from $0.15 per share to $0.38 per share. The total derivative liabilities associated with these notes were $22,454,404 at March 31, 2021 and $17,328,904 at December 31, 2020. See Below Summary Table Convertible Debt Summary Debt Type Debt Classification Interest Rate Due Date Ending CT LT 3/31/2021 12/31/2020 A Convertible X 10.0% 1-Jan-17 25,000 $ 25,000 B Convertible X 8.0% 1-Jan-24 82,391 82,391 C Convertible X 8.0% 1-Jan-24 41,195 41,195 D Convertible X 8.0% 1-Jan-24 262,156 262,156 O Convertible X 8.0% 1-Jan-24 136,902 136,902 P Convertible X 8.0% 1-Jan-24 66,173 66,173 Q Convertible X 8.0% 1-Jan-24 65,274 65,274 S Convertible X 8.0% 1-Jan-24 63,205 63,205 T Convertible X 8.0% 1-Jan-24 313,634 313,634 BB Convertible X 10.0% 1-Jan-20 50,000 50,000 CC Convertible X 10.0% 1-Jan-20 100,000 100,000 KK Convertible X 8.0% 1-Jan-24 188,000 188,000 LL Convertible X 8.0% 1-Jan-24 749,697 749,697 MM Convertible X 8.0% 1-Jan-24 124,690 124,690 NN Convertible X 8.0% 1-Jan-24 622,588 622,588 OO Convertible X 8.0% 1-Jan-24 620,908 620,908 PP Convertible X 8.0% 1-Jan-24 611,428 611,428 QQ Convertible X 8.0% 1-Jan-24 180,909 180,909 RR Convertible X 8.0% 1-Jan-24 586,804 586,804 SS Convertible X 8.0% 1-Jan-24 174,374 174,374 TT Convertible X 8.0% 1-Jan-24 345,633 345,633 UU Convertible X 8.0% 1-Jan-24 171,304 171,304 VV Convertible X 8.0% 1-Jan-24 121,727 113,322 XX Convertible X 8.0% 1-Jan-24 112,734 112,734 YY Convertible X 8.0% 1-Jan-24 173,039 173,039 ZZ Convertible X 8.0% 1-Jan-24 166,603 166,603 AAA Convertible X 8.0% 1-Jan-24 104,641 104,641 BBB Convertible X 8.0% 1-Jan-24 87,066 87,066 CCC Convertible X 8.0% 1-Jan-24 29,055 25,000 DDD Convertible X 8.0% 1-Jan-24 75,262 75,262 EEE Convertible X 8.0% 1-Jan-24 160,619 160,619 GGG Convertible X 8.0% 1-Jan-24 79,422 79,422 HHH Convertible X 8.0% 1-Jan-24 39,741 35,000 JJJ Convertible X 8.0% 1-Jan-24 52,455 52,455 LLL Convertible X 8.0% 1-Jan-24 77,992 77,992 MMM Convertible X 8.0% 1-Jan-24 51,348 51,348 PPP Convertible X 8.0% 1-Jan-24 95,979 95,979 RRR Convertible X 8.0% 1-Jan-24 16,177 15,000 SSS Convertible X 8.0% 1-Jan-24 75,000 75,000 TTT Convertible X 8.0% 1-Jan-24 80,000 80,000 UUU Convertible X 8.0% 1-Jan-24 20,614 20,000 VVV Convertible X 8.0% 1-Jan-24 75,000 75,000 WWW Convertible X 8.0% 1-Jan-24 60,000 - XXX Convertible X 8.0% 1-Jan-24 100,000 - YYY Convertible X 8.0% 1-Jan-24 50,000 - Total Convertible Debt 7,486,739 7,257,747 Less: Discount (561,953) (494,930) Convertible Debt, Net of Discounts $ 6,924,786 $ 6,762,817 Convertible Debt, Net of Discounts, Current $ 175,000 $ 363,243 Convertible Debt, Net of Discounts, Long-term $ 6,749,786 $ 6,399,574 FOOTNOTES FOR CONVERTIBLE DEBT SUMMARY TABLE (A) At the option of the holder the convertible note may be converted into shares of the Company’s common stock at the lesser of $0.40 or 20% discount to the market price, as defined, of the Company’s common stock. The Company is currently in discussions with the lender on a payment schedule. The outstanding balance of this note is convertible into a variable number of the Company’s common stock. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are being amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.11% to 2.63%, volatility ranging from 84.63% to 243.37%, trading prices ranging from $0.42 per share to $6.75 per share and a conversion price ranging from $0.34 per share to $6.15 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $54,326. A recap of the balance of outstanding convertible debt at March 31, 2021 is as follows: Principal balance $ 25,000 Accrued interest 29,326 Balance maturing for the period ending: March 31, 2021 $ 54,326 The Company valued the derivative liabilities at March 31, 2021 at $30,449. The Company recognized a change in the fair value of derivative liabilities for the three months ended March 31, 2021 of $14,624 which were added (credited) to operations. In determining the indicated values at March 31, 2021, since the debt is in default, the company used the maximum value these embedded options represent, with a trading price of $0.48, and conversion prices of $0.38 per share. (B), (C), (D) All these amended debts have a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have been amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.05% to 2.59%, volatility ranging from 84.63% to 243.23%, trading prices ranging from $0.42 per share to $6.15 per share and a conversion price ranging from $0.15 per share to $2.25 per share. The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $424,110. The derivative liability associated with this note as of March 31, 2021 were $1,176,014. During 2020, interest of $28,574 was capitalized. (O) On March 31, 2016 the Company received $100,000 from the issuance of convertible debt. Interest is stated at 12%. The Note and Interest is convertible into common shares at $0.15 per share In January 2020, the maturity date of the notes had been extended to January 1, 2024. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 157.47%, trading prices ranging from $0.42 per share to $4.05 per share and a conversion price of $0.15 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $150,524. The derivative liability associated with this note as of March 31, 2021 were $417,370. During 2020, interest of $10,142 was capitalized. (P) On July 13, 2016 the Company received $50,000 from the issuance of convertible debt. Interest is stated at 12%. The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 157.47%, trading prices ranging from $0.42 per share to $4.05 per share and a conversion price of $0.15 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $72,757. The derivative liability associated with this note as of March 31, 2021 were $201,741. During 2020, interest of $4,902 was capitalized. (Q) On August 30, 2016 the Company received $50,000 from the issuance of convertible debt. Interest is stated at 12%. The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 154.71%, trading prices ranging from $0.42 per share to $4.05 per share and a conversion price of $0.15 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $71,769. The derivative liability associated with this note as of March 31, 2021 was $199,001. During 2020, interest of $4,835 was capitalized. (S) On December 1, 2016 the Company received $50,000 from the issuance of convertible debt. Interest is stated at 12%. The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 154.71%, trading prices ranging from $0.42 per share to $4.05 per share and a conversion price of $0.15 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $69,493. The derivative liability associated with this note as of March 31, 2021 were $192,693. During 2020, interest of $4,682 was capitalized. (T) On December 30, 2016 the Company received $250,000 from the issuance of convertible debt. Interest is stated at 8%. The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 154.71%, trading prices ranging from $0.42 per share to $4.05 per share and a conversion price of $0.15 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $344,842. The derivative liability associated with this note as of March 31, 2021 were $956,177. During 2020, interest of $23,232 was capitalized. (BB) On September 23, 2015 the Company received a total of $50,000 from an accredited investor in exchange for a two year note in the aggregate amount of $50,000 with interest accruing at 10%. The note is convertible after September 23, 2015 and is convertible into the Company’s common stock at a conversion rate of $0.15 per share. The market value of the stock at the date when the debt becomes convertible was $1.17. The debt issued is a result of a financing transaction and contain a beneficial conversion feature. The accrued interest of $5,000 was converted to 166,666 shares of common stock on September 15, 2019. The accrued interest of $5,000 was paid in cash in the year of 2020. On January 1, 2019, due date of this note was extended until January 1, 2020. The lender and the Company are in discussion to extend the maturity terms. No gain or loss on conversion was recorded as conversions were made within the terms of agreement. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $56,222. The derivative liability associated with this note as of March 31, 2021 was $79,998. (CC) On September 23, 2015 the Company received a total of $100,000 from an accredited investor in exchange for a two year note in the aggregate amount of $100,000 with interest accruing at 10%. The note was convertible after September 23, 2015 and was convertible into the Company’s common stock at a conversion rate of $.45 per share. The market value of the stock at the date when the debt becomes convertible was $1.17. The debt issued is a result of a financing transaction and contain a beneficial conversion feature. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $122,444. The derivative liability associated with this note as of March 31, 2021 was $174,225. On January 1, 2019, due date of this note was extended until January 1, 2020. The lender and the Company are in discussion to extend the maturity terms. (KK) On January 4, 2017, the Company received $150,000 from the issuance of convertible debt. Interest is stated at 8%. The Note and Interest is convertible into common shares at $0.15 per share. . In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 154.71%, trading prices ranging from $0.42 per share to $4.05 per share and a conversion price of $0.15 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $206,707. The derivative liability associated with this note as of March 31, 2021 was $573,156. During 2020, interest of $13,926 was capitalized. (LL) On January 20, 2017, the Company received $600,000 from the issuance of convertible debt. Interest is stated at The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 154.71%, trading prices ranging from $0.42 per share to $4.65 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $824,298. The derivative liability associated with this note as of March 31, 2021 were $2,285,603. During 2020, interest of $55,533 was capitalized. (MM) On January 31, 2017, the Company received $100,000 from the issuance of convertible debt. Interest is stated at 8% The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 154.71%, trading prices ranging from $0.42 per share to $4.65 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $137,096. The derivative liability associated with this note as of March 31, 2021 were $380,143. During 2020 interest of $9,190 was capitalized. (NN) On February 7, 2017, the Company received $500,000 from the issuance of convertible debt. Interest is stated at 8% The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 154.71%, trading prices ranging from $0.42 per share to $4.65 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $684,540. The derivative liability associated with this note as of March 31, 2021 was $1,898,084. During 2020, interest of $46,118 was capitalized. (OO) On February 21, 2017, the Company received $500,000 from the issuance of convertible debt. Interest is stated at 8% The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 154.71%, trading prices ranging from $0.42 per share to $0.30 per share. The balance of the convertible note at March 31, 2021 including accrued interest and net of the discount amounted to $682,692. The derivative liability associated with this note as of March 31, 2021 was $1,892,964. During 2020, interest of $45,993 was capitalized. (PP) On May 11, 2017, the Company received $500,000 from the issuance of convertible debt. Interest is stated at 8% The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.59%, volatility ranging from 84.63% to 141.62%, trading prices ranging from $0.42 per share to $4.05 per share. The balance of the convertible note at March 31, 2021 including accrued interest amounted to $672,269, net of the discount of $1,336. The derivative liability associated with this note as of December 31, 2021 was $1,864,062. During 2020, interest of $45,291 was capitalized. (QQ) On July 17, 2017, the Company received $150,000 from the issuance of convertible debt. Interest is stated at 8% The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.63%, volatility ranging from 84.63% to 141.62%, trading prices ranging from $0.42 per share to $4.05 per share. The balance of the convertible note at March 31, 2021 including accrued interest amounted to $198,910, net of the discount of $481. The derivative liability associated with this note as of March 31, 2021 was $551,537. During 2020, interest of $13,401 was capitalized. (RR) On November 1, 2017, the Company received $500,000 from the issuance of convertible debt. Interest is stated at 8% The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.63%, volatility ranging from 84.63% to 141.62%, trading prices ranging from $0.42 per share to $4.05 per share. The balance of the convertible note at March 31, 2021 including accrued interest amounted to $645,195, net of the discount of $1,959. The derivative liability associated with this note as of March 31, 2021 was $1,788,991. During 2020, interest of $86,804 was capitalized. (SS) On December 21, 2017, the Company received $150,000 from the issuance of convertible debt. Interest is stated at 8% The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.63%, volatility ranging from 84.63% to 141.62%, trading prices ranging from $0.42 per share to $4.05 per share. The balance of the convertible note at March 31, 2021 including accrued interest amounted to $191,725, net of the discount of $614. The derivative liability associated with this note as of March 31, 2021 were $531,614. During 2020, interest of $24,374 was capitalized. (TT) On February 5, 2018, the Company received $300,000 from the issuance of convertible debt. Interest is stated at 8% The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.63%, volatility ranging from 84.63% to 141.62%, trading prices ranging from $0.42 per share to $7.35 per share. The balance of the convertible note at March 31, 2021 including accrued interest amounted to $380,026 , net of the discount of $1,218. The derivative liability associated with this note as of March 31, 2021 was $1,053,732. During 2020, interest of $45,633 was capitalized. (UU) On March 23, 2018, the Company received $150,000 from the issuance of convertible debt. Interest is stated at 8%. The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.63%, volatility ranging from 84.63% to 141.62%, trading prices ranging from $0.42 per share to $2.10 per share. The balance of the convertible note at March 31, 2021 including accrued interest amounted to $188,350, net of the discount of $562. The derivative liability associated with this note as of March 31, 2021 was $522,255. During 2020, interest of $21,304 was capitalized. (VV) On December 21, 2017 the Company received a total of $80,000 from an accredited investor in exchange for a two year note in the aggregate amount of $80,000 with interest accruing at 10% per year. The note is due January 1, 2019 with monthly payments of principal and interest. On January 30, 2018, the accredited investor advanced an additional $20,000. The total $100,000 including $333 of unpaid interest was exchanged for a convertible note (Note VV). Interest is stated at 5%. The Note and Interest is convertible into common shares at $0.15 per share. In January 2021, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.11% to 2.59%, volatility ranging from 84.63% to 141.62%, trading prices ranging from $0.42 per share to $2.10 per share. The balance of the convertible note at March 31, 2021 including accrued interest amounted to $124,774, net of the discount of $2. The derivative liability associated with this note as of March 31, 2021 was $345,967. During 2020, interest of $8,385 was capitalized. (XX) On May 29, 2018, the Company received $100,000 from the issuance of convertible debt. Interest is stated at 8%. The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.63%, volatility from 84.63% to 141.62%, trading prices ranging from $0.42 per share to $2.40 per share. The balance of the convertible note at March 31, 2021 including accrued interest amounted to $123,952, net of the discount of $405. The derivative liability associated with this note as of March 31, 2021 were $343,692. During 2020, interest of $12,734 was capitalized. (YY) On July 18, 2018, the Company received $155,000 from the issuance of convertible debt. Interest is stated at 8%. The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.81%, volatility from 84.63% to 141.62%, trading prices ranging from $0.42 per share to $1.95 per share. The balance of the convertible note at March 31, 2021 including accrued interest amounted to $190,258, net of the discount of $864. The derivative liability associated with this note as of March 31, 2021 was $527,544. During 2020, interest of $18,039 was capitalized. (ZZ) On August 13, 2018, the Company received $150,000 from the issuance of convertible debt. Interest is stated at 8%. The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.16% to 2.81%, volatility from 84.63% to 141.62%, trading prices ranging from $0.42 per share to $1.95 per share. The balance of the convertible note at March 31, 2021 including accrued interest amounted to $183,181, net of the discount of $814. The derivative liability associated with this note as of March 31, 2021 were $507,923. During 2020, interest of $16,603 was capitalized. (AAA) On September 24, 2018, the Company received $95,000 from the issuance of convertible debt. Interest is stated at 8%. The Note and Interest is convertible into common shares at $0.15 per share. In January 2020, the maturity date of the notes had been extended to January 1, 2024. This note has a price adjustment provision. Therefore, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective ter

NON-CONVERTIBLE DEBT

NON-CONVERTIBLE DEBT	3 Months Ended
	Mar. 31, 2021
Notes to Financial Statements
NON-CONVERTIBLE DEBT	NOTE 7 – NON-CONVERTIBLE DEBT March 31, 2021 December 31, 2020 Note 5 9,312 9,312 Total Non-Convertible Debt 9,312 9,312 (5) On September 16, 2016, the Company received a total of $31,661 to be used for equipment in exchange for a two year note in the aggregate amount of $31,661 with interest accruing at 18% per year and a 10% loan fee. The note is default as of March 31, 2021 with an outstanding balance of $9,312. B-Related Party Loan payable - Stockholder, 0%, Due December 31, 2021 (1) $ 250,000 $ 250,000 $ 250,000 $ 250,000 (1) The $250,000 non-convertible note was issued as part of a Debt Modification Agreement dated January 2, 2014. On January 1, 2019, the holder of the note extended the due date until December 31, 2021. The interest rate of the non-convertible note is 0%. The Company used the stated rate of 9% as imputed interest rate, which was $5,486 and $5,625 for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the balance of the debt was $250,000

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
STOCKHOLDERS EQUITY	NOTE 8 – STOCKHOLDERS’ EQUITY The Company has 10,000,000 shares of preferred stock authorized with a par value of $0.001, of which 100,000 shares have been designated as Series C convertible preferred stock (“Series C” or “Series C preferred stock”). The Board has the authority to issue the shares in one or more series and to fix the designations, preferences, powers and other rights, as it deems appropriate. Each share of Series C has 434 votes on any matters submitted to a vote of the stockholders of the Company and is entitled to dividends equal to the dividends of 434 shares of common stock. Each share of Series C preferred stock is convertible at any time at the option of the holder into 434 shares of common stock. The Company has 500,000,000 shares of common stock authorized with a par value of $0.001. Each share of common stock has one vote per share for the election of directors and all other items submitted to a vote of stockholders. The common stock does not have cumulative voting rights, preemptive, redemption or conversion rights. On February 13, 2020, the Company sold a 0.25 subscription unit for $12,500. Each unit consists of 66,667 post-reverse split shares of the Company's common stock; 66,667 one-year class A warrants at an exercise price of $0.12 per Company's post-reverse split share; 66,667 two-year class B warrants at an exercise price of $0.18 per Company's post-reverse split share; and 1,000,000 shares of common stock of Kaya Brands International, Inc, which is a majority-owned subsidiary of the Company. As of December 31, 2020, the shares had not been issued. On July 13, 2020, a total of 533,333 shares of common stock of Kaya Holding Inc. were issued for services performed; 266,667 shares were issued to a non-management consultant and related parties and 266,666 shares were issued to a related party The shares were valued at $264,000. Total of 480,000 shares of common stock has been issued for service performed by employees. The shares were valued at $237,600. On July 20, 2020, total of 683,753 shares of common stock of Kaya Holdings Inc. were issued in satisfaction of 5 promissory notes. The total principal and interest converted were $102,563. There was no gain or loss on conversion as the conversion was done per terms of the note agreement. On October 7, 2020, a total of 66,667 shares of common stock of Kaya Holding Inc. were issued for services performed. The shares were valued at fair value of $26,392 The above issuances reflected a 15 to 1 reverse stock split, which resulted in a total of 14,264,409 outstanding as of December 31, 2020 and 402 rounding shares issued in 2020. On January 22, 2021, the Company sold and issued 50,000 shares of common stock for gross proceeds of $15,000. On March 8, 2021, the Company sold 66,666 shares of common stock for gross proceeds of $20,000 and issued on March 11,2021. On March 5, 2021, total of 41,666 shares of common stock had been issued from stock payable for stock subscripted in 2020.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	3 Months Ended
	Mar. 31, 2021
Notes to Financial Statements
DERIVATIVE LIABILITIES	NOTE 9 DERIVATIVE LIABILITIES Effective January 1, 2019, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. However, due to a recognition of tainting, due to variable conversion price on some of the convertible notes, all convertible notes are considered to have a derivative liability, therefore the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts are amortized to interest expense over the respective term of the related note. In determining the indicated value of the convertible note issued, the Company used the Binomial Options Pricing Model with a risk-free interest rate of ranging from 0.05% to 2.63%, volatility ranging from 84.63% to 243.22%, trading prices ranging from $0.42 per share to $6.15 per share and a conversion price ranging from $0.15 per post-reverse split share to $0.38 per share. As a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt and warrants is summarized as follow: Balance as of December 31, 2020 $ 17,328,904 Initial 590,063 Change in Derivative Values 4,535,437 Conversion of debt-reclass to APIC (0 ) Balance as of March 31, 2021 $ 22,454,404 The Company recorded the debt discount to the extent of the gross proceeds raised and expensed immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. The Company recoded initial derivative liabilities of $590,063 and $90,000 for the new notes issued for three month ended March 31, 2021 and 2020, respectively. The Company recorded derivative liability expense of $380,063 and $28,887 for the three month ended March 31, 2021 and 2020, respectively. The Company recorded a change in the value of embedded derivative liabilities expense of $4,535,437 and $74,770 for the three months ended March 31, 2021 and 2020, respectively.

DEBT DISCOUNT

DEBT DISCOUNT	3 Months Ended
	Mar. 31, 2021
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract]
DEBT DISCOUNT	NOTE 10 – DEBT DISCOUNT The Company recorded the debt discount to the extent of the gross proceeds raised and expensed immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. Debt discount amounted to $561,953 and $422,909 as of March 31, 2021 and 2020, respectively. The Company recorded the amortization of debt discount of $142,977 and $138,776 for the three months ended March 31, 2021 and 2020, respectively.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 11 – RELATED PARTY TRANSACTIONS At December 31, 2014, the Company was indebted to an affiliated shareholder of the Company for $840,955, which consisted of $737,100 principal and $103,895 accrued interest, with interest accruing at 10%. On January 2, 2014, the Company entered into a Debt Modification Agreement whereby the total amount of the debt was reduced to $750,000 and no interest accrued until December 31, 2015. $500,000 of the debt is convertible into 50,000 Series C Convertible Preferred Shares of KAYS. The remaining $250,000 is not convertible. On December 31, 2015, the Company entered into an agreement to extend the debt until December 31, 2017 with no additional interest for the extension period. On January 1, 2018 the Company entered into an agreement to further extend the debt until December 31, 2021 with no additional interest for the extension period. At December 2017, the company was indebted to Craig Frank, Chairman, CEO and Acting CFO for KAYS, in the amount of $7,737 for travel and miscellaneous expenses incurred by Mr. Frank from travel and related activities in Oregon. In each of 2018 and 2019, the Company issued stock grants to Jordi Arimany and Carrie Schwarz for 100,000 shares of KAYS stock for their service as board members. The stock was issued from Treasury as restricted stock and carries a one-year restriction before it can be registered for resale pursuant to Rule 144. In 2018 and 2019, the Company issued stock grants to Craig Frank for 3,000,00 shares of KAYS stock each year, pursuant to his employment agreement via board resolution. Jordi Arimany and Carrie Schwarz for 100,000 shares of KAYS stock. The stock was issued from Treasury as restricted stock and carries a one year restriction before it can be registered for resale pursuant to Rule 144. In August, 2018 KAYS entered into an agreement with Bruce Burwick, (who subsequently joined the Board of Directors and became an affiliate of the Company) to purchase the Eugene, Oregon based Sunstone Farms grow and manufacturing facility, which is licensed by the OLCC for both the production (growing) of medical and recreational marijuana flower and the processing of cannabis concentrates/extracts/edibles. The purchase includes a 12,000 square foot building housing an indoor grow facility, as well as equipment for growing and extraction activity. KAYS paid Bruce Burwick $1,300,000.00 for the real property and schedule of equipment that was and is used to operate the facility. Bruce Burwick acquired the property for satisfaction of a promissory note due him for $1,433,000.00. The purchase price of $1.3 million for the OLCC licensed marijuana production and processing facility, consisting of the building and equipment was paid for by the issuance of 12 million shares of KAYS restricted stock to the seller at closing. The shares carry a lock-up-restriction that allows for their staged eligibility for resale over a 61-month period from the date of the purchase of the facility by KAYS. Additionally, the seller purchased 2.5 million restricted shares for $250,000 in cash in a private transaction with the Company. The proceeds from the sale of those shares were and are being used for acquisition related expenses, transitional operating costs and facility capital improvements with respect to the production and processing facility we purchased. On October 14, 2019 the shareholder submitted a conversion notice and the $500,000 in convertible debt was converted into 50,000 Series C Preferred shares of KAYS stock. The stock was issued from Treasury as restricted stock and carries a minimum of one year restriction before it can be registered for resale pursuant to Rule 144. In 2019, the Company issued a stock grant to Bruce Burwick for 100,000 shares of KAYS stock for his service as a board member. The stock was issued from Treasury as restricted stock and carries a one-year restriction before it can be registered for resale pursuant to Rule 144. In 2019, the Company entered into amended consulting agreements with Tudog International Consulting, Inc. which provides CEO services to the Company through Craig Frank, an Officer of the Company and BMN Consultants, Inc. which provides business development and financial consulting services to the Company through William David Jones, a non-officer Consultant to the Company. Pursuant to the amended consulting agreements, each entity is entitled to a monthly compensation of $25,000. Due to the liquidity of the Company, the compensations were paid partially over the periods. As of March 31, 2021, the accrued compensation was approximately $885,405, whereas, $820,405 was carried over from prior years. As of March 31,2021, the Company also had $18,247 of accounts payable due to Tudog International Consulting, Inc. and BMN Consultants, Inc.

STOCK OPTION PLAN

STOCK OPTION PLAN	3 Months Ended
	Mar. 31, 2021
Other Liabilities Disclosure [Abstract]
STOCK OPTION PLAN	NOTE 12 – STOCK OPTION PLAN In 2011 the Alternative Fuels America, Inc. 2011 Incentive Stock Plan (the “Plan”), which provides for equity incentives to be granted to the Company’s employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2011 Incentive Stock Plan, restricted stock awards, other stock based awards, or any combination of the foregoing. The 2011 Incentive Stock Plan is administered by the board of directors. On July 22, 2020, the Board of Directors approved the issuance of 666,667 shares of stock to recipients of the plan (the shares are to be issued after the 2020 June 30 Quarterly filing is completed). Upon issuance the remaining balance of the shares available in the plan will be 60,333 shares.

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2021
Warrants
WARRANTS	NOTE 13 – WARRANTS On September 8, 2015 the Company received a total of $100,000 from an accredited investor in exchange for a two year note in the aggregate amount of $100,000 with interest accruing at 10%. The note holder is entitled to subscribe for and purchase from the company 210,772 paid and non-assessable post -reverse split shares of the Common Stock at the price of $0.4744455 per post-reverse split share (the “Warrant Exercise Price”) for a period of five (5) years commencing from the earlier of such time as that certain $100,000, 10% promissory note due September 9, 2017 has been fully repaid or the start of the Acceleration Period as defined in “The Note” or September 9, 2017. As of December 31, 2019, the note was paid in full. On September 9, 2015 the Company received a total of $100,000 from an accredited investor in exchange for a two year note in the aggregate amount of $100,000 with interest accruing at 10%. The note holder is entitled to subscribe for and purchase from the company 210,772 paid and non-assessable post-reverse split shares of the Common Stock at the price of $0.4744455 per post-reverse split share (the “Warrant Exercise Price”) for a period of five (5) years commencing from the earlier of such time as that certain $100,000, 10% promissory note due September 9, 2017 has been fully repaid or the start of the Acceleration Period as defined in “The Note” or September 9, 2017. As of December 31, 2019, the note was paid in full. On May 9, 2016 the Company received a total of $75,000 from an accredited investor in exchange for a two year note in the aggregate amount of $75,000 with interest accruing at 10%. The note holder is entitled to subscribe for and purchase from the company 158,079 paid and non-assessable post-reverse split shares of the Common Stock at the price of $0.4744455 per post-reverse split share (the “Warrant Exercise Price”) for a period of five (5) years commencing from the earlier of such time as that certain $75,000, 10% promissory note due May 9, 2018 has been fully repaid or the start of the Acceleration Period as defined in “The Note” or May 9, 2018. As of December 31, 2019, the note was paid in full. On May 17, 2016 the Company received a total of $75,000 from an accredited investor in exchange for a two year note in the aggregate amount of $75,000 with interest accruing at 10%. The note holder is entitled to subscribe for and purchase from the company 158,079 paid and non-assessable shares of the Common Stock at the price of $0.4744455 per share (the “Warrant Exercise Price”) for a period of five (5) years commencing from the earlier of such time as that certain $75,000, 10% promissory note due May 17, 2018 has been fully repaid or the start of the Acceleration Period as defined in “The Note” or May 17, 2018. As of December 31, 2019, the note was paid in full. Warrants issued to Non-Employees Warrants Issued Weighted Average Exercise Price Weighted Average Contract Terms Years Balance as of December 31, 2020 316,158 0.47 0.36 Granted - - - Exercised - - - Expired - - - Balance as of March 31, 2021 316,158 0.47 0.12

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 14 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company has several operating leases for an office and store lease in Fort Lauderdale, Florida and several locations in Oregon under arrangements classified as leases under ASC 842. Effective June 12, 2017, the Company leased the office space in Fort Lauderdale, Florida under a 5-year operating lease expiring June 30, 2022. The lease provides for increases in future minimum annual rental payments based on defined annual increase beginning with monthly payments of $4,017 and culminating in a monthly payment of $4,839. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The lease was terminated on July 3, 2019 and the Company agreed to issue landlord 500,000 shares of common stock as penalty for early termination. Effective June 1, 2019, the Company leased the office space in Fort Lauderdale, Florida under a 2-year operating lease expiring May 31, 2021. The rental payment is $1,802 per month. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. Effective May 15, 2014, the Company leased an unit in Portland, Oregon under a 5-year operating lease expiring May 15, 2019. In May 2019, the lease had been extended to May 15, 2024. The lease provides for increases in future minimum annual rental payments based on defined annual increase beginning with monthly payments of $2,250 and culminating in a monthly payment of $2,632. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The lease is now on a month-to-month basis. Effective June 1, 2015, the Company leased an unit in Salem, Oregon under a 5-year operating lease expiring May 31, 2020. The lease provides for increases in future minimum annual rental payments based on defined annual increase beginning with monthly payments of $3,584 and culminating in a monthly payment of $4,034. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The lease is now on a month-to-month basis. Effective April 15, 2016, the Company leased an unit in Salem, Oregon under a 5-year operating lease expiring April 15, 2021. The lease provides for increases in future minimum annual rental payments based on defined annual increase beginning with monthly payments of $4,367 and culminating in a monthly payment of $4,915. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The lease is now on a month-to-month basis. Effective April 15, 2016, the Company leased an unit in Salem, Oregon under a 5-year operating lease expiring April 15, 2021. The lease provides for increases in future minimum annual rental payments based on defined annual increase beginning with monthly payments of $4,617 and culminating in a monthly payment of $5,196. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The lease is now on a month-to-month basis. The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company used an estimated incremental borrowing rate of 9.32% to estimate the present value of the right of use liability. The Company has right-of-use assets of $301,210 and operating lease liabilities of $370,661 as of March 31, 2021. Operating lease expense for the three months ended March 31, 2021 and 2020 were $62,677 and $49,428, respectively. Due to the closure of 2 stores, the Company evaluated long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Hence, the Company have recorded $87,151 in impairment charges related to right-of-use assets during the years ended December 31, 2020. Maturity of Lease Liabilities at March 31, 2021 Amount 2021 120,207 2022 111,435 2023 99,203 Later years 103,658 Total lease payments 434,503 Less: Imputed interest (63,842 ) Present value of lease liabilities $ 370,661

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 15- Subsequent Events Events that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events, which provide evidence about conditions that existed after the balance sheet date, require disclosure in the accompanying notes. Management evaluated the activity of the Corporation through the date the financial statements were issued, and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates.
Risks and Uncertainties	Risks and Uncertainties The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate success of the product, (ii) competition inherent at other locations where product is expected to be sold (iii) general economic conditions and (iv) the related volatility of prices pertaining to the cost of sales.
Fiscal Year	Fiscal Year The Company’s fiscal year-end is December 31.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of Kaya Holdings, Inc. and all wholly and majority-owned subsidiaries. All significant intercompany balances have been eliminated. Wholly-owned subsidiaries: · Alternative Fuels Americas, Inc. (a Florida corporation) · 34225 Kowitz Road, LLC (an Oregon LLC) Majority-owned subsidiaries: Kaya Brands International, Inc. (a Florida Corporation) Kaya Shalvah (“Kaya Farms Israel”, an Israeli corporation) majority owned subsidia y of KBI) Kaya Farms Greece, S.A. (a Greek Corporation) majority owned subsidiary of KBI) · Marijuana Holdings Americas, Inc. (a Florida corporation) o MJAI Oregon 1 LLC o MJAI Oregon 2 LLC (inactive) o MJAI Oregon 3 LLC (inactive) o MJAI Oregon 4 LLC (inactive) o MJAI Oregon 5 LLC
Non-Controlling Interest	Non-Controlling Interest The company owned 55% of Marijuana Holdings Americas until September 30, 2019. Starting October 1, 2019, Kaya Holding, Inc. owns 65% of Marijuana Holdings Americas, Inc. As of December 31, 2019 Kaya owns 65% of Marijuana Holdings Americas, Inc. The company owned 85% of Kaya Brands International, Inc. until July 31, 2020. Starting August 1, 2020, Kaya Holding, Inc. owns 65% of Kaya Brands International, Inc.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents.
Inventory	Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. Total Value of Finished goods inventory as of March 31, 2021 is $61,980 and $47,618 as of December 31, 2020. Inventory allowance and impairment were $0 and $0 as of March 31, 2021 and December 31, 2020, respectively.
Property and Equipment	Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5-30 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.
Long-lived assets	Long-lived assets The Company reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows.
Accounting for the Impairment of Long-Lived Assets	Accounting for the Impairment of Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets.
Operating Leases	Operating Leases We lease our retail stores under non-cancellable operating leases. Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. We recognize rent expense on a straight-line basis over the lease term, excluding contingent rent, and record the difference between the amount charged to expense and the rent paid as a deferred rent liability.
Deferred Rent and Tenant Allowances	Deferred Rent and Tenant Allowances Deferred rent is recognized when a lease contains fixed rent escalations. We recognize the related rent expense on a straight-line basis starting from the date of possession and record the difference between the recognized rental expense and cash rent payable as deferred rent. Deferred rent also includes tenant allowances received from landlords in accordance with negotiated lease terms. The tenant allowances are amortized as a reduction to rent expense on a straight-line basis over the term of the lease starting at the date of possession.
Earnings Per Share	Earnings Per Share In accordance with ASC 260, Earnings per Share, the Company calculates basic earnings per share by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed if the Company has net income; otherwise it would be anti-dilutive, and would result from the conversion of a convertible note.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. • Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. Fair Value Measurements at March 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 70,786 $ - $ - Total assets 70,786 - - Liabilities Convertible debentures, net of discounts of $561,953 - - 6,924,786 Short term debt, net of discounts of $-0- - - - Derivative liability - - 22,454,404 Total liabilities - - 29,379,190 $ 70,786 $ - $ 29,379,190 Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 43,162 $ - $ - Total assets 43,162 - - Liabilities Convertible debentures, net of discounts of $494,930 - - 6,762,817 Short term debt, net of discounts of $-0- - - - Derivative liability - - 17,328,904 Total liabilities - - 24,091,721 $ 43,162 $ - $ (24,091,721) The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 7.
Embedded Conversion Features	Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Binomial option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In July 2017, the FASB issued ASU 2017-11 Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivative and Hedging (Topic 815). Prior to this Update, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated. For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. The amendments in Part 1 of this Update are a cost savings relative to former accounting. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. The Company adopted this new standard on January 1, 2019; however, the Company needs to continue the derivative liabilities due to variable conversion price on some of the convertible instruments. As such, it did not have a material impact on the Company’s consolidated financial statements.
Beneficial Conversion Feature	Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt.
Debt Issue Costs and Debt Discount	Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Original Issue Discount	Original Issue Discount For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.
Extinguishments of Liabilities	Extinguishments of Liabilities The Company accounts for extinguishments of liabilities in accordance with ASC 860-10 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized.
Stock-Based Compensation - Employees	Stock-Based Compensation - Employees The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Company’s most recent private placement memorandum (based on sales to third parties) (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial Option Model option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. • Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. • Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. • Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations.
Stock-Based Compensation - Non Employees	Stock-Based Compensation – Non-Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation: Improvement to Nonemployee Share-Based Payment Accounting (Topic 718). The ASU supersedes ASC 505-50, Equity-Based Payment to Non-Employment and expends the scope of the Topic 718 to include stock-based payments granted to non-employees. Under the new guidance, the measurement date and performance and vesting conditions for stock-based payments to non-employees are aligned with those of employees, most notably aligning the award measurement date with the grant date of an award. The new guidance is required to be adopted using the modified retrospective transition approach. The Company adopted the new guidance effective January 1, 2019, with an immaterial impact on its financial statements and related disclosures. The fair value of share options and similar instruments is estimated on the date of grant using a Binomial option-pricing valuation model. The ranges of assumptions for inputs are as follows: • Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. • Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. • Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. • Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.
Revenue Recognition	Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 – Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identifying the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. To confirm, all of our OLCC licensed cannabis retail sales operations are conducted and operated on a “cash and carry” basis- product(s) from our inventory accounts are sold to the customer(s) and the customer settles the account at time of receipt of product via cash payment at our retail store; the transaction is recorded at the time of sale in our point of sale software system. Revenue is only reported after product has been delivered to the customer and the customer has paid for the product with cash. To date the only other revenue we have received is for ATM transactions and revenue from this activity is only reported after we receive payment via check from the ATM service provider company.
Cost of Sales	Cost of Sales Cost of sales represents costs directly related to the purchase of goods and third party testing of the Company’s products.
Related Parties	Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Contingencies	Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows.
Uncertain Tax Positions	Uncertain Tax Positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting period ended March 31, 2021.
Subsequent Events	Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). On adoption, the Company recognized a right of use asset of $638,593, operating lease liabilities of $638,593, based on the present value of the remaining minimum rental payments under current leasing standards for its existing operating lease. The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize ROU assets or lease liabilities. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718)”: Improvements to Nonemployee Share-Based Payment Accounting. This ASU was issued to expend the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Previously, these awards were recorded at the fair value of consideration received or the fair value of the equity instruments issued and were measured at the earlier of the commitment date of the date performance was completed. The amendments in this ASU require nonemployee share-based payment awards to be measured at the grant-date fair value of the equity instrument. ASU 2018-07 was effective for fiscal years, including interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASU 2018-07 effective on October 1, 2019 and it did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).” This standard modifies disclosure requirements related to fair value measurement and is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. The standard also allows for early adoption of any removed or modified disclosures upon issuance while delaying adoption of the additional disclosures until their effective date. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)”. This standard simplifies the accounting for income taxes. This standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)”

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES AND BASIS OF PRESENTATION -Fair Value of Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2021
Summary Of Significant Accounting Polices And Basis Of Presentation -fair Value Of Financial Instruments
Schedule of fair value of financial instruments	Fair Value Measurements at March 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 70,786 $ - $ - Total assets 70,786 - - Liabilities Convertible debentures, net of discounts of $561,953 - - 6,924,786 Short term debt, net of discounts of $-0- - - - Derivative liability - - 22,454,404 Total liabilities - - 29,379,190 $ 70,786 $ - $ 29,379,190 Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 43,162 $ - $ - Total assets 43,162 - - Liabilities Convertible debentures, net of discounts of $494,930 - - 6,762,817 Short term debt, net of discounts of $-0- - - - Derivative liability - - 17,328,904 Total liabilities - - 24,091,721 $ 43,162 $ - $ (24,091,721)

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2021
Property Plant And Equipment
Schedule of property, plant and equipment	Property, plant and equipment consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (Unaudited) (Audited) ATM Machine $ 5,600 $ 5,600 Computer 18,990 18,990 Furniture & Fixtures 43,466 43,466 HVAC 41,768 41,768 Land 697,420 697,420 Leasehold Improvements 142,979 142,979 Machinery and Equipment 312,331 312,331 Sign 12,758 12,758 Structural 1,017,359 1,017,359 Vehicle 79,744 79,744 Total 2,372,415 2,372,415 Less: Accumulated Depreciation (577,731) (547,469) Property, Plant and Equipment - net $ 1,794,684 $ 1,824,946

NON-CURRENT ASSETS (Tables)

NON-CURRENT ASSETS (Tables)	3 Months Ended
	Mar. 31, 2021
Non-current Assets
Schedule of non current assets	Other assets consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 (Unaudited) December 31, 2020 (Audited) Rent Deposits $ 11,016 $ 11,016 Security Deposits 5,491 5,491 Non-Current Assets $ 16,507 $ 16,507

CONVERTIBLE DEBT (Tables)

CONVERTIBLE DEBT (Tables)	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Convertible Debt	Convertible Debt Summary Debt Type Debt Classification Interest Rate Due Date Ending CT LT 3/31/2021 12/31/2020 A Convertible X 10.0% 1-Jan-17 25,000 $ 25,000 B Convertible X 8.0% 1-Jan-24 82,391 82,391 C Convertible X 8.0% 1-Jan-24 41,195 41,195 D Convertible X 8.0% 1-Jan-24 262,156 262,156 O Convertible X 8.0% 1-Jan-24 136,902 136,902 P Convertible X 8.0% 1-Jan-24 66,173 66,173 Q Convertible X 8.0% 1-Jan-24 65,274 65,274 S Convertible X 8.0% 1-Jan-24 63,205 63,205 T Convertible X 8.0% 1-Jan-24 313,634 313,634 BB Convertible X 10.0% 1-Jan-20 50,000 50,000 CC Convertible X 10.0% 1-Jan-20 100,000 100,000 KK Convertible X 8.0% 1-Jan-24 188,000 188,000 LL Convertible X 8.0% 1-Jan-24 749,697 749,697 MM Convertible X 8.0% 1-Jan-24 124,690 124,690 NN Convertible X 8.0% 1-Jan-24 622,588 622,588 OO Convertible X 8.0% 1-Jan-24 620,908 620,908 PP Convertible X 8.0% 1-Jan-24 611,428 611,428 QQ Convertible X 8.0% 1-Jan-24 180,909 180,909 RR Convertible X 8.0% 1-Jan-24 586,804 586,804 SS Convertible X 8.0% 1-Jan-24 174,374 174,374 TT Convertible X 8.0% 1-Jan-24 345,633 345,633 UU Convertible X 8.0% 1-Jan-24 171,304 171,304 VV Convertible X 8.0% 1-Jan-24 121,727 113,322 XX Convertible X 8.0% 1-Jan-24 112,734 112,734 YY Convertible X 8.0% 1-Jan-24 173,039 173,039 ZZ Convertible X 8.0% 1-Jan-24 166,603 166,603 AAA Convertible X 8.0% 1-Jan-24 104,641 104,641 BBB Convertible X 8.0% 1-Jan-24 87,066 87,066 CCC Convertible X 8.0% 1-Jan-24 29,055 25,000 DDD Convertible X 8.0% 1-Jan-24 75,262 75,262 EEE Convertible X 8.0% 1-Jan-24 160,619 160,619 GGG Convertible X 8.0% 1-Jan-24 79,422 79,422 HHH Convertible X 8.0% 1-Jan-24 39,741 35,000 JJJ Convertible X 8.0% 1-Jan-24 52,455 52,455 LLL Convertible X 8.0% 1-Jan-24 77,992 77,992 MMM Convertible X 8.0% 1-Jan-24 51,348 51,348 PPP Convertible X 8.0% 1-Jan-24 95,979 95,979 RRR Convertible X 8.0% 1-Jan-24 16,177 15,000 SSS Convertible X 8.0% 1-Jan-24 75,000 75,000 TTT Convertible X 8.0% 1-Jan-24 80,000 80,000 UUU Convertible X 8.0% 1-Jan-24 20,614 20,000 VVV Convertible X 8.0% 1-Jan-24 75,000 75,000 WWW Convertible X 8.0% 1-Jan-24 60,000 - XXX Convertible X 8.0% 1-Jan-24 100,000 - YYY Convertible X 8.0% 1-Jan-24 50,000 - Total Convertible Debt 7,486,739 7,257,747 Less: Discount (561,953) (494,930) Convertible Debt, Net of Discounts $ 6,924,786 $ 6,762,817 Convertible Debt, Net of Discounts, Current $ 175,000 $ 363,243 Convertible Debt, Net of Discounts, Long-term $ 6,749,786 $ 6,399,574 Principal balance $ 25,000 Accrued interest 29,326 Balance maturing for the period ending: March 31, 2021 $ 54,326

NON-CONVERTIBLE DEBT (Tables)

NON-CONVERTIBLE DEBT (Tables)	3 Months Ended
	Mar. 31, 2021
Non-convertible Debt
Non-related party	March 31, 2021 December 31, 2020 Note 5 9,312 9,312 Total Non-Convertible Debt 9,312 9,312
Related Party	B-Related Party Loan payable - Stockholder, 0%, Due December 31, 2021 (1) $ 250,000 $ 250,000 $ 250,000 $ 250,000

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2021
Derivative Liabilities Tables
Derivative liabilities	As a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt and warrants is summarized as follow: Balance as of December 31, 2020 $ 17,328,904 Initial 590,063 Change in Derivative Values 4,535,437 Conversion of debt-reclass to APIC (0 ) Balance as of March 31, 2021 $ 22,454,404

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2021
Warrants Tables Abstract
Schedule of warrants	Warrants issued to Non-Employees Warrants Issued Weighted Average Exercise Price Weighted Average Contract Terms Years Balance as of December 31, 2020 316,158 0.47 0.36 Granted - - - Exercised - - - Expired - - - Balance as of March 31, 2021 316,158 0.47 0.12

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2021
Commitments And Contingencies Tables Abstract
Schedule of commitments and contingencies	Maturity of Lease Liabilities at March 31, 2021 Amount 2021 120,207 2022 111,435 2023 99,203 Later years 103,658 Total lease payments 434,503 Less: Imputed interest (63,842 ) Present value of lease liabilities $ 370,661

LIQUIDITY AND GOING CONCERN (De

LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net income (loss)	$ (5,520,208)	$ (657,767)	$ (12,297,222)
Working Capital Deficiency	$ 25,551,438

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES AND BASIS OF PRESENTATION -Fair Value of Financial Instruments (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Assets
Cash	$ 70,786	$ 43,162	$ 68,865	$ 86,967
Convertible debentures, net of discounts	6,924,786	6,762,817
Derivative liability	22,454,404	17,328,904
Total Liabilities	32,688,082	27,224,905
Fair Value, Inputs, Level 1
Assets
Cash	70,786	43,162
Total Assets	70,786	43,162
Convertible debentures, net of discounts
Short term debt, net of discounts
Derivative liability
Total Liabilities	70,786	43,162
Fair Value, Inputs, Level 2
Assets
Cash
Total Assets
Convertible debentures, net of discounts
Short term debt, net of discounts
Derivative liability
Total Liabilities
Fair Value, Inputs, Level 3
Assets
Cash
Total Assets
Convertible debentures, net of discounts	6,924,786	6,762,817
Short term debt, net of discounts
Derivative liability	22,454,404	17,328,904
Total Liabilities	$ 29,379,190	$ 24,091,721

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Property Plant And Equipment Details Abstract
ATM Machine	$ 5,600	$ 5,600
Computer	18,990	18,990
Furniture & Fixtures	43,466	43,466
HVAC	41,768	41,768
Land	697,420	697,420
Leasehold Improvements	142,979	142,979
Machinery and Equipment	312,331	312,331
Sign	12,758	12,758
Structural	1,017,359	1,017,359
Vehicle	79,744	79,744
Total	2,372,415	2,372,415
Less: Accumulated Depreciation	(577,731)	(547,469)
Property, Plant and Equipment - net	$ 1,794,684	$ 1,824,946

NON-CURRENT ASSETS (Details)

NON-CURRENT ASSETS (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Warrants Details
Rent Deposits	$ 11,016	$ 11,016
Security Deposits	5,491	5,491
Non-Current Assets	$ 16,507	$ 16,507

CONVERTIBLE DEBT - Convertible

CONVERTIBLE DEBT - Convertible Debt (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Common stock issued for cash not issued
Current Convertible Debt	$ 6,924,786	$ 6,762,817
Long-Term Convertible Debt	175,000	363,243
Total Convertible Debt, Net of Discounts	$ 6,749,786	$ 6,399,574

CONVERTIBLE DEBT - Convertibl_2

CONVERTIBLE DEBT - Convertible Debt Summary (Details)	Mar. 31, 2021USD ($)
Debt Disclosure [Abstract]
Principal balance	$ 25,000
Accrued interest	29,326
Balance maturing	$ 54,326

NON-CONVERTIBLE DEBT (Details)

NON-CONVERTIBLE DEBT (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Non-related party	$ 9,312	$ 9,312
Note Payable 5
Non-related party	$ 9,312	$ 9,312

NOTES PAYABLE - Related party (

NOTES PAYABLE - Related party (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Notes Payable - Related Party Details
Loan payable - related party , Due December 31, 2021	$ 250,000	$ 250,000

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details)	Mar. 31, 2021USD ($)
Derivative Liabilities Details
Balance as of December 31, 2020	$ 17,328,904
Initial	590,063
Change in Derivative Values	4,535,437
Conversion of debt-reclass to APIC	0
Balance as of March 31, 2021	$ 22,454,404

WARRANTS (Details)

WARRANTS (Details)	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Warrants Details Abstract
Number of Warrants Outstanding, Beginning | shares	316,158
Number of Warrants Outstanding, Ending | shares	316,158
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning | $ / shares	$ 0.47
Weighted Average Exercise Price, Ending | $ / shares	$ 0.47
Weighted Average Contract Term Years	1 month 13 days

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details)	Mar. 31, 2021USD ($)
Commitments And Contingencies
2021	$ 120,207
2022	111,435
2023	99,203
Later years	103,658
Total lease payments	434,503
Less: Imputed interest	(63,842)
Present value of lease liabilities	$ 370,661