Kaya (KAYS) 10-Q 20 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 20, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	333-177532
Entity Registrant Name	KAYA HOLDINGS, INC
Entity Central Index Key	0001530746
Entity Tax Identification Number	90-0898007
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	915 Middle River Drive
Entity Address, Address Line Two	Suite 316
Entity Address, City or Town	Ft. Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33304
City Area Code	(954)
Local Phone Number	892-6911
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding		22,172,835

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and equivalents	$ 60,268	$ 18,330
Inventory	13,256	11,990
Prepaid expenses	49,761	28,158
Total current assets	123,285	58,478
NON-CURRENT ASSETS:
Right-of-use asset - operating lease	19,361	182,604
Assets for sale		516,076
Property and equipment, net of accumulated depreciation of $217,735 and $358,396 as of September 30, 2023 and December 31, 2022, respectively	26,785	36,720
Investment in subsidiaries	21,114	22,188
Other Assets	40,005	27,175
Total non-current assets	107,265	784,763
Total assets	230,550	843,241
CURRENT LIABILITIES:
Accounts payable and accrued expense	601,154	961,396
Accounts payable and accrued expense-related parties	417,777	273,190
Accrued interest	2,193	1,759,669
Right-of-use liability - operating lease	21,041	93,067
Taxable Payable	880,062	876,017
Convertible notes payable, net of discount of $0 and $54,707	25,000	240,293
Notes payable	109,312	9,312
Derivative liabilities	3,523,317	6,204,878
Total current liabilities	7,771,028	10,417,822
NON-CURRENT LIABILITIES:
Notes payable	355,000
Notes payable-related party	250,000	250,000
Convertible notes payable, net of discount of $69,499 and $333,107	7,342,653	7,179,045
Accrued expense-related parties	500,000	500,000
Right-of-use liability - operating lease		100,115
Total non-current liabilities	8,447,653	8,029,160
Total liabilities	16,218,681	18,446,982
STOCKHOLDERS' DEFICIT:
Common stock , par value $.001;  500,000,000 shares authorized; 0 shares and 22,172,835 shares issued as of September 30, 2023  and 22,172,835 shares outstanding as of December 31, 2022 , respectively	22,173	22,173
Subscriptions payable	163,630	163,630
Additional paid in capital	22,478,395	22,277,612
Accumulated deficit	(36,703,944)	(38,071,960)
Accumulated other comprehensive income (loss)	(14,538)	(11,027)
Total stockholders' deficit attributable to parent company	(14,054,284)	(15,619,572)
Non-controlling interest	(1,933,847)	(1,984,169)
Total stockholders' deficit	(15,988,131)	(17,603,741)
Total liabilities and stockholders' deficit	230,550	843,241
Series C Preferred Stock [Member]
STOCKHOLDERS' DEFICIT:
Convertible preferred stock, Series D, par value $.0001; 10,000,000 shares authorized; 40 and 40 issued and outstanding at September 30, 2023 and December 31, 2021, respectively
Series D Preferred Stock [Member]
STOCKHOLDERS' DEFICIT:
Convertible preferred stock, Series D, par value $.0001; 10,000,000 shares authorized; 40 and 40 issued and outstanding at September 30, 2023 and December 31, 2021, respectively

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property and equipment, net of accumulated depreciation	$ 217,735	$ 358,396
Convertible notes payable net of discount current	0	54,707
Convertible notes payable, net of discount non current	$ 69,499	$ 333,107
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	22,172,835	22,172,835
Common Stock, Shares, Outstanding	22,172,835	22,172,835
Series C Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	100,000
Preferred Stock, Shares Outstanding	0	100,000
Series D Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	40	40
Preferred Stock, Shares Outstanding	40	40

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net sales	$ 59,011	$ 172,968	$ 162,372	$ 556,818
Cost of sales	22,088	59,771	58,402	182,369
Gross profit	36,923	113,197	103,970	374,449
Operating expenses:
Professional fees	170,405	182,140	563,670	565,529
Salaries and wages	44,732	94,176	140,871	296,327
General and administrative	97,916	106,745	324,750	380,920
Total operating expenses	313,053	383,061	1,029,291	1,242,776
Operating loss	(276,130)	(269,864)	(925,321)	(868,327)
Interest expense	(165,774)	(158,880)	(484,106)	(466,319)
Amortization of debt discount	(68,762)	(6,613)	(318,315)	(163,817)
Gain on lease extingueshment	219,006		151,082
Gain on disposal		17,177	384,429	17,177
Change in derivative liabilities expense	2,302,249	(6,994,461)	2,535,936	(3,904,639)
Other income
Total other income (expense)	2,377,142	(7,142,777)	2,360,949	(4,517,598)
Net income (loss) from continuing operations before income taxes	2,101,012	(7,412,641)	1,435,628	(5,385,925)
Provision for Income Taxes	(5,270)	(22,535)	(19,109)	(77,398)
Net income (loss)	2,095,742	(7,435,176)	1,416,519	(5,463,323)
Net Income (loss) attributed to non-controlling interest	62,117	(20,279)	48,503	(78,114)
Net income (loss) attributed to Kaya Holdings, Inc.	$ 2,033,625	$ (7,414,897)	$ 1,368,016	$ (5,385,209)
Basic net income (loss) per common share	$ 0.09	$ (0.50)	$ 0.06	$ (0.37)
Weighted average number of common shares outstanding - Basic	22,172,835	14,722,835	22,172,835	14,722,835
Diluted net income (loss) per common share	$ 0	$ 0	$ 0.01	$ (0.37)
Weighted average number of common shares outstanding - Diluted	143,718,093	14,722,835	143,718,093	14,722,835

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net income (loss)	$ 2,033,625	$ (7,414,897)	$ 1,368,016	$ (5,385,209)
Foreign currency adjustments	(2,655)	(6,162)	(1,692)	(17,900)
Comprehensive income (loss)	2,030,970	(7,421,059)	1,366,324	(5,403,109)
Other comprehensive income (expense)
Net loss attirbuted to non-controlling interest	62,117	(20,279)	48,503	(78,114)
Comprehensive income (loss) attributable to Kaya Holdings	$ 1,968,853	$ (7,400,780)	$ 1,317,821	$ (5,324,995)

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Cashflows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
OPERATING ACTIVITIES:
Net income (loss)	$ 1,368,016	$ (5,385,209)
Adjustments to reconcile net income / loss to net cash used in operating activities:
Adjustment to non-controlling interest	48,503	(78,114)
Depreciation	9,935	17,836
Imputed interest	16,829	16,829
Loss (gain) on lease extingushment	(151,082)
Change in derivative liabilities	(2,535,936)	3,904,639
Amortization of debt discount	318,315	163,817
Loss(gain) on debt forgiveness	(91,923)
Gain on disposal of fixed assets	(384,429)	(17,177)
Changes in operating assets and liabilities:
Prepaid expense	(33,963)
Inventory	(2,145)	22,770
Right-of-use asset	45,499	71,828
Deposit	(12,925)
Other assets		(14,679)
Accrued interest	433,696	449,490
Accounts payable and accrued expenses	14,617	53,272
Accounts payable and accrued expenses - Related Parties	144,587	121,995
Right-of-use liabilities	(47,322)	(87,546)
Deferred tax liabilities	4,045	77,398
Net cash used in operating activities	(855,683)	(682,851)
INVESTING ACTIVITIES:
Proceeds from sales of fixed assets	693,959	17,177
Proceeds from sales of Business License	193,900
Cash paid for impairment of right-of-use asset	(75,000)
Net cash provided by investing activities	812,859	17,177
FINANCING ACTIVITIES:
Proceeds from convertible debt	455,000	150,000
Payments on convertible debt	(370,000)
Net cash provided by financing activities	85,000	150,000
NET INCREASE (DECREASE) IN CASH	42,176	(515,674)
Effects of currency translation on cash and cash equivalents	(238)	(9,897)
CASH BEGINNING BALANCE	18,330	565,979
CASH ENDING BALANCE	60,268	40,408
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	28,582
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING    AND FINANCING ACTIVITIES:
Settlement of derivative liabilities	145,625
Adoption of lease standard ASC 842		23,738
Initial derivative liability on convertible note payable		$ 110,133
Release of related party accruals and payable	$ 38,329

Consolidated Statements of Stoc

Consolidated Statements of Stockholders Deficit (Unaudited) - USD ($)	Series C Preferred Stock [Member]	Series D Preferred Stock [Member]	Common Stock [Member]	Subscription Payable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 2021			$ 14,723	$ 163,630	$ 21,735,185	$ (34,495,346)	$ (3,719)	$ (1,822,378)	$ (14,407,905)
Shares, Outstanding, Beginning Balance at Dec. 31, 2021		40	14,722,835
Imputed interest					11,158				11,158
Settlement of related party accrued compensation					52				52
Translation Adjustment							(5,969)	(5,769)	(11,738)
Net Income						2,029,688		(57,835)	1,971,853
Ending balance, value at Jun. 30, 2022			$ 14,723	163,630	21,746,395	(32,465,658)	(9,688)	(1,885,982)	(12,436,580)
Shares, Outstanding, Ending Balance at Jun. 30, 2022		40	14,722,835
Imputed interest					5,671				5,671
Translation Adjustment							(3,212)	(2,950)	(6,162)
Net Income						(7,414,897)		(20,279)	(7,435,176)
Ending balance, value at Sep. 30, 2022			$ 14,723	163,630	21,752,066	(39,880,555)	(12,900)	(1,909,211)	(19,872,247)
Shares, Outstanding, Ending Balance at Sep. 30, 2022		40	14,722,835
Beginning balance, value at Dec. 31, 2022			$ 22,173	163,630	22,277,612	(38,071,960)	(11,027)	(1,984,169)	(17,603,741)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022		40	22,172,835
Imputed interest					11,158				11,158
Translation Adjustment							(1,502)	2,465	963
Net Income						(665,609)		(13,614)	(679,223)
Settlement of derivative liabilities to additional paid in capital					145,625				145,625
Ending balance, value at Jun. 30, 2023			$ 22,173	163,630	22,434,395	(38,737,569)	(12,529)	(1,995,318)	(18,125,218)
Shares, Outstanding, Ending Balance at Jun. 30, 2023		40	22,172,835
Beginning balance, value at Dec. 31, 2022			$ 22,173	163,630	22,277,612	(38,071,960)	(11,027)	(1,984,169)	(17,603,741)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022		40	22,172,835
Release of related party accruals and payable									38,329
Ending balance, value at Sep. 30, 2023			$ 22,173	163,630	22,478,395	(36,703,944)	(14,538)	(1,933,847)	(15,988,131)
Beginning balance, value at Jun. 30, 2023			$ 22,173	163,630	22,434,395	(38,737,569)	(12,529)	(1,995,318)	(18,125,218)
Shares, Outstanding, Beginning Balance at Jun. 30, 2023		40	22,172,835
Imputed interest					5,671				5,671
Translation Adjustment							(2,009)	(646)	(2,655)
Net Income						2,033,625		62,117	2,095,742
Release of related party accruals and payable					38,329				38,329
Ending balance, value at Sep. 30, 2023			$ 22,173	$ 163,630	$ 22,478,395	$ (36,703,944)	$ (14,538)	$ (1,933,847)	$ (15,988,131)

ORGANIZATION AND NATURE OF THE

ORGANIZATION AND NATURE OF THE BUSINESS	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [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: Marijuana Holdings Americas, Inc., a Florida corporation (“MJAI”), which is majority-owned and was formed on March 27, 2014 to maintain ownership of the Company’s Oregon based cannabis operations, 34225 Kowitz Road, LLC, a wholly-owned Oregon limited liability company which held ownership of the Company’s 26 acre property in Lebanon, Oregon (inactive since Feb 28, 2023 when the subject property was sold), Kaya Brand International, Inc., a Florida Corporation (“KBI”) which is majority-owned and was formed on October 14, 2019 to expand the business overseas (active) and Fifth Dimension Therapeutics, Inc., a Florida corporation which is majority owned (“FTD”) and was formed on December 13, 2022 to develop and maintain ownership of the Company’s planned Psychedelic Clinics targeting Psilocybin and Ketamine Treatments. 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 (active), MJAI Oregon 2 LLC (inactive), MJAI Oregon 3 LLC (inactive) , MJAI Oregon 4 LLC (inactive) and MJAI Oregon 5 LLC (inactive). MJAI Oregon 1 LLC is the entity that holds the licenses for the Company’s retail store operations. MJAI Oregon 5 LLC is the entity that held the license application for the Company’s 26 acre farm property in Lebanon Oregon (property sold 2/28/23, inactive since that date). 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. Fifth Dimension Therapeutics, Inc. (FTD) is the entity that was formed to hold interests in Psilocybin and Ketamine treatment facilities, with operations initially targeted for Oregon and Florida. 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, 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 growing and processing operations. On July 3, 2014 opened its first Kaya Shack™ MMD in Portland, Oregon. Between April of 2014 and December 31, 2022, KAYS owned and operated four (4) Kaya Shack™ retail cannabis medical and recreational dispensaries, three (3) Medical Marijuana Grow sites licensed by the OHA and two (2) Recreational Marijuana grow sites licensed by the OLCC (all in Oregon). The statuses of these operations are as follows: The first Kaya Shack™ (Kaya Shack™ Store 1) opened in 2014 still maintains operations in Portland, Oregon at the same address as an Oregon Liquor and Cannabis Commission (OLCC) licensed medical and recreational marijuana retailer. Kaya Shack™ Store 2 was closed in December, 2022 as part of a sale and surrender agreement that the Company entered into with the OLCC to resolve an Administrative Action filed by the OLCC (as previously disclosed in the Company’s Annual Report on form 10-K for the period ending December 31, 2021 filed on April 18, 2022 and in the Company’s Quarterly report for the period ending March 31, 2022 filed on May 16, 2022). Per the terms of the agreement the Company agreed to either enter into a purchase and sale agreement for its retail license in South Salem by February 1, 2023 (the renewal date) or surrender the license. Since the time of the agreement the Company has entered into an asset purchase agreement for the sale of its receipt of approval from the Oregon Liquor Control and Cannabis Commission for the new licensee. On April 21, 2023 the Company concluded the sale of its Kaya Shack™ Store 2 Retail Cannabis Store (“Store 2”) for $210,000, less a 6% closing commission and minor closing expenses. After these expenses and paying $75,000 to resolve three non-performing store leases in South Oregon, the Company netted $118,900. The net book value of the assets as of December 31, 2022 was $0 and revenue for the year ended December 31, 2022 was approximately $410,880. Kaya Shack™ Store 3 and Kaya Shack™ Store 4 were both closed due to consolidation moves by the Company in 2020 and 2021, respectively, and the Company let the licenses lapse. The three (3) Medical Marijuana Grows owned and operated by the Company through Oregon Health Authority (OHA) Licensure between 2015 and 2017 were all closed by the Company due to changing market conditions as OLCC Licensure of recreational marijuana came about and medical grow sites became economically unfeasible. In August of 2017, the Company purchased a 26-acre parcel in Lebanon, Linn County, Oregon for $510,000 on which we intended to construct a Greenhouse Grow and Production Facility (the “ Property CVC Agreement CVC Notes Advances On August 18, 2018, the Company purchased the assets of Eugene, Oregon based Sunstone Farms which was licensed by the OLCC for cannabis production and processing. 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, and the seller also 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. In mid-April, 2019 the OLCC filed an administrative proceeding proposing that the facility’s licenses (the “ Licenses On September 26, 2019, the Company formed the majority owned subsidiary Kaya Brands International, Inc. (“KBI”) to serve as the Company’s vehicle for expansion into worldwide cannabis markets. Between September of 2019 and December 31, 2022 KBI has formed majority-owned subsidiaries in both Greece and Israel and its local operating subsidiaries have acquired interests in various licenses and entities as noted below: On June 7, 2020, Kaya Shalvah (“Kaya Farms Israel” or “KFI”), a majority owned subsidiary of KBI) was incorporated by the Company’s Israel Counsel. On March 30, 2021 the Company confirmed that its Israeli subsidiary, Kaya Shalvah has been awarded its initial license and permit from the "YAKAR", the Department for Medical Cannabis in the Israeli Ministry of Health, to develop an Israeli cannabis cultivation and processing facility. This initial license and permit grants Kaya Shalvah permission to proceed with its plans to develop commercial scale cannabis cultivation and processing in Israel. The license and permit are in good order and can be assigned to a location for development and licensure pending approval from the Yakar. On November 27, 2020, Kaya Farms Greece, S.A. (“KFG”, a majority owned subsidiary of KBI) was incorporated by the Company’s Greek Counsel. On December 31, 2020, the Company entered into a joint venture agreement with Greekkannabis, PC (“GKC”, an Athens, Greece based cannabis company) and executed a formal agreement to acquire 50% of GKC which was completed in 2021. GKC has been issued two (2) Installation Licenses for construction of two medical cannabis cultivation and processing projects in Greece- one in Epidaurus, Greece and the other in Thebes, Greece. Neither of the subject properties are currently owned or optioned by GKC or its operating subsidiaries, but the land for the potential project in Epidaurus is owned by one of the Greek Partner’s families and the Land in Thibes is currently available for purchase or option and the Company believes it could acquire either of the Properties once funding and market conditions allow. Alternatively, both licenses are in good order, and can be transferred to a new location pending Greek Government approval. On December 13, 2022, the Company formed Fifth Dimension Therapeutics ™ On January 3, 2023 the Oregon Health Authority (the “OHA”) began to accept license applications, allowing each entity to own and operate one (1) Psilocybin manufacturing and processing facility for the production of Psilocybin Mushrooms and derived therapeutics (“Psilocybins”), and up to five (5) Psilocybin Facilitation Centers where clients would go to ingest Psilocybins and experience effects under the supervision of State Licensed Facilitators. The OHA also launched Oregon’s medical cannabis program in 2014, giving KAYS critical experience in comprehending and complying with OHA mandates. The psilocybin opportunity is a logical extension for Kaya Holdings. The purpose, customer, regulations, and operations, as well as our familiarity with Oregon regulators, are synergistic with our current mission, and can be leveraged within our current operational infrastructure. We anticipate being able to respond to market demand rapidly, upon licensing. The licenses to be issued in Oregon will be the first ever State Legal Licensing of Psilocybin Manufacturing and Treatment Centers, and KAYS is positioned to be a first mover due to its operating history in Oregon. The Company has begun the process of enrolling staff that qualify for the licensing into the training programs that have been approved for state certification and is in process of identifying a site for Psilocybin Manufacturing and Processing and up to five (5) sites to open and operate Psilocybin Facilitation Centers, subject to financing and final regulatory approval. On January 25, 2023 the Company confirmed that attorney Glenn E.J. Murphy was welcomed as a founding member to the FDT Board of Directors. Glenn will assist FDT with introductions to pharmaceutical companies seeking data and access to psychedelic patients, as well as advising on the development of intellectual property, structure of potential joint ventures, funding opportunities, acquisitions, and other related endeavors. Glenn has twenty-five years of private and corporate practice, including ten years in-house with the Henkel Group and more than fifteen years in private practice, Glenn's experience has touched on most every aspect of intellectual property practice. On March 13, 2023, Bryan Arnold (one of KAYS Vice Presidents and its longest serving Oregon Employee) completed his OHA Certified Psilocybin Education through the Changra Institute and became one of the first eighteen graduates to obtain Psilocybin Facilitator certification in the State of Oregon. Bryan’s Facilitation License application has been approved by the OHA, and he now may oversee up to five (5) Psilocybin Treatment Facilities and up to one (1) Psilocybin Production Facility. Additionally, the Company expects to enroll additional potential licensee candidates within the coming months to bolster its ranks of OHA Licensed Psilocybin Facilitators as it moves forward with plans to open its first Psilocybin Clinic, subject to completion of financing and regulatory approvals. On November 14, 2023 the Company filed a license application with the Oregon Department of Health (the “ OHA psilocybin treatment center On February 15, 2023 KAYS reached an agreement in principle with Florida-based Total Holistic Center™ ("Total Holistic") to assist FDT with the development of its ketamine treatment model as a first step in the launch of its planned Fifth Dimension Therapeutics Mind Care Clinics and Telehealth Services. The Company has not yet proceeded with any further work to open ketamine clinics as it instead elected to concentrate on opening a Psilocybin Treatment Service Center in Portland, Oregon.

LIQUIDITY AND GOING CONCERN

LIQUIDITY AND GOING CONCERN	9 Months Ended
	Sep. 30, 2023
Liquidity And Going Concern
LIQUIDITY AND GOING CONCERN	NOTE 2 – LIQUIDITY AND GOING CONCERN The Company’s consolidated financial statements as of September 30, 2023 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 had net income of $ 1,368,016 for the nine months ended September 30, 2023 and net loss of $ 5,385,209 for the nine months ended September 30, 2022. The increase in net income is due to the changes in derivative liabilities, as well as the company’s gain on disposal. At September 30, 2023 the Company has a working capital deficiency of $ 7,647,743 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 ensure 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 POLICIES AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. GAAP 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 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 subsidiary 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 (inactive) 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 September 30, 2023, 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. The Company owns 65% of Fifth Dimension Therapeutics, 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 September 30, 2023 is $ 13,256 11,990 0 0 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. Assets Held for Sale The Company classifies an asset group (‘asset’) as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in general and administrative expenses in the period in which the held for sale criteria are met. Conversely, gains are generally not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale. 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. We are subject to certain tax risks and treatments that could negatively impact our results of operations Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses. Provision for Income Taxes We recorded a provision for income taxes in the amount of $19,109 during the nine months ended September 30, 2023 compared to $77,398 during the nine months ended September 30, 2022. Due to the net operating income we have, we believe are available to us to offset this entire tax liability, which arises under Section 280E of the Code because we are a cannabis company, as a conservative measure, we have accrued this liability. 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. Schedule of Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Fair Value Measurements at September 30, 2023 Level 1 Level 2 Level 3 Assets Cash $ 60,268 $ - $ - Total assets 60,268 - - Liabilities Convertible debentures, net of discounts of $69,499 - - 7,367,653 Derivative liability - - 3,523,317 Total liabilities - - 10,890,970 $ 60,268 $ - $ (10,890,970) Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 18,330 $ - $ - Total assets 18,330 - - Liabilities Convertible debentures, net of discounts of $387,814 - - 7,419,338 Derivative liability - - 6,204,878 Total liabilities - - 13,624,216 $ 18,330 $ - $ (13,624,216) 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 10. 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 its 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 reassessed 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. 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 expands 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 the 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 the 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 sa

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT	NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at September 30, 2023 and December 31, 2022: Schedule of Property Plant And Equipment September 30, December 31, 2022 (Unaudited) (Audited) ATM Machine $ — $ 5,600 Computer 30,713 30,713 Furniture & Fixtures 59,733 42,965 HVAC 25,000 44,430 Land 17,703 17,702 Leasehold Improvements 32,304 147,636 Machinery and Equipment 55,067 69,312 Sign — 12,758 Vehicle 24,000 24,000 Total 244,520 395,116 Less: Accumulated Depreciation (217,735 ) (358,396 ) Property, Plant and Equipment - net $ 26,785 $ 36,720 Depreciation expense totaled $9,935 and $17,836 for the nine months ended September 30, 2023 and 2022, respectively.

ASSETS HELD FOR SALE

ASSETS HELD FOR SALE	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
ASSETS HELD FOR SALE	NOTE 5 – ASSETS HELD FOR SALE At December 31, 2022 assets held for sale mainly referred to property the Company owned in Lebanon, Oregon, which the Company had intended to develop as a cannabis grow and production facility. All transactions that resulted in the reclassification of assets held for sale at December 31, 2022, are already completed in 2023. As previously reported in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, the Company entered into an agreement (the “ CVC Agreement CVC Notes Property Pursuant to the CVC Agreement, CVC released its $500,000 mortgage lien on the Property, to enable the Company to sell the Property and utilize the proceeds therefrom for the benefit of the Company and its shareholders, without having to repay CVC the $500,000 Note held by CVC. Additionally, CVC agreed to advance certain sums against the sale of the Property (“ Advances On February 28, 2023 we sold the Property for a price of $769,500, less commissions and customary closing costs. The net proceeds of the sale were used to repay the advances and an additional short-term loan of $100,000 (plus interest due of $5,000). After such repayments, the Company realized a gain on disposal of assets of $177,883. The carrying amount of assets classified as held for sale at September 30, 2023 and December 31, 2022 was $0 and $516,076, respectively.

NON-CURRENT ASSETS

NON-CURRENT ASSETS	9 Months Ended
	Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
NON-CURRENT ASSETS	NOTE 6 – NON-CURRENT ASSETS Other assets consisted of the following at September 30, 2023 and December 31, 2022: Schedule of other assets noncurrent September 30, 2023 (Unaudited) December 31, 2022 (Audited) Rent Deposits $ 23,941 $ 11,016 Security Deposits 5,491 5,491 Other Receivable 10,573 10,668 Non-Current Assets $ 40,005 $ 27,175 During the nine months ended September 30, 2023, our other receivables decreased $95, related to changes of currency exchange rate. The increase of the rent deposit was primarily due to the new lease signed on September 22, 2023.

CONVERTIBLE DEBT

CONVERTIBLE DEBT	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
CONVERTIBLE DEBT	NOTE 7 – 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 5.03% to 5.53%, volatility ranging from 149.93% to 196.65%, trading prices was $0.045 per share and a conversion price ranging from $0.04 to $0.08 per share. The total derivative liabilities associated with these notes were $3,523,317 at September 30, 2023 and $6,204,878 at December 31, 2022. See Below Summary Table Schedule of Convertible Debt Convertible Debt Summary Debt Type Debt Classification Interest Rate Due Date Ending CT LT 9/30/2023 12/31/2022 A Convertible X 10.0 1-Jan-17 25,000 $ 25,000 B Convertible X 8.0 1-Jan-25 82,391 82,391 C Convertible X 8.0 1-Jan-25 41,195 41,195 D Convertible X 8.0 1-Jan-25 262,156 262,156 O Convertible X 8.0 1-Jan-25 136,902 136,902 P Convertible X 8.0 1-Jan-25 66,173 66,173 Q Convertible X 8.0 1-Jan-25 65,274 65,274 S Convertible X 8.0 1-Jan-25 63,205 63,205 T Convertible X 8.0 1-Jan-25 313,634 313,634 CC Convertible X 10.0 1-Jan-25 100,000 100,000 KK Convertible X 8.0 1-Jan-25 188,000 188,000 LL Convertible X 8.0 1-Jan-25 749,697 749,697 MM Convertible X 8.0 1-Jan-25 124,690 124,690 NN Convertible X 8.0 1-Jan-25 622,588 622,588 OO Convertible X 8.0 1-Jan-25 620,908 620,908 PP Convertible X 8.0 1-Jan-25 611,428 611,428 QQ Convertible X 8.0 1-Jan-25 180,909 180,909 RR Convertible X 8.0 1-Jan-25 586,804 586,804 SS Convertible X 8.0 1-Jan-25 174,374 174,374 TT Convertible X 8.0 1-Jan-25 345,633 345,633 UU Convertible X 8.0 1-Jan-25 171,304 171,304 VV Convertible X 8.0 1-Jan-25 121,727 121,727 XX Convertible X 8.0 1-Jan-25 112,734 112,734 YY Convertible X 8.0 1-Jan-25 173,039 173,039 ZZ Convertible X 8.0 1-Jan-25 166,603 166,603 AAA Convertible X 8.0 1-Jan-25 104,641 104,641 BBB Convertible X 8.0 1-Jan-25 87,066 87,066 DDD Convertible X 8.0 1-Jan-25 75,262 75,262 EEE Convertible X 8.0 1-Jan-25 160,619 160,619 GGG Convertible X 8.0 1-Jan-25 79,422 79,422 JJJ Convertible X 8.0 1-Jan-25 52,455 52,455 LLL Convertible X 8.0 1-Jan-25 77,992 77,992 MMM Convertible X 8.0 1-Jan-25 51,348 51,348 PPP Convertible X 8.0 1-Jan-25 95,979 95,979 SSS Convertible X 8.0 1-Jan-25 75,000 75,000 TTT Convertible X 8.0 1-Jan-25 80,000 80,000 VVV Convertible X 8.0 1-Jan-25 75,000 75,000 WWW Convertible X 8.0 1-Jan-25 60,000 60,000 XXX Convertible X 8.0 1-Jan-25 100,000 100,000 YYY Convertible X 8.0 1-Jan-25 50,000 50,000 ZZZ Convertible X 8.0 1-Jan-25 40,000 40,000 AAAA Convertible X 8.0 1-Jan-25 66,000 66,000 BBBB Convertible X 12.0 1-Mar-23 - 150,000 CCCC Convertible X 10.0 1-Mar-23 - 120,000 DDDD Convertible X 10.0 31-Dec-24 - 100,000 Total Convertible Debt 7,437,152 7,807,152 Less: Discount (69,499) (387,819) Convertible Debt, Net of Discounts $ 7,367,653 $ 7,419,333 Convertible Debt, Net of Discounts, Current $ 25,000 $ 240,288 Convertible Debt, Net of Discounts, Long-term $ 7,342,653 $ 7,179,045 FOOTNOTES FOR CONVERTIBLE DEBT ACTIVITY FOR QUARTER ENDED SEPTEMBER 30, 2023 As previously reported for the quarter ended September 30, 2022, the Company entered into an agreement (the “ CVC Agreement CVC Notes Property Pursuant to the CVC Agreement, CVC released its $500,000 mortgage lien on the Property, to enable the Company to sell the Property and utilize the proceeds therefrom for the benefit of the Company and its shareholders, without having to repay CVC the $500,000 Note held by CVC. Additionally, CVC agreed to advance certain sums against the sale of the Property (“ Advances On February 28, 2023 we sold the Property for a price of $769,500, less commissions and customary closing costs. The net proceeds of the sale were used to repay the advances and an additional short-term loan of $100,000 (plus interest due of $5,000).

NON-CONVERTIBLE DEBT

NON-CONVERTIBLE DEBT	9 Months Ended
	Sep. 30, 2023
Non-convertible Debt
NON-CONVERTIBLE DEBT	NOTE 8 – NON-CONVERTIBLE DEBT Schedule of Nonconvertible Debt September 30, December 31, 2022 Note 5 $ 9,312 9,312 Note 6 355,000 — Note 7 100,000 — Total Non-Convertible notes $ 464,312 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 in default as of June 30, 2023 with an outstanding balance of $9,312. (6) On June 12, 2023, the Company issued a 10% promissory note in the amount of $350,000 with 10% interest rate, payable to CVC International Ltd, secured by 10% of monthly total revenues from all sources of Kaya Holdings, Inc. and any of its subsidiaries. and the noteholder also received 10 Series A preferred shares in FDT, which are convertible into a total of 10% of the common shares. The due date of the note is June 12, 2025. At the end of September 2023, the company paid $5,000, which is 10% of the total revenues from all sources of Kaya Holdings, Inc to the Holder and the Holder agreed to reinvest it as the additional of the note. (7) On August 28, 2023 the Company received $100,000 from the issuance of working capital loan to another investor. Interest is stated at 10%. The Note is Due in March 15, 2024. Schedule Of Related Party Transactions B-Related Party Loan payable - Stockholder, 0%, Due December 31, 2025 (1) $ 250,000 $ 250,000 $ 250,000 $ 250,000 (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%. On December 31, 2021, the Company entered into an agreement to further extend the debt until December 31, 2025, with no additional interest for the extension period. The Company used the stated rate of 9% as imputed interest rate, which was $16,829 and $22,500 for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively. As of September 30, 2023 and December 31, 2022, the balance of the debt was $250,000.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 9 – 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 Company has 10,000,000 shares of preferred stock authorized. 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. On December 27, 2021 the Company entered into an Exchange Agreement with Craig Frank and BMN Consultants, Inc. for 50,000 Series C Preferred Shares of Kaya Holdings held by Mr. Frank and 50,000 Series C Preferred Shares of Kaya Holdings optioned by BMN from Mr. Frank and Ilan Sarid (pursuant to stock options extended to BMN in 2010), 100,000 total shares. Pursuant to the terms and conditions of this Agreement, the Holders each agreed to (a) waive payment of approximately $338,000 of Accrued Compensation; (b) defer payment of the remaining balance of Accrued Compensation owed to each of them of approximately $250,000 until January 1, 2025 ; and (c) exchange the 50,000 Series C Shares ( at total of 100,000) for twenty (20) Series D Convertible Preferred Shares of Kaya Holdings Stock. Mr. Frank’s Series D shares were issued to Mr. Frank and the Series D shares issued for the option held by BMN were issued to RLH Financial Services pursuant to a private sale between BMN and RLH whereby RLH acquired the shares in exchange for a promissory note in the amount of $1,000,000. Each Share of 40 Series D Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, into one percent (1%) of the Company’s Fully Diluted Capitalization as of the Conversion Date. This resulted in a related party gain of $559,058. 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. There were no new issuances of common stock during the three months ended September 30, 2023. As of September 30, 2023, there were 22,172,835

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	9 Months Ended
	Sep. 30, 2023
Derivative Liabilities
DERIVATIVE LIABILITIES	NOTE 10 – 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 5.03% to 5.53%, volatility ranging from 149.93% to 194.43%, trading prices was $0.045 per share and a conversion price ranging from $0.04 to $0.08 per share. The total derivative liabilities associated with these notes were $3,523,317 at September 30, 2023 and $6,204,878 at December 31, 2022. 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: Schedule Of Derivative Liabilities At Fair Value Balance as of December 31, 2022 $ 6,204,878 Change in Derivative Values (2,535,936 ) Settlement of debt-reclass to APIC (145,625 ) Balance as of September 30, 2023 $ 3,523,317 The Company recorded the debt discount to the extent of the gross proceeds raised and expended immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. The Company recorded settlement of debt, reclassed to APIC of $ 145,625 0 The Company recorded a change in the value of embedded derivative liabilities gain of $ 2,535,936 3,904,639

DEBT DISCOUNT

DEBT DISCOUNT	9 Months Ended
	Sep. 30, 2023
Debt Discount
DEBT DISCOUNT	NOTE 11 – DEBT DISCOUNT The Company recorded the debt discount to the extent of the gross proceeds raised and expended immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. Debt discount amounted to $ 69,499 387,819 The Company recorded the amortization of debt discount of $ 318,320 163,817

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 12 – 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. On December 31, 2021, the Company entered into an agreement to further extend the debt until December 31, 2025, with no additional interest for the extension period, 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 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. 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 monthly compensation of $25,000. Due to the liquidity of the Company, the compensations were paid partially over the periods. As of December 31, 2022, the accrued compensation was approximately $500,000. By agreement of the parties, the accrued compensation will not be paid until January 1,, 2025 and has been recorded as a long-term liability. As of December 31, 2022, the Company also had $273,190 of accounts payable due to Tudog International Consulting, Inc. and BMN Consultants, Inc. In 2021, the Company formed Kaya Farm Greece, which is a majority owned subsidiary of Kaya Brands International, Inc., with 70% ownership. The remaining 30% is owned by related parties of the Company. Subsequently, Kaya Farm Greece entered an acquisition agreement to acquire 50% GREEKKANNABIS S.A. (GK) The remaining 50% of GREEKKANNABIS S.A. is currently owned by Ilias Kammenos (President of GK) and Panagiotis Kininis (Vice president of GK). There is non-controlling capital of $1,909,211 representing the equity not currently owned by the Company. The financial statements have been consolidated with the Company. On March 31, 2021 the Company entered into a settlement with Sunstone Capital Partners, LLC, Sunstone Marketing Partners LLC and Bruce Burwick, the principal of Sunstone and a director of Kays, regarding the failure to deliver to KAYS the Oregon Cannabis Production and Processing Licenses that were part of a warehouse purchase transaction in August 2018. In 2023, Tudog consulting, Inc, BMN Consultings, Inc and 495 Oxford Consulting, Inc which all provide services to the Company through Craug Frank and William David Jones, forgiven totally $38,329 of payable expense. The payable forgiveness are recorded as Additional paid in capital. On July 28, 2021 the Company announced that all terms had been satisfied. Pursuant to the terms of the settlement, Bruce Burwick surrendered to KAYS 1,006,671 shares of our common stock issued to him in connection with the transaction (800,003 shares which were issued for the facility purchase, 166,667 shares which were issued for $250,000 in cash and 40,001 shares which were issued as annual compensation for Burwick serving as a director of KAYS). The shares have been submitted to KAYS' transfer agent for cancellation. In addition, the Company received clear title to the warehouse facility, which enables the Company to sell it without restriction. As part of the settlement, Burwick received $160,000 from the net proceeds of the sale of the facility's grow license to an unrelated third party, resigned from the Company's board of directors and agreed to work as a non-exclusive consultant to the Company for the next four years for a yearly fee of $35,000.00. On October 12, 2021, KAYS completed the sale of its Eugene, Oregon Cannabis Production and Processing Facility for gross proceeds of $1,325,000, generating a cash influx of approximately $0.09 per share for the Company (the “Eugene Warehouse Sale”). The sale was part of our recently announced settlement with Sunstone Farms, and it also resulted in the cancellation of 1,006,671 shares of KAYS stock, decreasing the Company’s issued and outstanding shares by approximately 6.5% to 14.7 million shares. Funds received from the sale were and are being used to repay certain debt and strengthen our balance sheet and for general working capital purposes, as well as provide the initial stage capital for some of the Company’s U.S. and global expansion activities, including its planned cultivation sites in Greece and Israel. On August 30, 2021 the Company elected to dispose of two (2) of the four (4) Fiat cars that it owned that it was not using. The four cars were originally purchased in September of 2017 for prices ranging from $13,584.00 to $14,992. After a review of market pricing the Company was able to sell one of the cars to Carvana for $14,460.00 and the funds were used for general working capital. Additionally, the second Fiat was transferred to Mr. Frank in lieu of $15,000in fees owed him. After adjusting for net book value, the Company recorded $12,453 to additional paid in capital. On December 27, 2021 the Company entered into an Exchange Agreement with Craig Frank and BMN Consultants, Inc. for 50,000 Series C Preferred Shares of Kaya Holdings held by Mr. Frank and 50,000 Series C Preferred Shares of Kaya Holdings optioned by BMN from Mr. Frank and Ilan Sarid (pursuant to stock options that they each extended to BMN in 2010), 100,000 total shares. Pursuant to the terms and conditions of this Agreement, the Holders each agreed to (a) waive payment of approximately $338,000 of Accrued Compensation; (b) defer payment of the remaining balance of Accrued Compensation owed to each of them of approximately $250,000 until January 1, 2025 ; and (c) exchange the 50,000 Series C Shares ( at total of 100,000) for twenty (20) Series D Convertible Preferred Shares of Kaya Holdings Stock. Each Share of 40 Series D Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, into one percent (1%) of the Company’s Fully Diluted Capitalization as of the Conversion Date. This resulted in a related party gain, which was applied to APIC. Mr. Frank’s Series D shares were issued to Mr. Frank and the Series D shares issued for the option held by BMN were issued to RLH Financial Services pursuant to a private sale between BMN and RLH whereby RLH acquired the shares in exchange for a promissory note in the amount of $1,000,000. On December 1, 2022, the Company priced a its one remaining vehicle with Carvana and received a offer for $14,510 In lieu of accepting the bid and partially paying Mr. Frank’s invoices which were still due from August, 2022, the Company agreed to transfer title to the car to him in settlement of $17,000.00 in fees that were due him in August (these are fees that are not being deferred and would otherwise be paid in cash, and cost the Company $2,490.00 more in fees if the car was sold). On December 15, 2022 the Board of Directors approved the issuance of a total of 2,100,000 shares as Officer and Director Compensation as follows:1,500,000 shares of common stock to our CEO Craig Frank 300,000 shares to Carries Schwarz 300,000 shares to Mitchell Chupak, as annual award compensation, per their agreements.

STOCK OPTION PLAN

STOCK OPTION PLAN	9 Months Ended
	Sep. 30, 2023
Stock Option Plan
STOCK OPTION PLAN	NOTE 13 – STOCK OPTION PLAN On September 15, 2022 the Company approved the 2022 Equity Incentive 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 2022 Incentive Stock Plan, restricted stock awards, other stock based awards, or any combination of the foregoing. The 2022 Incentive Stock Plan is administered by the board of directors. The remaining balance of the shares available in the plan is 450,000 shares.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2023
Warrants
WARRANTS	NOTE 14 – 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. As of September 30, 2023, the warrants have expired. 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. As of September 30, 2023, the warrants have expired. 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 Schedule Of Warrants Warrants Issued Weighted Average Exercise Price Weighted Average Contract Terms Years Balance as of December 31, 2022 316,158 0.4744455 0.36 Granted - - - Exercised - - - Expired - - - Balance as of September 30, 2023 316,158 0.4744455 0.36

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 15 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company has one operating lease for an office in Fort Lauderdale, Florida, one retail store location in Oregon under arrangements classified as leases under ASC 842. Effective June 1, 2019, the Company leased the office space in Fort Lauderdale, Florida under a 2-year operating lease expiring May 31, 2021 at a rate of $1,802 per month. On June 1, 2021 the lease was extended for another year and on June 1 in 2022 the lease was extended for an additional year. The current monthly payment inclusive of sales tax and operating expenses is $2,079 with right of use liabilities of $0. 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 May 30, 2023. On October 1, 2023, the lease was extended for another year. Effective May 15, 2014, the Company leased a 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 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 current monthly payment is $2,950 with right of use liabilities of $21,041 as of . Effective May 22, 2015, the Company leased a unit in Salem, Oregon under a 5-year operating lease expiring May 31, 2020. In May 2020, the lease had been extended to May 31, 2025. 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 extended for an additional 5 years. The current monthly payment is $5,140 with right of use liabilities of $124,819 as of March 31, 2023 .This lease was terminated as of April 19, 2023 as part of a settlement with the Landlord on the three (3) outstanding retail store leases that the Company had outstanding in Salem, Oregon for locations that were closed, and no funds are owed for the leases. Effective April 15, 2016, the Company leased a unit in Salem, Oregon under a 5-year operating lease expiring April 15, 2021. 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 current monthly payment is $0 with right of us liabilities of $0. This lease was terminated as of April 19, 2023 as part of a settlement with the Landlord on the three (3) outstanding retail store leases that the Company had outstanding in Salem, Oregon for locations that were closed, and no funds are owed for the leases. Effective April 15, 2016, the Company leased a unit in Salem, Oregon under a 5-year operating lease expiring April 15, 2021. 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 current monthly payment is $0 with right of us liabilities of $0. This lease was terminated as of April 19, 2023 as part of a settlement with the Landlord on the three (3) outstanding retail store leases that the Company had outstanding in Salem, Oregon for locations that were closed, and no funds are owed for the leases. On September 21, 2023, the Company executed a lease for approximately 11,000 square feet of space in Portland, OR for its Psilocybin business. The space takes up the entire seventh floor of commercial building which has floor to ceiling windows offering sweeping views of the Portland Skyline, and has an existing substantial kitchen/ café area that the Company intends to utilize for a “Microdosing Café” concept, as well as already constructed rooms that the Company intends to utilize for individual and group Psilocybin sessions. The lease is for one year with option for an additional two years, if all conditions are met. The lease does not commence until such time as the Company has received notice of OHA Psilocybin Service Center License approval for the location. The initial term of the lease is 14 months, and as long as there is never an Event of Default by Tenant under this Lease during the first fourteen (14) months of the Lease, the term of the Lease shall be automatically extended for twenty-five (25) additional months, on the terms and conditions contained in the Lease . In the event of Default by Tenant during the initial fourteen (14) months of the Lease, the Lease term shall automatically expire on the last day of the 14th month. Base Rent for the initial 14 month period is $10,761, and the Base Rent for Months 1, 2 and 15 shall be abated, provided Month 15 shall be abated only if initial lease term is extended per the terms noted above. Bas Rent beginning at Month 16 (if lease is extended) increase to $12,913.20 The Base Rent also includes payments in restricted stock to the Landlord as follows: Promptly upon the Commencement Date, Tenant shall issue to Landlord, or entities or individual(s) designated by Landlord, Two Million Five Hundred Thousand (2,500,000) shares of restricted stock in Tenant (the “Kaya Shares”). Tenant represents and warrants to Landlord (which representation shall be deemed renewed upon issuance of the Kaya Shares) that 250,000 shares of the Kaya Shares will be eligible for sale by Landlord every six (6) months after the original issuance. The Kaya Shares shall belong to Landlord and shall be returned to Tenant only in the event of termination of the Lease pursuant to Section 21.14, if at all. The Company has escrowed $51,817.75 with an Oregon-licensed attorney in Oregon (“Escrow Holder”) pursuant to an escrow agreement between Tenant, Landlord and the Escrow Holder, of which $38,893.75 (the “Prepaid Rent”) is prepaid Base Rent and Additional Rent for months 1 through 5 of the Term and $12,925 is the Security Deposit (defined below). Tenant shall pay all fees charged by the Escrow Holder for holding the Prepaid Rent and Security Deposit pursuant to the escrow agreement. The Prepaid Rent and Security Deposit shall be released to Landlord promptly upon Lease Commencement. Tenant shall promptly execute any documents required by Escrow Company for such release upon Lease Commencement As noted above, the one (1) lease that the Company entered into on June 1, 2015 and the two (2) leases that the Company entered into effective April 15, 20 16 were terminated as part of a settlement with the landlord entered into on April 19, 2023 concurrent with a payment of $75,000 which resolved all outstanding liabilities of the Company and its subsidiaries for the leases. 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 $19,361 and operating lease liabilities of $21,041 as of September 30, 2023. Operating lease expenses for the nine months ended September 30, 2023 and 2022 were $218,789 and $207,680, respectively. The big changes were due to the termination of the three stores lease. As the closure of 3 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 has recorded $151,082 in impairment gain related to right-of-use assets during the nine months ended September 30, 2023. Schedule Of Future Minimum Rental Payments For Operating Leases Maturity of Lease Liabilities at September 30, 2023 Amount 2023 9,300 2024 12,400 2025 - Later years - Total lease payments 21,700 Less: Imputed interest (659 ) Present value of lease liabilities $ 21,041

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 16- SUBSEQUENT EVENTS On November 14, 2023 the Company filed a license application with the Oregon Department of Health (the “ OHA psilocybin treatment center On 10/1/23 CVC agreed to advance an additional $150,000 to KAYs pursuant to the previously agreed non-convertible notes, including 145,000 wire deposit received on October 06, 2023, and $5,000 payment reinvesting.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2023
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. GAAP 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
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 subsidiary 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 (inactive)
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 September 30, 2023, 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. The Company owns 65% of Fifth Dimension Therapeutics, 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 September 30, 2023 is $ 13,256 11,990 0 0
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.
Assets Held for Sale	Assets Held for Sale The Company classifies an asset group (‘asset’) as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in general and administrative expenses in the period in which the held for sale criteria are met. Conversely, gains are generally not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale.
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. We are subject to certain tax risks and treatments that could negatively impact our results of operations Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses.
Provision for Income Taxes	Provision for Income Taxes We recorded a provision for income taxes in the amount of $19,109 during the nine months ended September 30, 2023 compared to $77,398 during the nine months ended September 30, 2022. Due to the net operating income we have, we believe are available to us to offset this entire tax liability, which arises under Section 280E of the Code because we are a cannabis company, as a conservative measure, we have accrued this liability.
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. Schedule of Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Fair Value Measurements at September 30, 2023 Level 1 Level 2 Level 3 Assets Cash $ 60,268 $ - $ - Total assets 60,268 - - Liabilities Convertible debentures, net of discounts of $69,499 - - 7,367,653 Derivative liability - - 3,523,317 Total liabilities - - 10,890,970 $ 60,268 $ - $ (10,890,970) Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 18,330 $ - $ - Total assets 18,330 - - Liabilities Convertible debentures, net of discounts of $387,814 - - 7,419,338 Derivative liability - - 6,204,878 Total liabilities - - 13,624,216 $ 18,330 $ - $ (13,624,216) 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 10.
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 its 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 reassessed 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. 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 expands 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 the 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 the 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 pr
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 September 30, 2023.
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 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 POLICIES AND BASIS OF PRESENTATION (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis	Schedule of Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Fair Value Measurements at September 30, 2023 Level 1 Level 2 Level 3 Assets Cash $ 60,268 $ - $ - Total assets 60,268 - - Liabilities Convertible debentures, net of discounts of $69,499 - - 7,367,653 Derivative liability - - 3,523,317 Total liabilities - - 10,890,970 $ 60,268 $ - $ (10,890,970) Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 18,330 $ - $ - Total assets 18,330 - - Liabilities Convertible debentures, net of discounts of $387,814 - - 7,419,338 Derivative liability - - 6,204,878 Total liabilities - - 13,624,216 $ 18,330 $ - $ (13,624,216)

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property Plant And Equipment	Schedule of Property Plant And Equipment September 30, December 31, 2022 (Unaudited) (Audited) ATM Machine $ — $ 5,600 Computer 30,713 30,713 Furniture & Fixtures 59,733 42,965 HVAC 25,000 44,430 Land 17,703 17,702 Leasehold Improvements 32,304 147,636 Machinery and Equipment 55,067 69,312 Sign — 12,758 Vehicle 24,000 24,000 Total 244,520 395,116 Less: Accumulated Depreciation (217,735 ) (358,396 ) Property, Plant and Equipment - net $ 26,785 $ 36,720

NON-CURRENT ASSETS (Tables)

NON-CURRENT ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of other assets noncurrent	Schedule of other assets noncurrent September 30, 2023 (Unaudited) December 31, 2022 (Audited) Rent Deposits $ 23,941 $ 11,016 Security Deposits 5,491 5,491 Other Receivable 10,573 10,668 Non-Current Assets $ 40,005 $ 27,175

CONVERTIBLE DEBT (Tables)

CONVERTIBLE DEBT (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Convertible Debt	Schedule of Convertible Debt Convertible Debt Summary Debt Type Debt Classification Interest Rate Due Date Ending CT LT 9/30/2023 12/31/2022 A Convertible X 10.0 1-Jan-17 25,000 $ 25,000 B Convertible X 8.0 1-Jan-25 82,391 82,391 C Convertible X 8.0 1-Jan-25 41,195 41,195 D Convertible X 8.0 1-Jan-25 262,156 262,156 O Convertible X 8.0 1-Jan-25 136,902 136,902 P Convertible X 8.0 1-Jan-25 66,173 66,173 Q Convertible X 8.0 1-Jan-25 65,274 65,274 S Convertible X 8.0 1-Jan-25 63,205 63,205 T Convertible X 8.0 1-Jan-25 313,634 313,634 CC Convertible X 10.0 1-Jan-25 100,000 100,000 KK Convertible X 8.0 1-Jan-25 188,000 188,000 LL Convertible X 8.0 1-Jan-25 749,697 749,697 MM Convertible X 8.0 1-Jan-25 124,690 124,690 NN Convertible X 8.0 1-Jan-25 622,588 622,588 OO Convertible X 8.0 1-Jan-25 620,908 620,908 PP Convertible X 8.0 1-Jan-25 611,428 611,428 QQ Convertible X 8.0 1-Jan-25 180,909 180,909 RR Convertible X 8.0 1-Jan-25 586,804 586,804 SS Convertible X 8.0 1-Jan-25 174,374 174,374 TT Convertible X 8.0 1-Jan-25 345,633 345,633 UU Convertible X 8.0 1-Jan-25 171,304 171,304 VV Convertible X 8.0 1-Jan-25 121,727 121,727 XX Convertible X 8.0 1-Jan-25 112,734 112,734 YY Convertible X 8.0 1-Jan-25 173,039 173,039 ZZ Convertible X 8.0 1-Jan-25 166,603 166,603 AAA Convertible X 8.0 1-Jan-25 104,641 104,641 BBB Convertible X 8.0 1-Jan-25 87,066 87,066 DDD Convertible X 8.0 1-Jan-25 75,262 75,262 EEE Convertible X 8.0 1-Jan-25 160,619 160,619 GGG Convertible X 8.0 1-Jan-25 79,422 79,422 JJJ Convertible X 8.0 1-Jan-25 52,455 52,455 LLL Convertible X 8.0 1-Jan-25 77,992 77,992 MMM Convertible X 8.0 1-Jan-25 51,348 51,348 PPP Convertible X 8.0 1-Jan-25 95,979 95,979 SSS Convertible X 8.0 1-Jan-25 75,000 75,000 TTT Convertible X 8.0 1-Jan-25 80,000 80,000 VVV Convertible X 8.0 1-Jan-25 75,000 75,000 WWW Convertible X 8.0 1-Jan-25 60,000 60,000 XXX Convertible X 8.0 1-Jan-25 100,000 100,000 YYY Convertible X 8.0 1-Jan-25 50,000 50,000 ZZZ Convertible X 8.0 1-Jan-25 40,000 40,000 AAAA Convertible X 8.0 1-Jan-25 66,000 66,000 BBBB Convertible X 12.0 1-Mar-23 - 150,000 CCCC Convertible X 10.0 1-Mar-23 - 120,000 DDDD Convertible X 10.0 31-Dec-24 - 100,000 Total Convertible Debt 7,437,152 7,807,152 Less: Discount (69,499) (387,819) Convertible Debt, Net of Discounts $ 7,367,653 $ 7,419,333 Convertible Debt, Net of Discounts, Current $ 25,000 $ 240,288 Convertible Debt, Net of Discounts, Long-term $ 7,342,653 $ 7,179,045

NON-CONVERTIBLE DEBT (Tables)

NON-CONVERTIBLE DEBT (Tables)	9 Months Ended
	Sep. 30, 2023
Non-convertible Debt
Schedule of Nonconvertible Debt	Schedule of Nonconvertible Debt September 30, December 31, 2022 Note 5 $ 9,312 9,312 Note 6 355,000 — Note 7 100,000 — Total Non-Convertible notes $ 464,312 9,312
Schedule Of Related Party Transactions	Schedule Of Related Party Transactions B-Related Party Loan payable - Stockholder, 0%, Due December 31, 2025 (1) $ 250,000 $ 250,000 $ 250,000 $ 250,000 (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%. On December 31, 2021, the Company entered into an agreement to further extend the debt until December 31, 2025, with no additional interest for the extension period. The Company used the stated rate of 9% as imputed interest rate, which was $16,829 and $22,500 for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively. As of September 30, 2023 and December 31, 2022, the balance of the debt was $250,000.

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2023
Derivative Liabilities
Schedule Of Derivative Liabilities At Fair Value	Schedule Of Derivative Liabilities At Fair Value Balance as of December 31, 2022 $ 6,204,878 Change in Derivative Values (2,535,936 ) Settlement of debt-reclass to APIC (145,625 ) Balance as of September 30, 2023 $ 3,523,317

WARRANTS (Tables)

WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2023
Warrants
Schedule Of Warrants	Schedule Of Warrants Warrants Issued Weighted Average Exercise Price Weighted Average Contract Terms Years Balance as of December 31, 2022 316,158 0.4744455 0.36 Granted - - - Exercised - - - Expired - - - Balance as of September 30, 2023 316,158 0.4744455 0.36

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule Of Future Minimum Rental Payments For Operating Leases	Schedule Of Future Minimum Rental Payments For Operating Leases Maturity of Lease Liabilities at September 30, 2023 Amount 2023 9,300 2024 12,400 2025 - Later years - Total lease payments 21,700 Less: Imputed interest (659 ) Present value of lease liabilities $ 21,041

LIQUIDITY AND GOING CONCERN (De

LIQUIDITY AND GOING CONCERN (Details Narrative)	9 Months Ended
	Sep. 30, 2023 USD ($)
Liquidity And Going Concern
[custom:NetIncome]	$ 1,368,016
[custom:NetLoss]	5,385,209
[custom:WorkingCapitalDeficiency-0]	$ 7,647,743

Schedule of Fair Value Assets A

Schedule of Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Cash	$ 60,268	$ 18,330
Net Assets	60,268	18,330
Derivative Assets (Liabilities), at Fair Value, Net	60,268	18,330
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Cash
Net Assets
Derivative Assets (Liabilities), at Fair Value, Net
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Net Assets
[custom:ConvertibleDebentures-0]	7,367,653	7,419,338
Derivative Liability	3,523,317	6,204,878
[custom:LiabilitiesNet-0]	10,890,970	13,624,216
Derivative Assets (Liabilities), at Fair Value, Net	$ (10,890,970)	$ (13,624,216)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Total Value of Finished goods inventory	$ 13,256	$ 11,990
Inventory allowance and impairment	$ 0	$ 0

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
ATM Machine		$ 5,600
Computer	30,713	30,713
Furniture & Fixtures	59,733	42,965
HVAC	25,000	44,430
Land	17,703	17,702
Leasehold Improvements	32,304	147,636
Machinery and Equipment	55,067	69,312
Sign		12,758
Vehicle	24,000	24,000
Total	244,520	395,116
Less: Accumulated Depreciation	(217,735)	(358,396)
Property, Plant and Equipment - net	$ 26,785	$ 36,720

NON-CURRENT ASSETS (Details)

NON-CURRENT ASSETS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Rent Deposits	$ 23,941	$ 11,016
Security Deposits	5,491	5,491
Other Receivable	10,573	10,668
Non-Current Assets	$ 40,005	$ 27,175

Schedule of Convertible Debt (D

Schedule of Convertible Debt (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
[custom:TotalConvertibleDebt-0]	$ 7,437,152	$ 7,807,152
[custom:ConvertibleNotesPayableLongTermNetOfDiscounts-0]	(69,499)	(387,819)
[custom:ConvertibleNotesPayableNetOfDiscount-0]	7,367,653	7,419,333
[custom:ConvertibleDebtNetOfDiscountsCurrent-0]	25,000	240,288
Convertible Debt	$ 7,342,653	7,179,045
Convertible Debt A [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	1,000%
Convertible Debt, Current	$ 25,000	25,000
Convertible Debt B [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 82,391	82,391
Convertible Debt C [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 41,195	41,195
Convertible Debt D [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 262,156	262,156
Convertible Debt O [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 136,902	136,902
Convertible Debt P [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 66,173	66,173
Convertible Debt Q [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 65,274	65,274
Convertible Debt S [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 63,205	63,205
Convertible Debt T [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 313,634	313,634
Convertible Debt C C [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	1,000%
Convertible Debt, Current	$ 100,000	100,000
Convertible Debt K K [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 188,000	188,000
Convertible Debt L L [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 749,697	749,697
Convertible Debt M M [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 124,690	124,690
Convertible Debt N N [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 622,588	622,588
Convertible Debt O O [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 620,908	620,908
Convertible Debt P P [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 611,428	611,428
Convertible Debt Q Q [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 180,909	180,909
Convertible Debt R R [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 586,804	586,804
Convertible Debt S S [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 174,374	174,374
Convertible Debt T T [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 345,633	345,633
Convertible Debt U U [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 171,304	171,304
Convertible Debt V V [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 121,727	121,727
Convertible Debt X X [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 112,734	112,734
Convertible Debt Y Y [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 173,039	173,039
Convertible Debt Z Z [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 166,603	166,603
Convertible Debt A A A [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 104,641	104,641
Convertible Debt B B B [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 87,066	87,066
Convertible Debt D D D [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 75,262	75,262
Convertible Debt E E E [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 160,619	160,619
Convertible Debt G G G [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 79,422	79,422
Convertible Debt J J J [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 52,455	52,455
Convertible Debt L L L [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 77,992	77,992
Convertible Debt M M M [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 51,348	51,348
Convertible Debt P P P [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 95,979	95,979
Convertible Debt S S S [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 75,000	75,000
Convertible Debt T T T [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 80,000	80,000
Convertible Debt V V V [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 75,000	75,000
Convertible Debt W W W [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	800%
Convertible Debt, Current	$ 60,000	60,000
Convertible Debt X X X [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	8%
Convertible Debt, Current	$ 100,000	100,000
Convertible Debt Y Y Y [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	8%
Convertible Debt, Current	$ 50,000	50,000
Convertible Debt Z Z Z [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	8%
Convertible Debt, Current	$ 40,000	40,000
Convertible Debt A A A A [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	8%
Convertible Debt, Current	$ 66,000	66,000
Convertible Debt B B B B [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	12%
Convertible Debt, Current		150,000
Convertible Debt C C C C [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	10%
Convertible Debt, Current		120,000
Convertible Debt D D D D [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	10%
Convertible Debt, Current		$ 100,000

NON-CONVERTIBLE DEBT (Details)

NON-CONVERTIBLE DEBT (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Non-convertible Debt
Note 5	$ 9,312	$ 9,312
Note 6	355,000
Note 7	100,000
Total Non-Convertible notes	$ 464,312	$ 9,312

NON-CONVERTIBLE DEBT (Details 1

NON-CONVERTIBLE DEBT (Details 1) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Loan payable	$ 250,000	$ 250,000
B Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan payable	$ 250,000	$ 250,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative)	Sep. 30, 2023 shares
Equity [Abstract]
Common stock outstanding	22,172,835

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Derivative Liabilities
Balance as of December 31, 2022	$ 6,204,878
Change in Derivative Values	(2,535,936)
Settlement of debt-reclass to APIC	(145,625)
Balance as of September 30, 2023	$ 3,523,317

DERIVATIVE LIABILITIES (Detai_2

DERIVATIVE LIABILITIES (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Derivative Liabilities
Settlement of debt	$ 145,625	$ 0
Embedded derivative liabilities gain	$ 2,535,936	$ 3,904,639

DEBT DISCOUNT (Details Narrativ

DEBT DISCOUNT (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Debt Discount
Debt Discount	$ 69,499		$ 387,819
Amortization of debt discount	$ 318,320	$ 163,817

WARRANTS (Details)

WARRANTS (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Weighted Average Contract Terms Years		0.36
Weighted Average Contract Terms Years		0.36
Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Beginning Balance	316,158
Weighted Average Exercise Price	$ 0.4744455
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Expirations
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance	316,158	316,158
Weighted Average Exercise Price	$ 0.4744455	$ 0.4744455

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details)	Sep. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 9,300
2024	12,400
2025
Later years
Total lease payments	21,700
Less: Imputed interest	(659)
Present value of lease liabilities	$ 21,041