What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-04-19 compared with 2023-04-18 · 275 added, 237 removed, 469 unchanged (52% of the section changed)

18 unchanged sentences

As discussed in Note

3 to the financial statements, the Company has a working capital deficiency, a net loss from continuing operations, and an accumulated

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

3 to the financial statements, the Company has an accumulated deficit, net losses, and negative cash flows from operations.

These factors,

among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard

to these matters are also described in Note 3.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

financial statements are the responsibility of the Company’s management.

22 unchanged sentences

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

of Investments (Impairment)– Refer to Note 2 to the financial statements

of the Critical Audit Matter

Company holds one investment that is accounted for as an equity investment without a readily determinable fair value.

Adjustments to

the cost of the investment is based on significant judgment regarding appropriate valuation and is highly subjective;

therefore, we assessed

this as a critical audit matter.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to evaluating the Company’s accounting for the valuation of investment included the following, among others:

inquiries with management of the investee, confirming the balance of the Company’s investment.

the investee’s financial position and the relevance and reliability of the data obtained

from investee.

the accuracy and completeness of underlying information provided by management.

have served as the Company’s auditor since 2020.

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

Fruci & Associates II, PLLC –

PCAOB ID #05525

We have served as the Company’s auditor

Spokane, Washington

1 unchanged sentence

BALANCE SHEETS

on inventory - related party

receivable, net of allowance for doubtful accounts of $ 39,438

current assets

December 31, 2023

December 31, 2022

Current assets:

in securities at cost

and equipment, net of accumulated depreciation

AND STOCKHOLDERS’ DEFICIT

liability, current

Related-party

advances payable

advances payable - related parties

payroll and compensation expense

interest, current portion

debenture, current portion, net of discounts

payable, current portion

payable to stockholders

from discontinued operations

Deposits on inventory

Deposits on inventory - related party

Deposits on inventory

Accounts receivable, net of allowance for doubtful accounts of $ 0 and $ 39,438 , respectively

Other current assets

Total current assets

Investment in securities at cost

Right-of-use asset

Property and equipment, net of accumulated depreciation

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Liabilities for product returns and credits

Related-party payable

Accounts payable Related party

Short-term advances payable

Short-term advances payable - related parties

Short-term advances payable

Accrued liabilities

Accrued payroll and compensation expense

Accrued interest, current portion

Convertible debenture, current portion, net of discounts

Note payable, current portion

Note payable to stockholders

Derivative liability

Liabilities from discontinued operations

Total current liabilities:

Deferred tax liability

payable, net of current portion

debenture, net of current portion, net of discount

and contingencies

Stockholders’

stock, par value $ 0.001 ;

100,000,000 shares

4,945,417 shares

issued and outstanding

paid-in capital

Note payable, net of current portion

Convertible debenture, net of current portion, net of discount

Total liabilities

Commitments and contingencies

Stockholders’ deficit:

Common stock, par value $ 0.001 ;

100,000,000 shares authorized;

4,945,417 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

( 59,017,191 )

( 79,305,551 )

stockholders’ deficit

Total stockholders’ deficit

( 21,778,685 )

( 42,067,045 )

liabilities and stockholders’ deficit

Total liabilities and stockholders’ deficit

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

STATEMENTS OF OPERATIONS

the Years Ended December 31,

general and administrative expenses

For the Years Ended December 31,

Cost of sales

Operating expenses

income from operations

income (expense)

on forgiveness of debt

on write off of accounts payable

Employee costs

Selling, general and administrative expenses

Total operating expenses

Income (loss) from operations

Other income (expense)

Interest expense

Gain on settlement of debt

Gain on forgiveness of debt

Loss on derivative valuation

other (expense) income

loss from continuing operations

Total other expense

Net loss from continuing operations

( 1,297,737 )

income from discontinued operations

(loss) income before income tax

Gain (loss) from discontinued operations

Net (loss) income before income tax

( 1,451,203 )

Income tax benefit (expense)

Net (loss) income

$ ( 1,502,091 )

loss from continuing operations per common share, basic

loss from continuing operations per common share, diluted

(loss) income from discontinued operations per common share, basic

(loss) income from discontinued operations per common share, diluted

(loss) income per share, basic

(loss) income per share, diluted

Basic weighted average common shares outstanding

weighted average common shares outstanding

Net loss from continuing operations per common share, basic and diluted

Net loss from discontinued operations per common share, basic and diluted

Net loss per common share, basic and diluted

Basic and diluted weighted average common shares outstanding

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

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Additional Paid-in

Total stockholders’

stockholders’

Balance, December 31, 2021

1 unchanged sentence

$ ( 40,564,954 )

Stock option expense

Common stock issued for conversion of accrued interest

( 1,502,091 )

Balance, December 31, 2022

3 unchanged sentences

( 42,067,045 )

Net income (loss)

Balance, December 31, 2023

1 unchanged sentence

$ ( 21,778,685 )

$ ( 59,017,191 )

$ ( 21,778,685 )

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

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

For the Years Ended

Cash flows from operating activities

Net (loss) income

Net income (loss)

$ ( 1,502,091 )

Adjustments to reconcile net income to net cash (used) provided by operating activities:

Loss (income) from discontinued operations

(Gain) loss from discontinued operations

( 20,831,526 )

Depreciation expense

1 unchanged sentence

Debt discount amortization

Stock option expense

Gain on settlement of debt

Gain on forgiveness of debt

Gain on write off of accounts payable

Amortization of right-of-use asset to rent expense

5 unchanged sentences

Accounts payable

( 1,188,715 )

Liabilities for product returns and credits

Accrued liabilities

3 unchanged sentences

Accrued tax liability

Net cash provided by operating activities

Net cash (used) provided by operating activities

Cash flows from investing activities:

Purchase of equipment

Purchase of property and equipment

Net Cash used in investing activities

Cash flows from financing activities:

Repayments of loans payable

Proceeds from related-party loans

Repayments of related-party loans

Repayments of loans payable

Net Cash used in financing activities

Net Cash provided by (used in) financing activities

Net change in cash

4 unchanged sentences

Cash paid for income taxes

Supplemental disclosure of noncash investing activities:

Common stock issued for conversion of accrued interest

accompanying notes are an integral part of these financial statements.

14 unchanged sentences

of America (“U.S.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include the estimated useful lives

of property and equipment.

Actual results could differ from those estimates.

of Consolidation

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There were no cash

equivalents for the years ended December 31, 2022 or 2021.

and Equipment

and equipment are stated at cost less accumulated depreciation and amortization.

Depreciation of property and equipment is calculated

using the straight-line method over the estimated useful lives of the assets, which ranges from three to ten years.

Leasehold improvements

are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset.

Expenditures for repairs

and maintenance are expensed as incurred.

Gains or losses on dispositions of property and equipment are included in operating results.

equivalents as of December 31, 2023 and 2022.

follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue

21 unchanged sentences

we recognized revenues of $ 1,206,148 and $ 1,659,291 during the years ended December 31, 2023 and 2022, respectively, related to the delivery

of product to our customers.

of products to our customers.

Each delivery is based on the unique contract with the customer, which is a stand-alone contract that we

3 unchanged sentences

to the delivery of product.

Accounts Receivable

Revenues that have been recognized but not yet

received are recorded as accounts receivable.

Losses on receivables will be recognized when it is more likely than not that

a receivable will not be collected.

An allowance for estimated uncollectible amounts will be recognized to reduce the amount

receivable to its net realizable value when needed.

As of December 31, 2022, the Company recorded an allowance for doubtful accounts of

February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), which superseded guidance

in ASC 840, Leases , which we adopted for the year ended December 31, 2019, under the modified retrospective transition approach

by applying the new standard to all leases existing at the date of initial application.

We account for short-term leases, those lasting

fewer than 12 months, using the practical expedient as outlined in the guidance, which does not include recording such leases on the

balance sheet.

adoption of the standard resulted in recording right-of-use (“ROU”) assets and operating lease liabilities of $22,291 as

of December 31, 2021.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future

minimum lease payments over the lease term at commencement date.

As the lease does not provide an implicit rate, we use our incremental

borrowing rate based on information available at the commencement date in determining the present value of future payments.

The operating

lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred.

Lease terms may

include options to extend or terminate the lease when it is reasonably certain we will exercise that option.

Although considered, we

determined it was appropriate to exclude future renewal terms from the capitalization of our operating lease.

had one lease in effect requiring minimum monthly payments of $ 2,500 through October 2022.

We have determined the appropriate discount

rate to be 5 % based on our other borrowings secured by assets.

lease was renewed on October 19, 2022, on a month to months basis, with payments remaining at $ 2,500 a month.

Company also recognizes revenue from advanced royalty payments per the terms in its Manufacturing and Distribution Agreement with one

of its distributors.

The royalty to be received is calculated based on 8 %

of gross sales, with an annual minimum royalty paid upfront per calendar year for the term of the contract.

There is a non-refundable

$ 350,000 Minimum

Royalty for FY 2023.

The Company recognizes the minimum royalty and corresponding expense at the time of receipt.

that have been recognized but not yet received are recorded as accounts receivable.

Losses on receivables will be recognized when it

is more likely than not that a receivable will not be collected.

An allowance for estimated uncollectible amounts will be recognized

to reduce the amount receivable to its net realizable value when needed.

As December 31, 2023 and 2022, the Company has recorded an allowance

for doubtful accounts of $ 0 and $ 39,438 , respectively.

in Securities

5 unchanged sentences

during the periods presented.

of Long-Lived Assets

review our long-lived assets, including intangibles, for impairment when events or changes in circumstances indicate that the carrying

value of an asset may not be recoverable.

At each balance sheet date, we evaluate whether events and circumstances have occurred that

indicate possible impairment.

We use an estimate of future undiscounted net cash flows from the related asset or group of assets over

their remaining life in measuring whether the assets are recoverable.

We did no t record expenses for the impairment of long-lived assets

during the years ended December 31, 2022 or 2021.

are stated at the lower of average cost or net realizable value.

9 unchanged sentences

These deposits are carried as a separate balance sheet

component and totaled $ 40,440 (non-related-party) and $ 417,633 (related-party) as of December 31, 2022, and $ 11,639 (non-related-party)

component and total $ 26,983 (non-related-party) and $ 224,411 (related-party) as of December 31, 2023 and $ 40,440 (non-related-party)

and $ 417,633 (related-party) as of December 31, 2022.

7 unchanged sentences

Raw materials

have outstanding stock options to directors and employees, which are described more fully in Note 13–Stock Options and Warrants.

We account for our stock options in accordance with ASC 718-10, Accounting for Stock Issued to Employees , and ASU 2018-07, Improvements

to Nonemployee Share-Based Payment Accounting , as updated, which requires the recognition of the cost of employee services received

in exchanged for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the

ASC 718-10 also requires the stock option compensation expense to be recognized over the period during which an employee is required

to provide service in exchange for the award (typically the vesting period).

There was no impact to our methodology for accounting for

equity-based compensation as a result of adopting ASC 718-10 and ASU 2018-07.

Value of Financial Instruments

16 unchanged sentences

SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES CARRIED AT FAIR VALUED MEASURED ON RECURRING BASIS

Total Fair Value at December 31, 2022

Quoted prices in active markets

Significant other observable inputs (Level 2)

Quoted prices

inputs (Level 2)

Derivative liabilities

Total Fair Value at December 31, 2021

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Quoted prices

inputs (Level 2)

inputs (Level 3)

Derivative liabilities

3 unchanged sentences

would include common shares that may be issued subject to existing rights with dilutive potential when applicable.

There were 106,623,280

potentially issuable shares from the conversions of convertible debentures outstanding that were excluded in dilutive outstanding shares

for the year ended December 31, 2022, due to the anti-dilutive effect these would have on net loss per share.

There were 144,264,247

such shares issuable as of December 31, 2021.

We do not currently have adequate authorized but unissued shares to satisfy our obligations

should all instruments eligible to convert to common stock be exercised.

We are not currently contemplating an increase in our authorized

shares but may do so in the future.

There were approximately

216,834,000 and 106,623,280 potentially issuable shares from the conversions of convertible debentures outstanding that were excluded

in dilutive outstanding shares for the years ended December 31, 2023 and 2022, respectively, due to the anti-dilutive effect these would

have on net loss per share.

We do not currently have adequate authorized but unissued shares to satisfy our obligations should all instruments

eligible to convert to common stock be exercised.

We are not currently contemplating an increase in our authorized shares but may do

so in the future.

taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus

18 unchanged sentences

Issued Accounting Pronouncements

have implemented all new accounting pronouncements that are in effect.

These pronouncements did not have any material impact on our financial

statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued

that might have a material impact on our financial position or results of operations.

3 — GOING CONCERN

accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a

Company continually assesses any new accounting pronouncements to determine their applicability.

When it is determined that a new accounting

pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change

to its Consolidated Financial Statements and assures that there are proper controls in place to ascertain that the Company’s Consolidated

Financial Statements properly reflect the change.

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)—Accounting for Convertible Instruments and

Contracts in an Entity’s Own Equity.

ASU 2020-06 reduces the number of accounting models for convertible debt instruments

and convertible preferred stock.

For convertible instruments with conversion features that are not required to be accounted for as derivatives

under Topic 815, Derivatives and Hedging , or that do not result in substantial premiums accounted for as paid-in capital,

the embedded conversion features no longer are separated from the host contract.

ASU 2020-06 also removes certain conditions that should

be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in

Entity’s Own Equity , and clarify the scope and certain requirements under Subtopic 815-40.

In addition, ASU 2020-06 improves

the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity.

ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding

entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including

interim periods within those fiscal years.

For all other entities, the amendments are effective for fiscal years beginning after December

15, 2023, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning

after December 15, 2020, including interim periods within those fiscal years.

The Board specified that an entity should adopt the guidance

as of the beginning of its annual fiscal year.

December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 expands existing income tax disclosures for

rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds

and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions.

ASU 2023-09 is effective for annual

periods beginning after December 15, 2024;

early adoption is permitted.

The Company does note expect the updated guidance to have a material

impact on its disclosures.

December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60):

Accounting for

and Disclosure of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria.

Bitcoin meets

this criteria.

The amendments require crypto assets meeting the criteria to be recognized at fair value with changes recognized in net

income each reporting period.

Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of

the beginning of the annual reporting period of adoption.

ASU 2023-08 is effective for fiscal years beginning after December 15, 2024,

including interim periods within those fiscal years.

Early adoption is permitted.

The Company elected to early adopt ASU 2023-08 for

the year ended December 31, 2023.

The updated guidance is not expected to have a material impact on the Company’s disclosures.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU

ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses

regularly provided to the CODM, requiring disclosure of the title and position of the CODM and explanation of how the reported measures

of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources.

ASU 2023-07 is effective

for the Company for annual periods beginning after December 31, 2023;

early adoption is permitted.

The updated guidance is not expected

to have a material impact on the Company’s disclosures.

June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on

Financial Instruments , which was codified with its subsequent amendments as Accounting Standards Codification (“ASC”)

Topic 326, Financial Instruments – Credit Losses (“ASC 326”).

ASC 326 seeks to provide financial

statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables,

and other commitments to extend credit held by a reporting entity at each reporting date.

The amendments require an entity to replace

the incurred loss impairment methodology in other GAAP with a methodology that reflects current expected credit losses and requires consideration

of a broader range of reasonable and supportable information to inform credit loss estimates.

The updated guidance is effective for the

Company for annual reporting periods beginning after December 15, 2022, and early adoption is permitted.

The updated guidance is

not expected to have a material impact on the Company’s disclosures.

3 — GOING CONCERN

accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as

a going concern.

We had a working capital deficiency of $ 19,329,094 as of December 31, 2023, and a net loss from continuing operations

5 unchanged sentences

profitable operations.

The accompanying financial statements do not include any adjustments that may be necessary if we are unable to

continue as a going concern.

The accompanying unaudited consolidated financial statements do not include any adjustments that may be necessary

if we are unable to continue as a going concern.

the coming year, our foreseeable cash requirements will relate to development of business operations and associated expenses.

38 unchanged sentences

No demand for payment has been made.

the year ended December 31, 2022, we made repayments to related parties of $ 154,832 had other noncash reductions of $ 422,315 .

the year ended December 31, 2021, we made repayments to related parties of $ 396,797 and had other noncash reductions of $ 82,018 .

were $ 21,882 and $ 21,882 of short-term advances due to related parties as of December 31, 2022 and 2021.

were $ 21,882 and $ 21,882 of short-term advances due to related parties as of December 31, 2023 and 2022, respectively.

have agreed to issue stock options to Iehab Hawatmeh, our president, as compensation for services provided as our chief executive officer.

The terms of his employment agreement require us to grant options to purchase 6,000 shares of our stock each year, with an exercise $ 0.10 .

We issued options to purchase 6,000 and 6,000 shares of common stock during the years ended December 31, 2022 and 2021, respectively.

There were options to purchase 6,000 shares of common stock that expired during each year ended December 31, 2022 and 2021.

held outstanding options to purchase 30,000 and 30,000 shares of common stock as of December 31, 2022 and 2021, respectively.

13–Stock Options and Warrants.

The terms of his employment agreement require us to grant options to purchase 6,000 shares of our stock each year, with an exercise price

Hawatmeh held outstanding options to purchase 30,000 shares of common stock as of December 31, 2023.

See Note 13–Stock

Options and Warrants.

of December 31, 2023 and 2022, we owed our president a total of $ 433,379 and $ 433,379 , respectively, in unsecured advances.

3 unchanged sentences

These amounts are included in our liabilities from discontinued operations.

of December 31, 2022 and 2021, we owed a total of $ 13,740 and $ 13,740 , respectively, to a related party through trade payables incurred

in the normal course of business.

of December 31, 2023 and 2022, we owed a total of $ 0 and $ 13,740 , respectively, to a related party through trade payables incurred in

the normal course of business.

These amounts are shown as a separate related-party payable on the balance sheet as of each reporting

the year ended December 31, 2022, we had a net increase in deposits with a related-party inventory supplier totaling $ 330,591 .

the year ended December 31, 2023, we had a net decrease in deposits with a related-party inventory supplier totaling $ 193,222 .

party is an entity controlled by our chief executive officer.

1 unchanged sentence

paid for inventory in arm’s-length transactions.

Total inventory purchases from the related party were $ 341,734 and $ 1,186,645

during the years ended December 31, 2022 and 2021, respectively.

Total inventory purchases from the related party were $ 837,618 and $ 341,734 during

the periods ended December 31, 2023 and 2022, respectively.

6 — OTHER ACCRUED LIABILITIES

2 unchanged sentences

liabilities consist of the following:

SCHEDULE OF ACCRUED LIABILITIES

December 31, 2022

December 31, 2021

OF ACCRUED LIABILITIES

Tax liabilities

Accrued Royalty - Globrands LLC

accrued liabilities as of December 31, 2023 and 2022, include a non-interest-bearing payable totaling $ 45,000 and $ 45,000 , respectively,

1 unchanged sentence

payroll and compensation liabilities consist of the following:

SCHEDULE OF ACCRUED PAYROLL AND COMPENSATION LIABILITIES

December 31, 2022

December 31, 2021

OF ACCRUED PAYROLL AND COMPENSATION LIABILITIES

Director fees

24 unchanged sentences

In September 2018, the appellate court affirmed the judgment of the circuit court.

have accrued $ 17,205,599 as of December 31, 2022 and 2021, related to this judgment, which is included in liabilities in discontinued

balance due related to this judgment, has been included in liabilities in discontinued operations.

As of December 31, 2023, the Company

received legal representation that the judgement can no longer be enforced after seven years, as a result, the Company has recognized

a gain from discontinued operations of $ 18,878,359 of time barred debt previously included in liabilities from discontinued operations.

Payroll Taxes, Interest, and Penalties

November 2004, the IRS accepted our amended offer in compromise (the “Offer”) to settle delinquent payroll taxes, interest,

and penalties, which required us to pay $ 500,000 , remain current in our payment of taxes for five years , and forego claiming any net

operating losses for the years 2001 through 2015 or until we paid taxes on future profits in an amount equal to the taxes of $ 1,455,767

November 2004, the IRS accepted our amended offer in compromise (the “Offer”) to settle delinquent payroll taxes,

interest, and penalties, which required us to pay $ 500,000 ,

remain current in our payment of taxes for five

years , and forego claiming any net operating losses for the years 2001 through 2015 or until we paid taxes on future profits

in an amount equal to the taxes of $ 1,455,767

waived by the Offer.

In June 2013, we entered into a partial installment agreement to pay $ 768,526 in unpaid 2009 payroll taxes, which

required us to pay the IRS 5 % of cash deposits.

The monthly payments were to continue until the account balances were paid in full or

until the collection statute of limitation expired on October 6, 2020.

We are currently in communication with the IRS regarding the statute

of limitations on this settlement and appropriate next steps.

Amounts of $ 517,684 and $ 525,238 were due as December 31, 2022 and 2021,

respectively.

In June 2013, we entered into a partial installment agreement to pay $ 768,526

in unpaid 2009 payroll taxes, which required us to pay the IRS 5 %

of cash deposits.

The monthly payments were to continue until the account balances were paid in full or until the collection statute

of limitation expired on October 6, 2020.

We are currently in communication with the IRS regarding the statute of limitations on

this settlement and appropriate next steps.

During the year ended December 31, 2023, the Company wrote off $ 512,520

as time barred debt.

The amounts of $ 5,164

and $ 517,684

were due as December 31, 2023 and 2022, respectively.

engage Iehab Hawatmeh, our president and chief executive officer, through an employment agreement entered in August 2009 and amended

21 unchanged sentences

On January 1, 2020, we resumed accruing wages for our chief executive officer.

$ 345,000 was accrued during the year ended December 31, 2022.

$ 345,000 and $ 345,000 was accrued during the period ended December 31, 2023 and 2022, respectively.

also have an oral agreement with our other director that requires us to issue options to purchase 2,000 shares of our common stock each

9 unchanged sentences

Small Business Administration loan

was $ 300,165 and $ 252,665 of accrued interest due on these notes as of December 31, 2022 and 2021, respectively.

is $ 366,626 and $ 313,764 of accrued interest due on these notes as of December 31, 2023 and 2022, respectively.

9 — CONVERTIBLE DEBENTURES

7 unchanged sentences

Convertible debenture, 5 % stated interest rate, secured by all our assets, due on December 8, 2022

Convertible debenture, 5 % stated interest rate, secured by all our assets, due

on April 30, 2027

Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027

current portion

2 unchanged sentences

for the 20 trading days prior to conversion.

During the year ended December 31, 2021, the convertible debenture holder converted $ 6,750

of accrued but unpaid interest into 225,000 shares of our common stock.

of December 31, 2023 and 2022, we had accrued interest on the convertible debentures totaling $ 1,921,590 and $ 1,788,318 , respectively.

10 unchanged sentences

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

118.5 % - 120.4

Risk-free rates

Remaining life

fair values of the derivative instruments are measured each quarter, which resulted in a loss of $ 66,040 and $ 1,655,037 during the years

fair values of the derivative instruments are measured each quarter, which resulted in a loss of $ 292,100 and $ 66,040 during the year

ended December 31, 2023 and 2022, respectively.

As of December 31, 2022 and 2021, the fair market value of the derivatives aggregated

$ 1,004,837 and $ 938,794 , respectively.

11 – COMMON STOCK TRANSACTIONS

are authorized to issue up to 100,000,000 shares of $ 0.001 par value common stock.

the year ended December 31, 2021, we issued a total of 225,000 shares of common stock for the conversion of $ 6,750 of accrued interest.

As of December 31, 2023 and December 31, 2022, the fair market value of the derivatives

aggregated $ 1,296,937 and $ 1,004,837 , respectively.

11 — INCOME TAXES

20 unchanged sentences

related to amounts previously due to the IRS, as discussed in Note 6 – Other Accrued Liabilities.

As of December 31, 2023, we recognized an accrual for tax liability expense

of $ 50,888 for our LBC Products, Inc, subsidiary only.

of December 31, 2022, we recognized an accrual for tax liability expense of $ 50,888 for our LBC Products, Inc, subsidiary only.

not considered part of the consolidated company for tax purposes.

As of December 31, 2023, we recognized

a tax benefit of $ 8,533 for our LBC Products, Inc, subsidiary only.

LBC is not considered part of the consolidated company for tax purposes.

14 unchanged sentences

Allowance for doubtful accounts

Stock option expense

Amortization of debt discount

1 unchanged sentence

Valuation allowance

( 4,393,800 )

Income tax expense

1 unchanged sentence

Incentive Plans

the years ended December 31, 2022 and 2021, we granted to employees 8,000 and 8,000 options to purchase shares of common stock.

8,000 options granted during the year ended December 31, 2022, were valued using the following assumptions:

estimated five -year term,

estimated volatility of 118.5 %, and a risk-free rate of 1.37 %.

8,000 options granted during the year ended December 31, 2021, were valued using the following assumptions:

estimated five -year term,

estimated volatility of 91 %, and a risk-free rate of 1.61 %.

the year ended December 31, 2023, 8,000 options previously granted to employees expired.

During the same period we granted those same

employees 8,000 new options to purchase shares of common stock.

The value of the options is nominal;

therefore there is no current impact

to the financial statements.

of December 31, 2023 and 2022, we had no unrecognized compensation related to outstanding options that have not yet vested at year-end

that would be recognized in subsequent periods.

of December 31, 2022, there were 40,000 options issued and vested with a weighted average exercise price of $ 0.05 and a weighted average

remaining life of 2.93 years.

of December 31, 2023 and 2022, there were 40,000 options issued and vested with a weighted average exercise price of $ 0.03 and a weighted

average remaining life of 1.68 years.

Outstanding options as of December 31, 2023, consisted of:

6 unchanged sentences

The assets and liabilities associated with this business

are displayed as assets and liabilities from discontinued operations as of December 31, 2022 and 2021, as a result.

Additionally, the

revenues and costs associated with this business are displayed as losses from discontinued operations for the years ended December 31,

2022 and 2021.

are displayed as assets and liabilities from discontinued operations as of December 31, 2023 and 2022.

Additionally, the revenues and

costs associated with this business are displayed as losses from discontinued operations.

of December 31, 2023, the Company received legal representation that the judgement related to Play Beverages, LLC, (Note 7) can no longer

be enforced after seven years, as a result, the Company has recognized a gain from discontinued operations of $ 18,873,932 of time barred

debt previously included in liabilities from discontinued operations.

assets and liabilities included in discontinued operations were as follows:

13 unchanged sentences

Total liabilities from discontinued operations

(loss) income from discontinued operations for the years ended December 31, 2022 and 2021, were comprised of the following components:

gain (loss) from discontinued operations for the years ended December 31, 2023 and 2022, were comprised of the following components:

Years ended December 31,

Other income (expense):

Gain on settlement

Gain on Forgiveness of Debt

Interest expense

Gain on write off of accounts payable

Total other (expense) income

Net (loss) income from discontinued operations

Net gain (loss) from discontinued operations

$ ( 153,466 )

14 — SUBSEQUENT EVENTS

accordance with SFAS 165 (ASC 855-10), management has performed an evaluation of subsequent events through the date that the financial

statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial

accordance with SFAS 165 (ASC 855-10), management has performed an evaluation of subsequent events through the date that the unaudited

consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in

these unaudited consolidated financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data