What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-04-15 compared with 2024-04-19 · 229 added, 223 removed, 521 unchanged (46% of the section changed)

18 unchanged sentences

As discussed in Note

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.

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.

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

28 unchanged sentences

PCAOB ID #05525

We have served as the Company’s auditor

We have served as the Company’s

auditor since 2020.

Spokane, Washington

April 19, 2024

BALANCE SHEETS

December 31, 2023

December 31, 2022

Current assets:

2 unchanged sentences

Deposits on inventory

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

Accounts receivable, net

Other current assets

1 unchanged sentence

Investment in securities at cost

Right-of-use asset

Property and equipment, net of accumulated depreciation

2 unchanged sentences

Accounts payable

Cash overdraft

Liabilities for product returns and credits

Related-party payable

Accounts payable Related party

Short-term advances payable

25 unchanged sentences

( 24,405,561 )

( 42,067,045 )

Total liabilities and stockholders’ deficit

1 unchanged sentence

STATEMENTS OF OPERATIONS

For the Years Ended December 31,

For the Years Ended

Cost of sales

3 unchanged sentences

Total operating expenses

Income (loss) from operations

Loss from operations

Other income (expense)

2 unchanged sentences

Gain on forgiveness of debt

Gain on disposal of equipment

Impairment of investment

Loss on derivative valuation

( 1,161,498 )

Total other expense

( 1,996,615 )

Net loss from continuing operations

( 2,547,354 )

Gain (loss) from discontinued operations

(Loss) income from discontinued operations

Net (loss) income before income tax

( 2,701,240 )

Income tax benefit (expense)

Net (loss) income

1 unchanged sentence

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

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

Net (loss) income per common share, basic and diluted

Basic and diluted weighted average common shares outstanding

6 unchanged sentences

$ ( 42,067,045 )

Balance, December 31, 2023

( 59,017,191 )

( 21,778,685 )

Balance, December 31, 2022

( 59,017,191 )

3 unchanged sentences

Net income (loss)

( 2,626,876 )

Balance, December 31, 2024

7 unchanged sentences

Cash flows from operating activities

Net income (loss)

Net ( loss) income

$ ( 2,626,876 )

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

(Gain) loss from discontinued operations

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

Loss (gain) from discontinued operations

( 20,831,526 )

2 unchanged sentences

Debt discount amortization

Gain on disposal of equipment

Loss on impairment of investment

Gain on settlement of debt

Gain on forgiveness of debt

Amortization of right-of-use asset to rent expense

Changes in operating assets and liabilities:

7 unchanged sentences

Accrued liabilities

Payments for lease liability

Income tax liability

Accrued payroll and compensation

Accrued interest

Accrued tax liability

Net cash (used) provided by operating activities

Net cash used by operating activities

Cash flows from investing activities:

Purchase of property and equipment

Proceeds from sale of automobile

Net Cash used in investing activities

Cash flows from financing activities:

Bank overdraft

Repayments of loans payable

1 unchanged sentence

Repayments of related-party loans

Net Cash provided by (used in) financing activities

Net Cash provided by financing activities

Net change in cash

4 unchanged sentences

Cash paid for income taxes

accompanying notes are an integral part of these financial statements.

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

TO CONSOLIDATED FINANCIAL STATEMENTS

9 unchanged sentences

products, which led us to generating revenue during 2020 for the first time in several years.

Business continued to thrive in the States

and some international countries, expanding across borders and reaching new markets.

Despite challenges, The Company adapted and flourished,

driven by great brand and product categories.

This growth was not only boosted by the domestic economy but also established a global

presence, solidifying the foundation for future success.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

14 unchanged sentences

Intercompany accounts and transactions have been eliminated in consolidation.

preparing the financial statements in accordance with US GAAP, management is required to make estimates and assumptions that affect the

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

and the reported amounts of revenues and expenses during the reported periods.

Actual results could differ from those estimates.

Concentrations

37 unchanged sentences

to the delivery of product.

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.

The Company estimates credit losses based on the

Current Expected Credit Losses (CECL) model as required by ASC 326.

The allowance for credit losses is based on a variety of factors,

including historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions.

of December 31, 2024 and 2023, the Company has recorded an allowance for doubtful accounts of $ 4,839 and $ 0 , respectively.

in Securities

cost-method investment consists of an investment in a private digital multi-media technology company that totaled $ 300,000 at December

31, 2023 and 2022.

Because we owned less than 20 % of that company’s stock as of each date, and no significant influence or control

exists, the investment is accounted for using the cost method.

We evaluated the investment for impairment and determined there was none

during the periods presented.

cost-method investment consists of an investment in a private digital multi-media technology company that totaled $ 248,000 and $ 300,000

at December 31, 2024 and 2023, respectivley.

Because we owned less than 20 %

of that company’s stock as of each date, and no significant influence or control exists, the investment is accounted for using

the cost method.

Pursuant to ASC 321, the Company also searched for observable transactions in the investee’s stock and found

We evaluated the investment for impairment and determined that the investment was impaired as of December 31, 2024.

recognized a loss on an impairment of $ 52,000

as of December 31, 2024.

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 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.

component and total $ 28,803 (non-related-party) and $ 637 (related-party) as of December 31, 2024 and $ 26,983 (non-related-party) and

$ 224,411 (related-party) as of December 31, 2023.

most of tobacco related products, the Company pays in advance for Federal Excise Taxes and State Excise Taxes prior to receiving product.

1 unchanged sentence

balances consisted of the following:

SCHEDULE OF INVENTORY

December 31, 2023

December 31, 2022

Finished goods

17 unchanged sentences

Derivative liabilities are measured using level 3 inputs.

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

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

Quoted prices

inputs (Level 2)

inputs (Level 3)

Derivative liabilities

35 unchanged sentences

Issued Accounting Pronouncements

Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures, in November 2023.

This update enhances segment reporting disclosures to provide investors with more

useful and transparent information about a company’s operating segments.

Public companies must now disclose significant segment

expenses that are regularly reviewed by the chief operating decision-maker (CODM).

These expenses should be reported on an itemized basis,

providing more insight into segment profitability.

Companies must provide segment disclosures in both annual and interim reports.

disclosures apply to all public entities under FASB’s segment reporting rules.

Effective for fiscal years beginning after December

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

Early adoption is permitted.

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

3 unchanged sentences

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

of $ 543,166 for the year ended December 31, 2023.

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

We had a working capital deficiency of $ 21,839,245 , as of December 31, 2024, and a net loss from continuing operations of $ 2,547,354

for the year ended December 31, 2024.

As of December 31, 2024, we had an accumulated deficit of $ 61,644,067 .

These conditions

raise substantial doubt about our ability to continue as a going concern.

These conditions raise substantial

doubt about our ability to continue as a going concern.

ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan and eventually attain

profitable operations.

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.

The accompanying 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 the development of business operations and associated expenses.

experience a cash shortfall and be required to raise additional capital.

15 unchanged sentences

SCHEDULE OF PROPERTY AND EQUIPMENT AND ESTIMATED SERVICE LIVES

December 31, 2023

December 31, 2022

Useful Life (years)

Furniture and office equipment

2 unchanged sentences

recorded $ 4,340 and $ 4,507 of depreciation expense during the years ended December 31, 2024 and 2023.

the year ended December 31, 2024, the Company sold its vehicle resulting in a gain on disposal of $ 7,222 .

5 — RELATED PARTY TRANSACTIONS

14 unchanged sentences

were $ 19,952 and $ 21,882 of short-term advances due to related parties as of December 31, 2024 and 2023, 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 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.

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

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

held outstanding options to purchase 24,000 shares of common stock as of December 31, 2024.

See Note 11–Stock Options and Warrants.

of December 31, 2024 and 2023, 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, 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, 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.

All transactions were at a 2 % markup over the related-party’s cost

paid for inventory in arm’s-length transactions.

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

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

of December 31, 2024, the Company owes the CEO $ 7,059 for short term advances to the Company.

The advances are non-interest bearing and

due on demand.

the years ended December 31, 2024 and 2023, we had a net decrease in deposits with a related-party inventory supplier totaling $ 223,774

and $ 193,222 , respectively.

The related party is an entity controlled by our chief executive officer.

All transactions were at a 2 % markup

over the related-party’s cost paid for inventory in arm’s-length transactions.

Total inventory purchases from the related

party were $ 1,168,930 and $ 837,618 during the periods ended December 31, 2024 and 2023, respectively.

6 — OTHER ACCRUED LIABILITIES

2 unchanged sentences

liabilities consist of the following:

OF ACCRUED LIABILITIES

SCHEDULE OF ACCRUED LIABILITIES

Tax liabilities

3 unchanged sentences

payroll and compensation liabilities consist of the following:

OF ACCRUED PAYROLL AND COMPENSATION LIABILITIES

SCHEDULE OF ACCRUED PAYROLL AND COMPENSATION LIABILITIES

December 31, 2024

December 31, 2023

Director fees

29 unchanged sentences

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.

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.

The amounts of $ 5,164 and $ 5,164 were due as December 31, 2024 and 2023, 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 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

$ 345,000 and $ 345,000 was accrued during the periods ended December 31, 2024 and 2023, respectively.

have entered into agreements requiring us to pay certain royalties for the manufacture and distribution of licensed products.

3 unchanged sentences

SCHEDULE OF NOTES PAYABLE

December 31, 2023

December 31, 2022

Note payable to former service provider for past due account payable (current)

Note payable for settlement of debt (long-term)

Small Business Administration loan

Small Business Administration loans

is $ 402,906 and $ 366,626 of accrued interest due on these notes as of December 31, 2024 and 2023, respectively.

2 unchanged sentences

SCHEDULE OF CONVERTIBLE DEBENTURES

December 31, 2023

December 31, 2022

Convertible debenture, 5 % stated interest rate, secured by all our assets, due on May 30, 2022

3 unchanged sentences

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

Debt carrying amount

current portion

14 unchanged sentences

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

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

136.0 % - 139.62 %

Risk-free rates

4.09 % - 4.13 %

Remaining life

0.25 - 2.33 years

summary of the activity of the derivative liability for these notes is as follows:

SCHEDULE OF ACTIVITY OF THE DERIVATIVE LIABILITY

Balance at December 31, 2022

Derivative loss due to mark to market adjustment

Balance at December 31, 2023

Derivative loss due to mark to market adjustment

Balance at December 31, 2024

fair values of the derivative instruments are measured each quarter, which resulted in a loss of $ 1,161,498 and $ 292,100 during the years

ended December 31, 2024 and 2023, respectively.

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.

As of December 31, 2024 and 2023, the fair market value of the derivatives aggregated

$ 2,458,435 and $ 1,296,937 , respectively.

11 — STOCK OPTIONS AND WARRANTS

Incentive Plans

of December 31, 2024 and 2023, 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, 2024 and 2023, there were 32,000 and 40,000 options, respectively, issued and vested with a weighted average exercise

price of $ 0.01 .

Outstanding options as of December 31, 2024, consisted of:

OF STOCK OPTIONS OUTSTANDING

Average Remaining Life

Outstanding, December 31, 2023

Outstanding, December 31, 2024

Exercisable, December 31, 2024

12 — SEGMENTS

Company uses ASC 280, Segment Reporting , in determining its reportable segments.

The Company has two reportable segments based

Tobacco products and all other sources of revenue.

The guidance requires that segment disclosures present the measure(s) used

by the Chief Operating Decision Maker (“CODM”) to decide how to allocate resources and for purposes of assessing such segments’

The Company’s CODM is comprised of its executive management team who use revenue and expenses of the two reporting

segments to assess the performance of the business of our reportable operating segments.

following table details revenue, operating expenses, and assets for the Company’s reportable segments for the year ended December

OF SEGMENTAL INFORMATION

All other product lines

Current Assets:

Deposits on inventory

Deposits on inventory - related party

Accounts receivable

Other current assets

Total current assets

Investment in securities at cost

Property and equipment, net of accumulated depreciation

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

Cash overdraft

Liabilities for product returns and credits

Short-term advances payable

Short-term advances payable - related parties

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:

Note payable, net of current portion

Convertible debenture, net of current portion, net of discount

Total liabilities

Stockholders’ Equity:

Additional paid-in capital

Accumulated deficit

( 5,452,146 )

( 56,191,921 )

( 61,644,067 )

Total stockholders’ equity

( 5,452,146 )

( 18,953,415 )

( 24,405,561 )

Total liabilities and stockholders’ deficit

All other product lines

Cost of sales

Operating expenses:

Employee costs

Selling, general and administrative expenses

Total operating expenses

Loss from operations

Other income (expense):

Interest expense

Impairment of investment

Gain on disposal of equipment

Loss on derivative valuation

( 1,161,498 )

Total other expense

( 1,996,615 )

Net loss from continuing operations

( 2,097,327 )

( 2,547,354 )

Loss from discontinued operations

Net Loss before income tax

( 2,251,213 )

( 2,701,240 )

$ ( 450,027 )

$ ( 2,176,849 )

$ ( 2,626,876 )

13 — INCOME TAXES

15 unchanged sentences

million, respectively.

During the year ended December 31, 2019, we dissolved four subsidiaries that had total net operating loss

carryforwards of approximately $ 8.9 million, which were forfeited upon dissolution, reducing our deferred tax asset by approximately

$ 1.9 million.

In addition, the realization of tax benefits relating to net operating loss carryforwards is limited due to the settlement

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

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.

During the year ended December 31, 2019, we dissolved four subsidiaries that had total net operating loss carryforwards

of approximately $ 8.9 million, which were forfeited upon dissolution, reducing our deferred tax asset by approximately $ 1.9 million.

In addition, the realization of tax benefits relating to net operating loss carryforwards is limited due to the settlement related to

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

of December 31, 2024 and 2023, we recognized a tax benefit of $ 74,364 and $ 8,533 , respectively,

for our LBC Products, Inc, subsidiary only.

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

15 unchanged sentences

Amortization of debt discount

Related party accruals

Change in derivative liability

2 unchanged sentences

Income tax expense

12 — STOCK OPTIONS AND WARRANTS

Incentive Plans

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, 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:

SCHEDULE OF STOCK OPTIONS OUTSTANDING

Exercise Price

Average Exercise

Remaining Life

14 — DISCONTINUED OPERATIONS

4 unchanged sentences

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.

the year ended 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:

10 unchanged sentences

Current maturities of long-term debt

Related-party payable

Short-term advances payable

Total liabilities from discontinued operations

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

loss from discontinued operations for the years ended December 31, 2024 and 2023, were comprised of the following components:

Years ended December 31,

Other income (expense):

Other expense:

Gain on settlement

1 unchanged sentence

Interest expense

Net gain (loss) from discontinued operations

Net loss from discontinued operations

$ ( 153,886 )

15 — SUBSEQUENT EVENTS

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.

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

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