What changed in this filing

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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-04-06 · 397 added, 422 removed, 133 unchanged (86% of the section changed)

CONTROLS AND PROCEDURES

Management’s

Report on Disclosure Controls and Procedures

is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act

Rule 13a-15(f)).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the

Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s

internal control over financial reporting as of December 31, 2020 using the criteria established in “Internal Control -

Integrated Framework”

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not

be prevented or detected on a timely basis.

In its assessment of the effectiveness of internal control over financial reporting

as of December 31, 2020, the Company determined that there were control deficiencies that constituted material weaknesses, as

described below.

have an Audit Committee, but it does not currently contain an independent financial expert member.

While not being

legally obligated to have an audit committee, it is management’s view that such a committee, including a financial expert

member, is an utmost important entity level control over the Company’s financial statement.

Although we have an Audit

Committee, it does not currently include a member that is both a financial expert and considered to be independent of management

to provide the necessary oversight over management’s activities.

have inadequate cash controls.

Although we have separated cash handling and accounting functions, we do not require deal signature

on the Company’s bank accounts.

of December 31, 2020, the Company retains copies of all financial data and material agreements.

Although the financial data

are backed up in the cloud, the rest of the Company’s material agreements may not be.

In the event of theft, misplacement,

or loss due to fire or other unmitigated factors, it may not be possible for the Company to retain all of its material financial

data and agreements.

the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the

annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal

control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework

issued by COSO.

of Disclosure Controls and Procedures

maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Disclosure controls and procedures

refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the

SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial

officer, as appropriate, to allow timely decisions regarding required disclosure.

required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision

of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls

and procedures, as of December 31, 2021.

Based upon, and as of the date of this evaluation, our chief executive officer and chief financial

officer determined that our disclosure controls and procedures were sufficient.

Annual Report on Internal Controls over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally

accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the

Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December

31, 2021 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”).

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

In its assessment of the effectiveness of internal control over financial reporting as of December 31,

2021, the Company determined that there were no control deficiencies that constituted material weaknesses.

Control deficiencies that

existed in 2020 have been rectified.

The Company now has an independent financial expert on its Audit Committee;

and the Company backs

up all financial data and material agreements in the cloud so that in the event of theft, misplacement, or loss due to fire or other

unmitigated factors, the Company should still retain all of its material financial data and agreements.

a result, management has concluded that the Company maintains effective internal control over financial reporting as of December 31,

2021, based on criteria established in Internal Control—Integrated Framework issued by COSO.

weaknesses in our disclosure controls and procedures may be identified in the future.

Should we discover such conditions, we intend to

remediate them as soon as practicable.

We are committed to taking appropriate steps for remediation, as needed.

internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective

can provide only reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

in Internal Control over Financial Reporting

has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted

of the effectiveness of our internal control over financial reporting as of December 31, 2020, that occurred during our fourth

fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public

accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this

annual report.

has been a change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness

of our internal control over financial reporting as of December 31, 2020., that occurred during our fiscal year 2021 that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company now has an independent

financial expert on its Audit Committee, and the Company now backs up all financial data and material agreements in the cloud so that

in the event of theft, misplacement, or loss due to fire or other unmitigated factors, the Company should still retain all of its material

financial data and agreements.

In addition, the Company now has multiple persons reviewing and reconciling the bank account and our financial

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

– DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Significant Employees

following table sets forth information with respect to the Company’s directors and executive officers.

Other than these

persons, there are no significant employees.

Executive Officer and Chairman

Financial Officer and Director

and Secretary

Slager became a director in October 2016, the Chief Technology Officer on April 1, 2017, the CEO on July 6, 2018, and Chairman

on February 26, 2019.

Slager is a seasoned business professional with significant experience in corporate finance, venture

capital, and entrepreneurship.

following table sets forth information with respect to the Company’s directors and executive officers.

Benjamin Slager

Chief Executive

Officer and Chairman

Anthony Santelli

Chief Financial Officer and

Director and Secretary

Slager became a director in October 2016, the Chief Technology Officer on April 1, 2017, the CEO on July 6, 2018, and Chairman on

February 26, 2019.

Slager is a seasoned business professional with significant experience in corporate finance, venture capital,

and entrepreneurship.

He has a proven record in founding, developing and selling high tech companies.

He is the inventor

of the CTS 2.0 technology.

He is the inventor of the CTS 2.0

Slager began his career in 1987 as a financial analyst with a venture capital firm, NesBic Holding BV, in Utrecht, the Netherlands.

He also served as a market maker on the European Option Exchange in Amsterdam, while working for International Option Investment

BV, in Amsterdam.

Slager turned his focus to sales and marketing while serving as a sales engineer and international

sales director for NesBic Holding BV, in Utrecht.

Slager began a 19-year career as an entrepreneur and corporate

CEO when he co-founded Microidentt Group AG, in Erfurt, Germany.

Microidentt’s core business focus was on manufacturing,

developing, marketing, and sales of smartcards, smartcard related products and industry identification transponders worldwide.

Slager received his Bachelor of Science in Chemical Engineering from Technical College of Chemical Engineering in Hilversum, the

Netherlands, in 1985.

He also received a degree in Business Administration from Nijenrode University for Business Administration

The Company’s board determined that Mr.

Slager is well-qualified to serve in senior management and member of the

board of directors.

He is not a director of any other public company.

Santelli II became a director on May 4, 2018, the Chair of the Audit Committee on May 11, 2018, the Chief Operating Officer

also served as a market maker on the European Option Exchange in Amsterdam, while working for International Option Investment BV, in

Slager turned his focus to sales and marketing while serving as a sales engineer and international sales director

for ASM Pacific technologies in the Netherlands.

Slager began a 28-year career as a serial entrepreneur in starting, developing,

and selling technically innovative companies.

He was the Founder and CEO of NedCard and MicroIdentt a company assembling chips for bank

cards and other electronic identification carriers.

He started and grew that company from zero to a $100 million revenue base with affiliates

in several countries.

Further Ben was founder and CEO of SolarExcel BV, which had a patented solution to increase solar cell performance.

He was also the CEO of Novameer BV, a company with high tech patented fibers.

Ben sold off all of these companies to large multinationals.

He has 20 families of patents summing to 108 in his name, divided over different territories in the world, including the CTS 2.0 process

that is owned by Blue Biofuels.

Slager received his Bachelor of Science in Chemical Engineering from Technical College of Chemical Engineering in Hilversum, the Netherlands,

He also received a degree in Business Administration from Nijenrode University for Business Administration in 1987.

The Company’s

board determined that Mr.

Slager is well-qualified to serve in senior management and member of the board of directors through his experience

developing our technology and his prior experience founding, developing and selling technology companies.

He is not a director of any

other public company

Santelli II became a director on May 4, 2018, the Chair of the Audit Committee on May 11, 2018, until 2020, the Chief Operating Officer

on October 20, 2018, and the CFO on February 1, 2020.

His financial expertise along with his experience restructuring and building

companies is the reason he was selected to be a board member and senior executive.

Dr Santelli served as a money manager for 20

years as the Founder and Chief Executive Officer of AES Capital, a hybrid venture capital-hedge fund management company.

is an entrepreneur who has started, helped finance, or turnaround, various private companies and micro-cap publicly traded companies

concentrating in the mining, energy and alternative energy fields.

He has served in senior management and board positions at various

private and micro-cap companies, although he has not served on the board of any other public company in the past five years.

previously was employed by Andersen Consulting, now known as Accenture, rising to the level of a Senior Management Systems Consultant

before going to graduate school.

His financial expertise along with his experience restructuring and building companies

is the reason he was selected to be a board member and senior executive.

Santelli served as a money manager for 20 years as the Founder

and Chief Executive Officer of AES Capital, a hybrid venture capital-hedge fund management company.

Santelli is an entrepreneur who

has started, helped finance, or turnaround, various private companies and micro-cap publicly traded companies concentrating in the mining,

energy and alternative energy fields.

He has served in senior management and board positions at various private and micro-cap companies,

although he has not served on the board of any other public company in the past five years.

He previously was employed by Andersen Consulting,

now known as Accenture, rising to the level of a Senior Management Systems Consultant before going to graduate school.

Santelli received his M.A.

in Economics from George Mason University, did graduate studies in economics and finance

at NYU, and has a B.S.

in Economics from George Mason University, did graduate studies in economics and finance at NYU,

and has a B.S.

in Industrial Engineering from Cornell University.

He had taught economics and finance at Union College

and George Mason University prior to creating AES Capital.

He had taught economics and finance at Union College and George Mason

University prior to creating AES Capital.

He is not a director of any other public company.

F Sills became a director of the Company in July 2015.

Sills has worked for the Defense Leadership Forum since 2014 as

National Program Director for the Defense Contracting Summit Conferences.

He has extensive experience planning and directing international

industrial, infrastructure, environmental and energy initiatives, having served as a member of the Danube Task Force, the governing

council that ran the Danube Basin Environmental Restoration Program led by the World Bank, the European Bank for Reconstruction

& Development and the UN Development Program, involving 13 countries from Austria to Moldova.

Sills has worked for the Defense Leadership Forum since 2014 as National

Program Director for the Defense Contracting Summit Conferences.

He has extensive experience planning and directing international industrial,

infrastructure, environmental and energy initiatives, having served as a member of the Danube Task Force, the governing council that

ran the Danube Basin Environmental Restoration Program led by the World Bank, the European Bank for Reconstruction & Development

and the UN Development Program, involving 13 countries from Austria to Moldova.

He also served on the Japan-U.S.

Joint Fund for Social & Economic Development in Central/Eastern Europe, the Helsinki Commission focused on the environmental

clean-up of the Baltic Sea, the Kaliningrad Defense Conversion Initiative, and the NGO Delegation to NAFTA, where he helped draft

the Environmental Supplements.

Sills was responsible for securing major funding support for the Smithsonian Institute’s

biodiversity preservation/cancer cure research program in Brazil’s Amazon region;

for the Sassari, Sardinia symposium on

ozone depletion organized by the International Council of Scientific Unions;

and for the White House Presidential Awards program

sponsored by the President’s Council on Sustainable Development.

Joint Fund for Social

& Economic Development in Central/Eastern Europe, the Helsinki Commission focused on the environmental clean-up of the Baltic Sea,

the Kaliningrad Defense Conversion Initiative, and the NGO Delegation to NAFTA, where he helped draft the Environmental Supplements.

Sills was responsible for securing major funding support for the Smithsonian Institute’s biodiversity preservation/cancer cure

research program in Brazil’s Amazon region;

for the Sassari, Sardinia symposium on ozone depletion organized by the International

Council of Scientific Unions;

and for the White House Presidential Awards program sponsored by the President’s Council on Sustainable

He is not a director of any other public company.

Sills has been engaged in the renewable energy sector since the 1980’s, when he led the Martin Marietta Aerospace (now Lockheed

Martin) team that won the contract for and installed the world’s largest (at that time) solar photovoltaic energy installation,

Sills has been engaged in the renewable energy sector since the 1980’s, when he led the Martin Marietta Aerospace (now Lockheed

Martin) team that won the contract for and installed the world’s largest (at that time) solar photovoltaic energy installation,

under a pilot program co-funded by the U.S.

and Saudi Arabian Governments;

researched and wrote a worldwide survey of renewable

energy technologies and commercialization opportunities;

researched and wrote a worldwide survey of renewable energy

technologies and commercialization opportunities;

and testified before Congress on the need for pro-active U.S.

support for advanced renewable energy R&D and demonstration programs.

Currently, he serves on both the Defense & Security

Advisory Committee and the International Advisory Committee for the American Council on Renewable Energy (ACORE);

and serves as

a Board Member and Advisor on Energy and Environment for the Eurasia Center/Eurasian Business Coalition, where he has planned

and moderated conferences on “Doing Business with the BRICS (Brazil, Russia, India, China and South Africa)”, and

energy and infrastructure investment opportunities associated with the “New Silk Road”.

has extensive experience in Government Contracting, and an advocate for Small Business access to Federal and Military contracting

opportunities, which is the reason he was chosen to be a director.

(He is not a director of any other public company.) He has

served as a member of the U.S.

Chamber of Commerce’s Small Business Council, and an observer to the White House sponsored

Inter-Agency Task Force on Veterans Business Development.

He is President of FED/Contracting LLC, a consultancy that assists Small

Businesses in partnering with Prime Contractors, and helps the Prime Contractors qualify Veteran and Minority vendors as teammates

for project opportunities with mandated Diversity Supplier content.

Government support for

advanced renewable energy R&D and demonstration programs.

Currently, he serves on both the Defense & Security Advisory Committee

and the International Advisory Committee for the American Council on Renewable Energy (“ACORE”);

and serves as a Board Member

and Advisor on Energy and Environment for the Eurasia Center/Eurasian Business Coalition, where he has planned and moderated conferences

on “Doing Business with the BRICS (Brazil, Russia, India, China and South Africa)”, and energy and infrastructure investment

opportunities associated with the “New Silk Road”.

has extensive experience in Government Contracting, and an advocate for Small Business access to Federal and Military contracting opportunities,

which is the reason he was chosen to be a director.

(He is not a director of any other public company.) He has served as a member of

Chamber of Commerce’s Small Business Council, and an observer to the White House sponsored Inter-Agency Task Force on

Veterans Business Development.

He is President of FED/Contracting LLC, a consultancy that assists Small Businesses in partnering with

Prime Contractors, and helps the Prime Contractors qualify Veteran and Minority vendors as teammates for project opportunities with mandated

Diversity Supplier content.

Based on the U.S.

Defense Dept.

‘Mentor-Protégé’

program that he managed, Trillacorpe Construction, a Service-Disabled Veteran-Owned Small Business, was awarded the 2010 Defense

Department Nunn-Perry Award for “superior performance in the areas of business growth and return on investment, Government

contracting, technical performance and quality management”.

‘Mentor-Protégé’ program that he managed, Trillacorpe

Construction, a Service-Disabled Veteran-Owned Small Business, was awarded the 2010 Defense Department Nunn-Perry Award for “superior

performance in the areas of business growth and return on investment, Government contracting, technical performance and quality management”.

Bolton became a director of the Company in July 2015.

Bolton had been retired since 2010.

Bolton was selected to

the board for his agriculture industry experience and his expertise with climate change.

Although not a member of any other corporate

board, he is a seasoned business professional with significant experience in production agriculture.

From the management of fertilizer

and chemical plants, to the development and integration of a precision farming system for a national fertilizer and chemical distribution

company, George has worked to develop and integrate new technologies for agriculture.

Bolton was selected to the board

for his agriculture industry experience and his expertise with climate change.

Although not a member of any other corporate board, he

is a seasoned business professional with significant experience in production agriculture.

From the management of fertilizer and chemical

plants to the development and integration of a precision farming system for a national fertilizer and chemical distribution company,

George has worked to develop and integrate new technologies for agriculture.

to becoming a director of the Company, Mr.

Bolton recognized the impact carbon intensity would have on agriculture.

was one of the founders of AgCert International, and co-author of the first agricultural baseline methodology approved by the

United Nations Framework Convention on Climate Change (UNFCC) AM0016:

Greenhouse gas mitigation from improved animal waste

management systems in confined animal feeding operations .

Under his direction this methodology was the catalyst which allowed

AgCert International to construct over 725 biodigesters impacting more than 94% of the qualifying concentrated animal feeding

operations in Mexico and Brazil.

The construction and operation of these biodigesters dramatically improved each farms local environment

impact while also lowering their carbon intensity.

The cooperation between AgCert and the local farmers enabled the use of the

Clean Development Mechanism of the UNFCC to produce and market millions of certified emissions for the purchasers, as well as

covering the costs of each farms biodigesters.

Bolton was one

of the founders of AgCert International, and co-author of the first agricultural baseline methodology approved by the United Nations

Framework Convention on Climate Change (UNFCC) AM0016:

Greenhouse gas mitigation from improved animal waste management systems in

confined animal feeding operations .

Under his direction this methodology was the catalyst which allowed AgCert International to construct

over 725 biodigesters impacting more than 94% of the qualifying concentrated animal feeding operations in Mexico and Brazil.

The construction

and operation of these biodigesters dramatically improved each farms local environment impact while also lowering their carbon intensity.

The cooperation between AgCert and the local farmers enabled the use of the Clean Development Mechanism of the UNFCC to produce and market

millions of certified emissions for the purchasers, as well as covering the costs of each farm’s biodigesters.

Zimeri is self-employed and has been semi-retired since 2010.

He has been the single largest private producer of electricity

in Central America through his ownership and operation of five power plants producing 120 MW of electricity.

He has also been

the owner of a textile plant with a workforce of over 3000.

He has degrees in Mechanical and Aeronautical Engineering from Georgia

He has been a board member of the International Civil Aviation Organization and has extensive contacts in the aviation world,

which is the reason he was selected to be a director, along with his experience managing plants.

He is not currently a member

of any other corporate board.

(Ned) Burke has been a director of the Company since 2020 and previously served in the financial services industry for the

last 36 years, and his extensive contacts are the reason he was selected to be a board member.

He recently retired as CEO of ALPS

Holdings Inc., a wholly owned subsidiary of SS&C Technologies Inc.

Ned joined ALPS in 1992 as National Sales Manager, was

named President in 2000 and became CEO in 2005 with the acquisition of ALPS by private equity firm Lovell Minnick Partners.

was then acquired by DST Systems in 2011 and he remained CEO through DST being acquired by SS&C until his retirement in 2019.

From the time he became president in 2000 through his retirement in 2019, his company’s revenue grew from approximately

$10 million to over $220 million.

Prior to ALPS, he held Regional Vice President positions with Fidelity Investments and Pioneer

He has been the single largest private producer of electricity in Central

America through his ownership and operation of five power plants producing 120 MW of electricity.

He has also been the owner of a textile

plant with a workforce of over 3000.

He has degrees in Mechanical and Aeronautical Engineering from Georgia Tech.

He has been a board

member of the International Civil Aviation Organization and has extensive contacts in the aviation world, which is the reason he was

selected to be a director, along with his experience managing plants.

He is not currently a member of any other corporate board.

(Ned) Burke has been a director of the Company since 2020 and previously served in the financial services industry for the last 36

years, and his extensive contacts are the reason he was selected to be a board member.

He recently retired as CEO of ALPS Holdings Inc.,

a wholly owned subsidiary of SS&C Technologies Inc.

Ned joined ALPS in 1992 as National Sales Manager, was named President in 2000

and became CEO in 2005 with the acquisition of ALPS by private equity firm Lovell Minnick Partners.

ALPS was then acquired by DST Systems

in 2011 and he remained CEO through DST being acquired by SS&C until his retirement in 2019.

From the time he became president in

2000 through his retirement in 2019, his company’s revenue grew from approximately $10 million to over $220 million.

Prior to ALPS,

he held Regional Vice President positions with Fidelity Investments and Pioneer Investments.

Burke currently serves on the boards of 4 investment company complexes:

Financial Investors Trust, ALPS ETF Trust, Clough Global

Funds and Liberty AllStar Funds.

Financial Investors Trust, ALPS ETF Trust, Clough Global Funds

and Liberty AllStar Funds.

He also is an investor/advisor to a number of small companies.

He has a B.A.

in Economics from

the University of New Hampshire.

in Economics from the University

of New Hampshire.

Committee and Audit Committee Financial Expert

Company has had a functioning audit committee as of May 2018, that then consisted of Anthony Santelli as chair and financial expert,

and Charles Sills and two former board members.

Anthony Santelli remained the Chair and financial expert on the audit committee

until June 26, 2020, at which point he stepped down from the Chair and was replaced by George Bolton.

From that date to the present,

George Bolton has been the Chair and Charles Sills and Anthony Santelli the remaining other members.

Company’s board of directors has an audit committee which currently consists of Edmund Burke (chair), George Bolton, and Charles

Burke is the audit committee financial expert.

Board Committees

Company’s board of directors has a compensation committee consisting entirely of independent directors, with Peter Zimeri as chair

and Edmund Burke and Charles Sills as the other members.

Company has established a nominating and corporate governance committee, consisting entirely of independent directors, with Edmund Burke

serving as chair and George Bolton and Peter Zimeri as the other members.

in Certain Legal Proceedings

the past five years no director, person nominated to become a director, executive officer, promoter or control person of the Company

(i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive

officer either at the time of the bankruptcy or within two years prior to that time;

(ii) been convicted in a criminal proceeding

or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(iii) been subject to

any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently

or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking

or (iv) been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures

Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,

suspended, or vacated except for the following:

(i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

(ii) been convicted in a criminal proceeding or been subject

to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(iii) been subject to any order, judgment,

or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining,

barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

or (iv) been found

by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated except for the following:

of the directors of the Company (Messrs.

Slager, Santelli, Sills and Bolton) were directors or executive officers of the Company

at the time of the Company’s filing of a Voluntary Petition for Non-Individuals Filing for Bankruptcy pursuant to Chapter

11 of the United States Bankruptcy Act in the United States Bankruptcy Court for the Southern District of Florida (Case No.

18-23071-EPK)

on October 22, 2018.

Slager, Santelli, Sills and Bolton) were directors or executive officers of the Company at the

time of the Company’s filing of a Voluntary Petition for Non-Individuals Filing for Bankruptcy pursuant to Chapter 11 of the United

States Bankruptcy Act in the United States Bankruptcy Court for the Southern District of Florida (Case No.

18-23071-EPK) on October 22,

This Bankruptcy Proceeding was closed on October 25, 2019.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Act of 1934 requires the Company’s officers and directors, and greater than 10% stockholders, to

file reports of ownership and changes in ownership of its securities with the Securities and Exchange Commission.

Copies of the

reports are required by SEC regulation to be furnished to the Company.

The Company filed a Form 15 in 2018 ceasing to be a “reporting

Company”.

On January 5, 2021, the Company filed a Form 10, which became effective 60 days later, on March 8, 2021.

the date of this filing, all officers and directors and greater than 10% shareholders have filed reports in accord with these

Company’s board of directors has adopted a code of ethics that its officers, directors and any person who may perform similar

functions is subject to.

Our shares of common stock are registered under

the Securities Exchange Act of 1934, and therefore our officers, directors and holders of more than 10% of our outstanding

shares are subject to the provisions of Section 16(a) of such Act which requires them to file with the SEC initial reports

of ownership and reports of changes in ownership of common stock and our other equity securities.

Officers, directors and greater

than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they

The Company filed a Form 15 in 2018 ceasing to be a “reporting Company”.

On January 5, 2021, the Company filed

a Form 10, which became effective 60 days later, on March 8, 2021.

Based solely upon our review of reports submitted to us during

the fiscal year ended December 31, 2021, The following table sets forth the name of any such person that failed to file the required

forms on a timely basis, including the number of late reports, the number of transactions not reported on a timely basis and any known

failure to file a required form.

of late reports

of transactions not reported timely

Company’s board of directors has adopted a code of ethics that its officers, directors and any person who may perform similar functions

is subject to.

The Code of Ethics does not indicate the consequences of a breach of the code.

If there is a breach,

the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate,

which action may include dismissal of the employee who breached the code.

If there is a breach, the board of directors

would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal

of the employee who breached the code.

– EXECUTIVE COMPENSATION

Company’s board of directors has a compensation committee consisting entirely of independent directors, with Peter Zimeri

as chair and George Bolton and Charles Sills as the other members.

The Company’s compensation philosophy is based on its

belief that its compensation programs should be aligned with stockholders’

interests and business objectives;

Company’s board of directors has a compensation committee consisting entirely of independent directors, with Peter Zimeri as chair

and Edmund Burke and Charles Sills as the other members.

The Company’s compensation philosophy is based on its belief that its

compensation programs should be aligned with stockholders’ interests and business objectives;

reward performance;

and be externally competitive and internally equitable.

The Company seeks to achieve three objectives, which serve as guidelines

in making compensation decisions:

and be externally

competitive and internally equitable.

The Company seeks to achieve three objectives, which serve as guidelines in making compensation

a total compensation package which is competitive and therefore enables it to attract and retain, high-caliber executive personnel;

compensation programs with its short-term and long-term strategic plan and business objectives;

achievement of business objectives and enhancement of stockholder value by providing executive management log-term incentive

through equity ownership.

achievement of business objectives and enhancement of stockholder value by providing executive management log-term incentive through

equity ownership.

Company may compensate its officers with cash compensation, common stock and common stock options.

The Company has not established

any quantifiable criteria with respect to the level of compensation, stock grants or options.

Rather, the Board of Directors and

its compensation committee will evaluate cash, stock grants and stock options paid to executives in similarly situated companies.

respect to stock grants and options which may be issued to the Company’s officers and directors, the Board and its compensation

committee will consider an overall compensation package that includes both cash and stock-based compensation which would be in

line with the Company’s overall operations and compensation levels paid to similarly situated companies.

Under the Company’s

2012 Employee, Director Stock Plan, the administrator can provide for the grant of non-qualified stock options (“Non-Qualified

Stock Options”), incentive stock options (“ISOs”, together with Non-Qualified Stock Options referred to herein

as “Stock Options”), stock appreciation rights (“SARs”), restricted stock (“Restricted Stock”)

and registered stock (“Registered Stock”), (collectively, the “Awards”) to eligible Participants.

The Company has not established any

quantifiable criteria with respect to the level of compensation, stock grants or options.

Rather, the Board of Directors and its compensation

committee will evaluate cash, stock grants and stock options paid to executives in similarly situated companies.

respect to stock grants and options which may be issued to the Company’s officers and directors, the Board and its compensation

committee will consider an overall compensation package that includes both cash and stock-based compensation which would be in line with

the Company’s overall operations and compensation levels paid to similarly situated companies.

Under the Company’s 2012 Employee,

Director Stock Plan, the administrator can provide for the grant of non-qualified stock options (“Non-Qualified Stock Options”),

incentive stock options (“ISOs”, together with Non-Qualified Stock Options referred to herein as “Stock Options”),

stock appreciation rights (“SARs”), restricted stock (“Restricted Stock”) and registered stock (“Registered

Stock”), (collectively, the “Awards”) to eligible Participants.

of the date of this filing, the Company has two executives.

on January 1, 2021, Ben Slager, CEO, has an employment contract to receive a salary of $360,000 per annum until at least June 30, 2022.

30, 2022, and until all his back pay due is paid.

He will receive a $40,000 bonus plus health insurance.

In addition, he must

be given 6-months’

notice of termination, and shall receive a severance package of one-month’s pay in addition

to the 6-months’

notice, or 3 months’

salary if he dies.

If there is a change of control, all his options

His prior employment contracts from when he was Chief Technology Officer and CEO, dating back to 2017, all had his

salary at $220,000 per annum.

He received a $40,000 bonus in early 2021 and has health insurance covered.

In 2021, he also received his back pay from multiple prior

The board awarded one months’ salary as a bonus to all employees employed in 2020 who remained employed in 2021.

he must be given 6-months’ notice of termination, and shall receive a severance package of one-month’s pay in addition to

the 6-months’ notice, or 3 months’ salary if he dies.

If there is a change of control, all his options shall vest.

January 1, 2021, Anthony Santelli, CFO, has an employment contract to receive a salary of $250,000 per annum, and may not be terminated

until all his back pay due is paid.

In addition, the CFO must be given 6-months’

notice of termination and shall

receive a severance package of one-month’s pay in addition to the 6-months’

notice, or 3 months’

salary if he dies.

If there is a change of control, all his options shall vest.

His prior contracts as CFO and COO dating from

October 20, 2018, had his salary at $200,000 per annum.

of December 31, 2020, Ben Slager is owed $440,682 in back pay dating as far back as 2017, along with interest of $56,151.

September 30, 2020, Anthony Santelli is owed $148,218 in back pay plus $16,033 in unpaid director’s fees, along with interest

of December 31, 2020, AES Financial Advisors, LLC, an entity owned by Anthony Santelli II and his wife Marjorie Santelli, Esq.,

is owed $76,670, primarily dating from 2018, prior to when Dr.

The board awarded one months’ salary as a bonus to all employees employed in 2020 who remained

employed in 2021.

In addition, the CFO must be given 6-months’ notice of termination and shall receive a severance package of one-month’s

pay in addition to the 6-months’ notice, or 3 months’ salary if he dies.

If there is a change of control, all his options

of December 31, 2021, Anthony Santelli is owed $148,218 in back pay plus $16,033 in unpaid director’s fees, along with interest

of December 31, 2021, AES Financial Advisors, LLC, an entity owned by Anthony Santelli II and his wife Marjorie Santelli, Esq., is owed

$72,670, primarily dating from 2018, prior to when Dr.

Santelli became COO, plus interest of $3,885.

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2021, and December 31, 2020.

This information includes the dollar value of base salaries, bonus awards and number of stock

options granted, and certain other compensation, if any.

The compensation discussed addresses all compensation awarded to, earned

by, or paid to its named executive officers and directors.

Principal Position

Option Awards

Non-Equity Incentive Plans

Non-Qualified Deferred Comp on Earnings

This information includes the dollar value of base salaries, bonus awards and number of stock options granted,

and certain other compensation, if any, actually paid.

Accrued back pay is included in Other in the year in which it is actually paid.

The compensation discussed addresses all compensation awarded to or paid to its named executive officers.

Incentive Plans

Deferred Comp on Earnings

Benjamin Slager

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of Plan-Based Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Option Awards Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Number of Securities Underlying Unexercised Options (#) Unexercisable (1)

Option Exercise Price ($)

Option Expiration Date

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Unearned

of Securities Underlying Unexercised Options (#) Unexercisable (1)

Exercise Price

Expiration Date

Ben Slager, CEO

Anthony Santelli, CFO Director

Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

Peter Zimeri, Director

Plan category

Number of Securities to be Issued upon Exercise of outstanding options, warrants, and rights to Executives and Directors (column a) (1)

Weighted-average exercise price of outstanding options, warrants, and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) as well as securities issued to other employees and consultants) (1)

Equity Compensation Plans Approved by Securities Holders

Equity Compensation Plans Not Approved by Securities Holders

of December 31, 2020.

Zimeri, Director

Issued to Management

of Plan-Based Awards

Number of Securities Underlying Unexercised Warrants (#) Exercisable

Number of Securities Underlying Unexercised Warrants (#) Unexercisable (1)

Warrant Exercise Price ($)

Warrant Expiration Date

Unexercisable

of December 31, 2021.

Equity Awards at Fiscal Year End

the year ended December 31, 2020, the Company’s Chief Executive Officer received options to purchase up to 10,000,000 shares

of the company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 10 cents

per share, half that vested immediately, and half that vest upon the commercialization of the CTS 2.0 process.

Using a Black-Scholes

asset pricing model, the vested options were valued at $414,850.

In the year ended December 31, 2019, the Company’s Chief

Executive Officer received options to purchase up to 4,000,000 shares of the company’s common stock under the Company’s

2012 Employee Director Stock Plan at an exercise price of $0.025 per share.

Using a Black-Scholes asset pricing model, these agreement

were valued at $103,132.

In 2019, all these options issued in 2019 and all prior options were returned and the CEO purchased 30,000,000

shares of common stock at $0.005 per share upon the approval of the Bankruptcy Court.

the year ended December 31, 2020, the Company’s Chief Financial Officer received options to purchase up to 10,000,000 shares

of the company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 10 cents

per share, half that vested immediately, and half that vest upon the commercialization of the CTS 2.0 process.

Using a Black-Scholes

asset pricing model, the vested options were valued at $414,850.

In the year ended December 31, 2019, the Company’s Chief

Financial Officer received options to purchase up to 2,000,000 shares of the company’s common stock under the Company’s

2012 Employee Director Stock Plan at an exercise price of $0.25 per share.

Using a Black-Scholes asset pricing model, these agreement

were valued at $51,566.

In 2019, all these options and all prior options were returned and the CFO purchased 20,000,000 shares

of common stock at $0.005 per share upon the approval of the Bankruptcy Court.

the year ended December 31, 2019, director George Bolton returned all his options and purchased 4,700,000 shares of common stock

at $0.005 per share upon the approval of the Bankruptcy Court.

the year ended December 31, 2020, director Charles Sills converted $30,000 in back pay into 600,000 shares of common stock at

a price of $0.05 per share.

In the year ended December 31, 2019, he converted $2,500 of back pay into 500,000 shares of common

stock upon approval of the Bankruptcy Court.

In the year ended December 31, 2018, he received options to purchase 402,471 shares

of the company’s common stock under the Company’s 2012 Employee Director Stock Plan.

Using a Black-Scholes asset pricing

model, these agreement were valued at $14,418.

In 2018, those options and others from prior years totaling 781,098 were rescinded,

having been improperly issued, and back pay of $40,000 was rebooked as accounts payable.

As of September 30, 2020, Mr.

owed $31,543 in back pay.

the year ended December 31, 2020, Peter Zimeri received options to purchase 100,000 shares of the Company’s common stock

under the Company’s 2012 Employee Director Stock Plan, at an exercise price of $0.05/share.

Using a Black-Scholes asset

pricing model, these options were valued at $6,431.

the year ended December 31, 2019, prior to being a director, Ned Burke received 1,000,000 warrants to purchase common stock at

an exercise price of $0.05 per share in exchange for services.

These warrants were valued at $49,521.

January 2021, the company’s Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company’s

common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 15 cents per share that vested January

Using a Black-Scholes option pricing model, these were valued at $743,298.

In the year ended December 31, 2020, the Company’s

Chief Executive Officer received options to purchase up to 10,000,000 shares of the company’s common stock under the Company’s

2012 Employee Director Stock Plan at an exercise price of 10 cents per share, half that vested immediately, and half that vest upon the

commercialization of the CTS 2.0 process.

Using a Black-Scholes asset pricing model, the vested options were valued at $414,850.

January 2021, the company’s Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the

Company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 15 cents per share that

vested on January 1, 2022.

Using a Black-Scholes option pricing model, these were valued at $495,532.

In the year ended December 31,

2020, the Company’s Chief Financial Officer received options to purchase up to 10,000,000 shares of the company’s common

stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 10 cents per share, half that vested immediately,

and half that vest upon the commercialization of the CTS 2.0 process.

Using a Black-Scholes asset pricing model, the vested options were

valued at $414,850.

Narrative Disclosures

majority of the Company’s employees, including its executive officers, have entered into employment contracts with the company.

The company does not offer any benefits package, deferred compensation, or retirement plan at this time, other than an employee

stock option plan.

March 2015, the Board of Directors approved a resolution to award compensation packages to the Company’s independent directors

majority of the Company’s employees, including its executive officers, have entered into employment contracts with the company.

The company does not offer any benefits package, deferred compensation, or retirement plan at this time, other than an employee stock

March 2015, the Board of Directors approved a resolution to award compensation packages to the Company’s independent directors

for their service as directors or as members of any committee of directors.

Each independent member of the board was to receive

$10,000 in value of common stock, cash or five-year options per quarter.

In addition, the Chairman of the Board was to receive

a $3,000 monthly payment.

In May 2018, the Board of Directors approved a resolution to cut the compensation package to $5,000

each quarter, and for it to be payable only in cash or to be accrued on the books.

There was no additional compensation for the

Directors who are also officers are not to receive additional compensation for being Directors.

Due to the necessity

to restructure the Company, and the unusual amount of work that had been put onto Board members, the Board of Directors enabled

stock to be purchased with accrued unpaid Board compensation with the approval of the Bankruptcy Court.

After the Company exited

Chapter 11, Board compensation reverted to $5,000 per quarter.

In a resolution dated September 2020, the board voted to have the

$5000 per quarter paid in restricted stock at the market price.

Directors who are also officers are not to receive additional

compensation for being Directors.

A resolution dated May 5, 2021, reduced board compensation to $2,500 per quarter paid, at the option

of the director, in cash or stock at the market price at the end of the quarter.

Some directors have been accruing that as back pay.

following table sets forth compensation we paid to our non-officer directors during the year ended December 31, 2021:

See note 3 to the audited financial statements included in this prospectus for assumptions used in valuation.

– SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of March

31, 2021, by:

following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of February 1, 2022,

(i) each current director;

each nominee for director, and executive officer of the Company;

(ii) all directors and

executive officers as a group;

and (iii) each shareholder who owns more than five percent of the outstanding shares of the Company’s

Common Stock.

Except as otherwise indicated, the Company believes each of the persons listed below possesses sole voting and investment

power with respect to the shares indicated.

Name and Address

No of Shares (2)

(ii) all directors and executive officers

and (iii) each shareholder who owns more than five percent of the outstanding shares of the Company’s Common Stock.

Except as otherwise indicated, the Company believes each of the persons listed below possesses sole voting and investment power with

respect to the shares indicated.

of Shares (2)

Benjamin Slager

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Palm Beach Gardens, FL 33410

All officers and directors as a group (five persons)

All officers and directors

as a group (five persons)

Chris Jemapete (7)

7 unchanged sentences

Hopewell, NJ 08525

percentages in this table are based upon 241,721,947 shares of common stock issued and outstanding as of December 31, 2020,

and assumes the persons vested options and warrants are exercised but none other.

percentages in this table are based upon 274,003,883 shares of common stock issued and outstanding as of December 31, 2021, and assumes

the persons vested options and warrants are exercised but none other.

ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment

power with respect to the shares.

Shares of Common Stock subject to options or warrants currently exercisable or exercisable

within 60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are

not deemed outstanding for computing the percentage of any other person.

5,000,000 fully vested and exercisable employee options owned by Benjamin Slager.

Benjamin Slager also has 11,000,000 additional

employee options awarded, with 6,000,000 vesting January 1, 2022, and 5,000,000 vesting with the commercialization of the

CTS 2.0 system, unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately.

23,366,803 shares, 260,136 fully vested and exercisable warrants, and 5,000,000 vested and exercisable employee options owned

by Anthony Santelli, II;

3,341,639 shares and 600,000 fully vested and exercisable warrants owned by AES Capital Partners,

Shares of Common Stock subject to options or warrants currently exercisable or exercisable within

60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding

for computing the percentage of any other person.

15,000,000 shares owned by the Benjamin Slager 2021 Irrevocable Trust;

and shares underlying 11,000,000 fully vested and exercisable

employee options owned by Benjamin Slager.

Benjamin Slager also has 5,000,000 additional employee options awarded that will vest

with the commercialization of the CTS 2.0 system, unless the company enters into a merger or purchase agreement, at which time all

options shall vest immediately.

23,366,803 shares, 260,136 fully vested and exercisable warrants, and 9,000,000 vested and exercisable employee options owned by

Anthony Santelli, II;

3,341,639 shares and 600,000 fully vested and exercisable warrants owned by AES Capital Partners, LP;

shares and 3,125,000 fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP;

shares and 135,136 fully vested and exercisable warrants owned by Santelli Partners, three entities controlled by Anthony

Santelli, II.

Anthony Santelli also has 9,000,000 additional employee options awarded, with 4,000,000 vesting on January 1,

2022, and 5,000,000 vesting with the commercialization of the CTS 2.0 system, unless the company enters into a merger or purchase

agreement, at which time all options shall vest immediately.

and 135,136 shares and 135,136

fully vested and exercisable warrants owned by Santelli Partners, three entities controlled by Anthony Santelli, II.

Anthony Santelli

also has 5,000,000 additional employee options awarded that will vest with the commercialization of the CTS 2.0 system, unless the

company enters into a merger or purchase agreement, at which time all options shall vest immediately.

100,000 fully vested and exercisable options.

7,980,128 shares and 5,716,814 fully vested warrants.

Burke has converted two debentures into 4,500,000 shares

and 4,450,148 warrants, that are included in the above figures.

7,400,000 shares held by Chris Jemapete and 4,275,000 held jointly by Chris and Pamela Jemapete, his spouse.

1 unchanged sentence

are owned by his spouse.

10,303,674 shares owned by Steven Sadaka, and 8,097,351 shares owned by SLMJ Rocky Opportunity Trust controlled by Steven

10,303,674 shares owned by Steven Sadaka, and 8,097,351 shares owned by SLMJ Rocky Opportunity Trust controlled by Steven Sadaka.

He exercised all his warrants into shares in 2021.

4 unchanged sentences

– CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

board resolution was passed on February 13, 2020, that pledged the pending patents to secure the back pay claims of Ben Slager,

CEO, Anthony Santelli, CFO, and Charles Sills, Director.

This was done to ensure the continued involvement of management to

build the Company while they continue to receive less than full salaries.

board resolution was passed on February 13, 2020, that pledged the patents and pending patents to secure the back pay claims of Ben

Slager, CEO, Anthony Santelli, CFO, and Charles Sills, Director.

This was done to ensure the continued involvement of management

to build the Company while they continue to be owed back pay.

notes payable, convertible notes, and contingent liabilities issued to related parties are described in NOTE 5 above.

officers and directors for the Company are involved in other business activities and may, in the future, become involved in other

business opportunities.

If a specific business opportunity becomes available, such persons may face a conflict in selecting between

the Company and their other business interest.

officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business

opportunities.

If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company

and their other business interest.

The Company has not formulated a policy for the resolution of such conflicts.

Company currently has four (4) independent directors within the meaning of Nasdaq Marketplace Rule 4200.

With four (4) independent

directors, the company feels that the current board can competently perform the functions that an independent Board of Directors

would provide.

With four (4) independent directors,

the company feels that the current board can competently perform the functions that an independent Board of Directors should provide.

– PRINCIPAL ACCOUNTANT FEES AND SERVICES.

aggregate fees billed by the Company’s auditors, Prager Metis CPA’s LLC for professional services rendered for the

audit of its annual financial statements for fiscal year ended December 31, 2020, and review its interim financial statements

for the first, second and third quarters of 2020 are approximately $32,000.

the past fiscal year, no fees were billed or incurred for assurance or related services by the Company’s auditors that were

reasonably related to the audit or review of financial statements reported above.

aggregate fees billed by the Company’s auditors, Prager Metis CPA’s LLC for professional services rendered for the audit

of its annual financial statements for fiscal year ended December 31, 2021, and December 31, 2020, and review its interim financial statements

for the first, second and third quarters of 2021 and 2020 are approximately $44,500 and $32,00 respectively.

the past fiscal year, no fees were billed or incurred for assurance or related services by the Company’s auditors that were reasonably

related to the audit or review of financial statements reported above.

the past fiscal year, the Company incurred approximately $5,000 for tax preparation fees for the fiscal year ended December 31, 2020

the past fiscal year, no other fees were billed or incurred for services by the Company’s auditors other than the fees noted

The Company’s board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the

independence of its auditors.

and $6,100 for fiscal year ended December 31, 2019.

the past fiscal year, no other fees were billed or incurred for services by the Company’s auditors other than the fees noted above.

The Company’s board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the independence

of its auditors.

Board of Directors Preapproval Policies

Company has had a functioning audit committee since May 2018.

Nevertheless, the Company’s full board approved of the audit

arrangement with Prager Metis P.A.

Board of directors pre-approval of audit and non-audit services will not be required if the

engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Company’s

board of directors regarding its engagement of the independent auditor, provided the policies and procedures are detailed as to

the particular service, its board of directors is informed of each service provided, and such policies and procedures do not include

delegation of its board of directors’

responsibilities under the Exchange Act to its management.

The Company’s board

of directors may delegate to one or more designated members of its board of directors the authority to grant pre-approvals, provided

such approvals are presented to the board of directors at a subsequent meeting.

If the board of directors elects to establish

pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service

provided by the independent auditor.

Board of Directors pre-approval of non-audit services, other than review and attest services,

also will not be required if such services fall within available exceptions established by the SEC.

For the fiscal year ending

December 31, 2020, 100% of audit-related services, tax services and other services performed by the Company’s independent

auditors were pre-approved by its board of directors.

Company’s board has considered whether the services described above under the caption “All Other Fees”, which

are currently none, is compatible with maintaining the auditor’s independence.

For the fiscal year ending December 31, 2021, the Company’s full

board approved of the audit arrangement with Prager Metis P.A.

Board of directors pre-approval of audit and non-audit services will not

be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Company’s

board of directors regarding its engagement of the independent auditor, provided the policies and procedures are detailed as to the particular

service, its board of directors is informed of each service provided, and such policies and procedures do not include delegation of its

board of directors’ responsibilities under the Exchange Act to its management.

The Company’s board of directors may delegate

to one or more designated members of its board of directors the authority to grant pre-approvals, provided such approvals are presented

to the board of directors at a subsequent meeting.

If the board of directors elects to establish pre-approval policies and procedures

regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor.

Board of Directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services

fall within available exceptions established by the SEC.

For the fiscal year ending December 31, 2021, 100% of audit-related services,

tax services and other services performed by the Company’s independent auditors were pre-approved by its board of directors.

Company’s board has considered whether the services described above under the caption “All Other Fees”, which are currently

none, is compatible with maintaining the auditor’s independence.

board approved all fees described above.

6 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2021 December 31, 2020

Consolidated Statements of Changes in Stockholder’s Equity for the years ended December 31, 2020 and December 31, 2019

Consolidated Statements of Changes in Stockholder’s Equity for the years ended December 31, 2021 and December 31, 2020

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and December 31, 2020

1 unchanged sentence

FINANCIAL STATEMENT SCHEDULES

financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise

financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

exhibits listed below are filed as part of or incorporated by reference in this report.

Identification

Articles of Incorporation (incorporated by reference to the Company’s S-1 filed May 23, 2012)

Certificate of Amendment to Articles of Incorporation filed November 19, 2014 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

Certificate of Amendment to Articles of Incorporation filed June 17, 2016 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

Certificate of Amendment to Articles of Incorporation filed July 26, 2021 (incorporated by reference to the Company’s 8-K filed on July 30, 2021)

Bylaws (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

Employment Agreement, dated June 1, 2020, between the Company and Ben Slager (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

Employment Agreement, dated June 1, 2020, between the Company and Anthony Santelli (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021

2021 Employee, Director Stock Plan (incorporated by reference to definitive 14C filed with the SEC on June 24, 2021)

Code of Ethics (attached hereto)

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

BioEnergy Plus, Inc.

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to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.

Biofuels, Inc.

Benjamin Slager

2 unchanged sentences

Financial Officer (Principal Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf

of the registrant and in the capacity and on the date indicated.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the

registrant and in the capacity and on the date indicated.

Benjamin Slager

3 unchanged sentences

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 9A. Controls and Procedures