What changed in this filing

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Item 9A. Controls and Procedures

2024-03-26 compared with 2023-03-31 · 182 added, 208 removed, 409 unchanged (49% of the section changed)

62 unchanged sentences

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

Benjamin Slager

Chief Executive Officer and Chairman

Executive Officer and Chairman

Anthony Santelli

Chief Financial Officer and Director

Chief Financial

Officer and Director

Director and Secretary

165 unchanged sentences

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.

Company’s board of directors has a compensation committee consisting entirely of independent directors, with Edmund Burke as Chair

and Peter Zimeri and Charles Sills as the other members.

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

serving as chair and Edmund Burke and Peter Zimeri as the other members.

in Certain Legal Proceedings

46 unchanged sentences

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

Providing a total compensation

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

Integrating compensation

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

Encouraging achievement

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

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.

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

12 unchanged sentences

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.

He received a $42,000 bonus

in 2022 and has health insurance covered.

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

In 2022, additional back

pay was paid to offset the higher tax bracket that resulted from having been paid multiple years back pay in a single year.

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

He also received a $40,000

bonus in 2021.

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

on January 1, 2021, Ben Slager, CEO, has an employment contract to receive a salary of $360,000 per annum, along with health insurance.

Various bonuses are offered based on performance and may be accrued, at his discretion, if the Company doesn’t have the funds to

He has not received any salary or bonuses due since Q3 2023.

Unpaid salaries are accruing interest at the rate of 10% per annum.

In February 2024, his salary was increased due to inflation and higher cost of living to $525,000, all of it being accrued and unpaid,

at his discretion, which is expected to be paid when the Company raises significant capital to fund its future.

His employment contract

indicates that 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

of December 31, 2023, Ben Slager is owed $391,538 in back pay and accrued bonuses, along with interest of $3225.

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.

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

employed in 2021.

Various bonuses are offered based on performance and may be accrued, at his discretion, if the Company

doesn’t have the funds to pay them.

He has not received any salary or bonuses due since Q3 2023.

Unpaid salaries are accruing interest

at the rate of 10% per annum.

In February 2024, his salary was increased due to inflation and higher cost of living to $325,000, all

of it being accrued and unpaid, at his discretion, which is expected to be paid when the Company raises significant capital to fund its

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

1 unchanged sentence

If there is a change of control, all his options

of December 31, 2021, Anthony Santelli is owed $187,922 in back pay plus $16,033 in unpaid director’s fees, along with interest

of December 31, 2023, Anthony Santelli is owed $293,830 in back pay and accrued bonuses, along with interest of $62,047.

of December 31, 2023, AES Financial Advisors, LLC, an entity owned by Anthony Santelli II and his wife Marjorie Santelli, Esq., is owed

6 unchanged sentences

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.

Principal Position

Option Awards (1)

Non-Equity Incentive Plans

Non-Qualified Deferred Comp on Earnings

Other (back pay)

Benjamin Slager

Anthony Santelli II

Unvested but granted stock options are included in the year in which they vest.

The compensation discussed addresses all compensation

awarded to or paid to its named executive officers.

Incentive Plans

Non-Qualified

Deferred Comp on Earnings

Anthony Santelli

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

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of Plan-Based Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Unearned

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

Option Exercise Price

Option Expiration Date

Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

Peter Zimeri, Director

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Unearned Options (#)

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

Exercise Price ($)

Expiration Date

Slager, CEO Chairman

Anthony Santelli,

Ben Slager, CEO

Anthony Santelli,

Ben Slager, CEO

Santelli, CFO 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

As of December 31, 2022.

of Securities Underlying Unexercised Warrants (#) Exercisable

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

Exercise Price ($)

Expiration Date

of December 31, 2023.

Equity Awards at Fiscal Year End

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

March 2023, 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 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if

and when the company is uplisted to the Nasdaq or NYSE.

Using a Black-Scholes option pricing model, these were valued at $1,015,146.

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 process.

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

In 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 at an exercise price of 15 cents per share that vested January 1, 2022.

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 process.

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

March 2023, 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 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if

and when the company is uplisted to the Nasdaq or NYSE.

Using a Black-Scholes option pricing model, these were valued at $676,764.

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

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Actually Paid to PEO (1)

Compensation on Table Total for Non-PEO NEOs

Summary Compensation on Table Total for Non-PEO NEOs

Compensation Actually Paid to Non-PEO NEOs (2)

1 unchanged sentence

Shareholder Return of Peer Group

$ (3,964,483 )

$ (2,139,310 )

$ (2,181,127 )

$ (9,421,143 )

Negative figures due to cancellation of previously

issued vested options.

Negative figures due to cancellation of previously

issued vested options.

2018 Net Loss was largely due to prior management,

and 2019 gains due to wiping out debt in Chapter 11.

figures due to cancellation of previously issued vested options.

gains due to wiping out debt in Chapter 11.

Narrative Disclosures

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following table sets forth compensation we paid to our non-officer directors during the year ended December 31, 2023:

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($) (1)

All Other Compensation (S)

Earned or Paid in Cash ($)

Awards ($) (1)

Other Compensation (S)

Chris Kneppers

1 unchanged sentence

– 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 1, 2023,

following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of December 31,

(i) each current director;

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

(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.

Name and Address

No of Shares (2)

Benjamin Slager (3)

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

Anthony Santelli, II (4)

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

(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

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)

3710 Buckeye Street,

Palm Beach Gardens,

Anthony Santelli,

3710 Buckeye Street,

Palm Beach Gardens,

3710 Buckeye Street,

Palm Beach Gardens,

3710 Buckeye Street,

Palm Beach Gardens,

Peter Zimeri (7)

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

3710 Buckeye Street,

Palm Beach Gardens,

Edmund Burke (8)

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

Chris and Angela Kneppers (9)

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

All officers and directors as a group (seven persons)

Steven Sadaka (10)

3474 Derby Ln

Weston, FL 33331

The percentages in this

table are based upon 296,631,770 shares of common stock issued and outstanding as of March 1, 2023, and assumes the persons vested

options and warrants are exercised but none other.

Beneficial 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.

Includes 500,000 exercisable

warrants obtained as part of a private placement in the Company;

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

3710 Buckeye Street,

Palm Beach Gardens,

Chris and Angela

3710 Buckeye Street,

Palm Beach Gardens,

All officers and

directors as a group (seven persons)

percentages in this table are based upon 302,750,963 shares of common stock issued and outstanding as of December 31, 2023, 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.

500,000 exercisable warrants obtained as part of a private placement in the Company;

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 system, unless the company

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

He has also been granted 6,000,000

options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 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;

3,476,775 shares and 735,136 fully vested and exercisable warrants owned by AES Capital Partners, LP;

8,026,177 shares and 3,625,000

fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP, two 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 system,

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

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

1 unchanged sentence

granted 6,000,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

Charles Sills also has

1 million options that vest upon obtaining an offtake agreement;

and 500,000 options that will vest if the Company uplists to the

Nasdaq or NYSE.

Includes 500,000 fully

vested and exercisable options.

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;

3,476,775 shares and 735,136 fully vested and exercisable warrants owned by AES Capital Partners, LP;

shares and 3,625,000 fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP, two 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 system, unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately.

He has also been granted 4,000,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

Sills also has 1 million options that vest upon obtaining an offtake agreement;

and 500,000 options that will vest if the Company

uplists to the Nasdaq or NYSE.

500,000 fully vested and exercisable options.

George Bolton also has 500,000 options that vest over time;

1 million options that vest upon obtaining

an offtake agreement;

1 million options that

vest upon obtaining an offtake agreement;

and 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 100,000 fully

vested and exercisable options.

Peter Zimeri also has 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

Edmund Burke also has 500,000

options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 19,517,937 shares

owned communally, and 2,333,333 fully vested and exercisable warrants.

Chris Kneppers also has 500,000 options that will vest if

the Company uplists to the Nasdaq or NYSE.

Includes 10,303,674 shares

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

100,000 fully vested and exercisable options.

Peter Zimeri also has 500,000 options that will vest if the Company uplists to the

Nasdaq or NYSE.

Burke also has 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

19,517,937 shares owned communally, and 2,333,333 fully vested and exercisable warrants.

Chris Kneppers also has 500,000 options

that will vest if the Company uplists to the Nasdaq or NYSE.

Company is not aware of any person who owns of record, or is known to own beneficially, five percent (5%) or more of the outstanding

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– CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

A 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.

Short-term notes payable,

convertible notes, and contingent liabilities issued to related parties are described in NOTE 6 above.

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 6 above.

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

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– 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, 2022, and December 31, 2021, and review its interim financial statements

for the first, second and third quarters of 2022 and 2021 are approximately $51,000 and $44,500 respectively.

aggregate fees billed by the Company’s auditors, BF Borgers CPA PC for professional services rendered for the audit of its annual

financial statements for fiscal year ended December 31, 2023, and review its interim financial statements for the second and third quarters

of 2022 are approximately $38,500.

In 2022, and Q1 2023, the Company had a different auditor, Prager Metis CPA, LLC, that charged approximately

$51,000 for the audit of its 2022 financial statements and review of its first, second and third quarter of 2022, and an additional $8,500

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

8 unchanged sentences

For the fiscal year ending December 31, 2023, 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, 2022, 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.

board approved of the audit arrangement with BF Borgers CPA P.C.

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

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, 2023, 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

7 unchanged sentences

Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022

Consolidated Statements of Operations for the years ended December 31, 2022 December 31, 2021

Statements of Operations for the years ended December 31, 2023 and December 31, 2022

Consolidated Statements of Changes in Stockholder’s Equity for the years ended December 31, 2023 and December 31, 2022

5 unchanged sentences

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

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

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)

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)

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

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

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)

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

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

4 unchanged sentences

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

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension

Schema Document

Inline XBRL Taxonomy Extension

Calculation Linkbase Document

Inline XBRL Taxonomy Extension

Definition Linkbase Document

Inline XBRL Taxonomy Extension

Label Linkbase Document

Inline XBRL Taxonomy Extension

Presentation Linkbase Document

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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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.

Blue Biofuels, Inc.

Benjamin Slager

Biofuels, Inc.

Benjamin Slager

Chief Executive Officer, (Principal Executive Officer)

March 31, 2023

Executive Officer, (Principal Executive Officer)

Anthony Santelli

Chief Financial Officer (Principal Financial and Accounting

March 31, 2023

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

1 unchanged sentence

Benjamin Slager

Chief Executive Officer, (Principal Executive Officer)

March 31, 2023

Anthony Santelli

Chief Financial Officer (Principal Financial and Accounting

March 31, 2023

/s/ Chris Kneppers

Executive Officer, (Principal Executive Officer)

Anthony Santelli II

Financial Officer (Principal Financial and Accounting Officer)

Chris Kneppers

March 31, 2023

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