What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-19 compared with 2024-03-26 · 651 added, 724 removed, 280 unchanged (83% of the section changed)

1 unchanged sentence

forth below are the audited financial statements for the Company for the years ended December 31, 2024, and December 31, 2023, and the

report thereon of BF Borgers, P.A.

report thereon of Assure, CPA.

Biofuels, Inc.

1 unchanged sentence

to Financial Statements Page

Report of Independent Registered Public Accounting Firm

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

Consolidated 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.

Consolidated Statements of Cash Flows for the years ended December 31, 2023, and December 31, 2022.

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm PCAOB ID 444

Balance Sheets as of December 31, 2024, and December 31, 2023.

Statements of Operations for the years ended December 31, 2024, and December 31, 2023.

of Stockholder’s Deficit for the years ended December 31, 2024, and December 31, 2023.

Statements of Cash Flows for the years ended December 31, 2024, and December 31, 2023.

Notes to the Financial Statements

of Independent Registered Public Accounting Firm

1 unchanged sentence

on the Financial Statements

have audited the accompanying consolidated balance sheet of Blue Biofuels, Inc.

(the “Company”) as of December 31, 2023, the

related statement of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then

ended, in conformity with accounting principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

have audited the accompanying balance sheets of Blue Biofuels, Inc (the “Company”) as of December 31, 2024 and 2023, the

related statements of operations, of stockholders’ deficit and of cash flows for the years then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations

and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of

Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue

as a going concern.

2 to the financial statements, the Company has accumulated losses since inception and has negative working capital.

These factors raised

substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to this matter is also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

1 unchanged sentence

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

5 unchanged sentences

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Audit Matters

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

be communicated to the audit committee and that:

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

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

determined that there are no critical audit matters.

BF Borgers CPA PC

Borgers CPA PC (PCAOB ID 5041 )

We believe that our audits

provide a reasonable basis for our opinion.

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

communicated to the audit committee and that:

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

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

We determined that there are no critical audit matters.

have served as the Company’s auditor since 2023.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

Biofuels, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of Blue Biofuels, Inc.

(the “Company”) as of December 31, 2022,

and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2022,

and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022, and

the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally

accepted in the United States of America.

accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the

United States, which contemplate continuation of the Company as a going concern.

The Company has not generated any significant revenue

since inception and has incurred losses since inception.

As of December 31, 2022, the Company has incurred losses of $52,781,586.

Company expects to incur significant additional losses and liabilities in connection with its start-up and commercialization activities.

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

Continuation as

a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success.

plans in regard to these matters are also described in Note 2 to the accompanying consolidated financial statements.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Audit Matters

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

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

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

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

The communication of critical audit matters

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

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

determined that there are no critical audit matters.

Prager Metis CPAs, LLC

We have served as the Company’s auditor since 2020.

Our Auditor Firm ID is 273 .

Biofuels, Inc.

BALANCE SHEETS

and cash equivalents

December 31, 2024

December 31, 2023

Current Assets

and equipment, net of accumulated depreciation and amortization of $ 243,089 and $ 127,178 at December 31, 2023 and December 31,2022,

of Use Assets, net of accumulated amortization

AND STOCKHOLDERS’ DEFICIT

payable - Related Party

wages and director’s fees - Related party

of Use Lease Liability - Current

11 Settlement

Notes Payable — Related Party

Payable - Related Party

Cash and Cash Equivalents

Prepaid Expenses

TOTAL CURRENT ASSETS

Property and Equipment, net of accumulated depreciation and amortization of $ 361,887 and $ 243,089 at December 31, 2024 and December 31, 2023, respectively

Security Deposits

Right of Use Assets, net of accumulated amortization

Patents and Trademarks

TOTAL OTHER ASSETS

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

term liabilities

of Use Lease Liability, net of current portion

Payable — Related Party

Payable — Other

Accounts Payable

Accounts Payable - Related Party

Accounts Payable

Deferred Wages and Directors’ Fees - Related party

Right of Use Lease Liability - Current

Convertible Notes Payable — Related Party

Convertible Notes Payable — Other

Convertible Notes Payable

Interest Payable - Related Party

TOTAL CURRENT LIABILITIES

Long term liabilities

STOCKHOLDERS’

EQUITY (DEFICIT)

Right of Use Lease Liability, Long Term

Notes Payable — Related Party

Convertible Notes Payable — Related Party

Convertible Notes Payable — Other

Convertible Notes Payable

Legacy Notes Payable — Related Party

Legacy Notes Payable — Other

TOTAL LONG TERM LIABILITIES

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (NOTES 9 AND 10)

STOCKHOLDERS’ DEFICIT

Preferred stock;

$ 0.001 par value;

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zero shares issued and outstanding

Common stock;

$ 0.001 par value;

1,000,000,000 shares authorized;

302,750,963 issued and outstanding at December 31, 2023, and 289,941,623

issued and outstanding at December 31, 2022.

paid-in capital

307,960,508 issued and outstanding at December 31, 2024, and 302,750,963 issued and outstanding at December 31, 2023.

Additional paid-in capital

Accumulated deficit

( 57,255,761 )

( 55,836,780 )

STOCKHOLDERS’ EQUITY (DEFICIT)

TOTAL STOCKHOLDERS’ DEFICIT

$ ( 2,845,903 )

$ ( 3,561,082 )

LIABILITIES AND STOCKHOLDERS’ DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes are an integral part of these consolidated financial statements

Biofuels, Inc

STATEMENT OF OPERATIONS

and administrative

& Development

on disposal of assets

operating expenses

from operations:

OF OPERATIONS

Operating expense:

General and administrative

Research and development

Loss on disposal of assets

Total operating expenses

Loss from operations:

( 4,056,879 )

( 3,190,915 )

(income) expense:

Stock Recission

expense - related party

expense - other

Other (income) expense:

(Loss) before provisions for income taxes

Government Grants

Gain on extinguishment of debt

( 2,417,502 )

Interest expense - related party

Interest expense - other

Total other (income) expense

( 2,637,898 )

for income taxes

Income / (Loss):

Income (Loss) before provisions for income taxes

$ ( 1,418,981 )

$ ( 3,055,194 )

income (loss) per share

Weighted average

common shares outstanding

accompanying notes are an integral part of these consolidated financial statements

Provisions for income taxes

Net Income (Loss):

$ ( 1,418,981 )

$ ( 3,055,194 )

Net income (loss) per share - basic and diluted

Weighted average common shares outstanding

accompanying notes are an integral part of these financial statements

Biofuels, Inc.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholder’s

as of December 31, 2022

OF STOCKHOLDERS’ DEFICIT

Additional Paid-in

Total Stockholder’s

Balance as of December 31, 2023

$ ( 55,836,780 )

$ ( 3,561,082 )

Issuance of common

stock for services

Issuance of 794,000

warrants for services

Warrants exercised

Issuance of common

stock and warrants for cash through PPM

Issuance of common

stock in exchange for debt

Vesting of 4,385,000

options under the employee, director plan

Income (Loss)

Issuance of common stock for services

Issuance of 303,500 warrants for services

Issuance of warrants for services

Issuance of 180,000 warrants for interest

Issuance of warrants for interest

Repricing of warrants for services

Cancelling 350,000 warrants for services

Cancelling warrants for services

Issuance of common stock and warrants for cash through PPM

Issuance of common stock and warrants on the conversion of notes

Stock based compensation recognized under the employee, director plan

Net Income (Loss)

( 1,418,981 )

$ ( 1,418,981 )

as of December 31, 2023

Balance as of December 31, 2024

$ ( 57,255,761 )

$ ( 2,845,903 )

as of December 31, 2021

Balance as of December 31, 2022

$ ( 52,781,586 )

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$ ( 2,356,917 )

Issuance of common

stock for services

Issuance of 77,333

warrants for services

Issuance of common stock for services

Issuance of 614,000 warrants for services

Issuance of warrants for services

Issuance of 180,000 warrants for interest

Issuance of warrants for interest

Warrants exercised

Issuance of common

stock and warrants for cash through PPM

Issuance of common

stock in exchange for debt

Vesting of 12,560,000

options under the employee, director plan

Employee stock

options exercised

Stock Recinded

Income (Loss)

Issuance of common stock and warrants for cash through PPM

Stock based compensation recognized under the employee, director plan

Employee stock options exercised

Net Income (Loss)

( 3,055,194 )

as of December 31, 2022

Balance as of December 31, 2023

$ ( 55,836,780 )

2 unchanged sentences

$ ( 3,561,082 )

accompanying notes are an integral part of these consolidated financial statements

accompanying notes are an integral part of these financial statements

Biofuels, Inc.

STATEMENTS OF CASH FLOWS

the Year Ended

flows from operating activities

Income (Loss)

OF CASH FLOWS

Cash flows from operating activities

Net Income (Loss)

$ ( 1,418,981 )

$ ( 3,055,194 )

Reconciliation

of net loss to net cash used in operating activities

and amortization

based compensation for services

Issuance of options and warrants for services

on Disposal of assets

in operating assets and liabilities

interest - related party

payable and accrued liabilities

cash used in operating activities

Reconciliation of net loss to net cash used in operating activities

Depreciation and amortization

Stock based compensation

Extinguishment of debt

( 2,417,502 )

Issuance of warrants for interest expense

Loss on Disposal of assets

Changes in operating assets and liabilities

Prepaid expenses

Accounts payable

Deferred wages and directors’ fees -related party

Interest payable - related party

Net cash used in operating activities

( 1,003,420 )

flows from investing activities

purchase of property and equipment

cash from (used in) investing activities

flows from financing activities

proceeds from issuance of common stock

proceeds from issuance of convertible notes

from exercise of warrants and options

cash provided by financing activities

increase (decrease) in cash and cash equivalents

and cash equivalent at beginning of the period

and cash equivalent at end of the period

disclosure of cash flow information

paid during the period for

schedule of non-cash activities

of warrants for services

of common stock for services

conversion of warrants/options

of convertible debenture to common stock

accompanying notes are an integral part of these consolidated financial statements

( 1,600,412 )

Cash flows from investing activities

Net purchase of property and equipment

Patent and trademark costs

Net cash from (used in) investing activities

Cash flows from financing activities

Net proceeds from issuance of common stock

Net proceeds from the issuance of convertible notes — RP

Net proceeds from the issuance of convertible notes — Other

Proceeds from exercise of warrants and options

Repayment of debt

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalent at beginning of the year

Cash and cash equivalent at end of the year

Supplemental disclosure of cash flow information

Cash paid during the year for

Supplemental schedule of non-cash financing and investing activities

Recognition of operating lease liability and right-of-use asset

Issuance of common stock and warrants on the conversion of notes payable

accompanying notes are an integral part of these financial statements

Biofuels, Inc.

TO CONSOLIDATED FINANCIAL STATEMENTS

TO FINANCIAL STATEMENTS

1 – ORGANIZATION

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and lignin technologies sectors.

In early 2018, our chief executive officer (“CEO”) Ben Slager

invented a new technology system referred to as Cellulose-to-Sugar or CTS, and the Company filed, and received, two patents for this technology

10,994,255 and 11,484,858B2), and has subsequently been granted the firrst in Japan and El Salvador.

The Company also

filed for both patent in other major jurisdictions of the world including the European Patent Organization, Australia, Brazil, China,

the African Regional Intellectual Property Organization, and the Russian Federation.

The patent applications are currently pending in

all of these international jurisdictions.

Further, the company has filed for 6 other patents in the United States which are currently

The CTS process is a continuous mechanical/chemical dry process for converting

cellulose material into sugar and lignin.

CTS system converts plant-based feedstock into one primary product, soluble sugars, which can be further processed into cellulosic ethanol

and other biofuels like jet fuel, and potentially into bio chemicals.

2022, the Company partnered with K.R.

Komarek to build its CTS machines going forward.

Komarek is an industry leading manufacturing company

that builds briquetting machines and compaction/granulation systems with throughput capacities up to 50 tons per hour.

In 2023, the Company

completed the build-out of a pilot plant based on a modified Komarek machine and is in the process of further testing and optimizing

The Company believes that it can optimize the pre and post processing elements at this pilot scale plant to finalize design

and operational parameters to provide operating cost estimates of a full-scale commercial volume system.

Due to its mechanical nature

and modularity, we anticipate that one plant would have multiple modular CTS systems.

addition, the Company has licensed the Vertimass Process to convert ethanol into sustainable aviation fuel (SAF) and other renewable

biofuels including bio-gasoline.

The license agreement with Vertimass is the subject to a confidentiality agreement between the parties.

total process from cellulosic feedstock to SAF consists basically of three steps:

from feedstock to fermentable cellulosic sugars (CTS)

the cellulosic sugars into cellulosic ethanol.

the ethanol into SAF and related products.

This third step happens with the Vertimass technology which the Company has licensed.

January 2024, the Company formed a 50-50 joint venture partnership with Vertimass called VertiBlue Fuels, LLC, that has the mission to

build an ethanol-to-SAF facility in Florida with the initial goal to produce around 10 million gallons of Sustainable Aviation Fuel (SAF)

and related products, and then expand SAF and related product production to approximately 70 million gallon per year .

VertiBlue Fuels

plans to initially convert sugarcane ethanol, and then, when the Company’s CTS technology is fully commercialized, to build commercial

CTS and ethanol facilities on the front-end to produce cellulosic SAF and generate the large D7 RIN and other government credits.

commercial production will require project financing.

2 – GOING CONCERN

accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which

contemplate continuation of the Company as a going concern, which assumes the Company will realize its assets and discharge its liabilities

in the normal course of business.

The Company has not generated any significant revenue since inception and has incurred losses since

As of December 31, 2023, the Company has incurred accumulated losses of $ 55,836,780 .

The Company expects to incur significant

additional losses and liabilities in connection with its start-up and commercialization activities.

These factors, among others, raise

substantial doubt as to the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going

concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become

due and to generate sufficient revenues from its operations to pay its operating expenses.

These factors, among others, raise substantial

doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments related

to the recoverability and classifications of recorded asset amounts, or amounts and classifications of liabilities that might result

from this uncertainty.

accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation

of the Company as a going concern, which assumes the Company will realize its assets and discharge its liabilities in the normal course

The Company has not generated any significant revenue since inception and has incurred losses since inception.

As of December

31, 2024, the Company has incurred accumulated losses of $ 57,255,761 .

The Company expects to incur significant additional losses and

liabilities in connection with its start-up and commercialization activities.

These factors, among others, raise substantial doubt as

to the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent

upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate

sufficient revenues from its operations to pay its operating expenses.

These factors, among others, raise substantial doubt about the

Company’s ability to continue as a going concern.

These financial statements do not include any adjustments related to the recoverability

and classifications of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

There are no assurances that the Company will continue as a going concern.

7 unchanged sentences

do not include any adjustments that might result from the outcome of this uncertainty.

COVID-19 pandemic has negatively affected the U.S.

and global economies, disrupted global supply chains, resulted in significant travel

and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption

of the financial markets.

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how

it will impact our supply chain, employees, and potential future customers.

Our office and lab have remained open during the pandemic.

Nevertheless, the pandemic slowed our ability to commercialize our process in two ways:

by adversely affecting our ability to raise capital,

and by adversely affecting the supply chain of laboratory equipment and various parts of upgrades to our CTS system, which slowed the

development of our prototypes.

Supply chain issues also delayed the delivery of various parts of our pilot plant.

The extent to which

our operations may be further impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain

and cannot be accurately predicted.

We may experience additional operating costs due to increased challenges with our workforce (including

as a result of illness, absenteeism or government orders), access to supplies, capital, and fundamental support services (such as shipping

and transportation).

Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due

to any resulting economic recession or depression.

Furthermore, the effects of a potential worsening of global economic conditions and

the continued disruptions to and volatility in the financial markets remain unknown.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles

accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S.

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany

accounts and transactions.

Investments in business entities in which the Company lacks control but has the ability to exercise significant

influence over operating and financial policies are accounted for using the equity method.

All material intercompany transactions and

balances were eliminated in consolidation.

accompanying financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany accounts

and transactions.

Investments in business entities in which the Company lacks control but has the ability to exercise significant influence

over operating and financial policies are accounted for using the equity method.

In 2023 and 2024, the Company did not have any wholly

owned subsidiaries, and so the financial statements include the results of the parent company only.

preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management

1 unchanged sentence

liabilities as of the dates presented and reported amounts of revenues and expenses during the reporting periods presented.

estimates inherent in the preparation of the accompanying Consolidated Financial Statements include estimates of impairment assessment

of intangible assets and valuation allowance for deferred tax assets.

Estimates are based on past experience and other considerations

reasonable under the circumstances.

estimates inherent in the preparation of the accompanying Financial Statements include estimates of depreciable lives of assets, impairment

assessment of long-lived assets, valuation allowance of deferred taxes, and valuation of stock-based compensation.

Estimates are based

on past experience and other considerations reasonable under the circumstances.

Actual results may differ from these estimates.

5 unchanged sentences

the right to acquire shares of the Company’s common stock.

For share-based payments to employees, which consist only of awards

made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic

718, “Stock Compensation”.

Share-based payments to consultants, service providers and other non-employees are accounted for

in accordance with ASC Topic 718, ASC Topic 505, “Equity Payments to Non-Employees” or other applicable authoritative guidance.

Compensation Valuation Methodology

compensation resulting from the issuance of common stock is calculated by reference to the valuation of the stock on the date of issuance,

the expense being recognized as the compensation is earned.

Stock-based compensation expenses related to employee options and warrants

granted to non-employees are recognized as the stock options and warrants are earned.

The fair value of the stock options or warrants

granted is estimated at the grant date, using the Black-Scholes option-pricing model, and the expense is recognized on a straight-line

basis over the shorter of the period over which services are to be received or the life of the option or warrant.

The grant date fair

value of employee share options and similar instruments is estimated using the Black-Scholes option-pricing model on the basis of the

fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instruments,

using the assumptions noted in the table below.

The fair value of the common stock is determined by the then-prevailing closing market

Expected volatility was based on the historical volatility of the Company’s closing day market price per share.

term of options and warrants was based upon the life of the option, and the risk-free rate used was based on the U.S.

Treasury Daily

Yield Curve Rate.

stock compensation issued for services during the years ended December 31, 2023, and December 31, 2022, were valued on the date of issuance.

The following assumptions were used in calculations of the Black-Scholes option pricing models for warrant-based stock compensation issued

in the years ended December 31, 2023, and December 31, 2022:

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION

interest rate

Expected life

Expected dividends

Expected volatility

stock fair value

interest rate

common stock fair value

interest rate

common stock fair value

Company uses its common stock for various forms of share based compensation arrangements entered into with directors, officers, employees

and consultants.

Share based compensation arrangements are accounted for at fair value on the date of grant.

For awards with graded vesting,

the fair value of each tranche is measured separately and recognized over its respective vesting period.

The total amount recognized

as expense is adjusted to reflect the number of share options which ultimately vest.

The Company recognizes forfeitures as they occur.

fair value of common stock and share-based awards that do not contain market conditions is based on the valuation of the common stock

on the date of grant.

The fair value of time-based awards that are ultimately expected to vest is recognized as an expense on a straight-line

basis over the requisite service period.

The fair value of performance-based awards is adjusted for the probability of achieving the

performance conditions and is recognized on a straight line basis over the term of the award agreement.

fair value of stock options and warrants is determined using a Black-Scholes valuation model.

Option pricing models require the input

of subjective assumptions including the length of time employees will retain their vested stock options before exercising them, expected

share price volatility, and interest rate.

The risk-free interest rate is based on the U.S.

Treasury Daily Yield Curve Rate with an equivalent

term in effect as of the date of grant.

The expected option and warrant lives and volatility assumptions are based on historical data

of the Company’s closing day market price per share.

Changes in the input assumptions can materially affect the fair value estimate

and the Company’s net loss.

and Equipment

5 unchanged sentences

expensed as incurred.

Capitalization

When an asset is sold, we recognize a gain (loss) in the Statements of Operations

based upon the proceeds received on the sale less the net carrying value of the asset.

a product is currently under research and development and is not currently approved for market, costs incurred in connection with patent

applications should generally be expensed in the income statement because there is uncertainty as to the future economic benefit of the

Conversely, if a product is approved for market (as is the case of the end product ethanol), or if future economic benefit is

probable, or if an alternative future use is available to the Company, then such patent costs can be capitalized and amortized over the

expected life of the patent(s).

Since the Company’s primary end products are expected to be sugar, ethanol, and SAF, which are

in wide use, the Company has determined that it is reasonable to capitalize the patent costs associated with its CTS process.

applications are generally expensed in the statement of operations in the period incurred because there is uncertainty as to the future

economic benefit of the asset.

Conversely, if a product is approved for market (as is the case of the end product ethanol), or if future

economic benefit is probable, or if an alternative future use is available to the Company, then such patent costs can be capitalized

and amortized over the expected revenue life of the patent(s).

Since the Company’s primary end products are expected to be sugar, ethanol, and SAF, which are in wide use,

the Company has determined that it is reasonable to capitalize the patent costs associated with its CTS process.

and Development

Company expenses all research and development costs as incurred.

For the years ended December 31, 2023, and December 31, 2022, the amounts

charged to research and development expenses were $ 1,849,967 and $ 2,350,218 , respectively.

January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers.

Under ASC 606, the Company recognizes revenue

from the commercial sales of products by:

(1) identify the contract (if any) with a customer;

(2) identify the performance obligations

in the contract (if any);

(3) determine the transaction price;

(4) allocate the transaction price to each performance obligation in the

contract (if any);

and (5) recognize revenue when each performance obligation is satisfied.

Under ASC 606, revenue is recognized when

the following criteria are met:

evidence of an arrangement exists;

has been delivered or the services have been rendered to the customer;

sales price is fixed or determinable;

collectability

of the fee or sales price is reasonably assured.

Company currently has no customers.

The Company’s revenues are expected to be derived principally from products sold through joint

ventures and corporate owned plants.

However, no sales have occurred through those revenue streams to date.

The company will recognize

revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and

is based on the applicable shipping terms.

Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives

and Hedging Activities”.

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative

financial instruments according to certain criteria.

The criteria include circumstances in which (a) the economic characteristics and

risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host

contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at

fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same

terms as the embedded derivative instrument would be considered a derivative instrument.

Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from

their host instruments) as follows:

The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion

options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment

date of the note transaction and the effective conversion price embedded in the note.

Debt discounts under these arrangements are amortized

over the term of the related debt to their stated date of redemption.

As of December 31, 2023, the Company has convertible instruments

but none that have intrinsic value to conversion options, hence no bifurcation is necessary.

for Derivative Instruments

Company issues debentures where the number of shares into which a debenture can be converted is not fixed.

(For example, when a debenture

converts at a discount to market based on the stock price on the date of conversion.) The Company analyzes the embedded conversion option

of the convertible debentures to determine if it should be bifurcated from the host contract and recorded at their fair value.

In accounting

for derivatives, the Company records a liability representing the estimated present value of the conversion feature considering the historic

volatility of the Company’s stock, and a discount representing the imputed interest associated with the beneficial conversion feature.

The discount is then amortized over the life of the debenture and the derivative liability is adjusted periodically according to stock

price fluctuations.

At the time of conversion, any remaining derivative liability is charged to additional paid-in capital.

of determining derivative liability, the Company uses Black-Scholes modeling for computing historic volatility.

As of December 31, 2023,

the Company has no derivative instruments.

inception, the Company determines if a contractual arrangement is, or contains, a lease.

Right-of-use (“ROU”) assets and

liabilities related to operating leases are separately reported in the Balance Sheets.

The Company currently has no financing leases.

assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over

the lease term.

When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining

the present value of the future lease payments.

The incremental borrowing rate is derived from information available at the lease commencement

date and represents the rate of interest that a lessee would have to pay to borrow an amount equal to the lease payments on a collateralized

basis over a similar term in a similar economic environment.

Operating lease ROU assets and liabilities also include any cumulative prepaid

or accrued rent when the lease payments are uneven throughout the lease term.

The ROU assets and lease liabilities may include options

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

liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term.

For operating

leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term.

Variable lease expenses are recorded when incurred.

Stock Purchase Warrants and Other Derivative Financial Instruments

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settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts

are indexed to its own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”).

The Company classifies

as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an

event occurs and if that event is outside the Company’s control) or give the counterparty a choice of net-cash settlement or settlement

in shares (physical settlement or net-share settlement).

The Company assesses the classification of its common stock purchase warrants

and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities

in non-consolidated affiliates

in non-consolidated affiliates are accounted for using the equity method or cost basis depending upon the level of ownership and/or the

Company’s ability to exercise significant influence over the operating and financial policies of the investee.

When the equity

method is used, investments are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share

of the investees’ net income or losses after the date of investment.

When net losses from an investment are accounted for under

the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for.

Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company’s

share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended.

are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

The Company monitors

its investment for impairment at least annually and makes appropriate reductions in the carrying value if it determines that an impairment

charge is required based on qualitative and quantitative information.

As of December 31, 2023, the Company had no investments in non-consolidated

are indexed to its own stock.

The Company classifies as assets or liabilities any contracts that require net-cash settlement (including

a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or give the

counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

The Company assesses

the classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether

a change in classification between assets and liabilities is required.

of Long-Lived Assets

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Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.

Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.”

Under this method, income tax expense is recognized for the amount of:

(i) taxes payable or refundable for the current year and (ii)

deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements

or tax returns.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a

change in tax rates is recognized in the results of operations in the period that includes the enactment date.

A valuation allowance

is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is

more likely than not some portion or all of the deferred tax assets will not be realized.

Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and

prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position

taken or expected to be taken in a tax return.

ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties,

accounting in interim periods, disclosure, and transition.

The Company has no material uncertain tax positions for any of the reporting

periods presented.

(Loss) per Common Share :

Company uses the asset and liability method of accounting for income taxes.

Under this method, income tax expense is recognized for the

(i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting

from matters that have been recognized in an entity’s financial statements or tax returns.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of

operations in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported

if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred

tax assets will not be realized.

evaluate uncertain tax positions in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax

positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not

recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with

the related tax authority would be recognized.

has no material uncertain tax positions for any of the reporting periods presented.

Income (Loss) per Share :

profit (loss) per share amounts have been calculated using the weighted-average number of common shares outstanding during each reporting

6 unchanged sentences

per share amounts are the same as the impact of potential common shares is antidilutive.

grants income is recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the

underlying costs for which the grant is intended to compensate.

A grant receivable is recognized for expenses or losses already incurred

but for which grant funding has not yet been received.

Grant funding received in excess of expenses or losses incurred is recognized

as deferred revenue.

Company has adopted the disclosure requirements of Accounting Standards Codification (“ASC”) 832 Government Assistance.

Value Measurements

1 unchanged sentence

in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

estimated fair value of certain financial instruments, payables to related parties, and accounts payable and accrued expenses are carried

at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the

6 unchanged sentences

3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

December 31, 2022, the Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair

value in accordance with ASC 825-10.

December 31, 2024 and 2023, the Company has no assets or liabilities that are measured at fair value on a recurring basis.

estimated fair value of certain financial instruments including notes payable are

carried at historical cost basis, which approximates their fair values because of the short-term nature of these

Company operates as a single operating segment.

All financial information is reviewed by the Company’s Chief Operating Decision

Maker (CODM).

The Company’s CODM is its chief executive officer.

The CODM uses net loss, as presented in the statement of operations,

to assess segment performance and allocate resources.

The measure of segment assets is reported on the balance sheet as total assets.

Accounting Pronouncements

time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that

may have an impact on the Company’s accounting and reporting.

The Company believes that such recently issued accounting pronouncements

and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting

or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07,

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to

include disclosure of incremental segment information on an annual and interim basis.

Among the disclosure enhancements are new disclosures

regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported

measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within

fiscal years beginning after December 15, 2024, and are applied retrospectively.

The adoption of this update as of December 31, 2024

had minimal impact on our consolidated financial statements and disclosure.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures, amending income tax disclosure

requirements for the effective tax rate reconciliation and income taxes paid.

The amendments in ASU 2023-09 are effective for fiscal

years beginning after December 15, 2024 and are applied prospectively.

Early adoption and retrospective application of the amendments

are permitted.

We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included

in certain expense captions presented on the income statement.

The new disclosure requirements are effective for the Company’s

annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted,

and may be applied either prospectively or retrospectively.

The Company is currently evaluating the ASU to determine its impact on our

consolidated financial statements and disclosures

time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.

Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact

on the Company’s consolidated financial statements upon adoption.

4 – PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

AND EQUIPMENT

and Improvements

PROPERTY AND EQUIPMENT

December 31, 2024

December 31, 2023

Building and Improvements

Construction and Engineering

Machinery and Equipment

Furniture and Fixtures

Computer Equipment

Property and Equipment, gross

Accumulated Depreciation

$ ( 243,089 )

$ ( 127,178 )

and Equipment

Less Accumulated Depreciation

Property and Equipment

depreciation expense was $ 118,798 and $ 119,476 for the years ended December 31, 2024, and 2023, respectively.

2 unchanged sentences

the disposal of assets.

In the fiscal year ended December 31, 2022, the Company disposed of laboratory equipment and machinery that was

no longer in use for a total of $ 1,185 that originally was purchased for $ 240,898 and that had accumulated depreciation of $ 199,614 ,

thereby taking a loss of $ 40,099 on the disposal of assets.

In the fiscal year ended December 31, 2024, the Company did no t dispose of any equipment.

5 – PATENTS AND TRADEMARKS

Company has obtained two patents and has applied for three more patents on its technology, and has also applied for international patents.

The Company has capitalized the legal and filing fees in the amount of $ 254,786 as of December 31, 2023.

of each remaining debt, including those that have been paid off or renegotiated during 2023, are indicated below.

Payable – Related Parties

December 13, 2023, and also on August 10, 2023, and on June 30, 2023, the Company entered into a long-term convertible notes with board

member Chris Kneppers, with principal balances of $ 10,000 , $ 50,000 and $ 50,000 , respectively, that are to be repaid when the Company

receives $5 million in equity investment.

The Notes carry a 10 % interest per annum.

The Notes are convertible, at the option of the lender,

into common shares of the Company at 15 cents per share, plus a warrant with a strike price of 25 cents per share and a 5 -year expiration,

for a total of 733,333 shares and warrants.

November 11, 2023, and also on July 7, 2023, the Company entered into two long-term convertible notes with board member Edmund Burke,

with a total principal balance of $ 15,000 and $ 25,000 , respectively, that are to be repaid when the Company receives an equity investment

of at least $3 million.

Otherwise, they accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of

50,000 and 30,000 respectively every 12 months instead of interest, with a minimum of 80,000 warrants.

The Notes may convert into common

stock at $ 0.13 /share at the option of the holder for a total of 307,692 shares.

June 2023, the Company entered into a short-term convertible note with board member Chris Kneppers, with a principal balance of $ 100,000 ,

that if it’s not paid by December 6, 2023, it automatically extends for another 6 months.

It’s convertible at the option

of the lender into common stock at $ 0.13 /share for a total of 769,231 shares.

April 2023, the Company entered into a long-term convertible note with board member Edmund Burke, with a principal balance of $ 150,000 ,

that is to be repaid when the Company receives an equity investment of at least $1.5 million.

Otherwise, it accrued warrants, with a

strike price of 15 cents and an expiration of 5 years, at the rate of 100,000 every 6 months instead of interest.

It may convert into

common stock at $ 0.13 /share at the option of the holder for a total of 1,153,846 shares.

January 2023, the Company entered into a short-term convertible note with board member Chris Kneppers, with a principal balance of $ 250,000 ,

that if it’s not paid by July 4, 2023, it converts at the option of the Company into common stock at $ 0.13 /share for a total of

1,923,077 shares.

This debt remains on the books because the Company hadn’t converted it into shares as of the end of 2023.

The Company has obtained one trademark and has four more pending.

The Company has capitalized the legal and filing fees of its patents

and trademarks in the amount of $ 298,079 as of December 31, 2024.

The Company disposed of one trademark in 2024, and recognized an expense

for the years ended December 31, 2024 and 2023 associated with the Company’s debt is outlined below.

Payable – Related Party

2023, the Company entered into long term convertible note agreements of $460,000 with board member Chris Kneppers.

These notes bore interest

at 10% and were convertible into shares of the Company’s comment stock at rates that ranged from $0.13 to $0.25 per share.

of the notes were due to be paid or automatically converted in 2024.

The remaining were to be paid when the Company completes a capital

raise of at least $5.0 million.

2024, prior to June 22, 2024, the Company borrowed an additional $240,000 from Mr.

These notes were non-interest bearing and

were initially due 13 months after issuance.

The outstanding principal balance due to Mr.

Kneppers on June 22, 2024 was $940,000.

June 22, 2024, the terms of all of the convertible notes due to Mr.

Kneppers were modified.

Under the modification, the notes are now

payable on the earliest of the date on which the Company (1) uplists to the Nasdaq or NYSE;

(2) receives $5 million in equity financing;

or (3) begins generating revenue from its first facility.

Subsequent to the amendment, the Company borrowed an additional $440,000 with

Total outstanding principal balance due Mr.

Kneppers at December 31, 2024 is $1,140,000.

In January and February 2025, the

Company borrowed an additional $100,000 from Mr.

Kneppers with the same terms.

connection with modification of the terms of all of Mr.

Kneppers notes, interest stopped accruing on March 31, 2024.

In lieu of interest,

the Company will pay Mr.

Kneppers 100% of the outstanding loan balance due him contingent upon the financing of the first plant.

interest and loan amounts automatically come due upon a change of control of the Company or if the Company files for bankruptcy under

Chapter 11 or Chapter 7.

During the years ended December 31, 2024 and 2023, the Company recognized $11,500 and $35,151, respectively,

in interest expense on these notes due to Mr.

At December 31, 2024 and 2023, accrued interest payable to Mr.

Kneppers is $46,651

and $35,151, respectively.

Notes Payable – Related Party

June and November 2023, the Company entered two long-term convertible notes with board member Edmund Burke with principal amounts of

$25,000 and $15,000, respectively, to be repaid when the Company receives an equity investment of at least $3 million.

The notes may

convert into common stock at $0.13/share at the option of the holder for a total of 307,692 shares.

Until repayment, the note agreement

requires the Company to issue to Mr.

Burke 80,000 warrants having a strike price of $0.15 and an expiration of 5 years every twelve months

in lieu of interest.

During the years ended December 31, 2024 and 2023, 80,000 warrants with a fair value of $5,932 and $8,180, respectively,

were issued to Mr.

Burke (see Note 7).

The fair value of these warrants is included in interest expense – related parties on the

statement of operations.

April 2023, the Company entered a long-term convertible note with board member Edmund Burke, with a principal balance of $150,000, to

be repaid when the Company receives an equity investment of at least $1.5 million.

The notes may convert into common stock at $0.13/share

at the option of the holder for a total of 1,153,846 shares.

Until repayment, the note agreement requires the Company to issue to Mr.

Burke 100,000 warrants having a strike price of $0.15 and an expiration of 5 years every six months in lieu of interest.

During the years

ended December 31, 2024 and 2023, 100,000 warrants with a fair value of $6,518 and $13,914, respectively, were issued to Mr.

The fair value of these warrants is included in interest expense – related parties on the statement of operations.

Notes Payable – Non-Related Parties

January through April 2024, the Company issued convertible notes to four different individuals totaling $250,000.

These notes carried

no interest and were convertible, at the option of the lender, into common shares of the Company at 8 cents per share plus a warrant

with a strike price of 10 cents per share and a 5-year expiration.

These notes were due 13 months after issuance and would automatically

convert into shares of the Company’s common stock if not paid.

In the second half of 2024, all of these notes converted into 3,125,000

shares of the Company’s common stock and 3,125,000 warrants (see Note 7).

December 2023, the Company issued a convertible note to one individual for $50,000.

The note was non-interest bearing and had a term

of thirteen months.

In January 2025, the note was converted into 625,000 shares of the Company’s common stock and 625,000 warrants

with a strike price of $0.10 per share and a five year expiration.

Notes Payable

July 2016, the Company issued six (6) short-term notes payable to related parties in conjunction with the Company’s acquisition

17 unchanged sentences

cost to build, subject to a minimum equity interest of 1.25% in said plant.

This was discharged on September 18, 2024, and the Company

recognized a gain on debt extinguishment of $2,320,932.

Notes Payable — Other

February 28, 2018, the Company entered into a short-term loan with Steven Sadaka, with a principal balance of $100,000 due and payable

31 unchanged sentences

11 proceedings, and as per the Plan Confirmation, it is agreed that $50,315 is to be paid out of future gross revenues.

Payable – Chapter 11 Settlement

July 18, 2018, the Company’s former Controller Dennis Lenaburg sued the Company for $ 2,694,577 dollars plus stock warrants in the

Circuit Court of the 15 th Judicial Circuit in Palm Beach County, Florida.

That lawsuit was moved to the Bankruptcy Court when

the Company entered Chapter 11 on October 22, 2018.

The Company filed a Complaint against Lenaburg on November 16, 2018, in the bankruptcy

court in the Southern District of Florida.

The bankruptcy judge ordered mediation, and a settlement was reached that paid Lenaburg $ 13,650

upon Plan Confirmation and a $ 50,000 claim payable no later than three years after the Plan effective date, plus 1.5 million common stock

warrants with a strike price of $ 0.30 /share and a ten -year expiration period.

The $ 50,000 claim was fully paid in Q1 2023.

Nothing remains

due on this Settlement.

Payable – Other

July 2016, the Company issued a short-term note payable to a third party in conjunction with the Company’s acquisition of the remaining

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mentioned above, if any, or discharged to the extent unpaid five years after September 18, 2019.

This Note was discharged on September

18, 2024, and the Company recognized a gain on debt extinguishment of $96,570.

November 2017, the Company entered into a convertible debenture with Lucas Hoppel, with a principal balance of $143,000 due and payable

38 unchanged sentences

SCHEDULE OF NOTES PAYABLE

Term Chapter 11 Settlement

Term Convertible Notes – Related Party

Term Convertible Notes Payable – Related Party

Term Notes Payable from future revenue — Related Party

Term Notes Payable from future revenue — Other

Term Note Payable from future profits — Related Party

Term Note Payable from future profits — Other

$ 100,000 of the $ 3,388,132 due as of December 31, 2023, is due at a specific point in time.

$ 300,000 automatically converts into equity

and $ 300,000 is due depending on the raising of millions in capital.

$ 2,738,132 of the amount due as of December 31, 2023, is due out

of future revenue or future profits.

$ 2,417,502 of the $ 2,738,132 will be discharged if not paid by September 18, 2024, which is 5 years

after the Company exited Chapter 11.

Notes Payable

December 31, 2024

December 31, 2023

Current Convertible Notes — Other

Current Convertible Notes – Related Party

Long Term Convertible Notes Payable – Related Party

Long Term Convertible Notes – non-Related Party

Long Term Notes Payable – Related Party

Long Term Notes Payable from future revenue — Related Party

Long Term Notes Payable from future revenue — Other

Long Term Note Payable from future profits — Related Party

Long Term Note Payable from future profits — Other

TOTAL NOTES PAYABLE

of December 31, 2024, only $50,000 of the $1,700,630 outstanding notes payable was due at a specific point in time.

That $50,000 was

converted in January 2025.

Of the remaining amount outstanding:

$1,330,000 is due on a successful capital raise ranging from $1.5 million

to $5 million;

and $320,630 will be paid from future revenue or profits.

7 – STOCKHOLDERS’ EQUITY

total number of shares of capital stock, which the Company has authority to issue, is 1,010 million, 1000 million of which are designated

as common stock at $ 0.001 par value (the “Common Stock”) and 10 million of which are designated as preferred stock par value

$ 0.001 (the “Preferred Stock”).

As of December 31, 2023, the Company had 302,750,963 shares of Common Stock issued and outstanding

and no shares of Preferred Stock were issued.

Holders of shares of Common stock shall be entitled to cast one vote for each share held

at all stockholders’ meetings for all purposes, including the election of directors.

The Common Stock does not have cumulative

voting rights.

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive

any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class,

whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

has yet to designate any rights, preferences and privileges for any of its authorized Preferred Stock.

the year ended December 31, 2023, the company issued an aggregate of 174,194 shares of its common stock for services, valued at $ 29,300 .

the year ended December 31, 2023, the Company issued an aggregate of 794,000 warrants for services.

Using a Black-Scholes asset pricing

model, these were valued at $ 84,677 .

the year ended December 31, 2023, 5,950,148 warrants were exercised for proceeds of $ 97,251 .

the year ended December 31, 2023, no employee stock options were exercised.

the year ended December 31, 2023, the Company issued 6,684,998 common shares for cash through private placements of $ 1,002,772 .

the year ended December 31, 2023, the Company issued unvested options under its Employee & Directors Stock Option Plan to purchase

an aggregate of 17,150,000 shares of common stock for a period of ten years at an exercise price of $ 0.19 to $ 0.20 .

Using a Black-Scholes

asset-pricing model, these agreements were valued at $ 2,835,613 .

The Company issued an additional 1,000,000 options that were vested

with a Black-Scholes value of $ 157,939 .

An additional 3,385,000 options vested.

These vested options were valued at $ 479,089 .

the year ended December 31, 2022, the company issued an aggregate of 812,119 shares of its common stock for services, valued at $ 136,550 .

the year ended December 31, 2022, the Company issued an aggregate of 77,333 warrants for services.

Using a Black-Scholes asset pricing

model, these were valued at $ 9,773 .

The Company also issued an aggregate of 2,000,000 unvested warrants for services to be performed.

The services were not performed, and the warrants expired in 2023.

the year ended December 31, 2022, 7,000,000 warrants were exercised for proceeds of $ 105,000 .

the year ended December 31, 2022, 350,000 employee stock options were exercised for proceeds of $ 15,900 .

the year ended December 31, 2022, 11,043 shares of common stock were rescinded.

the year ended December 31, 2022, the Company issued 7,786,664 common shares for cash through private placements of $ 1,168,000 .

the year ended December 31, 2022, the Company issued options under its Employee & Directors Stock Option Plan to purchase an aggregate

of 2,000,000 shares of common stock for a period of ten years at an exercise price of $ 0.17 .

Using a Black-Scholes asset-pricing model,

these agreements were valued at $ 319,327 .

Only 100,000 of those options vested in 2022.

A total of 12,560,000 options vested.

options were valued at $ 1,565,589 .

option activity under the 2021 ESOP for the year ending December 31, 2023, is as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

Shares Outstanding

Average Exercise Price

Average Remaining Contractual Term (years)

Intrinsic Value ($0’s)

as of December 31, 2022

as of December 31, 2023

Vested as of December

Shares Outstanding

Average Exercise Price

Average Remaining Contractual Term (years)

Intrinsic Value ($0’s)

as of December 31, 2021

as of December 31, 2022

Vested as of December

activity for the year ending December 31, 2023, is as follows:

of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes,

including the election of directors.

The Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class

shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock

of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for

money, for consideration other than money, or by way of dividend.

The Company has yet to designate any rights, preferences and privileges

for any of its authorized Preferred Stock.

the year ended December 31, 2024, the Company had the following transactions associated to its shares of common stock:

1,970,000 units consisting of one shares of its common stock consisting of one share of common stock and one warrant through private

placements for $ 197,000 .

The warrants have a strike price of $ 0.15 and a five -year expiration.

114,545 shares of its common stock with a fair value of $ 10,095 for services.

3,125,000 shares of its common stock upon conversion of notes payable with a principal balance of $ 250,000 .

the year ended December 31, 2023, the Company had the following transactions associated to its shares of common stock:

6,684,998 units consisting of one share of common stock and one warrant through private placements for $ 1,002,773 .

The warrants have

a strike price of $ 0.25 and a five -year expiration.

174,194 shares of its common stock for services with a fair value of $ 29,300 .

5,450,148 shares of common stock upon exercise of warrants for proceeds of $ 72,251 .

500,000 shares of common stock upon exercise of employee stock options for proceeds of $ 25,000 .

activity for the years ending December 31, 2024 and 2023 is as follows:

SCHEDULE OF WARRANT ACTIVITY

Average Exercise Price

Average Remaining Contractual Term (years)

Intrinsic Value ($0’s)

as of December 31, 2022

as of December 31, 2023

Vested as of December

Average Exercise Price

Average Remaining Contractual Term (years)

Intrinsic Value ($0’s)

as of December 31, 2021

as of December 31, 2022

Vested as of December

Weighted Average

Exercise Price

Balance, December 31, 2022

Issued in connection with:

Common stock units sold for cash

Debt-related interest

( 2,401,332 )

( 5,450,148 )

Balance, December 31, 2023

Issued in connection with:

Common stock units sold for cash

Debt-related interest

Debt conversion

Expired or rescinded

( 3,397,981 )

Exchanged for stock options

Balance, December 31, 2024

of December 31, 2024, outstanding warrants have a weighted average remaining life of 3.32 years.

the year ended December 31, 2024, the Company issued 303,500 warrants for services having a fair value of $ 23,820 and 180,000 warrants

for debt-related interest and financing costs having a fair value of $ 12,450 .

The Company also cancelled 350,000 warrants and recognized

a loss of $ 29,991 on the cancellation.

In addition, a total of 1,250,000 warrants were issued in exchange for the same number of stock

options that were granted in prior years.

the year ended December 31, 2023, the Company issued 614,000 warrants for services having a fair value of $ 62,583 and 180,000 warrants

for debt-related interest and financing costs having a fair value of $ 22,094 .

2021, the Company adopted the 2021 Employee, Director Stock Plan (the “2021 Plan”) to provide the Corporation with share-related

mechanisms to attract and retain persons eligible to participate in the 2021 Plan, motivate Participants to achieve long-term Company

goals, and further align holders’ interests with those of the Company’s other stockholders.The Plan was approved by the Corporation’s

shareholders on June 2, 2021.

The Plan allows for grants of restricted stock, stock options and other forms of incentive compensation

to our officers, employees, directors and consultants.

Under the terms of the Plan, the aggregate maximum number of shares that may be

issued pursuant to awards granted under the Plan cannot 15% of the Company’s issued and outstanding common stock on a fully-diluted

Shares delivered under the Plan will be from authorized but unissued shares of the Company.

option activity for the years ending December 31, 2024 and 2023 is as follows:

SCHEDULE OF OPTION ACTIVITY

Weighted Average

Exercise Price

Balance, December 31, 2022

Options granted

Options expired

( 7,175,000 )

Options exercised

Balance, December 31, 2023

Options granted

Options expired

Exchanged for warrant

( 1,250,000 )

Balance, December 31, 2024

Vested, December 31, 2024

the years ended December 31, 2024 and 2023, the Company recognized share based compensation expense from options of $ 1,649,555

(general and administrative expense of $ 535,395 and research and development expense of $ 1,114,160 ) and $ 637,028

(general and administrative expense of $ 169,382 and research and development expense of $ 467,646 ), respectively.

weighted average remaining life of outstanding and vested options is 6.9 years and 6.2 years, respectively.

At December 31, 2024, outstanding

vested options had an intrinsic value of $ 196,174 , and the total intrinsic value of all options is $ 328,762

December 31, 2024, remaining compensation to be recognized as future vesting of stock options is approximately $4.2 million of which

approximately $0.1 million will vest over the next year and approximately $4.1 million will vest upon the probability of achieving performance

milestone criteria.

the year ended December 31, 2024, the Company granted 29,166,571 options with a fair value of $ 2,851,422 under the 2021 Plan.

granted in 2024 had terms ranging from five to ten years except for 1,158,334 options which had a term of 0.25 years.

The 2024 option

grants had exercise prices ranging from $ 0.11 to $ 0.12 .

the year ended December 31, 2023, the Company granted 18,150,000 options with a fair value of $ 2,993,552 under the 2021 Plan.

had a term of ten years with exercise prices ranging from $ 0.16 to $ 0.20 .

Value of Warrants and Stock Options issued:

following ranges of assumptions were used in calculations of the Black-Scholes option pricing models for option and warrant-based stock

compensation issued in the years ended December 31, 2024 and December 31, 2023:

SCHEDULE OF BLACK-SCHOLES OPTION

PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION

$ 0.061 - $ 0.125

$ 0.106 - $ 0.177

Risk-free interest rate

3.74 % - 4.70 %

3.30 % - 4.72 %

Expected term (in years)

Expected share price volatility

89.73 % - 113.72 %

81.11 % to 123.52 %

Expected dividend yield

0.0 % - 0.0 %

8 – INCOME TAXES

reconciliation of income tax benefit at the U.S.

statutory rate of 21 % for years ending December 31, 2023, and 2022, to the Company’s

effective tax rate, is as follows:

benefit (provision) has been recognized for the years ended December 31, 2024 and 2023.

The reconciliation of income tax benefit at the

statutory rate of 21 % for years ending December 31, 2024, and 2023, to the Company’s effective tax rate, is as follows:

SCHEDULE OF RECONCILIATION BETWEEN STATUTORY TAX RATE AND EFFECTIVE TAX RATE

Statutory federal

income tax rate

State income tax, net of federal

tax provision (benefit)

provisional (benefit) for income tax is summarized as follows:

SCHEDULE OF INCOME TAX PROVISION

in valuation allowance

tax provision (benefit)

Statutory federal income tax rate

State income tax, net of federal benefits

Change in Valuation Allowance

Income tax provision (benefit)

tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2024 and 2023

1 unchanged sentence

SCHEDULE OF TAX EFFECTS OF PRINCIPAL TEMPORARY DIFFERENCES THAT GIVE RISE TO DEFERRED TAX ASSETS

Years Ended, December 31

Deferred tax asset

operating loss carryovers (federal)

Total deferred

Net operating loss carryovers

Total deferred tax assets

Valuation Allowance

( 13,329,866 )

( 12,964,426 )

tax asset, net of allowance

of December 31, 2023, and 2022, the Company had approximately $ 51,176,471 and $ 48,121,278 of Federal net operating loss carryovers (“NOLs”)

to offset taxable income, if any, in future years which begin to expire in 2033 .

Utilization of the NOLs may be subject to limitation

under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

Deferred tax asset, net of allowance

of December 31, 2024, the Company has U.S.

net operating loss carryforwards (“NOLs”) of approximately $ 29.9 million that

expire in 2032 through 2037 and approximately $ 23.2 million with no expiration but which are subject to an 80% limitation upon utilization.

The Company has state net operating loss carryforwards of approximately $ 29.9 million that expire in 2032 through 2037.

tax asset table above reflects the tax-effected balances of the Company’s net operating loss carryforwards using a 25.3 % rate for

U.S.-based carryforwards.

2024 and 2023, the Company evaluated its tax positions for years which remain subject to examination by major tax jurisdictions and as

a result concluded no adjustment was necessary.

The Company had no unrecognized tax benefits as of December 31, 2024 and 2023.

recognizes interest accrued related to unrecognized tax benefits and penalties in its income tax provision.

tax returns for the

years 2021 to 2023 remain subject to examination but there are currently no ongoing exams in any taxing jurisdictions.

Tax returns for

years prior to 2021 may remain open with respect to net operating loss carryforwards that are utilized in a later year, as tax attributes

from prior years can be adjusted during an audit of a later year.

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of

7 unchanged sentences

it is more likely than not that all of the deferred tax asset will not be realized.

December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the

Internal Revenue Code.

Changes include, but are not limited to, a federal corporate tax rate decrease from 35 % to 21 % for tax years beginning

after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time

transition tax on the mandatory deemed repatriation of foreign earnings.

The Company has estimated its provision for income taxes in

accordance with the Tax Act and guidance available.

Company files U.S.

Federal and Florida tax returns that are subject to audit by tax authorities.

The Company’s policy is to classify

assessments, if any, for tax and related interest and penalties as tax expense.

9 - COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

in any litigation at this time.

Company consolidated its premises into one location on November 1, 2019, and currently leases office and laboratory space in Palm Beach

Gardens, FL, that is classified as operating lease right-of-use (“ROU”) assets and operating lease liabilities in the Company’s

consolidated balance sheet.

ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments

over the lease term at the commencement date for leases exceeding 12 months.

The lease period was for twenty-four (24) months from November

1, 2019, to October 31, 2021.

This had been extended for one year until October 31, 2022, and was further extended for two more years

until October 31, 2024.

Annual rent commenced at $ 84,100 per annum and increased 3 % per year.

The latest amendment adjusted to lease

to $ 102,950 per annum and increases at 3 % per year.

Tenant is also required to cover operating costs that are estimated at $ 3,600 per

Operating lease expense is recognized on a straight-line basis over the lease term and is included in General & Administrative

842 was effective for us beginning January 1, 2019.

The adoption had a material impact on our consolidated balance sheets, but did not

have a material impact on our consolidated income statements.

The most significant impact was the recognition of ROU assets and lease

liabilities for operating leases.

addition, the Company leases land in Arcadia, FL where it grows king grass.

The original lease began on September 1, 2020, and was for

18.2 acres at an annual cost of $ 6,370 that the Company has the right to renew for a total of 5 years.

A second lease began on March

31, 2023, for an additional 167.6 acres at a cost of $ 24,721 every 6 months that the Company also can continue for up to 5 years.

those leases can be terminated at will, they are not included in the ROU or lease liability on the Company’s balance sheet.

rent expense for the years ending December 31, 2023, and 2022, were $ 214,902 and $ 139,083 , respectively.

following table provides the components of the lease expense for the periods indicated:

SCHEDULE OF COMPONENTS OF THE LEASE EXPENSE

Finance Lease Cost:

of ROU assets

on lease liabilities

Operating lease

lease expense

following table provides supplemental cash flow and other information related to leases for the periods indicated:

SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES

December 31, 2023

December 31, 2022

Cash paid for amounts included in measurement

of lease liabilities:

Operating cash flows from operating leases ( 1 )

Operating cash flows from finance leases

Financing cash flows from finance leases

ROU assets obtained in exchange for new lease liabilities:

Finance leases

Operating leases

are included in Other operating activities on the consolidated cash flow statements.

following table provides the lease terms and discount rates for the periods indicated:

SCHEDULE OF LEASE TERMS AND DISCOUNT RATES

Weighted-average

remaining lease term (years):

Weighted-average

discount rate:

following table provides supplemental balance sheet information related to leases at the dates indicated:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

lease ROU assets (1)

lease ROU assets

lease liabilities

(1) Amounts are included

in Property and equipment, net on the consolidated balance sheets.

following table provides maturities of undiscounted lease liabilities at December 31, 2023

SCHEDULE OF MATURITIES OF UNDISCOUNTED LEASE LIABILITIES

lease payments

Present value

of lease liabilities

Current portion of lease obligation

long-term lease obligation

following table provides maturities of undiscounted lease liabilities at December 31, 2022:

lease payments

Present value

of lease liabilities

Current portion of lease obligation

long-term lease obligation

10 – RELATED PARTY TRANSACTIONS

Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related

party transactions.

Pursuant to ASC 850-10-20, related parties include:

a) affiliates of the Company;

b) entities for which investments

in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of

Section 825–10–15, to be accounted for by the equity method by the investing entity;

c) trusts for the benefit of employees,

such as pension and profit-sharing trusts that are managed by or under the trusteeship of management;

d) principal owners of the Company;

e) management of the Company;

f) other parties with which the Company may deal if one party controls or can significantly influence the

management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing

its own separate interests;

and g) other parties that can significantly influence the management or operating policies of the transacting

parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that

one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

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

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 be owed back pay.

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

opportunities.

However, they may not engage in competing business interests.

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.

2024 and 2023, the Company maintained a lease agreement for office and laboratory space in Palm Beach Gardens, Florida, classified as

an operating lease.

The original lease, signed in 2019, had a five -year term and was renewed by the Company in 2024 for an additional

The renewed lease includes escalating monthly payments ranging from $ 9,100 to $ 10,242 .

For the initial measurement of the

lease liability and right-of-use asset, the Company applied a discount rate of 10.0 %, reflecting its estimated incremental borrowing

As of December 31, 2024, the weighted average remaining lease term for the operating lease was 4.9 years.

December 31, 2024, minimum lease payments to be paid by the Company are as follows:

SCHEDULE OF MINIMUM LEASE PAYMENTS

Total lease payments

Less imputed interest

Present value of lease liabilities

Current portion

Long term portion

Additionally,

the Company leases 18.2 acres of land in Arcadia, Florida for cultivating king grass.

The original lease commenced on September 1, 2020,

with an annual cost of $ 6,370 and includes a renewal option for up to five years .

A second lease, covering an additional 167.6 acres,

began on March 31, 2023, at a semi-annual cost of $ 24,721 , also with a renewal option for up to five years .

As these leases can be terminated

at will, they are not recognized as right-of-use assets or lease liabilities on the Company’s balance sheet.

The lease for the

167.6 acres was not renewed in 2024.

the year ended December 31, 2024 and 2023, the Company recognized rent expense, including common area maintenance fees and state sales

tax, of $ 175,121 and $ 214,902 , respectively.

In the statement of operations, rent expense of $ 166,576 (2023:

$ 159,090 ) is included in

general and administrative expense and $ 8,545 (2023:

$ 55,812 ) is included in research and development costs.

10 – RELATED PARTIES AND TRANSACTIONS

Party transaction with the Company are as follows :

Short-term notes payable,

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

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 receive less than full salaries.

During 2024, the board

of directors approved an increase in salaries to two officers of the Company retroactive to August 1, 2023, in light of the fact

that they are not receiving payments of salaries on a consistent basis.

CEO Ben Slager is to receive annual salary of $ 525,000 and

CFO Anthony Santelli $ 325,000 .

In June 2024, the board

of directors approved a partial anti-dilution compensation for CEO Ben Slager, CFO Anthony Santelli, and Director Chris Kneppers

to be paid in restricted stock units and stock options of 4 %, 3 %, and 3 %, respectively, of the equity and warrants sold to investors

on the next $ 50 million in equity raised into the Company or its subsidiaries.

This is compensation for their deferring salary or

lending funds to the Company until such raise(s) is affected.

These restricted share units will be issued as the Company raises capital

through sale of its common stock.

As of the end of 2024, Ben Slager is to be issued 88,800 RSUs and options with a 15 cent exercise

price and expiring on November 14, 2029, and both Anthony Santelli and Chris Kneppers are each to be issued 66,600 RSUs and 66,600

These remain payable as of December 31, 2024.

As of April 1, 2024, the

board of directors approved ceasing accruing interest on back pay due to officers and on directors’ fees.

In lieu of interest,

the Company will pay an additional $ 25,000 to each director contingent upon the financing of the first plant or the successful uplisting

to the NYSE or Nasdaq.

Similarly, a performance bonus equal to 100 % of the outstanding back pay balance due to Officers Ben Slager

and Anthony Santelli shall be paid contingent upon the financing of the first plant.

These amounts automatically come due upon a

Change of Control or if the Company files for bankruptcy under Chapter 11 or Chapter 7.

As of August 28, 2024,

each Director that is not an Officer shall receive 3.5% in cash and 3.5% in warrants for any investor first introduced to the Company

by the Director.

The warrants shall either be at the same price as any warrants being offered in the raise, or, if there are no warrants

in the raise, then at the closing market price on the date in which the funds are received.

All warrants will have a 5-year expiration

from the date of the investment.

No such cash/warrants were earned in 2024.

11 – GRANT INCOME

September 2024, the Company was awarded a Small Business Innovation Research (“SBIR”) Phase II grant by the U.S.

of Energy (DOE) in the amount of $ 1.15 million to be received subject to meeting certain terms and conditions.

The purpose of the grant

is to support the further development of the Company’s patented CTS process and to bring it to the point of being commercially

Accounting for this DOE grant does not fall under Accounting Standard Codification 606, Revenue from Contracts with Customers ,

as the DOE does not meet the definition of a customer under this standard.

the year ended December 31, 2024, $ 285,000 was recognized as grant income for this grant.

The Company anticipates recognizing an additional

$ 870,000 on this grant over the next 12 months.

July, 2023, the Company was awarded an SBIR Phase I grant by the U.S.

DOE in the amount of $ 206,500 .

The purpose of the grant was to

support the development of the Company’s patented CTS process and its scaling.

Accounting for this DOE grant does not fall under

Accounting Standard Codification 606, Revenue from Contracts with Customers , as the DOE does not meet the definition of a customer

under this standard.

The entire amount was recognized in 2023.

12 – SUBSEQUENT EVENTS

2 unchanged sentences

the Company has identified the following subsequent events:

to December 31, 2023, the Company issued 52,500 shares for services valued at $ 4,200 and 62,500 warrants valued at $ 3,592 .

to December 31, 2023, 133,333 warrants expired.

to December 31, 2023, 1,775,000 employee stock options vested.

These have a Black-Scholes valuation of $ 234,350 .

to December 31, 2023, the company issued convertible notes for $ 230,000 .

These notes may be converted into equity at the discretion of

the holder and all automatically convert into equity if not repaid in 13 months from their date of issue.

to December 31, 2024, the Company issued 44,000 shares of its common stock upon the cashless exercise of 100,000 stock options.

Company converted a convertible note for $ 50,000 into 625,000 shares of the Company’s common stock and 625,000 warrants with an

exercise price of 10 cents and a 5 -year expiration.

Company borrowed an additional $ 100,000 from board member Chris Kneppers (see Note 6).

The board of directors granted 1,659,090 options with exercise price of

$ 0.11 to the Company’s employees.

– CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There was a change in the Company’s independent

registered accounting firm after the first quarter of 2023.

There were no disagreements between the Company and either of its independent

registered accounting firms on accounting or financial disclosure.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data