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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-19 · 156 added, 195 removed, 460 unchanged (43% of the section changed)

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in Internal Control Over Financial Reporting.

were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially

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

were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have

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

– DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

Position and Offices

Benjamin Slager

Chief Executive Officer and Chairman

Anthony Santelli

Chief Financial Officer and Director

Director and Secretary

Chris Kneppers

Executive Officer and Chairman

Financial Officer and Director

and Secretary

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

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

of the directors of the Company (Messrs.

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

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

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

18-23071-EPK) on October 22,

This Bankruptcy Proceeding was closed on October 25, 2019.

16(a) Beneficial Ownership Reporting Compliance

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Number of transactions not reported timely

George Bolton

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

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

Providing a total compensation

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

Integrating compensation

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

Encouraging achievement

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

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

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

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

equity ownership.

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

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of December 31, 2025, AES Financial Advisors, LLC, an entity owned by Anthony Santelli II and his wife Marjorie Santelli, Esq., is owed

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

Santelli became an officer of the Company, plus interest of $20,235.

$68,805, including interest, primarily dating from 2018, prior to when Dr.

Santelli became an officer of the Company.

the year ended December 31, 2025, none of our directors or executive officers adopted , modified or terminated a “Rule 10b5-1 trading

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Principal Position

Option Awards (1)

Non-Equity Incentive Plans

Non-Qualified Deferred Comp on Earnings

Other (back pay)

Benjamin Slager

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Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

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Expiration Date

As of December 31, 2024.

of December 31, 2025.

Equity Awards at Fiscal Year End

December 2024, the Company’s Chief Executive Officer Ben Slager received 826,446 fully vested incentive stock options to purchase

shares of the Company’s common stock and 826,446 incentive stock options that vest in 2025 under the Company’s 2021 Employee

Director Stock Plan at an exercise price of 12.1 cents per share.

May 2025, the Company’s Chief Executive Officer Ben Slager received 2,307,690 unvested stock options to purchase shares of the

Company’s common stock, 769,230 of which vest on each of January 1, 2026, 2027, and 2028, all with an exercise price of 13 cents.

Using a Black-Scholes option pricing model, these were valued at $211,839.

In December 2024, he also received 2,173,554 fully vested non-qualified stock options and 2,173,554 non-qualified stock options that

vest in 2025.

In December 2024, the Company’s Chief Executive Officer

Ben Slager received 826,446 fully vested incentive stock options to purchase shares of the Company’s common stock and 826,446 incentive

stock options that vest in 2025 under the Company’s 2021 Employee Director Stock Plan at an exercise price of 12.1 cents per share.

Using a Black-Scholes option pricing model, these were valued at $144,818.

In December 2024, he also received 2,173,554 fully vested

non-qualified stock options and 2,173,554 non-qualified stock options that vest in 2025.

These were valued at $447,104.

He also received 4,493,450 unvested non-qualified stock options that vest conditionally

upon the commencement of production or upon the stock listing on a major exchange.

He also received

4,493,450 unvested non-qualified stock options that vest conditionally upon the commencement of production or upon the stock listing

on a major exchange.

These were valued at $462,367.

In March 2023, the

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

stock under the Company’s 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if and when

the company is uplisted to the Nasdaq or NYSE.

In March 2023, the company’s Chief Executive Officer Ben Slager received options

to purchase up to 6,000,000 shares of the Company’s common stock under the Company’s 2021 Employee Director Stock Plan at

an exercise price of 20 cents per share that will vest if and when the company is uplisted to the Nasdaq or NYSE.

Using a Black-Scholes

option pricing model, these were valued at $1,015,146.

In January 2021, the company’s Chief Executive Officer Ben Slager received

options to purchase up to 6,000,000 shares of the Company’s common stock at an exercise price of 15 cents per share that vested

January 1, 2022.

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

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

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

Using a Black-Scholes option pricing model, these

were valued at $743,298.

In the year ended December 31, 2020, the Company’s Chief Executive Officer received options to purchase

up to 10,000,000 shares of the company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise

price of 10 cents per share, half that vested immediately, and half that vest upon the commercialization of the CTS process.

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

December 2024, the Company’s Chief Financial Officer Anthony Santelli received 826,446 fully vested incentive stock options to

purchase shares of the Company’s common stock and 826,446 incentive stock options that vest in 2025 under the Company’s 2021

Employee Director Stock Plan at an exercise price of 12.1 cents per share.

Using a Black-Scholes option pricing model, these were valued

In December 2024, he also received 1,173,554 fully vested non-qualified stock options and 1,173,554 non-qualified stock

options that vest in 2025.

In the year ended December 31, 2020, the

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

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

that vest upon the commercialization of the CTS process.

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

May 2025, the Company’s Chief Financial Officer Anthony Santelli received 2,307,690 unvested stock options to purchase shares of

the Company’s common stock, 769,230 of which vest on each of January 1, 2026, 2027, and 2028, all with an exercise price of 13

Using a Black-Scholes option pricing model, these were valued at $211,839.

In December 2024, the Company’s Chief Financial

Officer Anthony Santelli received 826,446 fully vested incentive stock options to purchase shares of the Company’s common stock

and 826,446 incentive stock options that vest in 2025 under the Company’s 2021 Employee Director Stock Plan at an exercise price

of 12.1 cents per share.

Using a Black-Scholes option pricing model, these were valued at $144,818.

In December 2024, he also received

1,173,554 fully vested non-qualified stock options and 1,173,554 non-qualified stock options that vest in 2025.

These were valued at

He also received 3,279,476 unvested non-qualified stock options that vest conditionally

upon the commencement of production or upon the stock listing on a major exchange.

He also received 3,279,476 unvested non-qualified stock options that vest conditionally upon the commencement of production

or upon the stock listing on a major exchange.

These were valued at $337,452.

In March 2023, the

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

stock under the Company’s 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if and when

the company is uplisted to the Nasdaq or NYSE.

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

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

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

In March 2023, the company’s Chief Financial Officer

Anthony Santelli received options to purchase up to 4,000,000 shares of the Company’s common stock under the Company’s 2021

Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if and when the company is uplisted to the Nasdaq

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

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

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

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

commercialization of the CTS process.

In January 2021, the company’s Chief Financial

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

2012 Employee Director Stock Plan at an exercise price of 15 cents per share that vested on January 1, 2022.

Using a Black-Scholes option

pricing model, these were valued at $495,532.

In the year ended December 31, 2020, the Company’s Chief Financial Officer received

options to purchase up to 10,000,000 shares of the company’s common stock under the Company’s 2012 Employee Director Stock

Plan at an exercise price of 10 cents per share, half that vested immediately, and half that vest upon the commercialization of the CTS

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

Versus Performance Disclosure Table

Value of Initial Fixed $100 Investment Based on:

Value of Initial Fixed $100

Investment Based on:

Summary Compensation on Table Total for PEO

Compensation Actually Paid to PEO

Average Summary Compensation on Table Total for Non-PEO NEOs

Average Compensation Actually Paid to Non-PEO NEOs

Total Shareholder Return

Total Shareholder Return of Peer Group

on Table Total

Actually Paid

$ (2,874,601 )

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

Some directors have been accruing that as back pay.

Most directors have been accruing that as back pay.

A resolution dated February 27, 2023, granted each board member 500,000 options that vest when the Company uplists to a major exchange.

A resolution dated May 1, 2025, granted each board member 300,000 options that vest immediately.

following table sets forth compensation we paid to our non-officer directors during the years ended December 31, 2025, and 2024:

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($) (1)

All Other Compensation (S)

Chris Kneppers

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($) (1)

All Other Compensation (S)

Chris Kneppers

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All officers and directors as a group (seven persons)

The percentages in this

table are based upon 307,960,508 shares of common stock issued and outstanding as of December 31, 2024, and assumes the person’s

vested options and warrants are exercised but none other.

Beneficial ownership is

determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect

to the shares.

Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed

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

the percentage of any other person.

Includes 500,000 exercisable

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

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

percentages in this table are based upon 317,872,112 shares of common stock issued and outstanding as of December 31, 2025, and assumes

the person’s vested options and warrants are exercised but none other.

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

power with respect to the shares.

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

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

for computing the percentage of any other person.

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

15,000,000 shares owned by the Benjamin Slager

2021 Irrevocable Trust;

and shares underlying 17,709,230 fully vested and exercisable employee options owned by Benjamin Slager.

Benjamin Slager also

has 15,493,450 additional employee options awarded that will vest upon the sooner of revenue generation from a production facility

or the uplisting to the Nasdaq or NYSE, unless the company enters into a merger or purchase agreement, at which time all options

shall vest immediately.

Includes 23,366,803 shares,

125,000 fully vested and exercisable warrants, and 13,000,000 vested and exercisable employee options owned by Anthony Santelli,

3,476,775 shares and 600,000 fully vested and exercisable warrants owned by AES Capital Partners, LP;

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

fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP, two entities controlled by Anthony Santelli, II.

Anthony Santelli also has 12,279,476 additional employee options awarded that will vest upon the sooner of revenue generation from

a production facility or the uplisting to the Nasdaq or NYSE, unless the company enters into a merger or purchase agreement, at which

time all options shall vest immediately.

Charles Sills also has

1,579,167 options that vest upon obtaining an offtake agreement;

and 789,583 options that will vest if the Company uplists to the

Nasdaq or NYSE.

Includes 900,000 fully

vested and exercisable options.

George Bolton also has 331,667 options that vest over time;

1,579,167 options that vest upon obtaining

an offtake agreement;

and 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 100,000 fully

vested and exercisable options.

Peter Zimeri also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 360,000 warrants.

Edmund Burke also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 19,517,937 shares

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

Chris Kneppers also has 789,583 options that will vest if

the Company uplists to the Nasdaq or NYSE.

Benjamin Slager also has 17,031,910 additional employee options awarded 769,230 that will vest on January 1, 2027, the same number

that will vest on January 1, 2028, and the rest that will vest upon the sooner of revenue generation from a production facility or

the uplisting to the Nasdaq or NYSE, unless the company enters into a merger or purchase agreement, at which time all options shall

vest immediately.

23,366,803 shares, 125,000 fully vested and exercisable warrants, and 13,769,230 vested and exercisable employee options owned by

Anthony Santelli, II;

8,026,177 shares and 3,625,000 fully vested and exercisable warrants owned by The AES Capital Resource Fund,

LP, an entity controlled by Anthony Santelli, II.

Anthony Santelli also has 13,817,936 additional employee options awarded 769,230

that will vest on January 1, 2027, the same number that will vest on January 1, 2028, and the rest that will vest upon the sooner

of revenue generation from a production facility or the uplisting to the Nasdaq or NYSE, unless the company enters into a merger

or purchase agreement, at which time all options shall vest immediately.

Sills also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE or begins commercial production of biofuels.

1,531,667 fully vested and exercisable options.

George Bolton also 789,583 options that will vest if the Company uplists to the Nasdaq

or NYSE or begins commercial production of biofuels.

44,000 shares and 300,000 fully vested and exercisable options.

Peter Zimeri also has 789,583 options that will vest if the Company

uplists to the Nasdaq or NYSE or begins commercial production of biofuels.

13,430,276 shares, 1,110,000 warrants and 300,000 fully vested and exercisable options.

Edmund Burke also has 789,583 options that

will vest if the Company uplists to the Nasdaq or NYSE or begins commercial production of biofuels.

21,017,937 shares owned communally, and 2,333,333 fully vested and exercisable warrants and 300,000 fully vested and exercisable

Chris Kneppers also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE or begins commercial

production of biofuels.

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

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– CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Short-term notes payable,

convertible notes, and legacy liabilities issued to related parties are described in NOTE 6 to the financial statements included

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

notes payable, convertible notes, and legacy liabilities issued to related parties are described in NOTE 6 to the financial statements

included herein.

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.

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.

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 2025, Ben Slager is to be issued 382,000 RSUs and 282,800 options

with a 15 cent exercise price and 99,200 options with an 18 cent exercise price, all expiring five years from the date of issuance,

and both Anthony Santelli and Chris Kneppers are each to be issued 286,500 RSUs and 212,100 options with a 15-cent exercise price

and 74,400 with an 18-cent exercise price.

These remain payable as of December 31, 2025.

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.

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.

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 2025.

On December 15, 2025, the Board of Directors approved of a $500,000 bonus for Ben Slager for having met the milestone

of being able to produce over 500 lbs of sugar in an 8-hour day, an offer originally made on March 12, 2021, as an incentive to upscale

and commercialize the Company’s patented CTS system.

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

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– PRINCIPAL ACCOUNTANT FEES AND SERVICES.

aggregate fees billed by the Company’s auditors, Assure, CPA for professional services rendered for the audit of its annual financial

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

of 2024 are approximately $59,479.

aggregate fees billed by the Company’s auditors, Assure, CPA for professional services rendered for audit services fiscal years ended December 31, 2024, and December 31, 2025, are approximately

$60,358 and $67,908, respectively.

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

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

the past fiscal year, the Company incurred approximately $4,100 for tax preparation fees for the fiscal year ended December 31, 2023

and $2,900 for fiscal year ended December 31, 2022.

the past fiscal year, the Company did not incur any fees for tax preparation from our principal auditor

in either 2024 or 2025, as we hire a different accountant to perform these services.

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

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

Inline XBRL Instance Document