What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-04-14 compared with 2021-04-16 · 197 added, 358 removed, 1 unchanged (100% of the section changed)

MassRoots, Inc.

was formed in April 2013 as a technology platform for

the cannabis industry.

In March 2021, we relaunched our website, MassRoots.com, which aims to enable cannabis consumers to find the best

products, connect with other enthusiasts, and deliver fresh content that both delights and informs our audience.

Additionally, we plan

to monetize our YouTube Channel, which has 273,000 subscribers, through product placements and sponsorships.

Management believes

that our YouTube Channel has one of the largest followings in the regulated cannabis industry while our Instagram account is followed

by 378,000 users.

We were incorporated in the state of Delaware

on April 26, 2013 as a technology platform for the cannabis industry.

were formed in April 26, 2013 as a technology platform developer under the name MassRoots, Inc.

In October 2021, we changed our corporate

name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets

on October 28, 2021 for cash consideration equal to $10,000 and has discontinued all operations related to its social media business.

On September 30, 2021, we closed our acquisition of Empire Services, Inc.

(“Empire”), which operates 11 metal recycling facilities

in Virginia and North Carolina.

The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in

the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances,

construction material, end-of-life vehicles, boats, and industrial machinery.

We process these items by crushing, shearing, shredding,

separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density

and metal prior to sale.

In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing

and sale prior to shredding the vehicle.

We have designed our systems to maximize the value of metals produced from this process.

operate an industrial shredder at our Kelford, North Carolina location.

Our shredder is designed to produce a denser product and, in

concert with advanced separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing

to produce recycled steel products.

In totality, this process reduces large metal objects like auto bodies into baseball-sized pieces

of shredded recycled metal.

shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal

and residue, producing consistent and high-quality ferrous scrap metal.

The nonferrous metals and other materials then go through a number

of additional mechanical systems which separate the nonferrous metal from any residue.

The remaining nonferrous metal is further processed

to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless

steel), and shredded insulated wire (mainly copper and aluminum).

of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our

products to domestic steel mills and overseas foundries.

Because this would greatly expand the number of potential buyers of our processed

scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability

of our existing operations.

is headquartered in Suffolk, Virginia and employs 89 people as of April 4, 2022.

were incorporated in the state of Delaware on April 26, 2013 as a technology platform.

Our principal executive office is located at 277

Broadway, Office 17-105, Denver, Colorado 80202, and our telephone number is (720) 240-9546.

On January 25, 2017, we consummated a reverse

triangular merger (the “Whaxy Merger”) pursuant to which we acquired all of the outstanding common stock of DDDigtal Inc (“DDDigtal”),

a Colorado corporation.

Upon closing of the Whaxy Merger, each share of DDDigtal’s common stock was exchanged for such number of

shares of our common stock (or a fraction thereof) based on an exchange ratio equal to approximately 5.273-for-1, such that 1 share of

our common stock was issued for every 5.273 shares of DDDigtal’s common stock.

At the closing of the Whaxy Merger, all shares of

common stock of our newly-formed merger subsidiary formed for the sole purpose of effectuating the Whaxy Merger, were converted into and

exchanged for one share of common stock of DDDigtal, and all shares of DDDigtal’s common stock that were outstanding immediately

prior to the closing of the Whaxy Merger were automatically cancelled and retired.

Upon the closing of the Whaxy Merger, DDDigtal continued

as our surviving wholly-owned subsidiary, and the merger subsidiary ceased to exist.

On July 13, 2017, we consummated a reverse triangular

merger (the “Odava Merger”) pursuant to which we acquired all of the outstanding common stock of Odava Inc (“Odava”),

a Delaware corporation.

Upon closing of the Odava Merger, each share of Odava’s common stock was exchanged for such number of shares

of our common stock (or a fraction thereof), based on an exchange ratio equal to approximately 4.069-for-1, such that 1 share of our common

stock was issued for every 4.069 shares of Odava’s common stock.

At the closing of the Odava Merger, all shares of common stock

of our newly-formed merger subsidiary formed for the sole purpose of effectuating the Odava Merger, were converted into and exchanged

for one share of common stock of Odava, and all shares of Odava’s common stock that were outstanding immediately prior to the closing

of the Odava Merger automatically cancelled and retired.

Upon the closing of the Odava Merger, Odava continued as our surviving wholly-owned

subsidiary, and the merger subsidiary ceased to exist.

Our Products and Services

Our website, MassRoots.com, which aims to enable

cannabis consumers to find the best products, connect with other enthusiasts, and deliver fresh content that both delights and informs

our audience.

User Growth and Product Distribution Channels

The MassRoots platform is

accessible through desktop and mobile web browsers by navigating to www.massroots.com .

Blockchain Technologies

MassRoots Blockchain Technologies, Inc.

(“MassRoots

Blockchain”) was formed in December 2017 as a wholly-owned subsidiary of the Company to continue the Company’s efforts in

exploring how new technologies may be utilized in the cannabis industry.

Initially, we are focusing on blockchain technology for several

reasons, including, but not limited to:

that it may enable better tracking of impressions, views, and interactions with posts, advertisements and dispensary listings;

that it has the potential to streamline the collection and organization of data while eliminating traditional security risks;

that it may provide a greater degree of reliability and accuracy with respect to data;

that it may allow us to implement an intelligent newsfeed to deliver high-quality and more relevant content to our audience;

that it may enable the development of contracts that are automatically executed when certain parameters are met;

that it has the potential to reduce friction in the cannabis market-place and save businesses valuable resources;

that it may provide greater transparency to government regulators.

In December 2017, we commenced the re-development

of the MassRoots Business Portal, a platform where dispensaries and other industry participants, such as producers and other ancillary

businesses, will be able to advertise their goods and services.

To date, we have used approximately $370,000 for the initial development

of the MassRoots Business Portal, including features that allow for tracking of advertising impressions, enhanced targeting and serving

of advertisements, as well as a program that would be designed to reward audience for providing high quality reviews on cannabis strains

and products.

The development and implementation of these any other features, including the possible use of digital instruments, is subject

to additional funding, is currently contemplated to be made within the MassRoots App and platform, and is intended to generate the growth

of Users of the MassRoots platform and stimulate the MassRoots platform’s overall activity.

All initial development has been outsourced to

third party development firms and consultants.

Specifically, we have outsourced the following services:

software development services,

including, but not limited to, web and mobile development services, blockchain development and integration services, and infrastructure

development, automation, support and management services.

As stated in “Risk Factors,”

the development of features based upon

the use of blockchain technology is subject to numerous risks and uncertainties, and there can be no assurance as to when, or if, any

such features will be successfully developed, or that if developed, that they will be accepted or adopted.

Further, the likelihood of

our development and implementation of features based upon new technology must be considered in light of the problems, expenses, difficulties,

complications and delays frequently encountered in connection with the inception and development of a product or service based upon any

such relatively new and developing technology.

While we intend to devote resources to exploring

the feasibility of developing these or other solutions, there can be no assurances that we will be successful in implementing such solutions,

that any such solutions will be economically viable, or that any of them will result in the generation of User interest, participation

We currently anticipate that we will need to raise

additional funds to continue to explore and develop potential uses and applications of blockchain technologies and uses for our business

and other businesses in the cannabis industry;

however, no assurance can be given that additional financing will be available on terms

favorable to us, or at all.

Market Conditions

MassRoots is poised to take advantage of two rapidly

growing industries:

cannabis and mobile technology.

Cannabis Market Growth and Current Trends

On January 4, 2018, Attorney General Jefferson

Sessions, III issued a memo which rescinded the Cole Memo (as described below) which was adopted by the Obama administration as a policy

of non-interference with marijuana-friendly state laws.

The Cole Memo

On August 29, 2013, Deputy Attorney General James

Cole issued a memo (the “Cole Memo”) in response to certain states passing measures to regulate the medical and adult-use

In the Cole Memo, the Department of Justice made clear that marijuana remains an illegal drug under the Controlled Substances

Act and that federal prosecutors will continue to aggressively enforce the statute.

The Department of Justice identified eight enforcement

areas that federal prosecutors should prioritize.

Outside of such enforcement priorities, the federal government has traditionally relied

on state and local authorities to address marijuana activity.

The Cole Memo established several basic guidelines by which state-regulated

cannabis businesses could operate to minimize the risk of intervention and enforcement by the Department of Justice.

The guidelines focused

on ensuring that cannabis did not cross state lines, keeping dispensaries away from schools and public facilities and strict-enforcement

of state laws by regulatory agencies, among other priorities.

The Sessions Memo

On January 4, 2018, Attorney General Jefferson

Sessions, III issued a memo (the “Sessions Memo”) on federal marijuana enforcement policy announcing a return to the rule

of law and the rescission of previous nationwide guidance by the Department of Justice (including, but not limited to, the Cole Memo).

In the memorandum, Attorney General Jefferson Sessions directs all U.S.

attorneys to enforce the laws enacted by Congress and to follow

the well-established principles when pursuing prosecutions related to marijuana activities.

These principles include weighing all relevant

considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent

effect of criminal prosecution, and the cumulative impact of particular crimes on the community.

Although the Sessions Memo rescinded the Cole

Memo, it is unclear at this time whether the Biden Administration will strongly enforce the federal laws applicable to cannabis or what

types of activities will be targeted for enforcement;

however, a significant change in the federal government’s enforcement policy

with respect to current federal laws applicable to cannabis could have a material adverse effect on our business .

Guidance to Banks Relating to the Marijuana Industry

On February 14, 2014, the Department of Justice

and the Department of Treasury issued guidance to banks about how to serve the marijuana industry without running afoul of federal regulations.

Prior to such guidance, dispensaries were forced to operate on a cash basis, presenting significant security and accounting issues.

banks have remained reluctant to work with marijuana businesses because of federal prohibition laws, this guidance was a major step in

legitimizing and accepting the cannabis industry on a national level.

In addition, the adoption of the Joyce Amendment (formerly known

as the Rohrabacher-Farr Amendment) (as discussed below) indicates some level of support in Congress for medicinal cannabis, even if its

actual effect is still undetermined.

For additional information concerning the Cole

Memo, the Sessions Member, the Joyce Amendment and regulatory conditions, see the section entitled “Business –

Regulation.”

Current States with Laws Permitting the

Medical or Adult Use of Cannabis

Recreational marijuana is

regulated in 15 states and the District of Columbia and medical marijuana is regulated in 33 states and the District of Columbia.

15 additional states have legalized low-tetrahydrocannabinol (“THC”)/high-cannabidiol (“CBD”) extracts for

select medical conditions.

The states which have enacted such laws are listed in the following table:

District of Columbia*

Massachusetts*

New Hampshire

West Virginia

* State has enacted laws permitting the adult use of cannabis, in addition to medical use.

Public Support for Regulation of Cannabis

A Gallup poll conducted in October 2019 found

that 66% of Americans supported regulating the use of cannabis which indicates an increasing trend over the past decade toward public

support for cannabis.

Market Conditions that Could Limit Our Business

Cannabis is a Schedule I controlled substance

under Federal law and, as such, there are several factors that could limit our business operations including, but not limited to:

The Federal government and many private employers prohibit drug use of any kind, including cannabis, even where it is permissible under state law.

Random drug screenings and potential enforcement of such employment provisions may significantly reduce the size of the potential cannabis market;

Enforcement of Federal law prohibiting cannabis occurs randomly and often without notice.

This could scare many potential investors away from cannabis-related investments and makes it difficult to make accurate market predictions;

On January 4, 2018, the Department of Justice issued the Sessions Memo announcing a return to the rule of law and the rescission of previous guidance documents.

The Sessions Memo rescinded the Cole Memo.

Although there is no guarantee that additional states will pass measures to regulate cannabis use under state law, the Sessions Memo may further deter states from passing such measures;

however, it is unclear at this time whether the the Biden administration will issued new guidance or strongly enforce the federal laws applicable to cannabis or what types of activities will be targeted for enforcement.

Furthermore, irrespective of the Sessions Memo, in many states, public support of regulation initiatives may not maintain enough support to pass.

This is especially true when a supermajority is needed to pass measures, like in Florida where a state constitutional amendment permitting medical cannabis required 60% approval to pass.

Changes due to the Sessions Memo and in voters’

attitudes and turnout have the potential to slow or stop the cannabis regulation movement and potentially reverse recent cannabis regulation victories;

There has been some resistance and negativity as a result of recent cannabis regulation at the state level, especially as it relates to drugged driving.

The lack of clearly defined and enforced laws at the state level has the potential to sway public opinion against marijuana regulation;

In the event that the Federal government does not enforce the Federal law prohibiting cannabis, state laws regarding the regulation of cannabis are being challenged through lawsuits.

Lawsuits have been brought by private groups and local law enforcement officials.

If these lawsuits are successful, state laws permitting cannabis sales may be overturned which will significantly reduce the size of the potential cannabis market and have a material adverse effect on our business.

Please see “Government Regulation”

below for additional

Government Regulation

Marijuana is a categorized

as a Schedule I controlled substance by the Drug Enforcement Agency and the United States Department of Justice and is illegal to grow,

possess and consume under Federal law.

However, 33 states and the District of Columbia have passed laws that permit doctors to recommend

cannabis for medical-use and 11 of those states and the District of Columbia have enacted laws that regulate the personal-use of cannabis

by adults, subject to possession limits.

Because doctors are prohibited from prescribing a Schedule I controlled substance, the passage

of medical marijuana laws does not necessarily guarantee the implementation of a regulated, commercial system through which patients can

purchase cannabis products.

This has created an unpredictable business-environment for dispensaries and collectives that operate under

certain state laws but in violation of Federal law.

On August 29, 2013, United States Deputy

Attorney General James Cole issued the Cole Memo to United States attorneys guiding them to prioritize enforcement of Federal law away

from the cannabis industry operating as permitted under certain state laws, so long as:

cannabis is not being distributed to minors and dispensaries are not located around schools and public buildings;

the proceeds from sales are not going to gangs, cartels or criminal enterprises;

cannabis grown in states where it is legal is not being diverted to other states;

cannabis-related businesses are not being used as a cover for sales of other illegal drugs or illegal activity;

there is not any violence or use of firearms in the cultivation and sale of marijuana;

there is strict enforcement of drugged-driving laws and adequate prevention of adverse health consequences;

cannabis is not grown, used, or possessed on Federal properties.

The Cole Memo was a guide for United States attorneys

and did not alter in any way the Department of Justice’s authority to enforce Federal law, including Federal laws relating to cannabis,

regardless of state law.

As described below, as a result of the issuance of the Sessions Memo by the Department of Justice, on January

4, 2018, the Cole memo was rescinded.

Prior to the issuance of the Sessions Memo, we had implemented standard operating procedures and

policies to ensure that we were operating in compliance with the Cole Memo.

It is unclear at this time whether the Biden administration

will issue new guidance or strongly enforce the federal laws applicable to cannabis or what types of activities will be targeted for enforcement,

and we cannot provide assurance that our actions were, are or will be in compliance with the Cole Memo, the Sessions Memo or any other

laws or regulations that currently exist or may be amended or adopted in the future.

Pursuant to our currently existing Terms and Conditions:

Users must agree that they are located in a state where medical-use or adult-use of cannabis is regulated;

Users must be of age to consume cannabis in their particular state (18 or 21 years old, depending on the state);

Users may only post content that is in compliance with their state’s laws;

Users may not solicit or distribute cannabis through MassRoots unless they are a licensed dispensary;

Posting of any of the following materials to MassRoots is prohibited and will result in account termination:

Posting other drugs or substances, including prescription pain pills;

Posting of any violence or threat of violence;

Posting of any drugged-driving content;

Posting of any copyright-protected content.

We have implemented an aggressive content and

account review program to ensure compliance with our Terms and Conditions.

Users have the ability to report any status or account that

is in violation of our Terms and Conditions and we encourage Users to do so as any illegal content jeopardizes the network for all our

When a status or account is reported, the post is automatically removed from the network until further review.

A MassRoots employee

then reviews the content within 24 hours and either approves it as in compliance within our Terms and Conditions or permanently deletes

it and bans the User’s account.

In addition, we have implemented geographic restrictions

to restrict new Users to our mobile apps to the District of Columbia and the 33 states in which the use of marijuana is permitted.

Our business plan includes allowing cannabis dispensaries

to advertise on our network, which we believe could be deemed to be aiding and abetting illegal activities, a violation of Federal law.

We continue to evaluate the effects of the Sessions Memo;

however, it is unclear at this time whether the Biden administration will issue

new guidance or will strongly enforce the federal laws applicable to cannabis or what types of activities will be targeted for enforcement,

and we cannot provide assurance that we were, are or will be in compliance with the Cole Memo, the Sessions Memo or any other laws or

Joyce Amendment (formerly known as the Rohrabacher-Farr

On December 16, 2014, H.R.

83 - Consolidated and

Further Continuing Appropriations Act, 2015 was enacted and included a provision now known as the “Joyce Amendment”

None of the funds made available in this Act to

the Department of Justice may be used, with respect to the States of Alabama, Alaska, Arizona, California, Colorado, Connecticut, Delaware,

District of Columbia, Florida, Hawaii, Illinois, Iowa, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri,

Montana, Nevada, New Hampshire, New Jersey, New Mexico, Oregon, Rhode Island, South Carolina, Tennessee, Utah, Vermont, Washington, and

Wisconsin, to prevent such states from implementing their own state laws that authorize the use, distribution, possession, or cultivation

of medical marijuana.

The Joyce Amendment would appear to protect the

right of the states to determine their own laws on medical cannabis use;

however, the actual effects of the amendment are still unclear.

The Joyce Amendment did not remove the federal ban on medical cannabis and cannabis remains regulated as a Schedule I controlled substance.

Further, the United States Department of Justice has interpreted the Joyce Amendment as only preventing federal action that prevents states

from creating and implementing cannabis laws - not against the individuals or businesses that actually carry out cannabis laws –

and has continued to sporadically initiate enforcement actions against individuals or businesses participating in the cannabis industry

despite such participation being regulated under state law.

As of April 2020, the United States Court of Appeals, Ninth Circuit, has held

in support of the Joyce Amendment and stated on at least one occasion that United States Department of Justice was prohibited from spending

federal appropriations funds for prosecuting individuals engaged in conduct permitted by state law.

In addition, no matter what the interpretation

is adopted by the courts, there is no question that the Joyce Amendment does not protect any party not in full compliance with state medicinal

cannabis laws.

The Joyce Amendment represents one of the first

times in recent history that Congress has taken action indicating support of medical cannabis.

The Joyce Amendment was renewed by Congress

in 2015, 2016, 2017, 2018, 2019 and 2020 and is in effect until September 30, 2021.

Sessions Memo

On January 4, 2018, Attorney General Jefferson

Sessions, III issued a memo on federal marijuana enforcement policy announcing a return to the rule of law and the rescission of previous

nationwide guidance by the Department of Justice (including, but not limited to, the Cole Memo).

In the memorandum, Attorney General Jefferson

Sessions directs all U.S.

attorneys to enforce the laws enacted by Congress and to follow well-established principles when pursuing prosecutions

related to marijuana activities.

These principles include weighing all relevant considerations, including federal law enforcement priorities

set by the Attorney General, the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of

particular crimes on the community.

The effect of this memo is to shift federal policy from a hands-off approach adopted by the Obama

administration to permitting federal prosecutors across the country to determine how to prioritize resources to regulate marijuana possession,

distribution and cultivation in states where marijuana use is legal.

While we do not directly harvest or distribute

cannabis today, we still may be deemed to be violating federal law, or aiding and abetting the violation of Federal law and may be irreparably

harmed by a change in enforcement by the federal or state governments.

Although the Sessions Memo rescinded the Cole

Memo, it is unclear at this time whether the Biden administration will issue new guidance or will strongly enforce the federal laws applicable

to cannabis or what types of activities will be targeted for enforcement;

however, a significant change in the federal government’s

enforcement policy with respect to current federal laws applicable to cannabis could have a material adverse effect on our business.

Additional Government Regulations

We are subject to general business regulations

and laws as well as Federal and state regulations and laws specifically governing the Internet and e-commerce.

These regulations and laws

cover among others, sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic

contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of

Any noncompliance with the foregoing laws and regulations may harm our business and results of operations.

We compete with other cannabis information platforms

such as WeedMaps and Leafly, which provide information with respect to dispensary locations, strain information, and news relating to

the cannabis industry.

Recent Developments

Financings and Other Sources of Funding

7, 2020, we issued and sold a convertible note in the principal amount of $55,000 (including a $5,000 original issuance discount) to an

accredited investor which note matures on July 7, 2020.

March 5, 2020, we issued and sold a convertible note in the aggregate principal amount of $72,600 (including a $6,600 original issuance

discount) to an accredited investor which note matures on September 5, 2020.

March 17, 2020, we issued and sold a convertible note in the aggregate principal amount of $17,600 (including a $1,600 original issuance

discount) to an accredited investor which note matures on September 17, 2020.

April 17, 2020, we issued and sold convertible notes in the aggregate principal amount of $330,000 (including an aggregate of $30,000

original issuance discount) to accredited investors which notes mature on October 17, 2020.

On May 3, 2020, we received a loan in the principal

amount of $50,000 pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security

Act (the “CARES Act”).

The PPP loan matures in May 2022 and bears an interest rate of 1% per annum.

The Company has applied for forgiveness of the principal and accrued

interest due under the loan.

On June 26, 2020, we issued and sold a secured

promissory note in the principal amount of $60,000 with 10% annual interest.

On the two-year anniversary of the issuance of this note,

June 26, 2022, all principal and interest becomes due and payable.

On July 8, 2020, we issued and sold a promissory

note in the principal amount of $22,911 with 10% annual interest maturing on December 31, 2020.

13, 2020, we issued and sold convertible notes in the aggregate principal amount of $110,000 (including an aggregate of $10,000 original

issuance discount) to accredited investors which notes mature on January 13, 2021.

31, 2020, we issued and sold convertible notes in the aggregate principal amount of $66,000 (including an aggregate of $6,000 original

issuance discount) to accredited investors which notes mature on March 1, 2021.

1, 2020, we issued and sold convertible notes in the aggregate principal amount of $49,500 (including an aggregate of $4,500 original

issuance discount) to accredited investors which notes mature on March 1, 2021.

On November 25, 2020, the Company

entered into a securities purchase agreement with an accredited investor for the sale of 3.3 shares of the Company’s Series X Convertible

Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $66,000.

The purchase and issuance of such shares of

Series X Preferred Stock closed on December 1, 2020.

On December 21, 2020, the Company

entered into a securities purchase agreement with an accredited investor for the sale 7.5 shares of the Company’s Series X Convertible

Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $150,000.

The purchase and issuance of such shares of

Series X Preferred Stock closed on December 23, 2020.

On December 22, 2020, the Company

entered into a securities purchase agreement with an accredited investor for the sale 5.25 shares of the Company’s Series X Convertible

Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $105,000.

The purchase and issuance of such shares of

Series X Preferred Stock closed on December 29, 2020.

December 22 and March 23, 2021, the Company entered into a number of securities exchange agreements with twenty two (22) holders of its

equity and debt securities for the total issuance and sale of 659.605674 shares of the Company’s Series Y Convertible Preferred

Stock, par value $0.001 per share, resulting in aggregate exchange of 14,896,874,671 warrants to purchase common stock of the Company

at $0.0004 per share and the exchange of the promissory notes in the aggregate principal amount and accrued interest totaling $5,947,876.20.

The Purchasers constituted a significant portion of warrantholders and debtholders of the Company.

Other Information.

of COWA Agreement and Plan of Merger

February 12, 2019, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MassRoots Supply Chain,

Inc., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), COWA Science Corporation, a Delaware corporation (“COWA”),

and Christopher Alameddin, an individual acting solely in his capacity as a stockholder representative pursuant to which Merger Subsidiary

was to be merged with and into COWA with COWA surviving the merger as the wholly-owned subsidiary of the Company.

On February 24, 2020,

we terminated the Merger Agreement as a result of the closing conditions set forth in the Merger Agreement not being satisfied.

Intellectual Property

MASSROOTS and TOKE are federally registered trademarks

of MassRoots, ODAVA is a state registered trademark of MassRoots and RETAIL is a state registered trademark of Odava.

Employees and Consultants

As of April 12, 2021, MassRoots has 3 full-time

employees and 1 full-time independent contractor.

Suburban Drive, Suffolk, VA 23434, and our telephone number is (757) 966-1432.

January 25, 2017, we consummated a reverse triangular merger (the “Whaxy Merger”) pursuant to which we acquired all of the

outstanding common stock of DDDigtal Inc.

Whaxy (“DDDigtal”), a Colorado corporation.

Upon closing of the Whaxy Merger,

each share of DDDigtal’s common stock was exchanged for such number of shares of our common stock (or a fraction thereof) based

on an exchange ratio equal to approximately 5.273-for-1, such that 1 share of our common stock was issued for every 5.273 shares of DDDigtal’s

common stock.

At the closing of the Whaxy Merger, all shares of common stock of our newly-formed merger subsidiary formed for the sole

purpose of effectuating the Whaxy Merger, were converted into and exchanged for one share of common stock of DDDigtal, and all shares

of DDDigtal’s common stock that were outstanding immediately prior to the closing of the Whaxy Merger were automatically cancelled

Upon the closing of the Whaxy Merger, DDDigtal continued as our surviving wholly-owned subsidiary, and the merger subsidiary

ceased to exist.

July 13, 2017, we consummated a reverse triangular merger (the “Odava Merger”) pursuant to which we acquired all of the outstanding

common stock of Odava Inc.

(“Odava”), a Delaware corporation.

Upon closing of the Odava Merger, each share of Odava’s

common stock was exchanged for such number of shares of our common stock (or a fraction thereof), based on an exchange ratio equal to

approximately 4.069-for-1, such that 1 share of our common stock was issued for every 4.069 shares of Odava’s common stock.

the closing of the Odava Merger, all shares of common stock of our newly-formed merger subsidiary formed for the sole purpose of effectuating

the Odava Merger, were converted into and exchanged for one share of common stock of Odava, and all shares of Odava’s common stock

that were outstanding immediately prior to the closing of the Odava Merger automatically cancelled and retired.

Upon the closing of the

Odava Merger, Odava continued as our surviving wholly-owned subsidiary, and the merger subsidiary ceased to exist.

October 1, 2021, we consummated a reverse triangular merger (the “Empire Merger”) pursuant to which we acquired all of the

outstanding common stock of Empire Services, Inc.

(“Empire”), a Virginia corporation.

Upon closing of the Empire Merger,

all of the shares of Empire’s common stock was exchanged for 1,650,000 shares of our common stock.

At the closing of the Empire

Merger, all shares of common stock of our newly-formed merger subsidiary formed for the sole purpose of effectuating the Empire Merger,

were converted into and exchanged for one share of common stock of Empire, and all shares of Empire’s common stock that were outstanding

immediately prior to the closing of the Empire Merger automatically cancelled and retired.

Upon the closing of the Empire Merger, Empire

continued as our surviving wholly-owned subsidiary, and the merger subsidiary ceased to exist.

We are continuing to

proactively monitor and assess the COVID-19 global pandemic.

The full impact of the COVID-19 pandemic is inherently uncertain.

pandemic has caused us to modify our business practices (including but not limited to curtailing physical contact with customers).

We continue to monitor developments of the COVID-19 pandemic and we may take further actions as may be required by government authorities

or that we determine are in the best interests of our employees, patients, and business partners.

We have implemented appropriate safety

measures, following guidance from the Center for Disease Control and the Occupational Safety and Health Administration.

The extent of

the impact of the COVID-19 pandemic on our future liquidity and operational performance will depend on certain developments.

main product is selling ferrous metal, which is used in the recycling and production of finished steel.

It is categorized into heavy

melting steel, plate and structural, and shredded scrap, with various grades of each of those categorized based on the content, size

and consistency of the metal.

All of these attributes affect the metal’s value.

also process nonferrous metals such as aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products.

Additionally, we sell the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious

metals such as platinum, palladium and rhodium.

provide metal recycling services to a wide range of customers, including large corporations, industrial manufacturers, retail customers,

and government organizations.

and Customers

for our ferrous and nonferrous products are based on prevailing market rates and are subject to market cycles, worldwide steel demand,

government regulations and policy, and supply of products that can be processed into recycled steel.

Our main buyer, Sims Metal Management

(“Sims”), adjusts the prices they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis.

We are paid for the scrap metal we deliver to Sims on the same business day that we deliver the metal.

on any price changes from Sims or our other buyers, we in turn adjust the price for unprocessed scrap we pay customers in order to manage

the impact on our operating income and cashflows.

spread we are able to realize between the sales prices and the cost of purchasing scrap metal is determined by a number of factors, including

transportation and processing costs.

Historically, we have experienced sustained periods of stable or rising metal selling prices, which

allow us to manage or increase our operating income.

When selling prices decline, we adjust the prices we pay customers to minimize the

impact to our operating income.

of Unprocessed Metal

main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap

metal from construction or manufacturing operations.

We acquire this unprocessed metal from a wide base of suppliers including large

corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we

pick it up and transport it from the supplier’s location.

Currently, all of our operations and the suppliers are located in the

Hampton Roads and northeastern North Carolina markets.

supply of scrap metal is influenced by overall health of economic activity in the United States, changes in prices for recycled metal,

and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.

In May 2021, we launched our new website.

the first time, Empire’s customers can see the current prices for each type of scrap metal.

Our website is also integrated

with Google’s Business Profiles, listing many of Empire’s locations on Google for the first time.

In late May 2021,

the Empire launched a junk car buying platform, where people looking to sell their scrap cars can get a quote within minutes, and integrated

Google Ads, enabling Empire to micro-target their advertising based on location, age, income, and other factors.

Additionally, during 2021, the Company moved the operations of

each of their yards to WeighPay, a cloud-based Enterprise Resource Planning “ERP” system, which enables management

to track sales, inventory, and operations at each facility in real time, while also establishing stronger internal controls and systems.

Additionally, in 2021, the Company moved Empire’s accounting systems over to a cloud-based QuickBooks to facilitate collaboration

and further growth.

The technology systems and improvements Empire implemented

have resulted in a significant increase in new customers, hundreds of quotes and dozens of purchases of junk cars, and we believe a material

increase in Empire’s revenues as a result of these improvements.

These systems have also streamlined Empire’s accounting and

internal operations to enable any future acquisitions to be closed quickly and efficiently.

Lastly, through the data-driven decision processes

that have been introduced, Empire’s strategy on future locations and pricing is being informed by accurate and relevant data.

that strong foundational systems are in place, management has begun to repurpose Greenwave’s technology platform that it developed

from 2013 to 2020 into a marketing and CRM platform for scrap metal yards.

This system will enable each facility to:

text and email updates and special deals to their customers;

a points-based rewards system;

consumers to view scrap metal yards in their local area along with prices;

quotes for junk cars in real-time;

and respond to reviews of scrap yards;

analytics and conversion data.

Over the past ten years, Greenwave has invested

approximately $10 million developing these technologies which we believe we can re-purpose for a fraction of the cost of development,

give our metal recycling facilities and those who pay to use our platform a significant competitive advantage, and grow our revenues

and profits as a result.

are very few companies developing technology solutions for the scrap metal industry and we believe that by focusing our experience and

assets on this highly-profitable but often overlooked industry, we can create significant value for our shareholders.

compete with several large, well-financed recyclers of scrap metal, steel mills which own their own scrap metal processing operations,

and with smaller metal recycling companies.

Demand for metal products are sensitive to global economic conditions, the relative value

dollar, and availability of material alternatives, including recycled metal substitutes.

Prices for recycled metal are also

influenced by tariffs, quotas, and other import restrictions, and by licensing and government requirements.

aim to create a competitive advantage through our ability to process significant volumes of metal products, our use of processing and

separation equipment, the number and location of our facilities, and the operating synergies we have been able to develop based on our

and Other Sources of Funding

February 16, 2021, the Company entered into a securities purchase agreement with an accredited investor for the sale of five (5) shares

of the Company’s Series X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $100,000.

The purchase and issuance of such shares of Series X Preferred Stock closed on February 18, 2021.

February 22, 2021, the Company entered into a securities purchase agreement with an accredited investor for the sale of 1.25 shares of

the Company’s Series X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $25,000.

purchase and issuance of such shares of Series X Preferred Stock closed on February 24, 2021.

March 10, 2021, the Company entered into a securities purchase agreement with an accredited investor for the sale of 3.75 shares of the

Company’s Series X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $75,000.

and issuance of such shares of Series X Preferred Stock closed on March 12, 2021.

November 30, 2021, the Company entered into securities purchase agreements with accredited investors for the placement of secured convertible

promissory notes in the principal amount of $37,714,966 together with warrants to purchase 2,514,332 shares of common stock (“November

2021 Offering”).

The Company paid $2,200,000 and a warrant to purchase 20,000 shares of common stock as commission for the November

2021 Offering.

The Company’s Chief Executive Officer rolled $4,762,838 of debt into the offering.

Aggregate proceeds from the offering

were $27,585,450.

and Human Capital Resources

has 89 full-time employees as of April 4, 2022.

We view our diverse employee population and our culture

as key to our success.

Our company culture prioritizes learning, supports growth and empowers us to reach new heights.

We recruit employees

with the skills and training relevant to succeed and thrive in their functional responsibilities.

We assess the likelihood that a particular

candidate will contribute to the Company’s overall goals, and beyond their specifically assigned tasks.

Depending on the position,

our recruitment reach can be local as well as national.

We provide competitive compensation and best in class benefits that are tailored

specifically to the needs and requests of our employees.

During 2021, we worked to manage through the effects of the COVID-19 pandemic

and entered 2022 stronger than ever.

As appropriate, others were provided the option of working remotely or at our facilities with appropriate

We uphold our commitment to shareholders by working hard and being thoughtful and deliberate in how we use resources.

file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the Securities

and Exchange Commission (SEC).

Our filings with the SEC are available free of charge on the SEC’s website at www.sec.gov

and on our website under the “Investors” tab as soon as reasonably practicable after we electronically file such material

with, or furnish it to, the SEC.

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 1. Business