What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-04-14 compared with 2021-04-16 · 2165 added, 1718 removed, 309 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rules 13a-15(b) and 15-d-15(b) under

the Exchange Act, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer (“CEO”)

and Chief Financial Officer (“CFO”) of the effectiveness of our disclosure controls and procedures as of the end of the period

covered by this report.

The term “disclosure controls and procedures,”

as defined under Rules 13a-15(e) and 15d-15(e) under

the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed

by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the

time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and

procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the

Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial

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

Based upon such evaluation, our CEO and CFO concluded

that our disclosure controls and procedures as of December 31, 2020 were not effective due to identified control deficiencies regarding

the lack of segregation of duties and the need for a stronger internal control environment.

To address the material weaknesses, we performed

additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this Annual Report on

Form 10-K have been prepared in accordance with generally accepted accounting principles in the U.S.

Accordingly, management believes

that the financial statements included in this report fairly present in all material respects our financial condition, results of operations

and cash flows for the periods presented.

Our principal executive officer and principal

financial officer do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints and the

benefits of controls must be considered relative to their costs.

Due to the inherent limitations in all control systems, no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Management’s Report on Internal Control

of Disclosure Controls and Procedures

to Rules 13a-15(b) and 15-d-15(b) under the Exchange Act, we carried out an evaluation, with the participation of our management, including

our Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”) of the effectiveness of our disclosure

controls and procedures as of the end of the period covered by this Annual Report.

The term “disclosure controls and procedures,”

as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed

to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,

processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the

reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including

its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

upon such evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of December 31, 2021 were not effective

(at a reasonable assurance level) due to identified control deficiencies regarding the lack of segregation of duties and the need for

a stronger internal control environment.

address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial

statements included in this Annual Report on Form 10-K have been prepared in accordance with generally accepted accounting principles

Accordingly, management believes that the financial statements included in this Annual Report fairly present in all material

respects our financial condition, results of operations and cash flows for the periods presented.

principal executive officer and principal financial officer do not expect that our disclosure controls and procedures or our internal

controls will prevent all error or fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not

absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact

that there are resource constraints and the benefits of controls must be considered relative to their costs.

Due to the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,

have been detected.

Report on Internal Control over Financial Reporting

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

under the Exchange Act.

Our management, including our principal executive officer and principal financial officer, assessed the effectiveness

of our internal control over financial reporting as of December 31, 2021.

In making this assessment, our management used the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated

Framework (issued in 2013).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will

not be prevented or detected on a timely basis.

upon the assessments, management has concluded that as of December 31, 2021, there was a material weakness in our internal control over

financial reporting due to the fact that we did not have an adequate process established to ensure appropriate levels of review of accounting

and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a

timely fashion.

plan to take steps to enhance and improve the design of our internal control over financial reporting.

To remediate our material weaknesses,

we plan to appoint additional qualified personnel with the requisite knowledge to improve the levels of review of accounting and financial

reporting matters;

however, such remediation efforts are largely dependent upon our securing additional financing or generating significant

revenue to cover the costs of implementing the changes required.

we remediate our material weakness in internal control over financial reporting such weaknesses could result in material misstatements

in our financial statements not being prevented or detected.

Limitations on Effectiveness of Controls and Procedures

Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s internal control over

financial reporting will prevent or detect all errors and all fraud.

Any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating

the cost-benefit relationship of possible controls and procedures.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies

or procedures may deteriorate.

Company’s CEO and CFO has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger

internal control environment.

The small size of the Company’s accounting staff may prevent adequate controls in the future, such

as segregation of duties, due to the cost/benefit of such remediation.

of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting

as of December 31, 2021, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our management,

including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial

reporting as of December 31, 2020.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

A material weakness is

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

that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

There was a material weakness in our internal

control over financial reporting due to the fact that we did not have an adequate process established to ensure appropriate levels of

review of accounting and financial reporting matters, which resulted in our closing process not identifying all required adjustments and

disclosures in a timely fashion.

We plan to take steps to enhance and improve the

design of our internal control over financial reporting.

To remediate our material weaknesses, we plan to appoint additional qualified

personnel with the requisite knowledge to improve the levels of review of accounting and financial reporting matters;

however, such remediation

efforts are largely dependent upon our securing additional financing or generating significant revenue to cover the costs of implementing

the changes required.

Until we remediate our material weakness in internal

control over financial reporting such weaknesses could result in material misstatements in our financial statements not being prevented

The Company’s management, including the

Company’s CEO and CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors

and all fraud.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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

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

The Company’s CEO and CFO has identified

control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment.

The small size

of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit

of such remediation.

Because of the above material weakness, management

has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2020, based on the criteria

established in “Internal Control-Integrated Framework”

issued by the COSO.

This Annual Report does not include an attestation

of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject

to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit

us to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial

There have been no changes in our internal control

over financial reporting during the fourth quarter ended December 31, 2020 that have materially affected, or are reasonably likely to

materially affect, our internal controls over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting firm

pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this

Annual Report.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting, identified in connection with the evaluation required by Rule 13a-15(d)

of the Exchange Act, that occurred during the fourth quarter ended December 31, 2021 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

The information set forth below is included

herein for the purpose of providing the disclosure required under “Item 1.01 –

Entry into a Material Definitive Agreement.”

Between December 22 and March

23, 2021, the Company entered into a number of securities exchange agreements (each, individually, the “Exchange Agreement”)

with twenty two (22) holders of its equity and debt securities (each, individually, the “Purchaser”) for the total issuance

and sale of 659.605674 shares of the Company’s newly-created Series Y Convertible Preferred Stock, par value $0.001 per share (the

“Series Y Preferred Stock”), 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.

and condition of Exchange Agreement for each Purchaser are essentially the same, except for the date of the agreement and the number of

securities exchanged, as more particularly illustrated in the table below:

Number of Issued shares of Series Y

Number of warrants to purchase common stock of the Company at $0.0004 per share exchanged

Aggregate amount of principal exchanged

Aggregate amount of accrued interest under promissory notes exchanged

Cavalry Fund I LP

December 27, 2020

1,125,000,022

$ 2,340,923.00

$ 1,302,635.47

Timothy Tyler Berry

December 22, 2020

Charles Berman

December 22, 2020

1,101,562,289

December 23, 2020

L1 Capital Global Opportunities Master Fund

December 23, 2020

1,106,250,021

$ 2,370,240.00

$ 1,363,895.68

Jay Elliott Berman

December 22, 2020

Michael Scrobe

December 22, 2020

Jesus Quintero

December 24, 2020

Mohit Bhansali

December 26, 2020

Acquisition Group LTD

December 27, 2020

The Special Equities Opportunity Fund LLC

December 26, 2020

US Commonwealth Life A1 Police 2013-17

December 26, 2020

1,125,000,051

Markowitz 1999 Trust

December 30, 2020

1,101,562,289

$ 1,080,914.16

Cambridge Capital Ltd

December 23, 2020

3,500,000,029

Robert Halpern

December 27, 2020

Arthur Eli Kaplan

December 29, 2020

Richard Taney

December 30, 2020

Cavalry Fund I LP

March 23, 2021

Ciaran Thompson

January 7, 2021

NG Bahamas Ltd

December 23, 2020

3,199,999,999

14,896,874,671

$ 5,947,876.20

$ 4,554,232.47

The Company may hold one or more subsequent closings

to sell the remaining shares of Series Y Preferred Stock pursuant to securities Exchange Agreements substantially in the form of the Exchange

Agreement (the “Refinancing”).

Exchange Agreement contains certain customary representations, warranties, and covenants for transactions of this type.

The foregoing description of

the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange

Agreement, a copy of which is attached hereto as Exhibit 10.45 and is incorporated herein by reference.

The information set forth below is included

herein for the purpose of providing the disclosure required under “Item 3.02 –

Unregistered Sales of Equity Securities.”

and “Item 5.03 –

Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.”

is made to the disclosures set forth above for the purpose of providing the disclosure required under “

Item 1.01 –

into a Material Definitive Agreement.

which are hereby incorporated herein by reference.

shares of Series Y Preferred Stock sold pursuant to the Exchange Agreement in accordance with and subject to the limitations contained

in the Series Y COD (defined infra ).

The shares of Series Y Preferred Stock have not been registered under the Securities Act of

1933, as amended (the “Securities Act”).

The Company issued an aggregate of 659.605674 shares of Series Y Preferred Stock

in reliance upon Section 3(a)(9) of the Securities Act of 1933, as amended, as involving an exchange by the Company exclusively with its

security holders.

The information set forth below is included

herein for the purpose of providing the disclosure required under “Item 3.03 –

Material Modification to Rights of Security

Holders.”

In connection with the Financing, on December

30, 2020, the Company filed the Certificate of Designations, Preferences and Rights of the Series Y Convertible Preferred Stock (the “Series

Y COD”) with the Delaware Secretary of State.

Pursuant to the Series Y COD, 1,000 shares of

the Company’s blank check preferred stock have been designated as “Series Y Preferred Stock.”

The Series Y Preferred

Stock have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations:

The holders of Series Y Preferred Stock shall have no dividend rights except as may be declared by the Company’s board of directors.

Series Y Preferred Stock rank senior to the Company’s Common Stock and preferred stock with respect to the payment of dividends

and distributions of the assets of the Company upon liquidation, dissolution or winding up of the Company.

Series Y Preferred Stock is,

however, junior to Series X Preferred Stock of the Company.

as otherwise required by law, or as provided in the section entitled “Protective Provisions,”

shares of Series Y Preferred

Stock are not entitled to vote on any matter.

As to all matters for which voting by class is specifically required by law, each outstanding

share of Series Y Preferred Stock is entitled to one vote.

Protective Provisions .

Except where the vote or written consent of the holders of a greater number of shares is required by law, without first obtaining the

affirmative vote or the written consent of a majority of the outstanding Series Y Preferred Stock, including the Required Holder (as defined

in the Series Y COD), the Company will not:

(a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation

or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action

would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit,

of the Series Y Preferred Stock;

(b) increase or decrease (other than by conversion) the authorized number of Series Y Preferred Stock;

(c) create or authorize (by reclassification or otherwise) any new class or series of shares that has a preference over or is on a parity

with the Series Y Preferred Stock with respect to dividends or the distribution of assets on the liquidation, dissolution or winding up

of the Company;

(d) pay dividends or make any other distribution on any shares of any capital stock of the Company junior in rank to the

Series Y Preferred Stock;

(e) issue any Series Y Preferred Stock other than as provided in the Series Y COD;

or (f) circumvent a right

of the Series Y Preferred Stock.

Participation in Future

Except for certain exempt issuances, from the Initial Closing Date until the eighteen (18) month anniversary of the

Initial Closing Date, upon any issuance by the Company of Common Stock or Common Stock Equivalents for cash consideration, indebtedness

or a combination of such in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the

holders of the Series Y Preferred Stock will have the right to participate in an amount equal to an aggregate of thirty percent (30%)

of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.

In addition, the Purchaser

has the right to exchange the Series Y Preferred Stock as consideration in a Subsequent

Upon receipt of a conversion notice for Series Y Preferred Stock from a holder, the Company shall have the right (but not the obligation)

to redeem all or part of the Series Y Preferred Stock which the holder is seeking to convert at a price per share equal to the product

of 125% of the (1) Series Y Stated Value plus (2) the Series Y Additional Amount.

Purchase Rights If

at any time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities

or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”),

then each holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such

holder could have acquired if such holder had held the number of shares of Common Stock acquirable upon complete conversion of all the

Series Y Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Series Y Preferred

Stock) held by such holder immediately prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights.

Price Protection .

Except for certain exempt issuances, in the event the Company issues or sells any securities, including options or convertible securities

(or amends any outstanding securities of the Company), at an effective price of, or with an exercise or conversion price of less than

the Series Y Conversion Price, then upon such issuance or sale, the Series Y Conversion Price shall be reduced to the sale price or the

exercise or conversion price of the securities issued or sold.

foregoing description of the Series Y COD is not complete and is qualified in its entirety by reference to the full text of the Series

Y COD, a copy of which is attached hereto as Exhibit 3.8 and is incorporated herein by reference.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The information required by this

item is incorporated by reference to our proxy statement for our 2021 Annual Meeting of Stockholders.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information required by this item is incorporated herein by reference to the sections titled “Information about our Executive Officers,”

“Election of Directors,” “Corporate Governance Standards and Director Independence” and “Security Ownership

of Certain Beneficial Owners and Management” in our Definitive Proxy Statement with respect to our 2022 Annual Meeting of Stockholders

to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report.

regard to the information required by this item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure

of delinquent Section 16(a) reports, if any, in our Proxy Statement related to the 2022 Annual Meeting of Shareholders, and such disclosure,

if any, is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information required by this

item is incorporated by reference to our proxy statement for our 2021 Annual Meeting of Stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this

item is incorporated by reference to our proxy statement for our 2021 Annual Meeting of Stockholders.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this

item is incorporated by reference to our proxy statement for our 2021 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this

item is incorporated by reference to our proxy statement for our 2021 Annual Meeting of Stockholders.

information required by this item is incorporated herein by reference to the section titled “Executive Compensation,” “Election

of Directors,” and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement with

respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered

by this Annual Report on Form 10-K.

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

information required by this item is incorporated herein by reference to the section entitled “Security Ownership of Certain Beneficial

Owners and Management” in our Definitive Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with

the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by this item is incorporated herein by reference to the section entitled “Certain Relationships and Related

Party Transactions” and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement

with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered

by this Annual Report on Form 10-K.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

independent registered public accounting firm is RBSM LLP, Las Vegas, NV Auditor Firm ID 587.

information required by this item is incorporated herein by reference to the section titled “Ratification of Independent Registered

Public Accounting Firm” in our Definitive Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with

the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Stockholders’

Deficit for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

Notes to Consolidated Financial Statements

(b) Exhibit Index

Plan of Reorganization, dated March 18, 2014 (Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on June 13, 2014)

Documents filed as part of this Annual Report:

Financial Statements

following documents are included on pages F-1 through F-6 attached hereto and are filed as part of this Annual Report on Form 10-K.

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations for the Years Ended December 31, 2021 and 2020

Statements of Stockholders’ Deficit for the Years Ended December 31, 2021 and 2020

Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

to Consolidated Financial Statements

Financial Statement Schedules.

financial statement schedules have been submitted because they are not required or are not applicable or because the information required

is included in the financial statements or the notes thereto.

List of Exhibits.

Plan of Reorganization, dated March 18, 2014.

Agreement and Plan of Merger between MassRoots, Inc.

1 unchanged sentence

and DDDigtal Inc.

and Zachary Marburger and the Stockholders of DDDigtal Inc., dated December 15, 2016 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 16, 2016)

and Zachary Marburger and the Stockholders of DDDigtal Inc., dated December 15, 2016.

Agreement and Plan of Merger between MassRoots, Inc.

2 unchanged sentences

and Scott Kveton and the Stockholders of Odava, Inc.

(Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 5, 2017)

Agreement and Plan of Merger between MassRoots, Inc., MassRoots Supply Chain, Inc., COWA Science Corporation and Christopher Alameddin, as the representative of the Stockholders of COWA Science Corporation, dated February 11, 2019 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 12, 2019)

Second Amended and Restated Certificate of Incorporation of MassRoots, Inc.

(Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 19, 2018)

Bylaws of the Company (Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on June 13, 2014)

Agreement and Plan of Merger between MassRoots, Inc., Empire Merger Corp., Empire Services, Inc.

and Danny Meeks, as the sole shareholder, dated September 30, 2021

Third Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 25, 2022).

Bylaws of the Registrant.

State of Delaware Certificate of Merger of Domestic Corporation Into Domestic Corporation, for MassRoots Compliance Technology, Inc.

and Odava Inc., effective as of July 13, 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14, 2017)

Certificate of Designations, Preferences and Rights of the Series A Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 12, 2019)

Certificate of Designations, Preferences and Rights of the Series B Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 12, 2019)

Certificate of Designations, Preferences and Rights of the Series C Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 22, 2019)

Certificate of Correction to the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock (Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on July 16, 2020)

and Odava Inc., effective as of July 13, 2017.

Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock.

Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock.

Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock.

Certificate of Correction to the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock.

Certificate of Designations, Preferences and Rights of the Series X Convertible Preferred Stock.

(Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on December 18, 2020)

Certificate of Designations, Preferences and Rights of the Series Y Preferred Stock

Form of Common Stock Certificate (Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on June 13, 2014)

Description of Registrant’s Securities (included herewith)

2014 Equity Incentive Plan and forms of stock option agreement and stock award agreement thereunder (Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on June 13, 2014)

2015 Equity Incentive Plan and forms of stock option agreement and stock award agreement thereunder (Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 30, 2016)

Form of Warrant utilized by Service Providers (Incorporated by reference our Registration Statement on Form S-1 filed with the SEC on April 11, 2016)

Form of Warrant dated March 2016 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 18, 2016)

Form of Securities Purchase Agreement dated March 2016 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 18, 2016)

2016 Equity Incentive Plan and forms of stock option agreement and stock award agreement thereunder.

(Incorporated by reference to our Current Report on Form 8-K filed on September 23, 2016)

2017 Equity Incentive Plan and forms of stock option agreement and stock award agreement thereunder (Incorporated by reference to our Definitive Schedule 14C Information Statement filed with the SEC on December 9, 2016)

Certificate of Designations, Preferences and Rights of the Series Y Convertible Preferred Stock.

Certificate of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred Stock filed with the Secretary of State on May 24, 2021

Certificate of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock filed with the Secretary of State on December 30, 2020

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of MassRoots, Inc.

effective September 30, 2021, field with the Secretary of State on September 30, 2021

Certificate of Designations, Preferences and Rights of the Series Z Convertible Preferred Stock

Certificate of Elimination of Series C Convertible Preferred Stock of Greenwave Technology Solutions, Inc.

Certificate of Amendment to Certificate of Incorporation of MassRoots, Inc.

Certificate of Amendment to Certificate of Incorporation of Greenwave Technology Solutions, Inc.

Form of Common Stock Certificate.

Description of Registrant’s Securities (included herewith)

Form of Warrant dated March 2016.

Form of Warrant utilized by Service Providers.

Form of Warrant dated July 2017.

Form of Common Stock Purchase Warrant dated August 2017.

Form of Warrant dated December 2017.

Form of Warrant dated January 2018.

Form of Warrant dated July 2019.

2014 Stock Incentive Plan and form of agreements thereunder.

2015 Stock Incentive Plan and form of agreements thereunder.

2016 Stock Incentive Plan and form of agreements thereunder.

2017 Equity Incentive Plan and form of agreements thereunder.

2018 Equity Incentive Plan and form of agreements thereunder.

2021 Equity Incentive Plan and form of agreements thereunder.

Form of Securities Purchase Agreement dated March 2016.

Form of Securities Purchase Agreement dated August 2017.

Securities Purchase Agreement dated May 16, 2019.

Form of Securities Purchase Agreement dated January 2018.

Form of Series X Securities Purchase Agreement.

Form of Securities Purchase Agreement dated December 17, 2018.

Form of Joinder Agreement to Agreement and Plan of Merger made by each stockholder of Odava, Inc.

1 unchanged sentence

and MassRoots Compliance Technology, Inc.

(Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 5, 2017)

Form of Subscription Agreement dated July 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 24, 2017)

Form of Warrant dated July 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 24, 2017)

Form of Warrant dated August 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 18, 2017)

Form of Securities Purchase Agreement dated August 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 18, 2017)

Form of Security Agreement dated August 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 18, 2017)

Form of Amended and Restated Simple Agreement for Future Tokens (Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on February 14, 2018)

Form of Director Separation Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 14, 2017)

Form of Warrant dated December 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 14, 2017)

Form of Mutual Release and Non-Disparagement Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 14, 2017)

Form of Separation Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 14, 2017)

Employment Agreement by and between the Company and Isaac Dietrich (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 14, 2017)

Form of Warrant dated December 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 29, 2017)

Form of Subscription Agreement dated December 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 29, 2017)

CFO Services Agreement by and between the Company and Jesus Quintero (Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on April 16, 2019)

Form of Securities Purchase Agreement dated January 31, 2018 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 31, 2018)

Form of Warrant dated January 31, 2018 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 31, 2018)

Membership Agreement between the Company and WeWork dated May 1, 2020 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 5, 2020)

Form of Securities Purchase Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 20, 2018)

Form of Secured Convertible Promissory Note (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 20, 2018)

Form of Security Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 20, 2018)

2018 Equity Incentive Plan (Incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 11, 2018)

Securities Purchase Agreement dated May 16, 2019 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 24, 2019)

Convertible Promissory Note dated May 16, 2019 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 24, 2019)

Form of Subscription Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 12, 2019)

Form of Warrant (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 12, 2019)

Form of Exchange Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 12, 2019)

Form of Separation Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 22, 2019)

Form of Convertible Note (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 26, 2019)

Form of Series A Exchange Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 21, 2020)

Form of Series A Note (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 21, 2020)

Form of Series B Exchange Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 21, 2020)

Form of Series B Note (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 21, 2020)

Form of December Note (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 21, 2020)

Form of January Note (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 21, 2020)

Form of First March Note (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 21, 2020)

Form of Second March Note (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 21, 2020)

Form of April Note (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 21, 2020)

Form of Notes (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 4, 2020)

Form of September Note (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 4, 2020)

Form of Series X Securities Purchase Agreement (Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on December 18, 2020)

Form of Subscription Agreement dated July 2017.

Form of Subscription Agreement dated December 2017.

Form of Subscription Agreement.

Form of Security Agreement dated August 2017.

Form of Security Agreement dated December 17, 2018.

Form of Amended and Restated Simple Agreement for Future Tokens.

Form of Director Separation Agreement.

Form of Separation Agreement.

Form of Mutual Release and Non-Disparagement Agreement.

Employment Agreement by and between the Company and Isaac Dietrich.

CFO Services Agreement by and between the Company and Jesus Quintero.

Membership Agreement between the Company and WeWork dated May 1, 2020.

Form of Secured Convertible Promissory Note.

Convertible Promissory Note dated May 16, 2019.

Form of Exchange Agreement.

Form of Convertible Note.

Form of Series A Exchange Agreement.

Form of Series A Convertible Note.

Form of Series B Exchange Agreement.

Form of Series B Convertible Note.

Form of December Note.

Form of January Note.

Form of First March Note.

Form of Second March Note.

Form of April Note.

Form of Notes.

Form of September Note.

Form of Securities Exchange Agreement.

Code of Ethics of the Company (Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on April 1, 2015)

2021 Equity Incentive Plan

Employment Agreement by and between the Company and Danny Meeks

Form of Warrant

Form of Senior Note

Securities Purchase Agreement, dated November 29, 2021, by and between MassRoots, Inc.

and the parties thereto

Pledge and Security Agreement, dated November 30, 2021, by and between MassRoots, Inc.

and the parties thereto

Registration Rights Agreement, dated November 29, 2021, by and between MassRoots, Inc.

and the parties thereto

Code of Ethics of the Company.

List of Subsidiaries

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

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

Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

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

Certification

of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Schema

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Definition Linkbase

XBRL Taxonomy Label Linkbase

XBRL Taxonomy Presentation Linkbase

filed herewith.

Denotes a management contract or compensatory plan.

Pursuant to the requirements

of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed

on its behalf by the undersigned, thereunto duly authorized on this 15th day of April, 2021.

MASSROOTS, INC.

/s/ Isaac Dietrich

Isaac Dietrich

Chief Executive Officer

(Principal Executive Officer)

/s/ Isaac Dietrich

Isaac Dietrich

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

a management contract or compensatory plan.

to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual

Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 14 th day of April,

TECHNOLOGY SOLUTIONS, INC.

Executive Officer

Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting

Pursuant to the requirements of the Securities

Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

/s/ Isaac Dietrich

Chief Executive Officer (Principal Executive Officer) and

April 15, 2021

Isaac Dietrich

Chairman of the Board of Directors

/s/ Isaac Dietrich

Financial and Accounting Officer)

to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on

behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer (Principal Executive Officer) and

of the Board of Directors

Chief Financial Officer

April 15, 2021

Isaac Dietrich

(Principal Financial and Accounting Officer)

Report of Independent

Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Financial and Accounting Officer)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Technology Solutions, Inc.

MassRoots, Inc.)

and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of MassRoots, Inc.

and subsidiaries (collectively, the “Company”) as of December 31, 2020 and 2019 and the

related consolidated statements of operations, stockholders’

deficit, and cash flows for each of the years in the two-year period

ended December 31, 2020, 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, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended

December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going

The accompanying consolidated financial statements

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

As discussed in Note 2 to the consolidated financial statements,

the Company has an accumulated deficit, recurring losses, and expects continuing future losses that raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s evaluation of the events and conditions and management’s plans

regarding these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Basis for Opinion

These 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 audits.

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.

We conducted our audits 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 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.

As part of our audits, 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.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Greenwave Technology Solutions, Inc.

(FKA MassRoots, Inc.) (the “Company”)

as of December 31, 2021 and 2020 and the related statements of operations, stockholders’ deficit and cash flows for each of the

years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,

2021, in conformity with accounting principles generally accepted in the United States of America.

Company’s Ability to Continue as a Going Concern

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

in Note 2 to the consolidated financial statements, the Company has an accumulated deficit, and expects future losses that raise substantial

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

Management’s evaluation of the events and conditions and

management’s plans regarding these matters are also described in Note 2.

The consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

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

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

financial statements based on our audits.

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 audits 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 financial statements are free of material misstatement, whether due to error or fraud.

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

As part of our audits,

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.

Our 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 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 audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2017.

Henderson, Nevada

April 15, 2021

CONSOLIDATED BALANCE SHEETS

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 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 audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was 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

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

of the Matter:

described in Note 3 and 4 to the consolidated financial statements, the Company completed an acquisition of Empire Services, Inc.

net consideration of $23.1 million in the year ended December 31, 2021.

The Company accounted for this acquisition as a business combination.

A significant component of each acquisition included identifiable intangible assets.

The preliminary valuation of identifiable intangible

assets was conducted using the relief from royalty method, excess earnings method discount approach and other valuation methods.

the accounting for the acquisition was complex due to the significant estimation uncertainty in determining the fair values of identified

intangible assets, which consisted of Licenses of $21.27 million, Intellectual property of $3.04 million, Customer base of $2.24 million

and Goodwill of $2.5 million.

The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values

to underlying assumptions about future performance of the acquired business and due to the limited historical data on which to base these

The significant assumptions used to form the basis of the forecasted results included revenue growth rates, economic life,

royalty rate, contributory asset charge rate and discount rate.

These significant assumptions were forward-looking and could be affected

by future economic and market conditions

identified the business combinations as a critical audit matter since the assumptions as described above involve high levels of management

judgment and in turn led to a high degree of auditor judgment, effort and subjectivity in performing procedures and evaluating audit

evidence related to management’s valuation methods and significant assumptions.

In addition, the audit effort involved the use

of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

we addressed the Matter in our Audit:

To test the estimated fair values of the identified intangible assets, our audit procedures included, among others, reading the underlying agreements, testing management’s application of the relevant accounting guidance, and involving a specialist to assist us in the evaluation and appropriateness of the Company’s valuation methodology and testing of the significant assumptions.

Additionally, we tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

have served as the Company’s auditor since 2017.

Las Vegas, Nevada

TECHNOLOGY SOLUTIONS, INC.

MASSROOTS, INC.)

BALANCE SHEETS

Current assets:

1 unchanged sentence

Total current assets

LIABILITIES AND STOCKHOLDERS’

Property and equipment, net

Operating lease right of use assets, net - related-party

Operating lease right of use assets, net

Licenses, net

Customer list, net

Intellectual property, net

Security deposit

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Bank overdrafts

Accounts payable and accrued expenses

Accrued payroll and related expenses

Non-convertible notes payable, current portion

Contract liabilities

Non-convertible notes payable, current portion, net of unamortized debt discount

of $ 11,724 and $ 0 , respectively

Derivative liabilities

Convertible notes payable, net of debt discount of $0 and $380,431, respectively

Convertible notes payable, net of unamortized debt discount of $ 31,255,497 and $ 0 ,

Due to related parties

Operating lease obligations, current portion - related-party

Operating lease obligations, current portion

Environmental remediation

Total current liabilities

Non-convertible notes payable

Operating lease obligations, less current portion - related-party

Operating lease obligations, less current portion

Non-convertible notes payable, net of unamortized debt discount of $ 289 and $ 0 , respectively

PPP note payable

1 unchanged sentence

Commitments and contingencies (See Note 9)

Stockholders’

Preferred stock - 10,000,000 shares authorized, 9,989,900 shares undesignated

Preferred stock - Series X, $0.0001 par value, $20,000 stated value, 100 shares authorized;

Stockholders’ deficit:

Preferred stock - 10,000,000 shares authorized:

Preferred stock - Series X, $ 0.0001 par value, $ 20,000 stated value, 100 shares

0 and 16.05 shares issued and outstanding, respectively

Preferred stock - Series Y, $0.001 par value, $20,000 stated value, 1,000 shares authorized;

654.781794 and 0 shares issued;

626.995464 and 0 shares outstanding, and 27.786334 and 0 to be issued, respectively

Preferred stock - Series Y, $ 0.001

par value, $ 20,000

stated value, 1,000

shares authorized;

and 654.781794

shares issued, respectively

Preferred stock - Series Z, $ 0.001 par value, $ 20,000 stated value, 500 shares authorized;

500 and 0 shares issued and outstanding, respectively

Preferred stock - Series C, $ 0.001 par value, 1,000 shares authorized;

1,000 shares issued and outstanding

shares issued and outstanding, respectively

Preferred stock - Series A, $ 0.001 par value, 6,000 shares authorized;

0 shares issued and outstanding

issued and outstanding

Preferred stock - Series B, $ 0.001 par value, 2,000 shares authorized;

0 shares issued and outstanding

Common stock, $0.001 par value, 500,000,000 shares

493,726,405 and 384,266,948 shares issued and outstanding, respectively

issued and outstanding

Common stock, $ 0.001

par value, 1,200,000,000 and

500,000,000 shares authorized;

and 1,661,431 shares issued

and outstanding, respectively

Common stock to be issued, 8,500 and 3,024,604 shares, respectively

5 unchanged sentences

( 301,185,712 )

Total stockholders’

Total stockholders’ deficit

( 23,348,062 )

( 37,733,852 )

Total liabilities and stockholders’

The accompanying notes are an integral part of these consolidated financial statements.

Total liabilities and stockholders’ deficit

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY SOLUTIONS, INC.

MASSROOTS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

Operating Expenses:

STATEMENTS OF OPERATIONS

For the Year Ended December 31,

Cost of Revenues

Operating Expenses:

Payroll and related expense

Stock-based compensation

Amortization of software costs

Impairment of software costs

Allowance for uncollectible advances to COWA Science Corporation (“COWA”)

Rent, utilities and property maintenance ($ 477,140 and $ 0 , respectively, to related

Environmental remediation expense

Hauling and equipment maintenance

Depreciation and amortization expense

Consulting, accounting and legal

Other general and administrative expenses

1 unchanged sentence

Loss From Operations

( 2,927,564 )

( 1,160,211 )

Other Income (Expense):

Interest expense

Preferred stock issuance costs

( 10,561,789 )

( 5,139,321 )

Change in derivative liability for authorized shares shortfall

2 unchanged sentences

Change in fair value of derivative liabilities

Impairment on investment

Gain on settlement of convertible notes payable and accrued interest, warrants

and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash

Gain on forgiveness of debt

Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable

Gain (loss) on conversion of convertible notes

1 unchanged sentence

( 13,550,249 )

(30,823,476 )

Net Loss Before Income Taxes

4 unchanged sentences

( 14,710,460 )

Deemed dividend from warrant price protection

(95,838,488 )

(28,933,472 )

Deemed dividend resulting from amortization of preferred stock discount

Contingent beneficial conversion feature on preferred shares issuance

( 34,798,923 )

Deemed dividend for issuance of common shares to settle warrant provision

Deemed dividend from exchange of preferred shares for convertible notes

Net Loss Available to Common Stockholders

( 1,074,539 )

Deemed dividend resulting from redemption of Series X shares

Deemed dividend resulting from redemption of Series Y shares

Deemed dividend from warrant price protection

( 95,838,488 )

Net loss per common share:

Net Income (Loss) Available to Common Stockholders

$ ( 111,623,487 )

Net Income (Loss) Per Common Share:

Weighted Average Common Shares Outstanding:

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY SOLUTIONS, INC.

MASSROOTS, INC.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

at December 31, 2019

( 189,562,225 )

( 36,868,926 )

The accompanying notes are an integral part of these consolidated financial statements.

MASSROOTS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Stock to be Issued

Balance at December

of common shares previously to be issued

shares issued upon conversion of convertible notes and accrued interest

shares contributed back to the Company and promptly retired

of warrants exercised in prior year

dividend related to warrant price protection

( 95,838,488 )

note issued to CFO with BCF

of Series X preferred shares

recognized upon issuance of Series X preferred shares

Y preferred shares issued in exchange for convertible notes, accrued interest and warrants

recognized upon issuance of Series Y preferred shares

( 21,594,115 )

Issuance of common shares

previously to be issued

Issuance of Series A preferred

shares in exchange for warrants canceled

Sale of Series B Convertible

Preferred Stock and warrants

Conversion of Series A Convertible

Preferred Stock to common shares

Common shares issued as origination shares

Common shares issued upon

conversion of convertible notes and accrued interest

Common shares issued upon

exercise of warrants for cash

Common shares issued in settlement

of a warrant provision

Common shares issued upon

cashless exercise of warrants

Preferred and common shares

issued for services

Options issued for services

Common shares issued to settle

a true-up provision

Contingent beneficial conversion

feature on Preferred Shares issuance

dividend resulting from amortization of preferred stock discount

( 1,074,539 )

Deemed dividend related to

warrant price protection

( 14,710,460 )

Deemed dividend resulting

from exchange of preferred Series A and B shares for convertible notes

Preferred Series B shares

exchanged for convertible notes

( 14,710,460 )

at December 31, 2020

( 20,973,776 )

Balance at December 31,

( 301,185,712 )

( 37,733,852 )

Issuance of common shares

previously to be issued

of common shares previously to be issued

of common shares for services rendered

shares issued upon conversion of convertible notes

of common shares and warrants in exchange for cash paid per cancelation agreement

of Series X preferred shares

recognized upon issuance of Series X preferred shares

( 2,852,500 )

Common shares issued upon

conversion of convertible notes and accrued interest

Common shares contributed

back to the Company and promptly retired

Rescission of warrants exercised

in prior year

Deemed dividend related to

warrant price protection

Y preferred shares issued in exchange for convertible notes, accrued interest and warrants

recognized upon issuance of Series Y preferred shares

( 10,972,647 )

Convertible note issued to

Sale of Series X preferred

BCF recognized upon issuance

dividend resulting from amortization of preferred stock discount

( 34,798,923 )

Z preferred shares issued as equity kicker for note payable

preferred shares issued as part of settlement agreement

shares issued in business combination

shares to be issued canceled for no consideration

( 3,012,749 )

of Series X preferred shares

Series Y preferred shares

issued in exchange for convertible notes, accrued interest and warrants

BCF recognized upon issuance

dividend resulting from redemption of Series X preferred shares

( 3,326,237 )

of Series Y preferred shares

( 720.515674 )

Deemed dividend resulting

from amortization of preferred stock discount

( 11,095,941 )

( 11,095,942 )

at December 31, 2020

dividend resulting from redemption of Series Y preferred shares

( 35,881,134 )

C preferred shares contributed back to the Company and promptly retired

( 1,632,421 )

at December 31, 2021

$ 275,058,282

$ ( 298,409,685 )

$ ( 23,348,062 )

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY SOLUTIONS, INC.

MASSROOTS, INC.)

CONSOLIDATED STATEMENTS OF CASHFLOWS

STATEMENTS OF CASHFLOWS

For the Year Ended December 31,

Cash flows from operating activities:

2 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Impairments recognized on property and equipment

Amortization of right of use assets

Amortization of right of use assets, related-party

Change in fair value of derivative liabilities

Change in derivative liability for authorized shares shortfall

Depreciation and amortization

Interest and amortization of debt discount

(Gain) loss on conversion of convertible notes payable

Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable

Gain on settlement of convertible notes payable and accrued interest, warrants and

accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash

( 182,160,381 )

( 162,109,131 )

Gain on forgiveness of debt

Stock-based compensation

Impairment on COWA advances

Impairment of investment

Loss on sale of investment in Canna Regs

Impairment loss on software costs

Preferred stock issuance costs

Share-based compensation

Expenses paid directly by non-convertible noteholder on behalf of company

Changes in operating assets and liabilities:

Prepaid expenses

Advance to COWA, net

Security deposit

Security deposits

Accounts payable and accrued expenses

Accrued payroll and related expenses

Contract liabilities

Principal payments made on operating lease liabilities

Principal payments made on operating lease liabilities, related-party

Environmental remediation

Net cash used in operating activities

( 2,487,213 )

( 1,037,843 )

Cash flows from investing activities:

Proceeds from sale of Reg Tech and High Times

Net cash provided by investing activities

Purchases of property and equipment

Cash acquired in acquisition

Net cash used in investing activities

Cash flows from financing activities:

1 unchanged sentence

Proceeds from sale of Series X preferred shares

Proceeds from sale of Series B preferred shares and warrants

Proceeds from exercise of warrants

Proceeds from issuance of convertible notes payable

Repayments of convertible notes payable as part of settlements

( 2,503,300 )

Proceeds from issuance of non-convertible notes payable

Repayment of non-convertible notes payable

Repayments of non-convertible notes payable

( 5,629,455 )

Proceeds from advances

Proceeds from PPP note payable

Repayments of advances

( 4,165,973 )

Cash paid in cancelation of common shares and warrants

Redemption of Series X preferred shares for cash

Redemption of Series Y preferred shares for cash

( 11,095,942 )

Proceeds from advances from related parties

Proceeds from PPP note payable

Net cash provided by financing activities

Net increase (decrease) in cash

Net increase in cash

Cash, beginning of year

4 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Issuance of common stock previously to be issued

Issuance of preferred Series A shares in exchange for warrants canceled

Conversions of preferred Series A shares to common shares

Common stock issued as origination shares

Common stock issued upon conversion of convertible notes and accrued interest

Common shares contributed back to the Company and promptly retired

Common stock issued in settlement of a warrant provision

Common stock issued in exercise of cashless warrants

Reduction of derivative liabilities stemming from settlement of convertible notes

payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series

Z preferred shares and cash

$ 153,155,575

Deemed dividend resulting from redemption of Series Y shares

Amortization of discount on preferred stock

Common shares issued in business combination

Series Z preferred shares issued as part of settlement agreement

Nonconvertible notes rolled into convertible notes

Deemed dividend resulting from redemption of Series X shares

Series Y preferred shares issued as settlement for convertible notes payable, accrued

interest and warrants

Settlement paid directly by CEO on behalf of company

Series Z preferred shares issued as equity kicker for note payable

Increase in right of use assets and operating lease liabilities

Expenses paid directly by non-convertible noteholder on behalf of company

Common shares issued upon conversion of convertible notes and accrued interest

Reclassify accrued interest to convertible notes payable

Common shares to be issued canceled for no consideration

Issuance of common shares previously to be issued

Preferred Series C shares contributed back to the Company for no consideration

Deemed dividend related to warrant price protection

Contingent beneficial conversion feature on preferred Series A shares

Deemed dividend resulting from exchange of preferred Series A and Series B shares for convertible notes

Preferred Series B shares exchanged for convertible notes

Convertible note payable issued to CFO with BCF

Derivative liability recognized as debt discount on newly issued convertible notes

Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants

Amortization of discount on preferred stock

Reclassify accrued interest to convertible notes payable

Derivative liability recognized as debt discount on newly issued convertible notes

Convertible note payable issued to CFO with BCF

Recission of warrants exercised in prior year

The accompanying notes are an integral part of these consolidated financial statements.

MASSROOTS, INC.

Notes to Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 1 –

NATURE OF OPERATIONS AND BASIS

OF PRESENTATION

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY SOLUTIONS, INC.

MassRoots, Inc.)

(“MassRoots”

or the “Company”) has created a technology platform for the cannabis industry focused on enabling users to share their cannabis

content, follow their favorite dispensaries, and stay connected with the legalization movement.

The Company was incorporated in the State

of Delaware on April 26, 2013.

The accompanying consolidated

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Our consolidated financial statements include the accounts of DDDigtal, Inc., Odava, Inc., MassRoots Supply Chain, Inc., and MassRoots

Blockchain Technologies, Inc., our wholly-owned subsidiaries.

to Consolidated Financial Statements

31, 2021 and 2020

1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Technology Solutions, Inc.

(“Greenwave” or the “Company”) was incorporated in the State of Delaware on April

26, 2013 as a technology platform developer under the name MassRoots, Inc.

The Company sold its social media assets in October 2021 and

has discontinued all operations related to this business.

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

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 Virginia.

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

United States of America (“U.S.

GAAP”) for financial information and pursuant to the rules and regulations of the Securities

and Exchange Commission (the “SEC”).

Our consolidated financial statements include the accounts of Empire Services, Inc.

and Liverman Metal Recycling, Inc., our wholly owned subsidiaries, and our former wholly-owned subsidiaries DDDigtal, Inc.,

Odava, Inc., MassRoots Supply Chain, Inc., and MassRoots Blockchain Technologies, Inc., which were each dissolved December 17, 2021.

All intercompany transactions were eliminated during consolidation.

NOTE 2 –

GOING CONCERN AND MANAGEMENT’S

LIQUIDITY PLANS

As of December 31, 2020, the Company had cash

of $1,485 and a working capital deficit (current liabilities in excess of current assets) of $37,623,852.

During the year ended December

31, 2020, the net loss available to common stockholders was $111,623,487 and net

cash used in operating activities was $1,037,843.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern for one year from the issuance of the audited consolidated financial statements.

During the year ended December 31, 2020, the Company

received proceeds of $637,000, $132,911, and $321,000 from the issuance of convertible notes, non-convertible notes, and Series X preferred

shares, respectively.

The Company does not have sufficient cash to fund operations for the next fiscal year.

The Company’s primary source of operating

funds since inception has been cash proceeds from the public and private placements of the Company’s securities, including debt

and equity securities, and proceeds from the exercise of warrants and options.

The Company has experienced net losses and negative cash

flows from operations since inception and expects these conditions to continue for the foreseeable future.

Company’s ability to continue its operations is dependent upon its ability to obtain additional capital through public or private

equity offerings, debt financings or other sources;

however, financing may not

be available to the Company on acceptable terms, or at all.

The Company’s failure to raise capital as and when needed could have

a negative impact on its financial condition and its ability to pursue its business strategy, and the Company may be forced to curtail

or cease operations.

Management’s plans regarding these matters

encompass the following actions:

1) obtain funding from new and current investors to alleviate the Company’s working capital deficiency;

and 2) implement a plan to increase revenues.

The Company’s continued existence is dependent upon its ability to translate its audience

into revenues.

However, the outcome of management’s plans cannot be determined with any degree of certainty.

Accordingly, the accompanying

audited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and

satisfaction of liabilities in the normal course of business for one year from the date the consolidated financial statements are issued.

The carrying amounts of assets and liabilities presented in the audited consolidated financial statements do not necessarily purport to

represent realizable or settlement values.

The audited consolidated financial statements do not include any adjustments that might result should

the Company be unable to continue as a going concern.

In March 2020, the World

Health Organization declared COVID-19 a global pandemic.

This contagious disease outbreak, which has continued to spread, and any related

adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, leading to

an economic downturn.

2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

of December 31, 2021, the Company had cash of $ 2,958,293 and

a working capital deficit (current liabilities in excess of current assets) of $ ( 56,130,854 ) .

During the year ended December 31, 2021, the

net cash used in operating activities was $ ( 2,487,213 ) .

The accumulated deficit as of December 31, 2021 was $ ( 298,409,685 ) .

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern for one year from the issuance of the consolidated financial statements.

the year ended December 31, 2021, the Company received proceeds of $ 27,585,450 , $ 1,465,053 , $ 70,452 , $ 122,865 , and $ 200,000 from the

issuance of convertible notes, non-convertible notes, advances, advances from related parties, and Series X preferred shares, respectively.

the Company’s consummation of the Empire acquisition, the Company had experienced net losses and negative cash flows from

The Company believes it could generate positive cashflows from operations going forward but in the event its

outstanding debt notes are not converted to common stock, the market for recycled metals experiences a sharp downturn, or if it experiences delays in its growth plans, the Company

may need to raise additional capital.

The Company’s failure to raise capital as and when needed could have a negative

impact on its financial condition and its ability to pursue its business strategy.

the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization

of assets and satisfaction of liabilities in the normal course of business for one year from the date the consolidated financial statements

The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily

purport to represent realizable or settlement values.

The consolidated financial statements do not include any adjustments that

might result should the Company be unable to continue as a going concern.

March 2020, the World Health Organization declared COVID-19 a global pandemic.

This contagious disease outbreak, which has continued

to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial

markets globally, leading to an economic downturn.

It has also disrupted the normal operations of many businesses, including ours.

It is not possible for us to predict

the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our business including our financial condition,

liquidity, or results of operations at this time.

Management is actively monitoring the global situation and its impact on the Company’s

financial condition, liquidity, operations, customers, industry, and workforce.

Given the daily evolution of the COVID-19 outbreak and

the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak will have on its results

of operations, financial condition, or liquidity for fiscal year 2021.

As of the date of this Annual Report on Form 10-K, the Company

has experienced delays in securing new customers and related revenues and the longer this pandemic continues there may be additional impacts.

Furthermore, the COVID-19 outbreak has and may continue to impact the Company’s ability to raise capital.

Although the Company cannot

estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material

adverse effect on the Company’s results of future operations, financial position, liquidity, and capital resources, and those of

the third parties on which the Company relies in fiscal year 2021.

NOTE 3 –

OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include

the accounts of MassRoots, Inc.

is not possible for us to predict the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our

business including our financial condition, liquidity, or results of operations at this time.

Management is actively monitoring the global

situation and its impact on the Company’s financial condition, liquidity, operations, customers, industry, and workforce.

the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects

that the COVID-19 outbreak will have on its results of operations, financial condition, or liquidity for fiscal year 2022.

the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it

may have a material adverse effect on the Company’s results of future operations, financial position, liquidity, and capital resources,

and those of the third parties on which the Company relies in fiscal year 2022.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Consolidation

consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc.

and its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in

consolidation.

Use of Estimates

intercompany balances and transactions have been eliminated in consolidation.

The preparation of financial

statements in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) requires

statements in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include stock-based compensation, fair values relating to derivative liabilities, fair value of payroll tax liabilities,

deemed dividends and the valuation allowance related to deferred tax assets.

Significant estimates include estimates used in the calculation of stock-based compensation, fair values relating to derivative liabilities,

payroll tax liabilities with interest and penalties, deemed dividends, assumptions used in right-of-use and lease liability

calculations, valuations and impairments of goodwill and intangible assets acquired in business combination, estimated useful life of

long-lived assets and finite life tangible assets, determination of environmental remediation liabilities, and the valuation allowance

related to deferred tax assets.

Actual results may differ from these estimates.

Emerging Growth Company

We are an “emerging

growth company”

under the JOBS Act.

For as long as we are an “emerging growth company,”

we are not required to:

comply with any new or revised financial accounting standards that have different effective dates for public and private companies until

those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment

of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with

any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation

or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit

and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the

SEC determines otherwise.

However, we have elected to “opt out”

of the extended transition period discussed in (i) and will

therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required

for non-emerging growth companies.

Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period

for compliance with new or revised accounting standards is irrevocable.

Fair Value of Financial

The Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments”

(“ASC 825-10”) requires disclosure of the fair value of certain financial instruments.

The estimated fair value of certain

financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates

their fair value because of the short-term maturity of these instruments.

All other significant financial assets, financial liabilities

and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other

information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.

The Company follows ASC 825-10, which permits

entities to choose to measure many financial instruments and certain other items at fair value.

For purposes of the consolidated

statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash

Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial

Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments.

The estimated fair

value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis,

which approximates their fair value because of the short-term maturity of these instruments.

All other significant financial assets,

financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements

together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.

Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

purposes of the consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three

months or less to be cash equivalents.

As of December 31, 2021 and 2020, the Company had no cash equivalents.

The Company maintains its cash in banks insured by

the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank.

The Company maintains its

cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured

limit of $ 250,000 per

The Company minimizes this risk by placing its cash deposits with major financial institutions.

At December 31, 2020 and 2019, the uninsured

balances amounted to $0.

Accounts Receivable and

Allowance for Doubtful Accounts

The Company monitors outstanding

receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information.

The allowance

for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable.

is judgment involved with estimating the allowance for doubtful accounts, and if the financial condition of the Company’s customers

were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances

or charges against revenues.

The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible

and no longer actively pursues its collection.

Property and Equipment

Property and equipment are stated at cost and

depreciated using the straight-line method over their estimated useful lives of three to five years.

Repair and maintenance costs are

expensed as incurred.

When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the

respective accounts and the net difference less any amount realized from disposition is reflected in earnings.

Revenue Recognition

The Company recognizes revenue when services are

realized or realizable and earned, less estimated future doubtful accounts.

The Company’s revenues

are accounted for under ASC Topic 606, “Revenue From Contracts With Customers”

(“ASC 606”) and generally do not

require significant estimates or judgments based on the nature of the Company’s revenue streams.

The sales prices are generally

fixed at the point of sale and all consideration from contracts is included in the transaction price.

The Company’s contracts do

not include multiple performance obligations or material variable consideration.

In accordance with ASC 606, the Company recognizes

revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company

expects to be entitled in exchange for those goods or services.

The Company recognizes revenue in accordance with that core principle

by applying the following:

Identify the contract(s) with a customer;

Identify the performance obligation in the contract;

Determine the transaction price;

Allocate the transaction price to the performance obligations in the contract;

Recognize revenue when (or as) the Company satisfies a performance obligation.

The Company primarily generates

revenue by charging businesses to advertise on the Company’s website and social media channels.

In cases where clients enter advertising

contracts for an extended period of time, the Company only recognizes revenue for services provided during that quarter and defers the

remaining unearned revenue to future periods.

The Company charges the costs of advertising to expense as incurred.

Advertising costs were $58,961 and $29,764 for the year ended December 31, 2020 and 2019, respectively.

Stock-Based Compensation

Stock-based compensation

expense is measured at the grant date fair value of the award and is expensed over the requisite service period.

For stock-based awards

to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes

At December 31, 2021 and 2020,

the uninsured balances amounted to $ 2,727,928

respectively.

and Equipment, net

state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition.

depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold

improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term.

Upon the sale or retirement

of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or

charged to income.

We expense costs for repairs and maintenance when incurred.

Property and equipment includes assets recorded under

operating leases, see “Note 16 —Leases.” Our property and equipment is pledged as collateral for our Senior

Secured Debt, see “Note 11 – Convertible Debt.”

Cost of Revenue

The Company’s

cost of revenue consists primarily of the costs of purchasing metal from its customers.

Related Party Transactions

Parties are considered related to the Company

if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with

Related parties also include principal owners of the Company, its management, members of the immediate families of principal

owners of the Company and its management and 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.

The Company discloses all related party transactions.

See Note 18 – Related Party Transactions.

accounts for its leases under ASC 842, Leases.

Under this guidance, arrangements meeting the definition of a lease are classified as

operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated

by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing

Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the

For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line

rent expense over the lease term.

Variable lease expenses, if any, are recorded when incurred.

In calculating

the right of use asset and lease liability, the Company elected to combine lease and non-lease components.

The Company excluded short-term

leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on

a straight-line basis over the lease term.

See Note 15 – Leases.

Paycheck Protection Program

We classified

the loan we received under the Paycheck Protection Program (“PPP”) and the PPP note we assumed upon consummation of the Empire

acquisition as non-convertible notes.

We accrued interest on the PPP notes through the date of forgiveness of the respective notes by

the Small Business Administration (“SBA”).

On the date of forgiveness of the respective PPP notes by the SBA, the principal

and interest due under the PPP notes were recorded as gains on forgiveness of debt.

Commitments and Contingencies

From time to time, we may become involved in various

lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and

an adverse result in these or other matters may arise from time to time that may harm our business.

Except as set forth below, we are

currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect

on our business, financial condition or operating results.

See Note 9 – Commitments and Contingencies.

Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts.

Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”)

and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams.

prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price.

The Company’s

contracts do not include multiple performance obligations or material variable consideration.

accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount

that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The Company recognizes

revenue in accordance with that core principle by applying the following:

the contract(s) with a customer;

the performance obligation in the contract;

the transaction price;

the transaction price to the performance obligations in the contract;

revenue when (or as) the Company satisfies a performance obligation.

Company primarily generates revenue by purchasing scrap metal from businesses and retail customers, processing it, and selling the ferrous

and non-ferrous metals to clients.

Company realizes revenue upon the fulfillment of its performance obligations to customers.

As of December 31, 2021 and 2020, the Company

had a contract liability of $ 25,000 and $ 0 , respectively, for contracts under which the customer had paid for and the Company had not

yet delivered.

we ship the ferrous and non-ferrous metals we purchase to customers multiple times per day, we do maintain inventories.

the value of the inventories we do carry, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged

vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less.

We calculate the value of

the inventory based on the first-in-first-out (FIFO) methodology.

We calculate the value of finished products based on their net realizable

value as their cost basis is not readily available.

The value of our inventories was $ 381,002 and $ 0 , respectively, as of December 31,

2021 and 2020.

Company charges the costs of advertising to expense as incurred.

Advertising costs were $ 33,595 and $ 58,961 for the year ended December

31, 2021 and 2020, respectively.

compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period.

For stock-based

awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes

option pricing model.

2 unchanged sentences

The assumptions used in calculating the fair value

of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application

of management’s judgment.

The Company follows ASC Subtopic

740-10, “Income Taxes”

(“ASC 740-10”) for recording the provision for income taxes.

Deferred tax assets and liabilities

are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted

marginal tax rate applicable when the related asset or liability is expected to be realized or settled.

Deferred income tax expenses or

benefits are based on the changes in the asset or liability during each period.

If available evidence suggests

that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required

to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Future changes in such valuation allowance

are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences

resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Convertible Instruments

GAAP requires companies

to bifurcate conversion options from their host instruments and account for them as freestanding 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 otherwise applicable

generally accepted accounting principles 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.

An exception to this rule is when

the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.”

When the Company has determined

that the embedded conversion options should not be bifurcated from their host instruments, 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

Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption using

the effective interest method.

Beneficial Conversion Features and Deemed Dividends

The Company records a beneficial conversion feature

for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price.

The Company also

records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock,

based on the change in the intrinsic value of the conversion options embedded in such preferred stock.

The Company records, when necessary, deemed dividends

(i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing

(inclusive of any full ratchet provisions);

(ii) the exchange of preferred shares for convertible notes, based on the amount of the face

value of the convertible notes in excess of the carrying value of the preferred shares;

(iii) the settlement of warrant provisions, based

on the fair value of the common shares issued;

and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial

conversion feature.

Derivative Financial Instruments

The Company classifies as

equity any contracts that:

of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application

of management’s judgment.

Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes.

Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets

and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.

Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.

available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized,

a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.

changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income

taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes

in different periods.

Business Combinations

business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business

Combinations” (“ASC 805”).

Under the acquisition method, we recognize 100% of the assets we acquire and liabilities

we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition.

Any excess of the purchase

price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill.

To the extent

the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain

is recognized.

The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine

the fair value during the measurement period.

The operating results of businesses we acquire are included in our consolidated statement

of operations from the date of acquisition.

Acquisition-related costs are expensed as incurred.

Empire Acquisition.”

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding 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 otherwise applicable generally accepted accounting principles 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.

to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing

Liabilities From Equity.”

the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, 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 using the effective interest method.

Conversion Features and Deemed Dividends

Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the

Company’s stock price.

The Company also records, when necessary, a contingent beneficial conversion resulting from price protection

of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred

Company records, when necessary, deemed dividends for:

(i) warrant price protection, based on the difference between the fair value of

the warrants immediately before and after the repricing (inclusive of any full ratchet provisions);

(ii) the exchange of preferred shares

for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred

(iii) the settlement of warrant provisions, based on the fair value of the common shares issued;

and (iv) amortization of discount

on preferred stock resulting from recognition of a beneficial conversion feature.

Financial Instruments

Company classifies as equity any contracts that:

(i) require physical settlement or net-share settlement;

or (ii) provide the Company with a choice of net-cash

settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to

the Company’s own stock.

or (ii) provide the Company

with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such

contracts are indexed to the Company’s own stock.

The Company classifies as assets or liabilities any contracts that:

(i) 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 (ii) gives

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

The Company assesses

classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a

change in classification between assets and liabilities is required.

The Company’s freestanding

derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common

shares, and of embedded conversion options within convertible notes.

The Company evaluated these derivatives to assess their proper classification

in the balance sheet as of December 31, 2020 and 2019 using the applicable classification criteria enumerated under ASC 815, “Derivatives

and Hedging.”

The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement

The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized

shares to meet all possible conversion demands.

As such, the Company was required to record the derivatives which do not have fixed settlement

provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period.

The Company also

records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does

not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock.

Long-Lived Assets

The Company reviews its property

and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount

of an asset may not be recoverable.

The test for impairment is required to be performed by management at least annually.

Recoverability

of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash

flow expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured

by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Long-lived assets to be disposed of are reported

at the lower of carrying amount or fair value less costs to sell.

Intangible assets are stated at cost and reviewed annually to examine

any impairments, usually assuming an estimated useful life of three to five years.

When retired or otherwise disposed, the related carrying

value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition,

is reflected in earnings.

Indefinite Lived Intangibles

The Company accounts for

business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,”

the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their

estimated fair values.

The purchase price is allocated using the information currently available, and may be adjusted, up to one year

from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions

to preliminary estimates.

The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less

liabilities assumed is recognized as goodwill.

The Company tests indefinite

lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the

carrying amount of the asset exceeds its fair value and may not be recoverable.

Segment Reporting

Operating segments are defined

as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer,

or decision-making group, in deciding the method to allocate resources and assess performance.

The Company currently has one reportable

segment for financial reporting purposes, which represents the Company’s core business.

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

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

The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to

determine whether a change in classification between assets and liabilities is required.

Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance

of debt and the sale of common shares, and of embedded conversion options within convertible notes.

The Company evaluated these derivatives

to assess their proper classification in the balance sheet as of December 31, 2021 and 2020 using the applicable classification criteria

enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise

features did not contain fixed settlement provisions.

The convertible notes contained a conversion feature such that the Company could

not ensure it would have adequate authorized shares to meet all possible conversion demands.

As such, the Company was required to record

the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at

the end of each reporting period.

The Company also records derivative liabilities for instruments, including convertible notes, preferred

stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into

shares of common stock.

Environmental

Remediation Liability

operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws

and regulations.

These laws and regulations not only govern current operations and products, but also impose potential liability on the

Company for past operations.

Management expects environmental laws and regulations to impose increasingly stringent requirements upon

the Company and the industry in the future.

Management believes that the Company conducts its operations in compliance with applicable

environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance.

Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals

as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are

At December 31, 2021 and 2020, the Company had accruals reported on the balance sheet as current liabilities of $ 22,207

and $ 0 , respectively.

costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and

magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation

with respect to a particular site.

Additionally, costs for environmental-related activities may not be reasonably estimable and therefore

would not be included in our current liabilities.

expects these contingent environmental-related liabilities to be resolved over the next fiscal year.

Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset may not be recoverable.

The test for impairment is required to be performed by management

at least annually.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the

future undiscounted operating cash flow expected to be generated by the asset.

If such assets are considered to be impaired, the impairment

to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

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

Intangible assets are stated

at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five

to ten years .

When retired or otherwise

disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less

any amount realized from disposition, is reflected in earnings.

The estimated useful lives of the Intellectual Property, Customer List,

and Licenses assumed in the Empire acquisition is 5 years , 10 years , and 10 years , respectively.

See Note 19 – Amortization of

Intangible Assets.

Lived Intangibles and Goodwill

Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,”

where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on

their estimated fair values.

The purchase price is allocated using the information currently available, and may be adjusted, up to one

year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and

revisions to preliminary estimates.

The purchase price in excess of the fair value of the tangible and identified intangible assets acquired

less liabilities assumed is recognized as goodwill.

Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances

indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.

Goodwill is the excess of the purchase price paid

over the fair value of the net assets of the acquired business.

Goodwill is tested annually at December 31 for impairment.

qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether

an impairment of the current carrying amount of goodwill exists.

A qualitative assessment evaluates whether it is more likely than not

that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment

The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount

including goodwill.

If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized.

of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount.

If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess.

The Company has adopted

the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment.

2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s

carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit.

ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other

assets that, under existing GAAP, would not be impaired or have a reduced carrying amount.

Furthermore, the ASU removes “the requirements

for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative

test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying

amount will apply the same impairment test.

Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values

will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired.

We test our goodwill for impairment annually,

or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment.

We are required

to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value.

measurement date for testing goodwill impairment is December 31.

None of the goodwill is deductible for income tax purposes.

segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by

the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance.

currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.

Earnings (Loss) Per Common Share

3 unchanged sentences

Diluted earnings per share, if presented,

would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using

the “treasury stock”

and/or “if converted”

methods, as applicable.

would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock

using the “treasury stock” and/or “if converted” methods, as applicable.

computation of basic and diluted income (loss) per share, for the year ended December 31, 2021 and 2020 excludes potentially dilutive

2 unchanged sentences

dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE

Common shares issuable upon conversion of convertible notes

2,562,481,459

3,697,833,022

Options to purchase common shares

Warrants to purchase common shares

2,521,077,555

3,342,376,365

Common shares issuable upon conversion of preferred stock

6,709,317,940

Total potentially dilutive shares

11,820,498,719

7,067,831,152

February 28, 2022 the Company completed 1-for-300 reverse stock split .

Pursuant to GAAP, the

Company retrospectively recasted and restated the weighted-average shares included within its consolidated statements of operations

for the years ended December 31, 2021 and 2020.

The basic and diluted weighted-average common shares are retroactively converted to shares

of the Company’s common stock to conform to the recasted consolidated statements of stockholders’ equity.

Reclassifications

Certain reclassifications

have been made to the prior years’

data to conform to the current year presentation.

These reclassifications had no effect on reported

income (losses).

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, which

simplifies the guidance on accounting for convertible debt instruments by removing the separation models for:

(1) convertible debt with

a cash conversion feature;

and (2) convertible instruments with a beneficial conversion feature.

As a result, the Company will not separately

present in equity an embedded conversion feature in such debt.

Instead, we will account for a convertible debt instrument wholly as debt,

unless certain other conditions are met.

We expect the elimination of these models will reduce reported interest expense and increase

reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU

Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury

stock method will be no longer available.

The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021,

with early adoption permitted no earlier than fiscal years beginning after December 15, 2020.

The Company is currently evaluating the

impact of ASU 2020-06 on its consolidated financial statements.

In August 2018, the FASB

issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820):

Disclosure Framework - Changes

to the Disclosure Requirements for Fair Value Measurement”

(“ASU 2018-13”).

ASU 2018-13 removes certain disclosure requirements,

including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers

between levels, and the valuation processes for Level 3 fair value measurements.

ASU 2018-13 also adds disclosure requirements, including

changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements,

and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

The amendments

on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level

3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial

fiscal year of adoption.

All other amendments should be applied retrospectively to all periods presented upon their effective date.

2018-13 became effective for us on January 1, 2020.

The adoption of this update did not have a material impact on the Company’s

consolidated financial statements and related disclosures.

There are other various updates

recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and

are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 4 –

As of December 31, 2020 and

2019, the carrying value of our investments in privately held companies totaled $0 and $0, respectively.

These investments are accounted

for as cost method investments, as we owned less than 20% of the voting securities and do not have the ability to exercise significant

influence over operating and financial policies of the entities.

During the year ended December 31, 2017, the Company

acquired 23,810 shares of Class A common stock of Hightimes Holding Corp.

for $100,002, or $4.20 per share.

As a result of a forward share

split of 1.9308657-for-1 on January 15, 2018, MassRoots owned 45,974 shares of Class A common stock.

The acquired Class A common

stock were considered non-marketable securities.

The Company incurred an impairment of $65,000 on these shares during the year ended December

The Company sold 45,974 shares of Class A common stock for proceeds of $35,000 during the year ended December 31, 2019.

On July 13, 2017, the Company

purchased an unsecured convertible promissory note in the principal amount of $300,000 from CannaRegs, Ltd, a Colorado limited liability

company (“CannaRegs”).

The note bears interest at a rate of 5% per annum and matures on December 19, 2019.

In the event CannaRegs

consummates an equity financing in excess of $2,000,000 prior to the maturity date of the note, the outstanding principal and any accrued

and unpaid interest automatically converts into equity securities of the same class or series issued by CannaRegs at the lesser of:

90% of the price paid per equity security or b) a price reflecting a valuation cap of $4,500,000.

On July 17, 2017, MassRoots

converted the note into 430,622 shares of CannaRegs’

common stock.

In 2018, CannaRegs re-incorporated as a Delaware C corporation

under the name Regs Technology, Inc.

(“Regs Technology”), keeping the same capitalization structure and business operations.

MassRoots valued its holdings at $0 and $147,876 as of December 31, 2019 and 2018, respectively.

The Company recorded an impairment expense

of $155,336 on its holdings during 2018 and recorded a $91,931 loss on the sale of investment during the year ended December 31, 2019.

The Company sold its shares of Regs Technology for $55,983 during the year ended December 31, 2019.

MassRoots owned less than 1% of Regs

Technology’s issued and outstanding shares prior to the sale.

NOTE 5 –

TO COWA SCIENCE CORPORATION

On February 11, 2019, the Company 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 (“Stockholder Representative”).

Pursuant to the

Merger Agreement, Merger Subsidiary will be merged with and into COWA, whereby the separate corporate existence of Merger Subsidiary will

cease and COWA will be the surviving entity (the “Surviving Entity”) and will be a wholly-owned subsidiary of the Company

(the “Merger”).

Upon effectiveness of the Merger (such time, the

“Effective Date”), MassRoots will issue 50,000,000 shares of its common stock to the stockholders of COWA, allocated pro-rata based

on each stockholder’s respective holdings of COWA immediately prior to the Effective Date and each share of the common stock of

Merger Subsidiary will be converted into one newly issued, fully paid and non-assessable share of common stock of the Surviving Entity.

If (i) within three years after the Effective Date, COWA has generated an aggregate of $2.5 million in revenue, the Company shall issue

an aggregate of 25 million shares of common stock to the COWA stockholders;

and (ii) within three years after the Effective Date, COWA

has generated an aggregate of $7.5 million in revenue (inclusive of the $2.5 million in revenue generated in clause (i)), the Company

shall issue an aggregate of 25 million additional shares of common stock to the COWA stockholders.

On February 24, 2020, the Company terminated the

Agreement and Plan of Merger by and among the Company, Merger Subsidiary, COWA and Christopher Alameddin.

As of December 31, 2019,

MassRoots had advanced $370,500 to COWA for working capital, which is to be repaid on-demand should the Merger not be effectuated.

of December 31, 2019, COWA had repaid $10,000 and the Company wrote off the $360,500 balance of these advances.

NOTE 6 –

reclassifications have been made to the prior years’ data to conform to the current year presentation.

These reclassifications

had no effect on reported income (losses).

Accounting Pronouncements

December 2019, the FASB issued ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes.

2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve

consistent application.

This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December

15, 2020, with early adoption permitted.

The Company adopted ASU No.

2019-12 effective January 1, 2021, and the adoption did not have

a material impact on its financial statements and related disclosures.

August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the

separation models for:

(1) convertible debt with a cash conversion feature;

and (2) convertible instruments with a beneficial conversion

As a result, the Company will not separately present in equity an embedded conversion feature in such debt.

Instead, we will

account for a convertible debt instrument wholly as debt, unless certain other conditions are met.

We expect the elimination of these

models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling

under the scope of those models before the adoption of ASU 2020-06.

Also, ASU 2020-06 requires the application of the if-converted method

for calculating diluted earnings per share and the treasury stock method will be no longer available.

The provisions of ASU 2020-06 are

applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after

December 15, 2020.

The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.

August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820):

Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”).

ASU 2018-13 removes

certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy,

the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements.

ASU 2018-13 also

adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income

for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop

Level 3 fair value measurements.

The amendments on changes in unrealized gains and losses, and the range and weighted average of significant

unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim

or annual period presented in the initial fiscal year of adoption.

All other amendments should be applied retrospectively to all periods

presented upon their effective date.

ASU 2018-13 became effective for us on January 1, 2020.

The adoption of this update did not have

a material impact on the Company’s consolidated financial statements and related disclosures.

2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from

Contracts with Customers, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in

a business combination in accordance with Topic 606, as if it had originated the contracts.

Prior to this ASU, an acquirer generally

recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition

The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.

The ASU is to be applied

prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim

period, as of the beginning of the fiscal year that includes the interim period of early application).

We are still assessing this standard’s

impact on our consolidated financial statements.

are other various updates recently issued, most of which represented technical corrections to the accounting literature or application

to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations

or cash flows.

4 – ACQUSITION OF EMPIRE

September 30, 2021, the Company entered into an agreement and plan of merger to acquire Empire Services, Inc., a Virginia Corporation

(the “Empire Acquisition”).

The Empire Acquisition became effective upon the filing of the articles of merger with the State Corporation Commission of Virginia on October 1, 2021.

a company headquartered in Virginia, operates 11 metal recycling facilities in Virginia and North Carolina, where it collects, classifies

and processes raw scrap metals (ferrous and nonferrous) for recycling, such as iron, steel, aluminum, copper, lead, stainless steel and

Empire’s business consists of purchasing scrap metals from retail customers, municipal governments and large corporations,

and selling both processed and unprocessed scrap metals to steel mills and others purchasers across the country.

Empire utilizes technology

to create operating efficiencies and competitive advantages over other scrap metal recyclers.

the effective time of the Empire Acquisition, each share of Empire’s common stock was converted into the right to receive consideration

consisting of:

(i) 1,650,000 shares of newly-issued restricted shares of the Company’s common stock, par value $ 0.001 per share,

(ii) within 3 business days of the closing of the Company’s next capital raise, repayment of a $ 1 million advance made to purchase

Empire’s Virginia Beach location to Empire’s sole shareholder and Greenwave’s CEO and (iii) a promissory note in the

principal amount of $ 3.7 million with a maturity date of September 30, 2023 to Empire’s sole shareholder and Greenwave’s

merger agreement contains representations, warranties and covenants customary for transactions of this type.

Investors in, and security

holders of, the Company should not rely on the representations and warranties as characterizations of the actual state of facts since

they were made only as of the date of the Empire Acquisition.

Moreover, information concerning the subject matter of such representation

and warranties may change after the date of the Empire Acquisition, which subsequent information may or may not be fully reflected in

public disclosures.

September 30, 2021, the Company entered into an employment agreement with the sole owner of Empire which did not represent additional

purchase consideration.

fair value of the assets acquired and liabilities assumed are based on management’s initial estimates of the fair values on October

1, 2021 and on subsequent measurement adjustments as of December 31, 2021.

Based upon the purchase price allocation, the following table

summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

OF BUSINESS ACQUISITION

Assets acquired:

Notes receivable – related party

Property and equipment, net

Right of use and other assets

Intellectual Property

Customer Base

Total assets acquired at fair value

Liabilities assumed:

Accounts payable

Advances and environmental remediation liabilities

Other liabilities

Total liabilities assumed

Net assets acquired

Purchase consideration paid:

Promissory Note

Total purchase consideration paid

assets acquired and liabilities assumed are recorded at their estimated fair values on the acquisition date as adjusted during the measurement

period with subsequent changes recognized in earnings or loss.

The Company utilized an independent specialist for the valuation of

the intangible assets.

following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Empire had occurred as of

the beginning of the following periods:

OF BUSINESS ACQUISITION PRO FORMA

December 31, 2021

December 31, 2020

Net Income (Loss) Available to Common Shareholders

$ ( 115,372,857 )

Net Basic Earnings (Loss) per Share

Diluted Earnings (Loss) per Share

forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning

of the periods presented and is not intended to be a projection of future results.

5 – PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2020

and December 31, 2019 is summarized as follows:

Office equipment

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company acquired equipment with a purchase price of

$ 5,511,568 with

accumulated depreciation of $ 2,287,231 .

Property and equipment as of December 31, 2021 and

December 31, 2020 is summarized as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

$ $ 4,816,756

Less accumulated depreciation

( 1,911,719 )

Property and equipment, net

Depreciation expense for the years ended December

31, 2020 and 2019 was $0 and $6,720, respectively.

NOTE 7 –

SOFTWARE COSTS

In January 2018, MassRoots entered into a Master

Services Agreement with MEV, LLC (“MEV”) pursuant to which MEV will assist with the development and servicing of the Company’s

technology platform, including its mobile applications, business portal and WeedPass.

MassRoots has capitalized the billable costs of

engineers that were devoted to building the system and developing additional features that enhanced its ability to generate revenue.

did not capitalize any costs associated with maintenance, user-testing, analysis and planning of the system.

The Company has been amortizing

these capitalized costs using a straight-line methodology over five years, since July 5, 2018.

During fiscal year 2018, MassRoots paid MEV $521,839

with respect to the development and maintenance of its platform, of which MassRoots capitalized $260,565 in development costs.

During the year ended December 31, 2020 and 2019,

MassRoots incurred amortization of software costs of $0 and $38,549, respectively.

During the same period, MassRoots incurred impairment

of software costs of $0 and $196,315, respectively.

NOTE 8 –

NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE

During the year ended December 31, 2020 and 2019,

the Company received aggregate proceeds from advances of $3,696 and $0, received forgiveness of advances for $250,000 and $0, and repaid

an aggregate of $3,009 and $595,000, respectively.

Included in the year ended December 31, 2020 were $3,696 of advances from and $509

of repayments to the Company’s Chief Executive Officer (See Note 18).

The remaining advances were primarily for Simple Agreements

expense for the years ended December 31, 2021 and 2020 was $ 149,156 and $ 0 , respectively.

Impairment of equipment expense for the years

ended December 31, 2021 and 2020 was $ 388,877 and $ 0 , respectively.

6 – ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE

the year ended December 31, 2021 and 2020, the Company received aggregate proceeds from non-interest bearing advances of $ 70,452 and

received forgiveness of advances for $ 0

and $ 250,000 , and

repaid an aggregate of $ 61,639 and

respectively, of advances.

Included in the year ended December 31, 2021 were $ 2,957 of

advances from and $ 6,144 of

repayments to the Company’s Chief Information Officer and a $ 25,000 settlement

payment made by Empire Services, Inc.

on behalf of the Company (See Note 18).

The remaining advances are primarily for Simple Agreements

for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities

Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation

D thereunder in 2017 and 2018.

As of December 31, 2020 and 2019, the Company owed $88,187 and $337,500 in principal and $0 and $10,500

in accrued interest, respectively.

During the year ended December 31, 2020 and 2019,

the Company received proceeds from the issuance of non-convertible notes of $82,911and $175,000 and repaid an aggregate of $39,641 and

$45,400, respectively, of non-convertible notes.

The non-convertible notes have maturity dates ranging from March 18, 2019 to June 26,

2022 and accrue interest at rates ranging from 0% to 36% per annum.

On April 17, 2020, the outstanding principal balance of $23,500

and accrued interest of $17,281 on non-convertible notes held by one holder was consolidated into a new non-convertible note with a face

value of $79,000, resulting in a loss on debt settlement of $38,219.

As of December 31, 2020 and 2019, the Company owed $269,520 and $115,750

in principal and $251,612 and $117,924 in accrued interest, respectively.

On May 4, 2020, the Company received proceeds

of $50,000 from a PPP note.

The note has a maturity date of May 4, 2020 and bears 1% interest per annum.

As of December 31, 2020,

the Company owed $50,000 in principal and $330 in accrued interest on this note.

NOTE 9 –

PAYABLE AND ACCRUED EXPENSES

As of December 31, 2020 and 2019, the Company

owed accounts payable and accrued expenses of $4,948,890 and $5,455,063, respectively.

These are primarily comprised of payments to vendors,

accrued interest on debt, and accrued legal bills.

NOTE 10 –

ACCRUED PAYROLL AND RELATED

The Company is delinquent in filing its payroll

taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018, 2019, and 2020.

Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018.

As of December 31, 2021

31, 2020 and 2019, the Company owed payroll tax liabilities, including penalties, of $3,864,055 and $3,724,050, respectively, to federal

and state taxing authorities.

The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing

The Company expects to settle these liabilities by June 30, 2021.

NOTE 11 –

COMMITMENTS AND CONTINGENCES

From time to time, we may become involved in various

lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an

adverse result in these or other matters may arise from time to time that may harm our business.

Except as set forth below, we are currently

not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business,

financial condition or operating results.

Power Up Lending Group, Ltd.

On October 11, 2019, Power Up Lending Group, Ltd.

(“Power Up”) filed a complaint against the Company and Isaac Dietrich, an officer and director of the Company, in the Supreme

Court of the State of New York, County of Nassau.

The complaint alleges, among other things, (i) the occurrence of events of default in

certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including,

but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits

as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof.

In addition, the complaint

alleges, among other things, that Mr.

Dietrich took affirmative steps to deliberately cause the Company to breach its financial obligations.

As a result of the foregoing, Power Up has requested:

(i) the greater of $312,000 and the “parity value”

as such term is defined

in the Power Up Notes together with $2,000 per day until the Company issues shares upon conversion of the Power Up Notes together with

applicable interest thereon;

(ii) $165,000 as a result of the misrepresentations;

(iii) an amount of lost profits to be determined by

the court, but in no event less than $312,000;

(iv) $312,000 as against Mr.

(v) an award for reasonable legal fees and costs

of litigation;

(vi) a judgment awarding specific performance under the Power Up Notes;

and (vii) the costs and disbursement of the action,

pre-judgment interest, default interest and such other further relief as the court deems proper.

On August 24, 2020, the Supreme Court

of the State of New York, County of Nassau adjourned a hearing on Power Up’s motion for default judgment with respect to the complaint

filed by Power Up on October 11, 2019, against the Company and Mr.

Dietrich until September 14, 2020.

On September 14, 2020, Power-Up filed a motion

for leave to enter a default judgment against the Company and Mr.

Dietrich, alleging that the defendants failed to appear and did not

establish a meritorious defense to the claims made or a reasonable excuse for the delay in interposing their answer.

On February 9, 2021,

a motion for default judgment was granted and the default judgment in the total amount of $350,551.10 was entered against the Company

Dietrich jointly and severally.

Sheppard Mullin’s Demand for Arbitration

On December 1, 2020, Sheppard, Mullin, Richter

& Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS

in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a

failure of the Company to pay $487,390.73 of outstanding legal fees to Sheppard Mullin.

Sheppard Mullin seeks to collect the entirety

of the amount owed by the Company in accordance with said engagement agreement.

Rother Investments’

On October 28, 2020, Rother Investments, LLC (“Rother

Investments”) filed a complaint in the District Court of 419th Judicial District, Travis County, Texas against the Company, alleging the

Company’s default under a certain promissory note (the “Rother Investments Note”) in payment of the outstanding principal

amount and interest under the Note, as described in the complaint.

Rother Investments seeks to collect the amount of $124,750.00 as of

the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000.00

pursuant to Tex.

47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such

other relief as the court deems appropriate.

Trawick’s Complaint

On or about January 25, 2021, Travis Trawick (“Trawick”)

filed a complaint against the Company and Isaac Dietrich, an officer and director of the Company, in the Circuit Court for the City of Virginia Beach,

Virginia, asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and

modified, and ancillary documents thereto (collectively, the “Note”), and Mr.

Dietrich’s failure to fulfill its obligations,

as the guarantor, under the Note.

Trawick demands a judgment in his favor in the amount exceeding $130,336.15, the exact amount to be

proven at trial including pre and post-judgment interest, reasonable attorneys’

fees, court costs, other taxable costs, and such

other relief as the court deems appropriate.

NOTE 12 –

and December 31, 2020, the Company owed $ 97,000 and

principal and $ 4,000 and

accrued interest, respectively, on advances.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company became liable for merchant cash advances Empire

had obtained in the amount of $ 4,975,940 with

a carrying value of $ 4,072,799

as of the acquisition date.

The advances had final payment

dates ranging from November 19, 2020 to March 11, 2022.

The advances were secured against the assets of Empire.

The Company made payments

of $ 4,104,334 towards

these advances during the year ended December 31, 2021.

There was amortization of debt discount of $ 903,141

from October 1 to December 8, 2021.

Company realized an aggregate gain on the settlement of these advances of $ 871,606

from November 30 to D ecember 8, 2021.

These advances were fully satisfied and retired as of December 31, 2021.

Non-Convertible

Notes Payable

July 5, 2018, the Company issued secured convertible notes to certain accredited investors in the aggregate principal amount of $1,650,000.

The notes matured on January 5, 2019 and accrued no interest.

Net proceeds received by the Company were $1,492,500 after deduction of

legal and other fees.

During 2019, the remaining principal amount of $390,000 and accrued interest of $22,831 were converted into shares

of the Company’s common stock.

connection with the issuance of the July 2018 notes, the Company and the investors also entered into a security agreement pursuant to

which the notes are secured by all of the assets of the Company held as of July 5, 2018 and acquired thereafter.

The Company also issued

five-year warrants to purchase an aggregate of 6,600,000 shares of Company’s common stock with an initial exercise price of $0.25.

The warrants contain certain anti-dilutive provisions.

In December 2018, the

Company made payments of an aggregate of $1,762,500 to holders of July 2018 notes.

As of December 31, 2018, the aggregate remaining face

value of the notes was $390,000.

During the year ended December 31, 2019, holders of the July 2018 notes converted $390,000 in principal

and $22,831 in interest into an aggregate of 10,102,353 shares of the Company’s common stock for settlement of the remaining balance

The balance of these notes was $0 as of December 31, 2019.

In December 2018, the

Company issued convertible promissory notes in the aggregate principal amount of $90,000 (including an aggregate original issuance discount

of $15,000) maturing June 1, 2019 and bearing interest of 5% per annum.

The Company shall have the right to prepay the notes for an amount

equal to 130% multiplied by the portion of the Outstanding Balance (as defined in the notes) being prepaid.

The investors shall have the

right to convert the Outstanding Balance of the note at any time into shares of common stock of the Company at a conversion price of $0.075

per share, subject to adjustment.

During the year ended December 31, 2019, the holder converted $90,000 in principal and $9,000 of accrued

interest into an aggregate of 6,879,913 shares of common stock.

As of December 31, 2019, the aggregate carrying value of the notes was

On December 17, 2018,

the Company issued a secured convertible promissory note in the principal amount of $2,225,000 (including an original issuance discount

of $225,000) that matured on December 17, 2019 and bears interest at a rate of 8% per annum (which increased to 22% on July 16, 2019 upon

the occurrence of an event of default).

the year ended December 31, 2021 and 2020, the Company received proceeds from the issuance of non-convertible notes of $ 1,465,053 and

had $ 1,515,778

in intercompany loans eliminated, and repaid

an aggregate of $ 5,629,455 and

respectively, of non-convertible notes.

Included in the years ended December 31, 2021 and 2020 were $ 24,647 and

respectively, of advances from and $ 59,103

repayments to the Company’s Chief Executive Officer.

The $ 5,629,455

in repayments in 2021 was comprised of $ 5,479,288

in payments made towards non-convertible

notes assumed in the Empire acquisition, $ 150,167

was towards non-convertible notes Greenwave had

outstanding and $ 60,000

was towards the resolution agreement with

Sheppard Mullin.

April 17, 2020, the outstanding principal balance of $ 23,500 and accrued interest of $ 17,281 on non-convertible notes held by one holder

was consolidated into a new non-convertible note with a face value of $ 79,000 , resulting in a loss on debt settlement of $ 38,219 as of

December 31, 2020.

On June 2, 2021, holders of this non-convertible notes entered into an agreement to cancel the entire amount owed

to him (including principal of $ 79,000 and accrued interest of $ 63,055 ), resulting in gain on forgiveness of debt of $ 142,055 .

May 4, 2020, the Company received proceeds of $ 50,000 from a PPP note.

The note had a maturity date of May 4, 2022 and bore 1 % interest

On April 6, 2021, the Small Business Administration forgave the Company’s Paycheck Protection Program loan in the principal

amount of $ 50,000 and accrued interest of $ 466 , resulting in gain on forgiveness of debt of $ 50,466 .

As of December 31, 2021 and December

31, 2020, the Company owed $ 0 and $ 50,000 in principal and $ 0 and $ 330 in accrued interest, respectively, on this note.

June 4, 2021, one of the holders of a non-convertible note payable for $ 60,000 extended the due date of the note from June 26, 2022

to June 24, 2023 .

On November 30, 2021, the Company settled this note for payment of $ 100,000 .

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

note with an interest rate of 10.495 %

and a maturity date of August

As of October 1, 2021, the note’s

principal balance was $ 764,464 ,

had a carrying value of $ 707,644 ,

and had accrued interest and penalties of $ 30,330 .

The note was secured by assets of Empire.

The Company made payments towards the principal and interest of the note of $ 37,800

from October 1 to November 30, 2021.

amortization of debt discount on the note of $ 56,820

from October 1 to November 30, 2021.

paid $ 730,347

to settle the note on November 30, 2021.

The Company realized a gain on the settlement of this note of $ 34,117

on November 30, 2021.

This note was fully satisfied

and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

note with an interest rate of 10.495 %

and a maturity date of November

As of October 1, 2021, the note’s

principal balance was $ 524,381 ,

carrying value was $ 450,268 ,

and had accrued interest and penalties of $ 7,896 .

The note was secured by assets of Empire.

The Company made payments towards the principal and interest of the note of $ 9,070

from October 1 to November 30, 2021.

amortization of debt discount on the note of $ 74,113

from October 1 to November 30, 2021.

paid $ 507,880

to settle the note on November 30, 2021.

The Company realized a gain on the settlement of this note of $ 16,501

on November 30, 2021.

This note was fully satisfied

and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

note with an interest rate of 4.75 %

and a maturity date of December

As of October 1, 2021, the note’s

remaining principal balance was $ 1,223,530 .

The note was secured by all assets of Empire and property owned by the Company’s Chief Executive Officer.

The Company made payments

towards the principal and interest of the note of $ 48,000

from October 1 to November 30, 2021.

an interest expense of $ 11,907

from October 1 to November 30, 2021.

Company paid $ 1,292,024

to settle the note on November 30, 2021.

The Company realized a loss on the settlement of this note of $ 69,968

on November 30, 2021.

note was fully satisfied and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured, demand

promissory note with an interest rate of 4.75 %

and a maturity date of January

As of October 1, 2021, the note’s

remaining principal balance was $ 888,555 .

Under the terms of the note, any principal amount that was paid off could be reborrowed.

The note was secured by all assets Empire and

property owned by the Company’s Chief Executive Officer.

On October 26, 2021, the Company received additional proceeds of $ 108,000

under the note.

The Company made payments towards

the principal and interest of the note of $ 23,000

from October 1 to November 30, 2021.

an interest expense of $ 2,146

from October 1 to November 30, 2021.

paid $ 996,554

to settle the note on November 30, 2021.

This note was fully satisfied and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for an Economic Injury

Disaster Loan (“EIDL”) note with a 3.75 % interest rate and a maturity date of April 19, 2040 .

As of October 1, 2021, the

note’s principal balance was $ 500,000 and had $ 12,501 in accrued interest.

The Company made payments towards interest of the note

of $ 4,874 from October 1 to November 30, 2021.

There was an interest expense of $ 5,211 on this note from October 1 to November 30, 2021.

The Company paid $ 512,838 to settle the note on November 30, 2021.

This note was fully satisfied and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

note with an interest rate of 10.495 %

and a maturity date of September

As of October 1, 2021, the note’s

principal balance was $ 258,815 ,

had a carrying value of $ 220,657 ,

and had accrued interest and late fees of $ 4,897 .

The note was secured by assets of Empire.

The Company made payments towards the principal and interest of the note of $ 6,995

from October 1 to November 30, 2021.

amortization of debt discount on the note of $ 38,158

from October 1 to November 30, 2021.

paid $ 234,914

to settle the note on November 30, 2021.

The Company realized a gain on the settlement of this note of $ 23,901

on November 30, 2021.

This note was fully satisfied

and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

note with an interest rate of 10.015 %

and a maturity date of November

As of October 1, 2021, the note’s

principal balance was $ 213,080 ,

had a carrying value of $ 188,812 ,

and had accrued interest and penalties of $ 4,186 .

The note was secured by assets of Empire.

The Company made payments towards the principal and interest of the note of $ 7,610

from October 1 to November 30, 2021.

amortization of debt discount on the note of $ 24,898

from October 1 to November 30, 2021.

paid $ 195,896

to settle the note on November 30, 2021.

The Company realized a gain on the settlement of this note of $ 17,184

on November 30, 2021.

This note was fully satisfied

and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a Paycheck Protection

Program (“PPP”) note with a 1 % interest rate and a maturity date of March 16, 2023 .

As of October 1, 2021, the note’s

principal balance was $ 543,000 in principal and had $ 2,902 in accrued interest.

The note was secured by assets of Empire.

The note accrued

interest of $ 1,012 from October 1 to December 7, 2021.

On December 7, 2021, the Small Business Administration forgave the Company’s

Paycheck Protection Program loan in the principal amount of $ 543,275 and accrued interest of $ 3,915 , resulting in gain on forgiveness

of debt of $ 547,190 .

This note was fully satisfied and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

note with an interest rate of 10.015 %

and a maturity date of June

As of October 1, 2021, the note’s

principal balance was $ 493,000 ,

had a carrying value of $ 431,201 ,

and had accrued interest and penalties of $ 7,896 .

The note was secured by assets of Empire.

The Company made payments towards the principal and interest of the note of $ 14,500

from October 1 to November 30, 2021.

amortization of debt discount on the note of $ 61,799

from October 1 to November 30, 2021.

paid $ 460,453

to settle the note on November 30, 2021.

The Company realized a gain on the settlement of this note of $ 32,547

on November 30, 2021.

This note was fully satisfied

and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

note with an interest rate of 10.015 %

with a maturity date of June

As of October 1, 2021, the note’s

principal balance was $ 196,875 ,

had carrying value of $ 172,893 ,

and had accrued interest and penalties of $ 844 .

The note was secured by assets of Empire.

The Company made payments towards the principal and interest of the note of $ 5,625

from October 1 to November 30, 2021.

amortization of debt discount on the note of $ 23,982

from October 1 to November 30, 2021.

paid $ 186,087

to settle the note on November 30, 2021.

The Company realized a gain on the settlement of this note of $ 10,788

on November 30, 2021.

This note was fully satisfied

and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

note with an interest rate of 10.015 %

and a maturity date of August

As of October 1, 2021, the note’s

principal balance was $ 257,400 ,

had a carrying value of $ 223,036 ,

and had accrued interest and penalties of $ 358 .

The note was secured by assets of Empire.

The Company made payments towards the principal and interest of the note of $ 7,150

from October 1 to November 30, 2021.

amortization of debt discount on the note of $ 34,364

from October 1 to November 30, 2021.

paid $ 239,608

to settle the note on November 30, 2021.

The Company realized a gain on the settlement of this note of $ 17,792

on November 30, 2021.

This note was fully satisfied

and retired as of December 31, 2021.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

note with an interest rate of 10.015 %

and a maturity date of September

As of October 1, 2021, the note had

a principal balance of $ 154,980 ,

carrying value of $ 135,420 ,

and accrued interest and penalties of $ 215 .

The note was secured by assets of Empire.

There was amortization of debt discount on the note of $ 19,560

from October 1 to November 30, 2021.

paid $ 135,523

to settle the note on November 30, 2021.

The Company realized a gain on the settlement of this note of $ 19,457

on November 30, 2021.

This note was fully satisfied

and retired as of December 31, 2021.

September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $ 459,250.88 judgement

entered against the Company (See Note 9).

Under the terms of the Resolution Agreement, which the Company has classified as

a non-convertible note, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000

monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023.

The Company has made the October

2021 to March 2022 monthly payments .

During the year ended December 31, 2021, the Company made $ 70,000 in payments towards the Resolution

As of December 31, 2021, the Resolution Agreement had a balance of $ 192,187 , net an unamortized debt discount of $ 12,013 .

following table details the current and long-term principal due under non-convertible notes as of December 31, 2021.

OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE

Principal (Current)

Principal (Long Term)

Non-Convertible Note (subsequently settled)

Non-Convertible Note

Sheppard Mullin Resolution Agreement

Total Principal of Non-Convertible Notes

7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

of December 31, 2021 and 2020, the Company owed accounts payable and accrued expenses of $ 2,773,894 and $ 4,948,890 , respectively.

are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts Payable

Accrued Interest

Accrued Expenses

Total Accounts Payable and Accrued Expenses

8 – ACCRUED PAYROLL AND RELATED EXPENSES

Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including

payroll for 2018, 2019, 2020, and 2021.

As of December 31, 2021 and 2020, the Company owed payroll tax liabilities, including penalties,

of $ 4,001,470 and $ 3,864,055 , respectively, to federal and state taxing authorities.

The actual liability may be higher or lower due

to interest or penalties assessed by federal and state taxing authorities.

9 – COMMITMENTS AND CONTINGENCES

time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.

is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the

aggregate, a material adverse effect on our business, financial condition or operating results.

Mullin’s Demand for Arbitration

December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities

counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an

engagement agreement dated January 4, 2018, and a failure of the Company to pay $ 487,390.73 of outstanding legal fees to Sheppard

Sheppard Mullin was awarded $ 459,251 in unpaid legal fees, disbursements and interest on June 25, 2021.

A judgement confirming

the arbitration award was entered on September 8, 2021 in the Federal District Court located in Denver, Colorado.

September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $ 459,250 .88 judgement

entered against the Company.

Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial payment

by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment

due in February 2023.

The Company has made the October 2021 to March 2022 monthly payments.

DEQ Consent Order

June 30, 2021, the Company entered into a Consent Order with the Virginia State Water Control Board.

Under the Consent Order, the Company

is required to pay a civil penalty of $ 90,000 , improve its internal control plans regarding recycled and waste materials, remediate certain

environmental concerns on the properties it leases, among other requirements.

The Company believes it is appropriate to recognize an

environmental remediation liability as a regulatory claim that was asserted in the Notices of Violations issued to the Company in November

2019, for which the June 2021 Consent Order rectifies.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred $ 71,017 in environmental remediation

liabilities, of which $ 15,017 was a fair estimate of the cost to remediate the properties it leases and a balance of $ 56,000 for the

civil penalty as of the acquisition date.

The Company paid $ 34,983 towards the remediation of the properties and $ 42,000 towards the

civil penalty from October 1, 2021 to December 31, 2021.

The Company had $ 22,207 in environmental remediation liabilities as of December

31, 2021, of which $ 14,000 is the remaining civil penalty and $ 8,207 is the estimated cost to remediate the properties in accordance

with the Consent Order.

The Company is committed to improving its processes and controls to ensure its operations have minimal environmental

impact with the goal of minimizing the number of comments and citations received by the Department of Environmental Quality going forward.

Investments’ Petition

28, 2020, Rother Investments, LLC (“Rother Investments”) filed a complaint in the District Court of 419th Judicial District,

Travis County, Texas against the Company, alleging the Company’s default under a certain promissory note (the “Rother Investments

Note”) in payment of the outstanding principal amount and interest under the Note, as described in the complaint.

Rother Investments

seeks to collect the amount of $ 124,750 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary

relief of over $100,000 but not more than $200,000 pursuant to Tex.

47(c)(3), court’s costs and attorney’s fees,

pre-judgment and post-judgment interest, and such other relief as the court deems appropriate.

On May 19, 2021, Rother Investments,

LLC received a default judgment against the Company in the amount of $ 144,950 .

On June 17, 2021, Greenwave filed a motion to set aside

default and motion for new trial asserting it was improperly served.

On July 20, 2021, the court granted the Company’s motion finding

and ordered a new trial of the matter.

On December 1, 2021, the Rother Investment Note and the complaint were settled for payment of

The complaint was dismissed on December 3, 2021.

Up Lending Group, Ltd.

in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2021, on October 11, 2019, Power Up Lending Group,

(“Power Up”) filed a complaint against the Company and Isaac Dietrich, a former officer and director of the Company,

in the Supreme Court of the State of New York, County of Nassau.

The complaint alleged, among other things, (i) the occurrence of events

of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company

including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii)

lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof.

30, 2021, the Company entered into a settlement agreement (the “Settlement”) with PowerUp by accepting an offer communicated

to the Company via electronic mail.

In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against

the Company and Isaac Dietrich, the Company’s former Chief Executive Officer and director, in the total amount of $ 350,551.10 entered

in the Office of the Clerk of the County of Nassau on February 23, 2021 (the “Judgement”), agreed to a settlement and filing

of a satisfaction of judgment in consideration of receipt of the sum of $ 150,000.00 (the “Settlement Amount”) on April

The Company accepted the aforementioned offer by remitting the Settlement Amount timely and in full.

Accordingly, a satisfaction

of Judgment was filed by PowerUp with the Office of the Clerk of the County of Nassau on May 3, 2020.

As previously

reported by the Company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021, on or

about January 25, 2021, Travis Trawick (“Trawick”) filed a complaint (“Trawick’s Lawsuit”) against the

Company and Isaac Dietrich, the Company’s former Chief Information Officer and director, in the Circuit Court for the City of Virginia

Beach, Virginia (the “Court”), asserting the Company’s failure to remit payments under the certain promissory note,

as subsequently amended and modified, and ancillary documents thereto (collectively, the “Note”), and Mr.

failure to fulfill its obligations, as the guarantor, under the Note.

2021, Trawick requested that the Clerk of the Court filed for entry an order to dismiss Trawick’s Lawsuit with prejudice.

30, 2021, the Company received an e-mail containing a demand (the “Demand”) for arbitration (the “Arbitration”)

at American Arbitration Association in Denver, Colorado, by Iroquois Master Fund Ltd.

(“Iroquois”) against the Company, Isaac

Dietrich, a former officer and director, and Danny Meeks, the Company’s director, and Empire Services, Inc.

Demand alleges breach of contract and various related state law claims against the defendants, and sought, inter alia , specific

performance of the subject warrant, damages in an amount not less than $ 12 million, equitable relief, and attorney’s fees for the

Company’s alleged failure to reserve more than 150 million shares of common stock that Iroquois is allegedly entitled to in connection

with the exercise of a certain warrant issued by the Company on July 21, 2017, and subsequently purchased by Iroquois from an unrelated

As a result of a legal action commenced by Isaac Dietrich, Danny Meeks, and Empire (See – “ Litigation ”

below), Iroquois informed the American Arbitration Association (the arbitral body overseeing the Arbitration) that it would (i) dismiss

the Counterclaim Defendants from the Arbitration without prejudice, (ii) assert its claims against Isaac Dietrich, Danny Meeks, and Empire

the in the action commended by them, and (iii) proceed with the Arbitration with respect to the Company only.

21, 2021, in response to the Demand, Isaac Dietrich, Danny Meeks, and Empire, filed a complaint (the “Complaint”) against

Iroquois in the United States District Court of the Southern District of New York alleging that the aforementioned plaintiffs were not

parties to the warrant the Demand based on, and as such, the Demand could not have brought against them.

Declaratory relief and injunctive

relief were sought in the Complaint.

On August 20, 2021, Iroquois submitted an answer with counterclaims stating that Iroquois informed

the American Arbitration Association (the arbitral body overseeing the Arbitration) that it would (i) dismiss the Counterclaim Defendants

from the Arbitration without prejudice, (ii) assert its claims against Isaac Dietrich, Danny Meeks, and Empire the in the action commended

by them, and (iii) proceed with the Arbitration with respect to the Company only.

In its answer, Iroquois made allegations substantially

similar to the claims made in the Arbitration, asserted defenses, and requested an award in not less than $ 12 million against Demand,

Isaac Dietrich, Danny Meeks, and Empire, an entry of an award of a constructive trust against them, and costs and expenses, including

its reasonable attorneys’ fees, incurred in prosecuting said action and the Arbitration.

30, 2021, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Iroquois;

Pursuant to the Settlement Agreement, in exchange for terminating any duties owed by the Company to Iroquois under

the Warrant, the Company agreed to pay, on its own behalf and on behalf of Dietrich, Meeks, and Empire, one million dollars ($ 1,000,000 )

and issue shares of the Series Z Convertible Preferred Stock, par value $ 0.001 per share (the “Series Z”), sufficient

in number such that if they are converted into the Company’s common stock, par value $ 0.001 per share (“Common Stock”)

by Iroquois, such shares of Common Stock will be equal in number to 9.99 % of the issued and outstanding shares of Common Stock at

the time of such conversion.

Accordingly, on September 30, 2021, 250 Series Z Preferred Shares were issued to the investor

(See Note 12).

The payment of $ 1,000,000 was made to Iroquois on October 5, 2021 due to an administrative delay.

10 – CONVERTIBLE NOTES PAYABLE

December 17, 2018, the Company issued a secured convertible promissory note in the principal amount of $ 2,225,000 (including an original

issuance discount of $ 225,000 ) that matured on December 17, 2019 and bears interest at a rate of 8 % per annum (which increased to 22 %

on July 16, 2019 upon the occurrence of an event of default).

The note is secured by the Security Agreement (as defined below).

The investor has the right to

convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion

price of $0.35 per share, subject to adjustment.

Commencing on June 17, 2019, the investor has the right to redeem all or any portion

provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar

provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000.

Payments on redemption amounts may be made in cash, by converting the redemption amount into shares of the Company’s common stock

at a conversion price of the lesser of:

has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the

Company at a conversion price of $105.00 per share, subject to adjustment.

Commencing on June 17, 2019, the investor has the right to

redeem all or any portion of the note;

provided, however, the investor may not request redemption in an amount that exceeds $350,000

during any single calendar month;

provided, further however, upon the occurrence of an event of default, the redemption amount in any

calendar month may exceed $350,000.

Payments on redemption amounts may be made in cash, by converting the redemption amount into shares

of the Company’s common stock at a conversion price of the lesser of:

(a) $105.00 per share, subject to adjustment;

and (b) the Market Price (as defined in the note),

or a combination thereof.

Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding

Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note).

The Company is prohibited

from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates,

would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving

effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by

the investor up to, but not exceeding, 9.99%.

In connection with the

December 2018 note, the Company also entered into a security agreement (the “Security Agreement”) on the closing date pursuant

to which the Company granted the investor a security interest in the Collateral (as defined in the Security Agreement).

2019, the Company received a notice from the noteholder indicating that events of default had occurred and asserting default penalties

Market Price (as defined in the note), or a combination thereof.

Upon the occurrence of an event of default, the investor may accelerate

the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as

defined in the note).

The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion,

the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common

stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial

ownership limitation may be increased by the investor up to, but not exceeding, 9.99% .

connection with the December 2018 note, the Company also entered into a security agreement (the “Security Agreement”) on

the closing date pursuant to which the Company granted the investor a security interest in the Collateral (as defined in the Security

On July 16, 2019, the Company received a notice from the noteholder indicating that events of default had occurred and

asserting default penalties of $ 761,330 .

During the year ended December 31, 2019, the noteholder converted $ 345,000 of principal into

an aggregate of 178,408 shares of common stock.

During the year ended December 31, 2020, (i) the noteholder converted $ 37,000 of principal

into an aggregate of 103,699 shares of common stock;

and (ii) $ 1,049,329 of accrued interest was reclassified to the principal balance

of this note.

During the year ended December 31, 2021, the noteholder converted $ 13,345 of principal into an aggregate of 14,828 shares

of common stock.

During the year ended December 31, 2020, (i) the noteholder converted $37,000 of principal into an aggregate of 31,109,551

shares of common stock;

and (ii) $1,049,329 of accrued interest was reclassified to the principal balance of this note.

As of December

31, 2020 and 2019, the remaining carrying value of the note was $2,892,330 and $1,880,000, respectively, net of debt discount of $0.

of December 31, 2020 and 2019, accrued interest payable of $1,073,809 and $1,327,110, respectively, was outstanding on the note.

of common stock, having a fair value of $ 133,002 , resulting in a reduction of the derivative liability by $ 118,778 and a loss

on conversion of $ 880 .

On November 30, 2021, the Company paid $ 2,367,000 to settle the note, including (i) $ 2,878,985 in principal, (ii)

$ 1,686,953 in accrued interest, and (iii) derivative liabilities of $ 5,087,057 , resulting in a gain on settlement of $ 7,285,995 .

December 31, 2021 and 2020, the remaining carrying value of the note was $ 0 and $ 2,892,330 , respectively, net of unamortized debt discount

of $ 0 and $ 0 , respectively.

As of December 31, 2021 and 2020, accrued interest payable of $ 0 and $ 1,073,809 , respectively, was outstanding

January 25, 2019, the Company issued a convertible promissory note in the principal amount of $ 55,000 (including original issuance discount

3 unchanged sentences

share, subject to adjustment.

Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s

common stock at a conversion price of the lesser of:

5 unchanged sentences

The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together

with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately

after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be

increased by the investor up to, but not exceeding, 9.99%.

As of December 31, 2020 and 2019, the remaining carrying value of the notes

was $55,000 and $50,000, net of debt discount of $0 and $5,000, respectively.

As of December 31, 2020 and 2019, accrued interest payable

of $92,600 and $40,219, respectively, was outstanding on the note.

During the quarter ended December 31, 2020, this note was included

in convertible notes payable on the consolidated balance sheet whereas it had been previously included in non-convertible notes payable.

The accompanying balance sheet for December 31, 2019 has been adjusted to reflect the reclassification of this note.

with its affiliates, would beneficially own more than 4.99 % of the number of shares of the Company’s common stock outstanding immediately

after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may

be increased by the investor up to, but not exceeding, 9.99 %.

On May 19, 2021, the investor received a default judgment against the Company

in the amount of $ 144,950 .

In accordance with the judgment, commencing May 19, 2021, the Company began accruing interest at the rate

of 18 % per annum.

On June 17, 2021, the Company filed a motion to set aside default and motion for new trial asserting it was improperly

On July 20, 2021, the court granted the Company’s motion finding and ordered a new trial of the matter.

December 1, 2021, the Company paid $ 100,000 to settle the note and litigation, including (i) principal in the amount of $ 148,685 , (ii)

accrued interest of $ 32,415 , and (iii) derivative liabilities of $ 190,132 , resulting in a gain on settlement of $ 271,232 .

As of December

31, 2021 and 2020, the remaining carrying value of the notes was $ 0 and $ 55,000 , net of unamortized debt discount of $ 0 and $ 0 , respectively.

As of December 31, 2021 and 2020, accrued interest payable of $ 0 and $ 92,600 , respectively, was outstanding on the note.

During the quarter

ended December 31, 2020, this note was included in convertible notes payable on the consolidated balance sheet whereas it had been previously

included in non-convertible notes payable.

January to June 2019, the Company issued convertible promissory notes in the aggregate principal amount of $ 389,000 (including aggregate

4 unchanged sentences

Upon maturity,

payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price

of the lesser of:

5 unchanged sentences

a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially

own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance

of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but

not exceeding, 9.99%.

In January 2020, one of the promissory notes was amended whereby the conversion price for $9,202 which is a portion

of the principal amount of the note was amended to $0.0004 per share.

The amendment was deemed a debt modification and accounted

for accordingly.

During the year ended December 31, 2019, the noteholders converted $31,180 of principal and $8,000 of accrued interest

into an aggregate of 10,000,000 shares of common stock.

own more than 4.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance

of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to,

but not exceeding, 9.99 %.

In January 2020, one of the promissory notes was amended whereby the conversion price for $ 9,202 which is a

portion of the principal amount of the note was amended to $ 0.12 per share.

The amendment was deemed a debt modification

and accounted for accordingly.

During the year ended December 31, 2019, the noteholders converted $ 31,180 of principal and $ 8,000 of

accrued interest into an aggregate of 33,334 shares of common stock.

During the year ended December 31, 2020, one of the holders converted

1 unchanged sentence

and one of the holders converted $ 168,820 of principal and

of accrued interest into 26.54237 shares of Series Y preferred shares having a stated value of $530,847, resulting in a reduction of the

derivative liability by $719,416 and a gain on settlement of $719,416.

As of December 31, 2020 and 2019, the remaining carrying value

of the notes was $164,174 and $247,746, net of debt discount of $0 and $110,074, respectively.

As of December 31, 2020 and 2019, accrued

interest payable of $1,191,998 and $456,900, respectively, was outstanding on the notes.

$ 362,027 of accrued interest into 26.54237 shares of Series Y preferred shares having a stated value of $ 530,847 , resulting in a reduction

of the derivative liability by $ 719,416 and a gain on settlement of $ 719,416 .

During the year ended December 31, 2021, one of the holders

converted $ 33,000 of principal and $ 1,185,200 of accrued interest into 60.91 shares of Series Y preferred shares

having a stated value of $ 1,218,200 , resulting in a reduction of the derivative liability by $ 936,405 and a gain on settlement of

As of December 31, 2021 and 2020, the remaining carrying value of the notes was $ 0 and $ 164,174 , net of unamortized debt

discount of $ 0 and $ 0 , respectively.

As of December 31, 2021 and 2020, accrued interest payable of $ 0 and $ 1,191,998 , respectively, was

outstanding on the notes.

November 13, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $ 108,900 , having an aggregate

5 unchanged sentences

In the event of default,

the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the

20 days prior to the conversion date.

1 unchanged sentence

of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the

Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of

the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000,

but not exceeding, 9.99%.

During the year ended December 31, 2020, two of the holders converted $72,600 of principal and $112,671 of accrued

interest into 9.26353 shares of Series Y preferred shares having a stated value of $185,271, resulting in a reduction of the derivative

liability by $301,257 and a gain on settlement of $301,257.

As of December 31, 2020 and 2019, the remaining carrying value of the notes

was $36,300 and $14,871, net of debt discount of $0 and $94,029, respectively.

As of December 31, 2020 and 2019, accrued interest payable

of $57,231 and $48,789, respectively, was outstanding on the notes.

December 6, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $110,000, having an aggregate original

issuance discount of $10,000, resulting in cash proceeds of $100,000.

The notes matured on June 6, 2020 and accrue interest at a

rate of 12% per annum.

The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at

any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment.

In the event of default,

the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the

20 days prior to the conversion date.

The Company is prohibited from effecting a conversion of any note to the extent that, as a result

of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the

Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of

the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000,

During the year ended December 31, 2020, two of the holders converted $ 72,600 of principal and $ 112,671 of

accrued interest into 9.26353 shares of Series Y preferred shares having a stated value of $ 185,271 , resulting in a reduction of the

derivative liability by $ 301,257 and a gain on settlement of $ 301,257 .

On November 30, 2021, the Company paid $ 133,000 to redeem 4 shares

of Series X preferred stock for $ 133,000 and settle the remaining note in the principal amount of $ 36,300 , with accrued interest of $ 94,617 ,

and a derivative liability of $ 145,859 , resulting in a gain on debt settlement of $ 240,025 and a reduction in additional paid in capital

of $ 96,250 .

As of December 31, 2021 and 2020, the remaining carrying value of the notes was $ 0 and $ 36,300 , net of unamortized debt discount

of $ 0 and $ 0 , respectively.

As of December 31, 2021 and 2020, accrued interest payable of $ 0 and $ 57,231 , respectively, was outstanding

on the notes.

December 6, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $ 110,000 , having an aggregate

original issuance discount of $ 10,000 , resulting in cash proceeds of $ 100,000 .

The notes matured on June 6, 2020 and accrue interest

at a rate of 12 % per annum.

The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes

at any time into shares of common stock of the Company at a conversion price of $ 3.00 per share, subject to adjustment.

of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock

during the 20 days prior to the conversion date.

The Company is prohibited from effecting a conversion of any note to the extent that,

as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares

of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion

of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below

$2,500,000, but not exceeding, 9.99% .

During the year ended December 31, 2020, the holders converted $110,000 of principal and $123,451 of accrued

interest into 11.67255 shares of Series Y preferred shares having a stated value of $233,451, resulting in a reduction of the derivative

liability by $379,600 and a gain on settlement of $379,600.

As of December 31, 2020 and 2019, the remaining carrying value of the notes

was $0 and $15,027, net of debt discount of $0 and $94,973, respectively.

As of December 31, 2020 and 2019, accrued interest payable of

$0 and $38,904, respectively, was outstanding on the notes.

December 2019, the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”)

During the year ended December 31, 2020, the holders converted $ 110,000 of principal and $ 123,451

of accrued interest into 11.67255 shares of Series Y preferred shares having a stated value of $ 233,451 , resulting in a reduction of

the derivative liability by $ 379,600 and a gain on settlement of $ 379,600 .

As of December 31, 2021 and 2020, the remaining carrying value

of the notes was $ 0 and $ 0 , net of unamortized debt discount of $ 0 and $ 0 , respectively.

As of December 31, 2021 and 2020, accrued interest

payable of $ 0 and $ 0 , respectively, was outstanding on the notes.

December 2019, the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”)

entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange

9 unchanged sentences

issuance date, in the event the Company issues or sells any additional common shares or common stock equivalents at a price less than

the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall

be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis.

The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together

with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately

after giving effect to the issuance of shares of common stock upon conversion of the note.

the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes

shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet

The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor,

together with its affiliates, would beneficially own more than 9.99 % of the number of shares of the Company’s common stock outstanding

immediately after giving effect to the issuance of shares of common stock upon conversion of the note.

During the year ended December

the noteholders converted $185,500 of principal and $300 of accrued interest into an aggregate of 30,669,903 shares of common stock and

37,160,000 shares of common stock to be issued.

During the year ended December 31, 2020, the noteholders converted $31,137 of principal

and $128 of accrued interest into an aggregate of 6,253,056 shares of common stock;

and the noteholders converted $4,793,113 of principal

and $2,564,325 of accrued interest into 367.8719 shares of Series Y preferred shares having a stated value of $7,357,438, resulting in

a reduction of the derivative liability by $89,648,951 and a gain on settlement of $89,648,951.

As of December 31, 2020 and 2019, the

remaining carrying value of the notes was $38,500 and $4,781,395, net of debt discount of $0 and $81,355, respectively.

As of December

31, 2020 and 2019, accrued interest payable of $54,473 and $1,583,795, respectively, was outstanding on the notes.

31, 2019, the noteholders converted $ 185,500 of principal and $ 300 of accrued interest into an aggregate of 102,234 shares of common

stock and 123,867 shares of common stock to be issued.

During the year ended December 31, 2020, the noteholders converted $ 31,137 of

principal and $ 128 of accrued interest into an aggregate of 20,844 shares of common stock;

and the noteholders converted $ 4,793,113 of

principal and $ 2,564,325 of accrued interest into 367.8719 shares of Series Y preferred shares having a stated value of $ 7,357,438 , resulting

in a reduction of the derivative liability by $ 89,648,951 and a gain on settlement of $ 89,648,951 .

During the year ended December

31, 2021, a noteholder converted $ 38,500 of principal and $ 55,261 of accrued interest into 3.72667 shares of Series Y preferred shares

having a stated value of $ 74,533 , resulting in a reduction of the derivative liability by $ 3,880,958 and a gain on settlement of $ 3,900,186 .

of December 31, 2021 and 2020, the remaining carrying value of the notes was $ 0 and $ 38,500 , net of unamortized debt discount of $ 0 and

$ 0 , respectively.

As of December 31, 2021 and 2020, accrued interest payable of $ 0 and $ 54,473 , respectively, was outstanding on the

January to September 2020, the Company issued convertible promissory notes in the aggregate principal amount of $ 700,700 , having an aggregate

2 unchanged sentences

accrue interest at a rate of 12 % per annum.

During the first 180 days the notes are outstanding, the Company shall have the right to prepay

the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as

defined in the notes) being prepaid.

The investors have the right to convert the Outstanding Balance of the notes at any time into shares

of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment.

During the first 180 days the notes are outstanding, the Company shall have the right to

prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance

(as defined in the notes) being prepaid .

The investors have the right to convert the Outstanding Balance of the notes at any time into

shares of common stock of the Company at a conversion price of $ 3.00 per share, subject to adjustment.

In the event of default, the conversion

price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior

price shall be 60 % of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior

to the conversion date.

3 unchanged sentences

a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially

own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance

own more than 4.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance

of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization

(as defined in the notes) falls below $ 2,500,000 , but not exceeding, 9.99 %.

During the year ended December 31, 2020, the noteholders converted

$700,700 of principal and $462,763 of accrued interest into 58.17315 shares of Series Y preferred shares having a stated value of $1,163,463,

resulting in a reduction of the derivative liability by $1,885,194, a reduction in debt discount by $72,637 and a gain on settlement of

As of December 31, 2020, the remaining carrying value of the notes was $0, net of debt discount of $0.

As of December 31,

2020, accrued interest payable of $13,844 was outstanding on the notes.

December 15, 2020, $79,143 of accrued compensation owed to the Company’s Chief Financial Officer was settled by the issuance of

During the year ended December 31, 2020, the noteholders

converted $ 700,700 of principal and $ 462,763 of accrued interest into 58.17315 shares of Series Y preferred shares having a stated value

of $ 1,163,463 , resulting in a reduction of the derivative liability by $ 1,885,194 , a reduction in unamortized debt discount by $ 72,637

and a gain on settlement of $ 1,812,557 .

As of December 31, 2021 and 2020, the remaining carrying value of the notes was $ 0 and $ 0 , net

of unamortized debt discount of $ 0 and $ 0 , respectively.

As of December 31, 2021 and 2020, accrued interest payable of $ 0 and $ 13,844

was outstanding on the notes, respectively.

December 15, 2020, $ 79,143 of accrued compensation owed to the Company’s Chief Financial Officer was settled by the issuance of

a convertible note in the amount of $ 64,143 , having a maturity date of June 15, 2021 and bearing interest of 12 % per annum, resulting

2 unchanged sentences

note) of the note at any time into shares of common stock of the Company at a conversion price of $ 27.00 per share, subject to adjustment.

In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s

In the event of default, the conversion price shall be 60 % of the average of the three lowest closing bid prices of the Company’s

common stock during the 20 days prior to the conversion date.

As a result of the beneficial conversion feature of the note, debt discount

of $64,143 was recognized with a corresponding increase in additional paid-in capital.

On December 24, 2020, the holder converted $64,143

of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143, resulting in a reduction in debt discount

by $60,971 and a loss on settlement of $60,971.

As of December 31, 2020, the remaining carrying value of the note was $0, net of debt

discount of $0.

As of December 31, 2020, accrued interest payable of $0 was outstanding on the note (See Note 18).

As of December 31, 2020

and 2019, the remaining carrying value of the convertible notes was $3,186,303 and $6,989,039, net of debt discount of $0 and $380,431,

As a result of the beneficial conversion feature of the note, unamortized

debt discount of $ 64,143

was recognized with a corresponding increase

in additional paid-in capital.

On December 24, 2020, the holder converted $ 64,143 of principal into 3.20716 shares of Series Y preferred

shares having a stated value of $ 64,143 , resulting in a reduction in unamortized debt discount by $ 60,971 and a loss on settlement of

As of December 31, 2021 and 2020, the remaining carrying value of the note was $ 0

net of unamortized debt discount of $ 0

respectively.

As of December 31, 2020 and 2019, accrued interest payable of $2,483,955 and $3,495,717, respectively, was outstanding on

Upon the issuance of certain convertible notes,

the Company determined that the features associated with the embedded conversion option embedded in the notes, should be accounted for

at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle

all potential future conversion transactions.

The Company does not have enough authorized and

unissued common shares to convert all of the convertible promissory notes into common shares.

As a result of this authorized shares shortfall,

all of the convertible notes payable, including those where the maturity date has not yet been reached, are in default.

Accordingly, (i)

interest has been accrued at the default interest rate, if applicable, and (ii) the embedded conversion option has been accounted for,

at fair value, as a derivative liability (See Note 13).

NOTE 13 –

LIABILITIES AND FAIR VALUE MEASUREMENTS

Upon the issuance of certain convertible debentures,

warrants, and preferred stock, the Company determined that the features associated with the embedded conversion option embedded in the

debentures, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of

shares would be available to settle all potential future conversion transactions.

During the year ended December 31, 2019, upon

issuance, the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following

(1) dividend yield of 0%, (2) expected volatility of 110.59% to 119.18%, (3) risk-free interest rate of 1.48% to 2.33%, and

(4) expected life of 0.01 to 3.0 years.

On December 31, 2019, the Company estimated

the fair value of the embedded derivatives of $20,236,870 using the Black-Scholes Pricing Model based on the following assumptions:

dividend yield of 0%, (2) expected volatility of 119.18%, (3) risk-free interest rate of 1.48% to 1.62%, and (4) expected life of 0.01

to 3.09 years.

year ended December 31, 2020, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately

As of December 31, 2021 and 2020, accrued interest payable of $ 0

was outstanding on the note, respectively (See

November 29, 2021, the Company entered into a securities purchase agreement with certain institutional investors as purchasers.

to the securities purchase agreement, the Company sold, and the Investors purchased, approximately $ 37,714,966 , which consisted of approximately

$ 27,585,450 in cash and $ 4,762,838 of existing debt of the Company which was exchanged for the notes and warrants issued in this offering

principal amount of senior secured convertible notes and 2,514,331 warrants valued at $ 36,516,852 .

The senior notes were issued with

an original issue discount of 6 %, bear interest at the rate of 6 % per annum, and mature after 6 months , on May 30, 2022 .

The senior notes

are convertible into shares of the Company’s common stock, par value $ 0.001 per shares at a conversion price per share of $ 15.00 ,

subject to adjustment under certain circumstances described in the senior notes.

To secure its obligations thereunder and under the securities

purchase agreement, the Company has granted a security interest over substantially all of its assets to the collateral agent for the

benefit of the Investors, pursuant to a pledge and security agreement.

Upon the listing of the common stock on a national exchange and

certain other conditions being met, the senior notes issued in this offering will automatically convert into Common Stock at the conversion

price set forth in the senior notes.

The Company paid $ 2,200,000 and a warrant to purchase 200,000 shares of common stock valued at $ 2,904,697

as commission for the offering.

maturity date of the senior notes may be extended by the Company prior to the initial maturity date to November 30, 2022 if no equity

conditions failure is occurring.

The maturity date of the senior notes also may be extended by the holders under other circumstances

specified therein.

If the Company is unable to extend the senior notes or elects not to do so, the Company will be required to repay

the Senior Notes through equity issuances, additional borrowings, cash flows from operations and/or other sources of liquidity.

are exercisable for five ( 5 ) years to purchase an aggregate of 2,514,331 shares of Common Stock at an exercise price of $ 19.50 , subject

to adjustment under certain circumstances described in the warrants.

the issuance of certain convertible notes, the Company determined that the features associated with the embedded conversion option embedded

in the notes, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number

of shares would be available to settle all potential future conversion transactions.

Company does not have enough authorized and unissued common shares to convert all of the convertible promissory notes into common shares.

As a result of this authorized shares shortfall, all of the convertible notes payable, including those where the maturity date has not

yet been reached, are in default.

Accordingly, (i) interest has been accrued at the default interest rate, if applicable, and (ii) the

embedded conversion option has been accounted for, at fair value, as a derivative liability (See Note 10).

maturity dates of the convertible notes outstanding at December 31, 2021 are:

OF MATURITY DATES OF CONVERTIBLE NOTES

Maturity Date

May 30, 2022 (may be extended by the Company to November 30, 2022)

Total Principal Outstanding

of December 31, 2021 and 2020, the remaining carrying value of the convertible notes was $ 6,459,469 and $ 3,186,303 , net of unamortized

debt discount of $ 31,225,497 and $ 0 , respectively.

As of December 31, 2021 and 2020, accrued interest payable of $ 192,191 and $ 2,483,955 ,

respectively, was outstanding on the notes.

11 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

the issuance of certain convertible debentures, warrants, and preferred stock, the Company determined that the features associated with

the embedded conversion option embedded in the debentures, should be accounted for at fair value, as a derivative liability, as the Company

cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions.

the year ended December 31, 2020, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately

prior to conversion of the underlying instrument), the Company estimated the fair value of the embedded derivatives using the Black-Scholes

2 unchanged sentences

interest rate of 0.06 % to 1.56 %, and (4) expected life of 0.06 to 2.11 years.

On December 31, 2020, the Company estimated

the fair value of the embedded derivatives of $25,475,514 using the Black-Scholes Pricing Model based on the following assumptions:

dividend yield of 0%, (2) expected volatility of 132.11%, (3) risk-free interest rate of 0.08% to 0.13%, and (4) expected life of 0.04

to 2.08 years.

The Company adopted the provisions

of ASC 825-10.

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets

and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in

which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent

risk, transfer restrictions, and risk of non-performance.

ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize

the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 825-10 establishes three levels

of inputs that may be used to measure fair value:

● Level 1 –

Quoted prices

in active markets for identical assets or liabilities.

● Level 2 –

Observable inputs

other than Level 1 prices such as quoted prices for similar assets or liabilities;

quoted prices in markets with insufficient volume

or infrequent transactions (less active markets);

or model-derived valuations in which all significant inputs are observable or can be

derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

● Level 3 –

Unobservable inputs

to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

All items required to be

recorded or measured on a recurring basis are based upon Level 3 inputs.

To the extent that valuation

is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

In such cases, for

disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based

on the lowest level input that is significant to the fair value measurement.

The Company recognizes its

derivative liabilities as Level 3 and values its derivatives using the methods discussed below.

While the Company believes that its valuation

methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions

to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market

price of the underlying common stock of the Company.

As of December 31, 2020,

the Company did not have any derivative instruments that were designated as hedges.

Items recorded or measured

at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December

31, 2020 and 2019:

December 31, 2020, the Company estimated the fair value of the embedded derivatives of $ 25,475,514 using the Black-Scholes Pricing

Model based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 132.11 %, (3) risk-free interest rate of

0.08 % to 0.13 %, and (4) expected life of 0.04 to 2.08 years.

the year ended December 31, 2021, upon issuance of convertible debt and warrants, the Company estimated the fair value of the embedded

derivatives using the Black-Scholes Pricing Model based on the following assumptions:

(1) dividend yield of 0 %,

(2) expected volatility of 110.59 %

(3) risk-free interest rate of 0.07 %

and (4) expected life of 0.50

December 31, 2021, the Company estimated the fair value of the embedded derivatives of $ 44,024,242

using the Black-Scholes Pricing Model based on

the following assumptions:

(1) dividend yield of 0 %,

(2) expected volatility of 136.12 %,

(3) risk-free interest rate of 0.19 %

and (4) expected life of 0.41

Company adopted the provisions of ASC 825-10.

ASC 825-10 defines fair value as the price that would be received from selling an asset

or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair

value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal

or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the

asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

ASC 825-10 establishes a fair value hierarchy

that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

1 – Quoted prices in active markets for identical assets or liabilities.

2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;

quoted prices in markets

with insufficient volume or infrequent transactions (less active markets);

or model-derived valuations in which all significant inputs

are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the

assets or liabilities.

3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

items required to be recorded or measured on a recurring basis are based upon Level 3 inputs.

the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair

value requires more judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value

In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed

and is determined based on the lowest level input that is significant to the fair value measurement.

Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below.

While the Company

believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different

methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair

value at the reporting date.

The primary assumptions that would significantly affect the fair values using the methods discussed are

that of volatility and market price of the underlying common stock of the Company.

of December 31, 2021, the Company did not have any derivative instruments that were designated as hedges.

recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following

items as of December 31, 2021 and 2020:

OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS

Quoted Prices

2 unchanged sentences

Quoted Prices

Identical Assets

Markets for Identical Assets

Derivative liability

The following table provides

a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended December 31, 2020:

following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended

December 31, 2021:

OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES

Balance, December 31, 2019

1 unchanged sentence

Transfers out due to conversions of convertible notes and accrued interest into common shares

Transfers out due to exchanges of convertible notes, accrued interest and warrants into Series Y Preferred

( 165,826,982 )

Derivative liability due to authorized shares shortfall

3 unchanged sentences

Transfers out due to conversions of convertible notes and accrued interest into common shares

Transfers out due to conversions of convertible notes, accrued interest and warrants into Series Y preferred shares

Transfers out due to exchanges of convertible notes, accrued interest and warrants into Series Y preferred

( 4,834,911 )

Transfers out due to cash payments made pursuant to settlement agreements

( 180,988,150 )

Derivative liability due to authorized shares shortfall

1 unchanged sentence

Balance, December 31, 2021

$ 25,4754,514

Loss on change in derivative liabilities for the year ended December 31, 2020

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting

As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument

generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet.

Decreases in the

conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each

reporting period.

As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument

(especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance

Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of

the Company’s derivative instruments.

The simulated fair value of these liabilities is sensitive to changes in the Company’s

Gain on change in derivative liabilities for the year ended December 31, 2021

in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period.

the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally

increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet.

Decreases in the conversion

price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting

As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially

those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet.

Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the

Company’s derivative instruments.

The simulated fair value of these liabilities is sensitive to changes in the Company’s

expected volatility.

2 unchanged sentences

inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.

NOTE 14 –

STOCKHOLDERS’

Preferred Stock

The Company is authorized

to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share.

On July 2, 2019, the Company authorized the issuance

of 6,000 Series A preferred stock, par value $0.001 per share.

The Series A preferred stock have a $1,250 stated value and are convertible

into shares of common stock at $0.05 per share, subject to certain adjustments.

The Certificate of Designation for the Series A preferred

stock was filed on July 9, 2019.

On July 2, 2019 and July 11, 2019, the Company

entered into exchange agreements with certain stockholders pursuant to which it exchanged warrants issued in July 2018 to purchase an

aggregate of 26,000,000 shares of the Company’s common stock for an aggregate of 6,000 shares of Series A Preferred Stock.

the fair value of the Series A Preferred Stock of $5,882,340 was recognized, offset by preferred stock issuance costs of $5,585,594, net

of a decrease in additional paid in capital of $296,746 for the fair value of the canceled warrants.

From July 5, 2019 to September 19, 2019, the Company

issued an aggregate of 80,000,000 shares of common stock and 903,823,564 shares of common stock to be issued upon the conversion of 3,200

shares of Series A Preferred Stock.

Accordingly, Series A Preferred Stock was decreased by $3,137,248, common stock was increased

by the par value of the common shares issued of $80,000, common stock to be issued was increased by the par value of the common shares

to be issued $903,824, and additional paid in capital was increased by $2,153,424.

On December 3, 2019, the Company retired the remaining

2,800 shares of Series A Preferred Stock in exchange for the issuance of convertible notes (the “Exchange”) in the aggregate

principal amount of $3,500,000.

Accordingly, Series A Preferred Stock was decreased by $2,745,086, additional paid in capital was

decreased by $754,914 (stemming from recognition of a deemed dividend recognized immediately prior to the Exchange), and convertible notes

payable was increased by $3,500,000.

In addition, the derivative liabilities on the Series A Preferred Stock (stemming from the inability

to convert caused by the authorized shares shortfall) of $2,012,420 was eliminated with a corresponding decrease in derivative liability

for authorized shares shortfall expense.

Lastly, derivative liabilities on the newly issued convertible notes (stemming from the inability

to convert caused by the authorized shares shortfall) of $54,364 was recognized as an increase in derivative liabilities and a corresponding

increase in debt discount on the convertible notes payable.

As of December 31, 2020 and 2019, there were 0 shares of Series A Preferred

12 – STOCKHOLDERS’ EQUITY

Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $ 0.001 per share.

July 2, 2019, the Company authorized the issuance of 6,000 Series A preferred stock, par value $ 0.001 per share.

The Series A preferred

stock have a $ 1,250 stated value and are convertible into shares of common stock at $ 15.00 per share, subject to certain adjustments.

The Certificate of Designation for the Series A preferred stock was filed on July 9, 2019.

of December 31, 2021 and 2020, there were 0 shares of Series A Preferred Stock outstanding.

Certificate of Elimination of the Series A convertible preferred stock was filed on December 6, 2021.

June 24, 2019, the Company authorized the issuance of 2,000 shares of Series B Preferred Stock, par value $ 0.001 per share.

B Preferred Stock have a $ 1,250 stated value and are convertible into shares of common stock at $ 15.00 per share, subjected to certain

The Certificate of Designation for the Series B Preferred Stock was filed on July 9, 2019.

of December 31, 2021 and 2020, there were 0 shares of Series B Preferred Stock outstanding.

Certificate of Elimination of the Series B convertible preferred stock was filed on December 6, 2021.

July 16, 2019, the Company authorized the issuance of 1,000

Series C Preferred Stock, par value $ 0.001

Series C preferred shares are convertible into

shares of common stock upon the Company listing

on a national exchange and other conditions.

The Certificate of Designation for the Series C Preferred Stock was filed on July 19, 2019.

of December 31, 2021 and 2020, there were 0 and 1,000 shares of Series C Preferred Stock outstanding, respectively.

December 16, 2021, the Company’s former Chief Executive Officer forfeited his 1,000 shares of Series C Preferred Stock for no consideration.

Certificate of Elimination of the Series C convertible preferred stock was filed on December 16, 2021.

November 23, 2020, the Company authorized the issuance of 100 shares of Series X Preferred Stock, par value $ 0.0001 per share.

X Preferred Stock has a $ 20,000 stated value and is convertible into shares of common stock at $ 0.60 per share, subjected to certain

In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than

the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued

The Certificate of Designation for the Series X Preferred Stock was filed on November 23, 2020.

November 25 to December 23, 2020, the Company issued an aggregate of 16.05 shares of Series X Preferred Stock for aggregate

proceeds of $ 321,000 .

Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price.

during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $ 454,200 upon issuance

of the Series X preferred shares with a $ 454,200 increase in Discount on preferred stock and a corresponding increase in additional paid-in

The preferred stock discount was amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the

Series X preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s

authorized shares.

Amortization of the preferred stock discount of $ 46,448 was recognized as a deemed dividend for the year ended December

As of December 31, 2020, unamortized debt discount on Series X Preferred Stock was $ 407,752 .

February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of

Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price.

during the year ended December 31, 2021, the Company recognized an aggregate beneficial conversion feature of $ 2,852,500 upon issuance

of the Series X preferred shares with a $ 2,852,500 increase in Discount on preferred stock and a corresponding increase in additional

paid-in capital.

The preferred stock discount was amortized over 120 days commencing November 25, 2020 (the date of the initial issuance

of the Series X preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the

Company’s authorized shares.

Amortization of the preferred stock discount of $ 3,260,252 was recognized as a deemed dividend

for the year ended December 31, 2021.

As of December 31, 2021, unamortized debt discount on Series X Preferred Stock was $ 0 .

November 30, 2021 26.05 shares of the Series X Preferred Stock were redeemed for $ 501,463 ,

resulting in a negative deemed dividend of $ 3,326,237 .

Certificate of Elimination of the Series X convertible preferred stock was filed on December 10, 2021.

of December 31, 2021 and 2020, there were 0

shares, respectively, of Series X Preferred

Stock outstanding.

On June 24, 2019, the Company

authorized the issuance of 2,000 shares of Series B Preferred Stock, par value $0.001 per share.

The Series B Preferred Stock have a $1,250

stated value and are convertible into shares of common stock at $0.05 per share, subjected to certain adjustments.

The Certificate of

Designation for the Series B Preferred Stock was filed on July 9, 2019.

From June 24 to November

16, 2019, the Company issued 1,126 shares of Series B Preferred Stock for proceeds of $1,407,500.

From December 3 through December

31, 2019, the Company retired the remaining 1,126 shares of Series B Preferred Stock in exchange for the issuance of convertible notes

(the “Exchange”) in the aggregate principal amount of $1,548,250.

Accordingly, Series B Preferred Stock was decreased

by the par value of the preferred shares of $1, additional paid in capital was decreased by $826,883 (for the remaining carrying value

of the preferred shares), additional paid in capital was decreased by $721,366 (stemming from recognition of a deemed dividend recognized

immediately prior to the Exchange), and convertible notes payable was increased by $1,548,250.

In addition, the derivative liabilities

on the Series B Preferred Stock (stemming from the inability to convert caused by the authorized shares shortfall) of $776,965 was eliminated

with a corresponding decrease in derivative liability for authorized shares shortfall expense.

Lastly, derivative liabilities on the newly

issued convertible notes (stemming from the inability to convert caused by the authorized shares shortfall) of $85,370 was recognized

as an increase in derivative liabilities and a corresponding increase in debt discount on the convertible notes payable.

As of December 31, 2020 and

2019, there were 0 shares of Series B Preferred Stock outstanding.

On July 16, 2019, the Company

authorized the issuance of 1,000 Series C Preferred Stock, par value $0.001 per share.

The 1,000 Series C preferred shares are convertible

into 1,000,000 shares of common stock upon the Company listing on a national exchange and other conditions.

The Certificate of Designation

for the Series C Preferred Stock was filed on July 19, 2019.

On October 21, 2019, the Company issued 1,000

Series C Preferred Shares with a value of $10,000 for services rendered.

As of December 31, 2020 and

2019, there were 1,000 shares of Series C Preferred Stock outstanding.

On November 23, 2020, the

Company authorized the issuance of 100 shares of Series X Preferred Stock, par value $0.0001 per share.

The Series X Preferred Stock has

a $20,000 stated value and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments.

the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the

Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold.

The Certificate

of Designation for the Series X Preferred Stock was filed on November 23, 2020.

From November 25 to December

23, 2020, the Company issued an aggregate of 16.05 shares of Series X Preferred Stock for aggregate proceeds of $321,000.

Upon each issuance

of Series X shares, the conversion price was less than the Company’s stock price.

Accordingly, during the year ended December 31,

2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares.

resulting amortization of the preferred stock discount of $46,448 is recognized as a deemed dividend in the accompanying statement of

The preferred stock discount is being amortized over 120 days, which is the maximum amount of time the Company has to conduct

a stockholder vote to increase the Company’s authorized shares.

As of December 31, 2020 and

2019, there were 16.05 and 0 shares, respectively, of Series X Preferred Stock outstanding.

On December 30, 2020, the

Company authorized the issuance of 1,000 shares of Series Y Preferred Stock, par value $0.001 per share.

The Series Y Preferred Stock

has a $20,000 stated value and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments.

event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price,

the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold.

The Certificate

of Designation for the Series Y Preferred Stock was filed on December 30, 2020.

From December 23 to December

30, 2020, the Company issued 654.781794 shares of Series Y Preferred Stock, having a stated value of $13,095,636, in exchange for convertible

notes payable of $5,775,767 (net of debt discount of $133,608), accrued interest of $3,625,237, and 14,765,624,721 warrants.

The exchanges

resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $92,934,419, a reduction of

derivative liabilities related to the warrants of $72,892,563, and a net gain on settlement of $162,132,350.

Included in the foregoing

amounts is 3.20716 shares of Series Y Preferred Stock, having a stated value of $64,143, issued to the Company’s Chief Financial

Officer, in exchange for convertible notes of $3,172 (net of debt discount of $60,971), resulting in a loss on settlement of $60,971.

Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price.

December 30, 2020, the Company authorized the issuance of 1,000 shares of Series Y Preferred Stock, par value $ 0.001 per share.

Y Preferred Stock has a $ 20,000 stated value and is convertible into shares of common stock at $ 0.60 per share, subjected to certain

In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than

the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued

The Certificate of Designation for the Series Y Preferred Stock was filed on December 30, 2020.

December 23 to December 30, 2020, the Company issued 654.781794 shares of Series Y Preferred Stock, having a stated value of

$ 13,095,636 , in exchange for convertible notes payable of $ 5,775,767 (net of debt discount of $ 133,608 ), accrued interest of $ 3,625,237 ,

and 14,765,624,721 warrants.

The exchanges resulted in a reduction of derivative liabilities related to the convertible notes

and accrued interest of $ 92,934,419 , a reduction of derivative liabilities related to the warrants of $ 72,892,563 , and a net gain on

settlement of $ 162,132,350 .

Included in the foregoing amounts is 3.20716 shares of Series Y Preferred Stock, having a stated

value of $ 64,143 , issued to the Company’s Chief Financial Officer, in exchange for convertible notes of $ 3,172 (net of debt

discount of $ 60,971 ), resulting in a loss on settlement of $ 60,971 .

Upon each issuance of Series Y shares, the conversion price was less

than the Company’s stock price.

Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial

conversion feature of $ 21,594,115 upon issuance of the Series Y preferred shares with a $ 21,594,115 increase in Discount on

preferred stock and a corresponding increase in additional paid-in capital.

The preferred stock discount was amortized over 120 days

commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum amount of time

the Company had to conduct a stockholder vote to increase the Company’s authorized shares.

Amortization of the preferred stock

discount of $ 1,028,091 was recognized as a deemed dividend for the year ended December 31, 2020.

As of December 31, 2020, unamortized

debt discount on Series Y Preferred Stock was $ 20,566,024 .

January 7 to March 23, 2021, the Company issued 4.82388 shares

of Series Y Preferred Stock, having a stated value of $ 96,478 ,

in exchange for convertible notes payable of $ 38,500 ,

accrued interest of $ 77,205 ,

and 437,500 warrants.

The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $ 2,502,223 ,

a reduction of derivative liabilities related to the warrants of $ 1,396,283 ,

and a net gain on settlement of $ 3,917,734 .

On May 1, the Company issued 60.91 shares

of Series Y Preferred Stock, having a stated value of $ 1,218,200 ,

in exchange for a convertible note payable of $ 33,000 and

accrued interest of $ 1,185,200 .

The exchange resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $ 936,405 ,

and a net gain on settlement of $ 936,405 .

Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price.

Accordingly, during the year

ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $21,594,115 upon issuance of the Series

Y preferred shares.

The resulting amortization of the preferred stock discount of $1,028,091 is recognized as a deemed dividend in the

accompanying statement of operations.

The preferred stock discount is being amortized over 120 days, which is the maximum amount of time

the Company has to conduct a stockholder vote to increase the Company’s authorized shares.

As of December 31, 2020,

there were 626.995464 shares of Series Y Preferred Stock outstanding and 27.786334 shares to be issued.

The Company is authorized to issue 500,000,000

shares of common stock, par value $0.001 per share.

During the year ended December 31, 2019, the Company

issued an aggregate of 80,000 shares of its common stock recorded as to be issued on December 31, 2018 for a cash warrant exercise.

During the year ended December 31, 2019, the Company

issued an aggregate of 1,591,240 shares of its common stock as interest expense with a value of $36,830.

During the year ended December 31, 2019, the Company

issued 5,553,191 shares of its common stock to satisfy a true-up provision with a value of $22,213.

During the year ended December 31, 2019, the Company

issued an aggregate of 2,950,000 shares of its common stock and recorded an additional 2,550,000 shares as to be issued, having an aggregate

fair value of $208,700, for services rendered.

During the year ended December 31, 2019, the Company

issued an aggregate of 3,997,661 shares of its common stock upon the cashless exercise of outstanding warrants.

Accordingly, common stock

was increased by the par value of the common shares issued of $3,998 with a corresponding decrease in additional paid in capital.

During the year ended December 31, 2019, the Company

issued 9,000,000 shares for the settlement of a warrant provision.

The fair value of the common shares issued of $437,400 was recognized

as a deemed dividend whereby common stock was increased by the par value of the common shares issued of $9,000, additional paid in capital

was increased by $428,400 and retained earnings was decreased by $437,400.

During the year ended December 31, 2019, the Company

issued an aggregate of 1,555,160 shares of its common stock and recorded an additional 1,126,250 shares of common stock as to be issued

for the cash exercise of warrants for proceeds of $172,950.

During the year ended December 31, 2019, the Company

issued an aggregate of 111,174,464 shares of its common stock and 37,160,000 shares of common stock to be issued, having an aggregate

fair value of $1,732,318, for the settlement of convertible debt with a principal amount of $1,041,680 and accrued interest of $40,131,

which resulted in the elimination of $46,978 of derivative liabilities and an aggregate loss on conversion of convertible notes of $603,529.

common stock was increased by the par value of the common shares issued of $111,174, common stock to be issued was increased by the par

value of the common shares to be issued of $37,160 and additional paid in capital was increased by $1,583,984.

During the year ended December 31, 2019, the Company

issued an aggregate of 1,250,000 shares of its common stock as origination shares with a principal amount of $141,333.

During the year ended December 31, 2019, the Company

issued an aggregate of 80,000,000 shares of common stock and 903,823,564 shares of common stock to be issued upon the conversion of 3,200

shares of Series A Preferred Stock.

Accordingly, Series A Preferred Stock was decreased by $3,137,248, common stock was increased

by the par value of the common shares issued of $80,000, common stock to be issued was increased by the par value of the common shares

to be issued of $903,824 and additional paid in capital was increased by $2,153,424.

On January 8, 2020, the Company

issued 37,160,000 shares of the Company’s common stock previously recorded as to be issued as of December 31, 2019.

On March 7, 2020, a stockholder returned 69,000

shares of the Company’s common stock back to the Company.

The shares were immediately retired.

Accordingly, common stock was decreased

by the par value of the common shares contributed of $69 with a corresponding increase in additional paid in capital.

During the year ended December

31, 2020, a warrant exercise in 2019, to purchase 120,000 common shares, was rescinded.

The rescission was recorded as a decrease in common

stock to be issued of $120 and a decrease in additional paid-in capital of $5,880 with a corresponding increase in accounts payable and

accrued expenses of $6,000.

During the year ended December 31, 2020, the Company

issued an aggregate of 72,368,457 shares of its common stock, having an aggregate fair value of $370,755, upon the conversion of convertible

notes with a principal amount of $92,964 and accrued interest of $128, which resulted in the elimination of $278,545 of derivative liabilities

and an aggregate net gain on conversion of convertible notes of $882.

Accordingly, common stock was increased by the par value

of the common shares issued of $72,369 and additional paid in capital was increased by $298,386.

As of December 31, 2020 and 2019, there were 493,726,405

and 384,266,948 shares, respectively, of common stock issued and outstanding.

NOTE 15 –

During the year ended December 31, 2019, the Company

received $172,950 from cash exercises of warrants to purchase 1,555,160 shares of common stock.

During the same period, the Company issued

3,997,661 shares of common stock upon the cashless exercise of warrants to purchase 12,686,249 shares of common stock.

On July 2, 2019 and July 11, 2019, the Company

entered into exchange agreements with certain stockholders pursuant to which it exchanged warrants issued in July 2018 to purchase an

aggregate of 26,000,000 shares of the Company’s common stock for an aggregate of 6,000 shares of Series A Preferred Stock.

During the year ended December

31, 2019, the Company issued 568,118,340 warrants to purchase shares of common stock at $0.075 per share pursuant to the Series B Preferred

Stock offering.

During the year ended December 31, 2019, as a

result of the Company’s Series B Preferred Stock offering, the ratchet provisions in certain warrants were triggered, causing the

exercise price to be reset to $0.00224 per share.

Accordingly, warrants to purchase 600,551,672 shares of common stock were repriced to

a $0.00224 per share exercise price as of December 31, 2019.

In addition, warrants to purchase an additional 2,729,734,691 shares of common

stock at $0.00224 per share were issued as a result of this ratchet provision.

During the year ended December 31, 2019, the Company

recorded $28,933,472 in deemed dividends as a result of the triggering of price protection provisions in certain outstanding warrants.

Accordingly, additional paid in capital was increased by $28,933,472 with a corresponding decrease in the accumulated deficit.

From December 23 to December

30, 2020, the Company issued 654.78 shares of Series Y Preferred Stock, having a stated value of $13,095,636, in exchange for convertible

notes payable of $5,775,767 (net of debt discount of $133,608), accrued interest of $3,625,237, and 14,764,624,721 warrants.

The exchanges

resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $92,934,419, a reduction of

derivative liabilities related to the warrants of $72,892,563, and a net gain on settlement of $162,132,350.

During the year ended December 31, 2020, the Company

recorded $95,838,488 in deemed dividends as a result of the triggering of price protection provisions in certain outstanding warrants.

Accordingly, additional paid in capital was increased by $95,838,488 with a corresponding decrease in the accumulated deficit.

A summary of the warrant activity for the years

ended December 31, 2020 and 2019 is as follows:

ended December 31, 2021, the Company recognized an aggregate beneficial conversion feature of $ 10,972,647 upon

issuance of the Series Y preferred shares with a $ 10,972,647 increase

in Discount on preferred stock and a corresponding increase in additional paid-in capital.

The preferred stock discount was amortized

over 120 days commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum

amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares.

Amortization of the preferred

stock discount of $ 31,538,671 was

recognized as a deemed dividend for the year ended December 31, 2021.

As of December 31, 2021, unamortized debt discount on Series Y

Preferred Stock was $ 0 .

November 30, 2021, the Series Y Preferred Stock were redeemed for $ 11,095,941 ,

resulting in a negative deemed dividend of $ 35,881,134 .

Certificate of Elimination of the Series Y convertible preferred stock was filed on December 10, 2021.

As of December 31, 2021 and 2020,

and 654.781794

shares of Series Y Preferred Stock outstanding, respectively.

September 30, 2021, the Company authorized the issuance of 500 shares of Series Z Preferred Stock, par value $ 0.001 per

The Series Z Preferred Stock has a $ 20,000 stated value per share and all 500 Series Z preferred shares, in aggregate,

are convertible into 19.98 % of the issued and outstanding common shares of the Company (post conversion).

The conversion rate is

applicable on a pro rata basis to each share of Series Z Preferred Stock upon conversion.

This anti-dilutive conversion feature is in

effect until such time an S-1 Registration Statement is declared effective by the SEC in conjunction with a NASDAQ listing.

September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer

whereby the Company entered into a non–convertible note payable agreement for $ 1,000,000 in exchange for:

(i) a $1,000,000

cash payment directly paid to the warrant holder;

and (ii) the issuance of 250 Series Z Preferred Shares having a fair value of $6,530,867 .

The note bears interest of 8 % per annum and is due within three days of the Company’s next closing of equity financing of

$ 3,000,000 or more.

The proceeds received were allocated to the debt and equity on a relative fair value basis.

Accordingly, debt

discount of $ 867,213 was recognized with a corresponding increase in additional paid-in capital.

Since the due date is contingent

upon a future event, the entire debt discount was amortized to interest expense immediately.

September 30, 2021, an investor owning warrants to purchase 520,834

common shares at $ 0.12 per

share entered into an agreement to cancel the aforementioned warrants in exchange for:

(i) a cash payment of $1,000,000 received

directly from the Chief Executive Officer;

and (ii) 250 Series Z Preferred Shares having a fair value of $6,530,867 .

settlement resulted in a reduction in the derivative liability of $ 5,750,067 ,

an increase in non-convertible notes payable of $ 1,000,000 ,

an increase in additional paid-in capital of $ 6,530,867 and

a loss on settlement of debt of $ 1,780,800 .

The Series Z Preferred Shares are not convertible

into shares of common stock until there is sufficient authorized but unissued shares of common stock to satisfy the conversions, thus

a derivative liability was not recorded for the shares of common stock underlying the Series Z Preferred Shares.

Company is authorized to issue 1,200,000,000

shares of common stock, par value $ 0.001

January 8, 2020, the Company issued 123,867 shares of the Company’s common stock previously recorded as to be issued as of December

March 7, 2020, a stockholder returned 230 shares of the Company’s common stock back to the Company.

The shares were immediately

Accordingly, common stock was decreased by the par value of the common shares contributed of $ 1 with a corresponding increase

in additional paid in capital.

the year ended December 31, 2020, a warrant exercise in 2019, to purchase 400 common shares, was rescinded.

The rescission was recorded

as a decrease in common stock to be issued of $ 120 and a decrease in additional paid-in capital of $ 5,880 with a corresponding increase

in accounts payable and accrued expenses of $ 6,000 .

the year ended December 31, 2020, the Company issued an aggregate of 241,228 shares of its common stock, having an aggregate fair value

of $ 370,755 , upon the conversion of convertible notes with a principal amount of $ 92,964 and accrued interest of $ 128 , which resulted

in the elimination of $ 278,545 of derivative liabilities and an aggregate net gain on conversion of convertible notes of $ 882 .

common stock was increased by the par value of the common shares issued of $241 and additional paid in capital was increased by $370,514 .

the year ended December 31, 2021, the Company issued 14,828 shares of its common stock, having a fair value of $ 133,002 ,

upon the conversion of convertible notes with a principal amount of $ 13,345 , which resulted in the reduction of $ 118,778 of

derivative liabilities and a loss on conversion of $ 880 .

the year ended December 31, 2021, the Company issued 3,355 shares of the Company’s common stock previously recorded as

to be issued as of December 31, 2020.

the year ended December 31, 2021, an investor owning 4,950 shares of the Company’s common stock and warrants to purchase 3,238,542 common

shares at $ 0.12 per share entered into an agreement to cancel the aforementioned common shares and warrants in exchange for a cash

payment of $ 11,000 by the Company.

Accordingly, the cancelation agreement resulted in a reduction in common stock of $ 5 for

the par value of the common shares, a reduction in additional paid-in capital of $ 10,995 , and a reduction in the derivative liability

of $ 74,134,327 and a gain on settlement of $ 74,134,327 .

the year ended December 31, 2021, the Company awarded an aggregate of 7,252 fully-vested shares of common stock, having a fair

value of $ 166,855 , to the Chief Executive Officer for services rendered.

the year ended December 31, 2021, the Company issued 1,650,000 shares of common stock, having a fair value of $ 18,414,000 for the acquisition

of Empire Services, Inc.

the year ended December 31, 2021, the Company retired 3,012,746 shares to be issued for no consideration, returning the $ 3,013 for the

par value of the common shares to additional paid in capital.

of December 31, 2021 and 2020, there were 3,331,916 and 1,661,431 shares, respectively, of common stock issued and outstanding.

13 – WARRANTS

December 23 to December 30, 2020, the Company issued 654.78 shares of Series Y Preferred Stock, having a stated value of $ 13,095,636 ,

in exchange for convertible notes payable of $ 5,775,767 (net of debt discount of $ 133,608 ), accrued interest of $ 3,625,237 , and 49,215,416

The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $ 92,934,419 ,

a reduction of derivative liabilities related to the warrants of $ 72,892,563 , and a net gain on settlement of $ 162,132,350 .

the year ended December 31, 2020, the Company recorded $ 95,838,488 in deemed dividends as a result of the triggering of price protection

provisions in certain outstanding warrants.

Accordingly, additional paid in capital was increased by $ 95,838,488 with a corresponding

decrease in the accumulated deficit.

the year ended December 31, 2021, the Company issued 4.82388 shares

of Series Y preferred stock, having a stated value of $ 96,478 ,

in exchange for convertible notes payable of $ 38,500 ,

accrued interest of $ 77,205 ,

and 437,500 warrants.

The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $ 2,502,223 ,

a reduction of derivative liabilities related to the warrants of $ 1,396,283 ,

and a net gain on settlement of $ 3,917,734 (See

the year ended December 31, 2021, an investor owning 4,950 shares

of the Company’s common stock and warrants to purchase 3,238,542 common

shares at $ 0.12 per

share entered into an agreement to cancel the aforementioned common shares and warrants in exchange for a cash payment of $ 11,000 by

The cancelation agreement resulted in a reduction in common stock of $ 1,485 for

the par value of the common shares, a reduction in additional paid-in capital of $ 9,515 ,

and a reduction in the derivative liability of $ 74,134,327 and

a gain on settlement of debt of $ 74,134,327 (See

the year ended December 31, 2021, an investor owning warrants to purchase 4,166,667 common shares at $ 0.12 per share entered

into an agreement to cancel the aforementioned common shares and warrants in exchange for a cash payment of $ 15,000 by the Company.

Accordingly, the cancelation agreement resulted in a reduction in the derivative liability of $ 95,380,286 and a gain on settlement

of $ 95,365,286 .

the year ended December 31, 2021, an investor owning warrants to purchase 520,834 common shares at $ 0.12 per share entered

into an agreement to cancel the aforementioned in exchange for:

(i) a cash payment of $ 1,000,000 received directly from the Chief

Executive Officer;

and (ii) 250 Series Z Preferred Shares having a fair value of $ 6,530,868 .

The settlement resulted in a reduction

in the derivative liability of $ 5,750,067 , offset by a reduction in cash of $ 1,000,000 , an increase in additional paid-in capital of

$ 6,530,867 and a loss on settlement of debt of $ 1,780,800 .

the year ended December 31, 2021, the Company issued warrants to purchase 2,514,351 shares of common stock in a placement of senior secured

debt and warrants.

the year ended December 31, 2021, the Company issued warrants to purchase 200,000 shares of common stock as commission for an offering.

summary of the warrant activity for the years ended December 31, 2021 and 2020 is as follows:

SCHEDULE OF WARRANT ACTIVITY

Outstanding at December 31, 2019

3,321,040,292

(15,367,659 )

Canceled/Exchanged

1 unchanged sentence

Outstanding at December 31, 2020

3,342,376,365

13,943,650,911

Canceled/Exchanged

1 unchanged sentence

Outstanding at December 31, 2021

2,521,077,555

Exercisable at December 31, 2021

2,521,077,555

OF STOCK OUTSTANDING AND EXERCISABLE

Exercise Price

1 unchanged sentence

Remaining Life

$0.0001 –

22.50 – 60.00

2,520,512,553

2,521,077,555

The aggregate intrinsic value

of outstanding stock warrants was $14,804,944, based on warrants with an exercise price less than the Company’s stock price of $0.0063

as of December 31, 2020 which would have been received by the warrant holders had those holders exercised the warrants as of that date.

NOTE 16 –

aggregate intrinsic value of outstanding stock warrants was $ 11,650 , based on warrants with an exercise price less than the Company’s

stock price of $ 14.10 as of December 31, 2021 which would have been received by the warrant holders had those holders exercised the warrants

as of that date.

14 – STOCK OPTIONS

Our stockholders approved our 2014 Equity Incentive

Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016

Equity Incentive Plan (the “2016 Plan”) in October 2016, our 2017 Equity Incentive Plan in December 2016 (the “2017

and together with the 2014 Plan, 2015 Plan, the 2016 Plan, the “Prior Plans”) and our 2018 Equity Incentive Plan

in June 2018 (the “2018 Plan,”

and together with the Prior Plans, the “Plans”).

The Prior Plans are identical,

except for number of shares reserved for issuance under each.

As of December 31, 2020, the Company had granted an aggregate of 64,310,000

securities under the Plans, with 190,000 shares available for future issuances.

The Plans provide for the

grant of incentive stock options to our employees and our parent and subsidiary corporations’

employees, and for the grant of non-statutory

stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees,

stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December

2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive

Plan in December 2016 (“2017 Plan” and together with the 2014 Plan, 2015 Plan, 2016 Plan, the “Prior Plans”),

our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), and our 2021 Equity Incentive Plan in September 2021 (“2021

Plan” , and together with the Prior Plans, the “Plans”).

The Prior Plans are identical, except for the number

of shares reserved for issuance under each.

As of December 31, 2021, the Company had granted an aggregate of 214,367 securities

under the Plans since inception, with 167,300 shares available for future issuances.

The Company made no grants under the plans

during the years ended December 31, 2021 and 2020.

Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock

options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees,

including officers, consultants and directors.

1 unchanged sentence

in cash as determined by the committee administering the Prior Plans.

The Company estimates the

fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such

as the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest

rate over the expected option term and expected dividend yield rate over the expected option term.

The Company believes this valuation

methodology is appropriate for estimating the fair value of stock options granted.

These amounts are estimates and thus may not be reflective

of actual future results, nor amounts ultimately realized by recipients of these grants.

The Company recognizes compensation on a straight-line

basis over the requisite service period for each award.

During the year ended December

31, 2019, the Company granted ten-year options outside of our Plans to purchase up to 250,000 shares of the Company’s common stock

for advisory services.

The fair value of $14,000, was determined using the Black-Scholes option pricing model, assuming approximately

2.43% risk-free interest, 0% dividend yield, 114% volatility, and expected life of ten years and will be charged to operations over the

vesting terms of the options.

of the Company’s stock option activity during the year ended December 31, 2019, is presented below:

Vesting Terms

There were no options issued during the year ended December 31, 2020.

A summary of the stock option activity for the

years ended December 31, 2020 and 2019 is as follows:

valuation models require the input of highly subjective assumptions.

The fair value of stock-based payment awards was estimated using

the Black-Scholes option pricing model with a volatility figure derived from historical data.

The Company accounts for the expected life

of options based on the contractual life of the options.

were no options issued during the years ended December 31, 2021 and 2020.

summary of the stock option activity for the years ended December 31, 2021 and 2020 is as follows:

OF STOCK OPTION ACTIVITY

Outstanding at December 31, 2019

4 unchanged sentences

Exercisable at December 31, 2021

OF STOCK OUTSTANDING AND EXERCISABLE

Exercise Price

Remaining Life

Number of Options

$0.01 –

The aggregate intrinsic value

of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $0.0063 as of

December 31, 2020, which would have been received by the option holders had those option holders exercised their options as of that date.

The fair value of all options that were vested

as of the year ended December 31, 2020 and 2019 was $0 and $14,000, respectively.

Unrecognized compensation expense

of $0 as of December 31, 2020 will be expensed in future periods.

NOTE 17 –

The Tax Cuts and Jobs Acts (the “Act”)

was enacted on December 22, 2017.

30.00 - 75.00

75.01 - 150.00

150.01 - 225.00

225.01 - 300.00

300.01 - 600.00

aggregate intrinsic value of outstanding stock options was $ 0 , based on options with an exercise price less than the Company’s

stock price of $ 14.10 as of December 31, 2021, which would have been received by the option holders had those option holders exercised

their options as of that date.

fair value of all options that were vested as of the year ended December 31, 2021 and 2020 was $ 0 and $ 0 , respectively.

compensation expense of $ 0 as of December 31, 2021 will be expensed in future periods.

Leases (Operating Leases)

Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2025.

determines if an arrangement is a lease at inception and whether they are finance or operating leases.

Right of Use (“ROU”)

assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation

to make lease payments from the lease.

Operating lease ROU assets and liabilities are recognized at the commencement date of the lease

based on the present value of lease payments over the lease term.

When readily determinable, the Company uses the implicit rate in determining

the present value of lease payments.

The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments

and excludes lease incentives.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying

asset, together with any options to extend that the Company is reasonably certain to exercise.

effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 3,492,531

in ROU assets and $ 3,650,358

in lease liabilities for the leasing of

scrap metal yards from an entity controlled by the Company’s Chief Executive Officer.

the terms of the leases, Empire is required to pay an aggregate of $ 145,821

month and increasing by 3% on the first of every year .

The leases expire on January

1, 2024 and the

Company has two options to extend the leases by 5 years

In the event the Company does not

exercise the options, the leases will continue on a month-to-month basis.

The Company cannot sublease any of the properties under the

lease agreements.

effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 30,699

ROU assets and $ 31,061

lease liabilities for an office lease.

Under the terms of the lease, Empire is required to

pay $ 1,150 per month and increasing by 3% on April 1st of every year beginning on April 1, 2022.

lease expires on March

Empire was required to make a security deposit of $ 1,150 .

Company does not have an option to extend the lease .

The Company cannot sublease any of the properties under the lease agreements.

October 11, 2021, Empire entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing

of the Company’s Virginia Beach metal recycling location.

the terms of the leases, Empire is required to pay $9,677 for the prorated first month and $15,000 per month for the facilities beginning

November 1, 2021 and increasing by 3% on the first of every year thereafter .

The leases expire on January

1, 2024 and the

Company has two options to extend the leases by 5

In the event the Company does not

exercise the options, the leases will continue on a month-to-month basis.

The Company cannot sublease any of the properties under the

lease agreements.

Automobile Leases (Operating Leases)

effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 1,666 in ROU assets and $ 1,383 in lease liabilities

for an automobile lease to which Empire was a party.

Under the terms of the lease, Empire was required to pay $ 700 per month until the

lease expired on December 29, 2021 .

effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 26,804 in ROU assets and $ 18,661 in lease liabilities

for an automobile lease.

Under the terms of the lease, Empire is required to pay $ 750 per month until the lease expires on February 18,

2025 and the Company does not have an option to renew or extend .

The Company is responsible to any damage to the automobile under the

terms of the lease.

effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 34,261 in ROU assets and $ 27,757 in lease liabilities

for an automobile lease.

Under the terms of the lease, Empire is required to pay $ 650 per month until the lease expires on February 15,

2026 and the Company does not have an option to renew or extend .

The Company is responsible to any damage to the automobile under the

terms of the lease.

December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile.

Under the terms of the lease, Empire was required

to pay $18,000 for the first month and $1,000 per month thereafter for 60 months .

The lease expires on December 23, 2025 and the Company

does not have an option to renew or extend .

The Company is responsible to any damage to the automobile under the terms of the lease.

assets and liabilities consist of the following:

OF RIGHT OF USE ASSETS AND LIABILITIES

Current portion of lease liabilities

Long term lease liabilities, net of current portion

Total lease liabilities

minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2021 were as follows:

SCHEDULE OF MINIMUM FUTURE

Year ended December 31,

Total Minimum Lease Payments

Imputed Interest

$ ( 428,794 )

Present Value of Lease Payments

Current Portion

$ ( 1,715,726 )

Long Term Portion

Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024.

related to these leases is recognized based on the payment amount charged under the lease.

Rent expense for the years ended December

31, 2021 and 2020 was $ 497,177 and

respectively.

At December 31, 2021, the leases had a weighted average remaining lease term of 2

years and a weighted average discount rate of 10.14 %.

16 – CONCENTRATIONS OF REVENUE

Company has a concentration of customers.

For the fiscal year ended December 31, 2021, one customer accounted for $ 6,682,019 ,

or approximately 83 %,

of our revenue.

Company’s sales are concentrated in the Virginia and northeastern North Carolina markets.

17 – INCOME TAXES

Tax Cuts and Jobs Acts (the “Act”) was enacted on December 22, 2017.

The Act reduces the U.S.

federal corporate income tax rate from 35% to 21%.

ASC 740, “Income Taxes,”

requires that effects of changes in tax rates to be recognized in the period enacted.

Recognizing the late enactment of the Act and complexity

of accurately accounting for its impact, the Securities and Exchange Commission in Staff Accounting Bulletin 118 provides guidance that

allows registrants to provide a reasonable estimate of the Act in their financial statements and adjust the reported impact in a measurement

period not to exceed one year.

At December 31, 2020, the Company has available for income

tax purposes of approximately $69,757,321 in federal and $56,394,019 in Colorado state net operating loss carry forward.

which begin expiring

in the year 2033, that may be used to offset future taxable income.

The Company has provided a valuation reserve against the full amount

of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company;

it is more likely

than not that the benefits will not be realized.

Due to possible significant changes in the Company’s ownership, the future use

of its existing net operating losses may be limited.

All or portion of the remaining valuation allowance may be reduced in future

years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.

During the year ended December 31, 2020,

the Company has increased the valuation allowance from $17,520,829 to $18,379,120.

The Company has adopted the provisions of ASC

740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken

in income tax returns.

ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial

statements when it is more likely than not that the position would be sustained upon examination by tax authorities.

Tax position that meet the more likely than not

threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50%

likely of being realized upon ultimate settlement.

The Company had no tax positions relating to open income tax returns that were considered

to be uncertain.

Sections 382 and 383 of the Internal Revenue Code

of 1986, as amended (the “Code”), provide for annual limitations on the utilization of net operating loss and credit carryforwards

if the Company were to undergo an ownership change, as defined in Section 382 of the Code.

In general, an ownership change occurs whenever

the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent shareholders, as defined in Section 382 of the

Code, increases by more than 50 percentage points over the lowest percentage of the shares of such corporation owned, directly or indirectly,

by such 5-percent shareholders at any time over the preceding three years.

In the event such ownership change occurs, the annual limitation

may result in the expiration of the net operating losses prior to full utilization.

The Company is required to file income tax returns

federal corporate income tax

rate from 35 % to 21 %.

ASC 740, “Income Taxes,” requires that effects of changes in tax rates to be recognized in the period

Recognizing the late enactment of the Act and complexity of accurately accounting for its impact, the Securities and Exchange

Commission in Staff Accounting Bulletin 118 provides guidance that allows registrants to provide a reasonable estimate of the Act in

their financial statements and adjust the reported impact in a measurement period not to exceed one year.

December 31, 2021, the Company has available for income tax purposes of approximately $ 82,507,844

in federal and $ 69,144,542

in Colorado state net operating loss carry forward.

begin expiring in the year 2033, that may be used to offset future taxable income .

The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of

management based upon the earnings history of the Company;

it is more likely than not that the benefits will not be realized.

possible significant changes in the Company’s ownership, the future use of its existing net operating losses may be

All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings

sufficient to fully utilize these potential tax benefits.

During the year ended December 31, 2021, the Company has increased

the valuation allowance from $ 18,379,120 to $ 21,515,047 .

Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain

tax positions taken or expected to be taken in income tax returns.

ASC 740-10-25 requires that a position taken or expected to be taken

in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination

by tax authorities.

position that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest

amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.

The Company had no tax positions relating

to open income tax returns that were considered to be uncertain.

382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), provide for annual limitations on the utilization

of net operating loss and credit carryforwards if the Company were to undergo an ownership change, as defined in Section 382 of the Code.

In general, an ownership change occurs whenever the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent

shareholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares

of such corporation owned, directly or indirectly, by such 5-percent shareholders at any time over the preceding three years.

event such ownership change occurs, the annual limitation may result in the expiration of the net operating losses prior to full utilization.

Company is required to file income tax returns in the U.S.

Federal jurisdiction and in California and Colorado.

The Company is no longer subject to income tax examinations by tax authorities

for tax years ending before December 31, 2015.

The Company’s deferred taxes as of December 31, 2020

and 2019 consist of the following:

The Company is no longer

subject to income tax examinations by tax authorities for tax years ending before December 31, 2015.

Company’s deferred taxes as of December 31, 2021 and 2020 consist of the following:

OF DEFERRED TAX ASSETS

Deferred Tax Assets/(Liability) Detail

2 unchanged sentences

Valuation allowance

( 21,515,047 )

( 18,379,120 )

Total gross deferred tax assets

The Company follows ASC 740-10 for recording the

provision for income taxes.

Deferred tax assets and liabilities are computed based upon the difference between the financial statement

and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected

to be realized or settled.

Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.

If available evidence suggests that it is more

likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce

the deferred tax assets to the amount that is more likely than not to be realized.

Future changes in such valuation allowance are included

in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting

from income and expense items reported for financial accounting and tax purposes in different periods.

Company follows ASC 740-10 for recording the provision for income taxes.

Deferred tax assets and liabilities are computed based upon

the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable

when the related asset or liability is expected to be realized or settled.

Deferred income tax expenses or benefits are based on the

changes in the asset or liability during each period.

available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized,

a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.

changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income

taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes

in different periods.

OF EFFECTIVE RECONCILIATION INCOME TAX

Expected tax at statutory rates

3 unchanged sentences

Prior Deferred True-Ups

NOTE 18 –

18 – RELATED PARTY TRANSACTIONS

On October 1, 2019, Isaac Dietrich, the Company’s

Chief Executive Officer, forfeited warrants received on July 21, 2017.

On October 21, 2019, the Company issued 1,000

shares of Series C Preferred Stock, having an aggregate fair value of $10,000, to Isaac Dietrich in recognition of his service to the

During the year ended December 31, 2020, the Company

received aggregate advances of $3,696 and repaid an aggregate of $509 to the Company’s Chief Executive Officer.

The advances are

non-interest bearing and due on demand.

As of December 31, 2020, the Company owed $3,187 in advances to the Company’s Chief Executive

Officer (See Note 8).

On December 15, 2020, the Company

entered into a settlement agreement (the “Settlement Agreement”) with JDE Development, LLC (“JDE”), a Florida

limited liability company wholly-owned and managed by Jesus Quintero, the Company’s former Chief Financial Officer, in connection

with the outstanding sum of $89,143 due to JDE for the services of Jesus Quintero as the Chief Financial Officer of the Company pursuant

to that certain CFO Services Agreement entered into as of April 1, 2018, by and between the Company and Jesus Quintero.

Pursuant to the

Settlement Agreement, the Company agreed to pay JDE $25,000 (the “Cash Settlement”) and to enter into a convertible note with

JDE in the principal amount of $64,143 (the “Note”).

In addition, both parties agreed, on behalf of themselves, their past

the years ended December 31, 2021 and 2020, the Company received aggregate advances of $ 2,957 and $ 3,696 and repaid an aggregate of $ 6,144

and $ 509 , respectively, to the Company’s former Chief Executive Officer.

advances were non-interest bearing and due on demand.

As of December 31, 2021, the Company owed $ 0

in advances to the Company’s former Chief

Executive Officer (See Note 6).

December 16, 2021, the Company’s former Chief Executive Officer forfeited his 1,000 shares of Series C Preferred Stock for no consideration.

As of December 31, 2021, the Company leases 11

scrap yard facilities by an entity controlled by the Company’s Chief Executive Officer.

During the year ended December 31, 2021,

the Company paid rents of $ 477,140 to an entity controlled by the Company’s Chief Executive Officer, of which $ 122,866 was owed

at December 31, 2021.

See Note 15 – Leases.

During the year ended December 31, 2021, the Company’s

Chief Executive Officer was reimbursed $ 224,660 for expenses made on behalf the Company.

Further, during the year ended December 31,

2021 and 2020, the Company’s Chief Executive Officer advanced $ 24,647 and $ 20,520 to the Company and was repaid $ 59,103 and $ 0 ,

respectively (See Note 6).

On September 30, 2021, the Company authorized

the issuance of 500 shares of Series Z Preferred Stock, par value $ 0.001 per share.

The Series Z Preferred Stock has a

$ 20,000 stated value per share and all 500 Series Z preferred shares, in aggregate, are convertible into 19.98 % of

the issued and outstanding common shares of the Company (post conversion).

The conversion rate is applicable on a pro rata basis to each

share of Series Z Preferred Stock upon conversion.

This anti-dilutive conversion feature is in effect until such time an S-1 Registration

Statement is declared effective by the SEC in conjunction with a NASDAQ listing.

On September 30, 2021, the Company entered into a Series

Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a non–convertible

note payable agreement for $ 1,000,000 in exchange for:

(i) a $1,000,000 cash payment directly paid to the warrant holder;

the issuance of 250 Series Z Preferred Shares having a fair value of $6,530,867 .

The note bears interest of 8 % per annum and is

due within three days of the Company’s next closing of equity financing of $ 3,000,000 or more.

The proceeds received were

allocated to the debt and equity on a relative fair value basis.

Accordingly, debt discount of $ 867,213 was recognized with a corresponding

increase in additional paid-in capital.

Since the due date is contingent upon a future event, the entire debt discount was amortized

to interest expense immediately.

December 15, 2020, the Company entered into a settlement agreement (the “Settlement Agreement”) with JDE Development, LLC

(“JDE”), a Florida limited liability company wholly-owned and managed by Jesus Quintero, the Company’s former Chief

Financial Officer, in connection with the outstanding sum of $ 89,143

due to JDE for the services of Jesus Quintero

as the Chief Financial Officer of the Company pursuant to that certain CFO Services Agreement entered into as of April

1, 2018 , by and between the Company and Jesus

Pursuant to the Settlement Agreement, the Company agreed to pay JDE $ 25,000

(the “Cash Settlement”) and to enter

into a convertible note with JDE in the principal amount of $ 64,143

(the “Note”).

In addition, both parties

agreed, on behalf of themselves, their past and present shareholders, members, directors, employees, managers, parents, affiliates, subsidiaries,

principals, officers, related entities, assigns and successors, to irrevocably and fully release each other, and their respective past

and present shareholders, members, directors, employees, managers, parents, affiliates, subsidiaries, principals, officers, related entities,

assigns and successors, to irrevocably and fully release each other, and their respective past and present shareholders, members, directors,

employees, managers, parents, affiliates, subsidiaries, principals, officers, related entities, assigns and successors, from any and all

claims and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills specialties, covenants, contracts,

controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever at

law or in equity, upon or by reason of any matter, cause or thing of any nature whatsoever, including but not limited to claims related

to sums payable by the Company to JDE.

In accordance with the Settlement Agreement, (i) on December 23, 2020, the Company paid JDE the

Cash Settlement, and (ii) on December 15, 2020, the Company entered into the Note with JDE for a principal amount of $64,143.

had a maturity date of June 15, 2021 and accrued interest at a rate of 12% per annum.

has the right to convert the Outstanding Balance of the Note at any time into shares of common stock of the Company at a conversion price

of $0.0003 per share, subject to adjustment.

In the event of default, the conversion price shall be 60% of the average of the three lowest

closing bid prices of the Company’s common stock during the 20 days prior to the conversion date.

The shares of Series Y

Preferred Stock are not convertible to the extent that (i) the Company’s Certificate of Incorporation has not been amended to increase

the number of authorized shares of Common Stock of the Company, or (ii) the holder (together with such holder’s affiliates) would

beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (which

provision may be increased to a maximum of 9.99% by the holder by written notice from such holder to the Company, which notice shall be

effective 61 calendar days after the date of such notice).

As a result of the beneficial conversion

feature of the Note, debt discount of $64,143 was recognized with a corresponding increase in additional paid-in capital.

24, 2020, the holder converted $64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143,

resulting in a reduction in debt discount by $60,971 and a loss on settlement of $60,971.

As of December 31, 2020, the remaining carrying

value of the Note was $0, net of debt discount of $0.

As of December 31, 2020, accrued interest payable of $0 was outstanding on the Note

(See Note 12).

NOTE 19 –

assigns and successors, from any and all claims and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,

bills specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions,

claims and demands whatsoever at law or in equity, upon or by reason of any matter, cause or thing of any nature whatsoever, including

but not limited to claims related to sums payable by the Company to JDE.

accordance with the Settlement Agreement, (i) on December 23, 2020, the Company paid JDE the Cash Settlement, and (ii) on December 15,

2020, the Company entered into the Note with JDE for a principal amount of $ 64,143 .

The Note had a maturity date of June

accrued interest at a rate of 12 %

The holder has the right to convert the Outstanding Balance of the Note at any time into shares of common stock of the Company

at a conversion price of $0.90 per share, subject to adjustment.

In the event of default, the conversion price shall be 60% of the average

of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date .

The shares of Series Y Preferred Stock are not convertible

to the extent that (i) the Company’s Certificate of Incorporation has not been amended to increase the number of authorized shares

of Common Stock of the Company, or (ii) the holder (together with such holder’s affiliates) would beneficially own in excess of

4.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (which provision may be increased

to a maximum of 9.99% by the holder by written notice from such holder to the Company, which notice shall be effective 61 calendar days

after the date of such notice) .

As a result of

the beneficial conversion feature of the Note, debt discount of $ 64,143 was recognized with a corresponding increase in additional paid-in

On December 24, 2020, the holder converted $ 64,143

of principal into 3.20716

shares of Series Y preferred shares having a

stated value of $ 64,143 ,

resulting in a reduction in debt discount by $ 60,971

and a loss on settlement of $ 60,971 .

As of December 31, 2020, the remaining carrying value of the Note was $ 0 ,

net of debt discount of $ 0 .

As of December 31, 2021 and 2020, accrued interest payable of $ 0

respectively, was outstanding on the Note (See Note 10).

19 – AMORTIZATION OF INTANGIBLE ASSETS

of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021.

Identified intangible assets consisted of the following at the dates indicated below:

OF INTANGIBLE ASSETS

Gross carrying

$ ( 151,800 )

Customer List

finite-lived intangibles

intangible assets, net

$ ( 739,625 )

weighted-average amortization period for intangible assets we acquired during the year ended December 31, 2021 was approximately 9.43 years.

There were no intangible assets acquired during the year ended December 31, 2020.

expense for intangible assets was $ 739,625 and $ 0 for the years ended December 31, 2021 and 2020, respectively.

Total estimated

amortization expense for our intangible assets for the years 2021 through 2026 is as follows:

OF INTANGIBLE ASSETS AMORTIZATION EXPENSES

ended December 31,

20 – SUBSEQUENT EVENTS

The Company evaluates events that have occurred

after the balance sheet date but before the financial statements are issued.

On January 21, 2021, MassRoots issued 4,448,251

shares of common stock for the settlement of $13,345 in convertible debt and accrued interest.

From February 16 to March 16, 2021, MassRoots

received proceeds of $200,000 for the sale of 10 shares of Series X Preferred Stock.

From January 7 to March 25, 2021, MassRoots exchanged

$35,000 in convertible debt, $60,444 in accrued interest, and warrants to purchase 131,249,975

shares of common stock at $0.0004/share into 4.82388 shares of

Series Y Preferred Stock.

On March 17, 2021, MassRoots issued 27.78633

shares of Series Y Preferred Stock that were recorded as to be issued as of December 31, 2020.

January 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of

tenant improvements which is expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”).

Under the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately 3%

every 12 months thereafter until the expiration of the lease .

The lease is for a period of five years from the Commencement

Date and the Company was required to make a security deposit of $ 3,668 .

The Company does not have an option to extend the lease .

Company cannot sublease any of the properties under the lease agreement.

February 1, 2022, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive

Officer of Greenwave for the leasing of the Company’s Fairmont metal scrap yard located at 406 Sandy Street, Fairmont, NC

Under the terms of the lease, the Company is required to pay $8,000 per month for the facility beginning February 1, 2022 and

increasing by 3% on January 1, 2023 .

The lease expires on January 1, 2024 and the Company has two options to extend the lease by 5 years

The Company also has the option to extend the term of the lease for an additional year for the next 5 years upon the

same terms and conditions .

In the event the Company does not exercise the options, the lease will continue on a month-to-month basis.

The Company cannot sublease the property under the lease agreement.

February 28, 2022, the

Company effectuated a 1-for-300 reverse stock split , such that (1) post consolidation Common Share was issued for each three hundred

(300) pre-consolidation Common Shares (the “Consolidation”).

No fractional shares were issued in the Consolidation and any

fractional interest in Common Shares was rounded up to the nearest whole Common Share .

The 994,871,337

Common Shares issued and outstanding prior to

the Consolidation was reduced to 3,331,916

Common Shares issued and outstanding following

the Consolidation.

Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average shares included within

its consolidated statements of operations for the years ended December 31, 2021 and 2020.

The basic and diluted weighted-average common

shares are retroactively converted to shares of the Company’s common stock to conform to the recasted consolidated statements of

stockholders’ equity.

January 1 to April 13, 2022, the Company issued 6,500

shares recorded as to be issued for services

rendered on December 31, 2021.

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

What changed 10-K

Item 9A. Controls and Procedures