What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-14 · 1983 added, 1510 removed, 964 unchanged (78% of the section changed)

74 unchanged sentences

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.

the most recent fiscal quarter, the Company began hiring additional accounting personnel to enhance its segregation of duties and establishment

of procedures in an effort to ensure appropriate levels of review of accounting and financial reporting matters.

OTHER INFORMATION

1 unchanged sentence

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.

and Executive Officers

name and age of our Directors and Executive Officers are set forth below.

All Directors are elected annually by the stockholders to serve

until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

The officers are elected

by our Board of Directors (the “Board”).

Executive Officer, Chairman of the Board

Financial Officer

Bryan Plumlee

Danny Meeks , Chief Executive Officer and Chairman – Mr.

Meeks is the Chief Executive Officer of the Company, a position

he has held since September 30, 2021.

He has served as a Director and Chairman of the Board since June 2021.

He served as interim Chief

Financial Officer from November 30, 2021 until April 18, 2022.

He was the sole owner and President of Empire Services, Inc., a metal

recycling company he founded in 2002, until its acquisition by the Company in September 2021.

Additionally, Mr.

Meeks has served

as the President of DWM Properties, LLC, his real estate holding company, since 2002, and as the President of Select Recycling and Waste

Services, Inc., a waste disposal and recycling company, since October 2016.

Sickles, Chief Financial Officer – Mrs.

Sickles is the Chief Financial Officer of the Company, a position she has held since

September 2022.

Previously, from June 2017 to August 2022, Mrs.

Sickles served as Director of Finance for JAWS, Inc., a leading regional

restaurant operator and franchisor with multiple locations.

Sickles holds a Master’s in Business Administration from Western

Governors University and a Bachelor’s Degree in Accounting from West Virginia University.

Bryan Plumlee, Director – Mr.

Plumlee has served as a Director of the Company since April 2022 and is a Co-Managing Shareholder

of Poole Brooke Plumlee PC, where he serves as Chairman of the firm’s Litigation Department and manages its Court Collection Department.

His practice focuses on civil litigation with an emphasis on business, land use, environmental law and product liability, including aviation

As part of a vibrant land use practice, Mr.

Plumlee heads a team within the firm specializing in environmental remediation

Plumlee has been an attorney with Poole Brooke Plumlee PC (formerly Huff Poole Mahoney, PC) since August 1999.

Plumlee’s clients include multiple regional businesses, professionals, insurance companies as well as municipalities.

has been repeatedly elected by his peers to be included in Virginia Business magazine’s Legal Elite and Virginia Super Lawyers

in the categories of Civil Litigation Defense and Environmental Litigation.

Plumlee has an AV Preeminent® rating from Martindale-Hubbell.

Cheryl Lanthorn, Director – Mrs.

Lanthorn has served as a Director of the Company since April 2022.

Lanthorn began her

career as a Personal Administrator at Welton, Duke & Hawks before rising to an Accounting Administrator due to her work-ethic, extensive

accounting knowledge, and attention to detail.

For the next 14 years, Mrs.

Lanthorn was a Software Trainer and Content Developer for

Applied Systems, Inc., where she created webinars and instructional documentation to teach employees how to best utilize TAM, Vision,

Epic, and other scalable software programs.

From December 2015 to July 2022, Mrs.

Lanthorn served as an Account Executive at Brown &

Brown Insurance, where she managed one of the company’s largest books of business, managed employees and their books, trained new

employees, and performed various other administrative duties.

Since August 2022, Mrs.

Lanthorn has been a Senior Account Manager at Marsh

McLennan Agency, LLC, where she manages large corporate accounts.

John Wood, Director – Mr.

Wood has served as a Director of the Company since April 2022.

Since 1998, Mr.

Wood has served

as a licensed real estate agent in Virginia.

Since 2010, He has served as the Principal Broker of John E.

Wood Realty, Inc., based

in Chesapeake, Virginia, where through his extensive relationships with business and community leaders, he has become one of the

region’s most active real Residential, Commercial and Property Management Brokers.

He is also the Virginia Principal Broker

for two other companies, which rank in the top 10 in the nation.

In July 2018, he launched American Contracting Services, LLC, which

has successfully completed hundreds of Commercial and Residential construction projects.

Relationships

are no family relationships among our directors and executive officers.

in Legal Proceedings

are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters

in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set

forth under Item 401(f) of Regulation S-K.

of Our Company

seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall

success of our business, serving our Stockholders well and maintaining our integrity in the marketplace.

Our corporate governance

guidelines and Code of Conduct and Ethics, together with our Second Amended and Restated Certificate of Incorporation, Amended and

Restated Bylaws and the charters for each of our Board committees, form the basis for our corporate governance framework.

are subject to certain provisions of the Sarbanes-Oxley Act and the rules and regulations of the SEC.

The full text of the Code of

Conduct and Ethics is available on our website at https://www.greenwavetechnologysolutions.com/code-of-conduct and is also filed as

an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on April 1, 2015.

described below, our Board has established four standing committees to assist it in fulfilling its responsibilities to the Company and

its stockholders:

The Audit Committee, the Compensation Committee, the Nominating and Corporate Governance

Committee and the Sustainability Committee.

Board of Directors

of December 31, 2022, our Board consists of four members.

The number of directors on our Board can be evaluated and amended by action

of our Board.

Board judges the independence of its directors by the standards established by the Nasdaq Stock Market.

Accordingly, the Board has determined

that our three non-employee directors, Cheryl Lanthorn, J.

Bryan Plumlee and John Wood each meet the independence standards established

by the Nasdaq Stock Market and the applicable independence rules and regulations of the SEC, including the rules relating to the independence

of the members of our Audit Committee and Compensation Committee.

Our Board considers a director to be independent when the director

is not an officer or employee of the Company or its subsidiaries, does not have any relationship which would, or could reasonably appear

to, materially interfere with the independent judgment of such director, and the director otherwise meets the independence requirements

under the listing standards of the Nasdaq Stock Market and the rules and regulations of the SEC.

Board believes its members collectively have the experience, qualifications, attributes and skills to effectively oversee the management

of our Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad

range of issues, sufficient experience and background to resolve the issues facing our Company, a willingness to devote the necessary

time to their Board and committee duties, a commitment to representing the best interests of the Company and our stockholders and a dedication

to enhancing stockholder value.

Our Board oversees the management of risks inherent in the operation of our business and the implementation of our business

Our Board performs this oversight role by using several different levels of review.

In connection with its reviews of the

operations and corporate functions of our Company, our Board addresses the primary risks associated with those operations and corporate

In addition, our Board reviews the risks associated with our Company’s business strategies periodically throughout the

year as part of its consideration of undertaking any such business strategies.

Each of our Board committees also coordinates oversight

of the management of our risk that falls within the committee’s areas of responsibility.

In performing this function, each committee

has full access to management, as well as the ability to engage advisors.

The Board is also provided with updates by the Chief Executive

Officer and other executive officers of the Company on a regular basis.

Communications.

Although we do not have a formal policy regarding communications with the Board, Stockholders may communicate with

the Board by writing to us at 4016 Raintree Rd, Chesapeake, VA 23321, Attention:

Stockholders who would like their submission

directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Please note that the foregoing

communication procedure does not apply to (i) stockholder proposals pursuant to Exchange Act Rule 14a-8 and communications made in connection

with such proposals or (ii) service of process or any other notice in a legal proceeding.

and Committee Meetings

the fiscal year ended December 31, 2022, our Board held three meetings.

During the fiscal year ended December 31, 2021, our Board

held no meetings and operated solely by unanimous written consent.

For the fiscal year ended December 31, 2022, our Board was

composed of one member from January to April 2022, and four members from April to December 2022, all of whom attended every meeting

of our Board.

For the fiscal year ended December 31, 2021, our Board was composed of one member from January to June 2021, two

members from June to November 2021, and one member in December 2021, all of whom attended every meeting of our Board.

Committee did not have any members from January to April 2022 and had three members from April to December 2022.

Committee held four meetings during the fiscal year ended December 31, 2022 and all members attended every meeting of the Audit

Committee in 2022.

Our Compensation Committee and Nominating and Corporate Governance Committee did not have any members from

January to April 2022, three members from April to December 2022, and did not meet during the fiscal year ended December 31, 2022.

Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee did not have any members and did not meet

during the fiscal year ended December 31, 2021.

Our Sustainability Committee was formed in September 2022, consisted of four members

from September to December 2022, and did not meet during the year ended December 31, 2022.

Company held its 2022 Shareholder’s Meeting on November 29, 2022.

The Company held its 2021 Shareholder’s Meeting on September

December 9, 2015, our Board designated the following three committees of the Board:

the Audit Committee, the Compensation Committee,

and the Nominating and Corporate Governance Committee.

In September 2022, the Board formed a Sustainability Committee.

Effective as of April 18, 2022 the Board appointed each of Cheryl Lanthorn and John Wood as a member of the

Audit Committee.

Effective as of April 19, 2022 the Board appointed J.

Bryan Plumlee as a member of the Audit Committee.

Bryan Plumlee

is the Chairman of the Audit Committee.

The Audit Committee is responsible for, among other things, overseeing the financial reporting

and audit process and evaluating our internal controls over financial reporting.

The Board has determined that J.

Bryan Plumlee is an

“audit committee financial expert” serving on its Audit Committee.

The Board has determined that each member of the Audit

Committee is “independent,” as that term is defined by applicable SEC rules.

In addition, the Board has determined that each

member of the Audit Committee is “independent,” as that term is defined by the rules of the Nasdaq Stock Market.

the Audit Committee Charter is available on our website at https://www.greenwavetechnologysolutions.com/audit-committee-charter .

Effective as of April 18, 2022 the Board appointed each of Cheryl Lanthorn and John Wood as a member of the

Compensation Committee.

Effective as of April 19, 2022 the Board appointed J.

Bryan Plumlee as a member of the Compensation Committee.

Bryan Plumlee is the Chairman of the Compensation Committee.

The Compensation Committee is responsible for, among other things, establishing

and overseeing the Company’s executive and equity compensation programs, establishing performance goals and objectives, and evaluating

performance against such goals and objectives.

The Board has determined that each member of the Compensation Committee is “independent,”

as that term is defined by applicable SEC rules.

In addition, the Board has determined that each member of the Compensation Committee

is “independent,” as that term is defined by the rules of the Nasdaq Stock Market.

A copy of the Compensation Committee Charter

is available on our website at https://www.greenwavetechnologysolutions.com/compensation-committee-charter .

and Corporate Governance Committee .

Effective as of April 18, 2022 the Board appointed each of Cheryl Lanthorn and John

Wood as a member of the Nomination and Corporate Governance Committee.

Effective as of April 19, 2022 the Board appointed J.

Bryan Plumlee

as a member of the Nomination and Corporate Governance Committee.

Bryan Plumlee is the Chairman of the Nomination and Corporate Governance

The Nominating and Corporate Governance Committee is responsible for, among other things, identifying and recommending candidates

to fill vacancies occurring between annual stockholder meetings and reviewing the Company’s policies and programs relating to matters

of corporate citizenship, including public issues of significance to the Company and its stockholders.

The Board has determined that

each member of the Nominating and Corporate Governance Committee is “independent,” as that term is defined by applicable

In addition, the Board has determined that each member of the Nominating and Corporate Governance Committee is “independent,”

as that term is defined by the rules of the Nasdaq Stock Market.

A copy of the Nominating and Corporate Governance Committee Charter

is available on our website at https://www.greenwavetechnologysolutions.com/ncg-charter .

Sustainability

Effective as of September 13, 2022 the Board appointed each of Cheryl Lanthorn, John Wood and J.

Bryan Plumlee

as members of the Sustainability Committee.

Cheryl Lanthorn is the Chairwoman of the Sustainability Committee.

The Sustainability Committee

is responsible for, among other things, setting and overseeing the Company’s goals, strategies, and commitments related to sustainability

and environmental, social and governance matters, including climate risks and opportunities, community and social impact, and diversity and inclusion.

A copy of the Sustainability

Committee Charter is available on our website at https://www.greenwavetechnologysolutions.com/sustainability-committee-charter .

Board is primarily responsible for overseeing our risk management processes.

The Board receives and reviews periodic reports from management,

auditors, legal counsel and others, as appropriate, regarding the Company’s assessment of risks.

The Board focuses on the most

significant risks facing the Company and our general risk management strategy, and also ensures that the risks we undertake are consistent

with the Board’s risk parameters.

While the Board oversees the risk management process, our management is responsible for day-to-day

risk management and, if management identifies new or additional significant risks, it brings such risks to the attention of the Board.

Leadership Structure

Meeks is the Chairman of our Board and Chief Executive Officer of the Company.

The Chairman of the Board presides at all meetings of

the Board, unless such position is vacant, in which case, the Chief Executive Officer of the Company would preside.

on Hedging the Economic Risks of Equity Ownership .

Company has no policy regarding hedging the economic risks of equity ownership for the executive team or directors of the Company and

the Company does not engage in this practice.

to security holder director nomination procedures

Company has not adopted procedures for considering director candidates submitted by stockholders under Item 407(c)(2)(iv), Regulation

Section 16(a) Reports

16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than 10% of our outstanding

shares of Common Stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and reports

of changes in ownership in our Common Stock and other equity securities.

Such persons are required by SEC regulations to furnish to us

copies of all Section 16(a) forms they file.

To our knowledge, based solely on our review of copies of the reports received by us or

written representations from certain Reporting Persons that no other reports were required, we believe that during the fiscal year ended

December 31, 2022, all filing requirements applicable to the Reporting Persons were timely met.

EXECUTIVE COMPENSATION

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.

Executive Officers

named executive officers for the year ended December 31, 2022 were Danny Meeks, our Chief Executive Officer, Ashley Sickles, our

Chief Financial Officer, and Howard Jordan, our former Chief Financial Officer.

Compensation Table

following table presents the compensation awarded to, earned by or paid to our named executive officers for the years ended December

31, 2022 and December 31, 2021.

and Principal Position

Executive Officer

Financial Officer

Chief Financial Officer

amounts are the aggregate fair value of the equity compensation incurred by the Company for payments to executives during the fiscal

The aggregate fair value is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) Topic 718.

The fair market value was calculated using the Black-Scholes options pricing

Equity Awards at December 31, 2022

were no outstanding equity awards held by our named executive officers as of December 31, 2022.

Disclosure to the Summary Compensation Table

September 30, 2021, the Company entered into an employment agreement with Danny Meeks pursuant to which Mr.

Meeks serves as the Company’s

Chief Executive Officer.

Pursuant to the terms of the employment agreement, Mr.

Meeks shall receive an annual base salary of $500,000.

In addition, Mr.

Meeks shall be eligible to receive an annual bonus and shall be eligible to receive such awards under the Company’s

incentive plans as determined by the Company’s Compensation Committee.

Meeks may be terminated by the Company or may voluntarily

resign, at any time, with or without cause.

Either the Company or Mr.

Meeks may terminate Mr.

Meeks’ employment upon two weeks

prior written notice.

October 1, 2026, for every $1 million in annual revenue Empire Services, Inc., a Virginia corporation and wholly owned subsidiary of

the Company, generates over $20 million, Mr.

Meeks shall be entitled to receive either 833,333 shares of the Company’s common stock

or $50,000 in cash, at the discretion of Mr.

termination except by death (the “Termination Date”), the Company shall pay Mr.

Meeks (i) any accrued but unpaid compensation,

(ii) a pro-rata portion of his annual bonus calculated as of the Termination Date and (iii) reimbursement of expenses incurred on or

prior to the Termination Date.

In addition, Mr.

Meeks may elect to receive Consolidated Omnibus Budget Reconciliation Act of 1985 benefits

for up to twelve months from the Termination Date.

Upon termination of Mr.

Meeks’ employment for death, the Company shall pay Mr.

Meeks (i) any accrued but unpaid compensation and (ii) reimbursement of expenses incurred on or prior to such date.

Meeks is also

entitled to participate in any and all benefit plans such as health, dental and life insurance, from time to time, in effect for senior

executives, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from

time to time.

In the fiscal years ended December 31, 2022 and December 31, 2021, Mr.

Meeks received $1,450,000 and $0 in bonuses, respectively.

In the fiscal years ended December 31, 2022 and December 31, 2021, Mr.

Meeks received stock grants with a fair market value of $0 and

$166,855, respectively.

Meeks did not receive any compensation related to his position as a director.

As of December 31, 2022, Mr.

Meeks was owed $950,000 in accrued but unpaid bonuses.

Howard Jordan

On April 18, 2022, the Company hired

Howard Jordan as Chief Financial Officer, for which he received a salary of $135,000 per year.

On September 12, 2022, the Company

terminated Mr.

Jordan’s employment as Chief Financial Officer.

September 13, 2022, the Company hired Ashley Sickles as Chief Financial Officer, for which she receives a salary of $135,000 per year.

no time during the periods listed in the above tables, with respect to any named executive officers, was there:

outstanding option or other equity-based award re-priced or otherwise materially modified (such as by extension of exercise periods,

the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the

bases upon which returns are determined);

waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock

incentive plan compensation or payouts;

non-equity incentive plan award made to a named executive officer;

nonqualified deferred compensation plans including nonqualified defined contribution plans;

payment for any item to be included under the “All Other Compensation” column in the Summary Compensation Table.

following table presents the total compensation for each person who served as a non-employee director of our Board during the fiscal

year ended December 31, 2022.

Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse

any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board

in such period.

Compensation ($)

Bryan Plumlee

Cheryl Lanthorn

Indemnification

of Officers and Directors

Second Amended and Restated Certificate of Incorporation provides that we shall indemnify our officers and directors to the fullest

extent permitted by applicable law against all liability and loss suffered and expenses (including attorneys’ fees) incurred

in connection with actions or proceedings brought against them by reason of their serving or having served as officers, directors or

in other capacities.

We shall be required to indemnify a director or officer in connection with an action or proceeding commenced by

such director or officer only if the commencement of such action or proceeding by the director or officer was authorized in advance

by the Board of Directors.

Equity Incentive Plans

Stockholders approved our 2014 Equity Incentive Plan (“2014 Plan”) in June 2014, our 2015 Equity Incentive Plan (the “2015

Plan”) in December 2015, our 2016 Equity Incentive Plan (“2016 Plan”) in October 2016, our 2017 Equity Incentive Plan

(“2017 Plan”) in December 2016, our 2018 Equity Incentive Plan (“2018 Plan”) in June 2018, our 2021 Equity Incentive

Plan (“2021 Plan”) in September 2021, and our 2022 Equity Incentive Plan (“2022 Plan” and together with the 2014

Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, and 2021 Plan, the “Plans”) in November 2022.

The Plans are identical, except

for the number of shares of Common Stock reserved for issuance under each.

Plans provide for the grant of incentive stock options, non-statutory 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.

Our Plans also provide

that the grant of performance stock awards may be paid out in cash as determined by the Committee (as defined herein).

following table and information below sets forth information as of December 31, 2022 with respect to our Plans:

outstanding options,

warrants and rights

average exercise

remaining available for

future issuance under

equity compensation plans

(excluding securities

reflected in column

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

shares of our Common Stock are reserved for issuance pursuant to the 2014 Plan, 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan,

the 2021 Plan, or the 2022 Plan.

There are currently 633 shares of our Common Stock available for issuance pursuant to the 2018 Plan,

166,667 shares of our Common Stock available for issuance pursuant to the 2021 Plan, and 400,000 shares of our Common Stock available

for issuance pursuant to the 2022 Plan.

Shares of Common Stock issued under our Plans may be authorized but unissued or reacquired shares

of our Common Stock.

Shares of Common Stock subject to stock awards granted under our Plans that expire or terminate without being exercised

in full, or that are paid out in cash rather than in shares of Common Stock, will not reduce the number of shares of Common Stock available

for issuance under our Plans.

Additionally, shares of Common Stock issued pursuant to stock awards under our Plans that we repurchase

or that are forfeited, as well as shares of Common Stock reacquired by us as consideration for the exercise or purchase price of a stock

award, will become available for future grant under our Plans.

Administration

Board, or a duly authorized committee thereof (collectively, the “Committee”), has the authority to administer our Plans.

Our Board may also delegate to one or more of our officers the authority to designate employees other than Directors and officers to

receive specified stock, which, in respect to those awards, said officer or officers shall then have all authority that the Committee

to the terms of our Plans, the Committee has the authority to determine the terms of awards, including recipients, the exercise price

or strike price of stock awards, if any, the number of shares of Common Stock subject to each stock award, the fair market value of a

share of our Common Stock, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration,

if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under the

The Committee has the power to modify outstanding awards under the Plans, subject to the terms of the Plans and applicable law.

Subject to the terms of our Plans, the Committee has the authority to reprice any outstanding option or stock appreciation right, cancel

and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration, or take

any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any adversely affected

options may be granted under the Plans.

The exercise price of options granted under our Plans must at least be equal to the fair market

value of our Common Stock on the date of grant.

The term of an ISO may not exceed 10 years, except that with respect to any participant

who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed 5 years and the exercise

price must equal at least 110% of the fair market value on the grant date.

The Committee will determine the methods of payment of the

exercise price of an option, which may include cash, shares of Common Stock or other property acceptable to the Committee, as well as

other types of consideration permitted by applicable law.

No single participant may receive more than 25% of the total options awarded

in any single year.

Subject to the provisions of our Plans, the Committee determines the other terms of options.

shares may be granted under our Plans.

Performance shares are awards that will result in a payment to a participant only if performance

goals established by the administrator are achieved or the awards otherwise vest.

The Committee will establish organizational or individual

performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the

number and/or the value of performance shares to be paid out to participants.

After the grant of a performance share, the Committee,

in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance shares.

The Committee,

in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares of Common Stock or in some

combination thereof, per the terms of the agreement approved by the Committee and delivered to the participant.

Such agreement will state

all terms and condition of the agreement.

terms and conditions of any restricted stock awards granted to a participant will be set forth in an award agreement and, subject to

the provisions in the Plans, will be determined by the Committee.

Under a restricted stock award, we issue shares of our Common Stock

to the recipient of the award, subject to vesting conditions and transfer restrictions that lapse over time or upon achievement of performance

The Committee will determine the vesting schedule and performance objectives, if any, applicable to each restricted stock

Unless the Committee determines otherwise, the recipient may vote and receive dividends on shares of restricted stock issued under

Share-Based Awards and Cash Awards

Committee may make other forms of equity-based awards under our Plans, including, for example, deferred shares, stock bonus awards and

dividend equivalent awards.

In addition, our Plans authorizes us to make annual and other cash incentive awards based on achieving performance

goals that are pre-established by our compensation committee.

Consolidation or Asset Sale

the Company is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another

company while awards or options remain outstanding under the Plans, unless provisions are made in connection with such transaction for

the continuance of the Plans and/or the assumption or substitution of such awards or options with new options or stock awards covering

the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares

and prices, then all outstanding options and stock awards which have not been continued, assumed or for which a substituted award has

not been granted shall, whether or not vested or then exercisable, unless otherwise specified in the relevant agreements, terminate immediately

as of the effective date of any such merger, consolidation or sale.

in Capitalization

the Company shall effect a subdivision or consolidation of shares of Common Stock or other capital readjustment, the payment of a stock

dividend, or other increase or reduction of the number of shares of Common Stock outstanding, without receiving consideration therefore

in money, services or property, then awards amounts, type, limitations, and other relevant consideration shall be appropriately and proportionately

The Committee shall make such adjustments, and its determinations shall be final, binding and conclusive.

Plan Amendment or Termination

Board has the authority to amend, suspend, or terminate our Plans, provided that such action does not materially impair the existing

rights of any participant without such participant’s written consent.

Each of the Plans will terminate ten years after the earlier

of (i) the date that each such Plan is adopted by the Board, or (ii) the date that each such Plan is approved by the Stockholders, except

that awards that are granted under the applicable Plan prior to its termination will continue to be administered under the terms of the

that Plan until the awards terminate, expire or are exercised.

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.

The following table sets forth certain information

regarding the beneficial ownership of our Common Stock, and Series Z Preferred Stock by (i) each person who, to our knowledge, owns more

than 5% of our Common Stock or Series Z Preferred Stock, (ii) our current directors and the named executive officers identified under

the heading “Executive Compensation” and (iii) all of our current directors and executive officers as a group.

We have determined

beneficial ownership in accordance with applicable rules of the SEC, and the information reflected in the table below is not necessarily

indicative of beneficial ownership for any other purpose.

Under applicable SEC rules, beneficial ownership includes any shares as to which

a person has sole or shared voting power or investment power and any shares which the person has the right to acquire within 60 days after

March 29, 2023 through the exercise of any option, warrant or right or through the conversion of any convertible security.

Unless otherwise

indicated in the footnotes to the table below and subject to community property laws where applicable, we believe, based on the information

furnished to us that each of the persons named in this table has sole voting and investment power with respect to the shares indicated

as beneficially owned.

The information set forth in the table below is based

on 11,250,813 shares of our Common Stock and 250 shares of Series Z Preferred Stock issued and outstanding on March 29, 2023.

the number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding

all shares of Common Stock subject to options, warrants, rights or other convertible securities held by that person that are currently

exercisable or will be exercisable within 60 days after March 29, 2023.

We did not deem these shares outstanding, however, for the purpose

of computing the percentage ownership of any other person.

Unless otherwise indicated, the principal address of each of the Stockholders

below is in care of Greenwave Technology Solutions, Inc., 4016 Raintree Rd, Ste 300, Chesapeake, VA 23321.

Number of Shares of Common Stock Beneficially Owned

Percentage of Common Stock Beneficially Owned

Number of Shares of Series Z Preferred Stock Beneficially Owned

Percentage of Series Z Preferred Stock Beneficially Owned

% of Total Voting Power

Directors and Named Executive Officers

4,398,163 (1)

Cheryl Lanthorn

Bryan Plumlee

Ashley Sickles

All directors and named executive officers as a group (5 people)

Other 5% Stockholder

Arena Investors, LP(4)

ownership of less than 1.0% is omitted.

of (i) 2,562,203 shares of Common Stock, (ii) 822,466 of Common Stock underlying warrants, and (iii) 1,013,494 shares of Common Stock

underlying the shares of Series Z Preferred Stock.

of 880 shares owned by the reporting person’s spouse.

of 1,000 shares owned by the reporting person and 1,000 shares owned by the reporting person’s spouse.

The address of Arena Investors, LP is 405 Lexington Avenue, 59th Floor, New York, New York 10174.

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

for the below, from January 1, 2021 through the date of this prospectus, we have not been a party to any transaction or proposed transaction

in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end

for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners

of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct

or indirect material interest, other than equity and other compensation which are described elsewhere in this prospectus.

with Danny Meeks and Affiliates of Danny Meeks

of December 31, 2022, the Company leases 12 scrap yard facilities from an entity controlled by the Company’s Chief Executive Officer.

On April 1, 2022, the Company entered into amendments to the leases for its Kelford and Carrolton yards, increasing the monthly rent

payments by an aggregate of $50,000 per month for use of an automotive shredder and downstream processing system, respectively, being

installed on those properties, increasing by 3% on January 1st of every year for the duration of the leases.

On September 1, 2022, the

Company terminated the lease for its Portsmouth yard on account of the Company purchasing the land underlying the lease, reducing the

lease payment by $11,200 per month.

the twelve months ended December 31, 2022, the Company paid rents of $2,483,217 to an entity controlled by the Company’s Chief

Executive Officer.

Additionally, during the twelve months ended December 31, 2022, the Company paid $122,866 in accrued rents owed to

an entity controlled by the Company’s Chief Executive Officer at December 31, 2021.

As of December 31, 2022, the Company owed $317,781

in accrued rent to an entity controlled by the Company’s Chief Executive Officer.

the year ended December 31, 2022, the Company purchased equipment for $152,500 from an entity controlled by the spouse of the

Company’s Chief Executive Officer.

During the year ended December 31, 2022, the Company purchased equipment for $20,000 from

an entity controlled by the Chief Executive Officer.

the year ended December 31, 2021, the Company’s Chief Executive Officer was reimbursed $224,660 for expenses made on behalf the

Further, during the year ended December 31, 2022 and 2021, the Company’s Chief Executive Officer advanced $0 and $24,647

to the Company and was repaid $0 and $59,103, respectively.

September 30, 2021, the Company authorized the issuance of 500 shares of Series Z Preferred Stock, par value $0.001 per share.

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;

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.

lease our scrap yard located at 22097 Brewers Neck Blvd., Carrollton, VA 23314, from DWM Properties, LLC, which is owned by our Chairman

and Chief Executive Officer, for $55,850 per month.

The lease expires on January 1, 2024, with two five year options to extend at the

Company’s election.

lease our scrap yard located at 1576 Millpond Rd., Elizabeth City, NC 27909, from DWM Properties, LLC, which is owned by our Chairman

and Chief Executive Officer, for $11,200 per month.

The lease expires on January 1, 2024, with two one year options to extend at the

Company’s election.

lease our scrap yard located at 130 Courtland Rd., Emporia, VA 23847, from DWM Properties, LLC, which is owned by our Chairman and Chief

Executive Officer, for $11,200 per month.

The lease expires on January 1, 2024, with two five year options to extend at the Company’s

lease our scrap yard located at 623 Highway 903 N., Greenville, NC 27834, from DWM Properties, LLC, which is owned by our Chairman and

Chief Executive Officer, for $11,200 per month.

The lease expires on January 1, 2024, with two five year options to extend at the Company’s

lease our scrap yard located at 8952 Richmond Rd., Toano, VA 23168, from DWM Properties, LLC, which is owned by our Chairman and Chief

Executive Officer, for $11,200 per month.

The lease expires on January 1, 2024, with two five year options to extend at the Company’s

lease our scrap yard located at 945 NC 11N, Kelford, NC 27805, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive

Officer, for $39,293 per month.

The lease expires on January 1, 2024, with two five year options to extend at the Company’s election.

lease our scrap yard located at 1100 E Princess Anne Rd, Norfolk, VA 23504, from DWM Properties, LLC, which is owned by our Chairman

and Chief Executive Officer, for $16,391 per month.

The lease expires on January 1, 2024, with two five year options to extend at the

Company’s election.

lease our scrap yard located at 277 Suburban Drive, Suffolk, VA 23434, from DWM Properties, LLC, which is owned by our Chairman and Chief

Executive Officer, for $15,450 per month.

The lease expires on January 1, 2024, with two five year options to extend at the Company’s

lease our scrap yard located at 9922 Hwy 17 S., Vanceboro, NC 28586, from DWM Properties, LLC, which is owned by our Chairman and Chief

Executive Officer, for $8,742 per month.

The lease expires on January 1, 2024, with two five year options to extend at the Company’s

lease our scrap yard located at 1040 Oceana Blvd, Virginia Beach, VA 23454, from DWM Properties, LLC, which is owned by our Chairman

and Chief Executive Officer, for $15,407 per month.

The lease expires on January 1, 2024, with two five year options to extend at the

Company’s election.

lease our scrap yard located at 406 Sandy Street, Fairmont, NC 28340, from DWM Properties, LLC, which is owned by our Chairman and Chief

Executive Officer, for $8,000 per month.

The lease expires on January 1, 2024, with two five year options to extend at the Company’s

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.

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

Set forth below are approximate fees for services rendered

by RBSM for the fiscal years ended December 31, 2022 and December 31, 2021.

Audit-Related Fees

aggregate fees billed for each of the last two fiscal years for professional services rendered by RBSM for the audit of the Company’s

annual financial statements and review of financial statements included in the Company’s annual report on Form 10-K and in the

Company’s quarterly reports on Form 10-Q, or services that are normally provided by the independent registered public accounting

firm in connection with statutory and regulatory filings or engagements for the fiscal years ending December 31, 2022 and 2021 were $310,000

and $129,000, respectively.

Audit-Related

aggregate fees billed in either of the last two fiscal years for assurance and related services by RBSM that are reasonably related to

the performance of the audit or review of the registrant’s financial statements and are not reported under “Audit Fees”

for the fiscal years ending December 31, 2022 and 2021 were $0 and $0, respectively.

aggregate fees were billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning

for the fiscal years ending December 31, 2022 and 2021 was $0 and $0, respectively, for RBSM.

fees billed for professional services provided by the principal accountant, other than the services reported above, for the fiscal years

ending December 31, 2022 and 2021 were $0 and $135,208, respectively, for RBSM.

These fees were related to the audit of Empire Services,

Inc.’s financial statements for the years ended December 31, 2020 and 2019, along with the review of Empire’s financial statements

for the nine months ended September 30, 2021.

Company’s Audit Committee approves all auditing services and the terms thereof and non-audit services (other than non-audit services

published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Pubic Company Accounting Oversight Board)

to be provided to the Company by the independent auditor;

provided, however, the pre-approval requirement is waived with respect to the

provisions of non-audit services for the Company if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act

are satisfied.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

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

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

Financial Statement Schedules.

3 unchanged sentences

Plan of Reorganization, dated March 18, 2014.

June 13, 2014

Agreement and Plan of Merger between MassRoots, Inc.

2 unchanged sentences

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

December 16, 2016

Agreement and Plan of Merger between MassRoots, Inc.

3 unchanged sentences

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.

February 12, 2019

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.

October 6, 2021

Second Amended and Restated Certificate of Incorporation of the Registrant

June 19, 2018

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant

February 25, 2022

Amended and Restated Bylaws of the Registrant.

November 29, 2022

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.

July 14, 2017

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

July 12, 2019

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

July 12, 2019

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

July 22, 2019

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

July 16, 2020

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

December 18, 2020

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

April 16, 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 X Convertible Preferred Stock filed with the Secretary of State on May 24, 2021

2 unchanged sentences

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

October 6, 2021

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

October 20, 2021

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

December 17, 2021

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

February 25, 2022

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

February 25, 2022

Form of Common Stock Certificate.

June 13, 2014

Description of Registrant’s Securities (included herewith)

Form of Warrant dated March 2016.

March 18, 2016

Form of Warrant utilized by Service Providers.

April 11, 2016

Form of Warrant dated July 2017.

July 24, 2017

Form of Common Stock Purchase Warrant dated August 2017.

August 18, 2017

Form of Warrant dated December 2017.

December 14, 2017

Form of Warrant dated December 2017.

December 29, 2017

Form of Warrant dated January 2018.

January 31, 2018

Form of Warrant dated July 2019.

July 12, 2019

2014 Stock Incentive Plan and form of agreements thereunder.

June 13, 2014

2015 Stock Incentive Plan and form of agreements thereunder.

March 30, 2016

2016 Stock Incentive Plan and form of agreements thereunder.

September 23, 2016

2017 Equity Incentive Plan and form of agreements thereunder.

December 9, 2016

2018 Equity Incentive Plan and form of agreements thereunder.

2021 Equity Incentive Plan and form of agreements thereunder.

July 12, 2021

Form of Securities Purchase Agreement dated March 2016.

March 18, 2016

Form of Securities Purchase Agreement dated August 2017.

August 18, 2017

Securities Purchase Agreement dated May 16, 2019.

Form of Securities Purchase Agreement dated January 2018.

January 31, 2018

Form of Series X Securities Purchase Agreement.

December 18, 2020

Form of Securities Purchase Agreement dated December 17, 2018.

December 20, 2018

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

2 unchanged sentences

Form of Subscription Agreement dated July 2017.

July 24, 2017

Form of Subscription Agreement dated December 2017.

December 29, 2017

Form of Subscription Agreement.

July 12, 2019

Form of Security Agreement dated August 2017.

August 18, 2017

Form of Security Agreement dated December 17, 2018.

December 20, 2018

Form of Amended and Restated Simple Agreement for Future Tokens.

February 14, 2018

Form of Director Separation Agreement.

December 14, 2017

Form of Separation Agreement.

December 14, 2017

Form of Separation Agreement.

July 22, 2019

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.

December 14, 2017

Form of Secured Convertible Promissory Note.

December 20, 2018

Convertible Promissory Note dated May 16, 2019.

Form of Exchange Agreement.

July 12, 2019

Form of Convertible Note.

November 26, 2019

Form of Series A Exchange Agreement.

April 21, 2020

Form of Series A Convertible Note.

April 21, 2020

Form of Series B Exchange Agreement.

April 21, 2020

Form of Series B Convertible Note.

April 21, 2020

Form of December Note.

April 21, 2020

Form of January Note.

April 21, 2020

Form of First March Note.

April 21, 2020

Form of Second March Note.

April 21, 2020

Form of April Note.

April 21, 2020

Form of Notes.

September 4, 2020

Form of September Note.

September 4, 2020

Form of Securities Exchange Agreement.

April 15, 2021

2021 Equity Incentive Plan

July 12, 2021

Employment Agreement by and between the Company and Danny Meeks

October 6, 2021

Form of Warrant

December 6, 2021

Form of Senior Note

December 6, 2021

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

and the parties thereto

December 6, 2021

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

and the parties thereto

December 6, 2021

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

and the parties thereto

December 6, 2021

Code of Ethics of the Company.

April 1, 2015

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

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 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.

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

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

filed herewith.

Denotes 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.

Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 31st day of March, 2023.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

Executive Officer

Executive Officer)

Chief Financial Officer

Financial Officer

Financial and Accounting Officer)

1 unchanged sentence

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 Executive Officer

(Principal Executive Officer) and

March 31, 2023

Chairman of the Board of

Chief Financial Officer

Financial and Accounting Officer)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

March 31, 2023

Ashley Sickles

(Principal Financial and

Accounting Officer)

Bryan Plumlee

March 31, 2023

Bryan Plumlee

March 31, 2023

Cheryl Lanthorn

March 31, 2023

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Technology Solutions, Inc.

MassRoots, Inc.)

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

(the “Company”) as of December

31, 2022 and 2021 and the related statements of operations, stockholders’ equity (deficit) and cash flows for each of the years

in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the financial statements).

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

2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022,

1 unchanged sentence

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.

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

As discussed in Note

2 to the financial statements, the Company 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 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.

29 unchanged sentences

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

of Intangibles and Goodwill – Refer Note 3 and 4

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.

discussed in Note 3 and 4, to the financial statements, the Company’s intangibles assets consisted of Licenses of $18.6 million,

Intellectual property of $2.3 million, Customer base of $1.9 million and Goodwill of $0.

Management tests goodwill and indefinite live

intangible annually for impairment of value or more frequently when potential impairment triggering events are present.

Goodwill is tested

for impairment by comparing the estimated fair value of a reporting unit to its carrying value.

Management uses a weighted market and

income approach to estimate the fair value of its reporting units.

Management’s market approach is based on the enterprise value.

Management’s income approach is based on a discounted cash flow model.

The key assumptions and estimates utilized in the income

approaches primarily include discount rates, and future levels of revenue growth, capital expenditure, working capital, discount rates

and operating margins.

principal considerations for our determination that performing procedures relating to the impairment of goodwill is a critical audit

matter because (i) the assumptions as described above involve high levels of management judgment;

(ii) the high degree of auditor judgment,

subjectivity and effort in performing procedures and evaluating the significant assumptions used in management’s valuation methods;

and (iii) the audit effort involved in the use of professionals with specialized skill and knowledge.

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.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial

These procedures included the following:

management’s process for determining the fair value estimates;

the appropriateness of the weighted market and income approaches;

the completeness and accuracy of the underlying data used in the market and income approaches;

evaluated the reasonableness of significant assumptions used by management related to future levels of revenue growth, capital expenditure,

working capital, discount rates and discount rates.

management’s assumptions related to the future levels of revenue growth, capital expenditure, working capital, discount rates

and operating margins involved evaluating whether the assumptions were reasonable considering (i) current and past performance;

the consistency with external market and industry data;

and (iii) whether these assumptions were consistent with evidence obtained

in other areas of the audit.

Professionals

with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the weighted market and income

approaches and (ii) the reasonableness of significant assumptions.

have served as the Company’s auditor since 2017.

Las Vegas, Nevada

TECHNOLOGY SOLUTIONS, INC.

MASSROOTS, INC.)

BALANCE SHEETS

Current assets:

Accounts receivable

Prepaid expenses

1 unchanged sentence

Property and equipment, net

Advance for asset

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

4 unchanged sentences

Security deposit

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

1 unchanged sentence

Accrued payroll and related expenses

Contract liabilities

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

of $ 11,724 and $ 0 , respectively

Contract liability

Factoring, net of unamortized debt discount of $ 1,221,022 and $ 0 , respectively

Non-convertible notes payable, current portion, net of unamortized debt discount of $ 500,250 and $ 11,724 , respectively

Derivative liabilities

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

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

Due to related parties

6 unchanged sentences

Non-convertible notes payable, net of unamortized debt discount of $ 1,965,113 and $ 0 , respectively

PPP note payable

Total liabilities

Commitments and contingencies (See Note 8)

Stockholders’ deficit:

Stockholders’ equity (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;

and 654.781794

shares issued, respectively

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

322 and 500 shares issued and outstanding, respectively

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

shares issued and outstanding, respectively

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

issued and outstanding

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

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, $ 0.001 par value, 1,200,000,000 shares authorized;

10,962,319 and 3,331,916 shares issued and outstanding, respectively

Common stock to be issued, 0 and 8,500 shares, respectively

Additional paid in capital

Discount on preferred stock

( 20,973,776 )

Accumulated deficit

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( 298,409,685 )

Total stockholders’ deficit

( 23,348,062 )

Total stockholders’ equity (deficit)

( 23,348,062 )

Total liabilities and stockholders’ deficit

Total liabilities and stockholders’ equity

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

TECHNOLOGY SOLUTIONS, INC.

MASSROOTS, INC.)

STATEMENTS OF OPERATIONS

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Payroll and related expense

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

Rent, utilities and property maintenance

Environmental remediation expense

Hauling and equipment maintenance

Impairment of Intangible Assets

Depreciation and amortization expense

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( 171,343,164 )

( 170,319,590 )

Change in fair value of derivative liabilities

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 (loss) 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

Warrant expense for liquidated damages settlement

( 7,408,681 )

Gain on forgiveness of debt

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( 1,632,421 )

Deemed dividend resulting from amortization of preferred stock discount

Deemed dividend for Series Z price protection trigger upon uplisting

( 7,237,572 )

Deemed dividend for triggering of warrant price protection upon uplisting

( 21,115,910 )

Deemed dividend for repricing of certain warrants for liquidated damages waiver

Deemed dividend resulting from amortization of preferred stock discount

( 34,798,923 )

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 Income (Loss) Available to Common Stockholders

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TECHNOLOGY SOLUTIONS, INC.

MASSROOTS, INC.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

at December 31, 2019

Preferred Stock

Balance at December 31, 2020

$ 284,420,948

$ ( 20,973,776 )

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

$ ( 301,185,712 )

note issued to CFO with BCF

$ ( 37,733,852 )

Issuance of common shares previously

Issuance of common shares for

services rendered

Common shares issued upon conversion

of convertible notes

Cancelation of common shares

and warrants in exchange for cash paid per cancelation agreement

Sale of Series X preferred

BCF recognized upon issuance

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

$ ( 2,852,500 )

dividend resulting from amortization of preferred stock discount

Series Y preferred shares issued

in exchange for convertible notes, accrued interest and warrants

BCF recognized upon issuance

of Series Y preferred shares

$ ( 10,972,647 )

Deemed dividend resulting from

amortization of preferred stock discount

$ ( 34,798,923 )

Series Z preferred shares issued

as equity kicker for note payable

Series Z preferred shares issued

as part of settlement agmt

Common shares issued in business

Common shares to be issued

canceled for no consideration

( 3,012,749 )

at December 31, 2020

$ ( 3,013.00 )

Redemption of Series X preferred

$ ( 501,463 )

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

Deemed dividend resulting from

redemption of Series X preferred shares

$ ( 3,326,237 )

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

recognized upon issuance of Series Y preferred shares

Redemption of Series Y preferred

( 720.515674 )

dividend resulting from amortization of preferred stock discount

$ ( 11,095,941 )

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

$ ( 11,095,942 )

of Series X preferred shares

dividend resulting from redemption of Series X preferred shares

Deemed dividend resulting from

redemption of Series Y preferred shares

$ ( 35,881,134 )

of Series Y preferred shares

Series C preferred shares contributed

back to the Company and promptly retired

$ ( 1,632,421 )

Balance at December 31, 2021

$ 275,058,282

dividend resulting from redemption of Series Y preferred shares

$ ( 298,409,685 )

C preferred shares contributed back to the Company and promptly retired

$ ( 23,348,062 )

Issuance of common stock previously

recorded as to be issued

Elimination of derivative liabilities

for authorized share shortfall

Issuance of common stock upon

conversion of convertible debt at uplisting

Issuance of common stock upon

conversion of Series Z Preferred

Warrant expense for liquidated

damages waiver

Deemed dividend for Series

Z price protection trigger upon uplisting

$ ( 7,237,572 )

at December 31, 2021

Deemed dividend for repricing

& issuance of additional warrants upon uplisting

$ ( 21,115,910 )

Deemed dividend for repricing

of certain warrants for liquidated damages waiver

$ ( 462,556 )

$ ( 35,043,290 )

Balance at December 31,

$ 377,595,618

$ ( 362,269,015 )

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

TECHNOLOGY SOLUTIONS, INC.

MASSROOTS, INC.)

STATEMENTS OF CASHFLOWS

For the Year Ended December 31,

Cash flows from operating activities:

STATEMENTS OF CASH FLOWS

the Year Ended December 31,

flows from operating activities:

$ ( 35,043,290 )

$ ( 1,632,421 )

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

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

Amortization of intangible assets

on property and equipment

of right of use assets

of right of use assets, related-party

Impairment on goodwill

in derivative liability for authorized shares shortfall

and amortization of debt discount

loss on conversion of convertible notes payable

( 2,625,378 )

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 )

Gain on settlement of non-convertible notes

expense for liquidated damages settlement

on forgiveness of debt

paid directly by non-convertible noteholder on behalf of company

in operating assets and liabilities:

Change in fair value of derivative liabilities

Change in derivative liability for authorized shares shortfall

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

payable and accrued expenses

payroll and related expenses

Due to related party

payments made on operating lease liabilities

( 2,434,068 )

payments made on operating lease liabilities, related-party

Environmental

cash used in operating activities

( 2,609,173 )

Gain on forgiveness of debt

Share-based compensation

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

Changes in operating assets and liabilities:

Prepaid expenses

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 )

flows from investing activities:

of property and equipment

( 5,936,027 )

Cash flows from investing activities:

Purchases of property and equipment

Cash acquired in acquisition

Net cash used in investing activities

Cash flows from financing activities:

Bank overdrafts

Proceeds from sale of Series X preferred shares

Proceeds from issuance of convertible notes payable

Repayments of convertible notes payable as part of settlements

acquired in acquisition

cash used in investing activities

( 5,936,027 )

Proceeds from issuance of non-convertible notes payable

Repayments of non-convertible notes payable

flows from financing activities:

from sale of Series X preferred shares

from issuance of convertible notes payable

of convertible notes payable as part of settlements

( 2,503,300 )

Proceeds from advances

from issuance of non-convertible notes payable

of non-convertible notes payable

( 5,629,455 )

Repayments of notes

from factoring advances

of factoring advances

( 2,381,089 )

( 4,165,973 )

Repayments of advances

paid in cancelation of common shares and warrants

of Series X preferred shares for cash

of Series Y preferred shares for cash

( 11,095,942 )

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

from advances from related parties

cash provided by financing activities

(decrease) increase in cash

( 2,136,489 )

Proceeds from advances from related parties

Proceeds from PPP note payable

Net cash provided by financing activities

Net increase in cash

Cash, beginning of year

Cash, end of year

Supplemental disclosures of cash flow information:

Cash paid during period for interest

Cash paid during period for taxes

Supplemental disclosure of non-cash investing and financing activities:

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

beginning of year

disclosures of cash flow information:

paid during period for interest

paid during period for taxes

disclosure of non-cash investing and financing activities:

Reclassification

of derivative liability to additional paid in capital due to resolution of authorized share shortfall

dividend for warrant repricing at uplisting

dividend for price protection trigger in Series Z Preferred at uplisting

purchased by issuance of non-convertible notes payable

in right of use assets and operating lease liabilities

proceeds utilized for payoff of factoring liabilities

purchased with deed of trust notes

for asset by issuance of notes payable

dividend for repricing of certain warrants for liquidated damages waiver

shares issued upon conversion of convertible notes and accrued interest

stock issued upon conversion of Series Z Preferred

of common shares previously to be issued

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

dividend resulting from redemption of Series X shares

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

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

Z preferred shares issued as part of settlement agreement

Nonconvertible

notes rolled into convertible notes

dividend resulting from redemption of Series X shares

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

paid directly by CEO on behalf of company

Z preferred shares issued as equity kicker for note payable

paid directly by non-convertible noteholder on behalf of company

accrued interest to convertible notes payable

shares to be issued canceled for no consideration

Series C shares contributed back to the Company for no consideration

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

TECHNOLOGY SOLUTIONS, INC.

MassRoots, Inc.)

to Consolidated Financial Statements

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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.

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

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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.

Liverman Metal Recycling, Inc., Empire Staffing, LLC, and Greenwave Elite Sports Facility, Inc., our wholly owned subsidiaries.

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.

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.

of December 31, 2022, the Company had cash of $ 821,804 and a working capital deficit (current liabilities in excess of current assets)

of $( 17,773,380 ).

During the year ended December 31, 2022, the net cash used in operating activities was $ ( 2,609,173 ) .

The accumulated

deficit as of December 31, 2022 was $ ( 362,269,015 ) .

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, 2022, the Company received proceeds of $ 2,725,000 and $ 6,518,310 from the issuance of non-convertible notes

and factoring advances, respectively.

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

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

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.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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

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 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.

preparation of financial 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 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.

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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, 2021 and 2020,

the uninsured balances amounted to $ 2,727,928

respectively.

limit of $ 250,000 per bank.

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

At December 31, 2022 and 2021, the uninsured balances amounted to $ 434,399 and $ 2,727,928 , respectively.

and Equipment, net

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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.

Our property and equipment is pledged as collateral for

certain non-convertible notes, see “Note 9 – Advances, Non-Convertible and PPP Notes Payable.”

Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers.

Party Transactions

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 the Company.

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

Note 20 – Related Party Transactions.

Company 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 rate.

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

over the lease term.

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

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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.

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 13 – 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.

Protection Program Notes

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.

“Note 9 – Advances, Non-Convertible and PPP Notes Payable.”

and Contingencies

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.

See Note 12 – 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”)

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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.

Identify the contract(s)

with a customer;

Identify the performance

obligation in the contract;

Determine the transaction

Allocate the transaction

price to the performance obligations in the contract;

Recognize revenue when

(or as) the Company satisfies a performance obligation.

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

and non-ferrous metals to customers.

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

As of December 31, 2022 and 2021, 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

had a contract liability of $ 25,000 and $ 25,000 , respectively, for contracts under which the customer had paid for and the Company had

not yet delivered.

following table details our contract liability activity for the years ended December 31, 2021 and 2022:

OF CONTRACT LIABILITY

December 31, 2020

transfers in due to new contract liabilities

transfers out to revenue

December 31, 2021

transfers in due to new contract liabilities

transfers out to revenue

December 31, 2022

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

the value of the inventories on hand, 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

We calculate the cost of

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

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31, 2022 and 2021.

See “Note 6 – Inventories.”

Company charges the costs of advertising to expense as incurred.

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in different periods.

Business Combinations

See “Note 19 – Income Taxes.”

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

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Acquisition-related costs are expensed as incurred.

Empire Acquisition.”

See “Note 4— Empire Acquisition.”

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial

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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:

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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.

At December 31, 2022 and 2021, the Company had accruals reported on the balance sheet as current liabilities of $ 0 and $ 22,207 ,

respectively.

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

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would not be included in our current liabilities.

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

believes its environmental remediation liabilities were resolved in fiscal year 2022.

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

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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.

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

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 8 – Amortization

of Intangible Assets.

Lived Intangibles and Goodwill

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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.

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.

During the fiscal

years ended December 31, 2022 and 2021, the Company recorded $ 2,499,753

in impairment expense related to intangibles and goodwill and $ 2,958,500

and $ 739,625

in amortization of intangible assets, respectively.

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.

The annual 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 test.

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.

The amount 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):

the Test for Goodwill Impairment.

ASU 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.

Thus, 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.

Our annual measurement

date for testing goodwill impairment is December 31.

None of the goodwill is deductible for income tax

During the fiscal years ended December 31, 2022 and 2021, the Company recorded $ 2,499,753

and $ 0 in impairment expense related

to goodwill, respectively.

As of December 31, 2022 and 2021, the carrying value of goodwill was $ 0

and $ 2,499,753 , respectively.

Factoring Agreements

have entered into factoring agreements with various financial institutions to receive cash for our future revenues.

These transactions

are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and

We utilize factoring arrangements as an integral part of our financing for working capital.

Any change in the availability of these

factoring arrangements could have a material adverse effect on our financial condition.

As of December 31, 2022 and 2021, the Company

owed $ 4,893,207 and $ 0 , net debt discounts of $ 1,221,022 and $ 0 , respectively for factoring advances.

See “Note 9 – Advances,

Non-Convertible and PPP Notes Payable.”

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

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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

Options to purchase common shares

Warrants to purchase common shares

Common shares issuable upon conversion of preferred stock

Total potentially dilutive shares

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

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).

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

shares issuable upon conversion of convertible notes

to purchase common shares

shares issuable upon conversion of preferred stock

potentially dilutive shares

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, 2022 and 2021.

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.

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

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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.

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

and related disclosures.

October 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

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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.

Company is currently evaluating the adoption of ASU 2021-08 on its consolidated financial statements and related disclosures.

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

1 unchanged sentence

or cash flows.

4 – ACQUSITION OF EMPIRE

4 – ACQUISITION 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.

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

1 unchanged sentence

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.

and selling both processed and unprocessed scrap metals to steel mills and other purchasers across the country.

Empire utilizes technology

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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

SCHEDULE OF BUSINESS ACQUISITION

receivable – related party

and equipment, net

of use and other assets

assets acquired at fair value

and environmental remediation liabilities

liabilities assumed

Accounts payable

Advances and environmental remediation liabilities

Other liabilities

Total liabilities assumed

Net assets acquired

assets acquired

consideration paid:

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.

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

the beginning of the following period:

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA

December 31, 2021

Net Income (Loss) Available to Common Shareholders

$ ( 115,372,857 )

Net Basic Earnings (Loss) per Share

Income (Loss) Available to Common Shareholders

Basic Earnings (Loss) per Share

Diluted Earnings (Loss) per Share

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of the periods presented and is not intended to be a projection of future results.

5 – CONCENTRATIONS OF RISK

Concentrations

Company has a concentration of suppliers.

During the year ended December 31, 2022, two suppliers accounted for $ 1,114,265.68 and $ 639,676.14 ,

or 5.3 % and 3 % , respectively of the scrap metal purchases made by the Company.

There was not a concentration of suppliers during the

year ended December 31, 2021.

Company has a concentration of credit risk with its accounts receivable balance.

One customer accounted for $ 164,932 , or 77 % , of our

accounts receivable at December 31, 2022.

For the fiscal year ended December 31, 2021, the Company did not have any accounts receivable.

Concentrations

Company has a concentration of customers.

For the fiscal year ended December 31, 2022, certain large customers individually accounted

for $ 17,962,176 , $ 5,332,834 , and $ 4,301,328 , or approximately 53 % , 16 % , and 13 % of our revenues, respectively.

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.

6 – INVENTORIES

consisted of the following as of:

OF INVENTORIES

and unprocessed scrap metal

7 – PROPERTY AND 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:

$ 5,511,568 with accumulated depreciation of $ 2,287,231 .

Property and equipment as of December 31, 2022 and 2021 is summarized as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

accumulated depreciation

( 2,546,486 )

Less accumulated depreciation

( 1,911,719 )

Property and equipment, net

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.

and equipment, net

expense for the years ended December 31, 2022 and 2021 was $ 875,809

and $ 149,156 ,

respectively.

Impairment of equipment and land expense for the years ended December 31, 2022 and 2021 was $ 227,185

and $ 388,877 ,

respectively.

As of December 31, 2022, the Company’s lenders had advanced $ 1,193,380

for equipment which had not yet been delivered to the Company.

8 – 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

$ ( 759,000 )

( 2,659,250 )

finite-lived intangibles

( 3,698,125 )

intangible assets, net

$ ( 3,698,125 )

$ ( 151,800 )

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 8.12

years as of December 31, 2022.

There were no intangible assets acquired during the year ended December 31, 2022.

Amortization expense for intangible assets was $ 2,958,500

and $ 739,625

for the years ended December 31, 2022 and 2021,

respectively.

Total estimated amortization expense for our intangible assets for the years 2023 through 2027 is as follows:

OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS

ended December 31,

9 – 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 2018.

As of December 31, 2021

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.

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

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The Company made payments

of $ 4,104,334 towards

these advances during the year ended December 31, 2021.

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, 2021 to December 8, 2021.

The Company realized an aggregate gain on the settlement of these advances of $ 871,606 from November

30 to December 8, 2021.

August 2, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,587,500 for a purchase price of $ 1,225,000 .

The Company’s Chief Executive Officer was personally liable for this factoring advance.

The Company was required to make weekly

payments in the amount $ 37,798 through June 2023.

The revenue factoring advance had a maturity date of June 4, 2023.

There was amortization

of debt discount of $ 362,500 and a gain on settlement of debt of $ 187,505 , respectively, during the year ended December 31, 2022.

Company made repayments of $ 1,399,995 during the year ended December 31, 2022.

As of December 31, 2022, the revenue factoring advance

had a balance of $ 0 net an unamortized debt discount of $ 0 .

August 3, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 952,500 for a purchase price of $ 735,000 .

The Company’s Chief Executive Officer was personally liable for this factoring advance.

The Company was required to make weekly

payments in the amount $ 22,679 through June 2023.

The advance had a maturity of June 4, 2023.

There was amortization of debt discount

of $ 217,500 during the year ended December 31, 2022.

The Company made repayments of $ 952,500 during the year ended December 31, 2022.

As of December 31, 2022, the revenue factoring advance had a balance of $ 0 net an unamortized

debt discount of $ 0 .

September 28, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,815,000 for a purchase price of

$ 1,477,500 .

The Company’s Chief Executive Officer

was personally liable for this factoring advance.

The Company was required to make weekly payments

in the amount $ 36,012 through September 2023.

The advance had a maturity of October 18, 2023.

There was amortization of debt discount

of $ 337,500 and a gain of settlement of debt of $ 165,000 during the year ended December 31, 2022.

The Company made repayments

of $ 1,650,000 during the year ended December 31, 2022.

As of December 31, 2022, the revenue factoring

advance had a balance of $ 0 net an unamortized debt discount of $ 0 .

December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 3,025,000 for a purchase price of

$ 2,500,000 .

The Company’s Chief Executive Officer

is personally liable for this factoring advance.

The Company is required to make weekly payments

in the amount $ 60,020 through December 2023.

The advance matures on December 15, 2023.

There was amortization of debt discount of $ 32,460

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.

during the year ended December 31, 2022.

The Company made repayments of $ 180,060 during the year ended December 31, 2022.

of December 31, 2022, the revenue factoring advance had a balance of $ 2,352,000 net an unamortized debt discount of $ 492,540 .

December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,815,000 for a purchase price of

$ 1,470,000 .

The Company’s Chief Executive Officer

is personally liable for this factoring advance.

The Company is required to make weekly payments

in the amount $ 34,904 through December 2023.

The advance matures on December 15, 2023.

There was amortization of debt discount of $ 21,330

during the year ended December 31, 2022.

The Company made repayments of $ 104,712 during the year ended December 31, 2022.

of December 31, 2022, the revenue factoring advance had a balance of $ 1,386,619 net an unamortized debt discount of $ 323,670 .

December 29, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,474,000 for a purchase price of

$ 1,067,000 .

The Company’s Chief Executive Officer

is personally liable for this factoring advance.

The Company is required to make weekly payments

in the amount $ 28,346 through January 2024.

The advance matures on January 4, 2024.

There was amortization of debt discount of $ 2,188

during the year ended December 31, 2022.

As of December 31, 2022, the revenue factoring advance had a balance of $ 1,069,188 net an unamortized

debt discount of $ 404,812 .

remaining advances are 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 2018.

As of December 31, 2022, the Company owed $ 85,000 for Simple Agreements for Future Tokens.

Non-Convertible

1 unchanged sentence

the year ended December 31, 2022 and 2021, the Company received proceeds from the issuance of non-convertible notes of $ 2,725,000 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.

$ 1,465,053 , had $ 0 and $ 1,515,778 in intercompany loans eliminated, and repaid an aggregate of $ 212,249 and $ 5,629,455 , respectively,

of non-convertible notes.

Included in the years ended December 31, 2022 and 2021 were $ 0 and $ 24,647 , respectively, of advances from

and $ 0 and $ 59,103 of 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

3 unchanged sentences

to him (including principal of $ 79,000 and accrued interest of $ 63,055 ), resulting in gain on forgiveness of debt of $ 142,055 .

was fully satisfied and retired as of December 31, 2021.

May 4, 2020, the Company received proceeds of $ 50,000 from a PPP note.

4 unchanged sentences

31, 2021, the Company owed $ 0 and $ 0 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 .

This note was fully

satisfied and retired as of December 31, 2021.

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.

note with an interest rate of 10.495 % and a maturity date of August 5, 2022 .

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

The Company made payments towards the principal and interest of the note of $ 37,800 from October 1 to November 30, 2021.

was amortization of debt discount on the note of $ 56,820 from October 1 to November 30, 2021.

The Company 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 .

note with an interest rate of 10.495 % and a maturity date of November 15, 2025 .

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.

The Company made payments towards the principal and interest of the note of $ 9,070 from October 1 to November 30, 2021.

There was amortization

of debt discount on the note of $ 74,113 from October 1 to November 30, 2021.

The Company paid $ 507,880 to settle the note on November

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 .

note with an interest rate of 4.75 % and a maturity date of December 30, 2023 .

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.

The Company made payments towards the principal and interest of the note of $ 48,000 from October 1 to November 30, 2021.

interest expense of $ 11,907 from October 1 to November 30, 2021.

The 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.

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, 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 .

promissory note with an interest rate of 4.75 % and a maturity date of January 30, 2024 .

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

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.

There was an interest expense of $ 2,146 from October 1 to November 30, 2021.

The Company paid $ 996,554

to settle the note on November 30, 2021.

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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 .

note with an interest rate of 10.495 % and a maturity date of September 12, 2024 .

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.

The Company made payments towards the principal and interest of the note of $ 6,995 from October 1 to November 30, 2021.

There was amortization

of debt discount on the note of $ 38,158 from October 1 to November 30, 2021.

The Company paid $ 234,914 to settle the note on November

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 .

note with an interest rate of 10.015 % and a maturity date of November 5, 2023.

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.

The Company made payments towards the principal and interest of the note of $ 7,610 from October 1 to November 30, 2021.

There was amortization

of debt discount on the note of $ 24,898 from October 1 to November 30, 2021.

The Company paid $ 195,896 to settle the note on November

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

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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 .

note with an interest rate of 10.015 % and a maturity date of June 21, 2024 .

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.

The Company made payments towards the principal and interest of the note of $ 14,500 from October 1 to November 30, 2021.

There was amortization

of debt discount on the note of $ 61,799 from October 1 to November 30, 2021.

The Company paid $ 460,453 to settle the note on November

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 .

note with an interest rate of 10.015 % with a maturity date of June 21, 2024 .

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.

The Company made payments towards the principal and interest of the note of $ 5,625 from October 1 to November 30, 2021.

There was amortization

of debt discount on the note of $ 23,982 from October 1 to November 30, 2021.

The Company paid $ 186,087 to settle the note on November

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 .

note with an interest rate of 10.015 % and a maturity date of August 23, 2024 .

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.

The Company made payments towards the principal and interest of the note of $ 7,150 from October 1 to November 30, 2021.

There was amortization

of debt discount on the note of $ 34,364 from October 1 to November 30, 2021.

The Company paid $ 239,608 to settle the note on November

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 .

note with an interest rate of 10.015 % and a maturity date of September 7, 2024 .

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 .

was amortization of debt discount on the note of $ 19,560 from October 1 to November 30, 2021.

The Company 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

12 – Commitments and Contingencies ).

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.

There was amortization of the debt discount of $ 10,297

the years ended December 31, 2022 and 2021, respectively.

During the years ended December 31, 2022 and 2021, the Company made $ 165,000

payments, respectively towards the Resolution Agreement.

As of December 31, 2022 and 2021, the Resolution Agreement had a balance of

net an unamortized debt discount of $ 1,716

respectively.

January 24, 2022, the Company settled a non-convertible note in the principal amount of $ 55,000 with accrued interest and penalties of

$ 358,420 for a cash payment of $ 250,000 .

The Company realized a gain on settlement of debt of debt of $ 163,420 .

This was accounted for

as a debt extinguishment.

This note was fully satisfied and retired as of December 31, 2022.

April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the

Company’s Chief Executive Officer in the principal amount of $ 74,186 .

GM Financial financed $ 65,000 of the purchase price of the

vehicle and the Company was required to make a $ 10,000 down payment.

There was a $ 2,400 rebate applied to the purchase price.

is required to make 60 monthly payments of $ 1,236 .

During the year ended December 31, 2022, the Company made $ 6,182 in payments towards

the financing agreement.

There was amortization of debt discount of $ 1,296 during the year ended December 31, 2022.

As of December 31,

2022, the financing agreement had a balance of $ 60,114 , net an unamortized debt discount of $ 7,890 .

April 21, 2022, the Company entered into a secured promissory note in the principal amount of $ 964,470 for the financing and installation

of a piece of equipment in the amount $ 750,000 .

The Company is required to make monthly payments in the amount $ 6,665 through October

2022 and monthly payments of $ 19,260 until October 2026.

The note bears an interest rate of 10.6 % , is secured by certain assets of the

Company, and matures on October 21, 2026 .

During the year ended December 31, 2022, the Company made $ 46,655 in payments towards the note.

There was amortization of debt discount of $ 34,440 during the year ended December 31, 2022.

As of December 31, 2022, the note had a balance

of $ 732,550 net an unamortized debt discount of $ 180,030 .

September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings.

The note has a principal amount

of $ 600,000 , bears an interest rate of 6.5 % , and matures on September 1, 2032 .

The Company is required to make monthly payments of $ 4,476

until September 1, 2032, when the remaining principal and accrued interest becomes due.

The Company made principal and interest payments

of $ 4,046 and $ 9,382 , respectively, during the year ended December 31, 2022.

As of December 31, 2022, the note had a principal balance

of $ 595,954 and accrued interest of $ 3,184 .

September 1, 2022, the Company entered into an additional Deed of Trust note for the purchase of land and buildings.

The note has a principal

amount of $ 600,000 , bears an interest rate of 6.5 % , and matures on September 1, 2032 .

The Company is required to make monthly payments

of $ 4,476 until September 1, 2032, when the remaining principal and accrued interest becomes due.

The Company made principal and interest

payments of $ 4,046 and $ 9,382 , respectively, during the year ended December 31, 2022.

As of December 31, 2022, the note had a principal

balance of $ 595,954 and accrued interest of $ 3,184 .

September 14, 2022, the Company entered into a secured promissory note in the principal amount of $ 2,980,692 for a purchase price of

$ 2,505,000 .

The note is secured by certain assets of the Company.

The Company is required to make monthly payments in the amount $ 82,797

through September 2025.

The note bears an interest rate of 10.6 % , is secured by certain assets of the Company, and matures on September

There was amortization of debt discount of $ 47,411 during the year ended December 31, 2022.

There were payments of $ 165,594

towards the note during the year ended December 31, 2022.

As of December 31, 2022, the note had a balance of $ 2,386,817 net an unamortized

debt discount of $ 428,281 .

November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,539,630 for a purchase price of $ 1,078,502 .

The note is secured by certain assets of the Company.

The Company is required to make monthly payments in the amount of $ 10,410 through

March 2023 and then monthly payments in the amount of $ 20,950 through March 2029.

The note bears an interest rate of 10.6 % , is secured

by certain assets of the Company, and matures on March 5, 2029.

There was amortization of debt discount of $ 6,618 during the year ended

December 31, 2022.

As of December 31, 2022, the note had a balance of $ 1,085,120 net an unamortized debt discount of $ 454,510 .

November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,560,090 for a purchase price of $ 1,092,910 .

The note is secured by certain assets of the Company.

The Company is required to make monthly payments in the amount of $ 10,630 through

March 2023 and then monthly payments in the amount of $ 21,225 through March 2029.

The note bears an interest rate of 10.6 % , is secured

by certain assets of the Company, and matures on March 5, 2029.

There was amortization of debt discount of $ 6,867 during the year ended

December 31, 2022.

As of December 31, 2022, the note had a balance of $ 1,099,614 net an unamortized debt discount of $ 460,476 .

November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,597,860 for a purchase price of $ 1,119,334 .

The note is secured by certain assets of the Company.

The Company is required to make monthly payments in the amount of $ 10,860 through

March 2023 and then monthly payments in the amount of $ 21,740 through March 2029.

The note bears an interest rate of 10.6 % , is secured

by certain assets of the Company, and matures on March 5, 2029.

There was amortization of debt discount of $ 6,867 during the year ended

December 31, 2022.

As of December 31, 2022, the note had a balance of $ 1,126,201 net an unamortized debt discount of $ 471,659 .

December 15, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,557,435 for a purchase price of $ 1,093,380 .

The note is secured by certain assets of the Company.

The Company is required to make monthly payments in the amount of $ 10,585 through

March 2023 and then monthly payments in the amount of $ 21,190 through March 2029.

The note bears an interest rate of 10.6 % , is secured

by certain assets of the Company, and matures on March 15, 2029.

There was amortization of debt discount of $ 3,254 during the year ended

December 31, 2022.

As of December 31, 2022, the note had a balance of $ 1,096,634 net an unamortized debt discount of $ 460,801 .

following table details the current and long-term principal due under non-convertible notes as of December 31, 2022.

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

Financial (Issued April 11, 2022)

Non-Convertible

Note (Issued March 8, 2019)

Mullin Resolution Agreement (Issued September 23, 2021)

of Trust Note (Issued September 1, 2022)

Finance Note (Issued April 21, 2022)

Finance Note (Issued September 14, 2022)

Finance Note (Issued November 28, 2022)

Finance Note (Issued December 15, 2022)

( 1,965,113 )

Principal of Non-Convertible Notes

principal payments due on non-convertible notes 2023 through 2027 and thereafter is as follows:

SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES

ended December 31,

10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts Payable

Accrued Interest

Accrued Expenses

Total Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

11 – ACCRUED PAYROLL AND RELATED EXPENSES

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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

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 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.

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 all its required payments under the Resolution Agreement .

DEQ Consent Order

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impact with the goal of minimizing the number of comments and citations received by the Department of Environmental Quality going forward.

As of December 31, 2022, the environmental remediation liabilities were fully satisfied.

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.

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.

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,

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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,

disclosed 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

(“Power Up”) filed a complaint against the Company and Isaac Dietrich, a former officer and director of the Company,

4 unchanged sentences

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

April 30, 2021, the Company entered into a settlement agreement (the “Settlement”) with PowerUp by accepting an offer communicated

to the Company via electronic mail.

6 unchanged sentences

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.

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”)

May 4, 2021, Trawick requested that the Clerk of the Court filed for entry an order to dismiss Trawick’s Lawsuit with prejudice.

June 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.

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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

The 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

5 unchanged sentences

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

July 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

10 unchanged sentences

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;

September 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).

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 16

– Stockholders’ Equity ).

The payment of $ 1,000,000 was made to Iroquois on October 5, 2021 due to an administrative delay.

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 it is a 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.

Under the terms of the

leases, Empire was required to pay an aggregate of $ 145,821 per month from January to March 2022.

On April 1, 2022, the Company entered

into amendments to the leases for its Kelford and Carrolton yards, increasing the monthly rent payments by an aggregate of $ 50,000 per

month for use of an automotive shredder and downstream processing system, respectively, being installed on those properties.

is required to pay $199,821 per month in rent for these facilities from April to December 2022 and increasing by 3% on January 1st of

every year thereafter .

On September 1, 2022, the Company terminated the lease for its Portsmouth yard on account of the Company purchasing

the land underlying the lease, reducing the lease payment by $ 11,200 per month.

The leases expire on January 1, 2024 and the Company

has two options to extend the leases by 5 years per option.

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 in ROU assets and $ 31,061 in 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 .

The lease expires on March 31, 2024 and 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 the office 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.

Under 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 January 1st of every

year thereafter .

The leases expire on January 1, 2024 and the Company has two options to extend the leases by 5 years per option.

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 .

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 was 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.

The Company cannot

sublease any of the office space 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 28340.

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 per option.

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.

October 13, 2022, the Company entered into an office space/land lease agreement for the leasing of 900 Broad Street, Suite C, Portsmouth,

Under the terms of the lease, the Company is required to pay $ 4,300 per month for the facility beginning November 1, 2022

and increasing by 3% on January 1, 2023 .

The lease expires on December 31, 2027 and the Company has two options to extend the lease by

5 years per option.

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 a month-to-month basis.

The Company cannot sublease the property under the lease agreement.

Leases (Operating Leases)

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 for 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 for any damage to the automobile under the

terms of the lease .

On April 1, 2021, Empire

entered into a lease agreement for the leasing of certain equipment.

Under the terms of the lease, Empire is required to pay $ 2,700 per

month thereafter for a period of 24 months.

The lease expires on March 31, 2023 and the Company does not have an option to renew or extend.

The Company is responsible to any damage to the equipment 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 .

July 1, 2022, Empire entered into a lease agreement for the leasing of certain equipment.

Under the terms of the lease, Empire was required

to pay $2,930 per month thereafter for a period of 24 months .

The lease expires on July 31, 2024 and the Company does not have an option

to renew or extend.

The Company is responsible to any damage to the equipment under the terms of the lease .

assets and liabilities consist of the following:

OF ASSETS AND LIABILITIES

assets – related party

portion of lease liabilities – related party

portion of lease liabilities

term lease liabilities – related party, net of current portion

term lease liabilities, net of current portion

lease liabilities

minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2022 were as follows:

OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS

ended December 31,

Minimum Lease Payments

Imputed Interest

$ ( 371,670 )

Value of Lease Payments

Current Portion

$ ( 2,974,377 )

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, 2022 and 2021 was $ 2,619,300 and $ 497,177 , respectively.

At December 31, 2022, the leases had a weighted average remaining lease

term of 1.1 years and a weighted average discount rate of 10 %.

14 – 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).

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;

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, 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

of $ 5,000 ) that matured July 25, 2019 and bearing a one-time interest fee of 10 %.

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 $ 22.50 per

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:

(a) $ 22.50 per share, subject to adjustment;

and (b) the Market Price (as defined

in the notes), 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 notes).

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 %.

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

original issuance discount of $ 39,000 ) that matured at dates ranging from July 15, 2019 to June 6, 2020 and accruing interest at rates

ranging from 5 % to 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 $ 22.50 per 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:

(a) $ 22.50 per share, subject to adjustment;

and (b) the Market Price (as defined in the notes), or a combination thereof.

Upon the occurrence of an event of default, the investors 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 notes).

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 %.

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

$ 24,826 of principal into an aggregate of 116,687 shares of common stock;

and one of the holders converted $ 168,820 of principal and

$ 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

original issuance discount of $ 9,900 , resulting in cash proceeds of $ 99,000 .

The notes matured on May 13, 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.

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,

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 .

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, 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

for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively.

The notes matured at dates

ranging from December 24, 2019 to May 18, 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 $1.50 per share, subject to adjustment.

In the event of default, the Outstanding Balance shall immediately increase to 130%

of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied.

For a period of two years from the

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

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

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

original issuance discount of $ 63,700 , resulting in cash proceeds of $ 637,000 .

The notes mature from July 2020 to March 2021 and

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 $ 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

to the conversion date.

Notwithstanding the foregoing, upon the occurrence of an event of default, the conversion price for the April

2020 notes, having an aggregate original principal amount of $ 330,000 , shall not be less than $ 0.30 .

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 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

in a gain on settlement of accounts payable of $ 15,000 .

The holder 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 $ 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

common stock during the 20 days prior to the conversion date.

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, 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 .

November 29, 2021, the Company entered into a securities purchase agreement with certain institutional investors (“Investors”).

Pursuant 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

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.

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 share 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 was extended by the Company on May 27, 2022 from May 30, 2022 to November 30, 2022, which was accounted

for as a debt modification.

The maturity date of the senior notes may be extended by the holders under other circumstances specified

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.

The warrants are

exercisable for five ( 5 ) years to purchase an aggregate of 2,514,331 shares of common stock at an exercise price per share 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

1 unchanged sentence

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).

Upon the consummation of a 1:300 reverse split on

February 17, 2022, the Company determined it had a sufficient number of authorized and unissued shares to cover all potential future

conversion transactions and the derivative liabilities were eliminated.

July 22, 2022, simultaneously with the listing of the Company’s common stock on Nasdaq, the Company issued 6,896,903 shares of

common stock for the conversion of its senior secured convertible notes in the principal amount of $ 37,714,966 together with accrued

interest in the amount of $ 1,470,884 .

The Company realized a gain on conversion of $ 2,625,378 .

September 12, 2022, in exchange for the waiver of liquidated damages in the amount of $ 2,726,022 due under the Registration Rights Agreement

dated November 29, 2021, by and among the Company and certain of its convertible note and warrant holders party thereto, the Company

reduced the exercise price of warrants to purchase 6,512,773 shares of common stock from $ 7.52 per share to $ 5.50 per share, in addition

to issuing additional warrants to purchase 2,726,022 shares of common stock at $ 5.50 per share.

The Company realized a deemed dividend

of $ 462,556 as result of the repricing of certain warrants.

The Company recorded an expense of $ 7,408,681 for the issuance of new warrants

for the waiver of liquidated damages.

maturity dates of the convertible notes outstanding at December 31, 2022 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.

Principal Outstanding

the year ended December 31, 2022, there was amortization of debt discount of $ 31,255,497 .

As of December 31, 2022 and 2021, the remaining

carrying value of the convertible notes was $ 0 and $ 6,459,469 , net of unamortized debt discount of $ 0 and $ 31,255,497 , respectively.

As of December 31, 2022 and 2021, accrued interest payable of $ 0 and $ 192,191 , respectively, was outstanding on the notes.

15 – 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

Pricing Model based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 119.33 % to 128.94 %, (3) risk-free

interest rate of 0.06 % to 1.56 %, and (4) expected life of 0.06 to 2.11 years.

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.

of December 31, 2021 the Company did not have sufficient authorized but unissued shares to satisfy the conversion or exercise of its

convertible notes, warrants, preferred shares, and options.

As such, the Company recorded a derivative liability for these instruments.

Upon the consummation of a 1:300 reverse stock split on February 17, 2022, the Company rectified this authorized share shortfall and

reclassified the carrying value of its derivative liabilities as of that date to additional paid in capital.

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

(1) dividend yield of 0 %, (2) expected volatility

of 110.59 % to 138.73 %, (3) risk-free interest rate of 0.07 % to 1.14 %, and (4) expected life of 0.50 to 5.0 years.

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 %

to 1.15 %, and (4) expected life of 0.41 to 5.0 years.

February 17, 2022, the Company estimated the fair value of the embedded derivatives of $ 29,759,766 using the Black-Scholes Pricing Model

based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 155.45 %, (3) risk-free interest rate of 0.06 %

to 1.85 %, and (4) expected life of 0.28 to 4.79 years.

Company adopted the provisions of ASC 825-10.

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OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS

Quoted Prices

Identical Assets

Derivative liability

Quoted Prices

Markets for Identical Assets

Derivative liability

for Identical Assets

following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended

1 unchanged sentence

OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES

Balance, December 31, 2019

Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions

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

December 31, 2020

in due to issuance of convertible notes and warrants with embedded conversion and reset provisions

out due to conversions of convertible notes and accrued interest into common shares

out due to exchanges of convertible notes, accrued interest and warrants into Series Y Preferred Shares

( 4,834,911 )

Derivative liability due to authorized shares shortfall

Mark to market to December 31, 2020

Balance, December 31, 2020

Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions

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

out due to cash payments made pursuant to settlement agreements

( 180,988,150 )

Transfers out due to cash payments made pursuant to settlement agreements

liability due to authorized shares shortfall

to market to December 31, 2021

December 31, 2021

out due to elimination of authorized share shortfall (reclassified to additional paid in capital)

( 29,759,766 )

Derivative liability due to authorized shares shortfall

Mark to market to December 31, 2021

Balance, December 31, 2021

Gain on change in derivative liabilities for the year ended December 31, 2021

to market to February 17, 2022

( 14,264,476 )

December 31, 2022

on change in derivative liabilities for the year ended December 31, 2022

in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period.

12 unchanged sentences

inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.

July 2022, convertible debt in the principal amount of $ 37,714,966 was converted into shares of common stock.

16 – 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.

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 3,334 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.

7 unchanged sentences

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 .

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.

8 unchanged sentences

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.

Accordingly, 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

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 .

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.

of December 31, 2022 and 2021, there were 0 and 0 shares, respectively, of Series X Preferred Stock outstanding.

December 30, 2020, the Company authorized the issuance of 1,000 shares of Series Y Preferred Stock, par value $ 0.001 per share.

4 unchanged sentences

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 ,

$ 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.

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

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 $ 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 .

a reduction of derivative liabilities related to the warrants of $ 72,892,563 , and a net gain on settlement of $ 162,132,350 .

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, 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 .

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

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

Accordingly, during the year 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.

of December 31, 2022 and 2021, there were 0 and 0 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 share.

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;

(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

$ 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

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;

(ii) 250 Series Z Preferred Shares having a fair value of $ 6,530,867 .

The 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.

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.

September 9, 2022, 117 shares of Series Z Preferred Stock were converted into 475,000 shares of common stock.

November 16, 2022, 61 shares of Series Z Preferred Stock were converted into 250,000 shares of common stock.

of December 31, 2022 and December 31, 2021, there were 322 and 500 shares of Series Z Preferred Stock issued and outstanding.

Company is authorized to issue 1,200,000,000 shares of common stock, par value $ 0.001 per share.

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

2 unchanged sentences

par value of the common shares to additional paid in capital.

the year ended December 31, 2022, the Company issued 8,500 shares of the Company’s common stock previously recorded as to be issued

as of December 31, 2021.

the year ended December 31, 2022, the Company issued 6,896,903 shares of the Company’s common stock for the conversion of convertible

debt in the principal amount of $ 37,714,966 , together with accrued interest in the amount

of $ 1,470,884 .

The Company recorded $ 2,625,378 gain on conversion and credited $ 36,553,575 to additional

paid in capital for this conversion.

the year ended December 31, 2022, the Company issued 725,000 shares of common stock for the conversion of 178 shares of Series Z Preferred

The Company credited additional paid in capital $ 725 for the par value of the common shares issued in this conversion.

of December 31, 2022 and 2021, there were 10,962,319 and 3,331,916 shares, respectively, of common stock issued and outstanding.

Paid in Capital

the year ended December 31, 2022, the Company credited additional paid in capital $ 21,115,910 for a deemed dividend for the trigger of

certain price protection provisions in certain warrants upon uplisting to Nasdaq and issuance of additional warrants upon uplisting.

See Note 17 – Warrants .

the year ended December 31, 2022, the Company credited additional paid in capital $ 7,237,572 for a deemed dividend for the trigger of

certain price protection provisions in its Series Z Preferred Stock upon uplisting to Nasdaq.

the year ended December 31, 2022, the Company credited additional paid in capital $ 7,408,681 for the fair value of warrants issued for

the waiver of certain liquidated damages.

See Note 17 – Warrants .

the year ended December 31, 2022, the Company credited additional paid in capital $ 462,556 for a deemed dividend for the voluntary repricing

of certain warrants for the waiver of certain liquidated damages.

See Note 17 – Warrants .

17 – 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 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 .

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.

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 .

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.

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;

(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

1 unchanged sentence

the year ended December 31, 2021, the Company issued warrants to purchase 200,000 shares of common stock as commission for an offering.

July 22, 2022, simultaneously with the listing of the Company’s common stock on Nasdaq, the price protection provision in certain

warrants were triggered, resulting in the purchase price per share of warrants to purchase 2,714,351

shares of common stock being reduced from $ 19.50 per

share to $ 7.52 per share, in addition to the issuance of additional warrants to purchase

4,316,474 shares of common stock at $ 7.52 per

The Company realized a deemed dividend of $ 21,115,910 as result of the repricing

of certain warrants and the issuance of additional warrants.

The price protection provision in the warrants expired as a result of the

Nasdaq listing.

September 12, 2022, in exchange for the waiver of certain liquidated damages due under the Registration Rights Agreement dated November

29, 2022, by and among the Company and certain of its convertible note and warrant holders party thereto, the Company reduced the exercise

price of warrants to purchase 6,572,773 shares of common stock from $ 7.52 per share to $ 5.50 per share, in addition to issuing additional

warrants to purchase 2,726,022 shares of common stock at $ 5.50 per share.

The Company realized a deemed dividend of $ 462,556 as result

of the repricing of certain warrants and a warrant expense for liquidated damages waiver for $ 7,408,681 for the issuance of new warrants.

summary of the warrant activity for the years ended December 31, 2022 and 2021 is as follows:

SCHEDULE OF WARRANT ACTIVITY

Outstanding at December 31, 2019

Canceled/Exchanged

( 49,216,499 )

Outstanding at December 31, 2020

Canceled/Exchanged

OF WARRANT ACTIVITY

at December 31, 2020

Expired/Canceled/Exchanged

( 8,365,013 )

Outstanding at December 31, 2021

Exercisable at December 31, 2021

at December 31, 2021

Expired/Canceled/Exchanged

at December 31, 2022

OF STOCK OUTSTANDING AND EXERCISABLE

Exercise Price

Weighted Avg.

Remaining Life

5.50 - 7.5282

5 unchanged sentences

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.

Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021

Equity Incentive Plan in September 2021 (the “2021 Plan” and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2018 Plan,

the “Prior Plans”), and our 2022 Equity Incentive Plan in November 2022 (“2022 Plan” , and together with the

Prior Plans, the “Plans”).

The Plans are identical, except for the number of shares reserved for issuance under each.

of December 31, 2022, the Company had granted an aggregate of 214,367 securities under the Plans since inception, with 567,300 shares

available for future issuances.

The Company made no grants under the plans during the years ended December 31, 2022 and 2021.

Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock

1 unchanged sentence

including officers, consultants and directors.

The Prior Plans also provide that the grant of performance stock awards may be paid out

in cash as determined by the committee administering the Prior Plans.

The Plans also provide that the grant of performance stock awards may be paid out in cash

as determined by the committee administering the Plans.

valuation models require the input of highly subjective assumptions.

6 unchanged sentences

OF STOCK OPTION ACTIVITY

Outstanding at December 31, 2019

at December 31, 2020

Forfeiture/Cancelled

Outstanding at December 31, 2020

at December 31, 2021

Forfeiture/Cancelled

Outstanding at December 31, 2021

Exercisable at December 31, 2021

at December 31, 2022

OF STOCK OUTSTANDING AND EXERCISABLE

Exercise Price

Remaining Life

$ 23.00 - 75.00

8 unchanged sentences

compensation expense of $ 0 as of December 31, 2022 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.

19 – INCOME TAXES

7 unchanged sentences

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 .

December 31, 2022, the Company has available for income tax purposes of approximately $ 126,130,172 in

federal $ 69,144,542 in

Colorado state, and $ 43,622,328

in Virginia state net operating loss (NOL) 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, 2021, the

Company has increased the valuation allowance from $ 21,515,047 to

$ 32,743,435 .

Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain

19 unchanged sentences

OF DEFERRED TAX ASSETS

Deferred Tax Assets/(Liability) Detail

Stock Compensation

Change in Fair Market Value of Derivative Liabilities

Valuation allowance

Tax Assets/(Liability) Detail

in Fair Market Value of Derivative Liabilities

Deferred Tax Asset

( 32,743,435 )

( 21,515,047 )

Total gross deferred tax assets

gross deferred tax assets

Company follows ASC 740-10 for recording the provision for income taxes.

11 unchanged sentences

OF EFFECTIVE RECONCILIATION INCOME TAX

Expected tax at statutory rates

Nondeductible Expenses

State Income Tax, Net of Federal benefit

Current Year Change in Valuation Allowance

Prior Deferred True-Ups

tax at statutory rates

Nondeductible

Income Tax, Net of Federal benefit

Year Change in Valuation Allowance

Deferred True-Ups

20– RELATED PARTY TRANSACTIONS

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.

with Danny Meeks and Affiliates of Danny Meeks

of December 31, 2022, the Company leases 12 scrap yard facilities by an entity controlled by the Company’s Chief Executive Officer.

On April 1, 2022, the Company entered into amendments to the leases for its Kelford and Carrolton yards, increasing the monthly rent

payments by an aggregate of $ 50,000 per month for use of an automotive shredder and downstream processing system, respectively, being

installed on those properties, increasing by 3% on January 1st of every year for the duration of the leases.

On September 1, 2022, the

Company terminated the lease for its Portsmouth yard on account of the Company purchasing the land underlying the lease, reducing the

lease payment by $ 11,200 per month.

the twelve months ended December 31, 2022, the Company paid rents of $ 2,483,217 to an entity controlled by the Company’s Chief

Executive Officer.

Additionally, during the twelve months ended December 31, 2022, the Company paid $ 122,866 in accrued rents owed to

an entity controlled by the Company’s Chief Executive Officer at December 31, 2021.

As of December 31, 2022, the Company owed $ 317,781

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.

in accrued rent to an entity controlled by the Company’s Chief Executive Officer.

the year ended December 31, 2022, the Company purchased equipment for $ 152,500 from an entity controlled by the spouse of the Chief Executive

During the year ended December 31, 2022, the Company purchased equipment for $ 20,000 from an entity controlled by the Chief

Executive Officer.

the year ended December 31, 2021, the Company’s Chief Executive Officer was reimbursed $ 224,660 for expenses made on behalf the

Further, during the year ended December 31, 2022 and 2021, the Company’s Chief Executive Officer advanced $ 0 and $ 24,647

to the Company and was repaid $ 0 and $ 59,103 , respectively.

September 30, 2021, the Company authorized the issuance of 500 shares of Series Z Preferred Stock, par value $ 0.001 per share.

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

4 unchanged sentences

(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, 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,

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.

lease our scrap yard located at 22097 Brewers Neck Blvd., Carrollton, VA 23314, from DWM Properties, LLC, which is owned by our Chairman

and Chief Executive Officer, for $ 55,850 per month.

The lease expires on January 1, 2024 , with two five year options to extend at the

Company’s election .

lease our scrap yard located at 1576 Millpond Rd., Elizabeth City, NC 27909, from DWM Properties, LLC, which is owned by our Chairman

and Chief Executive Officer, for $ 11,200 per month.

The lease expires on January 1, 2024 , with two one year options to extend at the

Company’s election .

lease our scrap yard located at 130 Courtland Rd., Emporia, VA 23847, from DWM Properties, LLC, which is owned by our Chairman and

Chief Executive Officer, for $ 11,200

lease expires on January

1, 2024 , with two five year options to extend at the Company’s election .

lease our scrap yard located at 623 Highway 903 N., Greenville, NC 27834, from DWM Properties, LLC, which is owned by our Chairman and

Chief Executive Officer, for $ 11,200 per month.

The lease expires on January 1, 2024 , with two five year options to extend at the Company’s

lease our scrap yard located at 8952 Richmond Rd., Toano, VA 23168, from DWM Properties, LLC, which is owned by our Chairman and Chief

Executive Officer, for $ 11,200 per month.

The lease expires on January 1, 2024 , with two five year options to extend at the Company’s

lease our scrap yard located at 945 NC 11N, Kelford, NC 27805, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive

Officer, for $ 39,293 per month.

The lease expires on January 1, 2024 , with two five year options to extend at the Company’s election .

lease our scrap yard located at 1100 E Princess Anne Rd, Norfolk, VA 23504, from DWM Properties, LLC, which is owned by our Chairman

and Chief Executive Officer, for $ 16,391 per month.

The lease expires on January 1, 2024 , with two five year options to extend at the

Company’s election .

lease our scrap yard located at 277 Suburban Drive, Suffolk, VA 23434, from DWM Properties, LLC, which is owned by our Chairman and Chief

Executive Officer, for $ 15,450 per month.

The lease expires on January 1, 2024 , with two five year options to extend at the Company’s

lease our scrap yard located at 9922 Hwy 17 S., Vanceboro, NC 28586, from DWM Properties, LLC, which is owned by our Chairman and Chief

Executive Officer, for $ 8,742 per month.

The lease expires on January 1, 2024 , with two five year options to extend at the Company’s

lease our scrap yard located at 1040 Oceana Blvd, Virginia Beach, VA 23454, from DWM Properties, LLC, which is owned by our Chairman

and Chief Executive Officer, for $ 15,407 per month.

The lease expires on January 1, 2024 , with two five year options to extend at the

Company’s election .

lease our scrap yard located at 406 Sandy Street, Fairmont, NC 28340 , from DWM Properties,

LLC, which is owned by our Chairman and Chief Executive Officer, for $ 8,000 per month.

The lease expires on January 1, 2024 , with two

five year options to extend at the Company’s election .

21– SUBSEQUENT EVENTS

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.

January 13, 2023, a shareholder converted 72 shares of Series Z preferred stock into 288,494 shares of common stock.

January 20, 2023, the Company’s CEO waived his right, title, and interest to each of the four quarterly bonuses of $ 250,000 each

due under his employment agreement in 2023.

In January 2023, we leased a property in Chesapeake,

In April 2023, we are opening a metal recycling facility

in Cleveland, Ohio.

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