What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-04-16 compared with 2023-03-31 · 182 added, 163 removed, 144 unchanged (71% of the section changed)

8 unchanged sentences

discussed in the section titled “Risk Factors.” You should also carefully read “Special Note Regarding Forward-Looking

We were formed on April 26, 2013 as a technology platform

developer under the name MassRoots, Inc.

In October 2021, we changed our corporate name from “MassRoots, Inc.” to “Greenwave

Technology Solutions, Inc.” We sold all of our social media assets on October 28, 2021 for cash consideration equal to $10,000 and

discontinued all operations related to our social media business.

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

(“Empire”), which operates 13 metal recycling facilities and 1 metal processing facility in Virginia, North Carolina,

The acquisition was deemed effective October 1, 2021 on the effective date of the Certificate of Merger in Virginia.

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

In October 2021, we changed our corporate

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

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

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

(“Empire”), which operates 13 metal recycling facilities

and 1 metal processing facility in Virginia, North Carolina, and Ohio.

The acquisition was deemed effective October 1, 2021 on the effective

date of the Certificate of Merger in Virginia.

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

19 unchanged sentences

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

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

products to domestic steel mills and overseas foundries.

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

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

of our existing operations.

is headquartered in Chesapeake, Virginia and has 144 full-time employees as of March 14, 2023.

compete with other metal recycling facility operators, such as Schnitzer Steel Industries, and are focused on utilizing technology to

create operating efficiencies and competitive advantages over our peers.

is headquartered in Chesapeake, Virginia and has 131 full-time employees as of April 15, 2024.

compete with other metal recycling facility operators, such as Radius Recycling (f/k/a Schnitzer Steel Industries), and are focused on

utilizing technology to create operating efficiencies and competitive advantages over our peers.

of Operations For the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

2 unchanged sentences

Loss from Operations

(19,514,762 )

(10,882,92 1)

Other Income (Expense)

Net Income (Loss) Applicable to Common Stockholders

(24,160,368 )

Net Income (Loss) Available to Common Stockholders

$ (33,597,142 )

$ (63,859,328 )

the year ended December 31, 2023, we generated $35,667,982 in revenues, as compared to $33,978,425 for the year ended December 31, 2022,

an increase of $1,689,557.

This increase was due to the consummation of our acquisition of Empire on October 1, 2021, a robust market

for recycled metals, the repurposing and implementation of Greenwave’s technology into Empire’s existing operations, and

the opening of additional metal recycling facilities.

Cost of revenues

cost of revenues increased to $21,537,572 for the year ended December 31, 2022 from $5,238,482 during the same period in 2021, an increase

of $16,299,090, as a result of the Empire acquisition.

Gross pro fit

gross profit was $12,440,853 during the year ended December 31, 2022 from $2,859,554 during the same period in 2021, an increase of $9,581,299,

due to the consummation of the Empire acquisition.

Our gross margins increased to 37% during the year ended December 31, 2022 from 35%

during the same period in 2021 due to the Company diversifying its customer base to get better prices on its products.

For the years ended December 31, 2022 and 2021, our

operating expenses were $23,323,775 and $5,787,118, respectively, an increase of $17,536,657.

This increase was mainly attributed to

the effectiveness of our acquisition of Empire on October 1, 2021, which significantly expanded our operations, number of employees, and

internal systems.

There was an increase in payroll and related expenses of $5,449,322 as payroll and related expenses were $6,991,095

for 2022 as compared to $1,541,773 for the same period in 2021, which was the result of an increase in our labor force primarily due to

the closing of the Empire acquisition.

Advertising expense increased by $50,398 to $83,993 for 2022 as compared to $33,595 for 2021 as

the Company focused its resources on its scrap metal operations.

Depreciation and amortization of intangible assets increased by $3,172,623

to $4,061,404 for 2022 from $888,781 in 2021 as a result of the Company acquiring fixed assets and intangible assets in the Empire acquisition.

There were hauling and equipment maintenance costs of $3,378,452 in 2022, as compared to $513,928 in 2021, an increase of $2,864,524,

due to the Company’s transportation and logistics costs increasing due to the Empire acquisition.

Consulting, accounting, and legal

expenses increased to $897,891 during the year ended December 31, 2022 from $395,901 during the same period in 2021, an increase of $502,080

due to the fees associated with the Company’s listing on Nasdaq.

There was an increase in rent expenses as a result of the Empire

acquisition, increasing $2,859,036 from $605,480 during the year ended December 31, 2021 to $3,464,516 during the same period in 2022.

There were impairments of goodwill of $2,499,753 during the year ended December 31, 2022, as compared to $0 during the same period in

This increase was driven by hauling revenues growing to $10,156,938 for the year ended December 31, 2023 from

$338,687 for the year ended December 31, 2022, an increase of $9,818,251 attributable to an increase in the number of clients as well

as an increase in the number of trucks operated by the Company.

Metal revenues decreased from $33,386,586 for the year ended December

31, 2022 to $25,350,883 for the year ended December 31, 2023, a decrease of $8,035,703 due to a decline in commodity prices.

There was other revenue, compromised rental income for the Portsmouth Blvd

property, of $132,640 and other income for $27,522 for the year ended December 31, 2023, as compared to $48,813 and $204,339 for the

same period in 2022, a decline of $92,990.

cost of revenues decreased to $21,184,579 for the year ended December 31, 2023 from $21,537,572 during the same period in 2022, a decline

of $352,993 due to lower metal prices, offset by an increase in hauling costs.

Hauling costs increased to $4,996,871 for the year ended

December 31, 2023 from $77,437 during the same period in 2022, an increase of $4,919,434, due to an increased truck fleet.

declined from $20,936,102 during the year ended December 31, 2022 to $16,154,529 during the same period in 2022, a decrease of $4,781,573

due to a decline in commodity prices.

There was cost of revenue of $33,179 for the year ended December 31, 2023, comprised mostly of

sand, compared to $524,033 during the same period in 2022, a decrease of $490,854.

gross profit was $14,483,403 during the year ended December 31, 2023 as compared to $12,440,853 during the same period in 2022, an increase

of $2,042,550, due to healthier margins in both hauling and scrap metal.

Our gross margins increased to 41% during the year ended December

31, 2023 from 37% during the same period in 2022 due to more an emphasis on operational efficiency.

Gross profit on hauling grew from

$261,250 during the year ended December 31, 2022, a margin of 77.14% to $5,160,067 during the same period in 2023, a margin of 50.80%,

an increase of $4,898,817.

Our other general and administrative expenses increased

to $1,946,580 for the year ended December 31, 2022 from $1,789,698 for the year ended December 31, 2021, an increase of $156,882, as a

result of the Company’s operations expanding from the Empire acquisition.

The increase of these expenditures resulted in our

total operating expenses increasing to $23,323,775 during the year ended December 31, 2022 compared to $5,787,118 during the year ended

December 31, 2021, an increase of $17,536,657.

Loss from Operations

Our loss from operations increased $7,955,358 to $10,882,922

during the year ended December 31, 2022, from $2,927,564 during the year ended December 31, 2021.

Gross profit on metal fell to $9,196,354 during the year ended December 31, 2023, or 36.28%, from $12,450,484

during the same period in 2022, or 37.29%, a decline of $3,254,130

the years ended December 31, 2023 and 2022, our operating expenses were $33,998,165 and $23,323,774, respectively, an increase of $10,674,391.

This increase was mainly attributed to the increase in our hauling fleet, which significantly expanded our operations, number of employees,

and internal systems, along with a one-time loss on asset charge.

There was a decrease in payroll and related expenses of $356,295 as

payroll and related expenses were $6,634,800 for 2023 as compared to $6,991,095 for the same period in 2022, which was the result of

the Company’s Chief Executive Officer waiving his quarterly bonuses.

Advertising expense increased by $330,201 to $414,194 for

2023 as compared to $83,993 for 2022 as the Company focused its resources on its scrap metal operations.

Depreciation and amortization

of intangible assets increased by $1,753,476 to $5,814,880 for 2023 from $4,061,404 in 2022 as a result of the Company acquiring additional

fixed assets.

There were hauling and equipment maintenance costs of $2,898,202 in 2023, as compared to $3,378,452 in 2022, a decrease

of $480,250, due to the Company recognizing more of these expenses as cost of revenue.

Consulting, accounting, and legal expenses increased

to $1,713,613 during the year ended December 31, 2023 from $897,981 during the same period in 2022, an increase of $815,632 due to the

Company conducting capital raises.

There was a loss on asset of $10,048,308 during the year ended December 31, 2023 as compared to $0

during the same period in 2022, an increase of $10,048,308.

There was a decrease in rent expenses as a result of new leases and termination

of existing leases, declining $362,032 from $3,464,516 during the year ended December 31, 2022 to $3,102,484 during the same period in

There was common stock issued for services of $171,239 during the year ended December 31, 2023 as compared to $0 during the same

period in 2022, an increase of $171,239.

There were impairments of goodwill of $0 during the year ended December 31, 2023, as compared

to $2,499,753 during the same period in 2022, a decrease of $2,499,753.

other general and administrative expenses increased to $3,200,445 for the year ended December 31, 2023 from $1,946,580 for the year ended

December 31, 2022, an increase of $1,253,865, as a result of the Company’s operations expanding.

increase of these expenditures resulted in our total operating expenses increasing to $33,998,165 during the year ended December 31,

2023 compared to $23,323,774 during the year ended December 31, 2022, an increase of $10,674,391.

from Operations

loss from operations increased $8,631,841 to $19,514,762 during the year ended December 31, 2023, from $10,882,921 during the year ended

December 31, 2022.

Income (Expense)

the year ended December 31, 2022, we incurred other expenses of $24,160,368, as compared to other income of $1,295,143 for the year

ended December 31, 2021, a decrease of $25,455,511.

This decrease is partially due to a gain of the forgiveness of debt of $0 and

$739,710 for the years ended December 31, 2022 and 2021, respectively.

There was a gain on settlement of convertible notes payable

and accrued interest, warrants and accounts payable of $516,920 and $182,160,381 for the years ended December 31, 2022 and 2021,

respectively.

Our change in fair value of derivative liability for authorized share deficiency decreased to $0 in fiscal year 2022

from $(171,343,164) during fiscal year 2021.

We realized a $2,625,378 gain on the conversion of convertible debentures during fiscal

year 2022 as compared to a $(880) loss in fiscal year 2021.

In addition, interest expense increased to $(34,079,230) during fiscal

year 2022 as compared to $(10,561,789) during fiscal year 2021.

There was also a warrant expense for a liquidated damages settlement

of $7,408,681 during the year ended December 31, 2022 as compared to $0 during the same period in 2021.

Lastly, the there was a gain

in the fair value of derivative liabilities of $14,264,476 during fiscal year 2022, as compared to a gain of $300,885 during the

(Loss) Income available to common stockholders

Our net (loss) income available to shareholders decreased

by $66,635,355 to $(63,859,328) during the year ended December 31, 2022, from $2,776,027 in net income during the year ended December

Liquidity and Capital Resources

Net cash used in operating activities for the years

ended December 31, 2022 and 2021 was $2,609,173 and $2,487,213, respectively.

Cash flows used in operations in 2022 were impacted

by depreciation of $875,809, amortization of intangible assets of $2,958,500, impairments on property and equipment of $227,186, amortization

of right of use assets of $64,095, amortization of right of use assets (related-party) of $2,137,750, impairments on goodwill of $2,499,753,

a gain in the fair value of derivative liabilities of $14,264,476, interest and amortization of debt discount of $32,340,565, a gain on

the conversion of notes payable of $2,625,378, a gain on the settlement of notes payable and factoring advances of $516,920, a warrant

expense for liquidated damages settlement of $7,408,681, an increase in rent due to a related party of $194,916, an increase in accounts

receivable of $215,256, a decrease in inventories of $191,356, a decrease in prepaid expenses of $12,838, an increase in security deposits

of $3,306, an increase in accounts payable of $1,703,299, an decrease in payroll wages payable of $1,738,665, a decrease in lease liability

of $65,030, a decrease in lease liability (related-party) of $1,843,614, and a decrease in environmental remediation liabilities of $22,207.

Cash flows used in operations in 2021 were impacted by a loss on derivative liabilities for the authorized share shortfall of $171,343,164,

amortization of right of use assets (related-party) of $373,640, amortization of right of use assets of $22,436, impairments of equipment

of $388,877, depreciation and amortization of $888,781, loss on conversions of convertible notes payable of $880, expenses of $158,371

paid by a non-convertible noteholder of the Company, decrease of prepaid expenses of $97,132, increases of accounts payable and accrued

expenses of $609,683, an increase in contract liability of $25,000, a decrease in operating lease liabilities of $30,544, a decrease in

operating lease liabilities (related-party) of $382,815, largely offset by a gain on the settlement of convertible notes and accrued interest

of $182,160,381, a gain on forgiveness of debt of $739,710, share-based compensation of $166,855, interest and amortization of debt discount

of $10,198,924, change in the value of derivative liabilities of $300,855, increases in inventories of $381,002, increase of security

deposits of $2,437, decreases of accrued payroll of $137,415, decrease in environmental remediation liabilities of $48,810, and a net

loss of $1,632,421.

Net cash used by investing activities was $5,936,027

and $77,666 for the years ended December 31, 2022 and 2021, respectively.

For the year ended December 31, 2022, there was cash used in

the purchase of equipment of $5,936,027.

For the year ended December

31, 2021, there was cash used in the purchase of equipment of $218,693 and cash acquired in the acquisition of the business of $141,027.

the year ended December 31, 2023, we incurred other expenses of $7,421,228, as compared to $24,160,368 for the year ended December 31,

2022, a decrease of $16,739,140.

There was a 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 of $632,540 and $516,920 for

the years ended December 31, 2023 and 2022, respectively.

We did not realize any gain or loss on the conversion of convertible Notes

during the year ended December 31, 2023 while we realized a $2,625,378 gain on the conversion of convertible notes during in the

same period in 2022.

In addition, interest expense increased to $(8,897,267) during fiscal year 2023 as compared to $(34,079,230) during

fiscal year 2022.

We did not have a warrant expense for a liquidated damages settlement during the year ended December 31, 2023, while

we incurred an expense of $7,408,681 for the same during the year ended December 31, 2022.

There was neither a gain nor loss in the fair

value of derivative liabilities during the year ended December 31, 2023, as compared to a gain of $14,264,476 during the same period

There was other gain of $17,572 during the year ended December 31, 2023, as compared to other loss of $(79,231) during the year

ended December 31, 2022.

There was gain on lease termination of $108,863 during the year ended December 31, 2023 as compared to $0 during

the same period in 2022.

Lastly, there was a gain on tax credit of $717,064 during the year ended December 31, 2023 as compared to $0

during the same period in 2022.

Net Loss available to common stockholders

Our net loss available to shareholders decreased by $30,262,186 to $33,597,142

during the year ended December 31, 2023, from $63,859,328 during the year ended December 31, 2022.

and Capital Resources

cash used in operating activities for the years ended December 31, 2023 and 2022 was $1,833,310 and $2,609,173, respectively.

flows used in operations in 2023 were impacted by depreciation of $2,856,380, amortization of intangible assets of $2,958,500, loss

on asset – related party of $9,850,850, loss on assets of $197,458 amortization of right of use assets net of $392,050,

amortization of right of use assets-related party net of $1,250,218, interest and amortization of debt discount of $8,897,267, a

gain on the settlement of notes payable and factoring advances of $632,540, an increase in due to a related party of $1,824,318, an

increase in accounts receivable of $431,155, stock compensation of $171,239, a decrease in inventories of $10,782, a decrease in

prepaid expenses of $200,590, an decrease in security deposit of $25,000, gain on deferred revenue of $25,000, gain on lease

termination of $108,863 an increase in accounts payable of $856,151 an decrease in payroll wages payable of $614,271, and a decrease

in lease liability of $1,619,790.

Cash flows used in operations in 2022 were impacted by depreciation of $875,809, amortization of

intangible assets of $2,958,500, amortization of right of use assets of $227,185, amortization of right of use assets

(related-party) of $2,390,991, impairments on goodwill of $2,499,753, a gain in the fair value of derivative liabilities of

$14,264,476, interest and amortization of debt discount of $32,340,565, a gain on the settlement of notes payable and factoring

advances of $516,920, a warrant expense for liquidated damages settlement of $7,408,681, an increase in rent due to a related party

of $194,916, an increase in accounts receivable of $215,256, a decrease in inventories of $191,356, a decrease in prepaid expenses

of $12,838, an increase in security deposits of $3,306, an increase in payroll wages payable of $1,702,145, an decrease in accounts

payable of $1,738,665, a decrease in lease liability of $65,030, a decrease in lease liability (related-party) of $2,369,038, gain

on settlement of convertible and non-convertible notes payable and accrued interest for cash for $2,625,378, and a decrease in

environmental remediation liabilities of $22,207.

cash used by investing activities was $1,678,176 and $5,936,027 for the years ended December 31, 2023 and 2022, respectively.

year ended December 31, 2023, there was cash used in the purchase of equipment of $1,760,945 and cash received for the advance of asset

For the year ended December 31, 2022, there was cash used in the purchase of equipment of $5,936,027.

cash provided by financing activities for the year ended December 31, 2023 and 2022 was $4,235,841 and $6,408,711, respectively.

the year ended December 31, 2022, there were proceeds from non-convertible notes of $2,725,000 and proceeds of $6,518,310 from factoring

advances, offset by repayments of $220,000 towards non-convertible notes, repayments of $221,500 towards notes, repayments of advances of $12,000 and $2,381,310 towards factoring advances.

During the year ended

December 31, 2021, there were cash proceeds of $200,000 from the sale of Series X Preferred Stock, proceeds of $27,585,450 from the sale

of convertible notes payable, proceeds of $1,465,053 from the sale of non-convertible notes payable, proceeds of $70,452 from advances,

proceeds of $122,865 from related-parties, offset by repayments of $2,503,300 of convertible notes payable, repayments of $5,629,455

to non-convertible notes payable, repayments of advances of $4,165,973, payments of $26,000 to settle warrants and stock, redemptions

of Series X Preferred Shares of $501,463, and redemptions of Series Y Preferred Shares of $11,095,942.

the year ended December 31, 2023, there were proceeds from non-convertible notes of $1,000,000, proceeds from convertible notes of $13,118,750,

proceeds from the sale of common stock of $2,841,181, proceeds from warrant exercises of $15,511 proceeds from bridge financing of $825,000,

proceeds from bank overdrafts of $118,763, and proceeds of $3,746,109 from factoring advances, offset by repayments of $4,858,587 towards

non-convertible notes and repayments of $12,570,886 towards factoring advances.

During the year ended December 31, 2022, there were proceeds

from non-convertible notes of $2,725,000 and proceeds of $6,518,310 from factoring advances, offset by repayments of $220,000 towards

non-convertible notes, repayments of $221,500 towards notes, repayments of advances of $12,000 and $2,381,099 towards factoring advances.

of December 31, 2023, we had cash on hand of $1,546,159.

We currently have no external sources of liquidity such as arrangements with credit

institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access

the year ended December 31, 2022, the Company received proceeds of $6,518,310 and $2,725,000 from the issuance of factoring advances

and non-convertible notes, respectively.

We currently have no external sources of liquidity such as arrangements with

credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate

access to capital.

the year ended December 31, 2023, the Company received proceeds of $825,000, $3,746,109, $13,118,750, $2,841,181 and $1,000,000 from

the issuance of bridge notes, factoring advances, convertible notes, sale of common stock, and non-convertible notes, respectively.

Capital over the Next Fiscal Year

11 unchanged sentences

covenants and financial ratios that may restrict our ability to operate and grow our business.

Concern and Management’s Liquidity Plans

of December 31, 2023, the Company had cash of $1,546,159 and a working capital deficit (current liabilities in excess of current assets)

of $(20,579,715).

During the year ended December 31, 2023, the net cash used in operating activities was $(1,833,310).

The accumulated

deficit as of December 31, 2023 was $(395,866,157).

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, 2023, the Company received proceeds of $825,000, $1,000,000, $13,118,750, $2,841,181, and $3,746,109 from

the issuance of bridge notes, non-convertible notes, convertible notes, sale of common stock, 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.

Sheet Arrangements

1 unchanged sentence

Accounting Pronouncements

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

separation models for:

(1) convertible debt with a cash conversion feature;

and (2) convertible instruments with a beneficial conversion

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

Instead, we will

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

We expect the elimination of these

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

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

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

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

The provisions of ASU 2020-06 are

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

December 15, 2020.

The 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

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

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

The ASU is to be applied

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

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

The Company is currently evaluating

the adoption of ASU 2020-06 on its consolidated financial statements and related disclosures.

On January 1, 2020, The Company adopted ASU 2016-13 Financial Instruments

- Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with

an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology.

The measurement

of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables

and held to maturity debt securities.

It also applies to Off-Balance Sheet (“OBS”) credit exposures not accounted for as insurance

(loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments and leases recognized

by a lessor in accordance with Topic 842 on leases.

In addition, ASC 326 made changes to the accounting for available for sale debt securities.

One such change is to require credit losses to be presented as an allowance rather than as a write down on available for sale debt securities

management does not intend to sell or believes that it is more likely than not they will be required to sell.

The adoption of this update

did not have a material impact on the Company’s consolidated financial statements and related disclosures.

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

52 unchanged sentences

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.

assets with finite useful lives consist of tradenames, licenses and customer relationships and are amortized on a straight-line

of the goodwill is deductible for income tax purposes.

During the fiscal years ended December 31, 2023 and 2022, the Company recorded

$0 and $2,499,753 in impairment expense related to goodwill, respectively.

As of December 31, 2023 and 2022, the carrying value of goodwill

was $0 and $0, respectively.

Intangible assets with finite useful lives consist of tradenames, licenses and customer relationships and are amortized on a straight-line

basis over their estimated useful lives, which range from three to ten years.

The estimated useful lives associated with

finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when

circumstances warrant.

Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an

asset may not be recoverable.

An impairment loss would be recognized when estimated undiscounted future cash flows expected to

result from the use of an asset and its eventual disposition are less than its carrying amount.

The amount of any impairment is

measured as the difference between the carrying amount and the fair value of the impaired asset.

During the fiscal years ended

December 31, 2022 and 2021, the Company recorded $2,499,753 and $0 in impairment expense related to intangibles and goodwill and

$2,958,500 and $739,625 in amortization of intangible assets, respectively.

The estimated useful lives associated with finite-lived

intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant.

Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable.

An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and

its eventual disposition are less than its carrying amount.

The amount of any impairment is measured as the difference between the carrying

amount and the fair value of the impaired asset.

During the fiscal years ended December 31, 2023 and 2022, the Company recorded $0 and $2,499,753 in impairment expense

related to intangibles and goodwill and $2,958,500 and $2,958,500 in amortization of intangible assets, respectively.

The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition

31 unchanged sentences

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What changed 10-K

Item 7. Management’s Discussion and Analysis