What changed in this filing

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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-03-31 · 1118 added, 1824 removed, 1123 unchanged (72% of the section changed)

77 unchanged sentences

OTHER INFORMATION

10b5-1 Trading Arrangement

the three months ended December 31, 2023, no director or officer of the Company adopted or terminated any

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term

is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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.

required by this item is incorporated by reference to our proxy statement for our 2024 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

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.

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

required by this item is incorporated by reference to our proxy statement for our 2024 Annual Meeting of Stockholders.

Versus Performance

August 2022, the SEC adopted final rules to require companies to disclose information about the relationship between executive compensation

actually paid and certain financial performance of the company.

The information below is provided pursuant to Item 402(v) of SEC Regulation

S-K with respect to “smaller reporting companies” as that term is defined in Item 10(f)(1) of SEC Regulation S-K.

(b) Summary Comp Table Total for PEO ($)(1)

Actually Paid to PEO ($)(2)

(d) Average Summary Comp.

Table for Non-PEO NEOs ($)(3)

(e) Average Comp.

Actually Paid to Non-PEO NEOs ($)(4)

(f) Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)(5)

(g) Net Income ($)(6)

$ (63,859,328 )

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

$ (33,597,142 )

The dollar amounts reported in column (b) are the amounts of

total compensation reported for Mr.

Meeks (Chief Executive Officer) from October 2021 to December 2023, along with Mr.

Dietrich from

January to September 2021, for each corresponding year, in the “Total” column of the Summary Compensation Table.

See “Executive

Compensation - Summary Compensation Table.

The dollar amounts reported in column (c) represent the amount

of “compensation actually paid” to Mr.

Meeks and Mr.

Dietrich as computed in accordance with Item 402(v)(2)(iii) of SEC Regulation

S-K, which prescribes certain specified additions and subtractions from the amount in column (b).

In accordance with the requirements

of Item 401(v)(2)(iii) of Regulation S-K, there were no adjustments required to be made to Mr.

Meeks’ and Mr.

Dietrich total compensation

for each year to determine the compensation actually paid.

As of December 31, 2023 and 2022, Mr.

Meeks was owed $1,200,000 and $950,000

in accrued bonuses, respectively.

The dollar amounts reported in column (d) represent the average

amounts reported for the Company’s named executive officers as a group (excluding Mr.

Meeks and Mr.

Dietrich except from October to November

2021 and after April 2023) in the “Total” column of the Summary Compensation Table in each applicable year.

The names of each

of the named executive officers (excluding Mr.

Meeks and Mr.

Dietrich except from October to November 2021 and after April 2023) included

for purposes of calculating the average amounts in each applicable year are as follows:

Dietrich from October to November 2021

and April to December 2023;

Jordan from April to September 2022;

Sickles from September 2022 to April 2023

The dollar amounts reported in column (e) represent the average

amount of “compensation actually paid” to the named executive officers as a group (excluding Mr.

Meeks and Mr.

Dietrich except

from October to November 2021 and after April 2023) as computed in accordance with Item 402(v)(2)(iii) of SEC Regulation S-K, which prescribes

certain specified additions and subtractions from the amount in column (d).

In accordance with the requirements of Item 401(v) of Regulation

S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr.

Dietrich except from October to November 2021 and after April 2023) for each year to determine the compensation actually paid:

Total Shareholder Return is determined based on the value of

an initial fixed investment in the Company’s common stock of $100 on December 31, 2020 and calculated in accordance with Item 201(e)

of SEC Regulation S-K.

The dollar amounts reported in column (g) represent the amount

of net income reflected in our consolidated audited financial statements for the applicable year.

of the Information Presented in the Pay Versus Performance Table

Compensation Committee of the Board of Directors of the Company does not have a policy or practice regarding evaluating Total Shareholder

Return as part of its determination of compensation decisions for the named executive officers.

The Compensation Committee takes various

factors into account in determining the competitiveness of its executive compensation.

Over the past three fiscal years the Compensation

Committee has recognized the significant time and effort required by the executive officers and others to manage the Company’s

liquidity by raising capital while reducing operating expenses and cash used in operations, secure and maintain the Company’s listing

on the Nasdaq Capital Market, and to source and evaluate merger and acquisition opportunities.

To retain qualified executive management,

the Board, from 2021 to 2023, paid bonuses to Mr.

Meeks that were earned during fiscal year 2021 through 2023.

Meeks last received

equity awards in 2021.

information provided above under the “Pay Versus Performance Information” heading will not be deemed to be incorporated by

reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and

irrespective of any general incorporation language in any such filing.

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

required by this item is incorporated by reference to our proxy statement for our 2024 Annual Meeting of Stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

required by this item is incorporated by reference to our proxy statement for our 2024 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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.

required by this item is incorporated by reference to our proxy statement for our 2024 Annual Meeting of Stockholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

12 unchanged sentences

List of Exhibits.

Plan of Reorganization, dated March 18, 2014.

June 13, 2014

Agreement and Plan of Merger between MassRoots, Inc.

of Reorganization, dated March 18, 2014.

and Plan of Merger between MassRoots, Inc.

and Whaxy Inc.

and DDDigtal Inc.

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

December 16, 2016

Agreement and Plan of Merger between MassRoots, Inc.

and Zachary Marburger and the Stockholders of DDDigtal

Inc., dated December 15, 2016.

and Plan of Merger between MassRoots, Inc.

and MassRoots Compliance Technology, Inc.

and Odava, Inc.

and Scott Kveton and the Stockholders of Odava, Inc.

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

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

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

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

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

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

and Scott Kveton and the Stockholders

of Odava, Inc.

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.

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

and Danny Meeks, as the sole shareholder,

dated September 30, 2021

Amended and Restated Certificate of Incorporation of the Registrant

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

and Restated Bylaws of the Registrant.

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

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

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

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

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

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

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

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

of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences,

and Rights of the Series Y Convertible Preferred Stock filed with the Secretary of State on December 30, 2020

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

effective September 30, 2021, field with

the Secretary of State on September 30, 2021

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

of Amendment to Certificate of Incorporation of MassRoots, Inc.

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

Certificate of Elimination relating to the Series Z Preferred Stock

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

of Common Stock Certificate.

of Registrant’s Securities

of Warrant utilized by Service Providers.

Form of Warrant utilized by Service Providers.

April 11, 2016

Form of Warrant dated July 2023

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

Form of Senior Note dated July 2023

Form of Secured Promissory Note dated July 31, 2023.

Issued to DWM Properties LLC

Form of Warrant issued to Purchasers, dated August 2023

Form of Placement Agent Warrant, dated August 2023

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.

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

of Series B Exchange Agreement.

of Series B Convertible Note.

of December Note.

of January Note.

of First March Note.

of Second March Note.

of April Note.

of September Note.

of Securities Exchange Agreement.

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.

Agreement by and between the Company and Danny Meeks

of Senior Note

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 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.

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 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

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Cover Page Interactive Data File (embedded within the

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filed herewith.

Denotes a management contract

or compensatory plan.

Form of Exchange Agreement

Purchase Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc.

and the parties thereto.

Security Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc.

and the parties thereto.

Registration Rights Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc.

and the parties thereto.

Bill of Sale, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc.

and DWM Properties LLC

Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc.

and the Purchasers signatory thereto.

Form of Inducement Letter

Compensation Recovery Policy

XBRL Instance Document

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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 31st day of March, 2023.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 16th day of April, 2024.

TECHNOLOGY SOLUTIONS, INC.

Executive Officer

Executive Officer)

Isaac Dietrich

Financial Officer

2 unchanged sentences

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

Chief Executive Officer

(Principal Executive Officer) and

March 31, 2023

Chairman of the Board of

Chief Financial Officer

March 31, 2023

Ashley Sickles

(Principal Financial and

Accounting Officer)

Bryan Plumlee

March 31, 2023

Bryan Plumlee

March 31, 2023

Executive Officer (Principal Executive Officer) and

of the Board of Directors

Isaac Dietrich

Financial Officer

Financial and Accounting Officer)

Henry S icignano

Cheryl Lanthorn

March 31, 2023

Jason Adelman

York, NY 10022

of Independent Registered Public Accounting Firm

2 unchanged sentences

on the Financial Statements

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

(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,

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

Company’s Ability to Continue as a Going Concern

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

have audited the accompanying consolidated balance sheets of Greenwave Technology Solutions, Inc., and its subsidiaries (the “Company”)

as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ equity (deficit)

and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to

as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its

cash flows for each of the years in the two-year period ended December 31, 2023 in conformity with accounting principles generally accepted

in the United States of America.

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.

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

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

in Note 2 to the accompanying consolidated financial statements, the Company has net loss, has generated negative cash flows from operating

activities, has an accumulated deficit and has stated that substantial doubt exists about Company’s ability to continue as a going

Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

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Audit Matters

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

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

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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 Intangibles – Refer Note 3 and 7

of the Matter:

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;

discussed in Note 3 and 7, to the consolidated financial statements, the Company’s long-lived intangibles assets consisted of Licenses

of $16.5 million, Intellectual property of $1.7 million and Customer list of $1.7 million.

Management tests definite live intangible

whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

Long-lived intangibles are tested

as one group of assets for impairment by conducting a Step 1 analysis to assess the recoverability using undiscounted cash flows.

key assumptions and estimates utilized in the approaches primarily include future levels of revenue growth, gross profit margin, EBITDA

as percentage of revenue, capital expenditure as a percentage of revenue and debt free cash free working capital.

principal considerations for our determination that performing procedures relating to the impairment of long-lived intangibles 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

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

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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;

the appropriateness of the undiscounted Cash Flow approach used;

the completeness and accuracy of the underlying data used;

evaluated the reasonableness of significant assumptions used by management related to future

levels of revenue growth, gross profit margin, EBITDA as percentage of revenue, capital expenditure

as a percentage of revenue and debt free cash free working capital;

Evaluating management’s assumptions related to the future

levels of revenue growth, gross profit margin, EBITDA as percentage of revenue, capital expenditure as a percentage of revenue and debt

free cash free working capital involved evaluating whether the assumptions were reasonable considering (i) current and past performance;

(ii) 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.

Professionals with specialized skill and knowledge were used

to assist in evaluating (i) the appropriateness of the undiscounted cash flow approach;

(ii) the reasonableness of significant assumptions;

and (iii) assessment of the Company specialist’s competence, capabilities and objectivity as it relates to the preparation of the

valuation analysis.

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

April 16, 2024

TECHNOLOGY SOLUTIONS, INC.

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Licenses, net

Customer list, net

Intellectual property, net

Customer list, net

Finite lived intangible assets, net

Security deposit

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Current liabilities:

Bank overdraft

Accounts payable and accrued expenses

Accrued payroll and related expenses

Contract liability

Contract liabilities

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

Non-convertible notes payable, current portion, net of unamortized debt discount of $ 774,308 and $ 500,250 , respectively

Derivative liabilities

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

Convertible notes payable, current portion, net of unamortized debt discount of $ 3,934,506 and $-, respectively

Due to related parties

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Operating lease obligations, current portion

Environmental remediation

Total current liabilities

Operating lease obligations, less current portion - related-party

Operating lease obligations, less current portion

Related party note payable

Convertible notes payable, net of unamortized debt discount of $ 1,967,253 and $-, respectively

Non-convertible notes payable, net of unamortized debt discount of $ 1,739,260 and $ 1,965,113 , respectively

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Preferred stock - 10,000,000 shares authorized:

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

Preferred stock - Series Z, $ 0.001 par value, $ 20,000 stated value, 0 and 500 shares authorized;

0 and 322 shares issued and outstanding, respectively

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

Preferred stock, value

Common stock, $ 0.001 par value, 1,200,000,000 and 500,000,000 shares authorized;

16,964,336 and 10,962,319 shares issued and outstanding, respectively

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

Additional paid in capital

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( 4,454,148 )

Total liabilities and stockholders’ equity

Total liabilities and stockholders’ equity (deficit)

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

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Rent, utilities and property maintenance

Environmental remediation expense

Hauling and equipment maintenance

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Consulting, accounting and legal

Loss on asset (related-party and other of $ 9,850,850

and $ 197,458 , respectively)

Common stock issued for services

Other general and administrative expenses

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Other Income (Expense):

Interest expense

( 34,079,230 )

Interest expense and amortization of debt discount

( 8,897,267 )

Change in derivative liability for authorized shares shortfall

( 34,079,230 )

Other gain (loss)

Gain on tax credit

Gain on lease termination

Change in fair value of derivative liabilities

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

Warrant expense for liquidated damages settlements

( 7,408,681 )

Gain on forgiveness of debt

Gain (loss) on conversion of convertible notes

Gain on conversion of convertible notes

Total Other Income (Expense)

( 7,421,228 )

( 24,160,368 )

Net Loss Before Income Taxes

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( 35,043,290 )

Deemed dividend for the reduction of exercise price of warrants

( 1,638,952 )

Deemed dividend for the reduction of the conversion price of a debt note

( 5,022,200 )

Deemed dividend for Series Z price protection trigger upon uplisting

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Deemed dividend for repricing of certain warrants for liquidated damages waiver

Deemed dividend resulting from amortization of preferred stock discount

Net Loss Available to Common Stockholders

$ ( 33,597,142 )

Deemed dividend resulting from redemption of Series X shares

Deemed dividend resulting from redemption of Series Y shares

Net Income (Loss) Available to Common Stockholders

$ ( 63,859,328 )

Net Income (Loss) Per Common Share:

Net Loss Per Common Share:

Weighted Average Common Shares Outstanding:

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

THE YEAR ENDED DECEMBER 31, 2023

Preferred Stock

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$ ( 362,269,015 )

$ ( 301,185,712 )

$ ( 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

$ ( 2,852,500 )

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

Issuance of common stock upon conversion of Series Z Preferred

Common stock issued for cash, net issuance costs

Common stock issued for services rendered and to be rendered

Common stock issued for the exercise of warrants for cash

Issuance of common stock upon cashless exercise of warrants

Debt discount for warrants issued in senior secured debt placement

Debt discount for warrants issued as commission for senior secured debt placement

Deemed dividend for the reduction of the conversion price of a debt note

$ ( 5,022,200 )

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

Deemed dividend for the reduction of the exercise price of warrants

$ ( 1,638,952 )

$ ( 26,935,990 )

Redemption of Series X preferred

$ ( 26,935,990 )

Balance at December 31, 2023

$ 391,395,045

Deemed dividend resulting from

redemption of Series X preferred shares

$ ( 395,866,157 )

Redemption of Series Y preferred

$ ( 4,454,148 )

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

TECHNOLOGY SOLUTIONS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEAR ENDED DECEMBER 31, 2022

Common Stock to be Issued

Additional Paid

Balance at December 31, 2021

$ 275,058,283

$ ( 298,409,687 )

Deemed dividend resulting from

redemption of Series Y preferred shares

$ ( 23,348,062 )

Series C preferred shares contributed

back to the Company and promptly retired

$ 275,058,283

$ ( 298,409,687 )

Balance at December 31, 2021

$ ( 23,348,062 )

Issuance of common stock previously recorded as to be issued

Elimination of derivative liabilities due to resolution of 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 )

Deemed dividend for repricing & issuance of additional warrants upon uplisting

$ ( 21,115,910 )

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

Deemed dividend for repricing of certain warrants for liquidated damages waiver

$ ( 462,556 )

Deemed dividend for repricing

& issuance of additional warrants upon uplisting

$ ( 35,043,290 )

Deemed dividend for repricing

of certain warrants for liquidated damages waiver

$ ( 35,043,290 )

Balance at December 31, 2022

$ 377,595,618

$ ( 362,269,015 )

Balance at December 31,

$ 377,595,618

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

TECHNOLOGY SOLUTIONS, INC.

STATEMENTS OF CASH FLOWS

the Year Ended December 31,

flows from operating activities:

$ ( 35,043,290 )

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASHFLOWS

For the Year Ended December 31 ,

Cash flows from operating activities:

$ ( 26,935,990 )

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

$ ( 35,043,290 )

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

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

Depreciation and amortization of intangible assets

Amortization of right of use assets, net - related-party

Amortization of right of use assets, net

Interest and amortization of debt discount

Warrant expense for liquidated damages settlement

Loss on assets

Loss on assets – related-party

Loss on assets

Impairments of goodwill

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

( 2,625,378 )

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:

Gain on termination of lease

Gain on settlement of non-convertible notes payable and accrued interest

Stock based compensation

Gain on deferred revenue

Change in fair value of derivative liabilities

payable and accrued expenses

payroll and related expenses

( 14,264,476 )

Changes in operating assets and liabilities:

Due to related party

payments made on operating lease liabilities

Accounts receivable

Prepaid expenses

Security deposit

Accounts payable and accrued expenses

Accrued payroll and related expenses

Environmental remediation

Principal payments made on operating lease liability - related-party

( 1,477,285 )

payments made on operating lease liabilities, related-party

Environmental

cash used in operating activities

( 2,434,068 )

Principal payments made on operating lease liability

Net cash used in operating activities

( 1,833,310 )

flows from investing activities:

of property and equipment

( 2,609,173 )

acquired in acquisition

cash used in investing activities

Cash flows from investing activities:

Purchases of property and equipment

( 1,760,945 )

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

( 5,936,027 )

from issuance of non-convertible notes payable

of non-convertible notes payable

Cash received for the advance given for asset

Net cash used in investing activities

( 1,678,176 )

Repayments of notes

from factoring advances

of factoring advances

( 5,936,027 )

Cash flows from financing activities:

Proceeds from sale of common stock

Proceeds from warrant exercises

Proceeds from issuance of convertible notes

Proceeds from bridge financing

Bank overdrafts

Repayment of advances

Proceeds from issuance of non-convertible notes payable

Repayment of a non-convertible notes payable

( 4,858,587 )

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

Repayment of notes

Proceeds from factoring

Repayments of factoring

( 12,570,886 )

from advances from related parties

cash provided by financing activities

(decrease) increase in cash

( 2,381,099 )

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

Net cash provided by financing activities

Net increase (decrease) in cash

( 2,136,489 )

dividend resulting from redemption of Series X shares

of discount on preferred stock

Common shares issued in business combination

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

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:

Equipment purchases from issuance of related-party note payable

Deemed dividend for conversion price reduction of note

Factoring proceeds utilized for payoff of factoring liabilities

Debt discount for warrants issued in senior secured debt placement

Equipment purchased by issuance of non-convertible notes payable

Deemed dividend for exercise price reduction of warrants

Exchange of bridge notes to convertible notes

Assets taken over by related party

Increase in right of use assets and operating lease liabilities

Common shares issued upon conversion of Series Z Preferred

Cashless exercise of warrants

Common shares issued upon conversion of convertible notes and accrued interest

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

Deemed dividend for warrant repricing at uplisting

Deemed dividend for price protection trigger in Series Z Preferred at uplisting

Land purchased with deed of trust notes

Advance for asset by issuance of notes payable

Deemed dividend for repricing of certain warrants for liquidated damages waiver

Issuance of common shares previously to be issued

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

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of the Certificate of Merger in Virginia.

December 2022, we began offering hauling services to corporate clients.

We haul sand, dirt, asphalt, metal, and other materials in a

fleet of approximately 50 trucks which we own, manage, and maintain.

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.,

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

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

2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

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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 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.

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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.

to derivative liabilities, payroll tax liabilities with interest and penalties, deemed dividends, allowance for doubtful accounts, 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, and the valuation allowance related to deferred

Actual results may differ from these estimates.

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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.

certain non-convertible notes, see “Note 8 – Advances and Non-Convertible Notes Payable.”

Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers, direct costs of providing hauling

costs to customers, and cost of other revenue, including sand.

Party Transactions

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See Note 12 – Leases.

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

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

Identify the contract(s)

with a customer;

Identify the performance

obligation in the contract;

Determine the transaction

Allocate the transaction

price to the performance obligations in the contract;

Recognize revenue when

(or as) the Company satisfies a performance obligation.

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 suppliers, processing it, and selling the ferrous

and non-ferrous metals to customers.

The Company also provides hauling services to certain corporate clients.

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

As of December 31, 2023 and 2022, the Company

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.

had a contract liability of $ 0 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, 2023 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

Balance, December 31, 2021

Net transfers in due to new contract liabilities

Net transfers out to revenue

Balance, December 31, 2022

Net transfers in due to new contract liabilities

Net transfers out to other gain

Balance, December 31, 2023

receivable represent amounts primarily due from customers on products and services rendered.

These accounts receivable, which are reduced

by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest.

The Company extends credit to customers

under contracts containing customary and explicit payment terms, and payment is generally required within 1 to 30 days of shipment or

the services being rendered.

Company evaluates the collectability of its accounts receivable based on a combination of factors, including whether sales, the aging

of customer receivable balances, historical collection rates, and economic trends.

Management uses this evaluation to estimate the amount

of customer receivables that may not be collected in the future and records a provision for expected credit losses.

Accounts are written

off when all efforts to collect have been exhausted.

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

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See “Note 18 – Income Taxes.”

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

Combinations” (“ASC 805”).

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

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

Any excess of the purchase

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

To the extent

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

is recognized.

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

the fair value during the measurement period.

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

of operations from the date of acquisition.

Acquisition-related costs are expensed as incurred.

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

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

respectively.

At December 31, 2023 and 2022, the Company had accruals reported on the balance sheet as current liabilities of $ 0 and $ 0 , 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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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.

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.

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, 2023 and 2022, the Company recorded $ 0 and $ 2,499,753 in impairment expense related to goodwill and $ 2,958,500 and $ 2,958,500 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.

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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

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.

of the goodwill is deductible for income tax purposes.

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

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

$ 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.

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

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As of December 31, 2023 and 2022, the Company

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

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

See “Note 8 – Advances

Non-Convertible and PPP Notes Payable.”

and Non-Convertible 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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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

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).

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

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.

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.

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

1 unchanged sentence

or cash flows.

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.

a company headquartered in Virginia, operates 11 metal recycling facilities in Virginia and North Carolina, where it collects, classifies

and processes raw scrap metals (ferrous and nonferrous) for recycling, such as iron, steel, aluminum, copper, lead, stainless steel and

Empire’s business consists of purchasing scrap metals from retail customers, municipal governments and large corporations,

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

Empire utilizes technology

to create operating efficiencies and competitive advantages over other scrap metal recyclers.

the effective time of the Empire Acquisition, each share of Empire’s common stock was converted into the right to receive consideration

consisting of:

(i) 1,650,000 shares of newly-issued restricted shares of the Company’s common stock, par value $ 0.001 per share,

(ii) within 3 business days of the closing of the Company’s next capital raise, repayment of a $ 1 million advance made to purchase

Empire’s Virginia Beach location to Empire’s sole shareholder and Greenwave’s CEO and (iii) a promissory note in the

principal amount of $ 3.7 million with a maturity date of September 30, 2023 to Empire’s sole shareholder and Greenwave’s

merger agreement contains representations, warranties and covenants customary for transactions of this type.

Investors in, and security

holders of, the Company should not rely on the representations and warranties as characterizations of the actual state of facts since

they were made only as of the date of the Empire Acquisition.

Moreover, information concerning the subject matter of such representation

and warranties may change after the date of the Empire Acquisition, which subsequent information may or may not be fully reflected in

public disclosures.

September 30, 2021, the Company entered into an employment agreement with the sole owner of Empire which did not represent additional

purchase consideration.

fair value of the assets acquired and liabilities assumed are based on management’s initial estimates of the fair values on October

1, 2021 and on subsequent measurement adjustments as of December 31, 2021.

Based upon the purchase price allocation, the following table

summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

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

assets acquired

consideration paid:

purchase consideration paid

assets acquired and liabilities assumed are recorded at their estimated fair values on the acquisition date as adjusted during the measurement

period with subsequent changes recognized in earnings or loss.

The Company utilized an independent specialist for the valuation of the

intangible assets.

following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Empire had occurred as of

the beginning of the following period:

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA

December 31, 2021

Income (Loss) Available to Common Shareholders

Basic Earnings (Loss) per Share

Diluted Earnings (Loss) per Share

forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning

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

4 – CONCENTRATIONS OF RISK

2 unchanged sentences

During the year ended December 31, 2023, two suppliers accounted for $ 609,119 and $ 374,800 ,

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.

or 2.88 % and 1.77 %.

During the year ended December 31, 2022, two suppliers accounted for $ 1,114,265 and $ 639,676 , or 5.3 % and 3.0 %, respectively

of the scrap metal purchases made by the Company.

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.

At December 31,

2023, six certain large customers individually accounted for $ 154,090 , $ 95,510 , $ 95,219 ,

$ 62,057 , $ 59,932 , and $ 54,007 , or 23.84 %, 14.78 %, 14.74 %, 9.60 %, 9.27 %, and 8.35 %, re spectively.

At December 31, 2022, one customer

accounted for $ 164,932 , or 77 %, of our accounts receivable.

Concentrations

Company has a concentration of customers.

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

For the fiscal year ended December 31, 2023, two large customers individually accounted

for $ 20,716,044 and $ 2,001,847 , or approximately 58.08 % and 5.61 % 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.

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.

Company’s sales are concentrated in the Virginia and northeastern North Carolina markets.

4 unchanged sentences

6 – 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, 2022 and 2021 is summarized as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

accumulated depreciation

and equipment as of December 31, 2023 and 2022 is summarized as follows:

OF PROPERTY AND EQUIPMENT

December 31, 2023

December 31, 2022

Machinery & Equipment

Furniture & Fixtures

Leaseholder Improvement

Less accumulated depreciation

( 5,256,392 )

( 2,546,486 )

and equipment, net

Property and equipment, net

expense for the years ended December 31, 2023 and 2022 was $ 2,856,380

1 unchanged sentence

respectively.

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

and $ 388,877 ,

Impairment of equipment for the years ended December 31, 2023 and 2022 was $ 197,458 and

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.

Loss on assets for the years ended December 31, 2023 and 2022 was $ 9,850,850

respectively due to loss on a related-party asset purchase.

As of December 31, 2023 and 2022, the Company’s lenders had

and $ 1,193,380 ,

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

7 – AMORTIZATION OF INTANGIBLE ASSETS

2 unchanged sentences

OF INTANGIBLE ASSETS

December 31, 2023

Gross carrying

Intellectual Property

$ ( 1,366,200 )

Customer List

( 4,786,650 )

finite-lived intangibles

Total intangible assets, net

$ ( 6,656,625 )

intangible assets, net

December 31, 2022

Gross carrying

Intellectual Property

$ ( 759,000 )

Customer List

( 2,659,250 )

finite-lived intangibles

intangible assets, net

Total intangible assets, net

$ ( 3,698,125 )

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:

There were no intangible assets acquired during the years ended December 31, 2023 and 2022.

expense for intangible assets was $ 2,958,500 and $ 2,958,500 for the years ended December 31, 2023 and 2022, respectively.

Total estimated

amortization expense for our intangible assets for the years 2024 through 2028 is as follows:

OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS

ended December 31,

Year ended December 31,

8 – ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE

28 unchanged sentences

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 .

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 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.

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 .

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

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 .

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

The Company was required to

make weekly payments in the amount $ 60,020 through December 2023.

The advance matured on December 15, 2023 .

There was amortization of

debt discount of $ 492,540 and $ 32,460 during the years ended December 31, 2023 and 2022, respectively.

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

The Company made cash repayments of $ 695,198 and

the remaining $ 2,149,742 balance was repaid out of the proceeds of another advance during the year ended December 31, 2023.

As of December

31, 2023 and 2022, the revenue factoring advance had a balance of $ 0 and $ 2,352,000 , net an unamortized debt discount of $ 0 and $ 492,540 ,

respectively.

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 .

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

The Company was required to

make weekly payments in the amount $ 34,904 through December 2023.

The advance matured on December 15, 2023.

There was amortization of

debt discount of $ 323,669 and $ 21,330 during the years ended December 31, 2023 and 2022, respectively.

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

The Company made cash repayments of $ 408,136 and the remaining

$ 1,302,152 balance was repaid out of the proceeds of another advance during the year ended December 31, 2023.

As of December 31, 2023

and 2022, the revenue factoring advance had a balance of $ 0 and $ 1,386,619 net an unamortized debt discount of $ 0 and $ 323,670 , respectively.

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 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 $ 404,812 and $ 2,188 during the years ended December 31, 2023 and 2022, respectively.

The Company made cash repayments of $ 1,474,000

and $ 0 during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, the revenue factoring advance

had a balance of $ 0 and $ 1,069,188 net an unamortized debt discount of $ 0 and $ 404,812 , respectively.

January 17, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 770,000 for a purchase price of $ 550,000 .

There was an origination fee of $ 50,000 .

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

The Company was required to make weekly payments in the amount $ 24,062 through June 2023.

The advance matured on June 17, 2023.

was amortization of debt discount of $ 270,000 during the year ended December 31, 2023.

The Company made cash repayments of $ 192,500 and

the remaining balance of $ 548,625 was repaid out of the proceeds of another advance during the year ended December 31, 2023.

a $ 28,875 gain on settlement of the advance during the year ended December 31, 2023.

As of December 31, 2023, the revenue factoring advance

had a balance of $ 0 .

January 17, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 1,400,000 for a purchase price of

$ 1,000,000 .

There was an origination fee of $ 100,000 .

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

The Company was required to make weekly payments in the amount $ 43,750 through June 2023.

The advance matured on June 17, 2023.

There was amortization of debt discount of $ 500,000 during the year ended December 31, 2023.

The Company made cash repayments of $ 350,000

and the remaining balance of $ 1,003,870 was repaid out of the proceeds of another advance during the year ended December 31, 2023.

was a $ 46,130 gain on settlement of the advance during the year ended December 31, 2023.

As of December 31, 2023, the revenue factoring

advance had a balance of $ 0 .

March 29, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 2,902,500 for a purchase price of $ 2,250,000 .

There was an origination fee of $ 67,500 .

The proceeds of $ 2,182,500 were used to pay off other advances and there were no cash proceeds.

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

The Company was required to make weekly

payments in the amount $ 54,764 through April 2024.

The advance matured on April 24, 2024.

There was amortization of debt discount of

$ 652,500 during the year ended December 31, 2023.

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

debt discount of $ 404,812 .

The Company made cash repayments of $ 2,744,950 during the year ended December 30, 2023.

There was a gain of settlement of $ 157,550 during the year ended December 31, 2023.

As of December 31, 2023, the revenue factoring advance

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

March 29, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 4,386,000 for a purchase price of $ 3,400,000 .

There was an origination fee of $ 102,000 .

There were cash proceeds of $ 476,109 and the remaining proceeds of $ 2,821,891 were used to

pay off other advances.

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

The Company was

required to make weekly payments in the amount $ 82,755 through April 2024.

The advance matured on April 24, 2024.

There was amortization

of debt discount of $ 986,000 during the year ended December 31, 2023, respectively.

The Company made cash repayments of $ 4,080,105 during

the year ended December 31, 2023.

There was a gain of settlement of $ 305,895 during the year ended December 31, 2023.

As of December

31, 2023, the revenue factoring advance had a balance of $ 0 , net an unamortized debt discount of $ 0 .

May 26, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 917,000 for a purchase price of $ 700,000 .

There was an origination fee of $ 21,000 .

There were cash proceeds of $ 679,000 .

The Company’s Chief Executive Officer was personally

liable for this factoring advance.

The Company was required to make weekly payments in the amount $ 17,635 through May 2024.

matured on May 26, 2024.

There was amortization of debt discount of $ 238,000 during the year ended December 31, 2023.

The Company made

cash repayments of $ 861,000 during the year ended December 31, 2023.

There was a gain of settlement of $ 56,000 during the year ended

December 31, 2023.

As of December 31, 2023, the revenue factoring advance had a balance of $ 0 .

net an unamortized debt discount of $ 0 .

May 26, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 393,000 for a purchase price of $ 300,000 .

There was an origination fee of $ 9,000 .

There were cash proceeds of $ 291,000 .

The Company’s Chief Executive Officer was personally

liable for this factoring advance.

The Company was required to make weekly payments in the amount $ 7,558 through May 2024.

matures on May 26, 2024.

There was amortization of debt discount of $ 102,000 during the year ended December 31, 2023.

The Company made

cash repayments of $ 375,000 during the year ended December 31, 2023.

There was a gain of settlement of $ 18,000 during the year ended

December 31, 2023.

As of December 31, 2023, the revenue factoring advance had a balance of $ 0 net an unamortized debt discount of $ 0 .

June 7, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 1,400,000 for a purchase price of $ 910,000 .

There was an origination fee of $ 90,000 .

There were cash proceeds of $ 910,000 during the nine months ended September 30, 2023.

The Company’s

Chief Executive Officer was personally liable for this factoring advance.

The Company was required to make weekly payments in the amount

$ 51,785 through March 2024.

The advance matured on March 7, 2024.

There was amortization of debt discount of $ 490,000 during the year

ended December 31, 2023, respectively.

The Company made cash repayments of $ 1,379,910 during the year ended December 31, 2023.

was a gain of settlement of $ 20,090 during the year ended December 31, 2023.

As of December 31, 2023, the revenue factoring advance had

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

remaining advances are for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption

1 unchanged sentence

D thereunder in 2018.

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

As of December 31, 2023 and 2022, the Company owed $ 85,000 for Simple Agreements for Future Tokens.

Non-Convertible

Notes Payable

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

$ 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

was consolidated into a new non-convertible note with a face value of $ 79,000 , resulting in a loss on debt settlement of $ 38,219 as of

December 31, 2020.

On June 2, 2021, holders of this non-convertible notes entered into an agreement to cancel the entire amount owed

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

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

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

The note had a maturity date of May 4, 2022 and bore 1 % interest

On April 6, 2021, the Small Business Administration forgave the Company’s Paycheck Protection Program loan in the principal

amount of $ 50,000 and accrued interest of $ 466 , resulting in gain on forgiveness of debt of $ 50,466 .

As of December 31, 2022 and December

31, 2021, the Company owed $ 0 and $ 0 in principal and $ 0 and $ 330 in accrued interest, respectively, on this note.

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 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 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.

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 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.

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 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.

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.

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

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for an Economic Injury

Disaster Loan (“EIDL”) note with a 3.75 % interest rate and a maturity date of April 19, 2040 .

As of October 1, 2021, the

note’s principal balance was $ 500,000 and had $ 12,501 in accrued interest.

The Company made payments towards interest of the note

of $ 4,874 from October 1 to November 30, 2021.

There was an interest expense of $ 5,211 on this note from October 1 to November 30, 2021.

The Company paid $ 512,838 to settle the note on November 30, 2021.

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

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

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

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 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.

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

Program (“PPP”) note with a 1 % interest rate and a maturity date of March 16, 2023 .

As of October 1, 2021, the note’s

principal balance was $ 543,000 in principal and had $ 2,902 in accrued interest.

The note was secured by assets of Empire.

The note accrued

interest of $ 1,012 from October 1 to December 7, 2021.

On December 7, 2021, the Small Business Administration forgave the Company’s

Paycheck Protection Program loan in the principal amount of $ 543,275 and accrued interest of $ 3,915 , resulting in gain on forgiveness

of debt of $ 547,190 .

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

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory

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

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 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.

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 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.

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 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.

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.

judgement entered against the Company (See Note 11 – Commitments and Contingencies ).

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

There was amortization of the debt discount of $ 3,182 and $ 10,297 during the year s

ended December 31, 2023 and 2022, re spectively .

the year s ended December 31, 2023 and 2022, the Company made $ 40,000 and $ 165,000 in payments

towards the Resolution Agreement, re spectively .

As of December 31, 2023 and 2022, the Resolution

Agreement had a balance of $ 0 and $ 38,284 , net an unamortized debt discount of $ 0 and $ 3,182 , respectively.

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

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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 .

During the years ended December 31, 2023 and 2022, the Company made $ 27,393 and $ 6,182

in payments towards the financing agreement, respectively.

There was amortization of debt discount of $ 1,592 and $ 1,296 during the years

ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, the financing agreement had a balance of $ 34,312 and

$ 60,114 , net an unamortized debt discount of $ 6,298 and $ 7,890 , respectively.

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

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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 .

During the years ended December 31, 2023 and 2022, the Company made $ 354,789 and $ 46,655 in

payments towards the note, respectively.

There was amortization of debt discount of $ 72,932 and $ 34,440 during the years ended December

31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, the note had a balance of $ 455,929 and $ 732,550 net an unamortized

debt discount of $ 107,097 and $ 180,030 , respectively.

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

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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 .

The Company made principal payments of $ 16,727

and $ 4,046 during the years ended December 31, 2023 and 2022, respectively.

The Company made interest payments of $ 36,985 and $ 9,382 during

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

As of December 31, 2023 and 2022, the note had a principal balance of $ 579,227

and $ 595,954 and accrued interest of $ 2,991 and $ 3,184 , respectively.

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

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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 .

The Company made principal payments

of $ 16,727 and $ 4,046 during the years ended December 31, 2023 and 2022, respectively.

The Company made interest payments of $ 36,985 and

$ 9,382 during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, the note had a principal balance

of $ 579,227 and $ 595,954 and accrued interest of $ 2,991 and $ 3,184 , respectively.

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

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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 .

There was amortization of debt discount of $ 256,797 and $ 47,411 during the years ended December 31, 2023 and 2022, respectively.

There were payments of $ 1,374,821 and $ 165,594 towards the note during the year ended December 31, 2023 and 2022, respectively.

December 31, 2023 and 2022, the note had a balance of $ 1,268,792 , and $ 2,386,817 net an unamortized debt discount of $ 171,484 and $ 428,281 ,

respectively.

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 .

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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 .

There was amortization of debt discount of $ 102,505 and $ 6,618 during

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

There were payments of $ 390,198 and $ 0 during the years ended December 31,

2023 and 2022, respectively.

As of December 31, 2023 and 2022, the note had a balance of $ 797,427 and $ 1,085,120 net an unamortized debt

discount of $ 352,005 and $ 454,510 , respectively.

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 .

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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 .

There was amortization of debt discount of $ 103,312 and $ 6,867 during

the years ended December 31, 2023 and 2022.

respectively.

There were payments of $ 396,977 during the years ended December 31, 2023 and

2022, respectively.

As of December 31, 2023 and 2022, the note had a balance of $ 805,949 and $ 1,099,614 net an unamortized debt discount

of $ 357,164 and $ 460,476 , respectively.

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 .

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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 .

There was amortization of debt discount of $ 107,589 and $ 6,867 during

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

There were payments of $ 406,295 and $ 0 during the years ended December 31,

2023 and 2022, respectively.

As of December 31, 2023 and 2022, the note had a balance of $ 827,495 and $ 1,126,201 net an unamortized debt

discount of $ 364,069 and $ 471,659 , respectively.

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 .

4 unchanged sentences

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

There was amortization of debt discount of $ 107,434 and $ 3,254 during

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

There were payments of $ 396,167 and $ 0 during the year ended December 31, 2023

and 2022, respectively.

As of December 31, 2023 and 2022, the note had a balance of $ 807,900 and $ 1,096,634 net an unamortized debt discount

of $ 353,367 and $ 460,801 , respectively.

January 10, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,245,018 for a purchase price of $ 1,021,500 .

The note is secured by certain assets of the Company.

There were cash proceeds of $ 1,000,000 .

The Company is required to make monthly

payments in the amount of $ 10,365 through March 2023 and then monthly payments in the amount of $ 34,008 through March 2026.

bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on March 10, 2026.

There was addition of debt

discount of $ 223,518 and amortization of $ 80,564 during the year ended December 31, 2023.

There were payments of $ 453,820 during the

year ended December 31, 2023.

As of December 31, 2023, the note had a balance of $ 648,244 net an unamortized debt discount of $ 142,954 .

January 12, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,185,810

for a purchase price of $ 832,605 .

The note is secured by certain assets of the Company.

There were non-cash proceeds of $ 832,605

used to purchase equipment.

The Company is required to make monthly payments in the amount of $ 8,030

through April 2023 and then monthly payments in the amount of $ 16,135

through April 2028.

The note bears an interest rate of 10.6 %,

is secured by certain assets of the Company, and matures on April 12, 2028.

There was amortization of debt discount of $ 75,253

during year ended December 31, 2023.

There were payments of $ 286,983

during the year ended December 31, 2023.

As of December 31, 2023, the note had a balance of $ 620,876

net an unamortized debt discount of $ 277,951 .

February 23, 2023, the Company entered into a secured promissory note in the principal amount of $ 822,040 for a purchase price of $ 628,353 .

The note is secured by certain assets of the Company.

There were non-cash proceeds of $ 628,253 used to purchase equipment.

is required to make monthly payments in the amount of $ 6,370 through June 2023 and then monthly payments in the amount of $ 16,595 through

The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on June 23, 2027.

was amortization of debt discount of $ 182,908 during year ended December 31, 2023.

There were payments of $ 297,020 during the year ended

December 31, 2023.

As of December 31, 2023, the note had a balance of $ 514,241 net an unamortized debt discount of $ 10,779 .

February 24, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,186,580 for a purchase price of $ 832,605 .

The note is secured by certain assets of the Company.

There were non-cash proceeds of $ 832,605 used to purchase equipment.The Company

is required to make monthly payments in the amount of $ 9,185 through June 2023 and then monthly payments in the amount of $ 23,955 through

The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on June 24, 2027.

were additional fees incurred of $ 21,380 during the year ended December 31, 2023.

There were payments of $ 224,859 during the year ended

December 31, 2023.

As of December 31, 2023, the note had a balance of $ 660,761 net an unamortized debt discount of $ 300,960 .

March 1, 2023, the Company entered into a secured promissory note in the principal amount of $ 635,000 .

The note is secured by certain assets of the Company.

There were non-cash proceeds of $ 635,000

used to purchase equipment.

The Company is required to make a payment in the amount of $ 63,500

on March 15, 2023 and then commencing on April 15, 2023, monthly payments in the amount of $ 14,138

through March 2027.

The note bears an interest rate of 8.5 %,

is secured by certain assets of the Company, and matures on March 15, 2027.

There were payments of $ 111,697

to principal and interest, respectively, during the year ended December 31, 2023.

The Company assigned the remaining balance due

under the note to DWM Properties, LLC, which is controlled by the Company’s Chief Executive Officer, in July 2023.

December 31, 2023, the note had a balance of $ 0

and accrued interest of $ 0 .

April 12, 2023, the Company entered into a secured promissory note in the principal amount of $ 317,415 for a purchase price of $ 219,676 .

The note is secured by certain assets of the Company.

There were non-cash proceeds of $ 219,676 used to purchase equipment.The Company

is required to make monthly payments in the amount of $ 2,245 through August 2023 and then monthly payments in the amount of $ 4,315 through

The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on July 12, 2029.

were payments of $ 64,114 during the year ended December 31, 2023.

There was amortization of debt discount of $ 28,101 during the year

ended December 31, 2023, respectively.

As of December 31, 2023, the note had a balance of $ 183,663 net an unamortized debt discount of

July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer

in the principal amount of $ 17,218,350 .

The note was for the purchase of certain equipment from an entity controlled by the Company’s

Chief Executive Officer and is secured by such equipment.

There were non-cash proceeds of $ 17,218,350 used to purchase equipment.

note is junior to the senior secured debt entered into by the Company on the same date.

The note matures on July 31, 2043 and accrues

interest at 7 % per annum.

The note requires interest-only payments until the senior secured debt is fully satisfied.

The Company made

payments of $ 0 and $ 498,625 towards the principal and interest, respectively, during the year ended December 31, 2023.

As of December

31, 2023, the note had a balance of $ 17,218,350 .

following table details the current and long-term principal due under non-convertible notes as of December 31, 2023.

OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE

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)

SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE

GM Financial (Issued April 11, 2022)

Non-Convertible Note (Issued March 8, 2019)

Deed of Trust Note (Issued September 1, 2022)

Equipment Finance Note (Issued April 21, 2022)

Equipment Finance Note (Issued September 14, 2022)

Equipment Finance Note (Issued November 28, 2022)

Equipment Finance Note (Issued December 15, 2022)

Equipment Finance Note (Issued January 10, 2023)

Equipment Finance Note (Issued January 12, 2023)

Equipment Finance Note (Issued February 23, 2023)

Equipment Finance Note (Issued February 24, 2023)

Equipment Finance Note (Issued April 12, 2023)

Related Party Promissory Note (Issued July 31, 2023)

Simple Agreements for Future Tokens (Issued February 2018)

Debt Discount

( 1,739,461 )

Principal of Non-Convertible Notes

Total Principal of Non-Convertible Notes

principal payments due on non-convertible notes 2024 through 2028 and thereafter is as follows:

SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES

ended December 31,

Year ended December 31,

9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts Payable and Accrued Expenses

Accounts Payable

Accrued Interest

Accrued Expenses

Total Accounts Payable and Accrued Expenses

10 – ACCRUED PAYROLL AND RELATED EXPENSES

10 unchanged sentences

aggregate, a material adverse effect on our business, financial condition or operating results.

Mullin’s Demand for Arbitration

December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities

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Sheppard Mullin was awarded $ 459,250.88 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 all its required payments under the Resolution Agreement .

DEQ Consent Order

June 30, 2021, the Company entered into a Consent Order with the Virginia State Water Control Board.

Under the Consent Order, the Company

is required to pay a civil penalty of $ 90,000 , improve its internal control plans regarding recycled and waste materials, remediate certain

environmental concerns on the properties it leases, among other requirements.

The Company believes it is appropriate to recognize an

environmental remediation liability as a regulatory claim that was asserted in the Notices of Violations issued to the Company in November

2019, for which the June 2021 Consent Order rectifies.

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred $ 71,017 in environmental remediation

liabilities, of which $ 15,017 was a fair estimate of the cost to remediate the properties it leases and a balance of $ 56,000 for the

civil penalty as of the acquisition date.

The Company paid $ 34,983 towards the remediation of the properties and $ 42,000 towards the

civil penalty from October 1, 2021 to December 31, 2021.

The Company had $ 22,207 in environmental remediation liabilities as of December

31, 2021, of which $ 14,000 is the remaining civil penalty and $ 8,207 is the estimated cost to remediate the properties in accordance

with the Consent Order.

The Company is committed to improving its processes and controls to ensure its operations have minimal environmental

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

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

Investments’ Petition

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,

LLC received a default judgment against the Company in the amount of $144,950 .

On June 17, 2021, Greenwave filed a motion to set aside

default and motion for new trial asserting it was improperly served.

On July 20, 2021, the court granted the Company’s motion finding

and ordered a new trial of the matter.

On December 1, 2021, the Rother Investment Note and the complaint were settled for payment of

The complaint was dismissed on December 3, 2021.

Up Lending Group, Ltd.

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,

in the Supreme Court of the State of New York, County of Nassau.

The complaint alleged, among other things, (i) the occurrence of events

of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company

including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii)

lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof.

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.

In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against

the Company and Isaac Dietrich, the Company’s former Chief Executive Officer and director, in the total amount of $ 350,551.10 entered

in the Office of the Clerk of the County of Nassau on February 23, 2021 (the “Judgement”), agreed to a settlement and filing

of a satisfaction of judgment in consideration of receipt of the sum of $ 150,000.00 (the “Settlement Amount”) on April 30,

The Company accepted the aforementioned offer by remitting the Settlement Amount timely and in full.

Accordingly, a satisfaction

of Judgment was filed by PowerUp with the Office of the Clerk of the County of Nassau on May 3, 2020.

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.

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.

(“Iroquois”) against the Company, Isaac

Dietrich, a former officer and director, and Danny Meeks, the Company’s director, and Empire Services, Inc.

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

Company’s alleged failure to reserve more than 150 million shares of common stock that Iroquois is allegedly entitled to in connection

with the exercise of a certain warrant issued by the Company on July 21, 2017, and subsequently purchased by Iroquois from an unrelated

As a result of a legal action commenced by Isaac Dietrich, Danny Meeks, and Empire (See – “ Litigation ”

below), Iroquois informed the American Arbitration Association (the arbitral body overseeing the Arbitration) that it would (i) dismiss

the Counterclaim Defendants from the Arbitration without prejudice, (ii) assert its claims against Isaac Dietrich, Danny Meeks, and Empire

the in the action commended by them, and (iii) proceed with the Arbitration with respect to the Company only.

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

parties to the warrant the Demand based on, and as such, the Demand could not have brought against them.

Declaratory relief and injunctive

relief were sought in the Complaint.

On August 20, 2021, Iroquois submitted an answer with counterclaims stating that Iroquois informed

the American Arbitration Association (the arbitral body overseeing the Arbitration) that it would (i) dismiss the Counterclaim Defendants

from the Arbitration without prejudice, (ii) assert its claims against Isaac Dietrich, Danny Meeks, and Empire the in the action commended

by them, and (iii) proceed with the Arbitration with respect to the Company only.

In its answer, Iroquois made allegations substantially

similar to the claims made in the Arbitration, asserted defenses, and requested an award in not less than $ 12 million against Demand,

Isaac Dietrich, Danny Meeks, and Empire, an entry of an award of a constructive trust against them, and costs and expenses, including

its reasonable attorneys’ fees, incurred in prosecuting said action and the Arbitration.

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 16

– Stockholders’ Equity ).

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

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 and Release (the “Resolution Agreement”) with Sheppard

Mullin 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 of its required payments under the Resolution

Leases (Operating Leases)

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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 lease had an expiration date of March 31, 2024 and Empire was required to make a security deposit

The Company does not have an option to extend the lease.

The Company cannot sublease the office under the lease agreements.

The Company did not renew the lease.

October 11, 2021, Empire entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing

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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 .

The lease had an expiration date of 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.

The Company terminated the lease on August 1, 2023.

January 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of

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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.

The lease had an expiration of January 1, 2024 and the Company has two options to extend the lease by 5 years per

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.

cannot sublease the property under the lease agreement.

The Company terminated the lease on August 1, 2023.

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 .

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.

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.

Company cannot sublease the property under the lease agreement.

January 1, 2023, 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 Chesapeake facility located at 101 Freeman Ave, Chesapeake, VA 23324.

Under the terms

of the lease, the Company is required to pay $ 9,000 per month for the facility beginning January 1, 2023 and increasing by 3% on January

The lease expires on January 1, 2025 and the Company has two options to extend the lease by 5 years per option.

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.

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.

July 31, 2023, the Company terminated the leases for 12 scrap yards .

There was a gain on termination of lease of $ 108,863 during the

year ended December 31, 2023.

Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards from an entity controlled

by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above, for an aggregate rent

of $ 54,970 per month.

Leases (Operating Leases)

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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.

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 expired 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.

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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

ROU assets – related party

Total ROU assets

Current portion of lease liabilities – related party

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, 2023 were as follows:

OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS

ended December 31,

Minimum Lease Payments

Year ended December 31,

Total Minimum Lease Payments

Imputed Interest

$ ( 371,670 )

Value of Lease Payments

Present Value of Lease Payments

Current Portion

$ ( 200,971 )

Long Term Portion

Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024.

47 unchanged sentences

for the waiver of liquidated damages.

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

OF MATURITY DATES OF CONVERTIBLE NOTES

Principal Outstanding

July 3, 2023, the Company closed a bridge financing in the principal amount of $ 1,031,250 for a purchase price of $ 825,000 with certain

accredited investors.

The bridge notes matured on July 31, 2023 and were personally guaranteed by the Company’s Chief Executive

The bridge notes were exchanged into the senior secured offering which closed on July 31, 2023 and are retired.

July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company

sold, and the investors purchased, approximately $ 15,000,000 , which consisted of approximately $ 13,188,750 in cash and $ 1,031,250 of

existing debt of the Company which was exchanged for the notes and warrants issued in this offering in principal amount of senior secured

convertible notes and warrants and $ 500,000 in notes issued as commission.

The transaction closed on August 1, 2023.

The Senior Notes

were issued with an original issue discount of 16.67 %, do not bear interest, unless in the event of an event of default, in which case

the notes bear interest at the rate of 18 % per annum until such default has been cured, and mature after 24 months, on July 31, 2025 .

The aggregate principal amount of the notes is $ 18,000,000 .

The Company will pay to the Investors an aggregate of $ 1,000,000 per month

beginning on the last business day of the sixth (6th) full calendar month following the issuance thereof.

The Senior Notes are convertible

into shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”), at a conversion price per share

of $ 1.50 , subject to adjustment under certain circumstances described in the Senior Notes.

There is a 125 % conversion premium for any

principal converted to shares of common stock.

In occurrence of an event of default, until such event of default has been cured, the

Holder may, at the Holder’s option, convert all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion

rate equal to the quotient of (x) the Redemption Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest

VWAP of the Common Stock for the three (3) Trading Days immediately preceding the delivery or deemed delivery of the applicable Conversion

Notice, and (B) the lesser of (1) 80% of the VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed

delivery of the applicable Conversion Notice, and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common

Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day

period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,

divided by (y) three (3) and (II) the floor price of $0.196 .

To secure its obligations thereunder and under the 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 security agreement and a related trademark security agreement.

The Company has the option to redeem the Senior Notes at

a 10 % redemption premium.

There is a 125 % change in control redemption premium.

The maturity date of the Senior Notes also may be extended

by the holders under circumstances specified therein.

Danny Meeks, the Company’s Chief Executive Officer, and the Company’s

subsidiaries each guaranteed the Company’s obligations under the Senior Notes.

In the event of default, the Company shall immediately

pay to the Holder an amount in cash representing (i) all outstanding Principal and accrued and unpaid late charges on such principal,

multiplied by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice

or demand or other action by the holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such

right to receive payment upon a bankruptcy event of default.

The Warrants are exercisable for five years to purchase an aggregate of

4,420,460 shares of Common Stock at an exercise price of $ 0.01 , subject to adjustment under certain circumstances described in the Warrants.

There were an additional 866,441 warrants issued at an exercise price of $ 1.50 per share for a period of five years as commission for

the offering, the Company credited additional paid in capital $ 3,279,570 and $ 753,567 for a debt discount for the fair value of warrants

issued in its senior secured debt offering and the warrants issued as commission for its senior secured debt offering, respectively.

Further, there was a $ 3,850,000 debt discount created for the offering costs and original issuance discount on the Senior Notes.

Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions:

yield of 0 %, (2) expected volatility of 148.60 % to 149.08 %, (3) risk-free interest rate of 4.18 % - 4.70 %, and (4) expected life of 5.01

August 21, 2023, as a result of the Company’s registered direct offering, the conversion price of the Senior Notes was reduced

from $ 1.50 to $ 1.02 per share.

The Company credited additional paid in capital $ 5,022,200 for a deemed dividend for the triggering of

certain price protection provisions in its senior secured debt.

During the nine months ended September 30, 2023, the Company credited

additional paid in capital $ 5,022,200 for a deemed dividend for the triggering of certain price protection provisions in its senior secured

The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 148.60 %, (3) risk-free interest rate of 4.70 %, and (4) expected life of 2.95 years.

the year ended December 31, 2023, there was amortization of debt discount of $ 2,219,221 .

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.

of December 31, 2023, the carrying value of the convertible notes was $ 12,098,241 , net of unamortized debt discount of $ 5,901,759 .

of December 31, 2023, the current and non-current portions of the note are $ 8,065,494 and $ 4,032,747 , net unamortized debt discounts

of $ 3,394,506 and $ 1,967,253 , respectively.

maturity date of the convertible notes outstanding at December 31, 2023 is:

OF MATURITY DATES OF CONVERTIBLE NOTES

Maturity Date

Total Principal Outstanding

14 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

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

for Identical Assets

Quoted Prices

Markets for Identical Assets

Derivative liability

Quoted Prices

Identical Assets

Derivative liability

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

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 )

out due to cash payments made pursuant to settlement agreements

( 180,988,150 )

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)

Balance, December 31, 2021

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

( 29,759,766 )

to market to February 17, 2022

Mark to market to February 17, 2022

( 14,264,476 )

December 31, 2022

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

Mark to market to December 31, 2022

Balance, December 31, 2022

Mark to market to December 31, 2023

Balance, December 31, 2023

Gain on change in derivative liabilities for the year ended December 31, 2023

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.

15 – STOCKHOLDERS’ EQUITY

Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $ 0.001 per share.

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.

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

December 16, 2021, the Company’s former Chief Executive Officer forfeited his 1,000 shares of Series C Preferred Stock for no consideration.

Certificate of Elimination of the Series C convertible preferred stock was filed on December 16, 2021.

November 23, 2020, the Company authorized the issuance of 100 shares of Series X Preferred Stock, par value $ 0.0001 per share.

X Preferred Stock has a $ 20,000 stated value and is convertible into shares of common stock at $ 0.60 per share, subjected to certain

In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than

the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued

The Certificate of Designation for the Series X Preferred Stock was filed on November 23, 2020.

November 25 to December 23, 2020, the Company issued an aggregate of 16.05 shares of Series X Preferred Stock for aggregate proceeds

of $ 321,000 .

Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price.

during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $ 454,200 upon issuance

of the Series X preferred shares with a $ 454,200 increase in Discount on preferred stock and a corresponding increase in additional paid-in

The preferred stock discount was amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the

Series X preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s

authorized shares.

Amortization of the preferred stock discount of $ 46,448 was recognized as a deemed dividend for the year ended December

As of December 31, 2020, unamortized debt discount on Series X Preferred Stock was $ 407,752 .

February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of

Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price.

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 .

Certificate of Elimination of the Series X convertible preferred stock was filed on December 10, 2021.

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.

Y Preferred Stock has a $ 20,000 stated value and is convertible into shares of common stock at $ 0.60 per share, subjected to certain

In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than

the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued

The Certificate of Designation for the Series Y Preferred Stock was filed on December 30, 2020.

December 23 to December 30, 2020, the Company issued 654.781794 shares of Series Y Preferred Stock, having a stated value of $ 13,095,636 ,

in exchange for convertible notes payable of $ 5,775,767 (net of debt discount of $ 133,608 ), accrued interest of $ 3,625,237 , and 14,765,624,721

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 .

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

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.

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.

28 unchanged sentences

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.

January 23, 2023, 72 shares of Series Z Preferred Stock were converted into 288,494 shares of common stock.

July 28, 2023, the Company issued 1,013,500 shares of common stock to the Company’s Chief Executive Officer for the exchange of

250 shares of Series Z preferred stock.

August 1, 2023, the Company filed a Certificate of Elimination to retire the class of Series Z preferred stock.

of December 31, 2023 and 2022, there were 0 and 322 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, 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, 2021, an investor owning 4,950 shares of the Company’s common stock and warrants to purchase 3,238,542

common shares at $ 0.12 per share entered into an agreement to cancel the aforementioned common shares and warrants in exchange for a

cash payment of $ 11,000 by the Company.

Accordingly, the cancelation agreement resulted in a reduction in common stock of $ 5 for the

par value of the common shares, a reduction in additional paid-in capital of $ 10,995 , and a reduction in the derivative liability of

$ 74,134,327 and a gain on settlement of $ 74,134,327 .

the year ended December 31, 2021, the Company awarded an aggregate of 7,252 fully-vested shares of common stock, having a fair value

of $ 166,855 , to the Chief Executive Officer for services rendered.

the year ended December 31, 2021, the Company issued 1,650,000 shares of common stock, having a fair value of $ 18,414,000 for the acquisition

of Empire Services, Inc.

the year ended December 31, 2021, the Company retired 3,012,746 shares to be issued for no consideration, returning the $ 3,013 for the

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

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.

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.

the year ended December 31, 2023, the Company issued 1,301,994 shares of common stock for the conversion and exchange of 322 shares of

Series Z Preferred Stock.

the year ended December 31, 2023, the Company issued 275,929 shares of common stock with a fair market value of $ 254,448 for services

rendered and to be rendered under the Company’s employee stock option plan.

the year ended December 31, 2023, the Company issued 1,551,428 shares of common stock for the exercise of warrants for cash proceeds

of $ 15,511 .

the year ended December 31, 2023, the Company issued 361,487 shares of common stock for the cashless exercise of 367,079 warrants.

the year ended December 31, 2023, the Company issued 2,511,166 shares of common stock for the sale of common stock for proceeds of $ 2,841,181 ,

net offering costs of $ 348,000 .

of December 31, 2023 and 2022, there were 16,964,336 and 10,962,319 shares, respectively, of common stock issued and outstanding.

11 unchanged sentences

See Note 16 – Warrants .

the year ended December 31, 2023, the Company credited additional paid in capital $ 3,279,570 for a debt discount for the fair value of

warrants issued in its senior secured debt offering.

The Company estimated the fair value of the warrants using the Black-Scholes Pricing

Model based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 149.08 %, (3) risk-free interest rate of

4.18 %, and (4) expected life of 5.01 years.

the year ended December 31, 2023, the Company credited additional paid in capital $ 753,567 for a debt discount for the fair value of

warrants issued as commission for its senior secured debt offering.

The Company estimated the fair value of the warrants using the Black-Scholes

Pricing Model based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 149.08 %, (3) risk-free interest

rate of 4.70 %, and (4) expected life of 5.01 years.

the year ended December 31, 2023, the Company credited additional paid in capital $ 5,022,200 for a deemed dividend for the triggering

of certain price protection provisions in its senior secured debt.

The Company estimated the fair value of the deemed dividend using

the Black-Scholes Pricing Model based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 150.05 %, (3)

risk-free interest rate of 4.70 %, and (4) expected life of 2.95 years.

the year ended December 31, 2023, the Company credited additional paid in capital $ 1,638,952 for a deemed dividend for the reduction

in the exercise price of certain warrants.

The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model

based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 148.60 % to 149.08 %, (3) risk-free interest rate

of 4.18 % to 4.70 % to 1.15 %, and (4) expected life of 3.34 to 5.01 years.

16 – WARRANTS

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

debt and warrants.

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

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.

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 share.

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

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

July 31, 2023, the Company entered into a letter agreement with the holders of common stock purchase warrants to purchase an aggregate

of 9,756,876 shares of Common Stock (the “2021 and 2022 Warrants”) issued to the Holders pursuant to that certain Securities

Purchase Agreement, dated as of November 29, 2021, by and among the Company and the Holders, and issued to the Holders pursuant to that

certain Waiver Agreement, dated as of September 13, 2022, pursuant to which the Company agreed, subject to receipt of approval from the

Company’s stockholders, to reduce the exercise price of the 2021 and 2022 Warrants from $ 7.52 and $ 5.50 per share to $ 1.50 per

share, subject to adjustment as set forth in the Warrant Repricing Agreement.

Holders of a majority of the shares of common stock approved

the repricing on October 13, 2023.

The Company recorded a deemed divided of $ 1,307,574 for the reduction in the exercise price of the

2021 and 2022 Warrants.

July 31, 2023, the Company realized a debt discount of $ 3,279,570 for the fair value of warrants issued in its senior secured debt offering.

the year ended December 31, 2023, the Company credited additional paid in capital $ 753,567 for a debt discount for the fair value of

warrants issued as commission for its senior secured debt offering.

August 21, 2023, upon the closing of a registered direct offering, the exercise price of the 2021 and 2022 Warrants and warrants issued

as commission for the Company’s July 2023 senior secured debt offering was reduced to $ 1.02 , subject to receipt of approval from

the Company’s stockholders.

Holders of a majority of the shares of common stock approved the repricing on October 13, 2023.

Company realized a deemed divided of $ 331,018 for the reduction in the exercise price of the 2021 and 2022 Warrants as well as the July

2023 Commission Warrants.

summary of the warrant activity for the years ended December 31, 2023 and 2022 is as follows:

OF WARRANT ACTIVITY

at December 31, 2020

Outstanding at December 31, 2021

Expired/Canceled/Exchanged

Outstanding at December 31, 2022

( 1,918,507 )

at December 31, 2021

Expired/Canceled/Exchanged

at December 31, 2022

OF STOCK OUTSTANDING AND EXERCISABLE

5.50 - 7.5282

Outstanding at December 31, 2023

Exercisable at December 31, 2023

OF WARRANT EXERCISABLE

Exercise Price

Weighted Avg.

Remaining Life

aggregate intrinsic value of outstanding stock warrants was $ 1,388,582 , based on warrants with an exercise price less than the Company’s

5 unchanged sentences

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.

Equity Incentive Plan in September 2021 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, and our 2023 Equity

Incentive Plan in October 2023 (“2023 Plan”, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan,

2021 Plan, and 2022 Plan, the “Plans”).

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

As of December 31, 2023, the Company had granted an aggregate of 490,296 securities under the Plans since inception, with 891,371

shares available for future issuances.

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

11 unchanged sentences

OF STOCK OPTION ACTIVITY

at December 31, 2020

Outstanding at December 31, 2021

Forfeiture/Cancelled

at December 31, 2021

Outstanding at December 31, 2022

Forfeiture/Cancelled

at December 31, 2022

Outstanding at December 31, 2023

Exercisable at December 31, 2023

OF STOCK OUTSTANDING AND EXERCISABLE

Exercise Price

Remaining Life

$ 23.00 - 75.00

3 unchanged sentences

300.01 - 600.00

aggregate intrinsic value of outstanding stock options was $ 0 , based on options with an exercise price less than the Company’s

stock price of $ 0.88 as of December 31, 2022, which would have been received by the option holders had those option holders exercised

their options as of that date.

aggregate intrinsic value of outstanding stock options was $ 0 , based on options with an exercise price greater than the Company’s

stock price of $ 0.57 as of December 31, 2023, which would have been received by the option holders had those option holders exercised their

options as of that date.

fair value of all options that were vested as of the year ended December 31, 2023 and 2022 was $ 0 and $ 0 , respectively.

9 unchanged sentences

their financial statements and adjust the reported impact in a measurement period not to exceed one year.

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 .

At December 31, 2023, the Company has available for

income tax purposes of approximately $ 47,264,135 and $ 34,856,380 in federal net operating loss (NOL) carry forward which begin expiring

in the year 2033 and with no expiration, respectively, that may be used to offset future taxable income.

Further, the Company has available

for income tax purposes of approximately $ 61,608,152 and $ 20,512,363 in Colorado and Virginia, respectively, 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, 2023, the Company has decreased the valuation allowance from $ 32,743,435 to $ 24,097,749 .

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

14 unchanged sentences

Company is required to file income tax returns in the U.S.

Federal jurisdiction and in California and Colorado.

Federal jurisdiction and the state of Virginia.

The Company is no longer

2 unchanged sentences

OF DEFERRED TAX ASSETS

Tax Assets/(Liability) Detail

in Fair Market Value of Derivative Liabilities

Deferred Tax Asset

Deferred Tax Assets/(Liability) Detail

Stock Compensation

Change in Fair Market Value of Derivative Liabilities

Accrued bonus

NOL Deferred Tax Asset

Valuation allowance

( 24,097,749 )

( 32,743,435 )

gross deferred tax assets

Total gross deferred tax assets

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

11 unchanged sentences

OF EFFECTIVE RECONCILIATION INCOME TAX

tax at statutory rates

Nondeductible

Income Tax, Net of Federal benefit

Year Change in Valuation Allowance

Deferred True-Ups

19 – RELATED PARTY TRANSACTIONS

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

January 1 to August 31, 2022, the Company leased 13 scrap yard facilities by an entity controlled by the Company’s Chief Executive

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

Additionally, during the year 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 Chief Executive

1 unchanged sentence

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

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 .

January 1, 2023, the Company entered into a lease agreement for the Company’s Chesapeake location with an entity controlled by

the Company’s Chief Executive Officer.

Under the terms of the lease agreement, the Company pays $ 9,000 per month in rent, increasing

3 % on January 1 st of each year.

The lease expires on January 1, 2025 and the Company has two options to extend the lease by

a term of five years per option.

January 1 to July 31, 2023, the Company leased 13 scrap yard facilities and equipment from an entity controlled by the Company’s

Chief Executive Officer, including the lease for the Chesapeake location described above.

During the year ended December 31, 2023, the

Company had a rent expense of $ 1,640,912 , to an entity controlled by the Company’s Chief Executive Officer.

Further, during the

year ended December 31, 2023, an entity controlled by the Company’s Chief Executive Officer made an insurance down payment of $ 105,000

and debt payments of $ 189,615 on behalf of the Company.

As of December 31, 2023 and December 31, 2022, the Company owed $ 2,070,402 and

$ 317,781 , respectively, in accrued rent and reimbursements to an entity controlled by the Company’s Chief Executive Officer.

August 1, 2023, the Company has been renting the land underlying 13 scrap yards from an entity controlled by the Company’s Chief

Executive Officer, including the lease for the Chesapeake location described above, for an aggregate rent of $ 54,970 per month.

July 28, 2023, the Company issued 1,013,500 shares of common stock to the Company’s Chief Executive Officer for the exchange of

250 shares of Series Z preferred stock.

July 31, 2023, the Company entered into a Bill of Sale (the “Bill of Sale”) with DWM Properties LLC (“DWM”),

an entity wholly-owned by Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase

certain assets held by DWM in exchange for the issuance of a secured promissory note to DWM (the “DWM Note”) in an aggregate

principal amount equal to $ 17,218,350 .

The assets included two automotive shredders and a downstream processing system with a cost basis

of $ 7,367,500 and a fair value of $ 17,218,350 .

The Company has recorded the equipment on its financial statements at its cost

basis and recognized a $ 9,850,850 loss on asset during the year ended December 31, 2023.

The equipment was purchased in 2022.

The transaction

was negotiated at arms-length.

The DWM Note bears interest at a rate of 7 % per annum and matures on the twentieth (20 th ) anniversary

of the issuance thereof.

Interest on the DWM Note is payable on the first business day of each calendar month, provided that commencing

on the first business day of the calendar month following the date on which no Senior Notes remain outstanding, the Company shall pay

to DWM equal payments of interest and principal until the DWM Note is repaid in its entirety.

The Company made payments of $ 0 and $ 498,625

towards the principal and interest, respectively, during the year ended December 31, 2023.

As of December 31, 2023, the note had a balance

of $ 17,218,350 .

July 31, 2023, the Company assigned the remaining balance of $ 523,303 of a secured promissory note to DWM Properties, LLC, which is controlled

by the Company’s Chief Executive Officer.

the year ended December 31, 2023, the Company provided $ 68,485 in hauling services to an entity controlled by the Company’s Chief

Executive Officer, for which the Company received payment in full.

the year ended December 31, 2023, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 409,556 for hauling

services rendered to the Company.

During the year ended December 31, 2023, the Company paid an entity controlled by the Company’s

Chief Executive Officer $ 29,635 for materials sold to the Company.

20 – SUBSEQUENT EVENTS

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.

January 1 to March 20, 2024, the Company issued 10,864,690 shares for the conversion of convertible debt in the principal amount of $ 2,066,740 .

January 1 to March 17, 2024, the Company issued 2,258,088 shares for the exercise of warrants for proceeds of $ 22,581 .

March 18, 2024, the Company extended warrant exercise inducement offer letters (the “Inducement Letters”) to the holders

(the “Holders”) of its existing warrants to purchase shares of the Company’s common stock (the “Existing Warrants”),

pursuant to which the Holders can exercise for cash their Existing Warrants to purchase an aggregate of up to 16,147,852 shares of the

Company’s common stock, in the aggregate, at an exercise price of $ 0.204 per share, in exchange for the Company’s agreement

to issue new warrants (the “Inducement Warrants”) on the terms described below, to purchase up to 32,295,704 shares of the

Company’s common stock (the “Inducement Warrant Shares”).

If Holders exercise all their Existing Warrants for cash,

the Company would receive aggregate gross proceeds of approximately $ 3,294,161 .

Holders of Existing Warrants must return the Inducement

Letter along with exercising all or part of the Existing Warrants on or before 5:00 p.m.

Eastern Time on March 26, 2024 (the “Final

Closing Date”) to receive the Inducement Warrants.

March 18 to March 26, 2024, the Company issued 13,978,361

shares with an additional 40,758 shares to be issued for the exercise of warrants for proceeds of $ 2,809,568 .

The Company issued 27,544,788

Inducement Warrants to the existing warrant holders who exercised during the inducement period.

March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (the “Holder”), whereby the

Company and Holder agreed to exchange $ 10,000,000

of that certain Secured Promissory Note, dated July 31, 2023, issued by the Company to the Holder for 1,000 shares of the

Company’s newly created Series D Convertible Preferred Stock (the “Preferred Stock”).

The Preferred Stock is

convertible into the Company’s common stock at $ 0.204

per share, subject to adjustment as set forth therein, except the Preferred Stock is not convertible until such time as the

currently outstanding senior secured indebtedness of the Company has been satisfied in full.

In addition, the Company has the right

to redeem the Preferred Stock in cash or shares of its Common Stock.

The Preferred Stock has a stated value of $ 10,000 per

share, has no voting rights, and does not bear dividends.

March 15, 2024, the Company entered into leasing agreements for a scrap yard located at 3030 E 55th Street, Cleveland, OH 44127.

the terms of the lease, the Company is required to pay $17,000 from March 1, 2024 to February 28, 2025;

$23,000 from March 1, 2025 to

February 28, 2026;

$23,000 from March 1, 2026 to February 28, 2027;

$23,000 from March 1, 2027 to February 28, 2028;

and increasing by

the greater of 3% and the CPI every 12 months thereafter until the expiration of the lease.

The lease is for a period of five years,

include two options to extend for five years each, and the Company was required to make a security deposit of $ 17,000 .

The Company has

the option to purchase the property for $ 3,277,000 until February 28, 2024.

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