What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-15 compared with 2025-04-15 · 1983 added, 1453 removed, 972 unchanged (78% of the section changed)

33 unchanged sentences

of our internal control over financial reporting as of December 31, 2025.

In making this assessment, our management used the criteria

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

Framework (issued in 2013).

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

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

not be prevented or detected on a timely basis.

upon the assessments, management has concluded that as of December 31, 2023, there was a material weakness in our internal control over

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

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

timely fashion.

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

To remediate our material weaknesses,

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

reporting matters;

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

revenue to cover the costs of implementing the changes required.

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

in our financial statements not being prevented or detected.

In making this assessment, management used the criteria set

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

Framework (2013).

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

such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements

will not be prevented or detected on a timely basis.

on this assessment, management concluded that the Company did not maintain effective internal control over financial reporting as of

December 31, 2025 due to material weaknesses, including the lack of segregation of duties and the need for a stronger internal control

environment, as well as an insufficient process to ensure appropriate levels of review of accounting and financial reporting matters,

which resulted in the closing process not identifying all required adjustments and disclosures in a timely manner.

Company plans to take steps to enhance and improve the design of its internal control over financial reporting.

To remediate these material

weaknesses, the Company has begun hiring additional qualified accounting personnel and implementing enhanced review procedures;

such remediation efforts are dependent upon the Company securing additional financing or generating sufficient revenue to support these

improvements.

Until these material weaknesses are remediated, they could result in material misstatements not being prevented or detected

on a timely basis.

Limitations on Effectiveness of Controls and Procedures

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

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

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

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

the cost-benefit relationship of possible controls and procedures.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

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

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

or procedures may deteriorate.

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

internal control environment.

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

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

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

as of December 31, 2024, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

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

over financial reporting.

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

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

Annual Report.

Company’s management, including its CEO and CFO, does not expect that internal control over financial reporting will prevent or

detect all errors and fraud.

Any system of controls can provide only reasonable, not absolute, assurance of achieving its objectives.

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

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions

or that compliance with policies or procedures may deteriorate.

small size of the Company’s accounting staff may limit its ability to maintain adequate segregation of duties due to cost-benefit

considerations.

Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal

control over financial reporting, as the Company is not required to obtain such attestation.

in Internal Control over Financial Reporting

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

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

the most recent fiscal quarter, the Company began hiring additional accounting personnel and implementing enhanced procedures to improve

segregation of duties and strengthen its internal control environment.

OTHER INFORMATION

8-K Disclosures

are providing the following disclosures in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (“Departure of Directors

or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers”).

Adelman Resignation

April 10, 2025, Jason Adelman provided the Board with his formal resignation from the Board and all

committees thereof, effective immediately.

Adelman was a member of the Board’s Compensation, Audit, and Nomination and

Corporate Governance Committees.

Adelman’s decision to resign was not due to any disagreement with our Company on any

matter relating to our operations, policies or practices (financial or otherwise).

Dietrich Termination

April 12, 2025, we terminated the employment of Isaac Dietrich, our Chief Financial Officer, effective April 12, 2025.

10b5-1 Trading Arrangement

the three months ended December 31, 2024, 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.

Rule 10b5-1 Trading Arrangement

During the three months ended December 31, 2025, 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

Not applicable.

Directors, Executive Officers and Corporate Governance

information required by Item 10 is incorporated by reference to

our proxy statement for our 2025 Annual Meeting of Stockholders.

405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a)

of the Exchange Act.

To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent

Section 16(a) Reports” in our proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days

after the year covered by this Annual Report on Form 10-K and is incorporated herein by reference.

Company’s Board of Directors (the “Board” or “Board of Directors”) consists of three members.

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

table below states certain information with respect to each director of the Company’s.

There are no arrangements or understandings

between the Company and any director pursuant to which such person was elected or nominated to be a director of our Company.

For information

with respect to security ownership of directors, see “ Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters .”

Executive Officer, Chairman of the Board

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 has served as interim Chief

Financial Officer from November 2021 to April 2022 and from April 2025 to February 2026.

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 been serving 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, from October 2016 to present.

Meeks graduated from Manor

High School in 1993.

Meeks is well-suited to serve on our Board due to his significant business and management experience and deep

knowledge of growth and commercialization strategies.

Meeks joined the Company’s Board to foster revenue-generating capabilities

for the Company.

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, trains 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.

Lucas-Burke, Director – Ms.

Lucas-Burke has served as a Director of the Company since

January 2025.

Lucas-Burke began her career with the City of Portsmouth in the Information Technology Department in 1988, ultimately

as a Computer Programmer Analyst.

Lucas-Burke joined her family business of Lucas Lodge, where she currently serves as Executive

Director and business partner with her mother, Senator L.

Louise Lucas.

Lucas-Burke was appointed to the Economic Development Authority

in 2010 by the City Council, where she was an EDA Commissioner for 6 years and ultimately achieved the position of Chairman of the Board.

Lucas-Burke was elected to Portsmouth City Council in 2016 and was re-elected in 2020.

During Lucas-Burke’s eight-year tenure

on the Portsmouth City Council, she was unanimously voted in twice to serve as Vice Mayor by her City Council Colleagues.

of Norfolk State University, Ms.

Lucas-Burke holds a Bachelor of Science Degree in Electronics Engineering (1987) and a Bachelor of Arts

Degree in Psychology (2016).

Lucas-Burke is a Diamond Life Member of Delta Sigma Theta Sorority, Incorporated, and her chapter affiliation

has been with the Portsmouth Alumnae Chapter of Delta Sigma Theta Sorority, Inc., since 1996.

Lucas-Burke served as Chapter President

of Portsmouth Alumnae Chapter for two, two-years terms (2008 – 2012).

Lucas-Burke is also a member of the Portsmouth (VA) Chapter

of The Links, Incorporated (2017 – present);

Martin Luther King, Jr., Leadership Steering Committee (2006 – present);

Democratic Committee (2006 – present);

Lefcoe Trustee Board (2013 – present);

Member of St.

Mark Missionary Baptist Church

(2009 – present);

and is also a former board member and Chair of The Portsmouth Boulevard – Center for Youth (2006 –

2012), where she served as member, Treasurer and President over her six year term on the board.

Board judges the independence of its directors by the standards established by the Nasdaq Stock Market (“Nasdaq”).

the Board has determined that our two non-employee directors, Cheryl Lanthorn and Lisa Lucas-Burke each meet the independence standards

established by Nasdaq 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.

and Committee Meetings

the fiscal year ended December 31, 2025, our Board held six meetings and operated primarily by unanimous written consent.

For the fiscal

year ended December 31, 2025, our Board was composed of four members from January 2025 to April 2025 and three members from April 2025

to December 2025.

Our Audit Committee held four meetings during the year ended December 31, 2025.

Our Compensation Committee and Nominating

and Corporate Governance committee held four meetings during the fiscal year ended December 31, 2025.

Our Sustainability Committee held

four meetings during the year ended December 31, 2025.

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.

On September 13, 2022, the Board created a Sustainability Committee of the Board.

The Audit Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke.

Cheryl Lanthorn is the Chairperson of the Audit

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 Cheryl Lanthorn 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 Nasdaq.

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

The Compensation Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke.

Effective July 12, 2023, Cheryl Lanthorn

was appointed as Chairwoman of the Compensation Committee.

Cheryl Lanthorn is the Chairwoman of the Compensation Committee.

The Compensation

Committee is responsible for, among other things, establishing and overseeing the Company’s executive and equity compensation programs,

reviewing and recommending executive officer employment agreements, determining director compensation programs, overseeing the hiring

of independent compensation consultants, preparing the compensation committee report, establishing performance goals and objectives,

and evaluating performance against such goals and objectives.

The Compensation Committee also grants stock options and other awards under

our stock plans, periodically reviews the operation of the Company’s employee benefit plans and analyzes the Company’s bylaws,

Compensation Committee Charter for its adequacy in meeting the Company’s compensation-related goals and objectives.

The Compensation

Committee Charter does not grant the right to delegate authority to other persons, although it does grant the Compensation Committee

the flexibility to hire compensation consultants to assist in the design, formulation, analysis and implementation of compensation programs

for the Company’s executive officers.

While the Board does not provide a formal role for executive officers in determining or recommending

the amount or form of executive and director compensation, the Compensation Committee meets with the CEO at or near the start of each

fiscal year to discuss the goals and incentive compensation programs.

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.

the Compensation Committee Charter is available on our website at https://www.GWAV.com/compensation-committee-charter .

and Corporate Governance Committee .

The Nominating and Corporate Governance Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke.

Effective July 12, 2023, Cheryl Lanthorn was appointed as Chairwoman of the Nominating and Corporate Governance Committee.

Cheryl Lanthorn

is the Chairwoman of the Nominating and Corporate Governance Committee.

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 SEC rules.

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

A copy of the Nominating and Corporate Governance Committee Charter is available on our website at https://www.GWAV.com/ncg-charter .

Sustainability

The Sustainability Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke 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 Governance,

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.GWAV.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.

Executive Officers

following are biographical summaries of our executive officers and their ages, except for Mr.

Meeks, whose biography is set forth above:

Executive Officer and Chairman of the Board

Financial Officer

Pullano, Chief Financial Officer – Ms.

Pullano has served as a Chief Financial Officer

of the Company since February 2026.

Pullano is a financial executive with experience supporting public and private companies in accounting,

financial reporting, and strategic finance.

Pullano co-founded MACK Financial Solutions, LLC (“MAC”) in May 2023, an

accounting and advisory firm that provides outsourced financial, accounting and advisory services to growth-stage companies and public

Since May 2023, she has served as a partner and chief executive officer of MACK.

Previously, from June 2020 to May 2023, Ms.

Pullano served as Chief Financial Officer of Creatd, Inc.

CRTD), and from September 2024 to March 2025, as Director of Finance

at the law firm Lucosky Brookman LLP.

of Conduct and Ethics

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, Bylaws and the charters for

each of our Board committees, form the basis for our corporate governance framework.

We also 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.GWAV.com/code-of-conduct and is also filed as an exhibit to this annual report.

Relationships

are no family relationships among our directors and executive officers.

Trading Policy

have an insider trading policy that governs the purchase, sale, and other disposition of our securities by our directors, officers, employees

2 unchanged sentences

A copy of our insider trading policy is filed

as Exhibit 19.1 to this Annual Report on Form 10-K.

as Exhibit 19.1 to this annual report.

The 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.

Recovery Policy

board of directors has adopted a compensation recovery policy, which provides that in the event we are required to prepare an accounting

restatement due to noncompliance with any financial reporting requirements under the securities laws or otherwise erroneous data or we

determine there has been a significant misconduct that causes financial or reputational harm, we shall recover a portion or all of any

incentive compensation.

The policy is filed as exhibit 97.1 to this annual report.

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

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.

EXECUTIVE COMPENSATION

information required by Item 11 is incorporated by reference to

our proxy statement for our 2025 Annual Meeting of Stockholders.

Summary Compensation Table

named executive officers for the year ended December 31, 2025 was Danny Meeks, our Chief Executive Officer and former interim Chief Financial

named executive officers for the year ended December 31, 2024 were Danny Meeks, our Chief Executive Officer, and Isaac Dietrich, our

former Chief Financial Officer.

Dietrich employment was terminated on April 12, 2025.

Pullano, our Chief Financial Officer, was appointed in February 2026 and was not a named executive officer for the year ended December

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

31, 2025 and December 31, 2024.

and Principal Position

Executive Officer and Former Interim Chief Financial Officer (3)

Isaac Dietrich

Chief Financial Officer (5)

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

2024, our CEO deferred a portion of his salary not paid by the Company.

Meeks resigned as interim Chief Financial Officer of the Company in February 2026.

$38,000 attributed to the personal use of a car, $23,700 in reimbursed travel expenses, and a $10,000 business clothing allowance.

Dietrich was terminated as the Company’s Chief Financial Officer in April 2025

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 7,576 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, 2025 and December 31, 2024, Mr.

Meeks received $0 and $0 in bonuses, respectively.

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

As of December 31, 2025 and 2024, Mr.

Meeks was owed

$3,051,605 and $950,000 in accrued but unpaid bonuses, respectively.

April 28, 2023, the Company hired Isaac Dietrich as Chief Financial Officer, for which he received a salary of $300,000 per year.

April 12, 2025, the Company terminated the employment of Isaac Dietrich, effective immediately.

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.

Deferred Compensation

the years ended December 31, 2025 and 2024, our CEO deferred a portion of his salary not paid by the Company, as disclosed

in the table above.

Such payments were deferred because timely payments further jeopardize the Company’s ability to continue as

a going concern.

The Company intends to make such payments as soon as it is able.

Equity Awards at December 31, 2025

following table sets forth information regarding the outstanding equity awards held by our NEOs as of December 31, 2025:

Unexercisable

Isaac Dietrich

of Equity Awards

Compensation Committee grants equity awards, including stock options, from time to time.

This may also include grants in connection with

a new hire, promotion, and other circumstances where the Compensation Committee deems it appropriate to make such grants.

have not adopted a formal policy regarding the timing of equity award grants, including stock options, the Compensation Committee does

not take material nonpublic information into account when determining the terms of equity awards and has not timed grants or the disclosure

of material nonpublic information for the purpose of affecting the value of executive compensation.

During 2025, there were no stock

option awards granted to any named executive officer within four business days preceding, or one business day after, the filing of any

report on Forms 10-K, 10-Q, or 8-K that disclosed material nonpublic information.

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, 2025.

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.

Cheryl Lanthorn

Lisa Lucas-Burke

Henry Sicignano, III (3)

Jason Adelman (4)

of December 31, 2025, $1,500 is owed to Mrs.

Sicignano, III resigned from the Board effective February 14, 2025.

Adelman resigned from the Board effective April 10, 2025.

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

Equity Incentive Plan (“2023 Plan”) in October 2023, and our 2024 Equity Incentive Plan (“2024 Plan” and together

with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the “Plans”) in May

2024, which was subsequently amended in July 2024.

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).

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, 2022 Plan, or 2023 Plan.

There are currently 5 shares of our Common Stock available for issuance pursuant to the 2018

Plan, 1,112 shares of our Common Stock available for issuance pursuant to the 2021 Plan, 327 shares of our Common Stock available for

issuance pursuant to the 2022 Plan, 1,828 shares of our Common Stock available for issuance pursuant to the 2023 Plan, and 800,000 shares

of our Common Stock available for issuance pursuant to the 2024 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 conditions 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 authorize 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.

Amendment or Termination

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

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

Each of the Plans will terminate ten years after the earlier

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

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

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

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

information required by Item 12 is incorporated by reference

to our proxy statement for our 2025 Annual Meeting of Stockholders.

Compensation Plan Information

following table and information below sets forth information as of December 31, 2025 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

Beneficial Ownership Table

following table sets forth certain information regarding the beneficial ownership of our Common Stock by (i) each person who, to our

knowledge, owns more than 5% of our Common 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 June 12, 2026 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.

information set forth in the table below is based on 829,631 shares of our Common Stock issued and outstanding on June 12, 2026.

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 June 12, 2026.

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, Chesapeake, VA 23321.

Shares of Common Stock Beneficially Owned

of Common Stock Outstanding (1)

Directors and Named Executive

Lisa Lucas-Burke

Cheryl Lanthorn

C helsea Pullano

All directors and named

executive officers as a group (3 people)

Other 5% Stockholder

beneficial ownership of less than 1.0% of our outstanding Common Stock.

this column, the numerator is the number of outstanding shares of Common Stock (excluding the shares of Common Stock subject to options,

warrants, rights or other convertible securities) held by the reporting person and the denominator is equal to the total number of

shares of Common Stock outstanding (829,631).

of (i) 19,416 shares of Common Stock, (ii) 50 shares of Common Stock underlying warrants, and (iii) 373,334 shares of Common Stock

issuable upon conversion of 450,000 shares of Series A-1 Preferred Stock.

1 shares owned by the reporting person’s spouse.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

information required by Item 13 is incorporated by reference

to our proxy statement for our 2025 Annual Meeting of Stockholders.

for the below, from January 1, 2024 through the date of this annual report, 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 annual report.

with Danny Meeks and Affiliates of Danny Meeks

for Properties Underlying Scrap Yards

On January 24, 2022, 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 leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately

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

The lease is for a period of five years from the Commencement Date and

the Company was required to make a security deposit of $3,668.

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

The Company cannot

sublease any of the office space under the lease agreement.

the years ended December 31, 2025 and 2024, the Company leased 12 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 for $38,620 and $1,502,830,

respectively.

As of December 31, 2025 and December 31, 2024, the Company owed $0 and $2,070,402, respectively, in accrued rent

and reimbursements to an entity controlled by the Company’s Chief Executive Officer.

of Shredders and Downstream System to the Company

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 $ 0 towards

the principal and interest, respectively, during the years ended December 31, 2025 and 2024, respectively.

On March 29, 2024, the holder

of the note exchanged $10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note [14] – Stockholders’

On April 21, 2024, the holder of the note exchanged $7,218,350 in principal for 412,360 shares of common stock (see Note

[14] – Stockholders’ Equity ).

As of December 31, 2025 and 2024, the note had a balance of $0 and $0, respectively.

May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of

the Company’s Series D issued by the Company to DWM, for 1,333,333 shares of the Company’s common stock.

As a result of the

transaction, the Series D stock was extinguished.

The resulting gain on the transaction of $1,224,400 for the difference between the

fair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was

between related parties.

of Equipment to the Company

June 5, 2024, the Company entered into a Bill of Sale with DWM Properties LLC, an entity wholly-owned by Danny Meeks, the Company’s

Chief Executive Officer, pursuant to which the Company agreed to purchase certain vehicles held by DWM in exchange for $3,582,181.

equipment included 27 trucks which enabled the Company to rapidly expand its fleet of trucks offering hauling services to clients, as

well as transporting its scrap metal products to customers.

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

of Properties Underlying Scrap Yards to the Company

December 2, 2024, the Company entered into a Contract of Sale (the “Contract of Sale”) with DWM Properties LLC (“DWM”),

KPAJ, LLC and Oceana Salvage Properties, L.L.C.

(collectively, the “Sellers”), in each case, an entity affiliated with Danny

Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises (as defined in the

Contract of Sale) held by the Sellers for an aggregate purchase price of $15,000,000, to be allocated among the seven parcels comprising

the Premises and the Licenses and Permits (as defined in the Contract of Sale), as more fully described in the Contract of Sale.

transaction closed on December 2, 2024.

purchase price was payable by (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value

$0.001 per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $3,300,084 and (ii) the issuance of

a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $11,699,916.

The DWM Note bears interest

at a rate of 10% per annum, and is payable in equal installments of $2,983,309 on each of December 31, 2024, January 31, 2025, February

28, 2025 and March 31, 2025 (each, a “Payment Date”);

provided, that if payment on a Payment Date would cause the Company’s

cash balance to be less than $3,000,000, then such Payment Date and each subsequent Payment Date shall be extended by 30 days.

shall make all payments owed under the DWM Note within 12 months from the date of issuance.

In addition, if the Company exercises a 30-day

extension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request

to confirm the Company’s cash balance.

T he Company made payments of $2,300,000 and $4,008,057

towards the principal, during the years ended December 31, 2025 and December 31, 2024, respectively.

As of December 31, 2025 and 2024,

the note had a principal balance and accrued interest of $5,391,859 and $7,691,859, respectively.

Related-Party

Hauling, Mechanic, Equipment Rental, and Miscellaneous Services

the years ended December 31, 2025 and 2024, the Company provided $392,644 and $850,737, respectively, in hauling services to an entity

controlled by the Company’s Chief Executive Officer.

the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $816,993

and $1,396,330, respectively, for hauling services rendered to the Company.

the years ended December 31, 2025 and December 31, 2024, the Company paid entities controlled by the Company’s Chief Executive

Officer $0 and $147,401, respectively, for scrap metal provided to the Company.

the years ended December 31, 2025 and December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive

Officer $0 and $847,326, respectively, for mechanic and repair services provided to the Company.

the years ended December 31, 2025 and December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive

Officer $0 and $506,358, respectively, for equipment rentals provided to the Company.

the years ended December 31, 2025 and December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive

Officer $1,219,207 and $29,635, respectively, for materials sold to the Company.

of Work Agreement

Pullano’s appointment as Chief Financial Officer was in connection with the Company’s entry into the scope of work agreement

(the “CFO Agreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant to which MACK

agreed to provide professional services to the Company, including oversight of all bookkeeping, financial reporting and SEC reporting

duties of the Company (collectively, the “MACK Services”) and Ms.

Pullano serving as the part-time Chief Financial Officer

of the Company, subject to her appointment by the Board.

Pullano is the co-founder and CEO of MACK.

Pullano provides

strategic financial oversight and executive-level support to the Company, including review and certification of SEC filings, financial

reporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily

performed by a CFO of a public company (collectively, the “CFO Services” and together with the MACK Services, the “Services”).

In consideration of the Services to be performed, the Company pays MACK $7,500 per month for the CFO Services and an aggregate of $12,500

per month for the MACK Services.

Additionally, Ms.

Pullano is entitled to the same indemnification, advancement of expenses, and other

protections afforded to similarly situated officers of the Company under its organizational documents and applicable law.

For the years

ended December 31, 2024 and December 31, 2025, the Company paid MACK $0 and $0.

Party Transaction Policy

Audit Committee Charter provides that our Audit Committee will be responsible for reviewing and approving in advance any related party

Transactions requiring such pre-approval will include, with certain exceptions set forth in Item 404 of Regulation S-K,

any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or

are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material

interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related

person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

Audit Committee has reviewed and approved the transactions described in “Agreements with Danny Meeks and Affiliates of Danny Meeks”

PRINCIPAL ACCOUNTANT FEES AND SERVICES

independent registered public accounting firm is RBSM LLP, New York, NY, Auditor ID:

information required by Item 14 is incorporated by reference

to our proxy statement for our 2025 Annual Meeting of Stockholders.

following table presents fees for professional audit services and other services rendered to us by RBSM

LLP for fiscal years ended 2025 and 2024.

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, 2025 and 2024 were $380,000

and $350,000, 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, 2025 and 2024 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, 2025 and 2024 were $0 and $0, respectively.

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

ending December 31, 2025 and 2024 were $0 and $0, respectively.

Audit Committee pre-approves all audit services and permitted non-audit services (including the fees and terms thereof) to be performed

for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in

Section 10A(i)(1)(B) of the Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently

approved prior to the completion of the audit.

We have complied with the procedures set forth above, and the Audit Committee has otherwise

complied with the provisions of its charter.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

6 unchanged sentences

List of Exhibits.

Plan of Reorganization, dated March 18, 2014.

June 13, 2014

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

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

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

October 6, 2021

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

February 25, 2022

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

February 25, 2022

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

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

April 2, 2024

Certificate of Elimination relating to the Series D Preferred Stock, dated May 29, 2024

Certificate of Designations, Preferences and Rights of Series A-1 Preferred Stock of Greenwave Technology Solutions, Inc., dated November 13, 2024

November 18, 2024

Amended and Restated Bylaws of the Registrant .

November 29, 2022

Amendment No.

1 to the Amended and Restated Bylaws of the Registrant

Form of Common Stock Certificate .

June 13, 2014

Description of Registrant’s Securities

March 31, 2023

Form of Warrant dated July 2023

August 3, 2023

Form of Senior Note dated July 2023

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 effective September 30, 2021, field with the Secretary of

State on September 30, 2021

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

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

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

of Elimination relating to the Series D Preferred Stock, dated May 29, 2024

of Designations, Preferences and Rights of Series A-1 Preferred Stock of Greenwave Technology Solutions, Inc., dated November 13,

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation filed August 20, 2025

August 25, 2025

Form of Secured Promissory Note dated July 31, 2023.

and Restated Bylaws of the Registrant .

1 to the Amended and Restated Bylaws of the Registrant

of Common Stock Certificate .

of Registrant’s Securities

of Warrant dated July 2023

of Senior Note dated July 2023

of Secured Promissory Note dated July 31, 2023.

Issued to DWM Properties LLC

August 3, 2023

Form of Warrant issued to Purchasers, dated August 2023

August 21, 2023

Form of Placement Agent Warrant, dated August 2023

August 21, 2023

Form of Warrant

December 6, 2021

Form of Senior Note

December 6, 2021

of Warrant issued to Purchasers, dated August 2023

of Placement Agent Warrant, dated August 2023

of Senior Note

of Inducement Warrant

March 18, 2024

Form of Warrant issued to Purchasers

April 22, 2024

Form of Financial Advisor Warrant

April 22, 2024

Amendment to Senior Secured Convertible Promissory Note, dated as of May 3, 2024, by and among Greenwave Technology Solutions, Inc.

and the Holders party thereto .

Waiver Agreement, dated as of May 9, 2024, by and among Greenwave Technology Solutions, Inc.

of Warrant issued to Purchasers

of Financial Advisor Warrant

to Senior Secured Convertible Promissory Note, dated as of May 3, 2024, by and among Greenwave Technology Solutions, Inc.

Holders party thereto .

Agreement, dated as of May 9, 2024, by and among Greenwave Technology Solutions, Inc.

and the Purchasers party thereto .

Form of Warrant issued to Purchasers

Form of Financial Advisor Warrant

Form of Warrant issued to Purchasers

June 11, 2024

Form of Placement Agent Warrant

June 11, 2024

Form of Warrant issued to Purchasers

January 13, 2025

Form of Placement Agent Warrant

January 13, 2025

Form of Warrant Amendment entered into with Existing Holders

January 13, 2025

Form of Warrant issued to Purchasers

February 11, 2025

Form of Placement Agent Warrant

February 11, 2025

Promissory Note, dated as of December 2, 2024, issued to DWM Properties LLC

December 2, 2024

of Warrant issued to Purchasers

of Financial Advisor Warrant

of Warrant issued to Purchasers

of Placement Agent Warrant

of Warrant issued to Purchasers

of Placement Agent Warrant

of Warrant Amendment entered into with Existing Holders

of Warrant issued to Purchasers

of Placement Agent Warrant

Note, dated as of December 2, 2024, issued to DWM Properties LLC

Stock Incentive Plan and form of agreements thereunder .

June 13, 2014

Stock Incentive Plan and form of agreements thereunder .

March 30, 2016

Stock Incentive Plan and form of agreements thereunder .

September 23, 2016

Equity Incentive Plan and form of agreements thereunder .

December 9, 2016

Equity Incentive Plan and form of agreements thereunder .

July 12, 2021

Equity Incentive Plan and form of agreements thereunder

October 11, 2022

Equity Inventive Plan and form of agreements thereunder

August 31, 2023

Equity Inventive Plan and form of agreements thereunder .

April 11, 2024

Amendment No.

1 to the 2024 Equity Inventive Plan

Form of Amended and Restated Simple Agreement for Future Tokens .

February 14, 2018

Employment Agreement by and between the Company and Danny Meeks

October 6, 2021

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

of Amended and Restated Simple Agreement for Future Tokens .

Agreement by and between the Company and Danny Meeks

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

Form of Exchange Agreement

April 2, 2024

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

of Exchange Agreement

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

and the parties thereto .

August 3, 2023

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

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

and the parties thereto .

August 3, 2023

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

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

and the parties thereto .

August 3, 2023

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

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

and DWM Properties LLC

August 3, 2023

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

and the Purchasers signatory thereto .

August 21, 2023

Form of Inducement Letter

March 18, 2024

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

and the Purchasers signatory thereto

April 22, 2024

Form of Exchange Agreement

April 22, 2024

Form of Voting Agreement

April 22, 2024

Form of Exchange Agreement

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

of Securities Purchase Agreement between Greenwave Technology Solutions, Inc.

and the Purchasers signatory thereto .

Form of Securities Purchase Agreement, dated as of June 10, 2024, by and between Greenwave Technology Solutions, Inc.

of Inducement Letter

of Securities Purchase Agreement between Greenwave Technology Solutions, Inc.

and the Purchasers signatory thereto

June 11, 2024

Contract of Sale, dated as of December 2, 2024, by and among, DWM Properties LLC, KPAJ, LLC, Oceana Salvage Properties, L.L.C., as Sellers, and Greenwave Technology Solutions, Inc .

December 2, 2024

Form of Securities Purchase Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc.

of Exchange Agreement

of Voting Agreement

of Exchange Agreement

of Securities Purchase Agreement between Greenwave Technology Solutions, Inc.

and the Purchasers signatory thereto

January 13, 2025

Form of Exchange Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc.

and the June Holders signatory thereto

January 13, 2025

Form of Voting Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc.

and the signatory thereto

January 13, 2025

of Securities Purchase Agreement, dated as of February 10, 2025, by and between Greenwave Technology Solutions, Inc.

of Securities Purchase Agreement, dated as of June 10, 2024, by and between Greenwave Technology Solutions, Inc.

and the Purchasers

signatory thereto

of Sale, dated as of December 2, 2024, by and among, DWM Properties LLC, KPAJ, LLC, Oceana Salvage Properties, L.L.C., as Sellers,

and Greenwave Technology Solutions, Inc .

of Securities Purchase Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc.

and the Purchasers

signatory thereto

of Exchange Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc.

and the June Holders signatory

of Voting Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc.

and the signatory thereto

of Securities Purchase Agreement, dated as of February 10, 2025, by and between Greenwave

Technology Solutions, Inc.

and the Purchasers signatory thereto

Scope of Work Agreement, dated January 2, 2026, between the Company and MACK Financial Solutions, LLC

February 10, 2026

Insider Trading Policy

April 15, 2025

Subsidiaries of the Registrant

April 15, 2025

Consent of Independent Registered Public Accounting Firm RBSM LLP

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Recovery Policy

April 16, 2024

filed herewith.

Exhibits 32.1 and 32.2 are being furnished and shall

not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that

section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under

the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

Denotes a management contract or compensatory plan.

Recovery Policy

32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes

of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be

incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or

the Exchange Act, except as otherwise specifically stated in such filing.

a management contract or compensatory plan.

FORM 10-K SUMMARY

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 15th day of April, 2025.

to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned thereunto duly authorized.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

Executive Officer and Acting Chief Financial Officer

Executive, Financial and Accounting Officer)

June 12, 2026

Meeks, Chief Executive Officer

Executive Officer)

June 12, 2026

Chelsea Pullano

Pullano, Chief Financial Officer

Financial and Accounting Officer)

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

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

Chief Executive Officer

and Acting Chief Financial Officer (Principal

Executive, Financial and Accounting Officer) and

April 15, 2025

Chairman of the Board of

April 15, 2025

/s/ Danny Meeks

Chief Executive Officer (Principal Executive Officer) and

June 12, 2026

Chairman of the Board of Directors

/s/ Chelsea Pullano

Chief Financial Officer (Principal Financial and Accounting Officer)

June 12, 2026

Chelsea Pullano

/s/ Cheryl Lanthorn

June 12, 2026

Cheryl Lanthorn

April 15, 2025

/s/ Lisa Lucas-Burke

June 12, 2026

Lisa Lucas-Burke

7 unchanged sentences

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Greenwave Technology Solutions, Inc.

Opinion on the Financial

We have audited the accompanying

consolidated balance sheets of Greenwave Technology Solutions, Inc., and its subsidiaries (the “Company”) as of December 31,

2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in

the two-year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements

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

As discussed 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 concern.

Management’s evaluation of the events

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

The consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial

statements are the responsibility of the Company’s management.

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

consolidated financial statements based on our audits.

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

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

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

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

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

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting.

York, NY 10022

www.rbsmllp.com

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Technology Solutions, Inc.

on the Financial Statements

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

as of December 31, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its

cash flows for each of the years in the two-year period ended December 31, 2025 in conformity with accounting principles generally accepted

in the United States of America.

Company’s Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming 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.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for

Critical Audit Matters

Critical audit matters 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

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

We determined that there were no critical audit matters.

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

April 15, 2025

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters 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:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit

have served as the Company’s auditor since 2017.

York, NY Washington DC Mumbai & Pune, India San Francisco, CA

TX Boca Raton, FL Las Vegas, NV Beijing, China Athens, Greece

ANTEA International with affiliated offices worldwide

TECHNOLOGY SOLUTIONS, INC.

2 unchanged sentences

Inventories, net

Accounts receivable, net of allowance for doubtful accounts

Prepaid expenses

Accounts receivable, net

of allowance for doubtful accounts

Total current assets

Property and equipment, net

Property and equipment, net - Purchased from Related Party

Property and equipment, net - Purchased from

Related Party

Property and equipment, net

Operating lease right of use assets, net - related party

Operating lease right of use assets, net

4 unchanged sentences

Security deposit

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Bank overdraft

Accounts payable and accrued expenses

Accrued payroll and related expenses

Factoring, net of unamortized debt discount of $- and $ 0 , respectively

Non-convertible notes payable, current portion, net of unamortized debt discount of $ 633,396 and $ 774,308 , respectively

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

Accounts payable and accrued

Accrued payroll and related

Non-convertible notes

payable, current portion, net of unamortized debt discount of $ 162,390 and $ 633,396 , respectively

Related party note payable

Due to related parties

Operating lease obligations, current portion - related party

Operating lease obligations, current portion

lease obligations, current portion

Total current liabilities

Operating lease obligations, less current portion

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

Non-convertible notes payable, net of unamortized debt discount of $ 1,076,554 and $ 1,739,260 , respectively

Non-convertible notes

payable, net of unamortized debt discount of $ 1,642,823 and $ 1,076,554 , respectively

Total liabilities

Commitments and contingencies (See Note 11)

Stockholders’ equity (deficit):

Preferred stock - 10,000,000 shares authorized:

Preferred stock - Series A-1, $ 0.001 par value, $ 100,000 stated value, 450,000 and 0 shares authorized;

450,000 and 0 shares issued and outstanding, respectively

Stockholders’ equity:

Preferred stock - 10,000,000

shares authorized:

Preferred stock - Series

par value, $ 100,000

stated value, 450,000

shares authorized;

shares issued and outstanding, respectively

Preferred stock, value

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

Common stock, $ 0.001 par

value, 1,200,000,000 shares authorized;

829,631 and 237,191 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

( 520,910,428 )

( 496,312,346 )

Total stockholders’ equity (deficit)

( 4,454,148 )

Total liabilities and stockholders’ equity (deficit)

stockholders’ equity

Total liabilities and stockholders’ equity

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

1 unchanged sentence

STATEMENTS OF OPERATIONS

For the Year Ended December 31,

the Year Ended December 31,

Cost of Revenues

1 unchanged sentence

Payroll and related expense

Rent, utilities and property maintenance

Rent, utilities and property

Hauling and equipment maintenance

Depreciation and amortization expense

Impairment of tangible assets

Consulting, accounting and legal

Loss on asset

Depreciation and amortization

Impairment of tangible

Stock Compensation for

Consulting, accounting

Gain on asset

Loss on asset - related-party

Loss on asset

Warrants issued for services

Stock compensation

Other general and administrative expenses

Total Operating Expenses

general and administrative expenses

Operating Expenses

Loss From Operations

2 unchanged sentences

Other Income (Expense):

Interest expense and amortization of debt discount

Interest expense and amortization

of debt discount

( 2,839,749 )

1 unchanged sentence

Shares issued for financing

Other gain (loss)

Gain on tax credit

Gain on lease termination

Change in fair value of derivative liabilities

Loss on extinguishment of debt

Other expense

Other income - related

Change in fair value of

derivative liabilities

Fain (loss) on extinguishment

( 16,351,827 )

Equity issued for warrant inducement

Equity issued for warrant

( 3,029,927 )

Loss on conversion of convertible notes

Loss on conversion of convertible

( 14,213,480 )

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

Total Other Income (Expense)

on settlement of non-convertible notes payable, accrued interest, and advances

Other Income (Expense)

( 1,775,910 )

2 unchanged sentences

( 23,917,353 )

Provision for Income Taxes (Benefit)

( 23,917,353 )

Provision for Income Taxes

( 21,596,628 )

Deemed dividend for the reduction of exercise price of warrants

( 23,917,353 )

Deemed dividend for the reduction of exercise

price of warrants

( 2,999,964 )

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

( 52,574,896 )

Deemed dividend for the reduction of the conversion

price of a debt note

( 23,953,940 )

Net Loss Available to Common Stockholders

Net Loss Available to

Common Stockholders

$ ( 24,596,592 )

6 unchanged sentences

THE YEAR ENDED DECEMBER 31, 2025

Preferred Stock

Balance at December 31, 2024

1 unchanged sentence

$ ( 496,312,346 )

$ ( 4,454,148 )

Exchange of non-convertible note of related party into shares of Series D Preferred

Issuance of Series A-1 Preferred to related party as consideration for purchase of land and permits

Common stock issued for the cashless exchange of warrants

Common stock and warrants issued for cash, net of fees

Common stock issued for services rendered and to be rendered

Common stock issued for the conversion of convertible debt notes

Common stock issued for the conversion of convertible debt notes (Related Party)

Common stock issued for the exercise of warrants for cash, net of fees

Warrants issued for services

Equity issued for warrant inducement

Modification of conversion feature on convertible debt

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

$ ( 23,953,940 )

Deemed dividend for the reduction of the exercise price of warrants

$ ( 52,574,896 )

Exchange of Series D Preferred into Common

Establishment of derivative liabilities due to authorized share shortfall

$ ( 64,951,789 )

Common stock and warrants issued for cash,

Common stock issued for cashless exchange of

Common stock issued for rounding in reverse

Deemed dividend for the reduction of the exercise

price of warrants

( 2,999,964 )

Settlement of derivative liabilities upon stock split

Rounding for share adjusted in reverse split

Common stock issued for services rendered

( 21,596,628 )

3 unchanged sentences

$ ( 520,910,428 )

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

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

TECHNOLOGY SOLUTIONS, INC.

1 unchanged sentence

THE YEAR ENDED DECEMBER 31, 2024

Preferred Stock

Series D to be Issued

Balance at December 31, 2023

3 unchanged sentences

$ 391,412,008

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

$ ( 395,866,157 )

Deemed dividend for the reduction of the exercise price of warrants

$ ( 4,454,148 )

Exchange of non-convertible note into shares

of Series D Preferred

Issuance of Series A-1 Preferred to related

party as consideration for purchase of land and permits

Sale of Commons Shares and Warrants for Cash

Exchange of Series D Preferred into Common

Common stock issued for the conversion of convertible

Common stock issued for the conversion of convertible debt

notes (Related Party)

Common stock issued for the exercise of warrants

Common stock issued for the cashless exchange

Equity Issued for Services

Modification of conversion feature on debt

Stock based compensation

Establishment of derivative liabilities due

to authorized share shortfall

( 64,951,789 )

$ ( 64,951,789 )

Balance at December 31, 2023

Settlement of derivative liabilities upon stock

Rounding for share adjusted in reverse split

Equity issued for warrant inducement

Deemed dividend for the reduction of the conversion

price of a debt note

( 23,953,940 )

Deemed dividend for the reduction of the exercise

price of warrants

( 52,574,896 )

1 unchanged sentence

$ ( 23,917,353 )

Balance at December 31, 2024

$ 533,266,642

$ ( 496,312,346 )

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

$ 533,266,642

$ ( 496,312,346 )

The accompanying

notes are an integral part of these consolidated financial statements.

TECHNOLOGY SOLUTIONS, INC.

STATEMENTS OF CASHFLOWS

For the Year Ended December 31 ,

Cash flows from operating activities:

STATEMENTS OF CASH FLOWS

the Year ended December 31,

Cash flows from operating

$ ( 21,596,628 )

$ ( 23,917,353 )

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

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

Amortization of right of

use assets, net - related-party

Amortization of right of

use assets, net

Interest and amortization

of debt discount

Loss on conversion of debt

Loss on assets

Gain on settlement of non-convertible

notes payable and advances

$ ( 1,056,962 )

(Gain)/Loss on asset

$ ( 202,466 )

Loss on assets - related-party

Loss on assets

Impairments on equipment

Gain on termination of lease

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

( 1,056,962 )

Stock based compensation

Warrants issued for services

Loss on extinguishment

Equity issued for warrant inducement

Gain on deferred revenue

Change in fair value of derivative liabilities

Equity issued for warrant

(Gain)/Loss on extinguishment

$ ( 980,769 )

Change in fair value of

derivative liability

$ ( 48,314,949 )

Changes in operating assets and liabilities:

Due to related party

Due to related parties

$ ( 200,403 )

$ ( 1,685,205 )

$ ( 2,689,254 )

Accounts receivable

$ ( 745,477 )

Prepaid expenses

$ ( 687,194 )

Security deposit

Accounts payable and accrued expenses

Accrued payroll and related expenses

Principal payments made on operating lease liability - related-party

Accounts payable and accrued

$ ( 969,383 )

Principal payments made on operating lease liability

Net cash used in operating activities

Accrued payroll and related

$ ( 156,582 )

Principal payments made

on operating lease liability - related-party

payments made on operating lease liability

$ ( 599,438 )

Cash flows from investing activities:

Purchases of property and equipment - related party

$ ( 177,417 )

Net cash used in operating

$ ( 5,975,441 )

Cash received for the advance given for asset

Purchases of property and equipment

$ ( 17,254,723 )

Cash flows from investing

Purchases of property and

equipment - related-party

$ ( 3,582,181 )

Purchases of property and

$ ( 2,068,086 )

$ ( 12,339,809 )

from disposal of property and equipment

Net cash used in investing activities

1 unchanged sentence

$ ( 15,921,990 )

Cash flows from financing activities:

Cash flows from financing

Bank overdrafts

Proceeds from sale of common stock and warrants

Proceeds from issuance

of common stock with warrants

Proceeds from warrant exercises

Proceeds from issuance of convertible notes

Repayments of convertible notes

Repayment of convertible

$ ( 1,497,083 )

Proceeds from bridge financing

Proceeds from issuance of non-convertible notes payable

Repayment of non-convertible notes payable - Related party

Repayment of non-convertible notes payable

Repayment of non-convertible

notes payable

$ ( 2,841,012 )

$ ( 2,910,193 )

Repayment of non-convertible

notes payable - Related party

$ ( 2,300,000 )

$ ( 4,008,057 )

Proceeds from factoring

1 unchanged sentence

$ ( 3,538,388 )

Net cash provided by financing

Net (decrease)/increase

$ ( 1,640,701 )

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of year

Cash, end of year

Supplemental disclosures of cash flow information:

Cash paid during period for interest

Cash paid during period for taxes

Supplemental disclosure of non-cash investing and financing activities:

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 related party notes to Series D Preferred

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

Common shares issued for cashless exchange of warrants

Supplemental disclosures

of cash flow information:

Cash paid during period

Supplemental disclosure

of non-cash investing and financing activities:

Equipment purchased by

issuance of non-convertible notes payable

Non-convertible notes settled

with disposal of property

Reclassification of related

party note to due to related parties

Deemed dividend for exercise

price reduction of warrants

Deemed dividend for conversion

price reduction of note

Exchange of related party

notes to Series D Preferred

Common shares issued for

cashless exchange of warrants

Rounding for reverse split

Legal fees paid out of warrant exercise

Assets purchased adjusted from accounts receivables

Common shares issued upon conversion of convertible notes and accrued interest

Land purchased with deed of trust notes

Increase in right of use

assets and operating lease liabilities

Common shares issued upon

conversion of Series Z Preferred

Legal fees paid out of

warrant exercise

Assets purchased adjusted

from Accounts Receivable

Common shares issued upon

conversion of convertible notes and accrued interest

Land purchase with issuance of Series A-1 Preferred

Land Purchased with deed of trust notes

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

29 unchanged sentences

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

the year ended December 31, 2024, there were proceeds from warrant exercises of $ 2,834,741 , proceeds from the sale of common stock and

warrants of $ 40,369,115 , proceeds from bank overdrafts of $ 112,933 , and proceeds from factoring advances of $ 2,843,950 .

the Company raises additional funds by issuing equity securities, its stockholders would experience dilution.

23 unchanged sentences

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, derivative liability, extinguishment & modification

used in right-of-use and lease liability calculations, valuations and impairments of intangible assets acquired in business

combination, estimated useful life of long-lived assets and finite life tangible assets, extinguishment & modification

of debt and the valuation allowance related to deferred tax assets.

10 unchanged sentences

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

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

three months or less to be cash equivalents.

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

months or less to be cash equivalents.

As of December 31, 2025 and 2024, the Company had no cash equivalents.

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

federally insured limit of $ 250,000

The Company maintains its

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

$ 250,000 per bank.

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

At December 31,

2024 and 2023, the uninsured balances amounted to $ 2,363,785 and

$ 1,267,659 ,

respectively.

31, 2025 and 2024, the uninsured balances amounted to approximately $ 376,924 and $ 2,363,785 , respectively.

and Equipment, net

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

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

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

Upon the sale or retirement

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

charged to income.

We expense costs for repairs and maintenance when incurred.

Our property and equipment is pledged as collateral for

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.

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

is calculated using the straight-line method over the estimated useful lives of the assets, except for leasehold improvements, which

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

Upon the sale or retirement of assets,

the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in income.

for repairs and maintenance are expensed as incurred.

Property and equipment is pledged as collateral for 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 suppliers, direct costs of providing hauling

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

Prepaid Expenses

Prepaid expenses consist of payments made in advance for goods and services that will be received

or consumed in future periods.

Such amounts are recorded as assets when paid and are recognized as expense in the period in which the

related goods or services are received or the economic benefit is realized.

Prepaid amounts expected to be realized within twelve months

of the balance sheet date are classified as current assets, while amounts expected to be realized beyond twelve months are classified

as non-current.

The Company periodically evaluates prepaid expenses for recoverability and recognizes a charge to operations if it is

determined that the future economic benefit associated with the prepaid asset will not be realized.

Party Transactions

are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled

by, or are under common control with the Company.

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

of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if

one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting

parties might be prevented from fully pursuing its own separate interests.

The Company discloses all related party transactions.

Note 19 – Related Party Transactions.

Parties are considered related to the Company if the parties, directly or indirectly,

through one or more intermediaries, control, are controlled by, or are under common control with the Company.

Related parties also include

principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management

and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies

of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Company discloses all related party transactions.

See Note 19 – Related Party Transactions.

Company accounts for its leases under ASC 842, Leases.

29 unchanged sentences

the contract(s) with a customer;

(ii) Identify

the performance obligation in the contract;

(iii) Determine

the transaction price;

(iv) Allocate

the transaction price to the performance obligations in the contract;

(v) Recognize

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

10 unchanged sentences

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.

As of December 31, 2024 and 2023, the accounts receivable balances amounted to $ 1,254,390

and $ 646,413 , respectively.

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

the value of the inventories on hand, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged

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

We calculate the cost of

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

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

value as their cost basis is not readily available.

The value of our inventories was $ 2,889,682 and $ 200,428 , respectively, as of December

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

balances, historical collection rates, and economic trends.

Management uses this evaluation to estimate the amount of receivables

that may not be collected and records a provision for expected credit losses.

Accounts are written off when all collection efforts

have been exhausted.

As of December 31, 2025 and 2024, accounts receivable were $ 1,116,924

and $ 1,254,390 ,

See “Note 5 – Inventories.”

Company charges the costs of advertising to expense as incurred.

Advertising costs were $ 53,147 and $ 414,194 for the year ended December

31, 2024 and 2023, respectively.

respectively.

As of December 31, 2025 and 2024, there was a $ 0 allowance for doubtful ,

and no allowances were recorded for the years ended December 31, 2025 and 2024, respectively.

the Company ships ferrous and non-ferrous metals multiple times per day, it maintains inventories consisting of processed and unprocessed

scrap metal, used and salvaged vehicles, and supplies.

Inventories are valued at the lower of cost or net realizable value.

cost is determined using the first-in, first-out (FIFO) method.

Finished goods are valued at net realizable value as cost is not readily

determinable.

The value of inventories was $ 2,240,943 and $ 2,889,682 as of December 31, 2025 and 2024, respectively.

Company expenses advertising costs as incurred.

Advertising costs were $ 173,445 and $ 53,147 for the years ended December 31, 2025 and

2024, respectively.

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

86 unchanged sentences

would not be included in our current liabilities.

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

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

The test for impairment is required to be

performed by management at least annually.

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

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

If such assets are

considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset

exceeds the fair value of the asset.

Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value

less costs to sell.

Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an

estimated useful life of five

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

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

The estimated useful

lives of the Intellectual Property, Customer List, and Licenses assumed in the Empire acquisition is 5

years, and 10

years, respectively.

See Note 7 – Amortization of Intangible Assets.

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

These transactions

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

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

Any change in the availability of these

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

As of December 31, 2024 and 2023, the Company

owed $ 0 and $ 0 , net of debt discounts of $ 0 and $ 0 , respectively for factoring advances.

See “Note 8 – Advances and Non-Convertible

Notes Payable.”

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

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

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

adopted ASU 2023-07 for the year ended December 31, 2024.

See Note 20 – Segment Reporting.

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

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

The test for impairment is required to be performed by management

at least annually.

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

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

If such assets are considered to be impaired, the impairment

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

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

Intangible assets are stated

at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five 5 to ten years .

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

less any amount realized from disposition, is reflected in earnings.

The estimated useful lives of the Intellectual Property, Customer

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

See Note 7 – Amortization

of Intangible Assets.

Company determines its operating segments in accordance with ASC 280, Segment Reporting , as updated by ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

Operating segments are defined as components of the business

for which discrete financial information is available and that are regularly reviewed by the Chief Executive Officer, who is the Company’s

chief operating decision maker (“CODM”), in assessing performance and allocating resources.

Company has identified three operating segments based on its differentiated products and services:

Scrap Metal Recycling, Hauling, and

Other (primarily comprised of rental income).

The CODM evaluates performance using revenues, gross profit, and operating cash flows on

both an operating segment basis and a consolidated basis.

Operating expenses, including selling, general and administrative expenses,

depreciation and amortization, and other operating costs, are managed centrally and are not allocated to individual operating segments.

Company has determined that its operating segments exhibit similar economic characteristics and are similar in nature with respect to

products and services, production processes, customer types, and methods of distribution.

As a result, the Company has aggregated its

operating segments into a single reportable segment for financial reporting purposes.

The Company operates in one geographic segment,

the United States of America.

Company adopted ASU 2023-07 for the year ended December 31, 2024.

Additional information about the Company’s operating segments

and related disclosures is provided in Note 20 – Segment Reporting.

Earnings (Loss) Per Common Share

9 unchanged sentences

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

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

Common shares issuable upon conversion of convertible notes

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

Common shares issuable upon conversion of convertible

Options to purchase common shares

Warrants to purchase common shares

Common shares issuable upon conversion of preferred stock

Total potentially dilutive shares

On May 31, 2024, the Company completed 1-for-150 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, 2024

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.

Common shares issuable

upon conversion of preferred stock

Total potentially dilutive

August 20, 2025, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of

Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $ 0.001 per share, in the ratio of

1-for-110 , which was effective at 5:00 p.m., eastern time, on August 22, 2025.

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, 2025 and 2024.

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

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

Accounting Pronouncements

December 2023, the FASB issued Accounting Standards Update No.

In December 2023, the FASB issued Accounting

Standards Update No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax

Disclosures (“ASU 2023-09”).

ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related

to rate reconciliation and income taxes paid information.

In particular, on an annual basis, companies will be required to disclose specific

categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign

taxes, and also disaggregated by individual jurisdictions above a quantitative threshold.

The standard is effective for the Company for

annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented.

The Company will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance

on its disclosures.

November 2023, the FASB issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires enhanced disclosures surrounding reportable segments,

particularly (i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”)

and included in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue

and significant expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis.

are also required to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing

the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance

and allocating resources.

The Company adopted ASU 2023-07 for the year ended December 31, 2024.

Improvements to Income Tax Disclosures (“ASU 2023-09”).

requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information.

In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional

information for reconciling items that meet a quantitative threshold.

Companies will also be required to disclose, on an annual basis,

the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions

above a quantitative threshold.

The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective

basis, with retrospective application permitted for all prior periods presented.

The Company adopted ASU 2023-09 for the annual period

ending December 31, 2025.

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

but resulted in enhanced income tax disclosures.

Issued Accounting Pronouncements Not Yet Adopted

October 2023, the FASB issued Accounting Standards Update No.

2023-06, Disclosure Improvements:

Codification Amendments in Response to

the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”).

ASU 2023-06 incorporates into the FASB Accounting

Standards Codification 14 of the 27 disclosure and presentation requirements that were referred to the FASB by the SEC in connection

with the SEC’s Disclosure Update and Simplification Initiative (SEC Release No.

The amendments modify or add various disclosure

and presentation requirements across a number of Codification topics.

The effective date for each amendment will be the date on which

the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption

If by June 30, 2027 the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the related

amendment will be removed from the Codification and will not become effective for any entity.

The Company is currently evaluating the

impact of this guidance but does not expect it to have a material impact on its consolidated financial statements or disclosures.

Disaggregation

1 unchanged sentence

November 2024, the FASB issued Accounting Standards Update No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires specified information about certain

costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement

in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated.

Entities will

also be required to disclose their definition of “selling expenses” and the total amount in each annual period.

is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates

applied either prospectively or retrospectively.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation

Disclosures (Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires specified information about certain costs and expenses

be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they

are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated.

Entities will also be required

to disclose their definition of “selling expenses” and the total amount in each annual period.

The standard is effective for

the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either

prospectively or retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of this

guidance on its disclosures.

The Company is currently evaluating the impact of this guidance on its

Losses – Accounts Receivable and Contract Assets

July 2025, the FASB issued Accounting Standards Update No.

2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of

Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

ASU 2025-05 provides all entities with a practical

expedient, and entities other than public business entities with an additional accounting policy election, when estimating expected credit

losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

practical expedient, an entity may assume that current economic conditions as of the balance sheet date remain unchanged over the forecast

period, and is therefore not required to develop reasonable and supportable forecasts of future economic conditions for those assets.

The standard is effective for the Company for annual reporting periods beginning January 1, 2026, and interim periods within those annual

periods, applied on a prospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance

on its consolidated financial statements.

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

to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations

or cash flows.

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

4 – CONCENTRATIONS OF RISK

Company had a concentration of suppliers during fiscal year 2023.

During the year ended December 31, 2023, two suppliers accounted for

$ 609,119 and $ 374,800 , or 2.88 % and 1.77 % of our cost of goods sold.

the year ended December 31, 2024, no supplier accounted for more than 5 % of the Company’s cost of revenues.

the years ended December 31, 2025 and 2024, no supplier accounted for more than 5 % of the Company’s cost of revenues.

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

At December 31,

2024, six certain large customers individually accounted for $ 156,535 , $ 145,703 , $ 140,978 , $ 130,518 , $ 109,900 , $ 83,387 , and $ 67,214 ,

or 12.48 %, 11.62 %, 11.24 %, 10.40 %, 8.76 %, 6.65 %, and 5.36 %, respectively.

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, 2025, seven certain large customers

individually accounted for $ 159,073 ,

$ 113,939 , $ 95,381 ,

$ 88,446 , $ 79,048 ,

and $ 70,322 ,

12.89 %, 10.20 %, 8.54 %, 7.92 %, 7.08 %,

respectively.

At December 31, 2024, six certain large customers individually

accounted for $ 156,535 ,

and $ 67,214 ,

or 12.48 %, 11.62 %, 11.24 %, 10.40 %, 8.76 %, 6.65 %,

respectively.

Concentrations

Company has a concentration of customers.

For the fiscal year ended December 31, 2024, two large customers individually accounted for

$ 18,654,928 and $ 1,683,325 , or approximately 55.99 % and 5.05 % of our revenues, respectively.

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.

The Company has a concentration of customers.

For the fiscal year ended

December 31, 2025, two large customers individually accounted for $ 12,073,690 and $ 5,482,886 , or approximately 25.88 % and 11.75 % of our

revenues, respectively.

For the fiscal year ended December 31, 2024, two large customers individually accounted for $ 18,654,928 and $ 1,683,325 ,

or approximately 55.99 % and 5.05 % of our revenues, respectively.

Supplier Concentrations

The Company does not have a concentration of suppliers.

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

1 unchanged sentence

consisted of the following as of:

OF INVENTORIES

Processed and unprocessed scrap metal

SCHEDULE OF INVENTORIES

Processed and unprocessed scrap

Finished products

20 unchanged sentences

and equipment as of December 31, 2025 and 2024 is summarized as follows:

OF PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

Machinery & Equipment

5 unchanged sentences

( 7,974,269 )

Property and equipment, net

expense for the years ended December 31, 2024 and 2023 was $ 4,379,393 and $ 2,856,380 , respectively.

Impairment of equipment for the years

ended December 31, 2024 and 2023 was $ 439,086 and $ 0 , respectively.

Property and equipment,

expense for the years ended December 31, 2025 and 2024 was $ 5,706,278

and $ 4,379,393 ,

respectively.

Impairment of equipment for the years ended December 31, 2025 and 2024 was $ 0

and $ 439,086 ,

respectively.

Loss on assets for the years ended December 31, 2025 and 2024 was $ 0

$ 12,338,550 and $ 9,850,850 , respectively due to loss on a related-party asset purchase.

Loss on assets for the years ended December 31,

2024 and 2023 was $ 0 and $ 197,458 , respectively due to loss on a non related-party asset purchase.

For the year ended December 31, 2024,

the Company wrote off its fully depreciated equipment in the amount of $ 1,474,750 .

Also company fully wrote off impaired equipment in

and $ 12,338,550 ,

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

Gain on assets for the years ended December 31, 2025 and 2024 was $ 202,466

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

For the year ended December 31, 2024, the Company wrote off its fully

depreciated equipment in the amount of $ 1,474,750

and also fully wrote off impaired equipment in

the amount of $ 624,462 .

For the year ended December 31, 2025, the Company wrote off its fully depreciated equipment in the amount of $ 19,427 .

7 – AMORTIZATION OF INTANGIBLE ASSETS

1 unchanged sentence

Identified intangible assets consisted of the following at the dates indicated below:

OF INTANGIBLE ASSETS

December 31, 2024

SCHEDULE OF INTANGIBLE ASSETS

Gross carrying

3 unchanged sentences

( 9,041,450 )

Total intangible assets, net

Total intangible assets,

$ ( 12,573,625 )

11 unchanged sentences

amortization expense for our intangible assets for the years 2026 through 2029 is as follows:

OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS

Year ended December 31,

SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS

ended December 31,

8 – ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE

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 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 $ 0 and $ 492,540 during the years ended December 31, 2024 and 2023, respectively.

The Company made cash repayments of

$ 0 and $ 695,198 during the years ended December 31, 2024 and 2023, respectively.

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, 2024 and 2023, the revenue factoring advance

had a balance of $ 0 and $ 0 , net an unamortized debt discount of $ 0 and $ 0 , 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 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 $ 0 and $ 323,669 during the years ended December 31, 2024 and 2023, respectively .

The Company made cash repayments of $ 0 and $ 408,136 during the years ended December 31, 2024 and 2023, respectively.

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, 2024

and 2023, the revenue factoring advance had a balance of $ 0 and $ 0 , net an unamortized debt discount of $ 0 and $ 0 , 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 advance matures on January 4, 2024.

There was amortization of debt discount

of $ 0 and $ 404,812 during the years ended December 31, 2024 and 2023, respectively.

The Company made cash repayments of $ 0 and $ 1,474,000

during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the revenue factoring advance had

a balance of $ 0 and $ 0 , net an unamortized debt discount of $ 0 and $ 0 , 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 $ 0 and $ 270,000 during the years ended December 31, 2023 and 2024, respectively.

The Company made

cash repayments of $ 0 and $ 192,500 and the remaining balance of $ 0 and $ 548,625 was repaid out of the proceeds of another advance during

the years ended December 31, 2024 and 2023, respectively.

There was a $ 0 and $ 28,875 gain on settlement of the advance during the years

ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the revenue factoring advance had a balance of $ 0 and

$ 0 , net an unamortized debt discount of $ 0 and $ 0 , respectively.

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 $ 0 and $ 500,000 during the years ended December 31, 2024 and 2023, respectively.

made cash repayments of $ 0 and $ 350,000 during the years ended December 31, 2024 and 2023, respectively.

The remaining balance of $ 1,003,870

was repaid out of the proceeds of another advance during the year ended December 31, 2023.

There was a $ 0 and $ 46,130 gain on settlement

of the advance during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the revenue factoring

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

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

$ 0 and $ 652,500 during the years ended December 31, 2024 and 2023, respectively.

The Company made cash repayments of $ 0 and $ 2,744,950

during the years ended December 31, 2024 and 2023, respectively.

There was a gain of settlement of $ 0 and $ 157,550 during the years ended

December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the revenue factoring advance had a balance of $ 0 and $ 0 ,

net an unamortized debt discount of $ 0 and $ 0 , respectively.

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 $ 0 and $ 986,000 during the years ended December 31, 2024 and 2023, respectively.

The Company made cash repayments

of $ 0 and $ 4,080,105 during the years ended December 31, 2024 and 2023, respectively.

There was a gain of settlement of $ 0 and $ 305,895

during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the revenue factoring advance had

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

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 $ 0 and $ 238,000 during the years ended December 31, 2024 and 2023,

respectively.

The Company made cash repayments of $ 0 and $ 861,000 during the years ended December 31, 2024 and 2023, respectively.

was a gain of settlement of $ 0 and $ 56,000 during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and

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

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 $ 0 and $ 102,000 during the years ended December 31, 2024 and 2023,

respectively.

The Company made cash repayments of $ 0 and $ 375,000 during the years ended December 31, 2024 and 2023, respectively.

was a gain of settlement of $ 0 and $ 18,000 during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and

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

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 $ 820,000 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 $ 0 and $ 490,000 during the

years ended December 31, 2024 and 2023, respectively.

The Company made cash repayments of $ 0 and $ 1,379,910 during the years ended December

31, 2024 and 2023, respectively.

There was a gain of settlement of $ 0 and $ 20,090 during the years ended December 31, 2024 and 2023,

respectively.

As of December 31, 2024 and 2023, the revenue factoring advance had a balance of $ 0 and $ 0 , net an unamortized debt discount

of $ 0 and $ 0 , respectively.

February 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 1,340,000 for a purchase price

of $ 970,000 .

February 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 1,340,000 for a purchase price of

There was an origination fee of $ 30,000 .

There were cash proceeds of $ 970,000 during the year ended December 31, 2024.

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

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

The Company was required to make weekly payments

4 unchanged sentences

The Company made cash repayments of $ 606,400 during the year ended December 31, 2024.

The Company realized a $ 733,600 gain on settlement during the year ended December 31, 2024.

As of December 31, 2024, the

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

realized a $ 733,600 gain on settlement during the year ended December 31, 2024.

As of December 31, 2024, the revenue factoring advance

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

The advance is retired.

February 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 822,000 for a purchase price

of $ 572,950 .

February 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 822,000 for a purchase price of $ 572,950 .

There was an origination fee of $ 27,050 .

There were cash proceeds of $ 572,950 during the year ended December 31, 2024.

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

The Company was required to make weekly payments

in the amount $ 30,444 through August 2024.

The Company’s

Chief Executive Officer was personally liable for this factoring advance.

The Company was required to make weekly payments in the amount

$ 30,444 through August 2024.

The advance matured on August 31, 2024.

There was amortization of debt discount of $ 249,050 during

the year ended December 31, 2024.

There was amortization of debt discount of $ 249,050 during the year

ended December 31, 2024.

The Company made cash repayments of $ 668,556 during the year ended December 31, 2024.

a gain on settlement $ 153,444 during the year ended December 31, 2024.

As of December 31, 2024, the revenue factoring advance had

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

There was a gain on settlement

$ 153,444 during the year ended December 31, 2024.

As of December 31, 2024, the revenue factoring advance had a balance of $ 0 , net an

unamortized debt discount of $ 0 .

The advance is retired.

February 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 559,600 for a purchase price

of $ 376,000 .

February 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 559,600 for a purchase price of $ 376,000 .

There was an origination fee of $ 24,000 .

There were cash proceeds of $ 376,000 during the year ended December 31, 2024.

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

The Company was required to make weekly payments

in the amount $ 25,436 through July 2024.

The Company’s

Chief Executive Officer was personally liable for this factoring advance.

The Company was required to make weekly payments in the amount

$ 25,436 through July 2024.

The advance matured on July 15, 2024.

There was amortization of debt discount of $ 183,600 during

the year ended December 31, 2024.

There was amortization of debt discount of $ 183,600 during the year

ended December 31, 2024.

The Company made cash repayments of $ 544,745 during the year ended December 31, 2024.

a gain on settlement $ 14,855 during the year ended December 31, 2024.

As of December 31, 2024, the revenue factoring advance had

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

There was a gain on settlement

$ 14,855 during the year ended December 31, 2024.

As of December 31, 2024, the revenue factoring advance had a balance of $ 0 , net an unamortized

debt discount of $ 0 .

The advance is retired.

2 unchanged sentences

There were cash proceeds of $ 700,000 during the year ended December 31, 2024.

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

The Company was required to make weekly payments

in the amount $ 125,000 through June 2024.

The Company’s

Chief Executive Officer was personally liable for this factoring advance.

The Company was required to make weekly payments in the amount

$ 125,000 through June 2024.

The advance matured on June 6, 2024.

There was amortization of debt discount of $ 799,000 during

the year ended December 31, 2024.

There was amortization of debt discount of $ 799,000 during the year

ended December 31, 2024.

The Company made cash repayments of $ 1,375,000 during the year ended December 31, 2024.

was a gain on settlement $ 124,000 during the year ended December 31, 2024.

As of December 31, 2024, the revenue factoring advance

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

There was a gain on

settlement $ 124,000 during the year ended December 31, 2024.

As of December 31, 2024, the revenue factoring advance had a balance of

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

The advance is retired.

2 unchanged sentences

There were cash proceeds of $ 225,000 during the year ended December 31, 2024.

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

The Company was required to make weekly payments

in the amount $ 23,422 through July 2024.

The Company’s

Chief Executive Officer was personally liable for this factoring advance.

The Company was required to make weekly payments in the amount

$ 23,422 through July 2024.

The advance matured on July 7, 2024.

There was amortization of debt discount of $ 149,750 during

the year ended December 31, 2024.

There was amortization of debt discount of $ 149,750 during the year ended

December 31, 2024.

The Company made cash repayments of $ 343,688 during the year ended December 31, 2024.

a gain on settlement $ 31,062 during the year ended December 31, 2024.

As of December 31, 2024, the revenue factoring advance had

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

There was a gain on settlement

$ 31,062 during the year ended December 31, 2024.

As of December 31, 2024, the revenue factoring advance had a balance of $ 0 , net an unamortized

debt discount of $ 0 .

The advance is retired.

5 unchanged sentences

Notes Payable

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 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 $ 0 and $ 3,182 during the year s

ended December 31, 2024 and 2023, re spectively .

the year s ended December 31, 2024 and 2023, the Company made $ 0 and $ 40,000 in payments

towards the Resolution Agreement, re spectively .

As of December 31, 2024 and 2023, the Resolution

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

10 unchanged sentences

net an unamortized debt discount of $ 0 and $ 4,306 , respectively.

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

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

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

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

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

Company, and matures on October 21, 2026.

During the years ended December 31, 2024 and 2023, the Company made $ 202,747 and $ 354,789 in

payments towards the note, respectively.

There was amortization of debt discount of 57,294 and $ 72,932 during the years ended December

31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the note had a balance of $ 310,476 and $ 455,929 net an unamortized

debt discount of $ 49,802 and $ 107,097 , respectively.

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

for the financing and installation of a piece of equipment in the amount $ 750,000 .

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

through October 2022 and monthly payments of $ 19,260

until October 2026.

The note bears an interest rate of 10.6 %,

is secured by certain assets of the Company, and matures on October 21, 2026.

During the years ended December 31, 2025 and 2024, the

Company made $ 244,963

and $ 202,747

in payments towards the note, respectively.

There was additional interest of $16,148 booked during the year ended December 31, 2025.

There was amortization of debt discount of $ 65,950

during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance of $ 176,792

and $ 310,476

net an unamortized debt discount of $ ( 61,471 )

and $ 49,802 ,

respectively.

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

The note has a principal amount

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

The note has a principal

amount of $ 600,000 ,

bears an interest rate of 6.5 %,

and matures on September 1, 2032.

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

1 unchanged sentence

The Company made principal payments of

and $ 16,727 during the years ended December 31, 2024 and 2023, respectively.

The Company made interest payments of $ 35,809 and $ 36,985

during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, the note had a principal balance of

$ 561,324 and $ 579,227 and accrued interest of $ 2,999 and $ 2,991 , respectively.

The Company made interest payments of $ 31,614

during the years ended December 31 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a principal balance

and $ 561,324 ,

respectively and accrued interest of $ 0 and $ 2,999 .

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

The note has a principal amount

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

The note has a principal

amount of $ 600,000 ,

bears an interest rate of 6.5 %,

and matures on September 1, 2032.

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

1 unchanged sentence

The Company made principal payments of

and $ 16,727 during the years ended December 31, 2024 and 2023, respectively.

The Company made interest payments of $ 35,809 and $ 36,985

during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, the note had a principal balance of

$ 561,324 and $ 579,227 and accrued interest of $ 2,999 and $ 2,991 , respectively.

The Company made interest payments of $ 31,614

during the years ended December 31 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a principal balance

and $ 561,324 ,

respectively and accrued interest of $ 0 and $ 2,999 .

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

4 unchanged sentences

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 $ 112,006 and $ 256,797 during the years ended December 31, 2024 and 2023, respectively.

There were payments of $ 805,182 and $ 1,374,821 towards the note during the year ended December 31, 2024 and 2023, respectively.

December 31, 2024 and 2023, the note had a balance of $ 575,616 , and $ 1,268,792 net an unamortized debt discount of $ 59,478 and $ 171,484 ,

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 .

The note is secured by certain assets of the Company.

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

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

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

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

There was amortization of debt discount of $ 104,107 and $ 102,505 during

There was amortization of debt discount of $ 56,316 and $ 112,006 and a gain on settlement of $ 33,027 and $ 0 recorded during

the years ended December 31, 2025 and 2024, respectively.

There were payments of $ 220,860 and $ 390,198 during the years ended December

31, 2024 and 2023, respectively.

There were payments of $ 667,123 and $ 805,182 towards the note during the years

ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance of $ 0 and $ 575,616 net an unamortized

2 unchanged sentences

The note is secured by certain assets of the Company.

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

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

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

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

There was amortization of debt discount of $ 107,423 and $ 103,312 during

the years ended December 31, 2024 and 2022, respectively.

There were payments of $ 223,759 and $ 396,977 during the years ended December

31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the note had a balance of $ 689,613 and $ 805,949 net an unamortized

debt discount of $ 249,740 and $ 357,164 , respectively.

A non-cash adjustment of $ 439,500 was recorded on disposal of assets.

is required to make monthly payments in the amount of $ 10,410 through March 2023 and then monthly payments in the amount of $ 20,950 through

The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on March 5, 2029.

was amortization of debt discount of $ 247,899 and $ 104,107 during the years ended December 31, 2025 and 2024, respectively.

payments of $ 87,047 and $ 220,860 during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 2024 the note

had a balance of $ 0 and $ 680,674 net an unamortized debt discount of $ 0 and $ 247,897 , 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 .

$ 586,000 of this balance was settled against the disposal of property and equipment.

The note is secured by certain assets of the Company.

The Company is required to make monthly payments in the amount of $ 10,630 through March 2023 and then monthly payments in the amount

of $ 21,225 through March 2029.

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

March 5, 2029.

There was amortization of debt discount of $ 254,642 and $ 107,423 during the years ended December 31, 2025 and 2024, respectively.

There were payments of $ 79,696 and $ 223,759 during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025

and 2024 the note had a balance of $ 0 and $ 689,613 net an unamortized debt discount of $ 0 and $ 249,740 , 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 .

The note is secured by certain assets of the Company.

A non-cash adjustment of $ 439,500 was recorded on disposal of assets.

is required to make monthly payments in the amount of $ 10,860 through March 2023 and then monthly payments in the amount of $ 21,740 through

The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on March 5, 2029.

was amortization of debt discount of $ 216,411 and $ 108,233 during the years ended December 31, 2025 and 2024, respectively.

payments of $ 82,870 and $ 229,388 during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 2024, the note

had a balance of $ 0 and $ 706,341 net an unamortized debt discount of $ 0 and $ 255,835 , respectively.

On December 15, 2022, the Company entered into a secured promissory note in the principal amount

of $ 1,557,435 for a purchase price of $ 1,093,380 .

The note is secured by certain assets of the Company.

A non-cash adjustment of $ 439,000

was recorded on disposal of assets.

The Company is required to make monthly payments in the amount of $ 10,585 through March 2023 and then

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

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

the Company, and matures on March 15, 2029.

There was amortization of debt discount of $ 250,101 and $ 103,266 during the years months ended

December 31, 2025 and 2024, respectively.

There were payments of $ 51,787 and $ 223,818 during the years ended December 31, 2025, and 2024,

respectively.

As of December 31, 2025 and 2024, the note had a balance of $ 0 and $ 687,948 net an unamortized debt discount of $ 0 and $ 250,101 ,

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.

The note bears an interest rate of 10.6 %,

is secured by certain assets of the Company, and matures on March 10, 2026.

There was amortization of debt discount of $ 41,021

during the years ended December 31, 2025 and 2024, respectively.

There were payments of $ 276,154

and $ 330,875

during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2 025

and 2024, the note had a balance of $ 133,752

and $ 381,903

net an unamortized debt discount of $ 50,416 and

respectively.

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, as well as a non-cash adjustment of $ 289,033

on disposal of assets.

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 $ 67,928

during the years ended December 31, 2025 and 2024, respectively.

There were payments of $ 43,355

and $ 156,933

during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance of $ 0

and $ 531,871

net an unamortized debt discount of $ 0

and $ 185,515 ,

respectively.

During the year ended December 31, 2025, an additional non-cash adjustment for $ 219,069

was recorded on disposal of assets and a $ 190,438

gain on settlement was recorded for early payoff on this note.

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.

The Company 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 June 2027.

The note bears an interest rate of 10.6 %,

is secured by certain assets of the Company, and matures on June 23, 2027.

There was amortization of debt discount of $ 10,974 and

during years ended December 31 2025 and 2024, respectively.

There were payments of $ 183,631

and $ 232,826

during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the

note had a balance of $ 242,229

and $ 346,227

net an unamortized debt discount of $ 340,909

and $ 54,034 ,

respectively.

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

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

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

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

There was amortization of debt discount of 108,233 and $ 107,589 during

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.

There were additional fees incurred of $ 8,733 and

$ 21,380 during

the years ended December 31, 2024 and 2023, respectively.

There were payments of $ 229,388 and $ 406,295 during the years ended December

31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the note had a balance of $ 706,341 and $ 827,495 net an unamortized

debt discount of $ 255,835 and $ 364,069 , 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 .

The company recorded additional interest adjusted to debt discount

amounting to $ 113,839 .

There was amortization of debt discount of $( 10,491 )

and $ 107,570 during

the years ended December 31, 2025 and 2024, respectively.

There were payments of $ 191,967 and

$ 174,746 during

the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance of $ 349,636 and

$ 494,748 net

an unamortized debt discount of $( 229,154 )

and $ 292,226 ,

respectively.

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

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

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

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

There was amortization of debt discount of $ 103,266 and $ 107,434 during

the year ended December 31, 2024 and 2023, respectively.

There were payments of $ 223,818 and $ 396,167 during the year ended December

31, 2024, and 2023, respectively.

As of December 31, 2024 and 2023, the note had a balance of $ 687,948 and $ 1,096,634 net an unamortized

debt discount of $ 250101 and $ 353,367 , 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 .

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.

There were payments of $ 61,249 and

$ 41,589 during

the years ended December 31, 2025 and 2024, respectively and $ 150,466 and

this balance, respectively, was settled against the disposal of property and equipment.

The company recorded additional interest

adjusted to debt discount amounting to $ 150,466 .

There was amortization of debt discount of $( 58,547 )

and $ 3,480 during

the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance of $ 0 and

$ 145,554 net

an unamortized debt discount of $ 0 and

respectively.

December 2, 2024, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief

Executive Officer in the principal amount of $ 11,699,916 .

The note was for the purchase of certain land and permits from an entity controlled by the Company’s Chief Executive Officer

and is secured by such property.

There were non-cash proceeds of $ 11,699,916

used to purchase the land and equipment.

The note matures on March 31, 2025 and accrues interest at 10 %

The note requires monthly payments of $ 2,983,309 ,

however in the event such payment would result in the Company having less than $ 3

million cash on hand, such payment is delayed without penalty until the following month and the maturity date of the note extended.

There was amortization of debt discount of $ 0

during the years ended December 31, 2025 and 2024.

The Company made payments of $ 2,300,000

towards the principal of the note during the year ended December 31, 2025.

As of December 31, 2025 and 2024, the note had a

principal balance and accrued interest of $ 5,391,859

and $ 7,691,859 ,

respectively.

Subsequent to December 31, 2025, the note was extended to March 31, 2026, and then further extended to June 30, 2026.

February 3, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,373,040

for a purchase price of $ 1,026,844 .

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 amortization of

debt discount of $ 64,534 and $ 223,518 during the years ended December 31, 2024 and 2023, respectively.

The Company is required to make monthly payments in the amount of $ 19,070 .

The note matures on February 3, 2031.

There was amortization of debt discount of $ 62,495

during the years ended December 31, 2025 and 2024, respectively.

There were payments of $ 172,630

and $ 453,820 during the year ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the note had a balance

of $ 381,903 and $ 648,244 net an unamortized debt discount of $ 78,419 and $ 142,954 , respectively.

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 .

during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance of $ 911,784

net of an unamortized debt discount of $ 288,626

respectively.

February 3, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,000,107

for a purchase price of $ 769,383 .

The note is secured by certain assets of the Company.

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

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

The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on April 12, 2028.

was amortization of debt discount of $ 67,928 and $ 75,253 during years ended December 31, 2024 and 2023, respectively.

There were payments

of $ 156,933 and $ 286,983 during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the note

had a balance of $ 531,871 and $ 620,876 net an unamortized debt discount of $ 185,515 and $ 277,951 , respectively.

There were non-cash proceeds of $ 29,853

used to purchase equipment.

The Company is required to make

monthly payments in the amount of $ 14,305 .

The note matures on February 3, 2031.

There was amortization of debt discount of $ 35,205

during the years ended December 31, 2025 and 2024, respectively.

There were payments of $ 128,745

during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance of $ 684,050

net of an unamortized debt discount of $ 187,312

respectively.

February 3, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,517,127 for a purchase price of $ 1,167,350 .

1 unchanged sentence

There were non-cash proceeds of $ 45,273 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 $ 64,812 and $ 182,908 during years ended December 31, 2024 and 2023, respectively.

There were payments

is required to make monthly payments in the amount of $ 21,700 .

The note matures on February 3, 2031.

There was amortization of debt discount

of $ 17,670 and $ 0 during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, the note

had a balance of $ 346,227 and $ 514,241 net an unamortized debt discount of $ 54,034 and $ 10,779 , respectively.

There were payments of $ 196,300 and $ 0 during

the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance

of $ 1,037,443 and $ 0 net of an unamortized debt discount of $ 283,384 and $ 0 , respectively.

February 3, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,213,693 for a purchase price of $ 898,653 .

1 unchanged sentence

There were non-cash proceeds of $ 36,227 used to purchase equipment.

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 $ 8,733 and $ 21,380 during the years ended December 31, 2024 and 2023, respectively.

There were payments

is required to make monthly payments in the amount of $ 17,360 .

The note matures on February 3, 2031.

There was amortization of debt discount

of $ 12,656 and $ 0 during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, the note

had a balance of $ 494,748 and $ 660,761 net an unamortized debt discount of 292,226 and $ 300,960 , respectively.

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

The note bears an interest rate of 8.5 %, is secured by certain assets of the Company, and matures on March 15, 2027.

payments of $ 111,697 and $ 20,478 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.

As of 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.

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 $ 41,589 and $ 64,114 during the years ended December 31, 2024 and 2023, respectively.

There was amortization of debt

discount of $ 3,480 and $ 28,101 during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the

note had a balance of $ 145,554 and $ 183,663 net an unamortized debt discount of $ 66,158 and $ 69,638 , respectively.

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.

The 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.

made payments of $ 0 and $ 498,625 towards

the principal and interest, respectively, during the years ended December 31, 2024 and 2023, respectively.

On March 29, 2024, the holder

of the note exchanged $ 10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note 14 –

Stockholders’ Equity ).

On April 21, 2024, the holder of the note exchanged $ 7,218,350 in principal for 412,360 shares

of common stock (see Note 14 – Stockholders’ Equity ).

There were payments of $ 156,240 and $ 0 during

the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance

of $ 0 and $ 17,218,350 , respectively.

December 2, 2024, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive

Officer in the principal amount of $ 11,699,916 .

The note was for the purchase of certain land and permits from an entity controlled by

the Company’s Chief Executive Officer and is secured by such property.

There were non-cash proceeds of $ 11,699,916 used to purchase

the land and equipment.

The note matures on March 31, 2025 and accrues interest at 10 % per annum.

The note requires monthly payments

of $ 2,983,309 , however in the event such payment would result in the Company having less than $ 3 million cash on hand, such payment is

delayed without penalty until the following month and the maturity date of the note extended.

The Company made payments of $ 4,008,057

towards the principal of the note during the year ended December 31, 2024.

As of December 31, 2024 and 2023, the note had a principal

balance and accrued interest of $ 7,691,859 and $ 0 , respectively.

of $ 830,115 and $ 0 net of an unamortized debt discount of $ 227,338 and $ 0 , respectively.

May 28, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,658,880

for a purchase price of $ 1,240,690 .

The note is secured by certain assets of the Company.

The Company is required to make monthly payments in the amount of $ 23,040 .

The note matures on May 28, 2031.

There was amortization of debt discount of $ 7,228

during the years ended December 31, 2025 and 2024, respectively.

There were payments of $ 101,400

during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance of $ 1,169,642

net of an unamortized debt discount of $ 397,078

respectively.

May 28, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,327,680

for a purchase price of $ 992,852 .

The note is secured by certain assets of the Company.

The Company is required to make monthly payments in the amount of $ 7,383 .

The note matures on May 28, 2031.

There was amortization of debt discount of $ 4,153

during the years ended December 31, 2025 and 2024, respectively.

There were payments of $ 71,903

during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the note had a balance of $ 925,765

net of an unamortized debt discount of $ 320,772

respectively.

following table details the current and long-term principal due under non-convertible notes as of December 31, 2025.

OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE

Financial (Issued April 11, 2022)

Non-Convertible

Note (Issued March 8, 2019)

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)

Finance Note (Issued January 10, 2023)

Finance Note (Issued January 12, 2023)

Finance Note (Issued February 24, 2023)

Finance Note (Issued February 23, 2023)

Finance Note (Issued April 12, 2023)

Property Note

Principal of Non-Convertible Notes

SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE

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 January 10,

Equipment Finance Note (Issued February 24,

Equipment Finance Note (Issued February 23,

Equipment Finance Note (Issued February 3,

Equipment Finance Note (Issued May 28, 2025)

DWM Property Note

Debt Discount

( 1,642,823 )

Total Principal of Non-Convertible Notes

principal payments due on non-convertible notes for 2026 through 2028 and thereafter is as follows:

OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES

Year ended December 31,

SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES

ended December 31,

9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

1 unchanged sentence

are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts Payable

1 unchanged sentence

Accrued Expenses

Total Accounts Payable and Accrued Expenses

Total Accounts Payable

and Accrued Expenses

10 – ACCRUED PAYROLL AND RELATED EXPENSES

Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including

payroll for 2018, 2019, 2020, and 2021.

As of December 31, 2024 and 2023, the Company owed payroll tax liabilities, including penalties,

of $ 3,946,410 and $ 4,089,836 , respectively, to federal and state taxing authorities.

The actual liability may be higher or lower due

to interest or penalties assessed by federal and state taxing authorities.

Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also

including payroll for 2018, 2019, 2020, and 2021.

As of December 31, 2025 and 2024, the Company owed payroll tax liabilities,

including penalties, of $ 3,946,411

to federal and state taxing authorities and $ 2,798,904 to federal and state governments.

The actual liability may be higher or lower due to

interest or penalties assessed by federal and state taxing authorities.

11 – COMMITMENTS AND CONTINGENCES

3 unchanged sentences

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

On October 25, 2024, Arena Special Opportunities Fund, LP and other related entities (“Arena”) filed a lawsuit in New

York State Court (the “Action”).

The complaint for the lawsuit alleges, among other things, a purported breach of contract

based on an alleged equity conditions failure.

October 25, 2024, Arena Special Opportunities Fund, LP and other related entities (“Arena”) filed a lawsuit in New York State

Court (the “Action”).

The complaint for the lawsuit alleges, among other things, a purported breach of contract based on

an alleged equity conditions failure.

The Company believes that the Action lacks merit.

In the event this Action is not summarily

dismissed, the Company intends to vigorously defend against it.

previously reported by (‘‘the Company’’), on September 13, 2024, the Company received written notice (the “Notice”)

from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the

$ 1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the

“Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $ 1.00 per share

for 30 consecutive business days.

The Notice indicated that the Company has 180 calendar days, or until March 12, 2025, to regain compliance

with the Minimum Bid Price Requirement.

In the event this Action is not summarily dismissed,

the Company intends to vigorously defend against it.

previously reported on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification

Department (“Nasdaq”) notifying the Company that it was not in compliance with the $ 1.00 minimum bid price requirement set

forth in Nasdaq Listing Rule 5550(a)

for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the

Company’s common stock had been below $ 1.00 per share for 30 consecutive business days.

The Notice indicated that the Company has

180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement.

March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement,

1 unchanged sentence

Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A).

determination to grant the Company an additional 180 calendar day period was based on the Company’s satisfaction of the continued

listing requirements for the market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq

Capital Market, with the exception of the Minimum Bid Price Requirement.

Additionally, the Company has provided Nasdaq with written notice

of its intention to cure the deficiency during the second compliance period, potentially by implementing a reverse stock split, if necessary.

at any time during this additional compliance period, the closing bid price of the Company’s common stock is at least $1.00 per

share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance, and this matter will be

If compliance cannot be demonstrated by September 8, 2025, Nasdaq will provide written notification that the Company’s

securities will be delisted.

At that time, the Company may appeal Nasdaq’s determination to a Nasdaq Hearings Panel.

Company is currently monitoring the closing bid price of its common stock and will consider available options, including a reverse stock

split, if appropriate, to regain compliance with the Minimum Bid Price Requirement by September 8, 2025.

There can be no assurance that

the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance with other listing

requirements of the Nasdaq Capital Market.

On August 20, 2025, the Company filed a Certificate of Amendment (the “Certificate

of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse

stock split of its issued common stock, par value $ 0.001 per share, in the ratio of 1-for-110 (the “Reverse Stock Split”),

which was effective at 5:00 p.m., eastern time, on August 22, 2025.

September 9, 2025, the Company received formal notice from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market

LLC that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).

May 23, 2025, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC regarding the Company’s

failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (the “Q1 Form 10-Q”)

with the SEC.

The Company previously submitted a plan to Nasdaq to regain compliance with respect to the delinquent Q1 Form 10-Q, and

Nasdaq granted the Company an exception until August 22, 2025, to evidence compliance with Nasdaq Listing Rule 5250(c)(1).

August 22, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure to

timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (the “Q2 Form 10-Q”).

informed the Company that is has until September 8, 2025 to submit an updated plan to regain compliance with Nasdaq Listing Rule 5550(a)(2).

On September 5, 2025, the Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its plan to evidence

compliance by 180 calendar days from the due date of the Q1 Form 10-Q, or until November 17, 2025.

November 18, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure

to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the “Q3 Form 10-Q”).

letter further stated that upon further review, the Company did not meet the terms of the previous exception granted to the Company and

that trading of the Company’s common stock would be suspended at the opening of business on November 28, 2025 and the Company’s

securities would be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq’s determination by

November 25, 2025.

On November 18, 2025, the Company filed the Q1 Form 10-Q with the SEC.

On November 21, 2025, the Company formally

requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the November 18, 2025 determination (the “Hearing”).

The Hearing was held on January 13, 2026.

On January 27, 2026, the Panel notified the Company that it granted the Company’s request

for continued listing subject to the Company filing the Q2 Form 10-Q on or before February 6, 2026 and filing the Q3 Form 10-Q on or

before March 6, 2026.

On February 5, 2026, the Company filed the Q2 Form 10-Q with the SEC.

On March 6, 2026 the Company filed the Q3 10-Q with the SEC.

2026, the Company received formal notice from Nasdaq that the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1) and

that the above matter has been closed.

On April 20, 2026, the Company received a letter from

the Listing Qualifications Department of Nasdaq notifying the Company that because it has not yet filed its Annual Report on Form 10-K

for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the SEC, Nasdaq has determined that the Company no

longer complies with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (“Listing Rule 5250(c)(1)”).

The Staff informed the Company that is has 60 calendar days to submit a plan to regain compliance

with Listing Rule 5250(c)(1).

If the Staff accepts the Company’s plan to regain compliance, then it may grant the Company an exception

of up to 180 calendar days from the 2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance.

On May 21, 2026, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s

failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.

The Staff informed the Company that

is has until June 22, 2026 to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1).

If the Staff accepts the Company’s

plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the Annual Report’s due date,

or until October 12, 2026, to evidence compliance with the Rule.

Employee Matter

Subsequent to year-end, in April 2026, the Company identified and terminated a former non-officer employee in its

logistics function who had improperly diverted certain hauling work to an outside entity and engaged in related improper conduct.

conduct occurred during 2026 and did not have a material effect on the Company's financial statements as of and for the year ended December

The Company has reviewed the matter, including outreach to potentially affected customers, and does not believe its ultimate

resolution will have a material effect on the Company's financial position, results of operations, or cash flows.

Accordingly, no liability

has been recorded.

The Company's review is ongoing, and the Company is pursuing available remedies against the former employee.

Leases (Operating Leases)

13 unchanged sentences

asset, together with any options to extend that the Company is reasonably certain to exercise.

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

of the Company’s Virginia Beach metal recycling location.

Under the terms of the leases, Empire is required to pay $9,677 for the

prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on January 1st of every

year thereafter.

The 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

7 unchanged sentences

sublease any of the office space under the lease agreement.

February 1, 2022, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of

Greenwave for the leasing of the Company’s Fairmont metal scrap yard located at 406 Sandy Street, Fairmont, NC 28340.

terms of the lease, the Company is required to pay $ 8,000 per month for the facility beginning February 1, 2022 and increasing by 3%

on January 1, 2023.

The lease 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.

cannot sublease the property under the lease agreement.

The Company terminated the lease on August 1, 2023.

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, 2030 and the Company has an option to extend the lease by 5 years.

The Company also has the

option to extend the term of the lease for an additional year for the next 5 years upon the same terms and conditions.

In the event the

Company does not exercise the options, the lease will continue on a month-to-month basis.

The Company cannot sublease the property under

the lease agreement.

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.

Effective April 1, 2024, the aggregate rent was increased to $ 124,970 per month with an additional one-time payment

of $ 210,000 .

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

8 unchanged sentences

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 Company had

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

May 2025, the Company entered into an amendment to the lease agreement that modified the rent payment schedule and added site clean-up

and waste management obligations.

Under the amended terms, rent was $23,000 for May 2025 (paid), $17,000 per month from June 1, 2025

through December 31, 2025, $18,500 per month from January 1, 2026 through December 31, 2026, and $20,000 per month from January 1, 2027

through February 28, 2028.

Beginning January 1, 2026, rent increases to $20,000 per month if the Company does not adhere to certain site

clean-up obligations outlined in the amendment.

The Company remains responsible for payment of property taxes related to the premises.

All other material terms of the lease remain unchanged.

Leases (Operating Leases)

5 unchanged sentences

terms of the lease.

effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 34,261 in ROU assets and $ 27,757 in lease liabilities

for an automobile lease.

Under the terms of the lease, Empire is required to pay $ 650 per month until the lease expired on February 15,

2026 and the Company does not have an option to renew or extend.

The Company is responsible for any damage to the automobile under the

terms of the lease.

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.

December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile.

4 unchanged sentences

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

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

Under the terms of the lease, Empire was required

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

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

to renew or extend.

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

assets and liabilities consist of the following:

OF ASSETS AND LIABILITIES

SCHEDULE OF ASSETS AND 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

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, 2025 were as follows:

OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS

SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS

Year ended December 31,

1 unchanged sentence

Imputed Interest

$ ( 259,800 )

Present Value of Lease Payments

9 unchanged sentences

13 – CONVERTIBLE NOTES PAYABLE

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.

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

5 unchanged sentences

The transaction closed on August 1, 2023.

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

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 $ 225.0 , 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 $29.40.

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.

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 $ 225.0 , 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 $29.40.

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.

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

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.

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 years.

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

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

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

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

17 unchanged sentences

there shall be no limitations as to the amount of the Note that may be converted into Common Stock.

March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $ 153.0 to

$ 29.40 per share.

March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $ 153.0

to $ 29.40 per share.

During the three and nine months ended September 30, 2024, the Company credited additional paid in capital $ 0 and

1 unchanged sentence

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 93 %, (3) risk-free interest rate of 5.06 %, and (4) expected life

of 1.37 years.

(1) dividend yield of 0 %, (2) expected volatility of 93 %, (3) risk-free interest rate of 5.06 %, and (4) expected life of 1.37 years.

May 3, 2024, the Company entered into an amendment to its senior secured convertible promissory note originally signed July 31, 2023.

5 unchanged sentences

Company and the Investors decided to waive the Conversion Prohibition in the March Consent and Waiver.

the year ended December 31, 2024, there was amortization of debt discount $ 5,901,759 and $ 2,219,221 , respectively.

During the year ended

December 31, 2024, the Company made cash payments of $ 1,497,083 on the principal of the convertible notes.

During the year ended

December 31, 2024, holders converted $ 16,502,905 of principal into 2,478,459 shares of common stock with a fair value

of $ 30,716,938 (See Note 14 – Stockholder’s Equity ).

The Company realized

a loss from the conversion premium of $ 14,213,480 on conversion of notes during the year ended December 31, 2024

of December 31, 2024 and 2023, the carrying value of the convertible notes was $ 0 and $ 12,098,241 , net of unamortized debt discount

of $ 0 and $ 5,901,759 , respectively.

of December 31, 2024, the current and non-current portions of the note were $ 0 and $ 0 , net unamortized debt discounts of $ 0 and

$ 0 , respectively.

As of December 31, 2023, the current and non-current portions of the note were $ 8,065,494 and $ 4,032,747 net

unamortized debt discounts of $ 3,934,506 and $ 1,967,253 , respectively.

the year ended December 31, 2024, there was amortization of debt discount $ 5,901,759 .

During the year ended December 31, 2024, the Company

made cash payments of $ 1,497,083 on the principal of the convertible notes.

During the year ended December 31, 2024, holders converted

$ 16,502,905 of principal into 22,532 shares of common stock with a fair value of $ 30,716,938 (See Note 14 – Stockholder’s

The Company realized a loss from the conversion premium of $ 14,213,480 on conversion of notes during the year ended December

of December 31, 2025 and 2024, the carrying value of the convertible notes was $ 0 and $ 0 , respectively.

of December 31, 2025 and 2024, the current and non-current portions of the note were $ 0 and $ 0 , respectively.

14 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

6 unchanged sentences

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

(1) dividend yield of 0 %, (2) expected volatility of 141.83 %, (3) risk-free interest rate of 4.46 %, and (4) expected life

(1) dividend yield of 0 %, (2) expected volatility of 141.83 %, (3) risk-free interest rate of 4.46 %, and (4) expected life of 5 years.

Company estimated the fair value of the derivative liability upon the settlement date using the Black-Scholes Pricing Model based on

the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 159.02 %, (3) risk-free interest rate of

4.52 %, and (4) expected life of 5 years.

(1) dividend yield of 0 %, (2) expected volatility of 159.02 %, (3) risk-free interest rate of 4.52 %, and (4)

expected life of 5 years.

Company adopted the provisions of ASC 825-10.

9 unchanged sentences

1 – Quoted prices in active markets for identical assets or liabilities.

2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;

quoted prices in markets

with insufficient volume or infrequent transactions (less active markets);

or model-derived valuations in which all significant inputs

are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the

assets or liabilities.

3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets

or liabilities;

quoted prices in markets with insufficient volume or infrequent transactions

(less active markets);

or model-derived valuations in which all significant inputs are observable

or can be derived principally from or corroborated by observable market data for substantially

the full term of the assets or liabilities.

3 – Unobservable inputs to the valuation methodology that are significant to the measurement

of fair value of assets or liabilities.

items required to be recorded or measured on a recurring basis are based upon Level 3 inputs.

14 unchanged sentences

items as of December 31, 2025 and 2024:

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

Quoted Prices

Markets for Identical Assets

Derivative liability

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

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

December 31, 2025:

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

Balance, December 31, 2022

Mark to market to December 31, 2023

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

Balance, December 31, 2023

4 unchanged sentences

( 16,636,840 )

Balance, December 31, 2024

Mark to market to December

Balance, December 31, 2025

Gain on change in derivative liabilities for the year ended December 31, 2024

Gain on change in derivative

liabilities for the year ended December 31, 2025

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

14 unchanged sentences

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

March 29, 2024, the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value $ 0.001 per

share (the “Series D”).

March 29, 2024, the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value $ 0.001 per share (the “Series

The Series D has a $ 10,000 stated value per share.

The Series D is convertible into the Company’s

common stock at $ 30.60 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 Series D in cash or shares of its Common Stock.

The Series D is convertible into the Company’s common stock at $ 3,366

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

Series D in cash or shares of its Common Stock.

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

agreed to exchange $ 10,000,000 of that certain Secured Promissory Note, dated July 31, 2023, to be issued by the Company to the

DWM for shares of the Company’s newly created Series D.

May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares

of the Company’s Series D issued by the Company to DWM, for 1,333,333 shares of the Company’s common stock.

a result of the transaction, the Series D stock were extinguished.

The resulting gain on the transaction of $ 1,224,400 for the difference

between the fair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction

was between related parties.

agreed to exchange $ 10,000,000 of that certain Secured Promissory Note, dated July 31, 2023, to be issued by the Company to the DWM for

shares of the Company’s newly created Series D.

May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of

the Company’s Series D issued by the Company to DWM, for 12,122 shares of the Company’s common stock.

As a result of the

transaction, the Series D stock were extinguished.

The resulting gain on the transaction of $ 1,224,400 for the difference between the

fair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was

between related parties.

May 28, 2024, the Company filed a Certificate of Elimination to retire the class of Series D preferred stock.

of December 31, 2025, there were 0 shares of Series D issued and outstanding.

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

Z Preferred Stock has a $ 20,000 stated value per share and all 500 Series Z preferred shares, in aggregate, are convertible into 19.98 %

of the issued and outstanding common shares of the Company (post conversion).

The conversion rate is applicable on a pro rata basis to

each share of Series Z Preferred Stock upon conversion.

This anti-dilutive conversion feature is in effect until such time an S-1 Registration

Statement is declared effective by the SEC in conjunction with a NASDAQ listing.

September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer

whereby the Company entered into a non–convertible note payable agreement for $ 1,000,000 in exchange for:

(i) a $ 1,000,000 cash

payment directly paid to the warrant holder;

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

The note bears interest of 8 % per annum and is due within three days of the Company’s next closing of equity financing of $ 3,000,000

The proceeds received were allocated to the debt and equity on a relative fair value basis.

Accordingly, debt discount of $ 867,213

was recognized with a corresponding increase in additional paid-in capital.

Since the due date is contingent upon a future event, the

entire debt discount was amortized to interest expense immediately.

September 30, 2021, an investor owning warrants to purchase 520,834 common shares at $ 0.12 per share entered into an agreement to cancel

the aforementioned warrants in exchange for:

(i) a cash payment of $ 1,000,000 received directly from the Chief Executive Officer;

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

The settlement resulted in a reduction in the derivative liability

of $ 5,750,067 , an increase in non-convertible notes payable of $ 1,000,000 , an increase in additional paid-in capital of $ 6,530,867 and

a loss on settlement of debt of $ 1,780,800 .

Series Z Preferred Shares are not convertible into shares of common stock until there is sufficient authorized but unissued shares of

common stock to satisfy the conversions, thus a derivative liability was not recorded for the shares of common stock underlying the Series

Z Preferred Shares.

September 9, 2022, 117 shares of Series Z Preferred Stock were converted into 3,167 shares of common stock.

November 16, 2022, 61 shares of Series Z Preferred Stock were converted into 1,667 shares of common stock.

January 23, 2023, 72 shares of Series Z Preferred Stock were converted into 1,924 shares of common stock.

July 28, 2023, the Company issued 6,757 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, 2024 and 2023, there were 0 and 0 shares of Series Z Preferred Stock issued and outstanding.

November 15, 2024, the Company authorized the issuance of 450,000 shares of Series A-1 Preferred Stock, par value $ 0.001 per share.

7 unchanged sentences

on an as-converted basis at $ 3,300,048 .

of December 31, 2024 and 2023, there were 450,000 and 0 shares of Series A-1 Preferred Stock issued and outstanding.

of December 31, 2025 and 2024, there were 450,000

and 450,000 shares of Series A-1 Preferred Stock issued and outstanding, respectively.

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

the year ended December 31, 2023, the Company issued 8,680 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 1,840 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 10,343 shares of common stock for the exercise of warrants for cash proceeds of

the year ended December 31, 2023, the Company issued 2,410 shares of common stock for the cashless exercise of 2,447 warrants.

the year ended December 31, 2023, the Company issued 16,741 shares of common stock for the sale of common stock for proceeds of $ 2,841,181 ,

net offering costs of $ 348,000 .

the year ended December 31, 2024, the Company issued 8,149,250 shares of common stock pursuant to purchase agreements for cash

proceeds of $ 40,369,115 , net of legal fees and commissions of $ 2,071,451 .

the year ended December 31, 2024, the Company issued 108,515 shares pursuant to the exercise of warrants for cash proceeds

of $ 2,834,741 , net of legal fees $ 139,955 .

the year ended December 31, 2024, the Company issued 74,084 shares of common stock pursuant to purchase agreements for cash proceeds

of $ 40,369,115 , net of legal fees and commissions of $ 2,071,451 .

the year ended December 31, 2024, the Company issued 987 shares pursuant to the exercise of warrants for cash proceeds of $ 2,834,741 ,

net of legal fees $ 139,955 .

The Company issued extra shares with a value of $ 52,183 .

4 unchanged sentences

principal amount of $ 7,218,350 .

the year ended December 31, 2024, the Company issued 2,890,818 shares of common stock for the conversion of debt in the principal

amount of $ 16,502,917 with a fair value of $ 37,953,304 .

The Company realized a $ 14,213,480 loss from the conversion premiums

on the conversion of the notes.

the year ended December 31, 2024, the Company issued 1,533,333 shares with a value of $ 761,124 , of which $ 761,124 vested and services

were performed during the year ended December 31, 2024 and $ 76,875 vested and services will be performed in 2025.

of December 31, 2024 and 2023, there were 26,091,027 and 113,096 shares, respectively, of common stock issued and outstanding.

the year ended December 31, 2024, the Company issued 26,280 shares of common stock for the conversion of debt in the principal amount

of $ 16,502,917 with a fair value of $ 37,953,304 .

The Company realized a $ 14,213,480 loss from the conversion premiums on the conversion

of the notes.

the year ended December 31, 2024, the Company issued 13,939 with a value of $ 761,124 , of which $ 761,124 vested and services were performed

during the year ended December 31, 2024 and $ 76,875 vested and services will be performed in 2025.

the year ended December 31, 2025, the Company issued 3,427 shares of common stock for services rendered.

the year ended December 31, 2025, the Company issued 328,451 shares of common stock pursuant to the cashless exercises of warrants.

the year ended December 31, 2025 the Company issued 260,403 shares

of common stock and warrants pursuant to purchase agreements for total cash proceeds of approximately $ 11,041,070 ,

gross of offering costs, and $ 10,478,605 net of $ 562,465 in offering fees.

the year ended December 31, 2025, the Company issued 159 shares of common stock pursuant to rounding upon the effectuation of a reverse

of December 31, 2025 and 2024 there were 829,631 and 237,191 shares of common stock issued and outstanding, respectively.

Paid in Capital

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.

the year ended December 31, 2024, the Company credited additional paid in capital $ 3,004,909 for the fair value of warrants issued

as commission for its warrant inducement and common stock purchase agreements.

the year ended December 31, 2024, the Company credited additional paid in capital $ 3,004,909 for the fair value of warrants issued as

commission for its warrant inducement and common stock purchase agreements.

The Company estimated the fair value of the warrants using

2 unchanged sentences

162.12 %, (3) risk-free interest rate of 4.21 – 4.66 %, and (4) expected life of 5 years.

the year ended December 31, 2024, the Company credited additional paid in capital $ 3,029,927 for the fair value of warrants issued

for its warrant inducement.

the year ended December 31, 2024, the Company credited additional paid in capital $ 3,029,927 for the fair value of warrants issued for

its warrant inducement.

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

(1) dividend yield of 0 %, (2) expected volatility of 123.05 %, (3) risk-free interest rate of 4.22 %, and (4)

expected life of 5 years.

(1) dividend yield of 0 %, (2) expected volatility of 123.05 %, (3) risk-free interest rate of 4.22 %, and (4) expected life

the year ended December 31, 2024, the Company credited additional paid in capital $ 23,943,940 for a deemed dividend for the triggering

8 unchanged sentences

Model based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 108.49 – 162.12 %,

(3) risk-free interest rate of 4.36 – 4.64 %, and (4) expected life of 5 years.

(1) dividend yield of 0 %, (2) expected volatility of 108.49 – 162.12 %, (3) risk-free

interest rate of 4.36 – 4.64 %, and (4) expected life of 5 years.

the year ended December 31, 2024, the Company credited additional paid in capital $ 12,388,229 for the modification of the conversion

13 unchanged sentences

See Note 18 for further details

the year ended December 31, 2025, the Company credited additional paid-in capital approximately $ 10.5 million related to the issuance

of common stock and warrants pursuant to purchase agreements for cash, net of offering costs.

the year ended December 31, 2025, the Company recorded a deemed dividend of approximately $ 3.0 million in additional paid-in

capital for the reduction in the exercise price of certain outstanding warrants.

the year ended December 31, 2025, the Company recognized $ 99,996 in additional paid-in capital for common stock issued for services

the year ended December 31, 2025, the Company recognized $ ( 329 ) in additional paid-in capital for common stock issued pursuant

to the cashless exercise of warrants.

the year ended December 31, 2025, the Company recognized $ 1490 in additional paid in capital pursuant to rounding for the effectuation

of a reverse stock split.

16 – WARRANTS

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

of 65,046 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 $ 1,128 and $ 825 per share to $ 225 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 $ 153 , 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.

the year ended December 31, 2024, the Company entered into warrant exercise inducement offer letters with the holders of its existing

warrants, pursuant to which it issued 106,906 shares of common stock and recorded an additional 1,609 shares to be

issued for cash proceeds of $ 2,834,632 , payment of legal fees $ 139,955 , and were issued new warrants to purchase 183,632 shares

of common stock at an exercise price of $ 30.6 per share.

On March 18, 2024, the Company realized a deemed dividend of $ 1,444,324 for

a deemed dividend for the reduction in the exercise price.

On March 18, 2024, the Company realized an expense for the issuance of new

warrants for the inducement of $ 3,029,927 .

the year ended December 31, 2024, the Company issued 92,442 warrants to purchase common stock to its financial advisor, for

which it recognized an expense of $ 3,004,909 for the fair value of the warrants.

the year ended December 31, 2024, and prior to the Reverse Stock Split, the Company issued 3,287,997 warrants to purchase common

stock in connection with the security purchase agreements described above.

The warrants have a term of 5 years and were granted

with exercise prices between $ 30 and $ 45 .

a result of the Reverse Stock Split on May 31, 2024, the Company issued 18,270,405 additional warrants to purchase shares of

common stock pursuant to the reverse-split price protection clauses contained within the warrants, such that the exercise price of the

warrant would be reset to the volume weighted average price following a reverse-split and the number of shares issuable under the warrant

would also increase.

the year ended December 31, 2024, 15,742,613 warrants were exercised on a cashless basis for 11,807,064 shares of common

warrants, pursuant to which it issued 972 shares of common stock and recorded an additional 15 shares to be issued for cash proceeds

of $ 2,834,632 , payment of legal fees $ 139,955 , and were issued new warrants to purchase 1,669 shares of common stock at an exercise price

of $ 3,366 per share.

On March 18, 2024, the Company realized a deemed dividend of $ 1,444,324 for a deemed dividend for the reduction

in the exercise price.

On March 18, 2024, the Company realized an expense for the issuance of new warrants for the inducement of $ 3,029,927 .

the year ended December 31, 2024, the Company issued 840 warrants to purchase common stock to its financial advisor, for which it recognized

an expense of $ 3,004,909 for the fair value of the warrants.

the year ended December 31, 2024, and prior to the Reverse Stock Split, the Company issued 29,891 warrants to purchase common stock in

connection with the security purchase agreements described above.

The warrants have a term of 5 years and were granted with exercise

prices between $ 3,300 and $ 4,950 .

a result of the Reverse Stock Split on May 31, 2024, the Company issued 166,095 additional warrants to purchase shares of common stock

pursuant to the reverse-split price protection clauses contained within the warrants, such that the exercise price of the warrant would

be reset to the volume weighted average price following a reverse-split and the number of shares issuable under the warrant would also

the year ended December 31, 2024, 143,115 warrants were exercised on a cashless basis for 107,337 shares of common stock.

the three months ended March 31, 2025, the Company entered into exchange agreements with holders of 50,445 warrants whereby the Company

and the warrant holders agreed to exchange the warrants for shares of common stock equivalent to 96% of the shares of common stock issuable

upon exercise of the warrants, or 48,435 shares of common stock.

Concurrently, the Company and the holders of 38,868 warrants issued

on or about March 18, 2024, April 22, 2024, and May 16, 2024, agreed to amend these warrants to reduce the exercise price from $2.91

to $1.50 per share, increase the number of shares issuable upon exercise by 250%, and remove certain adjustment provisions in the event

of certain dilutive issuances or share combinations.

As a result of this amendment, an additional 58,293 warrants were issued.

the three months ended March 31, 2025, an additional 8,843 warrants were cashless exercised into 55,066 shares of common stock.

January 10, 2025, 68,581 warrants were exercised into 68,581 shares of common stock at an exercise price of $ 58.30 per share.

February 10, 2025, 155,451 warrants were exercised into 155,451 shares of common stock at an exercise price of $ 36.30 per share.

the three months ended September 30, 2025, an additional 98,246 warrants were cashless exercised into 137,185 shares of common stock.

the three months ended December 31, 2025, an additional 181,599 warrants were cashless exercised into 136,200 shares of common stock.

summary of the warrant activity for the years ended December 31, 2025 and 2024 is as follows:

OF WARRANT ACTIVITY

SCHEDULE OF WARRANT ACTIVITY

Weighted-Average

Exercise Price

Weighted-Average

Contractual Term

Intrinsic Value

Outstanding at December 31, 2024

1 unchanged sentence

Outstanding at December 31, 2025

( 15,850,421 )

Cancelled/Exchanged

Outstanding at December 31, 2024

Exercisable at December 31, 2025

OF WARRANT EXERCISABLE

SCHEDULE OF WARRANT EXERCISABLE

Weighted Avg.

Remaining Life

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

stock price of $ 0.7030 as of December 31, 2024 which would have been received by the warrant holders had those holders exercised

the warrants as of that date.

stock price of $ 5.24 as of December 31, 2025 which would have been received by the warrant holders had those holders exercised the

warrants as of that date.

17 – STOCK OPTIONS

8 unchanged sentences

increase the number of shares reserved for issuance thereunder by 27,091 to a total of 27,273 shares.

December 31, 2024, the Company had granted an aggregate of 1,536,602 securities under the Plans since inception, with 1,472,609 shares

available for future issuances.

As of December 31, 2025,

the Company had granted an aggregate of 13,970 securities under the Plans since inception, with 13,388 shares available for future

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

8 unchanged sentences

of options based on the contractual life of the options.

were no options issued during the year ended December 31, 2024.

summary of the stock option activity for the years ended December 31, 2025 and 2024 is as follows:

OF STOCK OPTION ACTIVITY

SCHEDULE OF STOCK OPTION ACTIVITY

Weighted-Average

Exercise Price

Weighted-Average

Contractual Term

Intrinsic Value

Outstanding at December 31, 2024

1 unchanged sentence

Outstanding at December 31, 2025

Forfeiture/Cancelled

Outstanding at December 31, 2024

Exercisable at December 31, 2025

SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE

Life In Years

Options Exercisable

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

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

stock price of $ 5.24 as of December 31, 2025, which would have been received by the option holders had those option holders exercised

1 unchanged sentence

fair value of all options that vested during the year ended December 31, 2025 and 2024 was $ 0 and $ 0 , respectively.

compensation expense was $ 0 as of December 31, 2024.

Unrecognized compensation

expense was $ 0 as of December 31, 2025.

18 – INCOME TAXES

7 unchanged sentences

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

December 31, 2024, the Company has available for income tax purposes of approximately $ 47,264,135 and $ 44,451,544 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 $ 52,204,703 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

Due to possible significant changes in the Company’s ownership, the future use of its existing net operating losses may

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, 2024, the Company has decreased the valuation allowance

from $ 24,097,749 to $ 22,215,116 .

December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about the

effective tax rate reconciliation (presented in both dollars and percentages using prescribed categories) and additional information

regarding income taxes paid and the components of income tax expense by jurisdiction.

The Company adopted ASU 2023-09 for the year ended

December 31, 2025 on a prospective basis.

The Company operates solely within the United States;

accordingly, all pre-tax loss from continuing

operations is domestic, there are no foreign tax effects, and income taxes are levied in the U.S.

federal jurisdiction and the Commonwealth

of Virginia, which comprises the entirety of the state and local income tax category.

December 31, 2025, the Company has available for income tax purposes of approximately $ 47,264,135

and $ 65,785,385

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 $ 73,538,544

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, 2025, the Company has increased the valuation allowance from $ 22,215,116

to $ 27,948,394 .

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

17 unchanged sentences

to income tax examinations by tax authorities for tax years ending before December 31, 2016.

Company’s deferred taxes as of December 31, 2024 and 2023 consist of the following:

OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

components of the provision for income taxes for the years ended December 31, 2025 and 2024 are as follows:

State and local

Total current

State and local

Total deferred

Total income tax provision / (benefit)

income tax expense disaggregated by jurisdiction was $ 0 for federal, state and local, and foreign for both years.

Income taxes paid,

net of refunds, were as follows:

OF INCOME TAXES PAID,

NET OF REFUNDS

State and local

Total income taxes paid, net of refunds

OF PRE-TAX INCOME (LOSS) BY JURISDICTION

income (loss) from continuing operations, by domestic and foreign jurisdiction, for the years ended December 31, 2025 and 2024, is as

$ ( 21,596,628 )

$ ( 23,917,353 )

loss from continuing operations

$ ( 21,596,628 )

$ ( 23,917,353 )

Company conducts all of its operations within the United States;

accordingly, there was no foreign component of pre-tax income (loss)

for either year.

OF EFFECTIVE TAX RATE RECONCILIATION

reconciliation of income tax computed at the U.S.

federal statutory rate to the Company’s effective income tax for the years ended

December 31, 2025 and 2024, presented in both dollars and percentages, is as follows:

Income tax benefit at federal statutory rate (21%)

( 4,535,292 )

( 5,022,644 )

State and local income tax (blended rate)

( 737,035 ) )

Nondeductible expenses and other permanent items

Change in valuation allowance

Other (net deferred items not benefited)

Income tax provision / (benefit)

The change in valuation allowance presented above agrees to the change in the valuation allowance on the deferred

tax schedule;

the residual net effect of current-year temporary differences (depreciation, amortization, interest and accrued compensation)

that are not benefited is presented in “Other.” Reconciling

categories not applicable to the Company (nil for all periods) include foreign tax effects;

the effect of cross-border tax laws;

effect of changes in tax laws or rates enacted in the current period;

and changes in unrecognized tax benefits.

OF DEFERRED TAX ASSETS

Company’s deferred taxes as of December 31, 2025 and 2024 consist of the following:

Deferred Tax Assets/(Liability) Detail

1 unchanged sentence

( 2,255,938 )

( 1,332,399 )

Change in Fair Market Value of Derivative Liabilities

Accrued bonus

Accrued compensation

NOL Deferred Tax Asset

17 unchanged sentences

with Danny Meeks and Affiliates of Danny Meeks

for Properties Underlying Scrap Yards

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

Under the terms of the lease agreement, the Company pays $ 9,000 per month in rent, increasing 3 % on January 1 st of

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.

the years ended December 31, 2024 and 2023, the Company leased 12 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 for $ 1,502,830 and $ 1,640,912 ,

respectively.

As of December 31, 2024 and December 31, 2023, the Company owed $ 495,354 and $ 2,070,402 , respectively, in accrued

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

of Series Z Preferred

July 28, 2023, the Company issued 6,757 shares of common stock to the Company’s Chief Executive Officer for the exchange

of 250 shares of Series Z preferred stock.

of Note Concurrent with Senior Secured Debt Placement

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.

of Shredders and Downstream System to the Company

Related-Party

Hauling, Mechanic, Equipment Rental, and Miscellaneous Services

the years ended December 31, 2025 and 2024, the Company provided $ 392,644 and $ 850,737 , respectively, in hauling services to an entity controlled

by the Company’s Chief Executive Officer.

the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer

$ 816,993 and $ 1,396,330 , respectively, for hauling services rendered to the Company.

the years ended December 31, 2025 and 2024, the Company paid entities controlled by the Company’s Chief Executive

and $ 147,401 , respectively,

for scrap metal provided to the Company.

the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief

Executive Officer $ 0

and $ 847,326 , respectively,

for mechanic and repair services provided to the Company.

the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief

Executive Officer $ 0

and $ 506,358 , respectively,

for equipment rentals provided to the Company.

the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief

Executive Officer $ 1,219,207 and $ 0 , respectively, for materials sold to the Company.

the years ended December 31, 2025 and 2024, the Company received $ 56,100 and $ 0 in other income - related party for the rental of equipment

to an entity controlled by the Company’s Chief Executive Officer, respectively.

the year ended December 31, 2024, the Company leased 12 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, for $ 1,502,830 .

As of December 31, 2024, the

Company owed $ 495,354 in accrued rent and reimbursements to an entity controlled by the Company’s Chief Executive Officer.

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

2 unchanged sentences

Chief Executive Officer and is secured by such equipment.

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

The 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.

made payments of $ 0 and $ 498,625 towards

the principal and interest, respectively, during the years ended December 31, 2024 and 2023, respectively.

On March 29, 2024, the holder

of the note exchanged $ 10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note 14 –

Stockholders’ Equity ).

The note matures on July 31, 2043 and accrues interest at 7 % per annum.

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

The Company made payments of $ 0 towards principal

and interest during the year ended December 31, 2024.

On March 29, 2024, the holder of the note exchanged $ 10,000,000 in principal for

1,000 shares of Series D Preferred Stock.

On April 21, 2024, the holder of the note exchanged $ 7,218,350 in principal for 3,749 shares

of common stock (see Note 14 – Stockholders’ Equity ).

As of December 31, 2024 and 2023, the note had a balance

of $ 0 and $ 17,218,350 , respectively.

May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares

of the Company’s Series D issued by the Company to DWM, for 1,333,333 shares of the Company’s common stock.

a result of the transaction, the Series D stock was extinguished.

The resulting gain on the transaction of $ 1,224,400 for the difference

between the fair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction

was between related parties.

of Equipment to the Company

June 5, 2024, the Company entered into a Bill of Sale with DWM Properties LLC, an entity wholly-owned by Danny Meeks, the Company’s

Chief Executive Officer, pursuant to which the Company agreed to purchase certain vehicles held by DWM in exchange for $ 3,582,181 .

equipment included 27 trucks which enabled the Company to rapidly expand its fleet of trucks offering hauling services to clients, as

well as transporting its scrap metal products to customers.

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

of Properties Underlying Scrap Yards to the Company

December 2, 2024, the Company entered into a Contract of Sale (the “Contract of Sale”) with DWM Properties LLC

(“DWM”), KPAJ, LLC and Oceana Salvage Properties, L.L.C.

(collectively, the “Sellers”), in each case, an

entity affiliated with Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase

the Premises (as defined in the Contract of Sale) held by the Sellers for an aggregate purchase price of $ 15,000,000 ,

to be allocated among the seven parcels comprising the Premises and the Licenses and Permits (as defined in the Contract of Sale),

as more fully described in the Contract of Sale.

The transaction closed on December 2, 2024.

purchase price is payable by (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value

$ 0.001 per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $ 3,300,084 and (ii) the issuance of

a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $ 11,699,916 .

The DWM Note bears interest

at a rate of 10 % per annum, and is payable in equal installments of $ 2,983,309 on each of December 31, 2024, January 31, 2025, February

28, 2025 and March 31, 2025 (each, a “Payment Date”);

provided, that if payment on a Payment Date would cause the Company’s

cash balance to be less than $ 3,000,000 , then such Payment Date and each subsequent Payment Date shall be extended by 30 days.

shall make all payments owed under the DWM Note within 12 months from the date of issuance.

In addition, if the Company exercises a 30

day extension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request

to confirm the Company’s cash balance.

T he Company made payments of $ 4,008,057 towards

the principal, during the year ended December 31, 2024.

As of December 31, 2024 and 2023, the note had a principal balance and accrued

interest of $ 7,691,859 and $ 0 , respectively.

Related-Party

Hauling, Mechanic, Equipment Rental, and Miscellaneous Services

the years ended December 31, 2024 and 2023, the Company provided $ 850,737 and $ 68,485 , respectively, in hauling services to an entity

controlled by the Company’s Chief Executive Officer.

the years ended December 31, 2024 and 2023, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 1,396,330

and $ 409,556 , respectively, for hauling services rendered to the Company.

the year ended December 31, 2024, the Company paid entities controlled by the Company’s Chief Executive Officer $ 147,401 for

scrap metal provided to the Company.

the year ended December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 847,326 for

mechanic and repair services provided to the Company.

the year ended December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 506,358 for

equipment rentals provided to the Company.

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.

Payment Made on Behalf of the Company

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.

of common stock.

As of December 31, 2024, the note had a balance of $ 0 .

May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of

the Company’s Series D issued by the Company to DWM, for 12,122 shares of the Company’s common stock.

As a result of the transaction,

the Series D stock was extinguished.

The resulting gain on the transaction of $ 1,224,400 for the difference between the fair value of

the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was between related

June 5, 2024, the Company entered into a Bill of Sale with DWM Properties LLC, an entity wholly-owned by Danny Meeks, the Company’s Chief

Executive Officer, pursuant to which the Company agreed to purchase certain vehicles held by DWM in exchange for $ 3,582,181 .

The equipment

included 27 trucks which enabled the Company to rapidly expand its fleet of trucks offering hauling services to clients, as well as transporting

its scrap metal products to customers.

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

December 2, 2024, the Company entered into a Contract of Sale with DWM Properties LLC (“DWM”), KPAJ, LLC and Oceana Salvage

Properties, L.L.C.

(collectively, the “Sellers”), in each case, an entity affiliated with Danny Meeks, the Company’s Chief

Executive Officer, pursuant to which the Company agreed to purchase the Premises held by the Sellers for an aggregate purchase price

of $ 15,000,000 , to be allocated among the seven parcels comprising the Premises and the Licenses and Permits.

The transaction closed

on December 2, 2024.

purchase price is payable by (i) the issuance of an aggregate of 450,000

shares of Series A-1 Preferred Stock of the Company, par value $ 0.001

per share, to the Sellers at an aggregate valuation of $ 3,300,084

and (ii) the issuance of a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $ 11,699,916 .

The DWM Note bears interest at a rate of 10 %

per annum, and is payable in equal installments of $ 2,983,309

on each of December 31, 2024, January 31, 2025, February 28, 2025 and March 31, 2025;

provided, that if payment on a Payment Date

would cause the Company’s cash balance to be less than $ 3,000,000 ,

then such Payment Date and each subsequent Payment Date shall be extended by 30 days.

The Company made payments of $ 4,008,057

towards principal during the year ended December 31, 2024.

As of December 31, 2025 and 2024, the note had a principal balance and

accrued interest of $5,391,859 and $ 7,691,859 , respectively.

20 – SEGMENT REPORTING

is organized into three operating segments based on our differentiated products – Scrap Metal Recycling, Hauling, and

Other (primarily comprised of rental income).

is organized into three operating segments based on our differentiated products – Scrap Metal Recycling, Hauling, and Other (primarily

comprised of rental income).

have one reportable geographic segment:

5 unchanged sentences

utilizes segment profit and loss in assessing segment performance and allocating resources.

expenses, including selling, general and administrative expenses, depreciation and amortization, and other operating costs, are managed

centrally and are not allocated to individual operating segments.

These expenses are not included in the information regularly provided

to or reviewed by the CODM when evaluating segment performance or making resource allocation decisions.

As such, consistent with the

requirements of ASU 2023-07, we present operating expenses only in the “Total” column and do not disaggregate these expenses

following tables provide our results by segment:

OF SEGMENT REPORTING

Metal Recycling

SCHEDULE OF SEGMENT REPORTING

Ended December 31, 2025

Metal Recycling

Cost of revenues

( 27,473,253 )

1 unchanged sentence

( 34,786,895 )

Gross Profit:

Operating Expenses

$ ( 31,694,143 )

Other Expenses

( 1,775,910 )

loss available to common shareholders

Deemed Dividends

$ ( 2,999,964 )

Scrap Metal Recycling

Year Ended December 31, 2023

Scrap Metal Recycling

Net loss available to common

$ ( 24,596,592 )

Ended December 31, 2024

Cost of revenues

5 unchanged sentences

$ ( 47,251,411 )

( 7,421,228 )

Deemed Dividends

( 76,528,836 )

Net loss available to common shareholders

Net loss available to common

$ ( 100,446,189 )

21 – SUBSEQUENT EVENTS

January 8, 2025, the Company issued 729,826 shares of common stock for the cashless exchange of warrants.

January 10, 2025, the Company and certain institutional and accredited investors entered into a securities purchase agreement, pursuant

to which the Company agreed to sell to such Purchasers an aggregate of 7,544,323 shares of common stock, par value $ 0.001 per share,

of the Company, in a registered direct offering, and accompanying warrants to purchase up to 7,544,323 shares of Common Stock in a concurrent

private placement for gross proceeds of approximately $ 4 million, before deducting the placement agent’s fees and other estimated

offering expenses.

The purchase price per Share and the accompanying Warrant to purchase one share of Common Stock is $ 0.5302 .

with the January Offering, on January 10, 2025, the Company entered into exchange agreements (collectively, the “Exchange Agreements”)

with holders (the “June Holders”) of certain warrants issued on or about June 12, 2024 to purchase the Company’s Common

Stock (the “June Warrants”) whereby the Company and the June Holders agreed to exchange the June Warrants for shares of common

stock equivalent to 96% of the shares of common stock issuable upon exercise of the June Warrants (the “Exchange”).

to the Exchange, the Company issued 5,327,401 shares of common stock (the “Exchange Shares”) in exchange for the surrender

and termination of certain June Warrants to purchase up to 5,549,374 shares of common stock.

with the January Offering, on January 10, 2025, the Company and the holders (the “Existing Holders”) of certain warrants

issued on or about (a) March 18, 2024 (the “March Warrants”), (b) April 22, 2024 (the “April Warrants”), and

(c) May 16, 2024 (the “May Warrants” and together with the March Warrants and the April Warrants, the “Existing Warrants”),

agreed to amend the Existing Warrants (collectively, the “Warrant Amendment”).

The Warrant Amendment amended the Existing

Warrants to (i) reduce the exercise price of the Existing Warrants from $ 2.91 to $ 1.50 per share, (ii) increase the number of shares

issuable upon exercise of the Existing Warrants by 250% (the “Quantity Adjustment”), and (iii) to remove certain adjustment

provisions in the Existing Warrants in the event of certain dilutive issuances or share combinations.

Following the Warrant Amendment,

the Existing Warrants are exercisable for 11,346,743 shares of common stock.

The shares of common stock issuable upon exercise of the

Existing Warrants pursuant to the Quantity Adjustment and the alternative cashless exercise provision pursuant to Section 2(c) of the

Existing Warrants are subject to stockholder approval.

January 28, 2025, the Company increased the number of directors comprising its Board of Directors from four to five members and appointed

Lisa Lucas-Burke as a member of the Board and as a member of the Audit Committee, Compensation Committee, and Nomination and Corporate

Governance Committee, effective immediately.

February 10, 2025, the Company and certain institutional and accredited investors entered into a securities purchase agreement Purchase

Agreement pursuant to which the Company agreed to sell to such Purchasers an aggregate of 21,100,000 shares of common stock, par value

$ 0.001 per share, of the Company, in a registered direct offering, and accompanying warrants to purchase up to 21,100,000 shares of Common

Stock in a concurrent private placement, for gross proceeds of approximately $ 7 million, before deducting the placement agent’s

fees and other estimated offering expenses.

The purchase price per Share and the accompanying Warrant to purchase one share of Common

Stock is $ 0.3337 .

A stockholder elected to hold 4,000,000 shares of common shares purchased under the Purchase Agreement in abeyance.

February 14, 2025, Henry Sicignano III, a Director of the Company, notified the Company that he will resign from the Company’s

Board of Directors (the “Board”).

Sicignano’s resignation is not the result of a dispute or disagreement with the

Sicignano served as Chairman of the Company’s Audit Committee and as a member of the Company’s Compensation

Committee and Nominating and Corporate Governance Committee.

March 11, 2025, the Company issued 376,932 shares of common stock for services rendered to the Company.

previously reported by (the Company), on September 13, 2024, the Company received written notice (the “Notice”) from The

Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $ 1.00 minimum

bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum

Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $ 1.00 per share for 30 consecutive

business days.

The Notice indicated that the Company has 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum

Bid Price Requirement.

March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement,

the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum

Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A).

January 1 to April 15, 2025, the Company made $ 2,604,000 payments on the related-party non-convertible note issued to an entity controlled

by Greenwave’s Chairman and Chief Executive Officer for the December 2024 land and permit purchase.

April 10, 2025, Jason Adelman provided the Board with his formal resignation from the Board and all committees thereof, effective immediately.

Adelman was a member of the Board’s Compensation, Audit, and Nomination and Corporate Governance Committees.

decision to resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies

or practices (financial or otherwise).

April 12, 2025, the Company terminated the employment of Isaac Dietrich, the Company’s Chief Financial Officer, effective April 11,

of Chelsea Pullano as Chief Financial Officer of the Company

as of February 5, 2026, the board of directors (“Board”) of the Company appointed Chelsea Pullano as Chief Financial Officer

of the Company.

In connection with Ms.

Pullano’s appointment, Danny Meeks resigned as the interim Chief Financial Officer of the

Pullano’s appointment is in connection with the Company’s entry into the scope of work agreement (the “CFO

Agreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant to which MACK agreed to provide

professional services to the Company, including oversight of all bookkeeping, financial reporting and SEC reporting duties of the Company

(collectively, the “MACK Services”) and Ms.

Pullano serving as the part-time Chief Financial Officer of the Company, subject

to her appointment by the Board.

Pullano will provide strategic financial oversight and executive-level support to the Company,

including review and certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced

accounting professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO

Services” and together with the MACK Services, the “Services”).

consideration of the Services to be performed, the Company will pay MACK $ 7,500 per

month for the CFO Services and an aggregate of $ 12,500 per

month for the MACK Services.

Additionally, Ms.

Pullano will be entitled to the same indemnification, advancement of expenses, and

other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law.

CFO Agreement may be terminated by either the Company or MACK upon thirty days’ notice.

The foregoing description of

the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the CFO Agreement, a copy of

which is attached as Exhibit 10.34 to this Annual Report on Form 10-K and is incorporated herein by reference.

May 23, 2025, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC regarding the Company’s

failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (the “Q1 Form 10-Q”)

with the SEC.

The Company previously submitted a plan to Nasdaq to regain compliance with respect to the delinquent Q1 Form 10-Q, and

Nasdaq granted the Company an exception until August 22, 2025, to evidence compliance with Nasdaq Listing Rule 5250(c)(1).

April 20, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that because

it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with

the SEC, Nasdaq has determined that the Company no longer complies with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1)

(“Listing Rule 5250(c)(1)”).

Staff informed the Company that is has 60 calendar days to submit a plan to regain compliance with Listing Rule 5250(c)(1).

accepts the Company’s plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the

2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance.

On May 21, 2026, the Company received

an additional delinquency notification letter from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form

10-Q for the fiscal quarter ended March 31, 2026.

The Staff informed the Company that is has until June 22, 2026 to submit a plan to

regain compliance with the Nasdaq Listing Rule 5250(c)(1).

If the Staff accepts the Company’s plan to regain compliance, then it

may grant the Company an exception of up to 180 calendar days from the Annual Report’s due date, or until October 12, 2026, to

evidence compliance with the Rule.

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