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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-16 · 1231 added, 1047 removed, 1194 unchanged (66% of the section changed)

77 unchanged sentences

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, 2023, no director or officer of the Company adopted or terminated any

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

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

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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

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.

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

and other individuals associated with us, as well as by the Company itself, that we believe is reasonably designed to promote compliance

with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed

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

EXECUTIVE COMPENSATION

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

Versus Performance

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

actually paid and certain financial performance of the company.

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

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

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

Actually Paid to PEO ($)(2)

(d) Average Summary Comp.

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

(e) Average Comp.

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

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

(g) Net Income ($)(6)

$ (63,859,328 )

$ (33,597,142 )

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

total compensation reported for Mr.

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

Dietrich from

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

See “Executive

Compensation - Summary Compensation Table.

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

of “compensation actually paid” to Mr.

Meeks and Mr.

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

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

In accordance with the requirements

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

Meeks’ and Mr.

Dietrich total compensation

for each year to determine the compensation actually paid.

As of December 31, 2023 and 2022, Mr.

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

in accrued bonuses, respectively.

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

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

Meeks and Mr.

Dietrich except from October to November

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

The names of each

of the named executive officers (excluding Mr.

Meeks and Mr.

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

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

Dietrich from October to November 2021

and April to December 2023;

Jordan from April to September 2022;

Sickles from September 2022 to April 2023

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

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

Meeks and Mr.

Dietrich except

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

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

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

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

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

Total Shareholder Return is determined based on the value of

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

of SEC Regulation S-K.

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

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

of the Information Presented in the Pay Versus Performance Table

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

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

The Compensation Committee takes various

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

Over the past three fiscal years the Compensation

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

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

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

To retain qualified executive management,

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

Meeks that were earned during fiscal year 2021 through 2023.

Meeks last received

equity awards in 2021.

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

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

irrespective of any general incorporation language in any such filing.

information required by Item 11 is incorporated by reference to

our proxy statement for our 2025 Annual Meeting of Stockholders.

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

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

information required by Item 12 is incorporated by reference

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

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

information required by Item 13 is incorporated by reference

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

Financial Statements

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

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

“Index to Consolidated Financial Statements” on Page F-1.

Financial Statement Schedules.

2 unchanged sentences

List of Exhibits.

of Reorganization, dated March 18, 2014.

and Plan of Merger between MassRoots, Inc.

and Whaxy Inc.

and DDDigtal Inc.

and Zachary Marburger and the Stockholders of DDDigtal

Inc., dated December 15, 2016.

and Plan of Merger between MassRoots, Inc.

and MassRoots Compliance Technology, Inc.

and Odava, Inc.

and Scott Kveton and the Stockholders

of Odava, Inc.

and Plan of Merger between MassRoots, Inc., MassRoots Supply Chain, Inc., COWA Science Corporation and Christopher Alameddin, as

the representative of the Stockholders of COWA Science Corporation, dated February 11, 2019.

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

and Danny Meeks, as the sole shareholder,

dated September 30, 2021

Amended and Restated Certificate of Incorporation of the Registrant

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

and Restated Bylaws of the Registrant.

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

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

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

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

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

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

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

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

and Rights of the Series X Convertible Preferred Stock filed with the Secretary of State on May 24, 2021

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

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

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

effective September 30, 2021, field with

the Secretary of State on September 30, 2021

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

of Amendment to Certificate of Incorporation of MassRoots, Inc.

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

Certificate of Elimination relating to the Series Z Preferred Stock

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 .

of Common Stock Certificate.

of Registrant’s Securities

of Warrant utilized by Service Providers.

Form of Warrant utilized by Service Providers.

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

August 3, 2023

Form 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 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.

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

2014 Stock Incentive Plan and form of agreements thereunder .

June 13, 2014

2015 Stock Incentive Plan and form of agreements thereunder .

March 30, 2016

2016 Stock Incentive Plan and form of agreements thereunder .

September 23, 2016

2017 Equity Incentive Plan and form of agreements thereunder .

December 9, 2016

2018 Equity Incentive Plan and form of agreements thereunder .

2021 Equity Incentive Plan and form of agreements thereunder .

Form of Securities Purchase Agreement dated March 2016.

Form of Securities Purchase Agreement dated August 2017.

Securities Purchase Agreement dated May 16, 2019.

Form of Securities Purchase Agreement dated January 2018.

Form of Series X Securities Purchase Agreement.

Form of Securities Purchase Agreement dated December 17, 2018.

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

and agreed to and acknowledged by MassRoots, Inc.

and MassRoots Compliance Technology, Inc.

Form of Subscription Agreement dated July 2017.

Form of Subscription Agreement dated December 2017.

Form of Subscription Agreement.

Form of Security Agreement dated August 2017.

Form of Security Agreement dated December 17, 2018.

July 12, 2021

2022 Equity Incentive Plan and form of agreements thereunder

October 11, 2022

2023 Equity Inventive Plan and form of agreements thereunder

August 31, 2023

2024 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 .

Form of Director Separation Agreement.

Form of Separation Agreement.

Form of Mutual Release and Non-Disparagement Agreement.

Form of Secured Convertible Promissory Note.

Convertible Promissory Note dated May 16, 2019.

Form of Exchange Agreement.

Form of Convertible Note.

Form of Series A Exchange Agreement.

Form of Series A Convertible Note.

of Series B Exchange Agreement.

of Series B Convertible Note.

of December Note.

of January Note.

of First March Note.

of Second March Note.

of April Note.

of September Note.

of Securities Exchange Agreement.

Equity Incentive Plan

Agreement by and between the Company and Danny Meeks

of Senior Note

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

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.

and the parties thereto

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

December 6, 2021

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

and the parties thereto

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

December 6, 2021

Registration 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.

and the parties thereto .

August 3, 2023

Security 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.

and the parties thereto .

August 3, 2023

Bill 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.

and the Purchasers signatory thereto

Form of Securities Purchase Agreement, dated as of June 10, 2024, by and 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.

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.

and the Purchasers

signatory thereto

February 11, 2025

Insider Trading Policy

Subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm RBSM LLP

Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a).

Chief Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a).

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

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

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

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

Compensation Recovery Policy

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a management contract or compensatory plan.

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.

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.

TECHNOLOGY SOLUTIONS, INC.

Executive Officer

Executive Officer)

Isaac Dietrich

Financial Officer

Financial and Accounting Officer)

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

Executive Officer and Acting Chief Financial Officer

Executive, Financial and Accounting Officer)

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

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

Executive Officer (Principal Executive Officer) and

of the Board of Directors

Isaac Dietrich

Financial Officer

Financial and Accounting Officer)

Henry S icignano

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

Cheryl Lanthorn

Jason Adelman

York, NY 10022

of Independent Registered Public Accounting Firm

the Board of Directors and Stockholders of

April 15, 2025

Lisa Lucas-Burke

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

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

as the “consolidated financial statements”).

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

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

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

in the United States of America.

Company’s Ability to Continue as a Going Concern

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.

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

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.

Accordingly, we express no such opinion.

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

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

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

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

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

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

of Intangibles – Refer Note 3 and 7

of the Matter:

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

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

Management tests definite live intangible

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

Long-lived intangibles are tested

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

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

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

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

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

(ii) the high degree of auditor

judgment, subjectivity and effort in performing procedures and evaluating the significant assumptions used in management’s valuation

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

we addressed the Matter in our Audit:

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

These procedures included the following:

management’s process for determining the fair value estimates;

the appropriateness of the undiscounted Cash Flow approach used;

the completeness and accuracy of the underlying data used;

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

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

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

Evaluating management’s assumptions related to the future

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

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

(ii) the consistency with external market and industry data;

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

in other areas of the audit;

Professionals with specialized skill and knowledge were used

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

(ii) the reasonableness of significant assumptions;

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

valuation analysis.

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.

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Current assets:

Accounts receivable

Inventories, net

Accounts receivable, net of allowance for doubtful accounts

Prepaid expenses

1 unchanged sentence

Property and equipment, net

Advance for asset

Property and equipment, net - Purchased from Related Party

Property and equipment, net

Operating lease right of use assets, net - related party

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Licenses, net

Intellectual property, net

Customer list, net

Finite lived intangible assets, net

Intellectual property, net

Intangible assets, net

Security deposit

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Accrued payroll and related expenses

Contract liabilities

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

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

Related party note payable

Due to related parties

3 unchanged sentences

Operating lease obligations, less current portion

Related party note payable

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

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Preferred stock - 10,000,000 shares authorized:

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

Preferred stock, value

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

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

26,091,027 and 113,096 shares issued and outstanding, respectively

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Hauling and equipment maintenance

Impairment of intangible assets

Depreciation and amortization expense

Impairment of tangible assets

Consulting, accounting and legal

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

and $ 197,458 , respectively)

Common stock issued for services

Loss on asset

Loss on asset - related-party

Loss on asset

Warrants issued for services

Stock compensation

Other general and administrative expenses

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( 8,897,267 )

Shares issued for financing

Other gain (loss)

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Change in fair value of derivative liabilities

Warrant expense for liquidated damages settlements

Loss on extinguishment of debt

( 16,351,827 )

Gain on conversion of convertible notes

Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash

Total Other Income (Expense)

Equity issued for warrant inducement

( 3,029,927 )

Loss on conversion of convertible notes

( 14,213,480 )

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

Total Other Income (Expense)

( 7,421,228 )

Net Loss Before Income Taxes

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( 52,574,896 )

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

( 1,638,952 )

Deemed dividend for Series Z price protection trigger upon uplisting

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

( 23,953,940 )

Deemed dividend for triggering of warrant price protection upon uplisting

( 5,022,200 )

Deemed dividend for repricing of certain warrants for liquidated damages waiver

Net Loss Available to Common Stockholders

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Preferred Stock

Balance at December 31, 2023

1 unchanged sentence

$ ( 395,866,157 )

Issuance of common stock upon conversion of Series Z Preferred

Common stock issued for cash, net issuance costs

$ ( 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 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

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

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$ ( 52,574,896 )

Exchange of Series D Preferred into Common

Establishment of derivative liabilities due to authorized share shortfall

$ ( 64,951,789 )

Balance at December 31, 2023

Settlement of derivative liabilities upon stock split

Rounding for share adjusted in reverse split

$ ( 23,917,353 )

Balance at December 31, 2024

$ 533,240,788

$ ( 496,312,346 )

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

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THE YEAR ENDED DECEMBER 31, 2023

Common Stock to be Issued

Additional Paid

Preferred Stock

Balance at December 31, 2022

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$ ( 362,269,015 )

$ ( 298,409,687 )

$ ( 23,348,062 )

Issuance of common stock previously recorded as to be issued

Elimination of derivative liabilities due to resolution of authorized share shortfall

Issuance of common stock upon conversion of convertible debt at uplisting

Issuance of common stock upon conversion of Series Z Preferred

Warrant expense for liquidated damages waiver

Deemed dividend for Series Z price protection trigger upon uplisting

$ ( 7,237,572 )

Deemed dividend for repricing & issuance of additional warrants upon uplisting

Common stock issued for cash, net issuance costs

Common stock issued for services rendered and to be rendered

Common stock issued for the exercise of warrants for cash

Issuance of common stock upon cashless exercise of warrants

Debt discount for warrants issued in senior secured debt placement

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

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

$ ( 5,022,200 )

Deemed dividend for repricing of certain warrants for liquidated damages waiver

Deemed dividend for the reduction of the exercise price of warrants

$ ( 1,638,952 )

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$ 391,411,896

$ ( 395,866,157 )

$ ( 4,454,148 )

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

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASHFLOWS

TECHNOLOGY SOLUTIONS, INC.

STATEMENTS OF CASHFLOWS

For the Year Ended December 31 ,

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Interest and amortization of debt discount

Warrant expense for liquidated damages settlement

Loss on conversion of debt

Loss on assets

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Loss on assets

Impairments of goodwill

Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash

( 2,625,378 )

Impairments on equipment

Gain on termination of lease

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

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

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Due to related party

( 1,685,205 )

( 2,689,254 )

Accounts receivable

3 unchanged sentences

Accrued payroll and related expenses

Environmental remediation

Principal payments made on operating lease liability - related-party

( 1,477,285 )

( 2,434,068 )

Principal payments made on operating lease liability

3 unchanged sentences

Cash flows from investing activities:

Purchases of property and equipment

Purchases of property and equipment - related party

( 3,582,181 )

1 unchanged sentence

Cash received for the advance given for asset

Purchases of property and equipment

( 12,339,809 )

Net cash used in investing activities

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Cash flows from financing activities:

Proceeds from sale of common stock

Bank overdrafts

Proceeds from sale of common stock and warrants

Proceeds from warrant exercises

Proceeds from issuance of convertible notes

Repayments of convertible notes

( 1,497,083 )

Proceeds from bridge financing

Bank overdrafts

Repayment of advances

Proceeds from issuance of non-convertible notes payable

Repayment of a non-convertible notes payable

Repayment of non-convertible notes payable - Related party

Repayment of non-convertible notes payable

( 2,910,193 )

Repayment of notes

( 4,858,587 )

Proceeds from factoring

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Net increase (decrease) in cash

( 2,136,489 )

Cash, beginning of year

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Deemed dividend for exercise price reduction of warrants

Exchange of related party notes to Series D Preferred

Exchange of bridge notes to convertible notes

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Common shares issued upon conversion of Series Z Preferred

Cashless exercise of warrants

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

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

Deemed dividend for warrant repricing at uplisting

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

Land purchased with deed of trust notes

Advance for asset by issuance of notes payable

Deemed dividend for repricing of certain warrants for liquidated damages waiver

Issuance of common shares previously to be issued

Land purchase with issuance of Series A-1 Preferred

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

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

which operates 11 metal recycling facilities in Virginia and North Carolina.

The acquisition was effective October 1, 2021 upon the effectiveness

of the Certificate of Merger in Virginia.

which operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio.

The acquisition was effective October 1, 2021 upon

the effectiveness of the Certificate of Merger in Virginia.

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

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

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

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

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

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

experiences a sharp downturn or if it experiences delays in its growth plans, the Company may need to raise additional capital.

The Company’s

failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business

the 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.

Additional debt financing,

if available, may involve covenants restricting its operations or its ability to incur additional debt.

Any additional debt financing

or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant

debt service payments, which diverts resources from other activities.

The Company’s ability to raise additional capital will be

impacted by market conditions and the price of the Company’s common stock.

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

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

combination, estimated useful life of long-lived assets and finite life tangible assets, and the valuation allowance related to deferred

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

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

Actual results may differ from these estimates.

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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, 2024 and 2023, the Company had no cash equivalents.

The Company maintains its

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

limit of $ 250,000 per bank.

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

At December 31, 2023 and 2022, the uninsured balances amounted to $ 1,267,659 and $ 434,399 , respectively.

At December 31,

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

$ 1,267,659 ,

respectively.

and Equipment, net

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The Company also provides hauling services to certain corporate clients.

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

As of December 31, 2023 and 2022, the Company

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

yet delivered.

following table details our contract liability activity for the years ended December 31, 2023 and 2022:

OF CONTRACT LIABILITY

Balance, December 31, 2021

Net transfers in due to new contract liabilities

Net transfers out to revenue

Balance, December 31, 2022

Net transfers in due to new contract liabilities

Net transfers out to other gain

Balance, December 31, 2023

The Company realizes revenue

upon the fulfilment of its performance obligations to customers.

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

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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.

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(c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

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

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

Liabilities From Equity.”

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

of Debt Instruments With Detachable Stock Purchase Warrants

from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based

on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance.

of the proceeds allocated to the warrants are recorded as additional paid-in capital.

The remainder of the proceeds are allocated to

the debt instrument portion of the transaction.

Such issuances generally result in a discount (or, occasionally, a reduced premium) relative

to the debt instrument, which is amortized to interest expense using the effective interest rate method.

Financial Instruments

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would not be included in our current liabilities.

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

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

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

The test for impairment is required to be performed by management

at least annually.

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

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

If such assets are considered to be impaired, the impairment

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

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

Intangible assets are stated

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

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.

Lived Intangibles and Goodwill

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

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

their estimated fair values.

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

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

revisions to preliminary estimates.

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

less liabilities assumed is recognized as goodwill.

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

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

During the fiscal years ended December

31, 2023 and 2022, the Company recorded $ 0 and $ 2,499,753 in impairment expense related to goodwill and $ 2,958,500 and $ 2,958,500 in

amortization of intangible assets, respectively.

is the excess of the purchase price paid over the fair value of the net assets of the acquired business.

Goodwill is tested annually

at December 31 for impairment.

The annual qualitative or quantitative assessments involve determining an estimate of the fair value of

reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists.

A qualitative assessment

evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying

the two-step quantitative goodwill impairment test.

The first step of a quantitative goodwill impairment test compares the fair value

of the reporting unit to its carrying amount including goodwill.

If the carrying amount of the reporting unit exceeds its fair value,

an impairment loss may be recognized.

The amount of impairment loss is determined by comparing the implied fair value of the reporting

unit’s goodwill with the carrying amount.

If the carrying amount exceeds the implied fair value, then an impairment loss is recognized

equal to that excess.

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

the Test for Goodwill Impairment.

ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting

unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the

goodwill balance of the reporting unit.

Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly

due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount.

Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative

assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units,

even those with a zero or negative carrying amount will apply the same impairment test.

Accordingly, the goodwill of reporting unit or

entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate

that goodwill is impaired.

test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate

there may be impairment.

We are required to write down the value of goodwill only when our testing determines the recorded amount of

goodwill exceeds the fair value.

Our annual measurement date for testing goodwill impairment is December 31.

of the goodwill is deductible for income tax purposes.

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

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

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

was $ 0 and $ 0 , respectively.

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.

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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.”

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

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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.

Earnings (Loss) Per Common Share

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

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

shares issuable upon conversion of convertible notes

to purchase common shares

shares issuable upon conversion of preferred stock

potentially dilutive shares

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

Common shares issuable upon conversion of convertible notes

Options to purchase common shares

Warrants to purchase common shares

Common shares issuable upon conversion of preferred stock

Total potentially dilutive shares

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.

Accounting Pronouncements

January 1, 2020, The Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected

credit loss (“CECL”) methodology.

The measurement of expected credit losses under the CECL methodology is applicable to financial

assets measured at amortized cost, including loan receivables and held to maturity debt securities.

It also applies to Off-Balance Sheet

(“OBS”) credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees,

and other similar instruments) and net investments and leases recognized by a lessor in accordance with Topic 842 on leases.

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

One such change is to require credit losses to be presented

as an allowance rather than as a write down on available for sale debt securities management does not intend to sell or believes that

it is more likely than not they will be required to sell.

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

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.

Disaggregation

of Income Statement Expenses

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.

Early adoption is permitted.

The Company is currently evaluating the impact of this

guidance on its disclosures.

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

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4 – CONCENTRATIONS OF RISK

Concentrations

Company has a concentration of suppliers.

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

or 2.88 % and 1.77 %.

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

of the scrap metal purchases made by the Company.

Company 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.

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, 2022, one customer

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

Concentrations

Company has a concentration of customers.

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

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

For the fiscal year ended December 31, 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,

2022, certain large customers individually accounted for $ 17,962,176 , $ 5,332,834 , and $ 4,301,328 , or approximately 53 %, 16 %, and 13 %

of our revenues, respectively.

two large customers individually accounted for $ 20,716,044 and $ 2,001,847 , or approximately 58.08 % and 5.61 % of our revenues, respectively.

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

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OF INVENTORIES

and unprocessed scrap metal

Processed and unprocessed scrap metal

Finished products

6 – PROPERTY AND EQUIPMENT

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 is paid 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.

and equipment as of December 31, 2024 and 2023 is summarized as follows:

OF PROPERTY AND EQUIPMENT

December 31, 2023

December 31, 2022

Machinery & Equipment

1 unchanged sentence

Leaseholder Improvement

Property and equipment, gross

Less accumulated depreciation

2 unchanged sentences

Property and equipment, net

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

and $ 875,809 ,

respectively.

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

respectively.

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.

Loss on assets for the years ended December 31, 2024 and 2023 was

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

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

and $ 1,193,380 ,

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

$ 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

the amount of $ 624,462 .

7 – AMORTIZATION OF INTANGIBLE ASSETS

18 unchanged sentences

$ ( 6,656,625 )

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

were no intangible assets acquired during the years ended December 31, 2024 and 2023.

expense for intangible assets was $ 2,958,500 and $ 2,958,500 for the years ended December 31, 2024 and 2023, respectively.

3 unchanged sentences

Year ended December 31,

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

effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company became liable for merchant cash advances Empire

had obtained in the amount of $ 4,975,940 with a carrying value of $ 4,072,799 as of the acquisition date.

The advances had final payment

dates ranging from November 19, 2020 to March 11, 2022.

The advances were secured against the assets of Empire.

The Company made payments

of $ 4,104,334 towards these advances during the year ended December 31, 2021.

There was amortization of debt discount of $ 903,141 from

October 1, 2021 to December 8, 2021.

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

30 to December 8, 2021.

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

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

The Company was required to make weekly

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

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

There was amortization

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

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

As of December 31, 2022, the revenue factoring advance

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

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

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

The Company was required to make weekly

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

The advance had a maturity of June 4, 2023 .

There was amortization of debt discount

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

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

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

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

$ 1,477,500 .

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

The Company was required to

make weekly payments in the amount $ 36,012 through September 2023.

The advance had a maturity of October 18, 2023 .

There was amortization

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

The Company made repayments

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

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

an unamortized debt discount of $ 0 .

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

6 unchanged sentences

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

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

The Company made cash repayments of $ 695,198 and

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

As of December

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

respectively.

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

6 unchanged sentences

debt discount of $ 0 and $ 323,669 during the years ended December 31, 2024 and 2023, respectively .

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

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

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.

9 unchanged sentences

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

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

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

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

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

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 .

3 unchanged sentences

The advance matured on June 17, 2023.

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

The Company made cash repayments of $ 192,500 and

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

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

As of December 31, 2023, the revenue factoring advance

had a balance of $ 0 .

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

4 unchanged sentences

The advance matured on June 17, 2023.

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

The Company made cash repayments of $ 350,000

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

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

As of December 31, 2023, the revenue factoring

advance had a balance of $ 0 .

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 .

6 unchanged sentences

There was amortization of debt discount of

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

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

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

As of December 31, 2023, the revenue factoring advance

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

$ 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 .

7 unchanged sentences

There was amortization

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

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

the year ended December 31, 2023.

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

As of December

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

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 .

5 unchanged sentences

matured on May 26, 2024.

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

The Company made

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

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

December 31, 2023.

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

net an unamortized debt discount of $ 0 .

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 .

5 unchanged sentences

matures on May 26, 2024.

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

The Company made

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

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

December 31, 2023.

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

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 .

6 unchanged sentences

The advance matured on March 7, 2024.

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

ended December 31, 2023, respectively.

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 .

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.

The Company was required to make weekly payments

in the amount $ 25,800 through January 2025.

The advance matured on January 23, 2025.

There was amortization of debt discount of

$ 370,000 during the year ended December 31, 2024.

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

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

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 .

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 .

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 advance matured on August 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 .

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 .

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 advance matured on July 15, 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 .

The advance is retired.

March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 1,499,000 for a purchase price of

There was an origination fee of $ 300,000 .

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 advance matured on June 6, 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 .

The advance is retired.

March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 374,750 for a purchase price of

There was an origination fee of $ 25,000 .

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 advance matured on July 7, 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 .

The advance is retired.

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

46 unchanged sentences

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

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

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

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

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

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

The note has a principal

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

The Company is required to make monthly payments

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

The Company made principal payments

of $ 16,727 and $ 4,046 during the years ended December 31, 2023 and 2022, 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 Company is required to make monthly payments of $ 4,476

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

The Company made principal payments of $ 17,903

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, 2024 and 2023, respectively.

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

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

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.

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

18 unchanged sentences

31, 2024 and 2023, respectively.

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

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

As of December 31, 2024 and 2023, the note had a balance of $ 680,674 and $ 797,427 net an unamortized

debt discount of $ 247,897 and $ 352,005 , 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 .

5 unchanged sentences

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

the years ended December 31, 2023 and 2022.

respectively.

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

2022, respectively.

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

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

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.

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 .

8 unchanged sentences

31, 2024 and 2023, respectively.

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

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

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 .

8 unchanged sentences

31, 2024, and 2023, respectively.

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

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

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 .

4 unchanged sentences

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

There was addition of debt

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

There were payments of $ 453,820 during the

year ended December 31, 2023.

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

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

for a purchase price of $ 832,605 .

The note is secured by certain assets of the Company.

There were non-cash proceeds of $ 832,605

used to purchase equipment.

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

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

through April 2028.

The note bears an interest rate of 10.6 %,

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

There was amortization of debt discount of $ 75,253

during year ended December 31, 2023.

There was amortization of

debt discount of $ 64,534 and $ 223,518 during the years ended December 31, 2024 and 2023, respectively.

There were payments of $ 330,875

during the year ended December 31, 2023.

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

net an unamortized debt discount of $ 277,951 .

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 .

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.

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 .

3 unchanged sentences

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

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

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

December 31, 2023.

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

was amortization of debt discount of $ 64,812 and $ 182,908 during years ended December 31, 2024 and 2023, respectively.

There were payments

of $ 232,826 and $ 297,020 during the years ended December 31, 2024 and 2023, 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.

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

There were non-cash proceeds of $ 832,605 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 $ 21,380 during the year ended December 31, 2023.

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

December 31, 2023.

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

were additional fees incurred of $ 8,733 and $ 21,380 during the years ended December 31, 2024 and 2023, respectively.

There were payments

of $ 174,746 and $ 224,859 during the years ended December 31, 2024 and 2023, 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 2027.

The note bears an interest rate of 8.5 %,

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

There were payments of $ 111,697

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

The Company assigned the remaining balance due

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

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

and accrued interest of $ 0 .

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

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

ended December 31, 2023, respectively.

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

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

3 unchanged sentences

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 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

1 unchanged sentence

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

The Company made

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

As of December

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

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 ).

As of December 31, 2024 and 2023, 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.

following table details the current and long-term principal due under non-convertible notes as of December 31, 2024.

SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE

GM Financial (Issued April 11, 2022)

Non-Convertible Note (Issued March 8, 2019)

Deed of Trust Note (Issued September 1, 2022)

Equipment Finance Note (Issued April 21, 2022)

Equipment Finance Note (Issued September 14, 2022)

Equipment Finance Note (Issued November 28, 2022)

Equipment Finance Note (Issued December 15, 2022)

Equipment Finance Note (Issued January 10, 2023)

Equipment Finance Note (Issued January 12, 2023)

Equipment Finance Note (Issued February 23, 2023)

Equipment Finance Note (Issued February 24, 2023)

Equipment Finance Note (Issued April 12, 2023)

Related Party Promissory Note (Issued July 31, 2023)

Simple Agreements for Future Tokens (Issued February 2018)

Debt Discount

( 1,739,461 )

Total Principal of Non-Convertible Notes

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

SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES

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

principal payments due on non-convertible notes for 2025 through 2028 and thereafter is as follows:

OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES

Year ended December 31,

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

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

counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an

engagement agreement dated January 4, 2018, and a failure of the Company to pay $ 487,390.73 of outstanding legal fees to Sheppard Mullin.

Sheppard Mullin was awarded $ 459,250.88 in unpaid legal fees, disbursements and interest on June 25, 2021.

A judgement confirming the

arbitration award was entered on September 8, 2021 in the Federal District Court located in Denver, Colorado.

September 23, 2021, the Company entered into a Resolution Agreement and Release (the “Resolution Agreement”) with Sheppard

Mullin concerning the $ 459,250.88 judgement entered against the Company.

Under the terms of the Resolution Agreement, the Company was

required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to

January 2023 with a final $10,000 payment due in February 2023.

The Company has made all of its required payments under the Resolution

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.

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.

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).

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.

Leases (Operating Leases)

13 unchanged sentences

asset, together with any options to extend that the Company is reasonably certain to exercise.

effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 3,492,531 in ROU assets and $ 3,650,358 in lease liabilities

for the leasing of scrap metal yards from an entity controlled by the Company’s Chief Executive Officer.

Under the terms of the

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

On April 1, 2022, the Company entered

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

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

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

every year thereafter .

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

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

The leases expire on January 1, 2024 and the Company

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

In the event the Company does not exercise the options, the leases will continue

on a month-to-month basis.

The Company cannot sublease any of the properties under the lease agreements.

effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 30,699 in ROU assets and $ 31,061 in lease liabilities

for an office lease.

Under the terms of the lease, Empire is required to pay $1,150 per month and increasing by 3% on April 1st of every

year beginning on April 1, 2022 .

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

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

The Company cannot sublease the office under the lease agreements.

The Company did not renew the lease.

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

27 unchanged sentences

The Company terminated the lease on August 1, 2023.

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

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

increasing by 3% on January 1, 2023.

The lease expires on December 31, 2027 and the Company has two options to extend the lease by 5

years per option.

The Company also has the option to extend the term of the lease for an additional year for the next 5 years upon the

same terms and conditions.

In the event the Company does not exercise the options, the lease will continue a month-to-month basis.

Company cannot sublease the property under the lease agreement.

January 1, 2023, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of

2 unchanged sentences

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

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

also has the option to extend the term of the lease for an additional year for the next 5 years upon the same terms and conditions.

the event the Company does not exercise the options, the lease will continue on a month-to-month basis.

The Company cannot sublease the

property under the lease agreement.

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.

4 unchanged sentences

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.

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

$23,000 from March 1, 2025 to

February 28, 2026;

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

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

and increasing by

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

The lease is for a period of five years ,

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

The Company has

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

Leases (Operating Leases)

1 unchanged sentence

for an automobile lease.

Under the terms of the lease, Empire is required to pay $ 750 per month until the lease expires on February 18,

Under the terms of the lease, Empire is required to pay $750 per month until the lease expired on February 18,

2025 and the Company does not have an option to renew or extend.

3 unchanged sentences

for an automobile lease.

Under the terms of the lease, Empire is required to pay $ 650 per month until the lease expires on February 15,

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.

16 unchanged sentences

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

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

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

to renew or extend.

13 unchanged sentences

Imputed Interest

$ ( 259,800 )

Present Value of Lease Payments

9 unchanged sentences

13 – CONVERTIBLE NOTES PAYABLE

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

Pursuant to the securities purchase agreement, the Company sold, and the Investors purchased, approximately $ 37,714,966 , which consisted

of approximately $ 27,585,450 in cash and $ 4,762,838 of existing debt of the Company which was exchanged for the notes and warrants issued

in this offering principal amount of senior secured convertible notes and 2,514,331 warrants valued at $ 36,516,852 .

The senior notes

were issued with an original issue discount of 6 %, bear interest at the rate of 6 % per annum, and mature after 6 months, on May 30, 2022 .

The senior notes are convertible into shares of the Company’s common stock, par value $ 0.001 per share at a conversion price per

share of $ 15.00 , subject to adjustment under certain circumstances described in the senior notes.

To secure its obligations thereunder

and under the securities purchase agreement, the Company has granted a security interest over substantially all of its assets to the

collateral agent for the benefit of the Investors, pursuant to a pledge and security agreement.

Upon the listing of the common stock

on a national exchange and certain other conditions being met, the senior notes issued in this offering will automatically convert into

common stock at the conversion price set forth in the senior notes.

The Company paid $ 2,200,000 and a warrant to purchase 200,000 shares

of common stock valued at $ 2,904,697 as commission for the offering.

maturity date of the senior notes was extended by the Company on May 27, 2022 from May 30, 2022 to November 30, 2022, which was accounted

for as a debt modification.

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

If the Company is unable to extend the senior notes or elects not to do so, the Company will be required to repay the senior

notes through equity issuances, additional borrowings, cash flows from operations and/or other sources of liquidity.

The warrants are

exercisable for five ( 5 ) years to purchase an aggregate of 2,514,331 shares of common stock at an exercise price per share of $ 19.50 ,

subject to adjustment under certain circumstances described in the warrants.

the issuance of certain convertible notes, the Company determined that the features associated with the embedded conversion option embedded

in the notes, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number

of shares would be available to settle all potential future conversion transactions.

Upon the consummation of a 1:300 reverse split on

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

conversion transactions and the derivative liabilities were eliminated.

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

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

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

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

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

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

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

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

The Company realized a deemed dividend

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

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

for the waiver of liquidated damages.

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.

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 .

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

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

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

The Senior Notes are convertible

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

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

There is a 125 % conversion premium for any

principal converted to shares of common stock.

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

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

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

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

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

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

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

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

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

To secure its obligations thereunder and under the Purchase Agreement, the

Company has granted a security interest over substantially all of its assets to the collateral agent for the benefit of the Investors,

pursuant to a security agreement and a related trademark security agreement.

The Company has the option to redeem the Senior Notes at

a 10 % redemption premium.

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.

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.

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.

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

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 .

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

from $ 225.00 to $ 153.00 per share.

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

certain price protection provisions in its senior secured debt.

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

of certain price protection provisions in its senior secured debt.

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

2 unchanged sentences

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

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

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

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

March 18, 2024, the Company obtained the waiver of the following covenants from holders of the notes:

(i) until September 30, 2024, the

Available Cash Test covenant contained in Section 14(t)(i) of the Notes;

(ii) the right to receive the Amortization Amount for the next

four (4) consecutive Amortization Dates immediately following the date of the waiver, with the aggregate of such Amortization Amounts

now instead being due on the Maturity Date;

and (iii) notwithstanding anything to the contrary set forth in the Notes, through and including

the sixtieth (60) calendar day following the date of the waiver, (A) if the average closing price on the Eligible Market of the Common

Stock on the three (3) most recent Trading Days is less than $ 37.50 , the Holder cannot convert the Note into Common Stock and (B) if

the average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is $ 37.50 or greater,

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.

During the three and nine months ended September 30, 2024, the Company credited additional paid in capital $ 0 and

$ 23,953,940 , respectively, 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 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.

The amendment, among other things, changed the conversion price of the senior notes to $ 7.50 , subject to certain circumstances described

in the Senior Notes along with certain conversion price adjustment mechanism.

As a result of the modification, the Company recorded a

loss on debt extinguishment for the change in fair value of the conversion option in the amount of $ 16,333,271

May 9, 2024, the Company and the Investors entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the

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.

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

OF MATURITY DATES OF CONVERTIBLE NOTES

Maturity Date

Total Principal Outstanding

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.

14 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

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

convertible notes, warrants, preferred shares, and options.

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

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

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

the year ended December 31, 2021, upon issuance of convertible debt and warrants, the Company estimated the fair value of the embedded

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

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

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

December 31, 2021, the Company estimated the fair value of the embedded derivatives of $ 44,024,242 using the Black-Scholes Pricing Model

based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 136.12 %, (3) risk-free interest rate of 0.19 %

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

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

based on the following assumptions:

May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient

authorized shares in the event that all potentially dilutive instruments were exercised.

As a result, the Company evaluated the warrants

issued under ASC 480 and determined that certain warrants no longer qualified as equity instruments and qualify for derivative liability

The Company elected to use a first-in, first-out sequencing method to determine which dilutive instruments met the definition

of a derivative liability.

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

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

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

4.52 %, and (4) expected life of 5 years.

Company adopted the provisions of ASC 825-10.

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Derivative liability

Quoted Prices

Identical Assets

Derivative liability

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

December 31, 2024:

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

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

Balance, December 31, 2022

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

( 29,759,766 )

Mark to market to February 17, 2022

( 14,264,476 )

Mark to market to December 31, 2023

Balance, December 31, 2023

Establishment of derivative liability upon authorized share shortfall

Gain on change in fair value of derivative liability

( 48,314,949 )

Settlement of derivative liability upon correction of authorized share shortfall

( 16,636,840 )

Mark to market to December 31, 2024

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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”).

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.

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.

May 28, 2024, the Company filed a Certificate of Elimination to retire the class of Series D preferred stock.

of December 31, 2024, 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.

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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.

Series A-1 Preferred Stock has a $ 1,000 stated value per share and each share is convertible into common stock at 0.0001 % of the then-outstanding

shares of common stock at the election of the holder.

The Series A-1 have a liquidation preference senior to common, do not bear dividends,

and are entitled to vote on an as-converted basis.

December 2, 2024, the Company issued 450,000 shares of Series A-1 Preferred Stock as consideration for land and permits purchased from

DWM Properties, LLC, controlled by the Company’s Chief Executive Officer.

The value of the shares of Series A-1 was calculated

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.

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

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

as of December 31, 2021.

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

debt in the principal amount of $ 37,714,966 , together with accrued interest in the amount of $ 1,470,884 .

The Company recorded $ 2,625,378

gain on conversion and credited $ 36,553,575 to additional paid in capital for this conversion.

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

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

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

Series Z Preferred Stock.

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

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

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

of $ 15,511 .

the year ended December 31, 2023, the Company issued 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.

1 unchanged sentence

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 Company issued extra shares with a value of $ 52,183 .

the year ended December 31, 2024, the Company issued 11,807,064 shares pursuant to the cashless exercise of warrants.

the year ended December 31, 2024, the Company issued 155,616 shares as an adjustment to round-up fractional shares for the reverse-split.

the year ended December 31, 2024, the Company issued 1,333,333 shares for the exchange of Series D Preferred Stock.

the year ended December 31, 2024, the Company issued 412,359 shares for the exchange and retirement of a related-party debt note in the

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.

Paid in Capital

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

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

See Note 16 – Warrants .

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

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

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

the waiver of certain liquidated damages.

See Note 16 – Warrants .

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

of certain warrants for the waiver of certain liquidated damages.

See Note 16 – Warrants .

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

22 unchanged sentences

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 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 122.93 – 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 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.

the year ended December 31, 2024, the Company credited additional paid in capital $ 23,943,940 for a deemed dividend for the triggering

of certain price protection provisions in the conversion feature of 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 93 %, (3) risk-free interest rate of 5.06 %, and (4) expected life of 1.37 years.

the year ended December 31, 2024, the Company credited additional paid in capital $ 52,574,896 for deemed dividends for the reduction

in the exercise price of certain warrants.

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

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.

the year ended December 31, 2024, the Company credited additional paid in capital $ 12,388,229 for the modification of the conversion

feature related to then outstanding convertible notes payable.

The Company estimated the change in fair value of the conversion feature

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

(1) dividend yield of 0 %, (2) expected volatility of 130.66 %,

(3) risk-free interest rate of 5.12 %, and (4) expected life of 1.24 years.

May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient

authorized shares in the event that all potentially dilutive instruments were exercised.

The Company accounted for the warrants affected

under a sequencing approach as a derivative liability under ASC 815 due to the lack of net share settlement.

The Company debited additional

paid in capital $ 64,951,789 to establish the derivative liability.

Upon the Company enacting the Reverse Stock Split on May 31,

2024, the authorized share shortfall was alleviated and the Company credited additional paid in capital $ 16,636,840 , after the reclassification

See Note 18 for further details

16 – WARRANTS

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

warrants were triggered, resulting in the purchase price per share of warrants to purchase 2,714,351 shares of common stock being reduced

from $ 19.50 per share to $ 7.52 per share, in addition to the issuance of additional warrants to purchase 4,316,474 shares of common stock

at $ 7.52 per share.

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

of additional warrants.

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

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

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

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

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

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

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

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

2 unchanged sentences

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

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

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

Holders of a majority of the shares of common stock approved

the repricing on October 13, 2023.

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

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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

summary of the warrant activity for the years ended December 31, 2024 and 2023 is as follows:

OF WARRANT ACTIVITY

Weighted-Average

Exercise Price

Weighted-Average

Contractual Term

Intrinsic Value

Outstanding at December 31, 2022

Expired/Canceled/Exchanged

Cancelled/Exchanged

Outstanding at December 31, 2023

( 15,850,421 )

Expired/Canceled/Exchanged

Cancelled/Exchanged

Outstanding at December 31, 2024

1 unchanged sentence

OF WARRANT EXERCISABLE

Exercise Price

Weighted Avg.

1 unchanged sentence

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

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

as of that date.

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.

17 – STOCK OPTIONS

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

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

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

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

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

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

shares available for future issuances.

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

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

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

In July 2024, shareholders amended our 2024 Plan to

increase the number of shares reserved for issuance thereunder by 2,980,000 to a total of 3,000,000 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.

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

1 unchanged sentence

including officers, consultants and directors.

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

as determined by the committee administering the Plans.

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

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

valuation models require the input of highly subjective assumptions.

3 unchanged sentences

of options based on the contractual life of the options.

were no options issued during the years ended December 31, 2023 and 2022.

were no options issued during the year ended December 31, 2024.

summary of the stock option activity for the years ended December 31, 2024 and 2023 is as follows:

OF STOCK OPTION ACTIVITY

Weighted-Average

Exercise Price

Weighted-Average

Contractual Term

Intrinsic Value

Outstanding at December 31, 2022

4 unchanged sentences

Exercisable at December 31, 2024

OF STOCK OUTSTANDING AND EXERCISABLE

Exercise Price

Remaining Life

$ 23.00 - 75.00

75.01 - 150.00

150.01 - 225.00

225.01 - 300.00

300.01 - 600.00

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

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

options as of that date.

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

compensation expense of $ 0 as of December 31, 2023 will be expensed in future periods

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

stock price of $ 0.7030 as of December 31, 2024, which would have been received by the option holders had those option holders exercised

their options as of that date.

fair value of all options that vested during the year ended December 31, 2024 and 2023 was $ 0 and $ 0 , respectively.

compensation expense was $ 0 as of December 31, 2024.

18 – INCOME TAXES

7 unchanged sentences

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

At December 31, 2023, the Company has available for

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

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

Further, the Company has available

for income tax purposes of approximately $ 61,608,152 and $ 20,512,363 in Colorado and Virginia, respectively, state net operating loss

(NOL) carry forward which begin expiring in the year 2033, that may be used to offset future taxable income.

The Company has provided

a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings

history of the Company;

it is more likely than not that the benefits will not be realized.

Due to possible significant changes in the

Company’s ownership, the future use of its existing net operating losses may be limited.

All or portion of the remaining valuation

allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.

During the year ended December 31, 2023, the Company has decreased the valuation allowance from $ 32,743,435 to $ 24,097,749 .

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 .

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

10 unchanged sentences

In general, an ownership change occurs whenever the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent

shareholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares

of such corporation owned, directly or indirectly, by such 5-percent shareholders at any time over the preceding three years.

stockholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares

of such corporation owned, directly or indirectly, by such 5-percent stockholders at any time over the preceding three years.

event such ownership change occurs, the annual limitation may result in the expiration of the net operating losses prior to full utilization.

1 unchanged sentence

Federal jurisdiction and the state of Virginia.

The Company is no longer

subject to income tax examinations by tax authorities for tax years ending before December 31, 2015.

The Company is no longer subject

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:

2 unchanged sentences

Stock Compensation

( 1,332,399 )

Change in Fair Market Value of Derivative Liabilities

17 unchanged sentences

in different periods.

OF EFFECTIVE RECONCILIATION INCOME TAX

19 – RELATED PARTY TRANSACTIONS

with Danny Meeks and Affiliates of Danny Meeks

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

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

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

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

On September 1, 2022,

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

the lease payment by $ 11,200 per month.

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

Additionally, during the year ended December 31, 2022, the Company paid $ 122,866 in accrued rents owed to an entity controlled

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

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

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

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

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

Executive Officer.

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

the Company’s Chief Executive Officer.

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

3 % on January 1 st of each year.

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

a term of five years per option.

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

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

During the year ended December 31, 2023, the

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

Further, during the

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

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

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

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

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

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

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

250 shares of Series Z preferred stock.

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

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

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

principal amount equal to $ 17,218,350 .

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

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

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

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

The equipment was purchased in 2022.

The transaction

was negotiated at arms-length.

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

of the issuance thereof.

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

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

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

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

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

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

of $ 17,218,350 .

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

by the Company’s Chief Executive Officer.

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

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

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

services rendered to the Company.

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

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

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

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 ).

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.

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).

have one reportable geographic segment:

the United States of America as all of our scrap metal is sourced domestically.

CODM, Danny Meeks, Chairman and CEO, evaluates performance on an operating segment basis, as well as a consolidated basis, based on revenues

and operating cashflows.

This measure is used by our CODM, management, investors, lenders and other external users of our financial statements

to assess our operating performance and to compare operating performance to other companies in the metal recycling industry.

utilizes segment profit and loss in assessing segment performance and allocating resources.

following tables provide our results by segment:

OF SEGMENT REPORTING

Metal Recycling

Ended December 31, 2024

Metal Recycling

( 14,508,923 )

( 5,817,458 )

( 20,326,381 )

$ ( 47,251,411 )

( 76,528,836 )

loss available to common shareholders

$ ( 100,446,189 )

Scrap Metal Recycling

Year Ended December 31, 2023

Scrap Metal Recycling

Cost of revenues

( 16,154,529 )

( 4,996,871 )

( 21,184,579 )

Gross Profit:

Operating Expenses

$ ( 33,998,165 )

( 7,421,228 )

Deemed Dividends

( 6,661,152 )

Net loss available to common shareholders

$ ( 33,597,142 )

21 – SUBSEQUENT EVENTS

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

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

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

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

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

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

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

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

If Holders exercise all their Existing Warrants for cash,

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

Holders of Existing Warrants must return the Inducement

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

Eastern Time on March 26, 2024 (the “Final

Closing Date”) to receive the Inducement Warrants.

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

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

The Company issued 27,544,788

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

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

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

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

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

The Preferred Stock is

convertible into the Company’s common stock at $ 0.204

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

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

In addition, the Company has the right

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

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

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

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

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

$23,000 from March 1, 2025 to

February 28, 2026;

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

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

and increasing by

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

The lease is for a period of five years,

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

The Company has

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

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,

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