{"url_path":"/sec/gwav/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 FORM 10-K SUMMARY**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1589149/0001493152-26-028562-index.html","accession_number":"0001493152-26-028562","cik":"0001589149","ticker":"GWAV","issuer_name":"Greenwave Technology Solutions, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1589149/0001493152-26-028562-index.html","primary_entity_key":"0001589149","primary_entity_name":"Greenwave Technology Solutions, Inc."},"word_count":23395,"has_tables":true,"body_markdown":"**ITEM\n16. FORM 10-K SUMMARY**\n\n \n\nNot\napplicable.\n\n \n\n47\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be\nsigned on its behalf by the undersigned thereunto duly authorized.\n\n \n\n \n**GREENWAVE TECHNOLOGY SOLUTIONS, INC.**\n\n \n \n \n\nDate:\nJune 12, 2026\nBy:\n*/s/\nDanny Meeks*\n\n \n \nDanny\nMeeks, Chief Executive Officer\n\n \n \n(Principal\nExecutive Officer)\n\n \n \n \n\nDate:\nJune 12, 2026\nBy:\n*/s/\nChelsea Pullano*\n\n \n \nChelsea\nPullano, Chief Financial Officer\n\n \n \n(Principal\nFinancial and Accounting Officer)\n\n \n\nPursuant\nto the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on\nbehalf of the registrant and in the capacities and on the dates indicated.\n\n \n\n**Signatures**\n \n**Title**\n \n**Date**\n\n \n \n \n \n \n\n*/s/ Danny Meeks*\n \nChief Executive Officer (Principal Executive Officer) and\n \nJune 12, 2026\n\nDanny Meeks\n \nChairman of the Board of Directors\n \n \n\n \n \n \n \n \n\n*/s/ Chelsea Pullano*\n \nChief Financial Officer (Principal Financial and Accounting Officer)\n \nJune 12, 2026\n\nChelsea Pullano  \n \n \n \n \n\n \n \n \n \n \n\n*/s/ Cheryl Lanthorn*\n \nDirector\n \nJune 12, 2026\n\nCheryl Lanthorn\n \n \n \n \n\n \n \n \n \n \n\n*/s/ Lisa Lucas-Burke*\n \nDirector\n \nJune 12, 2026\n\nLisa Lucas-Burke\n \n \n \n \n\n  \n\n35\n\n \n\n \n\n**GREENWAVE\nTECHNOLOGY SOLUTIONS, INC.**\n\n \n\nINDEX\nTO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID: 587)](#fin_001)\nF-2\n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#fin_002)\nF-3\n\n[Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024](#fin_003)\nF-4\n\n[Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024](#fin_004)\nF-5\n\n[Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024](#fin_005)\nF-7\n\n[Notes to Consolidated Financial Statements](#fin_006)\nF-8\n\n \n\nF-1\n\n \n\n \n\n**New\nYork Office:**\n\n \n\n805\nThird Avenue\n\nNew\nYork, NY 10022\n\n212.838.5100\n\n \n\n**www.rbsmllp.com**\n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Board of Directors and Stockholders of\n\nGreenwave\nTechnology Solutions, Inc.\n\n** **\n\n**Opinion\non the Financial Statements**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheets of Greenwave Technology Solutions, Inc., and its subsidiaries (the “Company”)\nas of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity (deficit)\nand cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to\nas the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all\nmaterial respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its\ncash flows for each of the years in the two-year period ended December 31, 2025 in conformity with accounting principles generally accepted\nin the United States of America.\n\n \n\n**The\nCompany’s Ability to Continue as a Going Concern**\n\n** **\n\nThe\naccompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed\nin Note 2 to the accompanying consolidated financial statements, the Company has net loss, has generated negative cash flows from operating\nactivities, has an accumulated deficit and has stated that substantial doubt exists about Company’s ability to continue as a going\nconcern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described\nin Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public\nCompany Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company\nin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission\nand the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,\nwe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits\nprovide a reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n \n\nThe\ncritical audit matters are matters arising from the current period audit of the financial statements that were communicated\nor required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial\nstatements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit\nmatters.\n\n \n\n/s/\nRBSM LLP\n\n \n\nWe\nhave served as the Company’s auditor since 2017.\n\nPCAOB ID 587\n\nNew York, NY\n\nJune\n12, 2026\n\n \n\nNew\nYork, NY Washington DC Mumbai & Pune, India San Francisco, CA\n\n \n\nHouston,\nTX Boca Raton, FL Las Vegas, NV Beijing, China Athens, Greece\n\n \n\nMember:\nANTEA International with affiliated offices worldwide\n\n \n\nF-2\n\n \n\n \n\n**GREENWAVE\nTECHNOLOGY SOLUTIONS, INC.**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n \n\n  \nDecember\n31,  \nDecember\n31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nASSETS \n    \n   \n\nCurrent assets: \n    \n   \n\nCash \n$935,763  \n$2,576,464 \n\nInventories, net \n 2,240,943  \n 2,889,682 \n\nAccounts receivable, net\nof allowance for doubtful accounts \n 1,116,924  \n 1,254,390 \n\nPrepaid\nexpenses \n 524,691  \n 921,580 \n\nTotal current assets \n 4,818,321  \n 7,642,116 \n\n  \n    \n   \n\nProperty and equipment, net \n 25,580,301  \n 25,596,856 \n\nProperty and equipment, net - Purchased from\nRelated Party \n 10,267,709  \n 11,834,807 \n\nProperty and equipment, net \n 10,267,709  \n 11,834,807 \n\nOperating lease right of use assets, net \n 495,457  \n 1,048,070 \n\nLicenses, net \n 12,232,550  \n 14,359,950 \n\nCustomer list, net \n 1,287,425  \n 1,511,325 \n\nIntellectual property, net \n 455,400  \n 1,062,600 \n\nIntangible assets, net \n 455,400  \n 1,062,600 \n\nSecurity deposit \n 31,893  \n 31,893 \n\n  \n    \n   \n\nTotal assets \n$55,169,056  \n$63,087,617 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY  \n    \n   \n\n  \n    \n   \n\nCurrent liabilities: \n    \n   \n\nBank overdraft \n$163,141  \n$231,696 \n\nAccounts payable and accrued\nexpenses \n 8,043,143  \n 5,893,351 \n\nAccrued payroll and related\nexpenses \n 3,946,411  \n 3,946,410 \n\nNon-convertible notes\npayable, current portion, net of unamortized debt discount of $162,390 and $633,396, respectively \n 1,798,444  \n 2,505,360 \n\nRelated party note payable \n 5,391,859  \n 7,691,859 \n\nDue to related parties \n 3,542,433  \n 495,354 \n\nOperating\nlease obligations, current portion \n 272,476  \n 331,545 \n\nTotal current liabilities \n 23,157,907  \n 21,095,575 \n\n  \n    \n   \n\nOperating lease obligations, less current portion \n 233,451  \n 773,820 \n\nNon-convertible notes\npayable, net of unamortized debt discount of $1,642,823 and $1,076,554, respectively \n 5,840,738  \n 4,263,239 \n\nTotal liabilities \n 29,232,096  \n 26,132,634 \n\n  \n    \n   \n\nCommitments and contingencies (See Note 11) \n    \n -  \n\n  \n    \n   \n\nStockholders’ equity: \n    \n   \n\nPreferred stock - 10,000,000\nshares authorized: \n    \n   \n\nPreferred stock - Series\nA-1, $0.001\npar value, $100,000\nstated value, 450,000\nshares authorized; 450,000\nand 450,000\nshares issued and outstanding, respectively \n 450  \n 450 \n\nPreferred stock, value \n 450  \n 450 \n\nCommon stock, $0.001 par\nvalue, 1,200,000,000 shares authorized; 829,631 and 237,191 shares issued and outstanding, respectively \n 830  \n 237 \n\nAdditional paid in capital \n 546,846,108  \n 533,266,642 \n\nAccumulated\ndeficit \n (520,910,428) \n (496,312,346)\n\nTotal\nstockholders’ equity  \n 25,936,960  \n 36,954,983 \n\n  \n    \n   \n\nTotal liabilities and stockholders’ equity  \n$55,169,056  \n$63,087,617 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-3\n\n \n\n \n\n**GREENWAVE\nTECHNOLOGY SOLUTIONS, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS**\n\n \n\n  \n2025  \n2024 \n\n  \nFor\nthe Year Ended December 31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nRevenues \n$46,660,320  \n$33,315,859 \n\n  \n    \n   \n\nCost of Revenues \n 34,786,895  \n 20,326,381 \n\n  \n    \n   \n\nGross Profit \n 11,873,425  \n 12,989,478 \n\n  \n    \n   \n\nOperating Expenses: \n    \n   \n\nAdvertising \n 173,445  \n 53,147 \n\nPayroll and related expense \n 11,273,313  \n 8,181,701 \n\nRent, utilities and property\nmaintenance \n 1,020,000  \n 2,680,454 \n\nHauling and equipment maintenance \n 5,243,036  \n 5,296,630 \n\nDepreciation and amortization\nexpense \n 8,664,778  \n 7,337,893 \n\nImpairment of tangible\nassets \n -  \n 439,086 \n\nStock Compensation for\nServices \n 100,000  \n - \n\nConsulting, accounting\nand legal \n 1,818,126  \n 3,179,812 \n\nGain on asset \n (202,466) \n - \n\nLoss on asset - related-party \n -  \n 12,338,550 \n\nGain Loss on\nasset \n -  \n 12,338,550 \n\nWarrants issued for services \n -  \n 3,004,909 \n\nStock compensation \n -  \n 823,500 \n\nOther\ngeneral and administrative expenses \n 3,603,911  \n 3,915,729 \n\nTotal\nOperating Expenses \n 31,694,143  \n 47,251,411 \n\n  \n    \n   \n\nLoss From Operations \n (19,820,718) \n (34,261,933)\n\n  \n    \n   \n\nOther Income (Expense): \n    \n   \n\nInterest expense and amortization\nof debt discount \n (2,839,749) \n (5,364,703)\n\nShares issued for financing \n -  \n (52,182)\n\nOther expense \n -  \n (15,212)\n\nOther income \n 26,970  \n - \n\nOther income - related\nparty \n 56,100  \n - \n\nChange in fair value of\nderivative liabilities \n -  \n 48,314,949 \n\nFain (loss) on extinguishment\nof debt \n 980,769  \n (16,351,827)\n\nEquity issued for warrant\ninducement \n -  \n (3,029,927)\n\nLoss on conversion of convertible\nnotes \n -  \n (14,213,480)\n\nGain\non settlement of non-convertible notes payable, accrued interest, and advances \n -  \n 1,056,962 \n\nTotal\nOther Income (Expense) \n (1,775,910) \n 10,344,580 \n\n  \n    \n   \n\nNet Loss Before Income Taxes \n (21,596,628) \n (23,917,353)\n\n  \n    \n   \n\nProvision for Income Taxes\n(Benefit) \n -  \n - \n\n  \n    \n   \n\nNet Loss \n (21,596,628) \n (23,917,353)\n\n  \n    \n   \n\nDeemed dividend for the reduction of exercise\nprice of warrants \n (2,999,964) \n (52,574,896)\n\nDeemed dividend for the reduction of the conversion\nprice of a debt note \n -  \n (23,953,940)\n\n  \n    \n   \n\nNet Loss Available to\nCommon Stockholders \n$(24,596,592) \n$(100,446,189)\n\n  \n    \n   \n\nNet Loss Per Common Share: \n    \n   \n\nBasic \n$(41.25) \n$(932.14)\n\nDiluted \n$(41.21) \n$(601.70)\n\n  \n    \n   \n\nWeighted Average Common Shares Outstanding: \n    \n   \n\nBasic \n 596,352  \n 107,759 \n\nDiluted \n 596,352  \n 107,759 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-4\n\n \n\n \n\n**GREENWAVE\nTECHNOLOGY SOLUTIONS, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**\n\n**FOR\nTHE YEAR ENDED DECEMBER 31, 2025**\n\n \n\n \n \n \nShares  \nAmount  \nShares  \nAmount\nAmount\nReceivable  \nIn\nCapital  \nDeficit  \nTotal \n\n \n \n \n\nPreferred\nStock\n\nSeries\nA-1\n  \nCommon\nStock\n \n   \nAdditional\nPaid  \nAccumulated  \n  \n\n \n \n \nShares  \nAmount  \nShares  \nAmount\n \n   \nIn\nCapital  \nDeficit  \nTotal \n\nBalance at December 31, 2024\n \n-\n 450,000  \n$450  \n 237,191  \n$237\n1\n-  \n$533,266,642  \n$(496,312,346) \n$36,954,983 \n\nCommon stock and warrants issued for cash,\nnet of fees\n \n \n -  \n -  \n 260,403  \n 260\n-\n-  \n 10,478,345  \n -  \n 10,478,605 \n\nCommon stock issued for cashless exchange of\nwarrants\n \n \n -  \n -  \n 328,451  \n 329\n-\n-  \n (329) \n -  \n - \n\nCommon stock issued for rounding in reverse\nsplit\n \n \n -  \n -  \n 159  \n -\n-\n-  \n 1,490  \n (1,490) \n - \n\nDeemed dividend for the reduction of the exercise\nprice of warrants\n \n \n -  \n -  \n -  \n -\n-\n-  \n 2,999,964  \n (2,999,964) \n - \n\nCommon stock issued for services rendered\n \n \n -  \n -  \n 3,427  \n 4\n-\n-  \n 99,996  \n -  \n 100,000 \n\nNet loss\n \n-\n -  \n -  \n -  \n -\n \n-  \n -  \n (21,596,628) \n (21,596,628)\n\n \n \n \n -  \n -  \n -  \n -\n-\n-  \n -  \n -  \n - \n\nBalance at December 31, 2025\n \n-\n 450,000  \n$450  \n 829,631  \n$830\n-\n-  \n$546,846,108  \n$(520,910,428) \n$25,936,960 \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-5\n\n \n\n** **\n\n**GREENWAVE\nTECHNOLOGY SOLUTIONS, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**\n\n**FOR\nTHE YEAR ENDED DECEMBER 31, 2024**\n\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nReceivable  \nIn\nCapital  \nDeficit  \nTotal \n\n  \nPreferred\nStock\nSeries D to be Issued  \nPreferred\nStock\nSeries A-1  \nCommon\nStock  \nCommon\nStock\nto be Issued  \nSubscription  \nAdditional\nPaid  \nAccumulated  \n  \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nReceivable  \nIn\nCapital  \nDeficit  \nTotal \n\n  \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n  \n\nBalance at December 31, 2023 \n -  \n$-  \n -  \n$-  \n 1,028  \n$1  \n -  \n$-  \n$-  \n$391,412,008  \n$(395,866,157) \n$(4,454,148)\n\nBalance \n -  \n$-  \n -  \n$-  \n 1,028  \n$1  \n -  \n$-  \n$-  \n$391,412,008  \n$(395,866,157) \n$(4,454,148)\n\nExchange of non-convertible note into shares\nof Series D Preferred \n 1,000  \n 1  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 9,999,999  \n -  \n$10,000,000 \n\nIssuance of Series A-1 Preferred to related\nparty as consideration for purchase of land and permits \n -  \n -  \n 450,000  \n 450  \n -  \n -  \n -  \n -  \n -  \n 3,299,634  \n -  \n$3,300,084 \n\nSale of Commons Shares and Warrants for Cash \n -  \n -  \n -  \n -  \n 74,099  \n 74  \n -  \n -  \n 67,923  \n 40,369,041  \n -  \n$40,437,038 \n\nExchange of Series D Preferred into Common \n (1,000) \n (1) \n -  \n -  \n 12,121  \n$12  \n -  \n$-  \n$-  \n$(11) \n -  \n$- \n\nCommon stock issued for the conversion of convertible\ndebt notes \n -  \n -  \n -  \n -  \n 22,531  \n 23  \n -  \n -  \n -  \n 30,713,920  \n -  \n$30,716,399 \n\nCommon stock issued for the conversion of convertible debt\nnotes (Related Party) \n -  \n -  \n -  \n -  \n 3,749  \n 4  \n -  \n -  \n -  \n 7,236,493  \n -  \n$7,236,905 \n\nCommon stock issued for the exercise of warrants\nfor cash \n -  \n -  \n -  \n -  \n 972  \n 1  \n 15  \n 1  \n (67,923) \n 2,834,739  \n -  \n$2,766,817 \n\nCommon stock issued for the cashless exchange\nof warrant \n -  \n$-  \n -  \n -  \n 87,528  \n$88  \n -  \n$-  \n$-  \n$(9,628) \n$-  \n$(9,540)\n\nEquity Issued for Services \n -  \n -  \n -  \n -  \n 33,748  \n 33  \n -  \n -  \n -  \n 3,486,642  \n -  \n$3,486,675 \n\nModification of conversion feature on debt \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 12,388,229  \n -  \n$12,388,229 \n\nStock based compensation \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 288,900  \n -  \n$288,900 \n\nEstablishment of derivative liabilities due\nto authorized share shortfall \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (64,951,789) \n -  \n$(64,951,789)\n\nSettlement of derivative liabilities upon stock\nsplit \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 16,636,840  \n -  \n$16,636,840 \n\nRounding for share adjusted in reverse split \n -  \n -  \n -  \n -  \n 1,415  \n 1  \n -  \n -  \n -  \n (1) \n -  \n$- \n\nEquity issued for warrant inducement \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 3,029,927  \n -  \n$3,029,927 \n\nDeemed dividend for the reduction of the conversion\nprice of a debt note \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 23,953,940  \n (23,953,940) \n$- \n\nDeemed dividend for the reduction of the exercise\nprice of warrants \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 52,574,896  \n (52,574,896) \n$- \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (23,917,353) \n$(23,917,353)\n\n  \n    \n    \n -  \n -  \n    \n    \n    \n    \n    \n    \n    \n   \n\nBalance at December 31, 2024 \n -  \n$-  \n 450,000  \n$450  \n 237,191  \n$237  \n 15  \n$1  \n$-  \n$533,266,642  \n$(496,312,346) \n$36,954,983 \n\nBalance \n -  \n$-  \n 450,000  \n$450  \n 237,191  \n$237  \n 15  \n$1  \n$-  \n$533,266,642  \n$(496,312,346) \n$36,954,983 \n\n \n\nThe accompanying\nnotes are an integral part of these consolidated financial statements.\n\n \n\nF-6\n\n \n\n \n\n**GREENWAVE\nTECHNOLOGY SOLUTIONS, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n \n\n  \n2025  \n2024 \n\n  \nFor\nthe Year ended December 31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nCash flows from operating\nactivities: \n    \n   \n\nNet loss \n$(21,596,628) \n$(23,917,353)\n\nAdjustments to reconcile net loss to net cash\nused in operating activities: \n    \n   \n\nDepreciation and amortization \n$8,664,778  \n$7,337,893 \n\nAmortization of right of\nuse assets, net - related-party \n$-  \n$324,608 \n\nAmortization of right of\nuse assets, net \n$552,613  \n$- \n\nInterest and amortization\nof debt discount \n$2,839,749  \n$5,364,703 \n\nLoss on conversion of debt \n$-  \n$14,213,480 \n\nGain on settlement of non-convertible\nnotes payable and advances \n$- \n$(1,056,962)\n\n(Gain)/Loss on asset \n$(202,466) \n$- \n\nLoss on assets - related-party \n$-  \n$12,338,550 \n\nGain Loss on\nassets \n$-  \n$12,338,550 \n\nImpairments on equipment \n$-  \n$439,086 \n\nStock based compensation \n$100,000  \n$823,500 \n\nWarrants issued for services \n$-  \n$3,004,909 \n\nEquity issued for warrant\ninducement \n$-  \n$3,029,927 \n\n(Gain)/Loss on extinguishment \n$(980,769) \n$16,351,827 \n\nChange in fair value of\nderivative liability \n$-  \n$(48,314,949)\n\nChanges in operating assets and liabilities: \n    \n   \n\nDue to related parties \n$(200,403) \n$(1,685,205)\n\nInventories \n$648,739  \n$(2,689,254)\n\nAccounts receivable \n$137,466  \n$(745,477)\n\nPrepaid expenses \n$396,889  \n$(687,194)\n\nSecurity deposit \n$-  \n$- \n\nAccounts payable and accrued\nexpenses \n$1,216,097  \n$(969,383)\n\nAccrued payroll and related\nexpenses \n$3,047,932  \n$(156,582)\n\nPrincipal payments made\non operating lease liability - related-party \n$-  \n$(83,430)\n\nPrincipal\npayments made on operating lease liability \n$(599,438) \n$(177,417)\n\nNet cash used in operating\nactivities \n$(5,975,441) \n$(17,254,723)\n\n  \n    \n   \n\nCash flows from investing\nactivities: \n    \n   \n\nPurchases of property and\nequipment - related-party \n$-  \n$(3,582,181)\n\nPurchases of property and\nequipment \n$(2,068,086) \n$(12,339,809)\n\nProceeds\nfrom disposal of property and equipment \n$1,133,787  \n - \n\nNet cash used in investing activities \n$(934,299) \n$(15,921,990)\n\n  \n    \n   \n\nCash flows from financing\nactivities: \n    \n   \n\nBank overdrafts \n$(68,555)  \n$112,933 \n\nProceeds from issuance\nof common stock with warrants \n$10,478,606  \n$40,369,115 \n\nProceeds from warrant exercises \n$-  \n$2,834,741 \n\nRepayment of convertible\nnotes \n$-  \n$(1,497,083)\n\nRepayment of non-convertible\nnotes payable \n$(2,841,012) \n$(2,910,193)\n\nRepayment of non-convertible\nnotes payable - Related party \n$(2,300,000) \n$(4,008,057)\n\nProceeds from factoring \n$-  \n$2,843,950 \n\nRepayments of factoring \n$-  \n$(3,538,388)\n\nNet cash provided by financing\nactivities \n$5,269,039  \n$34,207,018 \n\n  \n    \n   \n\nNet (decrease)/increase\nin cash \n$(1,640,701) \n$1,030,305 \n\nCash, beginning of year \n$2,576,464  \n$1,546,159 \n\nCash,\nend of year \n$935,763  \n$2,576,464 \n\n  \n    \n   \n\nSupplemental disclosures\nof cash flow information: \n    \n   \n\nCash paid during period\nfor interest \n$798,994  \n$365,000 \n\nCash paid during period\nfor taxes \n$-  \n$- \n\n  \n    \n   \n\nSupplemental disclosure\nof non-cash investing and financing activities: \n    \n   \n\nEquipment purchased by\nissuance of non-convertible notes payable \n$6,127,989  \n$- \n\nNon-convertible notes settled\nwith disposal of property \n$3,302,469  \n$- \n\nReclassification of related\nparty note to due to related parties \n$2,300,000  \n$- \n\nDeemed dividend for exercise\nprice reduction of warrants \n$2,999,964  \n$23,953,940 \n\nDeemed dividend for conversion\nprice reduction of note \n$-  \n$52,574,896 \n\nExchange of related party\nnotes to Series D Preferred \n$-  \n$10,000,000 \n\nCommon shares issued for\ncashless exchange of warrants \n$329  \n$11,807 \n\nRounding for reverse split \n$1,490  \n$156 \n\nIncrease in right of use\nassets and operating lease liabilities \n$-  \n$1,070,298 \n\nCommon shares issued upon\nconversion of Series Z Preferred \n$-  \n$1,333 \n\nLegal fees paid out of\nwarrant exercise \n$-  \n$139,955 \n\nAssets purchased adjusted\nfrom Accounts Receivable \n$-  \n$137,500 \n\nCommon shares issued upon\nconversion of convertible notes and accrued interest \n$-  \n$2,890,818 \n\nLand purchase with issuance of Series A-1 Preferred \n$-  \n$3,300,084 \n\nLand Purchased with deed of trust notes \n$-  \n$11,699,916 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-7\n\n \n\n** **\n\n**GREENWAVE\nTECHNOLOGY SOLUTIONS, INC.**\n\nNotes\nto Consolidated Financial Statements\n\nDecember\n31, 2025 and 2024\n\n \n\n**NOTE\n1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION**\n\n \n\nGreenwave\nTechnology Solutions, Inc. (“Greenwave” or the “Company”) was incorporated in the State of Delaware on April\n26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and\nhas discontinued all operations related to this business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”),\nwhich operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon\nthe effectiveness of the Certificate of Merger in Virginia.\n\n \n\nIn\nDecember 2022, we began offering hauling services to corporate clients. We haul sand, dirt, asphalt, metal, and other materials in a\nfleet of approximately 75 trucks which we own, manage, and maintain.\n\n \n\nThe\naccompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the\nUnited States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities\nand Exchange Commission (the “SEC”). Our consolidated financial statements include the accounts of Empire Services, Inc.,\nLiverman Metal Recycling, Inc., Empire Staffing, LLC, Scrap App, Inc., and Greenwave Elite Sports Facility, Inc., our wholly owned subsidiaries.\n\n \n\n**NOTE\n2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS**\n\n \n\nAs\nof December 31, 2025, the Company had cash of $935,763 and a working capital deficit (current liabilities in excess of current assets)\nof $(18,339,586). During the year ended December 31, 2025, the net cash used in operating activities was $(5,975,441). The accumulated\ndeficit as of December 31, 2025 was $(520,910,428). These conditions raise substantial doubt about the Company’s ability to continue\nas a going concern for one year from the issuance of the consolidated financial statements.\n\n \n\nIf\nthe Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing,\nif available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing\nor additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant\ndebt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be\nimpacted by market conditions and the price of the Company’s common stock.\n\n \n\nAccordingly,\nthe accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of\nassets and satisfaction of liabilities in the normal course of business for one year from the date the consolidated financial statements\nare issued. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport\nto represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result\nshould the Company be unable to continue as a going concern.\n\n \n\n**NOTE\n3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Principles\nof Consolidation**\n\n \n\nThe\nconsolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All\nintercompany balances and transactions have been eliminated in consolidation.\n\n \n\nF-8\n\n \n\n** **\n\n**Use\nof Estimates**\n\n \n\nThe\npreparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.\nGAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure\nof contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during\nthe reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, fair values relating\nto derivative liabilities, payroll tax liabilities with interest and penalties, deemed dividends, allowance for doubtful accounts, assumptions\nused in right-of-use and lease liability calculations, valuations and impairments of intangible assets acquired in business\ncombination, estimated useful life of long-lived assets and finite life tangible assets, extinguishment & modification\nof debt and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.\n\n \n\n**Fair\nValue of Financial Instruments**\n\n \n\nThe\nFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial\nInstruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair\nvalue of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis,\nwhich approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets,\nfinancial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements\ntogether with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.\n\n \n\nThe\nCompany follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.\n\n \n\n**Cash**\n\n \n\nFor\npurposes of the consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three\nmonths or less to be cash equivalents. As of December 31, 2025 and 2024, the Company had no cash equivalents. The Company maintains its\ncash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may exceed the federally insured limit of\n$250,000 per bank. The Company minimizes this risk by placing its cash deposits with multiple major financial institutions. At December\n31, 2025 and 2024, the uninsured balances amounted to approximately $376,924 and $2,363,785, respectively.\n\n \n\n**Property\nand Equipment, net**\n\n \n\nProperty\nand equipment is stated at cost or, if acquired through a business combination, at fair value at the date of acquisition. Depreciation\nis calculated using the straight-line method over the estimated useful lives of the assets, except for leasehold improvements, which\nare depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets,\nthe cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in income. Costs\nfor repairs and maintenance are expensed as incurred. Property and equipment is pledged as collateral for certain non-convertible notes\n(see Note 8 – Advances and Non-Convertible Notes Payable).\n\n \n\n**Cost\nof Revenue**\n\n \n\nThe\nCompany’s cost of revenue consists primarily of the costs of purchasing metal from suppliers, direct costs of providing hauling\nservices to customers, and cost of other revenue, including sand.\n\n \n\n**Prepaid Expenses**\n\n** **\n\nPrepaid expenses consist of payments made in advance for goods and services that will be received\nor consumed in future periods. Such amounts are recorded as assets when paid and are recognized as expense in the period in which the\nrelated goods or services are received or the economic benefit is realized. Prepaid amounts expected to be realized within twelve months\nof the balance sheet date are classified as current assets, while amounts expected to be realized beyond twelve months are classified\nas non-current. The Company periodically evaluates prepaid expenses for recoverability and recognizes a charge to operations if it is\ndetermined that the future economic benefit associated with the prepaid asset will not be realized.\n\n \n\n**Related\nParty Transactions**\n\n \n\nParties are considered related to the Company if the parties, directly or indirectly,\nthrough one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include\nprincipal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management\nand other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies\nof the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The\nCompany discloses all related party transactions. See Note 19 – Related Party Transactions.\n\n \n\nF-9\n\n \n\n** **\n\n**Leases**\n\n \n\nThe\nCompany accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified\nas operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability,\ncalculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental\nborrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized\nover the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line\nrent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.\n\n \n\nIn\ncalculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded\nshort-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent\nexpense on a straight-line basis over the lease term. See Note 12 – Leases.\n\n \n\n**Commitments\nand Contingencies**\n\n \n\nFrom\ntime to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation\nis subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.\nExcept as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the\naggregate, a material adverse effect on our business, financial condition or operating results. See Note 11 – Commitments and Contingencies.\n\n \n\n**Revenue\nRecognition**\n\n \n\nThe\nCompany’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”)\nand generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales\nprices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s\ncontracts do not include multiple performance obligations or material variable consideration.\n\n \n\nIn\naccordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount\nthat reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes\nrevenue in accordance with that core principle by applying the following:\n\n \n\n(i)Identify\nthe contract(s) with a customer;\n\n  \n\n(ii)Identify\nthe performance obligation in the contract;\n\n  \n\n(iii)Determine\nthe transaction price;\n\n  \n\n(iv)Allocate\nthe transaction price to the performance obligations in the contract; and\n\n  \n\n(v)Recognize\nrevenue when (or as) the Company satisfies a performance obligation.\n\n \n\nThe\nCompany primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous\nand non-ferrous metals to customers. The Company also provides hauling services to certain corporate clients. The Company realizes revenue\nupon the fulfilment of its performance obligations to customers.\n\n \n\n**Accounts\nReceivable**\n\n \n\nAccounts\nreceivable represent amounts primarily due from customers on products and services rendered. These accounts receivable, which are reduced\nby an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company extends credit to customers\nunder contracts containing customary and explicit payment terms, and payment is generally required within 1 to 30 days of shipment or\nthe services being rendered.\n\n \n\nF-10\n\n \n\n \n\nThe\nCompany evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of receivable\nbalances, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of receivables\nthat may not be collected and records a provision for expected credit losses. Accounts are written off when all collection efforts\nhave been exhausted. As of December 31, 2025 and 2024, accounts receivable were $1,116,924\nand $1,254,390,\nrespectively. As of December 31, 2025 and 2024, there was a $0 allowance for doubtful,\nand no allowances were recorded for the years ended December 31, 2025 and 2024, respectively.\n\n \n\n**Inventories**\n\n \n\nAlthough\nthe Company ships ferrous and non-ferrous metals multiple times per day, it maintains inventories consisting of processed and unprocessed\nscrap metal, used and salvaged vehicles, and supplies. Inventories are valued at the lower of cost or net realizable value. Inventory\ncost is determined using the first-in, first-out (FIFO) method. Finished goods are valued at net realizable value as cost is not readily\ndeterminable. The value of inventories was $2,240,943 and $2,889,682 as of December 31, 2025 and 2024, respectively. See Note 5 –\nInventories.\n\n \n\n**Advertising**\n\n \n\nThe\nCompany expenses advertising costs as incurred. Advertising costs were $173,445 and $53,147 for the years ended December 31, 2025 and\n2024, respectively.\n\n \n\n**Stock-Based\nCompensation**\n\n \n\nStock-based\ncompensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based\nawards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes\noption pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including\nestimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value\nof stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application\nof management’s judgment.\n\n \n\n**Income\nTaxes**\n\n \n\nThe\nCompany follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes.\nDeferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets\nand liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.\nDeferred income tax expenses or benefits are based on the changes in the asset or liability during each period.\n\n \n\nIf\navailable evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized,\na valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future\nchanges in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income\ntaxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes\nin different periods. See “Note 18 – Income Taxes.”\n\n \n\n**Convertible\nInstruments**\n\n \n\nU.S.\nGAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial\ninstruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of\nthe embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract,\n(b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value\nunder otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and\n(c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.\n\n \n\nF-11\n\n \n\n \n\nAn\nexception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing\nLiabilities From Equity.”\n\n \n\n**Deemed\nDividends**\n\n \n\nThe\nCompany records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of\nthe warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares\nfor convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred\nshares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount\non preferred stock resulting from recognition of a beneficial conversion feature.\n\n \n\n**Issuance\nof Debt Instruments With Detachable Stock Purchase Warrants**\n\n \n\nProceeds\nfrom the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based\non the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion\nof the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to\nthe debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative\nto the debt instrument, which is amortized to interest expense using the effective interest rate method.\n\n \n\n**Derivative\nFinancial Instruments**\n\n \n\nThe\nCompany classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company\nwith a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such\ncontracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require\nnet-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s\ncontrol); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).\nThe Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to\ndetermine whether a change in classification between assets and liabilities is required.\n\n \n\nThe\nCompany’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance\nof debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives\nto assess their proper classification in the balance sheet as of December 31, 2025 and 2024 using the applicable classification criteria\nenumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise\nfeatures did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could\nnot ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record\nthe derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at\nthe end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred\nstock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into\nshares of common stock.\n\n \n\n**Environmental\nRemediation Liability**\n\n \n\nThe\noperations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws\nand regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the\nCompany for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon\nthe Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable\nenvironmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance.\n\n \n\nF-12\n\n \n\n \n\nThe\nCompany continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals\nas information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are\nissued. At December 31, 2025 and 2024, the Company had accruals reported on the balance sheet as current liabilities of $0 and $0, respectively.\n\n \n\nActual\ncosts incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and\nmagnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation\nwith respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore\nwould not be included in our current liabilities.\n\n \n\n**Long-Lived\nAssets**\n\n \n\nThe\nCompany reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances\nindicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management\nat least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the\nfuture undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment\nto be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived\nassets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated\nat cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five 5 to ten years. When retired\nor otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference\nless any amount realized from disposition, is reflected in earnings. The estimated useful lives of the Intellectual Property, Customer\nList, and Licenses assumed in the Empire acquisition is 5 years, 10 years, and 10 years, respectively. See Note 7 – Amortization\nof Intangible Assets.\n\n \n\n**Segment\nReporting**\n\n \n\nThe\nCompany determines its operating segments in accordance with ASC 280, *Segment Reporting*, as updated by ASU 2023-07, *Segment\nReporting (Topic 280): Improvements to Reportable Segment Disclosures*. Operating segments are defined as components of the business\nfor which discrete financial information is available and that are regularly reviewed by the Chief Executive Officer, who is the Company’s\nchief operating decision maker (“CODM”), in assessing performance and allocating resources.\n\n \n\nThe\nCompany has identified three operating segments based on its differentiated products and services: Scrap Metal Recycling, Hauling, and\nOther (primarily comprised of rental income). The CODM evaluates performance using revenues, gross profit, and operating cash flows on\nboth an operating segment basis and a consolidated basis. Operating expenses, including selling, general and administrative expenses,\ndepreciation and amortization, and other operating costs, are managed centrally and are not allocated to individual operating segments.\n\n \n\nThe\nCompany has determined that its operating segments exhibit similar economic characteristics and are similar in nature with respect to\nproducts and services, production processes, customer types, and methods of distribution. As a result, the Company has aggregated its\noperating segments into a single reportable segment for financial reporting purposes. The Company operates in one geographic segment,\nthe United States of America.\n\n \n\nThe\nCompany adopted ASU 2023-07 for the year ended December 31, 2024. Additional information about the Company’s operating segments\nand related disclosures is provided in *Note 20 – Segment Reporting.*\n\n \n\n**Net\nEarnings (Loss) Per Common Share**\n\n \n\nThe\nCompany computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing\nnet loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented,\nwould include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock\nusing the “treasury stock” and/or “if converted” methods, as applicable.\n\n \n\nF-13\n\n \n\n \n\nThe\ncomputation of basic and diluted income (loss) per share, for the year ended December 31, 2025 and 2024 excludes potentially dilutive\nsecurities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the\ncommon stock during the period.\n\n \n\nPotentially\ndilutive securities excluded from the computation of basic and diluted net loss per share are as follows:\n\n SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE\n\n  \nDecember 31,  \nDecember 31, \n\n  \n2025  \n2024 \n\nCommon shares issuable upon conversion of convertible\nnotes \n -  \n - \n\nOptions to purchase common shares \n 206  \n 7 \n\nWarrants to purchase common shares \n 3,421  \n 104,308 \n\nCommon shares issuable\nupon conversion of preferred stock \n 373,334  \n 106,736 \n\nTotal potentially dilutive\nshares \n 376,961  \n 211,051 \n\n \n\nOn\nAugust 20, 2025, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of\nIncorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.001 per share, in the ratio of\n1-for-110, which was effective at 5:00 p.m., eastern time, on August 22, 2025. Pursuant to GAAP, the Company retrospectively\nrecasted and restated the weighted-average shares included within its consolidated statements of operations for the years ended\nDecember 31, 2025 and 2024. The basic and diluted weighted-average common shares are retroactively converted to shares of the\nCompany’s common stock to conform to the recasted consolidated statements of stockholders’ equity.\n\n \n\n**Recent\nAccounting Pronouncements**\n\n \n\n**Income\nTaxes**\n\n \n\nIn December 2023, the FASB issued Accounting\nStandards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09\nrequires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information.\nIn particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional\ninformation for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis,\nthe amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions\nabove a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective\nbasis, with retrospective application permitted for all prior periods presented. The Company adopted ASU 2023-09 for the annual period\nending December 31, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements\nbut resulted in enhanced income tax disclosures.\n\n \n\n**Recently\nIssued Accounting Pronouncements Not Yet Adopted**\n\n \n\n**Disclosure\nImprovements**\n\n \n\nIn\nOctober 2023, the FASB issued Accounting Standards Update No. 2023-06, Disclosure Improvements: Codification Amendments in Response to\nthe SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 incorporates into the FASB Accounting\nStandards Codification 14 of the 27 disclosure and presentation requirements that were referred to the FASB by the SEC in connection\nwith the SEC’s Disclosure Update and Simplification Initiative (SEC Release No. 33-10532). The amendments modify or add various disclosure\nand presentation requirements across a number of Codification topics. The effective date for each amendment will be the date on which\nthe SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption\nprohibited. If by June 30, 2027 the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the related\namendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the\nimpact of this guidance but does not expect it to have a material impact on its consolidated financial statements or disclosures.\n\n \n\n**Disaggregation\nof Income Statement Expenses**\n\n \n\nIn\nNovember 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation\nDisclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses\nbe disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they\nare disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required\nto disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for\nthe Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either\nprospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its\ndisclosures.\n\n \n\n**Credit\nLosses – Accounts Receivable and Contract Assets**\n\n \n\nIn\nJuly 2025, the FASB issued Accounting Standards Update No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of\nCredit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides all entities with a practical\nexpedient, and entities other than public business entities with an additional accounting policy election, when estimating expected credit\nlosses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. Under the\npractical expedient, an entity may assume that current economic conditions as of the balance sheet date remain unchanged over the forecast\nperiod, and is therefore not required to develop reasonable and supportable forecasts of future economic conditions for those assets.\nThe standard is effective for the Company for annual reporting periods beginning January 1, 2026, and interim periods within those annual\nperiods, applied on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this guidance\non its consolidated financial statements.\n\n \n\nThere\nare other various updates recently issued, most of which represented technical corrections to the accounting literature or application\nto specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash\nflows.\n\n \n\nF-14\n\n \n\n \n\n**NOTE\n4 – CONCENTRATIONS OF RISK**\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, no supplier accounted for more than 5% of the Company’s cost of revenues.\n\n \n\nAccounts\nReceivable\n\n \n\nThe\nCompany has a concentration of credit risk with its accounts receivable balance. At December 31, 2025, seven certain large customers\nindividually accounted for $159,073,\n$143,994,\n$113,939, $95,381,\n$88,446, $79,048,\nand $70,322,\nor 14.24%,\n12.89%, 10.20%, 8.54%, 7.92%, 7.08%,\nand 6.30%,\nrespectively. At December 31, 2024, six certain large customers individually\naccounted for $156,535,\n$145,703,\n$140,978,\n$130,518,\n$109,900,\n$83,387,\nand $67,214,\nor 12.48%, 11.62%, 11.24%, 10.40%, 8.76%, 6.65%,\nand 5.36%,\nrespectively.\n\n \n\nCustomer\nConcentrations\n\n \n\nThe Company has a concentration of customers. For the fiscal year ended\nDecember 31, 2025, two large customers individually accounted for $12,073,690 and $5,482,886, or approximately 25.88% and 11.75% of our\nrevenues, respectively. For the fiscal year ended December 31, 2024, two large customers individually accounted for $18,654,928 and $1,683,325,\nor approximately 55.99% and 5.05% of our revenues, respectively.\n\n \n\nSupplier Concentrations\n\n \n\nThe Company does not have a concentration of suppliers.\n\n \n\nThe\nCompany’s sales are concentrated in the Virginia and northeastern North Carolina markets.\n\n \n\n**NOTE\n5 – INVENTORIES**\n\n \n\nInventories\nconsisted of the following as of:\n\n SCHEDULE OF INVENTORIES\n\n  \nDecember 31,  \nDecember 31, \n\n  \n2025  \n2024 \n\nProcessed and unprocessed scrap\nmetal \n$2,240,943  \n$2,889,682 \n\nFinished products \n -  \n - \n\nInventories \n$2,240,943  \n$2,889,682 \n\n \n\n**NOTE\n6 – PROPERTY AND EQUIPMENT**\n\n \n\nOn\nDecember 2, 2024, the Company entered into a Contract of Sale (the “Contract of Sale”) with DWM Properties LLC (“DWM”),\nKPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the “Sellers”), in each case, an entity affiliated with Danny\nMeeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises (as defined in the\nContract of Sale) held by the Sellers for an aggregate purchase price of $15,000,000, to be allocated among the seven parcels comprising\nthe Premises and the Licenses and Permits (as defined in the Contract of Sale), as more fully described in the Contract of Sale. The\ntransaction closed on December 2, 2024.\n\n \n\nThe\npurchase 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\n$0.001 per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $3,300,084 and (ii) the issuance of\na promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $11,699,916. The DWM Note bears interest\nat 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\n28, 2025 and March 31, 2025 (each, a “Payment Date”); provided, that if payment on a Payment Date would cause the Company’s\ncash balance to be less than $3,000,000, then such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company\nshall make all payments owed under the DWM Note within 12 months from the date of issuance. In addition, if the Company exercises a 30\nday extension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request\nto confirm the Company’s cash balance.\n\n \n\nProperty\nand equipment as of December 31, 2025 and 2024 is summarized as follows:\n\n SCHEDULE OF PROPERTY AND EQUIPMENT\n\n  \nDecember 31,  \nDecember 31, \n\n  \n2025  \n2024 \n\nMachinery & Equipment \n$19,658,607  \n$18,467,955 \n\nFurniture & Fixtures \n 6,128  \n 6,128 \n\nVehicles \n 21,742,353  \n 20,679,716 \n\nLeaseholder Improvement \n 2,036,384  \n 1,886,384 \n\nLand \n 3,641,579  \n 3,641,579 \n\nBuildings \n 724,170  \n 724,170 \n\nSubtotal \n 47,809,221  \n 45,405,932 \n\nProperty and equipment, gross \n 47,809,221  \n 45,405,932 \n\nLess accumulated depreciation \n (11,961,211) \n (7,974,269)\n\nProperty and equipment,\nnet \n$35,848,010  \n$37,431,663 \n\n \n\nDepreciation\nexpense for the years ended December 31, 2025 and 2024 was $5,706,278\nand $4,379,393,\nrespectively. Impairment of equipment for the years ended December 31, 2025 and 2024 was $0\nand $439,086,\nrespectively. Loss on assets for the years ended December 31, 2025 and 2024 was $0\nand $12,338,550,\nrespectively due to loss on a related-party asset purchase. Gain on assets for the years ended December 31, 2025 and 2024 was $202,466\nand $0,\nrespectively due to loss on a non related-party asset purchase. For the year ended December 31, 2024, the Company wrote off its fully\ndepreciated equipment in the amount of $1,474,750\nand also fully wrote off impaired equipment in\nthe amount of $624,462.\nFor the year ended December 31, 2025, the Company wrote off its fully depreciated equipment in the amount of $19,427.\n\n \n\nF-15\n\n \n\n \n\n**NOTE\n7 – AMORTIZATION OF INTANGIBLE ASSETS**\n\n \n\nAll\nof the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021.\nIdentified intangible assets consisted of the following at the dates indicated below:\n\n SCHEDULE OF INTANGIBLE ASSETS\n\n \n\n  \nDecember\n31, 2025  \nRemaining\n\n  \nGross carrying  \nAccumulated  \nCarrying  \nestimated\n\n  \namount  \namortization  \nvalue  \nuseful\nlife\n\nIntellectual Property \n$3,036,000  \n$(2,580,600) \n$455,400  \n1 year\n\nCustomer List \n 2,239,000  \n (951,575) \n 1,287,425  \n6 years\n\nLicenses \n 21,274,000  \n (9,041,450) \n 12,232,550  \n6 years\n\nTotal intangible assets,\nnet \n$26,549,000  \n$(12,573,625) \n$13,975,375  \n \n\n \n\n  \nDecember 31, 2024  \nRemaining\n\n  \nGross carrying  \nAccumulated  \nCarrying  \nestimated\n\n  \namount  \namortization  \nvalue  \nuseful life\n\nIntellectual Property \n$3,036,000  \n$(1,973,400) \n$1,062,600  \n2 years\n\nCustomer List \n 2,239,000  \n (727,675) \n 1,511,325  \n7 years\n\nLicenses \n 21,274,000  \n (6,914,050) \n 14,359,950  \n7 years\n\nTotal intangible assets, net \n$26,549,000  \n$(9,615,125) \n$16,933,875  \n \n\n \n\nThere\nwere no intangible assets acquired during the years ended December 31, 2025 and 2024.\n\n \n\nAmortization\nexpense for intangible assets was $2,958,500 and $2,958,500 for the years ended December 31, 2025 and 2024, respectively. Total estimated\namortization expense for our intangible assets for the years 2026 through 2029 is as follows:\n\n SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS\n\nYear\nended December 31, \n  \n\n2026 \n$2,806,700 \n\n2027 \n 2,351,300 \n\n2028 \n 2,351,300 \n\n2029 \n 2,351,300 \n\n2030 \n 2,351,300 \n\nThereafter \n 1,763,475 \n\n \n\n**NOTE\n8 – ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE**\n\n \n\n**Factoring\nAdvances**\n\n \n\nOn\nFebruary 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $1,340,000 for a purchase price of\n$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\nCompany’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments\nin the amount $25,800 through January 2025. The advance matured on January 23, 2025. There was amortization of debt discount of $370,000\nduring the year ended December 31, 2024. The Company made cash repayments of $606,400 during the year ended December 31, 2024. The Company\nrealized a $733,600 gain on settlement during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance\nhad a balance of $0, net an unamortized debt discount of $0. The advance is retired.\n\n \n\nOn\nFebruary 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $822,000 for a purchase price of $572,950.\nThere was an origination fee of $27,050. There were cash proceeds of $572,950 during the year ended December 31, 2024. The Company’s\nChief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount\n$30,444 through August 2024. The advance matured on August 31, 2024. There was amortization of debt discount of $249,050 during the year\nended December 31, 2024. The Company made cash repayments of $668,556 during the year ended December 31, 2024. There was a gain on settlement\n$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\nunamortized debt discount of $0. The advance is retired.\n\n \n\nOn\nFebruary 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $559,600 for a purchase price of $376,000.\nThere was an origination fee of $24,000. There were cash proceeds of $376,000 during the year ended December 31, 2024. The Company’s\nChief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount\n$25,436 through July 2024. The advance matured on July 15, 2024. There was amortization of debt discount of $183,600 during the year\nended December 31, 2024. The Company made cash repayments of $544,745 during the year ended December 31, 2024. There was a gain on settlement\n$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\ndebt discount of $0. The advance is retired.\n\n \n\nOn\nMarch 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $1,499,000 for a purchase price of $700,000.\nThere was an origination fee of $300,000. There were cash proceeds of $700,000 during the year ended December 31, 2024. The Company’s\nChief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount\n$125,000 through June 2024. The advance matured on June 6, 2024. There was amortization of debt discount of $799,000 during the year\nended December 31, 2024. The Company made cash repayments of $1,375,000 during the year ended December 31, 2024. There was a gain on\nsettlement $124,000 during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of\n$0, net an unamortized debt discount of $0. The advance is retired.\n\n \n\nF-16\n\n \n\n \n\nOn\nMarch 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $374,750 for a purchase price of $225,000.\nThere was an origination fee of $25,000. There were cash proceeds of $225,000 during the year ended December 31, 2024. The Company’s\nChief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount\n$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\nDecember 31, 2024. The Company made cash repayments of $343,688 during the year ended December 31, 2024. There was a gain on settlement\n$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\ndebt discount of $0. The advance is retired.\n\n \n\nThe\nremaining advances are for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption\nfrom the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation\nD thereunder in 2018. As of December 31, 2025 and 2024, the Company owed $85,000 for Simple Agreements for Future Tokens.\n\n \n\n**Non-Convertible\nNotes Payable**\n\n \n\nOn\nApril 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the\nCompany’s Chief Executive Officer in the principal amount of $74,186. GM Financial financed $65,000 of the purchase price of the\nvehicle and the Company was required to make a $10,000 down payment. There was a $2,400 rebate applied to the purchase price. The Company\nis required to make 60 monthly payments of $1,236. During the years ended December 31, 2025 and 2024, the Company made $9,281 and $31,330\nin payments towards the financing agreement, respectively. There was amortization of debt discount of $4,306 and $1,792 during the years\nended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the financing agreement had a balance of $0 and $4,875,\nnet an unamortized debt discount of $0 and $4,306, respectively.\n\n \n\nOn\nApril 21, 2022, the Company entered into a secured promissory note in the principal amount of $964,470\nfor the financing and installation of a piece of equipment in the amount $750,000.\nThe Company is required to make monthly payments in the amount $6,665\nthrough October 2022 and monthly payments of $19,260\nuntil October 2026. The note bears an interest rate of 10.6%,\nis secured by certain assets of the Company, and matures on October 21, 2026. During the years ended December 31, 2025 and 2024, the\nCompany made $244,963\nand $202,747\nin payments towards the note, respectively. There was additional interest of $16,148 booked during the year ended December 31, 2025.\nThere was amortization of debt discount of $65,950\nand $57,294\nduring the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $176,792\nand $310,476\nnet an unamortized debt discount of $(61,471)\nand $49,802,\nrespectively.\n\n \n\nOn\nSeptember 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal\namount of $600,000,\nbears an interest rate of 6.5%,\nand matures on September 1, 2032. The Company is required to make monthly payments of $4,476\nuntil September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of\n$17,338\nand $17,903\nduring the years ended December 31, 2025 and 2024, respectively. The Company made interest payments of $31,614\nand $35,809\nduring the years ended December 31 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a principal balance\nof $543,988\nand $561,324,\nrespectively and accrued interest of $0 and $2,999.\n\n \n\nOn\nSeptember 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal\namount of $600,000,\nbears an interest rate of 6.5%,\nand matures on September 1, 2032. The Company is required to make monthly payments of $4,476\nuntil September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of\n$17,338\nand $17,903\nduring the years ended December 31, 2025 and 2024, respectively. The Company made interest payments of $31,614\nand $35,809\nduring the years ended December 31 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a principal balance\nof $543,988\nand $561,324,\nrespectively and accrued interest of $0 and $2,999.\n\n \n\nF-17\n\n \n\n \n\nOn\nSeptember 14, 2022, the Company entered into a secured promissory note in the principal amount of $2,980,692 for a purchase price of\n$2,505,000. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount $82,797\nthrough September 2025. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on September\n14, 2025. There was amortization of debt discount of $56,316 and $112,006 and a gain on settlement of $33,027 and $0 recorded during\nthe years ended December 31, 2025 and 2024, respectively. There were payments of $667,123 and $805,182 towards the note during the years\nended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $0 and $575,616 net an unamortized\ndebt discount of $0 and $59,478, respectively.\n\n \n\nOn\nNovember 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,539,630 for a purchase price of $1,078,502.\nThe note is secured by certain assets of the Company. A non-cash adjustment of $439,500 was recorded on disposal of assets. The Company\nis required to make monthly payments in the amount of $10,410 through March 2023 and then monthly payments in the amount of $20,950 through\nMarch 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There\nwas amortization of debt discount of $247,899 and $104,107 during the years ended December 31, 2025 and 2024, respectively. There were\npayments of $87,047 and $220,860 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 2024 the note\nhad a balance of $0 and $680,674 net an unamortized debt discount of $0 and $247,897, respectively.\n\n \n\nOn\nNovember 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.\n$586,000 of this balance was settled against the disposal of property and equipment. The note is secured by certain assets of the Company.\nThe Company is required to make monthly payments in the amount of $10,630 through March 2023 and then monthly payments in the amount\nof $21,225 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on\nMarch 5, 2029. There was amortization of debt discount of $254,642 and $107,423 during the years ended December 31, 2025 and 2024, respectively.\nThere were payments of $79,696 and $223,759 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025\nand 2024 the note had a balance of $0 and $689,613 net an unamortized debt discount of $0 and $249,740, respectively.\n\n \n\nOn\nNovember 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.\nThe note is secured by certain assets of the Company. A non-cash adjustment of $439,500 was recorded on disposal of assets. The Company\nis required to make monthly payments in the amount of $10,860 through March 2023 and then monthly payments in the amount of $21,740 through\nMarch 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There\nwas amortization of debt discount of $216,411 and $108,233 during the years ended December 31, 2025 and 2024, respectively. There were\npayments of $82,870 and $229,388 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 2024, the note\nhad a balance of $0 and $706,341 net an unamortized debt discount of $0 and $255,835, respectively.\n\n \n\nOn December 15, 2022, the Company entered into a secured promissory note in the principal amount\nof $1,557,435 for a purchase price of $1,093,380. The note is secured by certain assets of the Company. A non-cash adjustment of $439,000\nwas recorded on disposal of assets. The Company is required to make monthly payments in the amount of $10,585 through March 2023 and then\nmonthly payments in the amount of $21,190 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of\nthe Company, and matures on March 15, 2029. There was amortization of debt discount of $250,101 and $103,266 during the years months ended\nDecember 31, 2025 and 2024, respectively. There were payments of $51,787 and $223,818 during the years ended December 31, 2025, and 2024,\nrespectively. As of December 31, 2025 and 2024, the note had a balance of $0 and $687,948 net an unamortized debt discount of $0 and $250,101,\nrespectively.\n\n \n\nOn\nJanuary 10, 2023, the Company entered into a secured promissory note in the principal amount of $1,245,018\nfor a purchase price of $1,021,500.\nThe note is secured by certain assets of the Company. There were cash proceeds of $1,000,000.\nThe Company is required to make monthly payments in the amount of $10,365\nthrough March 2023 and then monthly payments in the amount of $34,008\nthrough March 2026. The note bears an interest rate of 10.6%,\nis secured by certain assets of the Company, and matures on March 10, 2026. There was amortization of debt discount of $41,021\nand $64,534\nduring the years ended December 31, 2025 and 2024, respectively. There were payments of $276,154\nand $330,875\nduring the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025\nand 2024, the note had a balance of $133,752\nand $381,903\nnet an unamortized debt discount of $50,416 and\n$78,419,\nrespectively.\n\n \n\nF-18\n\n \n\n \n\nOn\nJanuary 12, 2023, the Company entered into a secured promissory note in the principal amount of $1,185,810\nfor a purchase price of $832,605.\nThe note is secured by certain assets of the Company. There were non-cash proceeds of $832,605\nused to purchase equipment, as well as a non-cash adjustment of $289,033\non disposal of assets. The Company is required to make monthly payments in the amount of $8,030\nthrough April 2023 and then monthly payments in the amount of $16,135\nthrough April 2028. The note bears an interest rate of 10.6%,\nis secured by certain assets of the Company, and matures on April 12, 2028. There was amortization of debt discount of $67,928\nand $79,231\nduring the years ended December 31, 2025 and 2024, respectively. There were payments of $43,355\nand $156,933\nduring the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $0\nand $531,871\nnet an unamortized debt discount of $0\nand $185,515,\nrespectively. During the year ended December 31, 2025, an additional non-cash adjustment for $219,069\nwas recorded on disposal of assets and a $190,438\ngain on settlement was recorded for early payoff on this note.\n\n \n\nOn\nFebruary 23, 2023, the Company entered into a secured promissory note in the principal amount of $822,040\nfor a purchase price of $628,353.\nThe note is secured by certain assets of the Company. There were non-cash proceeds of $628,253\nused to purchase equipment. The Company is required to make monthly payments in the amount of $6,370\nthrough June 2023 and then monthly payments in the amount of $16,595\nthrough June 2027. The note bears an interest rate of 10.6%,\nis secured by certain assets of the Company, and matures on June 23, 2027. There was amortization of debt discount of $10,974 and\n$64,812\nduring years ended December 31 2025 and 2024, respectively. There were payments of $183,631\nand $232,826\nduring the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the\nnote had a balance of $242,229\nand $346,227\nnet an unamortized debt discount of $340,909\nand $54,034,\nrespectively.\n\n \n\nOn\nFebruary 24, 2023, the Company entered into a secured promissory note in the principal amount of $1,186,580 for\na purchase price of $832,605.\nThe note is secured by certain assets of the Company. There were non-cash proceeds of $832,605 used\nto purchase equipment. The Company is required to make monthly payments in the amount of $9,185 through\nJune 2023 and then monthly payments in the amount of $23,955 through\nJune 2027. The note bears an interest rate of 10.6%,\nis secured by certain assets of the Company, and matures on June 24, 2027. There were additional fees incurred of $8,733 and\n$21,380 during\nthe years ended December 31, 2024 and 2023, respectively. The company recorded additional interest adjusted to debt discount\namounting to $113,839. There was amortization of debt discount of $(10,491)\nand $107,570 during\nthe years ended December 31, 2025 and 2024, respectively. There were payments of $191,967 and\n$174,746 during\nthe years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $349,636 and\n$494,748 net\nan unamortized debt discount of $(229,154)\nand $292,226,\nrespectively.\n\n \n\nOn\nApril 12, 2023, the Company entered into a secured promissory note in the principal amount of $317,415 for\na purchase price of $219,676.\nThe note is secured by certain assets of the Company. There were non-cash proceeds of $219,676 used\nto purchase equipment. The Company is required to make monthly payments in the amount of $2,245 through\nAugust 2023 and then monthly payments in the amount of $4,315 through\nJuly 2027. The note bears an interest rate of 10.6%,\nis secured by certain assets of the Company, and matures on July 12, 2029. There were payments of $61,249 and\n$41,589 during\nthe years ended December 31, 2025 and 2024, respectively and $150,466 and\n$0 of\nthis balance, respectively, was settled against the disposal of property and equipment. The company recorded additional interest\nadjusted to debt discount amounting to $150,466. There was amortization of debt discount of $(58,547)\nand $3,480 during\nthe years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $0 and\n$145,554 net\nan unamortized debt discount of $0 and\n$66,158,\nrespectively.\n\n \n\nF-19\n\n \n\n \n\nOn\nDecember 2, 2024, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief\nExecutive Officer in the principal amount of $11,699,916.\nThe note was for the purchase of certain land and permits from an entity controlled by the Company’s Chief Executive Officer\nand is secured by such property. There were non-cash proceeds of $11,699,916\nused to purchase the land and equipment. The note matures on March 31, 2025 and accrues interest at 10%\nper annum. The note requires monthly payments of $2,983,309,\nhowever in the event such payment would result in the Company having less than $3\nmillion cash on hand, such payment is delayed without penalty until the following month and the maturity date of the note extended.\nThere was amortization of debt discount of $0\nduring the years ended December 31, 2025 and 2024. The Company made payments of $2,300,000\ntowards the principal of the note during the year ended December 31, 2025. As of December 31, 2025 and 2024, the note had a\nprincipal balance and accrued interest of $5,391,859\nand $7,691,859,\nrespectively. Subsequent to December 31, 2025, the note was extended to March 31, 2026, and then further extended to June 30, 2026.\n\n \n\nOn\nFebruary 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,373,040\nfor a purchase price of $1,026,844.\nThe note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $19,070.\nThe note matures on February 3, 2031. There was amortization of debt discount of $62,495\nand $0\nduring the years ended December 31, 2025 and 2024, respectively. There were payments of $172,630\nand $0\nduring the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $911,784\nand $0\nnet of an unamortized debt discount of $288,626\nand $0,\nrespectively.\n\n \n\nOn\nFebruary 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,000,107\nfor a purchase price of $769,383.\nThe note is secured by certain assets of the Company. There were non-cash proceeds of $29,853\nused to purchase equipment. The Company is required to make\nmonthly payments in the amount of $14,305.\nThe note matures on February 3, 2031. There was amortization of debt discount of $35,205\nand $0\nduring the years ended December 31, 2025 and 2024, respectively.\nThere were payments of $128,745\nand $0\nduring the years ended December 31, 2025 and 2024, respectively.\nAs of December 31, 2025 and 2024, the note had a balance of $684,050\nand $0\nnet of an unamortized debt discount of $187,312\nand $0,\nrespectively.\n\n \n\nOn\nFebruary 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,517,127 for a purchase price of $1,167,350.\nThe note is secured by certain assets of the Company. There were non-cash proceeds of $45,273 used to purchase equipment. The Company\nis required to make monthly payments in the amount of $21,700. The note matures on February 3, 2031. There was amortization of debt discount\nof $17,670 and $0 during the years ended December 31, 2025 and 2024, respectively. There were payments of $196,300 and $0 during\nthe years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance\nof $1,037,443 and $0 net of an unamortized debt discount of $283,384 and $0, respectively.\n\n \n\nOn\nFebruary 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,213,693 for a purchase price of $898,653.\nThe note is secured by certain assets of the Company. There were non-cash proceeds of $36,227 used to purchase equipment. The Company\nis required to make monthly payments in the amount of $17,360. The note matures on February 3, 2031. There was amortization of debt discount\nof $12,656 and $0 during the years ended December 31, 2025 and 2024, respectively. There were payments of $156,240 and $0 during\nthe years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance\nof $830,115 and $0 net of an unamortized debt discount of $227,338 and $0, respectively.\n\n \n\nOn\nMay 28, 2025, the Company entered into a secured promissory note in the principal amount of $1,658,880\nfor a purchase price of $1,240,690.\nThe note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $23,040.\nThe note matures on May 28, 2031. There was amortization of debt discount of $7,228\nand $0\nduring the years ended December 31, 2025 and 2024, respectively. There were payments of $101,400\nand $0\nduring the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $1,169,642\nand $0\nnet of an unamortized debt discount of $397,078\nand $0,\nrespectively.\n\n \n\nOn\nMay 28, 2025, the Company entered into a secured promissory note in the principal amount of $1,327,680\nfor a purchase price of $992,852.\nThe note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $7,383.\nThe note matures on May 28, 2031. There was amortization of debt discount of $4,153\nand $0\nduring the years ended December 31, 2025 and 2024, respectively. There were payments of $71,903\nand $0\nduring the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $925,765\nand $0\nnet of an unamortized debt discount of $320,772\nand $0,\nrespectively.\n\n \n\nThe\nfollowing table details the current and long-term principal due under non-convertible notes as of December 31, 2025.\n\n SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE\n\n  \nPrincipal  \nPrincipal \n\n  \n(Current)  \n(Long\nTerm) \n\nNon-Convertible Note (Issued March 8, 2019) \n$-  \n$5,000 \n\nDeed of Trust Note (Issued September 1, 2022) \n 53,712  \n 490,276 \n\nDeed of Trust Note (Issued September 1, 2022) \n 53,712  \n 490,276 \n\nEquipment Finance Note (Issued April 21, 2022) \n 115,321  \n - \n\nEquipment Finance Note (Issued January 10,\n2023) \n 184,169  \n - \n\nEquipment Finance Note (Issued February 24,\n2023) \n 120,482  \n - \n\nEquipment Finance Note (Issued February 23,\n2023) \n 199,140  \n 383,999 \n\nEquipment Finance Note (Issued February 3,\n2025) \n 228,840  \n 971,570 \n\nEquipment Finance Note (Issued February 3,\n2025) \n 171,660  \n 699,702 \n\nEquipment Finance Note (Issued February 3,\n2025) \n 260,400  \n 1,060,427 \n\nEquipment Finance Note (Issued February 3,\n2025) \n 208,320  \n 849,133 \n\nEquipment Finance Note (Issued May 28, 2025) \n 276,480  \n 970,057 \n\nEquipment Finance Note (Issued May 28, 2025) \n 88,599  \n 1,478,121 \n\nSAFTs \n -  \n 85,000 \n\nDWM Property Note \n 5,391,859  \n - \n\nDebt Discount \n (162,391) \n (1,642,823)\n\nTotal Principal of Non-Convertible Notes \n$7,190,303  \n$5,840,738 \n\n \n\nTotal\nprincipal payments due on non-convertible notes for 2026 through 2028 and thereafter is as follows:\n\n SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES\n\nYear\nended December 31, \n  \n\n2026 \n$7,352,695 \n\n2027 \n 1,540,863 \n\n2028 \n 1,526,582 \n\n2029 \n 1,341,723 \n\nThereafter \n 3,074,392 \n\n \n\nF-20\n\n \n\n \n\n**NOTE\n9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES**\n\n \n\nAs\nof December 31, 2025 and 2024, the Company owed accounts payable and accrued expenses of $8,043,143 and $5,893,351, respectively. These\nare primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.\n\n SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES\n\n  \nDecember 31,  \nDecember 31, \n\n  \n2025  \n2024 \n\nAccounts Payable \n$2,950,052  \n$2,364,398 \n\nCredit Cards \n 37,400  \n 25,118 \n\nAccrued Interest \n 2,849,977  \n 2,439,466 \n\nAccrued Expenses \n 2,205,714  \n 1,064,369 \n\nTotal Accounts Payable\nand Accrued Expenses \n$8,043,143  \n$5,893,351 \n\n \n\n**NOTE\n10 – ACCRUED PAYROLL AND RELATED EXPENSES**\n\n \n\nThe\nCompany is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also\nincluding payroll for 2018, 2019, 2020, and 2021. As of December 31, 2025 and 2024, the Company owed payroll tax liabilities,\nincluding penalties, of $3,946,411\nto federal and state taxing authorities and $2,798,904 to federal and state governments. The actual liability may be higher or lower due to\ninterest or penalties assessed by federal and state taxing authorities.\n\n \n\n**NOTE\n11 – COMMITMENTS AND CONTINGENCES**\n\n \n\nFrom\ntime to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation\nis subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.\nExcept as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the\naggregate, a material adverse effect on our business, financial condition or operating results.\n\n \n\nOn\nOctober 25, 2024, Arena Special Opportunities Fund, LP and other related entities (“Arena”) filed a lawsuit in New York State\nCourt (the “Action”). The complaint for the lawsuit alleges, among other things, a purported breach of contract based on\nan alleged equity conditions failure. The Company believes that the Action lacks merit. In the event this Action is not summarily dismissed,\nthe Company intends to vigorously defend against it.\n\n \n\nAs\npreviously reported on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification\nDepartment (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set\nforth in Nasdaq Listing Rule 5550(a)\n\n \n\n(2)\nfor continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the\nCompany’s common stock had been below $1.00 per share for 30 consecutive business days. The Notice indicated that the Company has\n180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement.\n\n \n\nOn\nMarch 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement,\nthe Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum\nBid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A). On August 20, 2025, the Company filed a Certificate of Amendment (the “Certificate\nof Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse\nstock split of its issued common stock, par value $0.001 per share, in the ratio of 1-for-110 (the “Reverse Stock Split”),\nwhich was effective at 5:00 p.m., eastern time, on August 22, 2025.\n\n \n\nF-21\n\n \n\n \n\nOn\nSeptember 9, 2025, the Company received formal notice from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market\nLLC that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).\n\n \n\nOn\nMay 23, 2025, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC regarding the Company’s\nfailure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (the “Q1 Form 10-Q”)\nwith the SEC. The Company previously submitted a plan to Nasdaq to regain compliance with respect to the delinquent Q1 Form 10-Q, and\nNasdaq granted the Company an exception until August 22, 2025, to evidence compliance with Nasdaq Listing Rule 5250(c)(1).\n\n \n\nOn\nAugust 22, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure to\ntimely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (the “Q2 Form 10-Q”). The Staff\ninformed the Company that is has until September 8, 2025 to submit an updated plan to regain compliance with Nasdaq Listing Rule 5550(a)(2).\nOn September 5, 2025, the Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its plan to evidence\ncompliance by 180 calendar days from the due date of the Q1 Form 10-Q, or until November 17, 2025.\n\n \n\nOn\nNovember 18, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure\nto timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the “Q3 Form 10-Q”). The\nletter further stated that upon further review, the Company did not meet the terms of the previous exception granted to the Company and\nthat trading of the Company’s common stock would be suspended at the opening of business on November 28, 2025 and the Company’s\nsecurities would be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq’s determination by\nNovember 25, 2025. On November 18, 2025, the Company filed the Q1 Form 10-Q with the SEC. On November 21, 2025, the Company formally\nrequested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the November 18, 2025 determination (the “Hearing”).\nThe Hearing was held on January 13, 2026. On January 27, 2026, the Panel notified the Company that it granted the Company’s request\nfor continued listing subject to the Company filing the Q2 Form 10-Q on or before February 6, 2026 and filing the Q3 Form 10-Q on or\nbefore March 6, 2026. On February 5, 2026, the Company filed the Q2 Form 10-Q with the SEC. On March 6, 2026 the Company filed the Q3 10-Q with the SEC. On March 19,\n2026, the Company received formal notice from Nasdaq that the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1) and\nthat the above matter has been closed.\n\n \n\nOn April 20, 2026, the Company received a letter from\nthe Listing Qualifications Department of Nasdaq notifying the Company that because it has not yet filed its Annual Report on Form 10-K\nfor the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the SEC, Nasdaq has determined that the Company no\nlonger complies with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (“Listing Rule 5250(c)(1)”).\n\n \n\nThe Staff informed the Company that is has 60 calendar days to submit a plan to regain compliance\nwith Listing Rule 5250(c)(1). If the Staff accepts the Company’s plan to regain compliance, then it may grant the Company an exception\nof up to 180 calendar days from the 2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance.\n\n \n\nOn May 21, 2026, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s\nfailure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026. The Staff informed the Company that\nis has until June 22, 2026 to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1). If the Staff accepts the Company’s\nplan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the Annual Report’s due date,\nor until October 12, 2026, to evidence compliance with the Rule.\n\n \n\n**Employee Matter**\n\n \n\nSubsequent to year-end, in April 2026, the Company identified and terminated a former non-officer employee in its\nlogistics function who had improperly diverted certain hauling work to an outside entity and engaged in related improper conduct. The\nconduct occurred during 2026 and did not have a material effect on the Company's financial statements as of and for the year ended December\n31, 2025. The Company has reviewed the matter, including outreach to potentially affected customers, and does not believe its ultimate\nresolution will have a material effect on the Company's financial position, results of operations, or cash flows. Accordingly, no liability\nhas been recorded. The Company's review is ongoing, and the Company is pursuing available remedies against the former employee.\n\n \n\n**NOTE\n12 – LEASES**\n\n \n\nProperty\nLeases (Operating Leases)\n\n \n\nThe\nCompany leases its facilities and certain automobiles under operating leases which expire on various dates through 2028. The Company\ndetermines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”)\nassets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation\nto make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease\nbased on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining\nthe present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments\nand excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term\nis determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying\nasset, together with any options to extend that the Company is reasonably certain to exercise.\n\n \n\nOn\nJanuary 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of\ntenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”).\nUnder the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately\n3% every 12 months thereafter until the expiration of the lease. The lease is for a period of five years from the Commencement Date and\nthe Company was required to make a security deposit of $3,668. The Company does not have an option to extend the lease. The Company cannot\nsublease any of the office space under the lease agreement.\n\n \n\nF-22\n\n \n\n \n\nOn\nMarch 15, 2024, the Company entered into leasing agreements for a scrap yard located at 3030 E 55th Street, Cleveland, OH 44127. Under\nthe 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\nFebruary 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\nthe 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,\ninclude two options to extend for five years each, and the Company was required to make a security deposit of $17,000. The Company had\nthe option to purchase the property for $3,277,000 until February 28, 2024.\n\n \n\nIn\nMay 2025, the Company entered into an amendment to the lease agreement that modified the rent payment schedule and added site clean-up\nand waste management obligations. Under the amended terms, rent was $23,000 for May 2025 (paid), $17,000 per month from June 1, 2025\nthrough December 31, 2025, $18,500 per month from January 1, 2026 through December 31, 2026, and $20,000 per month from January 1, 2027\nthrough February 28, 2028. Beginning January 1, 2026, rent increases to $20,000 per month if the Company does not adhere to certain site\nclean-up obligations outlined in the amendment. The Company remains responsible for payment of property taxes related to the premises.\nAll other material terms of the lease remain unchanged.\n\n \n\nAutomobile\nLeases (Operating Leases)\n\n \n\nUpon\neffectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $34,261 in ROU assets and $27,757 in lease liabilities\nfor an automobile lease. Under the terms of the lease, Empire is required to pay $650 per month until the lease expired on February 15,\n2026 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the\nterms of the lease.\n\n \n\nOn\nDecember 23, 2021, Empire entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, Empire was required\nto pay $18,000 for the first month and $1,000 per month thereafter for 60 months. The lease expires on December 23, 2026 and the Company\ndoes not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease.\n\n \n\nROU\nassets and liabilities consist of the following:\n\n SCHEDULE OF ASSETS AND LIABILITIES\n\n  \nDecember 31,  \nDecember 31, \n\n  \n2025  \n2024 \n\nROU assets – related party \n$-  \n$- \n\nROU assets \n 495,457  \n 1,048,070 \n\nTotal ROU assets \n$495,457  \n$1,048,070 \n\n  \n    \n   \n\nCurrent portion of lease liabilities –\nrelated party \n$-  \n$- \n\nCurrent portion of lease liabilities \n 272,476  \n 331,545 \n\nLong term lease liabilities,\nnet of current portion \n 233,451  \n 773,820 \n\nTotal lease liabilities \n$505,927  \n$1,105,365 \n\n \n\nF-23\n\n \n\n \n\nAggregate\nminimum future commitments under non-cancelable operating leases and other obligations at December 31, 2025 were as follows:\n\n SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS\n\nYear ended December 31, \n  \n\n2026 \n$272,476 \n\n2027 \n 254,448 \n\n2028 \n 40,000 \n\nTotal Minimum Lease Payments \n$566,924 \n\nLess: Imputed Interest \n$(60,997)\n\nPresent Value of Lease Payments \n$505,927 \n\nLess: Current Portion \n$(272,476)\n\nLong Term Portion \n$233,451 \n\n \n\nThe\nCompany leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent expense\nrelated to these leases is recognized based on the payment amount charged under the lease. Rent expense for the years ended December\n31, 2025 and 2024 was $535,680 and $1,998,428, respectively. At December 31, 2025, the leases had a weighted average remaining lease\nterm of 2 years and a weighted average discount rate of 10%.\n\n \n\n**NOTE\n13 – CONVERTIBLE NOTES PAYABLE**\n\n \n\nOn\nJuly 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\naccredited investors. The bridge notes matured on July 31, 2023 and were personally guaranteed by the Company’s Chief Executive\nOfficer. The bridge notes were exchanged into the senior secured offering which closed on July 31, 2023 and are retired.\n\n \n\nOn\nJuly 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company\nsold, and the investors purchased, approximately $15,000,000, which consisted of approximately $13,188,750 in cash and $1,031,250 of\nexisting debt of the Company which was exchanged for the notes and warrants issued in this offering in principal amount of senior secured\nconvertible notes and warrants and $500,000 in notes issued as commission. The transaction closed on August 1, 2023. The Senior Notes\nwere 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\nthe 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.\nThe 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\nbeginning on the last business day of the sixth (6th) full calendar month following the issuance thereof. The Senior Notes are convertible\ninto shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a conversion price per share\nof $225.0, subject to adjustment under certain circumstances described in the Senior Notes. There is a 125% conversion premium for any\nprincipal converted to shares of common stock. In occurrence of an event of default, until such event of default has been cured, the\nHolder may, at the Holder’s option, convert all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion\nrate equal to the quotient of (x) the Redemption Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest\nVWAP of the Common Stock for the three (3) Trading Days immediately preceding the delivery or deemed delivery of the applicable Conversion\nNotice, 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\ndelivery 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\nStock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day\nperiod ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,\ndivided by (y) three (3) and (II) the floor price of $29.40. To secure its obligations thereunder and under the Purchase Agreement, the\nCompany has granted a security interest over substantially all of its assets to the collateral agent for the benefit of the Investors,\npursuant to a security agreement and a related trademark security agreement. The Company has the option to redeem the Senior Notes at\na 10% redemption premium. There is a 125% change in control redemption premium. The maturity date of the Senior Notes also may be extended\nby the holders under circumstances specified therein. Danny Meeks, the Company’s Chief Executive Officer, and the Company’s\nsubsidiaries each guaranteed the Company’s obligations under the Senior Notes. In the event of default, the Company shall immediately\npay to the Holder an amount in cash representing (i) all outstanding Principal and accrued and unpaid late charges on such principal,\nmultiplied by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice\nor demand or other action by the holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such\nright to receive payment upon a bankruptcy event of default. The Warrants are exercisable for five years to purchase an aggregate of\n4,420,460 shares of Common Stock at an exercise price of $0.01, subject to adjustment under certain circumstances described in the Warrants.\nThere 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\nthe offering, the Company credited additional paid in capital $3,279,570 and $753,567 for a debt discount for the fair value of warrants\nissued in its senior secured debt offering and the warrants issued as commission for its senior secured debt offering, respectively.\nFurther, there was a $3,850,000 debt discount created for the offering costs and original issuance discount on the Senior Notes.\n\n \n\nF-24\n\n \n\n \n\nThe\nCompany estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend\nyield 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\nyears. During the year ended December 31, 2023, there was amortization of debt discount of $2,219,221.\n\n \n\nOn\nAugust 21, 2023, as a result of the Company’s registered direct offering, the conversion price of the Senior Notes was reduced\nfrom $225.00 to $153.00 per share. The Company credited additional paid in capital $5,022,200 for a deemed dividend for the triggering\nof certain price protection provisions in its senior secured debt. During the nine months ended September 30, 2023, the Company credited\nadditional paid in capital $5,022,200 for a deemed dividend for the triggering of certain price protection provisions in its senior secured\ndebt. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions:\n(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.\n\n \n\nOn\nMarch 18, 2024, the Company obtained the waiver of the following covenants from holders of the notes: (i) until September 30, 2024, the\nAvailable Cash Test covenant contained in Section 14(t)(i) of the Notes; (ii) the right to receive the Amortization Amount for the next\nfour (4) consecutive Amortization Dates immediately following the date of the waiver, with the aggregate of such Amortization Amounts\nnow instead being due on the Maturity Date; and (iii) notwithstanding anything to the contrary set forth in the Notes, through and including\nthe sixtieth (60) calendar day following the date of the waiver, (A) if the average closing price on the Eligible Market of the Common\nStock 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\nthe average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is $37.50 or greater,\nthere shall be no limitations as to the amount of the Note that may be converted into Common Stock.\n\n \n\nOn\nMarch 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $153.0\nto $29.40 per share. During the three and nine months ended September 30, 2024, the Company credited additional paid in capital $0 and\n$23,953,940, respectively, for a deemed dividend for the triggering of certain price protection provisions in its senior secured debt.\nThe Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions:\n(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.\n\n \n\nOn\nMay 3, 2024, the Company entered into an amendment to its senior secured convertible promissory note originally signed July 31, 2023.\nThe amendment, among other things, changed the conversion price of the senior notes to $7.50, subject to certain circumstances described\nin the Senior Notes along with certain conversion price adjustment mechanism. As a result of the modification, the Company recorded a\nloss on debt extinguishment for the change in fair value of the conversion option in the amount of $16,333,271\n\n \n\nOn\nMay 9, 2024, the Company and the Investors entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the\nCompany and the Investors decided to waive the Conversion Prohibition in the March Consent and Waiver.\n\n \n\nDuring\nthe year ended December 31, 2024, there was amortization of debt discount $5,901,759. During the year ended December 31, 2024, the Company\nmade cash payments of $1,497,083 on the principal of the convertible notes. During the year ended December 31, 2024, holders converted\n$16,502,905 of principal into 22,532 shares of common stock with a fair value of $30,716,938 *(See Note 14 – Stockholder’s\nEquity*). The Company realized a loss from the conversion premium of $14,213,480 on conversion of notes during the year ended December\n31, 2024\n\n \n\nF-25\n\n \n\n \n\nAs\nof December 31, 2025 and 2024, the carrying value of the convertible notes was $0 and $0, respectively.\n\n \n\nAs\nof December 31, 2025 and 2024, the current and non-current portions of the note were $0 and $0, respectively.\n\n \n\n**NOTE\n14 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS**\n\n \n\nOn\nMay 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient\nauthorized shares in the event that all potentially dilutive instruments were exercised. As a result, the Company evaluated the warrants\nissued under ASC 480 and determined that certain warrants no longer qualified as equity instruments and qualify for derivative liability\ntreatment. The Company elected to use a first-in, first-out sequencing method to determine which dilutive instruments met the definition\nof a derivative liability.\n\n \n\nThe\nCompany estimated the fair value of the initial derivative liability using the Black-Scholes Pricing Model based on the following assumptions:\n(1) dividend yield of 0%, (2) expected volatility of 141.83%, (3) risk-free interest rate of 4.46%, and (4) expected life of 5 years.\n\n \n\nThe\nCompany estimated the fair value of the derivative liability upon the settlement date using the Black-Scholes Pricing Model based on\nthe following assumptions: (1) dividend yield of 0%, (2) expected volatility of 159.02%, (3) risk-free interest rate of 4.52%, and (4)\nexpected life of 5 years.\n\n \n\nThe\nCompany adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset\nor paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair\nvalue measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal\nor most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the\nasset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy\nthat requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.\nASC 825-10 establishes three levels of inputs that may be used to measure fair value:\n\n \n\n●Level\n1 – Quoted prices in active markets for identical assets or liabilities.\n\n  \n\n●Level\n2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets\nor liabilities; quoted prices in markets with insufficient volume or infrequent transactions\n(less active markets); or model-derived valuations in which all significant inputs are observable\nor can be derived principally from or corroborated by observable market data for substantially\nthe full term of the assets or liabilities.\n\n  \n\n●Level\n3 – Unobservable inputs to the valuation methodology that are significant to the measurement\nof fair value of assets or liabilities.\n\n \n\nAll\nitems required to be recorded or measured on a recurring basis are based upon Level 3 inputs.\n\n \n\nTo\nthe extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair\nvalue requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value\nhierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed\nand is determined based on the lowest level input that is significant to the fair value measurement.\n\n \n\nThe\nCompany recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company\nbelieves that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different\nmethodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair\nvalue at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are\nthat of volatility and market price of the underlying common stock of the Company.\n\n \n\nF-26\n\n \n\n \n\nAs\nof December 31, 2025, the Company did not have any derivative instruments that were designated as hedges.\n\n \n\nItems\nrecorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following\nitems as of December 31, 2025 and 2024:\n\n \n\n SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS\n\n  \n   \n**Quoted\nPrices**  \n**Significant**  \n  \n\n  \n   \n**in\nActive**  \n**Other**  \n**Significant** \n\n  \n   \n**Markets\nfor**  \n**Observable**  \n**Unobservable** \n\n  \n\n**December\n31,**\n\n  \n**Identical\nAssets**  \n**Inputs**  \n**Inputs** \n\n  \n2025  \n**(Level\n1)**  \n**(Level\n2)**  \n**(Level\n3)** \n\nDerivative\nliability \n$-  \n$-  \n$-  \n$- \n\n \n\n  \n   \n**Quoted\nPrices**  \n**Significant**  \n  \n\n  \n   \n**in\nActive**  \n**Other**  \n**Significant** \n\n  \n   \n**Markets\nfor**  \n**Observable**  \n**Unobservable** \n\n  \n\n**December\n31,**\n\n  \n**Identical\nAssets**  \n**Inputs**  \n**Inputs** \n\n  \n2024  \n**(Level\n1)**  \n**(Level\n2)**  \n**(Level\n3)** \n\nDerivative\nliability \n$-  \n$-  \n$-  \n$- \n\n \n\nThe\nfollowing table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended\nDecember 31, 2025:\n\n SCHEDULE OF CHANGES IN FAIR VALUE ON THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES\n\nBalance, December 31, 2023 \n$- \n\nEstablishment of derivative liability upon authorized share shortfall \n 64,951,789 \n\nGain on change in fair value of derivative liability \n (48,314,949)\n\nSettlement of derivative liability upon correction of authorized share shortfall \n (16,636,840)\n\nBalance, December 31, 2024 \n$- \n\nMark to market to December\n31, 2025 \n - \n\nBalance, December 31, 2025 \n$- \n\nGain on change in derivative\nliabilities for the year ended December 31, 2025 \n$- \n\n \n\nFluctuations\nin the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As\nthe stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally\nincreases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion\nprice of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting\nperiod. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially\nthose with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet.\nAdditionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the\nCompany’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s\nexpected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing\ninputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.\n\n \n\nF-27\n\n \n\n** **\n\n**NOTE\n15 – STOCKHOLDERS’ EQUITY**\n\n \n\nPreferred\nStock\n\n \n\nThe\nCompany is authorized to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share.\n\n \n\n**Series\nD**\n\n \n\nOn\nMarch 29, 2024, the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value $0.001 per share (the “Series\nD”). The Series D has a $10,000 stated value per share. The Series D is convertible into the Company’s common stock at $3,366\nper share, subject to adjustment as set forth therein, except the Preferred Stock is not convertible until such time as the currently\noutstanding senior secured indebtedness of the Company has been satisfied in full. In addition, the Company has the right to redeem the\nSeries D in cash or shares of its Common Stock.\n\n \n\nOn\nMarch 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (“DWM”), whereby the Company and DWM\nagreed 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\nshares of the Company’s newly created Series D.\n\n \n\nOn\nMay 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of\nthe Company’s Series D issued by the Company to DWM, for 12,122 shares of the Company’s common stock. As a result of the\ntransaction, the Series D stock were extinguished. The resulting gain on the transaction of $1,224,400 for the difference between the\nfair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was\nbetween related parties.\n\n \n\nOn\nMay 28, 2024, the Company filed a Certificate of Elimination to retire the class of Series D preferred stock.\n\n \n\nAs\nof December 31, 2025, there were 0 shares of Series D issued and outstanding.\n\n \n\nF-28\n\n \n\n \n\n**Series\nA-1**\n\n \n\nOn\nNovember 15, 2024, the Company authorized the issuance of 450,000 shares of Series A-1 Preferred Stock, par value $0.001 per share. The\nSeries 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\nshares of common stock at the election of the holder. The Series A-1 have a liquidation preference senior to common, do not bear dividends,\nand are entitled to vote on an as-converted basis.\n\n \n\nOn\nDecember 2, 2024, the Company issued 450,000 shares of Series A-1 Preferred Stock as consideration for land and permits purchased from\nDWM Properties, LLC, controlled by the Company’s Chief Executive Officer. The value of the shares of Series A-1 was calculated\non an as-converted basis at $3,300,048.\n\n \n\nAs\nof December 31, 2025 and 2024, there were 450,000\nand 450,000 shares of Series A-1 Preferred Stock issued and outstanding, respectively.\n\n \n\nCommon\nStock\n\n \n\nThe\nCompany is authorized to issue 1,200,000,000 shares of common stock, par value $0.001 per share.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 74,084 shares of common stock pursuant to purchase agreements for cash proceeds\nof $40,369,115, net of legal fees and commissions of $2,071,451.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 987 shares pursuant to the exercise of warrants for cash proceeds of $2,834,741,\nnet of legal fees $139,955. The Company issued extra shares with a value of $52,183.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 107,337 shares pursuant to the cashless exercise of warrants.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 1,415 shares as an adjustment to round-up fractional shares for the reverse-split.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 12,121 shares for the exchange of Series D Preferred Stock.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 3,749 shares for the exchange and retirement of a related-party debt note in the\nprincipal amount of $7,218,350.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 26,280 shares of common stock for the conversion of debt in the principal amount\nof $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\nof the notes.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 13,939 with a value of $761,124, of which $761,124 vested and services were performed\nduring the year ended December 31, 2024 and $76,875 vested and services will be performed in 2025.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 3,427 shares of common stock for services rendered.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 328,451 shares of common stock pursuant to the cashless exercises of warrants.\n\n \n\nDuring\nthe year ended December 31, 2025 the Company issued 260,403 shares\nof common stock and warrants pursuant to purchase agreements for total cash proceeds of approximately $11,041,070,\ngross of offering costs, and $10,478,605 net of $562,465 in offering fees.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 159 shares of common stock pursuant to rounding upon the effectuation of a reverse\nstock split.\n\n \n\nAs\nof December 31, 2025 and 2024 there were 829,631 and 237,191 shares of common stock issued and outstanding, respectively.\n\n \n\nF-29\n\n \n\n \n\nAdditional\nPaid in Capital\n\n \n\nDuring\nthe year ended December 31, 2024, the Company credited additional paid in capital $3,004,909 for the fair value of warrants issued as\ncommission for its warrant inducement and common stock purchase agreements. The Company estimated the fair value of the warrants using\nthe Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 122.93 –\n162.12%, (3) risk-free interest rate of 4.21 – 4.66%, and (4) expected life of 5 years.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company credited additional paid in capital $3,029,927 for the fair value of warrants issued for\nits warrant inducement. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following\nassumptions: (1) dividend yield of 0%, (2) expected volatility of 123.05%, (3) risk-free interest rate of 4.22%, and (4) expected life\nof 5 years.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company credited additional paid in capital $23,943,940 for a deemed dividend for the triggering\nof certain price protection provisions in the conversion feature of its senior secured debt. The Company estimated the fair value of\nthe deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected\nvolatility of 93%, (3) risk-free interest rate of 5.06%, and (4) expected life of 1.37 years.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company credited additional paid in capital $52,574,896 for deemed dividends for the reduction\nin the exercise price of certain warrants. The Company estimated the fair value of the deemed dividends using the Black-Scholes Pricing\nModel based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 108.49 – 162.12%, (3) risk-free\ninterest rate of 4.36 – 4.64%, and (4) expected life of 5 years.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company credited additional paid in capital $12,388,229 for the modification of the conversion\nfeature related to then outstanding convertible notes payable. The Company estimated the change in fair value of the conversion feature\nusing the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 130.66%,\n(3) risk-free interest rate of 5.12%, and (4) expected life of 1.24 years.\n\n \n\nOn\nMay 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient\nauthorized shares in the event that all potentially dilutive instruments were exercised. The Company accounted for the warrants affected\nunder a sequencing approach as a derivative liability under ASC 815 due to the lack of net share settlement. The Company debited additional\npaid in capital $64,951,789 to establish the derivative liability. Upon the Company enacting the Reverse Stock Split on May 31, 2024,\nthe authorized share shortfall was alleviated and the Company credited additional paid in capital $16,636,840, after the reclassification\ninto equity. See Note 18 for further details\n\n \n\nDuring\nthe year ended December 31, 2025, the Company credited additional paid-in capital approximately $10.5 million related to the issuance\nof common stock and warrants pursuant to purchase agreements for cash, net of offering costs.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company recorded a deemed dividend of approximately $3.0 million in additional paid-in\ncapital for the reduction in the exercise price of certain outstanding warrants.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company recognized $99,996 in additional paid-in capital for common stock issued for services\nrendered.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company recognized $(329) in additional paid-in capital for common stock issued pursuant\nto the cashless exercise of warrants.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company recognized $1490 in additional paid in capital pursuant to rounding for the effectuation\nof a reverse stock split.\n\n \n\nF-30\n\n \n\n \n\n**NOTE\n16 – WARRANTS**\n\n \n\nDuring\nthe year ended December 31, 2024, the Company entered into warrant exercise inducement offer letters with the holders of its existing\nwarrants, pursuant to which it issued 972 shares of common stock and recorded an additional 15 shares to be issued for cash proceeds\nof $2,834,632, payment of legal fees $139,955, and were issued new warrants to purchase 1,669 shares of common stock at an exercise price\nof $3,366 per share. On March 18, 2024, the Company realized a deemed dividend of $1,444,324 for a deemed dividend for the reduction\nin 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.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 840 warrants to purchase common stock to its financial advisor, for which it recognized\nan expense of $3,004,909 for the fair value of the warrants.\n\n \n\nDuring\nthe year ended December 31, 2024, and prior to the Reverse Stock Split, the Company issued 29,891 warrants to purchase common stock in\nconnection with the security purchase agreements described above. The warrants have a term of 5 years and were granted with exercise\nprices between $3,300 and $4,950.\n\n \n\nAs\na result of the Reverse Stock Split on May 31, 2024, the Company issued 166,095 additional warrants to purchase shares of common stock\npursuant to the reverse-split price protection clauses contained within the warrants, such that the exercise price of the warrant would\nbe reset to the volume weighted average price following a reverse-split and the number of shares issuable under the warrant would also\nincrease.\n\n \n\nDuring\nthe year ended December 31, 2024, 143,115 warrants were exercised on a cashless basis for 107,337 shares of common stock.\n\n \n\nDuring\nthe three months ended March 31, 2025, the Company entered into exchange agreements with holders of 50,445 warrants whereby the Company\nand the warrant holders agreed to exchange the warrants for shares of common stock equivalent to 96% of the shares of common stock issuable\nupon exercise of the warrants, or 48,435 shares of common stock. Concurrently, the Company and the holders of 38,868 warrants issued\non or about March 18, 2024, April 22, 2024, and May 16, 2024, agreed to amend these warrants to reduce the exercise price from $2.91\nto $1.50 per share, increase the number of shares issuable upon exercise by 250%, and remove certain adjustment provisions in the event\nof certain dilutive issuances or share combinations. As a result of this amendment, an additional 58,293 warrants were issued.\n\n \n\nDuring\nthe three months ended March 31, 2025, an additional 8,843 warrants were cashless exercised into 55,066 shares of common stock.\n\n \n\nOn\nJanuary 10, 2025, 68,581 warrants were exercised into 68,581 shares of common stock at an exercise price of $58.30 per share.\n\n \n\nOn\nFebruary 10, 2025, 155,451 warrants were exercised into 155,451 shares of common stock at an exercise price of $36.30 per share.\n\n \n\nDuring\nthe three months ended September 30, 2025, an additional 98,246 warrants were cashless exercised into 137,185 shares of common stock.\n\n \n\nDuring\nthe three months ended December 31, 2025, an additional 181,599 warrants were cashless exercised into 136,200 shares of common stock.\n\n \n\nF-31\n\n \n\n \n\nA\nsummary of the warrant activity for the years ended December 31, 2025 and 2024 is as follows:\n\n SCHEDULE OF WARRANT ACTIVITY\n\n  \n   \n   \nWeighted-Average  \n  \n\n  \n   \nWeighted-Average  \nRemaining  \nAggregate \n\n  \nShares  \nExercise\nPrice  \nContractual\nTerm  \nIntrinsic\nValue \n\nOutstanding at December 31, 2024 \n 104,319  \n$323.40  \n 4.40  \n$- \n\nGranted \n 282,339  \n$43.34  \n    \n   \n\nExercised \n (383,237) \n$43.34  \n    \n   \n\nCancelled/Exchanged \n - \n$-  \n    \n   \n\nOutstanding at December 31, 2025 \n 3,421  \n$172.30  \n 3.28  \n$- \n\nExercisable at December 31, 2025 \n 3,421  \n$172.30  \n 3.28  \n$- \n\n \n\nSCHEDULE OF WARRANT EXERCISABLE \n\nExercise  \nWarrants  \nWeighted Avg.  \nWarrants \n\nPrice  \nOutstanding  \nRemaining\nLife  \nExercisable \n\n$165.00  \n 3,260  \n 3.38  \n 3,260 \n\n 320.10  \n 161  \n 1.16  \n 161 \n\n    \n 3,421  \n 3.28  \n 3,421 \n\n \n\nThe\naggregate intrinsic value of outstanding stock warrants was $0 based on warrants with an exercise price less than the Company’s\nstock price of $5.24 as of December 31, 2025 which would have been received by the warrant holders had those holders exercised the\nwarrants as of that date.\n\n \n\nF-32\n\n \n\n \n\n**NOTE\n17 – STOCK OPTIONS**\n\n \n\nOur\nstockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December\n2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive\nPlan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021\nEquity Incentive Plan in September 2021 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, our 2023 Equity Incentive\nPlan in October 2023 (“2023 Plan”), and our 2024 Equity Incentive Plan in May 2024 (“2024 Plan”, and together\nwith the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the “Plans”). The Plans\nare identical, except for the number of shares reserved for issuance under each. In July 2024, shareholders amended our 2024 Plan to\nincrease the number of shares reserved for issuance thereunder by 27,091 to a total of 27,273 shares. As of December 31, 2025,\nthe Company had granted an aggregate of 13,970 securities under the Plans since inception, with 13,388 shares available for future\nissuances.\n\n \n\nThe\nPlans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock\noptions, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees,\nincluding officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out\nin cash as determined by the committee administering the Prior Plans.\n\n \n\nOption\nvaluation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using\nthe Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life\nof options based on the contractual life of the options.\n\n \n\nA\nsummary of the stock option activity for the years ended December 31, 2025 and 2024 is as follows:\n\n SCHEDULE OF STOCK OPTION ACTIVITY\n\n  \n   \n   \nWeighted-Average  \n  \n\n  \n   \nWeighted-Average  \nRemaining  \nAggregate \n\n  \nShares  \nExercise\nPrice  \nContractual\nTerm  \nIntrinsic\nValue \n\nOutstanding at December 31, 2024 \n 220  \n$2,723,710  \n 2.47  \n$ - \n\nGranted \n -   \n    \n    \n   \n\nExercised \n -   \n    \n    \n   \n\nForfeiture/Cancelled \n (14)  \n 2,475,000  \n    \n   \n\nOutstanding at December 31, 2025 \n 206  \n$3,723,473  \n 0.99  \n$- \n\nExercisable at December 31, 2025 \n 206  \n$3,723,473  \n 0.99  \n$- \n\n \n\n  SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE\n\nExercise  \nNumber of  \nRemaining  \nNumber of \n\nPrice  \nOptions  \nLife\nIn Years  \nOptions\nExercisable \n\n$378,500\n– 1,237,500  \n 22  \n 2.60  \n 22 \n\n 1,237,501\n– 2,475,000  \n 9  \n 1.70  \n 9 \n\n 2,475,001\n– 3,712,500  \n 35  \n 0.63  \n 35 \n\n 3,712,501\n– 4,950,000  \n 112  \n 0.77  \n 112 \n\n 4,950,001\n– 5,296,500  \n 28  \n 0.79  \n 28 \n\n \n\nF-33\n\n \n\n \n\nThe\naggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price greater than the Company’s\nstock price of $5.24 as of December 31, 2025, which would have been received by the option holders had those option holders exercised\ntheir options as of that date.\n\n \n\nThe\nfair value of all options that vested during the year ended December 31, 2025 and 2024 was $0 and $0, respectively. Unrecognized compensation\nexpense was $0 as of December 31, 2025.\n\n \n\n**NOTE\n18 – INCOME TAXES**\n\n \n\nThe\nTax Cuts and Jobs Acts (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax\nrate from 35% to 21%. ASC 740, “Income Taxes,” requires that effects of changes in tax rates to be recognized in the period\nenacted. Recognizing the late enactment of the Act and complexity of accurately accounting for its impact, the Securities and Exchange\nCommission in Staff Accounting Bulletin 118 provides guidance that allows registrants to provide a reasonable estimate of the Act in\ntheir financial statements and adjust the reported impact in a measurement period not to exceed one year.\n\n \n\nIn\nDecember 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about the\neffective tax rate reconciliation (presented in both dollars and percentages using prescribed categories) and additional information\nregarding income taxes paid and the components of income tax expense by jurisdiction. The Company adopted ASU 2023-09 for the year ended\nDecember 31, 2025 on a prospective basis. The Company operates solely within the United States; accordingly, all pre-tax loss from continuing\noperations is domestic, there are no foreign tax effects, and income taxes are levied in the U.S. federal jurisdiction and the Commonwealth\nof Virginia, which comprises the entirety of the state and local income tax category.\n\n \n\nAt\nDecember 31, 2025, the Company has available for income tax purposes of approximately $47,264,135\nand $65,785,385\nin federal net operating loss (NOL) carry forward which begin\nexpiring in the year 2033 and with no expiration, respectively, that may be used to offset future taxable income. Further, the Company\nhas available for income tax purposes of approximately $61,608,152\nand $73,538,544\nin Colorado and Virginia, respectively, state net operating\nloss (NOL) carry forward which begin expiring in the year 2033, that may be used to offset future taxable income. The Company has provided\na valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings\nhistory of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the\nCompany’s ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining valuation\nallowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.\nDuring the year ended December 31, 2025, the Company has increased the valuation allowance from $22,215,116\nto $27,948,394.\n\n \n\nThe\nCompany has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain\ntax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken\nin a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination\nby tax authorities.\n\n \n\nTax\nposition that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest\namount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating\nto open income tax returns that were considered to be uncertain.\n\n \n\nSections\n382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), provide for annual limitations on the utilization\nof net operating loss and credit carryforwards if the Company were to undergo an ownership change, as defined in Section 382 of the Code.\nIn general, an ownership change occurs whenever the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent\nstockholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares\nof such corporation owned, directly or indirectly, by such 5-percent stockholders at any time over the preceding three years. In the\nevent such ownership change occurs, the annual limitation may result in the expiration of the net operating losses prior to full utilization.\n\n \n\nThe\nCompany is required to file income tax returns in the U.S. Federal jurisdiction and the state of Virginia. The Company is no longer subject\nto income tax examinations by tax authorities for tax years ending before December 31, 2016.\n\n \n\n**SCHEDULE\nOF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)**\n\n \n\nThe\ncomponents of the provision for income taxes for the years ended December 31, 2025 and 2024 are as follows:\n\n \n\n  \n2025  \n2024 \n\nCurrent: \n    \n   \n\nFederal \n$-  \n$- \n\nState and local \n -  \n - \n\nForeign \n -  \n - \n\nTotal current \n -  \n - \n\nDeferred: \n    \n   \n\nFederal \n -  \n - \n\nState and local \n -  \n - \n\nForeign \n -  \n - \n\nTotal deferred \n -  \n - \n\nTotal income tax provision / (benefit) \n$-  \n$- \n\n \n\nTotal\nincome tax expense disaggregated by jurisdiction was $0 for federal, state and local, and foreign for both years. Income taxes paid,\nnet of refunds, were as follows:\n\n SCHEDULE\nOF INCOME TAXES PAID,\nNET OF REFUNDS\n\n  \n 2025  \n 2024 \n\nFederal \n$-  \n$- \n\nState and local \n -  \n - \n\nForeign \n -  \n - \n\nTotal income taxes paid, net of refunds \n$-  \n$- \n\n** **\n\n**SCHEDULE\nOF PRE-TAX INCOME (LOSS) BY JURISDICTION**\n\n** **\n\nPre-tax\nincome (loss) from continuing operations, by domestic and foreign jurisdiction, for the years ended December 31, 2025 and 2024, is as\nfollows:\n\n \n\n  \n2025  \n2024 \n\nDomestic \n$(21,596,628) \n$(23,917,353)\n\nForeign \n -  \n - \n\nPre-tax\nloss from continuing operations \n$(21,596,628) \n$(23,917,353)\n\n** **\n\nThe\nCompany conducts all of its operations within the United States; accordingly, there was no foreign component of pre-tax income (loss)\nfor either year.\n\n \n\n**SCHEDULE\nOF EFFECTIVE TAX RATE RECONCILIATION**\n\n \n\nA\nreconciliation of income tax computed at the U.S. federal statutory rate to the Company’s effective income tax for the years ended\nDecember 31, 2025 and 2024, presented in both dollars and percentages, is as follows:\n\n \n\n  \n2025  \n   \n2024  \n  \n\n  \n$  \n%  \n$  \n% \n\nIncome tax benefit at federal statutory rate (21%) \n (4,535,292) \n 21.0% \n (5,022,644) \n 21.0%\n\nState and local income tax (blended rate) \n (737,035)) \n 3.4% \n (816,235) \n 3.4%\n\nNondeductible expenses and other permanent items \n 502,476  \n (2.3)% \n -  \n - \n\nTax credits \n -  \n -  \n -  \n - \n\nChange in valuation allowance \n 5,733,278  \n (26.5)% \n 5,838,879  \n (24.4)%\n\nOther (net deferred items not benefited) \n (963,426) \n 4.5% \n -  \n - \n\nIncome tax provision / (benefit) \n -  \n 0.0% \n -  \n 0.0%\n\n \n\nThe change in valuation allowance presented above agrees to the change in the valuation allowance on the deferred\ntax schedule; the residual net effect of current-year temporary differences (depreciation, amortization, interest and accrued compensation)\nthat are not benefited is presented in “Other.” Reconciling\ncategories not applicable to the Company (nil for all periods) include foreign tax effects; the effect of cross-border tax laws; the\neffect of changes in tax laws or rates enacted in the current period; and changes in unrecognized tax benefits.\n\n \n\nF-34\n\n \n\n \n\n**SCHEDULE\nOF DEFERRED TAX ASSETS**\n\n \n\nThe\nCompany’s deferred taxes as of December 31, 2025 and 2024 consist of the following:\n\n \n\n  \n2025  \n2024 \n\nDeferred Tax Assets/(Liability) Detail \n    \n   \n\nStock Compensation \n$211,969  \n$211,969 \n\nAmortization \n 290,161  \n - \n\nDepreciation \n (2,255,938) \n (1,332,399)\n\nInterest  \n 195,056  \n - \n\nChange in Fair Market Value of Derivative Liabilities \n -  \n - \n\nAccrued compensation \n 963,426  \n - \n\nNOL Deferred Tax Asset \n 28,352,595  \n 23,144,421 \n\nOther \n 191,125  \n 191,125 \n\nValuation allowance \n (27,948,394) \n (22,215,116)\n\nTotal gross deferred tax assets \n$-  \n$- \n\n \n\nThe\nCompany follows ASC 740-10 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon\nthe difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable\nwhen the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the\nchanges in the asset or liability during each period.\n\n \n\nIf\navailable evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized,\na valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future\nchanges in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income\ntaxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes\nin different periods.\n\n \n\n**NOTE\n19 – RELATED PARTY TRANSACTIONS**\n\n \n\n**Agreements\nwith Danny Meeks and Affiliates of Danny Meeks**\n\n \n\n*Related-Party\nHauling, Mechanic, Equipment Rental, and Miscellaneous Services*\n\n* *\n\nDuring\nthe years ended December 31, 2025 and 2024, the Company provided $392,644 and $850,737, respectively, in hauling services to an entity controlled\nby the Company’s Chief Executive Officer.\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer\n$816,993 and $1,396,330, respectively, for hauling services rendered to the Company.\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company paid entities controlled by the Company’s Chief Executive\nOfficer $0\nand $147,401, respectively,\nfor scrap metal provided to the Company.\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief\nExecutive Officer $0\nand $847,326, respectively,\nfor mechanic and repair services provided to the Company.\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief\nExecutive Officer $0\nand $506,358, respectively,\nfor equipment rentals provided to the Company.\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief\nExecutive Officer $1,219,207 and $0, respectively, for materials sold to the Company.\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company received $56,100 and $0 in other income - related party for the rental of equipment\nto an entity controlled by the Company’s Chief Executive Officer, respectively.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company leased 12 scrap yard facilities and equipment from an entity controlled by the Company’s\nChief Executive Officer, including the lease for the Chesapeake location described above, for $1,502,830. As of December 31, 2024, the\nCompany owed $495,354 in accrued rent and reimbursements to an entity controlled by the Company’s Chief Executive Officer.\n\n \n\nOn\nJuly 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer\nin the principal amount of $17,218,350. The note was for the purchase of certain equipment from an entity controlled by the Company’s\nChief Executive Officer and is secured by such equipment. The note matures on July 31, 2043 and accrues interest at 7% per annum. The\nnote requires interest-only payments until the senior secured debt is fully satisfied. The Company made payments of $0 towards principal\nand interest during the year ended December 31, 2024. On March 29, 2024, the holder of the note exchanged $10,000,000 in principal for\n1,000 shares of Series D Preferred Stock. On April 21, 2024, the holder of the note exchanged $7,218,350 in principal for 3,749 shares\nof common stock. As of December 31, 2024, the note had a balance of $0.\n\n \n\nOn\nMay 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of\nthe Company’s Series D issued by the Company to DWM, for 12,122 shares of the Company’s common stock. As a result of the transaction,\nthe Series D stock was extinguished. The resulting gain on the transaction of $1,224,400 for the difference between the fair value of\nthe common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was between related\nparties.\n\n \n\nOn\nJune 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\nExecutive Officer, pursuant to which the Company agreed to purchase certain vehicles held by DWM in exchange for $3,582,181. The equipment\nincluded 27 trucks which enabled the Company to rapidly expand its fleet of trucks offering hauling services to clients, as well as transporting\nits scrap metal products to customers. The Company has recorded the equipment on its financial statements at its cost basis.\n\n \n\nOn\nDecember 2, 2024, the Company entered into a Contract of Sale with DWM Properties LLC (“DWM”), KPAJ, LLC and Oceana Salvage\nProperties, L.L.C. (collectively, the “Sellers”), in each case, an entity affiliated with Danny Meeks, the Company’s Chief\nExecutive Officer, pursuant to which the Company agreed to purchase the Premises held by the Sellers for an aggregate purchase price\nof $15,000,000, to be allocated among the seven parcels comprising the Premises and the Licenses and Permits. The transaction closed\non December 2, 2024.\n\n \n\nThe\npurchase price is payable by (i) the issuance of an aggregate of 450,000\nshares of Series A-1 Preferred Stock of the Company, par value $0.001\nper share, to the Sellers at an aggregate valuation of $3,300,084\nand (ii) the issuance of a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $11,699,916.\nThe DWM Note bears interest at a rate of 10%\nper annum, and is payable in equal installments of $2,983,309\non each of December 31, 2024, January 31, 2025, February 28, 2025 and March 31, 2025; provided, that if payment on a Payment Date\nwould cause the Company’s cash balance to be less than $3,000,000,\nthen such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company made payments of $4,008,057\ntowards principal during the year ended December 31, 2024. As of December 31, 2025 and 2024, the note had a principal balance and\naccrued interest of $5,391,859 and $7,691,859, respectively.\n\n \n\nF-35\n\n \n\n \n\n**NOTE\n20 – SEGMENT REPORTING**\n\n \n\nGreenwave\nis organized into three operating segments based on our differentiated products – Scrap Metal Recycling, Hauling, and Other (primarily\ncomprised of rental income).\n\n \n\nWe\nhave one reportable geographic segment: the United States of America as all of our scrap metal is sourced domestically.\n\n \n\nOur\nCODM, Danny Meeks, Chairman and CEO, evaluates performance on an operating segment basis, as well as a consolidated basis, based on revenues\nand operating cashflows. This measure is used by our CODM, management, investors, lenders and other external users of our financial statements\nto assess our operating performance and to compare operating performance to other companies in the metal recycling industry. Our CODM\nutilizes segment profit and loss in assessing segment performance and allocating resources.\n\n \n\nOperating\nexpenses, including selling, general and administrative expenses, depreciation and amortization, and other operating costs, are managed\ncentrally and are not allocated to individual operating segments. These expenses are not included in the information regularly provided\nto or reviewed by the CODM when evaluating segment performance or making resource allocation decisions. As such, consistent with the\nrequirements of ASU 2023-07, we present operating expenses only in the “Total” column and do not disaggregate these expenses\nby segment.\n\n \n\nThe\nfollowing tables provide our results by segment:\n\n SCHEDULE OF SEGMENT REPORTING\n\n  \nRecycling  \nHauling  \nOther  \nTotal \n\n  \nYear\nEnded December 31, 2025 \n\n  \nScrap Metal  \n   \n   \n  \n\n  \nRecycling  \nHauling  \nOther  \nTotal \n\nRevenues \n$32,888,499  \n$13,695,565  \n$76,256  \n$46,660,320 \n\nCost of revenues \n (27,473,253) \n (7,313,642) \n -  \n (34,786,895)\n\nGross Profit: \n$5,415,246  \n$6,381,923  \n$76,256  \n$11,873,425 \n\n  \n    \n    \n    \n   \n\nOperating Expenses \n    \n    \n    \n$(31,694,143)\n\nOther Expenses \n    \n    \n    \n (1,775,910)\n\nDeemed Dividends \n    \n    \n    \n$(2,999,964)\n\nNet loss available to common\nshareholders \n    \n    \n    \n$(24,596,592)\n\n \n\n  \nRecycling  \nHauling  \nOther  \nTotal \n\n  \nYear\nEnded December 31, 2024 \n\n  \nScrap Metal  \n   \n   \n  \n\n  \nRecycling  \nHauling  \nOther  \nTotal \n\nRevenues \n$23,296,239  \n$9,881,820  \n$137,800  \n$33,315,859 \n\nCost of revenues \n (14,508,923) \n (5,817,458) \n -  \n (20,326,381)\n\nGross Profit: \n$8,787,316  \n$4,064,362  \n$137,800  \n$12,989,478 \n\n  \n    \n    \n    \n   \n\nOperating Expenses \n    \n    \n    \n$(47,251,411)\n\nOther Income \n    \n    \n    \n 10,344,580 \n\nDeemed Dividends \n    \n    \n    \n (76,528,836)\n\nNet loss available to common\nshareholders \n    \n    \n    \n$(100,446,189)\n\n \n\nF-36\n\n \n\n \n\n**NOTE\n21 – SUBSEQUENT EVENTS**\n\n \n\n*Appointment\nof Chelsea Pullano as Chief Financial Officer of the Company*\n\n* *\n\nEffective\nas of February 5, 2026, the board of directors (“Board”) of the Company appointed Chelsea Pullano as Chief Financial Officer\nof the Company. In connection with Ms. Pullano’s appointment, Danny Meeks resigned as the interim Chief Financial Officer of the\nCompany. Ms. Pullano’s appointment is in connection with the Company’s entry into the scope of work agreement (the “CFO\nAgreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant to which MACK agreed to provide\nprofessional services to the Company, including oversight of all bookkeeping, financial reporting and SEC reporting duties of the Company\n(collectively, the “MACK Services”) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject\nto her appointment by the Board. As CFO, Ms. Pullano will provide strategic financial oversight and executive-level support to the Company,\nincluding review and certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced\naccounting professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO\nServices” and together with the MACK Services, the “Services”).\n\n \n\nIn\nconsideration of the Services to be performed, the Company will pay MACK $7,500 per\nmonth for the CFO Services and an aggregate of $12,500 per\nmonth for the MACK Services. Additionally, Ms. Pullano will be entitled to the same indemnification, advancement of expenses, and\nother protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The\nCFO Agreement may be terminated by either the Company or MACK upon thirty days’ notice. The foregoing description of\nthe CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the CFO Agreement, a copy of\nwhich is attached as Exhibit 10.34 to this Annual Report on Form 10-K and is incorporated herein by reference.\n\n \n\nOn\nMay 23, 2025, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC regarding the Company’s\nfailure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (the “Q1 Form 10-Q”)\nwith the SEC. The Company previously submitted a plan to Nasdaq to regain compliance with respect to the delinquent Q1 Form 10-Q, and\nNasdaq granted the Company an exception until August 22, 2025, to evidence compliance with Nasdaq Listing Rule 5250(c)(1).\n\n \n\nOn\nApril 20, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that because\nit has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with\nthe SEC, Nasdaq has determined that the Company no longer complies with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1)\n(“Listing Rule 5250(c)(1)”).\n\n \n\nThe\nStaff informed the Company that is has 60 calendar days to submit a plan to regain compliance with Listing Rule 5250(c)(1). If the Staff\naccepts the Company’s plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the\n2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance.\n\n \n\nOn May 21, 2026, the Company received\nan additional delinquency notification letter from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form\n10-Q for the fiscal quarter ended March 31, 2026. The Staff informed the Company that is has until June 22, 2026 to submit a plan to\nregain compliance with the Nasdaq Listing Rule 5250(c)(1). If the Staff accepts the Company’s plan to regain compliance, then it\nmay grant the Company an exception of up to 180 calendar days from the Annual Report’s due date, or until October 12, 2026, to\nevidence compliance with the Rule.\n\n \n\nF-37"}