false FY 2023 0000700764 0000700764 2023-01-01 2023-12-31 0000700764 2023-06-30 0000700764 2024-05-15 0000700764 2024-01-01 2024-03-31 0000700764 2023-12-31 0000700764 2022-12-31 0000700764 us-gaap:SeriesDPreferredStockMember 2022-12-31 0000700764 2022-01-01 2022-12-31 0000700764 2021-12-31 0000700764 us-gaap:CommonStockMember 2021-12-31 0000700764 us-gaap:PreferredStockMember 2021-12-31 0000700764 us-gaap:ReceivablesFromStockholderMember 2021-12-31 0000700764 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0000700764 us-gaap:RetainedEarningsMember 2021-12-31 0000700764 us-gaap:CommonStockMember 2022-12-31 0000700764 us-gaap:PreferredStockMember 2022-12-31 0000700764 us-gaap:ReceivablesFromStockholderMember 2022-12-31 0000700764 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0000700764 us-gaap:RetainedEarningsMember 2022-12-31 0000700764 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0000700764 us-gaap:PreferredStockMember 2022-01-01 2022-12-31 0000700764 us-gaap:ReceivablesFromStockholderMember 2022-01-01 2022-12-31 0000700764 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0000700764 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0000700764 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0000700764 us-gaap:PreferredStockMember 2023-01-01 2023-12-31 0000700764 us-gaap:ReceivablesFromStockholderMember 2023-01-01 2023-12-31 0000700764 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0000700764 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0000700764 us-gaap:CommonStockMember 2023-12-31 0000700764 us-gaap:PreferredStockMember 2023-12-31 0000700764 us-gaap:ReceivablesFromStockholderMember 2023-12-31 0000700764 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0000700764 us-gaap:RetainedEarningsMember 2023-12-31 0000700764 vyey:TwoCustomerMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0000700764 vyey:ThreeCustomerMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0000700764 vyey:FourCustomerMember vyey:TotalRevenuesMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0000700764 vyey:ThreeCustomerMember vyey:TotalRevenuesMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0000700764 us-gaap:MachineryAndEquipmentMember 2023-12-31 0000700764 srt:MinimumMember us-gaap:OfficeEquipmentMember 2023-12-31 0000700764 srt:MaximumMember us-gaap:OfficeEquipmentMember 2023-12-31 0000700764 us-gaap:ComputerEquipmentMember 2023-12-31 0000700764 us-gaap:WarrantMember 2023-01-01 2023-12-31 0000700764 us-gaap:WarrantMember 2022-01-01 2022-12-31 0000700764 us-gaap:StockOptionMember 2023-01-01 2023-12-31 0000700764 us-gaap:StockOptionMember 2022-01-01 2022-12-31 0000700764 2023-08-31 0000700764 2023-08-01 2023-08-31 0000700764 2024-01-02 0000700764 us-gaap:TrucksMember 2023-12-31 0000700764 us-gaap:TrucksMember 2022-12-31 0000700764 us-gaap:EquipmentMember 2023-12-31 0000700764 us-gaap:EquipmentMember 2022-12-31 0000700764 us-gaap:OfficeEquipmentMember 2023-12-31 0000700764 us-gaap:OfficeEquipmentMember 2022-12-31 0000700764 us-gaap:MachineryAndEquipmentMember 2022-12-31 0000700764 vyey:OperatingLossCarryForwardMember 2023-12-31 0000700764 vyey:OperatingLossCarryForwardMember 2022-12-31 0000700764 us-gaap:ConvertibleNotesPayableMember 2023-08-31 0000700764 us-gaap:ConvertibleNotesPayableMember 2023-12-19 0000700764 us-gaap:ConvertibleNotesPayableMember 2023-01-01 2023-12-31 0000700764 us-gaap:ConvertibleNotesPayableMember us-gaap:SubsequentEventMember 2024-01-02 0000700764 vyey:FlagstaffInternationalLLCMember 2023-12-31 0000700764 vyey:FlagstaffInternationalLLCMember 2022-12-31 0000700764 vyey:JlpPartnersMember 2023-12-31 0000700764 vyey:JlpPartnersMember 2022-12-31 0000700764 vyey:RichardDucharmeMember 2023-12-31 0000700764 vyey:RichardDucharmeMember 2022-12-31 0000700764 vyey:LauriBenezraMember 2023-12-31 0000700764 vyey:LauriBenezraMember 2022-12-31 0000700764 vyey:KlhHoldingsLLCMember 2023-12-31 0000700764 vyey:KlhHoldingsLLCMember 2022-12-31 0000700764 vyey:PatrickFMcCormickMember 2023-12-31 0000700764 vyey:PatrickFMcCormickMember 2022-12-31 0000700764 vyey:ScottChakmakAndTammyFormanMember 2023-12-31 0000700764 vyey:ScottChakmakAndTammyFormanMember 2022-12-31 0000700764 vyey:BlountFamilyTrustMember 2023-12-31 0000700764 vyey:BlountFamilyTrustMember 2022-12-31 0000700764 vyey:ScottHafertepeMember 2023-12-31 0000700764 vyey:ScottHafertepeMember 2022-12-31 0000700764 vyey:ThomasAndChristineBeckMember 2023-12-31 0000700764 vyey:ThomasAndChristineBeckMember 2022-12-31 0000700764 vyey:JoelSchwartzMember 2023-12-31 0000700764 vyey:JoelSchwartzMember 2022-12-31 0000700764 vyey:MarkDalyMember 2023-12-31 0000700764 vyey:MarkDalyMember 2022-12-31 0000700764 vyey:AaronKvistroMember 2023-12-31 0000700764 vyey:AaronKvistroMember 2022-12-31 0000700764 vyey:KennethAndMargaretLewisMember 2023-12-31 0000700764 vyey:KennethAndMargaretLewisMember 2022-12-31 0000700764 vyey:CherylAndBradleyBreedenMember 2023-12-31 0000700764 vyey:CherylAndBradleyBreedenMember 2022-12-31 0000700764 vyey:JoelSchwartzLivingTrustMember 2023-12-31 0000700764 vyey:JoelSchwartzLivingTrustMember 2022-12-31 0000700764 vyey:ProfessionalInstallersMember 2023-12-31 0000700764 vyey:ProfessionalInstallersMember 2022-12-31 0000700764 vyey:PaulSchmittlingMember 2023-12-31 0000700764 vyey:PaulSchmittlingMember 2022-12-31 0000700764 vyey:ScottChakmakAndTammyForman1Member 2023-12-31 0000700764 vyey:ScottChakmakAndTammyForman1Member 2022-12-31 0000700764 vyey:BrianAndJenniferAndrzejewskiMember 2023-12-31 0000700764 vyey:BrianAndJenniferAndrzejewskiMember 2022-12-31 0000700764 vyey:MathewAndBettyWolkowMember 2023-12-31 0000700764 vyey:MathewAndBettyWolkowMember 2022-12-31 0000700764 vyey:NuviewTrustCUSTFBOLaurindaFaheyIRAMember 2023-12-31 0000700764 vyey:NuviewTrustCUSTFBOLaurindaFaheyIRAMember 2022-12-31 0000700764 vyey:NuviewTrustCoCUSTFBOJohnFaheyIRAMember 2023-12-31 0000700764 vyey:NuviewTrustCoCUSTFBOJohnFaheyIRAMember 2022-12-31 0000700764 vyey:NuviewTrustCoCUSTFBOStevenCWhiteIRAMember 2023-12-31 0000700764 vyey:NuviewTrustCoCUSTFBOStevenCWhiteIRAMember 2022-12-31 0000700764 vyey:NuviewTrustCoCUSTFBOTerryLyonIRAMember 2023-12-31 0000700764 vyey:NuviewTrustCoCUSTFBOTerryLyonIRAMember 2022-12-31 0000700764 vyey:NuviewTrustCoCUSTFBOPatrickAnthonyLepskiIRAMember 2023-12-31 0000700764 vyey:NuviewTrustCoCUSTFBOPatrickAnthonyLepskiIRAMember 2022-12-31 0000700764 vyey:JaniceLinnAndSigmundPincusMember 2023-12-31 0000700764 vyey:JaniceLinnAndSigmundPincusMember 2022-12-31 0000700764 vyey:NewVPEGNoteMember 2023-12-31 0000700764 vyey:NewVPEGNoteMember 2022-12-31 0000700764 vyey:NewVPEGNoteMember 2023-12-31 0000700764 vyey:NewVPEGNoteMember 2022-12-31 0000700764 vyey:VPEGMember 2023-01-01 2023-12-31 0000700764 vyey:VPEGMember 2022-01-01 2022-12-31 0000700764 us-gaap:SeriesDPreferredStockMember 2023-12-31 0000700764 us-gaap:SeriesDPreferredStockMember 2017-12-31 0000700764 us-gaap:CommonStockMember 2023-09-11 0000700764 2023-09-10 2023-09-11 0000700764 2023-09-11 0000700764 us-gaap:WarrantMember 2021-12-31 0000700764 us-gaap:WarrantMember 2022-01-01 2022-12-31 0000700764 us-gaap:WarrantMember 2022-12-31 0000700764 us-gaap:WarrantMember 2023-01-01 2023-12-31 0000700764 us-gaap:WarrantMember 2023-12-31 0000700764 vyey:ExercisePriceWarrantsOneMember us-gaap:WarrantMember 2023-01-01 2023-12-31 0000700764 vyey:ExercisePriceWarrantsOneMember us-gaap:WarrantMember 2023-12-31 0000700764 vyey:ExercisePriceWarrantsOneMember us-gaap:WarrantMember 2022-01-01 2022-12-31 0000700764 vyey:ExercisePriceWarrantsOneMember us-gaap:WarrantMember 2022-12-31 0000700764 vyey:ExercisePriceWarrantsTwoMember us-gaap:WarrantMember 2022-01-01 2022-12-31 0000700764 vyey:ExercisePriceWarrantsTwoMember us-gaap:WarrantMember 2022-12-31 0000700764 us-gaap:StockOptionMember 2021-12-31 0000700764 us-gaap:StockOptionMember 2022-01-01 2022-12-31 0000700764 us-gaap:StockOptionMember 2022-12-31 0000700764 us-gaap:StockOptionMember 2023-01-01 2023-12-31 0000700764 us-gaap:StockOptionMember 2023-12-31 0000700764 srt:MinimumMember us-gaap:StockOptionMember vyey:ExercisePriceMember 2023-12-31 0000700764 srt:MaximumMember us-gaap:StockOptionMember vyey:ExercisePriceMember 2023-12-31 0000700764 us-gaap:StockOptionMember vyey:ExercisePriceMember 2023-12-31 0000700764 us-gaap:StockOptionMember vyey:ExercisePriceMember 2023-01-01 2023-12-31 0000700764 vyey:AggregateIntrinsicValueOneMember vyey:ExercisePriceMember 2023-12-31 0000700764 srt:MinimumMember us-gaap:StockOptionMember vyey:ExercisePriceMember 2022-12-31 0000700764 srt:MaximumMember us-gaap:StockOptionMember vyey:ExercisePriceMember 2022-12-31 0000700764 us-gaap:StockOptionMember vyey:ExercisePriceMember 2022-12-31 0000700764 us-gaap:StockOptionMember vyey:ExercisePriceMember 2022-01-01 2022-12-31 0000700764 vyey:AggregateIntrinsicValueOneMember vyey:ExercisePriceMember 2022-12-31 0000700764 vyey:InspireDiagnosticsMember 2023-03-24 0000700764 vyey:VisionaryPrivateEquityGroupILPMember us-gaap:InvestorMember vyey:SettlementAgreementMember 2018-04-09 2018-04-10 0000700764 vyey:VisionaryPrivateEquityGroupILPMember us-gaap:InvestorMember vyey:SettlementAgreementMember 2018-04-10 0000700764 vyey:VisionaryPrivateEquityGroupILPMember us-gaap:InvestorMember vyey:NewDebtAgreementMember 2018-04-10 0000700764 vyey:VisionaryPrivateEquityGroupILPMember us-gaap:InvestorMember vyey:NewDebtAgreementMember 2018-04-09 2018-04-10 0000700764 vyey:VisionaryPrivateEquityGroupILPMember vyey:NewDebtAgreementMember vyey:AmendmentMember 2020-10-30 0000700764 vyey:VisionaryPrivateEquityGroupILPMember vyey:NewDebtAgreementMember vyey:SecondAmendmentMember 2021-01-31 0000700764 vyey:VisionaryPrivateEquityGroupILPMember vyey:NewDebtAgreementMember vyey:ThirdAmendmentMember 2021-09-03 0000700764 vyey:H2EnergyGroupIncMember us-gaap:SubsequentEventMember 2023-12-29 2024-01-02 0000700764 vyey:H2EnergyGroupIncMember us-gaap:SubsequentEventMember 2024-01-02 0000700764 vyey:H2EnergyGroupIncMember vyey:VictoryCommonStockMember us-gaap:SubsequentEventMember 2024-01-02 0000700764 vyey:H2EnergyGroupIncMember vyey:InvestorsMember us-gaap:SubsequentEventMember 2023-12-29 2024-01-02 0000700764 vyey:VPEGMember us-gaap:SubsequentEventMember 2024-01-02 0000700764 vyey:FinancingAgreementMember vyey:ProTechHardbandingServicesIncMember us-gaap:SubsequentEventMember 2024-01-02 0000700764 us-gaap:SubsequentEventMember 2024-01-11 0000700764 us-gaap:SubsequentEventMember 2024-01-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 002-76219-NY

VICTORY ~~OILFIELD~~ ~~TECH~~CLEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada		87-0564472
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3355 Bee Caves Road, Suite 608, Austin, Texas		78746
(Address of principal executive offices)		(Zip Code)

Victory Oilfield Tech, Inc.

~~Registrant’s telephone~~(Former ~~number~~name, ~~including~~former ~~area~~address ~~code:~~and ~~512-347-7300~~former fiscal year, if changed since last report)

Nevada		87-0564472
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

14425 Falcon Head Blvd. Bldg. E Ste. 100 Austin, TX		78738
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 607-5558

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

AsIndicate by ofcheck ~~June~~mark ~~30,~~whether ~~2022, (~~the ~~last business day of the~~ registrant’s ~~most~~is ~~recently~~a ~~completed~~shell ~~second~~company ~~fiscal~~(as ~~quarter),~~defined ~~the~~in ~~aggregate~~Rule ~~market value of the voting common equity held by non~~12b-~~affiliates~~2 of the ~~registrant,~~Act). ~~computed~~Yes by☐ ~~reference~~No ~~to the closing price of such stock was approximately $332,328 based on the closing price of such stock and such date of $0.43.~~ ☒

~~The number~~As of ~~shares~~June ~~outstanding~~30, of2023, (the ~~Registrant~~last business day of the registrant’s ~~common~~most ~~stock~~recently completed second fiscal quarter), ~~$0.001~~the ~~par~~aggregate market value of the voting common equity held by non-affiliates of the registrant, ascomputed by reference to the closing price of ~~April~~such 11stock on June 30, 2023 was 28approximately $.19 based on the closing price of such stock and such date of $5,~~037~~327,~~713~~165.

~~DOCUMENTS~~The number of shares outstanding of the ~~INCORPORATED~~Registrant’s BYcommon ~~REFERENCE~~stock, ~~None~~$0. 001 par value, as of May 15, 2024 was 530,129,753.

~~VICTORY OILFIELD~~DOCUMENTS ~~TECH,~~INCORPORATED ~~INC.~~BY REFERENCE

~~ANNUAL REPORT ON~~None.

~~FORM 10-K~~VICTORY CLEAN ENERGY, INC.

~~For the~~(Formerly ~~year~~Victory ~~ended~~Oilfield ~~December 31~~Tech, ~~2022~~Inc.)

ANNUAL REPORT ON FORM 10-K

For the year ended December 31, 2023

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item1A.	Risk Factors	49
Item 1B.	Unresolved Staff Comments	149
Item 2.	Properties	14
Item 1C.	Cybersecurity	9
Item 3.	Legal Proceedings	14
Item 2.	Properties	9
Item 4.	Mine Safety Disclosure	15
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosure	10
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1611
Item 6.	[Reserved]	1611
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1712
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3022
Item 8.	Financial Statements and Supplementary Data	3022
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3022
Item 9A.	Controls and Procedures	3022
Item 9B.	Other Information	3223
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3223
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3324
Item 11.	Executive Compensation	3728
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3828
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3929
Item 14.	Principal Accounting Fees and Services	3929
PART IV
Item 15.	Exhibits, Financial Statement Schedules	4030
Item 16.	Form 10-K Summary	4231
	Signatures	4332

INTRODUCTORY NOTE

Use of Terms

In this report, unless otherwise specified or the context otherwise requires, references to “we,” “us,” “our,” and “Company” refer to Victory Clean Energy, Inc (formerly Victory Oilfield Tech, Inc.), a Nevada corporation, together with its wholly owned subsidiary, Pro-Tech ~~Hardbanding~~ Hardbanding Services, Inc. from July 31, 2018, the date of acquisition to the period ended December 31, 2023. Thereafter references relate to our wholly owned subsidiary H2 Energy Group Inc.

Discontinued Operations

On January 1, 2024, we entered into an agreement with Flagstaff International, LLC under which Flagstaff committed to invest $4,000,000 in Victory in exchange for Victory Preferred Stock and the transfer to Pro-Tech Holdings of all equity interests held by Victory in Pro-Tech Hardbanding Services, Inc.

On January 1, 2024, Victory completed the sale of Pro-Tech to Flagstaff International, LLC, a Delaware limited liability company.

Accordingly, we have categorized Pro-Tech as discontinued operations in our financial statements for the years ended December 31, 2023 and 2022.

The operating results for discontinued operations have been presented in the accompanying consolidated statement of operations for the years ended December 31, 2023 and 2022 as discontinued operations. See note 4 to the consolidated financial statements for additional information.

Cautionary Notice Regarding Forward Looking Statements

We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our Company and to take advantage of the “safe harbor” protection for forward-looking statements that applicable federal securities law affords.

From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existing and potential security holders about our Company. All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production and sales, cash flows, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our Company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on our properties, our ability to acquire additional development opportunities, potential or pending acquisition transactions, the projected capital efficiency savings and other operating efficiencies and synergies resulting from our acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on our Company’s cash position and levels of indebtedness, changes in our reserves estimates or the value thereof, disruptions to our Company’s business due to acquisitions and other significant transactions, general economic or industry conditions, nationally and/or in the communities in which our Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise or access capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting our Company’s operations, products and prices, the COVID-19 pandemic and its related economic repercussions and effect on the oil and natural gas industry, and the impact of recent inflationary pressures on the Company’s operations.

We have based any forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, results actually achieved may differ materially from expected results described in these statements. Forward-looking statements speak only as of the date they are made. You should consider carefully the statements in “Item 1A. Risk Factors” and other sections of this report, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements. Our Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the United States Securities and Exchange Commission (the “SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

Please refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for an additional cautionary notice regarding forward-looking statements.

PART I

Item 1. Business

Overview

~~We are~~Victory anClean ~~Austin~~Energy, ~~Texas~~Inc. ~~based~~(“Victory”) is ~~publicly~~a ~~held~~Green ~~oilfield~~Hydrogen energy ~~technology~~company ~~products~~dedicated ~~company~~to ~~focused~~developing onand ~~improving~~implementing ~~well~~clean, ~~performance~~sustainable ~~and~~low-cost ~~extending~~energy solutions with applications ~~the~~across ~~lifespan~~various ofindustries, ~~the~~including ~~industry’s~~transportation, ~~most~~power ~~sophisticated~~generation, and ~~expensive~~industrial ~~equipment~~processes. ~~America’s~~We ~~resurgence~~believe inthe ~~oil~~Company's ~~and~~innovative ~~gas~~TrueGreen Hydrogen™ production is ~~largely~~solutions ~~driven~~will byprovide ~~new~~clean, ~~innovative~~reliable, ~~technologies~~ and ~~processes~~cost-effective asenergy ~~most~~sources ~~dramatically~~to ~~and~~a ~~recently~~diverse ~~demonstrated~~range byof ~~fracking~~clients. We ~~provide~~ ~~and~~believe ~~apply~~TrueGreen ~~wear-resistant~~Hydrogen™ ~~alloys~~positions ~~for~~the ~~use~~Company inas ~~the~~a ~~global~~formidable ~~oilfield~~force ~~services~~as ~~industry~~a ~~which~~future ~~are~~the ~~mechanically~~low-cost ~~stronger,~~supplier ~~harder~~in ~~and~~the ~~more~~Green ~~corrosion~~Hydrogen ~~resistant~~sector, ~~than~~focusing ~~typical~~on ~~alloys~~decarbonization ~~found~~ in ~~the~~heavy ~~market~~transportation ~~today.~~and ~~This~~industrial ~~combination~~Hydrogen ofmarkets. ~~characteristics~~Victory ~~creates~~Clean ~~opportunities~~Energy ~~for~~is ~~drillers~~dedicated to ~~dramatically~~shaping ~~improve~~a ~~lateral~~sustainable ~~drilling~~and ~~lengths,~~cleaner ~~well~~future ~~completion~~for ~~time~~industries and ~~total~~communities ~~well costs~~worldwide.

~~Our wear-resistant~~The ~~alloys~~newly ~~reduce~~combined ~~drill-string~~company ~~torque,~~is ~~friction,~~expected ~~wear~~to ~~and corrosion in a cost-effective manner, while protecting the integrity~~benefit offrom the ~~base~~synergies ~~metal.~~of Weboth ~~apply~~businesses, ~~our~~leveraging ~~coatings~~Victory's ~~using~~extensive ~~advanced~~experience ~~welding~~in ~~techniques~~energy ~~and~~technology ~~thermal~~markets ~~spray~~to ~~methods.~~commercially Wedeploy ~~also~~H2EG’s competitive ~~utilize~~Green ~~common~~Hydrogen ~~materials~~solutions, ~~such~~ aswhich ~~tungsten~~we ~~carbide~~believe todeliver ~~chromium carbide~~clean, toreliable ~~deliver~~Green ~~the~~Hydrogen ~~optimal~~at ~~solution~~competitive toprice ~~the customers~~points. ~~Some~~The ofcombined company ~~our~~will ~~hardbanding~~target ~~processes~~a ~~protect wear~~broad inrange ~~tubulars~~of ~~using~~potential ~~materials~~clients ~~that~~in ~~achieve~~both acommercial ~~low~~energy ~~coefficient~~production ofmarkets ~~friction~~and toenergy-intensive ~~protect~~industries ~~the~~requiring clean, ~~drill~~reliable, ~~string~~secure, and ~~casing~~cost-effective ~~from~~energy ~~abrasion~~sources.

~~We plan~~From toJuly ~~continue~~31, ~~our~~2018 ~~U.S.~~through ~~oilfield~~January ~~services company acquisition initiative~~1, ~~aimed at companies which are already recognized as a high-quality service providers to strategic customers in the major North American oil and gas basins. When completed~~2024, we ~~expect~~were an ~~that~~oilfield ~~each~~energy oftechnology ~~these oilfield~~products ~~services~~ company ~~acquisitions~~focused ~~will~~on ~~provide~~improving ~~immediate~~well ~~revenue~~performance ~~from their current regional customer base, while also providing us with a foundation for channel distribution~~ and ~~product~~extending ~~development~~the oflifespan ~~our existing products. We intend to grow each~~ of ~~these~~the ~~established~~industry’s ~~oilfield~~most ~~services~~sophisticated ~~companies by providing better access to capital, more disciplined sales~~ and ~~marketing~~expensive ~~development, integrated supply chain logistics and infrastructure build out that emphasizes outstanding customer service and customer collaboration, future product development and planning~~equipment.

~~We believe~~On ~~that~~July a31, ~~well-capitalized~~2018, ~~technology-enabled~~the ~~oilfield~~Company ~~services~~entered ~~business~~into ~~will~~a ~~provide~~stock purchase agreement to purchase 100% of the ~~basis~~issued ~~for~~and ~~more~~outstanding ~~accessible~~common ~~financing~~stock ~~to grow~~of ~~the~~Pro-Tech ~~Company~~Hardbanding ~~and~~Services, ~~execute~~Inc., ~~our~~(“Pro-Tech”), an ~~oilfield~~Oklahoma ~~services~~corporation which is a hardbanding company ~~acquisitions~~servicing ~~strategy.~~Oklahoma, WeTexas, ~~anticipate~~Kansas, ~~new~~Arkansas, ~~innovative~~Louisiana, ~~products~~and ~~will~~New ~~come~~Mexico. toThe stock ~~market~~purchase asagreement wewas ~~collaborate~~included ~~with~~as ~~drillers~~Exhibit to10.1 ~~solve~~on ~~their~~the ~~other~~Form ~~down~~8-~~hole~~K ~~needs~~filed by us on August 2, 2018.

~~Acquisition of~~On ~~Pro-Tech~~January ~~Hardbanding~~1, ~~Services~~2024, Victory completed a merger agreement with H2 Energy Group Inc., a Delaware corporation (“H2EG”) (the “Merger”). As a result of the Merger, a change in control of Victory occurred, and H2EG became a wholly owned subsidiary of Victory.

On ~~July~~ 31January 1, ~~2018~~2024, ~~the~~we ~~Company~~ entered into aan ~~stock purchase~~ agreement ~~to purchase 100% of the issued and outstanding common stock of Pro-Tech~~with ~~Hardbanding~~Flagstaff ~~Services~~International, ~~Inc.,~~LLC ~~(“Pro-Tech”),~~under ~~an Oklahoma corporation~~ which isFlagstaff acommitted ~~hardbanding~~to ~~company~~invest ~~servicing Oklahoma~~$4, ~~Texas~~000, ~~Kansas,~~000 ~~Arkansas,~~in ~~Louisiana,~~Victory ~~and~~in ~~New~~exchange ~~Mexico.~~for ~~The~~Victory ~~Company~~Preferred ~~believes~~Stock ~~that~~ and the ~~acquisition~~transfer ofto Pro-Tech ~~will~~Holdings ~~create opportunities to leverage its existing portfolio~~ of ~~intellectual~~all ~~property~~equity tointerests ~~fulfill~~held ~~its~~by ~~mission~~Victory ofin ~~operating as a technology~~Pro-~~focused~~Tech ~~oilfield~~Hardbanding ~~services company. The stock purchase agreement was included as Exhibit 10.1 on the Form 8-K filed by us on August 2~~Services, ~~2018~~Inc.

~~Our~~On January 1, 2024, Victory completed the sale of ~~Industry~~Pro-Tech ~~and~~to ~~Market~~Flagstaff International, LLC, a Delaware limited liability company.

~~The following~~Our ~~information~~Products ~~excerpts~~and ~~were sourced from a September 2020 “Anti-Corrosion Coatings Market Size Report, 2020-2027” published by Grand View Research (Report ID: CVR-4-68039-128-0), available at www.grandviewresearch.com.~~Services

~~The global~~Green ~~anti-corrosion~~Hydrogen, ~~coatings~~which ~~market~~is ~~size~~hydrogen ~~was~~generated ~~valued~~by atrenewable energy ~~USD~~or ~~27.2~~from ~~billion~~fossil-free, incarbon ~~2019~~negative ~~and~~power, is ~~expected~~viewed toas ~~grow at~~ a ~~compound~~critical ~~annual~~enabler ~~growth rate (CAGR)~~ of ~~4.6%~~the ~~from~~global ~~2020~~transition to ~~2027.~~sustainable ~~The~~energy ~~rising~~and net ~~demand~~zero ~~for~~emissions ~~thin-walled~~economies. ~~durable~~Hydrogen ~~metallic~~can ~~components~~be ~~in the manufacturing of lightweight products, which are~~ used inas ~~various~~a ~~industries~~fuel ~~including~~similar ~~building~~to ~~and~~natural ~~construction~~gas, ~~automotive,~~producing ~~marine,~~only heat and ~~oil~~water &vapor ~~gas~~when it is ~~expected~~burned tobut ~~propel~~without the ~~market~~CO2 ~~growth~~emissions ~~over~~associated ~~the~~with ~~forecast~~natural ~~period~~gas. ~~Amid~~It ~~the~~can ~~global~~be ~~COVID-19~~used ~~pandemic,~~as ~~the~~fuel ~~demand~~in ~~for~~fuel ~~anti-corrosion~~cells ~~coatings~~to ~~has~~generate ~~increased primarily~~electricity inand ~~the~~heat, ~~oil~~in ~~and~~ gas turbine ~~and~~generators ~~marine~~to ~~application~~provide ~~industries~~electricity ~~owing~~ to the ~~reduced~~power ~~exploration~~grid, ~~and~~as ~~marine~~well ~~operation.~~as ~~The~~a ~~machines~~replacement ~~and equipment~~for ~~that~~gasoline ~~are not~~ in ~~operations~~internal ~~need~~combustion ~~maintenance~~engines. soHistorically, producing asGreen toHydrogen ~~avoid~~has ~~the~~been ~~degradation~~cost-prohibitive. ~~and~~We ~~rusting~~believe asH2EG’s ~~such~~technology ~~equipment~~delivers ~~has~~Green ~~crude~~Hydrogen ~~oil~~at ~~residual, water,~~highly ~~salt,~~competitive ~~and other chemicals, which cause corrosion~~prices.

The regional market is mainly dominated by North America and the Middle East and Africa, with the presence of major oil and gas exploration markets such as the U.S. and Saudi Arabia. Government initiatives coupled with infrastructural developments in these countries are further propelling the growth of the market in these regions.1

1Our Industry and Market

~~Sector~~The global hydrogen generation market size was valued ~~Insights~~at USD 141.3 billion in 2022 and expected to hit USD 219.8 billion by 2030, poised to grow at a noteworthy compound annual growth rate (CAGR) of 5.42% from 2022 to 2030. U.S. hydrogen generation market size was estimated at USD 17.5 billion in 2022.

~~The upstream~~Hydrogen ~~sector of the oil~~ and ~~gas~~hydrogen-related ~~industry~~energy ~~involves~~sources ~~activities~~are ~~such~~viable substitution asopportunities ~~exploration~~for ~~and~~traditional ~~production~~fossil ~~of crude oil and natural gas~~fuels. ~~These activities~~Hydrogen ~~primarily~~has ~~include~~unique ~~drilling~~capabilities ~~of exploratory wells, making requisite operations~~ and ~~bringing~~significant ~~natural~~potential ~~gas~~in ~~and~~any ~~other~~low ~~products to~~carbon ~~the~~energy ~~ground~~future ~~surface.~~due ~~For~~to ~~these~~its ~~activities,~~energy ~~various~~content ~~components~~and ~~require~~environmentally ~~protection~~friendly asenergy ~~they~~release ~~get older~~characteristics. ~~Carbon~~The ~~steel~~global ismarket ~~extensively used in this industry especially~~ for ~~pipelines~~Hydrogen ~~and it freely corrodes when it comes into contact with water, which~~ is ~~produced with the natural~~ ~~gas~~driven ~~and~~by ~~crude~~several ~~oil~~factors ~~from underwater reservoirs.~~including:

~~The midstream~~Growing ~~sector~~interest ~~consists~~in ofFuel ~~transportation~~Cell activity of crude oil and natural gas. These products are transported by various mediums including pipelines, tankers, tank cars, and trucks. The outer surface of the tanks or pipelines is protected from the atmospheric corrosion with the help of coatings and cathodic protection.Vehicles

~~In the~~Increasing ~~downstream~~Use sector, during the refinery operations, most of the corrosion occurs due to the presence of water, H2S, CO2, sodium chloride and sulfuric acid. In downstream, deterioration occurs due to curing agents those are present in ~~crude~~Power ~~oil or feedstock and are associated with process or control. To prevent such corrosion, various products including coatings, inhibitors, cathodic protection and paints are used.~~Generation

~~Regional Insights~~Advancements in Hydrogen Storage Technology

~~North America~~Increasing ~~and~~Government ~~the~~Support ~~Middle East and African regions are projected to contribute to market growth in coming years primarily fueled by the need~~ for ~~transportation/supply~~Clean infrastructure and technological innovations for the corrosion detection in various countries including the U.S., Canada, Saudi Arabia, UAE, and others. The applications in oil and gas sector such upstream, midstream and downstream have been experiencing significant growth in these countries over the past few years.Energy

~~Our Products~~Emergence ~~and~~of ~~Services~~Green Hydrogen Production Technologies

~~In today’s~~Overall ~~harsher~~Hydrogen ~~drilling~~market ~~environment,~~is ~~exploration~~currently ~~and~~dominated ~~productions companies are seeking new methods and technologies for reducing~~by ~~drill-string~~Petroleum ~~torque~~Refinery ~~and~~with ~~down-hole~~Ammonia ~~friction~~Production ~~when drilling long laterals. Without~~ a ~~comprehensive~~close ~~solution,~~second ~~drill pipe, tubing, tool joints~~ and ~~drill~~Methanol ~~string~~Production ~~mid-sections~~third. ~~will suffer from aggressive wear that will negatively impact drilling torque~~However, ~~friction,~~looking ~~time~~ to ~~complete and~~future ~~total~~growth ~~drilling~~it ~~costs. Our wear-resistant alloys will solve these problems. Our goal~~ is ~~to help drillers across~~ the ~~major oil and~~Transportation ~~gas basins of North America create better oil~~ and ~~gas~~Power ~~well~~Generation ~~outcomes~~markets ~~and lower total well costs when drilling long laterals. Our initial product line will be focused on tubing and drill-pipe metal coating products, RFID enclosure products and other services~~ that ~~provide protection~~are ~~and~~expected ~~friction~~to ~~reduction~~experience ~~for~~the ~~nearly~~most ~~every metal component of a drilling operation~~growth.

~~With hardness~~Regional that can range from 900 to 1500 Vickers, our coatings products will be 3 to 5 times harder than normal metals such as titanium and steel. Oilfield products protected by our wear-resistant alloys are lasting two to ten times longer than other coated products in field applications. Additionally, our coatings products will deliver a friction coefficient of 0.05 to 0.12, similar to the smoothness of Teflon. Insights

~~With~~ Regionally, Asia Pacific is estimated to be the ~~acquisition~~fastest growing ofmarket ~~Pro-Tech,~~owing ato ~~hardbanding~~the ~~service~~rising ~~provider~~demand ~~servicing~~for ~~Oklahoma,~~hydrogen ~~Texas,~~power ~~Kansas,~~generation ~~Arkansas,~~in ~~Louisiana,~~countries like China and ~~New~~India. ~~Mexico,~~China weis putting significant ~~believe~~investment wein fuel cell development. This will ~~create~~drive ~~opportunities~~down tothe ~~leverage~~costs ~~our~~for ~~existing~~fuel ~~portfolio~~cells ofand ~~intellectual~~if ~~property~~either the technology or product makes it way to ~~fulfill~~North ~~our~~America ~~mission~~and ofEurope ~~operating~~it will accelerate Hydrogen demand. Moreover, rising government initiatives in the nations like India, Japan, asand aAustralia ~~technology-focused~~to ~~oilfield~~promote ~~services~~clean ~~company~~and green energy is boosting the market growth.

~~Our~~Green hydrogen projection is expected to be orders ~~Competitors~~of magnitude growth over traditional grey hydrogen. This will be driven by hydrogen price, fuel cell prices, and storage improvements. Management expects that Green Hydrogen will have a growth rate an order of magnitude versus Blue – while Grey Hydrogen will decline in use as Blue and Grey reach price parity with Grey.

The ~~key~~ ~~players~~two inprimary ~~the~~methods ~~global~~used ~~market~~to ~~include~~generate ~~The~~Green 3MHydrogen are ~~Company,~~Electrolysis ~~AkzoNobel~~and NPyrolysis.V, ~~Jotun~~Electrolysis ~~A/S,~~involves ~~Hempel~~sending ~~A/S,~~a ~~Arkerma~~current ~~Group~~of ~~Axalta~~electricity ~~Coating~~through ~~System Ltd.,~~water ~~The~~that ~~Sherwin-Williams~~then ~~Company,~~separate ~~Kansai~~the ~~Paints~~H2 ~~Co.~~molecule and ~~Ltd.,~~a ~~Nippon~~diatomic ~~Paints,~~oxygen ~~RPM~~molecule ~~International, Inc~~(i.~~, Aegion Corporation, Ashland Inc~~e., ~~Beckers Group, and BASF SE~~“O2”). ~~The~~This ~~industry~~electricity iscan ~~characterized~~come byfrom ~~mergers~~the ~~and~~local ~~acquisitions~~electrical asgrid, ~~the~~a ~~players~~solar ~~are~~array, ~~focusing~~or ona ~~increasing~~wind ~~their market presence~~turbine.

~~Our~~The two major challenges to Electrolysis are where ~~Growth~~the ~~Strategies~~electricity comes from and the availability of water to “split” since it is a consumable in the process. Electrolysis is energy intensive, requiring 54 kWh per H2 kg. In turn, electrolysis requires 10 liters (i.e., 2.3 gallons) of water per H2 kg. This is a 9 to 1 ratio between water required and hydrogen generated on a kg basis.

~~Our goal~~Importantly, isif tothe ~~continue~~electrolysis toelectricity ~~expand~~comes from the ~~range~~local ofor ~~oil~~regional ~~and~~grid there is also substantial greenhouse gas ~~product~~produced. ~~solutions~~In ~~that~~California, wethe ~~deliver~~major toutility company Pacific Gas & Electric uses the ~~global~~value ~~oilfield~~of ~~services~~0.879 ~~industry~~lbs. CO2 per kWh of delivered electricity.

●Pyrolysis ~~Our~~involves ~~Company~~heating ~~will~~biomass ~~continue~~– toin ~~pursue~~the forms ~~U.S.~~of ~~oilfield~~forest ~~services company acquisition initiative~~waste, asagricultural ~~appropriate~~refuse, ~~aimed~~municipal atsolid ~~companies~~waste, ~~who~~or ~~are~~energy ~~already~~grass ~~recognized~~– asto a high~~-quality~~ ~~services~~temperate ~~provider to strategic customers~~ in ~~the~~an ~~major~~anerobic ~~north American oil and gas basins~~(i. When completed, each of these oilfield services company acquisitions will provide immediate revenue from their current regional customer base, while also providing us with a foundation for channel distribution and product development of our existing products and servicese. ~~We intend to grow each of these established oilfield services companies by providing better access to capital~~, ~~more~~“oxygen free”) ~~disciplined~~environment ~~sales and marketing development, integrated supply chain logistics and infrastructure build out~~ that ~~emphasizes~~gasifies ~~outstanding~~the ~~customer~~biomass ~~service~~producing ~~and~~a ~~customer~~hydrogen-rich ~~collaboration future product development and planning~~syngas.

●Challenges Weto ~~believe~~Pyrolysis ~~that~~are agenerating ~~well-capitalized~~and ~~technology-enabled~~maintaining the ~~oilfield~~high ~~services~~temperature ~~business~~required ~~will~~and ~~provide~~biomass ~~the~~availability. ~~basis~~Temperatures typically use for ~~more~~this ~~accessible~~thermochemical ~~financing~~material separation are in the range of 800 to ~~grow~~1,100 ~~our~~C. ~~Company~~Biomass ~~and~~can ~~execute~~be ~~our~~in ~~oilfield~~the ~~services~~form ~~company~~of ~~acquisitions~~forest ~~strategy~~waste, agricultural refuse, municipal solid waste, or specially grown energy grass.

2Key comparison of Electrolysis vs Pyrolysis generally focuses on where the energy source is coming from for the former. If the local grid – with ever-increasing electrical prices per H2 kg – is used, then the Green Hydrogen produced is expensive and will only rise. Solar and Wind are renewable energy sources that dramatically reduce the price of the generated H2, but they are faced with the challenge of continuous availability – i.e., “the Sun doesn’t always shine, and the Wind doesn’t always blow”).

● We plan to establish full-service facilities in each major geographic area of drilling with products and services such as pipe coating services, hardbanding, inspection services, and machining and thread repair.2

●Opportunity We- ~~believe that the current environment in the oil and gas industry can provide the potential for opportunistic acquisitions at reasonable valuations.~~Problems

~~Governmental~~Green Hydrogen solves a myriad of problems the energy ~~Regulation~~world is facing today, including:

~~Our business~~Climate ischange ~~impacted~~mitigation: byGreen ~~federal,~~Hydrogen ~~state~~is considered ~~and~~a ~~local~~clean ~~laws~~fuel ~~and~~because ~~other~~when ~~regulations~~it ~~relating~~is tocombusted ~~the~~or ~~oil~~used ~~and~~in ~~natural~~fuel ~~gas industry~~cells, asthe ~~well~~only ~~as laws~~byproduct ~~and~~is ~~regulations~~water ~~relating to worker safety and environmental protection~~vapor. WeIt ~~cannot~~does ~~predict~~not ~~the~~release ~~level~~greenhouse gases ofor ~~enforcement~~contribute ofto ~~existing~~climate ~~laws and~~change ~~regulations~~directly. orBy ~~how~~using ~~such~~Green ~~laws~~Hydrogen ~~and~~as ~~regulations~~a ~~may~~substitute befor ~~interpreted~~fossil byfuels ~~enforcement~~in ~~agencies~~various orsectors ~~court~~such ~~rulings,~~as ~~whether additional laws~~transportation and ~~regulations will be adopted~~industry, orit ~~the~~can ~~effect~~help ~~such~~reduce ~~changes~~carbon ~~may~~emissions ~~have~~and onmitigate ~~us,~~climate ~~our business or financial condition~~change.

InDecarbonization of hard-to-abate sectors: Some ~~addition~~sectors, ~~our~~such ~~customers~~as ~~are~~heavy ~~impacted~~industry, byaviation, ~~laws~~ and ~~regulations~~shipping, ~~relating~~have tolimited ~~the~~options ~~exploration~~ for ~~and~~reducing ~~production~~their ofcarbon ~~natural~~emissions ~~resources~~using ~~such~~existing technologies. asGreen ~~oil~~Hydrogen ~~and~~can ~~natural~~provide ~~gas.~~a ~~These~~solution ~~regulations~~as ~~are~~it ~~subject~~can tobe ~~change,~~used ~~and~~as ~~new~~a ~~regulations~~feedstock ~~may curtail~~ or ~~eliminate~~fuel ~~our customers’ activities~~ in ~~certain~~these ~~areas where we currently operate~~sectors. WeBy ~~cannot~~replacing ~~determine~~fossil ~~the~~fuels ~~extent~~with toGreen Hydrogen, ~~which~~these ~~new~~industries ~~legislation~~can ~~may~~transition ~~impact~~to ~~our~~cleaner ~~customers’ activity levels,~~ and ~~ultimately,~~more ~~the~~sustainable ~~demand~~energy ~~for our services~~sources.

~~Environmental~~Energy storage and grid flexibility: Green ~~Matters~~Hydrogen can serve as a means of energy storage and grid flexibility, addressing the intermittent nature of renewable energy sources such as solar and wind power. Excess electricity generated from renewables can be used to produce hydrogen through electrolysis, storing the energy in the form of hydrogen. The stored hydrogen can then be converted back into electricity or used as a fuel when renewable energy generation is low or demand is high, thereby providing a reliable and flexible energy supply.

~~Our operations,~~Energy independence and ~~those~~security: ofHydrogen can ~~our~~be ~~customers,~~produced ~~will~~from bediverse ~~subject~~primary tosources, ~~extensive~~including ~~laws~~solar, ~~regulations and treaties relating to air and water quality~~wind, ~~generation,~~ ~~storage and handling of hazardous materials~~hydro, and ~~emission and discharge of materials into the environment~~biomass. WeBy ~~believe~~utilizing ~~we are~~locally inavailable ~~substantial~~renewable ~~compliance with all regulations affecting our business. Historically~~energy resources, ~~our~~countries ~~expenditures~~can inreduce ~~furtherance~~their ofdependence ~~our~~on ~~compliance with~~imported ~~these~~fossil ~~laws,~~fuels ~~regulations~~ and ~~treaties~~enhance ~~have~~energy ~~not~~security. ~~been~~This ~~material,~~can ~~and~~contribute ~~we do not expect the cost of compliance~~ to bea ~~material~~more inresilient and ~~the~~sustainable ~~future~~energy system.

~~Employees~~Air pollution reduction: Green Hydrogen does not produce pollutants such as nitrogen oxides (NOx) and particulate matter during combustion. By replacing fossil fuels in transportation, heating, and industrial processes, Green Hydrogen can help reduce local air pollution, improving air quality and public health.

~~We have~~Technological ~~eight~~advancements ~~full-time~~and ~~employees~~economic asopportunities: The ofdevelopment ~~April~~and ~~11,~~widespread ~~2023.~~use Weof ~~believe~~Green ~~that~~Hydrogen ~~our~~fuel ~~relationships~~can ~~with~~drive ~~our~~technological ~~employees~~advancements ~~are satisfactory,~~ and ~~we enjoy low turnover~~innovation. WeIt ~~support~~can ~~diversity~~create ineconomic opportunities, ~~our~~promote ~~workforce~~job ~~and~~growth ~~are~~in ~~committed~~sectors tosuch ~~safety~~as inrenewable ~~the~~energy, ~~workplace~~electrolyzer manufacturing, and ~~compliance~~hydrogen ~~with~~infrastructure ~~applicable regulatory~~development. ~~and~~The ~~legal~~scaling ~~requirements.~~up Weof ~~utilize~~Green ~~the~~Hydrogen ~~services~~production ofcan ~~independent~~also ~~contractors~~lead to ~~perform~~cost ~~various~~reductions, ~~daily~~making ~~operational~~it ~~and~~more ~~administrative~~economically ~~duties~~competitive over time.

~~Seasonal~~While Green Hydrogen holds significant promise, it's ~~Trends~~important to address challenges such as cost, infrastructure development, and large-scale production to fully realize its potential as a sustainable energy solution.

~~We have~~Opportunity ~~not~~– ~~experienced and do not expect to experience seasonal trends in future business operations.~~Solutions

~~Our~~The solution to decarbonizing the world economy lies ~~Corporate~~in ~~History~~fuels that meet the following criteria:

Our Company was organized under the laws of the State of Nevada on January 7, 1982 under the name All Things Inc. On March 21, 1985, our Company’s name was changed to New Environmental Technologies Corporation. On April 28, 2003, our Company’s name was changed to Victory Capital Holdings Corporation. On May 3, 2006, our Company’s name was changed to Victory Energy Corporation. On May 29, 2018, our Company’s name was changed to Victory Oilfield Tech, Inc.Fossil-free

~~From inception~~Economically until 2004, we had no material business operations. In 2004, we began the search for the acquisition of assets, property or businesses that could benefit our Company and its stockholders. In 2005, management determined that we should focus on projects in the oil and gas industry.sustainable

~~In January~~Perpetually 2008, we and Navitus Energy Group (“Navitus”) established Aurora Energy Partners (“Aurora”). Prior to the Divesture of Aurora described below we were the managing partner of Aurora and held a 50% partnership interest in Aurora. All of our oil and natural gas operations were conducted through Aurora.renewable

~~On August~~Modular ~~21, 2017, we entered into the Divestiture Agreement with Navitus,~~ and onsupport ~~September~~of ~~14,~~distributed ~~2017,~~or ~~we entered into Amendment No. 1 to~~stand-alone ~~the~~energy ~~Divestiture Agreement. Pursuant to the Divestiture Agreement, as amended, we agreed to divest and transfer our 50% ownership interest in Aurora to Navitus, which owned the remaining 50% interest.~~architectures

~~On July~~For ~~31,~~all ~~2018,~~ the ~~Company~~reasons ~~entered~~previously ~~into~~mentioned ~~a stock purchase agreement to purchase 100% of the issued~~ and ~~outstanding common stock of Pro-Tech~~more, ~~Hardbanding~~Green ~~Services,~~Hydrogen ~~Inc.,~~represent ~~(“Pro-Tech”), an Oklahoma corporation which is~~ a ~~hardbanding~~mandatory ~~company~~energy ~~servicing~~source ~~Oklahoma,~~for ~~Texas, Kansas,~~any ~~Arkansas,~~future ~~Louisiana,~~global ~~and~~decarbonizing ~~New~~energy ~~Mexico~~portfolio.

3Opportunity - Value Proposition

~~Item~~H2EG has significant value to its Customers – ~~1A.~~independent ~~Risk~~of ~~Factors~~the Hydrogen segment they operate in.

~~Our business~~This isvalue ~~subject~~proposition ~~to a number of risks including, but not limited to, those described below~~includes:

~~Risks~~Delivered Price – H2EG patented biomass-based, ~~Related~~fossil-free pyrolysis process produces gaseous Green Hydrogen at a significantly lower cost than the alternative Green Hydrogen electrolysis process. H2EG Green Hydrogen cost is expected to ~~Health~~be ~~Epidemics~~lower ~~and~~than ~~other~~what ~~Outbreaks~~is produced through Electrolysis. U.S. Department of Energy estimates that Solar Photovoltaic based Electrolysis Hydrogen production costs approximately $6.09/kg – though some producers claim significantly lower numbers. U.S. Office of Energy Efficiency & Renewable Energy estimates that wind-to-hydrogen costs $3.74 a kilogram to $5.86 a kilogram unsubsidized

WeReliability and Availability – though ~~face~~solar-based ~~various~~electrolysis ~~risks~~Green ~~related~~Hydrogen tohas ~~health~~been ~~epidemics~~decreasing ~~and~~the ~~other~~biggest ~~outbreaks,~~advantages ~~which~~that ~~could~~H2EG ~~have~~– as a ~~material~~baseload ~~adverse~~solution ~~effect~~– still enjoys: Reliability – biomass-based pyrolysis is not dependent on ~~our~~the ~~business~~variability of sun – e.g., ~~financial~~rain, clouds, and inclement ~~condition~~weather in general. Availability - biomass-based pyrolysis is not dependent on the 16+ hours when the sun doesn’t shine, ~~results~~it ofis ~~operations~~24 x ~~and~~7 ~~cash~~baseload ~~flows.~~energy

We face various risks related to health epidemics and other outbreaks, including the global outbreak of coronavirus (“COVID-19”). The COVID-19 pandemic, changes in customer behavior related to illness, pandemic fears and market downturns, and restrictions intended to slow the spread of COVID-19, including quarantines, government-mandated actions, stay-at-home orders and other restrictions, have led to disruption and volatility in the global capital markets, which has adversely affected our ability to access the capital markets.3

InLocation Flexibility and Footprint – ~~addition,~~since the ~~COVID-19~~H2EG ~~pandemic~~process is delivered via modular and ~~restrictions~~scalable ~~intended~~facilities toit ~~slow~~can meet the ~~spread~~ultimate objective of ~~COVID-19~~any ~~may~~renewable ~~adversely~~energy ~~affect~~source and ~~our~~that ~~business~~is into a“produce ~~number~~as close to consumption as possible.” Further, these microgrids can operate alone or be connected ofto ~~ways~~create a highly resilient distributed electrical system.

~~If significant~~Technical ~~portions~~Efficiency of- ~~our workforce are unable to work effectively as a result of~~ the ~~COVID-19~~H2EG ~~pandemic,~~process ~~including because of illness,~~makes ~~quarantines,~~more ~~facility~~efficient ~~closures,~~use ~~ineffective~~of ~~remote~~Biomass ~~work~~with ~~arrangements~~over or12% ~~technology failures or limitations, our operations would be adversely impacted. Certain~~ of ~~our third~~bone-~~party~~dry ~~suppliers~~biomass ~~and~~converted ~~business partners that we rely on~~ to deliver our products and services and to operate our business could inform us that they will be unable to perform fully, which could adversely impact our ability to operate our business and increase our costs and expensesHydrogen. ~~These increased costs and expenses may not be fully recoverable or adequately covered by insurance.~~

~~The foregoing~~Biomass ~~impacts~~Supply ~~and~~– ~~other~~Biomass ~~unforeseen~~has ~~impacts~~greater availability ~~not~~around ~~referenced~~the ~~herein,~~world asthen ~~well~~sun asor ~~the~~wind ~~ultimate~~and ~~impact~~can ofbe ~~the~~grown ~~COVID-19~~and ~~pandemic,~~delivered ~~are~~close ~~difficult~~ to ~~predict.~~the ~~While~~consumption welocation. ~~have~~Biomass ~~seen~~– ain ~~return~~the form toof ~~more~~forest ~~stable~~waste, ~~quarter-over-quarter~~agricultural ~~demand~~waste, ~~for~~municipal ~~our~~solid ~~services~~waste, weor ~~remain~~energy ~~cognizant~~crops of- ~~future~~represents ~~COVID-19~~a perpetually available energy source. In ~~developments~~addition, ~~such~~if asenergy ~~impacts~~crops ~~from~~are ~~new~~grown ~~variants,~~for ~~employee~~Green ~~absenteeism~~Hydrogen production, ~~lockdowns~~they orrepresent ~~other~~a ~~restrictions,~~carbon ~~that~~negative ~~could~~element ~~materially~~to ~~impact~~the process by absorbing ~~our~~over ~~future~~13 ~~results~~tons of ~~operations,~~CO2 ~~financial~~per ~~condition~~acre ~~and~~per ~~cash flows~~year.

~~Risks~~Life-Cycle Environmental Impact – the ~~Related~~core of the H2EG process involves reactors made from stainless steel that can be reused after its estimated 20-year lifetime. As the solar farms of the 80’s and 90’s reaches their end of life there is a valid concern of what will happen to ~~Our~~the ~~Business,~~photovoltaic ~~Industry~~panels? The answer for most is the landfill – reversing much of the reduced pollution they were part of during their active life. The International Renewable Energy Agency (“IRENA”) estimated that in 2016 there was about 250,000 ~~and~~metric ~~Strategy~~tonnes of solar panel waste. IRENA further projected that by 2050 this number could reach 78 million metric tonnes.

~~We have~~Biomass-based ~~substantial~~High-Temperature ~~liabilities~~Fast ~~that~~Pyrolysist ~~will require that we raise additional financing to continue operations. Such financing may be~~has ~~available~~significant onadvantages ~~less~~over ~~advantageous~~other ~~terms,~~methods ifof atdecarbonizing ~~all.~~our ~~Additional~~global ~~financing~~economy ~~may~~via ~~result~~Green ~~in substantial dilution~~Hydrogen.

~~As of~~Situation December 31, 2022, we had $73,636 of cash, total current assets of $289,618, current liabilities of $4,135,547 and a working capital deficit of $(3,845,929). Our current liabilities mainly include short-~~term~~ notes payable, and to a lesser extent, accounts payable. We are currently unable to pay all of our accounts payable. If any material creditor decides to commence legal action to collect from us, it could jeopardize our ability to continue in business.Customers

~~We will~~Customers befor ~~required~~Green toHydrogen ~~seek~~can ~~additional~~vary ~~debt~~across ordifferent sectors ~~equity financing in order to pay our current liabilities~~ and ~~to support our anticipated operations~~industries. We ~~may~~Though ~~not~~H2EG beis ~~able~~specifically totargeting ~~obtain~~Heavy ~~additional~~Truck ~~financing~~Transportation onin ~~satisfactory~~California ~~terms,~~as orfirst ~~at all~~project, ~~and~~here ~~any new equity financing could have a substantial dilutive effect on our existing stockholders. If our cash on hand, cash flows from operating activities, and borrowings under our credit facility~~ are ~~not sufficient to fund our capital expenditures, we may be required to refinance or restructure our debt, if possible, sell~~some ~~assets,~~potential orCustomer ~~reduce~~segments orfor ~~delay~~Green acquisitions or capital investments, even if publicly announced. If we cannot obtain additional financing, we will not be able to conduct the operating activities that we need to generate revenue to cover our costs, and our results of operations would be negatively affected.Hydrogen:

~~There~~Transportation: Customers in the transportation issector ~~substantial~~can ~~uncertainty~~include wevehicle ~~will~~manufacturers, ~~continue~~fleet ~~operations~~operators, inand ~~which~~transportation ~~case~~companies. ~~you~~Green ~~could~~Hydrogen ~~lose~~can ~~your~~be ~~investment~~used as a fuel for fuel cell electric vehicles (FCEVs) and hydrogen-powered vehicles, such as cars, buses, trucks, and trains.

~~We have~~Industry ~~determined~~and ~~that~~Manufacturing: ~~there~~Industrial iscustomers may ~~substantial~~include ~~doubt~~companies ~~that~~in wesectors ~~can~~such ~~continue~~ as ansteel, ~~ongoing~~cement, ~~business~~chemicals, ~~for~~and ~~the~~refining. ~~next~~Green 12Hydrogen ~~months.~~can ~~The~~be ~~financial~~used ~~statements do~~as ~~not~~a ~~include~~feedstock ~~any~~or ~~adjustments~~fuel ~~that~~in industrial ~~might~~processes, ~~result~~replacing ~~from~~fossil ~~the~~fuels. ~~uncertainty~~It ~~about~~can ~~our~~also ~~ability~~be toutilized ~~continue~~for inhydrogenation ~~business.~~processes Asin ~~such~~industries welike ~~may~~food ~~have~~processing, topharmaceuticals, ~~cease operations~~ and ~~you~~electronics ~~could lose your entire investment~~manufacturing.

~~The accompanying~~Power ~~financial~~Generation ~~statements~~and ~~have~~Grid ~~been~~Balancing: ~~prepared~~Utilities and ~~assuming~~power wecompanies ~~will~~can ~~continue~~be ascustomers afor ~~going~~Green ~~concern,~~Hydrogen. ~~which~~Hydrogen ~~contemplates~~can ~~the~~be ~~realization of~~used ~~assets~~in ~~and~~fuel ~~satisfaction~~cells ofto ~~liabilities~~generate inelectricity, ~~the~~providing ~~normal~~a ~~course~~clean and ofefficient ~~business.~~power Asgeneration ~~presented~~option. inIt ~~the~~can ~~financial~~also ~~statements,~~be westored ~~have~~and ~~incurred losses~~used offor ~~$341,739~~grid ~~and $260~~balancing,~~859~~ ~~for~~helping ~~the~~to ~~years~~manage ~~ended~~intermittent ~~December~~renewable ~~31,~~energy sources ~~2022~~ and ~~2021,~~ensure ~~respectively~~grid stability.

~~Loans~~Energy Storage: Customers in the energy storage ~~from~~sector ~~affiliates~~can ~~have~~include ~~allowed~~grid usoperators, torenewable ~~continue~~energy ~~operations~~developers, and energy storage companies. WeGreen ~~anticipate~~Hydrogen ~~that~~can ~~operating~~be ~~losses~~produced ~~will~~during ~~continue~~periods of inexcess ~~the~~renewable ~~near~~energy ~~term~~generation ~~until~~and westored ~~begin to~~for ~~operate~~later use. It can serve as a ~~technology~~long-duration ~~focused~~energy ~~oilfield~~storage ~~services~~solution, ~~business~~providing a means to store and release energy when needed.

4Heat and Building Sector: Green Hydrogen can be used for heating applications in residential, commercial, and industrial buildings. Customers in this sector may include building developers, heating equipment manufacturers, and district heating operators. Hydrogen can be used as a low-carbon alternative for heating and can be combined with fuel cells for combined heat and power (CHP) applications.

~~Our~~Energy Export: Countries or regions with abundant ~~ability~~renewable toenergy ~~achieve~~resources ~~and~~can ~~maintain~~produce ~~profitability~~Green Hydrogen and ~~positive~~export ~~cash~~it ~~flow~~to isregions ~~dependent~~with ~~upon:~~limited renewable energy potential. This can be done through hydrogen pipelines, liquefied hydrogen transport, or shipping. Customers can include energy importers, countries aiming to diversify their energy sources, and hydrogen importers.

●Research ~~Our~~and ~~ability~~Development: toAcademic ~~raise~~institutions, research ~~capital~~organizations, toand ~~fund~~technology ~~our~~developers ~~operations,~~can ~~working~~be ~~capital~~customers ~~needs~~for Green Hydrogen in terms of conducting research, ~~capital~~developing ~~expenses~~new technologies, and ~~potential~~advancing ~~acquisitions;~~the knowledge and understanding of hydrogen-related applications.

●It's ~~The~~important ~~success~~to note that the development and adoption of ~~our~~the ~~oilfield~~Green ~~services~~Hydrogen ~~acquisition~~marketplace ~~initiative;~~is still in progress, and the specific customer landscape will likely evolve as the industry matures and more applications for Green Hydrogen emerge.

●Specific ~~Our~~Green ~~ability~~Hydrogen toCustomers ~~establish~~H2EG ~~full~~is ~~service~~seeking currently ~~facilities in each major geographic area of drilling with products and services such are RFID enclosures, pipe coating services, hardbanding, inspection services, and machining and thread repair; and~~include:

●Heavy ~~Our~~Transport ~~ability~~OEMS to– ~~develop~~heavy ~~life~~transport OEMs ~~cycle~~since ~~management~~in ~~services,~~some ~~providing~~cases ~~drill~~they ~~pipe~~are ~~asset~~“guaranteeing” ~~tracking~~hydrogen ~~from~~availability ~~cradle~~as topart ~~grave, predictive maintenance modeling, collection and maintenance~~ of ~~all~~the ~~service~~sale ~~history and delivery of this data-driven software tool~~ to ~~customers~~their ~~via cloud-based systems~~Customers.

~~Based upon~~Heavy ~~current~~Transport ~~plans,~~Companies we– ~~expect~~virtually every totrucking ~~incur~~company ~~operating~~is ~~losses~~looking infor ~~future~~ways ~~periods~~to asreduce weGHG ~~will~~by betransitioning ~~incurring~~to ~~expenses~~renewable energy – and ~~not~~this ~~generating~~is ~~significant revenues~~Hydrogen. WeFirst ~~cannot~~project is ~~guarantee~~California ~~that~~for wereasons ~~will~~mentioned beprior. ~~successful~~Simply input, ~~generating~~there ~~significant~~is ~~revenues~~no inother ~~the~~Heavy ~~future.~~Transport ~~Failure~~fuel option to ~~generate~~Green ~~revenues that~~Hydrogen ~~are~~to ~~greater~~meet ~~than~~newly ~~our~~enacted regulations. ~~expenses~~Heavy ~~could~~Transport ~~result~~OEMs inrecognize ~~the~~this ~~loss~~reality, ofand all orhave a ~~portion~~priority offocus ~~your~~on ~~investment~~meeting the newly emerging demand for Green Hydrogen in California.

~~We plan to operate in a highly competitive industry, with intense price competition, which may intensify as our competitors expand their operations.~~4

~~The market~~Strategic for oilfield services in which we plan to operate is highly competitive and includes numerous small companies capable of competing effectively in our markets on a local basis, as well as several large companies that possess substantially greater financial resources than we do. Contracts are traditionally awarded on the basis of competitive bids or direct negotiations with customers. The principal competitive factors in our markets are product and service quality and availability, responsiveness, experience, equipment quality, reputation for safety and price. The competitive environment has intensified as recent mergers among exploration and production companies have reduced the number of available customers. The fact that drilling rigs and other vehicles and oilfield services equipment are mobile and can be moved from one market to another in response to market conditions heightens the competition in the industry. We may be competing for work against competitors that may be better able to withstand industry downturns and may be better suited to compete on the basis of price, retain skilled personnel and acquire new equipment and technologies, all of which could affect our revenue and profitability.implications

~~Downturns in~~Green ~~the~~Hydrogen ~~oil~~is ~~and~~viewed ~~gas~~as ~~industry,~~an ~~including~~increasingly ~~the oilfield services business, may have a material adverse effect on our financial condition~~important ordecarbonizing ~~results~~energy ~~of operations~~source.

~~The oil~~Customers ~~and~~are ~~gas~~across ~~industry~~a isbroad ~~highly~~range ~~cyclical and demand for most our future oilfield services and products will be substantially dependent on the level~~ of ~~expenditures by the oil and gas industry for the exploration~~markets, ~~development~~ and ~~production of crude oil and natural gas~~ ~~reserves,~~all ~~which~~find ~~are~~it ~~sensitive~~appealing tothough ~~oil~~some ~~and~~– ~~natural~~like ~~gas~~Heavy ~~prices~~Transport ~~and~~– ~~generally~~have ~~dependent~~been onfaced ~~the~~with ~~industry’s~~Green ~~view~~Hydrogen ofas ~~future~~a ~~oil~~“must ~~and gas~~have” ~~prices.~~versus ~~There~~a ~~are~~“nice ~~numerous~~to ~~factors affecting the supply of and demand for our future services and products, which are summarized as:~~have.”

●Our ~~general and economic business conditions;~~Competitors

●Green ~~market~~Hydrogen ~~prices~~competes ofwith ~~oil~~various energy sources and ~~gas~~technologies that aim to address similar energy and ~~expectations~~sustainability ~~about~~challenges. ~~future~~Here ~~prices;~~are some of the indirect and direct competitors or alternative options to Green Hydrogen:

●Fossil ~~cost~~Fuels: ofConventional ~~producing~~fossil fuels like coal, oil, and natural gas are the ~~ability~~dominant tosources ~~deliver~~of ~~oil~~energy globally. They provide a well-established and ~~natural~~relatively inexpensive energy source, although they have significant environmental drawbacks due to greenhouse gas; emissions and air pollution.

●Renewable ~~the~~Energy ~~level~~Sources: ofRenewable ~~drilling~~energy sources such as solar power, wind power, and ~~production~~hydropower ~~activity;~~compete with Green Hydrogen as alternative clean energy options. These sources generate electricity directly and can be more efficient in certain applications, particularly in regions with abundant renewable resources.

●Alternative ~~mergers~~Hydrogen Sources: Blue Hydrogen is seen by some as carbon neutral because of the sequestration. However, ~~consolidations~~recent ~~and~~legislation ~~downsizing~~has ~~among~~gone ~~our~~against ~~future~~viewing ~~clients~~Blue orHydrogen ~~acquisition~~as a ~~targets;~~true renewable energy source.

●Battery ~~coordination~~Electric Vehicles (BEVs): Battery electric vehicles, powered by ~~OPEC;~~rechargeable batteries, compete with hydrogen fuel cell electric vehicles (FCEVs) in the transportation sector. BEVs have gained significant market share, and advancements in battery technology have improved their range and charging infrastructure.

●Biofuels: ~~the~~Biofuels, ~~impact~~such ofas ~~commodity~~biodiesel ~~prices~~and onbioethanol, are ~~the~~produced ~~expenditure~~from ~~levels~~renewable oforganic ~~our~~materials ~~future~~such ~~clients~~as oragricultural ~~acquisition~~crops ~~targets;~~and waste biomass. They are used as alternatives to fossil fuels in transportation and can compete with Green Hydrogen, especially in sectors like aviation and shipping.

●Direct ~~financial~~Electrification: ~~condition~~In ofsome ~~our~~applications, direct ~~client~~electrification ~~base~~may ~~and~~be ~~their~~a ~~ability~~competing option to ~~fund~~Green ~~capital~~Hydrogen. ~~expenditures;~~Instead of converting electricity into hydrogen, it can be used directly for various applications, such as electric heating, electric vehicles, and electric industrial processes.

●Energy ~~the~~Storage ~~physical~~Technologies: ~~effects~~Various ofenergy storage ~~climatic~~technologies, ~~change~~such as lithium-ion batteries, ~~including~~pumped ~~adverse~~hydro ~~weather~~storage, ~~such~~and asadvanced ~~increased~~flow ~~frequency~~batteries, orcan ~~severity~~compete ofwith ~~storms,~~hydrogen ~~droughts~~as means of storing and ~~floods~~releasing renewable energy. These technologies offer different storage capacities, orefficiencies, ~~geologic/geophysical~~and ~~conditions;~~applications.

5Other Low-Carbon Technologies: Low-carbon technologies like carbon capture and storage (CCS) and carbon capture, utilization, and storage (CCUS) aim to reduce greenhouse gas emissions from fossil fuel-based energy sources. These technologies can be seen as competitors to Green Hydrogen, particularly in sectors where CCS/CCUS can be integrated.

●It's ~~the~~worth ~~adoption~~noting ofthat ~~legal~~these ~~requirements~~alternatives orand ~~taxation,~~competitors may ~~including~~vary in their suitability and competitiveness depending on specific applications, ~~for~~geographical ~~example~~location, ainfrastructure ~~carbon~~availability, policy ~~tax~~support, ~~relating~~and toother ~~climate~~factors. ~~change~~The ~~that~~energy ~~lowers~~landscape ~~the~~is ~~demand~~evolving rapidly, and different solutions may be more suitable for ~~petroleum-based~~different contexts ~~fuels;~~and sectors.

●At ~~civil~~this ~~unrest~~point, orH2EG ~~political~~views ~~uncertainty~~Electrolysis-based inGreen Hydrogen ~~oil~~as ~~producing~~the orprimary ~~consuming~~direct ~~countries;~~competitor. Several competitors have been identified based on core hydrogen-production technology:

●Electrolysis ~~level of consumption of oil, gas and petrochemicals by consumers;~~process

●Plug changes in existing laws, regulations, or other governmental actions, including temporary or permanent moratoria on hydraulic fracturing or offshore drilling, or shareholder activism or governmental rulemakings or agreements to restrict greenhouse gas emissions, or GHGs, which developments could have an adverse impact on the oil and gas industry and/or demand for our future services;Power

~~● the business opportunities (or lack thereof) that may be presented to and pursued by us;~~ITM Power

●NEL availability of services and materials for our future clients or acquisition targets to grow their capital expenditures; ● ability of our future clients or acquisition targets to deliver product to market;Hydrogen

~~● availability of materials and equipment from key suppliers; and~~Nedstack

●Accelera ~~cyber-attacks on our network that disrupt operations or result in lost or compromised critical data.~~(Cummins)

~~The oil~~Pyrolysis and gas industry has historically experienced periodic downturns, which have been characterized by diminished demand for oilfield services and products and downward pressure on pricing. A significant downturn in the oil and gas industry could result in a reduction in demand for oilfield services and could adversely affect our future operating results.process

~~Our business could be adversely affected by unfavorable economic and political conditions, which in turn, can negatively impact our ability to generate returns to you.~~Raven

Our business and operations are sensitive to general business and economic conditions in the United States. Factors beyond our control could cause fluctuations resulting in adverse conditions, such as heightened inflation. Sustained inflationary pressures resulted in the Federal Reserve Board increasing interest rates significantly during 2022, and the Federal Reserve Board has continued to raise interest rates in 2023. To the extent such conditions worsen, it may negatively impact our ability to generate returns to you.Mote

In addition, national and regional economies and financial markets have become increasingly interconnected, which increases the possibilities that conditions in one country, region, or market might adversely impact issuers in a different country, region, or market. Major economic or political disruptions, such as the slowing economy in China, the war in Ukraine and sanctions on Russia, and a potential economic slowdown in the United Kingdom and Europe, may have global negative economic and market repercussions. Russia’s conflict with Ukraine and the sanctions and other measures imposed by various governments in response to this conflict have increased the level of economic and political uncertainty globally. A significant escalation or expansion of economic disruption or countries subject to sanctions or the conflict’s scope could have a material adverse effect on our results of operations, financial condition and cash flows.Monolith

Our oilfield services business depends on domestic drilling activity and spending by the oil and natural gas industry in the United States. The level of oil and natural gas exploration and production activity in the United States is volatile and we may be adversely affected by industry conditions that are beyond our control.5

We depend on our future customers’ willingness to make expenditures to explore for and to develop and produce oil and natural gas in the United States. We cannot accurately predict which or what level of our future services and products our clients will need in the future. Our ~~future~~Growth ~~customers’ willingness to undertake these activities depends largely upon prevailing industry conditions that are influenced by numerous factors over which management has no control, such as:~~Strategies

●Fossil-free, ~~domestic~~carbon ~~and~~negative ~~worldwide~~green ~~economic~~energy ~~conditions~~is critical to an environmentally friendly future. Green Hydrogen will play a critical, ~~including~~if ~~inflation;~~not the most important role in a Green Energy future.

●H2 Energy Group mission is to provide the ~~supply~~lowest cost Green Hydrogen in the marketplace. Our pyrolysis-based Green Hydrogen will be economically sustainable, perpetually renewable, and ~~demand~~increasingly reliable. ~~for~~It ~~oil~~will be delivered via modular and ~~natural~~scalable ~~gas;~~solutions supporting both stand-alone and distributed energy architectures.

●The ~~the~~Company ~~level~~strategy ofis ~~prices,~~based ~~and~~on ~~expectations~~the ~~about~~following ~~future prices, of oil and natural gas;~~marketplace assumptions:

●Green ~~the~~Hydrogen ~~cost~~is a critical part of ~~exploring~~any ~~for,~~future ~~developing,~~Green Energy ~~producing~~portfolio and ~~delivering~~is ~~oil~~on the verge of significant growth. Biomass-based Green Hydrogen offers benefits over current methods of Green Hydrogen production that have limitations in base load, electricity requirements, and ~~natural~~water ~~gas;~~consumption.

6H2EG Green Hydrogen process is uniquely competitive in its combination of:

●Economic ~~the~~Sustainability ~~expected~~– ~~rates~~Lowest ofcost defensible ~~declining~~Green ~~current~~Hydrogen ~~production;~~cost structure

●Biomass ~~the~~Supply ~~discovery~~Chain ~~rates~~– ofbased ~~new~~on ~~oil~~multiple environmentally ~~and~~friendly ~~natural~~perpetual ~~gas~~energy ~~reserves;~~sources

●Modularity ~~available~~and ~~pipeline,~~Flexibility ~~storage~~– ~~and~~allows ~~other~~for distributed ~~transportation~~reliability ~~capacity;~~and scalability

●Baseload ~~federal,~~Power ~~state~~– ~~and~~not ~~local~~subject ~~regulation~~to ofwind or ~~exploration~~solar ~~and~~vagaries, ~~drilling~~operates ~~activities;~~24 x 7

●Technical ~~weather~~Advantage ~~conditions,~~– ~~including~~production ~~hurricanes~~cost 3x ~~that~~less ~~can~~than ~~affect~~grid-based ~~oil~~electrolysis. ~~and~~H2EG ~~natural~~pyrolysis ~~gas~~process ~~operations~~is ~~over a wide area;~~proprietary

●Self-Powered ~~political~~Solution ~~instability~~– inoperates ~~oil~~independent of ~~and~~grid ~~natural~~in ~~gas~~distributed ~~producing~~or ~~countries;~~stand-alone modes

●Negative ~~technical~~Carbon ~~advances~~Index ~~affecting~~– ~~energy~~qualify ~~consumption;~~for all subsidies although subsidies/tax credits are not required for cost competitiveness.

●Initial ~~the~~focus ~~price~~is ~~and~~Green ~~availability~~Hydrogen offuel ~~alternative~~for ~~fuels;~~Heavy Transport in the State of California.

●This ~~the~~heavy ~~ability~~transport offocus ~~oil~~represents ~~and~~the ~~natural~~best ~~gas~~initial opportunity ~~producers~~for tothe ~~raise~~following ~~equity capital and debt financing; and~~reasons:

●The ~~merger~~State ~~and~~of ~~divestiture~~California ~~activity~~has ~~among~~mandated ~~oil~~the elimination of diesel-powered Heavy Transport (i.e., Class 6-8) by 2035 with projections of 100,000 in 2030 and ~~natural~~300,000 ~~gas~~in ~~producers~~2035. This is driven by the significant emissions generated by diesel trucks. Note, each Heavy Truck will use approximately 60 kgs of hydrogen per day.

~~We expect~~Consider that our revenues will be generated from customers or acquisition targets who are engaged in drilling for and producing oil and natural gas. Developments that adversely affect oil and natural gas drilling and production services could adversely affect our customers’ demand for our products and services, resulting in a material adverse effect on our business, financial condition and results of operations. Current and anticipated oil and natural gas prices, the ~~related~~amount ~~level~~ of ~~drilling~~CO2 ~~activity,~~generated ~~and~~by ~~general~~diesel ~~production spending in the areas~~Heavy inTransport ~~which~~along ~~we plan to have operations are~~ the primary drivers of demand for our future services. The level of oil and natural gas exploration and production activity in the United States is volatile and this volatility could have a material adverse effect on the level of activity by our future customers. Any reduction by our future customers of activity levels may adversely affect the prices that we can charge or collect for our services. In addition1,250 ~~any~~miles ~~prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and~~(~2,000 ~~therefore,~~km) ~~affect demand for the services we plan to provide. Moreover, a decrease in the development rate~~ of ~~oil~~Interstate ~~and~~I-5 ~~natural~~from ~~gas reserves in our acquisition targets’ market areas~~Carlsbad, ~~whether~~CA ~~due~~ to ~~increased governmental regulation of or limitations on exploration and drilling activity or other factors~~Everett, ~~may also have an adverse impact on our business, even in an environment of stronger oil and natural gas prices.~~WA

~~Our~~The 1,250 miles of I-5 Corridor (i.e., with 550 miles ~~planned~~traversing ~~operations~~through ~~are~~urban ~~subject~~areas) toexperiences ~~hazards~~average ~~inherent~~daily intraffic ~~the~~of ~~oil~~71,000 ~~and~~vehicles ~~natural~~with ~~gas~~a ~~industry~~maximum of 300,000. Of this, truck transportation is 10,000 trucks/day with a maximum exceeding 35,000.

~~The operational~~If ~~risks~~only ~~inherent~~concentrate inon ~~our~~the ~~industry could expose us to substantial liability for personal injury~~10,000 ~~wrongful~~trucks ~~death,~~per ~~property~~day ~~damage, loss of oil and natural gas production, pollution and other environmental damages. The frequency and severity of such incidents will affect our operating costs, insurability and relationships~~ with ~~customers, employees and regulators. In particular, our customers may~~ elect not to retain our future services if they view our safety record as unacceptable, which could cause us to lose substantial revenue. We do not have insurance against all foreseeable risks, either because insurance is not available or because of the high premium costs. We evaluate certain of our risks and insurance coverage annually. After carefully weighing the costs, risks, and benefits of retaining versus insuring various risks, we occasionally opt to retain certain risks not covered by our insurance policies. The occurrence of an ~~event~~ ~~not~~average ~~fully insured against, or the failure~~ of an500 ~~insurer~~miles todriven ~~meet~~per ~~its insurance obligations~~day, ~~could~~then ~~result in substantial losses. In addition, we may not be able to maintain adequate insurance in the future at rates we consider reasonable and~~ there ~~can~~are ~~be no assurance that insurance will be available to cover any or all of these risks~~5, or000,000 ~~even~~truck-miles ifdriven ~~available,~~along ~~that it will be adequate or that insurance premiums or other costs will not rise significantly in~~ the ~~future,~~I-5 ~~making~~Corridor ~~such~~every ~~insurance costs prohibitive~~day. ~~In addition, our insurance is subject to coverage limits and some policies exclude coverage for damages resulting from environmental contamination.~~

~~We may~~According ~~not~~to ~~realize~~ the ~~anticipated~~Environmental ~~benefits~~Defense Fund transportation trucks emit 161.8 grams of ~~acquisitions~~CO2 orper ~~divestitures~~ton-mile.

~~We continually~~Given ~~seek~~this ~~opportunities~~factor, ~~to increase efficiency~~ and ~~value~~assuming ~~through~~only various transactions, including purchases or sales of assets or businesses. We intend to pursue our U.S. oilfield services company acquisition initiative, aimed at companies who are already recognized as a ~~high-~~75% ~~quality services provider to strategic customers in the major North American oil and gas basins. These transactions are intended~~average toload ~~result in the offering~~ of ~~new~~freight ~~services~~trucks oralong ~~products,~~ the ~~entry~~I-5 ~~into~~Corridor ~~new~~then ~~markets,~~ the ~~generation~~amount of ~~income~~CO2 oremitted ~~cash,~~daily ~~the~~is ~~creation~~over ~~of efficiencies~~40 ormillion ~~the~~pounds! ~~reduction~~This ofrepresents ~~risk.~~over Whether we realize the anticipated benefits from an acquisition or any other transactions depends, in part, upon our ability to timely and efficiently integrate the operations of the acquired business, the performance of the underlying product and service portfolio, and the management team and other personnel of the acquired operations7. ~~Accordingly, our financial results~~3 ~~could~~million betons ~~adversely affected from unanticipated performance issues, legacy liabilities, transaction-related charges, amortization~~ of ~~expenses related~~CO2 toper ~~intangibles,~~year ~~charges for impairment of long~~-~~term~~ ~~assets,~~just ~~credit~~along ~~guarantees, partner performance and indemnifications. In addition,~~ the ~~financing~~Interstate of any future acquisition completed by us could adversely impact our capital structure or increase our leverage. While we believe that we have established appropriate and adequate procedures and processes to mitigate these risks, there is no assurance that these transactions will be successful. We also may make strategic divestitures from time to time. These transactions may result in continued financial involvement in the divested businesses, such as guarantees or other financial arrangements, following the transaction. Nonperformance by those divested businesses could affect our future financial results through additional payment obligations, higher costs or asset writeI-5 downs. Except as required by law or applicable securities exchange listing standards, which would only apply when, and if, we are listed on a national securities exchange, we do not expect to ask our shareholders to vote on any proposed acquisition or divestiture. Moreover, we generally do not announce our acquisitions or divestitures until we have entered into a definitive agreement for an acquisition or divestiture.Corridor!

7Specific to H2EG initial market – California Hydrogen-Based FCEV Heavy Truck – it is expected that this market will grow exponentially based heavily on California restrictions on diesel engine heavy trucks. California expects to have 100,000 FCEV heavy trucks by 2030. This equates to an annual market size of over 2.2 billion kgs or 2.5 million English tons of hydrogen in California alone

~~There are~~While ~~risks~~representing ~~relating~~only totwo ~~our~~percent ~~acquisition~~of ~~strategy.~~vehicles Ifon California weroads, ~~are~~the ~~unable~~hundreds toof ~~successfully~~thousands ~~integrate~~of ~~and~~trucks ~~manage~~that ~~businesses~~sustain ~~that~~the weCalifornia ~~plan~~economy togenerate ~~acquire in~~more ~~the~~than ~~future~~three percent of its particulate emissions, ~~our~~nine ~~results~~percent of ~~operations~~the State’s greenhouse gas emissions, and ~~financial~~32 ~~condition~~percent ~~could~~of beits ~~adversely~~nitrogen ~~affected~~oxides.

~~One of~~EV ~~our~~technology ~~key~~has ~~business~~been ~~strategies~~determined is to ~~acquire~~be ~~technologies, operations and assets that are complementary to our existing businesses. There~~ineffective ~~are~~as ~~financial,~~a ~~operational~~power ~~and~~system ~~legal~~for ~~risks~~Heavy ~~inherent~~Transport inbecause ~~any acquisition strategy, including~~of:

●Long ~~increased~~fueling ~~financial~~times ~~leverage;~~- using an AC On-board charger (43 kW) it requires around ten hours to charge the battery from empty to full. Using a DC charger (max 250 kW) this can be reduced to just two hours - though there are efforts underway to reduce this to 30 minutes. Still, when Heavy Transport makes money by time this is a significant disadvantage.

~~● ability to obtain additional financing;~~6

●Inaccessability ~~increased~~– ~~interest~~no ~~expense;~~grid ~~and~~connection in rural areas

●Battery ~~difficulties~~weight ~~involved~~– intypical ~~combining~~Class ~~disparate~~8 ~~company~~EV ~~cultures~~Heavy Truck ~~and~~requires ~~facilities~~over 4 tons of batteries – significantly more than the current Diesel engine. This reduces carrying capacity and increases freight costs

The success of any completed acquisition will depend on our ability to effectively integrate the acquired business into our existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. In additionConsequently, ~~possible~~Fuel ~~future~~Cell ~~acquisitions~~Electric ~~may~~Vehicles ~~be larger and for purchase prices significantly higher than those~~(“FCEV” paid for earlier acquisitions. No assurance can be given that we will be able to continue to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or ~~successfully~~“Hydrogen ~~acquire~~Trucks”) ~~identified~~represent ~~targets. Our~~the ~~failure~~one toof ~~achieve consolidation savings, to incorporate~~ the ~~acquired~~viable ~~businesses~~alternatives ~~and~~for ~~assets~~transforming ~~into~~Heavy ~~our~~Transport ~~existing operations successfully or~~ to ~~minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of~~carbon-neutral/negative ~~operation.~~status

~~If we~~Business ~~are not successful in continuing to grow our oilfield services business, then we may have to scale back or even cease our ongoing business operations.~~Model

~~Our success~~The isCompany ~~significantly~~currently ~~dependent~~focuses on ~~our~~partnerships ~~U.S. oilfield services company acquisition initiative, aimed at service companies who are recognized~~where ~~as a high-quality services provider to strategic customers in~~ the ~~major~~Partner ~~North~~provides ~~American~~funding ~~oil~~ and ~~gas~~local ~~basins.~~relationships ~~When and if completed, these oilfield services company acquisitions are expected to provide immediate revenue from their current regional customer base,~~ while ~~also providing~~H2EG usprovides ~~with~~an aintegrated ~~foundation~~suite ~~for~~of ~~channel~~technologies ~~distribution~~ and ~~product~~operational ~~development of our amorphous alloy technology products~~expertise. ~~We may be~~ ~~unable~~This tois ~~locate~~conducted ~~suitable~~under ~~companies or operate on~~ a ~~profitable~~Net ~~basis.~~Income IfShare ~~our business plan is not successful~~(i.e., ~~and~~royalties) weentitling ~~are~~H2EG ~~not able~~ to ~~operate~~ ~~profitably,~~a ~~investors~~percentage ~~may~~of ~~lose~~the ~~some~~Net orIncome ~~all~~ of ~~their~~the ~~investment~~operating ~~in our Company~~entity.

~~We depend~~This oncurrent ~~key~~Business ~~management~~Model ~~personnel~~is ~~and~~open ~~technical~~to ~~experts~~evolution as opportunities present themselves. The ~~loss~~advantage of ~~key~~this ~~employees~~model or– ~~access~~currently to– ~~third~~is ~~party~~the ~~technical expertise could impact our ability to execute our business.~~following:

~~If we~~Allows ~~lose~~for ~~the~~different ~~services~~type of ~~the~~operating ~~senior~~models ~~management, or access to independent land men, geologists and reservoir engineers with whom we have~~– ~~strategic~~not ~~relationships~~constrained ~~during~~by ~~our~~a ~~transition~~single ~~period,~~approach ~~our~~– ~~ability~~allowing togrowth ~~function and grow could suffer, in turn, negatively affecting our business, financial condition and results of operations~~flexibility.

~~Effective April~~Allows ~~17,~~headquarter ~~2019,~~personnel Mr. Kenneth Hill resigned as the Company’s Chief Executive Officer, interim Chief Financial Officer, Secretary, Treasurer and member of the Board of Directors. On April 23, 2019, the Company’s Board of Directors appointed Mr. Kevin DeLeon as interim Chief Executive Officer and interim Secretary of the Company until a permanent replacement is appointed. Mr. DeLeon has assumed the duties of these positions effective immediately. If we are not able to ~~find~~deal ~~a qualified permanent replacement for these positions, it could have a material adverse effect on our ability to effectively pursue our business strategy and our relationships~~ with ~~advertisers~~multiple ~~and~~projects ~~content~~leveraging ~~partners.~~expertise ~~Leadership transitions can be inherently difficult to manage and may cause uncertainty or a disruption to our business or may increase the likelihood of turnover of other key officers and employees~~bandwidth.

8OPEX at project level allows each project to be evaluated on its own merit and reduces risk at holding level.

~~We depend~~Provides onfor ~~computer~~high ~~and~~profit ~~telecommunications~~margins ~~systems,~~at ~~and~~corporate ~~failures in our systems or cyber security attacks could significantly disrupt our business operations~~level.

~~We have~~Facilitates ~~entered~~global ~~into~~growth ~~agreements~~by ~~with~~dealing ~~third parties for hardware, software, telecommunications and other information technology services in connection~~ with our business. In addition, we have developed or may develop proprietary software systems, management techniques and other information technologies incorporating software licensed from third parties. It is possible that we, or these third parties, could incur interruptions from cyber security attacks, computer viruses or malware (including ransomware), or that third party service providers could cause a breach of our data. Any interruptions to our arrangements with third parties for our computing and communications infrastructure or any other interruptions to, or breaches of, our information systems could lead to data corruption, communication interruption, loss of sensitive or confidential information or otherwise significantly disrupt our business operations. There can be no assurance that the procedures and controls that we utilize to monitor, and mitigate our exposure to, these threats will be sufficient in preventing security threats from materializing. To our knowledge we have not experienced any material losses relating to cybercountry-attacks; however, there can be no assurance that we will not suffer material losses in the future either as a result of an interruption to or a breach of our systems or those of our third party vendors and service providersspecific.

~~Severe weather~~Governmental ~~could have a material adverse effect on our future business.~~Regulation

Our business ~~could~~is beimpacted ~~materially and adversely affected~~ by ~~severe~~federal, ~~weather.~~state ~~Our future clients or acquisition targets with oil~~ and ~~natural~~local ~~gas~~laws ~~operations~~and ~~located~~other inregulations ~~various~~relating ~~parts~~to of the ~~United~~energy ~~States may be adversely affected by hurricanes and storms, resulting in reduced demand for our future services~~sector. Furthermore, our future clients or acquisition targets may be adversely affected by seasonal weather conditions. Adverse weather can also directly impede our own future operations. Repercussions of severe weather conditions may include:

●In ~~curtailment~~addition, ofour ~~services;~~customers ●are ~~weather-related~~impacted ~~damage~~by laws and regulations relating to ~~facilities~~energy ~~and~~sector. ~~equipment~~These regulations are subject to change, ~~resulting~~and new regulations may curtail or eliminate our customers’ activities in ~~suspension~~certain ofareas ~~operations;~~where ●we ~~inability~~currently tooperate. ~~deliver~~We ~~equipment,~~cannot ~~personnel~~determine ~~and~~the ~~products~~extent to ~~job~~which ~~sites~~new inlegislation ~~accordance~~may ~~with~~impact ~~contract~~our ~~schedules;~~customers’ activity levels, and ●ultimately, ~~loss~~the ofdemand ~~productivity~~for our services.

~~These constraints~~Government ~~could~~initiatives ~~delay~~can ~~our~~stimulate ~~future~~demand ~~operations~~by ~~and~~setting hydrogen ~~materially~~consumption ~~increase~~targets ~~our~~in ~~operating~~various ~~and~~industries ~~capital~~or ~~costs~~implementing hydrogen-friendly regulations (e.g., ~~Unusually~~mandates ~~warm~~for ~~winters~~hydrogen ~~may~~use ~~also~~in specific ~~adversely~~sectors). ~~affect~~Mandates ~~the~~such ~~demand~~as ~~for~~California ~~our~~banning ~~services~~diesel byinternal ~~decreasing~~combustion ~~the~~engines ~~demand~~(“ICE”) ~~for~~after ~~natural~~2035 ~~gas~~are accelerating this demand.

We Our Company and our products are subject to various federal, provincial, state and local ~~regulation~~laws ~~regarding~~and ~~issues~~regulations ofrelating ~~health~~to, ~~safety~~among other things, land use, safe working conditions, handling and ~~protection~~disposal of hazardous and potentially hazardous substances and emissions of pollutants into the ~~environment~~atmosphere. ~~Under~~Emissions ~~these~~of SOx and NOx ~~regulations~~from our power plants are substantially lower than conventional combustion-based generating stations and are far below existing and proposed regulatory limits. The primary emissions from our power plants, weassuming ~~may~~no ~~become~~cogeneration ~~liable~~application, ~~for~~are ~~penalties~~humid flue gas that is discharged at temperatures of 700-800° F, ~~damages~~water orthat ~~costs~~is discharged at temperatures of ~~remediation.~~10-20° ~~Any~~F ~~changes~~above inambient ~~laws~~air temperatures, and ~~government~~CO2 ~~regulations~~in per-kW ~~could~~hour amounts that are, due to the high efficiency of fuel cells, significantly less than conventional fossil fuel central generation ~~increase~~power plants. Depending on the jurisdiction, whether our ~~costs~~plants ofrequire ~~doing~~water ~~business~~discharge permits is dependent upon whether the discharge is directed to a storm drain or wastewater system.

~~Our operations~~Various ~~and~~states ~~the operations of our customers are subject to extensive~~ and ~~frequently~~municipalities ~~changing~~in ~~regulations~~the U.S. ~~More stringent legislation,~~have ~~regulation~~adopted orprograms ~~taxation~~for ofwhich ~~drilling~~our ~~activity~~products ~~could~~qualify, ~~directly~~including ~~curtail~~programs ~~such~~supporting ~~activity~~self-generation, orclean ~~increase~~air ~~the~~power ~~cost of drilling~~generation, ~~resulting~~combined ~~in reduced~~heat ~~levels of drilling activity~~ and ~~therefore~~power ~~reduced demand for our services. Numerous federal~~applications, ~~state~~carbon ~~and local departments and agencies are authorized by statute to issue~~reduction, ~~and~~grid ~~have issued~~resiliency/microgrids, ~~rules~~energy ~~and~~storage ~~regulations binding upon participants in the oil~~ and ~~gas~~utility ~~industry.~~ownership ~~Our operations~~of ~~and~~fuel ~~the~~cell markets in which we participate are affected by these laws and regulations and may be affected by changes to such laws and regulations in the future, which may cause us to incur materially increased operating costs or realize materially lower revenue, or bothprojects.

~~Laws protecting~~At the ~~environment~~federal ~~generally~~level, ~~have~~the ~~become~~passage ~~more~~of ~~stringent~~the ~~over~~Bipartisan Infrastructure ~~time~~Bill ~~and~~of ~~are~~2021 ~~expected~~and tothe ~~continue~~Inflation toReduction doAct ~~so,~~of ~~which~~2022 ~~could~~are ~~lead~~expected to ~~material~~ ~~increases~~have ina ~~costs~~major ~~for~~impact ~~future~~on ~~environmental~~the ~~compliance~~US ~~and~~hydrogen ~~remediation~~market. The ~~modification or interpretation of existing laws~~ orBipartisan ~~regulations,~~Infrastructure orBill ~~the~~allocated ~~adoption~~over of$8 ~~new~~billion ~~laws or regulations, could curtail exploratory or developmental drilling~~ for ~~oil~~hydrogen-related ~~and~~activity ~~natural gas~~ and ~~could limit well site services opportunities. Additionally~~research, ~~environmental~~including ~~groups~~a ~~have~~hydrogen ~~advocated increased regulation in certain areas~~“HUBs” ininitiative ~~which~~to webe ~~currently~~administered ~~operate~~by orthe inDOE. ~~which~~In weOctober ~~may~~2023, ~~operate in~~ the ~~future.~~Biden-Harris ~~These~~administration ~~initiatives~~announced ~~could~~that ~~lead~~seven toHydrogen ~~more~~Hub ~~stringent permitting requirements,~~projects ~~increased~~were ~~regulation,~~selected ~~possible~~for ~~enforcement~~award ~~actions~~negotiations ~~against~~with the ~~regulated~~potential ~~community,~~to ~~and~~receive aup ~~moratorium~~to oran ~~delays~~aggregate onof ~~permitting,~~$7 ~~which~~billion ~~could adversely~~of ~~affect our well site service opportunities~~funding.

Some environmental laws and regulations may impose strict liability, which means that in some situations we could be exposed to liability as a result of our conduct that was lawful at the time it occurred as a result of conduct of, or conditions caused by, prior operators or other third parties. Clean-up costs and other damages, arising as a result of environmental laws, and costs associated with changes in environmental laws and regulations could be substantial and could have a material adverse effect on our financial condition. In addition, the occurrence of a significant event not fully insured or indemnified against could have a material adverse effect on our financial condition and operations.7

9The Inflation Reduction Act, or “IRA,” was signed into law in August 2022, marking a major investment by the U.S. federal government into a broad spectrum of renewable energy technologies by recasting existing investment and production tax credits and creating new credits for zero-emission technology. The IRA extended the existing Internal Revenue Code (“IRC”) Section 48 investment tax credit, through 2024 and introduces new prevailing wage conditions required to be eligible for the full credit value. We believe our Company could benefit from changes to the production tax credit pursuant to the new investment tax credit pursuant to IRC Section 48E for zero emission energy property, which will succeed the existing Section 48 investment tax credit, and the IRC Section 45V production tax credit for hydrogen. This new production credit offers up to $3.00 per kilogram of hydrogen produced if the hydrogen is considered zero carbon and if the hydrogen generation project conforms with prevailing wage and apprenticeship requirements. We expect that this incentive for zero carbon will result in increased demand for commercial solutions to hydrogen production technology, such as our True Green Hydrogen. Based on the current guidance made available by the IRS and U.S. Treasury Department, we believe that our Company is well positioned to take advantage of these provisions.

~~Increased regulation~~Environmental ~~of hydraulic fracturing could result in reductions or delays in oil and gas production by our customers, which could adversely impact our revenue.~~Matters

~~We anticipate~~Our ~~that~~operations, aand ~~significant~~those ~~portion~~ of our customers’, ~~oil and gas production~~ will be subject ~~developed~~to ~~from~~extensive ~~unconventional sources~~laws, ~~such as~~regulations ~~shales,~~and ~~that~~treaties ~~require~~relating ~~hydraulic~~to ~~fracturing~~air asand ~~part~~water ofquality, ~~the~~generation, ~~completion~~storage ~~process.~~and ~~Hydraulic~~handling ~~fracturing involves the injection~~ of ~~water~~hazardous materials, ~~sand~~and emission and ~~chemicals~~discharge ~~under~~of ~~pressure~~materials into the ~~formation to stimulate production~~environment. We dobelieve ~~not~~we ~~engage~~are in ~~any~~substantial ~~hydraulic~~compliance ~~fracturing~~with ~~activities ourselves~~all ~~although~~regulations ~~many of~~ affecting our ~~customers~~business. ~~may~~Historically, doour ~~so.~~expenditures Ifin ~~additional~~furtherance ~~levels~~ of ~~regulation~~our ~~and~~compliance ~~permits~~with ~~were~~these ~~required through the adoption of new~~ laws, ~~and~~ regulations atand ~~the~~treaties ~~federal~~have ornot ~~state level that could lead to delays~~been material, ~~increased operating costs~~ and ~~prohibitions~~we ~~for~~do ~~our customers,~~not ~~such~~expect ~~regulations~~the ~~could~~cost ~~reduce~~of ~~demand~~compliance ~~for~~to ~~our~~be ~~services~~material ~~and~~in ~~materially~~the ~~adversely affect our results of operations~~future.

~~Climate change legislation, regulatory initiatives and litigation could result in increased operating costs and reduced demand for the services we provide.~~Employees

~~In recent~~We ~~years,~~have ~~the~~six ~~U.S.~~full-time ~~Congress~~employees ~~has~~as ~~considered~~of ~~legislation~~May to15, ~~restrict~~2024. orWe ~~regulate~~believe ~~greenhouse~~that ~~gases~~our ~~(“GHGs”),~~relationships ~~such~~with asour ~~carbon dioxide~~employees ~~and~~are ~~methane~~satisfactory, ~~that~~and ~~may~~we beenjoy ~~contributing~~low toturnover. ~~global~~We ~~warming.~~support Indiversity in ~~addition,~~our ~~almost~~workforce ~~half~~and ofare ~~the~~committed ~~states,~~to ~~either~~safety ~~individually~~in orthe ~~through multi-state~~workplace ~~regional~~and ~~initiatives,~~compliance ~~have~~with ~~begun~~applicable toregulatory ~~address~~and ~~GHGs,~~legal ~~primarily~~requirements. ~~through~~We utilize the ~~planned~~services ~~development~~ of ~~emission~~independent ~~inventories~~contractors orto ~~regional GHG~~perform ~~cap~~various daily operational and ~~trade~~administrative ~~programs~~duties.

~~Although it~~Seasonal is not possible at this time to accurately estimate how potential future laws or regulations addressing GHGs would impact our business, either directly or indirectly, any future federal or state laws or implementing regulations that may be adopted to address GHGs could require us to incur increased operating costs and could adversely affect demand for the natural gas our customers extract using our services. Moreover, incentives to conserve energy or use alternative energy sources could reduce demand for oil and natural gas, resulting in a decrease in demand for our services. We cannot predict with any certainty at this time how these possibilities may affect our operations.Trends

~~Oilfield anti-indemnity~~We ~~provisions~~have ~~enacted~~not byexperienced ~~many~~and ~~states~~do ~~may~~not ~~restrict~~expect orto ~~prohibit~~experience aseasonal ~~party’s~~trends in ~~indemnification~~future ofbusiness usoperations.

~~We plan~~Our toCorporate enter into agreements with our customers governing the provision of our services, which usually will include certain indemnification provisions for losses resulting from operations. Such agreements may require each party to indemnify the other against certain claims regardless of the negligence or other fault of the indemnified party; however, many states place limitations on contractual indemnity agreements, particularly agreements that indemnify a party against the consequences of its own negligence. Furthermore, certain states have enacted statutes generally referred to as “oilfield anti-indemnity acts” expressly prohibiting certain indemnity agreements contained in or related to oilfield services agreements. Such oilfield anti-indemnity acts may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, financial condition and results of operations.History

~~Delays~~Our Company was organized under the laws of the State inof ~~obtaining~~Nevada ~~permits~~on byJanuary 7, 1982 under the name All Things Inc. On March 21, 1985, our ~~future~~Company’s ~~customers~~name orwas ~~acquisition~~changed ~~targets~~to ~~for~~New ~~their~~Environmental Technologies ~~operations~~Corporation. ~~could~~On ~~impair~~April 28, 2003, our ~~business~~Company’s name was changed to Victory Capital Holdings Corporation. On May 3, 2006, our Company’s name was changed to Victory Energy Corporation. On May 29, 2018, our Company’s name was changed to Victory Oilfield Tech, Inc. On January 11, 2024 our name was changed to Victory Clean Energy Inc.

~~Our future~~From ~~customers~~inception oruntil ~~acquisition~~2004, ~~targets~~we ~~are~~had ~~required~~no tomaterial ~~obtain permits from one or more governmental agencies in order to perform drilling~~business ~~and/or completion activities~~operations. ~~Such~~In permits are typically required by state agencies but can also be required by federal and local governmental agencies. The requirements for such permits vary depending on the location where such drilling and completion activities will be conducted. As with all governmental permitting processes2004, ~~there~~we isbegan ~~a degree of uncertainty as to whether a permit will be granted,~~ the ~~time~~search ~~it will take~~ for ~~a permit to be issued and~~ the ~~conditions~~acquisition ~~that may be imposed in connection with the granting~~ of ~~the~~assets, ~~permit.~~property ~~Certain regulatory authorities have delayed~~ or ~~suspended~~businesses ~~the~~that ~~issuance~~could ofbenefit ~~permits~~our ~~while~~Company ~~the potential environmental impacts associated with issuing such permits can be studied~~ and ~~appropriate mitigation measures evaluated~~its stockholders. ~~Permitting~~In ~~delays~~2005, anmanagement ~~inability~~determined tothat ~~obtain~~we ~~new~~should ~~permits~~focus oron ~~revocation of~~projects ~~our~~in ~~future~~the ~~customers’~~oil ~~or acquisition targets’ current permits could cause a loss of revenue~~ and ~~could~~gas ~~materially and adversely affect our business, financial condition and results of operations~~industry.

~~Gas drilling~~In ~~and~~January ~~production~~2008, ~~operations~~we ~~require~~and ~~adequate~~Navitus ~~sources~~Energy ofGroup ~~water~~(“Navitus”) established toAurora ~~facilitate~~Energy ~~the~~Partners ~~fracturing~~(“Aurora”). ~~process~~Prior ~~and~~to the ~~disposal~~Divesture of ~~that~~Aurora ~~water when~~described itbelow ~~flows~~we ~~back~~were to the ~~wellbore.~~managing ~~If our future customers or acquisition targets are unable to obtain adequate water supplies and dispose~~partner of ~~the~~Aurora ~~water~~and weheld ~~use or remove at~~ a ~~reasonable~~50% ~~cost~~partnership ~~and~~interest ~~within~~in ~~applicable~~Aurora. ~~environmental~~All ~~rules,~~of itour ~~may~~oil ~~have~~and annatural ~~adverse~~gas ~~impact~~operations onwere ~~our~~conducted ~~business~~through Aurora.

~~New environmental~~On ~~regulations~~August ~~governing~~21, ~~the withdrawal~~2017, ~~storage~~we ~~and~~entered ~~use~~into ofthe ~~surface water or groundwater necessary for hydraulic fracturing~~Divestiture ofAgreement ~~wells~~with ~~may~~Navitus, ~~increase our customers’ operating costs~~ and ~~cause~~on ~~delays,~~September ~~interruptions or termination of operations~~14, ~~the extent of which cannot be predicted~~2017, ~~all~~we ofentered ~~which~~into ~~could~~Amendment ~~have an adverse effect on our operations and financial performance~~No. ~~Water~~1 ~~that is used~~ to ~~fracture~~the ~~gas~~Divestiture ~~wells~~Agreement. ~~must~~Pursuant ~~be removed when it flows back~~ to the ~~wellbore.~~Divestiture Agreement, ~~Our~~as ~~future~~amended, ~~customers’~~we oragreed ~~acquisition targets’ ability~~ to ~~remove~~divest and ~~dispose~~transfer ofour ~~water~~50% ~~will~~ownership ~~affect~~interest ~~production~~in ~~and~~Aurora ~~the cost of water treatment and disposal and may affect their profitability. The imposition of new environmental initiatives and regulations could include restrictions on our customers’ ability~~ to ~~conduct hydraulic fracturing or disposal of waste~~Navitus, ~~including~~which ~~produced~~owned ~~water, drilling fluids and other wastes associated with~~ the ~~exploration, development~~remaining ~~and production of hydrocarbons~~50% interest. ~~This may have an adverse impact on our business.~~

10On July 31, 2018, the Company entered into a stock purchase agreement to purchase 100% of the issued and outstanding common stock of Pro-Tech Hardbanding Services, Inc., (“Pro-Tech”), an Oklahoma corporation which is a hardbanding company servicing Oklahoma, Texas, Kansas, Arkansas, Louisiana, and New Mexico.

~~If we~~On ~~are~~January ~~unable~~1, to2024, ~~obtain~~Victory ~~patents~~completed a merger agreement with H2 Energy Group Inc., ~~licenses~~a ~~and~~Delaware ~~other~~corporation ~~intellectual~~(“H2EG”) ~~property~~(the ~~rights~~“Merger”). ~~covering~~As ~~our~~a ~~services~~result ~~and~~of ~~products~~the Merger, ~~our~~a ~~operating results~~change ~~may~~in becontrol ~~adversely~~of ~~affected~~Victory occurred, and H2EG became a wholly owned subsidiary of Victory.

~~Our success~~On ~~depends,~~January ~~in part~~1, ~~on our ability to obtain patents~~2024, ~~licenses~~we ~~and~~entered ~~other~~into ~~intellectual~~an ~~property~~agreement ~~rights covering our services and~~with ~~products.~~Flagstaff ~~To that end~~International, weLLC ~~have~~under ~~obtained~~which ~~certain~~Flagstaff ~~patents~~will ~~and~~commit ~~intend~~ to ~~continue~~invest ~~to seek patents on some of our inventions~~$4, ~~services and products. While we have patented some of our key technologies~~000,000 wein doVictory ~~not~~in ~~patent~~exchange ~~all~~for ofVictory ~~our~~Preferred ~~proprietary technology, even when regarded~~Stock ~~as patentable. The process of seeking patent protection can be long~~ and ~~expensive.~~the ~~There~~transfer ~~can~~to bePro-Tech noHoldings ~~assurance that patents will be issued from currently pending or future applications or that, if patents are issued, they will be~~ of ~~sufficient~~all ~~scope~~equity orinterests ~~strength~~held toby ~~provide meaningful~~Victory ~~protection or any commercial advantage to us. In addition, effective copyright and trade secret protection may be unavailable or limited~~ in ~~certain~~Pro-Tech ~~countries.~~Hardbanding ~~Litigation~~Services, ~~which could demand significant financial and management resources, may be necessary to enforce our patents or other intellectual property rights~~Inc. ~~Also, there can be no assurance that we can obtain licenses or other rights to necessary intellectual property on acceptable terms.~~

~~If we~~On ~~are~~January ~~not~~1, ~~able~~2024, toVictory ~~develop~~completed orthe ~~acquire~~sale ~~new~~of Pro-Tech ~~products~~to orFlagstaff ~~our~~International, ~~products become technologically obsolete~~LLC, ~~our~~a ~~results~~Delaware oflimited ~~operations~~liability ~~may be adversely affected~~company.

The market for our future services and products is characterized by changing technology and product introduction. As a result, our success is dependent upon our ability to develop or acquire new services and products on a cost-effective basis and to introduce them into the marketplace in a timely manner. While we intend to continue committing substantial financial resources and effort to the development of new services and products, we may not be able to successfully differentiate our future services and products from those of our competitors. Our future clients may not consider our proposed services and products to be of value to them; or if the proposed services and products are of a competitive nature, our clients may not view them as superior to our competitors’ services and products. In addition, we may not be able to adapt to evolving markets and technologies, develop new products, or achieve and maintain technological advantages.8

~~If we~~Item ~~are unable to continue developing competitive products in a timely manner in response to changes in technology, our future business and operating results may be materially and adversely affected~~1A. InRisk ~~addition, continuing development of new products inherently carries the risk of inventory obsolescence with respect to our older products.~~Factors

~~Our ability~~No todisclosure ~~conduct our business might be negatively impacted if we experience difficulties with outsourcing and similar third-party relationships.~~required

~~We plan~~Item ~~to outsource certain business and administrative functions and rely on third parties to perform certain services on our behalf~~1B. We ~~may~~Unresolved doStaff so increasingly in the future. If we fail to develop and implement our outsourcing strategies, such strategies prove to be ineffective or fail to provide expected cost savings, or our third-party providers fail to perform as anticipated, we may experience operational difficulties, increased costs, reputational damage and a loss of business that may have a material adverse effect on our business, financial condition and results of operations.Comments

~~We have~~Not ~~identified material weaknesses in our internal control over financial reporting~~applicable. If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results and prevent fraud. As a result, current and potential stockholders could lose confidence in our financial statements, which would harm the trading price of our common stock.

~~Companies that~~Item ~~file reports with the SEC, including us, are subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404~~1C. SOX 404 requires management to establish and maintain a system of internal control over financial reporting and annual reports on Form 10-K filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, to contain a report from management assessing the effectiveness of a company’s internal control over financial reporting. Cybersecurity

~~Separately, under~~Cybersecurity ~~SOX~~Risk ~~404,~~Management ~~as amended by the Dodd-Frank Wall Street Reform~~ and Consumer Protection Act of 2010, public companies that are large accelerated filers or accelerated filers must include in their annual reports on Form 10-K an attestation report of their regular auditors attesting to and reporting on management’s assessment of internal control over financial reporting. Non-accelerated filers and smaller reporting companies, like us, are not required to include an attestation report of their auditors in annual reports.Strategy

~~A report~~We ofhave ~~our~~developed ~~management~~and isimplemented ~~included~~a ~~under~~cybersecurity risk ~~Item~~management 9Aprogram ~~“Controls~~intended ~~and~~to ~~Procedures.”~~protect Wethe ~~are a smaller reporting company and~~confidentiality, ~~consequently~~integrity, ~~are~~ ~~not~~and ~~required~~availability ~~to include an attestation report~~ of our ~~auditor~~critical insystems ~~our annual report. However, if~~ and ~~when we become subject to the auditor attestation requirements under SOX 404, we can provide no assurance that we will receive a positive attestation from our independent auditors~~information.

11Our cybersecurity risk management program is aligned to the Company's business strategy. It shares common methodologies, reporting channels and governance processes that apply to the other areas of enterprise risk, including legal, compliance, strategic, operational, and financial risk. Key elements of our cybersecurity risk management program include:

~~During its~~● risk ~~evaluation~~assessments ofdesigned the effectiveness of internal control over financial reporting as of December 31, 2022, management identified material weaknesses. These material weaknesses were associated with our lack of sufficient segregation of duties within accounting functions, lack of documentation for certain expense transactions, and our lack of sufficient oversight over cyber security. We are undertaking remedial measures, which measures will take time and capital to ~~implement~~help ~~and test, to address these material weaknesses. There can be~~identify ~~no assurance that such measures will be sufficient to remedy the~~ material ~~weaknesses~~cybersecurity ~~identified~~risks ~~or that additional material weaknesses or other control or significant deficiencies will not be identified in the future. If we continue~~ to ~~experience material weaknesses in~~ our ~~internal~~critical ~~controls or fail to maintain or implement required new or improved controls~~systems, ~~such circumstances could cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements~~information, ~~or adversely affect the results of periodic management evaluations and~~products, ~~if required~~services, ~~annual~~and ~~auditor attestation reports. Each of the foregoing results could cause investors to lose confidence in~~ our ~~reported~~broader ~~financial~~enterprise information ~~and lead to a decline in our stock price. See Item 9A “Controls and Procedures”~~technology ~~for more information.~~environment;

~~Risks~~● a security team principally responsible ~~Related~~for tomanaging ~~Our~~our ~~Common~~cybersecurity ~~Stock~~risk assessment processes and our response to cybersecurity incidents;

~~Because we~~● the ~~did~~use ~~not~~of ~~timely~~external ~~comply~~service ~~with~~providers, where ~~our SEC filing obligations~~appropriate, ~~our common stock was downgraded~~ to ~~the~~assess, ~~OTC~~test ~~Pink~~or ~~Market~~otherwise ~~which~~assist ~~may~~with ~~limit~~aspects ~~our trading market and may adversely affect the liquidity~~ of our ~~common~~security ~~stock.~~procedures;

~~We did~~● training ~~not timely file with the SEC our quarterly~~ and ~~annual~~awareness ~~reports~~programs ~~during 2019 and 2020 and our quarterly reports~~ for ~~the~~team ~~first~~members ~~and~~that ~~second~~include ~~quarters~~periodic of 2021. As a consequence, our common stock was moved from the OTCQB Venture Market to the OTC Pink Market, which is a more limited market than the OTCQB marketplace. Securities on the Pink Market are more volatile, and ~~the~~ongoing ~~risk~~assessments to ~~investors is~~drive ~~greater.~~adoption ~~The quotation of our common stock on the OTC Pink Market may result in a less liquid market available for existing~~ and ~~potential stockholders~~awareness ~~to trade shares~~ of ~~our~~cybersecurity ~~common~~processes ~~stock, could depress the trading price of our common stock~~ and ~~could have an adverse impact on our ability to raise capital in the future.~~procedures;

~~We intend to reapply to the OTC Markets Group for our common stock to trade on the OTCQB, which application may or may not be approved. There can be no assurance that there will be~~ ● a ~~more~~cybersecurity ~~active~~incident ~~market~~response ~~for our shares of common stock either now or in the future~~plan or that ~~stockholders~~includes ~~will~~procedures ~~be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result, our stockholders may not find purchasers~~ for ~~our~~responding ~~securities should they desire~~ to ~~sell~~cybersecurity ~~them.~~incidents; and

On September 16, 2020, the Securities and Exchange Commission (“SEC”) adopted extensive amendments to Rule 15c2-11 (“Rule”) under the Securities Exchange Act of 1934 (“Exchange Act”). The Rule governs the publication of quotations for securities in the over-the-counter (“OTC”) market, including the OTC Pink Market where our common stock is quoted. Rule 15c2-11 makes it unlawful for ● a ~~broker~~third-~~dealer~~party torisk ~~initiate~~management aprocess ~~quotation~~ for ~~a security unless the broker dealer has in its records prescribed information~~ ~~about~~service ~~the issuer that is current and publicly available. The lack of full time accounting personnel and financial constraints resulting in delayed payments to our external professional services~~ providers, ~~have restricted our ability to gather~~suppliers, ~~analyze~~ and ~~properly review information related to financial reporting in a timely manner~~vendors.

~~The price~~In ofthe ~~our~~last ~~common~~three ~~stock~~fiscal ~~could~~years, ~~experience~~the ~~significant~~Company ~~volatility~~has not experienced any material cybersecurity incidents.

~~The market~~Cybersecurity ~~price for our common stock could fluctuate due to various factors. In addition to other factors described in this section, these factors may include, among others:~~Governance

●The ~~conversion~~Board ofregularly ~~outstanding~~receives ~~stock~~reports ~~options~~from ~~or warrants; ● announcements by us or~~ our ~~competitors~~executive officers ofand ~~new~~third ~~investments;~~parties ●on ~~developments~~cybersecurity inmatters. ~~existing~~In oraddition, ~~new~~the ~~litigation;~~Board ●receives ~~changes~~reports inaddressing ~~government~~cybersecurity ~~regulations;~~as ●part ~~fluctuations~~of in our ~~quarterly~~overall enterprise ~~and~~risk ~~annual~~management ~~operating~~program ~~results;~~ and ●to ~~general~~the ~~market~~extent ~~and~~cybersecurity ~~economic~~matters ~~conditions,~~are ~~including~~addressed ~~recent~~in ~~inflationary~~regular ~~pressures~~business updates.

~~In addition,~~Management ~~the~~is ~~stock~~responsible ~~markets~~for ~~have~~developing cybersecurity programs, inincluding ~~recent~~as ~~years,~~may ~~experienced~~be ~~significant~~required ~~volume~~by ~~and~~applicable ~~price~~law ~~fluctuations~~or regulation. These ~~fluctuations~~individuals’ ~~often~~expertise ~~have been~~in ~~unrelated~~IT toand ~~the~~cybersecurity ~~operating~~generally has ~~performance~~been ofgained ~~the~~from ~~specific~~a ~~companies~~combination ~~whose~~of ~~stock~~education, isincluding ~~traded.~~relevant ~~Market~~degrees ~~prices~~ and/or ~~the~~certifications, ~~trading~~and ~~volume~~prior ~~of our~~work ~~stock may continue to~~ experience. ~~significant~~They ~~fluctuations~~are informed ~~due~~by totheir ~~the~~respective ~~matters~~cybersecurity ~~described~~teams ~~above, as well as economic~~ and ~~political~~monitor ~~conditions in~~ the ~~United States and worldwide~~prevention, ~~investors’ attitudes towards our business prospects~~detection, mitigation and ~~changes~~remediation ~~in the interests~~ of ~~the~~cybersecurity ~~investing~~incidents ~~community.~~as Aspart aof ~~result,~~ the ~~market~~cybersecurity ~~price~~programs ofdescribed ~~our common stock has been and may continue to be adversely affected and our stockholders may not be able to sell their shares or to sell them at desired prices~~above.

12Item 2. Properties

We do not currently ~~may~~have bededicated ~~subject~~facilities tofor ~~penny~~operations. ~~stock~~Our ~~regulations~~14425 ~~and~~Falcon ~~restrictions~~Head ~~and~~Blvd ~~you~~Bldg. ~~may~~E ~~have~~Ste ~~difficulty~~100 ~~selling~~Austin ~~shares~~TX 78738 is a shared office facility and we utilize the personal offices of our ~~common~~executive ~~stock~~team as needed. When business needs require additional office and other facilities the Company will seek a suitable solution.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is a “penny stock” and is subject to Rule 15g-9 under the Exchange Act. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.

~~For any~~Item ~~transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market~~3. ~~Disclosure~~Legal is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.Proceedings

~~There can~~Cause ~~be no assurance that our common stock will qualify for exemption from this rule~~No. ~~In any event~~CV-47,230; ~~even~~James ifCapital ~~our~~Energy, ~~common stock were exempt~~LLC ~~from~~and ~~this~~Victory ~~rule,~~Energy weCorporation ~~would~~v. ~~remain~~Jim ~~subject to Section 15(b)(6) of the Exchange Act~~Dial, ~~which~~et ~~gives~~al.; ~~the~~In ~~SEC~~ the ~~authority~~142nd toDistrict ~~restrict~~Court ~~any person from participating in a distribution~~ of ~~penny~~Midland ~~stock~~County, ~~if the SEC finds that such a restriction would be in the public interest~~Texas.

~~Future sales~~This is a lawsuit filed on or ~~perceived~~about ~~sales~~January of19, 2010, by James Capital Energy, LLC and our ~~common~~Company ~~stock~~against ~~could~~numerous ~~depress~~parties for fraud, fraudulent inducement, negligent misrepresentation, breach of contract, breach of fiduciary duty, trespass, conversion and a few other related causes of action. This lawsuit stems from an investment our ~~stock~~Company ~~price~~entered into for the purchase of six wells on the Adams Baggett Ranch with the right of first refusal on option acreage.

~~If the~~On ~~holders~~December of9, ~~shares~~2010, of our ~~common~~Company ~~stock~~was ~~were~~granted toan ~~attempt~~interlocutory Default toJudgment ~~sell~~against aDefendants ~~substantial~~Jim ~~amount~~Dial, of1st ~~their~~Texas ~~holdings~~Natural atGas ~~once~~Company, ~~our stock price could decline~~Inc. ~~Moreover~~, ~~the~~Universal ~~perceived~~Energy ~~risk of this potential dilution could cause stockholders to attempt to sell their shares and investors to short the shares~~Resources, ~~a practice in which an investor sells shares that he or she does not own at prevailing market prices~~Inc., ~~hoping~~Grifco toInternational, ~~purchase shares later at a lower price to cover the sale~~Inc., Asand ~~each~~Precision ofDrilling ~~these~~& ~~events would cause the number of shares being offered for sale to increase~~Exploration, ~~our stock price would likely further decline~~Inc. ~~All~~The oftotal ~~these~~judgment ~~events~~amounted ~~could combine~~ to ~~make~~approximately it$17,183,987. ~~very~~Final ~~difficult~~Judgment ~~for us to~~affirming ~~sell equity or equity-related securities in~~ the ~~future~~December at9, a2010 ~~time~~award ~~and~~was ~~price~~entered ~~that~~on weMarch ~~deem~~18, ~~appropriate~~2021.

~~Issuance of~~On ~~shares~~October of20, ~~our~~2011, ~~common~~Defendant ~~stock~~Remuda ~~upon~~filed ~~the~~a ~~exercise~~Motion to ofConsolidate ~~options~~and ora ~~warrants~~Counterclaim ~~will~~against ~~dilute~~our ~~the~~Company. ~~ownership~~The ~~interest~~Remuda ofcase ~~our~~was ~~existing~~severed ~~stockholders and~~on ~~could~~March ~~adversely~~18, ~~affect~~2021 ~~the~~and ~~market~~dismissed ~~price~~on ofAugust ~~our~~22, ~~common stock~~2022.

~~As of~~There ~~December~~was ~~31,~~no ~~2022,~~further weactivity ~~had~~related ~~outstanding stock options~~ to ~~purchase~~this ~~an aggregate of 211,186 shares of common stock and warrants to purchase~~case anduring ~~aggregate of 2,257,294 shares of common stock. The exercise of~~ the ~~stock~~year ~~options~~ended ~~and~~December ~~warrants and the sales of stock issuable pursuant to them would further reduce a stockholder’s percentage voting and ownership interest. Further~~31, the stock options and warrants are likely to be exercised when our common stock is trading at a price that is higher than the exercise price of these options and warrants and we would be able to obtain a higher price for our common stock than we would receive under such options and warrants2023. The exercise, or potential exercise, of these options and warrants could adversely affect the market price of our common stock and the terms on which we could obtain additional financing. The ownership interest of our existing stockholders may be further diluted through adjustments to certain outstanding warrants under the terms of their anti-dilution provisions.

~~Concentration of~~Item ~~ownership~~4. ofMine ~~management~~Safety ~~and directors may reduce the control by other stockholders over our Company.~~Disclosure

~~Our executive~~Not ~~officers and directors own or exercise full or partial control over approximately 89% of our outstanding common stock~~applicable. Thus, other investors in our common stock may not have much influence on corporate decision-making. In addition, the concentration of control over our common stock in the executive officers and directors could prevent a change in control of our Company.

~~Our future capital needs could result in dilution of your investment.~~10

~~Our Board~~PART of Directors may determine from time to time that there is a need to obtain additional capital through the issuance of additional shares of our common stock or other securities. These issuances would likely dilute the ownership interests of our current investors and may dilute the net tangible book value per share of our common stock. Investors in subsequent offerings may also have rights, preferences and privileges senior to our current stockholders, which may adversely impact our current stockholders.II

~~We have~~Our ~~never~~common ~~declared~~stock oris ~~paid~~quoted ~~cash~~on ~~dividends~~the onOTC ~~our~~Pink ~~capital~~Market operated ~~stock~~by OTC Markets Group under the symbol “VYEY.” WeThe ~~currently~~following ~~intend~~table tosets ~~retain~~forth ~~all~~the ~~future~~high ~~earnings~~and low bid information for each quarter for the ~~operation and~~years ~~expansion~~ended ofDecember ~~our~~31, ~~business~~2023 and 2022. Since May 20, ~~therefore~~2019 the high and low bid price data for our common stock are reported by the OTC Pink Market. The information reflects prices between dealers, doand does not ~~anticipate~~include ~~declaring~~retail ormarkup, ~~paying~~markdown, ~~cash~~or ~~dividends~~commission, and inmay ~~the~~not ~~foreseeable~~represent ~~future~~actual transactions.

13The quotation of our common stock on such marketplace may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have an adverse impact on our ability to raise capital in the future.

The payment of dividends will be at the discretion of our Board of Directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payments of dividends present in any of our future debt agreements and other factors our Board of Directors may deem relevant. If we do not pay dividends, a return on your investment will only occur if our stock price appreciates.

			Bid Prices
Fiscal Year Ended December 31,	Period		High		Low
2022	First Quarter	$	0.51	$	0.16
	Second Quarter	$	0.48	$	0.20
	Third Quarter	$	0.44	$	0.22
	Fourth Quarter	$	0.44	$	0.17
2023	First Quarter	$	0.20	$	0.18
	Second Quarter	$	0.19	$	0.18
	Third Quarter	$	0.82	$	0.19
	Fourth Quarter	$	1.00	$	0.36

~~Securities analysts may not initiate coverage for our common stock or may issue negative reports and this may have a negative impact on the market price of our common stock.~~Holders

~~The trading~~On ~~market~~December ~~for our common stock may be affected in part by the research and reports that industry or financial analysts publish about us or our business. It may be difficult for companies such as us~~31, ~~with smaller market capitalizations~~2023, tothere ~~attract~~were aapproximately ~~sufficient number~~1,424 holders of ~~securities~~record ~~analysts~~of ~~that will cover~~ our common stock. IfThis ~~one~~number orexcludes ~~more of~~ the ~~analysts~~shares ~~who~~owned ~~elect~~by toshareholders ~~cover~~holding ~~our~~shares ~~Company~~under ~~downgrades~~nominee ~~our stock,~~security ~~our~~position ~~stock price would likely decline rapidly~~listings. If one or more of these analysts ceases coverage of our Company, we could lose visibility in the market, which in turn could cause our stock price to decline. This could have a negative effect on the market price of our stock.

~~Nevada law~~The ~~and~~transfer ~~our~~agent ~~charter~~for ~~documents~~our ~~contain~~common ~~provisions~~stock ~~that~~is ~~could~~Transfer Online, ~~delay~~Inc., or512 ~~prevent~~SE ~~actual~~Salmon ~~and~~Street, ~~potential changes in control~~Portland, ~~even~~Oregon ~~if they would benefit stockholders~~97214.

~~Our articles~~Dividend of incorporation authorize the issuance of preferred shares, which may be issued with dividend, liquidation, voting and redemption rights senior to our common stock without prior approval by the stockholders. The preferred stock may be issued for such consideration as may be fixed from time to time by our Board of Directors. Our Board may issue such shares of preferred stock in one or more series, with such designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution of resolutions.Policy

~~The issuance~~We ofhave ~~preferred~~not ~~stock~~paid ~~could~~any ~~adversely~~cash ~~affect~~dividends ~~the~~on ~~voting~~our ~~power~~common stock and ~~other~~do ~~rights~~not ofexpect ~~the~~to ~~holders~~do ofso ~~common~~in ~~stock.~~the ~~Preferred~~foreseeable ~~stock may~~future. beWe ~~issued~~intend ~~quickly~~to ~~with~~apply ~~terms~~our ~~calculated to discourage~~earnings, ~~make~~if ~~more difficult~~any, ~~delay or prevent a change~~ in ~~control~~expanding of our ~~Company~~operations ~~or make~~and ~~removal of management more difficult~~related activities. AsThe apayment ~~result, our Board~~ of ~~Directors’~~cash ~~ability~~dividends toin ~~issue preferred stock may discourage~~ the ~~potential~~future ~~hostile~~will ~~acquirer,~~be ~~possibly~~at ~~resulting~~the indiscretion ~~beneficial~~of ~~negotiations.~~the ~~Negotiating~~Board ~~with~~of anDirectors ~~unfriendly~~and ~~acquirer~~will ~~may~~depend ~~result~~upon ~~in,~~such ~~among~~factors ~~other~~as ~~things,~~earnings ~~terms more favorable to us and our stockholders. Conversely~~levels, ~~the~~capital ~~issuance of preferred stock may adversely affect any market price of~~requirements, ~~and~~our ~~the~~financial ~~voting~~condition and other ~~rights~~factors ofdeemed ~~the~~relevant ~~holders~~by of the ~~common~~Board ~~stock~~of Directors.

~~These and~~Securities ~~other~~Authorized ~~provisions~~for inIssuance ~~the~~Under ~~Nevada corporate statutes and our charter documents could delay or prevent actual and potential changes in~~Equity ~~control,~~Compensation ~~even if they would benefit our stockholders.~~ Plans

See Item 12, “Security Ownership of Certain ~~1B.~~Beneficial ~~Unresolved~~Owners ~~Staff~~and ~~Comments~~Management and Related Stockholder Matters.”

~~Not applicable.~~Recent Sales of Unregistered Securities

~~Item~~We have not sold any securities during the 2023 fiscal 2.year ~~Properties~~that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K.

~~Pro-Tech leases~~Purchases ~~a building~~ of ~~approximately~~Equity ~~400 square feet at 2101 S Eastern Ave, Oklahoma City, OK 73129 at an annual cost of $3,000.~~Securities

We ~~believe~~ ~~that~~did ~~all~~not ~~our~~purchase ~~properties~~any ~~have~~of ~~been~~our ~~adequately~~own ~~maintained,~~common ~~are~~stock ~~generally~~during 2023 inor ~~good condition, and are suitable and adequate for our business~~2022.

Item 3 6. ~~Legal Proceedings~~[Reserved]

~~Cause No.~~Not ~~CV-47,230; James Capital Energy, LLC and Victory Energy Corporation v~~applicable. ~~Jim Dial, et al.; In the 142nd District Court of Midland County, Texas.~~

This is a lawsuit filed on or about January 19, 2010, by James Capital Energy, LLC and our Company against numerous parties for fraud, fraudulent inducement, negligent misrepresentation, breach of contract, breach of fiduciary duty, trespass, conversion and a few other related causes of action. This lawsuit stems from an investment our Company entered into for the purchase of six wells on the Adams Baggett Ranch with the right of first refusal on option acreage.11

14Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

On December 9, 2010, our Company was granted an interlocutory Default Judgment against Defendants Jim Dial, 1st Texas Natural Gas Company, Inc., Universal Energy Resources, Inc., Grifco International, Inc., and Precision Drilling & Exploration, Inc. The total judgment amounted to approximately $17,183,987.INTRODUCTION

~~Our Company~~The ~~has~~following ~~added~~Management’s ~~additional~~Discussion ~~parties~~and toAnalysis of ~~this~~Financial ~~lawsuit.~~Condition ~~Discovery~~and isResults ~~ongoing~~of inOperations ~~this~~(“MD&A”) ~~case~~is ~~and~~intended noto ~~trial~~help ~~date~~the ~~has~~reader ~~been~~understand ~~set~~the atVictory ~~this~~Oilfield Tech, ~~time~~Inc. MD&A and is presented in the following seven sections:

~~We believe~~● weCautionary ~~will~~Information beabout ~~victorious~~Forward-Looking ~~against~~Statements; ~~all~~● ~~the~~Business ~~remaining~~Overview; ~~Defendants~~● inResults ~~this~~of ~~case~~Operations; ● Liquidity and Capital Resources; ● Critical Accounting Policies and Estimates; ● Recently Adopted Accounting Standards; and ● Recently Issued Accounting Standards.

~~On October~~MD&A ~~20,~~is ~~2011,~~provided ~~Defendant~~as ~~Remuda filed~~ a ~~Motion~~supplement to, ~~Consolidate~~ and ashould be ~~Counterclaim~~read ~~against~~in ~~our~~conjunction ~~Company. Remuda is seeking to consolidate this case~~ with, ~~two~~our ~~other~~audited ~~cases~~consolidated ~~wherein~~balance ~~Remuda~~sheets isas ~~the~~of ~~named~~December ~~Defendant.~~31, An2023 ~~objection~~and to2022 ~~this motion was filed~~ and ~~the~~our ~~cases~~audited ~~have~~consolidated ~~not been~~statements ~~consolidated.~~of ~~Additionally~~operations, westockholders’ doequity ~~not~~and ~~believe~~cash ~~that~~flows for the ~~counterclaim~~years ~~made~~then byended ~~Remuda~~and ~~has~~the ~~any~~related ~~legal~~notes ~~merit~~thereto.

~~There~~In MD&A, we use “we,” “our,” ~~was~~“us,” no“Victory” ~~further~~and ~~activity~~“the ~~related~~Company” to refer to Victory Oilfield Tech. and its wholly owned subsidiary, unless the context requires otherwise. Amounts and percentages in tables may not total due to rounding. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We caution readers that important facts and factors described in MD&A and elsewhere in this ~~case~~document ~~during~~sometimes have affected, and in the ~~years~~future ~~ended~~could ~~December~~affect 31our actual results, ~~2022~~and could cause our actual results during 2024 and ~~2021~~beyond to differ materially from those expressed in any forward-looking statements made by, ~~respectively~~or on behalf of, us.

~~Item~~As reported in the Report of Independent Registered 4.Public ~~Mine~~Accounting ~~Safety~~Firm ~~Disclosure~~on our December 31, 2023 consolidated financial statements, we have suffered recurring losses from operations which raises substantial doubt about our ability to continue as a going concern.

~~Not applicable.~~CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

15Many statements made in the following discussion and analysis of our financial condition and results of operations and elsewhere in this Annual Report on Form 10-K that are not statements of historical fact, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of federal securities laws and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan, strategies and capital structure. In particular, the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” variations of such words, and other similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Annual Report on Form 10-K, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties and assumptions, including, but not limited to, the risks and uncertainties described in Item 1A “Risk Factors” and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include:

~~PART II~~● continued operating losses; ● adverse developments in economic conditions and, particularly, in conditions in the alternate energy industry; ● volatility in the capital, credit and commodities markets; ● our inability to successfully execute on our growth strategy; ● the competitive nature of our industry; ● price increases or business interruptions in our supply of raw materials; ● failure to develop and market new products and manage product life cycles; ● business disruptions, security threats and security breaches, including security risks to our information technology systems; ● terrorist acts, conflicts, wars, natural disasters, pandemics and other health crises that may materially adversely affect our business, financial condition and results of operations; ● failure to comply with anti-terrorism laws and regulations and applicable trade embargoes; ● risks associated with protecting data privacy; ● litigation and other commitments and contingencies; ● ability to recruit and retain the experienced and skilled personnel we need to compete; ● delays in obtaining permits by our future customers or acquisition targets for their operations; ● our ability to protect and enforce intellectual property rights; ● intellectual property infringement suits against us by third parties; ● our ability to realize the anticipated benefits of any acquisitions and divestitures; ● risk that the insurance we maintain may not fully cover all potential exposures; ● risks associated with changes in tax rates or regulations, including unexpected impacts of the new U.S. TCJA legislation, which may differ with further regulatory guidance and changes in our current interpretations and assumptions; ● risks associated with geopolitical instability, including the conflict between Russia and Ukraine, the conflicts in the Middle East, and growing tensions between U.S. and China and neighboring regions; ● our ability to obtain additional capital on commercially reasonable terms may be limited; ● any statements of belief and any statements of assumptions underlying any of the foregoing; ● other factors disclosed in this Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission; ● and other factors beyond our control.

~~Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~12

~~Our common~~These ~~stock~~cautionary isstatements ~~quoted~~should onnot ~~the~~be ~~OTC~~construed by ~~Pink~~you ~~Market~~to ~~operated~~be byexhaustive ~~OTC~~and ~~Markets~~are ~~Group~~made ~~under~~only ~~the~~as ~~symbol~~of ~~“VYEY.”~~the ~~The~~date ~~following~~of ~~table sets~~this ~~forth~~Annual ~~the~~Report ~~high~~on ~~and~~Form ~~low~~10-K. ~~bid~~Except ~~information~~as ~~for~~expressly ~~each~~required ~~quarter~~by ~~for~~ the ~~years~~federal securities ~~ended~~laws, ~~December~~there ~~31,~~is ~~2022~~no ~~and~~undertaking ~~2021.~~to ~~Since~~publicly ~~May~~update ~~20,~~or ~~2019~~revise ~~the~~any ~~high and~~forward-looking ~~low~~statements, ~~bid~~whether ~~price~~as ~~data~~a ~~for~~result ~~our~~of ~~common~~new ~~stock~~information, future ~~are~~events, ~~reported~~changed bycircumstances ~~the~~or ~~OTC~~any ~~Pink~~other ~~Market~~reason. ~~The~~Potential ~~information~~investors ~~reflects~~should ~~prices~~not ~~between~~make ~~dealers,~~an ~~and does~~investment ~~not~~decision ~~include~~based ~~retail~~solely ~~markup,~~on ~~markdown~~our projections, estimates or ~~commission, and may not represent actual transactions~~expectations.

~~The quotation~~BUSINESS of our common stock on such marketplace may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have an adverse impact on our ability to raise capital in the future.OVERVIEW

		Bid Prices
Fiscal Year Ended December 31,	Period	High		Low
2021	First Quarter	$	1.06	$	0.10
	Second Quarter	$	1.00	$	0.20
	Third Quarter	$	0.81	$	0.12
	Fourth Quarter	$	0.51	$	0.11
2022	First Quarter	$	0.51	$	0.16
	Second Quarter	$	0.48	$	0.20
	Third Quarter	$	0.44	$	0.22
	Fourth Quarter	$	0.40	$	0.17

General

~~Holders~~Victory Clean Energy, Inc. is a Green Hydrogen energy company dedicated to developing and implementing clean, sustainable low-cost energy solutions with applications across various industries, including transportation, power generation, and industrial processes. We believe the Company's innovative TrueGreen Hydrogen™ production solutions will provide clean, reliable, and cost-effective energy sources to a diverse range of clients. We believe TrueGreen Hydrogen™ positions the Company as a formidable force in the low-cost Green Hydrogen sector, focusing on decarbonization in heavy transportation and industrial Hydrogen markets. Victory Clean Energy is dedicated to shaping a sustainable and cleaner future for industries and communities worldwide.

~~On December~~Our ~~31,~~technology ~~2022,~~offers ~~there~~a ~~were~~viable ~~approximately~~alternative ~~1,423 holders~~to oftraditional fossil ~~record~~fuels, ofwith ~~our~~applications ~~common~~across ~~stock.~~various ~~This~~industries, ~~number~~including ~~excludes~~transportation, ~~the~~power ~~shares~~generation, ~~owned~~and ~~by shareholders~~industrial ~~holding shares under nominee security position listings~~processes.

~~The transfer~~Recent ~~agent for our common stock is Transfer Online, Inc., 512 SE Salmon Street, Portland, Oregon 97214.~~Developments

~~Dividend~~On January 1, 2024, Victory completed a merger agreement ~~Policy~~with H2 Energy Group Inc., a Delaware corporation (“H2EG”) (the “Merger”). As a result of the Merger, a change in control of Victory occurred, and H2EG became a wholly owned subsidiary of Victory.

~~We have~~On ~~not~~January ~~paid~~1, ~~any~~2024, ~~cash~~we ~~dividends~~entered oninto ~~our~~an ~~common~~agreement ~~stock~~with Flagstaff ~~and~~International, doLLC ~~not~~under ~~expect~~which toFlagstaff dowill socommit ~~in the foreseeable future. We intend~~ to ~~apply~~invest ~~our earnings~~$4, ~~if any~~000,000 in ~~expanding~~Victory ~~our~~in ~~operations~~exchange ~~and~~for ~~related~~Victory ~~activities.~~Convertible ~~The~~Preferred Stock ~~payment~~and ~~of cash dividends in~~ the ~~future~~transfer ~~will~~to bePro-Tech atHoldings ~~the discretion~~ of ~~the~~ ~~Board~~all ofequity ~~Directors~~interests ~~and~~held ~~will~~by ~~depend~~Victory ~~upon~~in ~~such~~Pro-Tech ~~factors~~Hardbanding ~~as earnings levels~~Services, ~~capital requirements, our financial condition and other factors deemed relevant by the Board of Directors~~Inc.

~~Securities~~On January 1, 2024, Victory completed the sale of ~~Authorized~~Pro-Tech ~~for~~to ~~Issuance~~Flagstaff ~~Under~~International, ~~Equity~~LLC, ~~Compensation~~a ~~Plans~~Delaware limited liability company.

~~See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”~~13

~~Recent Sales~~Factors ofAffecting ~~Unregistered~~our ~~Securities~~Operating Results

~~We have~~The ~~not~~following ~~sold~~discussion ~~any~~sets ~~securities~~forth ~~during~~certain ~~the~~components of ~~2022~~our ~~fiscal~~statements ~~year~~of operations as well as factors that ~~were~~impact ~~not~~those ~~previously~~items. ~~disclosed~~The discussion in athis ~~quarterly~~section ~~report~~primarily onrelates ~~Form~~to 10the operations of Pro-QTech orHardbanding aand ~~current~~the included financial statements for those operations. Those operations were discontinued effective January ~~report~~1, on2024 ~~Form~~and ~~8-K~~the operations going forward will be those of our subsidiary, H2 Energy Group Inc.

~~Purchases of~~Total ~~Equity Securities~~revenue

WeThrough December 31, 2023, we generated revenue from ~~did~~hardbanding ~~not~~solutions ~~purchase~~to ~~any~~oilfield ofoperators ~~our~~for ~~own~~drill ~~common~~pipe, ~~stock~~weight ~~during~~pipe, ~~2022~~tubing orand ~~2021~~drill collars and grinding services.

~~Item~~Our revenues during 2023 and 2022 generally impacted 6.by ~~[Reserved]~~the following factors:

~~Not applicable.~~● our ability to successfully develop and launch new solutions and services

16● changes in buying habits of our customers

~~Item 7.~~● ~~Management’s~~changes ~~Discussion~~in ~~and~~the ~~Analysis~~level of ~~Financial~~competition ~~Condition~~faced ~~and~~by ~~Results~~our ~~of Operations~~products

~~INTRODUCTION~~● domestic drilling activity and spending by the oil and natural gas industry in the United States

~~The following~~Effective ~~Management’s~~January ~~Discussion~~1, ~~and~~2024, ~~Analysis~~our ofoperating ~~Financial~~subsidiary H2 ~~Condition~~Energy ~~and~~Group ~~Results~~Inc. ofis ~~Operations~~pre-revenue ~~(“MD&A”)~~and is ~~intended to~~in ~~help~~ the ~~reader~~process ~~understand~~of ~~Victory~~launching ~~Oilfield~~its ~~Tech,~~first ~~Inc.~~revenue ~~MD&A~~generating ~~is presented in the following seven sections:~~projects.

●Total ~~Cautionary~~cost ~~Information~~of ~~about Forward-Looking Statements;~~revenue

●Through ~~Business~~December ~~Overview;~~31, 2023, the costs associated with generating our revenue fluctuated because of changes in sales volumes, average selling prices, product mix, and changes in the price of raw materials and consist primarily of the following:

● ~~Results~~hardbanding ofproduction ~~Operations;~~materials purchases

● ~~Liquidity~~hardbanding ~~and Capital Resources;~~supplies

● ~~Critical Accounting Policies and Estimates;~~labor

● ~~Recently~~depreciation ~~Adopted~~expense ~~Accounting~~for ~~Standards;~~hardbanding ~~and~~equipment

● ~~Recently~~field ~~Issued Accounting Standards.~~expenses

~~MD&A is~~Beginning ~~provided~~January as1, ~~a supplement to~~2024, ~~and~~the ~~should~~costs beassociated ~~read in conjunction~~ with, generating our ~~audited~~revenue ~~consolidated~~will ~~balance~~be ~~sheets~~determined aswhen ~~of December 31, 2022 and 2021 and~~ our ~~audited~~first ~~consolidated~~operational ~~statements~~hydrogen ofproject ~~operations, stockholders’ equity and cash flows for the years then ended and the related notes thereto~~commences.

~~In MD&A~~Selling, wegeneral ~~use “we,” “our,” “us,” “Victory”~~ and ~~“the~~administrative ~~Company”~~expenses to refer to Victory Oilfield Tech. and its wholly-owned subsidiary, unless the context requires otherwise. Amounts and percentages in tables may not total due to rounding. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We caution readers that important facts and factors described in MD(“SG&A and elsewhere in this document sometimes have affected, and in the future could affect our actual results, and could cause our actual results during 2023 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us.”)

~~As reported~~Our ~~in the Report of Independent Registered Public Accounting Firm on our December 31~~selling, ~~2022~~general ~~consolidated~~and ~~financial~~administrative ~~statements,~~expense weconsist ~~have~~of ~~suffered~~all ~~recurring~~expenditures ~~losses~~incurred ~~from~~in ~~operations~~connection ~~which~~with ~~raises~~the ~~substantial~~sales ~~doubt~~and ~~about~~marketing of our ~~ability~~products, toas ~~continue~~well as aadministrative ~~going~~overhead ~~concern.~~costs, including:

~~CAUTIONARY INFORMATION~~● ~~ABOUT~~compensation ~~FORWARD~~and benefit costs for management, sales personnel and administrative staff, which includes share-~~LOOKING~~based ~~STATEMENTS~~compensation expense

~~Many statements~~● ~~made~~legal ~~in the following discussion and analysis of our financial condition and results of operations and elsewhere in this Annual Report on Form 10-K that are not statements of historical fact~~fees, ~~including~~accounting ~~statements about our beliefs and expectations~~fees, ~~are~~consulting ~~“forward-looking statements”~~fees ~~within the meaning of federal securities laws~~ and ~~should~~insurance ~~be evaluated as such~~expenses. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan, strategies and capital structure. In particular, the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” variations of such words, and other similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Annual Report on Form 10-K, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties and assumptions, including, but not limited to, the risks and uncertainties described in Item 1A “Risk Factors” and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include:

●These ~~continued~~expenses ~~operating~~did ~~losses;~~not, and are not expected to, materially increase or decrease directly with changes in total revenue.

●Depreciation ~~adverse developments in economic conditions~~ and, ~~particularly, in conditions in the oil and gas industries;~~amortization

17Through December 31, 2023, depreciation and amortization expenses consist of amortization of intangible assets, depreciation of property, plant and equipment, net of depreciation of hardbanding equipment which is reported in Total cost of revenue. Effective January 1, 2024, depreciation and amortization expenses consist of amortization of intangible assets, and depreciation of property, plant and equipment.

●Interest ~~volatility in the capital, credit and commodities markets;~~expense

●Interest ~~our~~expense, ~~inability~~net toconsists ~~successfully~~primary ~~execute~~of interest expense and loan fees on ~~our~~borrowings ~~growth~~as ~~strategy;~~well as amortization of debt issuance costs and debt discounts, as applicable, associated with our indebtedness.

~~● the competitive nature of our industry;~~14

●Other ~~credit~~(income) ~~risk~~expense, ~~exposure from our customers;~~net

●Other ~~price~~(income) ~~increases~~expense, ornet ~~business~~represents ~~interruptions~~costs incurred, net of income, from various non-operating items including costs incurred in conjunction with our ~~supply~~debt refinancing and extinguishment transactions, interest income, gain or loss on disposal of ~~raw~~fixed ~~materials;~~assets, as well as non-operational gains and losses unrelated to our core business.

●Income ~~failure~~tax tobenefit ~~develop and market new products and manage product life cycles;~~(provision)

●We ~~business~~are ~~disruptions~~subject to income tax in the various jurisdictions in which we operate. While the extent of our future tax liability is uncertain, ~~security~~our ~~threats~~operating ~~and~~results, ~~security~~the ~~breaches~~availability of any net operating loss carryforwards, ~~including~~any ~~security~~future ~~risks~~business combinations, and changes to tax laws and regulations are key factors that will determine our future ~~information~~book ~~technology~~and ~~systems;~~taxable income.

●RESULTS ~~terrorist~~OF ~~acts, conflicts, wars, natural disasters, pandemics and other health crises that may materially adversely affect our business, financial condition and results of operations;~~OPERATIONS

●The ~~failure~~following todiscussion ~~comply~~should be read in conjunction with ~~anti~~the information contained in the accompanying financial statements and related notes included elsewhere in this Annual Report on Form 10-~~terrorism~~K. ~~laws~~Our historical results of operations summarized and ~~regulations~~analyzed below will not reflect what will occur in the future, primarily as a result of the Merger and ~~applicable~~the ~~trade~~sale ~~embargoes;~~of Pro-Tech.

● risks associated with protecting data privacy;

	For the Years Ended December 31,
	2023			2022			Change			Percentage Change
Total revenue	$	—			—			—			0	%

Total cost of revenue		—			—			—			0	%

Gross profit		—			—			—			0	%

Operating expenses
Selling, general and administrative		804,435			437,773			366,662			84	%
Total operating expenses		804,435			437,773			366,662			84	%
Loss from operations		(804,435	)		(437,773	)		(366,662	)		84	%
Other income (expense)
Other income		248,641			120,000			128,641			107	%
Interest expense		(27,758	)		(17,659	)		(10,099	)		57	%
Total other income (expense)		220,883			102,341			118,542			116	%
Loss from continuing operations		(583,552	)		(335,432	)		(248,120	)		74	%
Discontinued operations
Gain from operations of discontinued operations		44,849			13,948			30,901			222	%
Total discontinued operations		44,849			13,948			30,901			222	%
Loss before tax benefit (expense)		(538,703	)		(321,484	)		(217,219	)		68	%
Tax expense		—			—			—			0	%
Loss applicable to common stockholders		(538,703	)		(321,484	)		(217,219	)		68	%

●Total ~~significant environmental liabilities and costs as a result of our current and past operations or products, including operations or products related to our licensed coating materials;~~Revenue

~~● transporting certain materials that are inherently hazardous due to their toxic nature;~~None.

●Total ~~litigation~~Cost ~~and~~of ~~other commitments and contingencies;~~Revenue

~~● ability to recruit and retain the experienced and skilled personnel we need to compete;~~None.

~~● work stoppages, labor disputes and other matters associated with our labor force;~~15

●Selling, ~~delays~~general inand ~~obtaining permits by our future customers or acquisition targets for their operations;~~administrative

●Selling, ~~our~~general ~~ability~~and administrative expenses increased by $366,662 or 84%, in the year ended December 31, 2023 as compared to ~~protect~~the year ended December 31, 2022 as a result of accounting and audit ~~enforce~~fees ~~intellectual~~related ~~property~~to ~~rights;~~the audit for the year ended December 31, 2022 in addition to an increase in legal fees associated with the merger. These increases were partially offset by decreases in insurance and consulting expenses.

●Loss ~~intellectual~~from ~~property infringement suits against us by third parties;~~Operations

●We ~~our~~reported ~~ability~~a toloss ~~realize~~from operations for the ~~anticipated~~year ~~benefits~~ended December 31, 2023 of ~~any~~$(804,435), ~~acquisitions~~which was $366,662 higher than the loss from operations of $(437,773) for the year ended December 31, 2022 due primarily to the decrease in selling, general and ~~divestitures;~~administrative described above.

●Other ~~risk that the insurance we maintain may not fully cover all potential exposures;~~income

●Other ~~risks~~income ~~associated~~for ~~with~~the ~~changes~~year inended ~~tax~~December ~~rates~~31, or2023 was ~~regulations~~$248,641 ~~including~~and ~~unexpected~~is ~~impacts~~primarily attributable to partial forgiveness of our PPP loan. See Note 8, Notes Payable, to the ~~new~~consolidated financial Ustatements for more information.S. ~~TCJA~~We ~~legislation~~reported other income of $120,000 ~~which~~in ~~may~~the ~~differ~~year ~~with~~ended ~~further~~December ~~regulatory~~31, ~~guidance~~2022 attributable to interest on a refund of federal payroll taxes as a result of provisions of the Coronavirus Aid, Relief, and ~~changes~~Economic inSecurity ~~our~~(CARES) ~~current~~Act ~~interpretations~~(2020) and the Coronavirus Response and ~~assumptions;~~Consolidated Appropriations Act (2021).

●Interest ~~our substantial indebtedness;~~expense

●Interest expense increased by $10,099, or 57%, in the ~~results~~year ofended ~~pending~~December ~~litigation;~~31, 2023 as compared to the year ended December 31, 2022. The overall increase resulted from increased borrowing on the New VPEG Note and the Arvest Loan. See Note 8, Notes Payable, to the consolidated financial statements for more information.

●Discontinued ~~our ability to obtain additional capital on commercially reasonable terms may be limited;~~operations

●Gain ~~any~~from ~~statements~~operations of ~~belief~~discontinued ~~and~~operations ~~any~~increased by ~~statements~~$30,901, ofor ~~assumptions~~222% ~~underlying~~as ~~any~~compared ofto the ~~foregoing;~~year ended December 31, 2022.

●Tax ~~other~~benefit ~~factors disclosed in this Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission; and~~(expense)

~~● other factors beyond our control~~None.

~~These cautionary~~Loss ~~statements~~Applicable ~~should not be construed by you~~ to beCommon exhaustive and are made only as of the date of this Annual Report on Form 10-K. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. Potential investors should not make an investment decision based solely on our projections, estimates or expectations.Stockholders

18As a result of the foregoing, loss applicable to common stockholders for the year ended December 31, 2023 was $(538,703), or $(0.02) per share, compared to a loss applicable to common stockholders of $(321,484), or $(0.01) per share, for the year ended December 31, 2022 on weighted average shares of 28,129,338 and 28,037,713 in each of the respective periods.

~~BUSINESS OVERVIEW~~LIQUIDITY AND CAPITAL RESOURCES

~~General~~Going Concern

~~We are~~Historically anwe ~~Austin~~have experienced, ~~Texas~~and ~~based~~we ~~publicly~~continue to ~~held~~experience, ~~oilfield~~net ~~energy~~losses, ~~technology~~net ~~products~~losses ~~company~~from ~~focused~~operations, onnegative ~~improving~~cash ~~well~~flow ~~performance~~from ~~and~~operating ~~extending the~~activities, ~~lifespan of the industry’s most sophisticated~~ and ~~expensive~~working ~~equipment~~capital deficits. ~~America’s resurgence in oil and gas production~~These isconditions ~~largely~~raise ~~driven~~substantial bydoubt ~~new~~about ~~innovative~~our ~~technologies~~ability ~~and~~to ~~processes~~continue as ~~most dramatically and recently demonstrated by fracking. One such process is hardbanding, in which~~ a ~~wear-resistant~~going ~~alloy~~concern iswithin ~~applied~~one toyear after the ~~tool~~date ~~joints~~ of ~~drill~~issuance ~~pipe~~of ~~or drill collars to prolong~~ the accompanying ~~life~~consolidated offinancial ~~oilfield tubulars~~statements. WeThe ~~utilize~~accompanying ~~wear-resistant~~consolidated ~~alloys~~financial ~~which~~statements ~~are~~do ~~mechanically~~not ~~stronger,~~reflect ~~harder~~any ~~and~~adjustments ~~more corrosion resistant than typical alloys found~~that inmight ~~the~~result ~~market~~if ~~today.~~we ~~This~~are ~~combination~~unable ~~of characteristics creates opportunities for drillers~~ to ~~dramatically~~continue ~~improve~~as ~~lateral~~a ~~drilling lengths,~~going ~~well completion time and total well costs~~concern.

~~Growth~~We anticipate that operating losses will continue ~~Strategy~~in the near term as we integrate the operations of H2EG. We intend to meet near-term obligations with private placement offerings

~~We plan~~In toaddition ~~continue our U.S. oilfield services company acquisition initiative, aimed at companies which are already recognized as a high-quality services provider~~ to ~~strategic customers in~~ the ~~major~~commitment ~~North~~of ~~American oil and gas basins. When completed~~$4,000,000 ~~we expect that each of these oilfield services company acquisitions will provide immediate revenue~~ from ~~their current regional customer base~~Flagstaff, ~~while also providing~~ uswe ~~with~~will abe ~~foundation~~required ~~for~~to ~~channel~~obtain ~~distribution~~other ~~and~~liquidity ~~product~~resources ~~development~~in oforder ~~our~~to ~~existing~~support ~~products~~ongoing ~~and services~~operations. We ~~intend~~are toaddressing ~~grow~~this ~~each~~need ofby developing ~~these~~additional ~~established~~capital ~~oilfield~~sources, ~~services~~which ~~companies~~we bybelieve ~~providing~~will ~~better~~enable ~~access~~us to ~~capital,~~execute ~~more~~our ~~disciplined~~recapitalization ~~sales~~ and ~~marketing~~growth ~~development, integrated~~plan ~~supply~~involving ~~chain~~the ~~logistics~~use ~~and~~of ~~infrastructure~~proprietary technology ~~build~~to ~~out~~produce ~~that~~low-cost ~~emphasizes~~Green ~~outstanding~~Hydrogen ~~customer~~from ~~service~~a ~~and~~wide ~~customer~~variety ~~collaboration, future~~of ~~product~~biomass ~~development and planning~~sources.

WeBased upon anticipated new sources of capital, we believe ~~that~~we awill ~~well-capitalized~~have ~~technology-enabled~~enough ~~oilfield~~capital ~~services~~to ~~business~~cover ~~will~~expenses ~~provide~~through at least the ~~basis~~next ~~for~~twelve ~~more~~months. ~~accessible~~We ~~financing~~will continue to monitor liquidity carefully. ~~grow~~In the ~~Company~~event we do not have enough capital to cover expenses, we will make the necessary and ~~execute~~appropriate reductions in spending to remain cash flow positive. While management believes our ~~oilfield~~plans, ~~services~~upon ~~company~~the ~~acquisitions~~closing ~~strategy~~of the Proposed Merger, help mitigate the substantial doubt that we are a going concern, there is no guarantee that our plans will be successful or if they are, will fully alleviate the conditions that raise substantial doubt that we are a going concern.

~~Recent Developments~~16

~~Russia conflict~~Capital ~~with Ukraine~~Resources

~~Russia’s conflict~~During ~~with Ukraine and~~ the ~~sanctions~~years ~~and~~ended ~~other~~December ~~measures~~31, ~~imposed~~2023, bywe ~~various~~obtained $152,000 ~~governments~~from inVPEG ~~response~~through ~~to this conflict have increased~~ the ~~level~~New ofVPEG ~~economic and political uncertainty globally~~Note. ~~While~~On weSeptember ~~have~~3, ~~no operations in Russia or Ukraine~~2021, awe ~~significant~~and ~~escalation or~~VPEG ~~expansion~~entered ofinto ~~economic~~an ~~disruption~~amendment ~~or countries subject~~ to ~~sanctions or~~ the ~~conflict’s~~New ~~scope~~Debt ~~could~~Agreement ~~have a material adverse effect on~~(the ~~our~~“Third ~~results of operations~~Amendment”), ~~financial~~pursuant ~~condition~~to ~~and~~which ~~cash~~the ~~flows.~~parties Weagreed ~~are~~to ~~actively~~increase ~~monitoring~~ the ~~broader~~loan ~~economic~~amount ~~impact~~to onup ~~commodities from~~to ~~the current conflict~~$4,000,000 ~~especially~~to oncover ~~the~~future ~~price~~working capital ~~and supply of raw materials~~needs.

~~Impact~~As of the date of this Annual Report on Form 10-K and for the foreseeable future, we expect to cover operating shortfalls, if any, with new sources of ~~Coronavirus~~funding ~~Pandemic~~while we enact our strategy to produce low cost Green Hydrogen from sustainable and renewable woody biomass. As of December 31, 2023, we had raised $1,087,000 in a convertible notes offering.

~~During~~Material ~~the~~Cash year ended December 31, 2022, our business continued to recover from the significant adverse impact on the demand for our products and, thus, our income from operations caused by the COVID-19 pandemic, which began in early 2020. While we have seen a return to more stable quarter-over-quarter demand for our products and services, we remain cognizant of future COVID-19 developments, such as impacts from new variants, employee absenteeism, lockdowns or other restrictions that could impact our future results of operations, financial condition and cash flows.Requirements

~~Two additional~~Our ~~issues~~material ~~continue~~short-term tocash ~~affect~~requirements ~~national and global market conditions. First, supply chain disruptions have become more frequent~~include inrecurring ~~recent~~payroll ~~months.~~and ~~Thus~~benefits ~~far,~~obligations wefor ~~have~~our ~~not experienced material adverse effects from materials shortages; however~~employees, ~~timely~~capital ~~sourcing~~and ofoperating ~~certain materials~~expenditures ~~is of increased concern. Second, published articles~~ and ~~corporate~~other ~~announcements~~working ~~continue~~capital toneeds. ~~address~~We ~~the global semiconductor~~believe ~~chip~~that ~~shortage,~~material ~~which~~cash isrequirements ~~anticipated~~for tooperating ~~continue~~expenditures in ~~2023.~~excess ~~This shortage could affect some~~ of ~~our~~cash ~~customers~~provided ~~which~~by ~~could~~operations ~~impact~~may ~~our~~range ~~revenue~~from $200, ~~volume,~~000 ~~and~~per ~~profitability. We continue~~ month to ~~actively monitor these developments~~$300,000 ~~including~~per ~~ongoing~~month ~~contact~~during ~~with~~the ~~our~~twelve ~~suppliers~~months ~~and~~following ~~customers~~December 31, ~~and~~ ~~adapting to their specific circumstances and forecasts~~2023.

~~VPEG~~Convertible ~~Note~~Notes Payable

~~During~~ In August, 2023, we authorized the ~~period~~issuance of ~~January~~a series 1of 5% Convertible Promissory Notes with an aggregate principal of up to $5,000,000 ~~2023~~(the ~~through~~“Convertible ~~April~~Notes Payable”). Between August 11, 2023 weand ~~received~~December ~~additional~~19, ~~loan~~2023, ~~proceeds~~we ofissued $521,~~500~~087,000 ~~from~~of ~~VPEG~~Convertible ~~pursuant~~Notes toPayable. Upon completion of the ~~New~~Merger ~~VPEG~~involving ~~Note~~H2EG, ~~(See~~on ~~Note~~January 111, ~~Related~~2024, ~~Party~~the ~~Transactions,~~outstanding principal amount (but not any accrued interest thereon) of the Convertible Notes Payable converted to shares of our common stock. The conversion price was equal to the ~~consolidated~~quotient ~~financial~~resulting ~~statements~~from ~~for~~dividing a$28,333,333 ~~definition~~by the number of outstanding shares of our common stock issued and ~~description~~outstanding immediately after the consummation of the Merger. All unpaid interest and principal ~~New~~is ~~VPEG~~due ~~Note)~~and payable upon request of the majority holders on or after the six-month anniversary of the date of each of the Convertible Notes Payable. Subsequent to the period ended December 31, 2023, the company issued an additional $145,000 of Convertible Notes Payable.

19The Company elected to account for the Convertible Notes Payable at fair value with any changes in fair value being recognized through the consolidated statements of operations until the convertible notes are settled. The estimated fair value of the Convertible Notes Payable is measured according to significant observable inputs (Level 3) including common share class volatility, applied discount rate, and probability weighting assigned to automatic and optional conversion scenarios.

~~Factors Affecting~~ Off-Balance ~~our~~Sheet ~~Operating Results~~Arrangements

~~The following~~We ~~discussion~~have ~~sets~~no ~~forth~~off-balance ~~certain~~sheet ~~components~~arrangements ofthat ~~our~~have or ~~statements~~are ofreasonably ~~operations~~likely asto ~~well~~have asa ~~factors~~current ~~that~~of ~~impact~~future ~~those~~effect ~~items~~on our financial condition.

~~Total revenue~~Cash Flow

~~We generate~~The ~~revenue~~following ~~from~~table ~~hardbanding~~provides ~~solutions~~detailed toinformation about ~~oilfield~~our ~~operators~~net ~~for~~cash ~~drill~~flows ~~pipe,~~for ~~weight~~the ~~pipe,~~years ~~tubing~~ended ~~and~~December ~~drill~~31, ~~collars~~2023 and ~~grinding services.~~2022:

Our revenues are generally impacted by the following factors:

	Years Ended December 31,
	2023			2022
Cash flows from continuing operations
Net change in operating activities from continuing operations	$	(199,374	)	$	(294,709	)
Net change in investing activities from continuing operations		(983,000	)		—
Net change financing activities from continuing operations		1,164,691			167,200
Net change in cash and cash equivalents from continuing operations		(17,683	)		(127,509	)
Cash flows from discontinuing operations
Net change in operating activities from discontinuing operations		51,451			172,426
Net change in investing activities from discontinuing operations		—			(70,992	)
Net change financing activities from discontinuing operations		22,538			23,359
Net change in cash and cash equivalents from discontinuing operations		73,989			124,793
Net change in cash and cash equivalents		56,306			(2,716	)
Cash and cash equivalents at beginning of period		10,155			12,871
Net change in cash and cash equivalents from continuing operations	$	66,461		$	10,155

~~● our ability to successfully develop and launch new solutions and services~~17

●Net ~~changes~~change in ~~buying~~operating ~~habits~~activities from continuing operations for the year ended December 31, 2023 was $(199,374). Net loss adjusted for non-cash items (depreciation and amortization) used cash of ~~our~~$349,623. ~~customers~~Changes in operating assets and liabilities provided cash of $149,547. Cash was provided by increases in accounts payable and accrued and other short-term liabilities, and decreases in inventory. These changes were partially offset by cash used by an increase in accounts receivable.

●This ~~changes~~compares to net change in operating activities from continuing operations for the ~~level~~year ended December 31, 2022 of ~~competition~~$(294,709). ~~faced~~Net loss adjusted for non-cash items (depreciation and amortization) used cash of $157,433. Changes in operating assets and liabilities provided cash of $58,594. The most significant uses of cash were increases in prepaid and other current assets and inventory due to purchases, as well as an increase in accounts receivable. These changes were offset by ~~our~~cash ~~products~~provided by increases in accrued and other short-term liabilities and accounts payable.

●Net ~~domestic~~change ~~drilling~~in ~~activity~~investing ~~and~~activities ~~spending~~from bycontinuing operations for the ~~oil~~year ~~and~~ended ~~natural~~December ~~gas~~31, ~~industry~~2023 was $(983,000) as a result of investment in notes receivable. This compares to $0 of net change in investing activities from continuing operations for the ~~United~~year ~~States~~ended December 31, 2022.

~~Total~~Net change in financing activities from continuing ~~cost~~operations for the year ended December 31, 2023 was $1,164,691 and resulted from debt financing proceeds from convertible promissory notes payable of ~~revenue~~$1,087,000, proceeds from the New VPEG Note of $137,500, proceeds from the Arvest Loan credit line of $20,000, net of payments on advance from shareholder of $52,100 and vehicle loan repayments of $5864. This compares to $167,200 in Net change in financing activities from continuing operations during the year ended December 31, 2022 resulting from debt financing proceeds from affiliates and a new vehicle loan, net of vehicle loan repayments. See Note 7, Convertible Notes Payable, Note 8, Notes Payable, and Note 13, Related Party Transactions, to the consolidated financial statements, for more information regarding our financing activities.

~~The costs~~CRITICAL ~~associated~~ACCOUNTING ~~with~~POLICIES ~~generating~~AND ~~our revenue fluctuate because of changes in sales volumes, average selling prices, product mix, and changes in the price of raw materials and consist primarily of the following:~~ESTIMATES

●The ~~hardbanding~~preparation ~~production~~of ~~materials~~financial ~~purchases~~statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.

●While ~~hardbanding~~there ~~supplies~~are a number of accounting policies, methods and estimates affecting our consolidated financial statements, areas that are particularly significant include:

● ~~labor~~Goodwill and other intangible assets ● Revenue recognition

●In ~~depreciation~~addition, ~~expense~~please refer to Note 1, Organization and Summary of Significant Accounting Policies, to the consolidated financial statements for ~~hardbanding~~further ~~equipment~~discussion of our significant accounting policies.

~~● field expenses~~18

~~Selling, general~~Cash and ~~administrative~~Cash ~~expenses (“SG&A”)~~Equivalents:

~~Our~~We consider all liquid investments with original maturities ~~selling,~~of ~~general~~three ~~and~~months ~~administrative~~or ~~expense~~less ~~consists~~from the date of ~~all~~purchase ~~expenditures~~that ~~incurred~~are inreadily ~~connection~~convertible ~~with~~into ~~the~~cash ~~sales~~to ~~and~~be ~~marketing~~cash ofequivalents. ~~our~~We ~~products, as~~had ~~well~~no ascash ~~administrative~~equivalents at ~~overhead~~December ~~costs~~31, ~~including:~~2023 and 2022.

~~● compensation and benefit costs for management~~Property, ~~sales~~plant ~~personnel~~ and ~~administrative staff, which includes share-based compensation expense~~equipment

●Property, ~~rent~~plant and equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property, ~~communications~~plant ~~expense~~and equipment is disposed of, the cost and ~~maintenance~~related accumulated depreciation are removed from the consolidated balance sheets and ~~repair~~any ~~costs~~gain or loss is included in Other income/(expense) in the consolidated statement of operations.

●Depreciation ~~legal~~is ~~fees,~~computed ~~accounting~~using ~~fees,~~the ~~consulting~~straight-line ~~fees~~method over ~~and~~the ~~insurance~~estimated ~~expenses.~~useful lives of the related assets, as follows:

These expenses are not expected to materially increase or decrease directly with changes in total revenue.

Asset category		Useful Life
Welding equipment, Trucks, Machinery and equipment		5 years
Office equipment		5 - 7 years
Computer hardware and software		7 years

~~Depreciation~~ See Note 4, Property, plant and ~~amortization~~equipment, to the consolidated financial statements for further information.

~~Depreciation and~~Other ~~amortization~~Property ~~expenses consist of amortization of intangible assets, depreciation of property, plant~~ and ~~equipment, net of depreciation of hardbanding equipment, which is reported in Total cost of revenue.~~Equipment:

~~Interest~~Our office equipment in Austin, Texas is being depreciated ~~expense~~on the straight-line method over the estimated useful life of three to seven years.

~~Interest expense,~~Fair ~~net consists primary of interest expense and loan fees on borrowings as well as amortization of debt issuance costs and debt discounts associated with our indebtedness.~~Value:

20Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures, established a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defined three levels of inputs to the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by FASB ASC Topic 820 hierarchy are as follows:

~~Other~~ Level 1 - quoted prices (~~income~~unadjusted) ~~expense,~~in ~~net~~active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

~~Other (income)~~Leve1 ~~expense,~~2 ~~net~~- ~~represents~~inputs ~~costs~~other ~~incurred,~~than ~~net~~quoted ofprices ~~income,~~included within ~~from~~Level ~~various~~1 ~~non-operating~~that ~~items~~are ~~including~~observable ~~costs~~for ~~incurred~~the inasset ~~conjunction with~~or ~~our~~liability, ~~debt~~either ~~refinancing~~directly ~~and~~or ~~extinguishment~~indirectly. ~~transactions,~~If ~~interest~~the ~~income,~~asset ~~gain~~ or ~~loss~~liability onhas ~~disposal~~a ofspecified (contractual) ~~fixed assets~~term, asa ~~well~~Leve1 as2 ~~non-operational gains~~input ~~and~~must ~~losses~~be ~~unrelated~~observable tofor ~~our~~substantially ~~core~~the ~~business.~~ full term of the asset or liability; and

~~Income~~Leve1 3 - unobservable inputs for the asset or liability. ~~tax~~These ~~benefit~~unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (~~provision~~which might include the reporting entity’s own data).

We Receivables are ~~subject~~carried toat ~~income~~amounts ~~tax~~that inapproximate fair ~~the~~value. ~~various~~Receivables ~~jurisdictions~~are inrecognized ~~which~~net weof ~~operate.~~an ~~While~~allowance ~~the~~for ~~extent~~doubtful ofaccounts ~~our~~receivable. ~~future~~The ~~tax~~allowance ~~liability~~for isdoubtful ~~uncertain,~~accounts reflects ~~our~~the ~~operating~~current ~~results,~~estimate ~~the~~of ~~availability~~credit oflosses ~~any~~expected ~~net~~to ~~operating~~be ~~loss~~incurred ~~carryforwards,~~over ~~any~~the ~~future~~life ~~business~~of ~~combinations~~the financial asset, ~~and~~based ~~changes~~on tohistorical ~~tax~~experience current ~~laws~~conditions and ~~regulations~~reasonable forecasts of future economic conditions. Accounts receivable are ~~key~~written ~~factors~~down ~~that~~or ~~will~~off ~~determine~~when ~~our~~a ~~future~~portion ~~book~~or ~~and~~all ~~taxable~~of such ~~income~~account receivable is determined to be uncollectible.

~~RESULTS~~Inventories are valued at the lower of cost or net OFrealizable ~~OPERATIONS~~value with cost being determined on the weighted average cost method. Elements of cost in inventories include raw materials and direct labor.

~~The following~~Supplies ~~discussion~~are ~~should~~valued beat ~~read~~the inlower ~~conjunction~~of ~~with~~cost ~~the~~or ~~information~~net ~~contained~~realizable value; incost ~~the~~is ~~accompanying~~generally ~~financial~~determined ~~statements~~by ~~and~~the ~~related notes~~first-in ~~included~~first-out ~~elsewhere~~cost inmethod. ~~this~~Inventories ~~Annual~~deemed ~~Report~~to onhave ~~Form~~costs ~~10-K.~~greater ~~Our~~than ~~historical~~their ~~results~~respective market ofvalues ~~operations~~are ~~summarized~~reduced ~~and~~to ~~analyzed~~net ~~below~~realizable ~~may~~value ~~not necessarily~~with ~~reflect~~a ~~what~~loss ~~will~~recorded ~~occur~~in income in the ~~future~~period recognized.

	For the Years Ended December 31,									Percentage
($ in thousands)	2022			2021			Change			Change
Total revenue	$	1,624.6		$	815.3		$	809.3			99	%
Total cost of revenue		903.6			491.7			411.9			84	%
Gross profit		721.0			323.6			397.4			123	%
Operating expenses
Selling, general and administrative		994.5			1,031.8			(37.3	)		-4	%
Depreciation and amortization		21.7			20.5			1.2			6	%
Total operating expenses		1,016.2			1,052.3			(36.1	)		-3	%
Loss from operations		(295.2	)		(728.7	)		433.5			-59	%
Other income (expense)
Other income		1.6			526.7			(525.1	)		-32819	%
Interest expense		(27.9	)		(58.9	)		31.0			-53	%
Total other income (expense)		(26.3	)		467.8			(494.1	)		-106	%
Loss from operations before tax benefit		(321.5	)		(260.9	)		(60.6	)		23	%
Tax benefit		-			-			-			0	%
Loss applicable to common stockholders	$	(321.5	)	$	(260.9	)	$	(60.6	)		23	%

At December 31, 2023 and 2022, the carrying value of our financial instruments such as accounts receivable and payables approximated their fair values based on the short-term nature of these instruments. The carrying value of short-term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates.

~~Total Revenue~~19

~~Total revenue~~Concentration ~~increased~~of byCredit ~~$809~~Risk,~~368,~~ orAccounts ~~99%, in the year ended December 31, 2022 as compared to the year ended December 31, 2021 due to an~~Receivable ~~increase in the number of drilling rigs driving hardbanding~~ and ~~grinding~~Allowance ~~revenue~~for ~~generated~~Doubtful ~~by Pro-Tech.~~Accounts

~~Total~~Financial instruments that potentially subject us ~~Cost~~to concentrations of ~~Revenue~~credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, we record an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. An allowance of $0 has been recorded at each of December 31, 2023 and 2022, respectively. We suffered no losses from uncollected accounts receivable in 2023 or 2022. Additional allowances may be required in the future.

~~Total cost~~As of ~~revenue increased by $411,916, or 84%, in the year ended~~ December 31, ~~2022~~2023 asand ~~compared~~2022, totwo ~~the~~and ~~year~~three customers ~~ended~~comprised ~~December~~70% ~~31,~~and ~~2021~~78.2% ~~due primarily~~of toour ~~increases~~gross inaccounts ~~materials~~receivables, ~~direct~~respectively. ~~labor,~~For ~~other direct costs resulting from increases in Pro-Tech’s revenue generating activities as compared to~~ the ~~year~~years ended December 31, ~~2021.~~2023 ~~The~~and ~~majority~~2022, offour and ~~the~~three ~~increase~~customers ~~can~~comprised be70% ~~found~~and ~~in direct labor costs~~52. ~~Our gross margin increased to 44~~7%, ~~during~~respectively, ~~2022 as compared to a gross margin~~ of ~~40%~~our ~~during~~total ~~2022 because of higher labor and material costs~~revenues.

21Inventory

~~Selling~~Our inventory balances are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists of products purchased by Pro-Tech for use in the ~~general~~process ~~and~~of ~~administrative~~providing hardbanding services. No impairment losses on inventory were recorded for the years ended December 31, 2023 or 2022.

~~Selling, general~~Revenue and administrative expenses decreased by $37,303 or 4%, in the year ended December 31, 2022 as compared to the year ended December 31, 2021 due as a result of provisions of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (2020) and the Coronavirus Response and Consolidated Appropriations Act (2021).Recognition

~~Depreciation~~We recognize revenue as it satisfies contractual performance ~~and~~obligations ~~amortization~~by transferring promised goods or services to the customers. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service.

~~Depreciation~~We have one revenue stream, which relates to the provision ~~and~~of ~~amortization~~hardbanding ~~increased~~services by ~~$1,205~~its orsubsidiary ~~6%,~~Pro-Tech. All performance obligations of our contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the ~~year~~service period. ~~ended~~We ~~December~~have ~~31,~~reviewed ~~2022~~our ~~compared~~contracts with Pro-Tech customers and determined that due to ~~the~~their ~~year~~short-term ~~ended~~nature, ~~December~~with 31durations of several days of service at the customer’s location, ~~2021~~it ~~due~~is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ~~fixed~~ensure ~~asset~~revenue ~~additions~~is ~~during~~recognized ~~2022~~in the proper period. We have reviewed all such transactions and recorded revenue accordingly.

~~Other~~For the years ended December 31, 2023 and 2022, all ~~income~~of our revenue was recognized from contracts with oilfield operators, and we did not recognize impairment losses on any receivables or contract assets.

~~We reported~~Because ~~other~~our ~~income~~contracts ofhave ~~$1,585~~an inexpected ~~the~~duration ~~year ended December 31, 2022 attributable to interest on a refund~~ of ~~federal payroll taxes as~~ aone ~~result~~year ofor ~~provisions of the Coronavirus Aid~~less, ~~Relief,~~we ~~and~~have ~~Economic~~elected ~~Security (CARES) Act (2020) and~~ the ~~Coronavirus~~practical ~~Response~~expedient ~~and~~in ~~Consolidated Appropriations~~ASC ~~Act~~ 606-10-50-14(~~2021~~a). We reported other income of $526,730 in the year ended December 31, 2021. Of the total amount, $171,173 resulted from a gain on forgiveness of debt recognized in connection with the forgiveness of principal and accrued interest on the First PPP Loan (See Note 5, Notes Payable, to ~~the~~not ~~consolidated~~disclose ~~financial statements for more~~ information). ~~The~~about ~~remainder~~its ofremaining ~~$355,557 resulted~~performance ~~primarily from de-recognition of certain accounts payable that are no longer recoverable under Texas law~~obligations.

~~Interest expense~~Business Combinations

~~Interest expense~~Business ~~decreased~~combinations byare ~~$30,970,~~accounted orfor ~~53%,~~using in the acquisition ~~year~~method ~~ended~~of ~~December~~accounting. ~~31,~~Under ~~2022 as compared to~~ the ~~year~~acquisition ~~ended~~method, ~~December~~assets ~~31,~~acquired ~~2021.~~and ~~The~~liabilities ~~overall decrease~~assumed ~~resulted~~are ~~from~~recorded ~~decreases~~at ~~related~~their torespective fair ~~forgiveness~~values as of the ~~First~~acquisition ~~PPP~~date ~~Note~~in ~~and~~the aCompany’s ~~reduction~~consolidated infinancial ~~advances~~statements. ~~pursuant~~The toexcess of the ~~New~~fair ~~VPEG~~value ~~Note.~~of consideration ~~See~~transferred ~~Note~~over 6,the ~~Notes~~fair ~~Payable,~~value toof the ~~consolidated~~net ~~financial~~assets ~~statements~~acquired ~~for~~is ~~more~~recorded ~~information~~as goodwill.

~~Tax benefit~~Share-Based Compensation

~~There is~~From notime ~~material~~to ~~provision~~time ~~for~~we ~~income~~may ~~tax~~issue ~~expenses~~stock ~~recorded~~options, ~~for~~warrants and ~~the~~restricted ~~twelve~~stock ~~months~~as ~~ended~~compensation ~~December~~to 31employees, ~~2022~~directors, officers and ~~2021~~affiliates, ~~due~~as well as to ~~the~~acquire ~~net~~goods ~~operating losses,~~or ~~(“NOL”)~~services infrom ~~each~~third parties. ofIn ~~the~~all ~~respective~~cases, ~~years.~~we ~~The~~calculate ~~realization~~share-based ofcompensation ~~future~~using ~~tax~~the ~~benefits~~Black-Scholes isoption ~~dependent~~pricing onmodel ~~our~~and ~~ability~~expenses toawards ~~generate~~based on ~~taxable~~fair ~~income~~value ~~within~~at the ~~NOL~~grant ~~carry~~date ~~forward~~on ~~period.~~a ~~Given~~straight-line ~~our~~basis ~~history~~over ofthe ~~net~~requisite ~~operating~~service ~~losses~~period, ~~management~~which ~~has~~in ~~determined~~the ~~that~~case itof isthird ~~more-likely-than-not~~party suppliers is wethe ~~will~~shorter ~~not~~of bethe ~~able~~period over which services are to ~~realize~~be received or the ~~tax~~vesting ~~benefit~~period, ofand ~~our~~for ~~NOL~~employees, ~~carry~~directors, ~~forwards~~officers and affiliates is typically the vesting period. ~~Current~~Share-based ~~standards~~compensation ~~require~~is ~~that~~included ain ~~valuation~~general ~~allowance~~and ~~thus~~administrative ~~be established~~expenses ~~when~~in itthe isconsolidated ~~more~~statements of ~~likely~~operations. ~~than~~See ~~not~~Note ~~that~~10, ~~all~~Warrants orfor aStock, ~~portion~~and ofNote ~~deferred~~11, ~~tax~~Stock ~~assets~~Options ~~will~~to ~~not~~the beconsolidated ~~realized~~financial statements, for further information.

~~Loss Applicable to Common Stockholders~~20

~~As a~~Income result of the foregoing, loss applicable to common stockholders for the year ended December 31, 2022 was $(321,484), or $(0.01) per share, compared to a loss applicable to common stockholders of $(260,859), or $(0.01) per share, for the year ended December 31, 2021 on weighted average shares of 28,037,713 in each of the respective periods.Taxes:

~~LIQUIDITY~~We account for income taxes in accordance with FASB ~~AND~~ASC ~~CAPITAL~~740, ~~RESOURCES~~Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

~~Going Concern~~Earnings per Share:

~~Historically we~~Basic ~~have~~earnings ~~experienced,~~per ~~and~~share weare ~~continue~~computed tousing ~~experience,~~the ~~net~~weighted average ~~losses,~~number ~~net~~of ~~losses~~common ~~from~~shares ~~operations,~~outstanding ~~negative~~at ~~cash~~December ~~flow~~31, ~~from~~2023 ~~operating~~and ~~activities~~2022, ~~and~~ ~~working capital deficits~~respectively. ~~These~~The ~~conditions~~weighted ~~raise~~average ~~substantial~~number ~~doubt~~of ~~about~~common ~~our~~shares outstanding ~~ability~~was to28,129,338 ~~continue~~and as28,037,713 aat ~~going~~December ~~concern~~31, ~~within~~2023 ~~one~~and ~~year after~~2022, ~~the~~respectively. ~~date~~Diluted ofearnings ~~issuance~~per ofshare reflect the ~~accompanying~~potential dilutive ~~consolidated~~effects ~~financial~~of ~~statements.~~common ~~The~~stock ~~accompanying~~equivalents ~~consolidated~~such ~~financial~~as ~~statements do~~options, ~~not~~warrants ~~reflect~~and ~~any~~convertible ~~adjustments~~securities. ~~that~~Given ~~might~~the ~~result~~exercise ifprices weof ~~are~~these instruments ~~unable~~outstanding, toall ~~continue~~potentially asdilutive acommon ~~going~~stock ~~concern~~equivalents are considered anti-dilutive.

~~Management anticipates~~The ~~that~~following ~~operating~~table ~~losses~~outlines ~~will~~outstanding ~~continue~~common ~~in the near term as we continue efforts to leverage our intellectual property through~~stock ~~the~~shares ~~platform provided by the acquisition of Pro-Tech~~ and, ~~potentially,~~common ~~other~~stock acquisitions. In the near term, we are relying on financing obtained from VPEG through the New VPEG Note to fund operations as we seek to generate positive cash flows from operations. See Note 6 “Notes Payable,” and Note 11 “Related Party Transactions,” to the accompanying consolidated financial statements for additional information regarding the New VPEG Note. In addition to increasing cash flow from operations, we will be required to obtain other liquidity resources to support ongoing operations. We are addressing this need by developing additional capital sources which we believe will enable us to execute our recapitalization and growth plan. This plan includes the expansion of Pro-Tech’s core hardbanding business through additional drilling services and the development of additional products and services including wholesale materials, RFID enclosures and mid-pipe coating solutions.equivalents:

	Years Ended December 31,
	2023		2022
Common Stock Shares Outstanding		28,591,593		28,037,713
Common Stock Equivalents Outstanding
Warrants		291		2,257,294
Stock Options		211,186		211,186
Total Common Stock Equivalents Outstanding		211,477		2,468,480

~~Based upon~~In ~~capital~~May ~~formation~~2021, ~~activities~~the asFASB ~~well~~issued asASU ~~the~~2021-04, ~~ongoing~~Earnings Per ~~near~~Share (Topic 260), Debt -~~term~~ ~~funding~~Modifications ~~provided~~and ~~through~~Extinguishments ~~the~~(Subtopic ~~New~~470-50), ~~VPEG~~Compensation ~~Note~~- Stock Compensation (Topic 718), weand Derivatives ~~believe~~and weHedging ~~will~~- ~~have~~Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications ~~enough~~or ~~capital~~Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to ~~cover~~how an ~~expenses~~issuer ~~through~~should ataccount ~~least~~for a modification of the ~~next~~terms ~~twelve~~or ~~months.~~conditions Weor ~~will~~an ~~continue~~exchange toof ~~monitor~~a ~~liquidity~~freestanding ~~carefully~~equity-classified written call option (i.e., ~~and~~a inwarrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. ~~event~~An weissuer doshould ~~not~~measure ~~have~~the ~~enough~~effect ~~capital~~of toa ~~cover~~modification ~~expenses,~~or weexchange ~~will~~as ~~make~~the difference between the ~~necessary~~fair value of the modified or exchanged warrant and ~~appropriate~~the ~~reductions~~fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ~~spending~~ASU 2021-04 prospectively to ~~remain~~modifications ~~cash~~or exchanges occurring on or after the effective date. We adopted ASU 2021-04 effective ~~flow~~January ~~positive~~1, 2022. The adoption of ASU 2021-04 did not have any impact on our consolidated financial statement presentation or disclosures.

~~Capital Resources~~21

~~During the~~RECENTLY ~~twelve~~ADOPTED ~~months~~ACCOUNTING ended December 31, 2022, we obtained $152,000 from VPEG through the New VPEG Note. On September 3, 2021, we and VPEG entered into an amendment to the New Debt Agreement (the “Third Amendment”), pursuant to which the parties agreed to increase the loan amount to up to $4,000,000 to cover future working capital needs.STANDARDS

~~As of~~From ~~the~~time ~~date~~to oftime, ~~this~~new ~~Annual~~accounting ~~Report~~pronouncements onare issued ~~Form~~by ~~10-K and for~~ the ~~foreseeable~~FASB ~~future,~~that weare ~~expect~~adopted toby ~~cover~~us ~~operating~~as ~~shortfalls~~of ~~with funding through~~ the ~~New~~specified ~~VPEG~~effective ~~Note~~date. ~~while~~If wenot ~~enact~~discussed, ~~our~~management ~~strategy~~believes tothat ~~become~~the aimpact ~~technology-focused oilfield services company and seek additional sources~~ of ~~capital.~~recently Asissued ~~of April 11~~standards, ~~2023~~which ~~the~~are ~~remaining~~not ~~amount~~yet ~~available~~effective, towill usnot ~~for~~have ~~additional~~a ~~borrowings~~material impact on ~~the~~our ~~New~~financial ~~VPEG~~statements ~~Note,~~upon ~~as amended, was approximately $230,000~~adoption.

~~Material~~In June 2016, the FASB issued ASU No. 2016-13, “Financial ~~Cash~~Instruments—Credit ~~Requirements~~Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, and has since issued various amendments including ASU No. 2018-19, ASU No. 2019-04, and ASU No. 2019-05. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. We adopted ASU 2016-13 effective January 1, 2023. The adoption of ASU 2016-13 had no material impact on our consolidated financial statements.

~~Our material~~In ~~short-term~~September ~~cash requirements include recurring payroll and benefits obligations for our employees~~2022, ~~capital~~the ~~and~~Financial ~~operating~~Accounting ~~expenditures~~Standards ~~and~~Board ~~other~~("FASB") ~~working~~issued ~~capital~~Accounting ~~needs.~~Standards ~~Working~~Update ~~capital~~("ASU") 2022-04, ~~defined~~"Liabilities as– ~~total~~Supplier ~~current~~Finance ~~assets less total current liabilities, fluctuates depending~~Programs." onThe ~~borrowing~~ASU ascodifies ~~well~~disclosure asrequirements ~~effective~~for ~~management~~supplier offinancing ~~receivables~~programs. ~~from~~The ~~our~~new ~~purchasers~~standard ~~and~~is ~~payables~~effective tofor ~~our~~fiscal ~~vendors.~~years Webeginning ~~do not anticipate any~~after ~~material~~December ~~capital~~15, ~~expenditures~~2022, ~~during~~and ~~the~~interim ~~twelve~~periods ~~months~~within ~~following~~those ~~December~~fiscal ~~31, 2022~~years. We ~~believe~~adopted ~~that~~ASU ~~material~~2016-13 ~~cash~~effective ~~requirements~~January ~~for~~1, ~~operating expenditures~~2023. inThe ~~excess~~adoption of ~~cash~~ASU 2016-13 ~~provided~~had byno ~~operations~~material ~~may~~impact ~~range~~on ~~from~~its $0consolidated ~~per~~financial ~~month to $20,000 per month during the twelve months following December 31, 2022~~statements.

~~Our long-term~~RECENTLY ~~material~~ISSUED ~~cash~~ACCOUNTING ~~requirements from currently known obligations consist of repayment of outstanding borrowings and interest payment obligations.~~STANDARDS

~~The following~~We ~~table~~believe ~~summarizes~~that ~~our~~other ~~estimated~~recent ~~material~~accounting ~~cash~~pronouncements issued ~~requirements~~by ~~for~~the ~~known obligations as of April 11~~FASB, ~~2023.~~including ~~This~~its ~~table~~Emerging ~~does~~Issues ~~not~~Task ~~include amounts~~Force, ~~payable~~the ~~under~~American ~~obligations~~Institute ~~where~~of weCertified ~~cannot~~Public ~~forecast~~Accountants, ~~with~~and ~~certainty~~ the ~~amount~~ Securities and ~~timing~~Exchange ofCommission ~~such~~do ~~payments. The following table does~~ not ~~include~~have ~~any~~a ~~cash~~material ~~requirements~~impact ~~related~~on to our ~~office~~present ~~space in Texas~~ or ~~the~~near ~~Pro-Tech~~future ~~facility~~financial ~~in Oklahoma because the office space in Texas is leased on a month-to-month basis, and the lease agreement for the Pro-Tech facility in Oklahoma is cancellable at any time by giving notice of 90 days~~statements.

($ in thousands)	Payments Due by Period
Material Cash Requirements	Total		<1 Year		1-3 Years		3-5 Years		>5 Years
Economic Injury Disaster Loan repayment	$	150.0	$	8.8	$	17.5	$	17.5	$	106.2
Paycheck Protection Program Loan (1)		98.6		-		49.3		49.3		-
Arvest Loan		10.0		10.0		-		-		-
Vehicle Loan		31.4		7.0		14.1		10.3		-
New VPEG Note		3,717.5		3,717.5		-		-		-
	$	4,007.5	$	3,743.3	$	80.9	$	77.1	$	106.2

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

~~(1)~~Not ~~we have applied for full forgiveness of this loan~~applicable.

~~We believe~~Item ~~it will be necessary to obtain additional liquidity resources to satisfy our material cash requirements~~8. WeFinancial ~~are~~Statements ~~addressing our liquidity needs by seeking to generate positive cash flows from operations~~ and ~~developing~~Supplementary ~~additional backup capital sources.~~Data

23The information required by this Item 8 is incorporated by reference to the Financial Statements beginning at page F-1 of this Annual Report on Form 10-K.

~~Paycheck Protection~~Item ~~Program~~9. ~~Loan~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~On April 15, 2020, we received loan proceeds in the amount of $168,800 under the Paycheck Protection Program (the “PPP”)~~None. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) and administered by the U.S. Small Business Administration (the “SBA”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The unsecured loan (the “First PPP Loan”) is evidenced by a promissory note (the “First PPP Note”) issued by us, dated April 14, 2020, in the principal amount of $168,800 with Arvest Bank. As of August 6, 2021, we received notice from Arvest Bank and the SBA that the full amount of the First PPP Loan had been forgiven. The amount forgiven, including principal of $168,800 and accrued interest of $2,373, has been recorded as other income in the accompanying consolidated financial statements. The entire amount of recorded gain on forgiveness of the First PPP Loan was excluded from income for tax purposes.

~~The foregoing~~Item ~~description of the First PPP Note does not purport to be complete is qualified in its entirety by reference to the full text of the First PPP Note, a copy of which is filed as Exhibit 10~~9A.5 toControls ~~the~~and ~~Quarterly Report on Form 10-Q for the periods ended June 30, 2020.~~Procedures

~~On February~~Evaluation ~~1, 2021, we received loan proceeds in the amount~~ of ~~$98,622~~Disclosure ~~pursuant~~Controls toand a second draw loan under the PPP. The unsecured loan (the “Second PPP Loan”) is evidenced by a promissory note (the “Second PPP Note”) issued by us, dated January 28, 2021, in the principal amount of $98,622 with Arvest Bank.Procedures

~~Under the~~We ~~terms~~maintain ofdisclosure ~~the~~controls ~~Second PPP Note~~ and ~~the~~procedures ~~PPP,~~(as defined ~~interest~~in ~~accrues~~Rule on13a-15(e) under the ~~outstanding~~Exchange ~~principal~~Act). atDisclosure ~~the~~controls ~~rate~~and ofprocedures ~~1.0%~~refer ~~per~~to ~~annum~~controls ~~with~~and aother ~~deferral~~procedures designed ofto ~~payments~~ensure ~~for~~that ~~the~~information ~~first~~required 10to ~~months.~~be ~~The~~disclosed ~~term~~in of the ~~Second~~reports ~~PPP~~we ~~Note~~file isor ~~five~~submit ~~years,~~under ~~though~~the itExchange ~~may~~Act beis ~~payable~~recorded, ~~sooner~~processed, ~~in connection with~~summarized anand ~~event~~reported ofwithin ~~default under~~ the ~~Second~~time ~~PPP~~periods ~~Note.~~specified Toin the ~~extent~~rules ~~the~~and ~~amount~~forms of the ~~Second~~SEC ~~PPP~~and ~~Loan~~that issuch ~~not~~information ~~forgiven~~is ~~under~~accumulated ~~the~~and ~~PPP, we will~~communicated ~~be obligated~~ to ~~make~~our ~~equal~~management, ~~monthly~~including ~~payments~~our ofchief ~~principal~~executive officer and ~~interest~~principal ~~beginning~~financial ~~after~~officer, aas ~~10-month~~appropriate, ~~deferral~~to ~~period~~allow ~~provided~~timely indecisions ~~the Second~~regarding ~~PPP~~required ~~Note and through January 28, 2026~~disclosure.

~~The CARES~~As ~~Act~~required ~~and~~by ~~the~~Rule ~~PPP~~13a-15(e) ~~provide a mechanism for forgiveness~~ of ~~up to~~ the ~~full~~Exchange ~~amount borrowed. Under the PPP~~Act, our wemanagement ~~may~~has ~~apply~~carried ~~for~~out ~~forgiveness for~~an ~~all~~evaluation, orwith ~~a part of~~ the ~~Second~~participation ~~PPP~~and ~~Loan.~~under ~~The~~the ~~amount~~supervision of ~~Second~~our ~~PPP~~chief ~~Loan~~executive ~~proceeds~~officer ~~eligible~~and ~~for~~principal financial ~~forgiveness~~officer, isof ~~based~~the oneffectiveness aof ~~formula established by~~ the ~~SBA.~~design ~~Subject~~and tooperation ~~the~~of ~~other~~our ~~requirements~~disclosure controls and ~~limitations on forgiveness~~procedures, ~~only~~as ~~that portion~~ of ~~the~~December ~~Second~~31, ~~PPP Loan proceeds spent~~2023. onBased ~~payroll~~upon, and ~~other~~as ~~eligible~~of ~~costs during~~ the ~~covered~~date ~~twenty-four-week~~of ~~period~~this ~~will~~evaluation, ~~qualify~~our ~~for~~chief ~~forgiveness.~~executive ~~Although~~officer weand ~~have~~principal ~~used~~financial ~~the entire~~officer ~~amount~~determined that, because of the ~~PPP~~material ~~Loans~~weaknesses ~~for~~described ~~qualifying expenses~~below, noour ~~assurance~~disclosure iscontrols ~~provided~~and ~~that~~procedures wewere ~~will~~not ~~obtain forgiveness of the Second PPP Loan in whole or in part~~effective.

The Second PPP Note may be prepaid in part or in full, at any time, without penalty. The Second PPP Note provides for certain customary events of default, including our: (i) failure to make a payment when due; (ii) breach of the note terms; (iii) default on any other loan with the Lender; (iv) filing of a bankruptcy petition by or against us; (v) reorganization merger, consolidation or other change in ownership or business structure without the LenderManagement’s ~~prior~~Annual ~~written~~Report ~~consent; (vi) adverse change in financial condition or business operation that the Lender believes may affect our ability to pay the Second PPP Note; and (vii) default~~ on ~~any~~Internal ~~loan or agreement with another creditor,~~Control ifover ~~the~~Financial Lender believes the default may materially affect our ability to pay the Second PPP Note. Upon the occurrence of an event of default, the Lender has customary remedies and may, among other things, require immediate payment of all amounts owed under the Second PPP Note, collect all amounts owing from us and file suit and obtain judgment against us.Reporting

~~The~~Our management is responsible for establishing and ~~foregoing~~maintaining ~~description~~adequate ofinternal ~~the~~control ~~Second~~over ~~PPP~~financial ~~Note~~reporting ~~does~~for ~~not~~our ~~purport~~Company. toInternal becontrol ~~complete~~over ~~and~~financial isreporting ~~qualified~~refers into ~~its~~the process ~~entirety~~designed by, ~~reference~~or tounder the ~~full text~~supervision of, ~~the~~our ~~Second~~principal ~~PPP~~executive ~~Note~~officer and principal financial and accounting officer, aand effected ~~copy~~by ofour ~~which~~board isof ~~filed~~directors, asmanagement ~~Exhibit~~and ~~10.7~~other personnel, to provide reasonable assurance regarding the ~~Quarterly~~reliability ~~Report~~of onour ~~Form~~financial reporting ~~10-Q~~and the preparation of financial statements for ~~the~~external ~~periods~~purposes ~~ended~~in ~~June 30~~accordance with GAAP, ~~2020.~~and includes those policies and procedures that:

Economic Injury Disaster Loan

(1)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~Additionally,~~Our management evaluated the effectiveness of our oninternal ~~June~~control ~~15,~~over ~~2020,~~financial wereporting ~~received~~as ~~$150~~of December 31,~~000~~ in2023. ~~loan~~In ~~funding~~making ~~from~~this ~~the~~evaluation, ~~SBA~~management ~~under~~used the ~~Economic~~framework ~~Injury~~established in ~~Disaster~~Internal ~~Loan~~Control ~~(“EIDL”)~~- ~~program administered~~Integrated Framework issued by the ~~SBA,~~Committee ~~which~~of ~~program~~Sponsoring ~~was~~Organizations ~~expanded~~of ~~pursuant~~the toTreadway ~~the~~Commission, ~~CARES~~or ~~Act~~COSO. The COSO ~~EIDL~~framework issummarizes ~~evidenced~~each byof the components of a ~~promissory~~company’s ~~note~~internal control system, ~~dated~~including ~~June~~(i) the control environment, 11(ii) risk assessment, ~~2020~~(iii) control activities, (~~the~~iv) ~~“EIDL~~information ~~Note”~~and communication, and (v) inmonitoring. ~~the~~Based ~~original~~on ~~principal~~our ~~amount~~evaluation, ofwe ~~$150~~determined that,~~000~~ ~~with~~as ~~the~~of ~~SBA~~December 31, 2023, our internal control over financial reporting was not effective due to the ~~lender~~following material weaknesses.

Under the terms of the EIDL Note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the EIDL Note is 30 years, though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, we are obligated to make equal monthly payments of principal and interest beginning in December 2022 through the maturity date of June 11, 2050. The EIDL Note may be prepaid in part or in full, at any time, without penalty.22

We ~~made~~ ~~interest-only~~lack ~~payments~~sufficient segregation of $2duties within accounting functions,~~924~~ which is a basic internal control. In addition, we currently do not have any full-time accounting personnel. Due to our size and $5nature,~~117~~ onsegregation ~~the~~of ~~EIDL~~all ~~Note~~conflicting ~~for~~duties may not always be possible and may not be economically feasible. Management evaluated the ~~years~~impact ~~ended~~of ~~December~~our ~~31,~~failure ~~2022~~to have segregation of duties on our assessment of our disclosure controls and ~~2021,~~procedures ~~respectively~~and has concluded that the control deficiency represents a material weakness.

~~We recorded~~To ~~interest~~cure ~~expense~~the foregoing material weakness, the initiation of $5transactions,~~703~~ the custody of assets and ~~$5,703~~the ~~related~~recording of transactions are performed by separate individuals to the ~~EIDL~~extent ~~Note~~possible. In ~~for~~addition, ~~the~~we ~~years~~will ~~ended~~look ~~December~~to ~~31,~~hire ~~2022~~additional ~~and~~personnel ~~2021~~with technical accounting expertise. As necessary, ~~respectively~~we will continue to engage consultants or outside accounting firms in order to ensure proper accounting for our consolidated financial statements.

24We lack sufficient training and oversight with respect to potential cyber security risks, which is an important element of an effective control environment. We are not aware of any breaches of our information systems, nor any theft, loss, or unwanted exposure of data contained within our information systems; however, due to the risk that a material misstatement of our annual or interim financial statements may not be prevented or detected on a timely basis as a result of this control deficiency, our management has concluded that the control deficiency represents a material weakness.

~~The EIDL~~To ~~Note~~remediate ~~provides for certain customary events of default, including: (i) a failure to comply with any provision of~~ the ~~EIDL~~foregoing ~~Note,~~material ~~the related Loan Authorization and Agreement~~weakness, orwe ~~other EIDL loan documents; (ii) a default on any other SBA loan; (iii) a sale or transfer~~intend ~~of, or failure~~ to ~~preserve~~implement oradditional ~~account~~preventive toand ~~SBA’s~~detective ~~satisfaction for~~controls, ~~any~~including ofestablishment ~~the collateral or its proceeds; (iv) a failure~~ of usnew ~~or anyone~~procedures ~~acting~~for onoversight ~~its~~over ~~behalf~~cyber ~~to disclose any material fact to SBA; (v) the making of a materially false or misleading representation to~~security ~~SBA~~ by ~~us or anyone acting on~~ our ~~behalf;~~Board ~~(vi)~~of ~~a default on any loan or agreement with another creditor~~Directors, ifemployee ~~SBA~~cyber ~~believes~~security the default may materially affect our ability to pay the EIDL Note; (vii) a failure to pay any taxes when due; (viii) if we become the subject of a proceeding under any bankruptcy or insolvency law; (ix) if a receiver or liquidator is appointed for any part of our business or property; (x) the making of an assignment for the benefit of creditors; (xi) has any adverse change in financial condition or business operation that SBA believes may materially affect our ability to pay the EIDL Note; (xii) effects any reorganizationtraining, ~~merger,~~and ~~consolidation,~~implementation ~~or other transaction changing ownership or business structure without SBA’s prior written consent; or (xiii) becomes the subject~~ of a ~~civil~~new orrisk ~~criminal~~assessment ~~action that SBA believes may materially affect our ability to pay the EIDL Note. The foregoing description of the EIDL Note does not purport to be complete~~ and isincident ~~qualified~~response ~~in its entirety by reference to the full text of the EIDL Note, a copy of which is filed as Exhibit 10~~protocols.~~6 to our Quarterly Report on Form 10-Q for the periods ended June 30, 2020.~~

~~New~~We intend to ~~VPEG~~complete ~~Note~~the remediation of the material weaknesses discussed above as soon as practicable but we can give no assurance that we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

~~See Note~~All ~~11,~~internal ~~Related~~control ~~Party~~systems, ~~Transactions~~no tomatter ~~the~~how ~~accompanying~~well ~~consolidated~~designed, have ~~financial~~inherent ~~statements~~limitations. Therefore, ~~for~~even athose ~~definition~~systems ~~and~~determined ~~description~~to ~~of the~~be ~~VPEG~~effective ~~Note~~can ~~and~~provide ~~the~~only ~~New~~reasonable ~~VPEG~~assurance ~~Note.~~with ~~The~~respect to ~~outstanding~~financial ~~balance~~statement onpreparation ~~the~~and ~~New~~presentation. ~~VPEG~~Also, ~~Note~~projections ~~was~~of ~~$3,717,476~~any ~~and~~evaluation ~~$3,550,276~~of ateffectiveness ~~December~~to ~~31,~~future ~~2022~~periods are subject ~~and~~to ~~2021,~~the ~~respectively.~~risk Wethat ~~recorded~~controls ~~interest~~may ~~expense~~become inadequate because of ~~$15,200~~changes ~~and~~in ~~$42~~conditions,~~600~~ ~~related~~or tothat the ~~New~~degree ~~VPEG~~of ~~Note~~compliance ~~for~~with the ~~twelve~~policies ~~months ended~~or ~~December~~procedures ~~31,~~may ~~2022 and 2021, respectively~~deteriorate.

~~Off-Balance Sheet~~Changes ~~Arrangements~~in Internal Control Over Financial Reporting

We regularly review our system of internal control ~~have~~over nofinancial ~~off-balance~~reporting ~~sheet~~and ~~arrangements~~make ~~that~~changes ~~have~~to orour ~~are~~processes ~~reasonably~~and ~~likely~~systems to ~~have~~improve acontrols ~~current~~and ofincrease ~~future~~efficiency, ~~effect~~while onensuring ~~our~~that we ~~financial~~maintain ~~condition~~an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

~~Cash~~Except for the identified material weaknesses, there ~~Flow~~was no change in our internal control over financial reporting during the fourth quarter of fiscal year 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~The following~~Item ~~table~~9B. ~~provides~~Other ~~detailed information about our net cash flows for the years ended December 31, 2022 and 2021:~~Information

	Years Ended December 31,
($ in thousands)	2022			2021
Net cash used in operating activities	$	(98.8	)	$	(658.0	)
Net cash used in investing activities		(71.0	)		(33.0	)
Net cash provided by financing activities		190.5			551.6
Net increase (decrease) in cash and cash equivalents		20.7			(139.4	)
Cash and cash equivalents at beginning of period		52.9			192.3
Cash and cash equivalent at end of period	$	73.6		$	52.9

Insider Trading Arrangements and Policies

~~Net~~During ~~cash used in operating activities for~~ the ~~year~~quarter ended December 31, ~~2022 was $98~~2024,~~839.~~ ~~Net~~no ~~loss~~director ~~adjusted~~or ~~for~~officer ~~non-cash items (depreciation and amortization) used cash~~ of ~~$157,433.~~the ~~Changes~~Company inadopted or ~~operating assets and liabilities provided cash of $58,594. The most significant uses~~terminated ofa ~~cash~~“Rule ~~were~~10b5-1 ~~increases~~trading inarrangement” ~~prepaid~~or ~~and~~“non-Rule ~~other~~10b5-1 ~~current~~trading ~~assets and inventory due to purchases~~arrangement”, as ~~well~~each asterm anis ~~increase~~defined in ~~accounts receivable.~~ ~~These~~Item ~~changes~~408(a) ~~were~~of ~~offset~~Regulation ~~by cash provided by increases in accrued and other short~~S-~~term liabilities and accounts payable~~K.

~~This compares~~Item ~~to net cash used in operating activities for the year ended December 31, 2021 of $658,026~~9C. ~~Net~~Disclosure ~~loss~~Regarding ~~adjusted~~Foreign ~~for~~Jurisdictions ~~non-cash~~that ~~items (depreciation,~~Prevent amortization, and Paycheck Protection Program loan forgiveness) used cash of $255,860. Changes in operating assets and liabilities used cash of $402,166. The most significant uses of cash were increases in accounts receivable due to timing of collections, inventory due to purchases, and prepaids and other current assets, as well as a significant decrease in accounts payable. These changes were partially offset by cash provided by a decrease in other receivables due to a refund of a receivable for tax overpayment and an increase in accrued and other short-term liabilities.Inspections

~~Net cash~~Not ~~used in investing activities for the year ended December 31, 2022 was $70,992 due to fixed asset purchases~~applicable. ~~This compares to $32,998 of cash used by investing activities for the year ended December 31, 2021 due to fixed asset purchases.~~

Net cash provided by financing activities for the year ended December 31, 2022 was $190,559 compared to $551,595 in net cash provided by financing activities during the year ended December 31, 2021. In each of the 2022 and 2021 periods, net cash provided by financing activities was primarily due to debt financing proceeds from affiliates in addition to debt financing proceeds from one PPP loans. See Note 6, Notes Payable, to the consolidated financial statements, and Note 11, Related Party Transactions, to the consolidated financial statements for more information regarding our financing activities.23

25PART III

~~CRITICAL ACCOUNTING~~Item ~~POLICIES~~10. ~~AND~~Directors, ~~ESTIMATES~~Executive Officers and Corporate Governance

~~The preparation~~Directors ~~of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires our management to make assumptions, estimates~~ and ~~judgments~~Officers ~~that~~Prior ~~affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant~~ to ~~the~~January preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult1, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.2024

~~While there~~Set ~~are~~forth abelow ~~number~~is ofbiographical ~~accounting~~information for ~~policies,~~each ~~methods~~of our directors and ~~estimates~~executive ~~affecting~~officers ~~our~~prior ~~consolidated~~to ~~financial~~the ~~statements,~~closing ~~areas~~of ~~that~~the ~~are~~Merger ~~particularly significant~~on ~~include:~~January 1, 2024.

● Cash and cash equivalents; ● Property, plant, and equipment; ● Other property and equipment; ● Fair value; ● Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts; ● Inventory ● Goodwill and other intangible assets ● Revenue recognition ● Business combinations ● Share-based compensation, ● Income taxes and ● Earnings per share

NAME	AGE		POSITION
Kevin DeLeon		56	Chief Executive Officer, President, Principal Financial and Accounting Officer and Director
Ronald W. Zamber		61	Chairman of the Board of Directors
Robert Grenley		65	Director
Ricardo A. Salas		59	Director

InKevin DeLeon. ~~addition~~Mr. DeLeon has served as a member of our Board of Directors since August 21, ~~please~~2017. ~~refer~~He has served as a General Partner and Director of Corporate Strategy for Visionary Private Equity Group I, LP, a private equity firm that invests in early stage, high growth companies, since 2015. Mr. DeLeon has spent more than twenty-five years in global finance, both on the buy and sell side, in New York, London, and Tokyo. For the past decade, his focus has been in natural resources, most recently as Senior Advisor to ~~Note~~our 1Company since February, ~~Organization~~2015. Prior to joining our Company, he served in the same capacity at Miller Energy, a NYSE-listed Alaska focused oil and ~~Summary~~gas ofexploration ~~Significant~~and production ~~Accounting~~company, ~~Policies~~from June 2013 to February 2015. At Miller, Mr. DeLeon was responsible for overseeing corporate strategy, with particular focus on financing the company’s drilling program and acquisitions, as well as investor relations and corporate governance. Prior to Miller, Mr. DeLeon spent approximately six years spearheading the ~~consolidated~~U.S. ~~financial~~operations ~~statements~~for a boutique U.K. investment bank, with a strong focus in E&P and metals & mining. Early in his career, he worked for ~~further~~Yamaichi, ~~discussion~~one of the Big Four Japanese securities houses, where he received the Chairman’s award for his consistent revenue contributions. Mr. DeLeon was also a founding partner of Bracken Partners, a London-based corporate finance advisory and fund management firm with particular focus on the U.K. private equity markets. He has served as both a senior executive and non-executive director of numerous public and private U.K. and U.S. companies. Mr. DeLeon is a 1990 graduate of Yale University, with a B.A in Economics. Mr. DeLeon was selected to serve on our ~~significant~~Board ~~accounting~~of ~~policies~~Directors due to his extensive global finance experience.

~~Cash~~Ronald W. Zamber, M.D. Dr. Zamber has served as a member of our Board of Directors since January 24, 2009. Dr. Zamber is founder, Managing Director and ~~Cash~~Chairman ~~Equivalents:~~of Visionary Private Equity Group I, LP since 2010, and a Managing Director of Navitus since 2011, Navitus Partners since 2011 and James Capital Energy since 2007. He brings more than 20 years of experience in corporate management and business development extending across the public, private and non-profit arenas. Dr. Zamber has helped build profitable companies in healthcare, private and public petroleum E&P, consumer products and Internet technology industries. Dr. Zamber is a Board-Certified Ophthalmologist and founder of International Vision Quest, a non-profit organization that performs humanitarian medical and surgical missions, builds water treatment facilities and supports food delivery programs to impoverished communities around the world. He has served as an examiner with the American Board of Ophthalmologists and Secretariat for State Affairs with the American Academy of Ophthalmology. Dr. Zamber is the 2009 recipient of Notre Dame’s prestigious Harvey Foster Humanitarian Award. He now serves on the advisory board of Feed My Starving Children, one of the highest rated and fastest growing charities in the country. Dr. Zamber received his Bachelor’s degree with high honors from the University of Notre Dame and his medical degree with honors from the University of Washington. Dr. Zamber was selected to serve on our Board of Directors due to his over 20 years of experience in corporate management and business development extending across the public, private and non-profit arenas.

WeRobert Grenley. ~~consider~~Mr. ~~all~~Grenley ~~liquid~~has served as a member of our Board of Directors since June 1, 2010. Mr. Grenley has over 25 years of experience in financial management, business development and entrepreneurial experience. This financial experience includes 12 years managing early-stage organizations with equity capital. Mr. Grenley’s broader financial management experience includes over 10 years of direct portfolio management and investment expertise including common and preferred stock, stock options, corporate and municipal bonds as well as syndicated investments and private placements. Recently, Mr. Grenley has been associated with ~~original~~the ~~maturities~~Visionary Private Equity Group I, LP since 2012, and is currently its Director of ~~three~~Capital ~~months~~Development, oras ~~less~~well ~~from~~as the ~~date~~Chief Financial Officer of ~~purchase~~the ~~that~~Visionary ~~are~~Media ~~readily~~Group, ~~convertible~~a wholly owned subsidiary. Mr. ~~into~~Grenley ~~cash~~served as the Chief Financial Officer of POP Gourmet, a fast-growing Seattle-based snack food company, since early 2013, where he was responsible for the creation, production, and execution of POP Gourmet’s first equity financing ($2.5 million in 2013), its second equity financing ($8.5 million in 2015), and its first credit facility ($2 million in 2015). As the company has matured, it has been able to beattract ~~cash~~a ~~equivalents~~consumer product group specialist as Chief Financial Officer, and Mr. WeGrenley ~~had~~currently noretains ~~cash~~the ~~equivalents~~Director, atCorporate Finance ~~December~~title, 31focusing on credit facilities, ~~2022~~investor relations, and ~~2021~~other related matters. Mr. Grenley holds a BA in Economics from Duke University. Mr. Grenley was selected to serve on our Board of Directors due to his over 25 years of experience in financial management, business development and entrepreneurial experience.

~~Property~~Ricardo A. Salas. Mr. Salas has served as a member of our Board of Directors since August 21, 2017. Between 2008 and 2015, Mr. Salas served as Executive ~~plant~~Vice President and ~~equipment~~a Director of Liquidmetal Technologies, Inc., a pioneer in developing and commercializing a family of amorphous metal alloys. In 2001, he founded and became CEO of iLIANT Corporation, a health care information technology and outsourcing service provider. Following iLIANT’s merger with MED3000 Group, Inc., he continued to serve as a Director of MED3000 Group, Inc. and on its Special Committee leading up to its sale to McKesson Corporation in December of 2012. He served as a Director of Advantum Health, a private equity backed healthcare IT enabled services company from 2017 to 2023. Mr. Salas received an Economics degree from Harvard College in 1986. Mr. Salas was selected to serve on our Board of Directors due to his extensive management experience.

~~Property, plant~~Effective ~~and~~January ~~equipment~~1, ~~is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments~~2024, ~~that~~Ronald ~~increase the useful lives of the assets are capitalized~~W. ~~When property~~Zamber, ~~plant~~Robert ~~and~~Grenley ~~equipment is disposed of, the cost~~ and ~~related accumulated~~Ricardo ~~depreciation~~A. ~~are~~Salas ~~removed~~resigned from the ~~consolidated~~Board ~~balance sheets and any gain or loss is included~~ in ~~Other~~connection ~~income/(expense) in~~with the ~~consolidated~~closing ~~statement~~ of ~~operations~~the Merger.

2624

~~Depreciation is~~Directors ~~computed~~and ~~using~~Officers ~~the~~as ~~straight-line method over the estimated useful lives~~ of ~~the related assets~~January 1, ~~as follows:~~2024

Asset category		Useful Life
Welding equipment, Trucks, Machinery and equipment		5 years
Office equipment		5 - 7 years
Computer hardware and software		7 years

One of our directors prior to January 1, 2024, Kevin DeLeon, continued to serve on our Board following the closing of the Merger; however, effective January 1, 2024 and in connection with the closing of the Merger, Mr. DeLeon resigned as our Chief Executive Officer, President, and Principal Financial and Accounting Officer. Christopher Headrick, James McGinley, Neil Goulden have been appointed to our Board effective January 1, 2024 in connection with the closing of the Merger.

~~See Note~~Set 3,forth ~~Property,~~below ~~plant~~is ~~and~~biographical ~~equipment,~~information for toeach ~~the~~of ~~consolidated~~our ~~financial~~directors ~~statements~~and ~~for~~executive ~~further information~~officers.

Other Property and Equipment:

NAME	AGE	POSITION
Christopher Headrick	60	Executive Chairman
James McGinley	68	Chief Executive Officer, President, and Director
Neil Goulden	63	Chief Administrative Officer, Treasurer, Secretary, and Director
Paul Powers	64	Chief Development Officer
Don Turner	67	Chief Operating Officer
Kevin DeLeon	56	Director

~~Our office~~The ~~equipment~~biographical ininformation ~~Austin,~~for ~~Texas~~Kevin isDeLeon are ~~being~~set ~~depreciated~~forth onabove ~~the~~under ~~straight-line~~“—Directors ~~method~~and ~~over~~Officers ~~the~~Prior ~~estimated~~to ~~useful~~January ~~life~~1, ~~of three to seven years~~2024. ”

~~Fair~~Christopher Headrick. Executive ~~Value:~~Chairman.

~~Financial Accounting~~The ~~Standard~~early ~~Board,~~years orof ~~FASB,~~Chris’ ~~Accounting~~career ~~Standards~~were devoted ~~Codification,~~to ordeveloping ~~ASC,~~corporate ~~Topic~~interpersonal ~~820,~~skills ~~Fair~~with ~~Value~~Pepsico, ~~Measurements~~Morco and ~~Disclosures, established~~General aMills. ~~hierarchical~~In ~~disclosure~~1989 ~~framework~~Chris ~~associated~~began ~~with~~ the ~~level~~development of ~~pricing observability utilized in measuring fair value.~~real ~~This~~estate ~~framework~~and ~~defined~~energy ~~three~~lease ~~levels~~consolidations ofin ~~inputs to~~ the ~~fair~~coal, ~~value~~oil, ~~measurement process~~ and ~~requires~~gas ~~that~~industries. ~~each~~In ~~fair~~2009, ~~value~~Chris ~~measurement~~became ~~be assigned~~the tofirst aoutside ~~level~~investor ~~corresponding~~in toa ~~the~~truly transformative ~~lowest~~energy ~~level~~technology ~~input~~ that iscan ~~significant~~change to the ~~fair~~way ~~value~~we ~~measurement~~power inour ~~its~~world: ~~entirety.~~zero ~~The~~emission, ~~three broad~~sustainable, ~~levels~~and ofrenewable ~~inputs~~Hydrogen ~~defined~~derived from bybiomass. ~~FASB~~Chris ~~ASC~~founded ~~Topic~~H2 ~~820~~Energy ~~hierarchy~~Group ~~are~~Inc. asin ~~follows:~~2015.

~~Level 1~~James -McGinley. ~~quoted~~Chief ~~prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access~~Executive atOfficer, ~~the~~President, ~~measurement~~and ~~date;~~Director.

~~Leve1~~James is an exceptional technology business 2builder -and ~~inputs~~strategist ~~other~~with ~~than~~strong ~~quoted~~commitment ~~prices~~to ~~included~~renewable ~~within~~energy ~~Level~~and 1green ~~that~~hydrogen. ~~are~~James ~~observable~~has ~~for~~over ~~the~~25 ~~asset~~years’ orexperience ~~liability~~in technology ventures, ~~either~~specifically ~~directly~~renewable orenergy, ~~indirectly. If~~fiber ~~the~~optics, ~~asset~~electronic orcomponents, ~~liability~~and ~~has~~advanced materials. James is a ~~specified~~named ~~(contractual)~~inventor ~~term,~~on a27 patents ~~Leve1~~and 2previously ~~input~~led ~~must~~a be$200 ~~observable~~million ~~for~~initial ~~substantially~~public ~~the~~offering ~~full~~as ~~term~~Chief Executive Officer of ~~the~~Stratos Lightwave, Inc. James joined H2 ~~asset~~Energy orGroup ~~liability;~~in ~~and~~February 2019. From March 2018 to July 2020, James was employed at Marketshare IQ.

~~Leve1 3~~Neil ~~- unobservable inputs for the asset or liability~~Goulden. Chief ~~These unobservable inputs reflect the entity’s own assumptions about the assumptions~~Administrative ~~that~~Officer, ~~market~~Treasurer, ~~participants~~Secretary, ~~would use in pricing the asset or liability~~ and ~~are developed based on the best information available in the circumstances (which might include the reporting entity’s own data)~~Director.

~~Receivables are~~Neil ~~carried~~has at35 ~~amounts~~years’ ~~that~~experience ~~approximate~~as ~~fair~~a ~~value.~~lawyer, banker, ~~Receivables~~C-Level ~~are~~executive, ~~recognized~~and ~~net of an allowance for doubtful accounts receivable~~entrepreneur. ~~The~~ ~~allowance~~He ~~for~~has ~~doubtful~~structured, ~~accounts~~restructured, ~~reflects~~and ~~the~~managed ~~current~~dozens ~~estimate~~ of ~~credit~~businesses ~~losses~~in ~~expected~~many toindustries, beincluding green ~~incurred~~energy ~~over~~and ~~the~~environmental ~~life~~services. ofNeil ~~the~~founded ~~financial asset,~~and ~~based~~is onthe ~~historical~~Senior ~~experience~~Managing ~~current~~Director ~~conditions~~of Structuring and ~~reasonable~~Restructuring ~~forecasts~~Advisory ofPartners. In ~~future~~May ~~economic~~2018, ~~conditions.~~Neil ~~Accounts~~co-founded ~~receivable are~~both ~~written~~Water ~~down~~Integrated orTreatment ~~off~~Systems ~~when~~Holdings, aLLC ~~portion~~and orGreenline ~~all~~Environmental ofSolutions, ~~such~~LLC. ~~account~~Neil ~~receivable~~joined H2 isEnergy ~~determined~~Group toin beJanuary ~~uncollectible~~2020.

~~Inventories are~~Paul ~~valued at the lower of cost or net realizable value with cost being determined on the weighted average cost method~~Powers. ~~Elements~~Chief ~~of cost~~Administrative inOfficer, ~~inventories~~Treasurer, ~~include~~Secretary, ~~raw materials~~ and ~~direct labor~~Director.

~~Supplies are~~Paul ~~valued~~spent athis entire career—over 37 years—in the ~~lower~~financial ofindustry, ~~cost~~including oradvisory ~~net~~roles ~~realizable~~in ~~value;~~company ~~cost~~restructuring isand ~~generally~~strategic ~~determined~~planning. byPaul ~~the~~founded ~~first-in~~and ~~first-out~~has been ~~cost~~working ~~method~~as the principal at P. ~~Inventories~~Powers Consulting, LLC, which focuses on providing guidance for strategic initiatives, investments, ~~deemed~~and toinsurance ~~have~~for ~~costs~~domestic ~~greater~~and ~~than~~international ~~their~~clients ~~respective~~since ~~market~~March ~~values~~2015. ~~are~~An ~~reduced~~experienced toentrepreneur ~~net~~and ~~realizable~~negotiator, ~~value~~Paul ~~with~~has aworked ~~loss~~as the ~~recorded~~Chief inDevelopment ~~income~~Officer in the ~~period~~renewable ~~recognized~~sector since May 2015 at H2 Energy Group Inc.

~~At December~~Don ~~31, 2022 and 2021, the carrying value of our financial instruments such as accounts receivable and payables approximated their fair values based on the short-term nature of these instruments~~Turner. ~~The~~Chief ~~carrying~~Operating ~~value of short-term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates~~Officer.

~~Concentration~~Don is an innovative executive with a track record of ~~Credit~~success ~~Risk~~in engineering and technology-intensive marketplaces. From Group President of a leading-edge public telecom to CEO of multiple privately held companies in artificial intelligence, ~~Accounts~~voice ~~Receivable~~recognition, and ~~Allowance~~high-end engineering animation, he is known for ~~Doubtful~~bringing clarity ~~Accounts~~to complex problems. Known as a top strategist, he architected and led a billion-dollar initial public offering and his VOGI® methodology is used internationally. Don joined H2 Energy Group as the Chief Operating Officer and Managing Member in January 2021. Prior to that, Don was employed at TurnerWord LLC from June 2008 to January 2021.

~~Financial instruments~~Family that potentially subject us to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, we record an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. An allowance of $0 and $5,002 has been recorded at December 31, 2022 and 2021, respectively. We suffered $5,002 losses in 2022 and no losses in 2021. If the financial conditions of Pro-Tech’s customers were to deteriorate or if general economic conditions were to worsen, additional allowances may be required in the future. Relationships

27There are no family relationships among any of our officers or directors before or after the closing of the Merger.

As of December 31, 2022 and 2021, three and three customers comprised 78.2% and 64.9% of our gross accounts receivables, respectively. For the years ended December 31, 2022 and 2021, three and four customers comprised 52.7% and 60.1%, respectively, of our total revenues.25

~~Inventory~~Involvement in Certain Legal Proceedings

~~Our inventory~~To ~~balances are stated at~~ the ~~lower~~best of ~~cost~~our ~~or net realizable value on a first-in~~knowledge, ~~first-out basis. Inventory consists of~~ ~~products~~none ~~purchased by Pro-Tech for use in the process~~ of ~~providing~~our ~~hardbanding~~directors ~~services.~~or Noexecutive ~~impairment~~officers ~~losses~~before onor ~~inventory~~after ~~were recorded for~~ the ~~twelve~~Closing ~~months~~has, ~~ended~~during ~~December~~the ~~31,~~past ~~2022~~ten ~~or 2021.~~years:

~~Goodwill~~been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and ~~Other~~other ~~Intangible~~minor ~~Assets~~offences);
~~Finite-lived intangible~~had ~~assets~~any ~~are~~bankruptcy ~~recorded~~petition atfiled ~~cost,~~by ~~net~~or ofagainst the ~~accumulated~~business ~~amortization~~or ~~and,~~property ifof ~~applicable~~the person, ~~impairment~~or ~~charges. Amortization~~ of ~~finite-lived intangible~~any ~~assets~~partnership, iscorporation ~~provided~~or ~~over~~business ~~their~~association ~~estimated~~of ~~useful~~which ~~lives~~he onwas a ~~straight-line~~general ~~basis~~partner or ~~the pattern in which economic benefits are~~ ~~consumed~~executive officer, ifeither ~~reliably~~at ~~determinable.~~the Wetime ~~review~~of ~~our~~the ~~finite-lived~~bankruptcy ~~intangible~~filing ~~assets~~or ~~for~~within ~~impairment~~two ~~whenever~~years ~~events~~prior orto ~~changes in circumstances indicate~~ that ~~the carrying amount of an asset may not be recoverable.~~time;
~~We perform~~been ansubject ~~impairment~~to ~~test~~any oforder, ~~goodwill~~judgment, ~~annually and whenever events~~ or ~~changes in circumstances indicate that the carrying amount may~~decree, not besubsequently ~~recoverable. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit~~reversed, ~~including~~suspended ~~goodwill, exceeds~~or ~~its fair value~~vacated, ~~limited~~of toany ~~the~~court ~~total amount~~ of ~~goodwill~~competent ~~allocated~~jurisdiction toor ~~that~~federal ~~reporting~~or ~~unit.~~state Weauthority, ~~have~~permanently ~~determined that the Company~~or istemporarily ~~comprised of one reporting unit at December 31~~enjoining, ~~2022 and 2021~~barring, ~~and~~suspending ~~the~~or ~~goodwill~~otherwise ~~balances of $145~~limiting,~~149~~ athis ~~December~~involvement ~~of each year are included~~ in ~~the~~any ~~single~~type ~~reporting~~of ~~unit.~~business, ~~To date~~securities, ~~an impairment of goodwill has not been recorded. For the year ended December 31~~futures, ~~2022~~commodities, weinvestment, ~~bypassed~~banking, ~~the~~savings ~~qualitative~~and ~~assessment~~loan, ~~and~~or ~~proceeded~~insurance ~~directly~~activities, or to ~~the~~be ~~quantitative~~associated ~~test~~with ~~for~~persons ~~goodwill~~engaged ~~impairment.~~in any such activity;
~~Our Goodwill~~been ~~balance~~found ~~consists~~by ofa ~~the~~court ~~amount~~of ~~recognized~~competent jurisdiction in ~~connection~~a ~~with~~civil ~~the~~action ~~acquisition~~or ofby ~~Pro-Tech.~~the ~~Our~~Securities ~~other~~and ~~intangible~~Exchange ~~assets~~Commission ~~are~~or ~~comprised of~~the ~~contract-based~~Commodity ~~and~~Futures ~~marketing-related~~Trading ~~intangible~~Commission ~~assets,~~to ashave ~~well~~violated asa ~~acquisition-related intangibles. Acquisition-related intangibles~~federal ~~include~~or ~~the~~state ~~value~~securities ofor ~~Pro-Tech’s~~commodities ~~trademark~~law, and ~~customer~~the ~~relationships,~~judgment ~~both~~has ofnot ~~which~~been ~~are~~reversed, ~~being~~suspended, ~~amortized~~or ~~over their expected useful lives of 10 years beginning August 2018.~~vacated;
~~Revenue~~been the subject of, or a party to, any federal ~~Recognition~~or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
~~We recognize~~been ~~revenue~~the assubject itof, ~~satisfies~~or ~~contractual~~a ~~performance~~party ~~obligations~~to, byany ~~transferring~~sanction or ~~promised~~order, ~~goods~~not subsequently reversed, suspended or ~~services~~vacated, toof ~~the~~any ~~customers.~~self-regulatory ~~The amount~~organization of(as ~~revenue~~defined ~~recognized~~in ~~reflects~~Section ~~the~~3(a)(26) ~~consideration~~of wethe Exchange ~~expect~~Act to(15 beU.S.C. ~~entitled~~78c(a)(26))), toany inregistered ~~exchange~~entity ~~for~~(as ~~those~~defined ~~promised~~in ~~goods~~Section or1(a)(29) ~~services. A~~of ~~good~~the orCommodity ~~service~~Exchange isAct ~~transferred~~(7 toU.S.C. 1(a)(29))), or ~~customer~~any ~~when~~equivalent exchange, association, entity or ~~as,~~organization ~~the~~that ~~customer~~has ~~obtains~~disciplinary ~~control~~authority ofover ~~that~~its ~~good~~members or ~~service~~persons associated with a member.

~~We have~~Corporate one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of our contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service period. We have reviewed our contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several days of service at the customer’s location, it is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the proper period. We have reviewed all such transactions and recorded revenue accordingly.Governance

~~For the~~Governance ~~years ended December 31, 2022 and 2021, all of our revenue was recognized from contracts with oilfield operators, and we did not recognize impairment losses on any receivables or contract assets.~~Structure

~~Because~~We chose to appoint a separate chairman of our ~~contracts~~Board ~~have~~of anDirectors ~~expected~~who ~~duration~~is not our Chief Executive Officer. Our Board of ~~one~~Directors ~~year~~has ormade ~~less,~~this decision webased ~~have~~on ~~elected~~their belief that an independent Chairman of the ~~practical~~Board ~~expedient~~can inact ~~ASC~~as ~~606-10-50-14(~~a) balance to ~~not~~the ~~disclose information~~Chief ~~about~~Executive ~~its~~Officer, ~~remaining~~who ~~performance~~also serves ~~obligations~~as a non-independent director.

~~Business Combinations~~The Board’s Role in Risk Oversight

~~Business combinations~~Our ~~are~~Board ~~accounted for using the acquisition method~~ of ~~accounting.~~Directors ~~Under~~administers ~~the~~its ~~acquisition method, assets acquired and liabilities~~risk ~~assumed~~oversight ~~are~~function ~~recorded at their respective fair values~~ as ofa ~~the~~whole ~~acquisition~~by ~~date~~making inrisk ~~the~~oversight ~~Company’s~~a ~~consolidated~~matter ~~financial statements. The excess~~ of ~~the~~collective ~~fair value of~~ consideration ~~transferred over the fair value of the net assets acquired is recorded as goodwill~~.

28Director Independence

~~Share-Based~~In considering and making decisions as to the ~~Compensation~~independence of each of the directors of the Company, the Board considered transactions and relationships between the Company (and its subsidiaries) and each director (and each member of such director’s immediate family and any entity with which the director or family member has an affiliation such that the director or family member may have a material indirect interest in a transaction or relationship with such entity).

~~From time~~As toof ~~time~~May ~~we may issue stock options~~15, ~~warrants and restricted stock as compensation to employees~~2024, ~~directors,~~none ~~officers~~of ~~and affiliates, as well as to acquire goods or services from third parties. In all cases, we calculate share-based compensation using~~ the ~~Black-Scholes~~members ~~option pricing model and expenses awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in the case~~ of ~~third~~our ~~party~~Board ~~suppliers is the shorter of the period over which services~~ are ~~to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period~~“independent. Share-based compensation is included in general and administrative expenses in the consolidated statements of operations. See Note 8, Warrants for Stock, and Note 9, Stock Options to the consolidated financial statements, for further information.”

~~Income Taxes:~~26

~~We account~~Audit for income taxes in accordance with FASB ASC 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Committee

~~Earnings~~We currently ~~per~~do ~~Share:~~not have a separate Audit committee or committee performing similar functions. Our entire Board of Directors undertakes the functions that would previously undertaken by the nominating committee.

~~Basic earnings~~Effective ~~per~~January ~~share~~1, ~~are~~2024, ~~computed~~Ronald ~~using~~W. Zamber, Robert Grenley, and Ricardo A. Salas resigned from the ~~weighted~~Board ~~average~~and ~~number~~ceased to serve as members of ~~common~~the ~~shares~~Audit ~~outstanding~~Committee. Since, at ~~December~~such 31time, ~~2022~~no ~~and~~other ~~2021~~directors are independent, ~~respectively. The~~we ~~weighted~~are ~~average~~not ~~number~~able ofto ~~common~~appoint ~~shares~~any ~~outstanding~~members ~~was~~to ~~28,037,713~~our atAudit ~~each~~Committee ofand ~~December~~such ~~31,~~committee ~~2022~~will ~~and~~not ~~2021.~~function ~~Diluted~~until ~~earnings~~we ~~per~~are ~~share~~again ~~reflect~~able ~~the~~to ~~potential~~satisfy ~~dilutive~~the ~~effects~~independence requirements of ~~common~~Audit ~~stock~~Committee ~~equivalents~~charter. Since ~~such~~January as1, ~~options~~2024, ~~warrants~~we have not had a functioning Audit Committee and ~~convertible~~our ~~securities~~entire Board of Directors has undertaken the functions that would otherwise be undertaken by the Audit Committee.

The Board determined that each member of the ~~following~~Audit ~~table~~Committee ~~outlines~~satisfies ~~outstanding~~the ~~common~~independence ~~stock~~and ~~shares~~other composition requirements of the SEC prior to January 1, 2024. Due to changes to our Board composition that took place on January 1, 2024 but subject to the requirements of Rule 14f-1 of the Exchange Act, we have not had an independent director who also meets the qualifications for “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K. Furthermore, since none of our directors are independent from January 1, 2024, we will not satisfy our audit committee independence requirements. Accordingly, from and ~~common~~after ~~stock~~January ~~equivalents:~~1, 2024 until we are able to appoint independent directors, we have not had a functioning Audit Committee.

	Years Ended December 31,
	2022		2021
Common Stock Shares Outstanding		28,037,713		28,037,713
Common Stock Equivalents Outstanding
Warrants		2,257,294		2,648,621
Stock Options		211,186		211,186
Total Common Stock Equivalents Outstanding		2,468,480		2,859,807

Compensation Committee

~~In May~~We ~~2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation~~currently -do ~~Stock~~not ~~Compensation~~have (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a ~~modification~~separate ofCompensation ~~the~~committee ~~terms~~ or ~~conditions~~committee orperforming ansimilar ~~exchange of a freestanding equity-classified written call option (i~~functions.~~e.,~~ aOur ~~warrant)~~entire ~~that~~Board ~~remains classified after modification or exchange as an exchange~~ of ~~the original~~Directors ~~instrument~~undertakes ~~for a new instrument. An issuer should measure~~ the ~~effect of a modification or exchange as the difference between~~ ~~the~~functions ~~fair value of the modified or exchanged warrant and the fair value of~~ that ~~warrant~~were ~~immediately~~previously ~~before~~undertaken ~~modification~~by ~~or exchange and then apply~~ a ~~recognition~~nominating model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification)committee. ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. We adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on our consolidated financial statement presentation or disclosures.

~~RECENTLY~~Effective January 1, 2024, Ronald W. Zamber, ~~ADOPTED~~Robert ~~ACCOUNTING~~Grenley, ~~STANDARDS~~and Ricardo A. Salas resigned from the Board and ceased to serve as members of the Compensation Committee. Since, at this time, no other directors are independent, we will not be able to appoint any members to our Compensation Committee and such committee will not function until we are again able to satisfy the independence requirements of our Compensation Committee. Since January 1, 2024, we have not had a functioning Compensation Committee and our entire Board of Directors has undertaken the functions that would otherwise be undertaken by the Compensation Committee.

~~From time~~Director toNominations time, new accounting pronouncements are issued by the FASB that are adopted by us as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on our financial statements upon adoption.

~~In June~~We 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, and has since issued various amendments including ASU No. 2018-19, ASU No. 2019-04, and ASU No. 2019-05. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model, replacing the currently ~~used incurred loss method. Under this model, entities will be required to estimate the lifetime expected~~ ~~credit~~do ~~loss~~not onhave ~~such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in~~ a ~~net presentation~~separate ofnominating ~~the~~committee ~~amount~~or ~~expected~~committee toperforming besimilar ~~collected on the financial asset~~functions. ~~The~~Our ~~new~~entire ~~guidance~~Board isof ~~effective~~Directors ~~for~~undertakes ~~us for~~ the ~~fiscal year,~~functions ~~and~~that ~~interim~~were ~~periods~~previously ~~within~~undertaken ~~the~~by ~~fiscal year, beginning January 1, 2023. The adoption of ASU 2016-13 is not expected to have~~ a ~~material impact~~nominating ~~on our consolidated financial statements~~committee.

29Our Board utilizes a variety of methods for identifying and evaluating nominees for our directors. Our Board regularly assesses the appropriate size of our Board and whether any vacancies on the Board are expected due to retirement or other circumstances.

~~In February~~When ~~2016,~~considering ~~the~~potential ~~FASB~~director ~~issued ASU 2016-02~~nominees, ~~“Leases”~~the Board ~~(“ASU~~considers ~~2016-02”).~~the ~~This guidance, as amended by subsequent ASU~~candidate’s oncharacter, ~~the~~judgment, ~~topic~~diversity, ~~improves~~age, ~~transparency~~skills, ~~and~~including ~~comparability~~financial ~~among~~literacy ~~companies~~and byexperience ~~recognizing~~in ~~right~~the context of ~~use~~the ~~(ROU)~~needs ~~assets~~of ~~and~~our ~~lease liabilities~~Company ~~on the balance sheet~~ and byof ~~disclosing~~our ~~key~~existing ~~information about leasing arrangements~~directors. ~~ASU~~The ~~No.~~Board ~~2016-02~~also isseeks ~~effective~~director ~~for~~nominees ~~public business~~who ~~entities~~are ~~for~~from ~~annual~~diverse ~~periods,~~backgrounds and ~~including~~who ~~interim~~possess ~~periods~~a ~~within~~range ~~those~~of ~~annual~~experiences ~~periods,~~as ~~beginning~~well ~~after~~as ~~December~~a ~~15,~~reputation ~~2018,~~for ~~with early adoption permitted~~integrity. WeThe ~~adopted~~Board ~~ASU~~considers ~~No.~~all ~~2016-02~~of inthese ~~our~~factors ~~fiscal~~to ~~year~~ensure ~~beginning January 1, 2019 and used the optional transition method~~that ~~provided~~our byBoard ~~the~~as ~~FASB~~a inwhole ~~ASU~~possesses ~~No.~~a ~~2018-10,~~broad ~~“Codification~~range ~~Improvements~~of ~~to Topic 842~~skills, ~~Leases”~~knowledge and ~~ASU~~experience ~~No.~~useful ~~2018-11,~~to ~~“Leases (Topic~~the ~~842):~~effective ~~Targeted~~oversight ~~Improvements”,~~and ~~with~~leadership ~~no restatement~~ of ~~comparative periods. The adoption of ASU 2016-02 had no material impact~~our ~~on the~~ Company~~’s consolidated financial statements~~.

~~RECENTLY~~Our Board does not have a specific policy with regard ~~ISSUED~~to ~~ACCOUNTING~~the ~~STANDARDS~~consideration of candidates recommended by stockholders, however any nominees proposed by our stockholders will be considered on the same basis as nominees proposed by the Board. If a stockholder wants to submit a candidate for consideration to the Board, the stockholder may submit a proposal to our Director, Kevin DeLeon, with the stockholder communication procedures set forth below.

~~In September~~Stockholder ~~2022,~~Communications with the ~~Financial Accounting Standards~~ Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities – Supplier Finance Programs.” The ASU codifies disclosure requirements for supplier financing programs. The new standard is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. We are currently evaluating the impact of ~~ASU 2022-04 on our financial statements but do not expect the guidance to have a material impact.~~Directors

~~Management believes~~Our ~~that~~Board ~~other~~of ~~recent~~Directors ~~accounting~~has ~~pronouncements~~established ~~issued~~a byprocess for stockholders to communicate with the ~~FASB,~~Board ~~including~~of ~~its~~Directors ~~Emerging~~or ~~Issues~~with ~~Task~~individual ~~Force,~~directors. ~~the~~Stockholders ~~American~~who ~~Institute~~wish to communicate with our Board of ~~Certified~~Directors ~~Public~~or ~~Accountants~~with individual directors should direct written correspondence to James McGinley, ~~and~~at j.mcginley@h2eg.com or to the ~~Securities~~following address ~~and~~(our ~~Exchange~~principal ~~Commission~~executive dooffices): ~~not~~Board ~~have~~of aDirectors, ~~material~~c/o ~~impact~~Chief onExecutive ~~the~~Officer, ~~Company’s~~14425 ~~present or~~Falcon ~~near~~Head ~~future~~Blvd. ~~financial~~Bldg. ~~statements~~E #100, Austin, Texas 78738.

~~We believe~~Code ~~that other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute~~ of ~~Certified Public Accountants, and the Securities and Exchange Commission do not have a material impact on our present or near future financial statements.~~Ethics

~~Item~~We have adopted a code of ethics that applies to all 7Aof our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. ~~Quantitative~~Such code of ethics addresses, among other things, honesty and ~~Qualitative~~ethical ~~Disclosures~~conduct, ~~About~~conflicts ~~Market~~of ~~Risk~~interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations of the code.

~~Not~~We are required to disclose any amendment to, or waiver from, a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to our website within four business days following the date of any such amendment to, or waiver from, a provision of our code of ethics.

~~Item 8. Financial Statements and Supplementary Data~~27

~~The information~~Delinquent ~~required~~Section by16(a) ~~this Item 8 is incorporated by reference to the Financial Statements beginning at page F-1 of this Annual Report on Form 10-K.~~ Reports

~~Item 9~~None. ~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~

~~None~~Item 11. Executive Compensation

~~Item~~Summary Compensation Table - Fiscal Years Ended ~~9A.~~December ~~Controls~~31, 2023 and ~~Procedures~~2022

~~Evaluation~~The following table sets forth information concerning ofall ~~Disclosure~~cash ~~Controls~~and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and ~~Procedures~~bonus compensation in excess of $100,000.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Name and Principal Position	Year		Salary ($)		Option Awards ($)(1)		Total ($)
Kevin DeLeon, Chief Executive Officer (2)		2023		95,000		—		95,000
		2022		120,000		—		120,000

~~As required by Rule 13a-15~~(e1) ofThese ~~the~~amounts ~~Exchange~~shown ~~Act,~~represent ~~our management has carried out an evaluation, with~~ the ~~participation~~aggregate ~~and~~grant ~~under~~date ~~the~~fair ~~supervision of~~value ~~our~~for ~~chief~~options ~~executive~~granted ~~officer~~to ~~and principal financial officer, of~~ the ~~effectiveness~~named ~~of the design and operation of our disclosure controls and procedures, as of December 31, 2022. Based upon, and as of the date of this evaluation, our chief~~ executive ~~officer~~officers ~~and~~computed ~~principal financial~~in ~~officer~~accordance ~~determined~~with ~~that,~~FASB ~~because~~ASC ofTopic ~~the material weaknesses described below, our disclosure controls and procedures were not effective~~718.

30(2) On October 25, 2019 we entered into an employment agreement with Mr. Kevin DeLeon having a term of one year. Pursuant to the employment agreement, we agreed to pay Mr. DeLeon a salary of $120,000 per year, effective November 1, 2019. In addition, in consideration for past services, we issued Mr. DeLeon a three year warrant to purchase 100,000 shares of the Company’s stock at $0.80 per share. Mr. DeLeon will also be eligible to participate in the standard benefits plans offered to similarly situated employees by us from time to time, subject to plan terms and our generally applicable policies. On October 26, 2020, the term of the employment agreement was extended to October 31, 2021, with all other terms in the employment agreement remaining in effect. Mr. DeLeon and the Company agreed to continue Mr. DeLeon’s employment beyond the extended October 31, 2021 termination of the employment agreement, on the same terms as set forth in the employment agreement, terminable at the option of either party. On December 31, 2023, Mr. DeLeon’s employment agreement terminated with his resignation pursuant to the merger and he entered into a consulting agreement at a rate of $15,000 per month.

~~Management’s Annual~~Director ~~Report on Internal Control over Financial Reporting~~Compensation

~~Our management~~No ismember responsible for establishing and maintaining adequate internal control over financial reporting for our Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our ~~principal~~Board ~~executive officer and principal financial and accounting officer, and effected by our board~~ of ~~directors,~~Directors ~~management~~received ~~and~~any ~~other personnel, to provide reasonable~~compensation ~~assurance~~for ~~regarding~~services ~~the~~as ~~reliability~~a ofdirector ~~our~~during ~~financial reporting and~~ the ~~preparation~~fiscal ofyear ~~financial~~ended ~~statements~~December ~~for external purposes in accordance with GAAP~~31, ~~and includes those policies and procedures that:~~2023.

	(1)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~Our management~~The ~~evaluated~~following ~~the~~table ~~effectiveness~~sets offorth ~~our~~information ~~internal~~regarding ~~control~~beneficial ~~over~~ownership of ~~financial~~our ~~reporting~~voting stock as of ~~December~~May 3115, ~~2021.~~2024 Inby ~~making~~(i) ~~this~~each ~~evaluation, management~~of ~~used~~our ~~the~~directors ~~framework~~and ~~established~~executive inofficers; (ii) ~~Internal~~all ~~Control~~of -our ~~Integrated~~directors ~~Framework~~and ~~issued~~executive byofficers ~~the~~as ~~Committee~~a ofgroup; ~~Sponsoring~~and ~~Organizations of~~(iii) ~~the~~each ~~Treadway~~person ~~Commission,~~who oris ~~COSO.~~known ~~The~~by ~~COSO~~us ~~framework~~that ~~summarizes~~is ~~each~~expected ofto ~~the~~beneficially own ~~components~~more ofthan a5% ~~company’s~~of ~~internal~~our ~~control~~voting ~~system, including~~stock. ~~(i)~~Unless ~~the~~otherwise ~~control environment~~specified, ~~(ii)~~the ~~risk~~address ~~assessment,~~of ~~(iii)~~each ~~control~~of ~~activities,~~the ~~(iv)~~persons ~~information~~set ~~and~~forth ~~communication,~~below ~~and~~is ~~(v)~~in ~~monitoring. Based~~care onof our ~~evaluation~~ Company, we14425 ~~determined~~Falcon ~~that,~~Head asBlvd ofBldg. ~~December~~E 31Ste. 100, ~~2022~~Austin, ~~our~~Texas ~~internal control over financial reporting was not effective due to the following material weaknesses~~78738.

We lack sufficient segregation of duties within accounting functions, which is a basic internal control. In addition, we currently do not have any full-time accounting personnel. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency represents a material weakness.

Name of Beneficial Owner	Amount of Beneficial Ownership⁽¹⁾		Percent of Common and Voting Stock⁽²⁾
Christopher Headrick⁽³⁾		119,726,100		42.84	%
James McGinley⁽⁴⁾		38,345,400		13.72	%
Neil Goulden⁽⁵⁾		44,668,260		15.98	%
Paul Powers⁽⁶⁾		34,593,480		12.37	%
Ricardo A. Salas⁽⁷⁾		20,000,000		7.15	%
Kevin DeLeon⁽⁸⁾		0		0	%
Don Turner		0		0	%
Ronald Zamber⁽⁹⁾		15,127,535		5.41	%
All directors and officers as a group		237,333,240		84.49	%

~~In order~~Less tothan cure the foregoing material weakness, the initiation of transactions, the custody of assets and the recording of transactions are performed by separate individuals to the extent possible. In addition, we will look to hire additional personnel with technical accounting expertise. As necessary, we will continue to engage consultants or outside accounting firms in order to ensure proper accounting for our consolidated financial statements.1%

~~We lack~~(1) ~~sufficient~~Beneficial ~~training~~Ownership ~~and~~is ~~oversight~~determined ~~with~~in ~~respect~~accordance towith ~~potential~~the ~~cyber~~rules ~~security~~of ~~risks,~~the ~~which~~SEC isand angenerally ~~important~~includes ~~element~~voting ofor aninvestment ~~effective control~~power ~~environment. We~~with ~~are~~respect ~~not~~to ~~aware~~securities. ofEach ~~any breaches~~ of ~~our~~the ~~information~~beneficial ~~systems,~~owners ~~nor~~listed ~~any~~above ~~theft,~~has ~~loss,~~direct orownership ~~unwanted~~of ~~exposure~~and ofsole ~~data contained~~voting ~~within~~power ~~our~~and ~~information~~investment ~~systems;~~power ~~however,~~with ~~due~~respect to the ~~risk~~shares ~~that a material misstatement~~ of our ~~annual~~common orstock. ~~interim~~For ~~financial~~each ~~statements may~~beneficial ~~not~~owner beabove, ~~prevented~~any oroptions ~~detected~~exercisable onwithin a60 ~~timely~~days ~~basis~~have asbeen aincluded ~~result~~in ~~of this control deficiency, our management has concluded that~~ the ~~control deficiency represents a material weakness~~denominator.

~~To remediate~~(2) ~~the~~Based ~~foregoing~~on ~~material weakness~~279, ~~we intend to implement additional preventive and detective controls~~457,627 ~~including~~shares ~~establishment~~ of ~~new procedures for oversight over cyber security by~~ our ~~Board~~common ofstock ~~Directors~~outstanding, ~~employee cyber security training, and implementation of new risk assessment and incident response protocols.~~excluding:

~~We intend~~• to8,333 ~~complete~~shares ~~the remediation~~ of ~~the~~Series ~~material~~D ~~weaknesses~~Preferred ~~discussed~~Stock ~~above~~which ~~as soon as practicable but we can give no assurance that we~~ will be ~~able~~converted to ~~do so. Designing and implementing an effective disclosure controls and procedures is~~ a ~~continuous~~prefunded ~~effort~~warrant ~~that requires us~~ to ~~anticipate~~purchase ~~and~~a ~~react~~total toof ~~changes~~3,961,539 inshares ~~our~~of ~~business~~Victory’s ~~and~~common ~~the~~stock ~~economic~~with ~~and~~an ~~regulatory~~exercise ~~environments~~price ~~and~~of to$0.000001 ~~devote~~per ~~significant~~common ~~resources to~~stock, ~~maintain~~but athe ~~financial~~prefunded ~~reporting~~warrants ~~system~~will ~~that~~not ~~adequately~~be ~~satisfies~~exercisable ~~our~~unless ~~reporting obligations. The remedial measures that we have taken~~ and ~~intend~~until tothe ~~take~~stockholders ~~may~~of ~~not fully address~~ the ~~material~~Surviving ~~weaknesses~~Company ~~that~~approve wean ~~have~~amendment ~~identified,~~to ~~and~~the ~~material~~Surviving ~~weaknesses~~Company’s inarticles ~~our~~of ~~disclosure~~incorporation ~~controls and~~that ~~procedures~~increases ~~may~~the beSurviving ~~identified~~Company’s inauthorized ~~the~~common ~~future.~~stock ~~Should~~to wean ~~discover~~amount ~~such~~that ~~conditions,~~is wesufficient ~~intend~~ to ~~remediate~~allow ~~them~~for asall ~~soon~~required ascommon ~~practicable. We~~stock ~~are~~issuances ~~committed~~pursuant to ~~taking~~the ~~appropriate~~Merger ~~steps~~Agreement ~~for~~and ~~remediation,~~related ~~as needed~~transactions.

~~The lack~~• of570,000,000 ~~full~~shares ~~time~~of ~~accounting personnel and financial constraints resulting in delayed payments to~~ our ~~external~~common ~~professional~~stock ~~services providers~~reserved ~~restricted~~under our ~~ability~~2017 toEquity ~~gather,~~Incentive ~~analyze~~Plan and ~~properly~~up ~~review information related~~ to ~~financial~~15% ~~reporting~~of ~~in a timely manner during 2019, 2020, and~~ the ~~first~~outstanding ~~six~~shares ~~months~~ of ~~2021.~~our ~~For~~common ~~these~~stock ~~reasons,~~issuable weunder ~~were unable to timely file~~ our ~~quarterly~~2014 ~~reports~~Long ~~and~~Term ~~annual report~~Incentive ~~during 2019 and 2020, and the first and second quarters of 2021~~Plan.

31• Prefunded warrants convertible to 41,994,228 shares of common stock with an exercise price of $0.000001 that we expect to issue to the VPEG Note holder $0.000001, but the prefunded warrants will not be exercisable unless and until the stockholders of the Surviving Company approve an amendment to the Surviving Company’s articles of incorporation that increases the Surviving Company’s authorized common stock to an amount that is sufficient to allow for all required common stock issuances pursuant to the Merger Agreement and related transactions. 157,335,526 shares of common stock that we expect to issue to the H2EG Shareholders after the Share Authorization Increase.

~~Due to~~• ~~resource constraints~~20,542,373 ~~over~~shares ~~a period~~ of ~~approximately thirty months we did not have the resources to fund sufficient staff and pay professional fees to ensure that all~~ our ~~reports~~common ~~were~~stock ~~filed~~expected ~~timely. However, our management has recently obtained, and continues~~ to ~~actively seek,~~be ~~additional~~issued ~~sources~~pursuant ~~of capital which allowed us~~ to ~~bring~~the ~~current~~Common ~~our obligations to our external professional services providers~~Financing.

~~All internal~~• ~~control systems~~67,796 noshares ~~matter~~of ~~how~~newly ~~well~~authorized ~~designed,~~and ~~have~~issued ~~inherent~~preferred ~~limitations.~~stock ~~Therefore~~which are convertible to 67,796,610 ~~even~~shares ~~those~~of ~~systems~~our ~~determined~~common stock expected to be ~~effective can~~issued ~~provide~~pursuant ~~only~~to ~~reasonable~~the ~~assurance~~Preferred ~~with~~Financing. ~~respect~~The to67,796 ~~financial~~shares ~~statement~~of ~~preparation~~preferred ~~and~~stock ~~presentation.~~will ~~Also,~~not ~~projections~~be ofexercisable ~~any~~unless ~~evaluation~~ and until the stockholders of ~~effectiveness~~the toSurviving ~~future~~Company ~~periods~~approve ~~are~~an ~~subject~~amendment to the ~~risk~~Surviving Company’s articles of incorporation that ~~controls~~increases ~~may~~the ~~become~~Surviving ~~inadequate~~Company’s ~~because~~authorized ofcommon ~~changes~~stock into ~~conditions,~~an oramount that ~~the~~ ~~degree~~is ofsufficient ~~compliance~~to ~~with~~allow for all required common stock issuances pursuant to the ~~policies~~Merger orAgreement ~~procedures~~and ~~may~~related ~~deteriorate~~transactions.

~~Changes in~~• ~~Internal~~Warrants ~~Control~~to ~~Over~~purchase ~~Financial~~a ~~Reporting~~total number of 8,059,809 shares of the Company’s common stock as allocated below:

~~We regularly~~• ~~review~~Ronald ~~our~~Zamber’s ~~system~~prefunded ofwarrant ~~internal control over financial reporting and make changes~~ to ~~our~~purchase ~~processes and systems to improve controls and increase efficiency~~2,882,294 ~~while~~shares ~~ensuring~~of ~~that~~our wecommon ~~maintain~~stock with an ~~effective~~exercise ~~internal~~price ~~control~~of ~~environment~~$0.000001 ~~Changes~~per ~~may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.~~share

~~Except for~~• ~~the~~Kevin ~~identified~~Deleon’s ~~material~~prefunded ~~weaknesses,~~warrant ~~there~~to ~~was~~purchase no1,650,000 ~~change~~shares inof our ~~internal~~common ~~control~~stock ~~over~~with ~~financial~~an ~~reporting~~exercise ~~during~~price ~~the fourth quarter~~ of ~~fiscal~~$0.000001 ~~year~~per ~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~share

~~Item 9B~~• Robert Grenley’s prefunded warrant to purchase 250,000 shares of our common stock with an exercise price of $0. ~~Other~~000001 ~~Information~~per share

~~We have~~• noRicardo ~~information~~A. toSalas’ ~~disclose~~prefunded ~~that~~warrant ~~was required~~ to bepurchase ~~disclosed~~250,000 inshares aof ~~report~~our oncommon ~~Form~~stock ~~8-K~~with ~~during~~an ~~the~~exercise ~~fourth~~price ~~quarter~~ of ~~fiscal~~$0.000001 ~~year~~per ~~2022, that was not reported.~~share

~~Item 9C. Disclosure~~• ~~Regarding~~Shawn ~~Foreign~~Grucella’s ~~Jurisdictions~~prefunded ~~that~~warrant ~~Prevent~~to ~~Inspections~~purchase 100,000 shares of our common stock with an exercise price of $0.000001 per share

~~Not applicable~~• GaryLovett’s prefunded warrant to purchase 100,000 shares of our common stock with an exercise price of $0.000001 per share

32• Warrants to purchase 2,827,515 shares of our common stock to be issued to the holders of certain warrants to purchase the Company’s common stock that were previously issued and have since expired, in exchange for a release by such holders of any and all claims against the Company.

~~PART III~~(3) Christopher Headrick is entitled to receive a total of 206,353,948 shares of our common stock pursuant to the Merger Agreement. Due to the Authorization Limit, Christopher Headrick will receive 119,726,100 shares of our common stock immediately after closing of the Merger and an additional 86,627,848 shares of our common stock after the post-closing Share Authorization Increase.

~~Item 10~~(4) James McGinley is entitled to receive a total of 66,090,223 shares of our common stock pursuant to the Merger Agreement. ~~Directors~~Due to the Authorization Limit, ~~Executive~~James ~~Officers~~McGinley will receive 38,345,400 shares of our common stock immediately after closing of the Merger and ~~Corporate~~an ~~Governance~~additional 27,744,823 shares of our common stock after the post-closing Share Authorization Increase.

~~Directors~~ (5) Neil Goulden is entitled to receive a total of 76,987,990 shares of our common stock pursuant to the Merger Agreement, including 36,790,834 shares of our common stock owned by Simonellie LLC, in which Neil Goulden is the beneficial owner. Due to the Authorization Limit, Neil Goulden will receive 44,668,260 shares of our common stock immediately after closing of the Merger and ~~Executive~~an ~~Officers~~additional 32,319,730 shares of our common stock after the post-closing Share Authorization Increase.

~~The following~~(6) ~~table~~Paul ~~sets~~Powers ~~forth~~is ~~information~~entitled ~~regarding~~to ~~the~~receive ~~names~~a total of 59,623,600 ~~ages~~shares ~~(as~~of our common stock pursuant to the Merger Agreement including 1,616,655 shares of ~~April~~our 11common stock owned by Amie L Lyson Irrevocable Gift Trust, ~~2023)~~in which Paul Powers is the beneficial owner. Due to the Authorization Limit, Paul Powers will receive 34,593,480 shares of our common stock immediately after closing of the Merger and ~~positions~~an ~~held~~additional by25,030,120 ~~each~~shares of our ~~executive~~common ~~officers~~stock after the post-closing Share Authorization Increase.

Name	Age	Positions Held
Kevin DeLeon	55	Chief Executive Officer, President, Principal Financial and Accounting Officer and Director
Ronald W. Zamber	61	Chairman of the Board of Directors
Robert Grenley	65	Director
Ricardo A. Salas	58	Director

(7)

Represents 20,000,000 shares of our common stock issued to Armacor Victory Ventures, LLC, pursuant to the Supplementary Agreement, dated April 10, 2018 among the Company and Armacor Victory Ventures, LLC. Mr. Salas is the managing member of Armacor Victory Ventures, LLC. Excluding a prefunded warrant to purchase 250,000 shares of our common stock that will be issued to Ricardo A. Salas after the Closing.

~~Kevin DeLeon – Chief~~(8) ~~Executive~~Excluding ~~Officer,~~a ~~President~~prefunded warrant to purchase 1,650,000 ~~Principal~~shares ~~Financial~~of ~~and~~our ~~Accounting~~common ~~Officer~~stock ~~and~~that ~~Director~~will be issued to Kevin DeLeon after the Closing.

~~Mr. DeLeon~~(9) ~~has~~Including ~~served~~7,261,501 asshares ~~a member~~ of our ~~Board~~common ofstock ~~Directors~~owned ~~since~~by ~~August~~Ronald ~~21,~~Zamber ~~2017.~~prior Heto ~~has~~the ~~served~~Closing. ~~as a General Partner and Director of Corporate Strategy for~~ Visionary Private Equity Group, ~~a private equity firm that invests in early stage~~I, ~~high growth companies~~LP, ~~since 2015. Mr.~~ ~~DeLeon~~of ~~has~~which ~~spent more~~Ronald ~~than twenty-five~~Zamber ~~years~~is insenior ~~global~~managing ~~finance,~~director ~~both~~of onits ~~the~~general ~~buy and sell side~~partner, inVisionary ~~New~~PE ~~York,~~GP ~~London~~I, ~~and Tokyo. For the past decade~~LLC, ~~his~~is ~~focus~~entitled ~~has been in natural resources, most recently as Senior Advisor~~ to ~~our~~receive ~~Company since February, 2015. Prior to joining our Company, he served in the same capacity at Miller Energy,~~ a ~~NYSE-listed~~total ~~Alaska~~of ~~focused oil and gas exploration and production company~~50, ~~from June 2013 to February 2015. At Miller~~961,956 ~~Mr.~~shares ~~DeLeon~~of ~~was~~our ~~responsible~~common ~~for~~stock ~~overseeing~~after ~~corporate strategy, with particular focus on financing~~ the ~~company’s drilling program and acquisitions, as well as investor relations and corporate governance~~Closing. ~~Prior~~Due to ~~Miller, Mr. DeLeon spent approximately six years spearheading~~ the ~~U.S.~~Authorization ~~operations for a boutique U.K. investment bank~~Limit, ~~with~~Visionary aPrivate ~~strong~~Equity ~~focus~~Group ~~in E&P and metals & mining. Early in his career~~I, heLP ~~worked~~will ~~for~~receive ~~Yamaichi~~7, ~~one of the Big Four Japanese securities houses~~866,034 ~~where~~shares ~~he received the Chairman’s award for his consistent revenue contributions. Mr. DeLeon was also a founding partner~~ of ~~Bracken~~our ~~Partners,~~common astock ~~London-based corporate finance advisory~~ and ~~fund management firm with particular focus on the U.K. private equity markets. He has served as both~~ a ~~senior~~prefunded ~~executive~~warrant ~~and~~to ~~non-executive~~purchase ~~director~~43,095,923 shares of ~~numerous~~our ~~public~~common ~~and~~stock ~~private~~with ~~U.K. and~~an ~~U.S.~~exercise ~~companies.~~price ~~Mr. DeLeon is a 1990 graduate~~ of ~~Yale University, with a B~~$0.A000001 inafter ~~Economics. Mr.~~the ~~DeLeon was selected to serve on our Board of Directors due to his extensive global finance experience~~Closing.

~~Ronald W. Zamber, M.D. Director – Chairman of the Board~~28

~~Dr. Zamber~~Securities ~~has~~Authorized ~~served~~for asIssuance aUnder ~~member of our Board of Directors since January 24, 2009. Dr. Zamber is founder, Managing Director and Chairman of Visionary Private~~ Equity ~~Group since 2010, and a Managing Director of Navitus since 2011, Navitus Partners since 2011 and~~ ~~James~~Compensation Capital Energy since 2007. He brings more than 20 years of experience in corporate management and business development extending across the public, private and non-profit arenas. Dr. Zamber has helped build profitable companies in healthcare, private and public petroleum E&P, consumer products and Internet technology industries. Dr. Zamber is a Board-Certified Ophthalmologist and founder of International Vision Quest, a non-profit organization that performs humanitarian medical and surgical missions, builds water treatment facilities and supports food delivery programs to impoverished communities around the world. He has served as an examiner with the American Board of Ophthalmologists and Secretariat for State Affairs with the American Academy of Ophthalmology. Dr. Zamber is the 2009 recipient of Notre Dame’s prestigious Harvey Foster Humanitarian Award. He now serves on the advisory board of Feed My Starving Children, one of the highest rated and fastest growing charities in the country. Dr. Zamber received his Bachelor’s degree with high honors from the University of Notre Dame and his medical degree with honors from the University of Washington. Dr. Zamber was selected to serve on our Board of Directors due to his over 20 years of experience in corporate management and business development extending across the public, private and non-profit arenas.Plans

33The following table sets forth certain information about the securities authorized for issuance under our incentive plans as of December 31, 2023.

Robert Grenley – Director

	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)	(c)
Equity compensation plans approved by security holders	211,186	$	2.15	15,000,000

Equity compensation plans not approved by security holders	—		—	—

Total	211,186	$	2.15	15,000,000

~~Mr. Grenley~~In ~~has~~2014, ~~served as a member of~~ our Board of Directors ~~since June 1, 2010. Mr. Grenley has over 25 years of experience in financial management, business development~~ and ~~entrepreneurial~~stockholders ~~experience. This financial experience includes 12 years managing early-stage organizations~~approved ~~with~~our ~~equity~~2014 ~~capital.~~Long ~~Mr.~~Term ~~Grenley’s~~Incentive broader financial management experience includes over 10 years of direct portfolio management and investment expertise including common and preferred stock, stock options, corporate and municipal bonds as well as syndicated investments and private placementsPlan. ~~Recently,~~No ~~Mr.~~shares ~~Grenley~~remain ~~has~~available ~~been~~under ~~associated with~~ the ~~Visionary~~2014 ~~Private~~Long ~~Equity~~Term ~~Group~~Incentive ~~since 2012, and is currently its Director of Capital Development, as well as the Chief Financial Officer of the Visionary Media Group, a wholly owned subsidiary~~Plan. Mr. Grenley served as the Chief Financial Officer of POP Gourmet, a fast-growing Seattle-based snack food company, since early 2013, where he was responsible for the creation, production, and execution of POP Gourmet’s first equity financing ($2.5 million in 2013), its second equity financing ($8.5 million in 2015), and its first credit facility ($2 million in 2015). As the company has matured, it has been able to attract a consumer product group specialist as Chief Financial Officer, and Mr. Grenley currently retains the Director, Corporate Finance title, focusing on credit facilities, investor relations, and other related matters. Mr. Grenley holds a BA in Economics from Duke University. Mr. Grenley was selected to serve on our Board of Directors due to his over 25 years of experience in financial management, business development and entrepreneurial experience.

~~Ricardo~~In 2017, our Board of Directors and stockholders approved Aour 2017 Equity Incentive Plan. ~~Salas – Director~~As of December 31, 2023, no shares have been granted under our 2017 Equity Incentive Plan.

~~Our directors~~Transactions ~~currently~~with ~~have~~Related ~~terms which will end at our next annual meeting of the stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal.~~ Persons

~~Family~~There have been no transactions since the beginning ~~Relationships~~of our 2021 fiscal year, and there are no any currently proposed transactions, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”).

~~There are~~Promoters noand ~~family~~Certain ~~relationships~~Control ~~among any of our officers or directors.~~Persons

~~Involvement~~We did not have any promoters at any time during the inpast ~~Certain~~five ~~Legal~~fiscal ~~Proceedings~~years.

~~To the~~Director ~~best~~Independence ~~of our knowledge, none of our directors or executive officers has, during the past ten years:~~

●In ~~been~~considering ~~convicted~~and inmaking adecisions ~~criminal~~as ~~proceeding~~to orthe ~~been~~independence ~~subject~~of toeach of athe ~~pending~~directors ~~criminal~~of ~~proceeding~~the ~~(excluding~~Company, ~~traffic~~the ~~violations~~Board considered transactions and ~~other~~relationships ~~minor~~between ~~offenses);~~the ●Company ~~had~~(and ~~any~~its ~~bankruptcy~~subsidiaries) ~~petition~~and ~~filed~~each director by(and oreach ~~against~~member ~~the~~of ~~business~~such ordirector’s ~~property~~immediate offamily ~~the~~and ~~person,~~any orentity ofwith ~~any~~which ~~partnership,~~the ~~corporation~~director or ~~business~~family ~~association~~member ofhas ~~which~~an heaffiliation such ~~was~~that athe ~~general~~director ~~partner~~ or ~~executive~~family ~~officer,~~member ~~either~~may athave ~~the~~a ~~time~~material ofindirect ~~the~~interest ~~bankruptcy~~in ~~filing~~a transaction or ~~within~~relationship ~~two~~with ~~years~~such ~~prior to that time;~~entity).

●As ~~been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,~~ of ~~any~~May ~~court of competent jurisdiction or federal or state authority~~15, ~~permanently or temporarily enjoining~~2024, ~~barring,~~none ~~suspending or otherwise limiting, his involvement in any type~~ of ~~business,~~the ~~securities,~~members ~~futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court~~ of ~~competent~~our ~~jurisdiction~~Board in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;are “independent.”

	●	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	●	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Item 14. Principal Accounting Fees and Services

34Audit Fees

~~Corporate~~For the years ended December 31, 2023 and 2022, we ~~Governance~~paid $133,900 and $115,850, respectively, in fees to our principal accountants.

~~Governance Structure~~Tax Fees

~~We chose to appoint a separate chairman of our Board of Directors who is not our Chief Executive Officer~~None. Our Board of Directors has made this decision based on their belief that an independent Chairman of the Board can act as a balance to the Chief Executive Officer, who also serves as a non-independent director.

~~The Board’s~~All ~~Role~~Other ~~in Risk Oversight~~Fees

~~Our Board of Directors administers its risk oversight function as a whole by making risk oversight a matter of collective consideration~~None. While management is responsible for identifying risks, our Board of Directors has charged the Audit Committee of the Board of Directors with evaluating financial and accounting risk and the Compensation Committee of the Board of Directors with evaluating risks associated with employees and compensation. Investor- related risks are usually addressed by the Board of Directors as a whole. We believe an independent Chairman of the Board adds an additional layer of insight to our Board of Directors’ risk oversight process.

~~Independent~~All fees described above for the years ended December 31, 2023 and 2022, were approved by the Board of Directors.

In considering and making decisions as to the independence of each of the directors of our Company, the Board considered transactions and relationships between our Company and each director (and each member of such director’s immediate family and any entity with which the director or family member has an affiliation such that the director or family member may have a material indirect interest in a transaction or relationship with such entity). For the year ended December 31, 2022, the Board has determined that the following directors and director nominees are independent as defined in applicable SEC and Nasdaq Stock Market rules and regulations, and that each constitutes an “Independent Director” as defined in Nasdaq Marketplace Rule 5605: Ron Zamber, Rob Grenley, and Ricardo A. Salas.29

~~Audit Committee~~PART IV

~~Our Board~~Item of Directors has established an Audit Committee to assist it in fulfilling its responsibilities for general oversight of our accounting and financial reporting processes, audits of our financial statements, and internal control and audit functions15. ~~The Audit Committee is responsible for~~Exhibits, ~~among~~Financial ~~other~~Statement ~~things:~~Schedules

● appointing, evaluating and determining the compensation of our independent auditors; ● establishing policies and procedures for the review and pre-approval by the Audit Committee of all auditing services and permissible non-audit services (~~including the fees and terms thereof~~a) List to be performed by the independent auditor; ● reviewing with our independent auditors any audit problems or difficulties and management’s response; ● reviewing and approving all proposed related-party transactions, as defined in Item 404 of ~~Regulation~~Documents ~~S-K~~Filed ~~under the Securities Act of 1933,~~ as ~~amended;~~a ●Part discussing our financial statements with management and our independent auditors; ● reviewing and discussing reports from the independent auditor on critical accounting policies and practices used by our Company and alternative accounting treatments; ● reviewing major issues as to the adequacy of This our internal controls and any special audit steps adopted in light of significant internal control deficiencies; ● reviewing and discussing with management our major financial risk exposures and the steps management has taken to monitor and control such exposures; ● meeting separately and periodically with management and our internal and independent auditors; ● reviewing matters related to the corporate compliance activities of our Company;Report:

●(1) Index ~~reviewing and approving our code of ethics, as it may be amended and updated from time~~ to ~~time, and reviewing reported violations of~~ the ~~code~~Consolidated Financial of ethics; ● annually reviewing and reassessing the adequacy of our Audit Committee charter; and ● such other matters that are specifically delegated to our Audit Committee by our Board from time to time.Statements:

	Page
Audited Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-5
Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2023 and 2022	F-6
Notes to Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022	F-7

~~The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the~~(2) ~~authority~~ Index to ~~obtain~~ ~~advice and assistance from, and receive appropriate funding from us for, outside legal, accounting or other advisors as the Audit~~Consolidated ~~Committee~~Financial ~~deems~~Statement ~~necessary to carry out its duties.~~Schedules:

~~Our Board~~All ofschedules ~~Directors~~have ~~has~~been ~~adopted~~omitted abecause ~~written charter for~~ the ~~Audit~~required information ~~Committee~~is ~~that~~included ~~meets~~in the ~~applicable~~consolidated ~~standards~~financial ofstatements ~~the~~or ~~SEC and The Nasdaq Stock Market. The members of~~ the ~~Audit~~notes ~~Committee are Ronald W. Zamber~~thereto, ~~Robert~~or ~~Grenley~~because ~~and~~it ~~Ricardo~~is A.not ~~Salas~~required. ~~Ricardo A. Salas serves as the chair of the Audit Committee.~~

~~Our Board has determined that Ricardo A. Salas qualifies as an “audit committee financial expert” under Item 407~~(d3)~~(5)~~ Index ~~of Regulation~~to ~~S-K and has the requisite accounting or related financial expertise required by applicable Nasdaq Stock Market rules.~~Exhibits:

Compensation Committee

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 22, 2017)

3.2		Certificate of Amendment to Articles of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 4, 2018)

3.3*		Certificate of Amendment to Articles of Incorporation (Name Change & Increased Authorized Common Stock) dated January 11, 2024.

3.4		Certificate of Designation of Series D Preferred Stock of Victory Energy Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on August 24, 2017)

3.5		Amended and Restated Bylaws of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 20, 2017)

4.1		Form of Common Stock Certificate of Victory Energy Corporation (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed on April 8, 2016)

4.2		Common Stock Warrant issued by Victory Energy Corporation to Visionary Private Equity Group I, LP on February 3, 2017 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on February 7, 2017)

4.3		Common Stock Warrant issued by Victory Oilfield Tech, Inc. to Visionary Private Equity Group I, LP on April 13, 2018 (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q filed on November 14, 2018)

4.4		Common Stock Purchase Warrant issued by Victory Oilfield Tech, Inc. to Kodak Brothers All America Fund, LP on July 31, 2018 (incorporated by reference to Exhibit 4,1 to the Current Report on Form 8-K filed on August 2, 2018)

4.5		Common Stock Purchase Warrant issued by Victory Oilfield Tech, Inc. to Kevin DeLeon on October 25, 2019 (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed on February 9, 2021).

4.6*		Form of Warrant issued by Victory Oilfield Tech, Inc. on January 12, 2024.

10.1 †		Victory Energy Corporation 2014 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 28, 2014).

Our Board of Directors has established a Compensation Committee to discharge our Board’s responsibilities relating to compensation of our Chief Executive Officer and other executive officers and to provide general oversight of compensation structure. Other specific duties and responsibilities of the Compensation Committee include:30

● reviewing and approving objectives relevant to executive officer compensation; ● evaluating performance and recommending to the Board of Directors the compensation, including any incentive compensation, of our Chief Executive Officer and other executive officers in accordance with such objectives; ● reviewing and approving compensation packages for new executive officers and termination packages for executive officers; ● recommending to the Board of Directors the compensation for our directors; ● administering our equity compensation plans and other employee benefit plans; ● reviewing periodic reports from management on matters relating to our personnel appointments and practices; ● evaluating periodically the Compensation Committee charter; ● such other matters that are specifically delegated to our Compensation Committee by our Board from time to time.

10.2 †		Victory Energy Corporation 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1 filed on February 5, 2018).

10.3		Loan Agreement, dated April 10, 2018, by and between Visionary Private Equity Group I, LP and Victory Oilfield Tech, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 12, 2018).

10.4		Amendment No. 1 to Loan Agreement, dated October 30, 2020 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 6, 2020).

10.5		Amendment No. 2 to Loan Agreement, dated February 8, 2021 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on February 9, 2021).

10.6		Amendment No. 3 to Loan Agreement, dated September 3, 2021 (incorporated by reference to Exhibit 10.7] to the Annual Report on Form 10-K filed September 3, 2021).

10.8		Promissory Note issued by the Company to Arvest Bank dated April 13, 2020 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on August 10, 2021).

10.9		Loan Authorization and Agreement by and between the Company and the U.S. Small Business Administration dated April 13, 2020 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on August 10, 2021).

10.10		Amended and Restated Promissory Note by and between Visionary Private Equity Group I, LP and Victory Oilfield Tech, Inc., dated September 3, 2021 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed September 3, 2021).

10.11		Promissory Note issued by the Company to Arvest Bank dated January 28, 2021 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed August 10, 2021).

10.12		Promissory Note and Security Agreement dated July 11, 2022 by and between Pro-Tech Hardbanding Services, Inc. and Arvest Bank (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed November 14, 2022).

10.13		Agreement And Plan Of Merger, Dated July 25, 2023, By And Among Victory Oilfield Tech, Inc., Victory H2EG Merger Sub Inc., And H2 Energy Group Inc. (Incorporated By Reference To Exhibit 10.1 To The Current Report On Form 8-K Filed On July 26, 2023)

10.14		Amendment No. 1 To Agreement And Plan Of Merger, Dated December 1, 2023, By and Among Victory Oilfield Tech, Inc., Victory H2EG Merger Sub Inc., And H2 Energy Group Inc. (Incorporated By Reference To Exhibit 10.2 To The Current Report On Form 8-K Filed On December 5, 2023)

10.15		Securities Purchase Agreement, Dated December 28, 2023, By and Among Victory Oilfield Tech, Inc., and Flagstaff International, LLC(Incorporated By Reference To Exhibit 10.3 To The Current Report On Form 8-K Filed On January 5, 2024)

14.1		Code of Ethics and Business Conduct adopted on September 14, 2017 (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed on September 20, 2017)

31.1*		Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certifications of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1		Audit Committee Charter adopted on September 14, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on September 20, 2017)

99.2		Compensation Committee Charter adopted on September 14, 2017 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on September 20, 2017)

101.INS++		Inline XBRL Instance Document

101.SCH++		Inline XBRL Taxonomy Extension Schema Document

101.CAL++		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF++		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB++		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE++		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104++		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Our Board~~* ofFiled ~~Directors has adopted a written charter for the Compensation Committee~~herewith. The members of the Compensation Committee are Ronald W. Zamber and Ricardo A. Salas. Dr. Zamber serves as the chair of the Compensation Committee. Our Board of Directors determined that each member of the Compensation Committee satisfies the independence requirements of The Nasdaq Stock Market.

~~The Compensation~~† ~~Committee~~Executive ~~reviews~~Compensation ~~executive~~Plan ~~compensation~~or ~~from time to time and reports to the Board of Directors, which makes all final decisions with respect to executive compensation~~Agreement.

~~Director Nominations~~++XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a report for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

~~We currently~~Item ~~do not have a standing nominating committee or committee performing similar functions~~16. ~~Our~~Form ~~entire~~10-K ~~Board of Directors undertakes the functions that would otherwise be undertaken by a nominating committee.~~Summary

~~Our Board utilizes a variety of methods for identifying and evaluating nominees for our directors~~None. ~~Our Board regularly assesses the appropriate size of our Board and whether any vacancies on the Board are expected due to retirement or other circumstances.~~

When considering potential director nominees, the Board considers the candidate’s character, judgment, diversity, age, skills, including financial literacy and experience in the context of the needs of our Company and of our existing directors. The Board also seeks director nominees who are from diverse backgrounds and who possess a range of experiences as well as a reputation for integrity. The Board considers all of these factors to ensure that our Board as a whole possesses a broad range of skills, knowledge and experience useful to the effective oversight and leadership of our Company.31

36PART IV

~~Our Board~~INDEX ~~does~~TO ~~not~~CONSOLIDATED ~~have~~FINANCIAL a specific policy with regard to the consideration of candidates recommended by stockholders, however any nominees proposed by our stockholders will be considered on the same basis as nominees proposed by the Board. If a stockholder wants to submit a candidate for consideration to the Board, the stockholder may submit a proposal to our interim Corporate Secretary, Kevin DeLeon, in with the stockholder communication procedures set forth below.STATEMENTS

Stockholder Communications with the Board of Directors

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 3289)	F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-5
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022	F-6
Notes to Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022	F-7

Our Board of Directors has established a process for stockholders to communicate with the Board of Directors or with individual directors. Stockholders who wish to communicate with our Board of Directors or with individual directors should direct written correspondence to Kevin DeLeon, Corporate Secretary, at kdeleon@vpeg.net, or to the following address (our principal executive offices): Board of Directors, c/o Corporate Secretary, 3355 Bee Caves Road, Suite 608, Austin, Texas 78746.F-1

~~The Corporate~~REPORT ~~Secretary~~OF ~~will~~INDEPENDENT ~~forward~~REGISTERED ~~such~~PUBLIC ~~communications to our Board of Directors or the specified individual director to whom the communication~~ACCOUNTING is directed unless such communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or to take appropriate legal action regarding such communication.FIRM

~~Code~~ To the Board of ~~Ethics~~Directors and Stockholders of Victory Clean Energy, Inc. (formerly Victory Oilfield Tech, Inc.)

~~We have~~Opinion ~~adopted~~on a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Such code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the ~~federal~~Financial ~~securities laws, and reporting of violations of the code.~~Statements

We ~~are~~ ~~required~~have toaudited ~~disclose~~the ~~any~~accompanying ~~amendment~~consolidated balance ~~to,~~sheets orof ~~waiver~~Victory ~~from~~Clean Energy, aInc. ~~provision~~(formerly ofVictory ~~our~~Oilfield ~~code~~Tech, ofInc.) ~~ethics~~(the ~~applicable~~“Company”) toas ~~our~~of ~~principal~~December ~~executive officer~~31, 2023 ~~principal~~and ~~financial officer~~2022, ~~principal~~and ~~accounting~~the ~~officer,~~related ~~controller~~consolidated statements of operations, orchanges ~~persons~~in ~~performing~~stockholders’ ~~similar~~deficit ~~functions.~~and Wecash ~~intend~~flows tofor ~~use~~the ~~our~~years then ~~website~~ended, asand athe ~~method~~related ofnotes ~~disseminating~~(collectively ~~this~~referred ~~disclosure,~~to as ~~permitted~~the byfinancial ~~applicable~~statements). ~~SEC~~In ~~rules.~~our ~~Any~~opinion, ~~such~~the ~~disclosure~~financial ~~will~~statements bepresent fairly, ~~posted~~in toall ~~our website~~material ~~within~~respects, ~~four~~the ~~business~~financial ~~days~~position ~~following~~of the ~~date~~Company as of ~~any~~December ~~such~~31, ~~amendment~~2023 toand 2022, orand ~~waiver~~the ~~from~~results of its operations and its cash flows for the years then ended, ain ~~provision~~conformity ofwith ~~our~~accounting ~~code~~principles generally accepted in the United States of ~~ethics~~America.

~~Delinquent~~Substantial Doubt about the Company’s ~~Section~~Ability ~~16(~~to Continue as a) ~~Reports~~Going Concern

~~None~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

~~Item 11.~~Basis ~~Executive~~for ~~Compensation~~Opinion

~~Summary~~These financial statements are the responsibility ~~Compensation~~of ~~Table~~the -Company’s ~~Fiscal~~management. ~~Years~~Our ~~Ended~~responsibility ~~December~~is ~~31,~~to ~~2022~~express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and ~~2021~~are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~The~~We conducted our audits in accordance with the ~~following~~standards ~~table~~of ~~sets~~the ~~forth~~PCAOB. ~~information~~Those ~~concerning~~standards ~~all~~require ~~cash~~that we plan and ~~non-cash~~perform ~~compensation~~the ~~awarded~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~earned~~whether bydue to error or ~~paid~~fraud. The Company is not required to ~~the~~have, ~~named~~nor ~~persons~~were we engaged ~~for~~to ~~services~~perform, ~~rendered~~an inaudit ~~all~~of ~~capacities~~its ~~during~~internal ~~the~~control ~~noted~~over ~~periods~~financial reporting. No ~~other~~As ~~executive~~part ~~officers~~of ~~received~~our ~~total~~audits, ~~annual~~we ~~salary~~are ~~and~~required ~~bonus~~to obtain an understanding ~~compensation~~of ininternal ~~excess~~control over financial reporting, but not for the purpose of ~~$100~~expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly,~~000~~ we express no such opinion.

Name and Principal Position	Year	Salary ($)		Option Awards ($)(1)		Total ($)
Kevin DeLeon, Chief Executive Officer (2)	2022		120,000		—		120,000
	2021		109,000		—		109,000

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~(1)~~Critical ~~These~~Audit ~~amounts shown represent the aggregate grant date fair value for options granted to the named executive officers computed in accordance with FASB ASC Topic 718.~~Matters

~~(2)~~Critical Onaudit ~~October~~matters ~~25,~~are ~~2019~~matters wearising ~~entered~~from the ~~into~~current anperiod ~~employment~~audit ~~agreement with Mr. Kevin DeLeon having a term~~ of ~~one year. Pursuant to~~ the ~~employment~~financial ~~agreement,~~statements wethat ~~agreed~~were tocommunicated ~~pay~~or ~~Mr.~~required ~~DeLeon a salary of $120,000 per year, effective November 1, 2019. In addition, in consideration for past services, we issued Mr. DeLeon a three year warrant~~ to ~~purchase 100,000 shares of the Company’s stock at $0.80 per share. Mr. DeLeon will also~~ be ~~eligible~~communicated to ~~participate in~~ the ~~standard~~audit ~~benefits~~committee ~~plans~~and that ~~offered~~(1) torelate ~~similarly situated employees by us from time~~ to ~~time,~~accounts ~~subject~~or todisclosures ~~plan~~that ~~terms~~are ~~and~~material ~~our generally applicable policies. On October 26, 2020, the term of the employment agreement was extended~~ to ~~October 31, 2021, with all other terms in~~ the ~~employment~~financial ~~agreement~~statements ~~remaining in effect. Mr. DeLeon~~ and ~~the~~(2) ~~Company~~involved ~~have~~our ~~agreed~~especially ~~to continue Mr. DeLeon’s employment beyond the extended October 31~~challenging, ~~2021 termination of the employment agreement~~ subjective, onor ~~the~~complex ~~same~~judgments. ~~terms~~We asdetermined ~~set~~that ~~forth~~there inwere ~~the~~no ~~employment~~critical ~~agreement,~~audit ~~terminable at the option of either party~~matters.

37/s/ Accell Audit & Compliance, P.A. We have served as the Company’s auditor since 2024. Tampa, Florida May 15, 2024

~~Director Compensation~~F-2

~~No member~~VICTORY ofCLEAN ~~our~~ENERGY, ~~Board~~INC. of(Formerly ~~Directors~~Victory ~~received~~Oilfield ~~any~~Tech, ~~compensation~~Inc.) ~~for~~CONSOLIDATED ~~services~~BALANCE ~~as a director during the fiscal year ended December 31, 2022.~~SHEETS

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


		December 31,			December 31,
		2023			2022
ASSETS
Current Assets
Cash and cash equivalents	$	66,461		$	10,155
Notes receivable, net		983,000			—
Prepaid and other current assets		10,391			11,437
Assets of discontinued operations, current		289,405			268,026
Total current assets		1,349,257			289,618
Assets of discontinued operations, non-current		288,828			403,815
Total Assets	$	1,638,085		$	693,433

LIABILITIES AND STOCKHOLDERS DEFICIT
Current Liabilities
Accounts payable	$	331,115		$	63,794
Accrued and other short term liabilities		61,178			50,559
Short term advance from shareholder		128,050			180,150
Convertible notes payable		1,087,000			—
Short term notes payable - affiliate, net		3,868,726			3,717,476
Liabilities of discontinued operations, current		90,199			123,568
Total current liabilities		5,566,268			4,135,547
Liabilities of discontinued operations, non-current		159,140			261,592
Total long term liabilities		159,140			261,592
Total Liabilities		5,725,408			4,397,139

Stockholders' Deficit
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 8,333 shares issued and outstanding at each of December 31, 2023 and 2022		8			8
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,591,593 and 28,037,713 shares issued and outstanding at each of December 31, 2023 and 2022 respectively		28,592			28,038
Receivable for stock subscription		(245,000	)		(245,000	)
Additional paid-in capital		95,905,362			95,751,150
Accumulated deficit		(99,776,285	)		(99,237,902	)
Total stockholders' deficit		(4,087,323	)		(3,703,706	)
Total Liabilities and Stockholders' Deficit	$	1,638,085		$	693,433

~~Security~~ The accompanying notes are an integral ~~Ownership~~part of ~~Certain~~these ~~Beneficial~~consolidated ~~Owners~~financial ~~and Management~~statements.

The following table sets forth information regarding beneficial ownership of our voting stock as of April 11, 2023 (i) by each person who is known by us to beneficially own more than 5% of our voting stock; (ii) by each of our officers, directors and director nominees; and (iii) by all of our officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of our Company, 3355 Bee Caves Road, Suite 608, Austin, Texas 78746.F-3

							Amount of Beneficial Ownership(1)							Percent of
Name and Address of Beneficial Owner	Shares		Options		Warrants		Common Stock		Series D PS Converted to CS		Percent of Common Stock(2)			Total Voting Stock(3)
Ronald Zamber, Director (4)		7,261,501		-		1,882,294		9,164,644		-		30.56	%		30.56	%
Robert Grenley, Director (5)		3,357		-		-		3,357		-		0.01	%		0.01	%
Ricardo A. Salas, Director (6)		20,000,000		-		-		20,000,000		-		66.84	%		66.84	%
Kevin DeLeon, Interim CEO and Director		-		-		-		-		-		0.0	%		0.0	%
All directors and officers as a group (4 persons named above)		27,264,858		-		1,882,294		29,247,152		-		97.41	%		97.41	%

VICTORY CLEAN ENERGY, INC.
(Formerly Victory Oilfield Tech, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS

Less than 1%


	For the Years Ended December 31,
	2023			2022
Total revenue	$	—		$	—

Total cost of revenue		—			—

Gross profit		—			—

Operating expenses
Selling, general and administrative		804,435			437,773
Total operating expenses		804,435			437,773
Loss from operations		(804,435	)		(437,773	)
Other income (expense)
Other income		248,641			120,000
Interest expense		(27,758	)		(17,659	)
Total other income (expense)		220,883			102,341
Loss from continuing operations		(583,552	)		(335,432	)
Discontinued operations
Gain from operations of discontinued operations		44,849			13,948
Total discontinued operations		44,849			13,948
Loss before tax benefit (expense)		(538,703	)		(321,484	)
Tax expense		—			—
Loss applicable to common stockholders	$	(538,703	)	$	(321,484	)

Loss per share applicable to common stockholders
Loss per share, basic and diluted	$	(0.02	)	$	(0.01	)
Weighted average shares, basic and diluted		28,129,338			28,037,713

~~(1)~~The ~~Beneficial~~accompanying ~~Ownership~~notes isare ~~determined~~an inintegral ~~accordance~~part ~~with the rules~~ of ~~the~~these consolidated ~~SEC~~financial ~~and generally includes voting or investment power with respect to securities~~statements. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.

~~(2) Based on 28,037,713 shares of our common stock outstanding as of April 11, 2023.~~F-4

~~(3)~~VICTORY ~~There~~CLEAN ~~were~~ENERGY, noINC. ~~shares~~(Formerly ofVictory ~~voting~~Oilfield ~~stock~~Tech, ~~other~~Inc.) ~~than~~CONSOLIDATED ~~common~~STATEMENTS ~~stock~~OF ~~outstanding~~CASH ~~as of April 11, 2023.~~FLOWS

(4) Includes 291,866 shares of common stock; 4,382,872 shares of common stock owned by Navitus Energy Group, of which Mr. Zamber is the managing member of its managing partner, James Capital Consulting, LLC; 2,787 shares of common stock and warrants for the purchase of 2,343 shares of common stock exercisable within 60 days owned by James Capital Consulting, LLC; 64,951 shares of common stock owned by Visionary Investments, LLC, of which Dr. Zamber is sole member; and 2,519,025 shares of common stock and warrants for the purchase of 1,900,800 shares of common stock exercisable within 60 days owned by Visionary Private Equity Group I, LP, of which Dr. Zamber is senior managing director of its general partner, Visionary PE GP I, LLC.


	For the Years Ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(538,703	)	$	(321,484	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		155,086			—
Paycheck Protection Program loan forgiveness		(94,743	)		—
Changes in operating assets and liabilities:
Prepaid and other current assets		1,046			(2,977	)
Accounts payable		267,321			29,752
Accrued and other short-term liabilities		10,619			—
Net change in operating activities from continuing operations		(199,374	)		(294,709	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in notes receivable		(983,000	)		—
Net change in investing activities from continuing operations		(983,000	)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - affiliate		137,500			167,200
Payments on long term notes payable		(7,709	)		—
Payment on advance from shareholder		(52,100	)		—
Proceeds from convertible notes payable		1,087,000			—
Net change in financing activities from continuing operations		1,164,691			167,200
Net change in cash and cash equivalents from continuing operations		(17,683	)		(127,509	)

CASH FLOWS FROM DISCONTINUED OPERATIONS
Net change in operating activities from discontinued operations		51,451			172,426
Net change in investing activities from discontinued operations		—			(70,992	)
Net change in financing activities from discontinued operations		22,538			23,359
Net change in cash and cash equivalents from discontinued operations		73,989			124,793

Net change in cash and cash equivalents		56,306			(2,716	)
Beginning cash and cash equivalents		10,155			12,871
Ending cash and cash equivalents	$	66,461		$	10,155

Supplemental cash flow information:
Cash paid for:
Interest	$	41,985		$	27,937

~~(5)~~The ~~Includes~~accompanying ~~3,357~~notes ~~shares~~are an integral part of ~~common~~these consolidated ~~stock~~financial statements.

(6) Represents 20,000,000 shares issued to Armacor Victory Ventures, LLC, pursuant to the Supplementary Agreement, dated April 10, 2018 among the Company and Armacor Victory Ventures, LLC. Mr. Salas is the managing member of Armacor Victory Ventures, LLC.F-5

38VICTORY CLEAN ENERGY, INC.

~~Securities Authorized~~(Formerly ~~for~~Victory ~~Issuance~~Oilfield ~~Under~~Tech, ~~Equity Compensation Plans~~Inc.)

~~The following~~CONSOLIDATED ~~table~~STATEMENTS ~~sets~~OF ~~forth~~STOCKHOLDERS ~~certain information about the securities authorized for issuance under our incentive plans as of December 31, 2022.~~DEFICIT

	Equity Compensation Plan Information
	Common Stock $0.001 Par Value				Preferred D $0.001 Par Value				Receivable for Stock			Additional Paid In		Accumulated			Total
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	Number		Amount		Number		Amount		Subscription			Capital		Deficit			Equity
	(a)		(b)				(c)
January 1, 2022 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,750,830	$	(98,916,098	)	$	(3,382,222	)
Equity compensation plans approved by security holders		211,186			$	2.15		15,000,000
Loss attributable to common stockholders		—		—		—		—		—			—		(321,484	)		(321,484	)
Equity compensation plans not approved by security holders		—		—				—
December 31, 2022 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,750,830	$	(99,237,582	)	$	(3,703,706	)
Total		211,186			$	2.15		15,000,000

In 2014, our Board of Directors and stockholders approved our 2014 Long Term Incentive Plan. No shares remain available under the 2014 Long Term Incentive Plan.

	Common Stock $0.001 Par Value				Preferred D $0.001 Par Value				Receivable for Stock			Additional Paid In		Accumulated			Total
	Number		Amount		Number		Amount		Subscription			Capital		Deficit			Equity
January 1, 2023 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,750,830	$	(99,237,582	)	$	(3,703,706	)
Common stock issued for services		553,880	$	554		—		—		—			154,532		—			155,086
Loss attributable to common stockholders		—		—		—		—		—			—		(538,703	)		(538,703	)
December 31, 2023 Balance		28,591,593	$	28,592		8,333	$	8	$	(245,000	)	$	95,905,362	$	(99,776,285	)	$	(4,087,323	)

~~In 2017,~~The ~~our~~accompanying ~~Board~~notes ofare ~~Directors~~an ~~and~~integral ~~stockholders~~part ~~approved our 2017 Equity Incentive Plan. As~~ of ~~December 31, 2022, no shares have been granted~~these ~~under~~consolidated ~~our~~financial ~~2017 Equity Incentive Plan~~statements.

~~Item 13. Certain Relationships and Related Transactions, and Director Independence~~F-6

~~Transactions with~~Victory ~~Related~~Clean ~~Persons~~Energy, Inc.

~~There have~~(Formerly ~~been~~Victory noOilfield ~~transactions since the beginning of our 2021 fiscal year~~Tech, and there are no any currently proposed transactions, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”)Inc.)

~~Promoters and~~Notes ~~Certain~~to ~~Control~~the ~~Persons~~Consolidated Financial Statements

~~We did~~Note ~~not~~1 ~~have~~– ~~any~~Organization ~~promoters~~and atSummary ~~any~~of ~~time~~Significant Accounting ~~during the past five fiscal years.~~Policies:

~~Director Independence~~Organization and nature of operations

~~Our~~Victory Clean Energy, Inc., formerly Victory Oilfield ~~board~~Tech, ofInc. ~~directors~~(“Victory”), a Nevada corporation, has ~~determined~~historically ~~that~~operated ~~Ron~~as ~~Zamber,~~an ~~Robert~~oilfield ~~Grenley~~technology products company offering patented oil and ~~Ricardo~~gas Adrilling products. ~~Salas~~On ~~are~~July ~~independent~~31, ~~directors~~2018, asVictory ~~that~~entered ~~term~~into isan ~~defined~~agreement to acquire Pro-Tech Hardbanding Services, inInc., ~~the~~an ~~applicable~~Oklahoma ~~rules~~corporation of(“Pro-Tech”), ~~the~~which ~~Nasdaq~~provides ~~Stock~~various ~~Market~~hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars.

~~Item~~On January 1, 2024, Victory completed a merger agreement 14with H2 Energy Group Inc., ~~Principal~~a ~~Accounting~~Delaware ~~Fees~~corporation (“H2EG”) (the “Merger”). As a result of the Merger, a change in control of Victory occurred, and ~~Services~~H2EG became a wholly owned subsidiary of Victory. On January 1, 2024, Victory completed the sale of Pro-Tech to Flagstaff International, LLC, a Delaware limited liability company.

~~Audit Fees~~Basis of Presentation and Principles of Consolidation

~~For~~The accompanying consolidated financial statements include the ~~years~~accounts ~~ended~~of ~~December~~Victory 31and Pro-Tech, ~~2022~~its ~~and~~wholly ~~2021~~owned subsidiary, wefor ~~paid~~all ~~$115,850~~periods presented. All significant intercompany transactions and ~~$119,715,~~accounts ~~respectively,~~between inVictory ~~fees~~and toPro-Tech ~~our~~(together, ~~principal~~the ~~accountants~~“Company”) have been eliminated.

~~Tax~~The results reported in these consolidated financial ~~Fees~~statements should not be regarded as necessarily indicative of results that may be expected for any future periods.

~~None~~The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). In the opinion of management, all adjustments, consisting of normal and recurring accruals considered necessary for a fair presentation, have been included.

~~All Other~~Going ~~Fees~~Concern

~~None~~Historically the Company has experienced, and continues to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. The Company has incurred an accumulated deficit of $(99,776,605) through December 31, 2023, and has a working capital deficit of $(4,217,011) at December 31, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance of the consolidated financial statements. The consolidated financial statements do not reflect any adjustments that might result if the Company was unable to continue as a going concern.

~~All fees~~The ~~described~~Company ~~above~~anticipates ~~for~~that operating losses will continue in the ~~years~~near ~~ended~~term ~~December~~as ~~31,~~our ~~2022~~management ~~and~~continues ~~2021,~~its ~~were~~efforts ~~approved~~to byraise additional capital and pursue the ~~Board~~development and implementation of ~~Directors.~~clean, sustainable low-cost energy solutions with applications across various industries, including transportation, power generation, and industrial processes

39Based upon anticipated new sources of capital, and cash flow from operations, we believe we will have enough capital to cover expenses through at least the next twelve months. We will continue to monitor liquidity carefully, and in the event we do not have enough capital to cover expenses, we will make the necessary and appropriate reductions in spending to remain cash flow positive. While management believes our plans, including the Merger, help mitigate the substantial doubt that we are a going concern, there is no guarantee that our plans will be successful or if they are, will fully alleviate the conditions that raise substantial doubt that we are a going concern.

~~PART IV~~Capital Resources

~~Item 15~~The Company plans to raise up to $4,000,000 within sixteen (16) months after the of the merger through a preferred equity financing (“Preferred Financing”). In the Preferred ~~Exhibits~~Financing, ~~Financial~~the ~~Statement~~Company ~~Schedules~~anticipates issuing a total of 67,796 shares of newly authorized and issued preferred stock which are convertible to 67,796,610 shares of its common stock; provided, however, the parties agreed that the 67,796 shares of preferred stock shall not be converted to common shares until the Company increased the number of authorized shares.

~~(a) List of Documents Filed as a Part of This Report:~~F-7

~~(1) Index to~~Discontinued ~~the Consolidated Financial Statements:~~Operations

		Page
Audited Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021		F-6
Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2022 and 2021		F-7
Notes to Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021		F-8

A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity's operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. Pro-Tech’s cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented.

~~(2) Index~~Amounts presented in discontinued operations have tobeen ~~Consolidated~~derived ~~Financial~~from ~~Statement~~our ~~Schedules:~~consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of Pro-Tech. The discontinued operations exclude general corporate allocations.

~~All schedules~~Use ~~have~~of ~~been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.~~ Estimates

~~(3) Index~~The preparation of our consolidated financial statements in conformity with GAAP requires management to ~~Exhibits:~~make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation and amortization expense, various common stock, warrants and option transactions, evaluation of intangible assets, and loss contingencies.

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 22, 2017)
3.2		Certificate of Amendment to Articles of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 4, 2018)
3.3		Certificate of Designation of Series D Preferred Stock of Victory Energy Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on August 24, 2017)
3.4		Amended and Restated Bylaws of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 20, 2017)
4.1		Form of Common Stock Certificate of Victory Energy Corporation (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed on April 8, 2016)
4.2		Common Stock Warrant issued by Victory Energy Corporation to Visionary Private Equity Group I, LP on February 3, 2017 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on February 7, 2017)
4.3		Common Stock Warrant issued by Victory Oilfield Tech, Inc. to Visionary Private Equity Group I, LP on April 13, 2018 (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q filed on November 14, 2018)

Summary of Significant Accounting Policies

40Cash and Cash Equivalents

4.4		Common Stock Purchase Warrant issued by Victory Oilfield Tech, Inc. to Kodak Brothers All America Fund, LP on July 31, 2018 (incorporated by reference to Exhibit 4,1 to the Current Report on Form 8-K filed on August 2, 2018)
4.5		Common Stock Purchase Warrant issued by Victory Oilfield Tech, Inc. to Kevin DeLeon on October 25, 2019 (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed on February 9, 2021).
10.1 †		Victory Energy Corporation 2014 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 28, 2014).
10.2 †		Victory Energy Corporation 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1 filed on February 5, 2018).
10.3		Loan Agreement, dated April 10, 2018, by and between Visionary Private Equity Group I, LP and Victory Oilfield Tech, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 12, 2018).
10.4		Amendment No. 1 to Loan Agreement, dated October 30, 2020 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 6, 2020).
10.5		Amendment No. 2 to Loan Agreement, dated February 8, 2021 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on February 9, 2021).
10.6		Amendment No. 3 to Loan Agreement, dated September 3, 2021 (incorporated by reference to Exhibit 10.7] to the Annual Report on Form 10-K filed September 3, 2021).
10.8		Promissory Note issued by the Company to Arvest Bank dated April 13, 2020 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on August 10, 2021).
10.9		Loan Authorization and Agreement by and between the Company and the U.S. Small Business Administration dated April 13, 2020 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on August 10, 2021).
10.10		Amended and Restated Promissory Note by and between Visionary Private Equity Group I, LP and Victory Oilfield Tech, Inc., dated September 3, 2021 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed September 3, 2021).
10.11		Promissory Note issued by the Company to Arvest Bank dated January 28, 2021 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed August 10, 2021).
10.12		Promissory Note and Security Agreement dated July 11, 2022 by and between Pro-Tech Hardbanding Services, Inc. and Arvest Bank (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed November 14, 2022).

The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company had no cash equivalents at December 31, 2023 and 2022, respectively.

41Fair Value

14.1		Code of Ethics and Business Conduct adopted on September 14, 2017 (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed on September 20, 2017)
31.1*		Certifications of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Audit Committee Charter adopted on September 14, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on September 20, 2017)
99.2		Compensation Committee Charter adopted on September 14, 2017 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on September 20, 2017)
101.INS++		Inline XBRL Instance Document
101.SCH++		Inline XBRL Taxonomy Extension Schema Document
101.CAL++		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF++		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB++		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE++		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104++		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures, established a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defined three levels of inputs to the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by FASB ASC Topic 820 hierarchy are as follows:

*Level ~~Filed~~1 ~~herewith.~~- quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

†Leve1 ~~Executive~~2 ~~Compensation~~- ~~Plan~~inputs other than quoted prices included within Level 1 that are observable for the asset or ~~Agreement~~liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and

~~++XBRL~~Leve1 ~~(Extensible~~3 ~~Business~~- ~~Reporting~~unobservable ~~Language)~~inputs ~~information~~for isthe ~~furnished~~asset ~~and not filed~~ or aliability. These ~~part~~unobservable ofinputs areflect ~~report~~the ~~for~~entity’s ~~purposes~~own ofassumptions ~~sections~~about 11the orassumptions 12that ofmarket ~~the~~participants ~~Securities~~would ~~Act~~use ofin ~~1933,~~pricing the isasset ~~deemed~~or ~~not~~liability ~~filed~~and ~~for~~are ~~purposes~~developed ofbased ~~section~~on ~~18 of~~ the ~~Securities~~best ~~Exchange~~information ~~Act~~available ofin ~~1934,~~the ~~and~~circumstances ~~otherwise~~(which ismight ~~not~~include ~~subject~~the toreporting entity’s ~~liability~~own ~~under these sections~~data).

~~Item~~Receivables are carried at amounts that approximate 16fair value. ~~Form~~Receivables ~~10-K~~are ~~Summary~~recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience current conditions and reasonable forecasts of future economic conditions. Accounts receivable are written down or off when a portion or all of such account receivable is determined to be uncollectible.

~~None~~At December 31, 2023 and 2022, the carrying value of the Company’s financial instruments such as accounts receivable and payables approximated their fair values based on the short-term nature of these instruments. The carrying value of short-term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates.

42F-8

~~PART IV~~Revenue Recognition

~~INDEX~~The Company recognizes revenue as it satisfies contractual TOperformance ~~CONSOLIDATED~~obligations ~~FINANCIAL~~by ~~STATEMENTS~~transferring promised goods or services to the customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services A good or service is transferred to a customer when, or as, the customer obtains control of that good or service.

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 410)		F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021		F-6
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2022 and 2021		F-7
Notes to Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021		F-8

The Company historically has had one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of the Company’s contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service period. The Company has reviewed its contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several days of service at the customer’s location, it is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the proper period. The Company has reviewed all such transactions and recorded revenue accordingly.

F-For the twelve months ended December 31, 2023 and 2022, the Company recognized revenue of $1,643,721 and $1,624,635, respectively, from contracts with oilfield operators. See Note 14 “Segment and Geographic Information and Revenue Disaggregation” for further information.

~~REPORT~~Because the Company’s contracts have an expected OFduration ~~INDEPENDENT~~of ~~REGISTERED~~one ~~PUBLIC~~year ~~ACCOUNTING~~or ~~FIRM~~less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations.

ToConcentration ~~the~~of ~~Board~~Credit ofRisk, ~~Directors~~Accounts Receivable and ~~Shareholders~~Allowance offor Doubtful Accounts

~~Victory~~Financial ~~Oilfield~~instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, ~~Inc~~the Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. An allowance of $0 has been recorded at each of December 31, 2023 and 2022, respectively. The Company suffered no losses from uncollected accounts receivable in 2023 or 2022. Additional allowances may be required in the future.

~~Opinion~~As onof December 31, 2023 and 2022, two and three customers comprised 70% and 78.2% of the ~~Consolidated~~Company’s ~~Financial~~gross ~~Statements~~accounts receivables, respectively. For the years ended December 31, 2023 and 2022, four and three customers comprised 70% and 52.7%, respectively, of the Company’s total revenues.

We have audited the accompanying consolidated balance sheets of Victory Oilfield Tech, Inc. and Subsidiary (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Inventory

~~Going~~The ~~Concern~~Company’s inventory balances are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists of products purchased by Pro-Tech for use in the process of providing hardbanding services. No impairment losses on inventory were recorded for the twelve months ended December 31, 2023 and 2022.

~~The~~Inventories ~~accompanying~~are ~~consolidated~~valued ~~financial~~at ~~statements have~~the ~~been~~lower ~~prepared~~of ~~assuming~~cost ~~that~~or ~~the~~net realizable ~~entity~~value ~~will~~with ~~continue~~cost asbeing adetermined ~~going~~on ~~concern.~~the Asweighted ~~discussed~~average incost ~~Note~~method. 1Elements toof ~~the~~cost ~~consolidated~~in ~~financial~~inventories ~~statements, the~~include ~~entity~~raw ~~has~~materials and ~~suffered~~direct ~~recurring~~labor. ~~losses~~Supplies ~~from~~are ~~operations~~valued ~~and~~at ~~has~~the alower ~~net~~of ~~capital~~cost ~~deficiency~~or ~~that~~net ~~raise~~realizable ~~substantial~~value: ~~doubt~~cost ~~about~~is ~~its~~generally ~~ability to~~determined ~~continue~~by asthe afirst-in, ~~going~~first-out cost ~~concern~~method. ~~Management's~~Inventories ~~plans~~deemed ~~in regard~~ to ~~these~~have ~~matters~~costs ~~are~~greater ~~also~~than ~~described~~their inrespective ~~Note~~market 1.values ~~The~~are ~~consolidated~~reduced ~~financial statements~~to donet ~~not~~realizable ~~include~~value ~~any~~with ~~adjustments~~a ~~that~~loss recorded ~~might~~in ~~result~~income ~~from~~in the ~~outcome~~period ~~of this uncertainty~~recognized.

~~Basis~~Property, ~~for~~Plant ~~Opinion~~and Equipment

~~These~~Property, ~~consolidated~~Plant ~~financial~~and ~~statements~~Equipment ~~are~~is ~~the~~stated ~~responsibility of~~at ~~the entity’s management~~cost. ~~Our~~Maintenance and ~~responsibility~~repairs isare charged to ~~express~~expense anas ~~opinion~~incurred onand ~~these~~the ~~consolidated~~costs ~~financial~~of ~~statements~~additions ~~based~~and onbetterments ~~our audits.~~that Weincrease ~~are~~the auseful ~~public~~lives ~~accounting~~of ~~firm registered with~~ the ~~Public~~assets are ~~Company~~capitalized. ~~Accounting~~When ~~Oversight~~property, ~~Board (United~~plant ~~States) (PCAOB)~~ and ~~are~~equipment ~~required~~is todisposed beof, ~~independent~~the ~~with~~cost ~~respect~~and torelated ~~the~~accumulated ~~Company~~depreciation inare ~~accordance~~removed ~~with~~from the consolidated ~~U.S.~~balance ~~federal~~sheets ~~securities laws~~ and ~~the~~any ~~applicable~~gain ~~rules~~or ~~and~~loss ~~regulations~~is ofincluded ~~the Securities~~in ~~and~~Other ~~Exchange~~income/(expense) ~~Commission~~in ~~and~~ the ~~PCAOB~~consolidated statements of operations.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.F-9

~~Our~~Depreciation ~~audits~~is ~~included~~computed ~~performing~~using ~~procedures to assess~~ the ~~risks~~straight-line ~~of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures~~method ~~that~~over ~~respond to those risks. Such procedures included examining, on a test basis, evidence regarding~~ the ~~amounts~~estimated ~~and~~useful ~~disclosures~~lives inof the ~~consolidated~~ ~~financial~~related ~~statements. Our audits also included evaluating the accounting principles used and significant estimates made by management~~assets, as ~~well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.~~follows:

F-2

Schedule of estimated useful lives of the related assets
Asset category		Useful Life
Welding equipment, Trucks, Machinery and equipment		5 years
Office equipment		5 - 7 years
Computer hardware and software		7 years

~~Critical~~See ~~Audit~~Note ~~Matters~~4, Property, Plant and Equipment, for further information.

~~The~~Goodwill critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and ~~that:~~Other ~~(1)~~Intangible relates to accounts or disclosures that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.Assets

~~Revenue~~Finite-lived ~~Recognition~~intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

~~Description~~Business ~~of the Critical Audit Matter~~Combinations

~~The~~Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s ~~has~~consolidated ~~recognized~~financial ~~revenue~~statements. ~~from~~The ~~oilfield~~excess of the fair value of consideration ~~services~~transferred ~~during~~over the ~~year~~fair ~~ended~~value ~~December~~of ~~31,~~the ~~2022~~net ~~totaling~~assets ~~$1,624,635~~acquired is recorded as goodwill.

~~The~~Share-Based Company generates revenue from contracts with customers in the oilfield service industry, which is notorious for its handshake and undocumented agreements and arrangements. Revenue recognition from these agreements and arrangements, including the appropriate recognition, measurement, and disclosure, was significant to our audit because the amounts resulting from these transactions are material to the Company’s consolidated financial statements. Auditing these transactions is critical because of the nature and extent of auditor effort required to address the matter, and the risk that these transactions are inappropriately considered for recognition, measurement, or disclosure.Compensation

~~How~~The WeCompany ~~Addressed~~from time to time may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. In all cases, the ~~Critical~~Company ~~Audit~~calculates ~~Matter~~share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in ~~Our~~the ~~Audit~~case of third party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in general and administrative expenses in the consolidated statements of operations. See Note 9, Stock Options, for further information.

WeIncome obtained an understanding and evaluated the design of controls over the Company’s recognition, measurement, and disclosure of revenue from contracts with customers. Our procedures also included, among others, vouching revenues recognized to evidence of the completion of the contract, and inquiring of management and staff about unusual revenue terms. Taxes

~~WEAVER~~The ~~AND~~Company ~~TIDWELL~~accounts for income taxes in accordance with ASC 740, LIncome Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes.L Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations.P Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

WeEarnings ~~have~~per ~~served as Victory Oilfield Tech, Inc.'s auditor since 2013.~~Share

~~PCAOB~~Basic IDearnings ~~410~~per share are computed using the weighted average number of common shares outstanding at December 31, 2023 and 2022, respectively. The weighted average number of common shares outstanding was 28,129,338 and 28,037,713 at December 31, 2023 and 2022, respectively. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the exercise prices of these instruments outstanding, all potentially dilutive common stock equivalents are considered anti-dilutive.

~~Austin, Texas~~F-10

~~April~~The ~~11,~~following ~~2023~~table outlines outstanding common stock shares and common stock equivalents:

F-3

Schedule of outstanding common stock shares and common stock equivalents
	Years Ended December 31,
	2023		2022
Common Stock Shares Outstanding		28,591,593		28,037,713
Common Stock Equivalents Outstanding
Warrants		291		2,257,294
Stock Options		211,186		211,186
Total Common Stock Equivalents Outstanding		211,477		2,468,480

~~VICTORY~~In May 2021, the FASB issued ASU 2021-04, Earnings ~~OILFIELD~~Per ~~TECH~~Share (Topic 260), ~~INC~~Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

~~CONSOLIDATED BALANCE~~Note ~~SHEETS~~2 – Recent Accounting Pronouncements

	December 31,			December 31,
	2022			2021
ASSETS
Current Assets
Cash and cash equivalents	$	73,636		$	52,908
Accounts receivable, net		163,196			153,383
Inventory		32,269			24,915
Prepaid and other current assets		20,517			31,271
Total current assets		289,618			262,477
Property, plant and equipment		835,731			764,739
Accumulated depreciation		(673,388	)		(521,534	)
Property, plant and equipment, net		162,343			243,205
Goodwill		145,149			145,149
Other intangible assets, net		96,323			113,575
Total Assets	$	693,433		$	764,406
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts payable	$	149,505		$	100,754
Accrued and other short-term liabilities		62,827			66,826
Short term advance from shareholder		180,150			180,150
Short term notes payable, net		10,000			8,772
Current portion of long-term notes payable		15,589			-
Short term notes payable - affiliate, net		3,717,476			3,550,276
Total current liabilities		4,135,547			3,906,778
Long term notes payable, net		261,592			239,850
Total long-term liabilities		261,592			239,850
Total Liabilities		4,397,139			4,146,628
Stockholders’ Equity
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 8,333 shares issued and outstanding at each of December 31, 2022 and 2021		8			8
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,037,713 shares issued and outstanding at each of December 31, 2022 and 2021		28,038			28,038
Receivable for stock subscription		(245,000	)		(245,000	)
Additional paid-in capital		95,750,830			95,750,830
Accumulated deficit		(99,237,582	)		(98,916,098	)
Total stockholders’ equity		(3,703,706	)		(3,382,222	)
Total Liabilities and Stockholders’ Equity	$	693,433		$	764,406

Recently Adopted Accounting Standards

~~The~~From time to time, new accounting pronouncements are ~~accompanying~~issued ~~notes~~by the FASB that are anadopted ~~integral~~by ~~part~~the Company as of ~~these~~the ~~consolidated~~specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

FIn June 2016, the FASB issued ASU No. 2016-413, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, and has since issued various amendments including ASU No. 2018-19, ASU No. 2019-04, and ASU No. 2019-05. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The Company adopted ASU-2016-13 effective January 1, 2023. The adoption of ASU 2016-13 had no material impact on our consolidated financial statements.

~~VICTORY~~In September 2022, the Financial Accounting Standards ~~OILFIELD~~Board ~~TECH~~("FASB") issued Accounting Standards Update ("ASU") 2022-04, ~~INC~~"Liabilities – Supplier Finance Programs." The ASU codifies disclosure requirements for supplier financing programs. The new standard is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company adopted ASU 2016-13 effective January 1, 2023. The adoption of ASU 2016-13 had no material impact on its consolidated financial statements.

~~CONSOLIDATED STATEMENTS~~Recently OFIssued ~~OPERATIONS~~Accounting Standards

	For the Years Ended December 31,
	2022			2021
Total revenue	$	1,624,635		$	815,267
Total cost of revenue		903,598			491,682
Gross profit		721,037			323,585
Operating expenses
Selling, general and administrative		994,459			1,031,762
Depreciation and amortization		21,710			20,505
Total operating expenses		1,016,169			1,052,267
Loss from operations		(295,132	)		(728,682	)
Other income (expense)
Other income		1,585			526,730
Interest expense		(27,937	)		(58,907	)
Total other income (expense)		(26,352	)		467,823
Loss from operations before tax benefit		(321,484	)		(260,859	)
Tax expense		-			-
Loss applicable to common stockholders	$	(321,484	)	$	(260,859	)
Loss per share applicable to common stockholders
Loss per share, basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average shares, basic and diluted		28,037,713			28,037,713

Management believes that other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission do not have a material impact on the Company’s present or near future financial statements

~~The accompanying~~Note ~~notes~~3 ~~are~~– anNotes ~~integral part of these consolidated financial statements.~~Receivable

F-Effective August 31, 2023, H2EG and Victory executed a Forgivable Promissory Note in the principal amount of up to Five Million Dollars ($5,000,000), due on January 5, 2024, as amended, which bears interest at the rate of five percent (5%) per annum on any amount outstanding from time to time outstanding until such principal amount is paid in full, provided however that any interest due thereunder shall be calculated and shall only be due and payable upon the final payment of the principal amount outstanding under the note (the “H2EG Note”). Between August and December of 2023, Victory advanced a total of $983,000 to H2EG pursuant to the H2EG Note for working capital. The H2EG Note is recorded as a current asset on the accompanying consolidated balance sheet as of December 31, 2023 in the amount of $983,000, net of an allowance for credit losses of $0.

~~VICTORY OILFIELD TECH, INC.~~F-11

~~CONSOLIDATED STATEMENTS~~Note OF4 ~~CASH~~– ~~FLOWS~~Discontinued operations

	For the Years Ended December 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(321,484	)	$	(260,859	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of original issue discount		15,200			13,000
Amortization of intangible assets		17,252			17,252
Depreciation		151,854			145,920
Paycheck Protection Program loan forgiveness		-			(171,173	)
Changes in operating assets and liabilities:
Accounts receivable		(9,813	)		(3,411	)
Other receivables		-			48,560
Inventory		(7,354	)		(7,908	)
Prepaid and other current assets		10,754			(3,387	)
Accounts payable		48,751			(436,201	)
Accrued and other short-term liabilities		(3,999	)		181
Net cash used in operating activities		(98,839	)		(658,026	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in fixed assets		(70,992	)		(32,998	)
Net cash used in investing activities		(70,992	)		(32,998	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - affiliate		152,000			455,600
Payments on long term notes payable		(2,879	)		-
Proceeds from credit line		10,000			-
Repayment of short term advance from shareholder		-			(5,000	)
Proceeds from long term notes payable		31,438			100,995
Net cash provided by financing activities		190,559			551,595
Net change in cash and cash equivalents		20,728			(139,429	)
Beginning cash and cash equivalents		52,908			192,337
Ending cash and cash equivalents	$	73,636		$	52,908

On January 1, 2024, we entered into an agreement with Flagstaff International, LLC under which Flagstaff will commit to invest $4,000,000 in Victory in exchange for Victory Preferred Stock and the transfer to Pro-Tech Holdings of all equity interests held by Victory in Pro-Tech Hardbanding Services, Inc.

	For the Years Ended December 31,
	2022		2021
Supplemental cash flow information:
Cash paid for:
Interest	$	27,937	$	58,907

On January 1, 2024, Victory completed the sale of Pro-Tech to Flagstaff International, LLC, a Delaware limited liability company.

~~The accompanying~~Accordingly, ~~notes~~we ~~are~~have ancategorized ~~integral~~Pro-Tech ~~part~~as ofdiscontinued operations ~~these~~in ~~consolidated~~our financial statements for the years ended December 31, 2023 and 2022.

~~F-6~~The operating results for discontinued operations have been presented in the accompanying consolidated statement of operations for the years ended December 31, 2023 and 2022 as discontinued operations and are summarized below:

VICTORY OILFIELD TECH, INC.

Schedule of discontinued operations
	Years Ended December 31,
	2023			2022
Total revenue	$	1,643,721		$	1,624,635
Total cost of revenue		693,615			903,598
Gross profit		950,106			721,037
Operating expenses		744,715			578,396
Income from operations		205,391			142,641
Other income (expenses)		(158,477	)		(128,693	)
Income before tax expense		46,914			13,948
Tax expense		2,065			—
Gain from operations of discontinued operations	$	44,849		$	13,948

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY~~F-12

	Common Stock $0.001 Par Value				Preferred D $0.001 Par Value				Receivable for Stock			Additional Paid In		Accumulated			Total
	Number		Amount		Number		Amount		Subscription			Capital		Deficit			Equity
January 1, 2021 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,750,830	$	(98,655,239	)	$	(3,121,363	)
Loss attributable to common stockholders		-		-		-		-		-			-		(260,859	)		(260,859	)
December 31, 2021 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,750,830	$	(98,916,098	)	$	(3,382,222	)

The assets and liabilities of the discontinued operations at December 31, 2023 and 2022 are summarized below:

	Common Stock $0.001 Par Value				Preferred D $0.001 Par Value				Receivable for Stock			Additional Paid In		Accumulated			Total
Schedule of assets and liabilities of the discontinued operations
	Number		Amount		Number		Amount		Subscription			Capital		Deficit			Equity
	Years Ended December 31,
January 1, 2022 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,750,830	$	(98,916,098	)	$	(3,382,222	)
	2023		2022
Loss attributable to common stockholders		-		-		-		-		-			-		(321,484	)		(321,484	)
Cash and cash equivalents	$	11,328	$	63,481
December 31, 2022 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,750,830	$	(99,237,582	)	$	(3,703,706	)
Accounts receivables, net		251,233		163,196
Inventories, net		17,256		32,269
Prepaid and other current assets		9,588		9,080
Assets of discontinued operations, current		289,405		268,026
Property, plant and equipment, net(1)		64,608		162,343
Goodwill(2)		145,149		145,149
Other intangible assets, net(2)		79,071		96,323
Assets of discontinued operations, non-current		288,828		403,815
Total assets	$	578,233	$	671,841
Accounts payable	$	35,992	$	85,711
Accrued and other short term liabilities		6,080		12,268
Short term notes payable, net		30,000		10,000
Current portion of long term notes payable		18,127		15,589
Liabilities of discontinued operations, current		90,199		123,568
Long term notes payable, net		159,140		261,592
Liabilities of discontinued operations, non-current		159,140		261,592
Total liabilities	$	249,339	$	385,160

~~The accompanying~~(1) ~~notes~~Property, ~~are~~plant anand ~~integral~~equipment, ~~part of these consolidated financial statements.~~net

~~F-7~~Property, plant and equipment, at cost, for the discontinued operations consisted of the following at December 31:

Victory Oilfield Tech, Inc.


	December 31,
	2023			2022
Trucks	$	464,047		$	464,047
Welding equipment		285,991			285,991
Office equipment		23,408			23,408
Machinery and equipment		18,663			18,663
Total property, plant and equipment, at cost		792,109			792,109
Less -- accumulated depreciation		(727,501	)		(629,766	)
Property, plant and equipment, net	$	64,608		$	162,343

~~Notes~~Depreciation toexpense for the ~~Consolidated~~discontinued ~~Financial~~operations for ~~Statements~~the twelve months ended December 31, 2023 and 2022 was $97,735 and $151,854, respectively.

~~Note 1 – Organization and Summary of Significant Accounting Policies:~~F-13

Filing Compare · VICTORY CLEAN ENERGY, INC.