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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the period ended ~~June~~March 3031, ~~2024~~2025

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

For the transition period from ___________to ____________

Commission File Number 001-41452

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(Exact name of business as specified in its charter)

Delaware		46-2612944
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4016 Raintree Rd, Ste 300, Chesapeake, VA		23321
(Address of principal executive offices)		(Zip code)

(800) ~~490~~966-~~5020~~1432

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		GWAV		The Nasdaq Stock Market, LLC

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 the 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 pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 an emerging growth company. See 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August~~November 1319, ~~2024~~2025, there were 20829,~~215,963~~ 631 shares of the registrant’s common stock issued and outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1.	~~ITEM~~Financial 1.Statements	~~Financial Statements~~
		Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024		1
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)		2
		Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024 (unaudited)		3
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)		5
	Notes to Condensed Consolidated Financial Statements (unaudited)	~~Notes to Condensed Consolidated Financial Statements (unaudited)~~	6
ITEM 2.	~~ITEM~~Management’s 2.Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	2933
ITEM 3.	~~ITEM~~Quantitative 3.and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~	3537
ITEM 4.	~~ITEM~~Controls 4.and Procedures	~~Controls and Procedures~~	3637
PART II. OTHER INFORMATION
ITEM 1.	~~ITEM~~Legal 1.Proceedings	~~Legal Proceedings~~	3738
ITEM 1A.	~~ITEM~~Risk ~~1A.~~Factors	~~Risk Factors~~	3738
ITEM 2.	~~ITEM~~Unregistered 2.Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	3738
ITEM 3.	~~ITEM~~Defaults 3.Upon Senior Securities	~~Defaults Upon Senior Securities~~	38
ITEM 4.	~~ITEM~~Mine 4.Safety Disclosures	~~Mine Safety Disclosures~~	3938
ITEM 5.	~~ITEM~~Other 5.Information	~~Other Information~~	3938
ITEM 6.	~~ITEM 6.~~Exhibits	~~Exhibits~~	39
SIGNATURES	~~SIGNATURES~~		4042

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are based on our management’s beliefs and assumptions and on information currently available to management, and which statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future operations are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K, and our other filings with SEC. These risks and uncertainties include, among other things:

	●	Changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions which may adversely affect our operating results, financial condition and cash flows.
	●	Changes in the availability or price of inputs such as raw materials and end-of-life vehicles which could reduce our sales.
	●	Significant decreases in scrap metal prices which may adversely impact our operating results.
	●	Imbalances in supply and demand conditions in the global steel industry which may reduce demand for our products.
	●	Impairment of long-lived assets and equity investments which may adversely affect our operating results.
	●	Governmental agencies’ refusal to grant or renew our licenses and permits, thus restricting our ability to operate.

Compliance with existing and future climate change and greenhouse gas emission laws and regulations which may adversely impact our operating results.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Any forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable law.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
	(Unaudited)
ASSETS
Current assets:
Cash	$	245,~~303~~501,~~114~~755		$	12,~~546~~576,~~159~~464
Inventories		1,123,402			200,428
Inventories, net		4,555,050			2,889,682
Accounts receivable		810,123			646,413
Accounts receivable, net of allowance for doubtful accounts		2,277,869			1,254,390
Prepaid expenses		~~754~~288,~~174~~445			~~296~~921,~~761~~580
Total current assets	$	2612,~~990~~623,~~813~~119			27,~~689~~642,~~761~~116
Property and equipment, net		1826,~~000~~254,~~114~~138			1625,~~569~~596,~~125~~856
Property and equipment, net - purchased from related-party		9,963,346			6,926,315
Property and equipment, net - Purchased from Related Party		11,448,399			11,834,807
Property and equipment, net		911,~~963~~448,~~346~~399			611,~~926~~834,~~315~~807
Operating lease right of use assets, net - related party		53,223			103,822
Operating lease right of use assets, net		968,066			1,048,070
Operating lease right of use assets, net		1,164,560			198,558
Licenses, net		13,828,100			14,359,950
Licenses, net		15,423,650			16,487,350
Customer list, net		1,455,350			1,511,325
Intellectual property, net		1910,~~366,200~~800			1,~~669~~062,~~800~~600
Customer List, net		1,623,275			1,735,225
Intangible assets, net		910,800			1,062,600
Intangible assets, net		1,623,275			1,735,225
Security deposit		31,893			31,893
Total assets	$	7467,~~617~~519,~~074~~865		$	4663,~~411~~087,~~849~~617
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank overdraft	$	~~354~~459,~~347~~501		$	~~118~~231,~~763~~696
Accounts payable and accrued expenses		5,~~472~~421,~~787~~674			65,~~100~~893,~~449~~351
Accrued payroll and related expenses		43,~~009~~946,~~213~~410			43,~~089~~946,~~836~~410
Non-convertible notes payable, current portion, net of unamortized debt discount of $741,500 and $500,250, respectively		2,674,915			2,623,561
Non-convertible notes payable, current portion, net of unamortized debt discount of $821,167 and $633,396, respectively		2,344,320			2,505,360
Convertible notes payable, current portion, net of unamortized debt discount of $- and $3,934,506, respectively		-			8,065,494
Stock subscription payable		1,334,800			-
Due to related parties		-			2,070,402
Related party note payable		5,391,859			7,691,859
Operating lease obligations, current portion - related party		55,620			111,240
Due to related parties		862,266			495,354
Operating lease obligations, current portion		~~297~~341,~~773~~246			89331,~~731~~545
Total current liabilities		1220,~~864~~102,~~655~~076			2321,~~269~~095,~~476~~575
Operating lease obligations, less current portion		~~883~~702,~~701~~355			94773,~~943~~820
Related party note payable		-			17,218,350
Non-convertible notes payable, net of unamortized debt discount of $1,629,009 and $1,076,554, respectively		5,182,384			4,263,239
Convertible notes payable, net of unamortized debt discount of $- and $1,967,253, respectively		-			4,032,747
Total liabilities		25,986,815			26,132,634
Non-convertible notes payable, net of unamortized debt discount of $1,329,692 and $1,965,113, respectively		4,796,781			6,250,481
Commitments and contingencies (See Note 11)
Total liabilities		18,545,137			50,865,997
Stockholders’ equity:
Commitments and contingencies (See Note 13)		-			-
Preferred stock - 10,000,000 shares authorized:
Stockholders’ equity (deficit):
Preferred stock - Series A-1, $0.001 par value, $100,000 stated value, 450,000 shares authorized; 450,000 and 450,000 shares issued and outstanding, respectively		450			450
Preferred stock - 10,000,000 shares authorized
Preferred stock, value		450			450
Common stock, $0.001 par value, 1,200,000,000 and 500,000,000 shares authorized; 12,750,628 and 113,096 shares issued and outstanding, respectively		12,751			113
Common stock, $0.001 par value, 1,200,000,000 shares authorized; 519,723 and 237,191 shares issued and outstanding, respectively		520			237
Additional paid in capital		~~529~~545,~~193~~510,~~370~~129			~~391~~533,~~411~~266,~~896~~642
Accumulated deficit		(~~473~~503,~~134~~978,~~184~~049	)		(~~395~~496,~~866~~312,~~157~~346	)
Total stockholders’ equity (deficit)		56,071,937			(4,454,148	)
Total stockholders’ equity		41,533,050			36,954,983
Total liabilities and stockholders’ equity (deficit)	$	74,617,074		$	46,411,849
Total liabilities and stockholders’ equity	$	67,519,865		$	63,087,617

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

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2024			2023			2024			2023
	2025			2024
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Revenues	$	7,~~881~~333,~~895~~710		$	98,~~416~~504,~~274~~777		$	~~16,386,672~~		$	~~18,459,696~~
Cost of Revenues		53,~~598~~847,~~040~~047			65,~~117~~240,~~420~~516			~~10,838,556~~			~~10,434,231~~
Gross Profit		23,~~283~~486,~~855~~663			3,~~298~~264,~~854~~261			~~5,548,116~~			~~8,025,465~~
Operating Expenses:
Advertising		-53,399			102,~~329~~374			~~2,374~~			~~15,851~~
Payroll and related expense		1,~~705~~974,~~823~~485			1,~~497~~738,~~279~~028			~~3,443,851~~			~~3,448,538~~
Rent, utilities and property maintenance ($584,505 and $675,051; $777,225 and $1,350,103 to related party, respectively)		844,260			1,033,518			1,288,132			2,057,227
Rent, utilities and property maintenance ($75,622 and $192,720, respectively, to related-party)		216,689			443,872
Hauling and equipment maintenance		1,~~774,~~273,857			~~569~~601,~~416~~562			~~2,375,835~~			~~1,820,133~~
Depreciation and amortization expense		12,~~652~~119,~~232~~243			1,~~350~~638,~~728~~815			~~3,291,047~~			~~2,619,581~~
Consulting, accounting and legal		1,621,874			202,174			2,234,145			475,247
Stock based compensation for services		100,000			288,900
Stock based compensation for services		2,716,008			-			3,004,909			-
Consulting, accounting and legal		423,563			612,271
Stock compensation		20,833						41,666
Loss on asset		(39,535	)		-
Other general and administrative expenses		909,724			725,687			1,639,054			1,614,341
Stock compensation		-			20,833
Total Operating Expenses		11,245,027			5,389,131			17,321,013			12,050,918
Other general and administrative expenses		1,246,469			729,330
Loss From Operations		(8,961,172	)		(2,090,277	)		(11,772,897	)		(4,025,453	)
Total Operating Expenses		7,368,170			6,075,985
Other Income (Expense):
Loss From Operations		(3,881,507	)		(2,811,724	)
Interest expense and amortization of debt discount		(2,497,911	)		(891,849	)		(4,692,140	)		(3,057,353	)
Other Income (Expense):
Gain on tax credit		-			717,064			-			717,064
Interest expense and amortization of debt discount		(810,853	)		(2,194,229	)
Other gain (loss)		-			-			1,351			-
Other income		26,621			1,351
Equity issued for warrant inducement		-			-(3,029,927	)		~~(3,029,927~~	)		-
Loss on extinguishment of debt		(16,351,827	)		-			(16,351,827	)		-
Gain on conversion of convertible notes		-			24,198
Shares issued for financing		-			-			(52,182	)			-
Shares Issued for Financing		-			(52,183	)
Change in fair value of derivative liabilities		48,314,949			-			48,314,949			-
Total Other Expense		(784,232	)		(5,250,790	)
Gain (loss) on conversion of convertible notes		(14,237,678	)		-			(14,213,480	)		-
Net Loss Before Income Taxes		(4,665,739	)		(8,062,514	)
Gain on settlement of non-convertible notes payable and advances		1,056,962			-			1,056,962			75,005
Provision for Income Taxes (Benefit)		-			-
Total Other Income (Expense)		16,284,495			(174,785	)		11,033,706			(2,265,284	)
Net Loss		(4,665,739	)		(8,062,514	)
Net Income (Loss) Before Income Taxes		7,323,323			(2,265,062	)		(739,191	)		(6,290,737	)
Deemed dividend for the reduction of exercise price of warrants		(2,999,964	)		(1,444,324	)
Provision for Income Taxes (Benefit)		-			-			-			-
Deemed dividend for the reduction of the conversion price of a debt note		-			(23,953,940	)
Net Income (Loss)		7,323,323			(2,265,062	)		(739,191	)		(6,290,737	)
Net Loss Available to Common Stockholders	$	(7,665,703	)	$	(33,460,778	)
Deemed dividend for the reduction of exercise price of warrants		(51,130,572	)		-			(52,574,896	)		-
Net Loss Per Common Share:
Deemed dividend for the reduction of the conversion price of a debt note		-			-			(23,953,940	)		-
Basic	$	(17.85	)	$	(26,472.13	)
Net Loss Available to Common Stockholders	$	(43,807,249	)	$	(2,265,062	)	$	(77,268,027	)	$	(6,290,737	)
Diluted	$	(17.85	)	$	(26,472.13	)
Net Loss Per Common Share:
Weighted Average Common Shares Outstanding:
Basic	$	~~(8.383~~429,551	)	$	~~(30.20~~1,264	)	$	~~(28.97~~	)	$	~~(84.03~~	)
Diluted	$	~~(8.43~~429,551	)	$	~~(30.20~~1,264	)	$	~~(28.97~~	)	$	~~(84.03~~	)
Weighted Average Common Shares Outstanding:
Basic		(5,229,539	)		75,005			2,667,275			74,867
Diluted		5,195,391			75,005			2,667,275			74,867

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

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY ~~(DEFICIT)~~

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~JUNE~~MARCH 3031, ~~2024~~2025

(Unaudited)

	Shares			Amount			Shares		Amount		Shares		Amount			~~Receivable~~In Capital			~~In Capital~~Deficit			~~Deficit~~Total			~~Total~~
	Preferred Stock Series D to be										Common Stock								Additional
	Preferred Stock						Preferred Stock
	Issued						Common Stock				to be Issued					Subscription			Paid			Accumulated
	Series D to be Issued						Series A-1				Common Stock					Additional Paid			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount			~~Receivable~~In Capital			~~In Capital~~Deficit			~~Deficit~~Total			~~Total~~
Balance at December 31, 2023		-		$	-			113,096	$	113		-	$	-		$	-		$	391,411,896		$	(395,866,157	)	$	(4,454,148	)
Balance at December 31, 2024		-		$	-			450,000	$	450		237,191	$	237	-	$	533,266,642		$	(496,312,346	)	$	36,954,983
Exchange of non-convertible note into shares of Series D Preferred		1,000		$	1			-		-		-		-			-		$	9,999,999			-		$	10,000,000
Common stock and warrants issued for cash, net of fees		-			-			-		-		224,039		224	-		9,143,582			-		$	9,143,806
Sale of Common stock and warrants issued for cash, net of fees		-			-			8,149,250	$	8,149		-		-			-		$	40,360,966			-		$	40,369,115
Common stock issued for cashless exchange of warrants		-			-			-		-		55,066		55			(55	)		-		$	-
Common stock issued for the conversion of convertible debt notes		-			-			2,890,818	$	2,891		-		-			-		$	37,950,413			-		$	37,953,304
Deemed dividend for the reduction of the exercise price of warrants		-			-			-		-		-		-			2,999,964			(2,999,964	)	$	-
Common stock issued for the exercise of warrants for cash, net of fees		-			-			108,515	$	109		-		-			-		$	2,834,632			-		$	2,834,741
Common stock issued for services rendered		-			-			-		-		3,427		4			99,996			-		$	100,000
Equity issued for services		-			-			-		-		-		-			-		$	3,004,909			-		$	3,004,909
Net loss		-			-			-		-		-		-			-			(4,665,739	)	$	(4,665,739	)
Equity issued for warrant inducement		-			-			-		-		-		-			-		$	3,029,927			-		$	3,029,927
Balance at March 31, 2025		-		$	-			450,000	$	450		519,723	$	520	-	$	545,510,129		$	(503,978,049	)	$	41,533,050
Modification of conversion feature on convertible debt		-			-			-		-		-					-		$	12,388,229			-		$	12,388,229
Deemed dividend for the reduction of the conversion price of a debt note		-			-			-		-		-		-			-		$	23,953,940		$	(23,953,940	)		-
Deemed dividend for the reduction of the exercise price of warrants		-			-			-		-		-		-			-		$	52,574,896		$	(52,574,896	)		-
Exchange of Series D Preferred into Common		(1,000	)	$	(1	)		1,333,333	$	1,333		-		-			-		$	(1,332	)		-		$	-
Establishment of derivative liabilities due to authorized share shortfall		-			-			-		-		-		-			-		$	(64,951,789	)		-		$	(64,951,789	)
Settlement of derivative liabilities upon stock split		-			-			-		-		-		-			-		$	16,636,840			-		$	16,636,840
Rounding for share adjusted in reverse split		-			-			155,616	$	156		-		-			-		$	(156	)		-			-
Net loss		-			-			-		-		-		-			-		$	-		$	(739,191	)	$	(739,191	)
Balance at June 30, 2024		-		$	-			12,750,628	$	12,751		-	$	-		$	-		$	529,193,370		$	(473,134,184	)	$	56,071,937

	Preferred Stock Series D to be										Common Stock									Additional
	Issued						Common Stock				to be Issued						Subscription			Paid			Accumulated
	Shares			Amount			Shares		Amount		Shares			Amount			Receivable			In Capital			Deficit			Total
Balance at March 31, 2024		1,000		$	1			292,432	$	292		1,609		$	2		$	(67,923	)	$	435,006,088		$	(429,326,935	)	$	5,611,525
Exchange of Series D Preferred into Common		(1,000	)	$	(1	)		1,333,333	$	1,333		-			-			-		$	(1332	)		-		$	0	)
Common stock issued for the conversion of convertible debt notes		-			-			2,818,387	$	2,818		-			-			-		$	35,907,943			-		$	35,910,761
Sale of Commons Shares and Warrants for Cash		-			-			8,150,859	$	8,151		(1,609	)		(2	)		67,923		$	40,360,966			-		$	40,437,039
Equity issued for services		-			-			-		-		-			-			-		$	2,716,009			-		$	2,716,009
Modification of conversion feature on debt		-			-			-		-		-			-			-		$	12,388,229			-		$	12,388,229
Deemed dividend for the reduction of the exercise price of warrants		-			-			-		-		-			-			-		$	51,130,572		$	(51,130,572	)		-
Establishment of derivative liabilities due to authorized share shortfall		-			-			-		-		-			-			-		$	(64,951,789	)		-		$	(64,951,789	)
Settlement of derivative liabilities upon stock split		-			-			-		-		-			-			-		$	16,636,840			-		$	16,636,840
Rounding for share adjusted in reverse split		-			-			155,616	$	156		-			-			-		$	(156	)		-			-
Net income		-			-			-		-		-			-			-			-		$	7,323,323		$	7,323,323
Balance at June 30, 2024		-		$	-			12,750,628	$	12,751		-		$	-		$	-		$	529,193,370		$	(473,134,184	)	$	56,071,937

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

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~JUNE~~MARCH 3031, ~~2023~~2024

(Unaudited)

	Shares			Amount		Shares		Amount		~~In Capital~~Shares			~~Deficit~~Amount			~~Total~~Receivable			In Capital		Deficit			Total
	Preferred Stock									~~Additional~~
	Series Z					Common Stock				Paid			Accumulated
	Series D to be Issued					Common Stock				Common Stock to be Issued						Subscription			Additional Paid		Accumulated
	Shares			Amount		Shares		Amount		~~In Capital~~Shares			~~Deficit~~Amount			~~Total~~Receivable			In Capital		Deficit			Total
Balance at December 31, 2022		322		$	-		73,082	$	73	$	377,606,507		$	(362,269,015	)	$	15,337,565
Balance at December 31, 2023		-		$	-		1,028	$	1		-		$	-		$	-		$	391,412,008	$	(395,866,157	)	$	(4,454,148	)
Issuance of common stock upon conversion of Series Z Preferred		(72	)		-		1,923	$	2	$	(1	)		-		$	1
Balance		-		$	-		1,028	$	1		-		$	-		$	-		$	391,412,008	$	(395,866,157	)	$	(4,454,148	)
Net loss		-			-		-		-		-		$	(6,290,737	)	$	(6,290,737	)
Exchange of non-convertible note into shares of Series D Preferred		1,000		$	1		-		-		-			-			-		$	9,999,999		-		$	10,000,000
Balance at June 30, 2023		250		$	-		75,005	$	75	$	377,606,506		$	(368,559,752	)	$	9,046,829
Common stock issued for the conversion of convertible debt notes		-			-		658	$	1		-		$	-		$	-		$	2,042,541		-		$	2,042,542
Common stock issued for the exercise of warrants for cash		-			-		972	$	1		15		$	1		$	(67,923	)	$	2,834,739		-		$	2,766,818
Stock based compensation		-			-		-		-		-			-			-		$	288,900		-		$	288,900
Equity issued for warrant inducement		-			-		-		-		-			-			-		$	3,029,927		-		$	3,029,927
Deemed dividend for the reduction of the conversion price of a debt note		-			-		-		-		-			-			-		$	23,953,940	$	(23,953,940	)		-
Deemed dividend for the reduction of the exercise price of warrants		-			-		-		-		-			-			-		$	1,444,324	$	(1,444,324	)		-
Net loss		-			-		-		-		-			-			-			-	$	(8,062,514	)	$	(8,062,514	)
Balance at March 31, 2024		1,000		$	1		2,658	$	3		15		$	1		$	(67,923	)	$	435,006,378	$	(429,326,935	)	$	5,611,525
Balance		1,000		$	1		2,658	$	3		15		$	1		$	(67,923	)	$	435,006,378	$	(429,326,935	)	$	5,611,525

	Preferred Stock								Additional
	Series Z				Common Stock				Paid		Accumulated
	Shares		Amount		Shares		Amount		In Capital		Deficit			Total
Balance at March 31, 2023		250	$	-		75,005	$	75	$	377,606,506	$	(366,294,690	)	$	11,311,891
Balance		250	$	-		75,005	$	75	$	377,606,506	$	(366,294,690	)	$	11,311,891
Net loss		-		-		-		-		-	$	(2,265,062	)	$	(2,265,062	)
Net income (loss)		-		-		-		-		-	$	(2,265,062	)	$	(2,265,062	)
Balance at June 30, 2023		250	$	-		75,005	$	75	$	377,606,506	$	(368,559,752	)	$	9,046,829
Balance		250	$	-		75,005	$	75	$	377,606,506	$	(368,559,752	)	$	9,046,829

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

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

(Unaudited)

	2024			2023
	2025			2024
	For the Six Months Ended June 30,
	For the Three Months Ended March 31,
	2024			2023
	2025			2024
Cash flows from operating activities:
Net loss	$	(~~739~~4,~~191~~665,739	)	$	(68,~~290~~062,~~737~~514	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of intangible assets		32,~~291~~119,~~047~~243			21,~~619~~638,~~581~~815
Amortization of right of use assets, net - related-party		~~49,960~~-			124,~~140,331~~980
Amortization of right of use assets, net		~~104~~80,~~935~~004			~~184~~48,~~757~~935
Interest and amortization of debt discount		4810,~~692,140~~853			32,~~057~~194,~~053~~229
Loss on conversion of debt		14,213,480			-
Gain on conversion of debt		-			(24,198	)
Gain on settlement of non-convertible notes payable and advances		(1,056,962	)		(75,005	)
Gain on disposal of assets		(39,535	)		-
Stock based compensation		41,666			-
Stock based compensation for services		100,000			288,900
Equity issued for warrant inducement		3,029,927			-
Stock based compensation		-			20,833
Loss on extinguishment		16,351,827			-
Equity issued for warrant inducement		-			3,029,927
Change in fair value of derivative liability		(48,314,949	)		-
Shares issued for Financing		-			52,183
Warrants issued for financing		3,004,909			-
Changes in operating assets and liabilities:
Due to related party		(5256,~~652,583~~840	)		1(903,~~608,189~~462	)
Inventories		(~~922~~1,~~974~~665,367	)		70(199,~~037~~791	)
Accounts receivable		(~~301~~1,~~210~~023,478	)		(11296,~~301~~832	)
Prepaid expenses		~~(499~~633,~~079~~136	)		~~(596~~113,~~646~~261	)
Security deposit		-			(25,000	)
Accounts payable and accrued expenses		(886,108	)		(1,649,694	)
Accounts payable and accrued expenses		(1,143,496	)		503,252
Accrued payroll and related expenses		180,501			328,781
Accrued payroll and related expenses		(105,131	)		179,206
Principal payments made on operating lease liability - related-party		-			(39,791	)
Principal payments made on operating lease liability - related-party		-			(1,269,496	)
Principal payments made on operating lease liability		(61,764	)		(25,385	)
Principal payments made on operating lease liability		(129,118	)		(40,425	)
Net cash used in operating activities		(4,161,414	)		(3,460,823	)
Net cash (used in) provided by operating activities		(14,084,802	)		1,053,796
Cash flows from investing activities:
Purchases of property and equipment		(2210,~~560,135~~500	)		~~(826,422~~-	)
Net cash used in investing activities		(2,560,135	)		(826,422	)
Disposal of asset		152,000
Net cash used in investing activities		(58,500	)		-
Cash flows from financing activities:
Bank overdrafts		235,584			180,337
Proceeds from warrant exercises		-			2,574,679
Proceeds from issuance of common stock with warrants		40,369,116			-
Proceeds from sales of common stock and warrants		9,143,806			-
Proceeds from warrant exercises		2,834,632			-
Cash received but shares in abeyance		1,334,800			-
Repayment of convertible notes		(1,497,083	)		-
Repayment of convertible notes payable		-			(1,497,083	)
Proceeds from issuance of non-convertible notes payable		-			1,000,000
Bank overdrafts		227,806			179,501
Repayment of a non-convertible notes payable		(1,~~845~~261,~~919~~207	)		(1456,~~301,846~~776	)
Proceeds from factoring		2,843,950			3,746,109
Repayment of non-convertible notes payable - related party		(2,300,000	)		-
Repayments of factoring		(3,538,388	)		(4,298,827	)
Proceeds from factoring		-			2,843,950
Net cash provided by (used in) financing activities		39,401,892			(674,227	)
Repayments of factoring		-			(1,016,389	)
Net increase (decrease) in cash		22,756,955			(446,853	)
Net cash provided by financing activities		7,145,205			2,627,882
Cash, beginning of year		1,546,159			821,804
Net increase (decrease) in cash		2,925,291			(832,941	)
Cash, end of period	$	24,303,114		$	374,951
Cash, beginning of year		2,576,464			1,546,159
Cash, end of period	$	5,501,755		$	713,218
Supplemental disclosures of cash flow information:
Cash paid during period for interest	$	~~327~~26,~~339~~500		$	49309,~~296~~170
Cash paid during period for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Deemed dividend for conversion price reduction of note	$	232,~~953~~999,~~940~~964		$	-23,953,940
Factoring proceeds utilized for payoff of factoring liabilities	$	-		$	5,004,393
Non-convertible notes settled with disposal of property and equipment	$	2,344,000		$	-
Equipment purchased by issuance of non-convertible notes payable	$	-3,896,457		$	~~3,059,634~~-
Deemed dividend for exercise price reduction of warrants	$	~~52,574,896~~-		$	-1,444,324
Exchange of notes to Series D Preferred	$	10,000,000		$	-
Common shares issued for cashless exchange of warrants	$	55		$	-
Increase in right of use assets and operating lease liabilities	$	1,070,298		$	199,466
Exchange of notes to Series D Preferred	$	-		$	10,000,000
Common shares issued upon conversion of Series Z Preferred	$	-		$	289
Increase in right of use assets and operating lease liabilities	$	-		$	1,070,298
Common shares issued for exchange of Series D	$	1,333,333		$	-
Common shares issued upon conversion of convertible notes and accrued interest	$	-		$	18,789
Rounding for reverse split	$	156		$	-
Legal fees paid out of warrant exercise	$	-		$	139,955
Legal fees paid out of warrant exercise	$	139,955		$	-
Common shares issued upon conversion of convertible notes and accrued interest	$	2,890,818		$	-
Assets purchased from DWM Properties	$	3,582,181
Asset purchases adjusted from accounts receivable	$	137,500
Advance for asset by issuance of notes	$	-		$	162,000

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

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

Notes to ~~Condensed~~ Consolidated Financial Statements

~~June~~March 3031, ~~2024~~2025 (Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

~~Overview~~Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) was incorporated in the State of Delaware on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and has discontinued all operations related to this business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia.

~~Greenwave~~In ~~Technology~~December ~~Solutions~~2022, ~~Inc. (“Greenwave”, the “Company”, “~~we”, ~~“us”~~began oroffering ~~“ours”) was~~hauling ~~incorporated~~services in the State of Delaware on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and has discontinued all operations related to ~~this~~corporate ~~business~~clients. OnWe ~~September~~haul 30sand, ~~2021~~dirt, ~~we closed our acquisition of Empire Services~~asphalt, ~~Inc. (“Empire”)~~metal, ~~which~~and ~~operates~~other 13materials ~~metal recycling facilities~~ in ~~Virginia and~~a ~~North~~fleet ~~Carolina.~~of ~~The~~approximately ~~acquisition~~75 ~~was~~trucks ~~effective~~which ~~October~~we 1own, ~~2021~~manage, ~~upon~~and ~~the effectiveness of the Certificate of Merger in Virginia~~maintain.

InThe ~~December~~accompanying ~~2022,~~condensed weconsolidated ~~began~~financial ~~offering~~statements ~~hauling~~have ~~services~~been toprepared ~~corporate~~in ~~clients.~~accordance Wewith ~~haul~~accounting ~~sand,~~principles ~~dirt,~~generally ~~asphalt,~~accepted in ~~metal,~~the United States of America (“U.S. GAAP”) for financial information and ~~other~~pursuant ~~materials~~to inthe arules and regulations of the ~~fleet~~Securities and Exchange Commission (the “SEC”). Our consolidated financial statements include the accounts of ~~approximately~~Empire 50Services, Inc., ~~trucks~~Liverman ~~which~~Metal weRecycling, ~~own~~Inc., ~~manage~~Empire Staffing, LLC, Scrap App, Inc., and ~~maintain~~Greenwave Elite Sports Facility, Inc., our wholly owned subsidiaries.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Our condensed consolidated financial statements include the accounts of Empire Services, Inc., Liverman Metal Recycling, Inc., Empire Staffing, LLC, Scrap App, Inc., and Greenwave Elite Sports Facility, Inc., our wholly owned subsidiaries. All intercompany transactions were eliminated during consolidation.

On May 29, 2024, the “Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued common stock, par value $0.001 per share (“Common Stock”), in the ratio of 1-for-150 (the “Reverse Stock Split”), which was effective at 11:59 p.m. eastern on May 31, 2024. All common share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split.

Basis of Presentation

The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations for the three ~~and six~~ months ended ~~June 30~~March 31, ~~2024~~2025 and ~~2023~~2024, its cash flows for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, and its financial position as of ~~June~~March 3031, ~~2024~~ 2025 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024 as filed with the SEC on April 1615, ~~2024~~2025 (the “Annual Report”). The December 31, ~~2023~~ 2024 balance sheet is derived from those statements.

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of ~~June~~March 3031, ~~2024~~2025, the Company had cash of $245,~~303~~501,~~114~~755 and a working capital deficit (current ~~assets~~liabilities in excess of current ~~liabilities~~assets) of $14(7,~~126~~478,~~157~~957). The accumulated deficit as of ~~June~~March 3031, ~~2024~~2025 was $(~~473~~503,~~134~~978,~~184~~049). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the unaudited condensed consolidated financial statements.

If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not ~~favourable~~favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock.

Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, payroll tax liabilities with interest and penalties, deemed dividends, ~~allowance~~ ~~for doubtful accounts,~~ assumptions used in right-of-use and lease liability calculations, ~~impairments~~valuations ofand ~~intangible assets~~impairments ~~acquired~~of ingoodwill ~~business combination,~~ estimated useful life of long-lived assets and finite life tangible assets, ~~derivative liability, extinguishment & modification of debt~~ and the valuation allowance related to deferred tax assets. Actual results may differ ~~from~~ from these estimates.

Fair Value of Financial Instruments

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the ~~condensed~~ consolidated financial ~~statements~~ statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.

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

Cash

For purposes of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had no cash equivalents. The ~~Company~~ Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the uninsured balances amounted to $245,~~874~~248,~~999~~ 598 and $12,~~267~~363,~~659~~785, respectively.

Accounts Receivable

Accounts receivable represent amounts primarily due from customers on product and other sales. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company delivers shipments of scrap metal to customers and typically receives payment within 45 days of delivery.

The Company evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of customer receivable balances, the financial condition of the Company’s customers, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. As of June 30, 2024 and December 31, 2023, the accounts receivable balances amounted to $810,123 and $646,413, respectively.

Property and Equipment, net

We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Our property and equipment is pledged as collateral for certain ~~factoring~~non-convertible ~~advances and promissory~~ notes, see Note 8 – ~~Factoring~~ Advances and Non-Convertible Notes Payable.

Cost of Revenue

The Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers, direct costs of providing hauling costs to customers, and cost of other revenue, including sand.

Related Party Transactions

Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 1718 – Related Party Transactions.

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the ~~condensed~~ consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s ~~incremental~~ incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.

In calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. See Note 12 – Leases.

Commitments and Contingencies

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. See Note 1311 – Commitments and Contingencies.

Revenue Recognition

The Company’s ~~recognizes~~revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue ~~when~~streams. ~~services~~The sales prices are ~~realized~~generally orfixed ~~realizable~~at the point of sale and ~~earned,~~all ~~less~~consideration ~~estimated~~from ~~future~~contracts ~~doubtful~~is ~~accounts~~included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

The Company’s revenues are accounted for under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following:

(i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation.

~~The Company~~(ii) ~~primarily~~Identify ~~generates~~the ~~revenue~~performance byobligation ~~purchasing~~in ~~scrap metal from businesses and retail suppliers, processing it, and selling~~ the ~~ferrous and non-ferrous metals to clients.~~contract;

~~The Company~~(iii) ~~realizes~~Determine ~~revenue upon~~ the ~~fulfilment~~transaction ~~of its performance obligations to customers.~~price;

(iv)

Allocate the transaction price to the performance obligations in the contract; and

(v)

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

The Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous and non-ferrous metals to customers. The Company also provides hauling services to certain corporate clients. The Company realizes revenue upon the fulfilment of its performance obligations to customers.

Accounts Receivable

Accounts receivable represent amounts primarily due from customers on products and services rendered. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company extends credit to customers under contracts containing customary and explicit payment terms, and payment is generally required within 1 to 30 days of shipment or the services being rendered.

The Company evaluates the collectability of its accounts receivable based on a combination of factors, including whether sales, the aging of customer receivable balances, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. As of March 31, 2025 and December 31, 2024, the accounts receivable balances amounted to $2,277,869 and $1,254,390, respectively.

Inventories

Although we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate the value of the inventories weon ~~do carry~~hand, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the ~~value~~cost of the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable value as their cost basis is not readily available. The value of our inventories was $14,~~123~~555,~~402~~ 050 and $ ~~200~~2,~~428~~889,682, respectively, as of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. See Note 5 – Inventories.

Advertising

The Company charges the costs of advertising to expense as incurred. Advertising costs were $~~0 and $10~~53,~~329 for the three months ended June~~399 ~~30, 2024~~ and ~~2023, respectively. Advertising costs were~~ $2,374 ~~and $15,851~~ for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively.

Stock-Based Compensation

Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise ~~behaviours~~behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.

Income Taxes

The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.

If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

~~Convertible Instruments~~9

~~U.S.~~Deemed GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities from Equity.”Dividends

Deemed Dividend

The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature.

Issuance of Debt Instruments With Detachable Stock Purchase Warrants

Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method.

Environmental Remediation Liability

The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance.

The Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. AsAt ofMarch ~~June 30~~31, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had accruals reported on the balance sheet as current liabilities of $0 and $0, ~~respectively, as the Company had paid all civil penalties and completed all remediation activities required under the Virginia~~ ~~DEQ Consent Order dated June 30, 2021~~respectively.

Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore would not be included in our current liabilities.

Management believes these contingent environmental-related liabilities have been resolved.

Long-Lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five 5 to ten years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. The estimated useful lives of the Intellectual Property, Customer List, and Licenses assumed in the Empire acquisition is 5 years, 10 years, and 10 years, respectively. See Note 7 – Amortization of of Intangible Assets.

Factoring Agreements

We have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these factoring arrangements could have a material adverse effect on our financial condition. As of June 30, 2024 and December 31, 2023, the Company owed $0 and $0, net of unamortized debt discounts of $0 and $0, respectively for factoring advances. See Note 8 – Factoring Advances and Non-Convertible Notes Payable.

Segment Reporting

~~Operating~~The ~~segments~~Company ~~are~~determines ~~defined~~its asoperating ~~components~~segments ofin anaccordance ~~enterprise~~with ~~for~~ASC ~~which~~280, ~~separate~~as ~~financial~~updated ~~information~~by isASU ~~available~~2023-07, ~~and~~Segment ~~evaluated~~Reporting ~~regularly~~(Topic by280): Improvements ~~the~~to ~~Chief~~Reportable ~~Financial~~Segment ~~Officer,~~Disclosures. orOperating ~~decision-making~~segments ~~group,~~are indefined ~~deciding~~as ~~the~~components ~~method~~of tothe ~~allocate~~business ~~resources~~for ~~and~~which ~~assess~~discrete ~~performance.~~financial ~~The Company~~information ~~currently~~is ~~has~~available ~~one~~and ~~reportable~~that ~~segment~~are ~~for~~regularly ~~financial~~reviewed ~~reporting~~by ~~purposes,~~the ~~which~~Chief ~~represents~~Executive Officer, the Company’s ~~core~~chief ~~business~~operating decision maker (“CODM”), in assessing performance and allocating resources.

In accordance with ASU 2023-07, the Company has evaluated the nature of information regularly provided to the CODM, including measures of profit or loss and resource allocation. The CODM reviews financial information on a consolidated basis, and the Company operates as a single reportable segment that reflects its core business operations. The Company adopted ASU 2023-07 for the year ended December 31, 2024. Additional information is provided in Note 19 – Segment Reporting.

Net Earnings (Loss) Per Common Share

The Company computes earnings (loss) per ~~common~~ share under ASC ~~Subtopic~~subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the ~~period~~year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable.

The computation of basic and diluted income (loss) per share, for the three and six months ended June 30, 2024 and 2023 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.10

11The computation of basic and diluted income (loss) per share, for the three months ended March 31, 2025 and 2024 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

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

	June 30, 2024		June 30, 2023
	March 31,		March 31,
Common shares issuable upon conversion of convertible notes		-		-
	2025		2024
Options to purchase common shares		754		754
Common shares issuable upon conversion of convertible notes		-		5,580
Warrants to purchase common shares		27,216,777		65,046
Options to purchase common shares		206		6
Common shares issuable upon conversion of preferred stock		-		6,757
Warrants to purchase common shares		103,319		1,983
Total potentially dilutive shares		27,217,531		72,557
Common shares issuable upon conversion of preferred stock		233,875		712
Total potentially dilutive shares		337,400		8,281

On May 31, 2024, the Company completed 1-for-150 reverse stock split. Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average shares included within its consolidated statements of operations for the three months ended March 31, 2025 and 2024. The basic and diluted weighted-average common shares are retroactively converted to shares of the Company’s common stock to conform to the recasted consolidated statements of stockholders’ equity.

On August 20, 2025, the Company completed a 1-for-110 reverse split. Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average shares included within its consolidated statements of operations for the three months ended March 31, 2025 and 2024 and year ended December 31, 2024. The basic and diluted weighted-average common shares are retroactively converted to shares of the Company’s common stock to conform to the recasted consolidated statements of stockholders’ equity.

Recent Accounting Pronouncements

~~There~~Income are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.Taxes

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its disclosures.

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly (i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis. Companies are also required to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating resources. The Company adopted ASU 2023-07 for the year ended December 31, 2024.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures.

There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 4 – CONCENTRATIONS OF RISK

Cost of Revenues

During the three months ended March 31, 2024, no supplier accounted for more than 5% of the Company’s cost of revenues.

During the three months ended March 31, 2025, one supplier accounted for $442,674, or approximately 12% of the Company’s cost of revenues.

Accounts Receivable

The Company has a concentration of credit risk with its accounts receivable balance. At ~~June~~December 3031, 2024, ~~four~~six certain large customers individually accounted for $~~213~~156,~~179~~535, $~~161~~145,~~569~~703, $~~120~~140,~~900~~978, ~~and~~ $48130,~~224~~518, ~~or 26.31%, 19.94%, 14.92% and 5.95%, respectively. At December 31, 2023, six~~ ~~certain large customers individually accounted for~~ $~~154~~109,~~090~~900, $9583,~~510~~387, ~~$95,219, $62,057, $59,932,~~ and $5467,~~007~~214, or 2312.8448%, 14 11.7862%, 14 11.7424%,10.40%, 98.6076%, 9 6.2765%, and 85.3536%, respectively.

At March 31, 2025, six large customers individually accounted for $397,783, $351,738, $291,163, $251,068, $206,584 and $123,823, or approximately 17.46%, 15.44%, 12.78%, 11.02%, 9.07% and 5.44% respectively.

Customer Concentrations

The Company has a concentration of customers. For the three months ended March 31, 2024, two customers individually accounted for $5,688,064 and $478,248, or approximately 67% and 6% of our revenues, respectively.

For the three months ended ~~June~~March 3031, ~~2024~~2025, ~~three~~two customers individually accounted for $43,~~281,770, $~~569,~~466~~ 600 and $~~443~~590,~~232~~418, or approximately 54 49%~~, 7%~~ and 6% ~~of our revenues, respectively. For the three months ended June 30, 2023, three customers individually accounted for $5,999,544, $538,219 and $486,488, or approximately 64~~8%~~, 6%~~ ~~and 5%~~ of our revenues, respectively.

For the six months ended June 30, 2024, two customers individually accounted for $9,969,834 and $1,047,714, or approximately 61% and 6% of our revenues, respectively. For the six months ended June 30, 2023, two customers individually accounted for $11,199,670 and $1,023,112, or approximately 61% and 6% of our revenues, respectively.

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

NOTE 5 – INVENTORIES

Inventories ~~as of June 30, 2024 and December 31, 2023~~ consisted of the following as of:

SCHEDULE OF INVENTORIES

	June 30, 2024		December 31, 2023
	March 31,		December 31,
Processed and unprocessed scrap metal	$	1,123,402	$	200,428
	2025		2024
Processed and unprocessed scrap metal	$	4,555,050	$	2,889,682
Finished products		-		-
Inventories	$	14,~~123~~555,~~402~~050	$	~~200~~2,~~428~~889,682

NOTE 6 – PROPERTY AND EQUIPMENT

On ~~June~~December 52, 2024, the Company entered into a ~~Bill~~Contract of Sale (the “Contract of Sale”) with DWM Properties LLC (“DWM”), KPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the “Sellers”), in each case, an entity ~~wholly-owned~~affiliated bywith Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase ~~certain~~the ~~vehicles~~Premises ~~held~~(as bydefined ~~DWM~~ in ~~exchange for $3,582,181. The~~the ~~equipment~~Contract ~~included~~of 27Sale) ~~trucks~~held ~~which~~by ~~enabled~~ the ~~Company~~Sellers tofor ~~rapidly~~an ~~expand~~aggregate ~~its~~purchase ~~fleet~~price of ~~trucks~~$15,000,000, to ~~offering~~be ~~hauling~~allocated ~~services~~among tothe ~~clients,~~seven ~~as well~~parcels ascomprising ~~transporting~~the ~~its~~Premises ~~scrap~~and ~~metal~~the ~~products~~Licenses toand ~~customers.~~Permits ~~The~~(as ~~Company~~defined ~~has~~in ~~recorded~~ the ~~equipment~~Contract onof ~~its~~Sale), ~~financial~~as more ~~statements~~fully atdescribed in the ~~lesser~~ Contract of ~~its~~Sale. ~~cost~~The ~~basis~~transaction ~~and~~closed ~~depreciated~~on ~~value~~December 2, 2024.

~~Property and equipment as of June 30, 2024 and December 31, 2023 is summarized as follows:~~12

The purchase price is paid by (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value $0.001 per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $3,300,084 and (ii) the issuance of a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $11,699,916. The DWM Note bears interest at a rate of 10% per annum, and is payable in equal installments of $2,983,309 on each of December 31, 2024, January 31, 2025, February 28, 2025 and March 31, 2025 (each, a “Payment Date”); provided, that if payment on a Payment Date would cause the Company’s cash balance to be less than $3,000,000, then such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company shall make all payments owed under the DWM Note within 12 months from the date of issuance. In addition, if the Company exercises a 30 day extension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request to confirm the Company’s cash balance.

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

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2024			December 31, 2023
	March 31,			December 31,
Machinery and Equipment	$	18,150,961		$	18,028,893
	2025			2024
Furniture and Fixtures		6,128			6,128
Machinery & Equipment	$	18,467,954		$	18,467,955
Land		980,129			980,129
Furniture & Fixtures		6,128			6,128
Vehicles		21,135,617			20,679,716
Leaseholder Improvement		2,036,384			1,886,384
Land		3,641,579			3,641,579
Buildings		724,170			724,170
Vehicles		12,593,667			7,149,919
Subtotal		46,011,832			45,405,932
Leaseholder Improvements		1,862,593			1,862,593
Property and equipment, gross		46,011,832			45,405,932
Subtotal		34,317,648			28,751,832
Less accumulated depreciation		(8,309,295	)		(7,974,269	)
Less accumulated depreciation		(6,354,188	)		(5,256,392	)
Property and equipment, net	$	37,702,537		$	37,431,663
Property and equipment, net	$	27,963,460		$	23,495,440

Depreciation expense for the three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023 was $912,607 and $611,103, respectively. Depreciation expense for the six months ended June 30,~~ 2024 ~~and 2023~~ was $1,~~811~~379,~~797~~ 618 and $1899,~~140~~190,~~331,~~ respectively. ~~During the six months ended June 30, 2024, the Company wrote off its fully depreciated equipment in the amount of $714,000.~~

During the three months ended March 31, 2025, the Company settled $2,344,000 in non-convertible notes payable via the disposal of property and equipment and purchased $3,896,457 in new property and equipment via the issuance of non-convertible notes payable. The Company also recognized a gain on disposal of assets of $39,535 and received cash of $152,000 on the sale of property and equipment.

NOTE 7 – AMORTIZATION OF INTANGIBLE ASSETS

All of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021. Identified intangible assets consisted of the following at the dates indicated below:

SCHEDULE OF INTANGIBLE ASSETS

	June 30, 2024
	March 31, 2025							Remaining
	Gross carrying amount		Accumulated amortization			Carrying value		Estimated remaining useful life
	Gross carrying		Accumulated			Carrying		estimated
Intellectual Property	$	3,036,000	$	(1,669,800	)	$	1,366,200	2.50 years
	amount		amortization			value		useful life
Customer List		2,239,000		(615,725	)		1,623,275	7.50 years
Intellectual Property	$	3,036,000	$	(2,125,200	)	$	910,800		1.75 years
Licenses		21,274,000		(5,850,350	)		15,423,650	7.50 years
Customer List		2,239,000		(783,650	)		1,455,350		6.75 years
Total intangible assets, net	$	26,549,000	$	(8,135,875	)	$	18,413,125
Licenses		21,274,000		(7,445,900	)		13,828,100		6.75 years
Total intangible assets, net	$	26,549,000	$	(10,354,750	)	$	16,194,250

	December 31, 2023							Remaining
	December 31, 2024							Remaining
	Gross carrying amount		Accumulated amortization			Carrying value		estimated useful life
	Gross carrying		Accumulated			Carrying		estimated
Intellectual Property	$	3,036,000	$	(1,366,200	)	$	1,669,800	3 years
	amount		amortization			value		useful life
Customer List		2,239,000		(503,775	)		1,735,225	8 years
Intellectual Property	$	3,036,000	$	(1,973,400	)	$	1,062,600		2 years
Licenses		21,274,000		(4,786,650	)		16,487,350	8 years
Customer List		2,239,000		(727,675	)		1,511,325		7 years
Total intangible assets, net	$	26,549,000	$	(6,656,625	)	$	19,892,375
Licenses		21,274,000		(6,914,050	)		14,359,950		7 years
Total intangible assets, net	$	26,549,000	$	(9,615,125	)	$	16,933,875

Amortization expense for intangible assets was $739,625 and $739,625 for the three months ended June 30, 2024 and 2023, respectively. Amortization expense for intangible assets was $1,479,250 and $1,479,250 for the six months ended June 30, 2024 and 2023, respectively.

~~Total~~There ~~estimated~~were ~~amortization~~no ~~expense for our~~ intangible assets ~~for~~acquired during the ~~years~~three ~~2024~~months ~~through~~ended ~~2028~~March is31, as2025 ~~follows:~~and 2024.

Amortization expense for intangible assets was $739,625 for the three months ended March 31, 2025 and 2024. Total estimated amortization expense for our intangible assets for the years 2025 through 2028 is as follows:

Year ended December 31,
2024 (remaining)	$	1,479,250
2025 (remaining)	$	2,218,875
2025		2,958,500
2026		2,806,700
2027		2,351,300
2028		2,351,300
Thereafter		6,466,075

NOTE 8 – ~~FACTORING~~ ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE

Factoring Advances

On February 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $1,340,000 for a purchase price of $970,000. There was an origination fee of $30,000. There were cash proceeds of $970,000 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly ~~payments~~ payments in the amount $25,800 through January 2025. The advance matured on January 23, 2025. ~~There was amortization of debt discount of $309,344~~ ~~during the three months ended June 30, 2024.~~ There was amortization of debt discount of $370,000 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. The Company made cash repayments of $606,400 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. The Company realized a $733,600 gain on settlement during the ~~three~~year ~~and six months~~ ended ~~June~~December 3031, 2024. As of ~~June~~December 3031, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

On February 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $822,000 for a purchase price of $572,950. There was an origination fee of $27,050. There were cash proceeds of $572,950 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $30,444 through August 2024. The advance matured on August 31, 2024. ~~There was amortization of debt discount of $184,975 during the three~~ ~~months ended June 30, 2024.~~ There was amortization of debt discount of $249,050 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. The Company made cash repayments of $668,556 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. There was a gain on settlement $153,444 during the ~~three and~~year ~~six months~~ ended ~~June~~December 3031, 2024. As of ~~June~~December 3031, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

On February 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $559,600 for a purchase price of $376,000. There was an origination fee of $24,000. There were cash proceeds of $376,000 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $25,436 through July 2024. The advance matured on July 15, 2024. There ~~was amortization of debt discount of $142,055 during the three~~ ~~months ended June 30, 2024. There~~ was amortization of debt discount of $183,600 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. The Company made cash repayments of $544,745 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. There was a gain on settlement $14,855 during the ~~three~~year ~~and six months~~ ended ~~June~~December 3031, 2024. As of ~~June~~December 3031, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

On March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $1,499,000 for a purchase price of $700,000. There was an origination fee of $300,000. There were cash proceeds of $700,000 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $125,000 through June 2024. The advance matured on June 6, 2024. There ~~was amortization of debt discount of $590,565 during the three~~ ~~months ended June 30, 2024. There~~ was amortization of debt discount of $799,000 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. The Company made cash repayments of $1,375,000 during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024. There was a gain on settlement $124,000 during the ~~three and~~year ~~six months~~ ended ~~June~~December 3031, 2024. As of ~~June~~December 3031, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

On March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $374,750 for a purchase price of $225,000. There was an origination fee of $25,000. There were cash proceeds of $225,000 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $23,422 through July 2024. The advance matured on July 7, 2024. There was amortization of debt discount of $149,750 during the year ended December 31, 2024. The Company made cash repayments of $343,688 during the year ended December 31, 2024. There was a gain on settlement $31,062 during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

The remaining advances were for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018. As of March 31, 2025 and December 31, 2024, the Company owed $85,000 and $85,000 for Simple Agreements for Future Tokens, respectively.

On March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $374,750 for a purchase price of $225,000. There was an origination fee of $25,000. There were cash proceeds of $225,000 during the six months ended June 30, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $23,422 through July 2024. The advance matured on July 7, 2024. There was amortization of debt discount of $120,291 during the three months ended June 30, 2024. There was amortization of debt discount of $149,750 during the six months ended June 30, 2024. The Company made cash repayments of $343,688 during the six months ended June 30, 2024. There was a gain on settlement $31,062 during the three and six months ended June 30, 2024. As of June 30, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

The remaining advances are for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018. As of June 30, 2024 and December 31, 2023, the Company owed $85,000 for Simple Agreements for Future Tokens.

Non-Convertible Notes Payable

On April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the Company’s Chief Executive Officer in the principal amount of $74,186. GM Financial financed $65,000 of the purchase price of the vehicle and the Company was required to make a $10,000 down payment. There was a $2,400 rebate applied to the purchase price. The Company is required to make 60 monthly payments of $1,236. During the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company made $148,~~197~~ 518 and $115,~~928~~679 in payments towards the financing agreement, respectively. There was amortization of debt discount of $~~894~~ 4,215 and $~~884~~ 447 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~ 2025 and ~~2023~~2024, respectively. As of ~~June~~March 31, ~~2024~~2025 and December 31, ~~2023~~2024, the financing agreement had a balance of $~~21,209~~762 and $344,~~312~~975, net an unamortized debt discount of $~~5,204~~ 0 and $64,~~298~~306, respectively.

On April 21, 2022, the Company entered into a secured promissory note in the principal amount of $964,470 for the financing and installation of a piece of equipment in the amount $750,000. The Company is required to make monthly payments in the amount $6,665 through October 2022 and monthly payments of $19,260 until October 2026. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on October 21, 2026. During the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company made $~~124~~77,~~767~~ 979 and $~~113~~31,~~895~~192 in payments towards the note, respectively. There was amortization of debt discount of $1925,~~016~~ 876 and $239,~~482~~ 508 during the ~~six~~three months ended ~~June~~ 30March 31, ~~2024~~2025 and ~~2023~~2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note had a balance of $~~350~~258,~~178~~ 373 and $~~455~~310,~~929 net~~476 net an unamortized debt discount of $8823,~~081~~ 932 and $~~107~~49,~~097~~802, respectively.

On September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $600,000, bears an interest rate of 6.5%, and matures on September 1, 2032. The Company is required to make monthly payments of $4,476 until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of $84,~~906~~334 and $84,~~285~~ 564 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The Company made interest payments of $~~17,950~~ 0 and $188,~~571~~865 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note had a principal balance of $~~570~~556,~~320~~ 989 and $~~579~~561,~~227~~ 324 and accrued interest of $211,~~945~~ 827 and $2,~~991~~ 999, respectively.

On September 14, 2022, the Company entered into a secured promissory note in the principal amount of $2,980,692 for a purchase price of $2,505,000. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount $82,797 through September 2025. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on September 14, 2025. There was amortization of debt discount of $5088,~~097~~ 914 and $7925,~~018~~ 048 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. There were payments of $~~536~~343,~~788~~ 259 and $~~579~~135,~~579~~ 197 towards the note during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~ 2025 and ~~2023~~2024, respectively. As of ~~June~~ 30March 31, ~~2024~~2025 and December 31, ~~2023~~2024, the note had a balance of $~~782~~321,~~101~~ 271 and $1575,~~268,792~~ 616 net an unamortized debt discount of $~~121~~(30,~~388 and~~434) and $~~171~~59,~~484~~478, respectively.

On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,539,630 for a purchase price of $1,078,502. The note is secured by certain assets of the Company. A non-cash adjustment of $439,500 was recorded on disposal of assets. The Company is required to make monthly payments in the amount of $10,410 ~~through~~ through March 2023 and then monthly payments in the amount of $20,950 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $5234,~~790~~ 204 and $3616,~~096 during~~939 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. There were payments of $~~135~~62,~~914~~ 307 and $8233,~~236~~ 978 during the ~~six~~three months ended ~~June 30~~March 31, ~~2024~~2025 and ~~2023~~2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023,~~2024 the note had a balance of $~~714~~213,~~302~~ 071 and $~~797~~680,~~427~~ 674 net an unamortized debt discount of $~~299~~213,~~215~~ 695 and $~~352~~247,~~005~~897, respectively.

On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,560,090 for a purchase price of $1,092,910. $586,000 of this balance was settled against the disposal of property and equipment. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,630 ~~through~~ through March 2023 and then monthly payments in the amount of $21,225 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $7831,~~857~~ 932 and $3617,~~570 during~~187 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023.~~2024, respectively. There were payments of $~~137~~55,~~698~~ 876 and $8434,~~970~~ 424 during the ~~six~~three months ended ~~June 30~~March 31, ~~2024~~2025 and ~~2023~~2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023,~~2024 the note had a balance of $~~747~~79,~~108~~ 669 and $~~805~~689,~~949~~ 613 net an unamortized debt discount of $~~278~~217,~~307~~ 811 and $~~357~~249,~~164~~740, respectively.

On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,597,860 for a purchase price of $1,119,334. The note is secured by certain assets of the Company. A non-cash adjustment of $439,500 was recorded on disposal of assets. The Company is required to make monthly payments in the amount of $10,860 through March 2023 and then monthly payments in the amount of $21,740 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $35,~~040~~814 and $3717,~~458~~520 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~ 2024, respectively. There were payments of $~~141~~65,~~239~~510 and $8635,~~920~~460 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~ 2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note had a balance of $~~721~~237,~~296~~145 and $~~827~~706,~~495~~341 net an unamortized debt discount of $~~329~~220,~~029~~022 and $~~364~~255,~~069~~835, respectively.

On December 15, 2022, the Company entered into a secured promissory note in the principal amount of $1,557,435 for a purchase price of $1,093,380. The note is secured by certain assets of the Company. A non-cash adjustment of $439,000 was recorded on disposal of assets. The Company is required to make monthly payments in the amount of $10,585 ~~through~~ through March 2023 and then monthly payments in the amount of $21,190 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 15, 2029. There was amortization of debt discount of $3615,~~604~~ 559 and $1816,~~302 during~~916 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. There were payments of $~~137~~45,~~365~~ 972 and $6334,~~530~~ 341 during the ~~six~~three months ended ~~June 30~~March 31, ~~2024~~2025, and ~~2023~~2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note had a balance of $~~704~~218,~~366~~ 535 and $~~807~~687,~~900,~~ 948 net an unamortized debt discount of $~~319~~234,~~536~~ 543 and $~~353~~250,~~367~~101, respectively.

On January 10, 2023, the Company entered into a secured promissory note in the principal amount of $1,245,018 for a purchase price of $1,021,500. The note is secured by certain assets of the Company. There were cash proceeds of $1,000,000. The Company is required to make monthly payments in the amount of $10,365 through March 2023 and then monthly payments in the amount of $34,008 through March 2026. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 10, 2026. There was amortization of debt discount of $3214,~~522~~ 400 and $3216,~~705~~ 261 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. There were payments of $~~220~~110,~~583~~ 718 and $6555,~~103 during~~146 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note had a balance of $~~460~~285,~~183~~585 and $~~648~~381,~~244,~~ 903 net an unamortized debt discount of $~~110~~64,~~432~~ 020 and $~~142~~78,~~954~~419, respectively.

On January 12, 2023, the Company entered into a secured promissory note in the principal amount of $1,185,810 for a purchase price of $832,605. The note is secured by certain assets of the Company. There were non-cash proceeds of $832,605 used to purchase equipment, as well as a non-cash adjustment of $289,033 on disposal of assets. The Company is required to make monthly payments in the amount of $8,030 through April 2023 and then monthly payments in the amount of $16,135 ~~through~~ through April 2028. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on April 12, 2028. There was amortization of debt discount of $5213,~~821~~ 853 and $3016,~~770~~ 172 during ~~six~~the three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. There were payments of $9137,~~544~~ 622 and $3213,~~120~~ 078 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note had a balance of $~~582~~219,~~153~~ 069 and $~~620~~531,~~876,~~ 871 net an unamortized debt discount of $~~225~~196,~~130~~ 171 and $~~277~~185,~~951~~515, respectively.

On February 23, 2023, the Company entered into a secured promissory note in the principal amount of $822,040 for a purchase price of $628,353. The note is secured by certain assets of the Company. There were non-cash proceeds of $628,253 used to purchase equipment. The Company is required to make monthly payments in the amount of $6,370 through June 2023 and then monthly payments in the amount of $16,595 ~~through~~ through June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 23, 2027. There was amortization of debt discount of $138,~~545~~ 694 and $~~15,069~~ 772 during ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. There were payments of $~~155~~97,~~218~~ 011 and $1213,~~740~~ 078 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note had a balance of $~~360~~441,~~568~~ 431 and $~~514~~346,~~241,~~ 227 net an unamortized debt discount of $9248,~~234~~ 584 and $1054,~~779~~034, respectively.

On February 24, 2023, the Company entered into a secured promissory note in the principal amount of $1,186,580 for a purchase price of $832,605. The note is secured by certain assets of the Company. There were non-cash proceeds of $832,605 used to purchase equipment. The Company is required to make monthly payments in the amount of $9,185 through June 2023 and then monthly payments in the amount of $23,955 ~~through~~ through June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 24, 2027. There were additional fees incurred of $8,733 and $21,380 during the years ended December 31, 2024 and 2023, respectively. There was amortization of debt discount of $71(26,~~713~~ 806) and $2221,~~104~~ 548 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. There were payments of $~~107~~67,~~536~~ 209 and $1826,~~370~~ 884 during the three ~~six~~months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~ 2024, the note had a balance of $~~624~~305,~~938~~ 824 and $~~660~~494,~~761,~~ 748 net an unamortized debt discount of $~~229~~(80,~~247~~ 839) and $~~300~~292,~~960~~226, respectively.

On April 12, 2023, the Company entered into a secured promissory note in the principal amount of $317,415 for a purchase price of $219,676. The note is secured by certain assets of the Company. There were non-cash proceeds of $219,676 used to purchase equipment. The Company is required to make monthly payments in the amount of $2,245 through August 2023 and then monthly payments in the amount of $4,315 through July 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on July 12, 2029. There were payments of $2461,~~260~~249 and $03,466 during the ~~six~~three months ended ~~June~~March 3031, 2025 and 2024, respectively and ~~2023~~$150,466 and $0 of this balance, respectively, was settled against the disposal of property and equipment. There was amortization of debt discount of $366,~~137~~161 and $3,~~432~~137 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note had a balance of $~~172,653~~0 and $~~183~~145,~~663,~~554 net an unamortized debt discount of $~~56,388~~0 and $6966,~~638~~158, respectively.

On July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer in the principal amount of $17,218,350. The note was for the purchase of certain equipment from an entity controlled by the Company’s Chief Executive Officer and is secured by such equipment. There were non-cash proceeds of $17,218,350 used to purchase equipment. The note is junior to the senior secured debt entered into by the Company on the same date. The note matures on July 31, 2043 and accrues interest at 7% per annum. The note requires interest-only payments until the senior secured debt is fully satisfied. The Company made payments of $0 and $~~291~~498,~~440~~ 625 towards the principal and interest, respectively, during the years ~~six months~~ ended ~~June~~December 3031, 2024 and 2023, respectively. On March 29, 2024, the holder of the note exchanged $10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note 14 – Stockholders’ Equity). On April 21, 2024, the holder of the note exchanged $7,218,350 in principal for 412,360 shares of common stock (see Note 14 – Stockholders’ Equity). As of ~~June~~December 3031, 2024 and ~~December 31,~~ 2023, the note had a balance of $0 and $17,218,350, respectively.

On December 2, 2024, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer in the principal amount of $11,699,916. The note was for the purchase of certain land and permits from an entity controlled by the Company’s Chief Executive Officer and is secured by such property. There were non-cash proceeds of $11,699,916 used to purchase the land and equipment. The note matures on March 31, 2025 and accrues interest at 10% per annum. The note requires monthly payments of $2,983,309, however in the event such payment would result in the Company having less than $3 million cash on hand, such payment is delayed without penalty until the following ~~table~~month ~~details~~and the ~~current~~maturity date of the note extended. There was amortization of debt discount of $0 during the three months ended March 31, 2025 and ~~long-term~~2024. The Company made payments of $2,300,000 towards the principal ~~due~~of ~~under~~the ~~non-convertible~~note ~~notes~~during asthe three months ended March 31, 2025. As of ~~June~~March 3031, 2025 and December 31, 2024, the note had a principal balance and accrued interest of $5,391,859 and $7,691,859, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,373,040 for a purchase price of $1,026,844. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $19,070. The note matures on February 3, 2031. There was amortization of debt discount of $18,420 and $0 during the three months ended March 31, 2025 and 2024, respectively. There were payments of $58,210 and $0 during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, the note had a balance of $991,548 and $0 net of an unamortized debt discount of $327,776 and $0, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,000,107 for a purchase price of $769,383. The note is secured by certain assets of the Company. There were non-cash proceeds of $29,853 used to purchase equipment. The Company is required to make monthly payments in the amount of $14,305. The note matures on February 3, 2031. There was amortization of debt discount of $42,915 and $0 during the three months ended March 31, 2025 and 2024, respectively. There were payments of $42,915 and $0 during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, the note had a balance of $740,530 and $0 net of an unamortized debt discount of $216,662 and $0, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,517,127 for a purchase price of $1,167,350. The note is secured by certain assets of the Company. There were non-cash proceeds of $45,273 used to purchase equipment. The Company is required to make monthly payments in the amount of $21,700. The note matures on February 3, 2031. There was amortization of debt discount of $58,880 and $0 during the three months ended March 31, 2025 and 2024, respectively. There were payments of $66,100 and $0 during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, the note had a balance of $1,115,777 and $0 net of an unamortized debt discount of $335,250 and $0, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,213,693 for a purchase price of $898,653. The note is secured by certain assets of the Company. There were non-cash proceeds of $36,227 used to purchase equipment. The Company is required to make monthly payments in the amount of $17,360. The note matures on February 3, 2031. There was amortization of debt discount of $47,556 and $0 during the three months ended March 31, 2025 and 2024, respectively. There were payments of $52,080 and $0 during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, the note had a balance of $894,129 and $0 net of an unamortized debt discount of $267,484 and $0, respectively.

The following table details the current and long-term principal due under non-convertible notes as of March 31, 2025.

	Principal (Current)			Principal (Long Term)
	Principal			Principal
GM Financial (Issued April 11, 2022)	$	18,546		$	7,867
	(Current)			(Long Term)
GM Financial (Issued April 11, 2022)	$	762		$	-
Non-Convertible Note (Issued March 8, 2019)		-			5,000
Deed of Trust Note (Issued September 1, 2022)		53,712			~~516~~503,~~608~~277
Deed of Trust Note (Issued September 1, 2022)		53,712			~~516~~503,~~608~~277
Equipment Finance Note (Issued April 21, 2022)		231,120			~~207~~51,~~139~~185
Equipment Finance Note (Issued September 14, 2022)		~~903~~290,~~489~~836			-
Equipment Finance Note (Issued November 28, 2022)		251,400			~~762~~175,~~118~~366
Equipment Finance Note (Issued November 28, 2022)		254,700			~~770~~42,~~715~~780
Equipment Finance Note (Issued November 28, 2022)		260,880			~~789~~196,~~446~~287
Equipment Finance Note (Issued December 15, 2022)		254,280			~~769~~198,~~623~~798
Equipment Finance Note (Issued January 10, 2023)		~~408~~124,~~096~~380			~~162~~225,~~518~~225
Equipment Finance Note (Issued January 12, 2023)		~~193~~96,~~620~~360			~~613~~318,~~663~~880
Equipment Finance Note (Issued February 24, 2023)		~~287~~224,~~460~~985			~~566,725~~-
Equipment Finance Note (Issued February 23, 2023)		~~193~~199,~~620~~140			~~176~~490,~~182~~875
Equipment Finance Note (Issued April 12, 2023)		~~51,780~~-			~~177,261~~-
Equipment Finance Note (Issued February 3, 2025)		228,840			1,085,990
Equipment Finance Note (Issued February 3, 2025)		171,660			785,532
Equipment Finance Note (Issued February 3, 2025)		260,400			1,190,627
Equipment Finance Note (Issued February 3, 2025)		208,320			953,293
SAFTs		-			85,000
Debt Discount		(741,500	)		(1,329,692	)
DWM Property Note		5,391,859			-
Total Principal of Non-Convertible Notes	$	2,674,915		$	4,796,781
Debt Discount		(821,175	)		(1,629,009	)
Total Principal of Non-Convertible Notes	$	7,736,179		$	5,182,384

Total principal payments due on non-convertible notes for ~~2024~~2025 through 2028 and thereafter is as follows:

Year ended December 31,
2024 (remaining)	$	3,416,415
2025	$	7,885,730
2025		3,168,024
2026		2,374,710
2026		1,529,118
2027		1,405,239
2027		899,417
2028		1,222,944
2028		529,914
Thereafter		2,480,115

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company owed accounts payable and accrued expenses of $5,~~472~~421,~~787~~ 674 and $65,~~100~~893,~~449~~351, respectively. These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.

	June 30, 2024		December 31, 2023
	March 31,		December 31,
Accounts Payable	$	2,300,657	$	1,884,973
	2025		2024
Credit Cards		22,788		1,756
Accounts Payable	$	1,738,857	$	2,364,398
Accrued Interest		2,256,815		2,074,016
Credit Cards		24,705		25,118
Accrued Expenses		892,527		2,139,704
Accrued Interest		2,576,966		2,439,466
Total Accounts Payable and Accrued Expenses	$	5,472,787	$	6,100,449
Accrued Expenses		1,081,146		1,064,369
Total Accounts Payable and Accrued Expenses	$	5,421,674	$	5,893,351

NOTE 10 – ACCRUED PAYROLL AND RELATED EXPENSES

The Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018, 2019, 2020, and 2021. As of ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company owed payroll tax liabilities, including penalties, of $43,~~009~~946,~~213~~410 and $43,~~089~~946,~~836,~~410 respectively, to federal and state taxing authorities. The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities.

NOTE 11 – ~~CONVERTIBLE~~COMMITMENTS ~~NOTES~~AND ~~PAYABLE~~CONTINGENCES

OnFrom ~~July~~time 3,to ~~2023~~time, ~~the~~we ~~Company~~may ~~closed~~become ainvolved ~~bridge~~in ~~financing~~various lawsuits and legal proceedings, which arise in the ~~principal~~ordinary ~~amount~~course of $1business. Litigation is subject to inherent uncertainties,~~031,250~~ ~~for~~and aan ~~purchase~~adverse ~~price~~result ofin ~~$825,000~~these ~~with~~or ~~certain accredited~~other ~~investors.~~matters ~~The~~may ~~bridge~~arise ~~notes~~from ~~matured~~time onto ~~July~~time 31that may harm our business. Except as set forth below, ~~2023~~we ~~and~~are ~~were~~currently ~~personally~~not ~~guaranteed~~aware byof ~~the~~any ~~Company’s~~such ~~Chief~~legal ~~Executive Officer.~~proceedings ~~The~~or ~~bridge~~claims ~~notes~~that ~~were~~will ~~exchanged~~have, ~~into~~individually ~~the~~or ~~senior~~in ~~secured~~the aggregate, ~~offering~~a ~~which~~material ~~closed~~adverse effect on ~~July~~our 31business, ~~2023~~financial ~~and~~condition ~~are~~or ~~retired~~operating results.

18On October 25, 2024, Arena Special Opportunities Fund, LP and other related entities (“Arena”) filed a lawsuit in New York State Court (the “Action”). The complaint for the lawsuit alleges, among other things, a purported breach of contract based on an alleged equity conditions failure. The Company believes that the Action lacks merit. In the event this Action is not summarily dismissed, the Company intends to vigorously defend against it.

OnAs ~~July~~previously ~~31,~~reported ~~2023,~~on ~~the~~September Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company sold, and the investors purchased, approximately $15,000,000, which consisted of approximately $13,~~188,750~~ ~~in cash and $1~~2024,~~031,250~~ ~~of existing debt of~~ the Company ~~which~~received ~~was~~written ~~exchanged~~notice ~~for~~ (the ~~notes~~“Notice”) ~~and~~from ~~warrants issued in this offering in principal amount of senior secured convertible notes and warrants and $500,000 in notes issued as commission.~~ The ~~transaction~~Nasdaq ~~closed~~Listing ~~on August 1, 2023. The Senior Notes~~Qualification ~~were~~Department ~~issued~~(“Nasdaq”) ~~with~~notifying anthe ~~original~~Company ~~issue~~that ~~discount~~it ofwas ~~16.67%, do~~ not ~~bear interest, unless~~ in ~~the~~compliance ~~event~~with ~~of an event of default, in which case~~ the ~~notes bear interest at the rate of 18% per annum until such default has been cured, and mature after 24 months, on July 31, 2025. The aggregate principal amount of the notes is~~ $~~18,000,000. The Company will pay to the Investors an aggregate of $~~1~~,000,000 per month beginning on the last business day of the sixth (6th) full calendar month following the issuance thereof~~. ~~The Senior Notes are convertible~~00 ~~into~~minimum ~~shares~~bid ~~of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a conversion~~ price ~~per~~requirement ~~share of~~set ~~$225.0,~~forth ~~subject to adjustment under certain circumstances described~~ in ~~the~~Nasdaq ~~Senior~~Listing ~~Notes. There is a 125% conversion premium for any~~Rule principal converted to shares of common stock. In occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert all, or any part of, the Conversion Amount 5550(~~into shares of Common Stock at~~ a ~~conversion rate equal to the quotient of (x~~) ~~the Redemption Premium of the Conversion Amount, divided by~~ (y2) ~~the greater of (A) 90% of the lowest VWAP of the Common Stock~~ for ~~the~~continued ~~three~~listing ~~(3)~~on ~~Trading Days immediately preceding~~ the ~~delivery~~Nasdaq orCapital ~~deemed~~Market ~~delivery of the applicable Conversion Notice, and~~ (B) the ~~lesser~~“Minimum ofBid ~~(1)~~Price ~~80% of the VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice~~Requirement”), ~~and (2) 80% of the price computed~~ as the ~~quotient~~closing ofbid ~~(x) the sum of the VWAPs of the Common~~price ~~Stock for each~~ of the ~~three~~Company’s ~~(3)~~common ~~Trading~~stock ~~Days~~had ~~with~~been ~~the~~below lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor price of $291.~~40. To secure its obligations thereunder and under the Purchase Agreement, the~~00 ~~Company~~per ~~has~~share ~~granted a security interest over substantially all of its assets to the collateral agent~~ for ~~the~~30 ~~benefit~~consecutive ofbusiness ~~the Investors, pursuant to a security agreement and a related trademark security agreement~~days. The ~~Company~~Notice ~~has the option to redeem the Senior Notes at~~indicated athat ~~10% redemption premium. There is a 125% change in control redemption premium. The maturity date of~~ the ~~Senior Notes also may be extended by the holders under circumstances specified therein. The~~ Company ~~estimated~~has ~~the~~180 ~~fair~~calendar ~~value~~days, ofor ~~the~~until ~~warrants~~March ~~using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%~~12, ~~(2) expected volatility of 93%~~2025, ~~(3)~~to ~~risk-free~~regain ~~interest~~compliance ~~rate~~with ofthe ~~5.06% and~~Minimum ~~(4)~~Bid ~~expected~~Price ~~life of 5~~Requirement.~~01 years.~~

On March 1813, ~~2024~~2025, ~~the~~Nasdaq ~~Company~~notified ~~obtained~~ the ~~waiver~~Company ofthat ~~the~~although ~~following covenants from holders of~~ the ~~notes:~~Company ~~(i)~~has ~~until~~not ~~September~~regained ~~30,~~compliance 2024, the Available Cash Test covenant contained in Section 14(t)(i) of the Notes; (ii) the right to receive the Amortization Amount for the next four (4) consecutive Amortization Dates immediately following the date of the waiver, with the ~~aggregate~~Minimum ofBid ~~such~~Price ~~Amortization Amounts~~Requirement, ~~now instead being due on~~ the ~~Maturity~~Company ~~Date;~~is ~~and~~eligible ~~(iii) notwithstanding anything~~ to ~~the~~receive ~~contrary~~an ~~set~~additional ~~forth~~180 ~~in the Notes, through and including the sixtieth (60)~~ calendar day ~~following~~period ~~the~~or ~~date~~until ofSeptember ~~the~~8, ~~waiver~~2025, ~~(A)~~to ifregain ~~the~~compliance ~~average~~with ~~closing price on~~ the ~~Eligible Market of the Common~~Minimum ~~Stock~~Bid onPrice ~~the three (3) most recent Trading Days is less than $37.50~~Requirement, ~~the~~pursuant ~~Holder~~to ~~cannot~~Nasdaq ~~convert~~Listing ~~the~~Rule ~~Note into Common Stock and~~ 5810(Ba) ~~if the average closing price on the Eligible Market of the Common Stock on the three~~ (3) ~~most recent Trading Days is $37~~(A).~~50 or greater, there shall be no limitations as to the amount of the Note that may be converted into Common Stock.~~

On March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $153.0 to $29.40 per share. During the three and six months ended June 30, 2024, the Company credited additional paid in capital $0 and $23,953,940, respectively, for a deemed dividend for the triggering of certain price protection provisions in its senior secured debt. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 93%, (3) risk-free interest rate of 5.06%, and (4) expected life of 1.37 years.

On May 3, 2024, the Company entered into an amendment to its senior secured convertible promissory note originally signed July 31, 2023. The amendment, among other things, changed the conversion price of the senior notes to $7.50, subject to certain circumstances described in the Senior Notes along with certain conversion price adjustment mechanism. As a result of the modification, the Company recorded a loss on debt extinguishment for the change in fair value of the conversion option in the amount of $16,333,271

On May 9, 2024, the Company and the Investors entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the Company and the Investors decided to waive the Conversion Prohibition in the March Consent and Waiver.

~~During~~Nasdaq’s ~~the~~determination ~~three~~to ~~and~~grant ~~six~~the ~~months~~Company ~~ended~~an ~~June~~additional ~~30,~~180 ~~2024,~~calendar ~~there~~day period was ~~amortization~~based ofon ~~debt discount of $4,676,452 and $5,901,759, respectively. During~~ the ~~six months ended June 30, 2024, the~~ Company’s ~~made~~satisfaction ~~cash payments~~ of ~~$1,497,083 on~~ the ~~principal~~continued listing ofrequirements ~~the~~for ~~convertible notes. During~~ the ~~three~~ ~~months~~market ~~ended~~value ~~June~~of ~~30,~~publicly ~~2024,~~held ~~holders~~shares ~~converted~~and ~~$14,436,165~~all ofother ~~principal~~applicable ~~into~~requirements ~~2,406,028~~for ~~shares~~initial oflisting ~~common~~on ~~stock~~the ~~with a fair value~~Nasdaq ofCapital ~~$28~~Market,~~671,449.~~ ~~During~~with the ~~six~~exception ~~months~~of ~~ended~~the ~~June~~Minimum ~~30,~~Bid ~~2024,~~Price ~~holders~~Requirement. ~~converted $16~~Additionally,~~502,905~~ ofthe ~~principal~~Company ~~into~~has ~~2,478,459~~provided ~~shares~~Nasdaq ~~of common stock~~ with awritten ~~fair value~~ notice of ~~$37,953,304~~its ~~(see~~intention ~~Note~~to 14cure –the ~~Stockholder’s~~deficiency ~~Equity).~~during ~~The Company realized a loss from~~ the ~~conversion~~ ~~premium~~second ofcompliance ~~$14~~period,~~237,678~~ ~~and~~potentially ~~$14,213,480~~by onimplementing ~~conversion~~a ofreverse ~~notes~~stock ~~during the three and six months ended June 30~~split, ~~2024~~if necessary.

AsOn ofSeptember ~~June~~9, 302025, ~~2024~~The ~~and~~Company ~~December~~received ~~31,~~formal ~~2023,~~notice from the ~~carrying~~Staff ~~value~~of the Listing Qualifications Department of The Nasdaq Stock Market LLC that the ~~convertible~~Company ~~notes~~had ~~was~~regained $0compliance ~~and~~with ~~$12,098,241,~~the ~~net~~minimum ofbid ~~unamortized~~price ~~debt~~requirement ~~discount of~~under $0Nasdaq ~~and~~Listing ~~$5,901,759,~~Rule ~~respectively~~5550(a)(2).

AsOn ofMay ~~June 30~~23, ~~2024~~2025, the ~~current~~Company ~~and~~received ~~non-current~~a ~~portions~~notice from the Listing Qualifications Department of the ~~note~~Nasdaq ~~were~~Stock $0Market ~~and~~LLC ~~$0,~~regarding ~~net~~the ~~unamortized~~Company’s failure ~~debt~~to ~~discounts~~timely offile $0its ~~and~~Quarterly ~~$0,~~Report ~~respectively. As~~on ofForm ~~December~~10-Q for the fiscal quarter ended March 31, ~~2023,~~2025 (the ~~current~~“Q1 ~~and~~Form ~~non~~10-~~current~~Q”) with ~~portions~~the ofU.S. ~~the~~Securities ~~note~~and ~~were~~Exchange ~~$8,065,494~~Commission. ~~and~~The ~~$4,032,747~~Company ~~net~~previously ~~unamortized~~submitted ~~debt~~a ~~discounts~~plan to Nasdaq to regain compliance with respect ofto $3the delinquent Q1 Form 10-Q,~~934,506~~ and $1Nasdaq granted the Company an exception until August 22,~~967~~ 2025,~~253,~~ ~~respectively~~to evidence compliance with Nasdaq Listing Rule 5250(c)(1).

On August 22, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025. The Staff informed the Company that is has until September 8, 2025 to submit an updated plan to regain compliance with the Rule. On September 5, 2025, the Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its plan to evidence compliance by 180 calendar days from the Q1 Form 10-Q’s due date, or until November 17, 2025.

NOTE 12 – LEASES

Property Leases (Operating Leases)

The Company leases its facilities and certain automobiles under operating leases which expire on various dates through ~~2025~~2028. The Company determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying asset, together with any options to extend that the Company is reasonably certain to exercise.

Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $30,699 in ROU assets and $31,061 in lease liabilities for an office lease. Under the terms of the lease, Empire is required to pay $1,150 per month and increasing by 3% on April 1st of every year beginning on April 1, 2022. The lease had an expiration date of March 31, 2024 and Empire was required to make a security deposit of $1,150. The Company does not have an option to extend the lease. The Company cannot sublease the office under the lease agreements. The Company did not renew the lease.

On October 11, 2021, Empire entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing of the Company’s Virginia Beach metal recycling location. Under the terms of the leases, Empire is required to pay $9,677 for the prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on January 1st of every year thereafter. The lease had an expiration date of January 1, 2024 and the Company has two options to extend the leases by 5 years per option. In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements. The Company terminated the lease on August 1, 2023.

On January 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”). Under the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately 3% every 12 months thereafter until the expiration of the lease. The lease is for a period of five years from the Commencement Date and the Company was required to make a security deposit of $3,668. The Company does not have an option to extend the lease. The Company cannot sublease any of the office space under the lease agreement.

~~Effective~~On ~~February~~March 115, ~~2022~~2024, the Company entered into ~~an office space/land lease agreement with an entity owned by the Chief Executive Officer of~~ ~~Greenwave for the~~ leasing ofagreements ~~the~~for ~~Company’s~~a ~~Fairmont metal~~ scrap yard located at ~~406~~3030 ~~Sandy~~E 55th Street, ~~Fairmont~~Cleveland, NCOH ~~28340~~44127. Under the terms of the lease, the Company is required to pay $817,000 ~~per~~from ~~month~~March ~~for~~1, ~~the~~2024 ~~facility~~to ~~beginning~~ February 128, ~~2022~~2025; ~~and~~$23,000 ~~increasing~~from byMarch ~~3% on January~~ 1, ~~2023.~~2025 ~~The~~to ~~lease~~February ~~had~~28, an2026; ~~expiration~~$23,000 offrom ~~January~~ March 1, ~~2024~~2026 ~~and~~to ~~the~~February ~~Company~~28, ~~has~~2027; ~~two~~$23,000 ~~options~~from March 1, 2027 to ~~extend~~February ~~the~~28, ~~lease~~2028; byand 5increasing ~~years~~by ~~per option.~~the ~~The~~greater ~~Company~~of ~~also~~3% ~~has~~and the ~~option~~CPI toevery 12 ~~extend~~months thereafter until the ~~term~~expiration of the lease. ~~for~~The lease anis ~~additional year~~ for ~~the~~a ~~next~~period 5of five years, ~~upon~~include ~~the~~two ~~same~~options ~~terms and~~to ~~conditions.~~extend Infor ~~the~~five years ~~event~~each, and the Company ~~does~~was ~~not~~required ~~exercise~~to ~~the~~make a ~~options,~~security ~~the~~deposit ~~lease~~of ~~will continue on a month-to-month basis~~$17,000. The Company ~~cannot~~ ~~sublease~~has the ~~property~~option ~~under~~to ~~the~~purchase ~~lease agreement. The Company terminated~~ the ~~lease~~property onfor ~~August~~$3,277,000 until 1February 28, ~~2023~~2024.

Effective October 13, 2022, the Company entered into an office space/land lease agreement for the leasing of 900 Broad Street, Suite C, Portsmouth, VA 23707. Under the terms of the lease, the Company is required to pay $4,300 per month for the facility beginning November 1, 2022 and increasing by 3% on January 1, 2023. The lease expires on December 31, 2027 and the Company has two options to extend the lease by 5 years per option. The Company also has the option to extend the term of the lease for an additional year for the next 5 years upon the same terms and conditions. In the event the Company does not exercise the options, the lease will continue a month-to-month basis. The Company cannot sublease the property under the lease agreement.

Effective January 1, 2023, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of Greenwave for the leasing of the Company’s Chesapeake facility located at 101 Freeman Ave, Chesapeake, VA 23324. Under the terms of the lease, the Company is required to pay $9,000 per month for the facility beginning January 1, 2023 and increasing by 3% on January 1, 2024. The lease expires on January 1, 2025 and the Company has two options to extend the lease by 5 years per option. The Company also has the option to extend the term of the lease for an additional year for the next 5 years upon the same terms and conditions. In the event the Company does not exercise the options, the lease will continue on a month-to-month basis. The Company cannot sublease the property under the lease agreement.

On July 31, 2023, the Company terminated the leases for 12 scrap yards. There was a gain on termination of lease of $108,863 during the year ended December 31, 2023. Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards from an entity controlled by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above, for an aggregate rent of $54,970 per month. Effective April 1, 2024, the aggregate rent was increased to $124,970 per month with an additional one-time payment of $210,000.

On March 15, 2024, the Company entered into leasing agreements for a scrap yard located at 3030 E 55th Street, Cleveland, OH 44127. Under the terms of the lease, the Company is required to pay $17,000 from March 1, 2024 to February 28, 2025; $23,000 from March 1, 2025 to February 28, 2026; $24,000 from March 1, 2026 to February 28, 2027; $25,000 from March 1, 2027 to February 28, 2028; $25,750 from March 1, 2028 and increasing by the greater of 3% and the CPI every 12 months thereafter until the expiration of the lease. The lease is for a period of five years, include two options to extend for five years each, and the Company was required to make a security deposit of $17,000. The Company has the option to purchase the property for $3,277,000 until February 28, 2024.

Automobile Leases (Operating Leases)

Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $2634,~~804~~ 261 in ROU assets and $1827,~~661~~ 757 in lease liabilities for an automobile lease. Under the terms of the lease, Empire is required to pay $~~750~~ 650 per month until the lease ~~expires~~ expired on February ~~18,~~ ~~2025~~15, 2026 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the terms of the lease.

~~Upon~~On ~~effectiveness~~December ~~of the acquisition of Empire on October 1~~23, 2021, ~~the~~Empire ~~Company~~entered ~~assumed~~into ~~$34,261~~a inlease ~~ROU~~agreement ~~assets~~for ~~and~~the ~~$27,757~~leasing inof ~~lease liabilities for~~ an automobile ~~lease~~. Under the terms of the lease, Empire iswas required to pay $~~650~~18,000 for ~~per~~the first month ~~until~~and ~~the~~$1,000 per month thereafter for 60 months. The lease expires on ~~February 15,~~December 23, 2026 and the Company does not have an option to renew or extend. The Company is responsible ~~for~~to any damage to the automobile under the terms of the lease.

OnROU ~~April~~assets 1, 2021, Empire entered into a lease agreement for the leasing of certain equipment. Under the terms of the lease, Empire is required to pay $2,700 per month thereafter for a period of 24 months. The lease expired on March 31, 2023 and ~~the~~liabilities ~~Company~~consist ~~does not have an option to renew or extend. The Company is responsible to any damage to the equipment under the terms~~ of the ~~lease.~~following:

On December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, Empire was required to pay $18,000 for the first month and $1,000 per month thereafter for 60 months. The lease expires on December 23, 2025 and the Company does not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease.

On July 1, 2022, Empire entered into a lease agreement for the leasing of certain equipment. Under the terms of the lease, Empire was required to pay $2,930 per month thereafter for a period of 24 months. The lease expires on July 31, 2024 and the Company does not have an option to renew or extend. The Company is responsible to any damage to the equipment under the terms of the lease.

ROU assets and liabilities consist of the following at June 30, 2024:

SCHEDULE OF ASSETS AND LIABILITIES

	June 30, 2024		December 31, 2023
	March 31,		December 31,
ROU assets – related party	$	53,223	$	103,822
	2025		2024
ROU assets		1,164,560		198,558
ROU assets – related party	$	-	$	-
Total ROU assets		1,217,783		302,380
ROU assets		968,066		1,048,070
Current portion of lease liabilities – related party	$	55,620	$	111,240
Total ROU assets	$	968,066	$	1,048,070
Current portion of lease liabilities		297,773		89,731
Current portion of lease liabilities – related party	$	-	$	-
Long term lease liabilities, net of current portion		883,701		94,943
Current portion of lease liabilities		341,246		331,545
Total lease liabilities	$	1,237,094	$	295,914
Long term lease liabilities, net of current portion		702,355		773,820
Total lease liabilities	$	1,043,601	$	1,105,365

~~Aggregate minimum future commitments under non-cancellable operating leases and other obligations at June 30, 2024 were as follows:~~21

Aggregate minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2024 were as follows:

Year ended December 31,
2024 (remaining)	$	193,796
2025	$	257,922
2025		331,545
2026		336,476
2027		312,~~430~~448
2028		307,~~482~~500
2029		77,~~232~~250
Total Minimum Lease Payments	$	1,~~558~~291,~~961~~596
Less: Imputed Interest	$	~~(321~~247,~~867~~995	)
Present Value of Lease Payments	$	1,~~237~~043,~~094~~601
Less: Current Portion	$	~~(353~~-341,~~393~~246	)
Long Term Portion	$	~~883~~702,~~701~~355

The Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024 was $~~736~~176,~~076~~258 and ~~$776,382, respectively. Rent expense for the six months ended June 30, 2024 and 2023 was $1,015,495~~ ~~and~~ $1279,~~490~~419,~~160,~~ respectively. At ~~June~~March 3031, 2024, the leases had a weighted average remaining lease term of ~~4years~~3.8 years and a weighted average discount rate of 10%.

NOTE 13 – CONVERTIBLE NOTES PAYABLE

On July 3, 2023, the Company closed a bridge financing in the principal amount of $1,031,250 for a purchase price of $825,000 with certain accredited investors. The bridge notes matured on July 31, 2023 and were personally guaranteed by the Company’s Chief Executive Officer. The bridge notes were exchanged into the senior secured offering which closed on July 31, 2023 and are retired.

On July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company sold, and the investors purchased, approximately $15,000,000, which consisted of approximately $13,188,750 in cash and $1,031,250 of existing debt of the Company which was exchanged for the notes and warrants issued in this offering in principal amount of senior secured convertible notes and warrants and $500,000 in notes issued as commission. The transaction closed on August 1, 2023. The Senior Notes were issued with an original issue discount of 16.67%, do not bear interest, unless in the event of an event of default, in which case the notes bear interest at the rate of 18% per annum until such default has been cured, and mature after 24 months, on July 31, 2025. The aggregate principal amount of the notes is $18,000,000. The Company will pay to the Investors an aggregate of $1,000,000 per month beginning on the last business day of the sixth (6th) full calendar month following the issuance thereof. The Senior Notes are convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a conversion price per share of $225.0, subject to adjustment under certain circumstances described in the Senior Notes. There is a 125% conversion premium for any principal converted to shares of common stock. In occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion rate equal to the quotient of (x) the Redemption Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest VWAP of the Common Stock for the three (3) Trading Days immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (B) the lesser of (1) 80% of the VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor price of $29.40. To secure its obligations thereunder and under the Purchase Agreement, the Company has granted a security interest over substantially all of its assets to the collateral agent for the benefit of the Investors, pursuant to a security agreement and a related trademark security agreement. The Company has the option to redeem the Senior Notes at a 10% redemption premium. There is a 125% change in control redemption premium. The maturity date of the Senior Notes also may be extended by the holders under circumstances specified therein. Danny Meeks, the Company’s Chief Executive Officer, and the Company’s subsidiaries each guaranteed the Company’s obligations under the Senior Notes. In the event of default, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal and accrued and unpaid late charges on such principal, multiplied by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other action by the holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to receive payment upon a bankruptcy event of default. The Warrants are exercisable for five years to purchase an aggregate of 4,420,460 shares of Common Stock at an exercise price of $0.01, subject to adjustment under certain circumstances described in the Warrants. There were an additional 866,441 warrants issued at an exercise price of $1.50 per share for a period of five years as commission for the offering, the Company credited additional paid in capital $3,279,570 and $753,567 for a debt discount for the fair value of warrants issued in its senior secured debt offering and the warrants issued as commission for its senior secured debt offering, respectively. Further, there was a $3,850,000 debt discount created for the offering costs and original issuance discount on the Senior Notes.

~~NOTE~~The 13Company –estimated ~~COMMITMENTS~~the ~~AND~~fair ~~CONTINGENCES~~value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 148.60% to 149.08%, (3) risk-free interest rate of 4.18% - 4.70%, and (4) expected life of 5.01 years. During the year ended December 31, 2023, there was amortization of debt discount of $2,219,221.

~~From~~On ~~time~~August to21, ~~time~~2023, weas ~~may~~a ~~become~~result ~~involved~~of inthe ~~various~~Company’s ~~lawsuits~~registered ~~and~~direct ~~legal proceedings~~offering, ~~which~~the ~~arise~~conversion inprice of the ~~ordinary~~Senior ~~course~~Notes ofwas ~~business~~reduced from $225.00 to ~~Litigation~~$153.00 isper ~~subject~~share. toThe ~~inherent~~Company ~~uncertainties~~credited additional paid in capital $5,022,200 for ~~and~~a andeemed ~~adverse~~dividend ~~result~~for the triggering of certain price protection provisions in ~~these~~its orsenior ~~other~~secured ~~matters~~debt. ~~may~~During ~~arise~~the ~~from~~nine ~~time~~months toended ~~time~~September ~~that~~30, ~~may~~2023, ~~harm~~the ~~our~~Company ~~business. Except~~credited asadditional ~~set~~paid ~~forth~~in ~~below~~capital $5,022,200 for wea ~~are~~deemed ~~currently~~dividend ~~not~~for ~~aware~~the triggering of ~~any~~certain ~~such~~price ~~legal~~protection provisions ~~proceedings~~in orits ~~claims~~senior ~~that~~secured ~~will~~debt. ~~have,~~The ~~individually~~Company orestimated inthe fair value of the deemed dividend using the Black-Scholes Pricing Model ~~aggregate~~based on the following assumptions: (1) dividend yield of 0%, (2) aexpected ~~material~~volatility ~~adverse~~of ~~effect~~148.60%, (3) onrisk-free ~~our~~interest ~~business~~rate of 4.70%, and ~~financial~~(4) ~~condition~~expected orlife ~~operating~~of ~~results~~2.95 years.

~~NOTE~~On March 18, 2024, the Company obtained the waiver of the following covenants from holders of the notes: (i) until September 30, 2024, the Available Cash Test covenant contained in Section 14(t)(i) –of ~~STOCKHOLDERS’~~the ~~EQUITY~~Notes; (ii) the right to receive the Amortization Amount for the next four (4) consecutive Amortization Dates immediately following the date of the waiver, with the aggregate of such Amortization Amounts now instead being due on the Maturity Date; and (iii) notwithstanding anything to the contrary set forth in the Notes, through and including the sixtieth (60) calendar day following the date of the waiver, (A) if the average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is less than $37.50, the Holder cannot convert the Note into Common Stock and (B) if the average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is $37.50 or greater, there shall be no limitations as to the amount of the Note that may be converted into Common Stock.

On March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $153.0 to $29.40 per share. During the three and nine months ended September 30, 2024, the Company credited additional paid in capital $0 and $23,953,940, respectively, for a deemed dividend for the triggering of certain price protection provisions in its senior secured debt. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 93%, (3) risk-free interest rate of 5.06%, and (4) expected life of 1.37 years.

During the year ended December 31, 2024, there was amortization of debt discount $5,901,759 and $2,219,221, respectively. During the year ended December 31, 2024, the Company made cash payments of $1,497,083 on the principal of the convertible notes. During the year ended December 31, 2024, holders converted $16,502,905 of principal into 2,478,459 shares of common stock with a fair value of $30,716,938 (See Note 14 – Stockholder’s Equity). The Company realized a loss from the conversion premium of $14,213,480 on conversion of notes during the year ended December 31, 2024

As of December 31, 2024 and 2023, the carrying value of the convertible notes was $0 and $12,098,241, net of unamortized debt discount of $0 and $5,901,759, respectively.

As of December 31, 2024, the current and non-current portions of the note were $0 and $0, net unamortized debt discounts of $0 and $0, respectively. As of December 31, 2023, the current and non-current portions of the note were $8,065,494 and $4,032,747 net unamortized debt discounts of $3,934,506 and $1,967,253, respectively.

NOTE 14 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

On May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient authorized shares in the event that all potentially dilutive instruments were exercised. As a result, the Company evaluated the warrants issued under ASC 480 and determined that certain warrants no longer qualified as equity instruments and qualify for derivative liability treatment. The Company elected to use a first-in, first-out sequencing method to determine which dilutive instruments met the definition of a derivative liability.

The Company estimated the fair value of the initial derivative liability using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 141.83%, (3) risk-free interest rate of 4.46%, and (4) expected life of 5 years.

The Company estimated the fair value of the derivative liability upon the settlement date using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 159.02%, (3) risk-free interest rate of 4.52%, and (4) expected life of 5 years.

The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

●

Level 1 – Quoted prices in active markets for identical assets or liabilities.

●

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company.

As of March 31, 2025, the Company did not have any derivative instruments that were designated as hedges.

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2025 and December 31, 2024:

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

March 31,

Identical Assets

Inputs

2025

(Level 1)

(Level 2)

(Level 3)

Derivative liability

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

December 31,

Identical Assets

Inputs

2024

(Level 1)

(Level 2)

(Level 3)

Derivative liability

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended March 31, 2025 and the year ended December 31, 2024:

Balance, December 31, 2023	$	-
Establishment of derivative liability upon authorized share shortfall		64,951,789
Gain on change in fair value of derivative liability		(48,314,949	)
Settlement of derivative liability upon correction of authorized share shortfall		(16,636,840	)
Mark to market to December 31, 2024		-
Balance, December 31, 2024	$	-
Mark to market to March 31, 2025		-
Balance, March 31, 2025	$	-

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.

NOTE 15 – STOCKHOLDERS’ EQUITY

Preferred Stock

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

Series D

On March 29, 2024, the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value $0.001 per share (the “Series D”). The Series D has a $10,000 stated value per share. The Series D is convertible into the Company’s common stock at $~~30.60~~3,366 per share, subject to adjustment as set forth therein, except the Preferred Stock is not convertible until such time as the currently outstanding senior secured indebtedness of the Company has been satisfied in full. In addition, the Company has the right to redeem the Series D in cash or shares of its Common Stock.

On March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (“DWM”), whereby the Company and DWM agreed to exchange $10,000,000 of that certain Secured Promissory Note, dated July 31, 2023, to be issued by the Company to the DWM for shares of the Company’s newly created Series D.

On May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of the Company’s Series D issued by the Company to DWM, for 1,333,333 shares of the Company’s common stock. As a result of the transaction, the Series D stock were extinguished. The resulting gain on the transaction of $1,224,400 for the difference between the fair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was between related parties.

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

As of ~~June~~March 3031, ~~2024~~2025, there were 0 shares of Series D issued and outstanding. ~~As of June 30, 2024, there were 0 shares of Series D to be issued.~~

Series A-1

On November 15, 2024, the Company authorized the issuance of 450,000 shares of Series A-1 Preferred Stock, par value $0.001 per share. The Series A-1 Preferred Stock has a $1,000 stated value per share and each share is convertible into common stock at 0.0001% of the then-outstanding shares of common stock at the election of the holder. The Series A-1 have a liquidation preference senior to common, do not bear dividends, and are entitled to vote on an as-converted basis.

On December 2, 2024, the Company issued 450,000 shares of Series A-1 Preferred Stock as consideration for land and permits purchased from DWM Properties, LLC, controlled by the Company’s Chief Executive Officer. The value of the shares of Series A-1 was calculated on an as-converted basis at $3,300,048.

As of March 31, 2025, there were 450,000 shares of Series A-1 Preferred Stock issued and outstanding.

Common Stock

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

During the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024, the Company issued 874,~~149,250~~ 084 shares of common stock pursuant to purchase agreements for cash proceeds of $40,369,~~116~~115, net of legal fees and commissions of $2,071,451.

During the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024, the Company issued ~~108,515~~ 987 shares pursuant to the exercise of warrants for cash proceeds of $2,834,741, net of legal fees $139,955. The Company issued extra shares with a value of $52,183.

During the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024, the Company issued 2107,~~890,818~~ 337 shares ofpursuant ~~common~~to ~~stock for~~ the ~~conversion~~cashless ofexercise ~~debt in the principal amount~~ of ~~$16,502,917 with a fair value of $37,953,304~~warrants. ~~The Company realized a $14,213,480 loss from the conversion premiums on the conversion of the notes.~~

AsDuring ofthe ~~June~~year ~~30,~~ended ~~2024 and~~ December 31, ~~2023~~2024, ~~there~~the ~~were~~Company ~~12,750,628~~issued ~~and 113~~1,~~096,~~415 shares ~~respectively,~~as ~~shares~~an ofadjustment ~~common~~to ~~stock~~round-up ~~issued~~fractional ~~and~~shares ~~outstanding~~for the reverse-split.

During the year ended December 31, 2024, the Company issued 12,121 shares for the exchange of Series D Preferred Stock.

During the year ended December 31, 2024, the Company issued 3,749 shares for the exchange and retirement of a related-party debt note in the principal amount of $7,218,350.

During the year ended December 31, 2024, the Company issued 26,208 shares of common stock for the conversion of debt in the principal amount of $16,502,917 with a fair value of $37,953,304. The Company realized a $14,213,480 loss from the conversion premiums on the conversion of the notes.

During the year ended December 31, 2024, the Company issued 13,939 with a value of $761,124, of which $761,124 vested and services were performed during the year ended December 31, 2024 and $76,875 vested and services will be performed in 2025.

During the three months ended March 31, 2025, the Company issued 3,427 shares of common stock for services rendered.

During the three months ended March 31, 2025, the Company issued 55,066 shares of common stock pursuant to the cashless exercise of warrants.

During the three months ended March 31, 2025, the Company issued 224,039 shares of common stock and warrants pursuant to purchase agreements for total cash proceeds of approximately $11,041,070, gross of offering costs. Additionally 36,364 were held in abeyance at the agreement of the shareholder, and a liability of $1,334,800 was recorded as a stock subscription payable on the Company’s condensed consolidated balance sheet. These shares were subsequently issued during second quarter of 2025.

As of March 31, 2025 and December 31, 2024 there were 519,723 and 237,191 shares of common stock issued and outstanding, respectively.

Additional Paid in Capital

During the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024, the Company credited additional paid in capital $3,004,909 for the fair value of warrants issued as commission for its warrant inducement and common stock purchase agreements. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 122.93 – – 162.12%, (3) risk-free interest rate of 4.21 – 4.66%, and (4) expected life of 5 years.

23During the year ended December 31, 2024, the Company credited additional paid in capital $3,029,927 for the fair value of warrants issued for its warrant inducement. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 123.05%, (3) risk-free interest rate of 4.22%, and (4) expected life of 5 years.

During the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024, the Company credited additional paid in capital $323,~~029~~943,~~927~~940 for a deemed dividend for the ~~fair~~triggering ~~value~~ of ~~warrants~~certain ~~issued~~price protection ~~for~~provisions in the conversion feature of its ~~warrant~~senior ~~inducement~~secured debt. The Company estimated the fair value of the ~~warrants~~deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of ~~123.05~~93%, (3) risk-free interest rate of 45.2206%, and (4) expected life of 5 1.37 years.

During the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024, the Company credited additional paid in capital $2352,~~943~~574,~~940~~ 896 for a deemed ~~dividend~~dividends for the ~~triggering of~~reduction ~~certain price protection provisions~~ in the ~~conversion~~exercise ~~feature~~ price of ~~its~~certain ~~senior secured debt~~warrants. The Company estimated the fair value of the deemed ~~dividend~~dividends using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 93108.49 – 162.12%, (3) risk-free interest rate of 54.0636 – 4.64%, and (4) expected life of ~~1.37~~ 5 years.

During the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2024, the Company credited additional paid in capital $5212,~~574~~388,~~896~~ 229 for ~~deemed~~the ~~dividends~~modification ~~for~~of the ~~reduction in~~conversion ~~the~~feature ~~exercise~~related ~~price~~to ofthen outstanding ~~certain~~convertible ~~warrants~~notes payable. The Company estimated the change in fair value of the ~~deemed~~conversion ~~dividends~~feature using the Black-Scholes ~~Pricing~~ Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of ~~108~~130.~~49 – 162.12~~66%, (3) risk-free interest rate of 45.~~36 – 4.64~~12%, and (4) expected life of 5 1.24 years.

During the six months ended June 30, 2024, the Company credited additional paid in capital $12,388,229 for the modification of the conversion feature related to then outstanding convertible notes payable. The Company estimated the change in fair value of the conversion feature using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 130.66%, (3) risk-free interest rate of 5.12%, and (4) expected life of 1.24 years.

On May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient authorized shares in the event that all potentially dilutive instruments were exercised. The Company accounted for the warrants affected under a sequencing approach as a derivative liability under ASC 815 due to the lack of net share settlement. The Company debited additional paid in capital $64,951,789 to establish the derivative liability. Upon the Company enacting the Reverse Stock Split on May 31, 2024, the authorized share shortfall was alleviated and the Company credited additional paid in capital $16,636,840, after the reclassification into equity. See Note 18 for further details

~~NOTE~~During 15the –three ~~WARRANTS~~months ended March 31, 2025, the Company credited additional paid-in capital approximately $9.1 million related to the issuance of common stock and warrants pursuant to purchase agreements for cash, net of offering costs.

During the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025, the Company ~~entered into warrant exercise inducement offer letters with the holders of its existing warrants, pursuant to which it issued 106,906 shares of common stock and~~ recorded an additional 1,609 shares to be issued for cash proceeds of $2,834,632, payment of legal fees $139,955, and were issued new warrants to purchase 183,632 shares of common stock at an exercise price of $30.6 per share. On March 18, 2024, the Company realized a deemed dividend of approximately $~~1,444,324~~3.0 million ~~for~~in aadditional ~~deemed~~paid-in ~~dividend~~capital for the reduction in in the exercise price. ~~On March 18, 2024, the Company realized an expense for the issuance~~ of ~~new~~certain ~~warrants~~outstanding ~~for the inducement of $3,029,927~~warrants.

During the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025, the Company ~~issued~~recognized 92$99,~~442~~997 in ~~warrants~~additional topaid-in ~~purchase~~capital for common stock toissued ~~its financial advisor,~~ for ~~which it~~services ~~recognized an expense of $3,004,909 for the fair value of the warrants~~rendered.

During the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025, ~~and prior to~~ the Company ~~Reverse~~recognized ~~Stock~~$55 ~~Split,~~in ~~the~~additional ~~Company~~paid-in ~~issued~~capital ~~3,287,997~~for ~~warrants to purchase~~ common stock in ~~connection~~issued ~~with~~pursuant to the ~~security~~cashless ~~purchase~~exercise ~~agreements described above. The warrants have a term~~ of ~~5 years and were granted with exercise prices between $30 and $45. The~~ warrants ~~contained dilutive issuance and split price protection clauses~~.

As a result of the Reverse Stock Split on May 31, 2024, the Company issued 18,270,405 additional warrants to purchase shares of common stock pursuant to the split price protection clauses contained within the warrants.28

24NOTE 16 – WARRANTS

ADuring ~~summary~~the ofyear ended December 31, 2024, the Company entered into warrant ~~activity~~exercise inducement offer letters with the holders of its existing warrants, pursuant to which it issued 972 shares of common stock and recorded an additional 15 shares to be issued for cash proceeds of $2,834,632, payment of legal fees $139,955, and were issued new warrants to purchase 1,669 shares of common stock at an exercise price of $3,366 per share. On March 18, 2024, the ~~six~~Company ~~months~~realized ~~ended~~a ~~June~~deemed dividend 30of $1,444,324 for a deemed dividend for the reduction in the exercise price. On March 18, 2024, isthe asCompany ~~follows:~~realized an expense for the issuance of new warrants for the inducement of $3,029,927.

During the year ended December 31, 2024, the Company issued 840 warrants to purchase common stock to its financial advisor, for which it recognized an expense of $3,004,909 for the fair value of the warrants.

During the year ended December 31, 2024, and prior to the Reverse Stock Split, the Company issued 29,891 warrants to purchase common stock in connection with the security purchase agreements described above. The warrants have a term of 5 years and were granted with exercise prices between $3,300 and $4,950.

As a result of the Reverse Stock Split on May 31, 2024, the Company issued 166,095 additional warrants to purchase shares of common stock pursuant to the reverse-split price protection clauses contained within the warrants, sucGreeh that the exercise price of the warrant would be reset to the volume weighted average price following a reverse-split and the number of shares issuable under the warrant would also increase. .

During the year ended December 31, 2024, 143,115 warrants were exercised on a cashless basis for 107,337 shares of common stock.

During the three months ended March 31, 2025, the Company entered into exchange agreements with holders of 50,445 warrants whereby the Company and the warrant holders agreed to exchange the warrants for shares of common stock equivalent to 96% of the shares of common stock issuable upon exercise of the warrants, or 48,435 shares of common stock. Concurrently, the Company and the holders of 38,868 warrants issued on or about March 18, 2024, April 22, 2024, and May 16, 2024, agreed to amend these warrants to reduce the exercise price from $2.91 to $1.50 per share, increase the number of shares issuable upon exercise by 250%, and remove certain adjustment provisions in the event of certain dilutive issuances or share combinations. As a result of this amendment, an additional 58,293 warrants were issued.

During the three months ended March 31, 2025, an additional 8,843 warrants were cashlessly exercised into 6,639 shares of common stock.

On January 10, 2025, 68,581 warrants were exercised into 68,581 shares of common stock at an exercise price of $58.30 per share.

On February 10, 2025, 155,451 warrants were exercised into 155,451 shares of common stock at an exercise price of $36.30 per share.

A summary of the warrant activity for the three months ended March 31, 2025 is as follows:

SCHEDULE OF WARRANT ACTIVITY

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
						Weighted-Average
Outstanding at December 31, 2023		124,332		$	133.50		3.99	$	1,388,582
				Weighted-Average		Remaining		Aggregate
Granted		27,200,252		$	2.92
	Shares			Exercise Price		Contractual Term		Intrinsic Value
Exercised		(107,808	)	$	30.60
Outstanding at December 31, 2024		104,319		$	323.40		4.40	$	-
Exercisable at December 31, 2024		104,319		$	323.40		4.40	$	-
Granted		282,339		$	43.34
Exercised		(283,339	)	$	43.34
Cancelled/Exchanged		-			-
Outstanding at June 30, 2024		27,216,777		$	2.92		4.88	$	186
Outstanding at March 31, 2025		103,319		$	165.24		4.11	$	-
Exercisable at June 30, 2024		27,216,777		$	2.92		4.88	$	186
Exercisable at March 31, 2025		103,319		$	165.24		4.11	$	-

Exercise Price			Warrants Outstanding			Weighted Avg. Remaining Life			Warrants Exercisable
Exercise				Warrants			Weighted Avg.			Warrants
$	1.50			688			4.09			688
Price				Outstanding			Remaining Life			Exercisable
	2.910			26,711,600			4.88			26,711,600
	$	165.00			103,158			4.12			103,158
	3.79			504,489			4.95			504,489
		320.10			161			1.92			161
				27,216,777			4.88			27,216,777
					103,319			4.11			103,319

The aggregate intrinsic value of outstanding stock warrants was $~~186~~ 0 based on warrants with an exercise price less than the Company’s stock price of $1.77.33 as of ~~June~~March 3031, ~~2024~~2025 which would have been received by the warrant holders had those holders exercised the warrants as of that date.

~~NOTE 16 – STOCK OPTIONS~~29

~~Our~~NOTE ~~stockholders~~17 ~~approved~~– ~~our~~STOCK 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021 Equity Incentive Plan in September 2021 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, our 2023 Equity Incentive Plan in October 2023 (“2023 Plan”), and our 2024 Equity Incentive Plan in May 2024 (“2024 Plan”, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the “Plans”). The Plans are identical, except for the number of shares reserved for issuance under each. As of June 30, 2024, the Company had granted an aggregate of 3,269 securities under the Plans since inception, with 25,942 shares available for future issuances. In July 2024, shareholders amended our 2024 Plan to increase the number of shares reserved for issuance thereunder by 2,980,000 to a total of 3,000,000 shares.OPTIONS

Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021 Equity Incentive Plan in September 2021 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, our 2023 Equity Incentive Plan in October 2023 (“2023 Plan”), and our 2024 Equity Incentive Plan in May 2024 (“2024 Plan”, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the “Plans”). The Plans are identical, except for the number of shares reserved for issuance under each. In July 2024, shareholders amended our 2024 Plan to increase the number of shares reserved for issuance thereunder by 27,091 to a total of 27,273 shares. As of March 31, 2025, the Company had granted an aggregate of 13,969 securities under the Plans since inception, with 13,387 shares available for future issuances.

The Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior Plans.

Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options.

There were no options issued during the three ~~and six~~ months ended ~~June~~March 3031, ~~2024~~2025.

25A summary of the stock option activity for the three months ended March 31, 2025 is as follows:

A summary of the stock option activity for the six months ended June 30, 2024 as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
						Weighted-Average
Outstanding at December 31, 2023		754		$	22,216.50		3.49	$	-
				Weighted-Average		Remaining		Aggregate
	Shares			Exercise Price		Contractual Term		Intrinsic Value
Outstanding at December 31, 2024		220		$	2,723,710		2.47	$	-
Exercisable at December 31, 2024		220		$	2,723,710		2.47	$	-
Granted		-
Exercised		-
Forfeiture/Cancelled		-(14	)	$	2,475,000
Outstanding at June 30, 2024		754		$	22,216.50		2.87	$	-
Outstanding at March 31, 2025		206		$	3,723,473		1.74	$	-
Exercisable at June 30, 2024		754		$	22,216.50		2.87	$	-
Exercisable at March 31, 2025		206		$	3,723,473		1.74	$	-

Exercise Price		Number of Options		Remaining Life In Years		Number of Options Exercisable
$	3,450 – 11,250		313		3.76		313
	11,251 – 22,500		58		2.42		58
	22,501 – 33,750		64		2.15		64
	33,751 – 45,000		288		2.23		288
	45,001 – 48,150		31		2.24		31
			754				754

The aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $1.77 as of June 30, 2024, which would have been received by the option holders had those option holders exercised their options as of that date.

	Exercise	Number of		Remaining		Number of
	Price	Options		Life In Years		Options Exercisable
$	378,500 – 1,237,500		22		3.35		22
$	1,237,501 – 2,475,000		9		2.45		9
$	2,475,001 – 3,712,500		35		1.38		35
$	3,712,501 – 4,950,000		112		1.53		112
$	4,950,001 – 5,296,500		28		1.55		28

The ~~fair~~aggregate intrinsic value of ~~all~~outstanding stock options ~~that~~was ~~vested~~$0, based ~~during~~on ~~the~~options ~~six~~with ~~months~~an ~~ended~~exercise ~~June~~price ~~30,~~less ~~2024~~than ~~and~~the ~~2023~~Company’s ~~was~~stock $0price ~~and~~of $077.30 as of March 31, ~~respectively.~~2025, ~~Unrecognized~~which ~~compensation expense~~would ofhave $0been asreceived ofby ~~June~~the option ~~30,~~holders ~~2024~~had ~~will~~those beoption ~~expensed~~holders inexercised ~~future~~their ~~periods~~options as of that date.

~~NOTE~~The 17fair –value ~~RELATED~~of ~~PARTY~~all ~~TRANSACTIONS~~options that vested during the three months ended March 31, 2025 and 2024 was $0 and $0, respectively. Unrecognized compensation expense was $0 as of March 31, 2025.

NOTE 18 – RELATED PARTY TRANSACTIONS

Agreements with Danny Meeks and Affiliates of Danny Meeks

OnRelated-Party ~~January 1~~Hauling, ~~2023~~Mechanic, ~~the Company entered~~Equipment ~~into a lease agreement for the Company’s Chesapeake location with an entity controlled by the Company’s Chief Executive Officer. Under the terms of the lease agreement~~Rental, ~~the Company pays $9,000 per month in rent, increasing 3% on January 1st of each year. The lease expires on January 1, 2025~~ and ~~the~~Miscellaneous Company has two options to extend the lease by a term of five years per option. From August 1, 2023 to March 31, 2024, the Company rented the land underlying 13 scrap yards from an entity controlled by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above, for an aggregate rent of $54,970 per month. To adjust for market conditions, effective April 1, 2024, the Company rented the land underlying 13 scrap yards from an entity controlled by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above, for an aggregate rent of $154,970 per month and a one-time payment of $210,000.Services

~~From~~During ~~January 1 to June 30, 2024,~~ the ~~Company~~three ~~paid~~months ~~rent~~ended ofMarch ~~$777~~31,~~225 to~~ an2025 ~~entity controlled by the Company’s Chief Executive Officer, including the lease for the Chesapeake location~~ and ~~13 scrap yards described above. As of June 30,~~ 2024 ~~and December 31~~, ~~2023,~~ the Company ~~owed~~ ~~$0 and~~provided $2206,~~070,402,~~584 ~~respectively,~~and $64,082 in ~~accrued~~hauling ~~rent~~services ~~and reimbursements~~ to an entity controlled by the Company’s Chief Executive Officer, respectively.

26During the three months ended March 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $223,174 and $342,319 for hauling services rendered to the Company, respectively.

OnDuring ~~July 31, 2023,~~ the ~~Company~~three ~~entered~~months ~~into~~ended aMarch ~~Bill~~31, of2025 ~~Sale~~and (2024, the ~~“Bill~~Company ofpaid ~~Sale”)~~entities ~~with~~controlled ~~DWM Properties LLC (“DWM”), an entity wholly-owned~~ by ~~Danny Meeks,~~ the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase certain assets held by DWM in exchange for the issuance of a secured promissory note to DWM (the “DWM Note”) in an aggregate principal amount equal to $~~17,218,350. The assets included two automotive shredders and a downstream processing system with a cost basis~~0 ~~of $7,367,500~~ and ~~a fair value of~~ $17106,~~218,350. The Company has recorded the equipment on its financial statements at its cost basis and recognized a $9,850,850~~621 ~~loss~~for onscrap ~~asset~~metal during the year ended December 31, 2023. The equipment was purchased in 2022. The transaction was negotiated at arms-length. The DWM Note bears interest at a rate of 7% per annum and matures on the twentieth (20th) anniversary of the issuance thereof. Interest on the DWM Note is payable on the first business day of each calendar month, provided ~~that commencing on the first business day of the calendar month following the date on which no Senior Notes remain outstanding, the Company shall pay~~ to ~~DWM equal payments of interest and principal until~~ the ~~DWM Note is repaid in its entirety. The~~ Company ~~made payments of $0 and $291~~,~~440~~ ~~towards the principal and interest,~~ respectively~~, during the six months ended June 30, 2024~~. On March 29, 2024, the holder of the note exchanged $10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note 14 – Stockholders’ Equity). On April 21, 2024, the holder of the note exchanged $7,218,350 in principal for 412,630 shares of common stock (see Note 14 – Stockholders’ Equity). As of June 30, 2024 and December 31, 2023, the note had a balance of $0 and $17,218,350, respectively.

OnNOTE ~~May~~19 ~~10,~~– ~~2024,~~SEGMENT the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of the Company’s Series D issued by the Company to DWM, for 1,333,333 shares of the Company’s common stock. As a result of the transaction, the Series D stock was extinguished. The resulting gain on the transaction of $1,224,400 for the difference between the fair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was between related parties.REPORTING

OnGreenwave ~~June~~is 5,organized ~~2024, the Company entered~~ into athree ~~Bill~~operating ofsegments ~~Sale~~based ~~with~~on ~~DWM~~our ~~Properties~~differentiated ~~LLC,~~products an– ~~entity~~Scrap ~~wholly-owned~~Metal ~~by Danny Meeks~~Recycling, ~~the Company’s Chief Executive Officer~~Hauling, ~~pursuant~~and toOther ~~which the Company agreed to purchase certain vehicles held by DWM in exchange~~(primarily ~~for~~comprised ~~$3,582,181. The equipment included 27 trucks which enabled the Company to rapidly expand its fleet~~ of ~~trucks~~rental ~~offering hauling services to clients, as well as transporting its scrap metal products to customers~~income). ~~The Company has recorded the equipment on its financial statements at its cost basis. The transaction was negotiated at arms-length.~~

~~During~~We ~~the~~have ~~six~~one ~~months~~reportable ~~ended~~geographic ~~June~~segment: ~~30, 2024,~~ the ~~Company~~United ~~provided~~States ~~$192,898 in~~of ~~hauling~~America ~~services~~as toall anof ~~entity~~our ~~controlled~~scrap bymetal ~~the~~is ~~Company’s Chief~~sourced ~~Executive Officer~~domestically.

~~During~~Our ~~the~~Chief ~~six~~Operating ~~months~~Decision ~~ended~~Maker ~~June~~(“CODM”), 30Danny Meeks, ~~2024~~Chairman and CEO, ~~the~~evaluates ~~Company~~performance ~~paid~~on both an ~~entity~~operating ~~controlled~~segment basis byand ~~the~~a ~~Company’s~~consolidated ~~Chief~~basis, ~~Executive~~primarily ~~Officer~~using ~~$877~~revenues,~~583 for~~ gross profit, and operating cash flows. These measures are used by the CODM, ~~hauling~~management, ~~services~~investors, ~~rendered~~lenders, and other external users of our financial statements to assess our operating performance and to compare results to other companies in the ~~Company~~metal recycling industry. Our CODM utilizes segment profit and loss in assessing segment performance and in allocating resources among our operations.

~~During~~Operating ~~the~~expenses, ~~six~~including ~~months~~selling, ~~ended~~general ~~June~~and 30administrative expenses, ~~2024~~depreciation and amortization, and other operating costs, are managed centrally and are not allocated to individual operating segments. These expenses are not included in the ~~Company~~information ~~paid~~regularly ~~entities~~provided to ~~controlled~~or reviewed by the ~~Company’s~~CODM ~~Chief~~when ~~Executive~~evaluating ~~Officer~~segment ~~$142~~performance or making resource allocation decisions. As such,~~152 for~~ consistent with the ~~scrap~~requirements ~~metal~~of ~~provided~~ASU to2023-07, we present operating expenses only in the ~~Company~~“Total” column and do not disaggregate these expenses by segment.

~~During~~The ~~the~~following ~~six~~tables ~~months~~provide ~~ended~~our ~~June~~results ~~30, 2024, the Company paid an entity controlled~~ by ~~the Company’s Chief Executive Officer $394,185 for mechanic and repair services provided to the Company.~~segment:

~~During the six months ended June 30, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $506,358~~ ~~for~~SCHEDULE ~~equipment~~OF ~~rentals~~SEGMENT ~~provided to the Company.~~REPORTING

NOTE 18 – DERIVATIVE LIABILITIES

		Recycling			Hauling			Other		Total
	Three Months Ended March 31, 2025
		Scrap Metal
		Recycling			Hauling			Other		Total
Revenues	$	4,397,545		$	2,912,165		$	24,000	$	7,333,710
Cost of revenues		(2,126,772	)		(1,720,275	)		-		(3,847,047	)
Gross Profit:	$	2,270,773		$	1,191,890		$	24,000	$	3,486,663

Operating Expenses									$	(7,368,170	)
Other Expenses										(784,232	)
Deemed Dividends										(2,999,964	)
Net loss available to common shareholders									$	(7,665,703	)

	Scrap Metal Recycling			Hauling			Other		Total
	Three Months Ended March 31, 2024
		Scrap Metal
		Recycling			Hauling			Other		Total
Revenues	$	6,220,385		$	2,253,892		$	30,500	$	8,504,777
Cost of revenues		(4,081,013	)		(1,159,503	)		-		(5,240,516	)
Gross Profit:	$	2,139,372		$	1,094,389		$	30,500	$	3,264,261

Operating Expenses									$	(6,075,985	)
Other Expenses										(5,250,790	)
Deemed Dividends										(25,398,264	)
Net loss available to common shareholders									$	(33,460,778	)

27NOTE 20 – SUBSEQUENT EVENTS

~~The Company~~On ~~estimated~~September 9, 2025, the ~~fair~~Company ~~value~~received offormal ~~the~~notice ~~derivative~~from ~~liability~~the ~~upon~~Staff of the ~~settlement~~Listing ~~date~~Qualifications ~~using~~Department of ~~the~~The ~~Black-Scholes~~Nasdaq ~~Pricing~~Stock ~~Model~~Market ~~based~~LLC on that the ~~following~~Company ~~assumptions:~~had ~~(1)~~regained ~~dividend~~compliance ~~yield~~with ofthe ~~0%,~~minimum ~~(2)~~bid ~~expected~~price ~~volatility~~requirement ofunder ~~159.02%,~~Nasdaq Listing Rule 5550(3a)(2). ~~risk-free~~As ~~interest~~a ~~rate~~result, ofthe ~~4.52%,~~previously ~~and~~disclosed ~~(4) expected~~listing ~~life~~matter ofhas 5been ~~years~~closed.

AAs previously disclosed on the Current Report ~~summary~~on Form 8-K of the ~~derivative~~Company, ~~liability~~filed ~~activity~~on ~~for~~May 30, 2025, the ~~six~~Company ~~months~~received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) regarding the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended ~~June~~March 3031, ~~2024~~2025 as(the ~~follows:~~“Q1 Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”). The Company previously submitted a plan to Nasdaq to regain compliance with respect to the delinquent Q1 Form 10-Q (the “Plan”), and Nasdaq granted the Company an exception until August 22, 2025, to evidence compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”).

~~SCHEDULE~~On August 22, 2025, the Company received an additional OFdelinquency ~~THE~~notification ~~DERIVATIVE~~letter ~~LIABILITY~~(the ~~ACTIVITY~~“Notice”) from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (the “Q2 Form 10-Q”, and together with the Q1 Form 10-Q, the “Delinquent Filings”). The Staff informed the Company that is has until September 8, 2025 to submit an updated plan to regain compliance with the Rule. On September 5, 2025, the Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its plan to evidence compliance by 180 calendar days from the Q1 Form 10-Q’s due date, or until November 17, 2025.

Balance, December 31, 2023	$	-
Establishment of derivative liability upon authorized share shortfall			64,951,789
Gain on change in fair value of derivative liability			(48,314,949	)
Settlement of derivative liability upon correction of authorized share shortfall			16,636,840
Balance, June 30, 2024	$		-

On August 26, 2025, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1.

~~NOTE~~On July 10, 2025 and July 14, 2025, the board 19of –directors ~~SUBSEQUENT~~(the ~~EVENTS~~“Board”) of the Company established August 13, 2025 as the date of the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and set July 17, 2025 as the record date for determining stockholders who are eligible to receive notice of and vote at the 2025 Annual Meeting.

~~The~~ On August 13, 2025, the Company, ~~evaluates~~held ~~events~~its ~~that~~2025 annual ~~have~~meeting ~~occurred~~of ~~after~~stockholders (the ~~balance~~“Annual ~~sheet~~Meeting”), and a quorum for the transaction of business was present in person or represented by proxy. As of July 17, 2025, the record date ~~but~~for ~~before~~the Annual Meeting, 556,086 shares of common stock, par value $0.001 per share of the ~~unaudited~~Company ~~condensed~~(the ~~consolidated~~“Common ~~financial~~Stock”) ~~statements~~and 450,000 ~~are~~shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”) were issued and outstanding. Holders of Common Stock and Series A-1 Preferred Stock (on an as converted to Common Stock basis) voted as a single class on each matter presented at the Annual Meeting. The holders of Common Stock and Series A-1 Preferred Stock (on an as converted to Common Stock basis) voted on the several proposals, which are described in more detail in our definitive proxy statement filed with the SEC on July 24, 2025.

On May 23, 2025, the Company received a staff determination letter (the “Letter”) from Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company ~~issued~~that ~~7,465,335~~because ~~shares~~it has not yet filed its Form 10-Q for the ~~cashless~~fiscal ~~exchange~~year ofended 9March 31,~~953~~ 2025 (the “Filing”),~~608~~ Nasdaq has determined that the Company has failed to comply ~~warrants~~with the filing requirement set forth in Listing Rule 5250(c) (1) (the “Determination”).

28As previously reported by the Company, on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The Notice indicated that the Company has 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement. On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A). On August 13, 2025, the Company’s shareholders approved at its 2025 annual meeting a proposal granting the Board discretionary authority to effect one or more consolidation of the issued and outstanding shares of common stock of the Company, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-150.

On August 20, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.001 per share, in the ratio of 1-for-110 (the “Reverse Stock Split”), which was effective at 5:00 p.m., eastern time, on August 22, 2025. The common stock began trading on a split-adjusted basis at the market open on Monday, August 25, 2025. On September 9, 2025, the Company received formal notice from the staff of the Listing Qualifications Department of Nasdaq that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). As a result, listing matter was closed.

On April 21, 2025, the Company issued the 36,364 shares that were held in abeyance as of March 31, 2025, and removed the corresponding liability of $1,334,800 that was recorded as a stock subscription payable on the Company’s condensed consolidated balance sheet of March 31, 2025.

Subsequent to March 31, 2025, four shareholders cashlessly exercised 363,213 warrants into 273,429 shares of common stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and related notes contained in Part I, Item 1 of this Quarterly Report. Please also refer to the note about forward-looking information for information on such statements contained in this Quarterly Report immediately preceding Part I, Item 1.

Overview

We were formed inon April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets on October 28, 2021 for cash consideration equal to $10,000 and have discontinued all operations related to our social media business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia.

Upon the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances, construction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding, separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density and metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing and sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process.

We operate an automotive shredder at our Kelford, North Carolina location and a second automotive shredder at our Carrollton, Virginia location is expected to come online in the ~~third~~second quarter of 2024. Our shredders are designed to produce a denser product and, in concert with advanced separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing to produce recycled steel products. In totality, this process reduces large metal objects like auto bodies into baseball-sized pieces of shredded recycled metal.

The shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal and residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number of additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly ~~aluminium~~aluminum), zurik (mainly stainless steel), and shredded insulated wire (mainly copper and ~~aluminium~~aluminum).

One of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our products to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability of our existing operations.

Empire is headquartered in Chesapeake, Virginia and employs ~~144~~150 people as of ~~August~~November 619, ~~2024~~2025.

Products and Services

Our main product is selling ferrous metal, which is used in the recycling and production of finished steel. It is categorized into heavy melting steel, plate and structural, and shredded scrap, with various grades of each of those categorizations based on the content, size and consistency of the metal. All of these attributes affect the metal’s value.

We also process nonferrous metals such as ~~aluminium~~aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products. Additionally, we sell the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious metals such as platinum, palladium and rhodium.

We provide metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers, and government organizations.

Pricing and Customers

Prices for our ferrous and nonferrous products are based on prevailing market rates and are subject to market cycles, worldwide steel demand, government regulations and policy, and supply of products that can be processed into recycled steel. Our main buyers adjust the prices they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis. We are usually paid for the scrap metal we deliver to customers within 14 days of delivery.

Based on any price changes from our customers or our other buyers, we in turn adjust the price for unprocessed scrap we pay suppliers in order to manage the impact on our operating income and cash flows.

The spread we are able to realize between the sales prices and the cost of purchasing scrap metal is determined by a number of factors, including transportation and processing costs. Historically, we have experienced sustained periods of stable or rising metal selling prices, which allow us to manage or increase our operating income. When selling prices decline, we adjust the prices we pay customers to minimize the impact to our operating income.

Sources of Unprocessed Metal

Our main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap metal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we pick it up and transport it from the supplier’s location. Currently, our operations and main suppliers are located in the Hampton Roads and northeastern North Carolina markets. InAs of the second quarter of 2023, wethe ~~are~~Company ~~expanding~~expanded our operations by opening a metal ~~recycling~~ recycling facility in Cleveland, Ohio.

Our supply of scrap metal is influenced by the overall health of economic activity in the United States, changes in prices for recycled metal, and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.

Competition

We compete with several large, well-financed recyclers of scrap metal, steel mills which own their own scrap metal processing operations, and with smaller metal recycling companies. Demand for metal products is sensitive to global economic conditions, the relative value of the U.S. dollar, and availability of material alternatives, including recycled metal substitutes. Prices for recycled metal are also influenced by tariffs, quotas, and other import restrictions, and by licensing and government requirements.

We aim to create a competitive advantage through our ability to process significant volumes of metal products and utilize the technology solutions, our use of processing and separation equipment, the number and location of our facilities, and the operating synergies we have been able to develop based on our experience.

For the Three Months Ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024

	For the three months ended June 30,
	For the three months ended March 31,
	2024			2023			$ Change			% Change
	2025			2024			$ Change			% Change
Revenue	$	7,~~881~~333,~~895~~710		$	98,~~416~~504,~~274~~777		$	(1,~~534~~171,~~379~~067	)		(1613.2977	)%
Gross Profit		23,~~283~~486,~~855~~663			3,~~298~~264,~~854~~261			(1222,~~014,999~~402	)		~~(30~~6.7781	)%
Operating Expenses		117,~~245~~368,~~027~~170			56,~~389~~075,~~131~~985			51,~~855~~292,~~896~~185			~~108~~21.6627	%
Loss from Operations		(83,~~961~~881,~~172~~507	)		(2,~~090~~811,~~277~~724	)		(61,~~870~~069,~~895~~783	)		~~328~~(38.7105	)%
Other Income (Expense)		16,284,495			(174,785	)		16,459,280			(9,416.87	)%
Other Expense		(784,232	)		(5,250,790	)		4,466,558			(85.06	)%
Net Loss Available to Common Stockholders	$	(437,~~807~~665,~~249~~703	)	$	(233,~~265~~460,~~062~~778	)	$	~~(41~~25,~~542~~795,~~187~~075	)		~~1,834~~(77.0409	)%

Revenues

For the three months ended ~~June~~March 3031, ~~2024~~2025, we generated $7,~~881~~333,~~895~~710 in revenues, as compared to $98,~~416~~504,~~274~~777 during the same period in ~~2023~~2024, a decrease of $1,~~534~~171,~~379~~067. This decrease was primarily due to ~~declines~~a decline in metal ~~and hauling~~ revenue.

Rental incomes ~~increased~~decreased by $26,~~910~~500 from $4130,~~590~~500, to $4424,~~500~~000, metal revenues fell $1,~~736~~822,~~719~~840 from $76,~~124~~220,~~618~~385 to $54,~~387~~397,~~899~~545, and hauling revenues ~~grew~~ grew $~~210~~658,~~200~~272 from $2,~~239~~253,~~184~~892 to $2,~~449~~912,~~384~~164, ~~and miscellaneous revenue fell $10,770 from $10,882 to $112,~~ during the three months ended ~~June~~ 30March 31, ~~2024~~2025 as compared to the same period in ~~2023~~2024.

Our cost of revenues decreased to $5,598,040 for the three months ended June 30, 2024 from $6,117,420 during the same period in 2023, a decrease of $519,380, primarily due to an increase in hauling costs.34

Our ~~gross~~cost ~~profit~~of ~~was~~revenues decreased to $23,~~283~~847,~~855~~047 ~~during~~for the three months ended ~~June~~March 3031, ~~2024,~~2025 ~~a decrease of $1,014,999~~ from $35,~~298~~240,~~854~~516 during the same period in ~~2023~~2024, a decrease of $1,393,469, primarily due to a ~~decline~~decrease in ~~margins on the Company’s~~ hauling ~~and metal revenue~~costs.

Our gross profit was $3,486,663 during the three months ended March 31, 2025, an increase of $222,402 from $3,264,261 during the same period in 2024 primarily due to an increase in margins on the Company’s hauling and metal revenue.

Operating Expenses

For the three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, our operating expenses were $117,~~245~~368,~~027~~170 and $56,~~389~~075,~~131~~985 respectively, an increase of $51,~~855~~292,~~896~~185. There was an increase in payroll and related expenses of $~~208~~236,~~544~~457 as payroll and related expenses were $1,~~705~~974,~~823~~485 for the three months ended ~~June~~March 3031, ~~2024~~2025 as compared to $1,~~497~~738,~~279~~028 for the same period in ~~2023 which was the result of expanding operations~~2024. Advertising expense ~~decreased~~increased by $1051,~~329~~025 to $053,399 for the three months ended ~~June~~March 3031, ~~2024~~2025 as compared to $ 102,~~329~~374 for the same period in ~~2023 as the Company focused on operations~~2024. Depreciation of fixed assets, along with amortization of intangible assets, increased by $~~301~~480,~~504~~428 to $12,~~652~~119,~~232~~243 for the three months ended ~~June~~March 3031, ~~2024~~2025 from $1,~~350~~638,~~728~~815 in ~~2023~~2024 as a result of the Company acquiring more fixed assets during fiscal year 2024 and first quarter 2025. There were hauling and equipment maintenance costs of $1,~~774,~~273,857 during the three months ended ~~June~~March 3031, ~~2024~~2025, as compared to $~~569~~601,~~416~~562 in ~~2023~~2024, an increase of $1672,~~204,857, due to the Company expanding its fleet of trucks~~295. Consulting, accounting, and legal expenses ~~increased~~decreased to $1523,~~621,874~~563 during the three months ended ~~June~~March 3031, ~~2024~~2025 from $~~202~~612,~~174~~271 during the same period in ~~2023~~2024, ana ~~increase~~decrease of $188,~~419,700~~708 as a result of the Company having significant corporate activity in 2024. There was a decrease in rent expenses as a result of the Company acquiring the equipment on certain properties, decreasing $~~189~~227,~~258~~183 from $1443,~~033,518~~872 during the three months ended ~~June~~March 3031, ~~2023~~2024 to $~~844~~261,~~260~~689 during the same period in ~~2024~~2025. There was ~~a stock based compensation of~~ $2100,~~716,008~~000 ~~during the three months ended June 30, 2024, as compared to $0 during the same period~~ in ~~2023,~~equity ~~an increase~~issued offor ~~$2,716,008~~services ~~primarily~~expense ~~related~~and ~~to the Company’s warrant exchange. There was~~ stock compensation ~~of $20,833~~ during the three months ended ~~June~~March 3031, ~~2024~~2025, as compared to $~~0 during the same period in 2023~~288,900 anand ~~increase of~~ $20,833 ~~primarily~~respectively ~~related~~during ~~to corporate~~the ~~branding~~same period in 2024.

Our other general and administrative expenses increased to $1,246,469 for the three months ended March 31, 2025 from $729,330 for the same period in 2024, an increase of $517,139 as a result of the Company’s growth initiatives.

~~Our~~The ~~other~~change ~~general~~in ~~and~~these ~~administrative~~expenditures resulted in our total operating expenses ~~increased~~increasing to $~~909~~7,~~724~~368,170 ~~for~~during the three months ended ~~June~~March 3031, 2025 ~~2024~~compared ~~from~~to $~~725~~6,~~687~~075,985 ~~for~~during the ~~same~~three ~~period in~~months ~~2023~~ended March 31, 2024, an increase of $~~184~~1,~~037~~292, ~~as a result of the Company better managing its overhead~~185.

The change in these expenditures resulted in our total operating expenses increasing to $11,245,027 during the three months ended June 30, 2024 compared to $5,389,131 during the three months ended June 30, 2023, an increase of $5,855,896.

Loss from Operations

Our loss from operations increased by $61,~~870~~069,~~895~~783 to $83,~~961~~881,~~172~~507 during the three months ended ~~June~~March 3031, ~~2023~~2025, from $2,~~090~~811,~~277~~724 during the three months ended ~~June~~March 3031, ~~2023~~2024 for the same reasons discussed above.

Other Income (Expense)

During the three months ended June 30, 2024, we generated other income of $16,284,495, as compared to other losses of $(174,785) for the same period in 2023, an increase of $16,459,280. There was a gain on settlement of non-convertible notes and advances of $1,056,962 and $0 for the three months ended June 30, 2024 and 2023, respectively. Interest expenses and amortization of debt discount increased to $(2,497,911) during the three months ended June 30, 2024 from $(891,849) during the three months ended June 30, 2023. Loss on conversion of convertible notes increased to $14,237,678 during the three months ended June 30, 2024 from $0 during the three months ended June 30, 2023. There was a gain on tax credit of $0 during the three months ended June 30, 2024, as compared to $717,064 during the same period in 2023. There was a loss on extinguishment of debt of $16,351,827 during the three months ended June 30, 2024, as compared to $0 during the same period in 2023. There was change of derivative liabilities of $48,314,949 during the three months ended June 30, 2024, as compared to $0 during the same period in 2023.

Deemed Dividend

During the three months ended June 30, 2024, there was a deemed dividend of $51,130,572 for the reduction of exercise price of warrants, as compared to $0 during the same period in 2023, a change of $51,130,572.

Net Loss Available to Common Stockholders

Our net loss was $43,807,249 during the three months ended June 30, 2024 as compared to $2,265,062 during the same period in 2023, a change of $41,542,187, for the reasons discussed above.

For the Six Months Ended June 30, 2024 and 2023

	For the six months ended June 30,
	2024			2023			$ Change			% Change
Revenue	$	16,386,672		$	18,459,696		$	(2,073,024	)		(11.23	)%
Gross Profit		5,548,116			8,025,465			(2,477,349	)		(30.87	)%
Operating Expenses		17,321,013			12,050,918			5,270,095			43.73	%
Loss from Operations		(11,772,897	)		(4,025,453	)		(7,747,444	)		192.46	%
Other Income (Expense)		11,033,706			(2,265,284	)		13,298,990			(587.08	)%
Net Loss Available to Common Stockholders	$	(77,268,027	)	$	(6,290,737	)	$	(70,977,290	)		1,128.28	%

Revenues

For the six months ended June 30, 2024, we generated $16,386,672 in revenues, as compared to $18,459,696 during the same period in 2023, a decrease of $2,073,024. This decrease was primarily due to a decline in metal revenue.

Rental incomes decreased $9,380 from $84,380 to $75,000, metal revenues fell $2,627,359 from $14,235,643 to $11,608,284, hauling revenues grew $591,113 from $4,112,163 to $4,703,276, and miscellaneous revenue fell $27,398 from $27,510 to $112, during the six months ended June 30, 2024 as compared to the same period in 2023.

Our cost of revenues increased to $404,325 for the six months ended June 30, 2024 from $10,434,231 during the same period in 2023, an increase of $10,838,556, primarily due to an increase in hauling costs.

Our gross profit was $5,548,116 during the six months ended June 30, 2024, a decrease of $2,477,349 from $8,025,465 during the same period in 2023 primarily due to a decline in margins on the Company’s hauling and metal revenue.

Operating Expenses

For the six months ended June 30, 2024 and 2023, our operating expenses were $17,321,013 and $12,050,918 respectively, an increase of $5,270,095. There was a decline in payroll and related expenses of $4,687 as payroll and related expenses were $3,443,851 for the six months ended June 30, 2024 as compared to $3,448,538 for the same period in 2023 which was the result of a reducing in overtime. Advertising expense decreased by $13,477 to $2,374 for the six months ended June 30, 2024 as compared to $15,851 for the same period in 2023 as the Company focused on operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $671,466 to $3,291,047 for the six months ended June 30, 2024 from $ 2,619,581 in 2023 as a result of the Company acquiring more fixed assets during fiscal year 2024. There were hauling and equipment maintenance costs of $2,375,835 during the six months ended June 30, 2024, as compared to $1,820,133 in 2023, an increase of $555,702, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses increased to $2,234,145 during the six months ended June 30, 2024 from $475,247 during the same period in 2023, an increase of $1,758,898 as a result of the Company having significant corporate activity in 2024. There was a decrease in rent expenses as a result of the Company acquiring the equipment on certain properties, decreasing $769,095 from $2,057,227 during the six months ended June 30, 2023 to $1,288,132 during the same period in 2024. There was stock based compensation of $3,004,909 during the six months ended June 30, 2024, as compared to $0 during the same period in 2023, an increase of $3,004,909 primarily related to the Company’s registered direct offerings. There was stock compensation of $41,666 during the six months ended June 30, 2024, as compared to $0 during the same period in 2023, an increase of $41,666 primarily related to corporate branding.

Our other general and administrative expenses increased to $1,639,054 for the six months ended June 30, 2024 from $1,614,341 for the same period in 2023, an increase of $24,713, as a result of the Company expanding its operations

The change in these expenditures resulted in our total operating expenses increasing to $17,321,013 during the three months ended June 30, 2024 compared to $12,050,918 during the six months ended June 30, 2023, an increase of $5,270,095.

Loss from Operations

Our loss from operations increased by $7,747,444 to $11,772,897 during the six months ended June 30, 2023, from $4,025,453 during the six months ended June 30, 2023 for the reasons discussed above.

Other Expense

During the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025, weour ~~generated~~ other ~~income~~expenses ofwere $11(784,~~033~~232),~~706,~~ as compared to ~~other losses of~~ $(25,~~265~~250,~~284~~790) for the same period in ~~2023~~2024, a decrease ~~change~~ of $134,~~298~~466,~~990~~558. There was a$0 in gain on settlement of non-convertible notes ~~and~~during ~~advances of $1,056,962 and $75,005 for~~ the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025, ~~and~~as compared ~~2023,~~to ~~respectively~~$24,198. Interest expenses and amortization of debt discount ~~increased~~decreased to $(4810,~~692,140~~853) during the ~~six~~three months ended ~~June 30~~March 31, ~~2024~~2025 from $(32,~~057~~194,~~353~~229) during the ~~six~~three months ended ~~June~~March 3031, ~~2023~~2024. Expense for warrants issued for financing ~~increased~~decreased to $~~(3,082,109)~~0 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 from $03,029,927 during the ~~six~~three months ended ~~June~~March 3031, ~~2023~~2024. ~~Loss~~ Gain on conversion of convertible notes ~~increased~~decreased to $~~(14,213,480)~~0 ~~during the six months ended June 30, 2024~~ from $024,198 during the ~~six~~three months ended ~~June~~March 3031, ~~2023~~2024. Other income increased to $126,~~351~~621 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 from $~~0 during the six months ended June 30~~1, ~~2023. There was a gain on tax credit of $0 during the six months ended June 30, 2024, as compared to $717,064 during the same period in 2023. There was a loss on extinguishment of debt of $16,~~351~~,827~~ during the ~~six~~three months ended ~~June~~March 3031, 2024~~, as compared to $0 during the same period in 2023~~. ~~There was change of derivative liabilities of $48,314,949 during the six months ended June 30, 2024, as compared to $0 during the same period in 2023.~~

Deemed Dividend

During the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025, there was a deemed dividend of $522,~~574~~999,~~896~~964 for the reduction of exercise price of warrants, as ~~compared~~ compared to $01,444,324 during the same period in ~~2023~~2024, a change of $521,~~574~~555,~~896~~640.

During the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025, there was a deemed dividend of $~~23,953,940~~0 for the reduction of the conversion price of a debt note, as as compared to $023,953,940 during the same period in ~~2023~~2024, a change of $23,953,940.

Net Loss Available to Common Stockholders

Our net loss was $777,~~268~~665,~~027~~703 during the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 as compared to $633,~~290~~460,~~737~~778 during the same period in ~~2023~~2024, a ~~change~~reduction of $7025,~~977~~795,~~290~~075, for the reasons discussed above.

Liquidity and Capital Resources

Net cash used in operating activities for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 was $144,~~084~~161,~~802~~414 as compared to ~~cash generated by operating activities of~~ $13,~~053~~460,~~796~~823 for the ~~six~~three months ended ~~June~~March 3031, ~~2023~~2024. For the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025, ~~net~~the cash flows used in operating activities ~~was~~were driven by a net loss of $~~739~~4,~~191~~665, ~~depreciation and amortization of $3~~739,~~291,047,~~ amortization of right of use assets ~~(related-party)~~ of $4980,~~960~~004, ~~amortization~~depreciation ofand ~~right~~amortization of ~~use assets of~~ $~~104~~2,~~935~~119, ~~loss on conversion of debt of $14~~243,~~213,480,~~ ~~stock~~increase ~~based~~in ~~compensation of $41,666, equity issued for warrant inducement of $3,029,927, loss on extinguishment of debt of $16,351,827, warrants issued for financing of $3,004,909, payment of~~ due to related parties of $5256,~~652~~840,~~583, increase~~ ofdecrease in prepaid expenses of $~~499~~633,~~079~~136, ana ~~increase~~decrease of accounts payable and accrued expenses of $1705,~~143~~606,~~496, change in fair~~ ~~value of derivative liabilities of $48,314,949,~~ a decrease in operating lease liabilities of $~~129~~61,~~118~~764, astock ~~gain~~based oncompensation ~~the settlement~~ of ~~non-convertible notes payable and advances of~~ $1100,~~056~~000,~~962,~~ interest and ~~amortization~~ amortization of debt discount of $4810,~~692~~853,~~140,~~ an increase in accounts receivable of $~~301~~1,~~210~~023,478, and anincreases ~~increase~~ in inventories of ~~$922,974,~~ ~~accrued payroll and related expenses of~~ $~~105~~1,~~131~~665,367. For the ~~six~~ three months ended ~~June~~March 3031, ~~2023~~2024, the cash flows ~~generated~~used by in operating activities were driven by a net loss of $68,~~290~~062,~~737~~514, amortization of right of use assets (related-party) of $124,~~140~~980,~~331,~~ amortization of right of use assets of $~~184~~48,~~757~~935, depreciation and amortization of $21,~~619~~638,~~581~~815, decrease of due to related parties of $1903,~~608~~462,~~189,~~ ~~increase~~decrease of prepaid expenses of $~~596~~113,~~646~~261, ana ~~increase~~decrease of accounts payable and accrued expenses of $~~503~~1,~~252~~649,694, a decrease in operating lease liabilities of $4025,~~425~~385, a decrease in operating lease liabilities (related-party) of $139,~~269~~791,~~496,~~ astock ~~gain~~based oncompensation ~~the settlement~~ of ~~non-convertible~~$309,773, ~~notes~~equity ~~and~~issued ~~accrued~~for ~~interest~~warrant inducement of $753,~~005~~029,927, interest and amortization of debt discount of $32,~~057~~194,~~053~~229, ~~a increase~~gain inon ~~accounts~~the ~~receivable~~conversion of notes of $1124,~~301~~198, ~~decrease~~an increase in ~~inventories~~accounts receivable of $70296,~~037~~832, ~~increase~~shares inissued ~~security~~for financing ~~deposit~~ of $2552,~~000~~183, and ~~accrued payroll~~increases ~~and~~in ~~related~~inventories ~~expenses~~ of $~~179~~199,~~206~~791.

Net cash used in investing activities was $2(58,~~560,135~~500) and $~~826,422~~0 for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. For the ~~six~~ three months ended ~~June~~March 3031, ~~2024~~2025, there was cash used in the purchase of equipment of $2210,~~560,135.~~500 ~~For~~and ~~the six months ended June 30, 2023, there was~~ cash ~~used~~received infor the ~~purchase~~disposal of ~~equipment~~ assets of $~~826~~152,~~422~~000.

34Net cash provided by financing activities was $7,145,205 during the three months ended March 31, 2025, as compared to $2,627,882 during the three months ended March 31, 2024. During the three months ended March 31, 2025, there were proceeds from sales of common stock and warrants of $9,143,806, cash received for shares still held in abeyance of $1,334,800, bank overdrafts of $227,806, repayment of non-convertible notes of $1,261,207, and repayment of non-convertible notes payable - related party of $2,300,000. During the three months ended March 31, 2024, there were proceeds from warrant exercises, bank overdrafts, factoring advances of $2,574,679, $179,501 and $2,843,950, respectively, while there were repayments of factoring advances, convertible notes, and non-convertible notes of $1,016,389, $1,497,083, and $456,776, respectively.

Net cash provided by financing activities was $39,401,892 during the six months ended June 30, 2024, as compared to cash used in financing activities of $854,564 during the six months ended June 30, 2023. During the six months ended June 30, 2024, the Company received $2,843,950 from the issuance of factoring advances, $40,369,116 from the sale of common stock with warrants, $2,834,632 from warrant exercises, and $235,584 from bank overdrafts, while utilizing $1,845,919 in the repayment of non-convertible notes, $3,538,388 for the repayment of factoring advances, and $1,497,083 for the repayment of convertible notes. During the six months ended June 30, 2023, the Company received $3,746,109 from the issuance of factoring advances and $1,000,000 from the issuance of non-convertible notes, while utilizing $1,301,846 in the repayment of non-convertible notes, utilizing $4,298,827 for the repayment of factoring advances And bank overdrafts of $180,337.

Capital Resources

As of ~~June~~March 3031, ~~2024~~2025, we had cash on hand of $245,~~303~~501,~~114~~755. We currently have no external sources of liquidity such as arrangements with credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Required Capital over the Next Fiscal Year

If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Contractual Obligations

Our contractual obligations are included in our notes to the ~~unaudited~~ condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q. To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.

Recent Developments

The Company has entered into several material agreements during the most recent fiscal quarter. References in this section to any of our contracts or other documents are not necessarily complete, and each such reference is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the relevant Current Report on Form 8-K.

~~On July 19, 2024,~~Registered ~~the~~Direct ~~Company~~Offering ~~held a special meeting of stockholders at which stockholders approved (i) the adoption of an amendment to the Company’s Amended~~ and ~~Restated~~Concurrent ~~By-laws~~Private to decrease the number of shares of Common Stock needed to establish a quorum for meetings of stockholders; (ii) amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of the Company’s Common Stock available and reserved for issuance thereunder to 3,000,000, subject to certain conditions; and (iii) the issuance of warrants to purchase up to an aggregate of 3,104,382 shares of Common Stock, and the issuance of the shares of Common Stock issuable upon the exercise of such warrants, in accordance with Nasdaq Listing Rule 5635(d).Placement

On January 13, 2025, the Company entered into a securities purchase agreement with institutional and accredited investors pursuant to which the Company agreed to sell 68,585 shares of its common stock at a price of $58.32 per share, together with accompanying warrants to purchase an equal number of shares of common stock. The gross proceeds from this offering are approximately US$4.0 million before deducting the financial advisor’s fees and other estimated offering expenses. The warrants are exercisable at $58.32 per share and expire five years from the date of the stockholder approval for their issuance. Participating investors agreed to a prohibition on short sales of the Company’s common stock while they hold the warrants. The offering was effected under the Company’s shelf registration statement.

Notice of Delinquency from Nasdaq – Q1 Form 10-Q

On May 23, 2025, the Company received a staff determination letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (Nasdaq) notifying the Company that it had not filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Q1 10-Q”) and therefore was not in compliance with Nasdaq Listing Rule 5250(c)(1). The Company was advised that it had 60 calendar days to submit a plan to regain compliance. If accepted, Nasdaq may grant an exception of up to 180 calendar days from the original filing due date — which would correspond to a compliance deadline of November 17, 2025. The Company intends to submit such plan but there is no assurance the plan will be accepted or that the Company will achieve compliance within the timeframe.

Notice of Additional Delinquency from Nasdaq – Q2 Form 10-Q

On August 22, 2025, the Company received an additional delinquency notification letter from Nasdaq because the Company had failed to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (“Q2 10-Q”), together with the previously delayed Q1 10-Q. The notice states that the Company must submit an updated plan to Nasdaq by September 8, 2025 to regain compliance with Listing Rule 5250(c)(1). If the revised plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the original filing due date of the Q1 10-Q (i.e., until November 17, 2025). While the notice has no immediate effect on the listing of the Company’s securities (which continue to trade on The Nasdaq Capital Market under the symbol “GWAV”), it underscores the risk of potential delisting if the Company cannot regain compliance.

Resolution of Minimum Bid Price Deficiency

As previously reported by the Company, on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The Notice indicated that the Company has 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement. On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A). On August 13, 2025, the Company’s shareholders approved at its 2025 annual meeting a proposal granting the Board discretionary authority to effect one or more consolidation of the issued and outstanding shares of common stock of the Company, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-150. On August 20, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.001 per share, in the ratio of 1-for-110 (the “Reverse Stock Split”), which was effective at 5:00 p.m., eastern time, on August 22, 2025. The common stock began trading on a split-adjusted basis at the market open on Monday, August 25, 2025. On September 9, 2025, the Company received formal notice from the staff of the Listing Qualifications Department of Nasdaq that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). As a result, listing matter was closed.

Critical Accounting Policies and Estimates

For a discussion of our accounting policies and related items, please see the notes to the condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

As a “smaller reporting company” we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~Pursuant~~Management, ~~to Rules 13a-15(b) and 15-d-15(b)~~ under the ~~Exchange~~supervision ~~Act,~~and ~~we carried out an evaluation,~~ with the participation of ~~our~~the ~~management, including our~~ Chief Executive Officer ~~(“CEO”)~~ and ~~Interim~~ Chief Financial Officer, ~~(“CFO”)~~have ofconducted ~~the~~an ~~effectiveness of our disclosure~~evaluation ~~controls and procedures as~~ of the ~~end~~effectiveness of the ~~period~~design ~~covered~~and byoperation ~~this~~of ~~Quarterly~~our ~~Report. The term “~~disclosure controls and procedures,” (as defined ~~under~~in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,). ~~means~~Disclosure controls and ~~other~~ procedures ~~of a company that~~ are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to ~~the~~our ~~company’s~~ management, including ~~its~~ our principal executive and principal financial ~~officer~~officers, as appropriate to allow timely decisions regarding required disclosure. Based ~~upon~~ ~~such~~on that evaluation, our ~~CEO~~Chief Executive Officer and ~~CFO~~our Chief Financial Officer, concluded that ~~our~~as ~~disclosure~~of ~~controls~~the ~~and~~end ~~procedures~~of asthe ofperiod ~~June~~covered 30by this Quarterly Report, ~~2024~~(i) the Company’s disclosure controls and procedures were not effective ~~(at~~to ensure that material information relating to the Company is recorded, processed, summarized, and reported awithin ~~reasonable~~the ~~assurance~~time ~~level~~periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), ~~due~~and (ii) the Company’s controls and procedures have not been designed to ~~identified~~ensure ~~control~~that ~~deficiencies~~information ~~regarding~~required to be disclosed by the ~~lack~~Company in ofthe ~~segregation~~reports that it files or submits under the Securities Exchange Act of ~~duties~~1934, as amended, is accumulated and communicated to the Company’s ~~need~~management, ~~for~~including aits ~~stronger~~principal executive and principal financial officers, or persons performing similar functions, ~~internal~~as ~~control~~appropriate ~~environment~~to allow timely decisions regarding required disclosure.

To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles in the U.S. Accordingly, management believes that the financial statements included in this Quarterly Report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Our principal executive officer and principal financial officer do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (issued in 2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Based upon the assessments, management has concluded that as of June 30, 2024, there was a material weakness in our internal control over financial reporting due to the fact that we did not have an adequate process established to ensure appropriate levels of review of accounting and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a timely fashion.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. To remediate our material weaknesses, we plan to appoint additional qualified personnel with the requisite knowledge to improve the levels of review of accounting and financial reporting matters; however, such remediation efforts are largely dependent upon our securing additional financing or generating significant revenue to cover the costs of implementing the changes required.

Until we remediate our material weakness in internal control over financial reporting such weaknesses could result in material misstatements in our financial statements not being prevented or detected.

Inherent Limitations on Effectiveness of Controls and Procedures

The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s internal control over financial reporting will prevent or detect all errors and all fraud. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s CEO and CFO has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.

Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of June 30, 2024, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

This Quarterly Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Quarterly Report.

Changes in Internal Control over Financial Reporting

~~During~~There ~~the~~has ~~most~~been ~~recent~~no ~~fiscal~~change ~~quarter,~~in ~~the~~our ~~Company~~internal ~~began~~control ~~hiring~~over ~~additional~~financial ~~accounting~~reporting, ~~personnel~~as todefined ~~enhance~~in ~~its~~Rules ~~segregation~~13a-15(f) of ~~duties~~the ~~and~~Exchange ~~establishment~~Act, during the quarter ofended ~~procedures~~March in31, an2025, ~~effort~~that tohas ~~ensure~~materially ~~appropriate~~affected, ~~levels~~or ofis ~~review~~reasonably oflikely ~~accounting~~to ~~and~~materially ~~financial~~affect, ~~reporting~~our ~~matters~~internal control over financial reporting.

~~PART II – OTHER INFORMATION~~37

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As disclosed in Note 1311 –- Commitments and Contingencies to the Company’s Condensed Consolidated Financial Statements, the Company is engaged in certain legal matters and there have been no material developments ~~since June 30, 2024~~ with respect to our legal proceedings, except as described in Note 1311 –- Commitments and Contingencies. The disclosures set forth in Note 13 –11 - Commitments and Contingencies relating to certain legal matters are incorporated herein by reference.

ITEM 1A. RISK FACTORS

As a “smaller reporting company,” we are not required to provide the information required by this Item 1A. Please see the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 as filed with the SEC on April 1615, ~~2024~~2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~April Registered Direct Offering~~None.

On April 22, 2024, we entered into a securities purchase agreement (the “April RD Purchase Agreement”) with certain of the Selling Stockholders, pursuant to which, we sold, and such Selling Stockholders purchased, an aggregate of 300,397 shares of common stock, in a registered direct offering, and accompanying April RD Warrants to purchase up to 300,397 shares of common stock in a concurrent private placement, for gross proceeds of $5,258,340, before deducting the financial advisor’s fees and other estimated offering expenses (the “Offering”). The purchase price for each share and the accompanying April RD Warrant was $17.51. The transaction closed on April 24, 2024. In addition, in connection with the Offering, we issued 25,186 April FA Warrants to Dawson James Securities, LLC and its designees in connection with their services as financial advisor.

On June 10, 2024, as a result of the reverse-split adjustment contained in the April RD Warrants and April FA Warrants, the number of shares underlying the warrants increased to 4,556,903 and 477,573 shares, respectively, while the exercise price of these warrants was reduced to $2.9664 per share, subject to shareholder approval. On June 10, 2024, as a result of the price protection provisions contained in the April RD Warrants and April FA Warrants and due to the issuance of the May RD Warrants, the exercise price of these warrants was reduced to $2.91 per share.

The April FA Warrants have generally the same terms and conditions as the April RD Warrants, except that the April FA Warrants will have a term of five years from the commencement of sales.

May Registered Direct Offering

On May 16, 2024, we entered into a securities purchase agreement (the “May RD Purchase Agreement”) with certain of the Selling Stockholders, pursuant to which, we sold, and such Selling Stockholders purchased, an aggregate of 2,803,985 shares of common stock, in a registered direct offering, and accompanying May RD Warrants to purchase up to 2,803,985 shares of common stock in a concurrent private placement, for gross proceeds of $21,871,000.06, before deducting the financial advisor’s fees and other estimated offering expenses (the “Offering”). The purchase price for each share and the accompanying May RD Warrant was $7.80. The transaction closed on May 20, 2024. In addition, in connection with the Offering, we issued 49,257 May FA Warrants to Dawson James Securities, LLC and its designees in connection with their services as financial advisor.

On June 10, 2024, as a result of the reverse-split adjustment contained in the May RD Warrants and May FA Warrants, the number of shares underlying the warrants increased to 14,178,680 and 311,342 shares, respectively, while the exercise price of these warrants was reduced to $2.9664 per share, subject to shareholder approval. On June 10, 2024, as a result of the price protection provisions contained in the May RD Warrants and May FA Warrants and due to the issuance of the May RD Warrants, the exercise price of these warrants was reduced to $2.91 per share.

The May FA Warrants have generally the same terms and conditions as the May RD Warrants, except that the May FA Warrants will have a term of five years from the commencement of sales.

June Registered Direct Offering

On June 10, 2024, we entered into a securities purchase agreement (the “June RD Purchase Agreement”) with certain of the Selling Stockholders, pursuant to which, we sold, and such Selling Stockholders purchased, an aggregate of 5,044,885 shares of common stock, in a registered direct offering, and accompanying June RD Warrants to purchase up to 5,044,885 shares of common stock in a concurrent private placement, for gross proceeds of $15,311,225.98, before deducting the placement agent’s fees and other estimated offering expenses (the “Offering”). The purchase price for each share and the accompanying June RD Warrant was $3.035. The transaction closed on June 11, 2024. In addition, in connection with the Offering, we issued 504,489 June FA Warrants to Dawson James Securities, LLC and its designees in connection with their services as placement agent.

The June RD Warrants are exercisable on or after the date of stockholder approval and have an exercise price of $2.91 per share. The June RD Warrants will expire five years from the date we obtain stockholder approval for the issuance of the June RD Warrants and the shares issuable upon exercise of the June RD Warrants. Each June RD Warrant is subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions. The June RD Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the shares issuable upon exercise of the June RD Warrants.

The June FA Warrants have generally the same terms and conditions as the June RD Warrants, except that the June FA Warrants will have a term of five years from the commencement of sales.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~Form 8-K Disclosures

~~ITEM~~We 6are providing the following disclosures in lieu of filing a Current Report on Form 8-K relating to Item 5.02 ~~EXHIBITS~~(“Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers”).

~~(b)~~Jason ~~Exhibit~~Adelman ~~Index~~Resignation

		Incorporated by Reference
No.	Description	Form	Filing Number	Exhibit	Filing Date
31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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).

On April 10, 2025, Jason Adelman provided the Board with his formal resignation from the Board and all committees thereof, effective immediately. Mr. Adelman was a member of the Board’s Compensation, Audit, and Nomination and Corporate Governance Committees. Mr. Adelman’s decision to resign was not due to any disagreement with our Company on any matter relating to our operations, policies or practices (financial or otherwise).

*	Filed or furnished herewith.
+	Attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the U.S. Securities and Exchange Commission.
**	Agreement with management or compensatory plan or arrangement

Isaac Dietrich Termination

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

Rule 10b5-1 Trading Arrangement

During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Quarterly Report:

(1) Financial Statements

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

(2) Financial Statement Schedules.

No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the financial statements or the notes thereto.

(3) List of Exhibits.

			Incorporated by Reference
No.	Description	Form	File No.	Exhibit	Filing Date
2.1	Plan of Reorganization, dated March 18, 2014.	S-1	333-196735	2.1	June 13, 2014
2.2	Agreement and Plan of Merger between MassRoots, Inc., Empire Merger Corp., Empire Services, Inc. and Danny Meeks, as the sole shareholder, dated September 30, 2021	8-K	000-55431	10.1	October 6, 2021
3.1	Second Amended and Restated Certificate of Incorporation of the Registrant	8-K/A	000-55431	3.1	June 19, 2018
3.2	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation effective September 30, 2021, field with the Secretary of State on September 30, 2021	8-K	000-55431	3.1	October 6, 2021
3.3	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant	8-K	000-55431	3.1	February 25, 2022
3.4	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant	8-K	000-55431	3.2	February 25, 2022
3.5	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant	8-K	001-41452	3.1	June 3, 2024

3.6	Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock.	8-K	000-55431	3.1	April 2, 2024
3.7	Certificate of Elimination relating to the Series D Preferred Stock, dated May 29, 2024	8-K	001-41452	3.1	June 3, 2024
3.8	Certificate of Designations, Preferences and Rights of Series A-1 Preferred Stock of Greenwave Technology Solutions, Inc., dated November 13, 2024	8-K	001-41452	3.1	November 18, 2024
3.9	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation filed August 20, 2025	8-K	001-41452	3.1	August 25, 2025
3.10	Amended and Restated Bylaws of the Registrant.	8-K	001-41452	3.1	November 29, 2022
3.11	Amendment No. 1 to the Amended and Restated Bylaws of the Registrant	DEF 14A	001-41452	Appendix A	June 3, 2024
4.1	Form of Common Stock Certificate.	S-1	333-196735	4.1	June 13, 2014
4.2	Description of Registrant’s Securities	10-K	001-41452	4.2	March 31, 2023
4.3	Form of Warrant dated July 2023	8-K	000-55431	4.1	August 3, 2023
4.4	Form of Senior Note dated July 2023	8-K	000-55431	4.2	August 3, 2023
4.5	Form of Secured Promissory Note dated July 31, 2023. Issued to DWM Properties LLC	8-K	000-55431	4.3	August 3, 2023
4.6	Form of Warrant issued to Purchasers, dated August 2023	8-K	000-55431	4.1	August 21, 2023
4.7	Form of Placement Agent Warrant, dated August 2023	8-K	000-55431	4.2	August 21, 2023
4.8	Form of Warrant	8-K	000-55431	4.1	December 6, 2021
4.9	Form of Senior Note	8-K	000-55431	4.2	December 6, 2021
4.10	Form of Inducement Warrant	8-K	001-41452	4.1	March 18, 2024
4.11	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	April 22, 2024
4.12	Form of Financial Advisor Warrant	8-K	001-41452	4.2	April 22, 2024
4.13	Amendment to Senior Secured Convertible Promissory Note, dated as of May 3, 2024, by and among Greenwave Technology Solutions, Inc. and the Holders party thereto.	8-K	001-41452	4.1	May 3, 2024
4.14	Waiver Agreement, dated as of May 9, 2024, by and among Greenwave Technology Solutions, Inc. and the Purchasers party thereto.	8-K	001-41452	4.1	May 9, 2024
4.15	Form of Warrant issued to Purchasers	10-Q	001-41452	4.1	May 20, 2024
4.16	Form of Financial Advisor Warrant	10-Q	001-41452	4.2	May 20, 2024
4.17	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	June 11, 2024
4.18	Form of Placement Agent Warrant	8-K	001-41452	4.2	June 11, 2024
4.19	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	January 13, 2025
4.20	Form of Placement Agent Warrant	8-K	001-41452	4.2	January 13, 2025
4.21	Form of Warrant Amendment entered into with Existing Holders	8-K	001-41452	4.3	January 13, 2025
4.22	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	February 11, 2025
4.23	Form of Placement Agent Warrant	8-K	001-41452	4.2	February 11, 2025
4.24	Promissory Note, dated as of December 2, 2024, issued to DWM Properties LLC	8-K	001-41452	4.1	December 2, 2024

10.1+	2014 Stock Incentive Plan and form of agreements thereunder.	S-1	333-196735	10.12	June 13, 2014
10.2+	2015 Stock Incentive Plan and form of agreements thereunder.	10-K	333-196735	10.12	March 30, 2016
10.3+	2016 Stock Incentive Plan and form of agreements thereunder.	8-K	000-55431	4.1	September 23, 2016
10.4+	2017 Equity Incentive Plan and form of agreements thereunder.	DEF 14C	000-55431	Appendix A	December 9, 2016
10.5+	2018 Equity Incentive Plan and form of agreements thereunder.	DEF 14A	000-55431	Appendix B	May 11, 2018
10.6+	2021 Equity Incentive Plan and form of agreements thereunder.	DEF 14A	000-55431	Appendix C	July 12, 2021
10.7+	2022 Equity Incentive Plan and form of agreements thereunder	DEF 14A	001-41452	Appendix A	October 11, 2022
10.8+	2023 Equity Inventive Plan and form of agreements thereunder	DEF 14A	001-41452	Appendix A	August 31, 2023
10.9+	2024 Equity Inventive Plan and form of agreements thereunder.	DEF 14A	001-41452	Appendix A	April 11, 2024
10.10+	Amendment No. 1 to the 2024 Equity Inventive Plan	DEF 14A	001-41452	Appendix B	June 3, 2024
10.11	Form of Amended and Restated Simple Agreement for Future Tokens.	S-1	333-223038	10.27	February 14, 2018
10.12+	Employment Agreement by and between the Company and Danny Meeks	8-K	000-55431	10.2	October 6, 2021
10.13	Securities Purchase Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.1	December 6, 2021
10.14	Pledge and Security Agreement, dated November 30, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.2	December 6, 2021
10.15	Registration Rights Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.3	December 6, 2021
10.16	Form of Exchange Agreement	8-K/A	000-55431	10.1	April 2, 2024
10.17	Purchase Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.1	August 3, 2023
10.18	Security Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.2	August 3, 2023
10.19	Registration Rights Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.3	August 3, 2023
10.20	Bill of Sale, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and DWM Properties LLC	8-K	000-55431	10.4	August 3, 2023
10.21	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto.	8-K	000-55431	10.1	August 21, 2023
10.22	Form of Inducement Letter	8-K	000-55431	10.1	March 18, 2024
10.23	FormofSecuritiesPurchaseAgreementbetween Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	April 22, 2024
10.24	Form of Exchange Agreement	8-K	001-41452	10.2	April 22, 2024
10.25	Form of Voting Agreement	8-K	001-41452	10.3	April 22, 2024
10.26	Form of Exchange Agreement	8-K	001-41452	10.1	May 16, 2024
10.27	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	10-Q	001-41452	10.1	May 20, 2024
10.28	Form of Securities Purchase Agreement, dated as of June 10, 2024, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	June 11, 2024
10.29	Contract of Sale, dated as of December 2, 2024, by and among, DWM Properties LLC, KPAJ, LLC, OceanaSalvage Properties, L.L.C., as Sellers, and Greenwave Technology Solutions, Inc.	8-K	001-41452	10.1	December 2, 2024
10.30	Form of Securities Purchase Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	January 13, 2025
10.31	Form of Exchange Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the June Holders signatory thereto	8-K	001-41452	10.2	January 13, 2025
10.32	Form of Voting Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the signatory thereto	8-K	001-41452	10.3	January 13, 2025
10.33	Form of Securities Purchase Agreement, dated as of February 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	February 11, 2025
19.1*	Insider Trading Policy
21.1*	Subsidiaries of the Registrant
31.1*	Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a).
31.2*	Chief Financial Officer Certification pursuant to Rule 13a- 14(a)/15d-14(a).
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1	Compensation Recovery Policy	10-K	001-41452	10.54	April 16, 2024

* filed herewith.

Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

+ Denotes a management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GREENWAVE TECHNOLOGY SOLUTIONS, INC.
Date: August 16, 2024	By:	/s/ Danny Meeks
Date: November 19, 2025	By:	/s/ Danny Meeks
		Danny Meeks, Chief Executive Officer (Principal Executive Officer)
		Danny Meeks, Chief Executive Officer
Date: August 16, 2024	By:	/s/ Isaac Dietrich
		(Principal Executive Officer)
		Isaac Dietrich, Chief Financial Officer (Principal Financial and Accounting Officer)
Date: November 19, 2025	By:	/s/ Danny Meeks
		Danny Meeks, Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

4042

Filing Compare · Greenwave Technology Solutions, Inc.