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 quarterly period ended ~~September~~June 30, ~~2021~~2022

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

For the transition period from ___________to ____________

Commission File Number 000-55431

~~MASSROOTS, INC.~~

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(f/k/a MassRoots, 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.)

277 Suburban Drive, Suffolk, VA		23434
(Address of principal executive offices)		(Zip code)

~~(303) 816-8070~~(757)966-1432

(Registrant’s telephone number, including area code)

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

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 ~~November 22, 2021,~~August 8, 2022, there were ~~994,871,337~~10,237,317 shares of the registrant’s common stock issued and outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	ITEM 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	1
		Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	2
		Condensed Consolidated Statements of Stockholders’ ~~Deficit~~Equity (Deficit) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	3
		Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	5
		Notes to Condensed Consolidated Financial Statements (unaudited)	6
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3033
	ITEM 4.	Controls and Procedures	3133

PART II. OTHER INFORMATION			3234
	ITEM 1.	Legal Proceedings	3234
	ITEM 1A.	Risk Factors	3234
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3234
	ITEM 3.	Defaults Upon Senior Securities	3234
	ITEM 4.	Mine Safety Disclosures	3234
	ITEM 5.	Other Information	3234
	ITEM 6.	Exhibits	3335
	SIGNATURES		3436

~~-i-~~

-i-

FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q may be “forward-looking statements.”

Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and “would.” These statements are based on current expectations, estimates and projections about our business based in part on assumptions made by management. 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.

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.

~~-ii-~~

-ii-

PART I. FINANCIAL INFORMATION

~~ITEM 1. FINANCIAL STATEMENTS~~GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(FORMERLY MASSROOTS, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2022			2021
	(Unaudited)

ASSETS
Current assets:
Cash	$	1,040,169		$	2,958,293
Inventories		503,156			381,002
Accounts receivable		82,925			-
Prepaid expenses		70,109			-
Total current assets		1,696,358			3,339,295

Property and equipment, net		6,018,048			2,905,037
Operating lease right of use assets, net - related party		3,701,326			3,479,895
Operating lease right of use assets, net		302,474			140,628
Licenses, net		19,678,450			20,742,150
Customer list, net		2,071,075			2,183,025
Intellectual property, net		2,580,600			2,884,200
Goodwill		2,499,753			2,499,753
Security deposit		1,150			3,587

Total assets	$	38,549,234		$	38,177,570

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	4,565,929		$	2,773,894
Accrued payroll and related expenses		3,920,051			4,001,470
Contract liabilities		98,000			25,000
Advances		97,000			97,000
Non-convertible notes payable, current portion, net of unamortized debt discount of $47,857 and $11,724, respectively		267,720			228,276
Derivative liabilities		-			44,024,242
Convertible notes payable, net of unamortized debt discount of $0 and $31,255,497, respectively		37,714,966			6,459,469
Due to related parties		-			122,865
Operating lease obligations, current portion - related party		2,742,140			1,987,752
Operating lease obligations, current portion		111,876			43,020
Environmental remediation		-			22,207
Total current liabilities		49,517,682			59,785,195

Operating lease obligations, less current portion - related party		1,066,131			1,427,618
Operating lease obligations, less current portion		211,440			288,108
Non-convertible notes payable, net of unamortized debt discount of $173,139 and $289, respectively		652,901			24,711
Total liabilities		51,448,154			61,525,632

Commitments and contingencies (See Note 9)

Stockholders’ equity:
Preferred stock - 10,000,000 shares authorized:
Preferred stock - Series Z, $0.001 par value, $20,000 stated value, 500 shares authorized; 500 and 500 shares issued and outstanding, respectively		1			1
Common stock, $0.001 par value, 1,200,000,000 and 500,000,000 shares authorized; 3,340,416 and 3,331,916 shares issued and outstanding, respectively		3,340			3,332
Common stock to be issued, 0 and 8,500 shares, respectively		-			8
Additional paid in capital		304,818,048			275,058,282
Discount on preferred stock		-			-
Accumulated deficit		(317,720,309	)		(298,409,685	)
Total stockholders’ equity (deficit)		(12,898,920	)		(23,348,063	)

Total liabilities and stockholders’ equity	$	38,549,234		$	38,177,570

September 30, December 31,
2021 2020
(unaudited)
ASSETS
Current assets:
Cash $ 1,082 $ 1,485
Prepaid expenses - 97,132
Total current assets 1,082 98,617

Total assets $ 1,082 $ 98,617

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses $ 4,218,421 $ 4,948,890
Accrued payroll and related expenses 4,037,298 3,864,055
Deferred revenue 25,000 -
Advances 122,000 88,187
Non-convertible notes payable, current portion, net of debt discount of $15,862 and $0, respectively 1,759,589 159,520
Derivative liabilities 4,289,634 25,475,514
Convertible notes payable 3,063,970 3,186,303
Total current liabilities 17,515,912 37,722,469

Non-convertible notes payable, net of debt discount of $1,636 and $0, respectively 128,857 60,000
PPP note payable - 50,000
Total liabilities 17,644,769 37,832,469

Commitments and contingencies (See Note 8)

Stockholders' deficit:
Preferred stock - 10,000,000 shares authorized:
Preferred stock - Series X, $0.0001 par value, $20,000 stated value, 100 shares authorized; 26.05 and 16.05 shares issued and outstanding, respectively - -
Preferred stock - Series Y, $0.001 par value, $20,000 stated value, 1,000 shares authorized; 720.515674 and 654.781794 shares issued; 720.515674 and 626.995464 shares outstanding, and 0 and 27.78633 to be issued, respectively 1 1
Preferred stock - Series Z, $0.001 par value, $20,000 stated value, 500 shares authorized; 500 and 0 shares issued; 0 and 0 shares outstanding, and 500 and 0 to be issued, respectively 1 -
Preferred stock - Series C, $0.001 par value, 1,000 shares authorized; 1,000 shares issued and outstanding 1 1
Preferred stock - Series A, $0.001 par value, 6,000 shares authorized; 0 shares issued and outstanding - -
Preferred stock - Series B, $0.001 par value, 2,000 shares authorized; 0 shares issued and outstanding - -
Common stock, $0.001par value, 1,200,000,000 shares authorized; 499,871,337 and 493,726,405 shares issued and outstanding, respectively 499,871 493,727
Common stock to be issued, 906,373,564 and 907,379,814 shares, respectively 906,374 907,380
Additional paid in capital 299,667,352 283,024,527
Discount on preferred stock - (20,973,776 )
Accumulated deficit (318,717,287 ) (301,185,712 )
Total stockholders' deficit (17,643,687 ) (37,733,852 )

Total liabilities and stockholders' deficit $ 1,082 $ 98,617

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

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(FORMERLY MASSROOTS, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~(unaudited)~~(Unaudited)

	2022			2021			2022			2021
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021


Revenues	$	10,704,151		$	79		$	20,625,389		$	1,606

Cost of Revenues		6,638,393			-			12,295,373			297

Gross Profit		4,065,758			79			8,330,016			1,309

Operating Expenses:
Advertising		44,071			4,150			60,301			22,703
Payroll and related expense		1,591,640			79,377			2,881,440			158,910
Rent, utilities and property maintenance ($670,938 and $0; $1,183,876 and $0, respectively, to related party)		887,260			3,510			1,762,663			7,020
Hauling and equipment maintenance		1,033,556			-			1,833,994			-
Depreciation and amortization expense		941,611			-			1,815,367			-
Consulting, accounting and legal		155,360			310,362			521,312			414,982
Other general and administrative expenses		376,015			101,966			616,389			198,728
Total Operating Expenses		5,029,513			499,365			9,491,466			802,343

Loss From Operations		(963,755	)		(499,286	)		(1,161,450	)		(801,034	)

Other Income (Expense):
Interest expense		(13,171,392	)		(398,011	)		(32,577,069	)		(968,159	)
Change in derivative liability for authorized shares shortfall		-			(132,821,830	)		-			(162,275,278	)
Change in fair value of derivative liabilities		-			(52,508	)		14,264,476			300,885
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable in exchange for Series Y preferred shares		-			936,405			-			4,854,139
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares and warrants for cash		-			170,085,696			163,420			170,085,696
Gain on forgivness of debt		-			192,521			-			192,521
Gain (loss) on conversion of convertible notes		-			-			-			(880	)
Total Other Income (Expense)		(13,171,392	)		37,942,273			(18,149,173	)		12,188,924

Net Loss Before Income Taxes		(14,135,147	)		37,442,987			(19,310,623	)		11,387,890

Provision for Income Taxes (Benefit)		-			-			-			-

Net Loss		(14,135,147	)		37,442,987			(19,310,623	)		11,387,890

Deemed dividend resulting from amortization of preferred stock discount		-			(13,660,082	)		-			(34,798,923	)

Net Income (Loss) Available to Common Stockholders	$	(14,135,147	)	$	23,782,905		$	(19,310,623	)	$	(23,411,033	)

Net Income (Loss) Per Common Share:
Basic	$	(4.23	)	$	5.08		$	(5.78	)	$	(5.00	)
Diluted	$	(4.23	)	$	4.19		$	(5.78	)	$	(5.00	)

Weighted Average Common Shares Outstanding:
Basic		3,340,416			4,685,680			3,340,416			4,683,794
Diluted		3,340,416			5,678,201			3,340,416			4,683,794

Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020

Revenues $ 54 $ 2,316 $ 1,660 $ 2,316

Operating Expenses:
Cost of revenues - 150 297 150
Advertising (4,578 ) 43,020 18,125 43,020
Payroll and related expense 66,693 63,879 225,603 239,770
Other general and administrative expenses 333,197 101,189 953,927 413,417
Total Operating Expenses 395,312 208,238 1,197,952 696,357

Loss From Operations (395,258 ) (205,922 ) (1,196,292 ) (694,041 )

Other Income (Expense):
Interest expense (699,254 ) (1,602,204 ) (1,667,413 ) (3,607,210 )
Change in derivative liability for authorized shares shortfall 2,641,481 66,572,635 (159,633,797 ) (43,406,183 )
Change in fair value of derivative liabilities - (85,287 ) 300,885 303,593
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash 4,332,489 - 179,272,324 -
Gain on forgiveness of debt - - 192,521 -
Gain (loss) on conversion of convertible notes - - (880 ) 882
Total Other Income (Expense) 6,274,716 64,885,144 18,463,640 (46,708,918 )

Net Income (Loss) Before Income Taxes 5,879,458 64,679,222 17,267,348 (47,402,959 )

Provision for Income Taxes (Benefit) - - - -

Net Income (Loss) 5,879,458 64,679,222 17,267,348 (47,402,959 )

Deemed dividend resulting from amortization of preferred stock discount - - (34,798,923 ) -
Deemed dividend from warrant price protection - - - (95,002,933 )

Net Income (Loss) Available to Common Stockholders $ 5,879,458 $ 64,679,222 $ (17,531,575 ) $ (142,405,892 )

Net Income (Loss) Per Common Share:
Basic $ - $ 0.05 $ (0.01 ) $ (0.10 )
Diluted $ - $ - $ (0.01 ) $ (0.10 )

Weighted Average Common Shares Outstanding:
Basic 1,406,244,901 1,401,226,219 1,405,511,082 1,387,478,585
Diluted 9,450,619,151 40,198,748,273 1,405,511,082 1,387,478,585

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

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(FORMERLY MASSROOTS, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN ~~STOCKHOLDERS' DEFICIT~~STOCKHOLDERS’ EQUITY

FOR THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2021~~2022

~~(unaudited)~~(Unaudited)

			!	Shares		Amount		Shares		Amount		Shares			Amount			In Capital			Deficit			Total
				Preferred Stock Series Z				Common Stock				Common Stock to be Issued						Additional Paid			Accumulated
				Shares		Amount		Shares		Amount		Shares			Amount			In Capital			Deficit			Total

Balance at March 31, 2022	-	-	-		500	$	1		3,338,416	$	3,338		2,000		$	2		$	304,818,048	-	$	(303,585,162	)	$	1,236,227
Issuance of common stock previously recorded as to be issued	-	-	-		-		-		2,000	$	2		(2,000	)	$	(2	)		-	-		-			-
Net income	-	-	-		-		-		-		-		-			-			-		$	(14,135,147	)	$	(14,135,147	)
Balance at June 30, 2022	-	-	-		500	$	1		3,340,416	$	3,340		-		$	-		$	304,818,048	-	$	(317,720,309	)	$	(12,898,920	)

Preferred Stock Common Stock Additional Discount on
Series X Series Y Series Z Series C Common Stock to be Issued Paid Preferred Accumulated
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount In Capital Stock Deficit Total

Balance at December 31, 2020 16.05 $ - 654.781794 1 - - 1,000 $ 1 493,726,405 $ 493,727 907,379,814 907,380 $ 283,024,527 $ (20,973,776 ) $ (301,185,712 ) $ (37,733,852 )
Issuance of common shares previously to be issued - - - - - - - - 1,006,250 1,006 (1,006,250 ) (1,006 ) - - - -
Issuance of common shares for services rendered - - - - - - - - 2,175,431 2,175 - - 164,680 - - 166,855
Common shares issued upon conversion of convertible notes - - - - - - - - 4,448,251 4,448 - - 128,554 - - 133,002
Cancelation of common shares and warrants in exchange for cash paid per cancelation agreement - - - - - - - - (1,485,000 ) (1,485 ) - - (9,515 ) - - (11,000 )
Sale of Series X preferred shares 10.00 - - - - - - - - - - - 200,000 - - 200,000
BCF recognized upon issuance of Series X preferred shares - - - - - - - - - - - - 2,852,500 (2,852,500 ) - -
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants - - 65.733880 - - - - - - - - - 1,314,678 - - 1,314,678
BCF recognized upon issuance of Series Y preferred shares - - - - - - - - - - - - 10,972,647 (10,972,647 ) - -
Deemed dividend resulting from amortization of preferred stock discount - - - - - - - - - - - - - 34,798,923 (34,798,923 ) -
Series Z preferred shares issued as equity kicker for note payable - - - - 250 - - - - - - - 387,262 - - 387,262
Series Z preferred shares issued as part of settlement agmt - - - - 250 1 - - - - - - 632,019 - - 632,020
Net income - - - - - - - - - - - - - - 17,267,348 17,267,348
Balance at September 30, 2021 (unaudited) 26.05 $ - 720.515674 1 500 1 1,000 $ 1 499,871,337 $ 499,871 906,373,564 906,374 $ 299,667,352 $ - $ (318,717,287 ) $ (17,643,687 )

			!	Shares		Amount		Shares		Amount		Shares			Amount			In Capital				Deficit			Total
				Preferred Stock Series Z				Common Stock				Common Stock to be Issued						Additional Paid				Accumulated
				Shares		Amount		Shares		Amount		Shares			Amount			In Capital				Deficit			Total

Balance at December 31, 2021	-	-	-		500	$	1		3,331,916	$	3,332		8,500		$	8		$	275,058,282	-	-	$	(298,409,686	)	$	(23,348,063	)
Issuance of common stock previously recorded as to be issued					-		-		8,500	$	8		(8,500	)	$	(8	)		-	-			-			-
Elimination of derivative liabilities for authorized share shortfall					-		-		-		-		-			-			29,759,766				-			29,759,766
Net income	-	-	-		-		-		-		-		-			-			-	-	-	$	(19,310,623	)	$	(19,310,623	)
Balance at June 30, 2022	-	-	-		500	$	1		3,340,416	$	3,340		-		$	-		$	304,818,048		-	$	(317,720,309	)	$	(12,898,920	)

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

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(FORMERLY MASSROOTS, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN ~~STOCKHOLDERS'~~STOCKHOLDERS’ DEFICIT

FOR THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2020~~2021

~~(unaudited)~~(Unaudited)

Preferred Stock Common Stock Additional
Series B Series C Common Stock to be Issued Paid Accumulated
Shares Amount Shares Amount Shares Amount Shares Amount In Capital Deficit Total

Balance at June 30, 2020 (unaudited) - $ - 1,000 $ 1 493,726,405 $ 493,727 907,499,814 $ 907,500 246,665,759 (396,647,339 ) $ (148,580,352 )
Net income - - - - - - - - - 64,679,222 64,679,222
Balance at September 30, 2020 (unaudited) - $ - 1,000 $ 1 493,726,405 $ 493,727 907,499,814 $ 907,500 246,665,759 (331,968,117 ) $ (83,901,130 )

	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			In Capital		Stock			Deficit			Total
	Preferred Stock																		Common Stock to						Additional		Discount on
	Series X				Series Y				Series C				Common Stock						be Issued						Paid		Preferred			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			In Capital		Stock			Deficit			Total

Balance at March 31, 2021		26.05	$	-		659.605674	$	1		1,000	$	1		1,676,259		$	1,676			3,024,604		$	30		$	288,259,950	$	(3,244,472	)	$	(348,379,650	)	$	(63,359,469	)
Issuance of common shares previously to be issued		-		-		-		-		-		-		3,354		$	3			(3,354	)		(3	)	$	-		-			-		$	-
Issuance of common shares for services rendered		-		-				-		-		-		7,251			7			-			-		$	166,848		-			-		$	166,855
Cancelation of common shares and warrants in exchange for cash paid per cancelation agreement		-		-		-		-		-		-		(4,950	)		(5	)		-			-		$	11,005					-			11,000
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants		-		-		60.910000		-		-		-		-			-			-			-		$	1,218,200		-			-		$	1,218,200
BCF recognized upon issuance of Series Y preferred shares		-		-		-		-		-		-		-			-			-			-		$	10,415,610	$	(10,415,610	)		-			-
Deemed dividend resulting from amortization of preferred stock discount		-		-		-		-		-		-		-			-			-			-			-	$	13,660,082		$	(13,660,082	)		-
Net loss		-		-		-		-		-		-		-			-			-			-			-		-		$	37,442,987		$	37,442,987
Balance at June 30, 2021		26.05	$	-		720.515674	$	1		1,000	$	1		1,681,914		$	1,681			3,021,250		$	27		$	300,071,613	$	-		$	(324,596,745	)	$	(24,520,427	)

Preferred Stock Common Stock Additional
Series B Series C Common Stock to be Issued Paid Accumulated
Shares Amount Shares Amount Shares Amount Shares Amount In Capital Deficit Total

Balance at December 31, 2019 - $ - 1,000 $ 1 384,266,948 $ 384,267 944,659,814 $ 944,660 151,364,371 (189,562,225 ) $ (36,868,926 )
Issuance of common shares previously to be issued - - - - 37,160,000 37,160 (37,160,000 ) (37,160 ) - - -
Common shares issued upon conversion of convertible notes and accrued interest - - - - 72,368,457 72,369 - - 298,386 - 370,755
Common shares contributed back to the Company and promptly retired - - - - (69,000 ) (69 ) - - 69 - -
Deemed dividend related to warrant price protection - - - - - - - - 95,002,933 (95,002,933 ) -
Net loss - - - - - - - - - (47,402,959 ) (47,402,959 )
Balance at September 30, 2020 (unaudited) - $ - 1,000 $ 1 493,726,405 $ 493,727 907,499,814 $ 907,500 246,665,759 (331,968,117 ) $ (83,901,130 )

	Preferred Stock																		Common Stock to						Additional		Discount on
	Series X				Series Y				Series C				Common Stock						be Issued						Paid		Preferred			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			In Capital		Stock			Deficit			Total

Balance at December 31, 2020		16.05	$	-		654.781794	$	1		1,000	$	1		1,661,431		$	1,661			3,024,604		$	30		$	284,420,948	$	(20,973,776	)	$	(301,185,712	)	$	(37,733,852	)
Issuance of common shares previously to be issued		-		-		-		-		-		-		3,354		$	3			(3,354	)	$	(3	)	$	-		-			-		$	-
Issuance of common shares for services rendered		-		-		-		-		-		-		7,251		$	7			-			-		$	166,848		-			-		$	166,855
Common stock issued upon conversion of convertible notes		-		-		-		-		-		-		14,828		$	15			-			-		$	132,987		-			-		$	133,002
Cancelation of common shares and warrants in exchange for cash paid per cancelation agreement		-				-		-		-		-		(4,950	)	$	(5	)		-			-		$	11,005		-			-		$	11,000
Sale of Series X preferred shares		10.00		-		-		-		-		-		-			-			-			-		$	200,000		-			-		$	200,000
BCF recongized upon issuance of Series X preferred shares		-		-		-		-		-		-		-			-			-			-		$	2,852,500	$	(2,852,500	)		-			-
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants		-		-		65.733880		-		-		-		-			-			-			-		$	1,314,678		-			-		$	1,314,678
BCF recongized upon issuance of Series Y preferred shares		-		-		-		-		-		-		-			-			-			-		$	10,972,647	$	(10,972,647	)		-			-
Deemed dividend resulting from amortization of preferred stock discount		-		-		-		-		-		-		-			-			-			-			-	$	34,798,923		$	(34,798,923	)		-
Net loss		-		-		-		-		-		-		-			-			-			-			-		-		$	11,387,890		$	11,387,890
Balance at June 30, 2021		26.05	$	-		720.515674	$	1		1,000	$	1		1,681,914		$	1,681			3,021,250		$	27		$	300,071,613	$	-		$	(324,596,745	)	$	(24,520,427	)

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

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(FORMERLY MASSROOTS, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

~~(unaudited)~~(Unaudited)

Nine Months Ended
September 30,
2021 2020
Cash flows from operating activities: 3
Net income (loss) $ 17,267,348 $ (47,402,959 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative liabilities (300,885 ) (303,593 )
Change in derivative liability for authorized shares shortfall 159,633,797 43,406,183
Interest and amortization of debt discount 1,665,813 3,607,210
(Gain) loss on conversion of convertible notes payable 880 (882 )
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash (179,272,324 ) -
Gain on forgiveness of debt (192,521 ) -
Share-based compensation 166,855 -
Changes in operating assets and liabilities:
Prepaid expenses 97,132 1,975
Accounts payable and accrued expenses 187,022 (119,176 )
Accrued payroll and related expenses 173,243 94,180
Deferred revenue 25,000 -
Net cash used in operating activities (548,640 ) (717,062 )

Cash flows from financing activities:
Bank overdrafts - (13,678 )
Proceeds from sale of Series X preferred shares 200,000 -
Proceeds from issuance of convertible notes payable - 637,000
Proceeds from issuance of non-convertible notes payable 1,515,424 132,911
Repayment of non-convertible notes payable (25,000 ) (39,641 )
Proceeds from advances 53,991 -
Repayments of advances (20,178 ) -
Cash paid in settlement of debt and warrants (1,176,000 ) -
Net cash provided by financing activities 548,237 716,592

Net decrease in cash (403 ) (470 )

Cash, beginning of period 1,485 1,120

Cash, end of period $ 1,082 $ 650

Supplemental disclosures of cash flow information:
Cash paid during period for interest $ 1,600 $ -
Cash paid during period for taxes $ - $ -

Supplemental disclosure of non-cash investing and financing activities:
Amortization of discount on preferred stock $ 34,798,923 $ -
Common shares issued upon conversion of convertible notes and accrued interest $ 133,002 $ 370,755
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants $ 1,314,678 $ -
Issuance of common shares previously to be issued $ 1,006 $ 37,160
Common shares contributed back to the Company and promptly retired $ - $ 69
Deemed dividend related to warrant price protection $ - $ 95,002,933
Derivative liability recognized as debt discount on newly issued convertible notes $ - $ 528,076
Reclassify accrued interest to convertible notes payable $ 93,685 $ -
Reduction of derivative liabilities stemming from settlement of convertible notes payable, accrued interest and warrants in exchange for Series Y preferred shares $ 4,834,911 $ -
Reduction of derivative liabilities stemming from settlement of convertible notes payable and accrued interest and cancelation of common shares and warrants for cash $ 169,815,037 $ -
Series Z preferred shares issued as equity kicker for note payable $ 387,262 $ -
Series Z preferred shares issued as part of settlement agreement $ 632,020 $ -

	2022			2021
	For the Six Months Ended June 30,
	2022			2021

Cash flows from operating activities:
Net income (loss)	$	(19,310,623	)	$	11,387,890
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		1,815,367			-
Change in right of use assets - related party		210,114			-
Change in right of use assets		997,027			-
Change in fair value of derivative liabilities		(14,264,476	)		(300,885	)
Change in derivative liability for authorized shares shortfall		-			162,275,278
Interest and amortization of debt discount		32,577,069			967,759
(Gain) loss on conversion of convertible notes payable		-			880
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y preferred shares		-			(4,854,139	)
Gain on settlement of convertible notes payable and accrued interest and cancelation of common shares and warrants for cash		(163,420	)		(170,085,696	)
(Gain) on forgiveness of debt		-			(192,521	)
Payment of accrued rent due to related party		-			-
Share-based compensation		-			166,855
Changes in operating assets and liabilities:
Payment of accrued rent due to related party		(122,865	)		-
Inventories		(122,154	)		-
Accrued payroll and related expenses		-			123,929
Accounts receivable		(82,925	)		-
Prepaid expenses		(70,109	)		50,000
Security deposits		2,437			-
Accounts payable and accrued expenses		58,462			49,992
Contract liabilities		73,000			25,000
Environmental remediation		(22,207	)		-
Change in lease liability		(1,008,459	)		-
Net cash generated by operating activities		566,238			(385,658	)

Cash flows from investing activities:
Purchases of property and equipment - related party		(152,500	)		-
Purchases of property and equipment		(2,394,823	)		-
Net cash used in investing activities		(2,547,323	)		-

Cash flows from financing activities:
Proceeds from sale of Series X preferred shares		-			200,000
Proceeds from issuance of non-convertible notes payable		225,000			357,053
Repayment of a non-convertible note payable		(162,039	)		-
Proceeds from advances		-			14,311
Repayments of advances		-			(9,930	)
Cash paid in settlement of debt and warrants		-			(176,000	)
Net cash provided by (used in) financing activities		62,961			385,434

Net decrease in cash		(1,918,124	)		(224	)

Cash, beginning of period		2,958,293			1,485

Cash, end of period	$	1,040,169		$	1,261

Supplemental disclosures of cash flow information:
Cash paid during period for interest	$	195,000		$	400
Cash paid during period for taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants	$	-		$	1,314,678
Reclassification of derivative liability to additional paid in capital due to elimination of authorized share shortfall	$	29,719,392		$	-
Increase in right of use assets and operating lease liabilities	$	2,677,544		$	-
Note proceeds for equipment purchases	$	590,000		$	-
Equipment purchases in accounts payable and accrued expenses	$	311,805		$	-
Issuance of common shares previously to be issued	$	8		$	3
Amortization of discount on preferred stock	$	-		$	34,798,923
Common shares issued upon conversion of convertible notes and accrued interest	$	-		$	133,002
Reclassify accrued interest to convertible notes payable	$	-		$	93,685
Reduction of derivative liabilities stemming from settlement of convertible notes payable, accrued interest and warrants in exchange for Series Y preferred shares	$	-		$	4,834,911
Reduction of derivative liabilities stemming from settlement of convertible notes payable, accrued interest and cancelation of common shares and warrants for cash	$	-		$	169,815,037

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

~~MASSROOTS,~~GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(formerly MassRoots, Inc.)

Notes to Condensed Consolidated Financial Statements

~~September~~June 30, ~~2021~~2022 (Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

~~Overview~~

Overview

~~MassRoots,~~

Greenwave Technology Solutions, Inc. (“~~MassRoots”~~Greenwave” or the “Company”) ~~is a technology company focused on developing cloud-based solutions to deliver informative content and improve operating efficiencies. The Company~~ was incorporated in the State of Delaware on April 26, ~~2013.~~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 11 metal recycling facilities in Virginia and North Carolina. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia.

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 ~~unaudited~~ condensed consolidated financial statements include the accounts of ~~DDDigtal,~~Empire Services, Inc., ~~Odava, Inc., MassRoots Supply Chain, Inc., and MassRoots Blockchain Technologies,~~Empire Staffing, LLC, Liverman Metal Recycling, Inc., our ~~wholly-owned~~wholly owned subsidiaries. All intercompany transactions were eliminated during consolidation.

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 ~~Securities and Exchange Commission (the “SEC”).~~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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, its cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, and its financial position as of ~~September~~June 30, ~~2021~~2022 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, ~~2020~~2021 as filed with the SEC on April ~~16, 2021~~14, 2022 (the “Annual Report”). The December 31, ~~2020~~2021 balance sheet is derived from those statements.

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of ~~September~~June 30, ~~2021,~~2022, the Company had cash of ~~$1,082~~$1,040,169 and a working capital deficit (current liabilities in excess of current assets) of ~~$17,514,830. During the nine months ended September~~$47,821,324. The accumulated deficit as of June 30, ~~2021, the net loss available to common stockholders~~2022 was ~~$17,531,575 and net cash used in operating activities was $548,640.~~$317,720,309. 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.

~~During~~Until the ~~nine months ended September 30, 2021,~~Company’s consummation of the Empire acquisition, the Company received proceeds of $200,000 and $1,515,424 from the issuance of preferred shares and non-convertible notes, respectively. The Company does not have sufficient cash to fund operations for the next fiscal year.

The Company’s primary source of operating funds since inception has been cash proceeds from the public and private placements of the Company’s securities, including debt and equity securities, and proceeds from the exercise of warrants and options. The Company hashad experienced net losses and negative cash flows from operations. The Company believes it could generate positive cashflows from operations ~~since inception and expects these conditions to continue~~going forward but in the event the market for ~~the foreseeable future. The Company’s ability to continue~~recycled metals experiences a sharp downturn or if it experiences delays in its ~~operations is dependent upon its ability to obtain additional capital through public or private equity offerings, debt financings or other sources; however, financing may not be available to~~growth plans, the Company ~~on acceptable terms, or at all.~~may need to raise additional capital. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business ~~strategy,~~strategy.

The Company has taken significant action to mitigate this going concern and on July 22, 2022, convertible debt in the principal amount of $37,714,966 was converted into shares of common stock, significantly improving the Company’s balance sheet. See Note 20 – Subsequent Events.

Based on the conversion of previously incurred debt to equity on July 22, 2022, the Company ~~may be forced~~believes that the current cash on hand of $1,040,169 and anticipated cash from operations is sufficient to ~~curtail or cease operations.~~conduct planned operations for one year from the issuance of the consolidated financial statements. In addition, management believes they can raise additional capital, if necessary, through both equity and debt financing

~~Management’s plans regarding these matters encompass~~If the following actions: 1) obtain funding from new and current investors to alleviate the Company’s working capital deficiency; and 2) implement a plan to increase revenues. The Company’s continued existence is dependent uponCompany 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 ~~translate~~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 ~~audience into revenues. However,~~stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will also be impacted by the ~~outcome~~outbreak of ~~management’s plans cannot be determined with any degree~~COVID-19, as well as market conditions and the price of ~~certainty.~~ 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 ~~unaudited~~ 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.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our business including our financial condition, liquidity, or results of operations at this time. Management is actively monitoring the global situation and its impact on the Company’s financial condition, liquidity, operations, customers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak will have on its results of operations, financial condition, or liquidity for fiscal year 2021. As of the date of this Quarterly Report on Form 10-Q, the Company has experienced delays in securing new customers and related revenues and the longer this pandemic continues there may be additional impacts. Furthermore, the COVID-19 outbreak has and may continue to impact the Company’s ability to raise capital. 2022.

Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, liquidity, and capital resources, and those of the third parties on which the Company relies in fiscal year ~~2021.~~2022.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The ~~unaudited~~ condensed consolidated financial statements include the accounts of ~~MassRoots,~~Greenwave Technology Solutions, Inc. and its ~~wholly-owned~~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”)~~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, fair values relating to derivative liabilities, ~~fair value of~~ payroll tax liabilities with interest and penalties, deemed dividends, assumptions used in right-of-use and lease liability calculations, valuations and impairments of goodwill and intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, determination of environmental remediation liabilities, and the valuation allowance related to deferred tax assets. Actual results may differ 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 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~~

Cash

For purposes of the ~~unaudited~~ 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 ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of ~~$250,000~~$250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. ~~At September~~As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the uninsured balances amounted to ~~$0.~~$790,169 and $2,727,928, respectively.

~~Property and Equipment~~

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of three to five years. Repair and maintenance costs are expensed as incurred. 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.

Accounts Receivable

Accounts receivable represent amounts primarily due from customers on product and ~~Allowance~~other sales. These accounts receivable, which are reduced by an allowance for ~~Doubtful Accounts~~

credit losses, are recorded at the invoiced amount and do not bear interest. The Company ~~monitors outstanding receivables~~delivers shipments of scrap metal to customers and usually receives payment within 1 to 14 days of delivery.

The Company evaluates the collectability of its accounts receivable based on a combination of factors, ~~surrounding~~including the ~~credit risk~~aging of ~~specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on~~ customer ~~accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts, and if~~receivable balances, the financial condition of the Company’s customers, ~~were~~historical collection rates, and economic trends. Management uses this evaluation to ~~deteriorate,~~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, 2022 and December 31, 2021, the accounts receivable balances amounted to $82,925 and $0, 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 ~~in their inability~~gain or loss is credited or charged to ~~make~~income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under operating leases, see Note 15 —Leases. Our property and equipment is pledged as collateral for our Senior Secured Debt, see Note 10 – Convertible Note Payable. Certain property and equipment is pledged as collateral for a non-convertible note per a subordination agreement with the ~~required payments,~~collateral agent of our Senior Secured Debt, see Note 6 – Advances and Non-Convertible Note Payable.

Cost of Revenue

The Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers.

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 ~~required to record additional allowances or charges against revenues.~~prevented from fully pursuing its own separate interests. The Company ~~writes-off~~discloses all related party transactions. See Note 17 – Related Party Transactions.

Leases

The Company accounts ~~receivable against~~for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the ~~allowance~~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 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 ~~it determines~~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 ~~balance~~straight-line basis over the lease term. See Note 15 – Leases.

Paycheck Protection Program Notes

We classified the loan we received under the Paycheck Protection Program (“PPP”) and the PPP note we assumed upon consummation of the Empire acquisition as non-convertible notes. We accrued interest on the PPP notes through the date of forgiveness of the respective notes by the Small Business Administration (“SBA”). On the date of forgiveness of the respective PPP notes by the SBA, the principal and interest due under the PPP notes were recorded as gains on forgiveness of debt.

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 ~~uncollectible~~subject to inherent uncertainties, and ~~no longer actively pursues its collection.~~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 9 – Commitments and Contingencies.

Revenue Recognition

The Company recognizes revenue when services are realized or realizable and ~~Deferred Revenue~~earned, less estimated future doubtful accounts.

~~Revenues~~The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”)~~. ASC 606 is~~ and generally do not require significant estimates or judgments based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments.

~~In accordance with ASC 606, 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 primarily generates revenue by charging businesses to advertise on the Company’s website and social media channels. In cases where clients enter advertising contracts for an extended period of time, the Company recognizes revenue pro rata over the contract term and any unearned revenue is deferred to future periods.

~~Based~~ on the nature of the Company’s revenue ~~streams, revenues generally do not require significant estimates or judgments.~~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.

~~Deferred revenue represents the amount of prepaid advertising fees~~In accordance with ASC 606, the Company ~~has received~~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 primarily generates revenue by purchasing scrap metal from ~~customers~~businesses and retail suppliers, processing it, and selling the ferrous and non-ferrous metals to clients.

The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of June 30, 2022 and December 31, 2021, the Company had a contract liability of $98,000 and $25,000, respectively, for contracts under which the customer had paid for and the Company had not yet delivered.

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 we do carry, 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 ~~included in current liabilities in~~less. We calculate the ~~accompanying condensed consolidated balance sheets. Deferred revenue shall be recognized in~~value of the ~~future~~inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable value as ~~the advertising services are provided.~~their cost basis is not readily available. The value of our inventories was $503,156 and $381,002, respectively, as of June 30, 2022 and December 31, 2021.

~~Advertising~~

Advertising

The Company charges the costs of advertising to expense as incurred. Advertising costs were ~~$18,125~~$44,071 and ~~$43,020~~$4,150 for the ~~nine~~three months ended ~~September~~June 30, 2022 and 2021, respectively. Advertising costs were $60,301and ~~2020,~~$22,703 for the six months ended June 30, 2022 and 2021, 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 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.

Business Combinations

Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of businesses we acquire are included in our condensed consolidated statement of operations from the date of acquisition. Acquisition-related costs are expensed as incurred. See Note 4— Acquisition of Empire.

Convertible Instruments

U.S. 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.”

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption using the effective interest method.

Beneficial Conversion Features and Deemed Dividends

The Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred stock.

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 ~~shares of~~ common ~~stock~~shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature.

Derivative Financial Instruments

The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of ~~shares of~~ common ~~stock,~~shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company iswas required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock. Upon elimination of derivative liabilities an authorized share shortfall, the Company reclassifies the carrying value of the derivative liabilities at the date of the resolution of the authorized share shortfall to additional paid in capital.

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. As of June 30, 2022 and December 31, 2021, the Company had accruals reported on the balance sheet as current liabilities of $0 and $22,207, 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. See Note 9—Commitments and Contingencies.

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 ~~three~~five to ~~five~~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 18 – Amortization of Intangible Assets.

Indefinite Lived Intangibles ~~and Goodwill~~

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.

Goodwill

Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. The Company has adopted the provisions of Accounting Standards Update (“ASU”)_2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing U.S. GAAP, would not be impaired or have a reduced carrying amount. Furthermore, ASU 2017-04 removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired.

We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. As of June 30, 2022, no such circumstances had occurred. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is December 31.

None of the goodwill is deductible for income tax purposes.

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief ~~Executive~~Financial Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.

Net ~~Loss~~Earnings (Loss) Per Common Share

The Company computes earnings (loss) per common share under ASC Subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing ~~the~~ net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share, ~~includes~~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 ~~earnings~~income (loss) per share, for the three and six months ended June 30, 2022 and 2021 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~~are as follows:

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

	June 30,		June 30,
	2022		2021
Common shares issuable upon conversion of convertible notes		2,601,540		476,342
Options to purchase common shares		92,116		92,116
Warrants to purchase common shares		2,752,941		559,417
Common shares issuable upon conversion of preferred stock		661,006		24,888,856
Total potentially dilutive shares		6,107,603		26,016,731

On February 17, 2022 the ~~computation~~Company effectuated a 1-for-300 reverse stock split. Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average common shares included within its condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021. The basic and diluted ~~net loss per share~~weighted-average common shares are ~~as follows:~~retroactively converted to shares of the Company’s common stock to conform to the recasted condensed consolidated statements of stockholders’ equity.

Reclassifications

Certain reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications had no effect on reported income (losses).

September 30, September 30,
2021 2020
Shares of common stock issuable upon conversion of convertible notes 226,347,786 5,722,267,406
Options to purchase shares of common stock 27,621,765 27,621,765
Warrants to purchase shares of common stock 11,575,000 17,161,702,276
Shares of common stock issuable upon conversion of preferred stock 7,817,778,624 18,017,191,930
Total potentially dilutive shares 8,083,323,175 40,928,783,377

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 effective January 1, 2021, and the adoption did not have a material impact on its financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company ~~is currently evaluating the impact of~~adopted ASU 2020-06 on ~~its unaudited condensed consolidated~~January 1, 2022 which did not have a material impact on the Company’s financial ~~statements.~~statements and related disclosures.

In August 2018, the FASB issued ~~Accounting Standards Update (“ASU”)~~ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have a material impact on the Company’s ~~unaudited condensed~~ consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (ASU 2021-08). which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, as if it had originated the contracts. Prior to ASU 2021-08, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. ASU 2021-08 is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). We are still assessing this standard’s impact on our consolidated financial statements.

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 – ACQUISITION OF EMPIRE

On September 30, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”) to acquire (the “Empire Acquisition”) Empire Services, Inc., a Virginia Corporation. The Empire Acquisition became effective on October 1, 2021 upon the filings of the certificate or articles of merger with the Delaware Secretary of State and State Corporation Commission of Virginia on October 1, 2021.

Empire, a company headquartered in Virginia, operates 11 metal recycling facilities in Virginia and North Carolina, where it collects, classifies and processes raw scrap metals (ferrous and nonferrous) for recycling, such as iron, steel, aluminum, copper, lead, stainless steel and zinc. Empire’s business consists of purchasing scrap metals from retail suppliers, municipal governments and large corporations, and selling both processed and unprocessed scrap metals to steel mills and other purchasers across the country. Empire utilizes technology to create operating efficiencies and competitive advantages over other scrap metal recyclers.

At the effective time of the Empire Acquisition, each share of Empire’s common stock was converted into the right to receive consideration consisting of: (i) 1,650,000 shares of newly-issued restricted shares of the Company’s common stock, par value $0.001 per share, (ii) within 3 business days of the closing of the Company’s next capital raise, repayment of a $1 million advance made to purchase Empire’s Virginia Beach location to Empire’s sole shareholder and Greenwave’s Chief Executive Officer and (iii) a promissory note in the principal amount of $3.7 million with a maturity date of September 30, 2023 to Empire’s sole shareholder and Greenwave’s Chief Executive Officer.

The Merger Agreement contained representations, warranties and covenants customary for transactions of this type. Investors in, and security holders of, the Company should not rely on the representations and warranties as characterizations of the actual state of facts since they were made only as of the date of the Empire Acquisition. Moreover, information concerning the subject matter of such representation and warranties may change after the date of the Empire Acquisition, which subsequent information may or may not be fully reflected in public disclosures.

On September 30, 2021, the Company entered into an employment agreement with the sole owner of Empire.

The fair value of the assets acquired and liabilities assumed are based on a valuation report prepared by an independent specialist in conjunction with the Company’s fiscal year 2021 audit on October 1, 2021 and on subsequent measurement adjustments as of December 31, 2021. Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

SCHEDULE OF BUSINESS ACQUISITION


Assets acquired:
Cash	$	141,027
Deposits		1,150
Notes receivable – related party		1,515,778
Property and equipment, net		3,224,337
Right of use and other assets		3,585,961
Licenses		21,274,000
Intellectual Property		3,036,000
Customer Base		2,239,000
Goodwill		2,499,753
Total assets acquired at fair value		37,517,006

Liabilities assumed:
Accounts payable		845,349
Advances and environmental remediation liabilities		4,143,816
Note payable		5,684,662
Other liabilities		3,729,219
Total liabilities assumed		14,403,046
Net assets acquired		23,114,000

Purchase consideration paid:
Common stock		18,414,000
Promissory Note		3,700,000
Promissory Note		1,000,000
Total purchase consideration paid	$	23,114,000

The assets acquired and liabilities assumed are recorded at their estimated fair values on the acquisition date as adjusted during the measurement period with subsequent changes recognized in earnings or loss. The Company utilized an independent specialist for the valuation of the intangible assets.

The following unaudited pro forma condensed consolidated results of operations have been prepared as if the acquisition of Empire had occurred as of the beginning of the following period:

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA

	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Net Revenues	$	6,877,441	$	12,822,927
Net Income (Loss) Available to Common Shareholders	$	24,972,274	$	(21,308,629	)
Net Basic Earnings (Loss) per Share	$	5.33	$	(4.55	)
Net Diluted Earnings (Loss) per Share	$	4.40	$	(4.55	)

Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results.

NOTE 45 – PROPERTY AND EQUIPMENT

Property and equipment as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 is summarized as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
Computers	$	6,366		$	6,366
Office equipment		17,621			17,621
Machinery and Equipment							$	7,932,855		$	4,816,756
Furniture and Fixtures								6,128			-
Land								91,411			-
Leaseholder Improvements								234,751			-
Subtotal		23,987			23,987			8,265,145			4,816,756
Less accumulated depreciation		(23,987	)		(23,987	)		(2,247,097	)		(1,911,719	)
Property and equipment, net	$	-		$	-		$	6,018,048		$	2,905,037

Depreciation expense for the ~~nine~~three months ended ~~September~~June 30, 2022 and 2021 was $201,986and ~~2020~~$0, respectively. Depreciation expense for the six months ended June 30, 2022 and 2021 was ~~$0.~~$336,117 and $0, respectively.

NOTE 56 – ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE ~~AND PPP NOTE PAYABLE~~

~~Advances~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company received aggregate proceeds from non-interest bearing advances of ~~$53,991~~$0 and $0$14,311 and repaid an aggregate of ~~$20,178~~$0 and ~~$0,~~$1,210, respectively, of advances. Included in the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 were ~~$2,091~~$0 and $198 of advances from and ~~$5,278~~$0 and $4,330 of repayments to the Company’s former Chief ~~Information Officer and $25,000 of advances from Empire Services, Inc. (See Note 14).~~Executive Officer. The remaining advances are primarily 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 ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company owed ~~$122,000~~$97,000 and ~~$88,187~~$97,000 in principal and ~~$4,000~~$4,000 and $0$4,000 in accrued interest, respectively, on advances.

Non-Convertible Notes Payable

During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company received proceeds from the issuance of non-convertible notes of ~~$1,515,424~~$0 and ~~$132,911 and~~$357,053, repaid an aggregate of $25,000 and $39,641, respectively, of non-convertible notes. Included in the nine months ended September 30, 2021 and 2020 were $1,515,424 and $20,520, respectively, of advances from and $0 of repayments to the Company’s Chief Executive Officer and Empires Services, Inc., (See Note 14). The non-convertible notes have maturity dates ranging from March 31, 2019 to June 24, 2023 and accrue interest at rates ranging from 0% to 35% (default interest rate) per annum.

~~On June 2, 2021, one of the holders of non-convertible notes entered into an agreement to cancel the entire amount owed to him (including~~ principal of ~~$79,000~~$100,000 and ~~accrued~~$0, and paid interest of ~~$63,055)~~$195,000, ~~resulting in gain~~and $0, respectively, on ~~forgiveness of debt of $142,055 (See Note 8 – Trawick’s Complaint).~~non-convertible notes.

~~On June 4, 2021, one of the holders of a non-convertible note payable for $60,000 extended the due date of the note from June 26, 2022 to June 24, 2023.~~

~~On June 25, 2021, a law firm the Company formerly used received an arbitration award of $459,251 for unpaid legal bills.~~ On September 23, 2021, the Company entered into a Resolution Agreement ~~to settle~~with Sheppard, Mullin, Richter & Hampton concerning the ~~arbitration award for an aggregate of $275,000 to be paid as follows: (i) $25,000 by September 30, 2021; (ii) $15,000 per month by~~$459,250.88 judgement entered against the ~~last day of each month from October 2021 through January 2023;~~Company (See Note 9 – Commitments and ~~(iii) $10,000 by February 28, 2023. The Company imputed an interest rate of 10% and discounted~~Contingencies). Under the ~~note accordingly. The imputed debt discount of $17,991 is being amortized to interest expense over the term~~terms of the ~~note. The~~Resolution Agreement, which the Company ~~recognized~~has classified as a ~~$202,242 gain on settlement. As of September 30, 2021,~~non-convertible note, the ~~remaining carrying value of the note~~Company was ~~$232,502, net of debt discount of $17,498.~~

~~As of~~required to make a $25,000 initial payment by September 30, 2021 and ~~December 31, 2020,~~is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made the ~~Company owed principal~~October 2021 to July 2022 monthly payments. There was amortization of ~~$1,888,446 and $219,520 (of which $128,857 and $60,000 is long-term), net of~~the debt discount of ~~$17,498~~$2,746 during the three months ended June 30, 2022 and ~~$0, and accrued interest of $372,480 and $251,612, respectively, on non-convertible notes.~~

~~PPP Note Payable~~

~~On May 4, 2020,~~$5,149 during the six months ended June 30, 2022. During the six months ended June 30, 2022, the Company ~~received proceeds~~made $90,000 in payments towards the Resolution Agreement. As of ~~$50,000 from a PPP note. The note~~June 30, 2022, the Resolution Agreement had a ~~maturity date~~balance of ~~May 4,~~$108,135, net an unamortized debt discount of $6,865.

On January 24, 2022, ~~and bore 1% interest per annum. On April 6, 2021,~~ the ~~Small Business Administration forgave the Company’s Paycheck Protection Program loan~~Company settled a non-convertible note in the principal amount of ~~$50,000 and~~$55,000 with accrued interest and penalties of ~~$466, resulting in~~$358,420 for a cash payment of $250,000. The Company realized a gain on ~~forgiveness~~settlement of debt of ~~$50,466.~~debt of $163,420. This was accounted for as a debt extinguishment.

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 months ended June 30, 2022, the Company made $3,709 in payments towards the financing agreement. There was amortization of the debt discount of $393 during the three and six months ended June 30, 2022. As of ~~September~~June 30, ~~2021 and December 31, 2020,~~2022, the financing agreement had a balance of $61,684, net an unamortized debt discount of $8,794.

On April 21, 2022, the Company ~~owed $0~~entered into a secured promissory note in the principal amount of $964,470 for the financing and ~~$50,000~~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 months ended June 30, 2022, the Company made $13,330 in payments towards the note. There was amortization of the debt discount of $9,132 during the three and six months ended June 30, 2022. As of June 30, 2022, the note had a balance of $745,802 net an unamortized debt discount of $205,338.

The following table details the current and long-term principal ~~and $0 and $330 in accrued interest, respectively, on this note.~~due under non-convertible notes as of June 30, 2022.

SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NON CONVERTIBLE NOTE

	Principal
Non-Convertible Note ($5,000 current)	$	5,000
Sheppard Mullin Resolution Agreement ($115,000 current)		115,000
GM Financial ($14,837 current)		70,478
Equipment financing loan ($18,740 current)		951,140
Debt Discount		(220,997	)
Total Principal of Non-Convertible Notes, net	$	920,621

NOTE 67 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company owed accounts payable and accrued expenses of ~~$4,218,421~~$4,565,929 and ~~$4,948,890,~~$2,773,894, respectively. These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	June 30, 2022		December 31, 2021
Accounts Payable	$	995,810	$	623,557
Credit Cards		237,106		126,063
Accrued Interest		2,831,580		1,880,066
Accrued Expenses		501,433		144,208
Total Accounts Payable and Accrued Expenses	$	4,565,929	$	2,773,894

NOTE 78 – 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, ~~through~~2019, 2020, and 2021. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company owed payroll tax liabilities, including penalties, of ~~$4,037,298~~$3,920,051 and ~~$3,864,055,~~$4,001,470, 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. ~~The Company expects to settle these liabilities during 2022.~~

NOTE 89 – COMMITMENTS AND ~~CONTINGENCIES~~CONTINGENCES

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.

~~Power Up Lending Group, Ltd. Complaint~~

As disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2021, on October 11, 2019, Power Up Lending Group, Ltd. (“Power Up”) filed a complaint against the Company and Isaac Dietrich, an officer and director of the Company, in the Supreme Court of the State of New York, County of Nassau. The complaint alleged, among other things, (i) the occurrence of events of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof.

On April 30, 2021, the Company entered into a settlement agreement (the “Settlement”) with PowerUp by accepting an offer communicated to the Company via electronic mail. In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against the Company and Isaac Dietrich, the Company’s Chief Information Officer and director, in the total amount of $350,551.10 entered in the Office of the Clerk of the County of Nassau on February 23, 2021 (the “Judgement”), agreed to a settlement and filing of a satisfaction of judgment in consideration of receipt of the sum of $150,000.00 (the “Settlement Amount”) on April 30, 2021. The Company accepted the aforementioned offer by remitting the Settlement Amount timely and in full. Accordingly, a satisfaction of Judgment was filed by PowerUp with the Office of the Clerk of the County of Nassau on May 3, 2021.

Sheppard Mullin’s Demand for Arbitration

On December 1, 2020, Sheppard, Mullin, Richter& Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a failure of the Company to pay ~~$487,390.73~~$487,390.73 of outstanding legal fees to Sheppard Mullin. Sheppard Mullin was awarded ~~$459,251~~$459,251 in unpaid legal fees, disbursements and interest on June 25, 2021. A judgement confirming the arbitration award was entered on September 8, 2021 in the Federal District Court located in Denver, Colorado.

On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the ~~$459,250.88~~$459,250.88 judgement entered against the Company. Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made ~~both~~ the ~~September and~~ October 2021 ~~payments.~~through July 2022 monthly payments.

~~Rother Investments’ Petition~~

On October 28, 2020, Rother Investments, LLC (“Rother Investments”) filed a complaint in the District Court of 419th Judicial District, Travis County, Texas against the Company, alleging the Company’s default under a certain promissory note (the “Rother Investments Note”) in payment of the outstanding principal amount and interest under the Note, as described in the complaint. Rother Investments seeks to collect the amount of $124,750 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate. On May 19, 2021, Rother Investments, LLC received a default judgment against the Company in the amount of $144,950. On June 17, 2021, MassRoots filed a motion to set aside default and motion for new trial asserting it was improperly served. On July 20, 2021, the court granted the Company’s motion finding and ordered a new trial of the matter.

~~Trawick’s Complaint~~Virginia DEQ Consent Order

As previously reported by the Company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021, on or about January 25, 2021, Travis Trawick (“Trawick”) filed a complaint (“Trawick’s Lawsuit”) against the Company and Isaac Dietrich, the Company’s Chief Information Officer and director, in the Circuit Court for the City of Virginia Beach, Virginia (the “Court”), asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and modified, and ancillary documents thereto (collectively, the “Note”), and Mr. Dietrich’s failure to fulfill its obligations, as the guarantor, under the Note.

~~On May 4, 2021, Trawick requested that the Clerk of the Court filed for entry an order to dismiss Trawick’s Lawsuit with prejudice.~~

~~Iroquois Master Fund~~

On June 30, 2021, the Company received an e-mail containing a demand (the “Demand”) for arbitration (the “Arbitration”) at American Arbitration Association in Denver, Colorado, by Iroquois Master Fund Ltd. (“Iroquois”) against the Company, Isaac Dietrich and Danny Meeks, the Company’s directors, and Empire Services, Inc. (“Empire”). The Demand alleges breach of contract and various related state law claims against the defendants, and sought, ~~inter alia~~, specific performance of the subject warrant, damages in an amount not less than $12 million, equitable relief, and attorney’s fees for the Company’s alleged failure to reserve more than 150 million shares of common stock that Iroquois is allegedly entitled to in connection with the exercise of a certain warrant issued by the Company on July 21, 2017, and subsequently purchased by Iroquois from an unrelated third party. As a result of a legal action commenced by Isaac Dietrich, Danny Meeks, and Empire (See – “~~Litigation~~” below), Iroquois informed the American Arbitration Association (the arbitral body overseeing the Arbitration) that it would (i) dismiss the Counterclaim Defendants from the Arbitration without prejudice, (ii) assert its claims against Isaac Dietrich, Danny Meeks, and Empire the in the action commended by them, and (iii) proceed with the Arbitration with respect to the Company only.

~~Litigation~~

On July 21, 2021, in response to the Demand, Isaac Dietrich, Danny Meeks, and Empire, filed a complaint (the “Complaint”) against Iroquois in the United States District Court of the Southern District of New York alleging that the aforementioned plaintiffs were not parties to the warrant the Demand based on, and as such, the Demand could not have brought against them. Declaratory relief and injunctive relief were sought in the Complaint. On August 20, 2021, Iroquois submitted an answer with counterclaims stating that Iroquois informed the American Arbitration Association (the arbitral body overseeing the Arbitration) that it would (i) dismiss the Counterclaim Defendants from the Arbitration without prejudice, (ii) assert its claims against Isaac Dietrich, Danny Meeks, and Empire the in the action commended by them, and (iii) proceed with the Arbitration with respect to the Company only. In its answer, Iroquois made allegations substantially similar to the claims made in the Arbitration, asserted defenses, and requested an award in not less than $12 million against Demand, Isaac Dietrich, Danny Meeks, and Empire, an entry of an award of a constructive trust against them, and costs and expenses, including its reasonable attorneys’ fees, incurred in prosecuting said action and the Arbitration.

~~Settlement~~

~~On September~~ 30, 2021, the Company entered into a ~~Settlement Agreement (the “Settlement Agreement”)~~Consent Order with ~~Iroquois; Dietrich; Meeks;~~the Virginia State Water Control Board. Under the Consent Order, the Company is required to pay a civil penalty of $90,000, improve its internal control plans regarding recycled and ~~Empire. Pursuant~~waste materials and remediate certain environmental concerns on the properties it leases, among other requirements. The Company believes it is appropriate to recognize an environmental remediation liability as a regulatory claim that was asserted in the Notices of Violations issued to the ~~Settlement Agreement,~~Company in ~~exchange~~November 2019, for ~~terminating any duties owed~~which the June 2021 Consent Order rectifies.

Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred $71,017 in environmental remediation liabilities, of which $15,017 was a fair estimate of the cost to remediate the properties it leases and a balance of $56,000 for the civil penalty as of the acquisition date. The Company paid $34,983 towards the remediation of the properties and $42,000 towards the civil penalty from October 1, 2021 to December 31, 2021. The Company paid $22,207 towards the remediation of the properties and $14,000 towards the civil penalty during the three months ended June 30, 2022. As of June 30, 2022, the Company had $0 in civil penalties and $0 in costs remaining to remediate the properties in accordance with the Consent Order. The Company is committed to improving its processes and controls to ensure its operations have minimal environmental impact with the goal of minimizing the number of comments and citations received by the ~~Company to Iroquois under the Warrant, the Company agreed to pay, on its own behalf and on behalf~~Department of Dietrich, Meeks, and Empire, one million dollars ($1,000,000) and issue shares of the Series Z Convertible Preferred Stock, par value $0.001 per share (the “Series Z”), sufficient in number such that if they are converted into the Company’s common stock, par value $0.001 per share (“Common Stock”) by Iroquois, such shares of Common Stock will be equal in number to 9.99% of the issued and outstanding shares of Common Stock at the time of such conversion.Environmental Quality going forward.

NOTE 910 – CONVERTIBLE NOTES PAYABLE

On ~~December 17, 2018,~~November 29, 2021, the Company entered into a securities purchase agreement with certain institutional investors (“Investors”). Pursuant to the securities purchase agreement, the Company sold, and the Investors purchased, approximately $37,714,966, which consisted of approximately $27,585,450 in cash and $4,762,838 of existing debt of the Company which was exchanged for the notes and warrants issued ~~a secured convertible promissory note~~ in ~~the~~this offering principal amount of ~~$2,225,000 (including~~senior secured convertible notes and 2,514,331 warrants valued at $36,516,852. The senior notes were issued with an original ~~issuance~~issue discount of ~~$225,000) that matured on December 17, 2019 and bears~~6%, bear interest at athe rate of 8%6% per annum, ~~(which increased to 22%~~and mature after 6 months, on ~~July 16, 2019 upon the occurrence of an event of default)~~May 30, 2022. The note is secured by the Security Agreement (as defined below). The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.35 per share, subject to adjustment. Commencing on June 17, 2019, the investor has the right to redeem all or any portion of the note; provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar month; provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000. Payments on redemption amounts may be made in cash, by converting the redemption amountsenior notes are convertible into shares of the Company’s common stock, par value $0.001 per share at a conversion price per share of $15.00, subject to adjustment under certain circumstances described in the senior notes. To secure its obligations thereunder and under the securities purchase agreement, the Company has granted a security interest over substantially all of its assets to the collateral agent for the benefit of the ~~lesser of: (a) $0.35 per share, subject~~Investors, pursuant to ~~adjustment;~~a pledge and ~~(b)~~security agreement. Upon the ~~Market Price (as defined~~listing of the common stock on a national exchange and certain other conditions being met, the senior notes issued in this offering will automatically convert into common stock at the conversion price set forth in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note).senior notes. The Company ~~is prohibited from effecting~~paid $2,200,000 and a ~~conversion of the note~~warrant to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance ofpurchase 200,000 shares of common stock ~~upon conversion of~~valued at $2,904,697 as commission for the ~~note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%.~~offering.

~~In connection with~~The maturity date of the ~~December 2018 note,~~senior notes was extended by the Company ~~also entered into~~on May 27, 2022 from May 30, 2022 to November 30, 2022, which was accounted for as a ~~security agreement (the “Security Agreement”) on~~debt modification. The maturity date of the ~~closing date pursuant to which~~senior notes may be extended by the holders under other circumstances specified therein. If the Company ~~granted~~is unable to extend the ~~investor a security interest in the Collateral (as defined in the Security Agreement). On July 16, 2019,~~senior notes or elects not to do so, the Company ~~received a notice~~will be required to repay the senior notes through equity issuances, additional borrowings, cash flows from ~~the noteholder indicating that events~~operations and/or other sources of ~~default had occurred and asserting default penalties of $761,330. During the year ended December 31, 2019, the noteholder converted $345,000 of principal into~~liquidity. The warrants are exercisable for five (5) years to purchase an aggregate of 53,522,295 shares of common stock. During the year ended December 31, 2020, (i) the noteholder converted $37,000 of principal into an aggregate of 31,109,551 shares of common stock; and (ii) $1,049,329 of accrued interest was reclassified to the principal balance of this note. On January 20, 2021, the noteholder converted $13,345 of principal into an aggregate of 4,448,2512,514,331 shares of common stock ~~having a fair value~~at an exercise price per share of $133,002, resulting in a reduction of the derivative liability by $118,778 and a loss on conversion of $880. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the note was $2,878,985 and $2,892,330, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $1,575,001 and $1,073,809, respectively, was outstanding on the note.

~~On January 25, 2019, the Company issued a convertible promissory note~~$19.50, subject to adjustment under certain circumstances described in the principal amount of $55,000 (including original issuance discount of $5,000) that matured July 25, 2019 and bearing a one-time interest fee of 10%. The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. On May 19, 2021, the investor received a default judgment against the Company in the amount of $144,950. In accordance with the judgment, commencing May 19, 2021, the Company began accruing interest at the rate of 18% per annum. On June 17, 2021, the Company filed a motion to set aside default and motion for new trial asserting it was improperly served. On July 20, 2021, the court granted the Company’s motion finding and ordered a new trial of the matter. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the note was $148,685 and $55,000, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $92,600, respectively, was outstanding on the note (See Note 8 – Rother Investments’ Petition).warrants.

From January to June 2019, the Company issued convertible promissory notes in the aggregate principal amount of $389,000 (including aggregate original issuance discount of $39,000) that matured at dates ranging from July 15, 2019 to June 6, 2020 and accruing interest at rates ranging from 5% to 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investors may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. In January 2020, one of the promissory notes was amended whereby the conversion price for $9,202 which is a portion of the principal amount of the note was amended to $0.0004 per share. The amendment was deemed a debt modification and accounted for accordingly. During the year ended December 31, 2019, the noteholders converted $31,180 of principal and $8,000 of accrued interest into an aggregate of 10,000,000 shares of common stock. During the year ended December 31, 2020, one of the holders converted $24,826 of principal into an aggregate of 35,005,850 shares of common stock; and one of the holders converted $168,820 of principal and $362,027 of accrued interest into 26.54237 shares of Series Y preferred shares having a stated value of $530,847, resulting in a reduction of the derivative liability by $719,416 and a gain on settlement of $719,416. On April 30, 2021, one of the holders of non-convertible notes entered into an agreement to cancel the entire amount owed to them (including principal of $131,174 and accrued interest of $304,485) in exchange for a cash payment of $150,000 by the Company, resulting in a reduction of the derivative liability of $300,424 and a gain on settlement of debt of $586,083 (See Note 8 – Power Up Lending Group, Ltd. Complaint). On May 1, 2021, one of the holders converted $33,000 of principal and $1,185,200 of accrued interest into 60.91 shares of Series Y preferred shares having a stated value of $1,218,200, resulting in a reduction of the derivative liability by $936,405 and a gain on settlement of $936,405. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0 and $164,174, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $1,191,998, respectively, was outstanding on the notes.

On November 13, 2019, the Company issued three convertible promissory notes in the aggregate principal amount of $108,900, having an aggregate original issuance discount of $9,900, resulting in cash proceeds of $99,000. The notes matured on May 13, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, two of the holders converted $72,600 of principal and $112,671 of accrued interest into 9.26353 shares of Series Y preferred shares having a stated value of $185,271, resulting in a reduction of the derivative liability by $301,257 and a gain on settlement of $301,257. As of September 30, 2021 and December 31, 2020, the carrying value of the remaining note was $36,300. As of September 30, 2021 and December 31, 2020, accrued interest payable of $87,789 and $57,231, respectively, was outstanding on the remaining note.

On December 6, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $110,000, having an aggregate original issuance discount of $10,000, resulting in cash proceeds of $100,000. The notes matured on June 6, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the holders converted $110,000 of principal and $123,451 of accrued interest into 11.67255 shares of Series Y preferred shares having a stated value of $233,451, resulting in a reduction of the derivative liability by $379,600 and a gain on settlement of $379,600. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the notes.

In December 2019, the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.005 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied. For a period of two years from the issuance date, in the event the Company issues or sells any additional shares of common stock or common stock equivalents at a price less than the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. During the year ended December 31, 2019, the noteholders converted $185,500 of principal and $300 of accrued interest into an aggregate of 30,669,903 shares of common stock and 37,160,000 shares of common stock to be issued. During the year ended December 31, 2020, the noteholders converted $31,137 of principal and $128 of accrued interest into an aggregate of 6,253,056 shares of common stock; and the noteholders converted $4,793,113 of principal and $2,564,325 of accrued interest into 367.8719 shares of Series Y preferred shares having a stated value of $7,357,438, resulting in a reduction of the derivative liability by $89,648,951 and a gain on settlement of $89,648,951. On January 7, 2021, a noteholder converted $38,500 of principal and $55,261 of accrued interest into 3.72667 shares of Series Y preferred shares having a stated value of $74,533, resulting in a reduction of the derivative liability by $3,880,958 and a gain on settlement of $3,900,186. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0 and $38,500, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $54,473, respectively, was outstanding on the notes.

From January to September 2020, the Company issued convertible promissory notes in the aggregate principal amount of $700,700, having an aggregate original issuance discount of $63,700, resulting in cash proceeds of $637,000. The notes mature from July 2020 to March 2021 and accrue interest at a rate of 12% per annum. During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid. The investors have the right to convert the Outstanding Balance of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. Notwithstanding the foregoing, upon the occurrence of an event of default, the conversion price for the April 2020 notes, having an aggregate original principal amount of $330,000, shall not be less than $0.001. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the noteholders converted $700,700 of principal and $462,763 of accrued interest into 58.17315 shares of Series Y preferred shares having a stated value of $1,163,463, resulting in a reduction of the derivative liability by $1,885,194, a reduction in debt discount by $72,637 and a gain on settlement of $1,812,557. On March 23, 2021, a noteholder converted $21,944 of accrued interest into 1.09721 shares of Series Y preferred shares having a stated value of $21,945, resulting in a reduction of the derivative liability by $17,548 and a gain on settlement of $17,548. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $13,844 was outstanding on the notes.

On December 15, 2020, $79,143 of accrued compensation owed to the Company’s former Chief Financial Officer was settled by the issuance of a convertible note in the amount of $64,143, having a maturity date of June 15, 2021 and bearing interest of 12% per annum, resulting in a gain on settlement of accounts payable of $15,000. The holder has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. As a result of the beneficial conversion feature of the note, debt discount of $64,143 was recognized with a corresponding increase in additional paid-in capital. On December 24, 2020, the holder converted $64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143, resulting in a reduction in debt discount by $60,971 and a loss on settlement of $60,971. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the note was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the note.

As of September 30, 2021 and December 31, 2020, the remaining carrying value of the convertible notes was $3,063,970 and $3,186,303, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $1,661,704 and $2,483,955, respectively, was outstanding on the notes.

Upon the issuance of certain convertible notes, the Company determined that the features associated with the embedded conversion option embedded in the notes, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions.

~~The~~ Upon the consummation of a 1:300 reverse split on February 17, 2022, the Company ~~does not have enough~~determined it had a sufficient number of authorized and unissued shares ~~of common stock~~ to ~~convert~~cover all potential future conversion transactions and the derivative liabilities were eliminated.

The maturity dates of the convertible ~~promissory~~ notes outstanding at June 30, 2022:

SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES

Maturity Date

Principal

Balance Due

November 30, 2022

37,714,966

Total Principal Outstanding

37,714,966

During the three months ended June 30, 2022, there was amortization of debt discount of $12,502,199. During the six months ended June 30, 2022, there was amortization of debt discount of $31,255,497. As of June 30, 2022 and December 31, 2021, the remaining carrying value of the convertible notes was $37,714,966 and $6,459,469, net of unamortized debt discount of $0 and $31,255,497, respectively. As of June 30, 2022 and December 31, 2021, accrued interest payable of $1,308,141 and $192,191, respectively, was outstanding on the notes.

In July 2022, convertible debt in the principal amount of $37,714,966 was converted into shares of common stock. As a result of this authorized shares shortfall, all of the convertible notes payable, including those where the maturity date has not yet been reached, are in default. Accordingly, (i) interest has been accrued at the default interest rate, if applicable, and (ii) the embedded conversion option has been accounted for, at fair value, as a derivative liability (See See Note ~~10)~~20 – Subsequent Events.

NOTE 1011 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

~~Upon the issuance~~As of ~~certain convertible debentures, warrants, and preferred stock,~~December 31, 2021, the Company ~~determined that~~did not have sufficient authorized but unissued shares to satisfy the ~~features associated with~~conversion or exercise of its convertible notes, warrants, preferred shares, and options. As such, the ~~embedded conversion option embedded in the debentures, should be accounted for at fair value, as~~Company recorded a derivative liability asfor these instruments. Upon the consummation of a 1:300 reverse stock split on February 17, 2022, the Company ~~cannot determine if a sufficient number~~rectified this authorized share shortfall and reclassified the carrying value of ~~shares would be available~~its derivative liabilities as of that date to ~~settle all potential future conversion transactions.~~additional paid in capital.

During the ~~nine months~~year ended ~~September 30,~~December 31, 2021, upon issuance of ~~the instruments underlying the derivative liabilities~~convertible debt and ~~upon revaluation (immediately prior to conversion of the underlying instrument),~~warrants, the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%0%, (2) expected volatility of ~~133.69%~~110.59% to ~~138.77%~~138.73%, (3) risk-free interest rate of ~~0.01%~~0.07% to ~~0.14%~~1.14%, and (4) expected life of ~~0.06~~0.50 to ~~1.85~~5.0 years.

On ~~September 30,~~December 31, 2021, the Company estimated the fair value of the embedded derivatives of ~~$4,289,634~~$44,024,242 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%0%, (2) expected volatility of ~~137.90%~~136.12%, (3) risk-free interest rate of ~~0.07%~~0.19% to ~~0.09%~~1.15%, and (4) expected life of ~~0.01~~0.41 to ~~1.33~~5.0 years.

~~During the year ended December 31, 2020, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately prior to conversion of the underlying instrument),~~

On February 17, 2022, the Company estimated the fair value of the embedded derivatives of $29,759,766 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%0%, (2) expected volatility of ~~119.33% to 128.94%~~155.45%, (3) risk-free interest rate of ~~0.06%~~0.06% to ~~1.56%~~1.85%, and (4) expected life of ~~0.06~~0.28 to ~~2.11~~4.79 years.

On December 31, 2020, the Company estimated the fair value of the embedded derivatives of $25,475,514 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 132.11%, (3) risk-free interest rate of 0.08% to 0.13%, and (4) expected life of 0.04 to 2.08 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 ~~above.~~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 ~~September~~June 30, ~~2021 and December 31, 2020,~~2022, 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 condensed consolidated financial statements consisted of the following items as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:

SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS

December 31, 2021

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Derivative liability

44,024,242

June 30, 2022

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Derivative liability

September 30,
2021 Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Derivative liabilities $ 4,289,634 $ - $ - $ 4,289,634

December 31,
2020 Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Derivative liabilities $ 25,475,514 $ - $ - $ 25,475,514

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the ~~nine~~three months ended ~~September~~June 30, ~~2021:~~ 2022:

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

Balance, December 31, 2020 $ 25,475,514
Transfers out due to conversions of convertible notes, accrued interest and warrants into shares of Series Y preferred stock (4,834,911 )
Transfers out due to conversions of convertible notes and accrued interest into shares of common stock (118,778 )
Transfers out due to cash payments made pursuant to settlement agreements (175,565,103 )
Change in derivative liability due to authorized shares shortfall 159,633,797
Mark to market to September 30, 2021 (300,885 )
Balance, September 30, 2021 $ 4,289,634

Gain on change in derivative liabilities for the nine months ended September 30, 2021 $ 300,885

Balance, December 31, 2021	$	44,024,242
Transfers out due to elimination of the authorized share shortfall (reclassified to additional paid in capital)		(29,759,766	)
Mark to market to February 17, 2022		(14,264,476	)
Balance, June 30, 2022	$	-

Gain on change in derivative liabilities for the six months ended June 30, 2022	$	14,264,476

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.

In July 2022, convertible debt in the principal amount of $37,714,966 was converted into shares of common stock. See Note 20 – Subsequent Events.

NOTE 1112 – STOCKHOLDERS’ ~~DEFICIT~~EQUITY

Preferred Stock

~~Series A~~

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

On July 2, 2019, the Company authorized the issuance of 6,000 Series A preferred stock, par value $0.001 per share. The Series A preferred stock has a $1,250 stated value per share and is convertible into shares of common stock at $0.05 per share, subject to certain adjustments. The Certificate of Designation for the Series A preferred stock was filed on July 9, 2019.

~~During the periods presented, there were 0 shares of Series A Preferred Stock outstanding.~~

~~Series B~~

On June 24, 2019, the Company authorized the issuance of 2,000 shares of Series B Preferred Stock, par value $0.001 per share. The Series B Preferred Stock has a $1,250 stated value per share and is convertible into shares of common stock at $0.05 per share, subjected to certain adjustments. The Certificate of Designation for the Series B Preferred Stock was filed on July 9, 2019.

~~During the periods presented, there were 0 shares of Series B Preferred Stock outstanding.~~

~~Series C~~

On July 16, 2019, the Company authorized the issuance of 1,000 Series C Preferred Stock, par value $0.001 per share. The 1,000 Series C preferred shares are convertible into 1,000,000 shares of common stock upon the Company listing on a national exchange and other conditions. The Certificate of Designation for the Series C Preferred Stock was filed on July 19, 2019.

~~As of September 30, 2021 and December 31, 2020, there were 1,000 shares of Series C Preferred Stock outstanding.~~

~~Series X~~

On November 23, 2020, the Company authorized the issuance of 100 shares of Series X Preferred Stock, par value $0.0001 per share. The Series X Preferred Stock has a $20,000 stated value per share and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments. In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold. The Certificate of Designation for the Series X Preferred Stock was filed on November 23, 2020.

From November 25 to December 23, 2020, the Company issued an aggregate of 16.05 shares of Series X Preferred Stock for aggregate proceeds of $321,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares with a $454,200 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $46,448 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series X Preferred Stock was $407,752.

From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the nine months ended September 30, 2021, the Company recognized an aggregate beneficial conversion feature of $2,852,500 upon issuance of the Series X preferred shares with a $2,852,500 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $3,260,252 was recognized as a deemed dividend for the nine months ended September 30, 2021. As of September 30, 2021, unamortized debt discount on Series X Preferred Stock was $0.

~~As of September 30, 2021 and December 31, 2020, there were 26.05 and 16.05 shares, respectively, of Series X Preferred Stock outstanding.~~

~~Series Y~~

On December 30, 2020, the Company authorized the issuance of 1,000 shares of Series Y Preferred Stock, par value $0.001 per share. The Series Y Preferred Stock has a $20,000 stated value per share and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments. In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold. The Certificate of Designation for the Series Y Preferred Stock was filed on December 30, 2020.

From December 23 to December 30, 2020, the Company issued 654.781794 shares of Series Y Preferred Stock, having a stated value of $13,095,636, in exchange for convertible notes payable of $5,775,767 (net of debt discount of $133,608), accrued interest of $3,625,237, and 14,765,624,721 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $92,934,419, a reduction of derivative liabilities related to the warrants of $72,892,563, and a net gain on settlement of $162,132,350. Included in the foregoing amounts is 3.20716 shares of Series Y Preferred Stock, having a stated value of $64,143, issued to the Company’s Chief Financial Officer, in exchange for convertible notes of $3,172 (net of debt discount of $60,971), resulting in a loss on settlement of $60,971. Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $21,594,115 upon issuance of the Series Y preferred shares with a $21,594,115 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $1,028,091 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series Y Preferred Stock was $20,566,024.

From January 7 to March 23, 2021, the Company issued 4.82388 shares of Series Y Preferred Stock, having a stated value of $96,478, in exchange for convertible notes payable of $38,500, accrued interest of $77,205, and 131,249,975 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $2,502,223, a reduction of derivative liabilities related to the warrants of $1,396,283, and a net gain on settlement of $3,917,734. On May 1, the Company issued 60.91 shares of Series Y Preferred Stock, having a stated value of $1,218,200, in exchange for a convertible note payable of $33,000 and accrued interest of $1,185,200. The exchange resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $936,405, and a net gain on settlement of $936,405. Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the nine months ended September 30, 2021, the Company recognized an aggregate beneficial conversion feature of $10,972,647 upon issuance of the Series Y preferred shares with a $10,972,647 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $31,538,671 was recognized as a deemed dividend for the nine months ended September 30, 2021. As of September 30, 2021, unamortized debt discount on Series Y Preferred Stock was $0.

~~On March 17, 2021, the Company issued 27.78633 shares of Series Y Preferred Stock that were recorded as to be issued as of December 31, 2020.~~

~~As of September 30, 2021 and December 31, 2020, there were 720.515674 and 626.995464 shares of Series Y Preferred Stock outstanding and 0 and 27.78633 shares to be issued, respectively.~~

Series Z

On September 30, 2021, the Company authorized the issuance of 500 shares of Series Z Preferred Stock, par value ~~$0.001~~$0.001 per share. The Series Z Preferred Stock has a ~~$20,000~~$20,000 stated value per share and all 500 Series Z preferred shares, in aggregate, are convertible into ~~19.98%~~19.98% of the issued and outstanding common shares of the Company (post conversion). The conversion rate is applicable on a pro rata basis to each share of Series Z Preferred Stock upon conversion. This anti-dilutive conversion feature is in effect until such time an S-1 Registration Statement is declared effective by the SEC in conjunction with a NASDAQ listing.

~~On September~~As of June 30, 2022 and December 31, 2021, ~~the Company entered into a~~there were 500 shares of Series Z Preferred Stock ~~Issuance Agreement with the Company’s Chief Executive Officer whereby the~~issued and outstanding.

Common Stock

The Company received $1,000,000 in exchange for the issuance of: (i) a $1,000,000 note payable; and (ii) 250 Series Z Preferred Shares having a fair value of $632,019 (See Note 14). The note bears interest of 8% per annum and is ~~due within three days of the Company’s next closing of equity financing of $3,000,000 or more. The proceeds received were allocated~~authorized to the debt and equity on a relative fair value basis. Accordingly, debt discount of $387,262 was recognized with a corresponding increase in additional paid-in capital. Since the due date is contingent upon a future event, the entire debt discount was amortized to interest expense immediately.

On September 30, 2021, an investor owning warrants to purchase 156,250,079 common shares at $0.0004 per share entered into an agreement to cancel the aforementioned warrants in exchange for: (i) a cash payment of $1,000,000 by the Company; and (ii) 250 Series Z Preferred Shares having a fair value of $632,019. The settlement resulted in a reduction in the derivative liability of $5,750,067, offset by a reduction in cash of $1,000,000, an increase in additional paid-in capital of $632,019 and a gain on settlement of debt of $4,118,048.

~~Common Stock~~

~~On September 30, 2021, the Company amended its Articles of Incorporation to change the number of authorized common shares to~~ issue 1,200,000,000 shares of common stock, par value ~~$0.001~~$0.001 per ~~share, which has been reflected retroactively in~~share.

During the ~~accompanying consolidated financial statements.~~

~~On January 8, 2020,~~six months ended June 30, 2022, the Company issued ~~37,160,000~~8,500 shares of the Company’s common stock previously recorded as to be issued as of December 31, ~~2019.~~2021.

On March 7, 2020, a stockholder returned 69,000 shares of the Company’s common stock back to the Company. The shares were immediately retired. Accordingly, common stock was decreased by the par value of the shares of common stock contributed of $69 with a corresponding increase in additional paid in capital.

During the year ended December 31, 2020, a warrant exercise in 2019, to purchase 120,000 shares of common stock, was rescinded. The rescission was recorded as a decrease in common stock to be issued of $120 and a decrease in additional paid-in capital of $5,880 with a corresponding increase in accounts payable and accrued expenses of $6,000.

During the year ended December 31, 2020, the Company issued an aggregate of 72,368,457 shares of its common stock, having an aggregate fair value of $370,755, upon the conversion of convertible notes with a principal amount of $92,964 and accrued interest of $128, which resulted in the reduction of $278,545 of derivative liabilities and an aggregate net gain on conversion of convertible notes of $882. Accordingly, common stock was increased by the par value of the shares of common stock issued of $72,369 and additional paid in capital was increased by $298,386.

On January 20, 2021, the Company issued 4,448,251 shares of its common stock, having a fair value of $133,002, upon the conversion of convertible notes with a principal amount of $13,345, which resulted in the reduction of $118,778 of derivative liabilities and a loss on conversion of $880.

~~On June 2, 2021, the Company issued 1,006,250 shares of the Company’s common stock previously recorded as to be issued as of December 31, 2020.~~

On June 4, 2021, an investor owning 1,485,000 shares of the Company’s common stock and warrants to purchase 971,562,497 common shares at $0.0004 per share entered into an agreement to cancel the aforementioned common shares and warrants in exchange for a cash payment of $11,000 by the Company. Accordingly, the cancelation agreement resulted in a reduction in common stock of $1,485 for the par value of the common shares, a reduction in additional paid-in capital of $9,515, and a reduction in the derivative liability of $74,134,327 and a gain on settlement of $74,134,327.

~~On June 6, 2021, the Company awarded an aggregate of 2,175,431 fully-vested shares of common stock, having a fair value of $166,855, to the Chief Executive Officer for services rendered.~~

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there were ~~499,871,337~~3,340,416 and ~~493,726,405~~3,331,916 shares, respectively, of common stock issued and outstanding.

NOTE 1213 – WARRANTS

From January 7 to March 23, 2021, the Company issued 4.82388 shares of Series Y preferred stock, having a stated value of $96,478, in exchange for convertible notes payable of $38,500, accrued interest of $77,205, and 131,249,975 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $2,502,223, a reduction of derivative liabilities related to the warrants of $1,396,283, and a net gain on settlement of $3,917,734 (See Note 9).

On June 4, 2021, an investor owning 1,485,000 shares of the Company’s common stock and warrants to purchase 971,562,497 common shares at $0.0004 per share entered into an agreement to cancel the aforementioned common shares and warrants in exchange for a cash payment of $11,000 by the Company. The cancelation agreement resulted in a reduction in common stock of $1,485 for the par value of the common shares, a reduction in additional paid-in capital of $9,515, and a reduction in the derivative liability of $74,134,327 and a gain on settlement of debt of $74,134,327 (See Note 11).

On June 4, 2021, an investor owning warrants to purchase 1,250,000,002 common shares at $0.0004 per share entered into an agreement to cancel the aforementioned common shares and warrants in exchange for a cash payment of $15,000 by the Company. Accordingly, the cancelation agreement resulted in a reduction in the derivative liability of $95,380,286 and a gain on settlement of $95,365,286.

A summary of the ~~Company’s~~ warrant activity ~~during~~for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 is ~~presented below:~~as follows:

Shares Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Term Aggregate
Intrinsic
Value
Outstanding at December 31, 2020 2,521,077,555 $ 0.00109 2.04 $ 14,804,944
Grants - -
Exercised - -
Expired/Canceled (2,509,502,555 ) $ 0.0005
Outstanding at September 30, 2021 11,575,000 $ 0.12927 1.17 $ 9,200
Exercisable at September 30, 2021 11,575,000 $ 0.12927 1.17 $ 9,200

SCHEDULE OF WARRANT ACTIVITY

Exercise Price Warrants
Outstanding Weighted Avg.
Remaining
Life Warrants
Exercisable
$0.0004 – 0.20 11,450,000 1.17 11,450,000
0.40 125,000 1.25 125,000
11,575,000 1.17 11,575,000

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2021		2,752,941	$	19.77		4.86	$	11,650
Granted		-
Exercised		-
Canceled/Exchanged		-
Outstanding at June 30, 2022		2,752,941	$	19.77		4.36	$	5,905
Exercisable at June 30, 2022		2,752,941	$	19.77		4.36	$	5,905

SCHEDULE OF WARRANT EXERCISABLE

Exercise Price		Warrants Outstanding		Weighted Avg. Remaining Life		Warrants Exercisable
$	0.12		834		0.58		834
	19.50		2,714,351		4.42		2,714,351
	22.50 – 60.00		37,339		0.41		37,339
	120.00		417		0.50		417
			2,752,941		4.36		2,752,941

The aggregate intrinsic value of outstanding stock warrants was ~~$9,200,~~$,5,905 based on warrants with an exercise price less than the Company’s stock price of ~~$0.0372~~$7.20 as of ~~September~~June 30, ~~2021,~~2022 which would have been received by the warrant holders had those holders exercised the warrants as of that date.

NOTE 1314 – STOCK 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” and together with the 2014 Plan, 2015 Plan, 2016 Plan, the “Prior Plans”~~), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”~~), and our 2021 Equity Incentive Plan in September 2021 (“2021 Plan” , and together with the Prior Plans, the “Plans”). The Prior Plans are identical, except for the number of shares reserved for issuance under each. As of ~~September~~June 30, ~~2021,~~2022, the Company had granted an aggregate of ~~64,310,000~~214,367 securities under the Plans since inception, with ~~50,190,000~~167,300 shares available for future issuances. The Company made no grants under the plans during the six months ended June 30, 2022.

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 six months ended June 30, 2022. There was no options activity during the year ended December 31, 2021.

A summary of the ~~Company’s~~ stock option activity ~~during~~for the ~~nine~~six months ended ~~September~~June 30, ~~2021, is presented below:~~2022 as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

Shares Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Term Aggregate
Intrinsic
Value
Outstanding at December 31, 2020 27,621,765 $ 0.49 6.59 $ -
Grants -
Exercised -
Expired/Canceled -
Outstanding at September 30, 2021 27,621,765 $ 0.49 5.74 $ -
Exercisable at September 30, 2021 27,621,765 $ 0.49 5.74 $ -

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2021		92,116	$	148.11		5.49	$	-
Granted		-
Exercised		-
Forfeiture/Cancelled		-
Outstanding at June 30, 2022		92,116	$	148.11		4.99	$	-
Exercisable at June 30, 2022		92,116	$	148.11		4.99	$	-

SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE

Exercise Price	Number of Options		Remaining Life In Years		Number of Options Exercisable
$30.00-75.00		44,368		5.76		44,368
75.01-150.00		6,426		4.76		6,426
150.01-225.00		6,079		4.18		6,079
225.01-300.00		33,133		4.21		33,133
300.01-600.00		2,110		4.11		2,110
		92,116				92,116

Exercise Price Number of
Options Remaining Life
In Years Number of Options
Exercisable
$0.01 – 0.25 13,306,786 6.51 13,306,786
0.26 – 0.50 1,939,631 5.51 1,939,631
0.51 – 0.75 1,820,112 4.93 1,820,112
0.76 – 1.00 9,926,072 4.96 9,926,072
1.01 – 2.00 629,164 4.85 629,164
27,621,765 5.74 27,621,765

The aggregate intrinsic value of outstanding stock options was ~~$0,~~$0, based on options with an exercise price less than the Company’s stock price of ~~$0.0372~~$7.20 as of ~~September~~June 30, ~~2021,~~2022, which would have been received by the option holders had those option holders exercised their options as of that date.

The fair value of all options that vested during the three months ended June 30, 2022 and 2021 was $0 and $0, respectively. The fair value of all options that vested during the six months ended June 30, 2022 and 2021 was $0 and $0, respectively. Unrecognized compensation expense of $0 as of June 30, 2022 will be expensed in future periods.

NOTE 15 – LEASES

Property Leases (Operating Leases)

The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2025. 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 $3,492,531 in ROU assets and $3,650,358 in lease liabilities for the leasing of scrap metal yards from an entity controlled by the Company’s Chief Executive Officer. Under the terms of the leases, Empire was required to pay an aggregate of $145,821 per month from January to March 2022. On April 1, 2022, the Company entered into amendments to the leases for its Kelford and Carrolton yards, increasing the monthly rent payments by an aggregate of $50,000 per month for use of an automotive shredder and downstream processing system, respectively, being installed on those properties. The Company is required to pay $199,821 per month in rent for these facilities from April to December 2022 and increasing by 3% on January 1st of every year thereafter. The leases expire on January 1, 2024 and the Company has two options to extend the leases by 5 years per option. In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements.

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 expires on 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.

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 leases expire on January 1, 2024 and the Company has two options to extend the leases by 5 years per option. In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements.

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 February 1, 2022, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of Greenwave for the leasing of the Company’s Fairmont metal scrap yard located at 406 Sandy Street, Fairmont, NC 28340. Under the terms of the lease, the Company is required to pay $8,000 per month for the facility beginning February 1, 2022 and increasing by 3% on January 1, 2023. The lease expires on January 1, 2024 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.

Automobile Leases (Operating Leases)

Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $26,804 in ROU assets and $18,661 in lease liabilities for an automobile lease. Under the terms of the lease, Empire is required to pay $750 per month until the lease expires on February 18, 2025 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 effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $34,261 in ROU assets and $27,757 in lease liabilities for an automobile lease. Under the terms of the lease, Empire is required to pay $650 per month until the lease expires on February 15, 2026 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the terms of the lease.

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 for the automobile under the terms of the lease.

ROU assets and liabilities consist of the following:

SCHEDULE OF ASSETS AND LIABILITIES
	June 30, 2022		December 31, 2021
ROU assets	$	4,003,800	$	3,620,523

Current portion of lease liabilities	$	2,854,016	$	1,715,726
Long term lease liabilities, net of current portion		1,277,571		2,030,722
Total lease liabilities	$	4,131,587	$	3,746,448

Aggregate minimum future commitments under non-cancelable operating leases and other obligations at June 30, 2022 were as follows:

SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS


Year ended December 31,
2022 (remaining)	$	1,410,522
2023		2,879,217
2024		78,221
2025		68,295
2026		50,476
2027		14,448
Total Minimum Lease Payments	$	4,501,179
Less: Imputed Interest	$	(369,592	)
Present Value of Lease Payments	$	4,131,587
Less: Current Portion	$	(2,854,016	)
Long Term Portion	$	1,277,571

The Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2027. 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 30, 2022 and 2021 was $698,111 and 3,510, respectively. Rent expense for the six months ended June 30, 2022 and 2021 was $1,214,075 and $7,020, respectively. As of June 30, 2022, the leases had a weighted average remaining lease term of 2.5 years and a weighted average discount rate of 8.21%.

NOTE 16 – CONCENTRATIONS OF REVENUE

The Company has a concentration of customers. For the three months ended June 30, 2022, one customer accounted for $5,971,487, or approximately 55.8%, of our revenue. For the six months ended June 30, 2022, one customer accounted for $12,121,852, or approximately 58.8%, of our revenue.

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

NOTE 1417 – RELATED PARTY TRANSACTIONS

~~During the nine months ended September~~As of June 30, ~~2021 and 2020,~~2022, the Company ~~received aggregate advances of $2,091~~leases 12 scrap yard facilities by an entity controlled by the Company’s Chief Executive Officer. On April 1, 2022, the Company entered into amendments to the leases for its Kelford and ~~$0 and repaid~~Carrolton yards, increasing the monthly rent payments by an aggregate of ~~$5,278~~$50,000 per month for use of an automotive shredder and ~~$0,~~downstream processing system, respectively, being installed on those properties, increasing by 3% on January 1st of every year for the duration of the leases.

During the three months ended June 30, 2022, the Company paid rents of $670,938to an entity controlled by the Company’s Chief ~~Information Officer and $25,000 of advances from Empire Services, Inc. The advances are non-interest bearing and due on demand. As of September~~Executive Officer. During the six months ended June 30, ~~2021 and December 31, 2020,~~2022, the Company ~~owed $0 and $3,187, respectively, in advances~~paid rents of $1,183,876 to an entity controlled by the Company’s Chief ~~Information Officer and $25,000 and $0, respectively, in advances to Empire Services, Inc. (See Note 5).~~

~~During~~Executive Officer. Additionally, during the ~~nine~~six months ended ~~September~~June 30, ~~2021 and 2020,~~2022, the Company ~~received aggregate proceeds of $1,515,424 and $20,520, respectively, and repaid $0 from the issuance of non-convertible notes~~paid $122,866 in accrued rents owed to an entity controlled by the Company’s Chief Executive Officer ~~and Empires Services, Inc. The non-convertible notes bear interest from 15% to 20% and have maturity dates ranging from~~at December 31, ~~2020 through October~~2021. See Note 15 ~~2021. For those notes in default,~~– Leases.

During the ~~interest rate increases to 35% per annum from the date of default. As of September~~six months ended June 30, ~~2021 and December 31, 2020,~~2022, the Company ~~owed $1,535,944~~purchased equipment for $152,500 from an entity controlled by the spouse of the Chief Executive Officer.

NOTE 18 – 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, 2022
	Gross carrying amount		Accumulated amortization			Carrying value		Estimated remaining useful life
Intellectual Property	$	3,036,000	$	(455,400	)	$	2,580,600	4.25 years
Customer List		2,239,000		(167,925	)		2,071,075	9.25 years
Licenses		21,274,000		(1,595,550	)		19,678,450	9.25 years
Total finite-lived intangibles		26,549,000		(2,218,875	)		24,330,125
Total intangible assets, net	$	26,549,000	$	(2,218,875	)	$	24,330,125

Amortization expense for intangible assets was $739,625 and ~~$0, respectively,~~$0 for the three months ended June 30, 2022 and 2021, respectively. Amortization expense for intangible assets was $739,625 and $0 for the three months ended June 30, 2022 and 2021, respectively. Amortization expense for intangible assets was $1,479,250 and $0 for the six months ended June 30, 2022 and 2021, respectively. Total estimated amortization expense for our intangible assets for the years 2021 through 2026 is as follows:

SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS


Year ended December 31,
2022	$	1,479,250
2023		2,958,500
2024		2,958,500
2025		2,958,500
2026		2,806,700
Thereafter		11,168,675

NOTE 19 – INCOME TAX PROVISIONS

Our tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in ~~non-convertible notes payable~~the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.

Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, is computed on the basis of several factors where applicable. These include the variability in accurately predicting our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, the applicability of special tax regimes, changes in how we do business, acquisitions, investments, developments in tax controversies, changes in our stock price, changes in our deferred tax assets and liabilities and their underlying valuation, changes in statutes, regulations, case law, and administrative practices, principles, and interpretations related to tax, including changes to the ~~Company’s Chief Executive Officer~~global tax framework, competition, and ~~Empire Services, Inc. (See Note 5).~~other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. Our effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. In addition, we record valuation allowances against deferred tax assets when there is uncertainty about our ability to generate future income in relevant jurisdictions.

~~On September~~Our income tax provision for the three and six months ended June 30, 2022 was $0. At December 31, 2021, the Company ~~entered into~~has available for income tax purposes approximately $82,507,844 in federal and $69,144,542 in Colorado state, net operating loss carry forwards which begin expiring in the year 2033, that can be used to offset future taxable income. The Company has provided a ~~Series Z Preferred Stock Issuance Agreement with~~valuation reserve against the ~~Company’s Chief Executive Officer whereby~~full amount of the net operating loss benefit given the earnings history of the Company. As such, it is the opinion of management that it is more likely than not that the benefits will not be realized. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. During the year ended December 31, 2021, the Company ~~received $1,000,000 in exchange for~~has increased the issuance of: (i) a $1,000,000 note payable; and (ii) 250 Series Z Preferred Shares having a fair value of $632,019. The note bears interest of 8% per annum and is due within three days of the Company’s next closing of equity financing of $3,000,000 or more. The proceeds received were allocatedvaluation allowance from $18,379,120 to the debt and equity on a relative fair value basis. Accordingly, debt discount of $387,262 was recognized with a corresponding increase in Additional paid-in capital. Since the due date is contingent upon a future event, the entire debt discount was amortized to interest expense immediately (See Note 11)$21,515,047.

NOTE 1520 – SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements are issued.

On ~~September 30, 2021, MassRoots, Inc. entered into definitive agreements to acquire~~July 22, 2022, simultaneously with the ~~Company for consideration of (i) 495,000,000 shares of Common Stock, (ii) within 3 business days of the closing~~listing of the Company’s ~~next capital raise, repayment~~common stock on Nasdaq, the Company issued 6,896,901 shares of ~~a $1 million advance made to purchase Empire’s Virginia Beach location and (iii) a promissory note~~common stock for the conversion of its senior secured convertible notes in the principal amount of ~~$3.7 million~~$37,714,966 together with accrued interest in the amount of $1,470,884. Further, the Nasdaq listing triggered a ~~maturity date~~price protection provision in certain warrants, resulting in warrants to purchase 2,714,331 shares of ~~September 30, 2023. The acquisition~~common stock at $19.50 per share becoming warrants to purchase 7,030,825 at $7.52 per share. All of the Company’s convertible debt was ~~effective October 1, 2021 upon~~converted into shares of common stock and the ~~effectiveness~~price protection provision in the warrants expired as a result of ~~a Certificate of Merger in Virginia.~~the Nasdaq listing.

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

~~MassRoots, Inc. was~~We were formed in April 26, 2013 as a technology ~~company. The Company recently~~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 discontinued all operations related to the Company’s social media business. On September 30, 2021, we closed ~~its~~our acquisition of Empire Services, Inc. (“Empire”), ~~acquiring~~which operates 11 metal recycling facilities in Virginia and North Carolina. The acquisition was effective October 1, 2021 upon the ~~entirety~~effectiveness of ~~its issued~~the Certificate of Merger in Virginia.

Upon the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and ~~outstanding equity.~~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. Our ~~primary focus~~shredder is ~~expanding~~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 aluminum) and shredded insulated wire (mainly copper and 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 ~~metal recycling facilities~~ 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.

We are currently installing a second automotive shredder at our Carrollton facility to process cars, household appliances and industrial products, as well as a downstream system (four eddy currents, a wire finder, shredder, and other sorting equipment) at our Kelford facility to increase its recovery yields of copper, aluminum, brass, steel, and other metals. The shredder and downstream system are on track to come online in September and October 2022, respectively, and are expected to double the Company’s processing capacity while increasing its profit margins.

Empire ~~operates~~is headquartered in Suffolk, Virginia and ~~utilizing technology to improve its operational efficiency.~~employs 94 people as of August 1, 2022.

~~COVID-19 Pandemic~~

~~In March 2020,~~

COVID-19

We are continuing to proactively monitor and assess the ~~World Health Organization declared~~ COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our business including our financial condition, liquidity, or results of operations at this time. Management is actively monitoring the global situation and itsThe full impact ~~on the Company’s financial condition, liquidity, operations, customers, industry, and workforce. Given the daily evolution~~ of the COVID-19 ~~outbreak~~pandemic is inherently uncertain. The COVID-19 pandemic has caused us to modify our business practices (including but not limited to curtailing physical contact with suppliers and customers). We continue to monitor developments of the COVID-19 pandemic and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, patients, and business partners. We have implemented appropriate safety measures, following guidance from the Center for Disease Control and the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak will have on its results of operations, financial condition, or liquidity for fiscal year 2021. As of the date of this Quarterly Report on Form 10-Q, the Company has experienced delays in securing new customersOccupational Safety and ~~related revenues and the longer this pandemic continues there may be additional impacts. Furthermore, the COVID-19 outbreak has and may continue to impact the Company’s ability to raise capital.~~

~~Although the Company cannot estimate the length or gravity~~Health Administration. The extent of the impact of the COVID-19 ~~outbreak at this time, if~~pandemic on our future liquidity and operational performance will depend on certain developments.

Products and Services

Our main product is selling ferrous metal, which is used in the ~~pandemic continues, it may have a material adverse effect~~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 categorized based on the ~~Company’s results of future operations, financial position, liquidity,~~content, size and ~~capital resources, and those~~consistency of the ~~third parties~~metal. All of these attributes affect the metal’s value.

We also process nonferrous metals such as 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 suppliers, 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 customers adjust the prices they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis. We are paid for the scrap metal we deliver to our customers usually within seven days of us delivering the metal.

Based on any price changes from our customers, 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 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 ~~Company relies in fiscal year 2021.~~prices we pay suppliers 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 suppliers, 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 suppliers are located in the Hampton Roads and northeastern North Carolina markets.

Our supply of scrap metal is influenced by 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.

For the Three Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

For the three months ended
Sept 30,
2021 Sept 30,
2020 $
Change %
Change
Revenue $ 54 $ 2,316 $ (2,262 ) (97.67 %)

Operating Expenses 395,312 208,238 187,074 89.84 %

Loss from Operations (395,258 ) (205,922 ) (189,336 ) 91.95 %

Other Income (Expense) 6,274,716 64,885,144 (58,610,428 ) (90.62 %)

Net Income (Loss) Available to Common Stockholders $ 5,879,458 $ 64,679,222 $ (58,799,764 ) (90.91 %)

	For the three months ended
	June 30, 2022			June 30, 2021			$ Change			% Change
Revenue	$	10,704,151		$	79		$	10,704,072			13,549,458	%

Gross Profit		4,065,758			79			4,065,679			5,146,429	%

Operating Expenses		5,029,513			499,365			4,530,148			907	%

Loss from Operations		(963,755	)		(499,286	)		(464,469	)		93.02	%

Other Income (Expense)		(13,171,392	)		37,942,273			(51,113,665	)		(134.71	)%

Net Loss Available to Common Stockholders	$	(14,135,147	)	$	23,782,905		$	(37,918,052	)		(159.43	)%

Revenues

~~Revenues~~

For the three months ended ~~September~~June 30, ~~2021 and 2020,~~2022, we generated $10,704,151 in revenues, as compared to $79 during the same period in 2021, an increase of ~~$54 and $2,316, respectively, a decrease of $2,262 primarily~~$10,704,072. This increase was due to the ~~relaunch~~consummation of ~~product placements on~~our acquisition of Empire, a robust market for recycled metals, and the ~~Company’s YouTube~~repurposing and ~~social media channels.~~implementation of Greenwave’s technology into Empire’s existing operations.

Our cost of revenues increased to $6,638,393 for the three months ended June 30, 2022 from $0 during the same period in 2021, an increase of $6,638,393, as a result of the Empire acquisition.

Our gross profit was $4,065,758 during the three months ended June 30, 2022, an increase of $4,065,679 from $79 during the same period in 2021 due to the consummation of the Empire acquisition.

Operating Expenses

For the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, our operating expenses were ~~$395,258~~$5,029,513 and ~~$208,238,~~$499,365 respectively, an increase of ~~$187,074. There~~$4,530,148. This increase was ~~a decrease in advertising expenses from $43,020 for~~mainly attributed to the ~~three months ended September 30, 2020 to ($4,578) for the same period in 2021, a decrease~~closing of ~~$47,598 as the Company advertised less.~~our acquisition of Empire, which significantly expanded our operations, number of employees, and internal systems. There was an increase in payroll and related expenses of ~~2,814,~~$1,512,263 as payroll and related expenses ~~increased to $66,693~~were $1,591,640 for the three months ended ~~September~~June 30, ~~2021 from $63,879~~2022 as compared to $79,377 for the same period in ~~2020. Other~~2021, which was the result of an increase in our labor force primarily due to the closing of the Empire acquisition. Advertising expense increased by $39,921 to $44,071 for the three months ended June 30, 2022 as compared to $4,150 for the same period in 2021 as the Company increased the digital presence of its scrap yards. Depreciation and amortization of intangible assets increased by $941,611 to $941,611 for the three months June 30, 2022 from $0 in 2021 as a result of the Company acquiring fixed assets and intangible assets in the Empire acquisition. There were hauling and equipment maintenance costs of $1,033,556 during the three months ended June 30, 2022, as compared to $0 in 2021, an increase of $1,033,556, due to the Company’s transportation and logistics costs increasing due to the Empire acquisition. Consulting, accounting, and legal expenses increased to $155,360 during the three months ended June 30, 2022 from $310,362 during the same period in 2021, an increase of $274,049. There was an increase in rent expenses as a result of the Empire acquisition, increasing $883,750 from $3,510 during the three months ended June 30, 2021 to $887,260 during the same period in 2022.

Our other general and administrative expenses increased ~~by $232,008 from $101,189~~to $376,015 for the three months ended ~~September~~June 30, ~~2020,~~2022 from $101,966 for the same period in 2021, an increase of $274,049, as a result of the Company’s operations expanding from the Empire acquisition.

The increase of these expenditures resulted in our total operating expenses increasing to ~~$333,197~~$5,029,513 during the three months ended June 30, 2022 compared to $499,365 during the three months ended June 30, 2021, an increase of $4,530,148.

Loss from Operations

Our loss from operations increased by $464,469 to $963,755 during the three months ended June 30, 2022, from $499,286 during the three months ended June 30, 2021 for the reasons discussed above.

Other Expense

During the three months ended June 30, 2022, we incurred other expenses of $(13,171,392), as compared to income of $37,942,273 for the three months ended ~~September~~June 30, ~~2021. This increase~~2021, a change of $(51,113,665). There was ~~attributable to higher travel~~a gain on settlement of convertible notes payable and ~~legal costs~~accrued interest, warrants and cancelation of common shares and warrants in exchange for cash of $0 and $170,085,696 for the three months ended ~~September~~June 30, 2022 and 2021, ~~as compared to~~respectively. We did not incur a gain or loss on the ~~same period in 2020.~~

~~Loss from Operations~~

~~During~~elimination of the derivative liability for authorized share deficiency during the three months ended ~~September~~June 30, ~~2021,~~2022, whereas we incurred ~~losses~~expenses of ~~$395,258 from operations,~~$(132,821,830) for the derivative liability for authorized share shortfall during the three months ended June 30, 2021. There was no gain or loss on the settlement of convertible notes and accrued interest, warrants, and accounts payable in exchange for Series Y preferred shares during the three months ended June 30, 2022, whereas as ~~compared to losses~~there was a gain of ~~$205,922~~$935,405 during the same period in ~~2020, a difference~~2021. There was no gain of ~~$189,336, for the reasons stated above.~~

~~Other Income (Expense)~~

~~For the three months ended September 30, 2021 and 2020, the Company recorded interest expense~~forgiveness of ~~$699,254 and $ 1,602,204, respectively, primarily related to Company’s convertible notes. The Company recorded $0 and a $0 loss on the conversion of convertible notes payable~~debt for the three months ended ~~September~~June 30, ~~2021 and 2020, respectively. For~~2022, where was there was a gain of $192,521 during the same period in 2021. In addition, interest expense increased to $(13,171,392) during the three months ended ~~September~~June 30, ~~2021 and 2020, the Company recorded a $0 change and a $85,287 loss, respectively, on the change in fair value of derivative liabilities. For~~2022 as compared to $(398,011) during the three months ended ~~September~~June 30, ~~2021 and 2020, the Company recorded gains of $2,641,481 and $66,572,635, respectively, of the change~~2021. Lastly, there were losses in the fair value of derivative liabilities of $0 and $(52,508) during the ~~derivative liability~~three months ended June 30, 2022 and 2021, respectively.

Net Loss Available to Common Stockholders

Our net loss available to shareholders was $14,135,147 during the three months ended June 30, 2022 as compared to net income of $23,782,905 during the three months ended June 30, 2021, a change of $37,918,052, for the ~~authorized shares shortfall.~~ reasons discussed above.

For the Six Months Ended June 30, 2022 and 2021

	For the six months ended
	June 30, 2022			June 30, 2021			$ Change			% Change
Revenue	$	20,625,389		$	1,606		$	20,623,783			1,284,171	%

Gross Profit		8,330,016			1,309			8,328,707			636,265	%

Operating Expenses		9,491,466			802,343			8,689.123			1,083	%

Loss from Operations		(1,161,450	)		(801,034	)		(360,416	)		44.99	%

Other Income (Expense)		(18,149,173	)		12,188,924			(30,338,097	)		(248.90	)%

Net Loss Available to Common Stockholders	$	(19,310,623	)	$	(23,411,033	)	$	4,100,410			(17.51	)%

Revenues

For the six months ended June 30, 2022, we generated $20,625,389 in revenues, as compared to $1,606 during the same period in 2021, an increase of $20,623,783. This increase was due to the consummation of our acquisition of Empire, a robust market for recycled metals, and the repurposing and implementation of Greenwave’s technology into Empire’s existing operations.

Our cost of revenues increased to $12,295,373 for the six months ended June 30, 2022 from $297 during the same period in 2021, an increase of $12,295,076, as a result of the Empire acquisition.

Our gross profit was $8,330,016 during the six months ended June 30, 2022, an increase of $8,328,707 from $1,309 during the same period in 2021 due to the consummation of the Empire acquisition.

Operating Expenses

For the six months ended June 30, 2022 and 2021, our operating expenses were $9,491,466 and $802,343, respectively, an increase of $8,689,123. This increase was mainly attributed to the closing of our acquisition of Empire, which significantly expanded our operations, number of employees, and internal systems. There was an increase in payroll and related expenses of $2,722,530 as payroll and related expenses were $2,881,440 for the six months ended June 30, 2022 as compared to $158,910 for the same period in 2021, which was the result of an increase in our labor force primarily due to the closing of the Empire acquisition. Advertising expense increased by $37,598 to $60,301 for the six months ended June 30, 2022 as compared to $22,703 for the same period in 2021 as the Company sought to drive more suppliers to its facilities following the closing of the Empire acquisition. Depreciation and amortization of intangible assets increased by $1,815,367 to $1,815,367 for the six months June 30, 2022 from $0 in 2021 as a result of the Company acquiring fixed assets and intangible assets in the Empire acquisition. There were hauling and equipment maintenance costs of $1,833,994 during the six months ended June 30, 2022, as compared to $0 in 2021, an increase of $1,833,994, due to the Company’s transportation and logistics costs increasing due to the Empire acquisition. Consulting, accounting, and legal expenses increased to $521,312 during the six months ended June 30, 2022 from $414,982 during the same period in 2021, an increase of $106,330. There was an increase in rent expenses as a result of the Empire acquisition, increasing $1,755,643 from $7,020 during the six months ended June 30, 2021 to $1,762,663 during the same period in 2022.

Our other general and administrative expenses increased to $616,389 for the six months ended June 30, 2022 from $198,728 for the same period in 2021, an increase of $417,661, as a result of the Company’s operations expanding from the Empire acquisition.

The ~~Company recorded~~increase of these expenditures resulted in our total operating expenses increasing to $9,491,466 during the six months ended June 30, 2022 compared to $802,343 during the six months ended June 30, 2021, an increase of $8,689,123.

Loss from Operations

Our loss from operations increased by $360,416 to $1,161,450 during the six months ended June 30, 2022, from $801,034 during the six months ended June 30, 2021 for the reasons discussed above.

Other Expense

During the six months ended June 30, 2022, we incurred other expenses of $(18,149,173), as compared to other income $12,188,924 for the six months ended June 30, 2021, a ~~$4,332,489~~change of $(30,338,097) There was a gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable in exchange for cash of $163,420 and $170,085,696 for the six months ended June 30, 2022 and 2021, respectively. We did not incur a gain or loss on the derivative liability for authorized share deficiency during the ~~three~~six months ended ~~September~~June 30, ~~2021, as compared to $0~~2022, whereas we incurred expenses of $(162,275,278) for the derivative liability for authorized share shortfall during the ~~same period in 2020. There was a $0 gain on the forgiveness of debt for the three~~six months ended ~~September 30, 2021, as compared to $0 during the same period in 2020.~~

~~Net Income (Loss) Available to Common Stockholders~~

For the three months ended September 30, 2021, we had income available to common stockholders of $5,879,458 as compared to a net loss of $64,679,222 for the same period in 2020, a difference of $58,799,764 for the reasons discussed above.

~~For the Nine Months Ended September 30, 2021 and 2020~~

For the nine months ended
Sept 30,
2021 Sept 30,
2020 $
Change %
Change
Revenue $ 1,660 $ 2,316 $ (656 ) (28.32 %)

Operating Expenses 1,196,292 696,357 502,251 72.37 %

Loss from Operations (1,196,292 ) (694,041 ) (502,251 ) 72.37 %

Other Income (Expense) 18,463,640 (46,708,918 ) 65,172,558 (139.53 %)

Net Income (Loss) Available to Common Stockholders $ (17,531,575 ) $ (142,405,892 ) $ 124,874,317 (87.69 %)

~~Revenues~~

For the nine months ended September 30, 2021 and 2020, we generated revenues of $1,660 and $2,316, respectively, a decrease of $656 primarily due to the relaunch of product placements on the Company’s YouTube and social media channels.

~~Operating Expenses~~

For the nine months ended September 30, 2021 and 2020, our operating expenses were $1,196,292 and $696,357, respectively, an increase of $502,251. There was a decrease in advertising expenses from $43,020 for the nine months ended September 30, 2020 to $18,125 for the same period in 2021, a decrease of $24,895. There was a decrease in payroll and related expenses of $14,167 due to reduction in the number of employees, as payroll and related expenses decreased to $225,603 for the nine months ended September 30, 2021 from $ 239,770 for same period in 2020. Other general and administrative expenses increased by $540,510 from $413,417 for the nine months ended September 30, 2020, to $953,927 for the nine months ended SeptemberJune 30, 2021. ~~This increase was attributable to higher travel and legal costs for the nine months ended September 30, 2021 as compared to the same period in 2020.~~

~~Loss from Operations~~

~~During the nine months ended September 30, 2021, we incurred~~There were no gains or losses ~~of $1,196,292 from operations, as compared to losses of $694,041 during the same period in 2020, a difference of $502,251, for the reasons stated above.~~

~~Other Income (Expense)~~

For the nine months ended September 30, 2021 and 2020, the Company recorded interest expense of $1,667,413 and $3,607,210, respectively, primarily related to Company’s convertible notes. The Company recorded a $880 loss and $882 gain on the conversion of convertible notes during the six months ended June 30, 2022, as compared to $880 loss on the conversion of convertible debentures during the six months ended June 30, 2021. There was no gain or loss on the settlement of convertible notes and accrued interest, warrants, and accounts payable in exchange for Series Y preferred shares during the six months ended June 30, 2022, whereas as there was a gain of $4,854,139 during the same period in 2021. There was no gain of forgiveness of debt for the ~~nine~~six months ended ~~September~~June 30, ~~2021 and 2020, respectively. For~~2022, where was there was a gain of $192,521 during the ~~nine~~same period in 2021. In addition, interest expense increased to $(32,577,069) during the six months ended ~~September~~June 30, ~~2021 and 2020,~~2022 as compared to $(968,159) during the ~~Company recorded a $300,885 and a $303,593 gain, respectively, on the change in fair value of derivative liabilities. For the nine~~six months ended ~~September~~June 30, ~~2021 and 2020, the Company recorded losses of $159,633,797 and $43,406,183, respectively, of changes~~2021. Lastly, there were gains in the fair value of derivative liabilities of $14,264,476 and $300,885 during the six months ended June 30, 2022 and 2021, respectively.

Net Loss Available to Common Stockholders

Our net loss available to shareholders decreased by $4,100,410 to $19,310,623 during the six months ended June 30, 2022, from a $23,411,033 loss during the six months ended June 30, 2021 for the reasons discussed above.

Liquidity and Capital Resources

Net cash generated by operating activities for the six months ended June 30, 2022 was $566,238 as compared to $385,658 used in operating activities for the six months ended June 30, 2021. The cash flows generated by operating activities were driven by a net loss of $19,310,623, amortization of right of use assets (related-party) of $210,114, amortization of right of use assets of $997,027, depreciation and amortization of $1,815,367, payment of accrued rent to a related party of $122,865, increase of prepaid expenses of $70,109, decrease of security deposit of $2,437, increase of accounts payable and accrued expenses of $58,462, a change in operating lease liabilities of $1,008,459, largely offset by a gain on the settlement of convertible notes and accrued interest of $163,420, interest and amortization of debt discount of $32,577,069, change in the value of derivative liabilities of $14,264,476, increase in accounts receivable of $82,925, increases in inventories of $122,154, and a decrease in environmental remediation liabilities of $22,207. Cash flows used in operations for the six months ended June 30, 2021 were impacted primarily from the net loss of $11,387,890, partially offset by non-cash items including derivative liability for ~~the~~ authorized ~~shares shortfall. The Company recorded a $179,272,324~~share deficiency of $162,275,278, gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable ~~during the nine months ended September 30, 2021, as compared to $0 during the same period~~and cancelation of common shares in ~~2020. There was a $192,521~~exchange for Series Y preferred shares of $4,854,139, gain on ~~the forgiveness~~settlement of convertible notes payable and accrued interest and cancelation of common shares and warrants for cash of $170,085,696, interest and amortization of debt ~~for the nine months ended September 30, 2021,~~discount of $967,759, change in fair value of derivative liabilities of $300,885, gain on conversion of convertible notes payable of $880, as ~~compared to $0 during the same period~~well as an increase in ~~2020.~~

~~Net Income (Loss) Available to Common Stockholders~~

~~For the nine months ended September 30, 2021, we had net losses available to common stockholders~~accrued payroll and related expenses of ~~$17,531,575 as compared to a net loss~~$123,929, an increase in contract liabilities of ~~$142,405,892 for the same period~~$25,000, an increase in ~~2020, a difference~~prepaid expenses of ~~$124,874,317 for the reasons discussed above.~~

~~Liquidity~~$50,000, and ~~Capital Resources~~

~~Net cash used in operations for the nine months ended September 30, 2021 and 2020 was $548,640 and $717,062, respectively. This $168,422 decrease was primarily caused by~~ an increase in accounts payable and accrued expenses ~~accrued payroll and related expenses, and deferred revenue.~~ of $49,992.

Net cash used in ~~operations~~investing activities was $2,547,323 and $0 for the ~~nine~~six months ended ~~September~~June 30, ~~2020 was primarily based on~~2022 and 2021, respectively. For the ~~loss for the nine~~six months ended ~~September~~June 30, ~~2020, partially offset by decreases~~2022, there was cash used in ~~accounts payable and accrued payroll.~~ the purchase of equipment of $2,394,823, of which $152,500 was paid to a related-party.

Net cash ~~provided~~generated by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2021 and 2020~~2022 was ~~$548,237 and $716,592 respectively. During the nine months ended September 30, 2021, these funds were derived mainly from proceeds related~~$62,961, as compared to ~~the issuance of preferred shares and non-convertible notes. During the nine months ended September 30, 2020, net~~ cash ~~provided~~generated by financing activities ~~was derived~~of $385,434 during the six months ended June 30, 2021. During the six months ended June 30, 2022, the Company utilized $162,039 towards payments on non-convertible notes and received $225,000 in proceeds from a non-convertible note. During the six months ended June 30, 2021, there were cash proceeds of $200,000 from the ~~issuance~~sale of ~~convertible notes, offset by repayment~~Series X Preferred Stock, proceeds of $357,053 from the sale of non-convertible ~~notes.~~notes payable, proceeds of $14,311 from advances, repayments of advances of $9,930, and cash utilized in the settlement of debt and warrants of $176,000.

Capital Resources

As of June 30, 2022, we had cash on hand of $1,040,169. 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 ~~Resources~~

~~As of September 30, 2021,~~over the Next Fiscal Year

The Company had cash of $1,082 and working capital deficit (current liabilities in excess of current assets) of $17,514,830. During the nine months ended September 30, 2021, the net loss available to common stockholders was $17,531,575 and net cash used inis currently generating positive cashflows from operating activities ~~was $548,640. These conditions~~and does not believe it will need to raise ~~substantial doubt about our ability~~any additional capital to continue as a going concern for one year from the issuance of the condensed consolidated financial statements. Our primary source of operating funds since inception has been cash proceeds from the public and private placements of our securities, including debt securities, and proceeds from the exercise of warrants and options. We have experienced net losses and negative cash flows from operations ~~since inception and expect these conditions to continue~~ for the foreseeable future. ~~For~~Should the foreseeable future, our ability to continue our operations is dependent upon our ability to obtain additional capital through public or private equity offerings, debt financings or other sources; however, financing may not be available to us on acceptable terms, or at all. Our failureCompany choose to raise capital, it believes it can do so through non-equity based instruments such as non-convertible notes, lines of credit, and ~~when needed~~cash advances.

If the Company raises additional funds by issuing equity securities, its stockholders would ~~have a negative impact on our financial condition and our~~experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to ~~pursue our business strategy~~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 ~~we may be forced to curtail or cease operations.~~

~~Management’s plans regarding these matters encompass the following actions: 1) obtain funding~~require significant debt service payments, which diverts resources from ~~new and current investors to alleviate our working capital deficiency; and 2) implement a plan to generate revenues. Our continued existence is dependent upon our~~other activities. The Company’s ability to ~~translate our audience into revenues. However,~~raise additional capital will also be impacted by the ~~outcome~~outbreak of ~~our plans cannot be determined~~COVID-19, as well as market conditions and the price of the Company’s common stock.

On July 22, 2022, simultaneously with ~~any degree~~the listing of ~~certainty.~~

~~Accordingly,~~ the ~~accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted~~Company’s common stock on Nasdaq, the Company issued 6,896,901 shares of common stock for the conversion of its senior secured convertible notes in the ~~United States~~principal amount of ~~America, which contemplates continuation~~$37,714,966 together with accrued interest in the amount of $1,470,884. See Note 20 – Subsequent Events. The following pro-forma unaudited June 30, 2022 condensed balance sheet shows the effect of this debt conversion as if the transaction occurred on June 30, 2022:

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(FORMERLY MASSROOTS, INC.)

UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2022

UNAUDITED

				Conversion of
	June 30,			Debt and			Pro Forma
	2022			Accrued Interest			Combined

ASSETS
Current assets	$	1,696,359			-		$	1,696,359
Non-current assets		36,852,875			-			36,852,875
Total assets	$	38,549,234			-		$	38,549,234


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities	$	49,517,683		$	(39,023,107	)(A)(B)	$	10,494,576
Non-current liabilities		1,930,472			-			1,930,472

Shareholders’ (deficit) equity	$	(12,898,920	)	$	39,023,107	(C)(D)(E)	$	26,124,187

Total liabilities and shareholders’ equity	$	38,549,235		$	-		$	38,549,235

(A) Represents the conversion of $1,308,141 of accrued interest into shares of common stock.

(B) Represents the conversion of $37,714,966 of principal into shares of common stock.

(C) Represents the issuance of 6,896,901 shares of common stock for the conversion of convertible debt and accrued interest.

(D) Represents the (i) $36,553,575 fair value of the ~~Company as a going concern and~~6,896,901 shares of common stock at $5.30 per share, less the ~~realization~~(ii) par value of ~~assets and satisfaction~~the $6,896,901 shares of ~~liabilities in~~common stock.

(E) Represents the ~~normal course~~$2,306,789 loss on conversion 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 condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty such as the final settlement amounts of our notes payable and accrued interest.convertible debt.

~~Off-Balance Sheet Arrangements~~

~~As of September 30, 2021, we did not have any off-balance sheet arrangements.~~

Contractual Obligations

Our contractual obligations are included in our notes to the 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.

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 to Rules 13a-15(b) and 15-d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures,” as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means 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 company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon such evaluation, the Company’s CEO (the principal executive officer) and CFO (the principal financial officer) concluded that the Company’s disclosure controls and procedures as of ~~September~~June 30, ~~2021~~2022 were not effective.

Due to identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report. Specifically, the Company’s controls and procedures were ineffective because the Company did not have an adequate process established to ensure appropriate levels of review of accounting and financial reporting matters, which resulted in the Company’s closing process not identifying all required adjustments and disclosures in a timely fashion. The Company expects that it will need to hire accounting personnel with the requisite knowledge to improve the levels of review of accounting and financial reporting matters. The Company may experience delays in doing so and any such additional employees would require time and training to learn the Company’s business and operating processes and procedures. For the near-term future, until such personnel are in place, this will continue to constitute a material weakness in the Company’s disclosure controls and procedures that could result in material misstatements in the Company’s financial statements not being prevented or detected.

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

The Company’s principal executive officer and principal financial officer do not expect that the Company’s disclosure controls and procedures or its 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.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during its most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As disclosed in Note 89 – 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 December 31, ~~2020~~2021 with respect to our legal proceedings, except as described in Note 8.9 – Commitments and Contingencies. The disclosures set forth in Note 89 – 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, ~~2020~~2021 as filed with the SEC on April ~~16, 2021.~~14, 2022.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company does not have enough authorized and unissued shares of common stock to convert all of the convertible promissory notes into shares of common stock. As a result of this authorized shares shortfall, all of the convertible notes payable, including those where the maturity date has not yet been reached, are in default. Accordingly, (i) interest has been accrued at the default interest rate, if applicable, and (ii) the embedded conversion option has been accounted for, at fair value, as a derivative liability The Company has recorded the full value of the principal, default penalties, and interest as current liabilities, as fully described in “Note 9 - Convertible Notes Payable” in the Company’s notes to the condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q. The amount of principal in default pursuant to the convertible notes is $3,063,970 as of September 30, 2021.None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

The information set forth below is included herein for the purpose of providing the disclosure required under “Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.” of Form 8-K.

On April 11, 2022, the Company entered into the First Amendment to the Employment Agreement dated September 30, 2021, providing for the Company’s Chief Executive Officer to receive a bonus of $250,000 per quarter payable by the last day of every quarter in accordance with the Company’s regular payroll procedures.

The foregoing description of the First Amendment to the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the First Amendment to the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

~~None.~~

ITEM 6. EXHIBITS

(b) Exhibit Index

		Incorporated by Reference
No.	Description	Form	Filing Number	Exhibit	Filing Date

3.1	Third Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 25, 2022).	8-K	000-55431	3.1	February 25, 2022
3.2	Bylaws of the Registrant.	S-1	333-196735	3.3	June 13, 2014
3.3	State of Delaware Certificate of Merger of Domestic Corporation Into Domestic Corporation, for MassRoots Compliance Technology, Inc. and Odava Inc., effective as of July 13, 2017.	8-K	000-55431	3.1	July 14, 2017
3.4	Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock.	8-K	000-55431	3.1	July 12, 2019
3.5	Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock.	8-K	000-55431	3.2	July 12, 2019
3.6	Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock.	8-K	000-55431	3.1	July 22, 2019
3.7	Certificate of Correction to the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock.	10-K	000-55431	3.7	July 16, 2020
3.8	Certificate of Designations, Preferences and Rights of the Series X Convertible Preferred Stock.	10-Q	000-55431	3.1	December 18, 2020
3.9	Certificate of Designations, Preferences and Rights of the Series Y Convertible Preferred Stock.	10-K	000-55431	3.9	April 16, 2021
3.10	Certificate of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred Stock filed with the Secretary of State on May 24, 2021	8-K	000-55431	3.1	May 25, 2021
3.11	Certificate of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock filed with the Secretary of State on December 30, 2020	8-K	000-55431	3.2	May 25, 2021
3.12	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of MassRoots, Inc. effective September 30, 2021, field with the Secretary of State on September 30, 2021	8-K	000-55431	3.1	October 6, 2021
3.13	Certificate of Designations, Preferences and Rights of the Series Z Convertible Preferred Stock	8-K	000-55431	3.1	October 20, 2021
3.14	Certificate of Elimination of Series C Convertible Preferred Stock of Greenwave Technology Solutions, Inc.	8-K	000-55431	3.1	December 17, 2021
3.15	Certificate of Amendment to Certificate of Incorporation of MassRoots, Inc.	8-K	000-55431	3.1	February 25, 2022
3.16	Certificate of Amendment to Certificate of Incorporation of Greenwave Technology Solutions, Inc.	8-K	000-55431	3.2	February 25, 2022
10.1***	First Amendment to Employment Agreement by and between the Company and Danny Meeks dated April 11, 2022

~~No.~~		~~Description~~
~~2.1~~		~~Merger Agreement dated as of September 30, 2021 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 6, 2021)~~
~~3.1~~		~~Second Amended and Restated Certificate of Incorporation of MassRoots, Inc. (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 19, 2018)~~
~~3.2~~		~~Bylaws of the Company (Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on June 13, 2014)~~
~~3.3~~		State of Delaware Certificate of Merger of Domestic Corporation Into Domestic Corporation, for MassRoots Compliance Technology, Inc. and Odava Inc., effective as of July 13, 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14, 2017)
~~3.4~~		~~Certificate of Designations, Preferences and Rights of the Series A Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 12, 2019)~~
~~3.5~~		~~Certificate of Designations, Preferences and Rights of the Series B Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 12, 2019)~~
~~3.6~~		~~Certificate of Designations, Preferences and Rights of the Series C Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 22, 2019)~~
~~3.7~~		Certificate of Correction to the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock (Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on July 16, 2020)
~~3.8~~		Certificate of Designations, Preferences and Rights of the Series X Convertible Preferred Stock. (Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on December 18, 2020)
~~3.9~~		~~Certificate of Designations, Preferences and Rights of the Series Y Preferred Stock (Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on April 16, 2021)~~
~~3.10~~		Certificate of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred Stock filed with the Secretary of State on May 24, 2021 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 25, 2021)
~~3.11~~		Certificate of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock filed with the Secretary of State on December 30, 2020 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 25, 2021)
~~3.12~~		Certificate of amendment of the certificate of incorporation of the Company dated increasing the number of authorized shares of the Company’s common stock to 1,200,000,000 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 6, 2021)
~~3.13~~		~~Certificate of Designations, Preferences and Rights of the Series Z Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 20, 2021)~~
10.1**		~~Employment Agreement by and between the Company and Danny Meeks dated as of September 30, 2021 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 6, 2021)~~
~~10.2*+~~		~~Settlement Agreement, dated September 30, 2021~~
~~10.3~~		~~Stock Issuance Agreement, dated September 30, 2021 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 20, 2021)~~
~~10.4~~		~~Exchange Agreement, dated September 30, 2021 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 20, 2021)~~
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).

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

SIGNATURES

~~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.

	~~MASSROOTS,~~GREENWAVE TECHNOLOGY SOLUTIONS, INC.

Date: ~~November 22, 2021~~August 10, 2022	By:	/s/ Danny Meeks
		Danny Meeks, Chief Executive Officer (Principal Executive Officer)

Date: ~~November 22, 2021~~August 10, 2022	By:	/s/ ~~Isaac Dietrich~~Howard Jordan
		~~Isaac Dietrich,~~	Howard Jordan, Chief Financial Officer (Principal Financial and Accounting Officer)

~~iso4217:USD xbrli:shares~~

	September 30,			December 31,
	2021			2020
	(unaudited)
ASSETS
Current assets:
Cash	$	1,082		$	1,485
Prepaid expenses		-			97,132
Total current assets		1,082			98,617

Total assets	$	1,082		$	98,617

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	4,218,421		$	4,948,890
Accrued payroll and related expenses		4,037,298			3,864,055
Deferred revenue		25,000			-
Advances		122,000			88,187
Non-convertible notes payable, current portion, net of debt discount of $15,862 and $0, respectively		1,759,589			159,520
Derivative liabilities		4,289,634			25,475,514
Convertible notes payable		3,063,970			3,186,303
Total current liabilities		17,515,912			37,722,469

Non-convertible notes payable, net of debt discount of $1,636 and $0, respectively		128,857			60,000
PPP note payable		-			50,000
Total liabilities		17,644,769			37,832,469

Commitments and contingencies (See Note 8)

Stockholders' deficit:
Preferred stock - 10,000,000 shares authorized:
Preferred stock - Series X, $0.0001 par value, $20,000 stated value, 100 shares authorized; 26.05 and 16.05 shares issued and outstanding, respectively		-			-
Preferred stock - Series Y, $0.001 par value, $20,000 stated value, 1,000 shares authorized; 720.515674 and 654.781794 shares issued; 720.515674 and 626.995464 shares outstanding, and 0 and 27.78633 to be issued, respectively		1			1
Preferred stock - Series Z, $0.001 par value, $20,000 stated value, 500 shares authorized; 500 and 0 shares issued; 0 and 0 shares outstanding, and 500 and 0 to be issued, respectively		1			-
Preferred stock - Series C, $0.001 par value, 1,000 shares authorized; 1,000 shares issued and outstanding		1			1
Preferred stock - Series A, $0.001 par value, 6,000 shares authorized; 0 shares issued and outstanding		-			-
Preferred stock - Series B, $0.001 par value, 2,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock, $0.001par value, 1,200,000,000 shares authorized; 499,871,337 and 493,726,405 shares issued and outstanding, respectively		499,871			493,727
Common stock to be issued, 906,373,564 and 907,379,814 shares, respectively		906,374			907,380
Additional paid in capital		299,667,352			283,024,527
Discount on preferred stock		-			(20,973,776	)
Accumulated deficit		(318,717,287	)		(301,185,712	)
Total stockholders' deficit		(17,643,687	)		(37,733,852	)

Total liabilities and stockholders' deficit	$	1,082		$	98,617

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020


Revenues	$	54		$	2,316		$	1,660		$	2,316

Operating Expenses:
Cost of revenues		-			150			297			150
Advertising		(4,578	)		43,020			18,125			43,020
Payroll and related expense		66,693			63,879			225,603			239,770
Other general and administrative expenses		333,197			101,189			953,927			413,417
Total Operating Expenses		395,312			208,238			1,197,952			696,357

Loss From Operations		(395,258	)		(205,922	)		(1,196,292	)		(694,041	)

Other Income (Expense):
Interest expense		(699,254	)		(1,602,204	)		(1,667,413	)		(3,607,210	)
Change in derivative liability for authorized shares shortfall		2,641,481			66,572,635			(159,633,797	)		(43,406,183	)
Change in fair value of derivative liabilities		-			(85,287	)		300,885			303,593
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash		4,332,489			-			179,272,324			-
Gain on forgiveness of debt		-			-			192,521			-
Gain (loss) on conversion of convertible notes		-			-			(880	)		882
Total Other Income (Expense)		6,274,716			64,885,144			18,463,640			(46,708,918	)

Net Income (Loss) Before Income Taxes		5,879,458			64,679,222			17,267,348			(47,402,959	)

Provision for Income Taxes (Benefit)		-			-			-			-

Net Income (Loss)		5,879,458			64,679,222			17,267,348			(47,402,959	)

Deemed dividend resulting from amortization of preferred stock discount		-			-			(34,798,923	)		-
Deemed dividend from warrant price protection		-			-			-			(95,002,933	)

Net Income (Loss) Available to Common Stockholders	$	5,879,458		$	64,679,222		$	(17,531,575	)	$	(142,405,892	)

Net Income (Loss) Per Common Share:
Basic	$	-		$	0.05		$	(0.01	)	$	(0.10	)
Diluted	$	-		$	-		$	(0.01	)	$	(0.10	)

Weighted Average Common Shares Outstanding:
Basic		1,406,244,901			1,401,226,219			1,405,511,082			1,387,478,585
Diluted		9,450,619,151			40,198,748,273			1,405,511,082			1,387,478,585

	Preferred Stock																				Common Stock				Additional		Discount on
	Series X				Series Y				Series Z				Series C				Common Stock				to be Issued				Paid		Preferred		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		In Capital		Stock		Deficit			Total

Balance at June 30, 2021 (unaudited)		26.05	$	-		720.515674		1		-		-		1,000	$	1		499,871,337	$	499,871		906,373,564		906,374	$	298,648,071	$	-	$	(324,596,745	)	$	(24,542,427	)
Series Z preferred shares issued as equity kicker for note payable		-		-		-		-		250		-		-		-		-		-		-		-		387,262		-		-			387,262
Series Z preferred shares issued as part of settlement agmt		-		-		-		-		250		1		-		-		-		-		-		-		632,019		-		-			632,020
Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-		-		5,879,458			5,879,458
Balance at September 30, 2021 (unaudited)		26.05	$	-		720.515674		1		500		1		1,000	$	1		499,871,337	$	499,871		906,373,564		906,374	$	299,667,352	$	-	$	(318,717,287	)	$	(17,643,687	)

	Preferred Stock												Common Stock				Additional
	Series B				Series C				Common Stock				to be Issued				Paid		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		In Capital		Deficit			Total

Balance at June 30, 2020 (unaudited)		-	$	-		1,000	$	1		493,726,405	$	493,727		907,499,814	$	907,500		246,665,759		(396,647,339	)	$	(148,580,352	)
Net income		-		-		-		-		-		-		-		-		-		64,679,222			64,679,222
Balance at September 30, 2020 (unaudited)		-	$	-		1,000	$	1		493,726,405	$	493,727		907,499,814	$	907,500		246,665,759		(331,968,117	)	$	(83,901,130	)

		September 30, 2021				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Derivative liabilities		$	4,289,634			$	-			$	-			$	4,289,634

Balance, December 31, 2020	$	25,475,514
Transfers out due to conversions of convertible notes, accrued interest and warrants into shares of Series Y preferred stock		(4,834,911	)
Transfers out due to conversions of convertible notes and accrued interest into shares of common stock		(118,778	)
Transfers out due to cash payments made pursuant to settlement agreements		(175,565,103	)
Change in derivative liability due to authorized shares shortfall		159,633,797
Mark to market to September 30, 2021		(300,885	)
Balance, September 30, 2021	$	4,289,634

Gain on change in derivative liabilities for the nine months ended September 30, 2021	$	300,885

Exercise Price	Warrants Outstanding		Weighted Avg. Remaining Life		Warrants Exercisable
$0.0004 – 0.20		11,450,000		1.17		11,450,000
0.40		125,000		1.25		125,000
		11,575,000		1.17		11,575,000

	For the three months ended
	Sept 30, 2021			Sept 30, 2020			$ Change			% Change
Revenue	$	54		$	2,316		$	(2,262	)		(97.67	%)

Operating Expenses		395,312			208,238			187,074			89.84	%

Loss from Operations		(395,258	)		(205,922	)		(189,336	)		91.95	%

Other Income (Expense)		6,274,716			64,885,144			(58,610,428	)		(90.62	%)

Net Income (Loss) Available to Common Stockholders	$	5,879,458		$	64,679,222		$	(58,799,764	)		(90.91	%)

	For the nine months ended
	Sept 30, 2021			Sept 30, 2020			$ Change			% Change
Revenue	$	1,660		$	2,316		$	(656	)		(28.32	%)

Operating Expenses		1,196,292			696,357			502,251			72.37	%

Loss from Operations		(1,196,292	)		(694,041	)		(502,251	)		72.37	%

Other Income (Expense)		18,463,640			(46,708,918	)		65,172,558			(139.53	%)

Net Income (Loss) Available to Common Stockholders	$	(17,531,575	)	$	(142,405,892	)	$	124,874,317			(87.69	%)