Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Introduction and Certain Cautionary Statements

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with our consolidated financial statements and related notes and schedules included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, intensified competition and operating problems in our operating business projects and their impact on revenues and profit margins or additional factors, and those discussed in the section entitled "Risk Factors" in Part I, Item 1A of this Annual Report. In addition, certain information presented below is based on unaudited financial information.

Results of Operations

Our operations for the years ended December 31, 2025 and 2024 may not be indicative of our future operations.

Years Ended December 31, 2025 and 2024:

		For the Year Ended December 31, 2025				For the Year Ended December 31, 2024
Revenue
Construction Services		$	2,286,494			$	4,976,618
Oil & Gas			288,467				-
Technology			377,617				-
Total		$	2,952,578			$	4,976,618
Year over year % growth:
Construction Services			(54	)%			(70	)%
Oil & Gas			100	%			-	%
Technology			100	%			-	%
Consolidated			(41	)%			(70	)%
Operating income (loss)
Construction Services			(2,315,908	)			(319,481	)
Medical			-				(104,174	)
Oil & Gas			(2,759,937	)			-
Technology			(974,309	)			-
Corporate and Support			(8,018,187	)			(9,282,960	)
Consolidated			(14,068,341	)			(9,706,615	)
Other income (expenses)			4,751,849				(9,957,745	)
Less: Common stock deemed dividends			-				(5,621,596	)
Add: Net income (loss) from discontinued operations			-				2,684,678
Net loss attributable to common stockholders		$	(18,820,190	)		$	(22,601,278	)

Revenue

Total revenue for the year ended December 31, 2025, was $2,952,578 compared to $4,976,618 for the year ended December 31, 2024. Revenue decreased 41% in 2025, compared to the prior year.

The revenue decrease is primarily due to the Company restructuring in 2025.

Operating Income (Loss)

Operating loss was $14,068,341 for the year ended December 31, 2025, compared to $9,706,615 for the year ended December 31, 2024, representing an increase of $4,361,726 or 45% in 2025 compared to the prior year.

Corporate and support operating loss increased in 2025, as compared to the prior year, and such increase is primarily due to increased overhead costs in public expenses related to SEC compliance and legal costs, increases in IT support and increase in insurance expenses to support our various operations.

Other Income (Expense)

Other income (expense) for the years ended December 31, 2025 and 2024 was $4,751,849 and $(9,957,745), respectively. Significant drivers for the year over year change related to the negative change in the fair value of our equity-based investment of $6,616,201 during 2024 which was not recurring during 2025. During 2025, we recognized a loss on debt extinguishment of $4,648,282 and a loss on the initial recognition of embedded derivatives attributable to our convertible notes payable of $4,275,231. These losses were partially offset by gains from the settlement and change in fair value of those derivatives of $2,253,638 and $2,538,248, respectively, and a gain from a legal settlement of $2,000,000.

Impact of Inflation

The impact of inflation upon our revenue and income (loss) from continuing operations during each of the past two fiscal years has not been material to its financial position or results of operations for those years because we do not maintain any inventories whose costs are affected by inflation.

Liquidity and Capital Resources

As of December 31, 2025 and December 31, 2024, we had an aggregate of $427,866 and $375,873, respectively, of cash and cash equivalents. To date, we have financed our operations from revenue generated from operations, sales of our equity and debt financing.

As of December 31, 2025, our stockholders' equity (deficit) was $7,589,746 compared to $(12,460,308) as of December 31, 2024. Our net loss for the years ended December 31, 2025 and 2024 was $18,820,190 and $16,979,682 respectively. Net cash used in operating activities was $7,836,959 and $10,898,755 for the years ended December 31, 2025 and 2024, respectively.

Historically, our operations have primarily been funded through proceeds from equity and debt financings, as well as revenue from operations.

We have negative operating cash flows, which has raised substantial doubt about our ability to continue as a going concern.

If we are not successful with our efforts to increase revenue, we will experience, as we have from time to time in the past, a shortfall in cash. If there is a shortfall, we will be forced to reduce operating expenses, among other steps, all of which would have a material adverse effect on our operations going forward. In addition, we have issued various types of debt to provide funds for operations as set forth below.

We will also seek to obtain debt or additional equity financing to meet any cash shortfalls both in the public company or our subsidiaries. The type, timing and terms of any financing we may select will depend on, among other things, our cash needs, the availability of other financing sources and prevailing conditions in the financial markets. However, there can be no assurance that we will be able to secure additional funds if needed and that, if such funds are available, the terms or conditions would be acceptable to us. If we are unable to secure additional financing, further reduction in operating expenses might need to be substantial in order for us to ensure enough liquidity to sustain our operations. Any equity financing would be dilutive to our stockholders. If we incur debt, we will likely be subject to restrictive covenants that significantly limit our operating flexibility and require us to encumber our assets. If we fail to raise sufficient funds and continue to incur losses, our ability to fund our operations, take advantage of strategic opportunities, or otherwise respond to competitive pressures will be significantly limited. These circumstances have raised substantial doubt about our ability to continue as a going concern, and continued cash losses may risk our status as a going concern. Our consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

We will need to generate additional revenues or secure additional financing sources, such as debt or equity capital, to fund future operations, which financing may not be available on favorable terms or at all. If we fail to raise sufficient funds and continue to incur losses, our ability to fund our operations, take advantage of strategic opportunities, or otherwise respond to competitive pressures will be significantly limited and we will need to significantly curtail or cease our operations.

Core Funding Source LLC

On January 22, 2025, SG Building entered into a Cash Advance Agreement (the "Core Cash Advance Agreement") with Core Funding Source LLC ("Core") pursuant to which SG Building sold to Core $104,930 of its future receivables for a purchase price of $70,000, less underwriting fees and expenses paid, for net funds provided of $63,000. Pursuant to the Core Cash Advance Agreement, Core is expected to receive $2,998 a day directly from SG Building until the $104,930 due to Core is paid in full. In the event of a default, as defined in the Core Cash Advance Agreement, Core, among other remedies, can demand payment in full of all amounts remaining due under the Core Cash Advance Agreement. As of December 31, 2025, the outstanding balance amounted to $0.

Firstfire Global Opportunities Fund, LLC

On February 12, 2025, the Company executed and issued a Promissory Note (the "Firstfire Note") in favor of Firstfire Global Opportunities Fund, LLC ("Firstfire") in the aggregate principal amount of $360,000 (the "Firstfire Principal"), and an accompanying Securities Purchase Agreement, executed on February 12, 2025 (the "Firstfire SPA").

The Note was purchased by Firstfire for a purchase price of $300,000, representing an original issue discount of $60,000. The Note bears interest at a rate of fifteen percent (15%) per annum, with the understanding that the first twelve months of interest under the Firstfire Note (equal to $54,000), shall be guaranteed and earned in full as of February 12, 2025. Any amount of Firstfire Principal or interest due under the Firstfire Note which is not paid when due shall bear interest at eighteen percent (18%) per annum ("Firstfire Default Interest"). The Firstfire Note may not be prepaid in whole or in part except as explicitly set forth in the Note. In connection with the issuance of the Firstfire Note and the Firstfire SPA, the Company will issue to the lender common stock purchase warrants (the "Firstfire Warrant"), which shall be exercisable into 3,750 shares of Common Stock. The relative fair value of the Firstfire Warrants amounted to $158,883 and are recorded as a debt discount to the underlying Firstfire Note.

Firstfire will have the right, on any calendar day, at any time on or after the issue date, to convert all or any portion of the then-outstanding Firstfire Principal and interest (including any Firstfire Default Interest) into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company. The per share conversion price into which the principal, interest (including any Firstfire Default Interest) shall be equal to $78, subject to adjustment as provided in the Note (the "Firstfire Conversion Price"). If at any time the Firstfire Conversion Price for any conversion would be less than the par value of the common Stock, then at the sole discretion of the lender, the Firstfire Conversion Price may equal such par value for such conversion, and the conversion amount shall be increased to include Additional Principal (where "Additional Principal" means such additional amount to be added to the conversion amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued if the Firstfire Conversion Price had not been adjusted by the Lender to the par value price. The Lender shall be entitled to deduct $1,750 from the conversion amount in each notice of conversion to cover Lender's fees associated with each notice of conversion. The Note may not be converted into shares of the Company's common stock if the conversion would result in the Lender and its affiliates owning an aggregate of in excess of 4.99% of the then-outstanding shares of the Company's common stock.

After an Event of Default, as defined in the Firstfire SPA, in addition to all other rights under the Firstfire Note, the Lender shall have the right to convert any portion of the Firstfire Note at any time at a price per share equal to the Alternate Price. The "Alternate Price" shall mean the lesser of (i) the applicable conversion price under the Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $333.

On April 18, 2025, the Firstfire Note was repaid in cash for total consideration of $360,000. Immediately prior to settlement, the Company remeasured the embedded derivative to its fair value of approximately $2.4 million, recognizing a gain on change in fair value of approximately $1.9 million. Upon settlement, the Company derecognized the carrying value of the Note, the unamortized debt discount, and the bifurcated derivative liability, and recognized a gain on settlement of $2.4 million, included in 'gain on settlement of derivatives' in the accompanying consolidated statement of operations. As of December 31, 2025, no derivative liability related to the Firstfire Note remained outstanding. As of December 31, 2025, the outstanding balance of this note was $-0-.

Tysadco Partners LLC

On March 6, 2025, the Company issued a promissory note (the "Tysadco Note") in favor of Tysadco Partners LLC ("Tysadco"), with an effective date of February 25, 2025, in the aggregate principal amount of up to $1,875,000 (the "Tysadco Principal"), and an accompanying Securities Purchase Agreement (the "Tysadco SPA"). All outstanding Tysadco Principal and interest shall be due on November 30, 2025 (the "Tysadco Maturity Date"). The Tysadco Note was purchased for up to $1,500,000, representing an original issue discount of twenty-five percent (25%), equal to $375,000 if the Note is fully funded. The Tysadco Note bears interest at twelve percent (12%) interest per annum. Tysadco has the right to convert all or any portion of the then-outstanding Tysadco Principal and interest into fully paid and non-assessable shares of common stock of the Company, par value $0.01 per share (the "Tysadco Conversion Shares"). The per share conversion price into which the Tysadco Principal and interest converts was $320. Among others, the following shall be considered events of default under the Tysadco Note, each an Event of Default as defined in the Tysadco SPA: if the Company fails to pay the Tysadco Principal or interest when due under the Tysadco Note; if the Company fails to issue the Tysadco Conversion Shares to Tysadco upon exercise by Tysadco of the conversion rights under the Note; or if the Company breaches any covenant, agreement, or other term or condition of the Tysadco Note or the accompanying Tysadco SPA. Upon the occurrence of an Event of Default, as defined in the Tysadco SPA, then the outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of the such Event of Default, and a daily penalty of $500 will accrue until the default is remedied.

If the Company has not obtained approval from the holders of the Company's common stock, as required by applicable rules and regulation of Nasdaq, the Company shall not issue any number of shares of common stock under the Tysadco Note that would exceed 4.99% of the shares of the Company's common stock outstanding as of the date of the Tysadco Note. Additionally, the Company shall not effect any conversion of the Tysadco Note, and the Lender shall not have the right to convert any portion of the Tysadco Note or receive shares of common stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Lender, together with any affiliates thereof, would beneficially own in excess of 4.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest.

In connection with the issuance of the Tysadco Note and the Tysadco SPA, the Company will issue 459 shares of Common Stock (the "Commitment Shares") as additional consideration for the purchase of the Tysadco Note.

On September 11, 2025, the Company entered into a Settlement and Release Agreement with Tysadco Partners, LLC ("Tysadco") to resolve all claims and disputes arising under the Promissory Note and the Securities Purchase Agreement, each dated February 25, 2025 (collectively, the "Transaction Documents"), and to terminate the financing arrangement in its entirety. Pursuant to the agreement, the Company issued 51,563 shares of its common stock in full settlement and satisfaction of the outstanding principal and accrued interest under the note, totaling $575,000, and in exchange for a mutual release of all claims under the Transaction Documents, including the Company's release from the remaining undrawn tranches under the Securities Purchase Agreement.

GS Capital Partners, LLC

On March 3, 2025, the Company executed and issued a Promissory Note (the "GSA Note") in favor of GS Capital Partners, LLC ("GSA") in the aggregate principal amount of $360,000 (the "GSA Principal"), and an accompanying Securities Purchase Agreement (the "GSA SPA") and Registration Rights Agreement (the "RRA").

The GSA Note was purchased by GSA for a purchase price of $300,000, representing an original issue discount of $60,000. The GSA Note bears interest at a rate of fifteen percent (15%) per annum, with the first twelve months of interest under the Note (equal to $54,000), being guaranteed and earned in full as of the issue date. Any amount of the GSA Principal or interest due under the GSA Note which is not paid when due shall bear interest at eighteen percent (18%) per annum (the "GSA Default Interest"). The GSA Note may not be prepaid in whole or in part except as explicitly set forth in the GSA Note. The Company shall make monthly payments on the GSA Note in the amount of $44,000, due and payable on the 3rd of each month commencing on June 3, 2025, and ending on February 3, 2026, with a final payment due and payable on March 3, 2026, in the amount equal to any remaining outstanding balance of the GSA Note.

GSA will have the right to convert all or any portion of the then-outstanding GSA Principal and interest including any GSA Default Interest, as defined in the GSA Note, into fully paid and non-assessable shares of common stock of the Company, par value $0.01 per share. Such conversion right is wholly contingent and subject to the approval of such conversion by a sufficient amount of holders of the Company's common stock to satisfy the shareholder approval requirements for such action as provided in Nasdaq Rule 5635(d) ("Shareholder Approval"). GSA may, on any calendar day, at any time after Shareholder Approval of such conversion, convert all or any portion of the then-outstanding GSA Principal and interest (including any GSA Default Interest) into fully paid and non-assessable share of common stock, par value $0.01 per share, of the Company. The per share conversion price into which the GSA Principal, interest (including any GSA Default Interest) shall be equal to $416, subject to adjustment as provided in the Note (the "GSA Conversion Price"). If at any time the GSA Conversion Price for any conversion would be less than the par value of the common stock, then at the sole discretion of GSA, the GSA Conversion Price may equal such par value for such conversion, and the conversion amount shall be increased to include Additional Principal where "Additional Principal" means such additional amount to be added to the conversion amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued if the GSA Conversion Price had not been adjusted by GSA to the par value price. GSA shall be entitled to deduct $1,750 from the conversion amount in each notice of conversion to cover GSA's fees associated with each notice of conversion. The GSA Note may not be converted into shares of the Company's common stock if the conversion would result in GSA and its affiliates owning an aggregate of in excess of 4.99% of the then-outstanding shares of the Company's common stock.

Among others, the following shall be considered events of default under the GSA Note ("GSA Event of Default"): if the Company fails to pay the GSA Principal amount or interest when due on the GSA Note; the Company fails to issue conversion shares to GSA upon exercise by GSA of the conversion rights under the GSA Note; or the Company breaches any covenant, agreement, or other term or condition of the GSA Note or the accompanying Securities Purchase Agreement, Registration Rights Agreement, Irrevocable Transfer Agent Instructions, or Warrants.

After an GSA Event of Default, in addition to all other rights under the GSA Note, GSA shall have the right to convert any portion of the GSA Note at any time at a price per share equal to the Alternate Price. The "Alternate Price" shall mean the lesser of (i) the applicable conversion price under the Note, (ii) the closing price of the Common Stock on the date of the GSA Event of Default, or (iii) $333.

On November 19, 2025, the Company and GSA refinanced the GSA Note into a new note payable in the amount of $625,000 with substantially similar terms. On November 19, 2025, GSA, converted the outstanding balance of the note payable into 14,710 shares of common under contract terms. As result of the refinancing the Company derecognized the derivative liability associated with the GSA Note. Immediately prior to settlement, the Company remeasured the embedded derivative to its fair value of approximately $28,000, recognizing a gain on change in fair value of approximately $547,000. Upon settlement, the Company derecognized the carrying value of the GSA Note, the unamortized debt discount, and the bifurcated derivative liability, and recognized a loss on settlement of approximately $40,000, included in 'gain on settlement of derivatives' in the accompanying consolidated statement of operations. As of December 31, 2025, no derivative liability related to the GSA Note remained outstanding. As of December 31, 2025, the outstanding balance of this note was $-0-.

Generating Alpha

On March 27, 2025, the Company executed and issued a Promissory Note (the "Generating Note") in favor of Generating Alpha Ltd. ("Generating") in the aggregate principal amount of $375,700 (the "Generating Principal"), and an accompanying Securities Purchase Agreement (the "Generating SPA") and Registration Rights Agreement (the "Generating RRA").

The Generating Note was purchased by Generating for a purchase price of $300,560, representing an original issue discount of $75,140. The Note bears interest at a rate of fifteen percent (15%) per annum, with the understanding that the first twelve months of interest under the Generating Node (equal to $56,355), shall be guaranteed and earned in full as of March 27, 2025. Any amount of the Generating Principal or interest due under the Generating Note which is not paid when due shall bear interest at eighteen percent (18%) per annum (the "Generating Default Interest"). The Company shall make monthly payments on the Generating Note (each an "Amortization Payment") in the amount of $43,205.50, due and payable on the 6th of each month commencing on June 6, 2025, and ending on March 6, 2026. The Company may accelerate the payment date of any Amortization Payment by giving notice to Generating.

If the Company fails to pay any Amortization Payment when due, in addition to all other rights under the Generating Note, Generating shall have the right to convert at any time any portion of the Generating Note at a price per share equal to the Market Price. "Market Price" shall mean the lesser of (i) the then applicable conversion price under the Generating Note or (ii) 80% of the lowest closing price of the Company's shares of common stock, par value $0.01 on any trading day during the ten trading days prior to the conversion date. If an event of default occurs under the Generating Note, as defined in the Generating SPA, then, in addition to all other rights under the Generating Note, the Lender shall have the right to convert at any time any portion of the Generating Note at a price per share equal to the Alternate Price. "Alternate Price" shall mean the lesser of (i) the then applicable conversion price, (ii) the closing price of the common stock on the date of the event of default (provided, however, that if such date is not a trading day, then the next trading day after the event of default), or (iii) $332.80 (subject to adjustment as provided in the Generating Note).

The total cumulative number of shares of common stock issued to Generating under the Generating Note, together with the Generating SPA and the Generating RRA, may not exceed the requirements of Nasdaq Listing Rule 5635(d) (the "Nasdaq 19.99% Cap"), except that is the number of shares of common stock issued to Lender reaches the Nasdaq 19.99% Cap, the Company, at its election, will use reasonable commercial efforts to obtain stockholder approval of the Generating Note and the issuance of additional conversion shares, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the "Approval"). If the Company is unable to obtain such Approval, any remaining outstanding balance of the Generating Note must be repaid in cash.

Among others, the following shall be considered events of default under the Generating Note ("Generating Event of Default"): if the Company fails to pay an Amortization Payment when due on the Note; the Company fails to perform or observe any covenant, term, provision, condition, agreement, or obligation of the Company under the Generating Note, the Generating SPA, or the Generating RRA; the Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business.

After an Generating Event of Default, in addition to all other rights under the Generating Note, Generating shall have the right to convert any portion of the Generating Note at any time at a price per share equal to the Alternate Price. The "Alternate Price" shall mean the lesser of (i) the applicable conversion price under the Note, (ii) the closing price of the common stock on the date of the Generating Event of Default, or (iii) $332.80.

Prosperity

On June 3, 2025 (the "Effective Date"), Olenox entered into a Promissory Note (the "Prosperity Note") in favor of Prosperity Bank (the "Lender") in the aggregate principal amount of $2,000,000 (the "Prosperity Principal"). The Prosperity Note evidences a revolving Line of Credit of Olenox with the Lender. The Prosperity Note is secured by the Company's Certificate of Deposit held with the Lender with an approximate balance of $2,000,000.

The Prosperity Note bears interest at a rate of 5% per annum. Interest shall be calculated based on a year of 360 days. The Prosperity Note shall be due in full immediately upon Lender's demand. If no demand is made, the Company will pay all outstanding principal and all accrued unpaid interest on June 2, 2026. In addition, the Company will pay regular monthly payments of all accrued interest due as of each payment date, beginning July 2, 2025. The Company may prepay all or a portion of the principal without penalty earlier than it is due. If a payment is 10 days or more late, the Company will be charged a late charge 5.00% of the unpaid portion of the regular payment. The Lender reserves a right of setoff in all of the Company's accounts with the Lender (whether checking, savings, or some other account). The Company authorizes the Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. The Prosperity Note provides for a commercial guaranty by Michael McLaren.

Among others, the following shall constitute an event of default under the Prosperity Note (each an "Prosperity Event of Default"): if the Company fails to make any payment when due under the Prosperity Note; if the Company fails to comply with or to perform any other term, obligation, covenant, or condition contained in the Prosperity Note or any related documents; any representation or statement made by the Company to the Lender is false or misleading in any material respect; a change in ownership of twenty-five percent (25%) or more of the common stock of the Company; or a material adverse change in the Company's financial condition. Upon an Prosperity Event of Default, the interest rate on the Prosperity Note shall be 18.00%.

The Prosperity Note contains covenants applicable to the Company pertaining to the line of credit, including, among others, that the Company agrees to: maintain books and records of its operations (the "Books and Records") to the need for the line of credit; permit the Lender or any of the Lender's representatives, inspect and/or copy the Books and Records; and to provide the Lender any documentation requested which support the reason for making any advance under the line of credit. Further, the Prosperity Note provides that the Company shall furnish from time to time to the Lender, upon the Lender's request, copies of balance sheets of the Company, and copies of statements of income and cash flows of the Company.

Acquisition Notes

The following notes were acquired in the acquisition of NAHD.

A note payable to a third party dated June 9, 2022, for $350,000, with interest at 9.5% per annum and due on June 1, 2032. This note is secured. As of December 31, 2025, the outstanding balance amounted to $264,786.

A note payable to a third party dated October 10, 2024, for $150,000, with interest at 15.32% per annum and due on October 8, 2029. This note is unsecured. As of December 31, 2025, the outstanding balance amounted to $124,621.

A note payable to a third party dated June 28, 2022 of $500,000, with interest at 10% per annum and due June 28, 2024. This note is originally convertible at a conversion price equal to the lesser of (i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.80, and (ii) the quotient resulting from dividing $20,000,000 by the number of outstanding shares of common stock of Machfu immediately prior to the Qualified Financing. This note is currently in default. As of December 31, 2025 the outstanding balance amounted to $500,000 and is in default.

A note payable to a third party of $250,000 dated July 12, 2023, with interest at 10% per annum and due July 12, 2025. This note is originally convertible at a conversion price equal to the lesser of (i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.80, and (ii) the quotient resulting from dividing $20,000,000 by the number of outstanding shares of common stock of Machfu immediately prior to the Qualified Financing. As of December 31, 2025 the outstanding balance amounted to $250,000 and is in default.

A note payable to a related party of $1,674,096 dated February 23, 2023, with interest at 12% per annum and due on August 23, 2023. The Company assumed the convertible note payable held by the Company's Chief executive officer, a related party. During the year ended December 31, 2025, $1,495,098 of principal and $513,171 of accrued interest was converted into 31,231 shares of common stock under contract terms. As of December 31, 2025, the outstanding principal balance amounted to $255,433. There was no outstanding accrued interest as of December 31, 2025.

A note payable to a third party of $33,722 on various dates and due on demand. There is no interest on this note. As of December 31, 2025 the outstanding balance amounted to $0.

Giant Container Note

On December 18, 2025, in connection with the acquisition of Giant Group America Inc. (Note 11), the Company issued a promissory note payable to the seller as partial consideration for the acquisition. This note bears interest at a rate of five percent (5%) per annum. The principal balance of the note is $1,750,000, with quarterly payments of principal and interest commencing on April 15, 2026, until April 15, 2028, when the entire unpaid balance of principal and interest shall be due and payable in full. The Company may prepay all or any portion of the principal amount of this note without penalty.

We may need to generate additional revenues or secure additional financing sources, such as debt or equity capital, to fund future growth, which financing may not be available on favourable terms or at all. We do not have any additional sources secured for future funding, and if we are unable to raise the necessary capital at the times we require such funding, we may need to materially change our business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning such business plan altogether.

Cash Flow Summary

		For The Year Ended December 31,
		2025				2024
Net cash provided by (used in):
Operating activities		$	(7,836,959	)		$	(10,898,755	)
Investing activities			(4,097,456	)			6,702
Financing activities			11,986,408				11,253,714
Net increase (decrease) in cash and cash equivalents		$	51,993			$	361,661

Operating activities used net cash of $7,836,959 during the year ended December 31, 2025, and $10,898,755 during the year ended December 31, 2024. Generally, our net operating cash flows fluctuate primarily based on changes in our profitability and working capital. Cash used in operating activities increased by approximately $3,061,796 primarily due to non-cash charges of $10,222,269 for various items and changes in working capital of $689,962.

Investing activities used net cash of $4,097,456 during the year ended December 31, 2025, and provided $6,702 during the year ended December 31, 2024. Cash used in investing activities increased by $4,104,158 from the corresponding period of the prior year. The December 31, 2025 amount is due to $999,453 purchase of property and equipment and oil and gas assets, $2,000,000 used for the purchase of a certificate of deposit and $978,003 used in acquisitions.

Financing activities provided net cash of $11,986,408 during the year ended December 31, 2025, and provided net cash of $11,253,714 during the year ended December 31, 2024. Cash provided by financing activities increased by $732,694 from the corresponding period of the prior year. The December 31, 2025 amount is due to $5,705 proceeds from short-term note payable, $1,770,000 proceeds from a line of credit, $2,001,667 proceeds from convertible notes payable, $6,636,205 from the issuance of common stock, $2,799,500 from the issuance of preferred stock. These cash proceeds were offset by repayments of short-term notes payable $805,753, convertible notes payable $498,261.

Off-Balance Sheet Arrangements

As of December 31, 2025 and 2024, we had no material off-balance sheet arrangements to which we are a party.

In the ordinary course of business, we enter into agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies in our industry sector. These agreements are typically with consultants and certain vendors. Pursuant to these agreements, we generally agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to actions taken or omitted by us. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly, we have no liabilities recorded for these provisions as of December 31, 2025.

Critical Accounting Estimates and New Accounting Pronouncements

Critical Accounting Estimates

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). In connection with the preparation of the financial statements, we are required to make assumptions and estimates and apply judgments that affect the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that we believe to be relevant at the time the consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in "Note 3 - Summary of Significant Accounting Policies" of the notes to our consolidated financial statements included elsewhere in this Annual Report. We believe that the following accounting policies are the most critical in fully understanding and evaluating our reported financial results.

Share-based payments. We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of the award is measured on the grant date. For non-employees, the fair value of the award is generally re-measured on interim financial reporting dates and vesting dates until the service period is complete. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. We recognize stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors is reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations.

Convertible instruments. The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) 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; (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP measures with changes in fair value reported in earnings as they occur; and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Olenox determined that the embedded conversion options that were included in the previously outstanding convertible debentures should be bifurcated from their host and a portion of the proceeds received upon the issuance of the hybrid contract has been allocated to the fair value of the derivative. The derivative was subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations.

Revenue recognition. The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five steps in accordance with its revenue policy:

(1)

Identify the contract with a customer

(2)

Identify the performance obligations in the contract

(3)

Determine the transaction price

(4)

Allocate the transaction price to performance obligations in the contract

(5)

Recognize revenue as performance obligations are satisfied

On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicates a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident.

For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time.

Goodwill. Goodwill represents the excess of reorganization value over the fair value of identified net assets upon emergence from bankruptcy. In accordance with the accounting guidance on goodwill, Safe & Green performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying value.

Intangible assets. Intangible assets with finite lives are reported at cost, less accumulated amortization, and are amortized over their estimated useful lives. Amortization is calculated using the straight-line method, and recorded within selling, general, and administrative expenses, or cost of revenues, depending on the nature and use of the asset.

Oil and Gas Reserves. Reserve engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.

New Accounting Pronouncements

See Note 3 to the accompanying consolidated financial statements for all recently adopted and new accounting pronouncements.