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.

Overview

We are a Delaware corporation, originally formed in 2021 under the name SGB Development Corp., to engage in real property development using purpose-built, prefabricated modules constructed from both wood and steel. From our inception through 2023, our operations primarily focused on the acquisition, entitlement, and development of residential properties in high-growth markets across the United States. These efforts included the direct acquisition of land, strategic investments in real estate entities, and joint venture partnerships targeting green, single-family and multifamily housing projects.

In 2023 and early 2024, we expanded our strategy by investing in real estate-related artificial intelligence ("AI") technologies and entering into additional joint ventures in the Southern Texas market aimed at developing sustainable single-family housing. Due to our shift in focus described below, we are no longer pursuing real estate AI related activities. We also announced plans to monetize our real estate holdings by selling properties where third-party appraisals indicated meaningful value appreciation, with proceeds to be reinvested in our current operations.

In June 2025, we completed our acquisition of Resource Group US Holdings LLC ("Resource Group"), which marked a significant strategic shift in our core business. Resource Group, through its subsidiaries, is a vertically integrated, full-service operator in the engineered soils and organic recycling industry. Its operations center on the transformation of targeted organic green waste materials into environmentally friendly soil and mulch products. Through our subsidiary, Zimmer Equipment Inc. ("ZEI"), we provide comprehensive waste logistics and collection services for our own products as well as for products of third parties through ZEI's owned fleet of high-capacity transportation equipment and third-party contractors engaged by us. ZEI offers year-round collection and disposal services through high-capacity grapple trucks, open-top walking floor trailers, and variable-sized containers serving green waste generators, landscaping companies, golf courses, communities, and municipalities. Resource Group works with ZEI to streamline operations by internalizing certain transportation services, reducing over-the-road mileage, lowering disposal costs, and maximizing efficiency.

We currently operate in three segments: biomass recycling, logistics, and real estate. For the year ended December 31, 2025, we operated in four segments and generated $8,220,449 in revenue, of which approximately $5,935,296 was generated from our logistics business, $2,266,983 was generated from our biomass recycling business, and $18,170 was generated from our technology sector. While our logistics business operated by our subsidiary, ZEI, and our biomass recycling business operated by our subsidiary, Resource Group, are expected to serve as our primary operational focuses going forward, we also currently intend to continue to monetize our legacy real estate assets and joint venture interests.

Recent Financial Developments

July 2025 Equity Offering and Related Agreements

On July 29, 2025, we entered into a Securities Purchase Agreement with two investors (the "July 2025 Purchase Agreement") pursuant to which we sold 309,691 shares of Common Stock (15,485 as adjusted for the Reserve Split) at $0.9094 per share ($18.19 as adjusted for the Reserve Split), together with pre-funded warrants exercisable for 173,681 shares of common stock (8,684 as adjusted for the Reserve Split) at an exercise price of $0.0001 per share, and five-year warrants to purchase 483,372 shares of Common Stock (24,169 as adjusted for the Reserve Split) at $0.9094 per share ($18.19 as adjusted for the Reserve Split). The warrants were sold at $0.125 per warrant, resulting in aggregate gross proceeds of approximately $560,422. Dawson James Securities, Inc. acted as financial adviser in connection with the offering and received 150,000 restricted shares of common stock and a $20,000 expense reimbursement.

The July 2025 Purchase Agreement provided the investors with a 75-day right of first refusal to participate in any proposed sale of our equity or debt securities, subject to certain exceptions, and prohibited us during that period from entering into any transaction that could interfere with or substitute for a proposed $100 million private-placement financing (the "Treasury Opportunity") to establish a cryptocurrency treasury reserve. The investors were required to present such an opportunity within three business days of signing, with Dawson James Securities, Inc. serving as exclusive placement agent. The agreement further established specific milestones for presenting, documenting, and consummating a Treasury Opportunity; if those milestones were not met (a "Treasury Opportunity Failure"), the investors' right of first refusal and related restrictions expired and the consulting agreement that we entered into with Bill Panagiotakopoulos, appointing him as executive consultant at an annual salary of $200,000 to assist in pursuing the Treasury Opportunity also terminated.

In connection with the July 2025 Purchase Agreement, we entered into a forbearance agreement with the assignees of the Arena Debentures, under which the assignees agreed to forbear from exercising rights or remedies relating to certain defaults until sixty-one days after any Treasury Opportunity Failure. We retained a sixty-day period following any such failure to redeem or arrange the purchase of the outstanding Arena Debentures at 115% of principal. Unless and until a Treasury Opportunity Failure occurred, we were restricted from redeeming or arranging the purchase of the Arena Debentures.

The use of proceeds from the July 2025 Purchase Agreement was designated as follows: $100,000 to reimburse deferred expenses incurred by the Company's Chief Executive Officer, $200,000 to pay outstanding legal fees, and the remaining proceeds for working-capital purposes, subject to Mr. Panagiotakopoulos's reasonable consent.

Additionally, effective July 29, 2025, we entered into a waiver and consent with Arena Business Solutions Global SPC II, LTD, which waived certain rights under existing agreements to permit the offering pursuant to the July 2025 Purchase Agreement. In consideration for the waiver and consent, we issued a five-year pre-funded warrant exercisable for 100,000 shares of common stock (5,000 as adjusted for the Reserve Split) at a nominal exercise price of $0.0001 per share.

October 2025 Private Placement

On October 16, 2025, we entered into a securities purchase agreement (the "October Purchase Agreement") with institutional investors for the issuance and sale in a private placement transaction of 360,000 shares of a newly designated series of Series B Non-Voting Convertible Preferred Stock convertible at an initial conversion price of $1.36 per share ($27.20 as adjusted for the Reserve Split) into 6,617,647 shares of our common stock (330,882 as adjusted for the Reserve Split) and warrants to purchase up to 6,617,647 shares of our common stock (330,882 as adjusted for the Reserve Split) exercisable at an initial exercise price of $1.36 per share ($27.20 as adjusted for the Reserve Split), subject, among other things, to adjustment, shareholder approval and certain beneficial ownership limitations set by each holder, for a combined purchase price of $25.00 for each share of Series B Preferred Stock and accompanying warrant, which pricing was designed to be in accordance with the "Minimum Price" requirement as defined in the Nasdaq rules. The private placement closed on October 17, 2025. The net proceeds to us were approximately $8.175 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by us.

February 2026 Private Placement

On February 12, 2026, we entered into a securities purchase agreement (the "2026 Purchase Agreement") with certain institutional investors (the "2026 Purchasers") for the issuance and sale in a private placement transaction (the "2026 Private Placement") of Senior Convertible Notes ("2026 Notes") in the aggregate principal amount of $6,042,985.39. The 2026 Notes bear interest at a rate of 12% per annum, mature 13 months from the date of issuance, are payable in ten monthly installments in an amount equal to 110% of (i) 1/10^th of the principal of the 2026 Notes (ii) plus accrued interest, with the first installment due and payable on the earlier of 180 days from the Closing Date or 90 days following the date that the registration statement registering the Common Stock to be issued upon conversion of the 2026 Notes and upon exercise of the 2026 Warrants (as defined below) is declared effective by the SEC and, without taking into account any accrued and unpaid interest, are initially convertible, at the option of the holder, into an aggregate of 21,505,287 shares of the Company's common stock (1,075,264 as adjusted for the Reserve Split), par value $0.001‌ (the "Common Stock"), at a conversion price of $0.281 per share ($5.62 as adjusted for the Reserve Split) (the "Conversion Price"). In connection with the 2026 Private Placement, we also issued the Purchasers warrants (collectively, the "2026 Warrants") to purchase an aggregate of 38,751,991 shares of Common Stock (1,937,600 as adjusted for the Reserve Split), of which (i) Warrants to purchase 21,505,287 shares of Common Stock (1,075,264 as adjusted for the Reserve Split) (the "First Warrants") are exercisable immediately upon issuance and (ii) Warrants to purchase 17,246,704 shares of Common Stock (862,335 as adjusted for the Reserve Split) (the "Second Warrants) cannot be exercised by the Purchasers unless and until Stockholder Approval (as defined below) is obtained. The First Warrants have a term of six years from the date of issuance and will be exercisable at a price of $0.15594 per share of Common Stock ($3.1188 as adjusted for the Reserve Split), and the Second Warrants have a term of six years from the date that Stockholder Approval is obtained and will be exercisable at a price of $0.15594 per share of Common Stock ($3.1188 as adjusted for the Reserve Split).

The 2026 Private Placement closed on February 17, 2026 and we received net proceeds to the Company of approximately $5.4 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company and excluding any deductions for make whole payments made to certain of the investors.

The Notes

The Notes are convertible, at the option of the holder, at any time after the date of issuance, into that number of shares of Common Stock equal to the principal amount of the Notes, plus all accrued and unpaid interest and late charges and any other unpaid amounts, at the Conversion Price of $0.281 per share ($5.62 as adjusted for the Reserve Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events. The holders of the Notes are prohibited from converting the Notes into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the option of the holder, 9.99%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such exercise.

The 2026 Notes are redeemable by us at any time, at our option, in whole or in part, at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any.

The 2026 Notes contain customary events of default. If an event of default occurs, from and after the occurrence, and during the continuance of, an such event of default, the interest rate of the 2026 Notes shall automatically increase to 18% per annum until such event of default is cured. Additionally, if an event of default occurs, the holders of outstanding 2026 Notes may, regardless of whether such event of default has been cured, require the Company to redeem all or any portion of the outstanding Notes at a price equal to the greater of (i) the product of (A) the value of the 2026 Notes to be redeemed multiplied by (B) 110% and (ii) the product of (X) the value of the 2026 Notes to be redeemed, divided by the Conversion Price (the "Conversion Rate"), multiplied by (Y) the product of (1) 110% multiplied by (2) the greatest closing sale price of the Common Stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment.

Pursuant to the 2026 Notes, the Company shall not enter into or be a party to a Fundamental Transaction (as such term is defined in the 2026 Notes) unless (i) the successor entity assumes in writing all of the obligations under the 2026 Notes and the other transaction documents and (ii) the successor entity is a publicly traded corporation whose common stock is quoted on or listed for trading on an eligible market, as set forth in the 2026 Notes.

While the 2026 Notes are outstanding, subject to certain exempt issuances, if the Company sells, offers or grants any option or right to purchase, or otherwise disposes of or sells any equity security or equity-linked or related security, any convertible securities any preferred stock or other securities, the holders of outstanding Notes shall have the right, in their sole discretion, to require that the Company apply up to 30% of the gross proceeds from such sales or offers to redeem all, or any portion, of the outstanding Notes at a price equal to 110% of the amount of the Note being redeemed.

Without giving effect to any default interest or penalties which may accrue thereunder, assuming the full conversion of the 2026 Notes plus accrued interest in full into Common Stock without regard to any conversion limitations set forth in the 2026 Notes (assuming the 2026 Notes accrued interest at 12% for a period of thirteen (13) months), approximately 24,300,975 shares of Common Stock (1,215,049 as adjusted for the Reserve Split) would be issuable upon conversion.

Pursuant to the Second Warrants, the Company agreed to file a proxy statement with the SEC within 45 days of the Closing Date and hold a meeting of stockholders at the earliest practical date after the date following the filing thereof (and in no event later than 90 days after the Closing Date) (the "Stockholder Meeting Deadline") for the purpose of obtaining such approval as may be required under the applicable rules of Nasdaq from the Company's stockholders with respect to the issuance of all of the Warrant Shares upon the exercise of the Second Warrants in accordance with their terms (including adjustment provisions set forth therein) (the "Stockholder Approval").

The Company agreed to use its reasonable best efforts to obtain such Stockholder Approval. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company is obligated to cause an additional stockholder meeting to be held on or prior to the 90th calendar day following the failure to obtain Stockholder Approval. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every 90 days thereafter until such Stockholder Approval is obtained, or (ii) the Second Warrants are no longer outstanding, whichever is sooner.

The Warrants

Exercise Price

The First Warrants are immediately exercisable upon issuance, have a term of six years from the date of issuance, and are exercisable for shares of Common Stock at a price of $0.15594 per share ($3.1188 as adjusted for the Reserve Split). The Second Warrants shall become exercisable on such date, if ever, that Stockholder Approval is obtained, have a term of six years from the date of Stockholder Approval, and will be exercisable for shares of Common Stock at a price of $0.15594 per share ($3.1188 as adjusted for the Reserve Split). The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary adjustments pursuant to stock dividends, stock splits or similar events.

Cashless Exercise

In the event there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), the Warrants may be exercised, in whole or in part, by means of a "cashless exercise" in which case the holder will be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing, (x) (A) as applicable, the volume weighted average price ("VWAP") of the Common Stock on the date immediately preceding the exercise date (if the notice of exercise is (1) both executed and delivered on a day that is not a Trading Day (as defined in the Warrant) or (2) both executed and delivered on a Trading Day prior to the opening of "regular trading hours) or the bid price of the Common Stock as of the time of the holder's execution of the applicable notice of exercise (if the notice of exercise is executed during "regular trading hours" on a Trading Day), less the exercise price of the Warrant, multiplied by (B) the number of Warrant Shares that would be issuable upon exercise of the Warrant if the exercise were by means of a cash exercise rather than a cashless exercise, by (y) the price used in (A).

Fundamental Transaction

If a Fundamental Transaction (as such term is defined in the Warrant) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of the Company's obligations under the Warrants with the same effect as if such successor entity had been named in the Warrant itself. If holders of the Common Stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the Warrant following such Fundamental Transaction. In certain circumstances, the holder will have the right to receive the Black Scholes Value of the Warrant calculated pursuant to a formula set forth in the Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of the Common Stock as described in the Warrants.

Commercial Credit Group Promissory Notes

Effective December 30, 2025, our wholly owned subsidiary Resource Group entered into a Negotiable Promissory Note and Security Agreement in the principal amount of $1,507,658 (the "First CCG Note") and Negotiable Promissory Note and Security Agreement in the principal amount of $1,047,528 (the "Second CCG Note"; and together with the First CCG Note, the "CCG Notes") with Commercial Credit Group (the "Lender") to finance the purchase of a Komptech Crambo shredder and a Diamond Z horizontal grinder for approximately $2.54 million with a 30% down payment of approximately $700,000 that had previously been deployed under a rental arrangement.

The First CCG Note is payable as follows: the first installment of $265,266 was due on December 30, 2025, followed by 48 monthly installments of $25,879. The Second CCG Note is payable as follows: the first installment of $195,000 was due on December 30, 2025 followed by 48 monthly installments of $17,761. The Notes are secured by all the assets of RG Group of whatever nature and kind, wherever located, in which RG Group now or hereafter has any right or interest (the "Collateral"). Upon a default by RG Group (as defined in the CCG Notes), which includes, among other things, the failure to make any payment under the CCG Notes on the date on which such payment is due, the failure by RG Group to perform any other obligation under the CCG Notes, Lender at any time deeming the security afforded by the Notes unsafe, inadequate or at any risk or any of the Collateral in danger of misuse, concealment or misappropriation, the affairs of RG Group so evolve such that, in Lender's sole discretion, Lender becomes insecure as to the performance of the CCG Notes, RG Group shall incur, create, assume, cause or suffer to exist any mortgage, trust, lien, security interest, pledge, hypothecation, other encumbrance (other than Lender's interest), or attachment or execution of any kind whatsoever upon, affecting or with respect to the Collateral or any of Lender's interests under the CCG Notes, RG Group shall sell, pledge, assign, rent, lease, lend, destroy or otherwise transfer or dispose of any Collateral or RG Group fails to obtain or maintain insurance on the Collateral satisfactory to Lender in its sole discretion, the rate of interest under the CCG Notes will automatically increase to at the maximum lawful rate permitted by law not to exceed eighteen percent (18.0%) per annum, RG Group is to immediately deliver possession of the Collateral to the Lender, and the Lender, without demand or notice, may, among other things, at its option accelerate the maturity of and declare the entire indebtedness under the Notes immediately due and payable and take possession of and sell all or part of the Collateral.

Austerra Restructuring

On December 31, 2025, the Company and Norman Berry II Owners, LLC ("NB Owners"), entered into a Restructuring and Collateral Agreement with Austerra to restructure the Company's outstanding indebtedness of approximately $7.0 million (including accrued interest in excess of $750,000) originally issued by LV Peninsula and secured by the Lake Travis project site in Lago Vista, Texas.

Pursuant to the Restructuring Agreement, LV Peninsula entered into a Loan Modification Agreement securing $2.0 million of the remaining balance with its property in Durant, Oklahoma, bearing interest at 13.50% per annum with interest-only payments for 12 months and a maturity date of December 1, 2028. LV Peninsula also delivered a Deed in Lieu of Foreclosure conveying full title to the Lago Vista property to Austerra, conditionally extinguishing $5.0 million of the original secured debt. In connection therewith, LV Peninsula issued a conditional promissory note in the principal amount of $5,000,000, bearing interest at 13.50% per annum with interest-only payments for 12 months and a maturity date of December 1, 2028. The conditional note will automatically go into effect if, within 24 months of execution: (i) the development, construction, flood-plain remediation, and all material improvements to the Lago Vista property have not been substantially completed in accordance with the agreed project plan, or (ii) the entire outstanding indebtedness owed to Austerra, inclusive of the Oklahoma and Georgia property obligations, has not been paid in full. Upon sale of the Lago Vista property, the Company will receive 70% of any net sale proceeds in excess of $5.0 million (plus any additional new funds provided for finalization of the project, including accrued interest and/or penalties).

In addition, the Company entered into a Pledge Agreement pledging its 50% membership interest in Norman Berry to Austerra as collateral, and a Collateral Transfer Agreement granting Austerra a security interest in a $209,333 promissory note payable to the Company by Norman Berry. All obligations under the Restructuring Agreement are cross-collateralized and cross-defaulted across the Texas, Oklahoma, and Georgia properties.

Results of Operations

The below disclosure included in this Management's Discussion and Analysis of Financial Condition discusses the Company's financial results for years ended December 31, 2025 and 2024. In June 2025, the Company acquired Resources Group and ZEI, and the operations of Resources Group and ZEI became the primary focus of the Company's business. As a result of the acquisitions and change in focus of our core business, the year-to-year comparisons set forth below, and amounts reported in financial statements subsequent to June 2025, will materially change and the below will not be representative of, or directly comparable, to our future operating results.

The following table sets forth, for the periods indicated, the dollar value represented by certain items in our Statements of Operations:

		For the Year Ended December 31, 2025				For the Year Ended December 31, 2024
Revenues		$	8,220,449			$	207,552
Cost of revenues			5,829,174				182,656
Total payroll and related expenses			3,237,257				3,622,018
Total general and administrative expenses			4,177,064				1,525,707
Total professional and consulting fees			2,575,502				963,768
Total marketing and business development expenses			861,336				472,309
Total impairment loss			965,812				-
Total bad debt expenses			3,025,000				-
Operating loss			(12,450,696	)			(6,558,906	)
Interest expense			(5,265,549	)			(3,474,344	)
Change in fair value of derivative liability			2,034,868				-
Impairment of notes receivable			(818,172	)			-
Gain on sale of land			-				1,067,540
Interest income			(14,653	)			12,107
Other income			557,103				45,128
Net loss		$	(15,957,099	)		$	(8,908,475	)

Results of Operations for the Years Ended December 31, 2025 and 2024

Revenues

During the year ended December 31, 2025, we generated revenues of $8,220,449 primarily from the sale of materials, including compost, engineered soils, and mulch, as well as from the collection, processing, and disposal of organic and construction-related waste. Revenues also included proceeds from converting a portion of collected waste into saleable materials. For the year ended December 31, 2024, we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $207,552. This increase of $8,012,897 resulted from the acquisition of Resource Group during the year ended December 31, 2025.

Costs of Revenues

Cost of revenue for the year ended December 31, 2025, were $5,829,174 compared to $182,656 for the year ended December 31, 2024. This increase of $5,646,518 in costs resulted primarily from acquisitions that increased generated revenues during the year ended December 31, 2025. Gross profit for the year ended December 31, 2025 was $2,391,275, representing a gross margin of approximately 29%, reflecting the cost structure of our first partial year of integrating Resource Group's organics processing and logistics operations.

Payroll and Related Expenses

Payroll and related expenses for the year ended December 31, 2025 were $3,237,257 compared to $3,622,018 for the year ended December 31, 2024. This decrease of $384,761 in expenses resulted primarily from the recognition of vesting of restricted stock units during the year ended December 31, 2024.

General And Administrative Expenses

General and administrative expenses for the year ended December 31, 2025 were $4,177,064 compared to $1,525,707 for the year ended December 31, 2024. This increase of $2,651,357 resulted primarily from additional expenses from the acquisition of Resource Group now being recognized.

Professional and Consulting Fees

Professional and consulting fees for the year ended December 31, 2025 were $2,575,502 compared to $963,768 for the year ended December 31, 2024. This increase of $1,611,734 in expenses resulted primarily from additional expenses from the acquisition of Resource Group now being recognized as well as an increase in transactions entered into during the year requiring professional fees.

Marketing and Business Development Expenses

Marketing and business development expenses for the year ended December 31, 2025 were $861,336 compared to $472,309 for the year ended December 31, 2024. This increase of $389,027 in expenses resulted primarily from increased spend in marketing activities during 2025.

Impairment Loss

Impairment loss for the year ended December 31, 2025 was $965,812 compared to $0 for the year ended December 31, 2024. This increase of $965,812 resulted directly from the impairment of technology related intangible assets.

Bad Debt Expenses

Bad debt expense for the year ended December 31, 2025 was $3,025,000 compared to $0 for the year ended December 31, 2024. This increase of $3,025,000 resulted directly from management's assessment of the uncertainty of collectability of the Cumberland note receivable (a $4.5 million note issued in connection with JDI-Cumberland Inlet, LLC, which filed for bankruptcy in May 2025), against which the Company recorded a full allowance for credit losses.

Interest Expense

During the year ended December 31, 2025 and 2024, we incurred $5,265,549 and $3,474,344 of interest expense. This increase of $1,791,205 resulted from an increase in the balance of our notes payable.

Change in Fair Value of Derivate Liability

The change in fair value for the year ended December 31, 2025 resulted in a gain of $2,034,868. This increase was primarily attributable to the remeasurement gain recognized on derivative liabilities during the period.

Impairment of Notes Receivable

For the year ended December 31, 2025, we recognized a loss of $818,172 related to the note receivable. The loss primarily reflects management's assessment of the recoverability of the outstanding balance.

Income Tax Provision

A 100% valuation allowance was provided against the deferred tax asset consisting of available net operating loss carry forwards and, accordingly, no income tax benefit was provided.

Liquidity and Capital Resources

We have generated limited revenue and have incurred significant net losses in each year since inception. For the year ended December 31, 2025, we incurred a net loss of $15,957,099 as compared to a net loss of $8,908,475 for the year ended December 31, 2024. We expect to incur increasing losses in the future. As of December 31, 2025, and December 31, 2024, we had cash of $54,066 and $296,202, respectively. Prior to us becoming a public company, our operations were primarily being funded through advances from Safe & Green Holdings Corp. ("SG Holdings"), and we were largely dependent upon SG Holdings for funding. Since becoming a public company, we have funded our operations through note financing, project level financing, and the issuance of our equity and debt securities. See Part I, Item 1. Financial Statements; Note 8- Notes Payable and Notes Payable- Related Party. We intend to continue to finance our operations and finance Resource Group's expansion from the proceeds of future financings, and/or sale proceeds from properties that are sold, and future revenues. Additional financing will be required to continue operations, which may not be available at acceptable terms, if at all. There is no guarantee we will be successful in raising capital outside of our current sources. In addition, under the October Purchase Agreement, we are subject to certain restrictive covenants that may make it difficult for us to procure additional financing. Our current cash is anticipated to be sufficient to fund operations through June 2026. We expect that we will need additional future financing which may not be available on acceptable terms, if at all. These and other factors raise substantial doubt about our ability to continue as a going concern. The report of our independent registered public accounting firm includes an explanatory paragraph that our auditors have expressed substantial doubt that we will be able to continue as a going concern.

Financing Activities

The following table represents our financing activities during the year ending December 31, 2025. See Note 8 to the financial statements included elsewhere in this Annual Report for additional information regarding our financing activities.

		Balance as of December 31, 2024				Additions				Payments or Conversions				Balance as of December 31, 2025
LV Note		$	5,000,000			$	-			$	(4,000,000	)		$	1,000,000
2nd Lien Note			1,000,000				-				-				1,000,000
BCV Loan Agreement			2,100,000				100,000				(2,200,000	)			-
Leighton			250,000				-				(250,000	)			-
New BCV Loan Agreement			-				2,000,000				-				2,000,000
1800 Diagonal Notes			48,689				935,700				(505,779	)			478,610
Cedar Cash Advances			225,969				825,000				(623,969	)			427,000
Arena			2,361,111				550,000				(2,911,111	)			-
Peak One			-				172,500				(172,500	)			-
Index			-				200,000				(200,000	)			-
Boot Capital			-				87,750				-				87,750
Sixth Borough			-				250,000				-				250,000
Member Note			-				480,000				-				480,000
Acquisition Related Notes and Additional Equipment Loan and Cash Advances *			-				18,980,757				(3,192,464	)			15,788,293
		$	10,985,769			$	24,581,707			$	(14,055,823	)		$	21,511,653

*

Additions include notes payable amounts acquired in connection with the Resource Group acquisition, as well as additional financing needs of our Resource and ZEI activities.

LV Note

On April 3, 2024, LV Holding, entered into a Modification and Extension Agreement, effective as of April 1, 2024 (the "Extension Agreement"), to extend to April 1, 2025 the maturity date of a promissory note in the amount of $5,000,000 (the "LV Note"). As consideration for the Extension Agreement, LV Holding agreed to pay an extension fee of $50,000. Additionally, the Extension Agreement provided for the LV Note's interest rate to be increased to a fixed rate of 17.00%. In addition, pursuant to a loan agreement dated April 3, 2024 (the "2nd Lien Loan Agreement"), LV Holding issued a promissory note, in the principal amount of $1,000,000 (the "2nd Lien Note"), secured by a revised Deed of Trust and Security Agreement, dated April 3, 2024 (the "Revised Deed of Trust") on the Company's Lago Vista site, and a Modification to Real Estate Mortgage, dated April 3, 2024 ("Mortgage Modification"), to the mortgage, dated March 30, 2023, on the Company's McLean site in Durant, Oklahoma. The 2nd Lien Note is subordinate to the LV Note. The 2nd Lien Note required monthly installments of interest only at a fixed rate of 17.00%, had a maturity date of April 1, 2025and could be prepaid by LV Holding at any time without interest or penalty. LV Holding's obligations under the 2nd Lien Note were guaranteed by the Company pursuant to a Guaranty, dated April 3, 2024.

As disclosed in Note 8 of the Notes to Financial Statements included elsewhere in this Annual Report , the Company entered into the Restructuring Agreement and Loan Modification Agreement. In accordance with the Loan Modification Agreement, the new maturity date of the remaining $2,000,000 principal balance is December 1, 2028, with an interest rate of 13.5% per annum.

BCV

On June 23, 2023, the Company entered into a Loan Agreement (the "BCV Loan Agreement") with a Luxembourg-based specialized investment fund, BCV S&G DevCorp ("BCV S&G"), for up to $2,000,000 in proceeds, under which it initially received $1,250,000. The Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on December 1, 2024. The loan may be repaid by the Company at any time following the twelve-month anniversary of its issue date.

On April 11, 2025, BCV and the Company amended the BCV Loan Agreement ("Amendment No. 3") to extend the maturity date of the note from December 1, 2024 to December 1, 2025. Additionally, BCV increased the principal balance of the note to $2,200,000.00 (two million two hundred thousand dollars). According to Amendment No. 3, the loan will now be primarily secured by 176,425 Treasury Shares and will be additionally secured by the $960,672 St Mary's Note as well as the Cumberland Note, which is alternative collateral and only used if the note is in default. As of December 31, 2025, the principal balance was paid off.

On November 10, 2025, the Company entered into a new Loan Agreement (the "New BCV Loan Agreement") with a Luxembourg-based specialized investment fund, BCV Renew Earth ("BCV Renew Earth"), for up to $5,000,000 in proceeds, under which it initially received $2,000,000. The Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on May 10, 2027. The BCV loan is primarily secured by the Company's property in Durant, Oklahoma and its membership interest in Norman Berry Village. The Norman Berry Village interest serves as alternative collateral only

Leighton

On March 1, 2024, the Company entered into a credit agreement with the Bryan Leighton Revocable Trust Dated December 13, 2023 (the "Lender") pursuant to which the Lender agreed to provide the Company with a line of credit facility (the "Line of Credit") up to the maximum amount of $250,000 from which the Company may draw down, at any time and from time to time, during the term of the Line of Credit. The "Maturity Date "of the Line of Credit was September 1, 2024. At any time prior to the Maturity Date, upon mutual written consent of the Company and the Lender, the Maturity Date could be extended for up to an additional six-month period. The advanced and unpaid principal of the Line of Credit from time to time outstanding will bear interest at a fixed rate per annum equal to 12.0% (the "Fixed Rate"). On the first day of each month, the Company will pay to the Lender interest, in arrears, on the aggregate outstanding principal indebtedness of the Line of Credit at the Fixed Rate. The entire principal indebtedness of the Line of Credit and any accrued interest thereon will be due and payable on the Maturity Date. In consideration for the Line of Credit, on March 1, 2024, the Company issued 154,320 shares of the Company's restricted common stock (386 as adjusted for the Stock Split) to Lender. The fair value of the shares issued to Lender amounted to $125,000 and has been recorded as a debt discount and will be amortized over the effective rate method. On November 12, 2024 the Company entered into Credit Extension Agreement (the "Extension") for the agreement with the Bryan Leighton Revocable Trust dated December 13, 2023. The Extension extends the maturity date from September 1, 2024 to December 15, 2024. The Company paid an extension fee of $8,750 dollars and issued an additional 2,500 shares of the Company's restricted common stock (125 as adjusted for the Reserve Split) as consideration for the extension. The rate of interest also increased from 12% per annum to 14% per annum retroactive to September 1, 2024.

On May 1, 2025, the Company entered into a consolidated promissory note agreement (the "Promissory Note") with the Bryan Leighton Revocable Trust dated December 13, 2023 (the "Lender"), which supersedes and replaces the original credit agreement dated March 1, 2024, and the subsequent extension agreements dated October 21, 2024 and January 29, 2025 (collectively, the "Prior Agreements"). Under the terms of the Promissory Note, the outstanding obligations under the Prior Agreements were consolidated into a single principal amount of $273,917.81, which includes the original principal balance of $250,000, accrued interest of $8,917.81 through May 1, 2025, and an additional $15,000 agreed upon by the parties, which was recorded as interest expense. The Promissory Note bears interest at a fixed rate of 14.00% per annum and provides that accrued interest is payable monthly, in arrears, beginning June 1, 2025. The entire outstanding principal and accrued interest shall become due and payable on the earlier of (i) the completion of a capital raise by the Company in which gross proceeds equal or exceed $4,000,000 from one or more third-party investors, or (ii) October 28, 2025 (the "Maturity Date"). The Promissory Note may be prepaid in whole or in part at any time without premium or penalty, provided all accrued and unpaid interest is paid at the time of prepayment. The Promissory Note includes customary default provisions and represents the full and complete understanding of the parties, rendering the Prior Agreements null and void.

During the quarter ended on December 31, 2025, the Company paid off the principal balances of the outstanding amounts to Leighton.

1800 Diagonal

During the years ended December 31, 2024 and 2025, the Company issued ten promissory notes to 1800 Diagonal Lending LLC ("1800 Diagonal") at a 10% original issue discount, for aggregate principal amounts of $162,400 and $870,900, respectively, in exchange for aggregate purchase prices of $136,000 and $745,000, respectively. The notes required monthly principal and interest payments and could be prepaid at any time without penalty. In connection with the notes, the Company incurred aggregate debt issuance costs of $106,000. As of December 31, 2025, notes totaling $478,610 in aggregate principal remained outstanding across five tranches (the 5th, 6th, 7th, 8th, and 10th notes issued), with the remaining five notes fully repaid during 2024 and 2025.

Cedar

During the years ended December 31, 2024 and 2025, the Company entered into four cash advance agreements with Cedar Advance LLC ("Cedar") pursuant to which the Company sold to Cedar an aggregate of $1,093,120 in future receivables for aggregate net proceeds of approximately $274,900. Each successive agreement was used in part to repay prior Cedar balances. Pursuant to the agreements, Cedar withdrew amounts weekly from the Company until the sold receivables were repaid. As of December 31, 2025, the outstanding balance under the Fourth Cash Advance Agreement (entered into March 13, 2025) was $427,000, with weekly payments of $9,000 continuing until repaid.

Arena

On August 12, 2024, the Company entered into a Securities Purchase Agreement, dated August 12, 2024 (the "Arena Purchase Agreement") with the purchasers named therein ("Arena Investors") related to a private placement of up to five tranches of secured convertible debentures after satisfaction of certain conditions specified in the Arena Purchase Agreement in the aggregate principal amount of $10,277,777 (the "Arena Debentures") together with warrants to purchase a number of shares of the Company's common stock equal to 20% of the total principal amount of the Arena Debentures sold divided by 92.5% of the lowest daily VWAP (as defined in the Arena Purchase Agreement) and subject to a floor price of $0.045 ($18 as adjusted for the Stock Split) (subject to proportional adjustment for stock splits), for the Company's common stock during the ten consecutive trading day period preceding the respective closing dates (the "Arena Warrants").

The closing of the first tranche was consummated on August 12, 2024 (the "First Closing Date") and the Company issued to the Arena Investors 10% original issue discount secured convertible debentures in the aggregate principal amount of $1,388,889 (the "First Closing Arena Debentures") and warrants (the "First Closing Arena Warrants") to purchase up to and aggregate of 1,299,242 shares of the Company's common stock (3,248 as adjusted for the Stock Split). The First Closing Arena Debentures were sold to Arena Investors for a purchase price of $1,250,000, representing an original issue discount of ten percent (10%). In connection with the closing, the Company incurred $175,000 of debt issuance costs. In connection with the closing of the first tranche, the Company reimbursed the Debenture Selling Stockholders $55,000 for their legal fees and expenses In addition, the initial fair value of the First Closing Arena Warrants, as described below, amounted to $214,267 and has been recorded as a debt discount and will be amortized over the effective rate method.

Each First Closing Arena Debenture had a maturity date of eighteen months from its date of issuance and bore interest at a rate of 10% per annum paid-in-kind ("PIK Interest") unless there was an event of default under the applicable First Closing Arena Debenture. The PIK Interest was added to the outstanding principal amount of the applicable First Closing Arena Debenture on a monthly basis as additional principal obligations thereunder for all purposes thereof (including the accrual of interest thereon at the rates applicable to the principal amount generally). Each First Closing Arena Debenture was convertible, at the option of the holder, at any time, into such number of shares of the Company's common stock equal to the principal amount of such First Closing Arena Debenture plus all accrued and unpaid interest at a conversion price equal to the lesser of (i) $0.279 ($111.60 as adjusted for the Stock Split), and (ii) 92.5% of the lowest daily volume weighted average price (VWAP) of the Company's common stock during the ten trading day period ending on such conversion date, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions, and subject to a floor price of $0.045 ($18 as adjusted for the Stock Split) (subject to proportional adjustment for stock splits).

The First Closing Arena Debentures were redeemable by the Company at a redemption price equal to 115% of the sum of the principal amount to be redeemed plus accrued interest, if any. While the First Closing Arena Debentures were outstanding, if the Company or any of its subsidiaries received cash proceeds from the issuance of certain equity or indebtedness, the Arena Investors had the right to require the Company to immediately apply up to 20% of all proceeds received by the Company to repay the outstanding amounts owed under the First Closing Arena Debentures.

The First Closing Arena Warrants expire five years from its date of issuance. The First Closing Arena Warrants are exercisable, at the option of the holder, at any time, for up to 1,299,242 of shares of the Company's common stock (3,248 as adjusted for the Stock Split) at an exercise price equal to $0.279 ($111.60 as adjusted for the Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the First Closing Arena Warrants. The First Closing Arena Warrants provide for cashless exercise under certain circumstances.

The Company entered into a Registration Rights Agreement, dated August 12, 2024 (the "First Closing RRA"), with the Arena Investors where the Company agreed to file with the SEC an initial registration statement within 30 days to register the maximum number of Registrable Securities (as defined in the First Closing RRA) issuable under the First Closing Arena Debentures and the First Closing Arena Warrants as shall be permitted to be included thereon in accordance with applicable SEC rules. The Company filed a registration statement registering the securities issuable upon conversion or exercise of the First Closing Arena Debentures and First Closing Arena Warrants, in order to satisfy its obligations under the First Closing RRA, and such registration statement was declared effective by the SEC on September 30, 2024. In the event the number of shares available under such registration statement is insufficient to cover the securities issuable upon conversion or exercise of the First Closing Arena Debentures or First Closing Arena Warrants, the Company is obligated to file one or more new registration statements until such time as all securities issuable upon conversion or exercise of the First Closing Arena Debentures or First Closing Arena Warrants have been included in registration statements that have been declared effective and the prospectus contained therein is available for use by the Arena Investors.

Pursuant to the Arena Purchase Agreement, the Company and Arena Investors closed on a second tranche on October 25, 2024 and third tranche, upon which the Company issued and sold to Arena Investors on the same terms and conditions as the First Closing Arena Debenture a 10% original issue discount secured convertible debentures each in the principal amount of $2,222,222 (the "Additional Closing Arena Debentures") except for the conversion price ad floor price described below sand a warrant (the "Additional Closing Warrants") to purchase a number of shares of the Company's common stock equal to 20% of the total principal amount of the Additional Closing Arena Debentures divided by 92.5% of the lowest daily VWAP (as defined in the Arena Purchase Agreement) and subject to a floor price of $0.045 ($18 as adjusted for the Stock Split) (subject to proportional adjustment for stock splits), for the common stock during the ten consecutive trading day period ended on the last trading day immediately preceding the closing of the additional tranches.

The Additional Closing Arena Debentures were sold to Arena Investors each for a purchase price of $2,000,000, representing an original issue discount of ten percent (10%). In connection with each closing of the additional tranches, the Company entered into a registration rights agreement pursuant to which the Company agreed to register the maximum number of shares of the Company's common stock issuable under the Second and Third Closing Debentures and the Second and Third Closing Arena Warrants with terms substantially similar as the terms provided in the RRA. The Company also agreed to reimburse Arena Investors for its legal fees and expenses related to each such closing.

The Arena Purchase Agreement prohibited the Company from entering into a Variable Rate Transaction (other than the Arena ELOC described below) until such time as no Arena Debentures remain outstanding. In addition, the Arena Purchase Agreement provided that neither the Company nor any subsidiary may issue, during specified time periods, any common stock or common stock equivalents, except for certain exempted issuances (i.e., stock options, employee grants, shares issuable pursuant to outstanding securities, acquisitions and strategic transactions) and the Arena ELOC.

The Company entered into a Security Agreement, dated August 12, 2024 (the "Security Agreement"), with Arena Investors where it granted the Arena Investors a security interest in all of its assets to secure the prompt payment, performance and discharge in full of all of the Company's obligations under the Arena Debentures. In addition, each of the Company's subsidiaries entered into a Guaranty Agreement, dated August 12, 2024 (the "Subsidiary Guaranty"), with Arena Investors pursuant to which they agreed to guarantee the prompt payment, performance and discharge in full of all of the Company's obligations under the Arena Debentures.

The Second Closing Debentures were to mature eighteen months from their date of issuance and bore interest at a rate of 10% per annum paid-in-kind ("PIK Interest"), unless there is an event of default under the applicable Second Closing Debenture. The PIK Interest was to be added to the outstanding principal amount of the applicable Second Closing Debenture on a monthly basis as additional principal obligations thereunder for all purposes thereof (including the accrual of interest thereon at the rates applicable to the principal amount generally). Each Second Closing Debenture was convertible, at the option of the holder, at any time, into such number of shares of the Company's common stock equal to the principal amount of such Second Closing Debenture plus all accrued and unpaid interest at a conversion price equal to the lesser of (i) $3.48 ($69.60 as adjusted for the Reserve Split), and (ii) 92.5% of lowest daily volume weighted average price (VWAP) of the Company's common stock during the ten trading day period ending on such conversion date (the "Conversion Price"), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions, and subject to a floor price of $0.90 (subject to proportional adjustment for stock splits) ($18 as adjusted for the Reserve Split). Based upon the floor price, the maximum number of shares issuable upon conversion of the Second Closing Debentures was 3,268,197 shares of common stock (163,410 as adjusted for the Reserve Split). In connection with the closing of the second tranche, the Company reimbursed Arena Investors $10,000 for its legal fees and expenses. In addition, the initial fair value of the Second Closing Arena Warrants, as described below, amounted to $390,939 and has been recorded as a debt discount and will be amortized over the effective rate method.

The Second Closing Warrants expire five years from their date of issuance. The Second Closing Warrants are exercisable, at the option of the holder, at any time, for up to 170,892 shares of the Company's common stock (8,545 as adjusted for the Reserve Split) at an exercise price equal to $3.476 ($69.52 as adjusted for the Reserve Split), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions. The Second Closing Warrants provide for cashless exercise under certain circumstances.

The Company entered into a Registration Rights Agreement, dated October 25, 2024 (the "Second Closing RRA"), with the Arena Investors where it agreed to file with the SEC an initial registration statement within 30 days to register the maximum number of Registrable Securities (as defined in the RRA) issuable under the Second Closing Debentures and the Second Closing Warrants as shall be permitted to be included thereon in accordance with applicable SEC rules and to use its reasonable best efforts to have the registration statement declared effective by the SEC no later than the "Second Registration Statement Effectiveness Date", which is defined in the Arena Purchase Agreement as the 30th calendar day following the Second Closing Date (or, in the event of a "full review" by the SEC, no later than the 120th calendar day following the Second Closing Date); provided, however, that if the registration statement will not be reviewed or is no longer subject to further review and comments, the Second Registration Statement Effectiveness Date will be the fifth trading day following the date on which the Company is so notified if such date precedes the date otherwise required above. Such registration statement was declared effective by the SEC on November 26, 2024.

On October 31, 2024, the Company and the Arena Investors entered into a Global Amendment No. 2 to the First Closing Arena Debentures. Pursuant to the Amendment, the parties to the First Closing Arena Debentures, in order to comply with Nasdaq rules, amended the First Closing Arena Debentures to provide that the Floor Price was set at a fixed price subject to proportional adjustment for stock splits and deleted the prior language which allowed for the floor price to be reduced upon the written consent of the Company and the holder.

On April 4, 2025, the Company closed the third tranche of its private placement offering with the Arena Investors) under the Arena Purchase Agreement to which the Company issued 10% convertible debentures (the "Third Closing Debentures") in the aggregate principal amount of Five Hundred Fifty Five Thousand Five Hundred Fifty Five Dollars ($555,555) to the Arena Investors and warrants (the "Third Closing Warrants") to purchase up to 461,043 shares of the Company's common stock (23,052 as adjusted for the Reserve Stock Split). The Third Closing Debentures were sold to the Arena Investors for a purchase price of $500,000, representing an original issue discount of ten percent (10%).

The Third Closing Debentures were to mature eighteen months from their date of issuance and bore interest at a rate of 10% per annum paid-in-kind ("PIK Interest"), unless there is an event of default under the applicable Third Closing Debenture. The PIK Interest was to be added to the outstanding principal amount of the applicable Third Closing Debenture on a monthly basis as additional principal obligations thereunder for all purposes thereof (including the accrual of interest thereon at the rates applicable to the principal amount generally). Each Third Closing Debenture is convertible, at the option of the holder, at any time, into such number of shares of the Company's common stock equal to the principal amount of such Third Closing Debenture plus all accrued and unpaid interest at a conversion price equal to the lesser of (i) $1.62 ($32.40 as adjusted for the Reserve Stock Split), and (ii) 92.5% of lowest daily volume weighted average price ("VWAP") of the Company's common stock during the ten trading day period ending on such conversion date (the "Conversion Price"), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions, and subject to a floor price of $0.90 ($18 as adjusted for the Reserve Split) (subject to proportional adjustment for stock splits). Based upon the floor price, the maximum number of shares issuable upon conversion of the Third Closing Debentures is 461,043 shares of common stock (23,052 as adjusted for the Reserve Split). In connection with the closing of the third tranche, the Company reimbursed Arena Investors $20,000 for its legal fees and expenses. In addition, the initial fair value of the Third Closing Arena Warrants, as described below, amounted to $285,386 and has been recorded as a debt discount and will be amortized over the effective rate method.

The Third Closing Warrants expire five years from their date of issuance. The Third Closing Warrants are exercisable, at the option of the holder, at any time, for up to 461,043 shares of the Company's common stock (23,052 as adjusted for the Reserve Stock Split) at an exercise price equal to $1.62 ($32.40 as adjusted for the Reserve Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions. The Third Closing Warrants provide for cashless exercise under certain circumstances.

During the year ended December 31, 2025, $1,450,000 in principal and interest due under the Arena Debentures were converted into 980,141 shares of the Company's common stock (49,007 as adjusted for the Reserve Split) within the terms of such Debentures, and there was no gain or loss recognized.

A Forbearance Agreement dated as of July 29, 2025 (the "Assign Agreement") was entered into by and between the Company and Mill End Capital LTD, North York LTD, Indigo Capital LLC and Strategic EP LLC (each, a "Holder" and together the "Holders"), being the assignees of all rights under the Arena Debentures held by Arena initially issued to the Arena Investors. At the time of the Assign Agreement, the outstanding debt from the First Closing Arena Debenture, totaled $138,889, the outstanding debt from the Second Closing Arena Debenture totaled $772,222, and the outstanding debt from the Third Closing Debenture, totaled $550,000. In accordance with the Assign Agreement Mill End Capital LTD acquired $309,906 of the outstanding debt, North York LTD acquired $309,906 of the outstanding debt, Indigo Capital LLC acquired $309,906 of the outstanding debt and Strategic EP LLC acquired $531,392 of the outstanding debt. During the year ended December 31, 2025, $828,158 of outstanding in principal from these investors were converted into 1,031,634 shares of the Company's common stock (51,581 as adjusted for the Reserve Split) within the terms of such Debentures, and there was no gain or loss recognized.

As of December 31, 2025, there was no principal balance remaining on such debentures.

Resource Group Membership Interest Purchase Agreement

On June 2, 2025, the Company entered into an Amendment (the "Amendment") to the Membership Interest Purchase Agreement, dated February 25, 2025, (the "Resource Group MIPA") with Resource Group US Holdings LLC, a Florida limited liability company ("Resource Group"), and the members of Resource Group (the "Equityholders"). The Amendment altered the consideration to be paid by the Company to the Equityholders in connection with the purchase of 100% of the membership interests of Resource Group. Pursuant to the Amendment, the purchase price for the membership interests of Resource Group was amended to be comprised of (i) $480,000 in principal amount of unsecured 6% promissory notes due on the first anniversary of the closing, (ii) the issuance of shares of the Company's restricted common stock (the "Closing Shares") equal to 19.99% of the Company's outstanding shares of common stock on the date the Resource Group MIPA was executed; and (iii) 1,500,000 shares of a newly designated series of non-voting Series A Convertible Preferred Stock (the "Series A Preferred Stock") (which, subject to the approval of the Company's stockholders and The Nasdaq Stock Market ("Nasdaq") not objecting to the conversion and the Company continuing to meet and being eligible to meet the Nasdaq continued listing requirements after conversion), would be convertible into 9,000,000 restricted shares of the Company's common stock (450,000 as adjusted for the Reserve Split)). The Amendment also provides that, subject to shareholder approval, that the Company will issue an aggregate of 41,182 additional shares of Company common stock (2,059 as adjusted for the Reserve Split) to the Equityholders upon the approval of such issuance by the Company's stockholders at the Company's stockholders' meeting and provided that the Company continues to meet and is eligible to meet the Nasdaq continued listing requirements.

Peak One

On June 26, 2025, the Company entered into a Securities Purchase Agreement, dated June 26, 2025 (the "Peak Purchase Agreement"), with an institutional investor (the "Peak Investor"), pursuant to which the Company issued to the Peak Investor a 10% convertible debenture (the "Peak Debenture") in the principal amount of $172,500 in a private placement offering. The Debenture was sold to the Peak Investor for a purchase price of $155,000, representing an original issue discount of ten percent (10%). In connection with the closing of the first tranche, the Company paid $5,000 as a non-accountable fee to the Peak Investor to cover its accounting fees, legal fees and other transactional costs and issued to the Peak Investor and its designee an aggregate total of 100,000 shares of its restricted common stock (5,000 as adjusted for the Reserve Split) (the "Commitment Shares") as described in the Peak Purchase Agreement.

The Peak Debenture had a maturity date of twelve months from its date of issuance and bore interest at a rate of 10% per annum payable on the maturity date. The Peak Debenture was unsecured and subordinated to the outstanding 10% Original Issue Discount Secured Convertible Debentures issued to the Arena Investors (as defined below) by the Company. The Peak Debenture was convertible, at the option of the holder, at any time on or after the earlier of (i) March 23, 2026 or (ii) the date that the Arena Debentures (as defined below) are extinguished, into such number of shares of common stock of the Company equal to the principal amount of the Peak Debenture plus all accrued and unpaid interest at a conversion price equal to the closing price of the Company's common stock on the trading day immediately preceding the conversion date, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $0.19 ($3.80 as adjusted for the Reserve Split) (the "Floor Price").

The Peak Debenture was redeemable by the Company at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any. While the Peak Debenture is outstanding, if the Company received cash proceeds of more than $500,000 ("Minimum Threshold") in the aggregate from any source or series of related or unrelated sources, the Company was obligated to, within two (2) business days of the Company's receipt of such proceeds, inform the holder of such receipt, following which the holder shall have the right in its sole discretion to require the Company to immediately apply up to 100% of all proceeds received by the Company (from any source except with respect to proceeds from the issuance of equity or debt to officers and directors of the Company) after the Minimum Threshold is reached to repay the outstanding amounts owed under the Debenture.

The Peak Debenture contained customary events of default. If an event of default occurs, until it is cured, the Peak Investor could increase the interest rate applicable to the Peak Debenture to the lesser of eighteen percent (18%) per annum and the maximum interest rate allowable under applicable law and accelerate the full indebtedness under the Peak Debenture, in an amount equal to 110% of the outstanding principal amount and accrued and unpaid interest. Subject to limited exceptions set forth in the Peak Debenture, the Peak Debenture prohibited the Company from entering into a Variable Rate Transaction (as defined in the Debenture) or incurring any new indebtedness that is senior to the Peak Debenture or secured by the assets of the Company until the Peak Debenture was paid in full.

The Peak Purchase Agreement provided the Peak Investor with "piggy-back" registration rights, if the Company filed with the SEC a registration statement covering any of its securities, to use its reasonable efforts to effect the registration of the maximum number of Registrable Securities (as defined in the Purchase Agreement) as shall be permitted to be included thereon in accordance with applicable SEC rules.

During the year ended December 31, 2025, the Company redeemed the Peak Debenture.

Index Equity

On August 22, 2025 the Company entered into a Promissory Note, dated August 22, 2025 (the "Index 2025 Note") with Index Equity US, LLC (the "Lender") for the principal amount of $200,000. Under the terms of the Index 2025 Note the Company was required to make payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $240,000 on or before the maturity date of October 21, 2025. However, if the Note was not fully funding, meaning the Lender has not disbursed the full $200,000 in funding installments-the Company was obligated to repay, in lieu of the full potential funding amount, a sum equal to 120% of the total amount actually funded and disbursed by the Lender under this Index 2025 Note. The repayment obligation in the event of partial funding is calculated as the funded amount multiplied by 1.20 and was due and payable in full on or before the Maturity Date. During the quarter ended on December 31, 2025, the Company repaid the principal balances.

Boot Capital

On December 15, 2025, the Company issued a promissory note (the "Boot Capital Note") in favor of Boot Capital LLC in the principal amount of $87,750 for a purchase price of $75,000, representing an original issue discount of $12,750. Under the terms of the Boot Capital Note, beginning on January 15, 2026, the Company is required to make payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $14,874. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. As of December 31, 2025 the principal balance amounted to $87,750.

Sixth Borough Partners

On October 8, 2025, the Company issued a promissory note (the "Sixth Borough Note") in favor of Sixth Borough Partners LLC in the principal amount of $250,000. The note bears no interest, and the principal amount is due and payable on the sixth month anniversary of the issuance date, or the date of a qualified financing event as defined in the note. As of December 31, 2025 the principal balance amounted to $250,000.

Cash Flow Summary

		For the Year Ended December 31, 2025				For the Year Ended December 31, 2024
Net cash provided by (used in):
Operating activities		$	(7,030,824	)		$	(2,676,353	)
Investing activities			(3,348,955	)			(711,192	)
Financing activities			10,206,079				3,612,075
Net increase in cash and cash equivalents		$	(173,700	)		$	224,530

Operating activities used net cash of $7,030,824 during the year ended December 31, 2025, compared to $2,676,353 during the year ended December 31, 2024. The primary drivers of cash used in operating activities during 2025 were the Company's net loss of $15,957,099 and the $3,025,000 bad debt provision on the Cumberland note receivable, partially offset by non-cash charges including $965,812 of impairment expense, $1,046,836 of depreciation, $586,124 of amortization, and $2,083,887 of debt discount amortization, as well as a $2,034,868 gain on the change in fair value of derivative liabilities. Changes in operating assets and liabilities contributed $523,976. Cash used in operating activities during 2024 was primarily driven by the Company's net loss, partially offset by non-cash stock-based compensation and common stock issued for debt issuance costs.

Investing activities used net cash of $3,348,955 during the year ended December 31, 2025, and used $711,192 net cash during the year ended December 31, 2024, which is an increase in cash used of $2,630,408. The cash used during the year ended December 31, 2025 results from the purchase of property and equipment of $3,622,839, increase in intangible assets of $7,779, cash from asset acquisitions of $309,557, additions to equity-based investments of $210,833, and an increase in project development costs of $4,950. Additionally, during the year ended December 31, 2025, we recognized $177,989 from discontinued operations. The cash used during the year ended December 31, 2024 results from the purchase of property and equipment of $3,488, increase in intangible assets of $293,593, cash used in asset acquisitions of $153,593, $371,500 of joint venture activity, and an increase in project development costs of $30,900. Additionally, during the year ended December 31, 2024, we recognized $403,738 from proceeds from the sale of land.

Cash provided from financing activities was $10,206,079 during the year ended December 31, 2025, which resulted from $904,573 debt issuance costs paid, increased by $11,287,818 proceeds from short-term note payable, $8,881,245 in repayments of short-term notes payable, $111,560 payments on finance lease, $68 from payment related to stock splits, increase of $8,623,006 from issuance of stock and $233,414 from warrant exercises, $33,358 from make whole payments, and decrease of $7,355 from discontinued operations. Cash provided from financing activities was $3,612,075 during the year ended December 31, 2024, which resulted from additional debt issuance costs of $2,525,763, proceeds from short-term notes payable of $6,928,277, repayment of short-term notes payable of $1,552,742, proceeds from the issuance of common stock of $750,719, proceeds from the issuance of common stock from prefunded warrants of $11,584.

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.

Critical Accounting Estimates

Our financial statements have been prepared using 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 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 2- Summary of Significant Accounting Policies" of the notes to our financial statements for the years ended December 31, 2025 and 2024 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.

Investment Entities - On May 31, 2021, we agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC ("Norman Berry"). We contributed $350,329 and $114,433 of the initial $600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $135,183 funded in the fourth quarter of 2021. The purpose of the investment in Norman Berry is to develop and provide affordable housing in the Atlanta, Georgia metropolitan area. We have determined we are not the primary beneficiary of Norman Berry and thus will not consolidate the activities in our financial statements. The Company will use the equity method to report the activities as an investment in its consolidated financial statements. As of December 31, 2025 we continued to hold a 50% interest in Norman Berry.

On June 24, 2021, we entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC ("Cumberland"). We contributed $3,000,000 for its 10% equity interest. During the year ended December 31, 2023, we contributed an additional $25,000. The purpose of the investment in Cumberland is to develop a waterfront parcel in a mixed-use destination community. We have determined we are not the primary beneficiary of Cumberland and thus will not consolidate the activities in our consolidated financial statements. We will use the equity method to report the activities as an investment in our consolidated financial statements.

On February 11, 2025, we entered into an Amendment (this "February Amendment") to the Operating Agreement, dated June 24, 2021 (the "Operating Agreement"), for Cumberland, by and between us and Jacoby Development Inc., a Georgia corporation ("JDI"), and a Forced Sale Agreement by and between us and JDI, pursuant to which Cumberland acquired the Company's 10% equity interest (the "LLC Interest") in Cumberland in exchange for a promissory note (the "Cumberland Note") from Cumberland in the principal amount of $4.5 million. The Cumberland Note bears interest at the rate of 6.5% per annum, matures on February 6, 2026 and is secured by a pledge of a 10% equity interest in Cumberland. Payment of the Cumberland Note is also guaranteed by JDI. Due to uncertainty in the collection of the Cumberland Note as of December 31, the 2025, we have recorded an allowance for credit losses in the amount of $4,500,000. As of December 31, 2025, due to possible the uncollectability of the Cumberland Note the company has recorded an allowance for credit losses in the amount of $4,500,000, which resulted in bad debt expense of $3,025,000 and a reserve of $1,475,000 against a deferred gain on sale.

During the years ended December 31, 2025 and 2024, Norman Berry and Sugar Phase did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of December 31, 2025 and December 31, 2024.

As of December 31, 2025, the Company's balance of equity-based investments is for its remaining investment in Norman Berry. As of December 31, 2024 the Company's balance of equity-based investments related to its $3,000,000 investment in Cumberland and $642,607 investment in Norman Berry.

Derivative liability - The Company evaluates all features contained in financing agreements to determine if there are any embedded derivatives that require separate accounting from the underlying agreement under ASC 815 - Derivatives and Hedging. An embedded derivative that requires separation is accounted for as a separate liability or asset from the host agreement. The separated embedded derivative is accounted for at fair market value, with changes in fair value recognized in the statements of operations within the other financing costs line item. The Company determined that certain features under the October Private Placement (See Note 11 - Stockholders' Equity) qualified as an embedded derivative. The derivative was accounted for separately from the underlying Series B Preferred Stock and is accounted for at fair value.

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

The revenue the Company has generated to date resulted from commissions related to residential real estate purchases and sales transactions, as noted below, as well as the sale of land held. For revenue from commissions related to residential real estate purchased and sales transactions, the Company applies recognition of revenue when the customer obtains control over such service, which is at a point in time. Revenue from commissions amounted to $18,170 and $207,552 for the years ended December 31, 2025 and 2024 respectively.

The Company recognizes revenue from the sale of materials (compost, soil and mulch) as well as the collection and disposal services of waste, which at times, is produced into saleable materials. Such revenue is recognized at the point in time when control of the product transfers to the customer, which typically occurs upon delivery or customer pickup at the Company's facility.

Revenue from the sale of materials amounted to $8,202,279 and $0 for the years ended December 31, 2025 and 2024, respectively.

JOBS Act

The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to avail ourselves of the extended transition period for complying with new or revised financial accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, (b) in which we have total annual revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which generally means the market value of our common equity that is held by nonaffiliates exceeds $700 million as of the end of the prior fiscal year's second fiscal quarter; and (2) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period.