Exhibit 99.2 

EMPIRE SERVICES, INC.

FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

EMPIRE SERVICES, INC.

NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

INDEX

	Page
FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets  (Unaudited)	1
Condensed Consolidated Statements of Operations (Unaudited)	2
Condensed Consolidated Statements of Shareholder’s Deficit (Unaudited)	3
Condensed Consolidated Statements of Cash Flows (Unaudited)	4
Notes to Condensed Consolidated Financial Statements (Unaudited)	5

i

EMPIRE SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30			December 31,
	2021			2020
	(unaudited)
ASSETS
Current assets:
Cash	$	141,027		$	301,012
Deposits		1,150			-
Total current assets		142,177			301,012
Due from affiliate - MassRoots		1,515,778
Equipment - net of accumulated depreciation of $2,287,191 and $1,939,638, respectively		3,224,377			2,370,591
Finance lease ROU asset - net		34,261			-
Operating lease right of use assets		3,551,700			4,533,747
Total assets	$	8,468,293		$	7,205,350
LIABILITIES AND SHAREHOLDER’S DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	845,349		$	1,488,713
Advances, net		4,072,799			2,843,525
Contract liability		-			52,955
Operating lease liability		1,815,069			1,766,552
Short term finance lease liability		7,800			-
PPP note payable		7,395
EIDL note payable		29,244
Notes payable		1,917,342			1,924,645
Environmental remediation liability		71,017			140,000
Total current liabilities		8,766,015			8,216,390
Operating lease liability, net current portion		1,887,500			2,911,556
Long term finance lease liability		18,850			-
PPP note payable, net current portion		535,880			176,233
EIDL note payable, net current portion		470,756			480,504
Notes payable, net current portion		2,724,045			2,983,596
Total liabilities		14,403,046			14,768,279
Commitments and contingencies (See Note 7)
Shareholder’s deficit:
Common stock, $1.00 par value, 5,000 shares authorized, 1,000 shares issued and outstanding		1,000			1,000
Additional paid in capital		2,417,778			3,247,543
Accumulated deficit		(8,353,531	)		(10,811,472	)
Total shareholder’s deficit		(5,934,753	)		(7,562,929	)
Total liabilities and shareholder’s deficit	$	8,468,293		$	7,205,350

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

1

EMPIRE SERVICES, INC.

CONSENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Nine Months Ended September 30,
	2021			2020
Revenues	$	19,657,726		$	9,163,115
Cost of revenues		10,656,628			4,796,314
Gross Profit		9,001,098			4,366,800
Operating Expenses:
Rent, utilities, and property maintenance		1,689,544			1,763,076
Consulting, accounting, and legal		165,792			193,688
Payroll and related expense		2,242,961			1,686,034
Depreciation expense		347,554			327,532
Environmental remediation expense		6,850			-
Hauling and equipment maintenance		952,163			1,020,354
Other general and administrative expenses		563,902			713,772
Total Operating Expenses		5,968,766			5,704,456
(Loss) Profit From Operations		3,032,332			(1,337,655	)
Other Income (Expense):
Interest income (expense)		(1,122,610	)		(990,428	)
Gain on forgiveness of debt		548,218			-
Gain of settlement of debt		-			19,440
Other income		-			23,000
Total Other Income (Expense)		(574,392	)		(947,988	)
Net Income (Loss) Before Income Taxes		2,457,940			(2,285,643	)
Provision for Income Taxes		-			-
Net Income (Loss)	$	2,457,940		$	(2,285,643	)

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

2

EMPIRE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER’S DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(unaudited)

	Common Stock		Additional Paid			Accumulated			Shareholder’s Equity
	Contribution		in Capital			Deficit			Total
Balance at December 31, 2019		1,000	$	-		$	(7,062,102	)	$	(7,061,102	)
Contribution for lease rent		-		1,289,516			-			1,289,516
Cash Contributions		-		346,256			-			346,256
Net loss		-		-			(2,285,643	)		(2,285,643	)
Balance at September 30, 2020		1,000	$	1,635,772		$	(9,347,745	)	$	(7,710,973	)
Balance at December 31, 2020		1,000	$	3,247,543		$	(10,811,472	)	$	(7,562,929	)
Contribution for lease rent		-		894,447			-			894,447
Non cash contribution for fixed asset		-		155,800			-			155,800
Non cash distribution		-		(133,979	)		-			(133,979	)
Cash Distribution		-		(1,746,034	)		-			(1,746,034	)
Net income		-		-			2,457,940			2,457,940
Balance at September 30, 2021		1,000	$	2,417,778		$	(8,353,532	)	$	(5,934,753	)

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

3

EMPIRE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS 

(unaudited)

	Nine Months Ended September 30,
	2021			2020
Cash flows from operating activities:
Net (loss) income	$	2,457,940		$	(2,285,643	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		347,554			327,532
Lease payment contributed		-			1,289,516
Interest Expense non-cash		38,720			802,966
Amortization of debt discount		964,185			-
Gain on forgiveness of debt		(548,218	)		-
Gain on settlement of legal matter		-			(19,440	)
Changes in operating Assets and liabilities
Environmental remediation liability		(68,983	)
Lease payments waived, amortization of ROU, and change in lease liability		1,331,126			-
Deposits		(1,150	)		-
Accounts payable		(1,114,378	)		42,527
Change in lease liability		-			43,697
Change in notes receivable		(1,515,778	)		-
Contract liability		(52,953	)		-
Net cash provided by operating activities		1,838,065			201,155
Cash flows from investing activities:
Purchases of property and equipment		(279,309	)		(243,652	)
Net cash (used in) investing activities		(279,309	)		(243,652	)
Cash flows from financing activities:
Proceeds from issuance of PPP note payable		543,275			543,000
Proceeds from issuance of EIDL note payable		-			500,000
Proceeds from issuance of notes payable		179,500			197,000
Proceeds from advances		2,692,500			2,963,237
Repayments of notes payable		(1,060,550	)		(2,368,783	)
Repayments of advances		(2,327,432	)		(1,816,518	)
Cash distribution		(1,746,034	)		-
Cash Contribution		-			344,943
Net cash provided by (used in) financing activities		(1,718,741	)		227,879
Net increase in cash		(159,985	)		185,381
Cash, beginning of period		301,012			54,795
Cash, end of period	$	141,027		$	240,176
Supplemental disclosures of cash flow information:
Cash paid during period for interest	$	119,625		$	187,462
Supplemental disclosures of non-cash investing and financing activities:
Non cash Notes proceeds	$	221,801		$	-
Non cash notes payment	$	87,822		$	31,151
Notes proceeds for equipment	$	766,500		$	275,000
Contribution of equipment	$	155,800		$	-
Non cash distribution	$	-		$	748,973

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

4

EMPIRE SERVICES, INC. 

Notes to Condensed Consolidated Financial Statements

September 30, 2021 (Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Empire Services, Inc. (“Empire” or the “Company”) operates 11 metal recycling facilities in Virginia and North Carolina. The Company was incorporated in the State of Virginia on February 12, 2004.

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

Basis of Presentation

The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations for nine months ended September 30, 2021 and 2020, its cash flows for the nine months ended September 30, 2021 and 2020, and its financial position as of September 30, 2021 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Current Report on Form 8-K for the fiscal year ended December 31, 2020.  The December 31, 2020 balance sheet is derived from those statements.

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of September 30, 2021, the Company had cash of $141,027 and a working capital deficit (current liabilities in excess of current assets) of $8,623,838. During the nine months ended September 30, 2021, although the net profit was $2,457,940 and net cash generated by operating activities was $1,838,065, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the audited consolidated financial statements.

During the nine months ended September 30, 2021, the Company received proceeds of $2,692,500, $543,275, and $179,500 from the issuance of advances, a paycheck protection program loan, and non-convertible notes, respectively. The Company may not have sufficient cash to fund operations for the next fiscal year.

The Company’s primary source of operating funds since inception has been cash proceeds from operating activities. The Company has occasionally experienced net losses and negative cash flows from operations. The Company’s ability to continue its operations is dependent upon its ability to obtain additional capital through public or private equity offerings, debt financings or other sources; however, financing may not be available to the Company on acceptable terms, or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy, and the Company may be forced to curtail or cease operations.

Management’s plans regarding these matters encompass the following actions: 1) obtain funding from new and current investors to alleviate the Company’s working capital deficiency; and 2) implement a plan to increase revenues. The Company’s continued existence is dependent upon its ability to raise additional capital.  However, the outcome of management’s plans cannot be determined with any degree of certainty.

5

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

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

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

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Empire Services, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the incremental borrowing rate of the lease liabilities,  and environmental remediation calculations. Actual results may differ from these estimates.

Fair Value of Financial Instruments

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

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

6

Cash

For purposes of the consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2021 and December 31, 2020 the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At September 30, 2021 and December 31, 2020, the uninsured balances amounted to $0 and $57,041, respectively.

Property and Equipment, net

We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under finance leases, see “Note 9—Leases.” We pledge property and equipment as collateral for our line of credit. See “Note 8—Long Term Debt.”

Revenue Recognition

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

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

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

(i) Identify the contract(s) with a customer;

(ii) Identify the performance obligation in the contract;

(iii) Determine the transaction price;

(iv) Allocate the transaction price to the performance obligations in the contract; and

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

The Company primarily generates revenue by purchasing scrap metal from businesses and retail customers, processing it, and selling the ferrous and non-ferrous metals to clients.

The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of September 30, 2021 and December 31, 2020, the Company had a contract liability of $0 and $52,955, respectively, for scrap metal customers had paid for and the Company had not yet delivered.

7

Inventories

We maintain minimal inventories as we ship the ferrous and non-ferrous metals we purchase to customers multiple times per day. We calculate the value of the minimal inventories we do carry, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the value of the inventory based on the first-in-first-out (FIFO) methodology. The value of our inventories was $0 and $0, respectively, at September 30, 2021 and December 31, 2020.

Advertising

The Company charges the costs of advertising to expense as incurred. Advertising costs were $5,764 and $807 for the nine months ended September 30, 2021 and 2020, respectively.

Income Taxes

The Company is organized as a Corporation and has elected to be taxed as S-Corporation for state and federal tax purposes. Income taxes are not payable by the Company. Shareholders of S-Corporations are taxed individually on their applicable share of earnings. Accordingly, no provision for income taxes is reflected in these financial statements. Net income or loss is allocated to the shareholder of the corporation.

Long-Lived Assets

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

Segment Reporting

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

Environmental Remediation Liability

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

The Company is involved with environmental investigation and remediation activities at some of its currently operated sites. In addition, the Company, together with other parties, has been designated a potentially responsible party under federal and state environmental protection laws for the investigation and remediation of environmental matters. In general, these laws provide that potentially responsible parties may be held jointly and severally liable for investigation and remediation costs regardless of fault.

8

The Company initially provides for estimated costs of environmental-related activities relating to its past operations for which commitments or clean-up plans have been developed and when such costs can be reasonably estimated based on industry standards and professional judgment. These estimated costs, which are undiscounted, are determined based on currently available facts regarding each site. If the reasonably estimable costs can only be identified as a range and no specific amount within that range can be determined more likely than any other amount within the range, the minimum of the range is provided.

The Company continuously assesses its potential liability for investigation and remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At September 30, 2021 and December 31, 2020, the Company had accruals reported on the balance sheet as current liabilities of $71,017 and $140,000, respectively.

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

Management expects these contingent environmental-related liabilities to be resolved over the next fiscal year.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-02, Leases (Topic 842), which, among other things, requires lessees to recognize substantially all leases on their balance sheets and disclose key information about leasing arrangements. The new standard establishes a right of use (“ROU”) model that requires a lessee to recognize a ROU asset and liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The new standard became effective for the Company on January 1, 2019.

We adopted Topic 842 utilizing the modified retrospective adoption method with an effective date of January 1, 2019. We made the election to not apply the recognition requirements in Topic 842 to short-term leases (i.e., leases of 12 months or less) for all classes of underlying assets. Instead, we recognize lease payments in profit or loss on a straight-line basis over the lease term. In addition, in accordance with Topic 842, variable lease payments in the period in which the obligation for those payments is incurred are not included in the recognition of a lease liability or right-of-use asset. We elected to not separate non-lease components from the associated lease component for all underlying classes of assets with lease and non-lease components. The adoption of Topic 842 resulted in the recognition of operating lease liabilities of $3,729,219 and $4,678,108 and operating ROU assets of $3,585,961 and $4,533,747  as of September 30, 2021 and December 31, 2020, respectively, primarily related to leases for the company’s metal recycling facilities. There was no cumulative effect adjustment to beginning Stockholders’ Deficit on the consolidated balance sheet. The accounting for our finance leases remained substantially unchanged, as finance lease liabilities and their corresponding ROU assets were already recorded on the consolidated balance sheets under the previous guidance. The adoption of Topic 842 did not have a significant effect on our results from operations or cash flows. See “Note 9—Leases” for additional disclosures required by Topic 842.

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

9

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

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

NOTE 4 – PROPERTY AND EQUIPMENT

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

	September 31, 2021			December 31, 2020
Equipment	$	5,511,568		$	4,310,229
Less accumulated depreciation		(2,287,191	)		(1,939,638	)
Property and equipment, net	$	3,224,377		$	2,370,591

Depreciation expense for the nine months ended September 30, 2021 and 2020 was $347,554 and $327,532, respectively.

NOTE 5 – MERCHANT CASH ADVANCES

During the nine months ended September 30, 2021 and 2020, the Company received proceeds from the issuance of merchant cash advances of $2,692,500 and $2,963,237 and repaid an aggregate of $2,327,432 and $1,816,518, respectively, of the advances. The advances have final payment dates ranging from June 19, 2020 to March 31, 2022. The advances are secured against the assets of the Company. As of September 30, 2021 and December 31, 2020, the Company owed $4,072,799 and $2,843,525 on the advances, net of issuance discounts of $903,141 and $707,646, respectively. The Company paid interest and penalties of $6,786 and $3,526 on these advances during the nine months ended September 30, 2021 and 2020, respectively.  There was amortization of debt discount of $864,206 and $744,874 during the nine months ended September 30, 2021 and 2020, respectively.

The Company realized gain on debt settlements of $0 and $19,440 during the nine months ended September 30, 2021 and 2020, respectively, for the early payoff of advances.

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At September 30, 2021 and December 31, 2020, the Company owed accounts payable and accrued expenses of $845,349 and $1,488,713, respectively. These are primarily comprised of accounts payable balances to vendors of $735,087 and $1,285,788, accrued interest on debt of $49,818 and $16,944, and accrued credit card balances of $60,444 and $142,998 as of September 30, 2021 and December 31 2020, respectively.

10

NOTE 7 – COMMITMENTS AND CONTINGENCES

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

On June 30, 2021, the Company entered into a Consent Order with the Virginia State Water Control Board. Under the Consent Order, the Company is required to pay a civil penalty of $90,000, improve its internal control plans regarding recycled and waste materials, remediate certain environmental concerns on the properties it leases, among other requirements. The Company believes it is appropriate to recognize an environmental remediation liability as a regulatory claim was asserted in the Notices of Violations issued to the Company in November 2019, for which the June 2021 Consent Order rectifies.

The Company has recognized a $71,017 and $140,000 environmental remediation liability as of September 30, 2021 and December 31, 2020, respectively, of which the Company believes a balance of $15,017 and $50,000, respectively, are a fair estimate of the cost to remediate the properties it leases and a balance of $56,000 and $90,000, respectively, for the civil penalty. The Company paid $34,983 towards the remediation of the properties and $34,000 towards the civil penalty during the nine months ended September 30, 2021. The Company is committed to improving its processes and controls to ensure its operations have minimal environmental impact with the goal of minimizing the number of comments and citations received by the Department of Environmental Quality going forward.

NOTE 8 – NON-CONVERTIBLE NOTES PAYABLE, EIDL NOTE PAYABLE AND PPP NOTE PAYABLE

On July 5, 2019, the Company entered into a secured promissory note in amount of $1,360,800 bearing an interest rate of 10.495% with a maturity date of August 5, 2022. There was an additional financing cost of $11,474 assessed in fiscal year 2020. There were late fees of $30,330 assessed during the nine months ended September 30, 2021. The note is secured by assets of the Company. During the nine months ended September 30, 2021, the Company made principal payments of $302,400. At September 30, 2021 and December 31, 2020, the note had a principal balance of $764,464 and $1,066,864. As of September 30, 2021 and December 31, 2020, the note had a carrying value of $707,644 and $957,817, respectively. There was accrued interest on the note of $30,330 and $0 at September 30, 2021 and December 31, 2020, respectively.

On August 15, 2019, the Company entered into a secured promissory note in the amount of $652,680 bearing an interest rate of 10.495% with a maturity date of November 15, 2025. There was an additional financing cost of $2,313 assessed in fiscal year 2020. There were late fees of $7,896 assessed during the nine months ended September 30, 2021. The note is secured by assets of the Company. During the nine months ended September 30, 2021, the Company made payments towards the principal of the note of $72,560. At September 30, 2021 and December 31, 2020, the note had a principal balance of $524,381 and $596,941, respectively. At September 30, 2021 and December 31, 2020, the note had a carrying value of $450,268 and $509,324, respectively. There was accrued interest on the note of $7,896 and $0 at September 30, 2021 and December 31, 2020, respectively.

On December 30, 2019, the Company entered into a secured promissory note in the principal amount of $2,000,000 bearing an interest rate of 4.75% with a maturity date of December 30, 2023. The note is secured by all assets of the Company and property owned by the Company’s Chief Executive Officer. During the nine months ended September 30, 2021, the Company made payments towards the principal of the note of $384,181 and payments towards interest of $59,053. At September 30, 2021 and December 31, 2020, the note had a remaining principal balance of $1,223,530 and $1,607,712, respectively.

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On December 30, 2019, the Company entered into a secured, demand promissory note in the principal amount of $1,000,000 bearing an interest rate of 4.75% with a maturity date of January 30, 2024. Under the terms of the note, any principal amount that is paid off can be reborrowed. The note is secured by all assets of the Company and property owned by the Company’s Chief Executive Officer. During the nine months ended September 30, 2021, the Company received proceeds of the note of $179,500. During the nine months ended September 30, 2021, the Company made payments towards the principal of the note of $241,205 and payments towards interest of $34,357. At September 30, 2021 and December 31, 2020, the note had a carrying value of $888,555 and $950,260, respectively.

On April 19, 2020, the Company received proceeds of $500,000 from an Economic Injury Disaster Loan (“EIDL”) note. The note has a maturity date of April 19, 2040 and bears 3.75% interest per annum. During the nine months ended September 30, 2021, the Company made payments towards the principal of the note of $0 and $14,622 towards the interest on the note. At September 30, 2021 and December 31, 2020, the Company owed $500,000 and $500,000 in principal and $12,501 and $13,151 in accrued interest on this note, respectively.

On April 20, 2020, the Company received proceeds of $543,000 from a Paycheck Protection Program (“PPP”) note. The note has a maturity date of April 20, 2022 and bears 1% interest per annum. At December 31, 2020, the Company owed $543,000 in principal and $3,794 in accrued interest on this note. On April 1, 2021, the Small Business Administration forgave $543,000 in principal and $7,294 in interest due under this note and the note was retired. The Company recorded a $548,218 gain on forgiveness of debt.

On August 12, 2020, the Company entered into a secured promissory note in the amount of $335,760, bearing an interest rate of 10.495% with a maturity date of September 12, 2024. The note is secured by assets of the Company. There were late fees of $4,897 assessed during the nine months ended September 30, 2021. During the nine months ended September 30, 2021, the Company made payments towards the principal of the note of $55,960. At September 30, 2021 and December 31, 2020, the note had a principal balance of $258,815 and $314,775, respectively. At September 30, 2021 and December 31, 2020, the note had a carrying value of $220,657 and $259,757, respectively. There was accrued interest on the note of $4,897 and $0 at September 30, 2021 and December 31, 2020, respectively.

On October 28, 2020, the Company entered into a secured promissory note in the amount of $273,960 bearing an interest rate of 10.015% with a maturity date of November 5, 2023. The note is secured by assets of the Company. There were late fees of $4,186 assessed during the nine months ended September 30, 2021. During the nine months ended September 30, 2021, the Company made payments towards the principal of the note of $60,880. At September 30, 2021 and December 31, 2020, the note had a principal balance of $213,080 and $273,960, respectively. At September 30, 2021 and December 31, 2020, the note had a carrying value of $188,812 and $237,109, respectively. There was accrued interest on the note of $4,186 and $0 at September 30, 2021 and December 31, 2020, respectively.

On March 16, 2021, the Company received proceeds of $543,275 from a Paycheck Protection Program (“PPP”) note. The note has a maturity date of March 16, 2023 and bears 1% interest per annum. At September 30, 2021, the Company owed $543,000 in principal and $2,902 in accrued interest on this note.

On June 21, 2021, the Company entered into a secured promissory note in the amount of $522,000 bearing an interest rate of 10.015% with a maturity date of June 21, 2024. The note is secured by assets of the Company. There were late fees of $7,896 assessed during the nine months ended September 30, 2021. During the nine months ended September 30, 2021, the Company made payments towards the principal of the note of $29,000. At September 30, 2021, the note had a principal balance of $493,000. At September 30, 2021, the note had a carrying value of $431,201. There was accrued interest on the note of $7,896 at September 30, 2021.

On July 7, 2021, the Company entered into a secured promissory note in the amount of $202,500 bearing an interest rate of 10.015% with a maturity date of June 21, 2024. The note is secured by assets of the Company. There were late fees of $844 assessed during the nine months ended September 30, 2021. During the nine months ended September 30, 2021, the Company made payments towards the principal of the note of $0. At September 30, 2021, the note had a principal balance of $202,500. At September 30, 2021, the note had a carrying value of $172,893. There was accrued interest on the note of $844 at September 30, 2021.

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On August 23, 2021, the Company entered into a secured promissory note in the amount of $257,400 bearing an interest rate of 10.015% with a maturity date of August 23, 2024. The note is secured by assets of the Company. There were late fees of $215 assessed during the nine months ended September 30, 2021. During the nine months ended September 30, 2021, the Company made payments towards the principal of the note of $0. At September 30, 2021, the note had a principal balance of $257,400. At September 30, 2021, the note had a carrying value of $223,036. There was accrued interest on the note of $358 at September 30, 2021.

On September 7, 2021, the Company entered into a secured promissory note in the amount of $154,980 bearing an interest rate of 10.015% with a maturity date of September 7, 2024. The note is secured by assets of the Company. There were late fees of $358 assessed during the nine months ended September 30, 2021. During the nine months ended September 30, 2021, the Company made payments towards the principal of the note of $0. At September 30, 2021, the note had a principal balance of $154,980. At September 30, 2021, the note had a carrying value of $135,420. There was accrued interest on the note of $215 at September 30, 2021.

There was interest expense and amortization of debt discount of $1,122,610 and $990,428 for the nine months ended September 30, 2021 and 2020, respectively.

The following is a summary of the notes payable balances at September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
Note balance	$	6,018,555			5,564,978
Less: current portion		(1,953,981	)		(1,924,645	)
Less: debt discount		(333,974	)		-
Long-term portion	$	3,730,681		$	3,640,333

Aggregate minimum future principal payment maturities at September 30, 2021 were as follows:

Year ended December 31,
2021	$	494,447
2022		2,175,250
2023		1,989,322
2024		783,733
2025		200,090
Thereafter		375,713
Total principal payments	$	6,018,555

NOTE 9 – LEASES

Property Leases (Operating Leases)

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

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On December 29, 2017, the Company entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, the Company is required to pay $7,500 for the first month and $700 per month thereafter for 47 months. The lease expires on December 29, 2021 and the Company does not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease.

Effective January 1, 2019, the Company entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing of the Company’s metal recycling locations. Under the terms of the leases, the Company is required to pay an aggregate of $137,450 per month for the facilities beginning January 1, 2019 and increasing by 3% on the first of every year thereafter. The leases expire on January 1, 2024 and the Company has two options to extend the leases by 5 years per option. In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements.

On February 18, 2019, the Company entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, the Company is required to pay $18,200 for the first month and $750 per month thereafter for 59 months. The lease expires on February 18, 2023 and the Company does not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease.

On February 15, 2021, the Company entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, the Company is required to pay $12,450 for the first month and $650 per month thereafter for 59 months. The lease expires on February 15, 2026 and the Company does not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease.

On March 2, 2021, the Company entered into leasing agreements for office space beginning on March 15, 2021. Under the terms of the leases, the Company is required to pay a $631 for March 15 to March 31, 2021, $1,150 per month for the facilities beginning April 1, 2021 and increasing by 3% on April 1^st of every year thereafter. The leases expire on March 31, 2024 and the Company was required to make a security deposit of $1,150. The Company does not have an option to extend the lease. The Company cannot sublease any of the properties under the lease agreements.

ROU assets and liabilities consist of the following:

	September 30, 2021		December 31, 2020
Operating leases  - ROU assets (included in Other assets)	$	3,551,700	$	4,553,747
Finance lease ROU asset - net	$	34,261	$	-
Current portion of lease liabilities	$	1,822,869	$	1,766,552
Long term lease liabilities, net of current portion		1,906,350		2,911,556
Total lease liabilities	$	3,729,219	$	4,678,108

Aggregate minimum future commitments under non-cancelable operating leases, finance leases and other obligations at September 30, 2021 were as follows:

Year ended December 31,
2021	$	446,513
2022		1,833,297
2023		1,887,781
2024		11,600
2025		7,800
2026		1,300
Total Minimum Lease Payments	$	4,188,291
Less: Imputed Interest	$	(459,072	)
Present Value of Lease Payments	$	3,729,219
Less: Current Portion	$	1,822,869
Long Term Portion	$	1,906,350

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The Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2026. Rent expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the nine months ended September 30, 2021 and 2020 was $1,336,413 and $1,282,421, respectively. At September 30, 2021, the leases had a weighted average remaining lease term of 2.25 years and a weighted average discount rate of 10%.

NOTE 10 – CONCENTRATIONS OF REVENUE

Customer Concentrations

The Company has a concentration of customers. For the nine months ended September 30, 2021 and 2020, one customer represented approximately 90.78% and 84.38% of revenue, respectively. Sims Metal Management accounted for $17,845,073 and $7,732,025 in revenue.

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

NOTE 11 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 5,000 shares of common stock, par value $1.00 per share. There were 1,000 shares of common stock outstanding at December 31, 2019, and December 31, 2020.  

During nine months ended September 30, 2021 and 2020, there were contributions for lease rent of $894,448 and $1,289,516, respectively. During the nine months ended September 30, 2021 and 2020, there were cash contributions of $0 and $346,256, respectively, and contributions of fixed assets of $155,800 and $0, respectively. There were cash distributions of $1,746,034 and $0 during the nine months ended September 30, 2021 and 2020, respectively. During the nine months ended September 30, 2021 and 2020, there were non-cash distributions of $133,970 and $0, respectively.

NOTE 12 – WARRANTS

The Company does not have any outstanding warrants to purchase common stock.

NOTE 13 – STOCK OPTIONS

The Company does not have any outstanding options to purchase shares of common stock.

NOTE 14 – INCOME TAXES

The Company, with stockholder’s consent, has elected to be taxed as an “S Corporation” under the provisions of the Internal Revenue Code and comparable state income tax law. As an S Corporation, the Company is generally not subject to corporate income taxes and the Company’s net income or loss is reported on the individual tax return of the stockholder of the Company. Therefore, no provision or liability for income taxes is reflected in the financial statements.

The Company has not been audited by the Internal Revenue Service, and accordingly the business tax returns since 2016 are open to examination. Management has evaluated its tax positions and has concluded that the Company had taken no uncertain tax positions that could require adjustment or disclosure in the financial statements to comply with provisions set forth in Accounting Standards Codification (ASC) Section 740, Income Taxes.

NOTE 15 – RELATED PARTY DUE FROM AFFILIATE

During the nine months ended September 30, 2021, Empire paid $1,515,778 in bills, operating costs, and settlements of legal matters, debt, and warrants on behalf of MassRoots, Inc. under notes payable agreements and advances. Under the notes payable agreements, Empire had accrued interest receivable of $22,206 at September 30, 2021. Empire’s owner, Danny Meeks, is the Chairman and Chief Executive Officer of Greenwave Technology Solutions, Inc. (“Greenwave”) (formerly known as MassRoots, Inc.). The balance of this note and accrued interest was eliminated as an inter-company debt upon consummation of the merger with Greenwave.

NOTE 16 – SUBSEQUENT EVENTS

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

On September 30, 2021, MassRoots, Inc. entered into definitive agreements to acquire the Company for consideration of (i) 482,504,742 shares of Common Stock, (ii) within 3 business days of the closing of the Company’s next capital raise, repayment of a $1 million advance made to purchase Empire’s Virginia Beach location and (iii) a promissory note in the principal amount of $3.7 million with a maturity date of September 30, 2023. The acquisition was effective October 1, 2021 upon the effectiveness of a Certificate of Merger in Virginia.

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