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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

 FORM 10-K

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 OR

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

 For the transition period from
 to

 Commission file number: 002-76219-NY

 (Exact name of registrant as specified in its charter)

 Victory Oilfield Tech, Inc.

 (Former name, former address and former fiscal
year, if changed since last report)

 Nevada

 87-0564472

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 14425 Falcon Head Blvd. Bldg. E Ste. 100 Austin, TX

 78738

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area
code: ( 512) 607-5558

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

 Securities registered pursuant to Section 12(g) of
the Act: Common Stock, $0.001 par value

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files). Yes No

 Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large Accelerated Filer

 Accelerated Filer

 Non-Accelerated Filer

 Smaller Reporting Company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public
accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of June 30, 2023, (the last business day of the
registrant's most recently completed second fiscal quarter), the aggregate market value of the voting common equity held by non-affiliates
of the registrant, computed by reference to the closing price of such stock on June 30, 2023 was approximately $.19 based on the closing
price of such stock and such date of $ 5,327,165.

 The number of shares outstanding of the
Registrant's common stock, $0.001 par value, as of May 15, 2024 was 530,129,753.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 (Formerly Victory Oilfield Tech, Inc.)

 ANNUAL REPORT ON FORM 10-K

 For the year ended December 31, 2023

 Item 1.

 Business

 Item1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosure

 Item 5.

 Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 INTRODUCTORY NOTE

 Use of Terms

 In this report, unless otherwise specified or the
context otherwise requires, references to "we," "us," "our," and "Company" refer to Victory
Clean Energy, Inc (formerly Victory Oilfield Tech, Inc.), a Nevada corporation, together with its wholly owned subsidiary, Pro-Tech Hardbanding
Services, Inc. from July 31, 2018, the date of acquisition to the period ended December 31, 2023. Thereafter references relate to our
wholly owned subsidiary H2 Energy Group Inc.

 Discontinued Operations

Flagstaff International, LLC under which Flagstaff committed to invest $4,000,000 in Victory in exchange for Victory Preferred Stock and
the transfer to Pro-Tech Holdings of all equity interests held by Victory in Pro-Tech Hardbanding Services, Inc.

 Accordingly, we have categorized Pro-Tech as discontinued
operations in our financial statements for the years ended December 31, 2023 and 2022.

 The operating results for discontinued operations
have been presented in the accompanying consolidated statement of operations for the years ended December 31, 2023 and 2022 as discontinued
operations. See note 4 to the consolidated financial statements for additional information.

 Cautionary Notice Regarding Forward Looking Statements

 We are including the following discussion to inform
our existing and potential security holders generally of some of the risks and uncertainties that can affect our Company and to take advantage
of the "safe harbor" protection for forward-looking statements that applicable federal securities law affords.

 From time to time, our management or persons acting
on our behalf may make forward-looking statements to inform existing and potential security holders about our Company. All statements
other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives
of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used
in this report, forward-looking statements are generally accompanied by terms or phrases such as "estimate," "project,"
"predict," "believe," "expect," "continue," "anticipate," "target,"
"could," "plan," "intend," "seek," "goal," "will," "should,"
"may" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating
or making assumptions about actual or potential future production and sales, cash flows, and trends or operating results also constitute
such forward-looking statements.

 Forward-looking statements involve inherent risks
and uncertainties, and important factors (many of which are beyond our Company's control) that could cause actual results to differ
materially from those set forth in the forward-looking statements, including the following: changes in crude oil and natural gas prices,
the pace of drilling and completions activity on our properties, our ability to acquire additional development opportunities, potential
or pending acquisition transactions, the projected capital efficiency savings and other operating efficiencies and synergies resulting
from our acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on our Company's
cash position and levels of indebtedness, changes in our reserves estimates or the value thereof, disruptions to our Company's business
due to acquisitions and other significant transactions, general economic or industry conditions, nationally and/or in the communities
in which our Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of
the securities markets, our ability to raise or access capital, changes in accounting principles, policies or guidelines, financial or
political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting
our Company's operations, products and prices, the COVID-19 pandemic and its related economic repercussions and effect on the oil
and natural gas industry, and the impact of recent inflationary pressures on the Company's operations.

 We have based any forward-looking statements on our
current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable,
they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties,
most of which are difficult to predict and many of which are beyond our control. Accordingly, results actually achieved may differ materially
from expected results described in these statements. Forward-looking statements speak only as of the date they are made. You should consider
carefully the statements in "Item 1A. Risk Factors" and other sections of this report, which describe factors that could cause
our actual results to differ from those set forth in the forward-looking statements. Our Company does not undertake, and specifically
disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such
statements.

 Readers are urged not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements
in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable
law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the
United States Securities and Exchange Commission (the "SEC") which attempt to advise interested parties of the risks and factors
that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties
materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

 Please refer to Item 7 " Management's
Discussion and Analysis of Financial Condition and Results of Operations " for an additional cautionary notice regarding forward-looking
statements.

 Item 1. Business

 Overview

 Victory Clean Energy, Inc. ("Victory")
is a Green Hydrogen energy company dedicated to developing and implementing clean, sustainable low-cost energy solutions with applications
across various industries, including transportation, power generation, and industrial processes. We believe the Company's innovative TrueGreen
Hydrogen production solutions will provide clean, reliable, and cost-effective energy sources to a diverse range of clients. We
believe TrueGreen Hydrogen positions the Company as a formidable force as a future the low-cost supplier in the Green Hydrogen
sector, focusing on decarbonization in heavy transportation and industrial Hydrogen markets. Victory Clean Energy is dedicated to shaping
a sustainable and cleaner future for industries and communities worldwide.

 The newly combined company is expected to benefit
from the synergies of both businesses, leveraging Victory's extensive experience in energy technology markets to commercially deploy H2EG's
competitive Green Hydrogen solutions, which we believe deliver clean, reliable Green Hydrogen at competitive price points. The combined
company will target a broad range of potential clients in both commercial energy production markets and energy-intensive industries requiring
clean, reliable, secure, and cost-effective energy sources.

 From July 31, 2018 through January 1, 2024, we were
an oilfield energy technology products company focused on improving well performance and extending the lifespan of the industry's
most sophisticated and expensive equipment.

 On July 31, 2018, the Company entered into a stock
purchase agreement to purchase 100% of the issued and outstanding common stock of Pro-Tech Hardbanding Services, Inc., ("Pro-Tech"),
an Oklahoma corporation which is a hardbanding company servicing Oklahoma, Texas, Kansas, Arkansas, Louisiana, and New Mexico. The stock
purchase agreement was included as Exhibit 10.1 on the Form 8-K filed by us on August 2, 2018.

with H2 Energy Group Inc., a Delaware corporation ("H2EG") (the "Merger"). As a result of the Merger, a change
in control of Victory occurred, and H2EG became a wholly owned subsidiary of Victory.

Flagstaff International, LLC under which Flagstaff committed to invest $4,000,000 in Victory in exchange for Victory Preferred Stock and
the transfer to Pro-Tech Holdings of all equity interests held by Victory in Pro-Tech Hardbanding Services, Inc.

 Our Products and Services

 Green Hydrogen, which is hydrogen generated by renewable
energy or from fossil-free, carbon negative power, is viewed as a critical enabler of the global transition to sustainable energy and
net zero emissions economies. Hydrogen can be used as a fuel similar to natural gas, producing only heat and water vapor when it is burned
but without the CO2 emissions associated with natural gas. It can be used as fuel in fuel cells to generate electricity and heat, in gas
turbine generators to provide electricity to the power grid, as well as a replacement for gasoline in internal combustion engines. Historically,
producing Green Hydrogen has been cost-prohibitive. We believe H2EG's technology delivers Green Hydrogen at highly competitive prices.

 Our Industry and Market

 The global hydrogen generation market size was valued
at USD 141.3 billion in 2022 and expected to hit USD 219.8 billion by 2030, poised to grow at a noteworthy compound annual growth rate
(CAGR) of 5.42% from 2022 to 2030. U.S. hydrogen generation market size was estimated at USD 17.5 billion in 2022.

 Hydrogen and hydrogen-related energy sources are viable
substitution opportunities for traditional fossil fuels. Hydrogen has unique capabilities and significant potential in any low carbon
energy future due to its energy content and environmentally friendly energy release characteristics. The global market for Hydrogen is
driven by several factors including:

 Growing interest in Fuel Cell Vehicles

 Increasing Use in Power Generation

 Advancements in Hydrogen Storage Technology

 Increasing Government Support for Clean Energy

 Emergence of Green Hydrogen Production Technologies

 Overall Hydrogen market is currently dominated by
Petroleum Refinery with Ammonia Production a close second and Methanol Production third. However, looking to future growth it is the Transportation
and Power Generation markets that are expected to experience the most growth.

 Regional Insights

 Regionally, Asia Pacific is estimated to be the fastest
growing market owing to the rising demand for hydrogen power generation in countries like China and India. China is putting significant
investment in fuel cell development. This will drive down the costs for fuel cells and if either the technology or product makes it way
to North America and Europe it will accelerate Hydrogen demand. Moreover, rising government initiatives in the nations like India, Japan,
and Australia to promote clean and green energy is boosting the market growth.

 Green hydrogen projection is expected to be orders
of magnitude growth over traditional grey hydrogen. This will be driven by hydrogen price, fuel cell prices, and storage improvements.
Management expects that Green Hydrogen will have a growth rate an order of magnitude versus Blue – while Grey Hydrogen will decline
in use as Blue and Grey reach price parity with Grey.

 The two primary methods used to generate Green Hydrogen
are Electrolysis and Pyrolysis. Electrolysis involves sending a current of electricity through water that then separate the H2 molecule
and a diatomic oxygen molecule (i.e., "O2"). This electricity can come from the local electrical grid, a solar array, or a
wind turbine.

 The two major challenges to Electrolysis are where
the electricity comes from and the availability of water to "split" since it is a consumable in the process. Electrolysis
is energy intensive, requiring 54 kWh per H2 kg. In turn, electrolysis requires 10 liters (i.e., 2.3 gallons) of water per H2 kg. This
is a 9 to 1 ratio between water required and hydrogen generated on a kg basis.

 Importantly, if the electrolysis electricity comes
from the local or regional grid there is also substantial greenhouse gas produced. In California, the major utility company Pacific Gas
& Electric uses the value of 0.879 lbs. CO2 per kWh of delivered electricity.

 Pyrolysis involves heating biomass – in the
forms of forest waste, agricultural refuse, municipal solid waste, or energy grass – to a high temperate in an anerobic (i.e., "oxygen
free") environment that gasifies the biomass producing a hydrogen-rich syngas.

 Challenges to Pyrolysis are generating and maintaining
the high temperature required and biomass availability. Temperatures typically use for this thermochemical material separation are in
the range of 800 to 1,100 C. Biomass can be in the form of forest waste, agricultural refuse, municipal solid waste, or specially grown
energy grass.

 Key comparison of Electrolysis vs Pyrolysis generally
focuses on where the energy source is coming from for the former. If the local grid – with ever-increasing electrical prices per
H2 kg – is used, then the Green Hydrogen produced is expensive and will only rise. Solar and Wind are renewable energy sources that
dramatically reduce the price of the generated H2, but they are faced with the challenge of continuous availability – i.e., "the
Sun doesn't always shine, and the Wind doesn't always blow").

 Opportunity - Problems

 Green Hydrogen solves a myriad of problems the energy
world is facing today, including:

 Climate change mitigation: Green Hydrogen is
considered a clean fuel because when it is combusted or used in fuel cells, the only byproduct is water vapor. It does not release greenhouse
gases or contribute to climate change directly. By using Green Hydrogen as a substitute for fossil fuels in various sectors such as transportation
and industry, it can help reduce carbon emissions and mitigate climate change.

 Decarbonization of hard-to-abate sectors: Some
sectors, such as heavy industry, aviation, and shipping, have limited options for reducing their carbon emissions using existing technologies.
Green Hydrogen can provide a solution as it can be used as a feedstock or fuel in these sectors. By replacing fossil fuels with Green
Hydrogen, these industries can transition to cleaner and more sustainable energy sources.

 Energy storage and grid flexibility: Green
Hydrogen can serve as a means of energy storage and grid flexibility, addressing the intermittent nature of renewable energy sources such
as solar and wind power. Excess electricity generated from renewables can be used to produce hydrogen through electrolysis, storing the
energy in the form of hydrogen. The stored hydrogen can then be converted back into electricity or used as a fuel when renewable energy
generation is low or demand is high, thereby providing a reliable and flexible energy supply.

 Energy independence and security: Hydrogen
can be produced from diverse primary sources, including solar, wind, hydro, and biomass. By utilizing locally available renewable energy
resources, countries can reduce their dependence on imported fossil fuels and enhance energy security. This can contribute to a more resilient
and sustainable energy system.

 Air pollution reduction: Green Hydrogen does
not produce pollutants such as nitrogen oxides (NOx) and particulate matter during combustion. By replacing fossil fuels in transportation,
heating, and industrial processes, Green Hydrogen can help reduce local air pollution, improving air quality and public health.

 Technological advancements and economic opportunities:
The development and widespread use of Green Hydrogen fuel can drive technological advancements and innovation. It can create economic
opportunities, promote job growth in sectors such as renewable energy, electrolyzer manufacturing, and hydrogen infrastructure development.
The scaling up of Green Hydrogen production can also lead to cost reductions, making it more economically competitive over time.

 While Green Hydrogen holds significant promise, it's
important to address challenges such as cost, infrastructure development, and large-scale production to fully realize its potential as
a sustainable energy solution.

 Opportunity – Solutions

 The solution to decarbonizing the world economy lies
in fuels that meet the following criteria:

 Fossil-free

 Economically sustainable

 Perpetually renewable

 Modular and support of distributed or stand-alone
energy architectures

 For all the reasons previously mentioned and more,
Green Hydrogen represent a mandatory energy source for any future global decarbonizing energy portfolio.

 Opportunity - Value Proposition

 H2EG has significant value to its Customers –
independent of the Hydrogen segment they operate in.

 This value proposition includes:

 Delivered Price – H2EG patented biomass-based,
fossil-free pyrolysis process produces gaseous Green Hydrogen at a significantly lower cost than the alternative Green Hydrogen electrolysis
process. H2EG Green Hydrogen cost is expected to be lower than what is produced through Electrolysis. U.S. Department of Energy estimates
that Solar Photovoltaic based Electrolysis Hydrogen production costs approximately $6.09/kg – though some producers claim significantly
lower numbers. U.S. Office of Energy Efficiency & Renewable Energy estimates that wind-to-hydrogen costs $3.74 a kilogram to $5.86
a kilogram unsubsidized

 Reliability and Availability – though
solar-based electrolysis Green Hydrogen has been decreasing the biggest advantages that H2EG – as a baseload solution – still
enjoys: Reliability – biomass-based pyrolysis is not dependent on the variability of sun – e.g., rain, clouds, and inclement
weather in general. Availability - biomass-based pyrolysis is not dependent on the 16+ hours when the sun doesn't shine, it is 24
x 7 baseload energy

 Location Flexibility and Footprint –
since the H2EG process is delivered via modular and scalable facilities it can meet the ultimate objective of any renewable energy source
and that is to "produce as close to consumption as possible." Further, these microgrids can operate alone or be connected
to create a highly resilient distributed electrical system.

 Technical Efficiency - the H2EG process makes
more efficient use of Biomass with over 12% of bone-dry biomass converted to Hydrogen.

 Biomass Supply – Biomass has greater
availability around the world then sun or wind and can be grown and delivered close to the consumption location. Biomass – in the
form of forest waste, agricultural waste, municipal solid waste, or energy crops - represents a perpetually available energy source. In
addition, if energy crops are grown for Green Hydrogen production, they represent a carbon negative element to the process by absorbing
over 13 tons of CO2 per acre per year.

 Life-Cycle Environmental Impact – the
core of the H2EG process involves reactors made from stainless steel that can be reused after its estimated 20-year lifetime. As the solar
farms of the 80's and 90's reaches their end of life there is a valid concern of what will happen to the photovoltaic panels?
The answer for most is the landfill – reversing much of the reduced pollution they were part of during their active life. The International
Renewable Energy Agency ("IRENA") estimated that in 2016 there was about 250,000 metric tonnes of solar panel waste. IRENA
further projected that by 2050 this number could reach 78 million metric tonnes.

 Biomass-based High-Temperature Fast Pyrolysist has
significant advantages over other methods of decarbonizing our global economy via Green Hydrogen.

 Situation - Customers

 Customers for Green Hydrogen can vary across different
sectors and industries. Though H2EG is specifically targeting Heavy Truck Transportation in California as first project, here are some
potential Customer segments for Green Hydrogen:

 Transportation: Customers in the transportation
sector can include vehicle manufacturers, fleet operators, and transportation companies. Green Hydrogen can be used as a fuel for fuel
cell electric vehicles (FCEVs) and hydrogen-powered vehicles, such as cars, buses, trucks, and trains.

 Industry and Manufacturing: Industrial customers
may include companies in sectors such as steel, cement, chemicals, and refining. Green Hydrogen can be used as a feedstock or fuel in
industrial processes, replacing fossil fuels. It can also be utilized for hydrogenation processes in industries like food processing,
pharmaceuticals, and electronics manufacturing.

 Power Generation and Grid Balancing: Utilities
and power companies can be customers for Green Hydrogen. Hydrogen can be used in fuel cells to generate electricity, providing a clean
and efficient power generation option. It can also be stored and used for grid balancing, helping to manage intermittent renewable energy
sources and ensure grid stability.

 Energy Storage: Customers in the energy storage
sector can include grid operators, renewable energy developers, and energy storage companies. Green Hydrogen can be produced during periods
of excess renewable energy generation and stored for later use. It can serve as a long-duration energy storage solution, providing a means
to store and release energy when needed.

 Heat and Building Sector: Green Hydrogen can
be used for heating applications in residential, commercial, and industrial buildings. Customers in this sector may include building developers,
heating equipment manufacturers, and district heating operators. Hydrogen can be used as a low-carbon alternative for heating and can
be combined with fuel cells for combined heat and power (CHP) applications.

 Energy Export: Countries or regions with abundant
renewable energy resources can produce Green Hydrogen and export it to regions with limited renewable energy potential. This can be done
through hydrogen pipelines, liquefied hydrogen transport, or shipping. Customers can include energy importers, countries aiming to diversify
their energy sources, and hydrogen importers.

 Research and Development: Academic institutions,
research organizations, and technology developers can be customers for Green Hydrogen in terms of conducting research, developing new
technologies, and advancing the knowledge and understanding of hydrogen-related applications.

 It's important to note that the development and adoption
of the Green Hydrogen marketplace is still in progress, and the specific customer landscape will likely evolve as the industry matures
and more applications for Green Hydrogen emerge.

 Specific Green Hydrogen Customers H2EG is seeking
currently include:

 Heavy Transport OEMS – heavy transport
OEMs since in some cases they are "guaranteeing" hydrogen availability as part of the sale to their Customers.

 Heavy Transport Companies – virtually
every trucking company is looking for ways to reduce GHG by transitioning to renewable energy – and this is Hydrogen. First project
is California for reasons mentioned prior. Simply put, there is no other Heavy Transport fuel option to Green Hydrogen to meet newly enacted
regulations. Heavy Transport OEMs recognize this reality, and all have a priority focus on meeting the newly emerging demand for Green
Hydrogen in California.

 Strategic implications

 Green Hydrogen is viewed as an increasingly important
decarbonizing energy source.

 Customers are across a broad range of markets, and
all find it appealing though some – like Heavy Transport – have been faced with Green Hydrogen as a "must have"
versus a "nice to have."

 Our Competitors

 Green Hydrogen competes with various energy sources
and technologies that aim to address similar energy and sustainability challenges. Here are some of the indirect and direct competitors
or alternative options to Green Hydrogen:

 Fossil Fuels: Conventional fossil fuels like
coal, oil, and natural gas are the dominant sources of energy globally. They provide a well-established and relatively inexpensive energy
source, although they have significant environmental drawbacks due to greenhouse gas emissions and air pollution.

 Renewable Energy Sources: Renewable energy
sources such as solar power, wind power, and hydropower compete with Green Hydrogen as alternative clean energy options. These sources
generate electricity directly and can be more efficient in certain applications, particularly in regions with abundant renewable resources.

 Alternative Hydrogen Sources: Blue Hydrogen
is seen by some as carbon neutral because of the sequestration. However, recent legislation has gone against viewing Blue Hydrogen as
a true renewable energy source.

 Battery Electric Vehicles (BEVs): Battery electric
vehicles, powered by rechargeable batteries, compete with hydrogen fuel cell electric vehicles (FCEVs) in the transportation sector. BEVs
have gained significant market share, and advancements in battery technology have improved their range and charging infrastructure.

 Biofuels: Biofuels, such as biodiesel and bioethanol,
are produced from renewable organic materials such as agricultural crops and waste biomass. They are used as alternatives to fossil fuels
in transportation and can compete with Green Hydrogen, especially in sectors like aviation and shipping.

 Direct Electrification: In some applications,
direct electrification may be a competing option to Green Hydrogen. Instead of converting electricity into hydrogen, it can be used directly
for various applications, such as electric heating, electric vehicles, and electric industrial processes.

 Energy Storage Technologies: Various energy
storage technologies, such as lithium-ion batteries, pumped hydro storage, and advanced flow batteries, can compete with hydrogen as means
of storing and releasing renewable energy. These technologies offer different storage capacities, efficiencies, and applications.

 Other Low-Carbon Technologies: Low-carbon technologies
like carbon capture and storage (CCS) and carbon capture, utilization, and storage (CCUS) aim to reduce greenhouse gas emissions from
fossil fuel-based energy sources. These technologies can be seen as competitors to Green Hydrogen, particularly in sectors where CCS/CCUS
can be integrated.

 It's worth noting that these alternatives and competitors
may vary in their suitability and competitiveness depending on specific applications, geographical location, infrastructure availability,
policy support, and other factors. The energy landscape is evolving rapidly, and different solutions may be more suitable for different
contexts and sectors.

 At this point, H2EG views Electrolysis-based Green
Hydrogen as the primary direct competitor. Several competitors have been identified based on core hydrogen-production technology:

 Electrolysis process

 Plug Power

 ITM Power

 NEL Hydrogen

 Nedstack

 Accelera (Cummins)

 Pyrolysis process

 Raven

 Mote

 Monolith

 Our Growth Strategies

 Fossil-free, carbon negative green energy is critical
to an environmentally friendly future. Green Hydrogen will play a critical, if not the most important role in a Green Energy future.

 H2 Energy Group mission is to provide the lowest cost
Green Hydrogen in the marketplace. Our pyrolysis-based Green Hydrogen will be economically sustainable, perpetually renewable, and increasingly
reliable. It will be delivered via modular and scalable solutions supporting both stand-alone and distributed energy architectures.

 The Company strategy is based on the following marketplace
assumptions:

 Green Hydrogen is a critical part of any future Green
Energy portfolio and is on the verge of significant growth. Biomass-based Green Hydrogen offers benefits over current methods of Green
Hydrogen production that have limitations in base load, electricity requirements, and water consumption.

 H2EG Green Hydrogen process is uniquely competitive
in its combination of:

 Economic Sustainability – Lowest cost
defensible Green Hydrogen cost structure

 Biomass Supply Chain – based on multiple
environmentally friendly perpetual energy sources

 Modularity and Flexibility – allows for
distributed reliability and scalability

 Baseload Power – not subject to wind
or solar vagaries, operates 24 x 7

 Technical Advantage – production cost
3x less than grid-based electrolysis. H2EG pyrolysis process is proprietary

 Self-Powered Solution – operates independent
of grid in distributed or stand-alone modes

 Negative Carbon Index – qualify for all
subsidies although subsidies/tax credits are not required for cost competitiveness.

 Initial focus is Green Hydrogen fuel for Heavy Transport
in the State of California.

 This heavy transport focus represents the best initial
opportunity for the following reasons:

 The State of California has mandated the elimination
of diesel-powered Heavy Transport (i.e., Class 6-8) by 2035 with projections of 100,000 in 2030 and 300,000 in 2035. This is driven by
the significant emissions generated by diesel trucks. Note, each Heavy Truck will use approximately 60 kgs of hydrogen per day.

 Consider the amount of CO2 generated by diesel Heavy
Transport along the 1,250 miles (~2,000 km) of Interstate I-5 from Carlsbad, CA to Everett, WA

 The 1,250 miles of I-5 Corridor (i.e., with 550 miles
traversing through urban areas) experiences average daily traffic of 71,000 vehicles with a maximum of 300,000. Of this, truck transportation
is 10,000 trucks/day with a maximum exceeding 35,000.

 If only concentrate on the 10,000 trucks per day with
an average of 500 miles driven per day, then there are 5,000,000 truck-miles driven along the I-5 Corridor every day.

 According to the Environmental Defense Fund transportation
trucks emit 161.8 grams of CO2 per ton-mile.

 Given this factor, and assuming only a 75% average
load of freight trucks along the I-5 Corridor then the amount of CO2 emitted daily is over 40 million pounds! This represents over 7.3
million tons of CO2 per year - just along the Interstate I-5 Corridor!

 Specific to H2EG initial market – California
Hydrogen-Based FCEV Heavy Truck – it is expected that this market will grow exponentially based heavily on California restrictions
on diesel engine heavy trucks. California expects to have 100,000 FCEV heavy trucks by 2030. This equates to an annual market size of
over 2.2 billion kgs or 2.5 million English tons of hydrogen in California alone

 While representing only two percent of vehicles on
California roads, the hundreds of thousands of trucks that sustain the California economy generate more than three percent of its particulate
emissions, nine percent of the State's greenhouse gas emissions, and 32 percent of its nitrogen oxides.

 EV technology has been determined to be ineffective
as a power system for Heavy Transport because of:

 Long fueling times - using an AC On-board charger
(43 kW) it requires around ten hours to charge the battery from empty to full. Using a DC charger (max 250 kW) this can be reduced
to just two hours - though there are efforts
underway to reduce this to 30 minutes. Still,
when Heavy Transport makes money by time this is a significant disadvantage.

 Inaccessability – no grid connection
in rural areas

 Battery weight – typical Class 8 EV Heavy
Truck requires over 4 tons of batteries – significantly more than the current Diesel engine. This reduces carrying capacity and
increases freight costs

 Consequently, Fuel Cell Electric Vehicles ("FCEV"
or "Hydrogen Trucks") represent the one of the viable alternatives for transforming Heavy Transport to carbon-neutral/negative
status

 Business Model

 The Company currently focuses on partnerships where
the Partner provides funding and local relationships while H2EG provides an integrated suite of technologies and operational expertise.
This is conducted under a Net Income Share (i.e., royalties) entitling H2EG to a percentage of the Net Income of the operating entity.

 This current Business Model is open to evolution as
opportunities present themselves. The advantage of this model – currently – is the following:

 Allows for different type of operating models –
not constrained by a single approach – allowing growth flexibility.

 Allows headquarter personnel to deal with multiple
projects leveraging expertise bandwidth.

 OPEX at project level allows each project to be evaluated
on its own merit and reduces risk at holding level.

 Provides for high profit margins at corporate level.

 Facilitates global growth by dealing with country-specific.

 Governmental Regulation

 Our business is impacted by federal, state and local
laws and other regulations relating to the energy sector.

 In addition, our customers are impacted by laws and
regulations relating to energy sector. These regulations are subject to change, and new regulations may curtail or eliminate our customers'
activities in certain areas where we currently operate. We cannot determine the extent to which new legislation may impact our customers'
activity levels, and ultimately, the demand for our services.

 Government initiatives can stimulate demand by setting
hydrogen consumption targets in various industries or implementing hydrogen-friendly regulations (e.g., mandates for hydrogen use in specific
sectors). Mandates such as California banning diesel internal combustion engines ("ICE") after 2035 are accelerating this
demand.

 Our Company and our products are subject to various
federal, provincial, state and local laws and regulations relating to, among other things, land use, safe working conditions, handling
and disposal of hazardous and potentially hazardous substances and emissions of pollutants into the atmosphere. Emissions of SOx and NOx
from our power plants are substantially lower than conventional combustion-based generating stations and are far below existing and proposed
regulatory limits. The primary emissions from our power plants, assuming no cogeneration application, are humid flue gas that is discharged
at temperatures of 700-800 F, water that is discharged at temperatures of 10-20 F above ambient air temperatures, and CO2 in
per-kW hour amounts that are, due to the high efficiency of fuel cells, significantly less than conventional fossil fuel central generation
power plants. Depending on the jurisdiction, whether our plants require water discharge permits is dependent upon whether the discharge
is directed to a storm drain or wastewater system.

 Various states and municipalities in the U.S. have
adopted programs for which our products qualify, including programs supporting self-generation, clean air power generation, combined heat
and power applications, carbon reduction, grid resiliency/microgrids, energy storage and utility ownership of fuel cell projects.

 At the federal level, the passage of the Bipartisan
Infrastructure Bill of 2021 and the Inflation Reduction Act of 2022 are expected to have a major impact on the US hydrogen market. The
Bipartisan Infrastructure Bill allocated over $8 billion for hydrogen-related activity and research, including a hydrogen "HUBs"
initiative to be administered by the DOE. In October 2023, the Biden-Harris administration announced that seven Hydrogen Hub projects
were selected for award negotiations with the potential to receive up to an aggregate of $7 billion of funding.

 The Inflation Reduction Act, or "IRA,"
was signed into law in August 2022, marking a major investment by the U.S. federal government into a broad spectrum of renewable energy
technologies by recasting existing investment and production tax credits and creating new credits for zero-emission technology. The IRA
extended the existing Internal Revenue Code ("IRC") Section 48 investment tax credit, through 2024 and introduces new prevailing
wage conditions required to be eligible for the full credit value. We believe our Company could benefit from changes to the production
tax credit pursuant to the new investment tax credit pursuant to IRC Section 48E for zero emission energy property, which will succeed
the existing Section 48 investment tax credit, and the IRC Section 45V production tax credit for hydrogen. This new production credit
offers up to $3.00 per kilogram of hydrogen produced if the hydrogen is considered zero carbon and if the hydrogen generation project
conforms with prevailing wage and apprenticeship requirements. We expect that this incentive for zero carbon will result in increased
demand for commercial solutions to hydrogen production technology, such as our True Green Hydrogen. Based on the current guidance made
available by the IRS and U.S. Treasury Department, we believe that our Company is well positioned to take advantage of these provisions.

 Environmental Matters

 Our operations, and those of our customers, will be
subject to extensive laws, regulations and treaties relating to air and water quality, generation, storage and handling of hazardous materials,
and emission and discharge of materials into the environment. We believe we are in substantial compliance with all regulations affecting
our business. Historically, our expenditures in furtherance of our compliance with these laws, regulations and treaties have not been
material, and we do not expect the cost of compliance to be material in the future.

 Employees

 We have six full-time employees as of May 15, 2024. We believe that our relationships with our employees are satisfactory, and we enjoy low turnover. We support diversity
in our workforce and are committed to safety in the workplace and compliance with applicable regulatory and legal requirements. We utilize
the services of independent contractors to perform various daily operational and administrative duties.

 Seasonal Trends

 We have not experienced and do not expect to experience seasonal trends
in future business operations.

 Our Corporate History

 Our Company was organized under the laws of the State
of Nevada on January 7, 1982 under the name All Things Inc. On March 21, 1985, our Company's name was changed to New Environmental
Technologies Corporation. On April 28, 2003, our Company's name was changed to Victory Capital Holdings Corporation. On May 3, 2006,
our Company's name was changed to Victory Energy Corporation. On May 29, 2018, our Company's name was changed to Victory Oilfield
Tech, Inc. On January 11, 2024 our name was changed to Victory Clean Energy Inc.

 From inception until 2004, we had no material business
operations. In 2004, we began the search for the acquisition of assets, property or businesses that could benefit our Company and its
stockholders. In 2005, management determined that we should focus on projects in the oil and gas industry.

 In January 2008, we and Navitus Energy Group ("Navitus")
established Aurora Energy Partners ("Aurora"). Prior to the Divesture of Aurora described below we were the managing partner
of Aurora and held a 50% partnership interest in Aurora. All of our oil and natural gas operations were conducted through Aurora.

 On August 21, 2017, we entered into the Divestiture
Agreement with Navitus, and on September 14, 2017, we entered into Amendment No. 1 to the Divestiture Agreement. Pursuant to the Divestiture
Agreement, as amended, we agreed to divest and transfer our 50% ownership interest in Aurora to Navitus, which owned the remaining 50%
interest.

 On July 31, 2018, the Company entered into a stock
purchase agreement to purchase 100% of the issued and outstanding common stock of Pro-Tech Hardbanding Services, Inc., ("Pro-Tech"),
an Oklahoma corporation which is a hardbanding company servicing Oklahoma, Texas, Kansas, Arkansas, Louisiana, and New Mexico.

with H2 Energy Group Inc., a Delaware corporation ("H2EG") (the "Merger"). As a result of the Merger, a change
in control of Victory occurred, and H2EG became a wholly owned subsidiary of Victory.

Flagstaff International, LLC under which Flagstaff will commit to invest $4,000,000 in Victory in exchange for Victory Preferred Stock
and the transfer to Pro-Tech Holdings of all equity interests held by Victory in Pro-Tech Hardbanding Services, Inc.

 Item 1A. Risk Factors

 No disclosure required

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Cybersecurity Risk Management and Strategy

 We have developed and implemented a cybersecurity
risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

 Our cybersecurity risk management program is aligned
to the Company's business strategy. It shares common methodologies, reporting channels and governance processes that apply to the other
areas of enterprise risk, including legal, compliance, strategic, operational, and financial risk. Key elements of our cybersecurity risk
management program include:

 risk assessments designed to help identify
material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology
environment;

 a security team principally responsible
for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents;

 the use of external service providers,
where appropriate, to assess, test or otherwise assist with aspects of our security procedures;

 training and awareness programs for team
members that include periodic and ongoing assessments to drive adoption and awareness of cybersecurity processes and procedures;

 a cybersecurity incident response plan
that includes procedures for responding to cybersecurity incidents; and

 a third-party risk management process for
service providers, suppliers, and vendors.

 In the last three fiscal years, the Company has not
experienced any material cybersecurity incidents.

 Cybersecurity Governance

 The Board regularly receives reports from our executive
officers and third parties on cybersecurity matters. In addition, the Board receives reports addressing cybersecurity as part of our overall
enterprise risk management program and to the extent cybersecurity matters are addressed in regular business updates.

 Management is responsible for developing cybersecurity
programs, including as may be required by applicable law or regulation. These individuals' expertise in IT and cybersecurity generally
has been gained from a combination of education, including relevant degrees and/or certifications, and prior work experience. They are
informed by their respective cybersecurity teams and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents
as part of the cybersecurity programs described above.

 Item 2. Properties

 We do not currently
have dedicated facilities for operations. Our 14425 Falcon Head Blvd Bldg. E Ste 100 Austin TX 78738 is a shared office facility and we
utilize the personal offices of our executive team as needed. When business needs require additional office and other facilities the Company
will seek a suitable solution.

 Item 3. Legal Proceedings

 Cause No. CV-47,230; James Capital Energy, LLC
and Victory Energy Corporation v. Jim Dial, et al.; In the 142nd District Court of Midland County, Texas.

 This is a lawsuit filed on or about January 19, 2010,
by James Capital Energy, LLC and our Company against numerous parties for fraud, fraudulent inducement, negligent misrepresentation, breach
of contract, breach of fiduciary duty, trespass, conversion and a few other related causes of action. This lawsuit stems from an investment
our Company entered into for the purchase of six wells on the Adams Baggett Ranch with the right of first refusal on option acreage.

 On December 9, 2010, our Company was granted an interlocutory
Default Judgment against Defendants Jim Dial, 1st Texas Natural Gas Company, Inc., Universal Energy Resources, Inc., Grifco International,
Inc., and Precision Drilling & Exploration, Inc. The total judgment amounted to approximately $17,183,987. Final Judgment affirming
the December 9, 2010 award was entered on March 18, 2021.

 On October 20, 2011, Defendant Remuda filed a Motion
to Consolidate and a Counterclaim against our Company. The Remuda case was severed on March 18, 2021 and dismissed on August 22, 2022.

 There was no further activity related to this case
during the year ended December 31, 2023.

 Item 4. Mine Safety Disclosure

 Item 5. Market for the Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Our common stock is quoted on the OTC Pink Market
operated by OTC Markets Group under the symbol "VYEY." The following table sets forth the high and low bid information for
each quarter for the years ended December 31, 2023 and 2022. Since May 20, 2019 the high and low bid price data for our common stock are
reported by the OTC Pink Market. The information reflects prices between dealers, and does not include retail markup, markdown, or commission,
and may not represent actual transactions.

 The quotation of our common stock on such marketplace
may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress
the trading price of our common stock and could have an adverse impact on our ability to raise capital in the future.

 Bid Prices

 Fiscal Year Ended December 31,

 Period

 High

 Low

 2022

 First Quarter

 $

 0.51

 $

 0.16

 Second Quarter

 $

 0.48

 $

 0.20

 Third Quarter

 $

 0.44

 $

 0.22

 Fourth Quarter

 $

 0.44

 $

 0.17

 2023

 First Quarter

 $

 0.20

 $

 0.18

 Second Quarter

 $

 0.19

 $

 0.18

 Third Quarter

 $

 0.82

 $

 0.19

 Fourth Quarter

 $

 1.00

 $

 0.36

 Holders

 On December 31, 2023, there were approximately 1,424 holders
of record of our common stock. This number excludes the shares owned by shareholders holding shares under nominee security position listings.

 The transfer agent for our common stock is Transfer
Online, Inc., 512 SE Salmon Street, Portland, Oregon 97214.

 Dividend Policy

 We have not paid any cash dividends on our common
stock and do not expect to do so in the foreseeable future. We intend to apply our earnings, if any, in expanding our operations and related
activities. The payment of cash dividends in the future will be at the discretion of the Board of Directors and will depend upon such
factors as earnings levels, capital requirements, our financial condition and other factors deemed relevant by the Board of Directors.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 See Item 12, " Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters."

 Recent Sales of Unregistered Securities

 We have not sold any securities during the 2023 fiscal
year that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K.

 Purchases of Equity Securities

 We did not purchase any of our own common stock during
2023 or 2022.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

 INTRODUCTION

 The following Management's Discussion and Analysis
of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the Victory Oilfield
Tech, Inc. MD&A and is presented in the following seven sections:

 Cautionary Information about Forward-Looking Statements;

 Business Overview;

 Results of Operations;

 Liquidity and Capital Resources;

 Critical Accounting Policies and Estimates;

 Recently Adopted Accounting Standards; and

 Recently Issued Accounting Standards.

 MD&A is provided as a supplement to, and should
be read in conjunction with, our audited consolidated balance sheets as of December 31, 2023 and 2022 and our audited consolidated statements
of operations, stockholders' equity and cash flows for the years then ended and the related notes thereto.

 In MD&A, we use "we," "our,"
"us," "Victory" and "the Company" to refer to Victory Oilfield Tech. and its wholly owned subsidiary,
unless the context requires otherwise. Amounts and percentages in tables may not total due to rounding. This discussion contains forward-looking
statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.
We caution readers that important facts and factors described in MD&A and elsewhere in this document sometimes have affected, and
in the future could affect our actual results, and could cause our actual results during 2024 and beyond to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, us.

 As reported in the Report of Independent Registered
Public Accounting Firm on our December 31, 2023 consolidated financial statements, we have suffered recurring losses from operations which
raises substantial doubt about our ability to continue as a going concern.

 CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

 Many statements made in the following discussion and
analysis of our financial condition and results of operations and elsewhere in this Annual Report on Form 10-K that are not statements
of historical fact, including statements about our beliefs and expectations, are "forward-looking statements" within the meaning
of federal securities laws and should be evaluated as such. Forward-looking statements include information concerning possible or assumed
future results of operations, including descriptions of our business plan, strategies and capital structure. In particular, the words
"anticipate," "expect," "suggests," "plan," "believe," "intend,"
"estimates," "targets," "projects," "should," "could," "would,"
"may," "will," "forecast," variations of such words, and other similar expressions identify forward-looking
statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.
We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light
of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and
other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Annual Report on Form
10-K, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections
are subject to and involve risks, uncertainties and assumptions, including, but not limited to, the risks and uncertainties described
in Item 1A " Risk Factors " and you should not place undue reliance on these forward-looking statements or projections.
Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made,
you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results
to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking
statements and projections include:

 continued operating losses;

 adverse developments in economic conditions and, particularly, in conditions in the alternate energy industry;

 volatility in the capital, credit and commodities markets;

 our inability to successfully execute on our growth strategy;

 the competitive nature of our industry;

 price increases or business interruptions in our supply of raw materials;

 failure to develop and market new products and manage product life cycles;

 business disruptions, security threats and security breaches, including security risks to our information technology systems;

 terrorist acts, conflicts, wars, natural disasters, pandemics and other health crises that may materially adversely affect our business, financial condition and results of operations;

 failure to comply with anti-terrorism laws and regulations and applicable trade embargoes;

 risks associated with protecting data privacy;

 litigation and other commitments and contingencies;

 ability to recruit and retain the experienced and skilled personnel we need to compete;

 delays in obtaining permits by our future customers or acquisition targets for their operations;

 our ability to protect and enforce intellectual property rights;

 intellectual property infringement suits against us by third parties;

 our ability to realize the anticipated benefits of any acquisitions and divestitures;

 risk that the insurance we maintain may not fully cover all potential exposures;

 risks associated with changes in tax rates or regulations, including unexpected impacts of the new U.S. TCJA legislation, which may differ with further regulatory guidance and changes in our current interpretations and assumptions;

 risks associated with geopolitical instability, including the conflict between Russia and Ukraine, the conflicts in the Middle East, and growing tensions between U.S. and China and neighboring regions;

 our ability to obtain additional capital on commercially reasonable terms may be limited;

 any statements of belief and any statements of assumptions underlying any of the foregoing;

 other factors disclosed in this Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission;

 and other factors beyond our control.

 These cautionary statements should not be construed
by you to be exhaustive and are made only as of the date of this Annual Report on Form 10-K. Except as expressly required by the federal
securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information,
future events, changed circumstances or any other reason. Potential investors should not make an investment decision based solely on our
projections, estimates or expectations.

 BUSINESS OVERVIEW

 General

 Victory Clean Energy, Inc. is a Green Hydrogen
energy company dedicated to developing and implementing clean, sustainable low-cost energy solutions with applications across various
industries, including transportation, power generation, and industrial processes. We believe the Company's innovative TrueGreen Hydrogen
production solutions will provide clean, reliable, and cost-effective energy sources to a diverse range of clients. We believe TrueGreen
Hydrogen positions the Company as a formidable force in the low-cost Green Hydrogen sector, focusing on decarbonization in heavy
transportation and industrial Hydrogen markets. Victory Clean Energy is dedicated to shaping a sustainable and cleaner future for industries
and communities worldwide.

 Our technology offers a viable alternative to traditional
fossil fuels, with applications across various industries, including transportation, power generation, and industrial processes.

 Recent Developments

with H2 Energy Group Inc., a Delaware corporation ("H2EG") (the "Merger"). As a result of the Merger, a change
in control of Victory occurred, and H2EG became a wholly owned subsidiary of Victory.

Flagstaff International, LLC under which Flagstaff will commit to invest $4,000,000 in Victory in exchange for Victory Convertible Preferred
Stock and the transfer to Pro-Tech Holdings of all equity interests held by Victory in Pro-Tech Hardbanding Services, Inc.

 Factors Affecting our Operating Results

 The following discussion sets forth certain components
of our statements of operations as well as factors that impact those items. The discussion in this section primarily relates to the operations
of Pro-Tech Hardbanding and the included financial statements for those operations. Those operations were discontinued effective January
1, 2024 and the operations going forward will be those of our subsidiary, H2 Energy Group Inc.

 Total revenue

 Through December 31, 2023, we generated revenue from
hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars and grinding services.

 Our revenues during 2023 and 2022 generally impacted
by the following factors:

 our ability to successfully develop and launch new solutions and services

 changes in buying habits of our customers

 changes in the level of competition faced by our products

 domestic drilling activity and spending by the oil and natural gas industry in the United States

 Effective January 1, 2024, our operating subsidiary
H2 Energy Group Inc. is pre-revenue and is in the process of launching its first revenue generating projects.

 Total cost of revenue

 Through December 31, 2023, the costs associated with
generating our revenue fluctuated because of changes in sales volumes, average selling prices, product mix, and changes in the price of
raw materials and consist primarily of the following:

 hardbanding production materials purchases

 hardbanding supplies

 labor

 depreciation expense for hardbanding equipment

 field expenses

 Beginning January 1, 2024, the costs associated with
generating our revenue will be determined when our first operational hydrogen project commences.

 Selling, general and administrative expenses ("SG&A")

 Our selling, general and administrative expense consist
of all expenditures incurred in connection with the sales and marketing of our products, as well as administrative overhead costs, including:

 compensation and benefit costs for management, sales personnel and administrative staff, which includes share-based compensation expense

 legal fees, accounting fees, consulting fees and insurance expenses.

 These expenses did not, and are not expected to, materially
increase or decrease directly with changes in total revenue.

 Depreciation and amortization

 Through December 31, 2023, depreciation and amortization
expenses consist of amortization of intangible assets, depreciation of property, plant and equipment, net of depreciation of hardbanding
equipment which is reported in Total cost of revenue. Effective January 1, 2024, depreciation and amortization expenses consist of amortization
of intangible assets, and depreciation of property, plant and equipment.

 Interest expense

 Interest expense, net consists primary of interest
expense and loan fees on borrowings as well as amortization of debt issuance costs and debt discounts, as applicable, associated with
our indebtedness.

 Other (income) expense, net

 Other (income) expense, net represents costs incurred,
net of income, from various non-operating items including costs incurred in conjunction with our debt refinancing and extinguishment transactions,
interest income, gain or loss on disposal of fixed assets, as well as non-operational gains and losses unrelated to our core business.

 Income tax benefit (provision)

 We are subject to income tax in the various jurisdictions
in which we operate. While the extent of our future tax liability is uncertain, our operating results, the availability of any net operating
loss carryforwards, any future business combinations, and changes to tax laws and regulations are key factors that will determine our
future book and taxable income.

 RESULTS OF OPERATIONS

 The following discussion should be read in conjunction
with the information contained in the accompanying financial statements and related notes included elsewhere in this Annual Report on
Form 10-K. Our historical results of operations summarized and analyzed below will not reflect what will occur in the future, primarily
as a result of the Merger and the sale of Pro-Tech.

 For the Years Ended December 31,

 2023

 2022

 Change

 Percentage Change

 Total revenue

 $
 —

 —

 —

 %

 Total cost of revenue

 —

 —

 —

 %

 Gross profit

 —

 —

 —

 %

 Operating expenses

 Selling, general and administrative

 804,435

 437,773

 366,662

 %

 Total operating expenses

 804,435

 437,773

 366,662

 %

 Loss from operations

 (804,435
)

 (437,773
)

 (366,662
)

 %

 Other income (expense)

 Other income

 248,641

 120,000

 128,641

 %

 Interest expense

 (27,758
)

 (17,659
)

 (10,099
)

 %

 Total other income (expense)

 220,883

 102,341

 118,542

 %

 Loss from continuing operations

 (583,552
)

 (335,432
)

 (248,120
)

 %

 Discontinued operations

 Gain from operations of discontinued operations

 30,901

 %

 Total discontinued operations

 30,901

 %

 Loss before tax benefit (expense)

 (538,703
)

 (321,484
)

 (217,219
)

 %

 Tax expense

 —

 —

 —

 %

 Loss applicable to common stockholders

 (538,703
)

 (321,484
)

 (217,219
)

 %

 Total Revenue

 None.

 Total Cost of Revenue

 None.

 Selling, general and administrative

 Selling, general and administrative expenses increased
by $366,662 or 84%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022 as a result of accounting and
audit fees related to the audit for the year ended December 31, 2022 in addition to an increase in legal fees associated with the merger.
These increases were partially offset by decreases in insurance and consulting expenses.

 Loss from Operations

 We reported a loss from operations for the year ended
December 31, 2023 of $(804,435), which was $366,662 higher than the loss from operations of $(437,773) for the year ended December 31,
2022 due primarily to the decrease in selling, general and administrative described above.

 Other income

 Other income for the year ended December 31, 2023
was $248,641 and is primarily attributable to partial forgiveness of our PPP loan. See Note 8, Notes Payable, to the consolidated
financial statements for more information. We reported other income of $120,000 in the year ended December 31, 2022 attributable to interest
on a refund of federal payroll taxes as a result of provisions of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (2020)
and the Coronavirus Response and Consolidated Appropriations Act (2021).

 Interest expense

 Interest expense increased by $10,099, or 57%, in
the year ended December 31, 2023 as compared to the year ended December 31, 2022. The overall increase resulted from increased borrowing
on the New VPEG Note and the Arvest Loan. See Note 8, Notes Payable, to the consolidated financial statements for more information.

 Discontinued operations

 Gain from operations of discontinued operations increased
by $30,901, or 222% as compared to the year ended December 31, 2022.

 Tax benefit (expense)

 None.

 Loss Applicable to Common Stockholders

 As a result of the foregoing, loss applicable to common
stockholders for the year ended December 31, 2023 was $(538,703), or $(0.02) per share, compared to a loss applicable to common stockholders
of $(321,484), or $(0.01) per share, for the year ended December 31, 2022 on weighted average shares of 28,129,338 and 28,037,713 in each
of the respective periods.

 LIQUIDITY AND CAPITAL RESOURCES

 Going Concern

 Historically we have experienced, and we continue
to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. These
conditions raise substantial doubt about our ability to continue as a going concern within one year after the date of issuance of the
accompanying consolidated financial statements. The accompanying consolidated financial statements do not reflect any adjustments that
might result if we are unable to continue as a going concern.

 We anticipate that operating losses will continue
in the near term as we integrate the operations of H2EG. We intend to meet near-term obligations with private placement offerings

 In addition to the commitment of $4,000,000 from Flagstaff,
we will be required to obtain other liquidity resources in order to support ongoing operations. We are addressing this need by developing
additional capital sources, which we believe will enable us to execute our recapitalization and growth plan involving the use of proprietary
technology to produce low-cost Green Hydrogen from a wide variety of biomass sources.

 Based upon anticipated new sources of capital, we
believe we will have enough capital to cover expenses through at least the next twelve months. We will continue to monitor liquidity carefully.
In the event we do not have enough capital to cover expenses, we will make the necessary and appropriate reductions in spending to remain
cash flow positive. While management believes our plans, upon the closing of the Proposed Merger, help mitigate the substantial doubt
that we are a going concern, there is no guarantee that our plans will be successful or if they are, will fully alleviate the conditions
that raise substantial doubt that we are a going concern.

 Capital Resources

 During the years ended December 31, 2023, we obtained
$152,000 from VPEG through the New VPEG Note. On September 3, 2021, we and VPEG entered into an amendment to the New Debt Agreement (the
"Third Amendment"), pursuant to which the parties agreed to increase the loan amount to up to $4,000,000 to cover future working
capital needs.

 As of the date of this Annual Report on Form 10-K
and for the foreseeable future, we expect to cover operating shortfalls, if any, with new sources of funding while we enact our strategy
to produce low cost Green Hydrogen from sustainable and renewable woody biomass. As of December 31, 2023, we had raised $1,087,000 in
a convertible notes offering.

 Material
Cash Requirements

 Our material short-term cash requirements include
recurring payroll and benefits obligations for our employees, capital and operating expenditures and other working capital needs. We believe
that material cash requirements for operating expenditures in excess of cash provided by operations may range from $200,000 per month
to $300,000 per month during the twelve months following December 31, 2023.

 Convertible
Notes Payable

 In August, 2023, we authorized the issuance of a
series of 5% Convertible Promissory Notes with an aggregate principal of up to $5,000,000 (the "Convertible Notes Payable").
Between August 11, 2023 and December 19, 2023, we issued $1,087,000 of Convertible Notes Payable. Upon completion of the Merger involving
H2EG, on January 1, 2024, the outstanding principal amount (but not any accrued interest thereon) of the Convertible Notes Payable converted
to shares of our common stock. The conversion price was equal to the quotient resulting from dividing $28,333,333 by the number of outstanding
shares of our common stock issued and outstanding immediately after the consummation of the Merger. All unpaid interest and principal
is due and payable upon request of the majority holders on or after the six-month anniversary of the date of each of the Convertible
Notes Payable. Subsequent to the period ended December 31, 2023, the company issued an additional $145,000 of Convertible Notes Payable.

 The Company elected to account for the Convertible
Notes Payable at fair value with any changes in fair value being recognized through the consolidated statements of operations until the
convertible notes are settled. The estimated fair value of the Convertible Notes Payable is measured according to significant observable
inputs (Level 3) including common share class volatility, applied discount rate, and probability weighting assigned to automatic and optional
conversion scenarios.

 Off-Balance Sheet Arrangements

 We have no off-balance sheet arrangements that have
or are reasonably likely to have a current of future effect on our financial condition.

 Cash Flow

 The following table provides detailed information
about our net cash flows for the years ended December 31, 2023 and 2022:

 Years
 Ended December 31,

 2023

 2022

 Cash flows from continuing operations

 Net change in operating activities from continuing operations

 $
 (199,374
)

 $
 (294,709
)

 Net change in investing activities from continuing operations

 (983,000
)

 —

 Net change financing activities from continuing operations

 1,164,691

 167,200

 Net change in cash and cash equivalents from continuing operations

 (17,683
)

 (127,509
)

 Cash flows from discontinuing operations

 Net change in operating activities from discontinuing operations

 51,451

 172,426

 Net change in investing activities from discontinuing operations

 —

 (70,992
)

 Net change financing activities from discontinuing operations

 22,538

 23,359

 Net change in cash and cash equivalents from discontinuing operations

 73,989

 124,793

 Net change in cash and cash equivalents

 56,306

 (2,716
)

 Cash and cash equivalents at beginning of period

 12,871

 Net change in cash and cash equivalents from continuing operations

 $
 66,461

 $

 Net change in operating activities from continuing
operations for the year ended December 31, 2023 was $(199,374). Net loss adjusted for non-cash items (depreciation and amortization) used
cash of $349,623. Changes in operating assets and liabilities provided cash of $149,547. Cash was provided by increases in accounts payable
and accrued and other short-term liabilities, and decreases in inventory. These changes were partially offset by cash used by an increase
in accounts receivable.

 This compares to net change in operating activities
from continuing operations for the year ended December 31, 2022 of $(294,709). Net loss adjusted for non-cash items (depreciation and
amortization) used cash of $157,433. Changes in operating assets and liabilities provided cash of $58,594. The most significant uses of
cash were increases in prepaid and other current assets and inventory due to purchases, as well as an increase in accounts receivable.
These changes were offset by cash provided by increases in accrued and other short-term liabilities and accounts payable.

 Net change in investing activities from continuing
operations for the year ended December 31, 2023 was $(983,000) as a result of investment in notes receivable. This compares to $0 of net
change in investing activities from continuing operations for the year ended December 31, 2022.

 Net change in financing activities from continuing
operations for the year ended December 31, 2023 was $1,164,691 and resulted from debt financing proceeds from convertible promissory notes
payable of $1,087,000, proceeds from the New VPEG Note of $137,500, proceeds from the Arvest Loan credit line of $20,000, net of payments
on advance from shareholder of $52,100 and vehicle loan repayments of $5864. This compares to $167,200 in Net change in financing activities
from continuing operations during the year ended December 31, 2022 resulting from debt financing proceeds from affiliates and a new vehicle
loan, net of vehicle loan repayments. See Note 7, Convertible Notes Payable, Note 8, Notes Payable, and Note 13, Related
Party Transactions, to the consolidated financial statements, for more information regarding our financing activities.

 CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 The preparation of financial statements in conformity
with U.S. generally accepted accounting principles, or GAAP, requires our management to make assumptions, estimates and judgments that
affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified
certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important
for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important
to the portrayal of our financial condition and results of operations and require management's difficult, subjective, or complex
judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in
subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and
because of the possibility that future events affecting the estimate may differ significantly from management's current judgments.
We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of
our financial statements.

 While there are a number of accounting policies, methods
and estimates affecting our consolidated financial statements, areas that are particularly significant include:

 Goodwill and other intangible assets

 Revenue recognition

 In addition, please refer to Note 1, Organization
and Summary of Significant Accounting Policies, to the consolidated financial statements for further discussion of our significant
accounting policies.

 Cash and Cash Equivalents:

 We consider all liquid investments with original maturities
of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. We had no cash equivalents
at December 31, 2023 and 2022.

 Property, plant and equipment

 Property, plant and equipment is stated at cost. Maintenance
and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets
are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the
consolidated balance sheets and any gain or loss is included in Other income/(expense) in the consolidated statement of operations.

 Depreciation is computed using the straight-line method
over the estimated useful lives of the related assets, as follows:

 Asset category

 Useful Life

 Welding equipment, Trucks, Machinery and equipment

 5 years

 Office equipment

 5 - 7 years

 Computer hardware and software

 7 years

 See Note 4, Property, plant and equipment,
to the consolidated financial statements for further information.

 Other Property and Equipment:

 Our office equipment in Austin, Texas is being depreciated
on the straight-line method over the estimated useful life of three to seven years.

 Fair Value:

 Financial Accounting Standard Board, or FASB, Accounting
Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures, established a hierarchical disclosure framework
associated with the level of pricing observability utilized in measuring fair value. This framework defined three levels of inputs to
the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level
input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by FASB ASC Topic 820
hierarchy are as follows:

 Level 1 - quoted prices (unadjusted) in active markets
for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

 Leve1 2 - inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified
(contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and

 Leve1 3 - unobservable inputs for the asset or liability.
These unobservable inputs reflect the entity's own assumptions about the assumptions that market participants would use in pricing
the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting
entity's own data).

 Receivables are carried at amounts that approximate
fair value. Receivables are recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful accounts reflects
the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience current
conditions and reasonable forecasts of future economic conditions. Accounts receivable are written down or off when a portion or all of
such account receivable is determined to be uncollectible.

 Inventories are valued at the lower of cost or net
realizable value with cost being determined on the weighted average cost method. Elements of cost in inventories include raw materials
and direct labor.

 Supplies are valued at the lower of cost or net realizable
value; cost is generally determined by the first-in first-out cost method. Inventories deemed to have costs greater than their respective
market values are reduced to net realizable value with a loss recorded in income in the period recognized.

 At December 31, 2023 and 2022, the carrying value
of our financial instruments such as accounts receivable and payables approximated their fair values based on the short-term nature of
these instruments. The carrying value of short-term notes and advances approximated their fair values because the underlying interest
rates approximated market rates at the balance sheet dates.

 Concentration of Credit Risk, Accounts Receivable
and Allowance for Doubtful Accounts

 Financial instruments that potentially subject us
to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts
receivable due from Pro-Tech's customers. Management evaluates the collectability of accounts receivable based on a combination
of factors. If management becomes aware of a customer's inability to meet its financial obligations after a sale has occurred, we
record an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts
receivable are written off at the point they are considered uncollectible. An allowance of $0 has been recorded at each of December 31,
2023 and 2022, respectively. We suffered no losses from uncollected accounts receivable in 2023 or 2022. Additional allowances may be
required in the future.

 As of December 31, 2023 and 2022, two and three
customers comprised 70% and 78.2% of our gross accounts receivables, respectively. For the years ended December 31, 2023 and 2022, four
and three customers comprised 70% and 52.7%, respectively, of our total revenues.

 Inventory

 Our inventory balances are stated at the lower of
cost or net realizable value on a first-in, first-out basis. Inventory consists of products purchased by Pro-Tech for use in the
process of providing hardbanding services. No impairment losses on inventory were recorded for the years ended December 31, 2023 or 2022.

 Revenue Recognition

 We recognize revenue as it satisfies contractual performance
obligations by transferring promised goods or services to the customers. The amount of revenue recognized reflects the consideration we
expect to be entitled to in exchange for those promised goods or services. A good or service is transferred to a customer when, or as,
the customer obtains control of that good or service.

 We have one revenue stream, which relates to the provision
of hardbanding services by its subsidiary Pro-Tech. All performance obligations of our contracts with customers are satisfied over the
duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service
period. We have reviewed our contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several
days of service at the customer's location, it is only those contracts that occur near the end of a financial reporting period that
will potentially require allocation to ensure revenue is recognized in the proper period. We have reviewed all such transactions and recorded
revenue accordingly.

 For the years ended December 31, 2023 and 2022, all
of our revenue was recognized from contracts with oilfield operators, and we did not recognize impairment losses on any receivables or
contract assets.

 Because our contracts have an expected duration of
one year or less, we have elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance
obligations.

 Business Combinations

 Business combinations are accounted for using the
acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective
fair values as of the acquisition date in the Company's consolidated financial statements. The excess of the fair value of consideration
transferred over the fair value of the net assets acquired is recorded as goodwill.

 Share-Based Compensation

 From time to time we may issue stock options, warrants
and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third
parties. In all cases, we calculate share-based compensation using the Black-Scholes option pricing model and expenses awards based on
fair value at the grant date on a straight-line basis over the requisite service period, which in the case of third party suppliers is
the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates
is typically the vesting period. Share-based compensation is included in general and administrative expenses in the consolidated statements
of operations. See Note 10, Warrants for Stock, and Note 11, Stock Options to the consolidated financial statements, for
further information.

 Income Taxes:

 We account for income taxes in accordance with FASB
ASC 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred
income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes
and such amounts as measured by tax laws and regulations. Deferred tax assets include tax loss and credit carry forwards and are reduced
by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets
will not be realized.

 Earnings per Share:

 Basic earnings per share are computed using the weighted
average number of common shares outstanding at December 31, 2023 and 2022, respectively. The weighted average number of common shares
outstanding was 28,129,338 and 28,037,713 at December 31, 2023 and 2022, respectively. Diluted earnings per share reflect the potential
dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the exercise prices of these
instruments outstanding, all potentially dilutive common stock equivalents are considered anti-dilutive.

 The following table outlines outstanding common stock
shares and common stock equivalents:

 Years
 Ended

 2023

 2022

 Common Stock Shares Outstanding

 28,591,593

 Common Stock Equivalents Outstanding

 Stock Options

 Total Common Stock Equivalents Outstanding

 211,477

 2,468,480

 In May 2021, the FASB issued ASU 2021-04, Earnings
Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and
Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications
or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU 2021-04"). ASU 2021-04 provides guidance as to how
an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call
option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument.
An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged
warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises
four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt
modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities
for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance
provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. We adopted ASU 2021-04 effective
January 1, 2022. The adoption of ASU 2021-04 did not have any impact on our consolidated financial statement presentation or disclosures.

 RECENTLY ADOPTED ACCOUNTING STANDARDS

 From time to time, new accounting pronouncements are
issued by the FASB that are adopted by us as of the specified effective date. If not discussed, management believes that the impact of
recently issued standards, which are not yet effective, will not have a material impact on our financial statements upon adoption.

 In June 2016, the FASB issued ASU No. 2016-13, "Financial
Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", and has since issued various
amendments including ASU No. 2018-19, ASU No. 2019-04, and ASU No. 2019-05. The guidance and related amendments modify the accounting
for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss
method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance
to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the
financial asset. We adopted ASU 2016-13 effective January 1, 2023. The adoption of ASU 2016-13 had no material impact on our consolidated
financial statements.

 In September 2022, the Financial Accounting Standards
Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, "Liabilities – Supplier Finance Programs."
The ASU codifies disclosure requirements for supplier financing programs. The new standard is effective for fiscal years beginning after
December 15, 2022, and interim periods within those fiscal years. We adopted ASU 2016-13 effective January 1, 2023. The adoption of ASU
2016-13 had no material impact on its consolidated financial statements.

 RECENTLY ISSUED ACCOUNTING STANDARDS

 We believe that other recent accounting pronouncements
issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities
and Exchange Commission do not have a material impact on our present or near future financial statements.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk

 Item 8. Financial Statements and Supplementary
Data

 The information required by this Item 8 is incorporated
by reference to the Financial Statements beginning at page F-1 of this Annual Report on Form 10-K.

 Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 We maintain disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed
to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated
to our management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure.

 As required by Rule 13a-15(e) of the Exchange Act,
our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and principal
financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2023.
Based upon, and as of the date of this evaluation, our chief executive officer and principal financial officer determined that, because
of the material weaknesses described below, our disclosure controls and procedures were not effective.

 Management's Annual Report on Internal Control
over Financial Reporting

 Our management is responsible for establishing and
maintaining adequate internal control over financial reporting for our Company. Internal control over financial reporting refers to the
process designed by, or under the supervision of, our principal executive officer and principal financial and accounting officer, and
effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures
that:

 (1)

 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 (2)

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

 (3)

 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 Our management evaluated the effectiveness of our
internal control over financial reporting as of December 31, 2023. In making this evaluation, management used the framework established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The
COSO framework summarizes each of the components of a company's internal control system, including (i) the control environment,
(ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on our evaluation, we determined
that, as of December 31, 2023, our internal control over financial reporting was not effective
due to the following material weaknesses.

 We lack sufficient segregation of duties within accounting
functions, which is a basic internal control. In addition, we currently do not have any full-time accounting personnel. Due to our size
and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. Management evaluated
the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded
that the control deficiency represents a material weakness.

 To cure the foregoing material weakness, the initiation
of transactions, the custody of assets and the recording of transactions are performed by separate individuals to the extent possible.
In addition, we will look to hire additional personnel with technical accounting expertise. As necessary, we will continue to engage consultants
or outside accounting firms in order to ensure proper accounting for our consolidated financial statements.

 We lack sufficient
training and oversight with respect to potential cyber security risks, which is an important element of an effective control environment. We
are not aware of any breaches of our information systems, nor any theft, loss, or unwanted exposure of data contained within our information
systems; however, due to the risk that a material misstatement of our annual or interim financial statements may not be prevented or detected
on a timely basis as a result of this control deficiency, our management has concluded that the control deficiency represents a material
weakness.

 To remediate the foregoing material weakness, we intend
to implement additional preventive and detective controls, including establishment of new procedures for oversight over cyber security
by our Board of Directors, employee cyber security training, and implementation of new risk assessment and incident response protocols.

 We intend to
complete the remediation of the material weaknesses discussed above as soon as practicable but we can give no assurance that we will be
able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires
us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources
to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken
and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in our disclosure controls
and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable.
We are committed to taking appropriate steps for remediation, as needed.

 All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

 Changes in Internal Control Over Financial Reporting

 We regularly review our system of internal control
over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that
we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems,
consolidating activities, and migrating processes.

 Except for the identified material weaknesses, there
was no change in our internal control over financial reporting during the fourth quarter of fiscal year 2023 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B.
Other Information

 Insider
Trading Arrangements and Policies

 During
the quarter ended December 31, 2024, no director or officer of the Company adopted
or terminated
a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in
Item 408(a) of Regulation S-K.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate
Governance

 Directors and Officers Prior to January 1, 2024

 Set forth below is biographical information
for each of our directors and executive officers prior to the closing of the Merger on January 1, 2024.

 NAME

 AGE

 POSITION

 Kevin DeLeon

 Chief Executive Officer, President, Principal Financial and Accounting Officer and Director

 Ronald W. Zamber

 Chairman of the Board of Directors

 Robert Grenley

 Director

 Ricardo A. Salas

 Director

 Kevin DeLeon.
Mr. DeLeon has served as a member of our Board of Directors since August 21, 2017. He has served as a General Partner and Director of
Corporate Strategy for Visionary Private Equity Group I, LP, a private equity firm that invests in early stage, high growth companies,
since 2015. Mr. DeLeon has spent more than twenty-five years in global finance, both on the buy and sell side, in New York, London, and
Tokyo. For the past decade, his focus has been in natural resources, most recently as Senior Advisor to our Company since February, 2015.
Prior to joining our Company, he served in the same capacity at Miller Energy, a NYSE-listed Alaska focused oil and gas exploration and
production company, from June 2013 to February 2015. At Miller, Mr. DeLeon was responsible for overseeing corporate strategy, with particular
focus on financing the company's drilling program and acquisitions, as well as investor relations and corporate governance. Prior
to Miller, Mr. DeLeon spent approximately six years spearheading the U.S. operations for a boutique U.K. investment bank, with a strong
focus in E&P and metals & mining. Early in his career, he worked for Yamaichi, one of the Big Four Japanese securities houses,
where he received the Chairman's award for his consistent revenue contributions. Mr. DeLeon was also a founding partner of Bracken
Partners, a London-based corporate finance advisory and fund management firm with particular focus on the U.K. private equity markets.
He has served as both a senior executive and non-executive director of numerous public and private U.K. and U.S. companies. Mr. DeLeon
is a 1990 graduate of Yale University, with a B.A in Economics. Mr. DeLeon was selected to serve on our Board of Directors due to his
extensive global finance experience.

 Ronald W. Zamber,
M.D. Dr. Zamber has served as a member of our Board of Directors since January 24, 2009. Dr. Zamber is founder, Managing Director
and Chairman of Visionary Private Equity Group I, LP since 2010, and a Managing Director of Navitus since 2011, Navitus Partners since
2011 and James Capital Energy since 2007. He brings more than 20 years of experience in corporate management and business development
extending across the public, private and non-profit arenas. Dr. Zamber has helped build profitable companies in healthcare, private and
public petroleum E&P, consumer products and Internet technology industries. Dr. Zamber is a Board-Certified Ophthalmologist and founder
of International Vision Quest, a non-profit organization that performs humanitarian medical and surgical missions, builds water treatment
facilities and supports food delivery programs to impoverished communities around the world. He has served as an examiner with the American
Board of Ophthalmologists and Secretariat for State Affairs with the American Academy of Ophthalmology. Dr. Zamber is the 2009 recipient
of Notre Dame's prestigious Harvey Foster Humanitarian Award. He now serves on the advisory board of Feed My Starving Children,
one of the highest rated and fastest growing charities in the country. Dr. Zamber received his Bachelor's degree with high honors
from the University of Notre Dame and his medical degree with honors from the University of Washington. Dr. Zamber was selected to serve
on our Board of Directors due to his over 20 years of experience in corporate management and business development extending across the
public, private and non-profit arenas.

 Robert Grenley.
Mr. Grenley has served as a member of our Board of Directors since June 1, 2010. Mr. Grenley has over 25 years of experience in financial
management, business development and entrepreneurial experience. This financial experience includes 12 years managing early-stage organizations
with equity capital. Mr. Grenley's broader financial management experience includes over 10 years of direct portfolio management
and investment expertise including common and preferred stock, stock options, corporate and municipal bonds as well as syndicated investments
and private placements. Recently, Mr. Grenley has been associated with the Visionary Private Equity Group I, LP since 2012, and is currently
its Director of Capital Development, as well as the Chief Financial Officer of the Visionary Media Group, a wholly owned subsidiary. Mr.
Grenley served as the Chief Financial Officer of POP Gourmet, a fast-growing Seattle-based snack food company, since early 2013, where
he was responsible for the creation, production, and execution of POP Gourmet's first equity financing ($2.5 million in 2013), its
second equity financing ($8.5 million in 2015), and its first credit facility ($2 million in 2015). As the company has matured, it has
been able to attract a consumer product group specialist as Chief Financial Officer, and Mr. Grenley currently retains the Director, Corporate
Finance title, focusing on credit facilities, investor relations, and other related matters. Mr. Grenley holds a BA in Economics from
Duke University. Mr. Grenley was selected to serve on our Board of Directors due to his over 25 years of experience in financial management,
business development and entrepreneurial experience.

 Ricardo A. Salas.
Mr. Salas has served as a member of our Board of Directors since August 21, 2017. Between 2008 and 2015, Mr. Salas served as Executive
Vice President and a Director of Liquidmetal Technologies, Inc., a pioneer in developing and commercializing a family of amorphous metal
alloys. In 2001, he founded and became CEO of iLIANT Corporation, a health care information technology and outsourcing service provider.
Following iLIANT's merger with MED3000 Group, Inc., he continued to serve as a Director of MED3000 Group, Inc. and on its Special
Committee leading up to its sale to McKesson Corporation in December of 2012. He served as a Director of Advantum Health, a private equity
backed healthcare IT enabled services company from 2017 to 2023. Mr. Salas received an Economics degree from Harvard College in 1986.
Mr. Salas was selected to serve on our Board of Directors due to his extensive management experience.

 Effective January 1, 2024,
Ronald W. Zamber, Robert Grenley and Ricardo A. Salas resigned from the Board in connection with the closing of the Merger.

 Directors and Officers as of January
1, 2024

 One of our directors prior
to January 1, 2024, Kevin DeLeon, continued to serve on our Board following the closing of the Merger; however, effective January 1, 2024
and in connection with the closing of the Merger, Mr. DeLeon resigned as our Chief Executive Officer, President, and Principal Financial
and Accounting Officer. Christopher Headrick, James McGinley, Neil Goulden have been appointed to our Board effective January 1, 2024
in connection with the closing of the Merger.

 Set forth below is biographical information
for each of our directors and executive officers.

 NAME

 AGE

 POSITION

 Christopher Headrick

 Executive Chairman

 Chief Executive Officer, President, and Director

 Neil Goulden

 Chief Administrative Officer, Treasurer, Secretary, and Director

 Paul Powers

 Chief Development Officer

 Don Turner

 Chief Operating Officer

 Kevin DeLeon

 Director

 The biographical information for Kevin DeLeon
are set forth above under "—Directors and Officers Prior to January 1, 2024."

 Christopher Headrick. Executive
Chairman.

 The early years of Chris' career were
devoted to developing corporate interpersonal skills with Pepsico, Morco and General Mills. In 1989 Chris began the development of real
estate and energy lease consolidations in the coal, oil, and gas industries. In 2009, Chris became the first outside investor in a truly
transformative energy technology that can change the way we power our world: zero emission, sustainable, and renewable Hydrogen derived
from biomass. Chris founded H2 Energy Group Inc. in 2015.

 James McGinley. Chief Executive
Officer, President, and Director.

 James is an exceptional technology business
builder and strategist with strong commitment to renewable energy and green hydrogen. James has over 25 years' experience in technology
ventures, specifically renewable energy, fiber optics, electronic components, and advanced materials. James is a named inventor on 27
patents and previously led a $200 million initial public offering as Chief Executive Officer of Stratos Lightwave, Inc. James joined H2
Energy Group in February 2019. From March 2018 to July 2020, James was employed at Marketshare IQ.

 Neil Goulden. Chief Administrative
Officer, Treasurer, Secretary, and Director.

 Neil has 35 years' experience as a lawyer,
banker, C-Level executive, and entrepreneur. He has structured, restructured, and managed dozens of businesses in many industries, including
green energy and environmental services. Neil founded and is the Senior Managing Director of Structuring and Restructuring Advisory Partners.
In May 2018, Neil co-founded both Water Integrated Treatment Systems Holdings, LLC and Greenline Environmental Solutions, LLC. Neil joined
H2 Energy Group in January 2020.

 Paul Powers. Chief Administrative
Officer, Treasurer, Secretary, and Director.

 Paul spent his entire career—over 37
years—in the financial industry, including advisory roles in company restructuring and strategic planning. Paul founded and has
been working as the principal at P. Powers Consulting, LLC, which focuses on providing guidance for strategic initiatives, investments,
and insurance for domestic and international clients since March 2015. An experienced entrepreneur and negotiator, Paul has worked as
the Chief Development Officer in the renewable sector since May 2015 at H2 Energy Group Inc.

 Don Turner. Chief Operating Officer.

 Don is an innovative executive with a track
record of success in engineering and technology-intensive marketplaces. From Group President of a leading-edge public telecom to CEO of
multiple privately held companies in artificial intelligence, voice recognition, and high-end engineering animation, he is known for bringing
clarity to complex problems. Known as a top strategist, he architected and led a billion-dollar initial public offering and his VOGI
methodology is used internationally. Don joined H2 Energy Group as the Chief Operating Officer and Managing Member in January 2021. Prior
to that, Don was employed at TurnerWord LLC from June 2008 to January 2021.

 Family Relationships

 There are no family relationships among any
of our officers or directors before or after the closing of the Merger.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge,
none of our directors or executive officers before or after the Closing has, during the past ten years:

 been convicted in a criminal proceeding or
been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 had any bankruptcy petition filed by or against
the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or
executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 been subject to any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or
temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities,
investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 been found by a court of competent jurisdiction
in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal
or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 been the subject of, or a party to, any federal
or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including
any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or
commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited
to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist
order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
entity; or

 been the subject of, or a party to, any sanction
or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the
Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),
or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member.

 Corporate Governance

 Governance Structure

 We chose
to appoint a separate chairman of our Board of Directors who is not our Chief Executive Officer. Our Board of Directors has made this
decision based on their belief that an independent Chairman of the Board can act as a balance to the Chief Executive Officer, who also
serves as a non-independent director.

 The Board's Role in Risk Oversight

 Our Board of Directors administers its risk
oversight function as a whole by making risk oversight a matter of collective consideration.

 Director Independence

 In considering and making decisions as to the
independence of each of the directors of the Company, the Board considered transactions and relationships between the Company (and its
subsidiaries) and each director (and each member of such director's immediate family and any entity with which the director or family
member has an affiliation such that the director or family member may have a material indirect interest in a transaction or relationship
with such entity).

 As of May 15, 2024, none of the members
of our Board are "independent."

 Audit Committee

 We currently
do not have a separate Audit committee or committee performing similar functions. Our entire Board of Directors undertakes the functions
that would previously undertaken by the nominating committee.

 Effective January 1, 2024, Ronald W. Zamber, Robert Grenley, and
Ricardo A. Salas resigned from the Board and ceased to serve as members of the Audit Committee. Since, at such time, no other directors
are independent, we are not able to appoint any members to our Audit Committee and such committee will not function until we are again
able to satisfy the independence requirements of Audit Committee charter. Since January 1, 2024, we have not had a functioning Audit
Committee and our entire Board of Directors has undertaken the functions that would otherwise be undertaken by the Audit Committee.

 The Board determined that each member of the
Audit Committee satisfies the independence and other composition requirements of the SEC prior to January 1, 2024. Due to changes to our
Board composition that took place on January 1, 2024 but subject to the requirements of Rule 14f-1 of the Exchange Act, we have not had
an independent director who also meets the qualifications for "audit committee financial expert" as defined under Item 407(d)(5)
of Regulation S-K. Furthermore, since none of our directors are independent from January 1, 2024, we will not satisfy our audit
committee independence requirements. Accordingly, from and after January 1, 2024 until we are able to appoint independent directors, we
have not had a functioning Audit Committee.

 Compensation Committee

 We currently
do not have a separate Compensation committee or committee performing similar functions. Our entire Board of Directors undertakes the
functions that were previously undertaken by a nominating committee.

 Effective January 1, 2024, Ronald W. Zamber,
Robert Grenley, and Ricardo A. Salas resigned from the Board and ceased to serve as members of the Compensation Committee. Since, at this
time, no other directors are independent, we will not be able to appoint any members to our Compensation Committee and such committee
will not function until we are again able to satisfy the independence requirements of our Compensation Committee. Since January 1, 2024,
we have not had a functioning Compensation Committee and our entire Board of Directors has undertaken the functions that would otherwise
be undertaken by the Compensation Committee.

 Director Nominations

 We currently
do not have a separate nominating committee or committee performing similar functions. Our entire Board of Directors undertakes the functions
that were previously undertaken by a nominating committee.

 Our Board utilizes a variety of methods for identifying
and evaluating nominees for our directors. Our Board regularly assesses the appropriate size of our Board and whether any vacancies on
the Board are expected due to retirement or other circumstances.

 When considering potential director nominees, the
Board considers the candidate's character, judgment, diversity, age, skills, including financial literacy and experience in the
context of the needs of our Company and of our existing directors. The Board also seeks director nominees who are from diverse backgrounds
and who possess a range of experiences as well as a reputation for integrity. The Board considers all of these factors to ensure that
our Board as a whole possesses a broad range of skills, knowledge and experience useful to the effective oversight and leadership of our
Company.

 Our Board does not have a specific policy with regard
to the consideration of candidates recommended by stockholders, however any nominees proposed by our stockholders will be considered on
the same basis as nominees proposed by the Board. If a stockholder wants to submit a candidate for consideration to the Board, the stockholder
may submit a proposal to our Director, Kevin DeLeon, with the stockholder communication procedures set forth below.

 Stockholder Communications with the Board of Directors

 Our Board of Directors has established a process for
stockholders to communicate with the Board of Directors or with individual directors. Stockholders who wish to communicate with our Board
of Directors or with individual directors should direct written correspondence to James McGinley, at j.mcginley@h2eg.com or to the following
address (our principal executive offices): Board of Directors, c/o Chief Executive Officer, 14425 Falcon Head Blvd. Bldg. E #100, Austin,
Texas 78738.

 Code of Ethics

 We have adopted a code of ethics that applies to all
of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting
officer. Such code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws,
regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations of the code.

 We are required to disclose any amendment to, or waiver
from, a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting
officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this disclosure,
as permitted by applicable SEC rules. Any such disclosure will be posted to our website within four business days following the date of
any such amendment to, or waiver from, a provision of our code of ethics.

 Delinquent Section 16(a) Reports

 None.

 Item 11. Executive Compensation

 Summary Compensation Table - Fiscal Years Ended
December 31, 2023 and 2022

 The following table sets forth information concerning
all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the
noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.

 Name and Principal
 Position

 Year

 Salary
 ($)

 Option
 Awards ($)(1)

 Total
 ($)

 Kevin DeLeon, Chief Executive Officer (2)

 2023

 95,000

 —

 95,000

 2022

 120,000

 —

 120,000

 (1)

 These amounts shown represent the aggregate grant date fair value for options granted to the named executive officers computed in accordance with FASB ASC Topic 718.

 (2)

 On October 25, 2019 we
 entered into an employment agreement with Mr. Kevin DeLeon having a term of one year. Pursuant to the employment agreement, we agreed
 to pay Mr. DeLeon a salary of $120,000 per year, effective November 1, 2019. In addition, in consideration for past services, we
 issued Mr. DeLeon a three year warrant to purchase 100,000 shares of the Company's stock at $0.80 per share. Mr. DeLeon
 will also be eligible to participate in the standard benefits plans offered to similarly situated employees by us from time to time,
 subject to plan terms and our generally applicable policies. On October 26, 2020, the term of the employment agreement was extended
 to October 31, 2021, with all other terms in the employment agreement remaining in effect. Mr. DeLeon and the Company agreed to continue
 Mr. DeLeon's employment beyond the extended October 31, 2021 termination of the employment agreement, on the same terms as
 set forth in the employment agreement, terminable at the option of either party. On December 31, 2023, Mr. DeLeon's employment
 agreement terminated with his resignation pursuant to the merger and he entered into a consulting agreement at a rate of $15,000
 per month.

 Director Compensation

 No member of our Board of Directors received any compensation
for services as a director during the fiscal year ended December 31, 2023.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

 The following table sets forth information regarding beneficial ownership
of our voting stock as of May 15, 2024 by (i) each of our directors and executive officers;
(ii) all of our directors and executive officers as a group; and (iii) each person who is known by us that is expected to beneficially
own more than 5% of our voting stock. Unless otherwise specified, the address of each of the persons set forth below is in care of our
Company, 14425 Falcon Head Blvd Bldg. E Ste. 100, Austin, Texas 78738.

 Name of Beneficial
 Owner

 of Beneficial
 Ownership (1)

 Percent of

 Common and Voting
 Stock (2)

 Christopher Headrick (3)

 119,726,100

 42.84
 %

 James McGinley (4)

 38,345,400

 13.72
 %

 Neil Goulden (5)

 44,668,260

 15.98
 %

 Paul Powers (6)

 34,593,480

 12.37
 %

 Ricardo A. Salas (7)

 20,000,000

 7.15
 %

 Kevin DeLeon (8)

 %

 Don Turner

 %

 Ronald Zamber (9)

 15,127,535

 5.41
 %

 All directors and officers as a group

 237,333,240

 84.49
 %

 Less than 1%

 (1)

 Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.

 (2) Based on 279,457,627
 shares of our common stock outstanding, excluding:

 •
 8,333 shares of Series D Preferred Stock which will be converted to a prefunded warrant to purchase
 a total of 3,961,539 shares of Victory's common stock with an exercise price of $0.000001 per common stock, but the prefunded
 warrants will not be exercisable unless and until the stockholders of the Surviving Company approve an amendment to the Surviving
 Company's articles of incorporation that increases the Surviving Company's authorized common stock to an amount that is
 sufficient to allow for all required common stock issuances pursuant to the Merger Agreement and related transactions.

 •
 570,000,000 shares of our common stock reserved under our 2017 Equity Incentive Plan and up to 15%
 of the outstanding shares of our common stock issuable under our 2014 Long Term Incentive Plan.

 •
 Prefunded warrants convertible to 41,994,228 shares of common stock with an exercise price of
 $0.000001 that we expect to issue to the VPEG Note holder $0.000001, but the prefunded warrants will not be exercisable unless and
 until the stockholders of the Surviving Company approve an amendment to the Surviving Company's articles of incorporation that
 increases the Surviving Company's authorized common stock to an amount that is sufficient to allow for all required common
 stock issuances pursuant to the Merger Agreement and related transactions. 157,335,526 shares of common stock that we expect to
 issue to the H2EG Shareholders after the Share Authorization Increase.

 •
 20,542,373 shares of our common stock expected to be issued pursuant to the Common Financing.

 •
 67,796 shares of newly authorized and issued preferred stock which are convertible to 67,796,610
 shares of our common stock expected to be issued pursuant to the Preferred Financing. The 67,796 shares of preferred stock will not
 be exercisable unless and until the stockholders of the Surviving Company approve an amendment to the Surviving Company's
 articles of incorporation that increases the Surviving Company's authorized common stock to an amount that is sufficient to
 allow for all required common stock issuances pursuant to the Merger Agreement and related transactions.

 •
 Warrants to purchase a total number of 8,059,809 shares of the Company's common stock as
 allocated below:

 •
 Ronald Zamber's prefunded warrant to purchase 2,882,294 shares of our common stock with an

 •
 Kevin Deleon's prefunded warrant to purchase 1,650,000 shares of our common stock with an

 •
 Robert Grenley's prefunded warrant to purchase 250,000 shares of our common stock with an

 •
 Ricardo A. Salas' prefunded warrant to purchase 250,000 shares of our common stock with an

 •
 Shawn Grucella's prefunded warrant to purchase 100,000 shares of our common stock with an

 •
 GaryLovett's prefunded warrant to purchase 100,000 shares of our common stock with an exercise
price of $0.000001 per share

 •
 Warrants to purchase 2,827,515 shares of our common stock to be issued to the holders of certain
 warrants to purchase the Company's common stock that were previously issued and have since expired, in exchange for a release
 by such holders of any and all claims against the Company.

 (3)

 Christopher
 Headrick is entitled to receive a total of 206,353,948 shares of our common stock pursuant to the Merger Agreement. Due to the Authorization
 Limit, Christopher Headrick will receive 119,726,100 shares of our common stock immediately after closing of the Merger and an additional
 86,627,848 shares of our common stock after the post-closing Share Authorization Increase.

 (4)

 is entitled to receive a total of 66,090,223 shares of our common stock pursuant to the Merger Agreement. Due to the Authorization
 Limit, James McGinley will receive 38,345,400 shares of our common stock immediately after closing of the Merger and an additional
 27,744,823 shares of our common stock after the post-closing Share Authorization Increase.

 (5)

 Neil Goulden
 is entitled to receive a total of 76,987,990 shares of our common stock pursuant to the Merger Agreement, including 36,790,834 shares
 of our common stock owned by Simonellie LLC, in which Neil Goulden is the beneficial owner. Due to the Authorization Limit, Neil
 Goulden will receive 44,668,260 shares of our common stock immediately after closing of the Merger and an additional 32,319,730 shares
 of our common stock after the post-closing Share Authorization Increase.

 (6)

 Paul Powers
 is entitled to receive a total of 59,623,600 shares of our common stock pursuant to the Merger Agreement including 1,616,655 shares
 of our common stock owned by Amie L Lyson Irrevocable Gift Trust, in which Paul Powers is the beneficial owner. Due to the Authorization
 Limit, Paul Powers will receive 34,593,480 shares of our common stock immediately after closing of the Merger and an additional 25,030,120
 shares of our common stock after the post-closing Share Authorization Increase.

 (7)

 Represents
 20,000,000 shares of our common stock issued to Armacor Victory Ventures, LLC, pursuant to the Supplementary Agreement, dated April
 10, 2018 among the Company and Armacor Victory Ventures, LLC. Mr. Salas is the managing member of Armacor Victory Ventures, LLC.
 Excluding a prefunded warrant to purchase 250,000 shares of our common stock that will be issued to Ricardo A. Salas after the Closing.

 (8)

 Excluding a
 prefunded warrant to purchase 1,650,000 shares of our common stock that will be issued to Kevin DeLeon after the Closing.

 (9)

 Including 7,261,501
 shares of our common stock owned by Ronald Zamber prior to the Closing. Visionary Private Equity Group I, LP, of which Ronald Zamber
 is senior managing director of its general partner, Visionary PE GP I, LLC, is entitled to receive a total of 50,961,956 shares of
 our common stock after the Closing. Due to the Authorization Limit, Visionary Private Equity Group I, LP will receive 7,866,034 shares
 of our common stock and a prefunded warrant to purchase 43,095,923 shares of our common stock with an exercise price of $0.000001
 after the Closing.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 The following table sets forth certain information
about the securities authorized for issuance under our incentive plans as of December 31, 2023.

 Equity Compensation Plan Information

 Plan category

 Number of securities to
 be issued upon exercise
 of outstanding options,
 warrants and rights

 Weighted-average
 exercise price of
 outstanding options,
 warrants and rights

 Number of securities
 remaining available for
 future issuance under
 equity compensation plans
 (excluding securities
 reflected in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 $
 2.15

 15,000,000

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 $
 2.15

 15,000,000

 In 2014, our Board of Directors and stockholders approved
our 2014 Long Term Incentive Plan. No shares remain available under the 2014 Long Term Incentive Plan.

 In 2017, our Board of Directors and stockholders approved
our 2017 Equity Incentive Plan. As of December 31, 2023, no shares have been granted under our 2017 Equity Incentive Plan.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence

 Transactions with Related Persons

 There have been no transactions since the beginning
of our 2021 fiscal year, and there are no any currently proposed transactions, in which we were or are to be a participant and the amount
involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed
fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described
under "Executive Compensation").

 Promoters and Certain Control Persons

 We did not have any promoters at any time during the
past five fiscal years.

 Director Independence

 In considering and making decisions as to the independence of each
of the directors of the Company, the Board considered transactions and relationships between the Company (and its subsidiaries) and each
director (and each member of such director's immediate family and any entity with which the director or family member has an affiliation
such that the director or family member may have a material indirect interest in a transaction or relationship with such entity).

 As of May 15, 2024, none of the members of our Board are
"independent."

 Item 14. Principal Accounting Fees and Services

 Audit Fees

 For the years ended December 31, 2023 and 2022, we
paid $133,900 and $115,850, respectively, in fees to our principal accountants.

 Tax Fees

 None.

 All Other Fees

 None.

 All fees described above for the years ended December
31, 2023 and 2022, were approved by the Board of Directors.

 Item 15. Exhibits, Financial Statement Schedules

 (a) List of Documents Filed as a Part of
This Report:

 (1) Index to the Consolidated
Financial Statements:

 Page

 Audited Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022

 (2) Index to Consolidated
Financial Statement Schedules:

 All schedules have been omitted because the required
information is included in the consolidated financial statements or the notes thereto, or because it is not required.

 (3) Index to Exhibits:

 Exhibit No.

 Description

 3.1

 Amended and Restated Articles of Incorporation of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 22, 2017)

 3.2

 Certificate of Amendment to Articles of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 4, 2018)

 3.3*

 Certificate of Amendment to Articles of Incorporation (Name Change & Increased Authorized Common Stock) dated January 11, 2024.

 3.4

 Certificate of Designation of Series D Preferred Stock of Victory Energy Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on August 24, 2017)

 3.5

 Amended and Restated Bylaws of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 20, 2017)

 4.1

 Form of Common Stock Certificate of Victory Energy Corporation (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed on April 8, 2016)

 4.2

 Common Stock Warrant issued by Victory Energy Corporation to Visionary Private Equity Group I, LP on February 3, 2017 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on February 7, 2017)

 4.3

 Common Stock Warrant issued by Victory Oilfield Tech, Inc. to Visionary Private Equity Group I, LP on April 13, 2018 (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q filed on November 14, 2018)

 4.4

 Common Stock Purchase Warrant issued by Victory Oilfield Tech, Inc. to Kodak Brothers All America Fund, LP on July 31, 2018 (incorporated by reference to Exhibit 4,1 to the Current Report on Form 8-K filed on August 2, 2018)

 4.5

 Common Stock Purchase Warrant issued by Victory Oilfield Tech, Inc. to Kevin DeLeon on October 25, 2019 (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed on February 9, 2021).

 4.6*

 Form of Warrant issued by Victory Oilfield Tech, Inc. on January 12, 2024.

 10.1

 Victory Energy Corporation 2014 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 28, 2014).

 10.2

 Victory
 Energy Corporation 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1
 filed on February 5, 2018).

 10.3

 Loan
 Agreement, dated April 10, 2018, by and between Visionary Private Equity Group I, LP and Victory Oilfield Tech, Inc. (incorporated
 by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 12, 2018).

 10.4

 Amendment
 No. 1 to Loan Agreement, dated October 30, 2020 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed
 November 6, 2020).

 10.5

 Amendment
 No. 2 to Loan Agreement, dated February 8, 2021 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed
 on February 9, 2021).

 10.6

 Amendment
 No. 3 to Loan Agreement, dated September 3, 2021 (incorporated by reference to Exhibit 10.7] to the Annual Report on Form 10-K filed
 September 3, 2021).

 10.8

 Promissory
 Note issued by the Company to Arvest Bank dated April 13, 2020 (incorporated by reference to Exhibit 10.5 to the Quarterly Report
 on Form 10-Q filed on August 10, 2021).

 10.9

 Loan
 Authorization and Agreement by and between the Company and the U.S. Small Business Administration dated April 13, 2020 (incorporated
 by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on August 10, 2021).

 10.10

 Amended
 and Restated Promissory Note by and between Visionary Private Equity Group I, LP and Victory Oilfield Tech, Inc., dated September
 3, 2021 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed September 3, 2021).

 10.11

 Promissory
 Note issued by the Company to Arvest Bank dated January 28, 2021 (incorporated by reference to Exhibit 10.7 to the Quarterly Report
 on Form 10-Q filed August 10, 2021).

 10.12

 Promissory
 Note and Security Agreement dated July 11, 2022 by and between Pro-Tech Hardbanding Services, Inc. and Arvest Bank (incorporated
 by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed November 14, 2022).

 10.13

 Agreement
 And Plan Of Merger, Dated July 25, 2023, By And Among Victory Oilfield Tech, Inc., Victory H2EG Merger Sub Inc., And H2 Energy Group
 Inc. (Incorporated By Reference To Exhibit 10.1 To The Current Report On Form 8-K Filed On July 26, 2023)

 10.14

 Amendment
 No. 1 To Agreement And Plan Of Merger, Dated December 1, 2023, By and Among Victory Oilfield Tech, Inc., Victory H2EG Merger Sub
 Inc., And H2 Energy Group Inc. (Incorporated By Reference To Exhibit 10.2 To The Current Report On Form 8-K Filed On December 5,
 2023)

 10.15

 Securities
 Purchase Agreement, Dated December 28, 2023, By and Among Victory Oilfield Tech, Inc., and Flagstaff International, LLC(Incorporated
 By Reference To Exhibit 10.3 To The Current Report On Form 8-K Filed On January 5, 2024)

 14.1

 Code
 of Ethics and Business Conduct adopted on September 14, 2017 (incorporated by reference to Exhibit 14.1 to the Current Report on
 Form 8-K filed on September 20, 2017)

 31.1*

 Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certifications of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*

 Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 99.1

 Audit Committee Charter adopted on September 14, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on September 20, 2017)

 99.2

 Compensation Committee Charter adopted on September 14, 2017 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on September 20, 2017)

 101.INS++

 101.SCH++

 101.CAL++

 101.DEF++

 101.LAB++

 101.PRE++

 104++

 *

 Filed herewith.

 Executive Compensation Plan or Agreement.

 (Extensible Business Reporting Language) information is furnished and not filed or a part of a report for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 Item 16. Form 10-K Summary

 None.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 3289)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders' Deficit for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Stockholders of

Victory Clean Energy, Inc. (formerly Victory Oilfield Tech, Inc.)

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Victory Clean Energy, Inc. (formerly Victory Oilfield Tech, Inc.) (the "Company") as of December 31, 2023
and 2022, and the related consolidated statements of operations, changes in stockholders' deficit and cash flows for the years then
ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 Substantial Doubt about the Company's
Ability to Continue as a Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has incurred net losses
and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company
to meet its business plans raises substantial doubt about the Company's ability to continue as a going concern. Our opinion is not
modified with respect to that matter.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there were no critical audit matters.

 /s/ Accell Audit & Compliance, P.A.

 We have served as the Company's auditor since 2024.

 Tampa, Florida

 May 15, 2024

 F- 2

 (Formerly
 Victory Oilfield Tech, Inc.)

 CONSOLIDATED BALANCE SHEETS

 December
 31,

 December
 31,

 2023

 2022

 ASSETS

 Current
 Assets

 Cash
 and cash equivalents

 $
 66,461

 $

 Notes
 receivable, net

 983,000

 —

 Prepaid
 and other current assets

 10,391

 11,437

 Assets
 of discontinued operations, current

 289,405

 268,026

 Total
 current assets

 1,349,257

 289,618

 Assets
 of discontinued operations, non-current

 288,828

 403,815

 Total
 Assets

 $
 1,638,085

 $
 693,433

 LIABILITIES
 AND STOCKHOLDERS DEFICIT

 Current
 Liabilities

 Accounts
 payable

 $
 331,115

 $
 63,794

 Accrued
 and other short term liabilities

 61,178

 50,559

 Short
 term advance from shareholder

 128,050

 180,150

 Convertible
 notes payable

 1,087,000

 —

 Short
 term notes payable - affiliate, net

 3,717,476

 Liabilities
 of discontinued operations, current

 90,199

 123,568

 Total
 current liabilities

 5,566,268

 4,135,547

 Liabilities
 of discontinued operations, non-current

 159,140

 261,592

 Total
 long term liabilities

 159,140

 261,592

 Total
 Liabilities

 5,725,408

 4,397,139

 Stockholders'
 Deficit

 Preferred
 Series D stock, $ 0.001
 par value, 20,000
 shares authorized, 8,333
 shares issued and outstanding at each
 of December 31, 2023 and 2022

 Common
 stock, $ 0.001 par
 value, 300,000,000 shares
 authorized, 28,591,593 and
 28,037,713 shares
 issued and outstanding at each of December 31, 2023 and 2022 respectively

 28,592

 28,038

 Receivable
 for stock subscription

)

)

 Additional
 paid-in capital

 95,905,362

 95,751,150

 Accumulated
 deficit

 ( 99,776,285
)

 ( 99,237,902
)

 Total
 stockholders' deficit

 ( 4,087,323
)

 ( 3,703,706
)

 Total
 Liabilities and Stockholders' Deficit

 $
 1,638,085

 $
 693,433

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

 F- 3

 (Formerly
 Victory Oilfield Tech, Inc.)

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For
 the Years Ended
 December
 31,

 2023

 2022

 Total revenue

 $
 —

 $
 —

 Total cost of revenue

 —

 —

 Gross profit

 —

 —

 Operating expenses

 Selling, general and administrative

 804,435

 437,773

 Total operating expenses

 804,435

 437,773

 Loss from operations

 ( 804,435
)

 ( 437,773
)

 Other income (expense)

 Other income

 248,641

 120,000

 Interest expense

 ( 27,758
)

 ( 17,659
)

 Total other income (expense)

 220,883

 102,341

 Loss from continuing operations

 ( 583,552
)

 ( 335,432
)

 Discontinued operations

 Gain from operations of discontinued operations

 Total discontinued operations

 Loss before tax benefit (expense)

)

)

 Tax expense

 —

 —

 Loss applicable to common stockholders

 $
)

 $
)

 Loss per share applicable to common stockholders

 Loss per share, basic and diluted

 $
 ( 0.02
)

 $
 ( 0.01
)

 Weighted average shares, basic and diluted

 28,129,338

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

 F- 4

 (Formerly
 Victory Oilfield Tech, Inc.)

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years
 Ended December 31,

 2023

 2022

 CASH
 FLOWS FROM OPERATING ACTIVITIES

 Net
 loss

 $
)

 $
)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 Common
 stock issued for services

 155,086

 —

 Paycheck
 Protection Program loan forgiveness

 ( 94,743
)

 —

 Changes
 in operating assets and liabilities:

 Prepaid
 and other current assets

 1,046

 ( 2,977
)

 Accounts
 payable

 267,321

 29,752

 Accrued
 and other short-term liabilities

 10,619

 —

 Net
 change in operating activities from continuing operations

 ( 199,374
)

 ( 294,709
)

 CASH
 FLOWS FROM INVESTING ACTIVITIES

 Investment
 in notes receivable

 ( 983,000
)

 —

 Net
 change in investing activities from continuing operations

 ( 983,000
)

 —

 CASH
 FLOWS FROM FINANCING ACTIVITIES

 Proceeds
 from notes payable - affiliate

 137,500

 167,200

 Payments
 on long term notes payable

 ( 7,709
)

 —

 Payment
 on advance from shareholder

 ( 52,100
)

 —

 Proceeds
 from convertible notes payable

 1,087,000

 —

 Net
 change in financing activities from continuing operations

 1,164,691

 167,200

 Net
 change in cash and cash equivalents from continuing operations

 ( 17,683
)

 ( 127,509
)

 CASH
 FLOWS FROM DISCONTINUED OPERATIONS

 Net
 change in operating activities from discontinued operations

 51,451

 172,426

 Net
 change in investing activities from discontinued operations

 —

 ( 70,992
)

 Net
 change in financing activities from discontinued operations

 22,538

 23,359

 Net
 change in cash and cash equivalents from discontinued operations

 73,989

 124,793

 Net
 change in cash and cash equivalents

 56,306

 ( 2,716
)

 Beginning
 cash and cash equivalents

 12,871

 Ending
 cash and cash equivalents

 $
 66,461

 $

 Supplemental
 cash flow information:

 Cash
 paid for:

 Interest

 $
 41,985

 $
 27,937

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

 F- 5

 (Formerly Victory Oilfield Tech, Inc.)

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

 Common Stock
 $0.001 Par Value

 Preferred D
 $0.001 Par Value

 Receivable for Stock

 Additional Paid In

 Accumulated

 Total

 Subscription

 Capital

 Deficit

 Equity

 January 1, 2022 Balance

 $
 28,038

 8,333

 $

 $
)

 $
 95,750,830

 $
 ( 98,916,098
)

 $
 ( 3,382,222
)

 Loss attributable to common stockholders

 —

 —

 —

 —

 —

 —

)

)

 December 31, 2022 Balance

 $
 28,038

 8,333

 $

 $
)

 $
 95,750,830

 $
 ( 99,237,582
)

 $
 ( 3,703,706
)

 Common Stock
 $0.001 Par Value

 Preferred D
 $0.001 Par Value

 Receivable for Stock

 Additional Paid In

 Accumulated

 Total

 Subscription

 Capital

 Deficit

 Equity

 January 1, 2023 Balance

 $
 28,038

 8,333

 $

 $
)

 $
 95,750,830

 $
 ( 99,237,582
)

 $
 ( 3,703,706
)

 Common stock issued for services

 553,880

 $

 —

 —

 —

 154,532

 —

 155,086

 Loss attributable to common stockholders

 —

 —

 —

 —

 —

 —

)

)

 December 31, 2023 Balance

 28,591,593

 $
 28,592

 8,333

 $

 $
)

 $
 95,905,362

 $
 ( 99,776,285
)

 $
 ( 4,087,323
)

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

 F- 6

 Victory Clean Energy, Inc.

 (Formerly Victory Oilfield Tech, Inc.)

 Notes to the Consolidated Financial Statements

 Note 1 – Organization and Summary of Significant
Accounting Policies:

 Organization and nature of operations

 Victory Clean Energy, Inc., formerly Victory Oilfield
Tech, Inc. ("Victory"), a Nevada corporation, has historically operated as an oilfield technology products company offering
patented oil and gas drilling products. On July 31, 2018, Victory entered into an agreement to acquire Pro-Tech Hardbanding Services,
Inc., an Oklahoma corporation ("Pro-Tech"), which provides various hardbanding solutions to oilfield operators for drill pipe,
weight pipe, tubing and drill collars.

with H2 Energy Group Inc., a Delaware corporation ("H2EG") (the "Merger"). As a result of the Merger, a change
in control of Victory occurred, and H2EG became a wholly owned subsidiary of Victory. On January 1, 2024, Victory completed the sale of

 Basis of Presentation and Principles of Consolidation

 The accompanying consolidated financial statements
include the accounts of Victory and Pro-Tech, its wholly owned subsidiary, for all periods presented. All significant intercompany transactions
and accounts between Victory and Pro-Tech (together, the "Company") have been eliminated.

 The results reported in these consolidated financial
statements should not be regarded as necessarily indicative of results that may be expected for any future periods.

 The accompanying consolidated financial statements
of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
In the opinion of management, all adjustments, consisting of normal and recurring accruals considered necessary for a fair presentation,
have been included.

 Going Concern

 Historically the Company has experienced, and continues
to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. The
Company has incurred an accumulated deficit of $ ( 99,776,605) through December 31, 2023, and has a working capital deficit of $ ( 4,217,011)
at December 31, 2023. These conditions raise substantial doubt about the Company's ability to continue as a going concern within
one year after the date of issuance of the consolidated financial statements. The consolidated financial statements do not reflect any
adjustments that might result if the Company was unable to continue as a going concern.

 The Company anticipates that operating losses will
continue in the near term as our management continues its efforts to raise additional capital and pursue the development and implementation
of clean, sustainable low-cost energy solutions with applications across various industries, including transportation, power generation,
and industrial processes

 Based upon anticipated new sources of capital, and
cash flow from operations, we believe we will have enough capital to cover expenses through at least the next twelve months. We will continue
to monitor liquidity carefully, and in the event we do not have enough capital to cover expenses, we will make the necessary and appropriate
reductions in spending to remain cash flow positive. While management believes our plans, including the Merger, help mitigate the substantial
doubt that we are a going concern, there is no guarantee that our plans will be successful or if they are, will fully alleviate the conditions
that raise substantial doubt that we are a going concern.

 Capital Resources

 The Company plans to raise up to $4,000,000 within
sixteen (16) months after the of the merger through a preferred equity financing ("Preferred Financing"). In the Preferred
Financing, the Company anticipates issuing a total of 67,796 shares of newly authorized and issued preferred stock which are convertible
to 67,796,610 shares of its common stock; provided, however, the parties agreed that the 67,796 shares of preferred stock shall not be
converted to common shares until the Company increased the number of authorized shares.

 F- 7

 Discontinued Operations

 A component of an entity that is disposed of by sale
or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on
an entity's operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated
Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities
of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. Pro-Tech's cash flows
are reflected as cash flows from discontinued operations within the Company's Consolidated Statements of Cash Flows for each period
presented.

 Amounts presented in discontinued operations have
been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, and
historical results of Pro-Tech. The discontinued operations exclude general corporate allocations.

 Use of Estimates

 The preparation of our consolidated financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting
for depreciation and amortization expense, various common stock, warrants and option transactions, evaluation of intangible assets, and
loss contingencies.

 Summary of Significant Accounting Policies

 Cash and Cash Equivalents

 The Company considers all liquid investments with
original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The
Company had no cash equivalents at December 31, 2023 and 2022, respectively.

 Fair Value

 Financial Accounting Standard Board, or FASB, Accounting
Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures, established a hierarchical disclosure framework
associated with the level of pricing observability utilized in measuring fair value. This framework defined three levels of inputs to
the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level
input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by FASB ASC Topic 820
hierarchy are as follows:

 Level 1 - quoted prices (unadjusted) in active markets
for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

 Leve1 2 - inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified
(contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and

 Leve1 3 - unobservable inputs for the asset or liability.
These unobservable inputs reflect the entity's own assumptions about the assumptions that market participants would use in pricing
the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting
entity's own data).

 Receivables are carried at amounts that approximate
fair value. Receivables are recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful accounts reflects
the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience current
conditions and reasonable forecasts of future economic conditions. Accounts receivable are written down or off when a portion or all of
such account receivable is determined to be uncollectible.

 At December 31, 2023 and 2022, the carrying value
of the Company's financial instruments such as accounts receivable and payables approximated their fair values based on the short-term
nature of these instruments. The carrying value of short-term notes and advances approximated their fair values because the underlying
interest rates approximated market rates at the balance sheet dates.

 F- 8

 Revenue Recognition

 The Company recognizes revenue as it satisfies contractual
performance obligations by transferring promised goods or services to the customers. The amount of revenue recognized reflects the consideration
the Company expects to be entitled to in exchange for those promised goods or services A good or service is transferred to a customer
when, or as, the customer obtains control of that good or service.

 The Company historically has had one revenue stream,
which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of the Company's
contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available
for immediate use as completed during the service period. The Company has reviewed its contracts with Pro-Tech customers and determined
that due to their short-term nature, with durations of several days of service at the customer's location, it is only those contracts
that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the
proper period. The Company has reviewed all such transactions and recorded revenue accordingly.

 For the twelve months ended December 31, 2023 and
2022, the Company recognized revenue of $ 1,643,721 and $ 1,624,635, respectively, from contracts with oilfield operators. See Note 14 " Segment
and Geographic Information and Revenue Disaggregation " for further information.

 Because the Company's contracts have an expected
duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about
its remaining performance obligations.

 Concentration of Credit Risk, Accounts Receivable
and Allowance for Doubtful Accounts

 Financial instruments that potentially subject the
Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and
accounts receivable due from Pro-Tech's customers. Management evaluates the collectability of accounts receivable based on a combination
of factors. If management becomes aware of a customer's inability to meet its financial obligations after a sale has occurred, the
Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer.
Accounts receivable are written off at the point they are considered uncollectible. An allowance of $ 0 has been recorded at each of December
31, 2023 and 2022, respectively. The Company suffered no losses from uncollected accounts receivable in 2023 or 2022. Additional allowances
may be required in the future.

 As of December 31, 2023 and 2022, two and three
customers comprised 70 % and 78.2 % of the Company's gross accounts receivables, respectively. For the years ended December 31, 2023
and 2022, four and three customers comprised 70 % and 52.7 %, respectively, of the Company's total revenues.

 Inventory

 The Company's inventory balances are stated
at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists of products purchased by Pro-Tech
for use in the process of providing hardbanding services. No impairment losses on inventory were recorded for the twelve months ended
December 31, 2023 and 2022.

 Inventories are valued at the lower of cost or net
realizable value with cost being determined on the weighted average cost method. Elements of cost in inventories include raw materials
and direct labor. Supplies are valued at the lower of cost or net realizable value: cost is generally determined by the first-in, first-out
cost method. Inventories deemed to have costs greater than their respective market values are reduced to net realizable value with a loss
recorded in income in the period recognized.

 Property, Plant and Equipment

 Property, Plant and Equipment is stated at cost. Maintenance
and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets
are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the
consolidated balance sheets and any gain or loss is included in Other income/(expense) in the consolidated statements of operations.

 F- 9

 Depreciation is computed using the straight-line method
over the estimated useful lives of the related assets, as follows:

 Schedule of estimated useful lives of the related assets

 Asset category

 Useful Life

 Welding equipment, Trucks, Machinery and equipment

 5 years

 Office equipment

 5 - 7 years

 Computer hardware and software

 7 years

 See Note 4, Property, Plant and Equipment,
for further information.

 Goodwill and Other Intangible Assets

 Finite-lived intangible assets are recorded at cost,
net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over
their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable.
The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.

 Business Combinations

 Business combinations are accounted for using the
acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective
fair values as of the acquisition date in the Company's consolidated financial statements. The excess of the fair value of consideration
transferred over the fair value of the net assets acquired is recorded as goodwill.

 Share-Based Compensation

 The Company from time to time may issue stock options,
warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services
from third parties. In all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses
awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in the case of third party
suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers
and affiliates is typically the vesting period. Share-based compensation is included in general and administrative expenses in the consolidated
statements of operations. See Note 9, Stock Options, for further information.

 Income Taxes

 The Company accounts for income taxes in accordance
with ASC 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes.
Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting
purposes and such amounts as measured by tax laws and regulations. Deferred tax assets include tax loss and credit carry forwards and
are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

 Earnings per Share

 Basic earnings per share are computed using the weighted
average number of common shares outstanding at December 31, 2023 and 2022, respectively. The weighted average number of common shares
outstanding was 28,129,338 and 28,037,713 at December 31, 2023 and 2022, respectively. Diluted earnings per share reflect the potential
dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the exercise prices of these
instruments outstanding, all potentially dilutive common stock equivalents are considered anti-dilutive.

 F- 10

 The following table outlines outstanding common stock
shares and common stock equivalents:

 Schedule of outstanding common stock shares and common stock equivalents

 Years
 Ended

 2023

 2022

 Common Stock Shares Outstanding

 28,591,593

 Common Stock Equivalents Outstanding

 Stock Options

 Total Common Stock Equivalents Outstanding

 211,477

 2,468,480

 In May 2021, the FASB issued ASU 2021-04, Earnings
Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and
Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications
or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU 2021-04"). ASU 2021-04 provides guidance as to how
an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call
option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument.
An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged
warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises
four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt
modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities
for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance
provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU
2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company's consolidated financial statement
presentation or disclosures.

 Note 2 – Recent Accounting Pronouncements

 Recently Adopted Accounting Standards

 From time to time, new accounting pronouncements are
issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the
impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's financial statements
upon adoption.

 In June 2016, the FASB issued ASU No. 2016-13, " Financial
Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", and has since issued various
amendments including ASU No. 2018-19, ASU No. 2019-04, and ASU No. 2019-05. The guidance and related amendments modify the accounting
for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss
method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance
to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the
financial asset. The Company adopted ASU-2016-13 effective January 1, 2023. The adoption of ASU 2016-13 had no material impact on our
consolidated financial statements.

 In September 2022, the Financial Accounting Standards
Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, "Liabilities – Supplier Finance Programs."
The ASU codifies disclosure requirements for supplier financing programs. The new standard is effective for fiscal years beginning after
December 15, 2022, and interim periods within those fiscal years. The Company adopted ASU 2016-13 effective January 1, 2023. The adoption
of ASU 2016-13 had no material impact on its consolidated financial statements.

 Recently Issued Accounting Standards

 Management believes that other recent accounting pronouncements
issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities
and Exchange Commission do not have a material impact on the Company's present or near future financial statements

 Note 3 – Notes Receivable

 Effective August 31, 2023, H2EG and Victory executed
a Forgivable Promissory Note in the principal amount of up to Five Million Dollars ($ 5,000,000), due on January 5, 2024, as amended, which
bears interest at the rate of five percent ( 5 %) per annum on any amount outstanding from time to time outstanding until such principal
amount is paid in full, provided however that any interest due thereunder shall be calculated and shall only be due and payable upon the
final payment of the principal amount outstanding under the note (the "H2EG Note"). Between August and December of 2023, Victory
advanced a total of $ 983,000 to H2EG pursuant to the H2EG Note for working capital. The H2EG Note is recorded as a current asset on the
accompanying consolidated balance sheet as of December 31, 2023 in the amount of $ 983,000, net of an allowance for credit losses of $ 0.

 F- 11

 Note 4 – Discontinued operations

Flagstaff International, LLC under which Flagstaff will commit to invest $ 4,000,000 in Victory in exchange for Victory Preferred Stock
and the transfer to Pro-Tech Holdings of all equity interests held by Victory in Pro-Tech Hardbanding Services, Inc.

 Accordingly, we have categorized Pro-Tech as discontinued
operations in our financial statements for the years ended December 31, 2023 and 2022.

 The operating results for discontinued operations
have been presented in the accompanying consolidated statement of operations for the years ended December 31, 2023 and 2022 as discontinued
operations and are summarized below:

 Schedule of discontinued operations

 Years
 Ended December 31,

 2023

 2022

 Total revenue

 $
 1,643,721

 $
 1,624,635

 Total cost of revenue

 693,615

 903,598

 Gross profit

 950,106

 721,037

 Operating expenses

 744,715

 578,396

 Income from operations

 205,391

 142,641

 Other income (expenses)

 ( 158,477
)

 ( 128,693
)

 Income before tax expense

 46,914

 Tax expense

 2,065

 —

 Gain from operations of discontinued operations

 $

 $

 F- 12

 The assets and liabilities of the discontinued operations at
December 31, 2023 and 2022 are summarized below:

 Schedule of assets and
 liabilities of the discontinued operations

 Years
 Ended December 31,

 2023

 2022

 Cash and cash equivalents

 $
 11,328

 $
 63,481

 Accounts receivables, net

 251,233

 163,196

 Inventories, net

 17,256

 32,269

 Prepaid and other current assets

 9,588

 9,080

 Assets of discontinued operations, current

 289,405

 268,026

 Property, plant and equipment, net (1)

 64,608

 162,343

 Goodwill (2)

 145,149

 145,149

 Other intangible assets, net (2)

 79,071

 96,323

 Assets of discontinued operations, non-current

 288,828

 403,815

 Total assets

 $
 578,233

 $
 671,841

 Accounts payable

 $
 35,992

 $
 85,711

 Accrued and other short term liabilities

 6,080

 12,268

 Short term notes payable, net

 30,000

 10,000

 Current portion of long term notes payable

 18,127

 15,589

 Liabilities of discontinued operations, current

 90,199

 123,568

 Long term notes payable, net

 159,140

 261,592

 Liabilities of discontinued operations, non-current

 159,140

 261,592

 Total liabilities

 $
 249,339

 $
 385,160

 (1) Property, plant and equipment, net

 Property, plant and equipment, at cost, for the discontinued
operations consisted of the following at December 31:

 Schedule of Property plant and equipment at cost for discontinued
operations

 2023

 2022

 Trucks

 $
 464,047

 $
 464,047

 Welding equipment

 285,991

 285,991

 Office equipment

 23,408

 23,408

 Machinery and equipment

 18,663

 18,663

 Total property, plant and equipment, at cost

 792,109

 792,109

 Less -- accumulated depreciation

 ( 727,501
)

 ( 629,766
)

 Property, plant and equipment, net

 $
 64,608

 $
 162,343

 Depreciation expense for the discontinued operations
for the twelve months ended December 31, 2023 and 2022 was $ 97,735 and $ 151,854, respectively.

 F- 13

 (2) Goodwill and other intangible assets

 The discontinued operations recorded $ 17,252 and $ 17,252
of amortization of intangible assets for the twelve months ended December 31, 2023 and 2022, respectively.

 The following table shows intangible assets, other
than goodwill, and related accumulated amortization for the discontinued operation as of December 31, 2023 and 2022.

 Schedule of intangible assets other than goodwill and related
 accumulated amortization for the discontinued operation

 2022

 2022

 Pro-Tech customer relationships

 $
 129,680

 $
 129,680

 Pro-Tech trademark

 42,840

 42,840

 Accumulated amortization & impairment

 ( 93,448
)

 ( 76,196
)

 Other intangible assets, net

 $
 79,071

 $
 96,323

 Note 5– Income Taxes

 There was no material provision for (benefit of) income
taxes for the years ended December 31, 2023 and 2022, after the application of ASC 740 "Income Taxes."

 The Internal Revenue Code of 1986, as amended, imposes
substantial restrictions on the utilization of net operating losses in the event of an "ownership change" of a corporation.
Accordingly, a company's ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382
("IRC Section 382"). Events which may cause limitations in the amount of the net operating losses that the Company may use
in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. There have been
transactions that have changed the Company's ownership structure since inception that may have resulted in one or more ownership
changes as defined by the IRC Section 382. The Company's transaction in 2017 resulted in a limitation of pre-change in control net
operating loss carry forwards to $ 8,163,000 over a 20 -year period.

 For the years ending December 31, 2023 and 2022, the
Company incurred a net operating loss carry forward of $ 100,000 and $ 250,000, respectively. Combined with the Section 382 limitation,
as of December 31, 2023 the Company has net operating losses available of approximately $8,954,000 which will expire in between 2028 and
2038, and $[*3,290,000] that will carryforward indefinitely. Total Combined NOL is $ 12,244,000 Capital loss carryovers may only be used
to offset capital gains.

 Given the Company's history of net operating
losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the
net operating loss carry forwards. ASC 740 requires that a valuation allowance be established when it is more likely than not that all
or a portion of deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance against its
net deferred tax assets at December 31, 2023 and 2022, respectively. Upon the attainment of taxable income by the Company, management
will assess the likelihood of realizing the deferred tax benefit associated with the use of the net operating loss carry forwards and
will recognize a deferred tax asset at that time.

 All deferred income tax assets and liabilities, including
NOL's have been measured using a 24.16 % rate and are reflected in the valuation of these assets as of December 31, 2023.

 F- 14

 Significant components of the Company's deferred
income tax assets are as follows:

 Schedule of deferred income tax assets

 2023

 2022

 Net operating loss carryforwards

 $
 2,612,000

 $
 2,576,000

 Depreciation

 ( 127,000
)

 ( 12,000
)

 Equity based expenses

 ( 261,000
)

 261,000

 Other

 ( 19,000
)

 ( 23,000
)

 Deferred taxes

 2,861,000

 2,802,000

 Valuation allowance

 ( 2,861,000
)

 ( 2,802,000
)

 Net deferred income tax assets

 $
 —

 $
 —

 Reconciliation of the effective income tax rate to
the U.S. statutory rate is as follows:

 Schedule of effective income tax rate

 2023

 2022

 Federal taxes at statutory rate

 %

 21.0
 %

 Noncompulsory stock warrants

 15.3
 %

 0.0
 %

 State tax & other permanent items

 3.2
 %

 3.2
 %

 Change in state tax rate

 %

 ( 8.4
)%

 Intangible impairment

 %

 0.0
 %

 Change in valuation allowance

 ( 8.9
)%

 ( 15.8
)%

 Effective income tax rate

 0.0
 %

 0.0
 %

 ASC 740 provides guidance which addresses the determination
of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under the current
accounting guidelines, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits
recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty
percent likelihood of being realized upon ultimate settlement. As of December 31, 2023 and 2022 the Company does not have a liability
for unrecognized tax benefits.

 The Company has elected to include interest and penalties
related to uncertain tax positions as a component of income tax expense. To date, no penalties or interest has been accrued.

 Tax years 2020 and forward are open and subject to
examination by the Federal taxing authority. The Company is not currently under examination and it has not been notified of a pending
examination.

 Note 6 – Convertible Notes Payable

 In August, 2023, the Company authorized the issuance
of a series of 5 %
Convertible Promissory Notes with an aggregate principal of up to $ 5,000,000
 (the "Convertible Notes Payable"). Between August 11, 2023 and December 19, 2023, the Company issued $ 1,087,000
 of Convertible Notes Payable. Upon completion of the Merger involving H2EG (See Note 1 Organization and Basis of Presentation,
the outstanding principal amount (but not any accrued interest thereon) of the Convertible Notes Payable converted to shares of the
Company's common stock. The conversion price was equal to the quotient resulting from dividing $ 28,333,333
 by the number of outstanding shares of common stock of the Company issued and outstanding immediately after the consummation of
the Merger. All unpaid interest and principal is due and payable upon request of the majority holders on or after the six-month anniversary
of the date of each of the Convertible Notes Payable. Subsequent to the period ended December 31,
2023, the Company issued an additional $ 145,000 of Convertible Notes Payable.

 The Company elected to account for the Convertible
Notes Payable at fair value with any changes in fair value being recognized through the consolidated statements of operations until the
convertible notes are settled. The estimated fair value of the Convertible Notes Payable is measured according to significant observable
inputs (Level 3) including common share class volatility, applied discount rate, and probability weighting assigned to automatic and optional
conversion scenarios.

 F- 15

 Convertible Notes Payable were comprised of the following at December
31, 2023 and 2022.

 Schedule of convertible notes payable

 2023

 2022

 Flagstaff International, LLC

 $
 100,000

 $
 —

 JLP Partners

 —

 Richard Ducharme

 —

 Lauri Benezra

 —

 KLH Holdings LLC

 30,000

 —

 Patrick F. McCormick

 —

 Scott Chakmak & Tammy Forman

 34,000

 —

 Blount Family Trust

 10,000

 —

 Scott Hafertepe

 20,000

 —

 Thomas & Christine Beck

 —

 Joel Schwartz

 —

 Mark Daly

 —

 Aaron Kvistro

 20,000

 —

 Kenneth & Margaret Lewis

 —

 Cheryl & Bradley Breeden

 30,000

 —

 Joel Schwartz Living Trust

 —

 Professional Installers

 40,000

 —

 Paul Schmittling

 12,000

 —

 Scott Chakmak & Tammy Forman

 51,000

 —

 Brian & Jennifer Andrzejewski

 10,000

 —

 Mathew& Betty Wolkow

 15,000

 —

 Nuview Trust, CUST FBO Laurinda Fahey IRA

 14,000

 —

 Nuview Trust Co CUST FBO John Fahey IRA

 14,000

 —

 Nuview Trust Co CUST FBO Steven C White IRA

 112,000

 —

 Nuview Trust Co CUST FBO Terry Lyon IRA

 —

 Nuview Trust Co CUST FBOPatrick Anthony Lepski IRA

 150,000

 —

 Janice Linn and Sigmund Pincus

 —

 Total convertible notes payable

 $
 1,087,000

 $
 —

 In connection with the Convertible Notes Payable,
the Company has accrued interest of $ 10,619 during the year ended December 31, 2023.

 F- 16

 Note 7 – Notes Payable

 Notes payable were comprised of the following at December
31:

 Schedule of notes payable

 2023

 2022

 New VPEG Note

 $

 $
 3,717,476

 Total notes payable

 3,717,476

 Current portion of notes payable

 3,717,476

 Long term notes payable, net

 $
 —

 $
 —

 Future payments on notes payable at December 31, 2023
were:

 Schedule of future payments

 2024

 $

 Total

 $

 New VPEG Note

 See Note 13, Related Party Transactions, Settlement
Agreement, for a definition and description of the VPEG Note and the New VPEG Note. The outstanding balance on the New VPEG Note
was $ 3,868,726
and $ 3,717,476
at December 31, 2023 and 2022, respectively. The Company recorded interest expense of $ 13,750
and $ 15,200
related to the New VPEG Note for the twelve months ended December 31, 2023 and 2022, respectively.

 Note 8 – Stockholders' Deficit

 Preferred Stock

 Series D Preferred Stock

 The terms of the Series D Preferred Stock are governed
by a certificate of designation (the "Series D Certificate of Designation") filed by the Company with the Nevada Secretary
of State on August 21, 2017. Pursuant to the Series D Certificate of Designation, the Company designated 20,000 shares of its preferred
stock as Series D Preferred Stock.

 Dividends. Except for stock dividends and distributions
for which adjustments are to be made pursuant to the Series D Certificate of Designation, holders of Series D Preferred Stock are not
entitled to dividends.

 Liquidation. Upon any liquidation, dissolution
or winding-up of the Company, whether voluntary or involuntary, the holders of shares of Series D Preferred Stock are entitled to be paid
out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of shares
of common stock, an amount equal to the Stated Value per share, plus any dividends declared but unpaid thereon. The "Stated Value"
shall initially be $ 19.01615 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination
or other similar recapitalization with respect to the Series D Preferred Stock.

 Voting Rights. Holders of shares of Series
D Preferred Stock vote together with the holders of common stock on an as-if-converted-to-common-stock basis. Except as provided by law,
the holders of shares of Series D Preferred Stock vote together with the holders of shares of common stock as a single class. However,
as long as any shares of Series D Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of
a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change adversely the powers, preferences or rights
given to the Series D Preferred Stock or alter or amend the Series D Certificate of Designation, (b) authorize or create any class of
stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to the Series D Preferred Stock, (c) amend
the Company's articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders,
(d) increase the number of authorized shares of Series D Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

 F- 17

 Redemption. To the extent of funds legally
available for the payment therefor, the Company is required to redeem the outstanding shares of Series D Preferred Stock, at a redemption
price equal to the Stated Value per share (subject to adjustment), payable in cash in equal monthly installments commencing on the fifteenth
(15th) calendar day following the date that the Company obtained stockholder approval (which was obtained on November 20, 2017) (each
such date, a "Redemption Date"). If funds legally available for redemption on the Redemption Date are insufficient to redeem
the total number of outstanding shares of Series D Preferred Stock, the holders of shares of Series D Preferred Stock shall share ratably
in any funds legally available for redemption of such shares according to the respective amounts which would be payable with respect to
the full number of shares owned by them if all such outstanding shares were redeemed in full. At any time thereafter when additional funds
are legally available for the redemption, such funds will be used, at the end of the next succeeding fiscal quarter, to redeem the balance
of such shares, or such portion thereof for which funds are then legally available. During the year ended December 31, 2017, the Company
redeemed 1,667 shares of Series D Preferred Stock.

 Conversion. If, following the date when stockholder
approval has been obtained, any portion of the redemption price has not been paid by the Company on any Redemption Date, the holder may,
at its option, elect to convert each share of Series D Preferred Stock plus accrued, but unpaid dividends thereon, into such number of
fully paid and non-assessable shares of common stock as is determined by dividing the Stated Value by the Conversion Price in effect on
such conversion date; provided, however, that in lieu of such conversion and before giving effect thereto, the Company may elect to bring
current the redemption payments payable. The "Conversion Price" is initially equal to $ 0.04, subject to adjustment as set
forth in the Series D Certificate of Designation.

 Other Rights. Holders of Series D Preferred
Stock have no preemptive or subscription rights and there are no sinking fund provisions applicable to Series D Preferred Stock.

 During the years ended December 31, 2023 and 2022,
the Company did not issue any shares of its Preferred Series D Stock.

 Common Stock

 On September 11, 2023, the Company issued 553,880
shares of its restricted common stock with a total grant date fair value of $ 155,086, or $ 0.28 per share, to Bevilacqua PLLC in exchange
for services.

 The Company did not issue any shares of its common
stock during the year ended December 31, 2022.

 Note 9 – Warrants for Stock

 At December 31, 2023 and 2022 warrants outstanding
for common stock of the Company were as follows:

 Schedule of warrants outstanding

 of Shares Underlying Warrants

 Average Exercise
 Price

 Balance January 1, 2022

 2,648,621

 $
 1.51

 Granted

 —

 $
 —

 Exercised

 —

 $
 —

 Canceled

 ( 391,327
)

 $
 2.25

 Balance December 31, 2022

 $
 1.38

 Granted

 —

 $
 —

 Exercised

 —

 —

 Canceled

 ( 2,257,003
)

 $
 2.25

 Balance December 31, 2023

 $
 9.50

 All warrants were valued using the Black Scholes pricing
model.

 F- 18

 The following table summarizes information about underlying
outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2023:

 Schedule of outstanding warrants for common stock

 Outstanding

 Range
 of Exercise Prices

 of
 Shares
 Underlying

 Price

 Remaining
 Contractual
 Life (in years)

 of
 Shares
 Underlying

 Price

 $ 4.94 – $ 13.30

 $
 9.50

 0.43

 $
 9.50

 The following table summarizes information about underlying
outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2022:

 Warrants Outstanding

 Warrants Exercisable

 Range of Exercise Prices

 Number of
 Shares
 Underlying

 Price

 Remaining
 Contractual
 Life (in years)

 Number of
 Shares
 Underlying

 Price

 $ 4.94 – $ 13.30

 2,027

 $
 9.50

.78

 2,027

 $
 9.50

 $ 0.75 – $ 3.51

 2,255,267

 $
 0.75

.33

 2,255,267

 $
 0.75

 At each of December 31, 2023 and 2022 the aggregate
intrinsic value of the warrants outstanding and exercisable was $ 0. The intrinsic value of a warrant is the amount by which the market
value of the underlying warrant exercise price exceeds the market price of the stock at December 31 of each year.

 Note 10– Stock Options

 The following table summarizes stock option activity
in the Company's stock-based compensation plans for the years ended December 31, 2023 and 2022. All options issued were non-qualified
stock options.

 Schedule of stock option activity

 of

 Price

 Value (1)

 of

 Fair Value
 At Date of
 Grant

 Outstanding at January 1, 2022

 $
 2.15

 —

 $
 2.31

 Granted at Fair Value

 —

 —

 —

 —

 —

 Exercised

 —

 —

 —

 —

 —

 Canceled

 —

 —

 —

 —

 —

 Outstanding at December 31, 2022

 $
 2.15

 $
 —

 $
 2.15

 Granted at Fair Value

 —

 —

 —

 —

 —

 Exercised

 —

 —

 —

 —

 —

 Canceled

 —

 —

 —

 —

 —

 Outstanding at December 31, 2023

 $
 2.15

 $
 —

 $
 2.15

 (1)

 The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at the balance sheet date. If the exercise price exceeds the market value, there is no intrinsic value.

 During the years ended December 31, 2023 and 2022,
the Company did not grant employee stock options or stock options for consulting services.

 The fair value of the stock option grants is amortized
over the respective vesting period using the straight-line method. Forfeitures and cancellations are recorded as they occur.

 Compensation expense related to stock options included
in general and administrative expense in the accompanying consolidated statements of operations was $ 0 for each of the years ended December
31, 2023 and 2022.

 As of December 31, 2022, all share-based compensation
for unvested options, net of expected forfeitures, was fully recognized.

 Stock options are granted at the fair market value
of the Company's common stock on the date of grant. Options granted to officers and other employees vest immediately or over 36
months as provided in the option agreements at the date of grant.

 The fair value of options granted are estimated using
the Black-Scholes Option Pricing Model.

 F- 19

 The following table summarizes information about stock
options outstanding at December 31, 2023:

 Schedule of information about stock options

 Range
 of Exercise Prices

 of

 Remaining
 Contractual
 Life (Years)

 Price

 Value

 Price of

 Value

 $ 1.52 - $ 13.30

 3.48

 $
 2.15

 $
 —

 $
 2.15

 $
 —

 The following table summarizes information about options
outstanding at December 31, 2022:

 Range
 of Exercise Prices

 of

 Remaining
 Contractual
 Life (Years)

 Price

 Value

 Price of

 Value

 $ 1.52 - $ 13.30

 4.48

 $
 2.15

 $
 —

 $
 2.15

 $
 —

 A summary of the Company's non-vested stock
options at December 31, 2023 and December 31, 2022 and changes during the years are presented below.

 Schedule of non-vested stock options

 Non-Vested Stock Options

 Grant Date
 Fair Value

 Non-Vested at December 31, 2022

 —

 $
 —

 Granted

 —

 $
 —

 Vested

 —

 $
 —

 Forfeited

 —

 $
 —

 Non-Vested at December 31, 2023

 —

 $
 —

 Note 11 – Commitments and Contingencies

 Rent expense for the years ended December 31, 2023
and 2022 was $ 4,710 and $ 4,734, respectively. The Company's office space in Austin, Texas is leased on a month-to-month basis, and
the lease agreement for the Pro-Tech facility in Oklahoma County, Oklahoma is cancellable at any time by giving notice of 90 days. As
such there are no future annual minimum payments as of December 31, 2023 and 2022, respectively.

 The Company is subject to legal claims and litigation
in the ordinary course of business, including but not limited to employment, commercial and intellectual property claims. The outcome
of any such matters is currently not determinable.

 Note 12 – Related Party Transactions

 Inspire Diagnostics

 On March 24, 2023 the Company received a short-term
non-interest bearing advance from Inspire Diagnostics, an affiliated entity, in the amount of $ 33,500, which was repaid in full on December
5, 2023.

 F- 20

 Settlement Agreement

 On August 21, 2017, the Company entered into a secured
convertible original issue discount promissory note issued by the Company to VPEG (the "VPEG Note"). The VPEG Note was subsequently
amended on October 11, 2017 and again on January 17, 2018. On April 10, 2018, the Company and Visionary Private Equity Group I, LP, a
Missouri limited partnership ("VPEG") entered into a settlement agreement and mutual release (the "Settlement Agreement"),
pursuant to which VPEG agreed to release and discharge the Company from its obligations under the VPEG Note (see below). Pursuant to the
Settlement Agreement, and in consideration and full satisfaction of the outstanding indebtedness of $ 1,410,200 under the VPEG Note, the
Company issued to VPEG 1,880,267 shares of its common stock and a five-year warrant to purchase 1,880,267 shares of its common stock at
an exercise price of $ 0.75 per share, to be reduced to the extent the actual price per share in a proposed future private placement (the
"Proposed Private Placement") is less than $ 0.75. The Company recorded share-based compensation of $ 11,281,602 in connection
with the Settlement Agreement.

 On April 10, 2018, in connection with the Settlement
Agreement, the Company and VPEG entered into a loan Agreement (the "New Debt Agreement"), pursuant to which VPEG may, at is
discretion, loan to the Company up to $ 2,000,000 under a secured convertible original issue discount promissory note (the "New VPEG
Note"). Any loan made pursuant to the New VPEG Note will reflect a 10 % original issue discount, will not bear interest in addition
to the original issue discount, will be secured by a security interest in all of the Company's assets, and at the option of VPEG
will be convertible into shares of the Company's common stock at a conversion price equal to $ 0.75 per share or, such lower price
as shares of Common Stock are sold to investors in the Proposed Private Placement.

 On October 30, 2020, the Company and VPEG entered
into an amendment to the New Debt Agreement (the "Amendment"), pursuant to which the parties agreed to increase the loan amount
to up to $ 3,000,000 to cover advances from VPEG through October 30, 2020 and the Company's working capital needs.

 On January 31, 2021, the Company and VPEG entered
into an amendment to the New Debt Agreement (the "Second Amendment"), pursuant to which the parties agreed to increase the
loan amount to up to $ 3,500,000 to cover future working capital needs.

 On September 3, 2021, the Company and VPEG entered
into an amendment to the New Debt Agreement (the "Third Amendment"), pursuant to which the parties agreed to increase the
loan amount to up to $ 4,000,000 to cover future working capital needs.

 Note 13– Net Loss Per Share

 Basic loss per share is computed using the weighted
average number of common shares outstanding at December 31, 2023 and 2022, respectively. Diluted loss per share reflects the potential
dilutive effects of common stock equivalents such as options, warrants and convertible securities.

 The following table sets forth the computation of
net loss per common share – basic and diluted:

 Schedule of computation of net loss per common share – basic and diluted

 Years
 Ended

 2023

 2022

 Numerator:

 Net loss

 $
)

 $
)

 Denominator

 Basic weighted average common shares outstanding

 28,129,338

 Effect of dilutive securities

 —

 —

 Diluted weighted average common shares outstanding

 28,129,338

 Net loss per common share

 Basic and diluted

 $
 ( 0.02
)

 $
 ( 0.01
)

 For the years ended December 31, 2023 and 2022, potentially
dilutive shares of 211,477 and 2,468,480, respectively, were excluded from the calculation of dilutive shares because the effect of including
them would have been anti-dilutive.

 Note 14 – Subsequent Events

 Merger – Acquisition of H2 Energy Group Inc.

with H2 Energy Group Inc., a Delaware corporation ("H2EG") (the "Merger"). As a result of the Merger, a change
in control of Victory occurred, and H2EG became a wholly owned subsidiary of Victory.

 Pursuant
to the merger each share of H2EG's Capital Stock issued and outstanding immediately prior to the Effective Time, subject to and
upon the terms and conditions set forth in the Merger Agreement, was cancelled and extinguished and converted automatically into the right
to receive 418,822,708 shares of Victory's Common Stock ("Victory Common Stock"), of which: (i) 243,000,000 shares of
Victory Common Stock were issued upon the Closing, and; (i) 175,822,708 shares of Victory Common Stock were to be issued after an amendment
to Victory's articles of incorporation increasing the Authorization Limit.

 As
a result of the merger on the effective date of January 1, 2024, the H2EG Stockholders own 81 % of Victory's issued and outstanding
Common Stock immediately upon Closing. As contemplated in the Merger Agreement, VPEG Note holder will convert the VPEG Note at the Effective
Time and will receive: (i) 7,866,034 shares of Victory Common Stock, and (ii) 43,095,923 Prefunded Warrants, each with an exercise price
of $ 0.000001, which contain a provision prohibiting the exercise thereof until Victory's shareholders approve an amendment to the
Victory articles of incorporation, increasing the Authorization Limit to a number of shares that is sufficient to allow for the exercise
of such Victory Prefunded Warrants in full. In addition, Victory conducted a private placement financing ("Common Financing"),
in which Victory raised approximately $ 1,087,000 from the investors in the Common Financing (the "Common Financing Investors").
Victory also plans to raise an additional $ 4,000,000 within sixteen ( 16) months after the Effective Time through Victory's preferred
equity financing ("Preferred Financing"). In the Preferred Financing, we anticipate issuing a total of 67,796 shares of newly
authorized and issued preferred stock which are convertible to 67,796,610 shares of our common stock; provided, however, the parties agreed
that the 67,796 shares of preferred stock shall not be converted to common shares until the share authorization increase.

 Victory
had 300,000,000 shares of common stock authorized. In connection with the Merger, the H2EG Stockholders are entitled to receive a total
of 418,822,708 shares of common stock, and the VPEG Note holder is entitled to receive a total of 50,961,957. Since our authorized common
stock was not sufficient at the closing to allow us to issue to the H2EG stockholders all of the common stock that we are required to
issue in the merger along with all of the common stock that we are required to issue to Visionary Private Equity Group I, LP ("VPEG")
upon the conversion of its convertible notes, we will issue common stock up to our authorized amount and then issue prefunded warrants
for the balance of what we are required to issue. The prefunded warrants are fully funded except for $ 0.000001 exercise price.

 Financing Agreement and Sale of Pro-Tech

Flagstaff International, LLC under which Flagstaff will commit to invest $ 4,000,000 in Victory in exchange for Victory Preferred Stock
and the transfer to Pro-Tech Holdings of all equity interests held by Victory in Pro-Tech Hardbanding Services, Inc.

 Increase of Authorized Common Stock and Name Change to Victory
Clean Energy, Inc.

 On January 11, 2024, Victory amended its Articles of Incorporation to authorize
 2,000,000,000 common shares and change its name to Victory Clean Energy, Inc.

 Issuance of Warrants

 On January 12, 2024, Victory issued 101,194,144.41 warrants exercisable
at a price of $ 0.059 per share for a period of four years to a total of 20 holders.

 SIGNATURES

 In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

 VICTORY CLEAN ENERGY INC.

 By:

 /s/

 Chief Executive Officer, President and Director

 In accordance with the requirements of the Securities
Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/

 Chief Executive Officer, President and Director

 May
 15, 2024

 /s/
 Neil Goulden

 Chief Administrative Officer, Treasurer, Secretary, and Director (Principal Financial and Accounting Officer)

 May 15, 2024

 Neil Goulden

 /s / Christopher Headrick

 Executive Chairman of the Board of Directors

 May 15, 2024

 Christopher Headrick

 /s/
 Kevin DeLeon

 Director

 May 15, 2024

 Kevin DeLeon