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 utr:sqft

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 for the fiscal year ended December 31, 2024

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

 For the transition period from: _____________ to _____________

 Commission file number: 000-55497

 DUOS TECHNOLOGIES GROUP, INC.

 (Exact name of registrant as specified in its charter)

 Florida

 65-0493217

 (State or Other Jurisdiction of Incorporation)

 (I.R.S. Employer Identification No.)

 7660 Centurion Parkway, Suite 100

 Jacksonville, Florida 32256

 (Address of Principal Executive Offices)

 ( 904) 296-2807

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b) of
the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.001 per share

 DUOT

 The NASDAQ Capital Market

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 the 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 pursuant to Rule
405 Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes No

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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.

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

 The aggregate market value of the registrant's
voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity
on June 30, 2024, was $ 13,499,680. As of March 28, 2025, the registrant has one class of common equity, and the number of shares outstanding
of such common equity is 11,524,545.

 Documents Incorporated by Reference: Portions of the
Company's proxy statement for the Annual Meeting of Shareholders to be held May 22, 2025 are incorporated by reference into Part
III of this report. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's
fiscal year ended December 31, 2024.

 DUOS TECHNOLOGIES GROUP, INC.

 2024 FORM 10-K ANNUAL REPORT

 PAGE

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for 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 Operation

 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 Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 SIGNATURES

 i

 FORWARD-LOOKING STATEMENTS

 The following discussion should be read in conjunction
with the financial statements and related notes contained elsewhere in this Form 10-K. Certain statements made in this discussion are
"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements
can be identified by terminology such as "may", "will", "should", "expects", "intends",
"anticipates", "believes", "estimates", "predicts", or "continue" or the negative
of these terms or other comparable terminology and include, without limitation, statements below regarding our business plans, the ability
to raise working capital and expectations as to market acceptance of our products. Forward-looking statements involve risks and uncertainties
and there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to, our ability to continue as a going concern, our ability to generate sufficient
cash to continue and expand operations, the competitive environment generally and in our specific market areas, changes in technology,
the availability of and the terms of financing, changes in costs and availability of goods and services, economic conditions in general
and in our specific market areas, changes in federal, state and/or local government laws and regulations potentially affecting the use
of our technology, changes in operating strategy or development plans and the ability to attract and retain qualified personnel. Although
we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance
or achievements. Indeed, it is likely that some of our assumptions may prove to be incorrect. Our actual results and financial position
may vary from those projected or implied in the forward-looking statements and the variances may be material. Moreover, we do not assume
responsibility for the accuracy and completeness of these forward-looking statements. The Company is under no duty to update any forward-looking
statements after the date of this report, except as may be required by law.

 ii

 Item 1. Business.

 Our Corporate History

 Information Systems Associates, Inc. ("ISA")
was incorporated in Florida on May 31, 1994. Our original business operations consisted of consulting services for asset management of
large corporate data centers and the development and licensing of information technology ("IT") asset management software.
In late 2014, ISA entered negotiations with Duos Technologies, Inc. ("duostech ") for the purposes of executing a merger
between the two organizations (also known as a "reverse triangular merger"). Incorporated under the laws of Florida on November
30, 1990, duostech operated in various industry segments, specializing in the design, development and deployment of proprietary
technology applications and turn-key engineered systems. This transaction was completed on April 1, 2015, whereby duostech became
a wholly owned subsidiary of ISA. After the merger was completed, ISA changed its corporate name to Duos Technologies Group, Inc. ("Duos"
or "the Company"). During 2024, the Company began a major expansion into new markets, leveraging the developments previously
undertaken and the experience of its management team. Still headquartered in Jacksonville, Florida, Duos now manages three, wholly owned
subsidiaries, duostech, Duos Edge AI Inc., ("Duos Edge") and Duos Energy Corporation ("Duos Energy"). In
its current operations it now employs approximately 84 people in management, operations, engineering, software development, customer support
and project implementation and management across three major market segments including rail technology deployment, Data Center co-location
facilities and behind the meter electrical power provision. Duos also continues to operate as a technology company which designs, develops,
deploys and operates intelligent technology solutions with a focus on software applications and artificial intelligence ("AI")
in addition to large project, consulting, implementation and asset management. The Company has a strong and growing portfolio of intellectual
property including significant patent awards in the areas of railcar scanning technology for the identification of defects. The Company's
headquarters are located at 7660 Centurion Parkway, Suite 100, Jacksonville, Florida 32256 and main telephone number is (904) 296-2807.

 Overview

 The Company, operating under its brand name duos tech,
develops and deploys technology systems with focus on inspecting and evaluating moving vehicles. Its technology focus is within the Vision
Technology market sector and, more specifically, the Machine Vision subsector. Machine Vision companies provide imaging-based automatic
inspection and analysis for process control for industry with potential expansion into other markets. Duos has developed key technologies
over the past several years in software, industry specific hardware and artificial intelligence and has demonstrated industrial strength
usability of its systems supporting rail, logistics and intermodal businesses that streamline operations, improve safety and reduce costs.
Our team includes engineering subject matter expertise in hardware, software, and information technology as well as industry specific
applications of artificial intelligence also referred to as Expert Artificial Intelligence. We also have specific industry experts in
the rail industry on staff and as consultants.

 In 2024, the Company's management team determined
that it would be in the best interests of the Company and its shareholders to leverage the skills and expertise that have been built up
since 2021 to expand into complimentary and naturally adjacent markets. Duos will continue to develop industry solutions for its target markets addressing rail, trucking,
aviation and other vehicle-based processes. In addition, the Company elected to develop new offerings based on its existing technology
and formed a new subsidiary in July 2024, Duos Edge AI. The objective of this new subsidiary is to market a special part of the Railcar
Inspection Portal ("RIP") for the provision of high-speed and function processing of data and applications with a focus on
reducing latency in response times to end-users. Duos has many years of experience via its expert staff in bringing these types of capabilities
to remote locations, also known as "the edge". Edge processing can be an extremely efficient and lower cost alternative to
traditional data centers. The strategy for Duos Edge is to serve rural communities, also known as Tier 3 and 4 markets, and install Edge
data centers in these locations thereby providing access to high-speed communications and advanced processing capabilities as a substitute
for solutions where large amounts of data are "backhauled" using "the Cloud". Duos developed these capabilities
as an adjunct to its RIP offerings due to the need for fast results (less than 60 seconds) in identifying defects and maintenance issues
on moving railcars.

 As Duos' initial offering, the RIP provides
both freight and transit railroad customers and select government agencies the ability to conduct fully remote railcar inspections of
trains while they are moving at full speed. The RIP utilizes a variety of sophisticated optical, laser and speed sensors to scan each
passing railcar to create a high-resolution image-set of the top, sides and undercarriage. These images are then processed with our edge
data center using artificial intelligence (AI) algorithms to identify safety and security defects on each railcar. The algorithms are
developed in conjunction with industrial application experts, in this case resident Railcar Mechanical Engineers, to provide specific
guidance in the analysis ("human in the loop"). Within seconds of the railcar passing through the RIP, a detailed report is
sent to the customer where they are able to take action on identified issues. This solution has the potential to transform the railroad
industry immediately increasing safety, improving efficiency and reducing costs. The Company has already deployed this system with several
Class 1 railroads and anticipates an increased demand from transit and other railroad customers along with selected government agencies
that operate and/or manage rail traffic. The Company has deployed RIPs in Canada, Mexico and the United States and anticipates expanding
this solution into Europe, Asia and the Middle East in coming years.

 Duos has been successful in patenting
much of its technology and specifically for the rail industry offerings. Key patents include:

 Use of Artificial Intelligence
("AI") to detect defects in trains and method to use. (US 11,891,098 B1)

 Device to Capture High Resolution
Images of a train as it passes through an inspection portal (US 11,974,035 B1)

 Device to Capture High Resolution
Images of the undercarriage of a freight car (US 12,188,846 B2)

 These three recent patents, in conjunction with 8
other patents, put Duos in a dominant position for this type of scanning technology (also known as "Wayside Technology") and
the Company expects to both deploy systems and, where appropriate, license to users or manufacturers. The Company has previously notified
certain third parties of the existence of these patents to secure its rights in regard to this intellectual property.

 The Company has also developed the Automated Logistics
Information System (ALIS) which can automate gatehouse operations where transport trucks enter and exit large logistics and intermodal
facilities. This solution incorporates a similar set of sensors, data processing and artificial intelligence to streamline the customer's
logistics transactions and tracking and can also automate the security and safety inspection if called for. The Company has previously
deployed this system with one large North American retailer. While Duos originally anticipated increased demand from other large retailers,
railroad intermodal operators and select government agencies that manage logistics and border crossing points, the Company has been resource
constrained to effectively market this offering. However, the Company continues to perform research and development in evaluating other
solutions for moving vehicles including aircraft, which could provide similar benefits in terms of safety and efficiency for required
inspections as part of an operations process. The Company will continue to evaluate its resource commitments in future years in conjunction
with the expected growth in revenues and cash flow to support additional investments in these areas.

 Also in late 2024, Duos formed a third
subsidiary, Duos Energy Corporation ("Duos Energy") with the express purpose of providing consulting services and
solutions for the rapidly growing demand for electrical power outside of traditional utilities. As an outgrowth of its new Edge Data
Center subsidiary, and the current expert staff on-hand, Duos has engaged with multiple third parties to act in a consulting and
asset management capacity whereby Duos staff will be engaged directly to supply this type of power solutions for multiple uses
including for large data centers supporting AI "hyperscalers". In late 2024, Duos also engaged with Fortress Investment
Group ("FIG") to assist in FIG's purchase of approximately 850 Mega Watts of electrical generation capacity
(consisting of 30 mobile gas turbine generators) and associated equipment to support their installation and operation
("balance of plant"), certain trademarks and domain names and certain contracts. In late November, Sawgrass Buyer, LLC
("Sawgrass"), an entity formed and owned by FIG, executed an asset purchase agreement with Atlas Corporation, APR Energy
Holdings Limited and a number of its wholly-owned affiliates (collectively "APR"). From 2018 to 2020, Chuck Ferry was
formerly the CEO of APR. The transaction closed on December 31, 2024. At Closing, Sawgrass entered into an Asset Management
Agreement ("AMA") with Duos under which a substantial portion of Duos staff and some members of the management team
(including Mr. Ferry), would oversee operations of Sawgrass. The AMA term is up to two years and is expected to generate
approximately $42 million in revenue for Duos over that period. At Closing, Duos also took a 5% ownership stake in Sawgrass APR
Holdings LLC, the ultimate parent company of Sawgrass. Subsequent to Closing, Sawgrass changed its name to New APR Energy, LLC
("New APR").

 Under the terms of the AMA, Duos staff will conduct
all operations for commercial engagement, planning and project management, installation and operations of the New APR assets. The new
entity will share certain management functions with Duos including the CEO, COO, Chief Commercial Officer and General Counsel and other
services will be provided by Duos in a combination of direct staffing with specific experience in the power generation industry and other
functions as necessary via a "shared services" agreement. New APR over time will develop its own accounting and administrative
functions. There are significant synergies between Duos and New APR, particularly in the areas of Data Center power generation and related
business development.

 Intelligent Technologies

 Duos has developed two proprietary solutions that
continue to form the basis for the operations of our data capture, user interface software and artificial intelligence based analytics.
 cen traco
 is an Enterprise Information Management Software platform that consolidates data and events from multiple sources into a unified
and distributive user interface. Customized to the end user's Concept of Operations (CONOPS), it provides improved situational awareness
and data visualization for operational objectives compared to traditional manual inspections. true vue 360
 is our fully integrated platform that we utilize to develop and deploy Artificial Intelligence (AI) algorithms, including Machine
Learning, Computer Vision, Object Detection and Deep Neural Network-based processing for real-time applications.

 These same Artificial Intelligence applications are
creating other opportunities for the Company to provide revenue producing solutions with potentially high market adoption.

 In 2021, the Company ended support of its IT Asset
Management (ITAM) solution which cataloged results for data center asset inventory and audit services. We are now using our current operations
experience within "edge data centers" (as deployed for our Railcar Inspection Portal) to drive additional revenues within
other markets requiring this type of solution. As previously discussed, the formation of a new subsidiary, Duos Edge focuses on this rapidly
growing market, and is well suited to contribute to the growth of the Company's revenues and predicted future profitability.

 In the last quarter of 2022, the Company elected not
to renew a support contract for its Integrated Correctional Automation System (iCAS) for one customer. The Company subsequently sold its
iCAS assets to a buyer during the second quarter of 2023 for $165,000 via a convertible note. Our current CFO is a related party of the
buyer as their non-Executive Chairman.

 The year 2024 was a transformative year for Duos with
the addition of two new subsidiaries addressing the adjunct Edge Data Center market and the power generation market, utilizing much of
the skills and expertise inherent in the staff that has been built up in the past 24 months. All three businesses made significant progress
during 2024 including:

 Execution of a long-term agreement with a major Class 1 railroad for the support of the "subscription" based offering, giving access to data and images by a much broader target market including Class 1 railroads, railcar owners and lessors, and short-line railroads.

 Development of a modular "RIP" allowing the capability of much greater customization of desired images and an overall lower cost to potential purchasers.

 Sales of customized RIPs to industrial companies where specialized applications or routes demand a bespoke solution.

 Entrance into the market for edge computing by targeting key opportunities within the Tier 3 and 4 markets for education and supplying specialized data centers to serve those markets in conjunction with providing computing and telecommunications capacity to commercial customers outside of the rail industry.

 Offering consulting, asset management including full organizational implementation and support,
with operational capabilities for the power generation market focusing on data center operations

 Operating Subsidiaries

 duos tech

 The Company is currently as of the date of this
report operating in three distinct but related segments. These newer businesses are in early stages of development and have generated
no revenue through December 31, 2024. Accordingly, for purposes of segment reporting under ASC 280, the Company has determined that it
operates in a single reportable segment, as the Chief Operating Decision Maker currently evaluates financial performance and allocates
resources on a consolidated basis. The Company markets itself collectively under the Duostech brand name, which broadly covers
the Company's commercial activities within a wide range of technology deployments from sophisticated moving vehicle analysis using
machine vision and AI to deployment of specialized data centers and operational deployment of alternatives to grid power through its relationship
with New APR.

 Duos Technologies, Inc.

 Duos Technologies, until recently, was our sole operating
entity and is currently being led by our Chief Technology Officer. Its mission is to develop leading edge technologies as Duos has done
since its inception. It consists of a dedicated team of developers focused on creating solutions for the transportation industry and has
spent much of the past five years focused on building the premier offering for large rail operators. It has been successful in securing
11 patents that cover much of the "best in class" wayside technology offerings.

 Railcar Inspection Portal (r i p)

 The RIP is our premier offering for the scanning and
analysis of railcars while they are in motion. Federal regulations require each railcar/train to be inspected for mechanical defects prior
to leaving a rail yard. Founded in 1934, the Association of American Railroads (AAR) is responsible for setting the standards for the
safety and productivity of the U.S./North American freight rail industry, and by extension, has established the inspection parameters
for the rail industry's rolling stock. Also known as the "Why Made" codes, the AAR established approximately 110 inspection
points under its guidelines for mechanical inspections.

 Under current practice, inspections are conducted
manually, a very labor intensive and inefficient process that only covers a select number of inspection points and can take several hours
per train. Our RIP reduces this inspection to minutes while the train is moving at speed, improving safety, reducing dwell time and optimizing
maintenance.

 Our system combines high-definition image and data capture technologies
with our AI-based analytics applications that are typically installed on active tracks located between two rail yards. We inspect railcars
traveling through our inspection portal at speeds of up to 70 mph for freight and up to 125 mph for high-speed transit and report mechanical
anomalies detected by our system to the inbound train yard, well ahead of the train entering the yard.

 Currently, three Class 1 railroads and several transit
and international railroads use have deployed RIP with one of those railroads broadly deploying the technology across its network.

 The Company continues to expand its detection capabilities
through the development and integration of additional sensor technologies to include laser, infrared, thermal, sound and signal detection
to process AI-based analytics of inspection points. Currently the Company has a high-reliability catalog of over 53 proprietary artificial
intelligence algorithms which can be integrated into the RIP to enhance mechanical anomalies detections. These detections support railroads
in the active maintenance and overall safety of their railcar fleet and networks.

 Railcar Inspection Portal (RIP) Business Overview
and 2024 Technical Advancements

 Over the past year, we transformed our technical solutions,
redefined our business model, and reimagined the way we work. Through continued investment in research and development we have fortified
and further commercialized our existing product offerings. We have made them more scalable and rolled out features and capabilities that
speak directly to customer value. We have reached new markets and restructured how we promote, sell, and get paid.

 As part of our continued focus on innovation and operational
efficiency, we have made significant strides in the following technical areas:

 System Modularity – Adapting to Customer
Needs

 Historically, our RIP was delivered as a comprehensive,
standardized system. In 2024, we shifted towards a modular design approach, enabling customers to tailor RIP deployments to their specific
operational and regulatory requirements. This modularity allows for easier integration, reduced installation time, and optimized cost-efficiency,
as customers can now select only the Acquisition Modules (perspectives) they require. Whether a customer needs undercarriage railcar imaging
only or a full 360-degree all-around view, our new modular approach ensures that RIP solutions are adaptable to various industry needs.

 Moreover, this modularity is reflected in how we promote
and get paid for the RIP. Instead of a single, overarching software license, each Acquisition Module (formerly called a "perspective")
is now licensed separately under an annual software subscription model. This shift allows customers to pay only for the specific modules
they require, making the system more flexible and scalable while increasing long-term revenue generation. Additionally, we have eliminated
licensing fees for "Centraco", our system's central UI, ensuring seamless adoption and usability across deployments. By
moving to a per-module software licensing model, we have created a more flexible, scalable revenue structure that aligns pricing with
value, while also enabling us to capture greater recurring revenue from customers as they expand their use of the system over time.

 RIP-as-a-Service – A New Business Model for
Scalability

 In 2024, we introduced RIP-as-a-Service, offering
a flexible deployment and pricing model that lowers the barrier to entry for shippers, manufacturers, short-line railroads, and other
industry stakeholders. RIP-as-a-Service leverages the existing infrastructure of our RIP systems that are already deployed on Class 1
customer railroads. This innovative Software-as-a-Service (SaaS) model goes beyond simply utilizing the hardware, by unlocking the wealth
of safety and mechanical condition data it generates.

 This data is invaluable to a wide range of stakeholders
in the rail industry. Railcar owners and operators can gain real-time insights into the health of their fleets, allowing for proactive
maintenance and reduced downtime. Shippers can track the condition of their cargo throughout its journey, ensuring safe and timely delivery.
Railcar manufacturers can identify potential design flaws or recurring issues through in-field data, improving future models.

 In addition to enabling Duos Technologies to approach
a wider market, the RIP-as-a-Service offering aligns with the broader industry trend toward cloud-based and service-oriented solutions,
making our technology more accessible while ensuring long-term customer retention and recurring revenue growth.

 Laser Illumination – Enhanced Visibility
& Inspection Accuracy

 One of the most significant technological advancements
in 2024 has been our near completion of Laser Illumination technology for railcar inspections. Traditional lighting methods presented
challenges in harsh environmental conditions, such as low-light environments, extreme weather, and high-speed rail traffic.

 By designing and integrating high-intensity, precision
laser illumination, we have improved image quality and clarity, ensuring high-resolution data capture even in adverse conditions. In addition,
we greatly enhanced system durability, as laser technology requires less maintenance and offers longer operational lifespans compared
to traditional lighting solutions. Finally, replacing LED-based lighting with laser field illumination is expected to result in a 60-70%
reduction in hardware cost, allowing for greater margins.

 Advanced Notifications – Real-Time Intelligence
for Operators

 In 2024, we enhanced our notification and
alerting system to deliver real-time actionable insights and alarms to rail operators and railcar maintenance teams. Leveraging
AI-driven analytics and deep integration with customer workflows, our Advanced Notifications feature real-time and close-to-real
time alerts on critical railcar defects, ensuring rapid response and minimized downtime. Utilizing the enhanced notification
features along with the RIP's comprehensive API (Application Programming Interface), customers have the ability to integrate
alerts and alarms with customer-owned and third party systems. This capability is particularly useful for integrating with railroad
dispatch systems which can be configured to allow critical real-time alerts to be immediately sent to the locomotive operator.

 AI-Powered Self-Diagnostics – Maximizing
System Uptime

 One of the most groundbreaking advancements in 2024
has been the development and deployment of AI-powered self-diagnostics across our RIP platforms. This new capability allows our systems
to monitor their own health in real time, detect anomalies, and allow support personnel to proactively address potential issues before
they escalate. With this newly developed technology, we are taking advantage of information we already acquire to help determine if processes
are running according to expectations and within pre-determined operational parameters. For example, several purpose-built AI models are
used to inspect a sampling of images from each train scan. These AI models collectively evaluate and analyze a number of factors, such
as camera operation, camera focus and quality of illuminations. The system then generates a report back to the NOC (Network Operations
Center) alerting operators to current system conditions.

 Because the analysis is being performed after each
and every train scan, the information is always timely and up to date. Moreover, the comprehensive and detailed content of the information
significantly decreases the time spent manually troubleshooting abnormal system conditions, allowing personnel to more quickly take action
to address the situation, often times before the customer is aware of the issue.

 More than traditional remote diagnostics capabilities,
AI-driven self-diagnostics enables our customers to experience greater system reliability and enhanced operational efficiency, while potentially
decreasing the overall workload and effort for our support personnel.

 Duos Edge's mission is to bring advanced technology
to underserved communities, particularly in education, healthcare, and rural industries, by deploying high-powered edge computing solutions
that minimize latency and optimize performance. Duos Edge specializes in high-function Edge Data Center ("EDC") solutions
tailored to meet evolving needs in any environment. By focusing on providing scalable IT resources that seamlessly integrate with existing
infrastructure, its solutions expand capabilities at the network edge, ensuring data uptime onsite services. With the ability to provide
100 kW+ per cabinet, rapid 90-day deployment, and continuous 24/7 data services, Duos Edge aims to position its edge data centers within
12 miles of end users or devices, significantly closer than traditional data centers. This approach enables timely processing of massive
amounts of data for applications requiring real-time response and supporting current and future technologies without large capital investments.

 Duos Energy plans to build, own and operate efficient
and environmentally friendly U.S. energy projects to support Edge Data Centers and industries where power grid capacity is struggling
to keep up with demand. Beyond data centers, Duos Energy's offerings extend to industrial clients in sectors such as manufacturing,
oil and gas, mining, and microgrids. The Company's rapid response power plants are designed to meet urgent demands, particularly
in emergency scenarios, underscoring its commitment to providing reliable and flexible energy solutions.

 New APR Energy

 New APR, as of December 31, 2024, owns 850 Mega Watts
of power generation assets in the form of 30 mobile gas-powered turbine generators and related equipment to construct power plants and
operate the turbines that were acquired from Atlas Corp. and APR and its affiliates, along with certain trademarks, domain names and contracts.
New APR's majority owner is FIG; Duos has a 5% non-voting equity interest in New APR's ultimate parent. Duos' equity
interest has an initial value of approximately $7.2 million. The transaction closed on December 31, 2024. In connection with the transaction,
and the deployment and management of New APR's generation assets, Duos negotiated the AMA that became effective on January 1, 2025.
The AMA is expected to be in place for 24 months and is expected to generate $42 million in revenue for Duos during that period. The AMA
also has provisions for extensions. There are significant synergies between Duos and New APR, particularly in the areas of Data Center
power generation and related business development.

 Markets

 Market Expansion

 In 2024, the Company set in place a strategy, in concert
with the Board of Directors, to expand its target markets beyond the provision of scanning technology for moving vehicles. The decision
was taken to facilitate a faster growth path to profitability and positive free cash flow. After careful consideration, it was determined
that the overall response to the Company's offerings in the rail technology sector was overwhelmingly positive but the market may
take more years to fully adopt and the Company needed to factor the amount of capital that might be necessary to achieve significant market
penetration. It was therefore determined that the Company should use its existing technologies and highly skilled resources to enter markets
where the growth path was more defined. This approach fell into two distinct areas:

 1.
 Adapt some of the technology and processes for high-speed, localized,
data processing for the fast-growing demand in data centers to support AI and other compute intensive applications that were already in
place for the RIP.

 2.
 Utilize the existing management, operations and engineering skills that
were already in place in the Company to enter the fast growing market for "behind the meter" electrical power.

 This approach was formally adopted by the Company
in May 2024, and led to the formation of two new subsidiaries; Duos Edge AI ("Duos Edge") and Duos Energy Corporation ("Duos
Energy"). By the end of 2024, both subsidiaries were operating and in position to secure additional revenue streams starting in
2025.

 Edge Computing

 The market for edge data centers is experiencing significant
growth both in the United States and internationally, driven by the increasing demand for faster data processing, lower latency, and support
for emerging technologies like 5G, IoT, and AI. Although not an explicit market target for Duos in the past, in fact, the Company has
wide ranging and extensive experience in the provision of Edge Computing through its RIPs of which 13 are in operation across North America
today with two more under construction on the Northeast US rail corridor. Each of these RIPs has a full edge data center provisioned complete
with the infrastructure (racks, air handling and conditioning, electrical power and security) capable of providing the high-speed information
processing "at the edge", necessary to provide the Duos customers access to the data in under 60 seconds, something that would
not be possible by operating via the cloud into a more traditional data center.

 Duos is taking advantage of its many years of operational
experience to expand its offerings into key markets requiring localized, high-speed processing.

 United States Market

 The edge data center market in the United States is
projected to grow substantially, according to Grand View Research. In 2023, the market generated revenues of approximately $2.56 billion
and is expected to reach around $8.34 billion by 2030, with a compound annual growth rate (CAGR) of 18.4% from 2024 to 2030. This growth
is fueled by the need for localized data processing to support applications in IT and telecom, BFSI (banking, financial services, and
insurance), healthcare, manufacturing, and other sectors. Specifically, Duos is initially focused on partnering with rural communities
(Tier 3 and 4 markets) and provisioning Edge Data Centers in these markets for access by both the local governments and distributed processing
requirements for commercial clients who are expected to rent space within Duos Edge data centers. Duos ended 2024 with six Edge data centers
that were in the process of being installed and prepared for operations.

 International Market

 There are currently no plans to expand Duos Edge internationally
but the Company will look at opportunities if and as they arise. Globally, the edge data center market was valued at $9.30 billion in
2022 and is expected to grow to $41.60 billion by 2030, exhibiting a CAGR of 20.9% during the forecast period according to Fortune Magazine
"Insights". Key regions driving this growth include North America outside of the US, Europe, Asia-Pacific, Latin America,
and the Middle East & Africa. The market is particularly strong in countries like China, Japan, Germany, and Canada.

 Key Drivers and Trends

 The following factors are the key drivers behind the
anticipated growth in this market including:

 5G and IoT Proliferation: The
rollout of 5G networks and the expansion of IoT devices are major drivers, as they require edge data centers to handle the increased data
traffic and provide low-latency processing.

 AI and Machine Learning: The
integration of AI and machine learning technologies is expected to further boost the demand for edge data centers, as these applications
often require real-time data processing.

 E-commerce and OTT Services:
The growth of e-commerce platforms and over-the-top (OTT) streaming services is also contributing to the demand for edge data centers
to ensure faster content delivery and improved user experiences.

 Government Initiatives: Various
government initiatives to enhance digital infrastructure and attract investments in smaller data centers are supporting market growth.

 Despite the promising growth, the market faces challenges
such as high initial investment costs, data security concerns, and the need for skilled professionals to manage and maintain edge data
centers. Duos believes that it addresses each of these areas, giving it advantages in the deployment and provisioning of Edge Data Centers.
For example, due to the long-term nature of financial engagements for leasing rack space, Duos has been successful in attracting initial
funding for its first six edge data centers and expects to be successful in attracting additional capital for expansion. In addition,
the Company's long experience in providing this functionality as part of a RIP leads management to believe that it has the ability
to address the other challenges and serve as a key differentiator against other competitors.

 Overall, the edge data center market is poised for
robust growth, driven by technological advancements and the increasing need for efficient data processing closer to end-users.

 Electrical Power Provision

 The market for "behind the meter"
(BTM) electrical power solutions is growing rapidly, especially for data centers and other energy-intensive operations. BTM systems
allow facilities to generate their own power on-site or near-site, reducing reliance on the grid and enhancing energy resilience.
Although Duos does not directly own power generation facilities, its management and a considerable number of its staff have wide
ranging experience in deploying this type of solution in a rapid manner where collectively, the staff has installed and operated
over 30 different installations in the past 10 years. In addition, the AMA has significantly advanced Duos shareholder value. This
increase in value is expected to be accomplished in the next several years by the following Key Drivers:

 Rising Energy Demands: Data
centers are experiencing soaring energy demand due to the increasing use of AI, cloud services, and IoT.

 Grid Challenges: Obtaining sufficient
power from the grid can be challenging due to lengthy interconnection processes and infrastructure limitations.

 Sustainability Goals: There
is a strong push towards renewable energy sources to meet sustainability targets. Duos key personnel are able to integrate renewable energy
sources with thermal solutions where natural gas is the cleanest source of thermal energy for the current time.

 There are a number of key benefits for the use of
BTM solutions:

 Cost Savings: By generating
power on-site, data centers can reduce energy costs and avoid peak demand charges.

 Faster startup for new operations
where new installations are delayed by years due to lack of available grid power.

 Flexibility allowing the deployment
to certain regions where the costs of operations may be lower.

 Resilience in that BTM systems
provide a reliable power supply, crucial for operations that require high availability.

 Environmental Impact using the
ability to utilize renewable energy sources like solar or wind in conjunction with thermal operations.

 Market Outlook

 According to datacenterknowledge.com and powermag.com,
all of the drivers and benefits cited above will drive the BTM energy market growth over the next several years. The market is expected
to grow as more data centers and other facilities adopt these solutions to meet their energy needs sustainably and efficiently. This trend
is driven by the need for reliable power, cost efficiency, and environmental responsibility.

 In-motion Vehicle Inspection

 We believe the opportunity for our RIP business is
substantial and continues to be a priority along with our investments and activities in the new markets recently entered. We are currently
engaged with the RIP solution with three of seven Class 1 railroad operators with 13 systems already deployed across the North American
rail network. Because of our early leadership position, we have been able to accumulate experience and intellectual property that we believe
would be time-consuming and expensive for a new competitor to replicate. In particular, we have expanded our IP portfolio by the addition
of 3 new patents in 2024 alone, with the total number of patents now at 11. Furthermore, we believe we have the ability to upgrade and
scale our solutions with additional technologies in the future. We believe that the current market for our technologies is substantial.
At the same time, we recognize that the technology life cycle is fast and evolving. Potential competitors are moving into this sector,
and some Class 1 railroads are developing their own solutions that could limit our total addressable market.

 In late 2022, the Company announced it will pursue
a subscription platform for the RIPs and in 2024, the Company entered a long-term agreement with CN Railways for the management of seven
Duos RIPs owned by them in exchange for full data access to be used for marketing subscription data to approximately 3,000 railcar owners
and lessors. Under this new model, the Company may also build, own and operate its RIP product and offer the data access for each portal
to potential customers. This expansion of the RIP offering would potentially open up the addressable market to other potential users of
the data or even the provision of customized solutions for industrial owners of railcar operations such as the petrochemical industry.
While this shift could increase the pool of potential customers by lowering the entry point for the RIP and potentially reshape the Company's
working capital needs to invest in the construction of a RIP ahead of customer revenue inflows, the Company is still evaluating the potential
market for this offering. The Company continues to explore this expansion on the long-term effects it may have on future cash flows, and
remains in discussions with a number of potential customers.

 Another market we continue to explore is using our
technologies for the scanning and management of other moving vehicles including trucks, buses and potentially aircraft. Potential customers
include commercial retail logistics and intermodal operators, Class 1 rail intermodal operators that are moving large amounts of automobiles,
and U.S. Government agencies such as the Department of Defense and the Department of Homeland Security. Although we have previously identified
over 900 lanes of traffic within nearly 300 facilities as potential business opportunities in the near-term, we are not actively pursuing
this at this time, but rather deploying our resources to the new markets described above. We continue limited R&D operations in these
areas however and have filed a number of patents for consideration.

 Patents and Trademarks

 The Company owns a number of patents and trademarks
for our technology solutions. We protect our intellectual property rights by relying on federal, state, and common law rights, as well
as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment
agreements with all of our employees and contractors, and confidentiality agreements with third parties. We also actively engage in monitoring
activities with respect to infringing uses of our intellectual property by third parties.

 Specific Areas of Competition

 One of our primary commercial goals is to develop
innovative technology solutions and target potential "greenfield" market spaces in order to maximize our business footprint
and give us the ability to help define the market parameters for the future. More recently, we have expanded our operations into two additional
markets as described previously. We now operate in 3 distinct markets, in some cases using related technologies from our different solutions.
For example, the Duos Edge installs and operates Edge data centers that are similar to the RIP Edge Data Centers. Some power solutions
will be related to fast or temporary power provided for our RIPs or EDCs. Nonetheless, competitors are unique to each market and are described
below as they relate to those market segments.

 Duostech Railcar Inspection Portal

 Companies that participate in the visual and optical
(laser) based railcar inspection systems market include Wabtec (Beena Vision), Ensco (KLD Labs), WID, IEM, and Camlin Rail. Some Class
1 railroads have stated that they are developing "in-house" solutions. We believe that Duos has a significant competitive
advantage in that we have multiple years of deployment experience, have access to millions of images where our RIP has performed scans
with AI analysis and in-house industry expertise to train our systems and make identification of common problems more automated. We believe
that some of the Class 1 railroads are deploying platforms for the development of AI algorithms, specifically with Cogniac which could
be construed as competitive with Duos developed Algorithms. In evaluating the performance of these algorithms and based on reports from
our customers, we believe they are having limited success with these self-developed algorithms. While we expect to cooperate with our
customers as necessary, we will reserve the right to refuse such cooperation where we believe that a particular vendor or technology supplier
may be violating our intellectual property. At this time we are investigating at least three such potential conflicts and have notified
each party of potential infringements.

 While we have indicated previously that our Automated
Logistics Information System (ALIS) also represents an opportunity to expand into a mature market that we believe has a significant technology
gap we are not aggressively pursuing this market at the present time. While most facilities, such as distribution centers, that
process commercial trucks in and out have sophisticated software management applications for logistics control, they have most often not
implemented an advanced gatehouse automation solution. Historically, this category was referred to as "Automated Gate Systems"
or AGS. The purpose of AGS technology is to streamline entry in and exit out of facilities. The marketplace for this was mostly
seaports and intermodal transfer facilities and was relatively expensive technology to deploy. We will continue to review opportunities
in this market if they arise.

 Duos Edge AI Datacenters

 The edge data center market is highly competitive,
and according to datamation, encora advisors and Polaris market research there are several key players leading the industry. The following
companies are acknowledged to be participants in this market:

 American Tower is known
for leveraging its extensive telecommunications infrastructure to establish edge data centers quickly and efficiently.

 EdgeConneX specializes
in providing customizable and scalable edge data centers, focusing on reducing latency and improving data processing speed.

 Cloudflare offers edge
computing solutions that enhance connectivity and performance, particularly for web applications and content delivery.

 Switch is known for its
innovative transportable edge data pods, which provide flexibility and rapid deployment.

 AWS (Amazon Web Services)
provides a comprehensive suite of cloud services, including edge services that allow users to deploy APIs and tools closer to their endpoints.

 Each of these companies is considered to be at the
forefront of the edge data center market, driving innovation and meeting the growing demand for low-latency, high-performance data processing.

 Duos Edge AI is a recent entrant to the market although
it has been engaged in the provision of high-performance local processing for more than 10 years through the provision of EDCs connected
with its RIP technology. Duos Edge AI differs from the competitors above in the following ways:

 1.
 Focus on certain markets (rural, local government and industry also known
as "Tier 3 and 4 markets").

 2.
 Specialization via adaptive, versatile, and streamlined edge data center
solutions tailored to meet evolving needs in various environments.

 3.
 Partnerships by working with industry participants. For example, it recently
partnered with Accu-Tech to accelerate the deployment of edge computing infrastructure across the U.S., targeting underserved markets
such as regional school districts in largely rural states such as Texas.

 4.
 Technological Edge, emphasizing machine vision and artificial intelligence
to enhance data processing and analysis such as it has done previously with its Railcar Inspection Portal

 5.
 Management expertise where the leader of that business is a 30-year industry
veteran with extensive connections to large industry players and backed by extensive operational experience through the Duos operations
team.

 6.
 Access to significant inventory of mobile power solutions for backup or
even primary power.

 Duos Energy Corp Services

 Duos Energy Corporation primarily services the
AMA and as such does not have direct competitors. Duos Energy started operations in late 2024 and will be extensively engaged in support
operations for New APR in 2025 and 2026 in conjunction with the AMA. New APR shares some management and operational personnel with Duos
and is engaged in commercial activities to quickly deploy available power assets.

 The availability of these assets is a significant
competitive advantage to Duos Edge AI in their growth of the data center business and related opportunities. While competition exists
in these markets, the current high demand for power and lack of available assets puts APR Energy and (indirectly) Duos in a significant
position of competitive advantage.

 Our Growth Strategy

 Vision

 The Company designs, develops, deploys and operates
in three distinct but related market segments and deploys intelligent technology solutions in support of the fast growing demand for efficient
data centers, power solutions for immediate implementation of those data centers where grid power is not immediately available as well
as for its original product set for inspecting and evaluating moving objects. The technology application focus has expanded beyond the
traditional rail and intermodal markets and into the world of high-speed data access, low latency communications as well as offering imaging-based
automatic inspection and analysis for process.

 Objectives

 The Company has set itself the following objectives
to support this vision:

 •

 Significantly grow our revenue for 2025 and beyond by engaging in additional markets for data center deployment and associated power delivery.

 •

 Achieve breakeven and profitability in 2025 by rationalizing our operating costs over a larger revenue base.

 •

 Form strategic partnerships that improve market access and credibility.

 •

 Improve policy, processes, and toolsets to become a viable platform for internal growth and for mergers and acquisitions.

 •

 Thoughtfully execute mergers and acquisitions to expand offerings and/or capabilities.

 •

 Promote a performance-based workforce where employees enjoy their work and are incentivized to excel and innovate.

 Organic Growth

 Our organic growth strategy is to generate significant
new business for the Company directly through its new subsidiaries and indirectly through its AMA. We will continue our focus and prioritization
in the rail, logistics and intermodal market space but intend to drive efficiencies in the personnel resources allocated to that line
of business through utilization of key staff in other areas. In this regard, the Company has made significant changes in the senior management
team to include a new divisional President, who joined the Company in July 2024 as the senior leader of our new subsidiary Duos Edge AI
and has more than 30 years of experience successfully leading start-up ventures in the data center industry. In addition, the appointment
of our CEO as the Executive Chairman and CEO of New APR brings Duos leadership to that organization. The team also saw a change in CFO
in Q2 2024 with the return of our former CFO as a highly experienced senior public company executive to assist the CEO with transforming
the Company going forward. Finally, late in 2024, a new Chief Operating Officer was appointed with leadership skills that span operational
environments including the new power industry target for the asset management agreement.

 In addition to the CEO's
joint role, the new divisional President will serve in a joint role as Chief Commercial Officer at New APR and the newly appointed COO
and General Counsel will also serve in joint roles for Duos and New APR. The joint leadership team's focus is to oversee operational
and technical execution which will in turn enable the commercial side of the business to expand the Company's business into new
markets and customers.

 Manufacturing and Assembly

 The Company designs and develops technology solutions
using a combination of in-house fabrication, commercial off-the-shelf technology, and outsourced manufacturing. This methodology will
continue and be applied to our new subsidiaries where on-site installations are performed using a combination of in-house project managers
and engineers and using third-party sub-contractors as needed. Throughout the process of design, develop, deploy and operate, the Company
maintains responsibility for all aspects. Our internal manufacturing operations consist primarily of materials procurement, assembly,
testing and quality control by our engineers. If not manufactured internally, we use third-party manufacturing partners to produce our
hardware related components and hardware products and we most often complete final assembly, testing and quality control processes for
these components and products. Our manufacturing processes are based on standardization of components across product types, centralization
of assembly and distribution centers, and a "build-to-order" methodology in which products generally are built only after
customers have placed firm orders. For most of our hardware products, we have existing alternate sources of supply.

 In the rail industry, the time from concept to contract
can be substantial but is offset by an anticipated faster time to market in both the data center and power industries due to high expected
demand for our offerings. Although we are now adapting to these new markets, previous bids that have been submitted in the rail industry
could be challenging to execute within the financial framework and execution times originally envisaged due to significant delays by one
of our major customers. We continue to have dialogue with that customer regarding potential price increases and implementation delays,
but we may suffer some economic impacts because of this. Revenue recognition could be delayed as a result of these factors and profitability
could be impacted due to higher costs for materials and other services in that specific subsidiary. The Company will continue to monitor
the situation and update shareholders as the project progresses.

 Research and Development

 The Company's R&D and software development
teams design and develop all systems and software applications with a combination of full-time in-house software engineers and outside
contractors, although the use of outside contractors was substantially reduced in 2024. Internal development allows us to maintain technical
control over the design and development of our products. Rapid technological advances in hardware and software development, evolving standards
in computer hardware and software technology, and changing customer requirements characterize the markets in which we compete. We plan
to continue to dedicate resources to research and development efforts, including software development, to maintain and improve our current
product and services offerings. We have been successful in obtaining key patents for some of these developments.

 Government Regulations

 The Company has worked with various agencies of the
federal government for more than 10 years including the Department of Homeland Security ("DHS"). When our solutions have been
deployed into these agencies, they meet specific requirements for certification, safety and security that are stipulated in requirements
and contract documents. The Company is currently competing for other government related work and strictly follows the rules and regulations
outlined in the Federal Acquisition Regulations.

 The Company's rail customers are all governed
by regulations related to the safe and effective transportation of goods and passengers, primarily by rail, but in future scenarios by
air, road and sea. While changes in the regulatory environment could impact on the Company in future years, we believe any changes will
be generally positive for the Company. We continuously review potential changes in the regulatory environment and maintain contact with
key personnel at certain agencies including the Federal Railroad Administration (FRA), the Transportation Security Administration (TSA)
as well as the DHS previously mentioned. We expect to develop similar relationships with governmental agencies in target markets both
in the US and internationally. At this time, we believe our offerings are complementary to the current and evolving standards and that
we will adapt to any new regulations as they are promulgated.

 We also work closely with state and local governments,
particularly in the provision of Edge Data Centers to make sure that we comply with local zoning ordinances and other regulatory requirements.
Additionally, we comply with all necessary requirements as they might relate to our power business including emissions. In certain cases,
we have provisioned for the addition of additional exhaust gas emissions cleaning technologies, although the cost of this will be borne
by New APR Energy.

 Employees

 We have a current staff of 86 employees, of which
79 are full-time, the majority of which work in the Jacksonville area, none of which are subject to a collective bargaining agreement.
We have not experienced any work stoppages and we consider our relationship with our employees to be good.

 Item 1A. Risk Factors.

 Risks Related to Our Company and Business

 The nature of the technology management platforms
utilized by us are complex and highly integrated, and if we fail to successfully manage releases or integrate new solutions, it could
harm our revenues, operating income, and reputation.

 The technology platforms developed and designed by
us accommodate integrated applications that include our own developed technology and third-party technology, thereby substantially increasing
their functionality.

 Due to this complexity and the condensed development
cycles under which we operate, we may experience errors in our software, corruption or loss of our data, or unexpected performance issues
from time to time. For example, our solutions may face interoperability difficulties with software operating systems or programs being
used by our customers, or new releases, upgrades, fixes or the integration of acquired technologies may have unanticipated consequences
on the operation and performance of our other solutions. If we encounter integration challenges or discover errors in our solutions late
in our development cycle, it may cause us to delay our launch dates. Any major integration or interoperability issues or launch delays
could have a material adverse effect on our revenues, operating income and reputation.

 We may be adversely affected
by the effects of inflation and supply chain disruption.

 Our business operates in an environment
of long bid to contract award cycles. Our customer's bid requirements are such that firm pricing is expected on much or all of our
proposals and as such we must commit to certain commercial terms and conditions such as pricing. In addition, the Company hires employees
and contractors to perform most (if not all) of the work required to complete a contract. We have experienced, and expect to continue
to experience, impacts of inflation upon previously forecasted costs including employees that require higher salaries, contractors demanding
higher prices for jobs and higher costs for materials necessary to complete contracts. While we endeavor to charge additional costs to
our customers, in some cases this may not be possible contractually and as a result our profitability may suffer as a result. Although
we anticipate these effects to be mitigated in the long term, we cannot be assured that this will be possible in all or any instances
and as such our revenue, profitability and growth prospects may suffer as a result of this.

 Current supply chain issues continue to extend deadlines
for shipment of key components used in our technology systems. The effect of this may be to delay revenue recognition. W e
have experienced and expect to continue to experience delays to our business operations resulting from lack of materials availability,
delays in securing key components such as video cameras requiring certain computer chips, and other material and personnel shortages that
may impact our ability to implement our products and services in a timely manner or meet required milestones or customer commitments.
In addition, higher costs for travel may adversely impact our business, financial condition, operating results and cash flows.
This has made it necessary for the Company to order certain components prior to receiving a contract to ensure we have key components
available when necessary to satisfy future contract obligations.

 Our products and services may fail to keep pace
with rapidly changing technology and evolving industry standards.

 The markets in which we operate are characterized
by rapid, and sometimes disruptive, technological developments, evolving industry standards, frequent new product introductions and enhancements
and changes in customer requirements. In addition, both traditional and new competitors are investing heavily in our market areas and
competing for customers. As next-generation video analytics technology continues to evolve, we must keep pace in order to maintain or
expand our market position. We continue to introduce new product offerings focused on automating mechanical and security inspections in
the rail, logistics, intermodal and government sectors as potential revenue drivers. If we are not able to successfully add staff resources
with sufficient technical skills to develop and bring these new products to market in a timely manner, achieve market acceptance of our
products and services or identify new market opportunities for our products and services, our business and results of operations may be
materially and adversely affected.

 The market opportunity for our products and
services may not develop in the ways that we anticipate.

 The demand for our products and services could change
quickly and in ways that we may not anticipate. Our operating results may be adversely affected if the market opportunity for
our products and services does not develop in the ways that we anticipate or if other technologies become more accepted or standard in
our industry or disrupt our technology platforms.

 Our revenues are dependent on general economic
conditions and the willingness of enterprises to invest in technology.

 We believe that operators in the business sectors
we are focused on continue to be cautious about sustained economic growth and seek to maintain or improve profitability through cost control
and constrained spending. While our core technologies are designed to address cost reduction, other factors may cause companies to delay
or cancel capital projects, including the implementation of our products and services. In addition, the business sectors in which we are
focused are under financial pressure to reduce capital investment which may make it more difficult for us to close large contracts in
the immediate future. We believe there is a growing market trend toward more customers exploring operating expense models as opposed to
capital expense models for procuring technology. We believe the market trend toward operating expense models will continue as customers
seek ways of reducing their overhead and other costs. All of the foregoing may result in continued pressure on our ability to increase
our revenue and may potentially create competitive pricing pressures and price erosion. If these or other conditions limit our ability
to grow revenue or cause our revenue to decline our operating results may be materially and adversely affected.

 Our working capital profile may shift over time
to require additional investment.

 Historically, the Company has leveraged significant
milestone payments at a contract onset to fund the purchase of required materials. Expansion into a subscription format would allow the
Company to potentially transact faster and more routinely with a larger customer base than it has previously had. In certain instances
where the Company plans to build, own and operate its own assets, it will require a different working capital and capitalization strategy
whereby the Company will be required to make upfront investments without significant customer milestone payments to offset the investment.
The Company believes that this presents a short-term capital risk but is expected, long-term, to improve the overall performance of the
business.

 Some of our competitors are larger and have
greater financial and other resources than we do.

 Some of our product offerings compete and will compete
with other similar products from our competitors. These competitive products could be marketed by well-established, successful companies
that possess greater financial, marketing, distribution, personnel and other resources than we possess. In certain instances, competitors
with greater financial resources also may be able to enter a market in direct competition with us offering attractive marketing tools
to encourage the sale of products that compete with our products or present cost features that our target end users may find attractive.

 We have a history of losses and our growth plans
may lead to additional losses and negative operating cash flows in the future.

 Our accumulated deficit was approximately $74 million
as of December 31, 2024. Our operating losses may continue as we continue to expend resources to further develop and enhance our market
expansion, to complete prototyping for proof-of-concept, obtain regulatory clearances or approvals as required, expand our business
development activities and finance capabilities and conduct further research and development. We also expect to experience negative cash
flow in the short term until our revenues and margins increase at a rate greater than our expenses, which may not occur.

 We may be unable to protect our intellectual
property, which could impair our competitive advantage, reduce our revenue, and increase our costs.

 Our success and ability to compete depend in part
on our ability to maintain the proprietary aspects of our technologies and products. We rely on a combination of trade secrets, patents,
copyrights, trademarks, confidentiality agreements, and other contractual provisions to protect our intellectual property, but these measures
may provide only limited protection. We customarily enter into written confidentiality and non-disclosure agreements with our employees,
consultants, customers, manufacturers, and other recipients of information about our technologies and products and assignment of invention
agreements with our employees and consultants. We may not always be able to enforce these agreements and may fail to enter into any such
agreement in every instance when appropriate. We license from third-parties certain technology used in and for our products. These third-party
licenses are granted with restrictions; therefore, such third-party technology may not remain available to us on terms beneficial to us.
Our failure to enforce and protect our intellectual property rights or obtain from third parties the right to use necessary technology
could have a material adverse effect on our business, operating results, and financial condition. In addition, the laws of some foreign
countries do not protect proprietary rights as fully as do the laws of the United States.

 Patents may not be issued from the patent applications
that we have filed or may file in the future. Our issued patents may be challenged, invalidated, or circumvented, and claims of our patents
may not be of sufficient scope or strength, or issued in the proper geographic regions, to provide meaningful protection or any commercial
advantage. We have registered certain of our trademarks in the United States and other countries. We cannot assure you that we will obtain
registrations of principal or other trademarks in key markets in the future. Failure to obtain registrations could compromise our ability
to protect fully our trademarks and brands and could increase the risk of challenge from third parties to our use of our trademarks and
brands.

 We may be required to incur substantial expenses
and divert management attention and resources in defending intellectual property litigation against us.

 We cannot be certain that our technologies and products
do not and will not infringe on issued patents or other proprietary rights of others. While we are not currently subject to any infringement
claim, any future claim, with or without merit, could result in significant litigation costs and diversion of resources, including the
attention of management, and could require us to enter into royalty and licensing agreements, any of which could have a material adverse
effect on our business. We may not be able to obtain such licenses on commercially reasonable terms, if at all, or the terms of any offered
licenses may be unacceptable to us. If forced to cease using such technology, we may be unable to develop or obtain alternate technology.
Accordingly, an adverse determination in a judicial or administrative proceeding, or failure to obtain necessary licenses, could prevent
us from manufacturing, using, or selling certain of our products, which could have a material adverse effect on our business, operating
results, and financial condition.

 Furthermore, parties making such claims could secure
a judgment awarding substantial damages, as well as injunctive or other equitable relief, which could effectively block our ability to
make, use, or sell our products in the United States or abroad. Such a judgment could have a material adverse effect on our business,
operating results, and financial condition. In addition, we are obligated under certain agreements to indemnify the other party in connection
with infringement by us of the proprietary rights of third parties. In the event that we are required to indemnify parties under these
agreements, it could have a material adverse effect on our business, financial condition, and results of operations.

 We may incur substantial expenses and divert
management resources in prosecuting others for their unauthorized use of our intellectual property rights.

 Other companies, including our competitors, may develop
technologies that are similar or superior to our technologies, duplicate our technologies, or design around our patents, and may have
or obtain patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our products.
Although we do not have operations outside North America at this time, we may compete for contracts in other countries in the future.
Effective intellectual property protection may be unavailable, or limited, in some foreign countries in which we may do business, such
as China. Unauthorized parties may attempt to copy or otherwise use aspects of our technologies and products that we regard as proprietary.
Our means of protecting our proprietary rights in the United States or abroad may not be adequate or competitors may independently develop
similar technologies. If our intellectual property protection is insufficient to protect our intellectual property rights, we could face
increased competition in the market for our technologies and products.

 Should any of our competitors file patent applications
or obtain patents that claim inventions also claimed by us, we may choose to participate in an interference proceeding to determine the
right to a patent for these inventions, because our business would be harmed if we fail to enforce and protect our intellectual property
rights. Even if the outcome is favorable, this proceeding could result in substantial cost to us and disrupt our business.

 In the future, we also may need to file lawsuits to
enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights
of others. This litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources, which could
have a material adverse effect on our business, financial condition, and results of operations.

 If we are unable to apply technology effectively
in driving value for our clients through technology-based solutions or gain internal efficiencies and effective internal controls through
the application of technology and related tools, our operating results, client relationships, growth and compliance programs could be
adversely affected.

 Our future success depends, in part, on our ability
to anticipate and respond effectively to the threat and opportunity presented by new technology disruption and developments. These may
include new software applications or related services based on artificial intelligence, machine learning, or robotics. We may be exposed
to competitive risks related to the adoption and application of new technologies by established market participants or new entrants, start-up
companies and others. These new entrants are focused on using technology and innovation, including artificial intelligence, to simplify
and improve the client experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the
industries in which we operate. We must also develop and implement technology solutions and technical expertise among our employees that
anticipate and keep pace with rapid and continuing changes in technology, industry standards, client preferences and internal control
standards. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis and our ideas
may not be accepted in the marketplace. Additionally, the effort to gain technological expertise and develop new technologies in our business
requires us to incur significant expenses. If we cannot offer new technologies as quickly as our competitors, or if our competitors develop
more cost-effective technologies or product offerings, we could experience a material adverse effect on our operating results, client
relationships, growth and compliance programs.

 We are dependent on information technology networks
and systems to securely process, transmit and store electronic information and to communicate among our locations around North America
and with our people, clients, partners and vendors. As the breadth and complexity of this infrastructure continues to grow, including
as a result of the use of mobile technologies, social media and cloud-based services, the risk of security breaches and cyberattacks increases.
Such breaches could lead to shutdowns or disruptions of or damage to our systems and those of our clients, alliance partners and vendors,
and unauthorized disclosure of sensitive or confidential information, including personal data. In the past, we have experienced data security
breaches resulting from unauthorized access to our and our service providers' systems, which to date have not had a material impact
on our operations, however, there is no assurance that such impacts will not be material in the future.

 In providing services and solutions to clients, we
may be required to manage, utilize and store sensitive or confidential client data, possibly including personal data, and we anticipate
these activities to increase, including through the use of artificial intelligence, the internet of things and analytics. Unauthorized
disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud, misappropriation, or
other intentional or unintentional acts, could damage our reputation, could cause us to lose clients and could result in significant financial
exposure. Similarly, unauthorized access to our or through our or our service providers' information systems or those we develop
for our clients, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized
crime and/or state-sponsored organizations, who continuously develop and deploy viruses, ransomware or other malicious software programs
or social engineering attacks, could result in negative publicity, significant remediation costs, legal liability, damage to our reputation
and government sanctions and could have a material adverse effect on our results of operations. Cybersecurity threats are constantly expanding
and evolving, thereby increasing the difficulty of detecting and defending against them and maintaining effective security measures and
protocols.

 We depend on key personnel who would be difficult
to replace, and our business plan will likely be harmed if we lose their services or cannot hire additional qualified personnel.

 Our success depends substantially on the efforts
and abilities of our senior management and certain key personnel. The competition for qualified management and key personnel,
especially engineers, is intense. Although we maintain non-competition and non-disclosure covenants with all our key personnel, we
do not have employment agreements with many of them. The loss of services of key employees, or the inability to hire, train, and
retain key personnel, especially engineers and technical support personnel, could delay the development and sale of our products,
disrupt our business, and interfere with our ability to execute our business plan.

 Under the Asset Management Agreement, New APR will
share certain management functions with the Company and its subsidiaries, including the Chief Executive Officer, Chief Operating Officer,
Chief Commercial Officer and General Counsel, and other services will be provided by the Company in a combination of direct staffing with
specific experience in the power generation industry and other functions as necessary via a "shared services" agreement. This
may at times affect such employees', including members of senior management, ability to devote time, attention, and effort to the
Company.

 Due to our dependence on a limited number of
customers, we are subject to a concentration of credit risk.

 For the year ended December 31, 2024, four customers
accounted for 34%, 31%, 13% and 12% of revenues. For the year ended December 31, 2023, three customers accounted for 48%, 30%, and 11%
of revenues. In all cases, there are no minimum contract values stated. Each contract covers an agreement to deliver a rail inspection
portal which, once accepted, must be paid in full, with 30% or more being due and payable prior to delivery. The balances of the contracts
are for service and maintenance which is paid annually in advance with revenues recorded ratably over the contract period.

 As of December 31, 2024, three customers accounted
for 73%, 17% and 10% of our accounts receivable. In the case of insolvency by one of our significant customers, accounts receivable with
respect to that customer might not be collectible, might not be fully collectible, or might be collectible over longer than normal terms,
each of which could adversely affect our financial position. This concentration of credit risk makes us more vulnerable economically.
The loss of any of these customers could materially reduce our revenues and net income, which could have a material adverse effect on
our business. We expect this concentration risk will increase due to the significance of the anticipated revenues under the AMA with New
APR.

 Our anticipated business growth is highly dependent
on an Asset Management Agreement with New APR Energy.

 The Company is expecting to report improved revenues
and potentially achieve profitability during fiscal year 2025. That expectation is based on substantial revenues being achieved from the
AMA with New APR. Although the Company has some influence on that agreement, we are dependent on the market for "behind the meter"
power growing as anticipated. If the market should not grow as anticipated or due to some other circumstances either within or beyond
our control, revenues recognized from this agreement could be substantially less than expected which would have a material impact on the
agreement or lead to its cancellation.

 In addition, New APR's business may be affected
by new technologies or changes in the industry, regulations, and customer requirements, which may render its existing power, generating
solutions obsolete, excessively costly or otherwise unmarketable. Its competitive position may then be impaired, which could have a material
adverse effect on the Company's business.

 The term of the AMA is for two years and it may be
extended at the option of New APR. There is no assurance, however, that it will be extended and it may be terminated under certain circumstances.

 Changes in the Availability of Government Financing
May Adversely Affect Our Customer's Ability to Enter Into Major Capital Projects, such as Data Centers.

 The strategy of our Duos Edge subsidiary is to serve
rural communities, also known as Tier 3 and 4 markets, and install Edge data centers in these locations. The customers for which we might
build these Edge data centers may be dependent on Government grants or financing to assist them to complete these projects. Any reductions
in the availability of such grants or financing may adversely affect the ability of these parties to enter into such projects.

 Risks Related to Our Common Stock

 There is currently not an active liquid trading market for the Company's
common stock.

 Our common stock is quoted on the Nasdaq Capital Market
tier under the symbol "DUOT". However, there is currently limited active trading in our common stock. Although there are periodic
volume spikes from time to time, we cannot give assurance that a consistent, active trading market will develop. If an active market for
our common stock develops, there is a significant risk that our stock price may fluctuate in the future in response to any of the following
factors, some of which are beyond our control:

 •

 Variations in our quarterly operating results;

 •

 Announcements that our revenue or income are below analysts' expectations;

 •

 General economic downturns;

 •

 Sales of large blocks of our common stock; and

 •

 Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments.

 You may experience dilution of your ownership
interest due to future issuances of our securities.

 We are in a capital-intensive business, and we may
not have sufficient funds to finance the growth of our business or to support our projected capital expenditures. As a result, we may
require additional funds from future equity or debt financing, including potential sales of preferred shares or convertible debt, to complete
the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously
authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our common stock. We are currently
authorized to issue 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. We may also issue additional shares of
common stock or other securities that are convertible into or exercisable for common stock in future public offerings or private placements
for capital raising purposes or for other business purposes. The future issuance of a substantial number of shares of common stock into
the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our common
shares. A decline in the price of our common stock could make it more difficult to raise funds through future offerings of our common
stock or securities convertible into common stock.

 Our Board of Directors may issue and fix the
terms of shares of our Preferred Stock without stockholder approval, which could adversely affect the voting power of holders of our Common
Stock or any change in control of our Company.

 Our Articles of Incorporation authorize the issuance
of up to 10,000,000 shares of "blank check" preferred stock, with such designation rights and preferences as may be determined
from time to time by the Board of Directors. Our Board of Directors is empowered, without shareholder approval, to issue shares of preferred
stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of
the holders of our common stock. In the event of such issuances, the preferred stock could be used, under certain circumstances, as a
method of discouraging, delaying, or preventing a change in control of our Company.

 We recently completed an "At the Market"
(ATM) offering and may consider registering additional shares using our S3 shelf registration facility.

 We currently have an active shelf registration statement
(S-3). We are able to file a supplement to raise potentially as much as $16.5 million under the "baby shelf" rules and use
a new ATM to raise additional capital. The future issuance of a substantial number of shares of common stock into the public market, or
the perception that such issuance could occur, could adversely affect the prevailing market price of our common shares. A decline in the
price of our common stock could make it more difficult to raise funds through future offerings of our common stock or securities convertible
into common stock.

 We do not expect to pay dividends and investors
should not buy our common stock expecting to receive dividends.

 We do not anticipate that we will declare or pay any
dividends in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our common stock if the
price appreciates. You should not purchase our common stock expecting to receive cash dividends. Accordingly, our stockholders will not
realize a return on their investment unless the trading price of our common stock appreciates, which is uncertain and unpredictable. In
addition, because we do not pay dividends, our common stock may be less attractive, which may cause us to have trouble raising additional
funds which could affect our ability to expand our business operations.

 Our operating results are likely to fluctuate from period to period.

 We anticipate that there may be significant fluctuations in our future
operating results. Potential causes of future fluctuations in our operating results may include:

 •

 Period-to-period fluctuations in financial results

 •

 Issues in manufacturing products

 •

 Unanticipated potential product liability claims

 •

 The introduction of technological innovations or new commercial products by competitors

 •

 The entry into, or termination of, key agreements, including key strategic alliance agreements

 •

 The initiation of litigation to enforce or defend any of our intellectual property rights

 •

 Regulatory changes

 •

 Failure of any of our products to achieve commercial success

 We are subject to the Florida anti-takeover provisions, which may
prevent you from exercising a vote on business combinations, mergers or otherwise.

 As a Florida corporation, we are subject to certain
anti-takeover provisions that apply to public corporations under Florida law. Pursuant to Section 607.0901 of the Florida Business Corporation
Act, or the Florida Act, a publicly held Florida corporation, under certain circumstances, may not engage in a broad range of business
combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds
of the voting shares of the corporation (excluding shares held by the interested shareholder).

 An interested shareholder is defined as a person who
together with affiliates and associates beneficially owns more than 15% of a corporation's outstanding voting shares. We have not
made an election in our amended Articles of Incorporation to opt out of Section 607.0901.

 In addition, we are subject to Section 607.0902 of
the Florida Act which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a control-share acquisition
unless (i) our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior
approval by our board of directors, the holders of a majority of the corporation's voting shares, exclusive of shares owned by officers
of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the
control-share acquisition. A control-share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring
party to 20% or more of the total voting power in an election of directors.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity

 Risk Management

 We have in place certain infrastructure, systems,
policies, and procedures that are designed to proactively and reactively address circumstances that arise when an unexpected cybersecurity
incident occurs. These include processes for assessing, identifying, and managing material risks from cybersecurity threats. Our internal
procedures dictate that we evaluate and evolve our security measures as appropriate. Identifying, assessing, and managing cybersecurity
risk is integrated into our overall internal controls approach. Additionally, we have in place cybersecurity and data privacy policies
designed to (a) respond to new requirements in global privacy laws and (b) prevent, detect, respond to, mitigate and recover from identified
and significant cybersecurity threats. Refer to "Item 1A. Risk Factors" in this annual report on Form 10-K for additional
information about cybersecurity-related risks.

 Governance

 During the first quarter of 2024, information security
matters reporting, including managing and assessing risks from cybersecurity threats, have been established under the oversight of the
Audit Committee of the Board or the "Audit Committee." The Audit Committee also reviews the adequacy and effectiveness of
the Company's information security policies and practices and the internal controls regarding information security risks. Our security
efforts are managed by a team of IT professionals who oversee the daily responsibilities of managing cybersecurity identification and
threats. Going forward, the Audit Committee receives regular information security updates from management, including our Chief Technology
Officer, who the board designated as the Chief Information Security Officer. The management team has established a quarterly rhythm to
keep the Board and Audit Committee apprised of identified risks, ongoing risk management and changes in procedure to ensure transparency
in the Company's governance over cybersecurity.

 Item 2. Properties.

 On July 26, 2021, the Company entered a new operating
lease agreement of office and warehouse combination space of 40,000 square feet with the lease commencing on November 1, 2021 and ending
May 31, 2032, This additional space allows for resource growth and engineering efforts for operations before deploying to the field. The
rent for the first twelve months of the term were calculated as rentable base space on 30,000 square feet. The rent is subject to an annual
escalation of 2.5%, beginning December 1, 2022. The Company made a security deposit payment in the amount of $600,000 on July 26, 2021.
The Company has applied the FASB issued ASU No. 2016-02 Leases (Topic 842) ("ASU 2016-02") in the fourth quarter of 2021

 The Company now has a total of office and warehouse
space of 40,000 square feet.

 Rental expense for the office lease during 2024 and
2023 was $781,638 and $781,638, respectively.

 Item 3. Legal Proceedings.

 From time to time, we may be involved in litigation
relating to claims arising out of our operations in the normal course of business. We are currently not involved in any litigation that
we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common
stock, any of our subsidiaries or any of our Company's or our subsidiaries' officers or directors in their capacities as such,
in which an adverse decision could have a material adverse effect.

 Item 4. Mine Safety Disclosures.

 Not Applicable.

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

 Market Information

 Our common stock is quoted on the Nasdaq Capital Market
("Nasdaq") under the trading symbol "DUOT".

 Authorized Capital

 The Company is authorized to issue an aggregate number
of 510,000,000 shares of capital stock, of which 10,000,000 shares are blank check preferred stock, $0.001 par value per share, and 500,000,000
shares are common stock, $0.001 par value per share.

 Series A Redeemable Convertible Preferred Stock

 Our board of directors has designated 500,000 of the
10,000,000 authorized shares of preferred stock as Series A Convertible Preferred Stock. As of December 31, 2024 and 2023, we have no
shares of Series A Convertible Preferred Stock issued and outstanding, respectively.

 Series B Convertible Preferred Stock

 Our board of directors has designated 15,000 of the
10,000,000 authorized shares of preferred stock as Series B Convertible Preferred Stock.

 Each share of Series B Convertible Preferred
Stock was convertible at any time at the holder's option into a number of shares of common stock equal to $1,000 divided by the
conversion price of $7.00 per share. Notwithstanding the foregoing, we could not effect any conversion of Series B Convertible Preferred
Stock, with certain exceptions, to the extent that, after giving effect to an attempted conversion, the holder of shares of Series B Convertible
Preferred Stock (together with such holder's affiliates, and any persons acting as a group together with such holder or any of such
holder's affiliates) would beneficially own a number of shares of our common stock in excess of 4.99% (or, at the election of the
purchaser, 9.99%) of the shares of our common stock then outstanding after giving effect to such conversion. Holders of Series B Convertible
Preferred Stock voted on an as converted basis on all matters on which the holders of common stock are entitled to vote, subject to beneficial
ownership limitations. As of December 31, 2024 and 2023, there are 0 and 0 shares of Series B Convertible Preferred Stock issued and outstanding,
respectively.

 Series C Convertible Preferred Stock

 On February 26, 2021, the Company entered into
a Securities Purchase Agreement (the "Purchase Agreement") with certain existing investors in the Company (the "Purchasers").
Pursuant to the Purchase Agreement, the Purchasers purchased 4,500 shares of a newly authorized Series C Convertible Preferred Stock (the
"Series C Convertible Preferred Stock"), and the Company received proceeds of $4,500,000. The Purchase Agreement contains
customary representations, warranties, agreements and indemnification rights and obligations of the parties. As of December 31, 2024 and
2023, there are 0 and 0 shares of Series C Convertible Preferred Stock issued and outstanding, respectively.

 Under the Purchase Agreement, the Company was
required to hold a meeting of shareholders at the earliest practical date, and such meeting occurred on July 15, 2021. Nasdaq Marketplace
Rule 5635(d) limits the number of shares of common stock (or securities that are convertible into common stock) that can be issued in
a transaction other than a public offering without shareholder approval. The rule required shareholder approval for us to issue shares
of common stock underlying the Series C Preferred Stock which equal 20% or more of our Common Stock outstanding before the issuance at
a price less than the lower of the price immediately preceding the signing of the Purchase Agreement or the average of the price for the
five trading days immediately preceding such signing. We received the shareholder approval at the meeting held on July 15, 2021.

 In connection with the Purchase Agreement, the Company
also entered into a Registration Rights Agreement with the Purchasers. Pursuant to the Registration Rights Agreement, the Company filed
with the SEC a registration statement covering the resale by the Purchasers of the shares of common stock into which the shares of Series
C Convertible Preferred Stock were convertible. The Company caused the registration statement to be declared effective on June 3, 2021.
The Registration Rights Agreement contains customary representations, warranties, agreements and indemnification rights and obligations
of the parties.

 The Company's Board of Directors had designated
5,000 shares as the Series C Convertible Preferred Stock. Each share of the Series C Convertible Preferred Stock had a stated value of
$1,000. The holders of the Series C Convertible Preferred Stock, the holders of the common stock and the holders of any other class or
series of shares entitled to vote with the common stock shall vote together as one class on all matters submitted to a vote of shareholders
of the Company. Each share of Series C Convertible Preferred Stock had 172 votes (subject to adjustment); provided that in no event may
a holder of Series C Convertible Preferred Stock be entitled to vote a number of shares in excess of such holder's Beneficial Ownership
Limitation (as defined in the Certificate of Designation). Each share of Series C Convertible Preferred Stock was convertible, at any
time and from time to time, at the option of the holder, into that number of shares of common stock (subject to the Beneficial Ownership
Limitation) determined by dividing the stated value of such share ($1,000) by the conversion price, which was $5.50 (subject to adjustment).

 Series D Convertible Preferred Stock

 On September 28, 2022, the Company amended its articles
of incorporation to designate 4,000 shares as the Series D Convertible Preferred Stock (the "Series D Convertible Preferred Stock").
Each share of the Series D Convertible Preferred Stock has a stated value of $1,000. The holders of the Series D Convertible Preferred
Stock, the holders of the common stock and the holders of any other class or series of shares entitled to vote with the common stock shall
vote together as one class on all matters submitted to a vote of shareholders of the Company. Each share of Series D Convertible Preferred
Stock has 333 votes (subject to standard anti-dilution adjustment); provided that in no event may a holder of Series D Convertible Preferred
Stock be entitled to vote a number of shares in excess of such holder's Beneficial Ownership Limitation (as defined in the Certificate
of Designation and as described below). Each share of Series D Convertible Preferred Stock is convertible, at any time and from time to
time, at the option of the holder, into that number of shares of common stock (subject to the Beneficial Ownership Limitation) determined
by dividing the stated value of such share ($1,000) by the conversion price, which is $3.00 (subject to adjustment). The Company shall
not effect any conversion of the Series D Convertible Preferred Stock, and a holder shall not have the right to convert any portion of
the Series D Convertible Preferred Stock, to the extent that after giving effect to the conversion sought by the holder such holder (together
with such holder's Attribution Parties (as defined in the Certificate of Designation)) would beneficially own more than 4.99% (or
upon election by a holder, 19.99%) of the number of shares of common stock outstanding immediately after giving effect to the issuance
of shares of common stock issuable upon such conversion (the "Beneficial Ownership Limitation"). All but one of the holders
of the Series D Preferred Stock elected the 19.99% Beneficial Ownership Limitation. The Company shall reserve and keep available out of
its authorized and unissued Common Stock, solely for the issuance upon the conversion of the Series D Convertible Preferred Stock, such
a number of shares of Common Stock as shall from time to time be issuable upon the conversion of all of the shares of the Series D Convertible
Preferred Stock then outstanding. Additionally, the Series D Convertible Preferred Stock does not have the right to dividends and in the
event of an involuntary liquidation, the Series D shares shall be treated as a pro rata equivalent of common stock outstanding at the
date of the liquidation event and have no liquidation preference.

 On September 30, 2022, the Company entered into a
Securities Purchase Agreement (the "Purchase Agreement") with certain existing investors in the Company (the "Purchasers").
Pursuant to the Purchase Agreement, the Purchasers purchased 999 shares of the newly authorized Series D Convertible Preferred Stock,
and the Company received proceeds of $999,000. The Purchase Agreement contains customary representations, warranties, agreements and indemnification
rights and obligations of the parties. On October 29, 2022, the Company entered into a Securities Purchase Agreement (the "Purchase
Agreement") with a certain existing investor in the Company (the "Purchaser"). Pursuant to the Purchase Agreement, the
Purchaser purchased 300 shares of the newly authorized Series D Convertible Preferred Stock, and the Company received proceeds of $300,000.
The Purchase Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties.

 At the Annual Meeting on May 16, 2023, the stockholders
approved the convertibility of the Series D Preferred Stock into common stock.

 On March 22, 2024, March 28, 2024, and April 3, 2024,
the Company entered into Securities Purchase Agreements (the "Purchase Agreements") with certain existing and other accredited
investors (the "2024 Purchasers"). Pursuant to the Purchase Agreements, the 2024 Purchasers purchased an aggregate of 870
shares of Series D Preferred Stock, at a price of $1,000 per share, and the Company received proceeds of $870,000.

 In April, May, July and October of 2024, 870 outstanding
shares of Series D Convertible Preferred Stock were converted into 290,002 shares of common stock. As of December 31, 2024, and 2023 there
are 1,299 and 1,299 shares of Series D Convertible Preferred Stock issued and outstanding, respectively.

 In connection with such Purchase Agreements, the Company
entered into Registration Rights Agreements and filed registration statements with the SEC covering the resale by the Purchasers of the
shares of common stock into which the shares of Series D Convertible Preferred Stock are convertible. The Registration Rights Agreements
contain customary representations, warranties, agreements and indemnification rights and obligations of the parties.

 The Registration Rights Agreements contain provisions
for liquidated damages equal to 1% multiplied by the aggregate subscription amount paid, paid each month, in the event certain deadlines
are missed.

 Series E Convertible Preferred Stock

 The Company's Board of Directors had designated
30,000 shares as the Series E Convertible Preferred Stock (the "Series E Convertible Preferred Stock"). Each share of the
Series E Convertible Preferred Stock has a stated value of $1,000. The holders of the Series E Convertible Preferred Stock, the holders
of the common stock and the holders of any other class or series of shares entitled to vote with the common stock shall vote as one class
on all matters submitted to a vote of shareholders of the Company. Each share of Series E Convertible Preferred Stock has 333 votes (subject
to adjustment); provided that in no event may a holder of Series E Convertible Preferred Stock be entitled to vote a number of shares
in excess of such holder's Beneficial Ownership Limitation. Each share of Series E Convertible Preferred Stock is convertible at
any time and from time to time, at the option of the holder, into that number of shares of common stock (subject to the Beneficial Ownership
Limitation) determined by dividing the stated value of such share ($1,000) by the conversion price, which was $3.00 (subject to adjustment)
(see adjustment below). The Company shall not effect any conversion of the Series E Convertible Preferred Stock, and the holder shall
not have the right to convert any portion of the Series E Convertible Preferred Stock, to the extent that after giving effect to the conversion
sought by the holder such holder (together with such holder's Attribution Parties (as defined in the Certificate of Designation))
would beneficially own more than 4.99% (or upon election by a holder, 19.99%) of the number of shares of common stock outstanding immediately
after giving effect to the issuance of shares of common stock issuable upon such conversion (the "Beneficial Ownership Limitation").
All but one of the holders of the Series E Preferred Stock elected the 19.99% Beneficial Ownership Limitation.

 The Company on March 27, 2023 entered into a Securities Purchase Agreement
(the "Purchase Agreement") with an existing investor in the Company (the "Purchaser"). Pursuant to the Purchase
Agreement, the Purchasers purchased 4,000 shares of a newly authorized Series E Convertible Preferred Stock at a price of $1,000 per share,
and the Company received proceeds of $4,000,000. The Purchase Agreement contains customary representations, warranties, agreements and
indemnification rights and obligations of the parties.

 The existing investor's Purchase Agreement also
provided that the Company would not, with certain exceptions, sell or issue common stock or Common Stock Equivalents (as defined in the
Purchase Agreement) on or prior to December 31, 2023 that entitled any person to acquire shares of common stock at an effective price
per share less than the then conversion price of the Series E Convertible Preferred Stock without the consent of the Purchaser.

 On November 9, 2023, the Company entered into a Securities
Purchase Agreement (the "November Purchase Agreement") with existing investors in the Company (the "Purchasers").
Pursuant to the Purchase Agreement, the Purchasers purchased 2,500 shares of Series E Convertible Preferred Stock, at a price of $1,000
per share, and the Company received proceeds of $2,500,000.

 The November Purchase Agreement also provided that
the Company would not, with certain exceptions, sell or issue common stock or Common Stock Equivalents (as defined in the November Purchase
Agreement) on or prior to June 30, 2024 that entitled any person to acquire shares of common stock at an effective price per share less
than the then conversion price of the Series E Convertible Preferred Stock (which was $3.00) without the consent of the Purchasers. This
provision was not triggered as of June 30, 2024.

 The Purchasers under the November Purchase Agreement
also were the holders of the Company's Series F Convertible Preferred Stock issued on August 1, 2023. The purchase agreement relating
to the shares of Series F Convertible Preferred Stock required the consent of the holders in the event the Company were to issue common
stock or rights to acquire common stock prior to December 31, 2023 at an effective price per share less than the then conversion price
of the Series F Convertible Preferred Stock, which was $6.20 per share. As a result, on November 10, 2023 the Company and the holders
of the Series F Convertible Preferred Stock entered into Exchange Agreements pursuant to which the holders of Series F Convertible Preferred
Stock exchanged their 5,000 shares of Series F Convertible Preferred Stock for an equal number of shares of Series E Convertible Preferred
Stock. As a result of the November Purchase Agreement and the Exchange Agreements, the Company issued a total of 7,500 shares of Series
E Convertible Preferred Stock and the 5,000 shares of Series F Convertible Preferred Stock were cancelled.

 On March 22, 2024 and March 28, 2024, the Company
entered into Securities Purchase Agreements (the "Purchase Agreements") with certain existing and other accredited investors
(the "2024 Purchasers"). Pursuant to the Purchase Agreements, the 2024 Purchasers purchased an aggregate of 2,125 shares of
Series E Convertible Preferred Stock, at a price in each case of $1,000 per share, and the Company received proceeds of $2,125,002. Those
purchase agreements had similar price protections as the November Purchase Agreement but extended the price protection date to December
31, 2024, for all Series E holders. On September 19, 2024, the conversion rate was lowered to $2.61 from $3.00 per share based on the
warrant's induced exercise price of $2.61 per share.

 In October of 2024, 125 outstanding shares of Series
E Convertible Preferred Stock were converted into 47,892 shares of common stock. As of December 31, 2024, and December 31, 2023, respectively,
there were 13,500 and 11,500 shares of Series E Convertible Preferred Stock issued and outstanding.

 In connection with such Purchase Agreements, the Company
also entered into Registration Rights Agreements with the Purchasers. Pursuant to the Registration Rights Agreements, the Company filed
with the SEC registration statements covering the resale by the Purchasers of the shares of common stock into which the shares of Series
E Convertible Preferred Stock are convertible.

 The Registration Rights Agreements contain customary
representations, warranties, agreements and indemnification rights and obligations of the parties. The Registration Rights Agreements
contain provisions for liquidated damages equal to 1% multiplied by the aggregate subscription amount paid, paid each month, in the event
certain deadlines are missed.

 Series F Convertible Preferred Stock

 On August 2, 2023, the Company entered into a Securities
Purchase Agreement (the "Purchase Agreement") with existing, accredited investors in the Company (the "Purchasers").
Pursuant to the Purchase Agreement, the Purchasers purchased 5,000 shares of a newly authorized Series F Convertible Preferred Stock (the
"Series F Convertible Preferred Stock"), and the Company received proceeds of $5,000,000. The Purchase Agreement contains
customary representations, warranties, agreements and indemnification rights and obligations of the parties.

 The Company's Board of Directors designated 5,000
shares as the Series F Preferred Stock. Each share of Series F Preferred Stock was convertible, at any time and from time to time, at
the option of the holder, into that number of shares of common stock (subject to the beneficial ownership limitation described below)
determined by dividing the stated value of such share ($1,000) by the conversion price, which is $6.20 (subject to adjustment) which equates
to 161 common shares for each converted Series F preferred share. The Company, however, shall not effect any conversion of the Series
F Preferred Stock, and the holder shall not have the right to convert any portion of the Series F Preferred Stock, to the extent that
after giving effect to the conversion sought by the holder such holder (together with such holder's Attribution Parties (as defined
in the Certificate of Designation)) would beneficially own more than 4.99% (or upon election by a holder, 19.99%) of the number of shares
of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon such conversion. The
purchasers of the Series F Preferred Stock elected that their ownership limitation would be 19.99%.

 The holders of the Series F Preferred Stock, the holders
of the common stock and the holders of any other class or series of shares entitled to vote with the common stock shall vote together
as one class on all matters submitted to a vote of shareholders of the Company. Each share of Series F Preferred Stock had 161 votes (subject
to adjustment); provided that in no event may a holder of Series F Preferred Stock be entitled to vote a number of shares in excess of
such holder's ownership limitation.

 The Company also agreed that it would not, with certain
exceptions, sell or issue common stock or Common Stock Equivalents (as defined in the Purchase Agreement relating to the Series F Preferred
Stock) on or prior to December 31, 2023 that entitled any person to acquire shares of common stock at an effective price per share less
than the then conversion price of the Series F Preferred Stock without the consent of the holders. As a result of that agreement, upon
the issuance of 2,500 shares of Series E Preferred Stock (which had a conversion price of $3.00 per share) on November 10, 2023, the holders
exchanged their 5,000 shares of Series F Preferred Stock for 5,000 shares of Series E Preferred Stock. All of the shares of Series F Preferred
Stock thereupon were cancelled with zero shares now outstanding.

 As of December 31, 2024, and December 31, 2023, respectively,
there were zero and zero shares of Series F Convertible Preferred Stock issued and outstanding.

 Approximate Number of Equity Security Holders

 As of March 27, 2025, there were approximately 243
holders of record of our common stock, and the last reported sale price of our common stock on the Nasdaq Capital Market on March 27,
2025 was $6.05 per share.

 Dividends

 To date, we have not paid any dividends on our common
stock and do not anticipate paying any such dividends in the foreseeable future. The declaration and payment of dividends on the common
stock is at the discretion of our board of directors and will depend on, among other things, our operating results, financial condition,
capital requirements, contractual restrictions or such other factors as our board of directors may deem relevant. We currently expect
to use all available funds to finance the future development and expansion of our business and do not anticipate paying dividends on our
common stock in the foreseeable future.

 Unregistered Sales of Equity Securities

 There were no unregistered sales of the Company's
equity securities during 2024 that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

 Item 6.

 Reserved

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

 This Form 10-K and other reports filed by the Company
from time to time with the Securities and Exchange Commission (the "SEC") contain or may contain forward-looking statements
and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates
and assumptions made by Company's management. Readers are cautioned not to place undue reliance on these forward-looking
statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words "anticipate,"
"believe," "estimate," "expect," "future," "intend," "plan," or
the negative of these terms and similar expressions as they relate to the Company or the Company's management identify forward-looking
statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties,
assumptions, and other factors, including the risks contained in the "Risk Factors" section of this Annual Report on Form
10-K, relating to the Company's industry, the Company's operations and results of operations, and any businesses that the
Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance,
or achievements. Except as required by applicable law, the Company does not intend to update any of the forward-looking statements.

 Our consolidated financial statements are prepared
in accordance with accounting principles generally accepted in the United States ("GAAP"). These accounting principles require
us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are
reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates,
judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements
as well as the reported amounts of revenues and expenses during the periods presented. Our consolidated financial statements would be
affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment
of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application. There
are also areas in which management's judgment in selecting any available alternative would not produce a materially different result.
The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere
in this report.

 Overview

 We intend for this discussion to provide
information that will assist in understanding our financial statements, the changes in certain key items in those financial statements,
and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.

 Plan of Operation

 The Company's growth
strategy includes expansion of its technology base through organic development efforts, strategic partnerships, and targeted acquisitions
where appropriate. The Company provides a broad range of technology solutions with a primary emphasis on the Vision Technology market
sector, specifically within the Machine Vision subsector. Machine Vision companies provide imaging-based automatic inspection and analysis
for process control, with the potential for expansion into additional industries. Duos is currently developing industry solutions targeting
rail, trucking, aviation, and other vehicle-based processes while also expanding into the fast-growing Edge Data Center and power generation
markets.

 The Company's flagship
product, the Railcar Inspection Portal (RIP), enables freight and transit railroad customers and select government agencies to conduct
fully automated railcar inspections in real-time as trains move at full speed. The RIP integrates sophisticated optical, laser, and speed
sensors with edge computing and artificial intelligence (AI) algorithms to detect safety and security defects instantly, allowing operators
to take immediate action.

 In 2024, the Company made
a strategic decision to leverage its core expertise in high-speed data processing and AI-driven analysis to expand into additional markets.
This resulted in the formation of two new subsidiaries:

 1.
 Duos Edge AI ("Duos Edge") – Specializing in high-speed data processing through Edge Data Centers, Duos Edge
is focused on serving underserved Tier 3 and Tier 4 markets, providing critical infrastructure for education, healthcare, and enterprise
computing needs. The Edge Data Centers support applications requiring real-time response, reducing reliance on centralized cloud-based
processing and improving efficiency.

 2.
 Duos Energy Corporation ("Duos Energy") – Established to meet the growing demand for power generation outside
of traditional utility grids, Duos Energy provides consulting, asset management, and operational expertise for rapid deployment power
generation. Duos Energy has engaged in agreements with Fortress Investment Group ("FIG") to support power generation solutions,
particularly for data centers and AI-driven applications, managing approximately 850 MW of generating capacity.

 The strategic expansion into
Edge Computing and power generation aligns with the Company's long-term vision to drive growth through diversified revenue streams while
leveraging its existing technology infrastructure and domain expertise.

 Prospects and Outlook

 The Company is focused on
improving operational and technical execution, which, in turn, will enable commercial expansion and new technology offerings. The primary
objectives for 2025 and beyond include:

 Expansion into power
generation and energy solutions: The newly formed Duos Energy subsidiary is positioned to capitalize
on the increasing demand for behind-the-meter (BTM) energy solutions. The Company's AMA with New APR, valued at approximately $42
million over two years, along with its 5% non-voting equity interest in the ultimate parent of New APR, establishes a strong foundation
for further market penetration in the fast power sector. This business expansion in conjunction with the revenue generated under the AMA
is expected to provide a significant portion of the Company's revenues in 2025.

 Expansion of the RIP
business model: The Company is shifting to a modular and subscription-based approach, allowing customers to select specific Acquisition
Modules suited to their operational needs. This transition provides flexible pricing structures, improves scalability, and enhances recurring
revenue streams through "RIP-as-a-Service."

 Deployment of AI-powered
self-diagnostics: Enhancing RIP systems with AI-driven self-diagnostics enables real-time monitoring, improved system uptime, and
predictive maintenance capabilities, reducing operational disruptions for customers.

 Integration of Edge Data
Centers: The Company is actively deploying Edge Data Centers to enable faster, localized data processing, particularly in rural and
underserved markets. The first six sites are expected to become operational in the first half of 2025, with a further nine sites anticipated
for the second half of 2025. These initial Edge Data Centers are providing scalable solutions for enterprise and government clients.

 Enhancements in artificial
intelligence and automation: The Company continues to refine its proprietary AI solutions, including computer vision, deep learning,
and predictive analytics, to improve inspection accuracy and operational efficiency across all product offerings.

 Expansion into new vehicle
inspection markets: While the Company remains committed to its core rail technology solutions, it continues to explore applications
for scanning and inspecting other vehicle types, including trucks, buses, and aircraft. These markets offer potential growth opportunities
through partnerships with logistics providers, government agencies, and commercial transport operators.

 In 2024, Duos entered a long-term
agreement with a major Class 1 railroad, securing data access from its RIPs and enabling new subscription-based services for over 3,000
railcar owners and lessors. This initiative is expected to open up significant new revenue streams while strengthening the Company's market
leadership.

 The Company recognizes that
technology adoption within the rail industry can be a gradual process, requiring substantial capital investment from customers. To accelerate
adoption, Duos is focused on demonstrating clear ROI for its solutions, securing long-term service agreements, and pursuing partnerships
that enhance its value proposition. Additionally, investments in engineering and software development will ensure compliance with evolving
Federal Railroad Administration (FRA) and Association of American Railroad (AAR) standards, further positioning the Company for continued
success in the rail sector.

 With the diversification
into Edge Computing and power generation, coupled with continued growth in its core machine vision and AI-based inspection technologies,
the Company is well-positioned to drive increased revenue, improve profitability, and generate long-term shareholder value.

 Although the Company's prospects for future
revenue growth are anticipated to be favorable, investing in our securities involves risk and careful consideration should be made before
deciding to purchase our securities. There are many risks that affect our business and results of operations, some of which are beyond
our control and unexpected macro events can have a severe impact on the business. Please see the risk factors identified in "Item
1A – Risk Factors" elsewhere in this Annual Report.

 Results of Operations

 The following discussion should be read in conjunction
with the consolidated financial statements included in this report.

 For the year ended December 31, 2024 compared
to December 31, 2023

 The following table sets forth a summary of our
Consolidated Statements of Operations that is used in the following discussions of our results of operations:

 2024

 2023

 Revenues

 $

 $

 Cost of revenues

 6,811,670

 6,162,317

 Gross margin

 469,215

 1,308,881

 Operating expenses

 11,452,741

 12,755,447

 Loss from operations

 (10,983,526
)

 (11,446,566
)

 Other income

 219,069

 204,848

 Net loss

 $
 (10,764,457
)

 $
 (11,241,718
)

 Revenues

 2024

 2023

 %
 Change

 Revenues:

 Technology systems

 $

 $
 3,618,022

 -38
 %

 Services and consulting

 5,028,528

 3,853,176

 %

 Total revenues

 $

 $

 -3
 %

 For the full year 2024, there was a 3% decrease
in overall revenues compared to 2023. The decrease in overall revenues is primarily attributed to delays outside of the
Company's control with the deployment of our two high-speed Railcar Inspection Portals, which are recorded in the technology
systems portion of our business. Although these systems were largely ready for deployment in 2023, customer delays at the deployment
site prevented installation even though these two high-speed Railcar Inspection Portals were deep into their production and
manufacturing phases, which did not allow us to record the next phase of revenue recognition. The Company was able to contract an
equitable adjustment related to our two high-speed Railcar Inspection Portals project in 2024. This adjustment added $1.4 million to
the contract's total value, with a substantial portion recognized in 2024. We believe that the customer is approaching the
completion of the local site preparation and is preparing for field installation in 2025. Additionally, the Company continues to see
opportunities for expansion of its programs with existing customers. In spite of the timing delays that continue to impact results,
management remains confident in the long-term potential of the RIP product.

 For the full year 2024, there was a 31% increase in services and consulting
revenues compared to 2023. The increase in the services portion of our revenues stems from the addition of new AI and subscription customers
that were not present in for the full year in 2023, as well as increases in service contract revenue due to higher service contract prices.
We also generated $921,562 in services and consulting revenue from power consulting work, which was not present in 2023. The Company expects
growth with new revenue from existing customers, including services revenue as the result of new maintenance contracts being established
on installations coming on-line during 2025. The Company anticipates revenue growth from new and existing customers related to the subscription
offering starting in 2025, giving access to RIP data and images to a much broader target market including Class 1 railroads, railcar owners
and lessors, and short-line railroads. The Company also anticipates renewals of existing and backlog contracts and a shift to the next
generation of technology systems which are currently being manufactured and expect to be completed during early 2025. The Company also
expects new revenue growth in 2025 related to its 5% non-voting ownership equity interest in Sawgrass Parent, including revenue attributable
to the AMA.

 While customer-driven delays in the installation of
our high-speed transit-focused Railcar Inspection Portals have impacted revenue growth timing year-over-year, the Company's capital structure
remains resilient, allowing us to pursue large projects despite unexpected delays. It should be noted that the Company recently increased
its working capital to account for an increase in pre-contract procurement activities to avoid a slowdown in revenues caused by delays
in receiving certain components as had been the case in previous years.

 Overall, in 2024, the Company made significant strides
in advancing the procurement and manufacturing of its transit-focused RIPs. The Company also successfully grew its service contracts and
secured new agreements in AI, enhancing its AI portfolio. Additionally, the Company launched the Duos Edge AI and Duos Energy business
lines, which are expected to start contributing to the Company's success in 2025. Recurring revenue from services and consulting continues
to grow and is expected to contribute significantly to future revenue streams, bolstered by new long-term contracts with existing customers
expected to commence in the coming months.

 Cost of Revenues

 2024

 2023

 % Change

 Cost of revenues:

 Technology systems

 $
 2,818,078

 $
 4,352,247

 -35
 %

 Services and consulting

 3,993,592

 1,810,070

 %

 Total cost of revenues

 $
 6,811,670

 $
 6,162,317

 %

 Cost of revenues primarily includes inventory, shipping,
certain fixed labor and overhead and allocated depreciation and amortization as applicable necessary to support the implementation of
new systems and support and maintenance of existing systems. Cost of revenues on technology systems decreased during the period compared
to the equivalent period in 2023 in-line with the decline in project revenues. The decline in costs generally follows the same year-over-year
trend as project revenues due to timing differences in major project work. This is primarily related to the procurement and manufacturing
of transit-focused RIPs. As we near the end of the manufacturing cycle and begin preparations for field installation in 2025, the cost
of revenues for technology systems decreases accordingly. In contrast, during the same period in 2023, the Company was still progressing
through the advanced stages of procurement and manufacturing for these RIPs. Completion is expected in late 2025 or early 2026, depending
on customer-related constraints for track access.

 These internal costs of revenue noted above are being
recognized against project and support revenues with a similar reduction in costs previously recognized for research and development,
engineering and internal support. The project costs reflect subsequent allocations of fixed costs related to the staff and departmental
costs associated with procurement, manufacturing and installation of RIP installations. As such, in 2024, this fixed component contributed
to a negative margin on the technology systems revenues. In concert with this, there is a continued focus on construction costs and savings
through efficiency, and there were some targeted staff reductions during 2024. However, the Company has elected to retain its key employees
in anticipation of expected sales growth in technology systems and services in 2025 and beyond.

 The cost of revenues increased on services and consulting
year-over-year. The increase in costs is primarily due to $1,569,311 in amortization expense of the intangible asset related to a nonmonetary
transaction, which was not present in 2023. The Company also generated $921,562 in services and consulting revenue from power consulting
work, which was provided at cost, further increasing the cost of revenues for services and consulting, which was also not present in 2023.
The Company continues to put into service additional artificial intelligence algorithms and maintenance and support services which are
high margin and represent only marginal increases in the requisite costs to deliver these services.

 Gross Margin

 2024

 2023

 % Change

 Revenues

 $

 $

 -3
 %

 Cost of revenues

 6,811,670

 6,162,317

 %

 Gross margin

 $
 469,215

 $
 1,308,881

 -64
 %

 Gross margin showed a decrease for the year ended
December 31, 2024, as compared to the same period in 2023. As noted above, the decrease in margin was a direct result of the timing of
business activity related to the manufacturing of two high-speed, transit-focused Railcar Inspection Portals compared to the activity
in 2023. The business activity in 2024 consisted primarily of continued progression into the advanced stages of procurement and manufacturing
for the transit-focused RIPs. The Company also generated $921,562 in services and consulting revenue from power consulting work, which
was provided at cost, further diluting the overall gross margin. These same project revenues and subsequent margin impacts were absent
during 2023; however, the power consulting and asset management activities are expected to generate positive gross margins going forward.
The recognition of the revenue and subsequent profit from these projects, as well as underlying services and maintenance revenues from
existing and recently completed projects, coupled with the previously mentioned fixed departmental costs resulted in a gross margin of
approximately 6%. By comparison for the full-year 2023, the Company had increased business activity from a procurement and manufacturing
standpoint related to the transit-focused RIPs. The recognition of the revenue and subsequent profit from these major projects, as well
as underlying services and maintenance revenues from existing projects, resulted in an 18% gross margin in 2023. It should be noted that
when comparing the results between two periods, the stage of completion for manufacturing and installation can factor in those comparisons
and should be taken into account when analyzing those periods.

 Operating Expenses

 2024

 2023

 % Change

 Operating expenses:

 Sales and marketing

 $
 2,138,431

 $
 1,493,309

 %

 Research and development

 1,531,390

 1,812,951

 -16
 %

 General and administration

 7,782,920

 9,449,187

 -18
 %

 Total operating expense

 $
 11,452,741

 $
 12,755,447

 -10
 %

 Overall operating expenses decreased by 10% in 2024
as compared to the full year 2023. There was a 43% increase in sales and marketing related to increased investment into the capability
of the commercial team, including the addition of professionals with extensive experience and leadership in the rail, Edge data center
and power industries. Research and development costs saw a 16% decline during the year, driven by the decreased personnel costs related
to the departments allocated to R&D and scaled-back testing of prospective technologies. Additionally, an 18% decrease in general
and administration costs was influenced by several factors, including a reduction in personnel and personnel related expenses as well
as a decrease in non-cash amortization charges year over year associated with roughly 781,323 share options that were forfeited during
2024. Other factors driving the decrease in general and administration costs include a decrease in consulting and legal expenses as compared
to 2023.

 Loss From Operations

 The losses from operations for the years ended December
31, 2024 and 2023 were $10,983,526 and $11,446,566, respectively. The decrease in loss from operations was primarily the result of planned
decreases in operating expenses, which offset the impact of lower revenues recorded in the period as a consequence of delays in going
to field for the two high-speed RIPs for a passenger transit client, and the short term lower gross margins from the impact of the initial
power industry consulting.

 Interest Expense

 Interest expense for the years ended December 31,
2024 and 2023 was $286,114 and $7,159, respectively. The increase in interest expense is primarily due to the amortization of the debt
discount on the $2.2 million note and the associated monthly interest expense in 2024; this note, related to the acquisition and build
out of 3 Edge data centers, had not been entered into in 2023.

 Other Income

 Other income for the years ended December 31, 2024
and 2023 was $505,183 and $212,007, respectively. The significant increase in other income is primarily due to a gain from the fair value
adjustment of the warrant liability and gain on extinguishment of warrant liabilities resulting from the exercise of the warrants. There
was no such transaction in 2023.

 Net Loss

 The net loss for the years ended December 31, 2024
and 2023 was $10,764,457 and $11,241,718, respectively. The decrease in net loss is primarily attributable to the decrease in operating
costs as described above. Net loss per common share was $1.39 and $1.56 for the years ended December 31, 2024 and 2023, respectively.

 Liquidity and Capital Resources

 As of December 31, 2024, the Company has a cash balance
of $6,266,296 and an accounts receivable balance of $403,441.

 Cash Flows

 The following table sets forth the major components
of our statements of cash flows data for the periods presented:

 2024

 2023

 Net cash used in operating activities

 $
 (3,488,687
)

 $
 (8,746,564
)

 Net cash used in investing activities

 (1,841,298
)

 (1,093,909
)

 Net cash provided by financing activities

 9,154,439

 11,161,223

 Net increase in cash

 $
 3,824,454

 $
 1,320,750

 Net cash used in operating activities for the years
ended December 31, 2024 and 2023 was $3,488,687 and $8,746,564, respectively. The decrease in net cash used in operations for the year
ended December 31, 2024 was the result of a decrease in expenditures related to current projects as previously discussed. In addition,
there are several changes in assets and liabilities that decreased the use of cash in operations including decreases in accounts receivable,
increases in accounts payable and accrued expenses, and a rise in contract liabilities due to advance payments received from customers.
Notably, an energy customer prepaid $5 million for services to be provided throughout the year, contributing to the increase in contract
liabilities and improving short-term cash flow.

 Net cash used in investing activities for the years
ended December 31, 2024 and 2023 was $1,841,298 and $1,093,909, respectively. The Company ramped up its investment activities in 2024
compared to 2023 through an increase in the purchase of various fixed assets including our three edge data centers that are currently
being manufactured to be deployed in the first half of 2025; the remainder includes the purchase of computer equipment and product and
software development and disbursements for patent costs.

 Net cash provided by financing activities for the
years ended December 31, 2024 and 2023 was $9,154,439 and $11,161,223, respectively. Cash flows provided by financing activities during
2024 were primarily attributable to gross proceeds of approximately $2,995,002 from issuances of Series D and Series E Convertible Preferred
Stock, along with a combined total of $4,444,210 in proceeds from the issuance of common stock via warrant exercises of $899,521 and our
At-The-Market (ATM) offering program for proceeds of $3,544,689. The Company also obtained $2,200,000 in cash proceeds pursuant to notes
executed in 2024 with a related parties. Cash flows from financing activities during 2023 were primarily attributable to the issuance
of Series E and Series F Convertible Preferred Stock for $11,500,000 of gross proceeds offset by repayments of certain loans related to
financing of insurance costs.

 During 2024, we funded our operations through the
sale of our equity (or equity linked) securities, and through revenues generated and cash received from ongoing project execution, services
and associated maintenance revenues. As of March 28, 2025, we have cash on hand of approximately $4,060,300 after the completion of our
At-The-Market (ATM) in January and February of 2025, which provided net proceeds of $3,836,032.

 On a long-term basis, our liquidity is dependent on
the continuation and expansion of operations and receipt of revenues. Our current capital and access to further capital and revenues are
sufficient to fund such expansion and we are now less dependent on timely payments by our customers for projects and work in process.
However we anticipate such timely payments to continue. Material cash requirements will be satisfied within the normal course of business,
including substantial upfront payments from our customers prior to starting projects. As previously mentioned, an energy customer prepaid
$5 million for services to be provided throughout the year, related to the AMA, contributing to the increase in contract liabilities and
improving short-term cash flow. In some cases, the Company may elect to purchase materials and supplies in advance of contract award but
where there is a high probability of that award. Most, if not all, high value items that are pre-purchased, can be re-purposed if necessary.
The maximum amount of material cash requirements not currently supported by up-front customer deposits is expected to be less than $1
million.

 Demand for the products and services will be dependent
on, among other things, market acceptance of our products and services, the technology market in general, and general economic conditions,
which are cyclical in nature. In as much as a major portion of our activities is the receipt of revenues from the sales of our products
and services, our business operations could be adversely affected by our competitors as well as prolonged recession periods although these
are not considered to be a factor at present.

 Liquidity

 Under Accounting Codification ASC 205, Presentation
of Financial Statements—Going Concern (Subtopic 205-40) ("ASC 205-40"), the Company has the responsibility to evaluate
whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due
within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not
take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements
are issued. Management has assessed the Company's ability to continue as a going concern in accordance with the requirement of ASC
205-40.

 As reflected in the accompanying consolidated financial
statements, the Company had a net loss of $10,764,457 for the year ended December 31, 2024. During the same period, cash used in operating
activities was $3,488,687. The working capital deficit and accumulated deficit as of December 31, 2024, were $8,002,361 and $74,368,009,
respectively. In previous financial reports, the Company had raised substantial doubt about continuing as a going concern. This was principally
due to a lack of working capital prior to an underwritten offerings and private placements which were completed during the first, third
and fourth quarters of 2022, the first, third and fourth quarters of 2023, as well as 2024 and 2025.

 As previously noted, the Company was successful during
2023 in raising gross proceeds of over $11,500,000 from the sale of Series E and F Preferred Stock. Additionally, late in the first and
second quarters of 2024, the Company raised gross proceeds of $2,995,002 from the issuance of a combination of Series D and E Preferred
Stock (See Note 14). The Company successfully raised approximately $3,544,689 in gross proceeds through its At-The-Market (ATM) offering
program in 2024 and secured an additional $3,954,940 in gross proceeds during the first two months of 2025. Additionally, during the second
quarter of 2025, the Company will again have access to its S-3 "shelf registration" statement allowing the Company to sell
additional securities. At the time of this document, the Company estimates that it has available capacity on its shelf registration which
it can utilize to bolster working capital and growth of the business in the event that revenues from its recently executed Asset Management
Agreement ("AMA") with New APR Energy does not provide sufficient cash flow to support operations. Although additional investment
is not assured, the Company is comfortable that it would be able to raise sufficient capital to support expanded operations based on an
anticipated increase in business activity. In the long run, the continuation of the Company as a going concern is dependent upon the ability
of the Company to continue executing its business plan, generate enough revenue, and attain consistently profitable operations. We have
analyzed our cash flow under "stress test" conditions and have determined that we have sufficient liquid assets on hand or
available via the capital markets to maintain operations for at least twelve months from the issuance date of this report.

 In addition, management has taken and continues to
take actions including, but not limited to, elimination of certain costs that do not contribute to short term revenue, and re-aligning
both management and staffing with a focus on improving certain skill sets necessary to build growth and profitability and focusing product
strategy on opportunities that are likely to bear results in the relatively short term. The Company believes that, with the combination
of commercial sales success, coupled with an S-3 shelf registration availability starting in the second quarter of 2025, it will have
sufficient working capital to meet its obligations over the following twelve months. In the last twelve months the Company has seen growth
in its contracted backlog as well as significant, positive signs from new commercial projects that indicate improvements in future revenues.

 Management believes that, at this time, the conditions
in our traditional market space with ongoing contract delays and the additional time needed to execute on new contracts previously reported
could put a strain on our cash reserves. However, the anticipated steady cashflow from the AMA and the ability to raise capital via its
shelf registration indicate there is no substantial doubt for the Company to continue as a going concern for a period of twelve months.
We expect to continue executing the plan to grow our business and achieve profitability as previously discussed. The Company may selectively
look at opportunities for fundraising in the future including potential debt offerings to support asset acquisition. Management has extensively
evaluated our requirements for the next 12 months and has determined that the Company currently has sufficient cash and access to capital
to operate for at least that period.

 While no assurance can be provided, management believes
that these actions provide the opportunity for the Company to continue as a going concern and to grow its business and achieve profitability
with access to additional capital funding. Ultimately the continuation of the Company as a going concern is dependent upon the ability
of the Company to continue executing the plan described above which was put in place in late 2024 and will continue in 2025 and beyond.
As a result, we expect to generate sufficient revenue and to attain profitable operations with minimal cash use in the next 12-18 months.
These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 Critical Accounting Estimates

 Revenue Recognition

 For technology systems, the Company recognizes revenue
over time using a cost-based input methodology in which significant judgment is required to estimate costs to complete projects. These
estimated costs are then used to determine the progress towards contract completion and the corresponding amount of revenue to recognize.
The Company follows the principles in ASC 606 which include the following: a contract with a customer creates distinct contract assets
and performance obligations, satisfaction of a performance obligation creates revenue, and a performance obligation is satisfied upon
transfer of control to a good or service to a customer.

 Revenue is recognized by evaluating the Company revenue
contracts with customers based on the five-step model under ASC 606:

 1.

 Identify the contract with the customer;

 2.

 Identify the performance obligations in the contract;

 3.

 Determine the transaction price;

 4.

 Allocate the transaction price to separate performance obligations; and

 5.

 Recognize revenue when (or as) each performance obligation is satisfied.

 The Company generates revenue from four sources:

 1.

 Technology Systems

 2.

 AI Technologies

 3.

 Technical Support

 4.

 Consulting
 Services including revenues from the AMA agreement which begins in January 2025

 Equity Method Investments

 If an investment qualifies for the equity method of
accounting, the Company's investment is recorded initially at cost and subsequently adjusted for equity in net income (loss) and
cash contributions and distributions. The net income or loss of an unconsolidated equity method investment is allocated to its investors
in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements may differ from
the ownership interest held by each investor. Differences, if any, between the carrying amount of our investment in the respective equity
method investee and the Company's share of the underlying equity of such equity method investee are amortized over the respective
lives of the underlying assets as applicable. These items are reported as a single line item in the consolidated statements of operations
as income or loss from investments in unconsolidated equity method investees. Investments are reviewed for changes in circumstance or
the occurrence of events that suggest an other-than-temporary event where our investment may not be recoverable.

 On December 31, 2024, the Company entered into an
Asset Management Agreement (the "AMA"), with New APR, an entity formed by affiliates of Fortress Investment Group ("FIG"). Under
the AMA, Duos Energy will manage the deployment and operations of a fleet of mobile gas turbines and balance-of-plant inventory, providing
management, sales and operations functions to New APR in connection with the Assets. In exchange for services to be performed under the
AMA, the Company received an initial cash payment and common units in Sawgrass Parent. While the Company has board representation in Sawgrass
Parent, its common units are non-voting and the Company does not control the board of directors of Sawgrass Parent.

 Where the Company has an interest in a Variable Interest
Entities ("VIE") it will consolidate any VIE in which the Company has a controlling financial interest and deemed to be the
primary beneficiary. A controlling financial interest has both of the following characteristics: (1) the power to direct the activities
of the VIE that most significantly impact its economic performance; and (2) the obligation to absorb losses of the VIE that could potentially
be significant to the VIE or the right to receive benefits from the VIE that could be significant to the VIE. If both of the characteristics
are met, the Company is considered to be the primary beneficiary and therefore will consolidate that VIE into the consolidated financial

 Investments in partnerships, unincorporated joint
ventures and LLCs that maintain specific ownership accounts for each investor are excluded from the scope of ASC 323-10. However, ASC
323-30 provides guidance on applying the criteria for equity method accounting to investments in partnerships, unincorporated joint ventures
and LLCs. When an investor in a partnership, unincorporated joint venture or LLC has the ability to exercise significant influence over
that investment, it should apply the equity method (ASC 323-10) by analogy (ASC 323-30-25-1).

 Sawgrass Parent is deemed to be a VIE and the Company holds a 5% interest
in the Parent and an interest in the subsidiary New APR through the AMA, both of which are considered variable interests. However, the
Company does not represent the primary beneficiary as it does not possess the ability to direct the activities that most significantly
impact the economic performance of Sawgrass Parent. Accordingly, the Company does not consolidate Sawgrass Parent. Due to the Company's
interest in Sawgrass Parent, it was determined that the Company has significant influence over Sawgrass Parent. Therefore, the Company
accounts for its investment in Sawgrass Parent as an Equity Method Investment.

 The Company also concluded that the arrangement with
Sawgrass Parent is within the scope of ASC 606, Revenue from contracts with customers, and the common units issued to the Company by Sawgrass
Parent represented non-cash consideration. The initial carrying value as of December 31, 2024 of $7.2 million was measured equal to the
fair value of the common units received for future services to be performed under the AMA. The Company recorded $7.2 million of deferred
revenue for services to be performed under the AMA. During the year ended December 31, 2024, the Company did not recognize any revenue
associated with the AMA. The Company will initially record the equity method investment in Sawgrass Parent of $7.2 million, equal to the
fair value of the common units as of December 31, 2024.

 The Company assesses its equity method investment
for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.
No impairment losses were recognized during the year ended December 31, 2024.

 Impairment of Intangible Assets

 In May 2024, the Company recorded an intangible asset
with a fair value of $11,161,428. This asset represents non-monetary consideration received under a 5-year customer contract, in which
the Company will provide maintenance services to the customer. The intangible asset represents Digital Image data rights in the form of
a license agreement received by the Company from the customer.

 The fair value of the asset was determined on the
contract inception date based on the standalone selling price of the service and goods to be provided to the customer under the 5-year
contract since the Company could not reasonably estimate the fair value of the data rights received. The non-monetary transaction was
accounted for in accordance with Accounting Standards Codification (ASC) 606-10-32-21 through ASC 606-10-32-24.

 On the contract inception date, the Company also recorded
an immediate amortization of the intangible asset of $199,008 related to the pre-contract costs incurred relating to a pilot program for
this contract and recorded deferred revenue of $11,161,428 as contract liabilities with a current and non-current component, and then
immediately recognized $199,008 of this deferred revenue relating to the completed pilot program. The remaining deferred revenue is being
recognized over the 5-year term.

 In accordance with ASC 350-30-35-1, the amortization
for the intangible asset is based on its useful life and the useful life of an intangible asset is the period over which it is expected
to contribute directly or indirectly to the future cash flows of that entity. Accordingly, amortization of the intangible asset is recognized
over the life of the contract of five years.

 In accordance with ASC 350-30-35-14, an intangible
asset that is subject to amortization shall be reviewed for impairment if the carrying amount of the asset is not recoverable and exceeds
its fair value.

 There is no indication of impairment at December 31,
2024.

 Stock Based Compensation

 The Company accounts for employee and non-employee
stock-based compensation in accordance with ASC 718-10, " Share-Based Payment," which requires the measurement and recognition
of compensation expense for all share-based payment awards made to employees and directors including stock options, restricted stock units,
and employee stock purchases based on estimated fair values. The stock-based compensation carries a graded vesting feature subject to
the condition of time of employment service with awarded stock-based compensation tranches vesting evenly upon the anniversary date of
the award.

 The Company estimates the fair value of stock options
granted using the Black-Scholes option-pricing formula. In accordance with ASC 718-10-35-8, the Company elected to recognize the fair
value of the stock award using the graded vesting method as time of employment service is the criteria for vesting. The Company amortizes
the fair value of the stock award over the requisite service periods of the awards, which is generally the vesting period. The Company's
determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding a number of
highly subjective variables.

 The Company estimates volatility based upon the historical
stock price of the Company and estimates the expected term for stock options using the simplified method for employees and directors and
the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities
with similar maturities.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk

 Not applicable.

 Item 8. Financial Statements and Supplementary
Data.

 Our consolidated financial statements are contained
in pages F-1 through F-43 which appear at the end of this Annual Report on Form 10-K.

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

 There are no reportable events under this item
for the year ended December 31, 2024.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 With the participation of our Chief Executive Officer,
Chief Financial Officer and Controller, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of
the end of the period covered by this Report. Based upon such evaluation, our Chief Executive Officer, Chief Financial Officer and Controller
have concluded that, as of the end of such period, our disclosure controls and procedures were effective to ensure that information required
to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including our Chief
Executive Officer, Chief Financial Officer and Controller, as appropriate to allow timely decisions regarding required disclosure.

 Management's Annual Report on Internal
Control over Financial Reporting

 Our management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management,
under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer and Controller, evaluated the
effectiveness of our internal control over financial reporting as of the end of the period covered by this report. In making this assessment,
our management used the criteria set forth in the framework contained in Internal Control — Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our
internal control over financial reporting was effective as of the end of the period covered by this report based on those criteria.

 Our internal control over financial reporting is a
process designed under the supervision of our Chief Executive Officer, Chief Financial Officer and Controller to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in
accordance with generally accepted accounting principles, or GAAP. Internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management
and directors, and (iii) 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.

 Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. 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 policies
or procedures may deteriorate.

 Changes in Internal Control over Financial Reporting

 There were no changes in our internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for the quarter ended December 31,
2024, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 Item 9B. Other Information.

 Trading Plans

 During the quarter ended December 31, 2024, no director
or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case,
as defined in Item 408(a) of Regulation S-K).

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate
Governance

 Information about Directors, Executive Officers and
Corporate Governance is incorporated by reference to the Company's definitive Proxy Statement for the 2025 Annual Meeting of Stockholders,
which will be filed with the Securities and Exchange Commission within 120 days of the end of the Company's fiscal year.

 Item 11. Executive Compensation

 Information about executive compensation is incorporated
by reference to the Company's definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the Securities
and Exchange Commission within 120 days of the end of the Company's fiscal year.

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

 Information about security ownership is incorporated
by reference to the Company's definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the Securities
and Exchange Commission within 120 days of the end of the Company's fiscal year.

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

 Information about transactions with related persons
and director independence is incorporated by reference to the Company's definitive Proxy Statement for the 2025 Annual Meeting of Stockholders,
which will be filed with the Securities and Exchange Commission within 120 days of the end of the Company's fiscal year.

 Item 14. Principal Accountant Fees and Services.

 Information about aggregate fees billed to us by
our principal accountant is incorporated by reference to the Company's definitive Proxy Statement for the 2025 Annual Meeting of Stockholders,
which will be filed with the Securities and Exchange Commission within 120 days of the end of the Company's fiscal year.

 Item 15. Exhibits and Financial Statement Schedules.

 (a) The following documents are filed or furnished
as part of this Annual Report on Form 10-K:

 1.
Financial Statements

 Reference
is made to the Index to Financial Statements under page F-1 hereof.

 2.
Financial Statement Schedules

 The
Financial Statement Schedules have been omitted because they are not applicable, not required, or the information is shown in the financial
statements or related notes.

 3.
Exhibits

 Exhibit No.

 Exhibit Description

 2.1

 First
 Amendment to Merger and Plan of Merger, dated March 15, 2015 (incorporated herein by reference to the Current Report on Form
 8-K filed as Exhibit 2.1 on March 19, 2015)

 2.2

 Merger
 Agreement and Plan of Merger, dated February 6, 2015 (incorporated herein by reference to the Current Report on Form 8-K filed
 as Exhibit 2.1 on February 9, 2015)

 3.1

 Amendment
 to Amended and Restated Articles of Incorporation (incorporated herein by reference to the Current Report on Form 8-K filed as
 Exhibit 3.1 on July 13, 2015)

 3.2

 Amended
 and Restated Articles of Incorporation (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 3.1
 on April 7, 2015)

 3.3

 Amended
 and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.3 of the Company's Form S-1/A filed on May 28,
 2021)

 3.4

 of Amendment to Articles of Incorporation (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit
 3.1 with the Securities and Exchange Commission on April 28, 2017)

 3.5

 of Amendment to Articles of Incorporation Designation Series B Convertible Preferred Stock (incorporated herein by reference
 to the Current Report on Form 8-K filed as Exhibit 3.1 with the Securities and Exchange Commission on November 29, 2017)

 3.6

 Certificate
 of Amendment to Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on
 Form 8-K filed with the Securities and Exchange Commission on January 15, 2020)

 3.7

 of Amendment to Articles of Incorporation Designation of Series C Convertible Preferred Stock (incorporated herein by reference
 to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2021)

 3.8

 Amendments
 to Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.8 to the Company's Current Report on Form 8-K filed
 with the Securities and Exchange Commission on May 18, 2021)

 3.9

 of Amendment to Articles of Incorporation Designation of Series D Convertible Preferred Stock (incorporated herein by reference
 to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2022).

 3.10

 of Amendment to Articles of Incorporation Designation of Series E Convertible Preferred Stock (incorporated herein by reference
 to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2023)

 3.11

 Articles of
 Amendment to Articles of Incorporation Designation of Series F Convertible Preferred Stock (incorporated
 herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the
 Securities and Exchange Commission on August 3, 2023)

 3.12

 Articles of Amendment to Articles of Incorporation (incorporated herein by reference to Exhibit 3.12 to the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission on September 23, 2024)

 4.1

 Common
 Stock Purchase Warrant (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 4.1 on December 23,
 2016)

 4.2

 Form
 of Purchaser Warrant (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 4.1 on November 29,
 2017)

 4.3

 Form
 of Placement Agent Warrant (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 4.2 on November
 29, 2017)

 Exhibit No.

 Exhibit Description

 4.4

 Form
 of Representative's Warrant Agreemen t (incorporated herein by reference to Exhibit 4.3 to the Company's Registration
 Statement on Form S-1/A filed with the Securities and Exchange Commission on January 24, 2020)

 4.5

 Description
 of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein
 by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the Year Ended December 31, 2021, filed with the
 Securities and Exchange Commission on March 31, 2022)

 10.1+

 Employment
 Agreement, dated September 1, 2020, between the Company and Charles P. Ferry (incorporated by reference to the Annual Report
 on Form 10-K filed as Exhibit 10.32 on March 30, 2021)

 10.2

 Securities
 Purchase Agreement, dated March 31, 2016, by and between Duos Technologies Group, Inc. and the Schedule of Buyers attached thereto
 (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 10.1 on April 6, 2016)

 10.3

 Security
 and Pledge Agreement, dated April 1, 2016, by and among Duos Technologies Group, Inc., each of the Company's Subsidiaries named
 therein and GPB Debt Holdings II, LLC (in its capacity as collateral agent) (incorporated herein by reference to the Current
 Report on Form 8-K filed as Exhibit 10.2 on April 6, 2016)

 10.4

 Guaranty,
 dated April 1, 2016, by and among each of Duos Technologies Group, Inc.'s Subsidiaries named therein and GPB Debt Holdings
 II, LLC (in its capacity as collateral agent) (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit
 10.3 on April 6, 2016)

 10.5

 Warrant,
 dated April 1, 2016, issued by Duos Technologies Group, Inc. (incorporated herein by reference to the Current Report on Form
 8-K filed as Exhibit 10.4 on April 6, 2016)

 10.6+

 2016
 Equity Incentive Plan (incorporated herein by reference to the Proxy Statement on Schedule 14A filed on April 1, 2016)

 10.7

 Securities
 Purchase Agreement, dated December 20, 2016, by and between Duos Technologies Group, Inc. and JMJ Financial (incorporated herein
 by reference to the Current Report on Form 8-K filed as Exhibit 10.1 on December 23, 2016)

 10.8

 Promissory
 Note, dated December 20, 2016, by and between Duos Technologies Group, Inc. and JMJ Financial (incorporated herein by reference
 to the Current Report on Form 8-K filed as Exhibit 10.2 on December 23, 2016)

 10.9

 Form of Securities Purchase Agreement (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 10.1 on November 29, 2017)

 10.10

 Form of Registration Rights Agreement (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 10.2 on November 29, 2017)

 10.11

 Amendment #1 to the Securities Purchase Agreement and to the Note, dated May 22, 2017 (incorporated herein by reference to the Quarterly Report on Form 10-Q filed as Exhibit 10.5 with the Securities and Exchange Commission on August 15, 2017)

 10.12

 Amendment #2 to the Securities Purchase Agreement and to the Note, dated July 12, 2017 (incorporated herein by reference to the Quarterly Report on Form 10-Q filed as Exhibit 10.6 with the Securities and Exchange Commission on August 15, 2017)

 10.13

 Amendment #3 to the Securities Purchase Agreement and to the Note, dated August 14, 2017 (incorporated herein by reference to the Quarterly Report on Form 10-Q filed as Exhibit 10.7 with the Securities and Exchange Commission on August 15, 2017)

 10.14

 Amendment #4 to the Securities Purchase Agreement and Note, dated November 14, 2017, by and between Duos Technologies Group, Inc. and JMJ Financial (incorporated herein by reference to the Quarterly Report on Form 10-Q filed as Exhibit 10.8 on November 20, 2017)

 10.15

 Amendment #5 to the Securities Purchase Agreement and Note, dated November 16, 2017, by and between Duos Technologies Group, Inc. and JMJ Financial (incorporated herein by reference to the Quarterly Report on Form 10-Q filed as Exhibit 10.9 on November 20, 2017)

 10.16

 Amendment #6 to the Securities Purchase Agreement and Note, dated November 20, 2017, by and between Duos Technologies Group, Inc. and JMJ Financial (incorporated herein by reference to the Quarterly Report on Form 10-Q filed as Exhibit 10.10 on November 20, 2017)

 10.17

 Forbearance Agreement, dated May 12, 2017, by and among Duos Technologies Group, Inc. and GPB Debt Holdings II, LLC (incorporated herein by reference to the Quarterly Report on Form 10-Q filed as Exhibit 10.13 on November 20, 2017)

 10.18

 Form of Note Holder Letter Agreement, dated June 9, 2017 (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 10.1 with the Securities and Exchange Commission on June 15, 2017)

 10.19+

 Form of Arcaini Letter Agreement, dated June 9, 2017 (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 10.2 with the Securities and Exchange Commission on June 15, 2017)

 10.20+

 Form of Goldfarb Letter Agreement, dated June 9, 2017 (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 10.3 with the Securities and Exchange Commission on June 15, 2017)

 10.21

 GPB Debt Holdings II, LLC Letter Agreement, dated August 1, 2017 (incorporated herein by reference to the Quarterly Report on Form 10-Q filed as Exhibit 10.4 with the Securities and Exchange Commission on August 15, 2017)

 10.22

 Form of Conversion Letter (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 10.5 with the Securities and Exchange Commission on November 29, 2017)

 10.23

 Form of Redemption Letter (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 10.4 with the Securities and Exchange Commission on November 29, 2017)

 10.24

 Form of Pay-off Letter (incorporated herein by reference to the Current Report on Form 8-K filed as Exhibit 10.3 with the Securities and Exchange Commission on November 29, 2017)

 Exhibit No.

 Exhibit Description

 10.25+

 Amendment to 2016 Equity Incentive Plan (incorporated by reference to Appendix B of the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 18, 2017).

 10.26+

 Amendment to 2016 Equity Incentive Plan (incorporated by reference to the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 21, 2019)

 10.27+

 Form of Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020)

 10.28

 Paycheck Protection Program Note, dated April 23, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020)

 10.29

 Separation Agreement, dated July 10, 2020, by and between Duos Technologies Group, Inc. and Gianni B. Arcaini (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020)

 10.30

 Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2021)

 10.31

 Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2021)

 10.32+

 2021 Equity Incentive Plan (incorporated herein by reference to the Proxy Statement on Schedule 14A filed on June 23, 2021)

 10.33+

 Employment Agreement, dated April 1, 2018, between the Company and Adrian G. Goldfarb (incorporated herein by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 11, 2019)

 10.34+

 Employment Agreement, dated April 1, 2018, between the Company and Connie L. Weeks (incorporated herein by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 11, 2019)

 10.35

 Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2022)

 10.36

 Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2022)

 10.37

 Form of Securities Purchase Agreement (incorporated herein by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2023)

 10.38

 Form of Registration Rights Agreement (incorporated herein by reference
to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2023)

 10.39+

 2021 Equity Incentive Plan as amended (incorporated
 herein by reference to Exhibit C to the definitive Proxy Statement filed with the Securities and Exchange Commission on April 7,
 2023)

 10.40+

 Duos Technologies Group, Inc. Employee Stock Purchase
 Plan (incorporated herein by reference to Exhibit B to the definitive Proxy Statement filed with the Securities and Exchange Commission
 on April 7, 2023)

 10.41

 Form of Securities Purchase Agreement (incorporated
 herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission
 on August 3, 2023)

 10.42

 Form of Registration Rights Agreement (incorporated
 herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission
 on August 3, 2023)

 10.43

 Form of Securities Purchase Agreement (incorporated
 herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
 on November 14, 2023)

 10.44

 Form of Exchange Agreement (incorporated herein by
 reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
 on November 14, 2023)

 10.45

 Form of Registration Rights Agreement (incorporated
 herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
 on November 14, 2023)

 10.46+

 Employment Agreement, dated as of December 1, 2023,
 between Duos Technologies Group, Inc. and Andrew W. Murphy (incorporated herein by reference to Exhibit 10.1 to the Company's
 Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2023).

 10.47

 Form of Securities Purchase Agreement for Series D Preferred Stock
(incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 25, 2024)

 10.48

 Form of Registration Rights Agreement for Series D Preferred Stock
(incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 25, 2024)

 10.49

 Form of Securities Purchase Agreement for Series E Preferred Stock
(incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 25, 2024)

 Exhibit No.

 Exhibit Description

 10.50

 Form of Registration Rights Agreement for Series E Preferred Stock
(incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 25, 2024)

 10.51+

 Employment Agreement, dated as of April 25, 2024, between Duos Technologies Group, Inc. and Adrian Goldfarb (incorporated herein by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2024)

 10.52

 Form of Secured Promissory Note (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on July 23, 2024)

 10.53

 Form of Security Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 23, 2024)

 10.54

 Form of Guaranty (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on July 23, 2024)

 10.55+

 2021 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit B to the definitive Proxy Statement filed with the
Securities and Exchange Commission on August 16, 2024)

 10.56+

 Employment Agreement, made and entered into as of January 1, 2025, between Duos Technologies Group, Inc. and Charles P. Ferry (incorporated
herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission
on February 4, 2025))

 10.57+

 Employment Agreement, made and entered into as of January 1, 2025, between Duos Technologies Group, Inc. and Adrian Goldfarb (incorporated
herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission
on February 4, 2025)

 10.58+

 Employment Agreement, made and entered into as of January 1, 2025, between Duos Technologies Group, Inc. and Christopher King (incorporated
herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities, and Exchange Commission
on February 4, 2025)

 14.1

 Code of Ethics (incorporated herein by reference to Exhibit 14.1 to the
Company's Annual Report on Form 10-K for the Year Ended December 31, 2018 on April 15, 2019)

 19.1

 Policy on Insider Trading

 List of Subsidiaries

 23.1

 Consent of Salberg & Company, P.A.

 31.1*

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2**

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97*

 DUOS Technologies Group, Inc. Policy for the Recovery of Erroneously Awarded
 Compensation

 99.1

 Audit Committee Charter (incorporated by reference to the Company's Annual Report on Form 10-K filed on April 15, 2019)

 99.2

 Compensation Committee Charter (incorporated by reference to the Company's Annual Report on Form 10-K filed on April 15, 2019)

 99.3

 Corporate Governance and Nominating Committee Charter (incorporated by reference to the Company's Annual Report on Form 10-K filed on April 15, 2019)

 101.INS *

 101.SCH *

 101.CAL *

 101.DEF *

 101.LAB *

 101.PRE *

 104*

 *

 filed herewith

 **

 furnished herewith

 +

 indicates management contract or compensatory plan

 Item 16. Form 10-K Summary

 Not applicable

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 DUOS TECHNOLOGIES GROUP, INC.

 Date: March 31, 2025

 By:

 /s/ Charles P. Ferry

 Charles P. Ferry

 Chief Executive Officer

 Date: March 31, 2025

 By:

 /s/ Adrian G. Goldfarb

 Adrian G. Goldfarb

 Chief Financial Officer

 Pursuant to
the requirements of the Securities Exchange Act of 1934, this 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/ Charles P. Ferry

 Chief Executive Officer and Director

 Charles P. Ferry

 (Principal Executive Officer)

 /s/ Adrian G. Goldfarb

 Chief Financial Officer

 Adrian G. Goldfarb

 (Principal Financial Officer)

 /s/ Kenneth Ehrman

 Chairman

 Kenneth Ehrman

 /s/ Ned Mavrommatis

 Director

 Ned Mavrommatis

 /s/ James Craig Nixon

 Director

 James Craig Nixon

 /s/ Frank A. Lonegro

 Director

 Frank A. Lonegro

 INDEX TO FINANCIAL
STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 106)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the Stockholders and the Board of Directors
of:

 Duos Technologies Group, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheets of Duos Technologies Group, Inc. and Subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated
statements of operations, changes in stockholders' equity and cash flows for each of the two years in the period ended December
31, 2024 and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the
consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December
31, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December
31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated
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 consolidated 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 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.

 Critical
Audit Matters

 The critical audit matters communicated below are
matters arising from the current period audit of the consolidated 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 consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Equity Method Investment

 As described in Footnote 1 "Equity Method
Investments" and Footnote 9 "Equity Investment – Sawgrass APR Holdings LLC", the Company entered into an
Asset Management Agreement ("AMA") with Sawgrass Buyer LLC ("Sawgrass"). Under the AMA, the Company will
manage the deployment and operations of a fleet of mobile gas turbines and balance-of-plant inventory providing management, sales
and operations functions. A substantial portion of the Company staff and management would oversee operations of Sawgrass. In
connection with this agreement, the company received an initial cash payment and common units in Sawgrass.

 We identified the accounting for the common units
received in Sawgrass as a critical audit matter. The determination of whether to consolidate Sawgrass as a variable interest entity or
use cost method or equity method for the investment and the valuation of the investment is complex and requires estimates which can be
subjective. Further, the units are considered received as non-monetary consideration from a customer, which accounting is complex.

 2295 NW Corporate Blvd.,
Suite 240 • Boca Raton, FL 33431

 Phone: (561) 995-8270 •
Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

 www.salbergco.com •
info@salbergco.com

 Member National Association
of Certified Valuation Analysts • Registered with the PCAOB

 Member
CP AConnect with Affiliated Offices Worldwide
 • Member Center for Public Company Audit Firms

 F- 2

 The primary procedures we performed to address these
critical audit matters included (a) Reviewed the AMA agreement. (b) Audited management's analysis and conclusion as to whether Sawgrass
should be consolidated as a variable interest entity or the value of the common units received should be accounted for under the equity
method or cost method and compared such analysis to authoritative and interpretive guidance, (c) Gained an understanding of management's
process to value the investment, (d) Audited the Company's fair value valuation of the investment including the propriety of the
valuation method used, the reliability and relevancy of data used and the reasonableness of significant assumptions used in the estimate,
(e) Recomputed the resulting fair value to test the accuracy of the valuation estimate, (f) Tested management's conclusion that
the non-monetary consideration received represents consideration from a customer to be accounted for under ASC 606 "Revenue from
contracts with customers", and (g) Compared the financial statement presentation to authoritative or interpretive literature. We
agree with management's conclusions.

 Percentage of Completion Revenue Recognition &
Related Contract Assets and Contract Liabilities

 As described in footnote 1, "Revenue Recognition
– Technology Systems" and footnote 11, "Revenues and Contract Accounting" to the consolidated financial statements,
the Company recognizes revenue over time using a cost-based input methodology in which significant judgement is required to determine
estimated costs to complete projects. These estimated costs are then used to determine the progress towards contract completion and the
corresponding amount of revenue to recognize. In addition, contract assets on uncompleted contracts represent cumulative revenues in excess
of billings on uncompleted contracts accounted for under the percentage of completion contract method. Contract liabilities on uncompleted
contracts represent billings that exceed cumulative revenues recognized on uncompleted contracts accounted for under the percentage of
completion contract method.

 We identified this percentage of completion revenue
recognition as a critical audit matter. Auditing management's estimates and judgments regarding forecasts of total estimated costs
to complete projects is especially challenging and complex.

 The primary procedures we performed to address this
critical audit matter included (a) evaluated the reasonableness of management's cost estimates to complete projects by gaining an
understanding of the management's process to develop the estimates, comparing them to historical information, year-to-date current
information, information available on projects subsequent to year end, and other supporting information, (b) performed ratio analysis
and gross margin comparisons when applicable on a sample of technology systems revenues (c) agreed cost details to supporting documents,
(d) traced cash receipts from customers to bank statements, (e) recomputed the revenue earned and recognized, and (f) recomputed the contract
asset or liability. We agree with management's conclusions.

 Analysis of Liquidity and Going Concern

 As summarized in Footnote 2 "Liquidity"
to the consolidated financial statements, the Company has a history of net losses and net cash used in operating activities and believes
such conditions will continue for a period of time into the future. These are considered adverse conditions or events that lead management
to consider whether there is substantial doubt about the ability of the Company to continue as a going concern for a reasonable period
of time or whether such concerns are alleviated with management's plans.

 We identified the going concern risk analysis as a
critical audit matter. Auditing management's going concern analysis including their process to develop the analysis and the projections
of future cash flows, operating trends, and assessments of internal and external matters that may affect the Company's future operations
and cash flows involved a high degree of subjectivity. Additionally, auditing management's plans to address the going concern risk
involved highly subjective auditor judgment.

 The primary procedures we performed to address this
critical audit matter included (a) assessed the reasonableness of management's process for developing their assessment of whether
a going concern risk exists, (b) assessed the reasonableness of assumptions management used in their future cash flow projections, consideration
of positive and negative evidence impacting management's forecasts, and consideration of the Company's financing arrangements
in place as of the report date, (c) developed our own independent calculation of expected source and use of funds and needs of the Company
over the one year period from the date of issuance of the consolidated financial statements, (d) tested management's bank reconciliations
and confirmed cash balances as of December 31, 2024 with the banks and inspected the bank balances after the January and February 2025
stock subscriptions (e) identified management's plans for dealing with the adverse conditions and events discussed above and assessed
the reasonableness of the assumptions of such plans, (f) assessed whether it is probable that management's plans, when implemented,
will mitigate the adverse effects of the conditions and events discussed above, (g) concluded whether substantial doubt exists as to whether
the Company can continue as a going concern for a period of one year after the consolidated financial statements are issued and (h) considered
the effect of such conclusion on the consolidated financial statement disclosures and our report of an independent registered public accounting
firm. We agree with management's conclusions

 /s/ Salberg & Company, P.A.

 SALBERG & COMPANY, P.A.

 We have served as the Company's auditor since
2013

 Boca Raton, Florida

 F- 3

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 6,266,296

 $
 2,441,842

 Accounts receivable, net

 403,441

 1,462,463

 Contract assets

 635,774

 641,947

 Inventory

 605,356

 1,526,165

 Prepaid expenses and other current assets

 176,338

 184,478

 Note Receivable, net

 —

 —

 Total Current Assets

 8,087,205

 6,256,895

 Inventory – non current

 196,315

 —

 Property and equipment, net

 2,771,779

 726,507

 Operating lease right of use asset - Office Lease

 4,028,397

 4,373,155

 Financing lease right of use asset - Edge Data Centers

 2,019,180

 —

 Security deposit

 500,000

 550,000

 OTHER ASSETS:

 Equity Investment - Sawgrass APR Holdings LLC

 7,233,000

 —

 Intangible Asset, net

 9,592,118

 —

 Note Receivable, net

 —

 153,750

 Patents and trademarks, net

 127,300

 129,140

 Software development costs, net

 403,383

 652,838

 Total Other Assets

 17,355,800

 935,728

 TOTAL ASSETS

 $
 34,958,677

 $
 12,842,285

 F- 4

 CONSOLIDATED BALANCE SHEETS (CONTINUED)

 2024

 2023

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:

 Accounts payable

 $
 969,822

 $
 595,634

 Notes payable - financing agreements

 17,072

 41,976

 Accrued expenses

 373,251

 164,113

 Operating lease obligations - Office Lease -current portion

 798,556

 779,087

 Financing lease obligation - Edge
 Data Centers - current portion

 367,451

 —

 Notes payable, net of
 discount- related parties

 1,758,396

 —

 Contract liabilities, current

 11,805,018

 1,666,243

 Total Current Liabilities

 16,089,566

 3,247,053

 Contract liabilities, less current portion

 11,016,134

 —

 Operating lease obligations - Office Lease, less current portion

 3,867,042

 4,228,718

 Financing
 lease obligation - Edge Data Centers, less current portion

 1,724,604

 —

 Total Liabilities

 32,697,346

 7,475,771

 Commitments and Contingencies (Note 12)

 STOCKHOLDERS' EQUITY:

 Preferred stock: $ 0.001 par value, 10,000,000 authorized, 9,441,000 shares available to be designated

 Series A redeemable convertible preferred stock, $ 10 stated value per share, 500,000 shares designated; 0 and 0 issued and outstanding at December 31, 2024 and December 31, 2023, respectively, convertible into common stock at $ 6.30 per share

 —

 —

 Series B convertible preferred stock, $ 1,000 stated value per share,
 15,000 shares designated; 0 and 0 issued and outstanding at December 31, 2024 and December 31, 2023, respectively, convertible into common stock at $ 7 per share

 —

 —

 Series C convertible preferred stock, $ 1,000 stated value per share,
 5,000 shares designated; 0 and 0 issued and outstanding at December 31, 2024 and December 31, 2023, respectively, convertible into common stock at $ 5.50 per share

 —

 —

 Series D convertible preferred stock, $ 1,000 stated value per share,
 4,000 shares designated; 1,299 and 1,299 issued and outstanding at December 31, 2024 and December 31, 2023, respectively, convertible into common stock at $ 3.00 per share

 Series E convertible preferred stock, $ 1,000 stated value per share,
 30,000 shares designated; 13,500 and 11,500 issued and outstanding at December 31, 2024 and December 31, 2023, respectively, convertible into common stock at $ 2.61 and $ 3.00 per share, respectively

 Series F convertible preferred stock, $ 1,000 stated value per share,
 5,000 shares designated; 0 and 0 issued and outstanding at December 31, 2024 and December 31, 2023, respectively, convertible into common stock at $ 6.20 per share

 —

 —

 Common stock: $ 0.001 par value; 500,000,000 shares authorized, 8,922,576 and 7,306,663 shares issued, 8,921,252 and 7,305,339 shares outstanding at December 31, 2024 and December 31, 2023, respectively

 8,921

 7,306

 Additional paid-in-capital

 76,777,856

 69,120,199

 Accumulated deficit

 ( 74,368,009
)

 ( 63,603,552
)

 Sub-total

 2,418,783

 5,523,966

 Less: Treasury stock ( 1,324 shares of common stock
 at December 31, 2024 and December 31, 2023)

)

)

 Total Stockholders' Equity

 2,261,331

 5,366,514

 Total Liabilities and Stockholders' Equity

 $
 34,958,677

 $
 12,842,285

 F- 5

 CONSOLIDATED STATEMENTS OF OPERATIONS

 2024

 2023

 REVENUES:

 Technology systems

 $

 $
 3,618,022

 Services and consulting

 5,028,528

 3,853,176

 Total Revenues

 COST OF REVENUES:

 Technology systems

 2,818,078

 4,352,247

 Services and consulting

 3,993,592

 1,810,070

 Total Cost of Revenues

 6,811,670

 6,162,317

 GROSS MARGIN

 469,215

 1,308,881

 OPERATING EXPENSES:

 Sales and marketing

 2,138,431

 1,493,309

 Research and development

 1,531,390

 1,812,951

 General and administration

 7,782,920

 9,449,187

 Total Operating Expenses

 11,452,741

 12,755,447

 LOSS FROM OPERATIONS

 ( 10,983,526
)

 ( 11,446,566
)

 OTHER INCOME (EXPENSES):

 Interest expense

 ( 286,114
)

 ( 7,159
)

 Change in fair value of warrant liabilities

 245,980

 —

 Gain on extinguishment of warrant liabilities

 379,626

 —

 Other income, net

 ( 120,423
)

 212,007

 Total Other Income (Expenses), net

 219,069

 204,848

 NET LOSS

 $
 ( 10,764,457
)

 $
 ( 11,241,718
)

 Basic and Diluted Net Loss Per Share

 $
 ( 1.39
)

 $
 ( 1.56
)

 Weighted Average Shares-Basic and Diluted

 7,736,281

 7,204,177

 F- 6

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND
2023

 Preferred Stock B

 Preferred Stock C

 Preferred Stock D

 Preferred Stock E

 Preferred Stock F

 Common Stock

 Additional

 Paid-in-Capital

 Accumulated
 Deficit

 Treasury
 Stock

 Total

 Balance December 31, 2022

 —

 $
 —

 —

 $
 —

 1,299

 $

 —

 $
 —

 —

 $
 —

 7,156,876

 $
 7,156

 $
 56,562,600

 $
 ( 52,361,834
)

 $
)

 $
 4,050,471

 Series E preferred stock issued

 —

 —

 —

 —

 —

 —

 6,500

 —

 —

 —

 —

 6,499,993

 —

 —

 6,500,000

 Series F Preferred stock issued

 —

 —

 —

 —

 —

 —

 —

 —

 5,000

 —

 —

 4,999,995

 —

 —

 5,000,000

 Series F Preferred stock exchanged for Series E preferred

 —

 —

 —

 —

 —

 —

 5,000

 ( 5,000
)

 ( 5
)

 —

 —

 —

 —

 —

 —

 Stock options compensation

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 573,441

 —

 —

 573,441

 Stock issuance cost

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 25,797
)

 —

 —

 ( 25,797
)

 Stock issued for services

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 38,249

 143,027

 —

 —

 143,065

 Stock issued under the Employee Stock Purchase Plan for cash and compensation

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 111,538

 366,940

 —

 —

 367,052

 Net loss for the year ended December 31, 2023

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 11,241,718
)

 —

 ( 11,241,718
)

 Balance December 31, 2023

 —

 $
 —

 —

 $
 —

 1,299

 $

 11,500

 $

 —

 $
 —

 7,306,663

 $
 7,306

 $
 69,120,199

 $
 ( 63,603,552
)

 $
)

 $
 5,366,514

 Series D preferred stock issued

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 869,999

 —

 —

 870,000

 Series D preferred stock converted to common stock

 —

 —

 —

 —

 ( 870
)

 ( 1
)

 —

 —

 —

 —

 290,002

 ( 289
)

 —

 —

 —

 Series E preferred stock issued

 —

 —

 —

 —

 —

 —

 2,125

 —

 —

 —

 —

 2,125,000

 —

 —

 2,125,002

 Series E preferred stock converted to common stock

 —

 —

 —

 —

 —

 —

 ( 125
)

 —

 —

 —

 47,892

 ( 48
)

 —

 —

 —

 Common stock issued for cash under ATM

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 818,657

 3,543,870

 —

 —

 3,544,689

 Stock options compensation

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 26,154

 —

 —

 26,154

 Stock issuance cost

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 220,183
)

 —

 —

 ( 220,183
)

 Stock issued for services

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 45,311

 164,955

 —

 —

 165,000

 Stock issued under the Employee Stock Purchase Plan for cash and compensation

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 69,407

 249,022

 —

 —

 249,091

 Common stock issued upon cash exercise of warrants

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 344,644

 899,177

 —

 —

 899,521

 Net loss for the year ended December 31, 2024

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 10,764,457
)

 —

 ( 10,764,457
)

 Balance December 31, 2024

 —

 $
 —

 —

 $
 —

 1,299

 $

 13,500

 $

 —

 $
 —

 8,922,576

 $
 8,921

 $
 76,777,856

 $
 ( 74,368,009
)

 $
)

 $
 2,261,331

 F- 7

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 Cash from operating activities:

 Net loss

 $
 ( 10,764,457
)

 $
 ( 11,241,718
)

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

 Depreciation and amortization

 2,161,722

 550,201

 Stock based compensation

 108,981

 710,047

 Stock issued for services

 165,000

 143,065

 Amortization of debt discount related to warrant liabilities

 184,002

 —

 Fair value of warrant liabilities

 ( 245,980
)

 —

 Gain on settlement of warrant liabilities

 ( 379,626
)

 —

 Amortization of operating lease right of use asset - Office Lease

 344,757

 316,776

 Amortization of lease right of use asset - Edge Data Centers

 50,820

 —

 Provision for credit losses, accounts receivable

 76,037

 —

 Provision for credit losses, note receivable

 161,250

 —

 Write off of inventory

 126,703

 —

 Changes in assets and liabilities:

 Accounts receivable

 982,985

 1,955,800

 Note receivable

 ( 7,500
)

 ( 153,750
)

 Contract assets

 6,173

 ( 216,225
)

 Inventory

 52,700

 ( 97,804
)

 Security deposit

 50,000

 50,000

 Prepaid expenses and other current assets

 414,091

 744,771

 Accounts payable

 374,188

 ( 1,694,756
)

 Accrued expenses

 209,138

 ( 289,209
)

 Operating lease obligation - Office Lease

 ( 342,206
)

 ( 232,007
)

 Lease obligation - Edge Data Centers

 22,055

 —

 Contract liabilities

 2,760,480

 708,245

 Net cash used in operating activities

 ( 3,488,687
)

 ( 8,746,564
)

 Cash flows from investing activities:

 Purchase of patents/trademarks

 ( 9,535
)

 ( 69,327
)

 Purchase of software development

 —

 ( 527,896
)

 Purchase of fixed assets

 ( 1,831,763
)

 ( 496,686
)

 Net cash used in investing activities

 ( 1,841,298
)

 ( 1,093,909
)

 Cash flows from financing activities:

 Repayments on financing agreements

 ( 430,855
)

 ( 520,529
)

 Repayment of finance lease

 —

 ( 22,851
)

 Proceeds from notes payable, related parties

 2,200,000

 —

 Proceeds from warrant exercises

 899,521

 —

 Proceeds from common stock issued

 3,544,689

 —

 Stock issuance cost

 ( 220,183
)

 ( 25,797
)

 Proceeds from shares issued under Employee Stock Purchase Plan

 166,265

 230,400

 Proceeds from preferred stock issued

 2,995,002

 11,500,000

 Net cash provided by financing activities

 9,154,439

 11,161,223

 Net increase in cash

 3,824,454

 1,320,750

 Cash, beginning of year

 2,441,842

 1,121,092

 Cash, end of year

 $
 6,266,296

 $
 2,441,842

 Supplemental Disclosure of Cash Flow Information:

 Interest paid

 $
 3,865

 $
 7,159

 Taxes paid

 $
 20,126

 $
 29,085

 Supplemental Non-Cash Investing and Financing Activities:

 Debt discount for warrant liability

 $
 625,606

 $
 —

 Notes issued for financing of insurance premiums

 $
 434,883

 $
 487,929

 Transfer of inventory to fixed assets

 $
 545,091

 $
 —

 Intangible asset acquired with contract liability

 $
 11,161,428

 $
 —

 Equity Investment - Sawgrass APR Holdings LLC

 $
 7,233,000

 $
 —

 Right of use asset and liability for Edge Data Centers

 $
 2,070,000

 $
 —

 F- 8

 NOTE 1 – NATURE OF OPERATIONS AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

 Nature of Operations

 Duos Technologies Group, Inc., through its operating
subsidiaries, Duos Technologies, Inc., Duos Edge AI, Inc., and Duos Energy Corporation, (collectively the "Company"), is a
company that specializes in machine vision and artificial intelligence to analyze fast moving objects such as trains, trucks, automobiles,
and aircraft. This technology can help improve safety, maintenance, and operating metrics.

 The Company is the inventor of the Railcar Inspection
Portal ("RIP") and is currently the rail industry leader for machine vision/camera wayside detection systems that include
the use of Artificial Intelligence at speeds up to 125 mph. The RIP inspects a train at full speed from the top, sides, and bottom looking
at Federal Railroad Administration/Association of American Railroads mandated safety inspection points. The system also detects illegal
riders, which can assist law enforcement agencies. Each railcar is scanned with machine vision cameras and other sensors from the top,
sides, and bottom, where images are produced within seconds of the railcar passing. These images can then be used by the customer to help
prevent derailments, improve maintenance operations, and assist with security. The Company self-performs all aspects of hardware, software,
Information Technology ("IT"), and Artificial Intelligence development and engineering. The Company maintains significant
intellectual property and continues to be awarded additional patents for both the technology and methodologies used. The Company also
has a proprietary portfolio of approximately 53 Artificial Intelligence "Use Cases" that automatically flag defects. The Company
has deployed this system with several Class 1 railroads and one major passenger carrier and anticipates an increased demand in the future
from railcar operators, owners, shippers, transit railroads as well as law enforcement agencies.

 In 2024, the Company's management team determined
that it would be in the best interests of the Company and its shareholders to leverage the skills and expertise that have been built up
since 2021 to expand into other markets. Duos will continue to develop industry solutions for its target markets addressing rail, trucking,
aviation and other vehicle-based processes. In addition, the Company elected to develop new offerings based on its existing technology
and formed a new subsidiary in July 2024 called Duos Edge AI ("Edge"). The objective of this new subsidiary is to market a
special part of the RIP for the provision of high-speed and function processing of data and applications with a focus on reducing latency
in response times to end-users. Duos has many years of experience via its expert staff in bringing these types of capabilities to remote
locations, also known as "the edge". Edge processing can be an extremely efficient and lower cost alternative to traditional
data centers. The strategy for Edge is to serve rural communities, also known as Tier 3 and 4 markets, and install Edge data centers in
these locations thereby providing access to high-speed communications and advanced processing capabilities as a substitute for solutions
where large amounts of data are "backhauled" using "the Cloud". Duos developed these capabilities as an adjunct
to its RIP offerings due to the need for fast results (less than 60 seconds) in identifying defects and maintenance issues on moving railcars.

 Also in late 2024, the Company formed a third subsidiary,
Duos Energy Corporation ("Duos Energy") with the express purpose of providing consulting services and solutions for the rapidly
growing demand for electrical power outside of traditional utilities. As an outgrowth of its new Edge Data Center subsidiary, and the
current expert staff on-hand, the Company has engaged with multiple third parties to act in a consulting and ultimately asset management
capacity whereby Duos staff will be engaged directly to supply this type of power solutions for multiple uses including for large data
centers supporting AI "hyperscalers". In conjunction with this, in late 2024, Duos engaged with Fortress Investment Group
("FIG") to assist in FIG's purchase of approximately 850 Mega Watts of electrical generation capacity (consisting of
30 mobile gas turbine generators) and associated equipment to support their installation and operation ("balance-of-plant").
In late November 2024, Sawgrass Buyer LLC, an entity formed and owned by FIG, executed an asset purchase agreement with Atlas Corporation,
APR Energy Holdings Limited and a number of its wholly-owned affiliates (collectively, "APR"). Chuck Ferry, our CEO, was formerly
the CEO of APR from 2018 to 2020. The transaction closed on December 31, 2024. At Closing, Sawgrass Buyer LLC entered into an Asset Management
Agreement ("AMA") with the Company under which a substantial portion of Company staff, including certain members of the management
team (including Mr. Ferry), would oversee operations of Sawgrass Buyer LLC. The AMA term has a two year term with customary cancellation
provisions. At Closing, the Company also received a 5%, non-voting ownership interest in Sawgrass APR Holdings, LLC ("Sawgrass
Parent"), the ultimate parent company of Sawgrass Buyer LLC. Subsequent to Closing, Sawgrass Buyer LLC changed its name to New APR
Energy, LLC ("New APR").

 On December 31, 2024, the Company entered into an
AMA, with New APR, an entity formed by affiliates of FIG. Under the AMA, Duos Energy
will manage the deployment and operations for a fleet of mobile gas turbines and "balance-of-plant" inventory, providing management,
sales and operations functions to New APR in connection with the Assets. In exchange for services to be performed under the AMA, the Company
received an initial cash payment from New APR and common units in Sawgrass Parent. While the Company has board representation in Sawgrass
Parent, its common units are non-voting and the Company does not control the board of directors of Sawgrass Parent.

 F- 9

 Where the Company has an interest in a Variable Interest
Entity ("VIE"), it will consolidate any VIE in which the Company has a controlling financial interest and deemed to be the
primary beneficiary. A controlling financial interest has both of the following characteristics: (1) the power to direct the activities
of the VIE that most significantly impact its economic performance; and (2) the obligation to absorb losses of the VIE that could potentially
be significant to the VIE or the right to receive benefits from the VIE that could be significant to the VIE. If both of the characteristics
are met, the Company is considered to be the primary beneficiary and therefore will consolidate that VIE into our consolidated financial

 Investments in partnerships, unincorporated joint
ventures and LLCs that maintain specific ownership accounts for each investor are excluded from the scope of ASC 323-10. However, ASC
323-30 provides guidance on applying the criteria for equity method accounting to investments in partnerships, unincorporated joint ventures
and LLCs. When an investor in a partnership, unincorporated joint venture or LLC has the ability to exercise significant influence over
that investment, it should apply the equity method (ASC 323-10) by analogy (ASC 323-30-25-1).

 Sawgrass Parent is deemed to be a VIE and the
Company holds a 5% interest in the Sawgrass Parent and an interest in the subsidiary New APR through the AMA, both of which are
considered variable interests. However, the Company does not represent the primary beneficiary as it does not possess the ability to
direct the activities that most significantly impact the economic performance of Sawgrass Parent. Accordingly, the Company does not
consolidate Sawgrass Parent. Due to the Company's interest in Sawgrass Parent, it was determined that the Company has
significant influence over Sawgrass Parent. Therefore, the Company accounts for its investment in Sawgrass Parent as an Equity
Method Investment.

 The Company also concluded that the arrangement
with Sawgrass Parent is within the scope of ASC 606, Revenue from contracts with customers, and the common units issued to the
Company by Sawgrass Parent represented non-cash consideration. The initial carrying value of the equity method investment as of
December 31, 2024 of $ 7.2
million was measured equal to the fair value of the common units received for future services to be performed under the AMA. The
Company recorded $ 7.2 million
of deferred revenue for services to be performed under the AMA. During the year ended December 31, 2024, the Company did not
recognize any revenue associated with the AMA.

 The Company will initially record the equity method
investment in Sawgrass Parent of $ 7.2 million, equal to the fair value of the common units as of December 31, 2024.

 Under the terms of the AMA, Duos staff will conduct
all operations for commercial engagement, planning and project management, installation and operations of the New APR assets. The new
entity will share certain management functions with Duos including the CEO, COO, Chief Commercial Officer and General Counsel and other
services will be provided by Duos in a combination of direct staffing with specific experience in the power generation industry and other
functions as necessary via a "shared services" agreement. New APR will have its own President and Chief Financial Officer
and while in the early stages, certain accounting staff will be supplied via the shared services arrangement, it is expected that New
APR will develop its own accounting and administrative functions. It is expected that there will be a strong correlation between the two
companies, particularly in the areas of Data Center power generation and business development and Duos is expected to participate in these
opportunities in addition to the anticipated revenues from the AMA.

 Principles of Consolidation

 The audited consolidated financial statements include
Duos Technologies Group, Inc. and its wholly owned subsidiaries, Duos Technologies, Inc., Duos Edge AI, Inc. and Duos Energy Corporation.
All inter-company transactions and balances are eliminated in consolidation.

 Use of Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures 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 may differ from these
estimates. The most significant estimates in the accompanying audited consolidated financial statements include the initial valuation
of a non-monetary transaction with a customer, valuation of intangible assets for impairment analysis, allowance on accounts receivable
and notes receivable, valuation of common stock warrants received in exchange for an asset sale, valuation of deferred tax assets, valuation
of other long-lived assets, estimates of net contract revenues and the total estimated costs to determine progress towards contract completion,
valuation of inventory, estimates of the valuation of right of use assets and corresponding lease liabilities, valuation of warrants issued
with debt, valuation of warrant liabilities, valuation of stock-based awards and the valuation of a minority interest in Sawgrass Parent.
We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates.

 F- 10

 Concentrations

 Cash Concentrations

 Cash is maintained at financial institutions and
at times, balances may exceed federally insured limits. We have not experienced any losses related to these balances. As of December
31, 2024 and 2023, the Company had balances in a financial institution which combined exceeded federally insured limits by
approximately $ 5,422,404
and $ 1,948,794,
respectively. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the
Company's consolidated financial condition, results of operation and cash flows.

 Significant Customers and Concentration of Credit
Risk

 The Company had certain customers whose revenue individually
represented 10% or more of the Company's total revenue, or whose accounts receivable balances individually represented 10% or more
of the Company's total accounts receivable, as follows:

 For the year ended December 31, 2024, four customers
accounted for 34 %, 31 %, 13 %, and 12 % of revenues. For the year ended December 31, 2023, three customers accounted for 48 %, 30 %, and 11 %
of revenues. In all cases, there are no minimum contract values stated. Each contract covers an agreement to deliver a rail inspection
portal which, once accepted, must be paid in full, with 30% or more being due and payable prior to delivery. The balances of the contracts
are for service and maintenance, which is paid annually in advance with revenues recorded ratably over the contract period.

 At December 31, 2024, three customers accounted
for 73 %,
 17 % and 10 %,
of accounts receivable. At December 31, 2023, two customers accounted for 83 %
and 11 %
of accounts receivable. Much of the credit risk is mitigated since all of the customers listed here are Class 1 railroads with a
history of timely payments to us.

 Geographic Concentration

 Approximately 45 % and 44 % of revenue in 2024 and 2023, respectively,
is generated from customers outside of the United States.

 Significant Vendors and Concentration of Credit
Risk

 In some instances, the Company relies on a limited
pool of vendors for key components related to the manufacturing of its subsystems. These vendors are primarily focused on camera, server
and lighting technologies integral to the Company's solution. Where possible, the Company seeks multiple vendors for key components
to mitigate vendor concentration risk.

 Fair Value of Financial Instruments and Fair
Value Measurements

 The Company follows Accounting Standards Codification
("ASC") 820, "Fair Value Measurements and Disclosures" ("ASC 820"), for assets and liabilities measured
at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted
accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure
about such fair value measurements.

 ASC 820 defines fair value as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the
use of unobservable inputs.

 These inputs are prioritized below:

 Level 1:

 Observable inputs such as quoted market
 prices in active markets for identical assets or liabilities

 Level 2:

 Observable market-based inputs or unobservable
 inputs that are corroborated by market data

 Level 3:

 Unobservable inputs for which there is little or no
 market data, which require the use of the reporting entity's own assumptions that the market participants would use in the valuation
 of the asset or liability based on the best available information.

 F- 11

 The Company analyzes all financial instruments with
features of both liabilities and equity under the Financial Accounting Standard Board's ("FASB") accounting standard
for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level
of input that is significant to the fair value measurement.

 The estimated fair value of certain financial instruments,
including accounts receivable, prepaid expenses, accounts payable, accrued expenses and notes payable are carried at historical cost basis,
which approximates their fair values because of the short-term nature of these instruments.

 The changes in level 3 valuations for the year ended
December 31, 2024, was as follows:

 Schedule of fair value of financial instruments

 2024

 December 31, 2023

 $
 —

 Issuance of Warrant liabilities

 625,606

 Change in fair value

 ( 245,980
)

 Gain on extinguishment

 ( 379,626
)

 $
 —

 Accounts Receivable

 On January 1, 2023, the Company adopted ASC 326,
"Financial Instruments - Credit Losses". In accordance with ASC 326, an allowance for credit losses is maintained for
estimated forward-looking losses resulting from the possible inability of customers to make required payments (current expected
losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial
factors regarding specific customers.

 Accounts receivable are stated at estimated net realizable
value. Accounts receivable are comprised of balances due from customers net of estimated allowances for credit losses. In determining
the collections on the account, historical trends are evaluated, and specific customer issues are reviewed to arrive at appropriate allowances.
The Company reviews its accounts to estimate losses resulting from the inability of its customers to make required payments. Any required
allowance is based on specific analysis of past due accounts and also considers historical trends of write-offs. Past due status is based
on how recently payments have been received from customers.

 Inventory

 Inventory consists primarily of spare parts and consumables
and long-lead time components to be used in the production of our technology systems or in connection with maintenance agreements with
customers. Any inventory deemed to be obsolete is written off. Inventory is stated at the lower of cost or net realizable value. Inventory
cost is primarily determined using the weighted average cost method.

 The Company classifies inventory as a current asset
when it is expected to be sold or utilized in production within the normal operating cycle, typically twenty-four months. Inventory that
is determined to be slow-moving or not expected to be sold or utilized within the next twenty-four months is reclassified to non-current
assets under Non-current inventory

 The assessment of slow-moving inventory is based on
historical sales trends, demand forecasts, and management's judgment regarding market conditions. Once reclassified, the inventory
is reviewed annually for impairment, and any necessary write-downs are recognized in the consolidated statement of operations.

 As of December 31, 2024, the Company recognized an
inventory write-off of $ 126,703. This write-off was primarily due to inventory that was deemed obsolete. The write-off was recorded as a
reduction to the carrying value of inventory and recorded to general and administration as an expense in the period. The Company continuously
evaluates the recoverability of its inventory. There are no material impacts on the Company's financial position as a result of the write-off.

 For the year ended December 31, 2024, the Company reclassified $ 196,315
of inventory to non-current assets due to extended product cycles. This reclassification did not have a material impact on the Company's
financial position or results of operations.

 F- 12

 Intangible Asset

 In May 2024, the Company recognized an intangible
asset which represents digital image data rights received under a license agreement as non-monetary consideration under a five-year customer
contract. The intangible asset will be amortized over the five-year contractual term.

 Property and Equipment

 Property and equipment are stated at cost, less accumulated
depreciation. Depreciation is provided by the straight-line method over the estimated economic life of the property and equipment (three
to five years). When assets are sold or retired, their costs and accumulated depreciation are eliminated from the accounts and any gain
or loss resulting from their disposal is included in the statement of operations. Leasehold improvements are expensed over the shorter
of the term of our lease or their useful lives.

 Software Development Costs

 Software development costs incurred prior to
establishing technological feasibility are charged to operations and included in research and development costs. The technological feasibility
of a software product is established when the Company has completed all planning, designing, coding, and testing activities that are necessary
to establish that the product meets its design specifications, including functionality, features, and technical performance requirements.
Software development costs incurred after establishing technological feasibility for software sold as a perpetual license, as defined
within ASC 985-20 (Software – Costs of Software to be Sold, Leased, or Marketed) are capitalized and amortized on a product-by-product
basis when the product is available for general release to customers. Software development costs are evaluated for impairment annually
by comparing the net realizable value to the unamortized capitalization costs and writing these costs down to net realizable value.

 Patents and Trademarks

 Patents and trademarks which are stated at amortized
cost, relate to the development of video surveillance security system technology and are being amortized over 17 years.

 Long-Lived Assets

 The Company evaluates the recoverability of its
property, equipment, and other long-lived assets, including finite-lived intangible assets, in accordance with FASB ASC 360-10-35-15
"Impairment or Disposal of Long-Lived Assets", which requires recognition of impairment of long-lived assets in the
event there are indicators of impairment and the net book values of such assets exceed the estimated future undiscounted cash flows
attributable to such assets or the business to which such intangible assets relate. This guidance requires that long-lived assets
and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.

 Equity Method Investments

 If an investment qualifies for the equity method of accounting, the Company's
investment is recorded initially at cost and subsequently adjusted for equity in net income (loss) and cash contributions and distributions.
The net income or loss of an unconsolidated equity method investment is allocated to its investors in accordance with the provisions of
the operating agreement of the entity. The allocation provisions in these agreements may differ from the ownership interest held by each
investor. Differences, if any, between the carrying amount of our investment in the respective equity method investee and the Company's
share of the underlying equity of such equity method investee are amortized over the respective lives of the underlying assets as applicable.
These items are reported as a single line item in the consolidated statements of operations as income or loss from investments in unconsolidated
equity method investees. Investments are reviewed for changes in circumstance or the occurrence of events that suggest an other-than-temporary
event where our investment may not be recoverable.

 On December 31, 2024, the Company entered into an
Asset Management Agreement (the "AMA"), with New APR, an entity formed by affiliates of FIG. Under
the AMA, Duos Energy will manage the deployment and operations of a fleet of mobile gas turbines and balance-of-plant inventory, providing
management, sales and operations functions to New APR in connection with the assets. In exchange for services to be performed under the
AMA, the Company received an initial cash payment and common units in Sawgrass Parent. While the Company has board representation in Sawgrass
Parent, its common units are non-voting and the Company does not control the board of directors of Sawgrass Parent.

 F- 13

 Where the Company has an interest in a Variable Interest
Entities ("VIE") it will consolidate any VIE in which the Company has a controlling financial interest and deemed to be the
primary beneficiary. A controlling financial interest has both of the following characteristics: (1) the power to direct the activities
of the VIE that most significantly impact its economic performance; and (2) the obligation to absorb losses of the VIE that could potentially
be significant to the VIE or the right to receive benefits from the VIE that could be significant to the VIE. If both of the characteristics
are met, the Company is considered to be the primary beneficiary and therefore will consolidate that VIE into the consolidated financial

 Investments in partnerships, unincorporated joint
ventures and LLCs that maintain specific ownership accounts for each investor are excluded from the scope of ASC 323-10. However, ASC
323-30 provides guidance on applying the criteria for equity method accounting to investments in partnerships, unincorporated joint ventures
and LLCs. When an investor in a partnership, unincorporated joint venture or LLC has the ability to exercise significant influence over
that investment, it should apply the equity method (ASC 323-10) by analogy (ASC 323-30-25-1).

 Sawgrass Parent is deemed to be a VIE and the Company
holds a 5% interest in the Parent and an interest in the subsidiary New APR through the AMA, both of which are considered variable interests.
However, the Company does not represent the primary beneficiary as it does not possess the ability to direct the activities that most
significantly impact the economic performance of Sawgrass Parent. Accordingly, the Company does not consolidate Sawgrass Parent. Due to
the Company's interest in Sawgrass Parent, it was determined that the Company has significant influence over Sawgrass Parent. Therefore,
the Company accounts for its investment in Sawgrass Parent as an Equity Method Investment.

 The Company also concluded that the arrangement
with Sawgrass Parent is within the scope of ASC 606, Revenue from contracts with customers, and the common units issued to the
Company by Sawgrass Parent represented non-cash consideration. The initial carrying value of the equity method investment as of
December 31, 2024 of $7.2 million was measured equal to the fair value of the common units received for future services to be
performed under the AMA. The Company recorded $7.2 million of deferred revenue for services to be performed under the AMA. During
the year ended December 31, 2024, the Company did not recognize any revenue associated with the AMA. The Company will initially
record the equity method investment in Sawgrass Parent of $7.2 million, equal to the fair value of the common units as of December
31, 2024.

 The Company assesses its equity method investment
for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.
No impairment losses were recognized during the year ended December 31, 2024.

 Product Warranties

 The Company has a 90 -day warranty period for materials
and labor after final acceptance of a project. If any parts are defective they are replaced under our vendor warranty which is usually
 12 to 36 months. Final acceptance terms vary by customer. Some customers have a cure period for any material deviation and if the Company
fails or is unable to correct any deviations, a full refund of all payments made by the customer will be arranged by the Company. As of
December 31, 2024 and 2023, the warranty costs have been de-minimis, therefore no accrual of warranty liability has been made.

 Loan Costs

 Loan costs paid to lenders, or third parties are recorded
as debt discounts to the related loans and amortized to interest expense over the loan term.

 Sales Returns

 Our systems are sold as integrated systems and there
are no sales returns allowed.

 F- 14

 Revenue Recognition

 The Company follows Accounting Standards Codification
606, Revenue from Contracts with Customers ("ASC 606"), that affects the timing of when certain types of revenues will be
recognized. The basic principles in ASC 606 include the following: a contract with a customer creates distinct contract assets and performance
obligations, satisfaction of a performance obligation creates revenue, and a performance obligation is satisfied upon transfer of control
to a good or service to a customer.

 Revenue is recognized by evaluating our revenue contracts
with customers based on the five-step model under ASC 606:

 1.

 Identify the contract with the customer;

 2.

 Identify the performance obligations in the contract;

 3.

 Determine the transaction price;

 4.

 Allocate the transaction price to separate performance obligations; and

 5.

 Recognize revenue when (or as) each performance obligation is satisfied.

 The Company generates revenue from four sources:

 (1)
 Technology Systems

 (2)
 AI Technologies

 (3)
 Technical Support

 (4)
 Consulting services including revenues from the AMA agreement which begins in January 2025

 Technology Systems

 For revenues related to technology systems, the Company
recognizes revenue over time using a cost-based input methodology in which significant judgment is required to estimate costs to complete
projects. These estimated costs are then used to determine the progress towards contract completion and the corresponding amount of revenue
to recognize.

 Accordingly, the Company now bases its revenue recognition
on ASC 606-10-25-27, where control of a good or service transfers over time if the entity's performance does not create an asset
with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date including a
profit margin or reasonable return on capital. Control is deemed to pass to the customer instantaneously as the goods are manufactured
and revenue is recognized accordingly.

 In addition, the Company has adopted ASC 606-10-55-21
such that if the cost incurred is not proportionate to the progress in satisfying the performance obligation, we adjust the input method
to recognize revenue only to the extent of the cost incurred. Therefore, the Company will recognize revenue at an equal amount to the
cost of the goods to satisfy the performance obligation. To accurately reflect revenue recognition based on the input method, the Company
has adopted the implementation guidance as set out in ASC-606-10-55-187 through 192.

 Under this method, contract revenues are recognized
over the performance period of the contract in direct proportion to the costs incurred. Costs include direct material, direct labor, subcontract
labor and other allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are also charged
to the periods as incurred. Any recognized revenues that have not been billed to a customer are recorded as an asset in "contract
assets". Any billings of customers more than recognized revenues are recorded as a liability in "contract liabilities".
However, in the event a loss on a contract is foreseen, the Company will recognize the loss when such loss is determined to be both probable
and reasonably estimable.

 F- 15

 AI Technologies

 The Company has revenue from applications that incorporate
artificial intelligence (AI) in the form of predetermined algorithms which provide important operating information to the users of our
systems. The revenue generated from these applications of AI consists of a fixed fee related to the design, development, testing and incorporation
of new algorithms into the system, which is recognized as revenue at a point in time upon acceptance, as well as an annual application
maintenance fee, which is recognized as revenue ratably over the contracted maintenance term.

 Technical Support

 Technical support services are provided on both an
as-needed and extended-term basis and may include providing both parts and labor. Maintenance and technical support provided outside of
a maintenance contract are on an "as-requested" basis, and revenue is recognized over time as the services are provided. Revenue
for maintenance and technical support provided on an extended-term basis is recognized over time ratably over the term of the contract.

 Consulting Services

 The Company's consulting services business
generates revenues under contracts with customers from four sources: (1) Professional Services (consulting and auditing and including revenues from the AMA agreement which begins in January 2025); (2)
Software licensing with optional hardware sales; (3) Customer service training and (4) Maintenance/support.

 (1)
 Revenues for professional services, which are of short-term duration, are recognized when
services are completed;

 (2)
 For all periods reflected in this report, software license sales have been one-time sales
of a perpetual license to use our software product and the customer also has the option to purchase third-party manufactured handheld
devices from us if they purchase our software license. Accordingly, the revenue is recognized upon delivery of the software and delivery
of the hardware, as applicable, to the customer;

 (3)
 Training sales are one-time upfront short-term training sessions and are recognized after
the service has been performed; and

 (4)
 Maintenance/support is an optional product sold to our software license customers under one-year
contracts. Accordingly, maintenance payments received upfront are deferred and recognized over the contract term.

 Multiple Performance Obligations and Allocation
of Transaction Price

 Arrangements with customers may involve multiple performance
obligations including project revenue and maintenance services in our Technology Systems business. Maintenance will occur after the project
is completed and may be provided on an extended-term basis or on an as-needed basis. In our consulting services business, multiple performance
obligations may include any of the above four sources. Training and maintenance on software products may occur after the software product
sale while other services may occur before or after the software product sale and may not relate to the software product. Revenue recognition
for a multiple performance obligations arrangement is as follows:

 Each performance obligation is accounted for separately
when each has value to the customer on a standalone basis and there is Company specific objective evidence of the selling price of each
deliverable. For revenue arrangements with multiple deliverables, the Company allocates the total customer arrangement to the separate
units of accounting based on their relative selling prices as determined by the price of the items when sold separately. Once the selling
price is allocated, the revenue for each performance obligation is recognized using the applicable criteria under GAAP as discussed above
for performance obligations sold in single performance obligation arrangements. A delivered item or items that do not qualify as a separate
unit of accounting within the arrangement are combined with the other applicable undelivered items within the arrangement. The allocation
of arrangement consideration and the recognition of revenue is then determined for those combined deliverables as a single unit of accounting.
The Company sells its various services and software and hardware products at established prices on a standalone basis which provides Company
specific objective evidence of selling price for purposes of performance obligations relative selling price allocation. The Company only
sells maintenance services or spare parts based on its established rates after it has completed a system integration project for a customer.
The customer is not required to purchase maintenance services. All elements in multiple performance obligations arrangements with Company
customers qualify as separate units of account for revenue recognition purposes.

 Cos t of Revenues

 Cost of revenues primarily includes inventory, shipping,
certain fixed labor and overhead and allocated depreciation and amortization as applicable.

 Advertising

 The Company expenses the cost of advertising.
During the years ended December 31, 2024 and 2023, there were no advertising costs.

 F- 16

 Stock Based Compensation

 The Company accounts for employee and non-employee
stock-based compensation in accordance with ASC 718-10, " Share-Based Payment," which requires the measurement and recognition
of compensation expense for all share-based payment awards made to employees and directors including stock options, restricted stock units,
and employee stock purchases based on estimated fair values. The stock-based compensation carries a graded vesting feature subject to
the condition of time of employment service with awarded stock-based compensation tranches vesting evenly upon the anniversary date of
the award.

 The Company estimates the fair value of stock options
granted using the Black-Scholes option-pricing formula. In accordance with ASC 718-10-35-8, the Company elected to recognize the fair
value of the stock award using the graded vesting method as time of employment service is the criteria for vesting. The Company's
determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding a number of
highly subjective variables.

 The Company estimates volatility based upon the historical
stock price of the Company and estimates the expected term for stock options using the simplified method for employees and directors and
the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities
with similar maturities.

 Income Taxes

 The Company accounts for income taxes in accordance
with the Financial Accounting Standards Board FASB Accounting Standards Codification ("ASC") 740, Income Taxes, which requires
the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income
tax purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either
be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.

 The Company evaluates all significant tax positions
as required by ASC 740. As of December 31, 2024, the Company does not believe that it has taken any positions that would require the recording
of any additional tax liability, nor does it believe that there are any unrealized tax benefits that would either increase or decrease
within the next year.

 Any penalties and interest assessed by income
taxing authorities are included in operating expenses.

 The federal and state income tax returns of the
Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Tax years
2021, 2022 and 2023 remain open for potential audit.

 Earnings (Loss) Per Share

 Basic earnings per share (EPS) are computed by dividing
the net loss applicable to common stock by the weighted average number of common shares outstanding. Diluted net loss per common share
is computed by dividing the net loss applicable to common stock by the weighted average number of common shares outstanding for the period
and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares
issuable upon the exercise or conversion of stock options, stock warrants, convertible debt instruments, convertible preferred stock or
other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

 At December 31, 2024, there were (i) an aggregate
of 0 outstanding warrants to purchase shares of common stock, (ii) employee stock options to purchase an aggregate of 606,452 shares of
common stock, (iii) 433,000 common shares issuable upon conversion of Series D Convertible Preferred Stock, (iv) 5,172,416 common shares
issuable upon conversion of Series E Convertible Preferred Stock, and (v) 0 common shares issuable upon conversion of Series F Convertible
Preferred Stock, all of which were excluded from the computation of diluted net earnings per share because their inclusion would have
been anti-dilutive.

 At December 31, 2023, there were (i) an aggregate
of 44,644 outstanding warrants to purchase shares of common stock, (ii) employee stock options to purchase an aggregate of 1,387,775 shares
of common stock, (iii) 433,000 common shares issuable upon conversion of Series D Convertible Preferred Stock, (iv) 3,833,334 common shares
issuable upon conversion of Series E Convertible Preferred Stock, and (v) 0 common shares issuable upon conversion of Series F Convertible
Preferred Stock, all of which were excluded from the computation of diluted net earnings per share because their inclusion would have
been anti-dilutive.

 F- 17

 Leases

 The Company follows ASC 842 "Leases".
This guidance requires lessees to recognize right-of-use ("ROU") assets and lease liabilities for most operating leases. In
addition, this guidance requires that lessors separate lease and non-lease components in a contract in accordance with the revenue guidance
in ASC 606.

 The Company made an accounting policy election
to not recognize short-term leases with terms of twelve months or less on the balance sheet and instead recognize the lease payments in
expense as incurred. The Company has also elected to account for real estate leases that contain both lease and non-lease components as
a single lease component.

 At the inception of a contract the Company assesses
whether the contract is, or contains, a lease. The Company's assessment is based on: (1) whether the contract involves the use of
a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout
the period, and (3) whether we have the right to direct the use of the asset.

 Operating ROU assets represent the right to use
the leased asset for the lease term and operating lease liabilities are recognized based on the present value of minimum lease payments
over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate
based on the information available at the lease commencement date to determine the present value of future payments. The lease term includes
all periods covered by renewal and termination options where the Company is reasonably certain to exercise the renewal options or not
to exercise the termination options. Operating lease expense is recognized on a straight-line basis over the lease term and is included
in general and administration expenses in the consolidated statements of operations.

 Recent Accounting Pronouncements

 From time to time, the FASB or other standards
setting bodies will issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards
Update ("ASU").

 In December 2023, the FASB issued ASU No. 2023-09
Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific
categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative
threshold. Further, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 is effective
for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively.
The Company evaluated the disclosure impact of ASU 2023-09; and determined the standard will not have an impact on the Company's
consolidated financial statements.

 In November 2024, the FASB issued ASU 2024-03, Income
Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to
provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function.
The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation,
amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining
in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and,
in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years
beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements.

 Management does not believe that any other recently
issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

 F- 18

 NOTE 2 – LIQUIDITY

 Under Accounting Codification ASC 205, Presentation
of Financial Statements—Going Concern (Subtopic 205-40) ("ASC 205-40"), the Company has the responsibility to evaluate
whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due
within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not
take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements
are issued. Management has assessed the Company's ability to continue as a going concern in accordance with the requirement of ASC
205-40.

 As reflected in the accompanying consolidated financial
statements, the Company had a net loss of $ 10,764,457 for the year ended December 31, 2024. During the same period, cash used in operating
activities was $ 3,488,687. The working capital deficit and accumulated deficit as of December 31, 2024, were $ 8,002,361 and $ 74,368,009,
respectively. In previous financial reports, the Company had raised substantial doubt about continuing as a going concern. This was principally
due to a lack of working capital prior to securities underwritten offerings and private placements which were completed during 2022, 2023,
2024 and 2025 as well.

 As previously noted, the Company was successful during
2023 in raising gross proceeds of over $ 11,500,000 from the sale of Series E and F Preferred Stock. Additionally, in the first and second
quarters of 2024, the Company raised gross proceeds of $ 2,995,002 from the issuance of a combination of Series D and E Preferred Stock
(See Note 14). The Company successfully raised approximately $ 3,544,689 in gross proceeds through its At-The-Market (ATM) offering program
in 2024 and secured an additional $ 3,954,940 in gross proceeds during the first two months of 2025. Additionally, during the second quarter
of 2025, the Company will again have access to its S-3 "shelf registration" statement allowing the Company to sell additional
securities. At the time of this document, the Company estimates that it will have available capacity on its shelf registration which it
can utilize to bolster working capital and growth of the business in the event that revenues from its recently executed AMA with New APR
do not provide sufficient cash flow to support operations. Although additional investment is not assured, the Company is comfortable that
it would be able to raise sufficient capital to support expanded operations based on an anticipated increase in business activity. In
the long run, the continuation of the Company as a going concern is dependent upon the ability of the Company to continue executing its
business plan, generate enough revenue, and attain consistently profitable operations. We have analyzed our cash flow under "stress
test" conditions and have determined that we have sufficient liquid assets on hand or available via the capital markets to maintain
operations for at least twelve months from the issuance date of this report.

 In addition, management has taken and continues to
take actions including, but not limited to, elimination of certain costs that do not contribute to short term revenue, and re-aligning
both management and staffing with a focus on improving certain skill sets necessary to build growth and profitability and focusing product
strategy on opportunities that are likely to bear results in the relatively short term. The Company believes that, with the combination
of commercial sales success, coupled with an S-3 shelf registration availability starting in the second quarter of 2025, it will have
sufficient working capital to meet its obligations over the following twelve months. In the last twelve months the Company has seen growth
in its contracted backlog as well as significant, positive signs from new commercial projects that indicate improvements in future revenues.

 Management believes that, at this time, the conditions
in our traditional market space with ongoing contract delays, the consequent need to procure certain materials in advance of a binding
contract and the additional time needed to execute on new contracts previously reported could put a strain on our cash reserves. However,
the anticipated steady cashflow from the AMA and the ability to raise capital via its shelf registration indicate there is no substantial
doubt for the Company to continue as a going concern for a period of twelve months. We expect to continue executing the plan to grow our
business and achieve profitability as previously discussed. The Company may selectively look at opportunities for fundraising in the future
including potential debt offerings to support asset acquisition. Management has extensively evaluated our requirements for the next twelve
months and has determined that the Company currently has sufficient cash and access to capital to operate for at least that period.

 While no assurance can be provided, management believes
that these actions provide the opportunity for the Company to continue as a going concern and to grow its business and achieve profitability
with access to additional capital funding. Ultimately the continuation of the Company as a going concern is dependent upon the ability
of the Company to continue executing the plan described above which was put in place in late 2024 and will continue in 2025 and beyond.
As a result, we expect to generate sufficient revenue and to attain profitable operations with minimal cash use in the next 12-18 months.
These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 F- 19

 NOTE 3 – ACCOUNTS RECEIVABLE

 Accounts receivable were as follows at December
31, 2024 and 2023:

 Schedule of accounts receivable

 2024

 2023

 Accounts receivable

 $
 479,478

 $
 1,462,463

 Allowance for credit losses

 ( 76,037
)

 —

 Accounts Receivable, net

 $
 403,441

 $
 1,462,463

 The Company recorded bad debt expense in the
amount of $ 76,037
and zero 0 for the years ended December 31, 2024 and December 31, 2023, respectively.

 A summary of the activity related to our allowance
for credit losses during the year ended December 31, 2024 is summarized below.

 Schedule of allowance for doubtful accounts

 Amounts

 Allowance for doubtful accounts, beginning balance

 $
 —

 Allowance for doubtful accounts provision

 ( 76,037
)

 Less recoveries

 —

 Allowance for doubtful accounts, ending balance

 $
 ( 76,037
)

 NOTE 4 – INTANGIBLE ASSET

 In May 2024, the Company recorded an intangible
asset with a fair value of $ 11,161,428. This asset represents non-monetary consideration received under a 5 -year customer contract, in
which the Company will provide maintenance services to the customer. The intangible asset represents Digital Image data rights in the
form of a license agreement received by the Company from the customer.

 The fair value of the asset was determined on
the contract inception date based on the standalone selling price of the service and goods to be provided to the customer under the 5-year
contract since the Company could not reasonably estimate the fair value of the data rights received. The non-monetary transaction was
accounted for in accordance with Accounting Standards Codification (ASC) 606-10-32-21 through ASC 606-10-32-24.

 On the contract inception date, the Company
also recorded an immediate amortization of the intangible asset of $ 199,008 related to the pre-contract costs incurred relating to a pilot
program for this contract and recorded deferred revenue of $ 11,161,428 as contract liabilities with a current and non-current component,
and then immediately recognized $ 199,008 of this deferred revenue relating to the completed pilot program. The remaining deferred revenue
is being recognized over the 5 -year term.

 In accordance with ASC 350-30-35-1, the amortization
for the intangible asset is based on its useful life and the useful life of an intangible asset is the period over which it is expected
to contribute directly or indirectly to the future cash flows of that entity. Accordingly, amortization of the intangible asset is recognized
over the life of the contract of five years.

 In accordance with ASC 350-30-35-14, an intangible
asset that is subject to amortization shall be reviewed for impairment if the carrying amount of the asset is not recoverable and exceeds
its fair value. There is no indication of impairment at December 31, 2024.

 Intangible asset at December 31, 2024 and December
31, 2023 consists of:

 Schedule of intangible asset

 2024

 2023

 Intangible Asset, gross

 $

 11,161,428

 $

 —

 Accumulated Amortization

 ( 1,569,310

)

 —

 Intangible Asset, net

 $

 9,592,118

 $

 —

 Amortization of the intangible asset
during the years ended December 31, 2024 and December 31, 2023, was $ 1,569,310
and zero 0, respectively.

 The future amortization of the intangible asset is
as follows:

 Schedule of future amortization of intangible assets

 Calendar Year

 2025

 $

 2026

 2027

 2028

 2029

 822,182

 Total Intangible Asset Amortization

 $
 9,592,118

 F- 20

 NOTE 5: CASH ADVANCE PAYMENT – SAWGRASS HOLDINGS
LLC

 Schedule of cash advance payment

 Cash

 $
 5,000,000

 Contract liabilities, current

 ( 5,000,000
)

 Net Statement of operations impact

 $
 —

 In December 2024, the Company entered into a series
of contracts with Fortress under which the Company will deploy and operate a fleet of mobile gas turbines and balance-of-plant inventory,
providing management, sales and operations functions to New APR in connection with the assets. In exchange for services performed under
the Asset Management Agreement ("AMA"), the Company received an advance cash payments and common units in Sawgrass Parent
(see Note 9). The Company will account for the arrangement with New APR as Revenue from contracts with customers. New APR advanced
the Company $5.0 million in cash upon execution of the contract, which will be applied ratably on a monthly basis against amounts incurred
under the AMA for a period of 12 months in 2025. In the event that the AMA is terminated within the first 12 months, any balance remaining
of the advanced funds would be credited in full to Duos.

 The advanced consideration does not provide the benefit
of financing as the cash will be consumed within the first year of the contract to align the interests of both parties under the AMA.
As of December 31, 2024, deferred revenue under the arrangement was $ 5.0 million, comprised of the $ 5.0 million advance payment. The Company
did no t recognize any revenue under the AMA during the year ended December 31, 2024.

 NOTE 6 – PROPERTY AND EQUIPMENT

 The major classes of property and equipment are as
follows at December 31, 2024 and 2023:

 Schedule of property and equipment

 2024

 2023

 Furniture and Fixtures

 $
 132,018

 $
 132,018

 Tools and Equipment

 1,569,034

 1,291,673

 Leasehold Improvements

 298,004

 298,004

 Construction in Progress

 2,099,493

 Internal Use Software

 381,441

 381,441

 4,479,990

 2,103,136

 Accumulated Depreciation

 ( 1,708,211
)

 ( 1,376,629
)

 Property, Equipment and Software, net

 $
 2,771,779

 $
 726,507

 2024

 2023

 Internal Use Software consisted of the following:

 Internal Use Software

 $
 381,441

 $
 381,441

 Accumulated depreciation

 ( 225,429
)

 ( 133,149
)

 Internal Use Software, net

 $
 156,012

 $
 248,292

 2024

 2023

 Depreciation Expense:

 Property and equipment, excluding internal use software

 $
 239,302

 $
 315,686

 Internal Use Software amortization expense

 92,280

 84,328

 The following is a schedule of estimated future amortization expense of
internal use software at December 31, 2024:

 Schedule
 of estimated future depreciation expense of software

 2025

 $
 97,340

 2026

 58,672

 2027

 —

 $
 156,012

 F- 21

 NOTE 7 – PATENTS AND TRADEMARKS

 Schedule of patents and trademarks

 2024

 2023

 Patents

 $
 405,007

 $
 395,472

 Accumulated Amortization

 ( 277,707
)

 ( 266,332
)

 Patents and trademarks, net

 $
 127,300

 $
 129,140

 Amortization expense in 2024 and 2023 was
$ 11,375 and $ 9,920, respectively.

 NOTE 8 – SOFTWARE DEVELOPMENT COSTS

 Schedule of software development costs

 2024

 2023

 Software Development

 $
 796,807

 $
 721,309

 Construction in Progress

 72,872

 148,371

 Accumulated amortization

 ( 466,296
)

 ( 216,842
)

 Software Development, net

 $
 403,383

 $
 652,838

 The following is a schedule of estimated future amortization
expense of software development costs at December 31, 2024:

 Schedule of estimated
 future amortization expense of software

 2025

 $

 246,676

 2026

 108,894

 2027

 47,813

 $

 403,383

 Amortization of software development costs for the
years ended December 31, 2024 and 2023 was $ 249,454 and $ 140,267, respectively.

 NOTE
9 – EQUITY INVESTMENT – SAWGRASS APR HOLDINGS LLC

 Schedule of equity investment

 2024

 Equity Investment - Sawgrass APR Holdings LLC

 $
 7,233,000

 At the close of business December 31, 2024,
Duos Energy Corporation, a subsidiary, executed an AMA with New APR to manage its operations. The Company's CEO is also the CEO
of New APR and the operations of New APR are housed in the same facility as the Company in Jacksonville Florida.

 The Company was issued a 5% non-voting ownership
interest in Sawgrass Parent, in the form of 25,882,353 common units, which is accounted for using the equity method. The Company determined
the equity method was appropriate since Sawgrass Parent is considered a related party due to common management and the Company can exert
significant influence over the operations of New APR.

 The Company concluded that the arrangement with New
APR is within the scope of ASC 606, Revenue from contracts with customers, and the common units issued to the Company by Sawgrass Parent
represented non-cash consideration under ASC 606-10-32-31. The initial carrying value as of December 31, 2024 of $ 7.2 million was measured
equal to the fair value of the common units received for future services to be performed under the AMA. The Company recorded $ 7.2 million
of an equity method investment asset and $ 7.2 million of deferred revenue for services to be performed under the AMA. During the year
ended December 31, 2024, the Company did not recognize any revenue associated with the AMA and did not recognize any equity in net loss
of the investee.

 The Company assesses its equity method investment
for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.
No impairment losses were recognized during the year ended December 31, 2024.

 F- 22

 NOTE 10 – DEBT

 Notes Payable – Insurance Premium
Financing Agreements

 The Company's notes payable relating to financing
agreements classified as current liabilities consist of the following as of:

 Schedule of notes payable

 December
 31, 2024

 December
 31, 2023

 Notes
 Payable

 Principal

 Interest

 Principal

 Interest

 Third Party - Insurance Note 1

 $
 13,002

 8.00
 %

 $
 39,968

 6.24
 %

 Third Party - Insurance Note 2

 4,070

 —

 2,008

 —

 Third Party - Insurance Note 3

 —

 —

 —

 —

 Total

 $
 17,072

 $
 41,976

 The Company entered into an agreement on April 15,
2023 with its insurance provider by issuing a note payable (Insurance Note 1) for the purchase of an insurance policy in the amount of
$ 142,734, secured by that policy with an annual interest rate of 8.00 % and payable in 11 monthly installments of principal and interest
totaling $ 13,501. The Company renewed its agreement on April 15, 2024 with its insurance provider by issuing a note payable (Insurance
Note 1) for the purchase of an insurance policy in the amount of $ 154,338, secured by that policy with an annual interest rate of 8.25 %
and payable in 10 monthly installments of principal and interest totaling $ 16,023. At December 31, 2024 and December 31, 2023, the balance
of Insurance Note 1 was $ 13,002 and $ 39,968, respectively.

 The Company renewed its agreement on February 3, 2023
with its insurance provider by issuing a note payable (Insurance Note 2) for the purchase of an insurance policy in the amount of $ 24,140,
and payable in 12 monthly installments of $ 2,012. The Company renewed its agreement on February 3, 2024 with its insurance provider by
issuing a note payable (Insurance Note 2) for the purchase of an insurance policy in the amount of $ 24,480, and payable in 12 monthly
installments of $ 2,040. At December 31, 2024 and December 31, 2023, the balance of Insurance Note 2 was $ 4,070 and $ 2,008, respectively.

 The Company entered on February 2, 2023 with its insurance
provider by issuing a note payable (Insurance Note 3) for the purchase of an insurance policy in the amount of $ 293,520 with a down payment
paid in the amount of $ 125,690. The Company received a refund in October 2024 in the amount of $30,433 as a result of the annual audit
of the policy resulting in the refund being applied to the outstanding balance. The Company renewed its agreement on February 3, 2024
with its insurance provider by issuing a note payable (Insurance Note 3) for the purchase of an insurance policy in the amount of $ 245,798
with a down payment paid in the amount of $ 84,473 in the first quarter of 2024 and ten monthly installments of $ 20,166. At December 31,
2024 and December 31, 2023, the balance of Insurance Note 3 was $ 0 and $ 0, respectively.

 Notes Payable, Related Parties

 On July 22, 2024, the Company and Duos Edge
entered into secured promissory notes (the "Notes") with two institutional investors in the Company, 21 April Fund LP and 21
April Fund Ltd. These investors own more than 10% of the outstanding shares and are therefore considered related parties. The
principal amounts of the Notes are $ 1,520,000
for the Note issued to 21 April Fund Ltd. and $ 680,000
for the Note issued to 21 April Fund LP. The Notes bear interest at an annual rate of 10 %
and the principal and any accrued interest on the Notes are due on December
30, 2025. The Company has guaranteed all of Duos Edge's obligations pursuant to the Notes.

 As security for the Notes, Duos Edge AI granted
a first priority security interest in the equipment installed, as well as all revenues from such equipment and the Company pledged
all proceeds from the sale of shares of Common Stock under its ATM facility. All of the pledged revenues from the equipment and the
ATM facility are deposited in a blocked account and used solely to repay the Notes until they are repaid in full. In November 2024,
the Company obtained the lenders' consent waiving the requirement to deposit ATM proceeds in a separate blocked account and to
utilize the ATM proceeds for general corporate purposes, provided that any such amounts must be deposited in the blocked account on
or prior to December 1, 2025. The Notes may be prepaid without any prepayment penalties, provided that any prepayments shall be made
proportionately to each Note.

 F- 23

 This transaction is accounted for in accordance with
ASC 470, which provides guidance on the accounting for debt and debt modifications. The Company is in compliance with all covenants and
conditions associated with the Notes as of December 31, 2024.

 As of December 31, 2024, the carrying amount of the Notes is classified
as a current liability on the Company's consolidated balance sheet. The company accrued interest of $ 98,247 for the six months ended
December 31, 2024 with regard to the Notes.

 In connection with the Notes, the Company issued
warrants to purchase 92,727
shares of Common Stock to 21 April Fund LP and 207,273
shares of Common Stock to 21 April Fund Ltd. The warrants had an exercise price of $ 3.00
and were exercisable at any time on or prior to the close of business on the five-year 5 anniversary of the original issuance date
of July 22, 2024. The warrants contained a fundamental transaction provision whereby the Company might have to make a cash payment
to the warrant holder on a fundamental transaction trigger date. Accordingly, the warrants met the criteria to be accounted for as a
derivative liability instrument.

 The above warrants and the previously held 44,644
warrants were exercised by 21 April Fund LP and 21 April Fund Ltd. on September 19, 2024 and the Company issued an aggregate of 344,644
shares of Common Stock. In connection with such exercise, the parties agreed to reduce the exercise price of the warrants to $ 2.61 per
share and to remove any "blocker" or similar provisions in the warrants.

 The warrant liability value was measured using a Monte
Carlo simulation valuation method. The initial warrant liability valuation on the loan date was $ 625,606 which was recorded as a debt
discount and initial warrant liability. The warrant liability on September 19, 2024 was $ 379,626 with a change in fair value recorded
in other income/expense from the initial recording date through September 30, 2024 of $245,980. The debt discount is being amortized over
the term of the Notes.

 On September 19, 2024, the warrant exercise date,
the Company eliminated the warrant liability and recognized a gain on the extinguishment of the warrants in the amount $ 379,626.

 The promissory Notes Payable at December 31, 2024
were as follows:

 Schedule of promissory notes payable

 Notes Payable

 $
 2,200,000

 Unamortized Discount

 ( 441,604
)

 Notes Payable, net

 $
 1,758,396

 Amortization of the discount from the Note date of
July 22, 2024 through December 31, 2024 was $ 184,002 which is included in interest expense.

 F- 24

 The Company used the following assumptions in determining
the fair value of the warrant liabilities:

 Schedule of assumptions in determining

 Upon
 Grant

 Upon
 Exercise

 April Fund LP

 April Fund Ltd

 April Fund LP

 April Fund Ltd

 Date of Grant
 (Exercise)

 July
 22, 2024

 July
 22, 2024

 September
 19, 2024

 September
 19, 2024

 Note Value

 $

 —

 $

 —

 $

 —

 $

 —

 Issue (Exercise) Stock Price

 $
 2.77

 $
 2.77

 $
 2.49

 $
 2.49

 Strike

 $
 3.00

 $
 3.00

 $
 2.61

 $
 2.61

 Share Equivalents

 92,727

 207,273

 92,727

 207,273

 Strike Price discount

 %

 %

 %

 %

 Expected Remaining Term (Years)

 5.00

 5.00

 4.84

 4.84

 Historical Volatility

 %

 %

 %

 %

 Expected Volatility

 %

 %

 %

 %

 Dividend Yield

 %

 %

 %

 %

 Annual Rate of Quarterly Dividends

 $
 0.000

 $
 0.000

 $
 0.000

 $
 0.000

 Discount Rate - Bond Equivalent Yield

 4.170
 %

 4.170
 %

 3.480
 %

 3.480
 %

 NOTE 11 – REVENUES AND CONTRACT ACCOUNTING

 The Company generates revenue from four sources: (1)
Technology Systems; (2) AI Technology which is included in the consolidated statements of operations line-item Technology Systems; (3)
Technical Support; and (4) Consulting Services which is included in the consolidated statements of operations line-item Services and Consulting.

 Contract assets and contract liabilities on uncompleted
contracts for revenues recognized over time are as follows:

 Contract Assets

 Contract assets on uncompleted contracts represent
cumulative revenues recognized in excess of billings and/or cash received on uncompleted contracts accounted for under the cost-to-cost
input method which recognizes revenue based on the ratio of costs incurred to total estimated costs.

 At December 31, 2024 and 2023, contract assets on
uncompleted contracts consisted of the following:

 Schedule of contract assets on uncompleted contracts

 2024

 2023

 Cumulative revenues recognized

 $
 9,916,761

 $
 8,820,256

 Less: Billings or cash received

 ( 9,280,987
)

 ( 8,178,309
)

 Contract Assets

 $
 635,774

 $
 641,947

 Contract Liabilities

 Contract liabilities on uncompleted contracts represent
billings and/or cash received that exceed cumulative revenues recognized on uncompleted contracts accounted for under the cost-to-cost
input method, which recognizes revenues based on the ratio of the cost incurred to total estimated costs.

 Contract liabilities on services and consulting revenues
represent billings and/or cash received in excess of revenue recognized on service agreements that are not accounted for under the cost-to-cost
input method.

 F- 25

 At December 31, 2024 and December 31, 2023, contract liabilities
on uncompleted contracts and contract liabilities on services and consulting consisted of the following:

 Schedule of contract liabilities on uncompleted contracts

 2024

 2023

 Billings and/or cash receipts on uncompleted contracts

 $
 1,264,658

 $
 1,264,658

 Less: Cumulative revenues recognized

 ( 861,024
)

 ( 199,976
)

 Contract liabilities, technology systems, current

 $
 403,634

 $
 1,064,682

 Contract liabilities, services and consulting, current

 11,401,384

 601,561

 Total contract liabilities, current

 $
 11,805,018

 $
 1,666,243

 Total contract liabilities, services and consulting, non-current

 $
 11,016,134

 $
 —

 Contract liabilities at December 31, 2023 were $ 1,666,243;
of which $ 661,048 for technology systems and $ 601,560 in services and consulting have been recognized as of December 31, 2024.

 The Company expects to recognize all current
contract liabilities within 12 months from the respective consolidated balance sheet date. In May 2024, the Company recorded an
initial deferred revenue as a contract liability in the amount of $ 11,161,428
of which $ 199,008
related to a pilot program was immediately recognized as revenue (See Note 4) and another $ 1,569,310 was recognized in 2024.. This contract liability resulted from a five-year
contract with a customer where the Company received non-monetary consideration recorded as intangible assets (See Note 4) This
transaction was accounted for under ASC 606-10-32-21 through ASC-606-10-32-24, Non-Cash Consideration. The performance obligations,
which include various support and maintenance services will be recognized as revenue pro-rata over time during the five-year
contract term. The current contract liabilities of $ 2,192,484
for just this contract as of December 31, 2024 relate to the portion of the contract value the Company expects to recognize pro-rata
within the next twelve months. The non-current contract liabilities of $ 7,399,634
as of December 31, 2024 represent the portion of the contract value that is expected to be recognized pro-rata beyond the next
twelve months. If the Digital Image License Agreement is terminated prior to the completion of the five-year term, then the customer
will pay for the maintenance and support services annually in cash.

 In December 2024, the Company entered into
a series of contracts with Fortress under which the Company will deploy and operate a fleet of mobile gas turbines and balance-of-plant
inventory, providing management, sales and operations functions to Sawgrass in connection with the assets. In exchange for services performed
under the Asset Management Agreement ("AMA"), the Company received an advance cash payments and common units in Sawgrass
(see Note 9). Sawgrass paid the Company $5.0 million in cash upon execution of the contract, which will be applied ratably on a monthly
basis against amounts incurred under the AMA for a period of 12 months in 2025. In the event that the AMA is terminated within the first
12 months, any balance remaining of the advanced funds would be credited in full to Duos.

 F- 26

 As of December 31, 2024, deferred revenue under the arrangement
was $ 5.0 million, comprised of the $ 5.0 million advance payment. The Company did no t recognize any revenue under the AMA during the year
ended December 31, 2024.

 The Company also concluded that the arrangement
with Sawgrass is within the scope of ASC 606, Revenue from contracts with customers, and the common units issued to the Company by Sawgrass
Parent represented non-cash consideration. The initial carrying value as of December 31, 2024 of $ 7.2
million was measured equal to the fair value of the common units received for future services to be performed under the AMA. The Company
recorded $ 7.2
million of deferred revenue for services to be performed under the AMA (see Note 9). During the year ended December 31, 2024, the Company
did not recognize any revenue associated with the AMA. The Company initially recorded the equity method investment in Sawgrass of $ 7.2
million, equal to the fair value of the common units as of December 31, 2024.

 As of December 31, 2024, the balance in contract liabilities
pertaining to the non-monetary transaction agreement is as follows:

 Schedule of balance in contract liabilities

 Calendar
 Year

 2025

 $

 2026

 2027

 2028

 2029

 822,182

 Total Contract Liabilities

 $
 9,592,118

 The Company will fully recognize $5.0 million in revenue
pertaining to the AMA during 2025.

 As of December 31, 2024, the balance in contract liabilities
pertaining to the value of the equity method interest will be recognized as revenue as follows:

 Schedule of balance in contract liabilities

 Calendar
 Year

 Amounts

 2025

 $
 3,616,500

 2026

 3,616,500

 Contract Assets

 $
 7,233,000

 Disaggregation of Revenue

 The Company is following the guidance of ASC 606-10-55-296
and 297 for disaggregation of revenue. Accordingly, revenue has been disaggregated according to the nature, amount, timing and uncertainty
of revenue and cash flows. We are providing qualitative and quantitative disclosures.

 Qualitative:

 1. We have four distinct revenue sources:

 a. Technology Systems (Turnkey, engineered projects);

 b. AI Technology (Associated maintenance and support services);

 c. Technical Support (Operational support,
asset management of power generation systems); and

 d. Consulting Services (Predetermined algorithms
to provide important operating information to the users of our systems).

 2. We currently operate in North America including the USA, Mexico and
Canada.

 3. Our customers include rail transportation, and commercial.

 4. Our technology systems and equipment projects fall into two types:

 a. Transfer of goods and services over time.

 b. Goods delivered at point in time.

 5. Our services & maintenance contracts are fixed price and fall into
two duration types:

 a. Turnkey engineered projects and professional
service contracts that are less than one year in duration and are typically one to two quarters in length; and

 b. Maintenance and support contracts ranging from one to five
years in length.

 F- 27

 Quantitative:

 For the Year Ended December 31, 2024

 Schedule of disaggregation of revenue

 Segments

 Rail

 Commercial

 Government

 Artificial Intelligence

 Total

 Primary Geographical Markets

 North America

 $
 5,696,931

 $

 $
 —

 $

 $

 Major Goods and Service Lines

 Turnkey Projects

 $

 $
 —

 $
 —

 $
 —

 $

 Maintenance and Support

 3,444,574

 —

 —

 4,366,136

 Algorithms

 —

 —

 —

 $
 5,696,931

 $

 $
 —

 $

 $

 Timing of Revenue Recognition

 Goods transferred over time

 $

 $
 —

 $
 —

 $
 —

 $

 Services transferred over time

 3,444,574

 —

 5,028,528

 $
 5,696,931

 $

 $
 —

 $

 $

 Quantitative:

 For the Year Ended December 31, 2023

 Segments

 Rail

 Commercial

 Government

 Artificial
 Intelligence

 Total

 Primary Geographical Markets

 North America

 $
 6,261,748

 $
 78,575

 $

 $

 $

 Major Goods and Service Lines

 Turnkey Projects

 $
 3,616,334

 $
 1,694

 $
 —

 $
 —

 $
 3,618,028

 Maintenance and Support

 2,645,414

 76,881

 —

 2,733,648

 Data Center Auditing Services

 —

 —

 —

 —

 —

 Software License

 —

 —

 —

 —

 —

 Algorithms

 —

 —

 —

 $
 6,261,748

 $
 78,575

 $

 $

 $

 Timing of Revenue Recognition

 Goods transferred over time

 $
 3,616,334

 $
 1,694

 $
 —

 $
 —

 $
 3,218,028

 Services transferred over time

 2,645,414

 76,881

 3,853,170

 $
 6,261,748

 $
 78,575

 $

 $

 $

 Segment Information

 In November 2023, the FASB issued ASU 2023-07 Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires companies to disclose significant segment
expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 is effective for annual periods beginning on January
1, 2024 and interim periods beginning on January 1, 2025. ASU 2023-07 must be applied retrospectively to all prior periods presented in
the financial statements. The Company has evaluated the disclosure impact of ASU 2023-07; and determined the standard will not have an
impact on the Company's consolidated financial statements.

 In 2024, the Company principally operated in one reportable segment related
to the development and commercialization of technology solutions in the transportation and industrial sectors. The Chief Operating Decision
Maker ("CODM") for the Company is Mr. Chuck Ferry, the Chief Executive Officer (the "CEO"). The Company's
CEO reviews operating results on an aggregate basis and manages the Company's operations as a whole for the purpose of evaluating
financial performance and allocating resources. Accordingly, the Company has determined that it has a single reportable and operating
segment structure. The CEO evaluates financial performance regularly by comparing actual results with established budgets and forecasts.

 The CEO assesses performance for the Company and decides how to allocate
resources based on the aggregate net loss that is reported on the accompanying consolidated statement of operations as net loss. The measure
of segment assets is reported on the consolidated balance sheets as total assets.

 F- 28

 NOTE 12 – COMMITMENTS AND CONTINGENCIES

 Operating Lease Obligations

 On July 26, 2021, the Company entered a new operating
lease agreement for office and warehouse combination space of 40,000 square feet, with the lease commencing on November 1, 2021, and ending
April 30, 2032. This new space combines the Company's two separate work locations into one facility, which allows for greater collaboration
and also accommodates a larger anticipated workforce and manufacturing facility. On November 24, 2021, the lease was amended to commence
on December 1, 2021, and end on May 31, 2032. The Company recognized a ROU asset and operating lease liability in the amount of $ 4,980,104
at lease commencement. Rent for the first eleven months of the term was calculated based on 30,000 rentable square feet. The rent is subject
to an annual escalation of 2.5%, beginning November 1, 2023. The Company made a security deposit payment in the amount of $ 600,000 on
July 26, 2021. Per the contract, in the 18 th month and every 12th month thereafter, the security deposit is reduced by $50,000
and now stands at $ 500,000. The right of use asset balance at December 31, 2024, net of accumulated amortization, was $ 4,028,698.

 As of December 31, 2024, the office and warehouse
lease is the Company's only lease with a term greater than twelve months. The office and warehouse lease has a remaining term of
approximately 7.5 years and includes an option to extend for two renewal terms of five years each. The renewal options are not reasonably
certain to be exercised, and therefore, they are not included when determining the lease term used to establish the right-of use asset
and lease liability. The Company also has several short-term leases, primarily related to equipment. The Company made an accounting policy
election to not recognize short-term leases with terms of twelve months or less on the consolidated balance sheet and instead recognize
the lease payments in expense as incurred. The Company has also elected to account for real estate leases that contain both lease and
non-lease components (such as common area maintenance) as a single lease component.

 The following table shows supplemental information
related to leases:

 Schedule of supplemental information related to leases

 Year
 Ended December 31,

 2024

 2023

 Lease cost:

 Operating lease cost

 $
 781,638

 $
 781,638

 Short-term lease cost

 $
 21,909

 $
 63,770

 Other information:

 Operating cash outflow used for operating leases

 $
 779,087

 $
 696,869

 Weighted average discount rate

 9.0
 %

 9.0
 %

 Weighted average remaining lease term

 7.5 years

 8.5 years

 At December 31, 2024, future minimum lease payments
due under the operating lease are as follows:

 Schedule of future minimum lease payments due under the operating lease

 Calendar year:

 2025

 $
 798,556

 2026

 818,518

 2027

 838,984

 2028

 859,856

 Thereafter

 3,183,571

 Total undiscounted future minimum lease payments

 6,499,485

 Less: Impact of discounting

 ( 1,833,887
)

 Total present value of operating lease obligation

 4,665,598

 Current portion

 ( 798,556
)

 Operating lease obligation, less current portion

 $
 3,867,042

 F- 29

 Master Lease Agreement

 On November 1, 2024, the Company entered into
a Master Lease Agreement ("MLA") for a total lease obligation of $ 2,662,282. The lease is structured with a repayment term
of 66 months, with fixed monthly payments commencing on December 10, 2024. At the end of the lease term, the Company has the option to
purchase the leased asset for $1.

 In accordance with ASC 842, the lease is classified as a finance
lease, as the $1 buyout option indicates a transfer of ownership. As a result, the Company has recorded a right-of-use asset and a corresponding
lease liability on its balance sheet. Interest expense and amortization of the right-of-use asset will be recognized over the lease term.
Management believes this lease structure supports the Company's operational and financial objectives.

 The following table shows supplemental information
related to the MLA:

 Schedule of supplemental information related to leases

 Year Ended December 31,

 2024

 2023

 Lease cost:

 Master Lease Agreement cost

 $
 3,900

 $
 —

 Short-term lease cost

 $
 367,451

 $
 —

 Other information:

 Operating cash outflow used for operating leases

 $
 3,900

 $
 —

 Weighted average discount rate

 8.63
 %

 —

 Weighted average remaining lease term

 5.4 years

 —

 At December 31, 2024, future minimum lease payments
due under the MLA are as follows:

 Schedule of future minimum lease payments due under the operating lease

 Calendar year:

 2025

 $
 367,451

 2026

 527,777

 2027

 527,777

 2028

 527,777

 Thereafter

 703,702

 Total undiscounted future minimum lease payments

 2,654,484

 Less: Impact of discounting

 ( 562,429
)

 Total present value of MLA obligation

 2,092,057

 Current portion

 ( 367,451
)

 MLA, less current portion

 $
 1,724,604

 Executive Severance Agreement

 Pursuant to a separation agreement with Gianni
Arcaini, our former Chief Executive Officer and Chairman of the Board (the "Separation Agreement"), Mr. Arcaini's employment
with the Company ended on September 1, 2020 ("Separation Date"). The Separation Agreement provided that he would receive separation
payments over a 36- month period equal to his base salary plus $ 75,000 as well as certain limited health and life insurance benefits.
The Separation Agreement also contained confidentiality, non-disparagement and non-solicitation covenants and a release of claims by Mr.
Arcaini. In accordance with the Separation Agreement, the Company paid to Mr. Arcaini the total sum of $747,788. On March 1, 2021, the
Company paid to Mr. Arcaini a lump-sum amount equal to the first six months of payments, or $124,631, owed to Mr. Arcaini and the Company
continued to pay him in semi-monthly installments for 30 months thereafter, as contemplated in Mr. Arcaini's Separation Agreement.
On November 21, 2024, the Company paid Mr. Arcaini a further $23,890 to settle a dispute concerning certain benefits that were claimed
by him as part of the separation agreement. As a condition of this payment, Mr. Arcaini forfeited all of his equity in the Company consisting
of 100,716 non-qualified stock options granted under the 2016 Equity Incentive Plan.

 F- 30

 NOTE 13 – INCOME TAXES

 The Company maintains deferred tax assets and liabilities
that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The deferred tax assets (liabilities) at December 31, 2024 and 2023 consist of
net operating loss carryforwards and differences in the book basis and tax basis of intangible assets.

 The items accounting for the difference between income
taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2024 and 2023 were as follows:

 Schedule of difference between income taxes at effective statutory rate and provision for income taxes

 Years Ended December 31,

 2024

 2023

 Income tax benefit at U.S. statutory rate of 21%

 $
 ( 2,260,536
)

 $
 ( 2,360,761
)

 State income taxes

 ( 387,520
)

 ( 404,702
)

 Non-deductible expenses

 164,156

 271,648

 Change in valuation allowance

 2,483,901

 2,493,815

 Total provision for income tax

 $
 —

 $
 —

 The Company's approximate net deferred tax assets
as of December 31, 2024 and 2023 were as follows:

 Schedule of net deferred tax assets

 2024

 2023

 Deferred Tax Asset (Liability):

 Net operating loss carryforward

 $
 15,313,305

 $
 12,318,836

 Intangible assets

 ( 537,017
)

 ( 84,823
)

 Allowance for bad debt

 ( 58,375
)

 —

 Gross deferred tax assets

 14,717,913

 12,234,013

 Valuation allowance

 ( 14,717,913
)

 ( 12,234,013
)

 Net deferred tax assets

 $
 —

 $
 —

 The gross operating loss carryforward was
approximately $ 62,249,209
and $ 50,076,569
at December 31, 2024 and 2023, respectively. The Company provided a valuation allowance equal to the net deferred income tax assets
for the years ended December 31, 2024, and 2023 because it was not known whether future taxable income will be sufficient to utilize
the loss carryforward and other deferred tax assets. The increase in the valuation allowance was $ 2,483,900
in 2024.

 The potential tax benefit arising from the net operating
loss carryforward of $ 4,357,876 from the period prior to January 1, 2018, will expire in 2037. The potential tax benefit arising from
the net operating loss carryforward of $ 10,360,037 generated after January 1, 2018 can be carried forward indefinitely within the annual
usage limitations.

 Additionally, the future utilization of the net operating
loss carryforward to offset future taxable income is subject to an annual limitation as a result of ownership or business changes that
may occur in the future. The Company has not conducted a study to determine the limitations on the utilization of these net operating
loss carryforwards. If necessary, the deferred tax assets will be reduced by any carryforward that may not be utilized or expires prior
to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance.

 The Company does not have any uncertain tax positions
or events leading to uncertainty in a tax position. The Company's 2023, 2022 and 2021 Corporate Income Tax Returns are subject to
Internal Revenue Service examination.

 F- 31

 NOTE 14 – STOCKHOLDERS' EQUITY

 2016 Equity Plan

 We maintained the 2016 Equity Incentive Plan (the
"2016 Plan") for employees, officers, directors and other entities and individuals whose efforts contribute to our success.
The 2016 Plan terminated pursuant to its terms on December 31, 2020, although all outstanding awards on such date continue in full force
and effect.

 2021 Equity Plan

 On May 12, 2021, the Board adopted, with shareholder
approval as of July 15, 2021, the 2021 Equity Incentive Plan (the "2021 Plan") providing for the issuance of up to 1,000,000
shares of our Common Stock. On September 30, 2024, the shareholders approved an increase in the shares of Common Stock available under
the 2021 Plan to 2,500,000 and beginning as of February 1, 2025, and for each February 1 st thereafter to the greater of 2,500,000
or a number of shares based on a formula tied to the Company's fully diluted common equivalent share capitalization, excluding warrants
and options. The purpose of the 2021 Plan is to assist the Company in attracting and retaining key employees, directors and consultants
and to provide incentives to such individuals to align their interests with those of our shareholders.

 General Description of the 2021 Plan

 The following is a summary of the material provisions
of the 2021 Plan and is qualified in its entirety by reference to the complete text of the 2021 Plan, which you are encouraged to read
in full.

 Administration

 The 2021 Plan is administered by the Compensation
Committee of the Board, which consists of three members of the Board, each of whom is a "non-employee director" within the
meaning of Rule 16b-3 promulgated under the Exchange Act and an "outside director" within the meaning of Code Section 162(m).
Among other things, the Compensation Committee has complete discretion, subject to the express limits of the 2021 Plan, to determine the
directors, employees and nonemployee consultants to be granted an award, the type of award to be granted, the terms and conditions of
the award, the form of payment to be made and/or the number of shares of Common Stock subject to each award, the exercise price of each
option and base price of each stock appreciation right ("SAR"), the term of each award, the vesting schedule for an award,
whether to accelerate vesting, the value of the Common Stock underlying the award, and the required withholding, if any. The Compensation
Committee may amend, modify or terminate any outstanding award, provided that the participant's consent to such action is required
if the action would impair the participant's rights or entitlements with respect to that award. The Compensation Committee is also
authorized to construe the award agreements and may prescribe rules relating to the 2021 Plan. Notwithstanding the foregoing, the Compensation
Committee does not have any authority to grant or modify an award under the 2021 Plan with terms or conditions that would cause the grant,
vesting or exercise thereof to be considered nonqualified "deferred compensation" subject to Code Section 409A.

 Grant of Awards; Shares Available for Awards

 The 2021 Plan provides for the grant of stock options,
SARs, performance share awards, performance unit awards, distribution equivalent right awards, restricted stock awards, restricted stock
unit awards and unrestricted stock awards to non-employee directors, officers, employees and nonemployee consultants of the Company or
its affiliates. We had reserved a total of 1,000,000 shares of Common Stock for issuance as or under awards to be made under the 2021
Plan. In accordance with shareholder approval received at the meeting held on September 30, 2024, the total reserved shares as of February
1, 2025 amount to 2,905,334, calculated using a formula based on the Company's fully diluted common equivalent share capitalization,
excluding warrants and options. If any award expires, is cancelled, or terminates unexercised or is forfeited, the number of shares subject
thereto is again available for grant under the 2021 Plan.

 F- 32

 Stock Options

 The 2021 Plan provides for either "incentive
stock options" ("ISOs"), which are intended to meet the requirements for special federal income tax treatment under
the Code, or "nonqualified stock options" ("NQSOs"). On May 12, 2021, the 2021 Plan was approved by the board
of directors and by the shareholders on July 15, 2021. Stock options may be granted on such terms and conditions as the Compensation Committee
may determine; provided, however, that the per share exercise price under a stock option may not be less than the fair market value of
a share of the Company's Common Stock on the date of grant and the term of the stock option may not exceed 10 years (110% of such
value and five years in the case of an ISO granted to an employee who owns (or is deemed to own) more than 10% of the total combined voting
power of all classes of capital stock of the Company or a parent or subsidiary of the Company). ISOs may only be granted to employees.
In addition, the aggregate fair market value of our Common Stock covered by one or more ISOs (determined at the time of grant) which are
exercisable for the first time by an employee during any calendar year may not exceed $ 100,000. Any excess is treated as a NQSO.

 Stock Appreciation Rights

 An SAR entitles the participant, upon exercise, to
receive an amount, in cash or stock or a combination thereof, equal to the increase in the fair market value of the underlying Common
Stock between the date of grant and the date of exercise. SARs may be granted in tandem with, or independently of, stock options granted
under the 2021 Plan. An SAR granted in tandem with a stock option (i) is exercisable only at such times, and to the extent, that the related
stock option is exercisable in accordance with the procedure for exercise of the related stock option; (ii) terminates upon termination
or exercise of the related stock option (likewise, the Common Stock option granted in tandem with an SAR terminates upon exercise of the
SAR); (iii) is transferable only with the related stock option; and (iv) if the related stock option is an ISO, may be exercised only
when the value of the stock subject to the stock option exceeds the exercise price of the stock option. An SAR that is not granted in
tandem with a stock option is exercisable at such times as the Compensation Committee may specify.

 Performance Share and Performance Unit Awards

 Performance share and performance unit awards entitle
the participant to receive cash or shares of our Common Stock upon the attainment of specified performance goals. In the case of performance
units, the right to acquire the units is denominated in cash values.

 Restricted Stock Awards and Restricted Stock
Unit Awards

 A restricted stock award is a grant or sale of Common
Stock to the participant, subject to our right to repurchase all or part of the shares at their purchase price (or to require forfeiture
of such shares if issued to the participant at no cost) in the event that conditions specified by the Compensation Committee in the award
are not satisfied prior to the end of the time period during which the shares subject to the award may be repurchased by or forfeited
to us. Our restricted stock unit entitles the participant to receive a cash payment equal to the fair market value of a share of Common
Stock for each restricted stock unit subject to such restricted stock unit award, if the participant satisfies the applicable vesting
requirement.

 Unrestricted Stock Awards

 An unrestricted stock award is a grant or sale of
shares of our Common Stock to the participant that is not subject to transfer, forfeiture or other restrictions, in consideration for
past services rendered to the Company or an affiliate or for other valid consideration.

 Amendment and Termination

 The Compensation Committee may adopt, amend and rescind
rules relating to the administration of the 2021 Plan, and amend, suspend or terminate the 2021 Plan, but no such amendment, rescission,
suspension or termination will be made that materially and adversely impairs the rights of any participant with respect to any award received
thereby under the 2021 Plan without the participant's consent, other than amendments that are necessary to permit the granting of
awards in compliance with applicable laws.

 F- 33

 Series B Convertible Preferred Stock

 The following summary of certain terms and provisions
of our Series B Convertible Preferred Stock (the "Series B Convertible Preferred Stock") is subject to, and qualified in its
entirety by reference to, the terms and provisions set forth in our certificate of designation of preferences, rights and limitations
of Series B Convertible Preferred Stock (the "Series B Convertible Preferred Certificate of Designation") as previously filed.
Subject to the limitations prescribed by our articles of incorporation, our board of directors is authorized to establish the number of
shares constituting each series of preferred stock and to fix the designations, powers, preferences, and rights of the shares of each
of those series and the qualifications, limitations and restrictions of each of those series, all without any further vote or action by
our stockholders. Our board of directors designated 15,000 of the 10,000,000 authorized shares of preferred stock as Series B Convertible
Preferred Stock with a stated value of $ 1,000 per share. The shares of Series B Convertible Preferred Stock were validly issued, fully
paid and non-assessable.

 Each share of Series B Convertible Preferred
Stock was convertible at any time at the holder's option into a number of shares of common stock equal to $ 1,000
divided by the conversion price of $ 7.00 per share. Notwithstanding the foregoing, we could not effect any conversion of Series B
Convertible Preferred Stock, with certain exceptions, to the extent that, after giving effect to an attempted conversion, the holder
of shares of Series B Convertible Preferred Stock (together with such holder's affiliates, and any persons acting as a group
together with such holder or any of such holder's affiliates) would beneficially own a number of shares of our common stock in
excess of 4.99% (or, at the election of the purchaser, 9.99%) of the shares of our common stock then outstanding after giving effect
to such conversion. The Series B Convertible Preferred Certificate of Designation does not prohibit the Company from waiving this
limitation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders would be
entitled to participate on an as-converted-to-common stock basis (without giving effect to the Beneficial Ownership Limitation) with
holders of the common stock in any distribution of assets of the Company to the holders of the common stock. As of December 31, 2024
and December 31, 2023, respectively, there are zero 0
and zero 0 shares of Series B Convertible Preferred Stock issued and outstanding.

 Series C Convertible Preferred Stock

 The Company's Board of Directors
designated 5,000
shares as the Series C Convertible Preferred Stock (the "Series C Convertible Preferred Stock"). Each share of the
Series C Convertible Preferred Stock had a stated value of $ 1,000.
The holders of the Series C Convertible Preferred Stock, the holders of the common stock and the holders of any other class or
series of shares entitled to vote with the common stock shall vote together as one class on all matters submitted to a vote of
shareholders of the Company. Each
share of Series C Convertible Preferred Stock had 172 votes (subject to adjustment); provided that in no event may a holder
of Series C Convertible Preferred Stock be entitled to vote a number of shares in excess of such holder's Beneficial Ownership
Limitation (as defined in the Certificate of Designation and as described below). Each share of Series C Convertible Preferred Stock
was convertible, at any time and from time to time, at the option of the holder, into that number of shares of common stock (subject
to the Beneficial Ownership Limitation) determined by dividing the stated value of such share ($ 1,000)
by the conversion price, which is $ 5.50
(subject to adjustment). The Company shall not effect any conversion of the Series C Convertible Preferred Stock, and a holder shall
not have the right to convert any portion of the Series C Convertible Preferred Stock, to the extent that after giving effect to the
conversion sought by the holder such holder (together with such holder's Attribution Parties (as defined in the Certificate of
Designation)) would beneficially own more than 4.99% (or upon election by a holder, 19.99%) of the number of shares of common stock
outstanding immediately after giving effect to the issuance of shares of common stock issuable upon such conversion (the
"Beneficial Ownership Limitation"). All holders of the Series C Preferred Stock elected the 19.99% Beneficial Ownership
Limitation. As of December 31, 2024 and December 31, 2023, respectively, there are zero 0 and zero 0 shares of Series C Convertible
Preferred Stock issued and outstanding.

 F- 34

 Series D Convertible Preferred Stock

 On September 28, 2022, the Company amended its
articles of incorporation to designate 4,000
shares as the Series D Convertible Preferred Stock (the "Series D Convertible Preferred Stock"). Each share of the
Series D Convertible Preferred Stock has a stated value of $ 1,000.
The holders of the Series D Convertible Preferred Stock, the holders of the common stock and the holders of any other class or
series of shares entitled to vote with the common stock shall vote together as one class on all matters submitted to a vote of
shareholders of the Company. Each
share of Series D Convertible Preferred Stock has 333 votes (subject to standard anti-dilution adjustment); provided that in
no event may a holder of Series D Convertible Preferred Stock be entitled to vote a number of shares in excess of such
holder's Beneficial Ownership Limitation (as defined in the Certificate of Designation and as described below). Each share of
Series D Convertible Preferred Stock is convertible, at any time and from time to time, at the option of the holder, into that
number of shares of common stock (subject to the Beneficial Ownership Limitation) determined by dividing the stated value of such
share ($ 1,000)
by the conversion price, which is $ 3.00
(subject to adjustment to $2.61). The Company shall not effect any conversion of the Series D Convertible Preferred Stock, and a holder
shall not have the right to convert any portion of the Series D Convertible Preferred Stock, to the extent that after giving effect
to the conversion sought by the holder such holder (together with such holder's Attribution Parties (as defined in the
Certificate of Designation)) would beneficially own more than 4.99% (or upon election by a holder, 19.99%) of the number of shares
of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon such conversion
(the "Beneficial Ownership Limitation"). All but one of the holders of the Series D Preferred Stock elected the 19.99%
Beneficial Ownership Limitation. The Company shall reserve and keep available out of its authorized and unissued Common Stock,
solely for the issuance upon the conversion of the Series D Convertible Preferred Stock, such a number of shares of Common Stock as
shall from time to time be issuable upon the conversion of all of the shares of the Series D Convertible Preferred Stock then
outstanding. Additionally, the Series D Convertible Preferred Stock does not have the right to dividends and in the event of an
involuntary liquidation, the Series D shares shall be treated as a pro rata equivalent of common stock outstanding at the date of
the liquidation event and have no liquidation preference.

 On September 30, 2022, the Company entered into a
Securities Purchase Agreement (the "Purchase Agreement") with certain existing investors in the Company (the "Purchasers").
Pursuant to the Purchase Agreement, the Purchasers purchased 999 shares of the newly authorized Series D Convertible Preferred Stock,
and the Company received proceeds of $ 999,000. The Purchase Agreement contains customary representations, warranties, agreements and indemnification
rights and obligations of the parties. On October 29, 2022, the Company entered into a Securities Purchase Agreement (the "Purchase
Agreement") with a certain existing investor in the Company (the "Purchaser"). Pursuant to the Purchase Agreement, the
Purchaser purchased 300 shares of the newly authorized Series D Convertible Preferred Stock, and the Company received proceeds of $ 300,000.
The Purchase Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties.

 At the Annual Meeting on May 16, 2023, the stockholders approved the
convertibility of the Series D Preferred Stock into common stock.

 On March 22, 2024, March 28, 2024, and April 3, 2024,
the Company entered into Securities Purchase Agreements (the "Purchase Agreements") with certain existing and other accredited
investors (the "2024 Purchasers"). Pursuant to the Purchase Agreements, the 2024 Purchasers purchased an aggregate of 870
shares of Series D Preferred Stock, at a price of $1,000 per share, and the Company received proceeds of $ 870,000.

 In connection with such Purchase Agreements, the Company
entered into Registration Rights Agreements and filed registration statements with the SEC covering the resale by the Purchasers of the
shares of common stock into which the shares of Series D Convertible Preferred Stock are convertible. The Registration Rights Agreements
contain customary representations, warranties, agreements and indemnification rights and obligations of the parties.

 The Registration Rights Agreements contain provisions
for liquidated damages equal to 1% multiplied by the aggregate subscription amount paid, paid each month, in the event certain deadlines
are missed.

 In April, May, July and October of 2024, 870 outstanding
shares of Series D Convertible Preferred Stock were converted into 290,002 shares of common stock. As of December 31, 2024, and 2023,
there were 1,299 and 1,299 shares of Series D Convertible Preferred Stock issued and outstanding, respectively.

 F- 35

 Series E Convertible Preferred Stock

 The Company's Board of Directors has
designated 30,000
shares as the Series E Convertible Preferred Stock (the "Series E Convertible Preferred Stock"). Each share of the
Series E Convertible Preferred Stock has a stated value of $ 1,000.
The holders of the Series E Convertible Preferred Stock, the holders of the common stock and the holders of any other class or
series of shares entitled to vote with the common stock shall vote as one class on all matters submitted to a vote of shareholders
of the Company. Each
share of Series E Convertible Preferred Stock has 333 votes (subject to adjustment); provided that in no event may a holder
of Series E Convertible Preferred Stock be entitled to vote a number of shares in excess of such holder's Beneficial Ownership
Limitation. Each share of Series E Convertible Preferred Stock is convertible at any time and from time to time, at the option of
the holder, into that number of shares of common stock (subject to the Beneficial Ownership Limitation) determined by dividing the
stated value of such share ($ 1,000)
by the conversion price, which was $ 3.00
(subject to adjustment) (see adjustment below to $2.61). The Company shall not effect any conversion of the Series E Convertible Preferred
Stock, and the holder shall not have the right to convert any portion of the Series E Convertible Preferred Stock, to the extent
that after giving effect to the conversion sought by the holder such holder (together with such holder's Attribution Parties
(as defined in the Certificate of Designation)) would beneficially own more than 4.99% (or upon election by a holder, 19.99%) of the
number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon
such conversion (the "Beneficial Ownership Limitation"). All but one of the holders of the Series E Preferred Stock
elected the 19.99% Beneficial Ownership Limitation.

 The Company on March 27, 2023 entered into a Securities
Purchase Agreement (the "Purchase Agreement") with existing investors in the Company (the "Purchasers"). Pursuant
to the Purchase Agreement, the Purchasers purchased 4,000 shares of a newly authorized Series E Convertible Preferred Stock at a price
of $ 1,000 per share, and the Company received proceeds of $ 4,000,000. The Purchase Agreement contains customary representations, warranties,
agreements and indemnification rights and obligations of the parties.

 The existing investors' Purchase Agreement also
provided that the Company would not, with certain exceptions, sell or issue common stock or Common Stock Equivalents (as defined in the
Purchase Agreement) on or prior to December 31, 2023 that entitled any person to acquire shares of common stock at an effective price
per share less than the then conversion price of the Series E Convertible Preferred Stock without the consent of the Purchaser.

 On November 9, 2023, the Company entered into a Securities
Purchase Agreement (the "November Purchase Agreement") with existing investors in the Company (the "Purchasers").
Pursuant to the Purchase Agreement, the Purchasers purchased 2,500 shares of Series E Convertible Preferred Stock, at a price of $1,000
per share, and the Company received proceeds of $ 2,500,000.

 The November Purchase Agreement also provided that
the Company would not, with certain exceptions, sell or issue common stock or Common Stock Equivalents (as defined in the November Purchase
Agreement) on or prior to June 30, 2024 that entitled any person to acquire shares of common stock at an effective price per share less
than the then conversion price of the Series E Convertible Preferred Stock (which was $ 3.00 per share) without the consent of the Purchasers.
If the Company sold shares less than the conversion price, with the consent of purchasers, then the Series E conversion price would be
amended to that lower share price. This provision had not been triggered as of June 30, 2024.

 The Purchasers under the November Purchase Agreement also were the
holders of the Company's Series F Convertible Preferred Stock issued on August 1, 2023. The purchase agreement relating to the shares
of Series F Convertible Preferred Stock required the consent of the holders in the event the Company were to issue common stock or rights
to acquire common stock prior to December 31, 2023 at an effective price per share less than the then conversion price of the Series F
Convertible Preferred Stock, which was $6.20 per share. As a result, on November 10, 2023 the Company and the holders of the Series F
Convertible Preferred Stock entered into Exchange Agreements pursuant to which the holders of Series F Convertible Preferred Stock exchanged
their 5,000 shares of Series F Convertible Preferred Stock for an equal number of shares of Series E Convertible Preferred Stock. As a
result of the November Purchase Agreement and the Exchange Agreements, the Company issued a total of 7,500 shares of Series E Convertible
Preferred Stock and the 5,000 shares of Series F Convertible Preferred Stock were cancelled.

 On March 22, 2024 and March 28, 2024, the Company entered into Securities
Purchase Agreements (the "Purchase Agreements") with certain existing and other accredited investors (the "2024 Purchasers").
Pursuant to the Purchase Agreements, the 2024 Purchasers purchased an aggregate of 2,125 shares of Series E Convertible Preferred Stock,
at a price in each case of $1,000 per share, and the Company received proceeds of $ 2,125,002. Those purchase agreements had similar price
protections as the November Purchase Agreement but extended the price protection date to December 31, 2024, for all Series E holders.

 On September 19, 2024, the conversion rate of
the Series E Convertible Preferred Stock was lowered to $2.61 from $3.00 per share based on the down round protection provision
triggered by the warrants induced exercise price of $2.61 per share. This will lead to the issuance of an additional 678,640
shares of common stock upon the conversion of the preferred shares.

 In October of 2024, 125
outstanding shares of the Series E Convertible Preferred Stock were converted into 47,892
shares of common stock. As of December 31, 2024, and December 31, 2023, respectively, there were 13,500
and 11,500
shares of Series E Convertible Preferred Stock issued and outstanding.

 F- 36

 In connection with such Purchase Agreements, the Company
also entered into Registration Rights Agreements with the Purchasers. Pursuant to the Registration Rights Agreements, the Company filed
with the SEC registration statements covering the resale by the Purchasers of the shares of common stock into which the shares of Series
E Convertible Preferred Stock are convertible.

 The Registration Rights Agreements contain customary
representations, warranties, agreements and indemnification rights and obligations of the parties. The Registration Rights Agreements
contain provisions for liquidated damages equal to 1% multiplied by the aggregate subscription amount paid, paid each month, in the event
certain deadlines are missed.

 Series F Convertible Preferred
Stock

 The Company's Board of Directors designated 5,000
shares as the Series F Preferred Stock. Each share of Series F Preferred Stock was convertible, at any time and from time to time, at
the option of the holder, into that number of shares of common stock (subject to the beneficial ownership limitation described below)
determined by dividing the stated value of such share ($ 1,000) by the conversion price, which is $ 6.20 (subject to adjustment) which equates
to 161 common shares for each converted Series F preferred share. The Company, however, shall not effect any conversion of the Series
F Preferred Stock, and the holder shall not have the right to convert any portion of the Series F Preferred Stock, to the extent that
after giving effect to the conversion sought by the holder such holder (together with such holder's Attribution Parties (as defined
in the Certificate of Designation)) would beneficially own more than 4.99% (or upon election by a holder, 19.99%) of the number of shares
of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon such conversion. The
purchasers of the Series F Preferred Stock elected that their ownership limitation would be 19.99%.

 The holders of the Series F Preferred Stock, the holders
of the common stock and the holders of any other class or series of shares entitled to vote with the common stock shall vote together
as one class on all matters submitted to a vote of shareholders of the Company. Each share of Series F Preferred Stock had 161 votes (subject
to adjustment); provided that in no event may a holder of Series F Preferred Stock be entitled to vote a number of shares in excess of
such holder's ownership limitation.

 On August 2, 2023, the Company entered into a Securities
Purchase Agreement (the "Purchase Agreement") with existing, accredited investors in the Company (the "Purchasers").
Pursuant to the Purchase Agreement, the Purchasers purchased 5,000 shares of a newly authorized Series F Convertible Preferred Stock (the
"Series F Convertible Preferred Stock"), and the Company received proceeds of $ 5,000,000. The Purchase Agreement contains
customary representations, warranties, agreements and indemnification rights and obligations of the parties.

 The Company also agreed that it would not, with certain
exceptions, sell or issue common stock or Common Stock Equivalents (as defined in the Purchase Agreement relating to the Series F Preferred
Stock) on or prior to December 31, 2023 that entitled any person to acquire shares of common stock at an effective price per share less
than the then conversion price of the Series F Preferred Stock without the consent of the holders. As a result of that agreement, upon
the issuance of 2,500 shares of Series E Preferred Stock (which had a conversion price of $3.00 per share) on November 10, 2023, the holders
exchanged their 5,000 shares of Series F Preferred Stock for 5,000 shares of Series E Preferred Stock. All of the shares of Series F Preferred
Stock thereupon were cancelled with zero shares now outstanding.

 As of December 31, 2024, and December 31, 2023,
respectively, there were zero 0 and zero 0 shares of Series F Convertible Preferred Stock issued and outstanding.

 Common stock issued

 2024 Transactions

 During the three months ended March 31, 2024,
the Company issued 8,655 shares of common stock for payment of board fees to four directors in the amount of $ 37,500 for services to the
board which was expensed during the three months ended March 31, 2024. The volume-weighted average price (VWAP) per share used to value
the services is $ 4.33.

 On April 23, 2024, two shareholders converted
 147 and 78 for a total of 225 shares of Series D Convertible Preferred Stock collectively with a stated value of $ 225,000 with a conversion
price of $ 3.00 per common share resulting in the issuance of 49,000 and 26,000 shares of the Company's common stock.

 On April 30, 2024, two shareholders converted
 100 and 250 for a total of 350 shares of Series D Convertible Preferred Stock collectively with a stated value of $ 350,000 with a conversion
price of $ 3.00 per common share resulting in the issuance of 33,334 and 83,334 shares of the Company's common stock.

 F- 37

 On May 7, 2024, a shareholder converted 75 shares
of Series D Convertible Preferred Stock with a stated value of $ 75,000 with a conversion price of $ 3.00 per common share resulting in
the issuance of 25,000 shares of the Company's common stock.

 On May 17, 2024, the Company entered into an
At-the-Market Issuance Sales Agreement (the "Sales Agreement") with Ascendiant Capital Markets, LLC, as sales agent (the "Agent")
providing for the sale by the Company of shares of our common stock, having an aggregate offering price of up to $ 7,500,000 from time
to time through the Agent in connection with an "at-the-market" equity offering program (the "ATM Offering") as
defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act").

 On May 17, 2024, the Company filed a prospectus
supplement with the Securities and Exchange Commission ("SEC") relating to the offer and sale of up to $7,500,000 of common
stock in the ATM Offering.

 During the three months ended June 30, 2024,
the Company issued an aggregate of 38,530 shares of common stock through its At-The-Market (ATM) offering program, generating total net
proceeds of $ 115,563.

 During the three months ended June 30, 2024,
the Company issued 15,041 shares of common stock for payment of board fees to four directors in the amount of $ 42,500 for services to
the board which was expensed during the three months ended June 30, 2024. The volume-weighted average price (VWAP) per share used to value
the services is $ 2.83.

 On June 30, 2024, the Company issued 38,041 shares
of common stock to employees participating in the Company's Employee Stock Purchase Plan at the end of a six-month offering period.
The employee contributions totaled $ 87,348 for the six months ended June 30, 2024 which represented a purchase price of approximately
$ 2.30 per share and stock based compensation of $ 40,588 was recognized. The purchase price for one share of Common Stock under the ESPP
is equal to 85% of the fair market value of one share of Common Stock on the first trading day of the offering period or the purchase
date, whichever is lower (see below).

 On July 5, 2024, a shareholder converted 120
shares of Series D Convertible Preferred Stock with a stated value of $ 120,000 with a conversion price of $ 3.00 per common share resulting
in the issuance of 40,000 shares of the Company's common stock.

 On September 19, 2024, the Company issued an
aggregate of 344,644 shares of common stock, upon the exercise by 21 April Fund LP and 21 April Fund Ltd. (collectively, the "21
April Entities") of warrants to purchase 104,647 and 239,997 shares of Common Stock, respectively. In connection with such exercise,
the Company and the 21 April Entities agreed to reduce the exercise price of the warrants to $ 2.61 per share, and to remove any "blocker"
or similar provisions in the warrants. The Company received $ 899,521 upon the exercise.

 During the three months ended September 30, 2024,
the Company issued 14,433 shares of common stock for payment of board fees to four directors in the amount of $ 42,500 for services to
the board which was expensed during the three months ended September 30, 2024. The volume-weighted average price (VWAP) per share used
to value the services is $ 2.95.

 During the three months ended September 30, 2024,
the Company issued an aggregate of 28,514 shares of common stock through its At-The-Market (ATM) offering program, generating total net
proceeds of $ 81,448.

 On October 2, 2024, two holders of Series E Preferred
stock converted an aggregate of 52 shares of Series E Preferred Stock into 19,922 shares of common stock.

 On October 8, 2024, two holders of Series E Preferred
Stock converted an aggregate of 73 shares of Series E Preferred Stock into 27,970 shares of common stock.

 On October 24, 2024, a holder of Series D Preferred Stock converted
 100 shares of Series D Preferred Stock into 33,334 shares of common stock.

 On December 31, 2024, the Company issued 31,366
shares of common stock to employees participating in the Company's Employee Stock Purchase Plan at the end of a six-month offering
period. The employee contributions totaled $ 78,917 for the six months ended December 31, 2024 which represented a purchase price of approximately
$ 2.52 per share and stock based compensation of $ 42,238 was recognized. The purchase price for one share of Common Stock under the ESPP
is equal to 85% of the fair market value of one share of Common Stock on the first trading day of the offering period or the purchase
date, whichever is lower (see below).

 During the three months ended December 31, 2024,
the Company issued 7,182 shares of common stock for payment of board fees to four directors in the amount of $ 42,500 for services to the
board which was expensed during the three months ended December 31, 2024. The volume-weighted average price (VWAP) per share used to value
the services is $ 5.92.

 During the three months ended December 31,
2024, the Company issued an aggregate of 751,613
shares of common stock through its At-The-Market (ATM) offering program, generating total gross proceeds of approximately $ 3,347,678.

 F- 38

 2023 Transactions

 During the three months ended March 31, 2023, the
Company issued 12,463 shares of common stock for payment of board fees to three directors in the amount of $ 32,500 for services to the
board which was expensed during the three months ended March 31, 2023. The volume-weighted average price (VWAP) per share used to value
the services is $ 2.61.

 During the three months ended June 30, 2023, the Company
issued 5,645 shares of common stock for payment of board fees to three directors in the amount of $ 32,500 for services to the board which
was expensed during the three months ended June 30, 2023. The volume-weighted average price (VWAP) per share used to value the services
is $ 5.76.

 On June 30, 2023, the Company issued 65,561 shares
of common stock to employees participating in the Company's Employee Stock Purchase Plan at the end of a six-month offering period.
The employee contributions totaled $ 117,048 for the six months ended June 30, 2023 and represented a purchase price of $ 1.79 per share
and stock based compensation of $ 66,217 was recognized. The purchase price for one share of Common Stock under the ESPP is equal to 85%
of the fair market value of one share of Common Stock on the first trading day of the offering period or the purchase date, whichever
is lower (see below).

 During the three months ended September 30, 2023,
the Company issued 7,910 shares of common stock for payment of board fees to four directors in the amount of $ 40,565 for services to the
board which was expensed during the three months ended September 30, 2023. The volume-weighted average price (VWAP) per share used to
value the services is $ 5.13

 During the three months ended December 31, 2023, the
Company issued 12,231 shares of common stock for payment of board fees to four directors in the amount of $ 37,500 for services to the
board which was expensed during the three months ended December 31, 2023. The volume-weighted average price (VWAP) per share used to value
the services is $ 3.06

 On December 29, 2023, the Company issued 45,977 shares
of common stock to employees participating in the Company's Employee Stock Purchase Plan at the end of a six-month offering period.
The employee contributions totaled $ 113,352 for the six months ended December 29, 2023 and represented a purchase price of $ 2.47 per share
and stock based compensation of $ 70,434 was recognized. The purchase price for one share of Common Stock under the ESPP is equal to 85%
of the fair market value of one share of Common Stock on the first trading day of the offering period or the purchase date, whichever
is lower (see below).

 Employee Stock Purchase Plan

 In the fourth quarter of 2022, the board of directors
adopted an Employee Stock Purchase Plan ("ESPP") which, was effective as of January 1, 2023 with a term of 10 years. The ESPP
allows eligible employees to purchase shares of the Company's common stock at a discounted price, through payroll deductions from a minimum
of 1% and up to 25% of their eligible compensation up to a maximum of $25,000 or the IRS allowable limit per calendar year. The Company's
Chief Financial Officer administers the ESPP in conjunction with approvals from the Company's Compensation Committee, including
with respect to the frequency and duration of offering periods, the maximum number of shares that an eligible employee may purchase during
an offering period, and, subject to certain limitations set forth in the ESPP, the per-share purchase price. Currently, the maximum number
of shares that can be purchased by an eligible employee under the ESPP is 10,000 shares per offering period and there are two six-month
offering periods that begin in the first and third quarters of each fiscal year. The purchase price for one share of Common Stock under
the ESPP is currently equal to 85% of the fair market value of one share of Common Stock on the first trading day of the offering period
or the purchase date, whichever is lower (look-back feature). Although not required by the ESPP, all payroll deductions received or held
by the Company under the ESPP are segregated and deemed as "restricted cash" until the completion of the offering period and
redemption of the applicable shares and those withheld amounts are recorded as liabilities. The maximum aggregate number of shares of
the Common Stock that may be issued under the ESPP is 1,000,000 shares.

 Under ASC 718-50 "Employee Share Purchase
Plans" the plan is considered a compensatory plan and the compensation for each six-month offering period is computed based upon
the grant date fair value of the estimated shares to be purchased based on the estimated payroll deduction withholdings. The grant date
fair value was computed as the sum of (a) 15% purchase discount off of the grant date quoted trading price of the Company's common
stock and (b) the fair value of the look-back feature of the Company's common stock on the grant date which consists of a call option
on 85% of a share of common stock and a put option on 15% of a share of common stock.

 F- 39

 In the year ended December 31, 2024, the Company
issued an aggregate of 69,407 shares of common stock related to two transactions. For the six months ended June 30, 2024, the employee
contributions for the first ESPP tranche totaled $ 87,348 and represented a purchase price of $ 2.30 per share for 38,041 shares. For the
six-month period beginning July 1, 2024 and ending December 31, 2024 the employee contributions for the second ESPP tranche totaled $ 78,917
and represented a purchase price of $ 2.52 per share for 31,366 shares.

 In the year ended December 31, 2023, the Company
issued an aggregate of 111,538 shares of common stock related to two transactions. For the six months ended June 30, 2023, the employee
contributions for the first ESPP tranche totaled $ 117,048 and represented a purchase price of $ 1.79 per share for 65,561 shares. For the
six-month period beginning July 1, 2023 and ending December 31, 2023 the employee contributions for the second ESPP tranche totaled $ 113,352
and represented a purchase price of $ 2.47 per share for 45,977 shares.

 Stock-Based Compensation

 Stock-based compensation expense recognized under
ASC 718-10 for the years ended December 31, 2024 and 2023, was $ 26,154 and $ 573,441, respectively, for stock options granted to employees
and directors. This expense is included in selling, general and administrative expenses in the consolidated statements of operations.
Stock-based compensation expense recognized during the periods is based on the grant date fair value of the portion of share-based payment
awards that is ultimately expected to vest during the period. At December 31, 2024, the total compensation cost for stock options that
was not yet recognized was $ 64,034. This cost will be recognized over the remaining vesting term of the options ranging from 7 months
to 1.0 year.

 Treasury Stock

 In August 2016, the Company's Board of
Directors approved a new class of Preferred Stock, "Series A". For shareholders who invested in previous private placements,
the Company was offering on a case-by-case basis, the ability to convert the existing amount invested into an equivalent amount in the
Series A on the condition that they invest an equivalent additional amount in the Series A. In December of 2017, the Company redeemed
all of the Series A and continues to hold 235 shares purchased for $ 148,000 as a part of the original transaction. In December 2018, the
Company entered into an agreement with two shareholders to purchase shares from them at fair market value. The Company purchased 84 shares
at $ 7.00 per shares and 140 shares at $ 6.30 per share. In 2019, the Company entered into an agreement with two shareholders to purchase
shares from them at fair market value. The Company purchased 115 shares at $ 10.08 per share and 753 shares at $ 9.09 per share. Accordingly,
as of December 31, 2024, and 2023, the Company held 1,324 shares of Common Stock at an aggregate value of $ 157,452.

 NOTE 15 – COMMON STOCK OPTIONS AND WARRANTS

 Options

 2024

 The Company did not issue any new stock options in
2024. In the second quarter of 2024, a former employee forfeited 46,872 stock options upon leaving the Company. During the third quarter,
three former employees forfeited a total of 81,837 stock options due to their departures. In the fourth quarter of 2024, the management
team forfeited 551,898 stock options as a condition of entering into new employment agreements whereby they will be granted a total of 1,901,898
shares of restricted stock with 3-year cliff vesting to be granted in the first quarter of 2025. Additionally, in the fourth quarter of
2024, a former executive forfeited 100,716 stock options (see Note 12).

 2023

 During the second quarter of 2023, the Company's
Board of Directors granted 293,117 new stock options and in the fourth quarter granted a further 170,000 new stock options both with a
strike price of $ 4.22 per share to 19 key employees and one contract employee. These options were awarded as a one-time award as a retention
incentive and had a fair value of approximately $ 556,000 for the April 1, 2023 awards and approximately $ 172,000 for the December 1, 2023
award and carry a three-year vesting period. The issuance of these options generated stock option compensation expense in the year in
the amount of $ 269,611 and a balance of unamortized stock option compensation expense of $458,389, that is being expensed over the following
 2.0 years.

 During the first quarter of 2023, two former staff
members forfeited 1,608 non-qualified stock options as the options expired.

 F- 40

 During the third quarter of 2021, the shareholders
approved the issuance of up to one million shares or share equivalents in the form of stock options for the purposes of share issuance
for compensation to Board Members and grants to certain staff members for recruiting and retention. On August 5, 2021, the Company filed
an S-8 registration statement in concert with the 2021 Equity Incentive Plan. The plan covers a period of ten years. Additional S-8 registrations
were filed on October 9, 2024 and February 5, 2025. On September 30, 2024, the shareholders approved an increase in the shares of Common
Stock available under the 2021 Plan to 2,500,000 and beginning as of February 1, 2025, and for each February 1 st thereafter
to the greater of 2,500,000 or a number of shares based on a formula tied to the Company's fully diluted common equivalent share
capitalization, excluding warrants and options.

 Schedule of options activity

 Shares

 Weighted

 Average

 Exercise

 Price

 Weighted

 Average

 Remaining

 Contractual

 Term (Years)

 Aggregate

 Intrinsic

 Value

 Outstanding at December 31, 2022

 926,266

 $
 5.74

 3.3

 $
 —

 Granted

 463,117

 $
 4.22

 4.35

 —

 Forfeited

 ( 1,608
)

 $
 14.00

 —

 —

 Outstanding at December 31, 2023

 1,387,775

 $
 5.23

 3.0

 —

 Exercisable at December 31, 2023

 581,324

 $
 5.38

 1.8

 $
 —

 Outstanding at December 31, 2023

 1,387,775

 $
 5.23

 3.0

 $
 —

 Granted

 —

 $
 —

 —

 —

 Forfeited

 ( 781,323
)

 $
 5.17

 —

 —

 Outstanding at December 31, 2024

 606,452

 $
 5.29

 2.0

 $
 514,394

 Exercisable at December 31, 2024

 442,445

 $
 5.50

 1.6

 $
 296,145

 The fair value of the incentive stock option grants
for the years ended December 31, 2024 and 2023 were estimated using the following weighted- average assumptions:

 Schedule of weighted- average assumptions

 For
 the Years Ended

 2024

 2023

 Risk free interest rate

 —

 3.73
 %

 Expected term in years

 —

 3.50

 Dividend yield

 —

 —

 Volatility of common stock

 —

 54 % – 118 %

 Weighted average grant date fair value per option

 $
 —

 $
 1.57

 Warrants

 2024

 On July 22, 2024, the Company and Duos Edge entered
into secured promissory notes (the "Notes") with two institutional investors in the Company, 21 April Fund LP and 21 April Fund
Ltd. The principal amounts of the Notes are $ 1,520,000 for the Note issued to 21 April Fund Ltd. and $ 680,000 for the Note issued to 21
April Fund LP. The Notes bear interest at an annual rate of 10 % and the principal and any accrued interest on the Notes are due on December
30, 2025. The Company has guaranteed all of Duos Edge's obligations pursuant to the Notes.

 In connection with the Notes, the Company issued warrants
to purchase 92,727 shares of Common Stock to 21 April Fund LP and 207,273 shares of Common Stock to 21 April Fund Ltd. The warrants had
an exercise price of $ 3.00 and were exercisable at any time on or prior to the close of business on the five-year anniversary of the original
issuance date of July 22, 2024. The warrants contained a fundamental transaction provision whereby the Company might have to make a cash
payment to the warrant holder on a fundamental transaction trigger date. Accordingly, the warrants met the criteria to be accounted for
as a derivative liability instrument.

 On September 20, 2024, the Company made an offer,
which was accepted, to two warrant holders to exercise 44,644 warrants with an expiration date of September 24, 2024 and with an original
strike price of $ 7.70 per share. The warrants, which were granted on September 25, 2019 and in conjunction with a loan to the Company
of $1 million for a term of 9 months, had been originally valued at $ 172,029 which amount had been fully amortized by the second quarter
of 2020.

 In conjunction with the extinguishment of the warrant
liability, the Company agreed to modify the terms of the outstanding warrants. Specifically, the exercise price of the warrants was reduced
 from $7.70 to $2.61 per share of Common Stock. As a result of this modification, the fair value of the warrants on the date of the modification
was recalculated to be approximately $ 615.

 Upon the consummation of the extinguishment, the warrants
were cancelled and rendered null and void. Consequently, any and all rights arising under the original warrant agreements were extinguished,
and the Company shall no longer be required to reserve shares of Common Stock for issuance upon the exercise of these warrants. The Company
received $ 116,521 in cash for the exercise which was recorded as additional paid in capital.

 During the third quarter of 2024, the Company
issued an aggregate of 344,644 shares of common stock, upon the exercise by 21 April Fund LP and 21 April Fund Ltd. (collectively,
the "21 April Entities") of warrants to purchase 104,647 and 239,997 shares of Common Stock, respectively. In connection
with such exercise, the Company and the 21 April Entities agreed to reduce the exercise price of the warrants to $ 2.61 per share,
and to remove any "blocker" or similar provisions in the warrants. The Company received $ 899,521 upon the exercise. As
of December 31, 2024, there are no warrants outstanding.

 F- 41

 2023

 During the first and fourth quarters of 2023, warrants
held by 48 holders representing 102,947 shares expired. All of the expired warrants can no longer be exercised.

 Schedule of warrants outstanding

 Number of

 Warrants

 Weighted

 Average

 Exercise

 Price

 Weighted

 Average

 Remaining

 Contractual

 Term (Years)

 Aggregate

 Intrinsic

 Value

 Outstanding at December 31, 2022

 80,091

 $
 8.63

 0.8

 —

 Warrants expired, forfeited, cancelled or exercised

 ( 102,947
)

 $
 —

 —

 —

 Warrants issued

 —

 $
 —

 —

 —

 Outstanding at December 31, 2023

 44,644

 $
 7.70

 0.7

 —

 Exercisable at December 31, 2023

 44,644

 $
 7.70

 0.7

 —

 Outstanding at December 31, 2023

 44,644

 $
 7.70

 0.7

 —

 Warrants expired, forfeited, cancelled or exercised

 ( 344,644
)

 $
 —

 —

 —

 Warrants issued

 300,000

 $
 3.00

 4.47

 —

 Outstanding at December 31, 2024

 —

 $
 —

 —

 —

 Exercisable at December 31, 2024

 —

 $
 —

 —

 —

 NOTE 16 – DEFINED CONTRIBUTION PLAN

 The Company has a 401(k)-retirement savings plan (the
"401(k) Plan") covering all eligible employees. The 401(k) Plan allows employees to defer a portion of their annual compensation,
and the Company may match a portion of the employees' contributions generally after the first six months of service. During the
year ended December 31, 2024, the Company matched 100% of the first 4% of eligible employee compensation that was contributed to the 401(k)
Plan. For the year ended December 31, 2024, the Company recognized expense for matching cash contributions to the 401(k) Plan totaling
$ 214,347.

 NOTE 17 – RELATED PARTY TRANSACTIONS

 Frank Lonegro serves on the Board of Directors and
is a member of the Audit Committee. Mr. Lonegro is the Chief Executive Officer of Landstar System, Inc. ("Landstar"), based
in Jacksonville, Florida. The Company has previously utilized Landstar for shipping services including transporting large items. Most
recently, Landstar was the designated vendor involved in shipping an Edge Data Center to an Amtrak site in Secaucus, New Jersey. Mr. Lonegro
was not involved in the selection of his company by the Company, with whom there was an existing relationship pre-dating Mr. Lonegro's
appointment to the Board of the Company. Mr. Lonegro did not participate in any Board discussions or votes relating to the selection of
Landstar nor approval of the transactions with Landstar. The terms of these transactions were reviewed and approved by the management
team. For the years ended December 31, 2024 and December 31, 2023, the Company expensed $ 64,686 and $ 33,812, respectively.
As of December 31, 2024 and December 31, 2023, the amounts owed were $ 21,674 and $ 395, respectively, and are included in accounts payable
in the accompanying balance sheets.

 In the fourth quarter of 2022, the Company
elected to not renew a support contract with an existing customer due to a change in focus by the Company away from its Integrated
Correctional Automation System ("iCAS") business and the limited amount of revenue expected from that business going
forward. On June 29, 2023, the Company completed a transaction whereby it sold assets related to its iCAS business and a
recommendation to that customer to engage with the eventual buyer going forward. The transaction was completed with a third-party
buyer of which the Company's then former and now current Chief Financial Officer is a director. The former officer, who was
rehired as our CFO in May of 2024, did not participate in the transaction on behalf of the Company which was negotiated by the
CEO (see Note 18).

 In late 2024, Duos engaged with FIG to assist in
FIG's purchase of approximately 850 Mega Watts of electrical generation capacity (consisting of 30 mobile gas turbine
generators) and associated equipment to support their installation and operation ("balance of plant"). In late November
2024, Sawgrass Buyer LLC, an entity formed and owned by FIG, executed an asset purchase agreement with Atlas Corporation, APR Energy
Holdings Limited and a number of its wholly-owned affiliates (collectively, "APR"). Chuck Ferry, our CEO, was formerly
the CEO of APR from 2018 to 2020. The transaction closed on December 31, 2024. At Closing, Sawgrass Buyer LLC entered into an Asset
Management Agreement ("AMA") with the Company under which a substantial portion of Company staff, including certain
members of the management team (including Mr. Ferry), would oversee operations of Sawgrass Buyer LLC. The AMA term is two years and
subject to customary cancellation provisions. At Closing, the Company also received a 5% non-voting equity ownership interest in
Sawgrass APR Holdings, LLC ("Sawgrass Parent"), the ultimate parent company of Sawgrass Buyer LLC. As part of the
transaction, certain members of the Company's management team, including Charles Ferry, Duos' Chief Executive Officer,
and Christopher King, Duos' Chief Operating Officer, will serve in similar positions with the New APR in addition to their
roles at the Company. Mr. Ferry will also be Executive Chairman and a member of the Board of New APR. Mr. Goldfarb, the
Company's CFO, will be an observer on the board of New APR but will have no Executive role or management responsibilities at
the new entity. The Company will continue to pay the full compensation for Mr. Ferry, Mr. King and one other employee, with APR
covering 50% of that cost.

 In 2024, the Company borrowed $2,200,000 from
two lenders that are related parties because together they hold more than 10% of the Company's voting common stock. (See Note
10).

 NOTE 18 – SALE OF ASSETS

 On June 29, 2023, the Company completed a transaction
whereby it sold assets related to its Integrated Correctional Automation System (iCAS) business with a single customer. In the fourth
quarter of 2022, the Company elected to not renew a support contract due to the limited nature of the business. The transaction was completed
with a third-party buyer of which the Company's then former Chief Financial Officer and now Current Chief Financial Officer is a
director. Said then former officer did not participate in the transaction on behalf of the Company.

 The assets of the iCAS business were sold for a convertible
promissory note with a principal amount of $ 165,000 with a 10 % original issue discount as well as common stock purchase warrants. The
note matures in 2 years from the date of sale and is convertible immediately through the later of the maturity date or payment by the
borrower of the default amount, as defined in the note, into shares of the buyer's common stock at a conversion price of $ 0.003
or 55,000,000 shares. The conversion of the note carries restrictions which include limiting conversion to the extent it would not exceed
4.99% of the common stock outstanding of the buyer. The convertible promissory note is subject to standard anti-dilution provisions.

 F- 42

 The common stock purchase warrants are for a total
of 55,000,000 common shares of the buyer at an exercise price of $ 0.01 per share. The warrants are subject to standard anti-dilution provisions.
The warrants are not exercisable until on or after six months from the issuance date and no later than on or before the third anniversary
of the issuance date. The Company may exercise the warrants at any time after the six-month anniversary of the issuance date on a cashless
basis if there is no effective registration statement covering the resale of the Warrant Shares at prevailing market prices by the holder.
The exercise of these warrants is subject to beneficial ownership limits of 4.99% which may be increased by the holder up to 9.99% as
defined in the warrant. Given that the shares carried no intrinsic value at the time of the transaction and that the overall fair value
is de minimis, the Company has not recorded the warrants associated with the transaction.

 The Company recognized a gain on sale of assets of
$ 150,000, which is included in other income.

 The original issue discount is being accrued into
interest income over the term of the note.

 The Company regularly assesses the
collectability of its outstanding note receivable and establishes an allowance for credit losses based on
historical collection trends, the financial condition of counterparties, and current market conditions. In the year ended December
31, 2024, the Company recorded an allowance in the amount of $ 161,250
against the note receivable to reflect management's estimate of the portion of the balance that may not be collectible. This
allowance is recorded as a reduction to note receivable on the consolidated balance sheet and as a charge to bad debt expense in the
consolidated statement of operations. The Company will cease accrual of interest income on this note prospectively.

 The note receivable was recorded as follows on December
31, 2024:

 Schedule of note receivable

 2024

 Convertible note
 receivable

 $
 165,000

 Less allowance on note receivable

 ( 161,250
)

 Less
 unamortized discount

 ( 3,750
)

 Convertible
 note receivable, net

 $
 —

 NOTE 19 – SUBSEQUENT EVENTS

 Effective January 1, 2025, the Company issued restricted
stock awards to its executive leadership team as a condition of entering into new employment agreements whereby they were granted a total
of 1,901,898 shares of restricted stock with 3-year cliff vesting.

 On February 5, 2025, a holder of our Series D Preferred
Stock converted 300 shares of Series D Preferred Stock into 100,000 shares of Common Stock.

 On February 26, 2025, the Company made a $ 500,000
payment toward the principal balance of the secured promissory notes entered into with 21 April Fund LP and 21 April Fund Ltd. on
July 22, 2024. On March 27, 2025, the Company made a second payment of $ 500,000
 toward the principal balance of the secured promissory notes. These payments reduce the outstanding principal obligations
and were made in accordance with the terms of the Notes.

 Subsequent to the balance sheet date, through March
31, 2025, certain employees exercised stock options to acquire a total of 27,712 shares of the Company's common stock, generating total net proceeds of approximately $ 107,550. The exercises
were made pursuant to the Company's 2016 and 2021 Equity Incentive Plan and were conducted in accordance with the applicable terms
of the plan and the individual award agreements.

 Subsequent to the balance sheet date, through March
31, 2025 the Company issued an aggregate of 633,683 shares of common stock at a weighted average price of $ 6.24 per share through its
At-The-Market (ATM) offering program, generating total net proceeds of approximately $ 3,836,032.