Greenway Technologies Inc - 10-K

Item 1A

Risk Factors.

Risks Related to our Business and Operations

We may not be able to raise the additional capital necessary to execute our business strategy, which includes the production, sale and/or licensing of our proprietary GTL technology solutions to oil and gas operators in the United States and elsewhere.

Our ability to successfully execute the production, sale, or licensing of our GTL technology may depend on our ability to raise additional debt or equity capital. Our ability to raise additional capital is uncertain and dependent on numerous factors beyond our control including, but not limited to, general economic conditions, regulatory factors, reduced retail sales, increased taxation, reductions in consumer confidence, changes in levels of consumer spending, changes in preferences in how consumers pay for goods and services, weak housing markets and availability or lack of availability of credit. If we are unable to obtain additional capital, or if the terms thereof are too costly, we may be unable to successfully execute our business strategy.

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

We are a development-stage company and have a limited operating history upon which you can evaluate our business and prospects. We have yet to develop sufficient experience regarding actual revenues to be received from our GTL technology. You must consider the risks and uncertainties frequently encountered by early-stage companies in new and evolving markets. If we are unsuccessful in addressing these risks and uncertainties, our business, results of operations, and financial condition will be materially and adversely affected. The risks and difficulties we face include challenges in accurate financial planning as a result of limited historical data and the uncertainties resulting from a relatively limited period in which to implement and evaluate our business strategies as compared to older companies with longer operating histories.

We have historically incurred losses.

We are considered a pre-revenue or development stage company. We have incurred significant operating losses since inception. Due to the inherent risk of commercializing new technology, there can be no assurance that we will earn net income or generate positive cash flow in the future. We will require additional capital in order to fund our operations and we may not be able to source such capital on acceptable terms.

Establishing revenues and achieving profitability will depend on our ability to fully develop, certify and commercialize our GTL Technology, including successfully marketing our GTL Technology to customers and complying with possible regulations.

Much of our ability to establish revenues, achieve profitability and create positive cash flows from operations will depend on the completion of a third-party engineering certification and subsequent successful introduction of our proprietary GTL technology. Our prospective customers will not use our GTL technology unless they determine that the economic benefits provided by our GTL solution is greater than those available from competing technologies and providers. Even if the advantages derived from our proprietary GTL technology are well-established, prospective customers may elect not to use our GTL technology.

In addition, as this is a new technology and GTL processing method, we may be required to undertake time-consuming and costly additional development activities and seek regulatory clearance or approval for such new GTL technology. Such costs are not known by us as of the date of this report.

Lastly, the completion of the development and commercialization of our GTL technology remains subject to all the risks associated with the commercialization of any new GTL processing system with production based on innovative technologies, including unanticipated technical or other problems, manufacturing difficulties, and the possible insufficiency of the funds allocated for the completion of such development.

We may encounter substantial competition in our industry and a failure to compete effectively may adversely affect our ability to generate revenue.

We expect that we will be required to continue to invest in product development and efficiency improvements to compete effectively in our markets. Our competitors could potentially develop a similar or more efficient GTL product or undertake more aggressive and costly marketing campaigns than ours, which may adversely affect our sales and marketing strategies and could have a material adverse effect on our business, results of operations, and financial condition. Important factors affecting our ability to compete successfully include:

current and future direct sales and marketing efforts by small and large competitors;

rapid and effective development of new, unique GTL techniques; and

new and aggressive pricing methodologies

If substantial competitors enter our targeted markets, such as licensing of smaller independent oil and gas operators or the creation of blend stock for existing large refinery operations, we may be unable to compete successfully against such competition. Our potential competitors may have greater human and financial resources than we do at any given time, and there is significant competition for experienced personnel and financial capital in the oil and gas industry. Therefore, it can be difficult for smaller companies such as ours to attract the personnel and related investment for our various business activities needed to succeed. We cannot give any assurances that we will be able to successfully compete for such personnel and capital funds. Without adequate financial resources, our management cannot be certain that we will be able to compete successfully in our operations.

Although the longevity of patents in the United States are limited in duration to 20 years, this should not affect the Company’s long-term ability to successfully monetize the intellectual property it owns.

We own U.S. Patents No. 8,574,501 B1 (the “’501 Patent”), issued November 5, 2013, and U.S. Patents No. 8,795,597 B2 (the “597 Patent”), issued August 5, 2014, covering our GTL conversion technology for the purpose of converting natural gas to clean synthetic fuels in a small-plant and mobile application. On April 28, 2020, the Company was granted U.S. Patent 10,633,594 B1 (the “594 Patent”) for syngas generation for gas-to-liquid fuel conversion, and the Company was granted U.S. Patent 10,907,104 B1 (the “’104 Patent”), U.S. Patent 11,453,827 B1 (the “’827 Patent”),, and U.S. Patent 11,608,473 B1 (the “’473 Patent”) in 2021, 2022, and 2023, respectively, which extend the methods and details of generating syngas using the Company’s proprietary G-Reformer™ technology described in ‘594 Patent. The Company has several other pending patent applications, both domestic and international, related to various components and processes involving our proprietary GTL methods, which when granted, will further complement our existing portfolio of issued patents and pending patent applications

The term of each patent under U.S. law is 20 years from the original filing date. Accordingly, the aforementioned granted patents will expire in the years of 2033 and 2038. These dates cannot be extended. However, any future applications claiming “improvements to the current art” made by us will receive new filing dates. As such, new technologies enhancing and/or building on what is protected in the aforementioned patents will have anticipated expiration dates on or after 2038. Still, there is no certainty that we will be able to make such improvements to our currently held patents, and they therefore may expire at their respective terms. Further, a patent’s term may be shortened if a patent is litigated, and there is no certainty that we will be able to successfully defend our patents should such litigation occur . Moreover, the patents may go abandoned prior to their respective terms should required maintenance fees not be paid to the USPTO.

We are currently dependent on one equipment fabricator, the loss of which could adversely impact our operations.

We contract our manufacturing production with a heavy equipment fabricator in Texas that has worked with us for several years and specializes in the type of base refractory equipment we use in our proprietary G-Reformer based GTL processes. Accordingly, they have developed certain manufacturing expertise specifically related to our equipment which may be hard to replicate with a new manufacturer if they go out-of-business or end manufacturing for us for any reason. While there are similar manufacturers elsewhere in the United States and overseas, they will take an unknown additional amount of time to gain the expertise necessary to produce our proprietary refractory equipment or may not be able to gain such expertise at all, limiting our production and related revenue capability.

We are dependent on a limited number of key executives, consultants, the loss of any of which could negatively impact our business.

Our business is led by our Chairman of the Board of Directors, Raymond Wright, Acting President, Doug Cogan, Chief Executive Officer, Robert Kevin Jones, Executive Vice President - Sales and our Chief Financial Officer, Ransom Jones, all of whom are also members of our board of directors (our “ Board of Directors ”). We use outside consultants to support and perform the majority of the engineering and production work on our GTL technology. From time-to-time, we have also engaged consultants to provide financial reporting and governance support.

If one or more of these senior executives, officers, or consultants are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted, along with our financial condition, such that our results of operations may be materially and adversely affected. In addition, if the competition for senior management and senior officers in our industry is intense, the pool of qualified candidates is limited, and we may not be able to retain the services of our senior executives, key personnel, or consultants or attract and retain high-quality personnel in the future. Such failure could materially and adversely affect our future growth and financial condition, and the loss of one or more of these key personnel could negatively impact our business and operations.

If our research and development agreements with UTA are terminated, we may lose access to certain of the scientists that were instrumental in developing our technology.

In order to safeguard against this possibility, on December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with The University of Texas at Arlington (UTA) for all patent applications currently filed with the Patent and Trademark Office relating to GWTI’s natural gas reforming technologies developed under its sponsored research agreements with UTA.

To support our engineering efforts, we also continued our ongoing confidential Sponsored Research Agreement (“SRA”) with UTA which began in October 2009 and has continued in various forms through today, adding confidential Scope of Work addendums over this period to develop and enhance our patented GTL system with the goal of developing commercial GTL plants to convert natural gas into liquid fuels. We use UTA as an external research and development arm for the Company. If we or UTA terminated our relationship for some extenuating circumstances, we might lose access to the scientists most familiar with our unique technology. There is no assurance that we would be able to continue to improve the technology we have developed thus far, potentially slowing down our future commercialization and financing efforts.

Our quarterly results may fluctuate substantially and if we fail to meet the expectations of our investors or analysts, our stock price could decline substantially.

Our quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our Common Stock could decline. Some of the important factors that could cause our revenue and operating results to fluctuate from quarter to quarter include:

our limited operating history;

the limited scope of our sales and marketing efforts;

our ability to attract new customers, satisfy our customers’ requirements, and retain customers;

general economic conditions;

changes in our pricing capabilities;

our ability to expand our business and operations by staying current with the evolving requirements of our target market;

the effectiveness of our key personnel;

our ability to protect our proprietary GTL Technology;

new and enhanced products by us and our competitors;

unanticipated delays or cost increases with respect to research and development; and

extraordinary expenses such as litigation or other dispute-related settlement payments.

We may have difficulty in attracting and retaining outside independent directors to our Board of Directors as a result of their concerns relating to potentially increased personal exposure to lawsuits and shareholder claims by virtue of holding those positions.

The directors and management of companies are increasingly concerned with the extent of their personal exposure to lawsuits and shareholder claims, as well as governmental and creditor claims that may be made against them, particularly in view of recent changes in securities laws imposing additional duties, obligations, and liabilities on management and directors. Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors’ and officers’ liability insurance to timely pay the costs incurred in defending such claims. We currently do not carry directors’ and officers’ liability insurance, since directors’ and officers’ liability insurance has recently become much more expensive and difficult to obtain. If we are unable to continue or provide liability insurance at affordable rates or at all, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of directors.

We may lose potential independent board members and management candidates to other companies that have greater directors’ and officers’ liability insurance to insure them from liability or to companies that have revenues or have received greater funding to date which can offer more lucrative compensation packages. The fees of directors are also rising in response to their increased duties, obligations and liabilities as well as increased exposure to such risks. As a company with limited operating history and resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities.

Our future success relies upon our proprietary GTL Technology. We may not have the resources to enforce our proprietary rights through litigation or otherwise. The loss of exclusive right to our GTL Technology could have a material adverse effect on our business, financial condition and results of operations.

We believe that our GTL technology does not infringe upon the valid intellectual property rights of others. Even so, third parties may still assert infringement claims against us. If infringement claims are brought against us, we may not have the financial resources to defend against such claims or prevent an adverse judgment against us. In the event of an unfavorable ruling on any such claim, a license or similar agreement to utilize the intellectual property rights related to the GTL technology in question, which we rely on in the conduct of our business, may not be available to us on reasonable terms if terms are offered at all.

Our ability to obtain field-related operating hazards insurance may be constrained by our limited operational history.

The oil and natural gas business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormal-pressure formations, and environmental hazards such as oil spills, natural gas leaks, ruptures or discharges of toxic gases. If any of these events should occur at our joint venture plant location, or at any future customer sites (none exist today), we could incur legal defense costs and could suffer substantial losses due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties, and suspension of operations. Such inability to defend ourselves or suffer catastrophic financial losses could cause us to cease operations and/or declare bankruptcy.

Our GTL Technology is subject to the changing of applicable U.S. laws and regulations.

Our business is particularly subject to federal and state laws and regulations with respect to the oil and gas and mining industries. Our success depends in part on our ability to anticipate, navigate and respond to any changes that might occur. Due to our currently limited financial resources, we might not be able to respond to unanticipated changes, should they occur and impact our operations, and therefore have to cease operations.

Acts of terrorism, responses to acts of terrorism and acts of war may impact our business and our ability to raise capital.

Future acts of war or terrorism, national or international responses to such acts, and measures taken to prevent such acts may harm our ability to raise capital or our ability to operate, especially to the extent we depend upon activities conducted in foreign countries. In addition, the threat of future terrorist acts or acts of war may have effects on the general economy or on our business that are difficult to predict. We are not insured against damage or interruption of our business caused by terrorist acts or acts of war, and thus, our financial operations may be materially impacted by such events.

We may fail to establish and maintain strategic relationships.

We believe that establishing strategic industry partnerships and natural gas producer customer relationships will greatly benefit the growth of our business and the deployment of our GTL technology. To further such relationships, we have and will continue to seek out and enter into strategic alliances, joint ventures, and similar production relationships, including similar to those announced during the 2019 with INFRA Technologies, OPMGE and the ongoing relationship with UTA. Our affiliation with OPMGE was terminated. We continue to seek out and have discussions with potential gas producers on both a customer and financing basis. However, we may not be able to maintain our current or enter into new strategic partnerships on commercially reasonable terms, or at all, and may not be able to create financial or customer relationships with natural gas producers. Even if we enter new natural gas producer relationships, such financial partners and/or customers may not have sufficient production of location based natural gas to provide profitable revenues or otherwise prove advantageous to our business. Our inability to enter into such new relationships or strategic alliances could have a material and adverse effect on our business.

Risks Relating to Our Common Stock

We may need to raise additional capital. If we are unable to raise additional capital, our business may fail, or our operating results and our share price may be materially adversely affected.

Because we have no record of profitable operations, we need to secure adequate funding on an ongoing basis. If we are unable to obtain adequate funding, we may not be able to successfully develop and market our GTL technology and our business will likely fail. We have no commitments for financing. To secure additional financing, we may need to borrow money or sell more securities, which may reduce the value of our outstanding securities. We may be unable to secure additional financing on favorable terms, or at all.

Selling additional shares of Common Stock, either privately or publicly, would dilute the equity interests of our Shareholders. If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail business operations, which would have a material negative effect on operating results and most likely result in a lower price per share of Common Stock.

Also, as of the date of this filing, the shares authorized treasury shares are 500 million and there were 462,361,204 issued and outstanding. Thus, only an additional 37,638,796 treasury shares are available for sale. At the current share price, the ability to raise a significant amount of funds through the sale of treasury shares is limited. In order to address this situation, the Company has the ability to authorize additional treasury shares or execute a corporate restructuring. These actions may require a special shareholder meeting and a positive vote of the shareholders on these matters is not certain.

Issuance of additional Common Stock in exchange for services or to repay debt would dilute Shareholders’ proportionate ownership and voting rights and could have a negative impact on the market price of our Common Stock.

Our Board of Directors has previously and may continue to issue shares of our Common Stock to pay for debt or services rendered, without further approval by our Shareholders, based upon such factors as our Board of Directors may deem relevant in its sole discretion. It is likely that we will issue additional securities to pay for services and reduce debt in the future. Such issuances may lower the market price of our stock and decrease our ability to raise additional equity funding for working or investment capital as may be needed at a later time.

Even though our shares of Common Stock are publicly traded, an investor’s shares may not be “free-trading” and investors may be unable to sell their shares of Common Stock at or above their purchase price, which may result in substantial losses to the investor.

Investors should understand that their shares of our Common Stock are not “free-trading” merely because we are a publicly traded company. Shares bought from the Company or received for services rendered or in conjunction with the issuance of debt require different holding periods, thereby creating a potential lack of liquidity and inability to sell such shares timely for any investor. In order for our shares of Common Stock to become “free-trading,” the offer and sale of shares of our Common Stock must either be registered pursuant to a registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”), or be entitled to an exemption from registration under federal and state securities laws, after being held for statutory mandated periods.

In addition, an investor has no assurance that our stock price will rise after purchase or receipt in any manner, as our stock has shown significant volatility over the life of the Company. The following factors may add to the volatility in the price of our Common Stock in the future: (i) actual or anticipated variations in our quarterly or annual operating results; (ii) government regulations; (iii) announcements of significant acquisitions, strategic partnerships or joint ventures; (iv) our capital commitments; (v) additional dilutive stock issuances, and (vi) additions or departures of key personnel. Many of these factors are beyond our control and may decrease the market price of our Common Stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our Common Stock will be at any time, including as to whether our Common Stock will sustain the current market price, or as to what effect the sale of shares of Common Stock or the availability of shares of Common Stock for sale at any time will have on the prevailing market price.

Due to the fact that the Company did not timely file its Form 10-K for the fiscal year ended December 31, 2023 and its Form 10-Q for the quarterly period ended March 31, 2024, it was removed from the OTCQB marketplace, operated by the OTC Markets Group, Inc. (the “OTCMG” and placed on OTCMG “Pink Market,”which limits the ability of broker-dealers to sell our securities and the ability of Shareholders to easily sell their securities in the secondary market. All of the Company’s filings with the SEC are now current and the stock is now trading on its historical marketplace, the OTCQB.

Companies trading on the OTCQB must: (i) be reporting issuers under Section 12 of the Exchange Act of 1934, as amended (the “ Exchange Act ”); (ii) must be current in their reports under Section 13 of the Exchange Act; and must pay an annual fee to OTCQB, to maintain electronic price quotation privileges on the OTCQB. Because we failed to remain current in our Exchange Act reporting requirements, we were removed from the OTCQB and forced to be traded on the Pink Sheets, which requires a more challenging stock purchasing and selling process. The OTCQB is recognized by the SEC as an established public market. This platform enables companies to provide current public information that investors use to analyze, value and trade a security. The OTC Pink Sheets is a lower and more speculative tier of the marketplaces for the trading of over-the-counter stocks. Companies traded on OTC Pink are not held to any particular disclosure requirements or financial standards, and due to the wide variety of companies listed on OTC Pink Market, including dark companies, delinquent companies and worse, they recommend only sophisticated investors with a high-risk tolerance should consider it.

Pink Sheet Market shares generally trade thinly and infrequently making it hard to buy or sell when the investor wants to complete a transaction. In addition, trading in OTC Pink Sheet companies requires more paperwork because due the speculative nature of such stocks, the U.S. Congress prohibited broker-dealers from effecting transactions in penny stocks unless they comply with the requirements of Section 15(h) of the Exchange Act and the rules promulgated thereunder.

These SEC rules provide, among other things, that a broker-dealer must: (i) approve the customer for the specific penny stock transaction and receive from the customer a written agreement to the transaction; (ii) furnish the customer a disclosure document describing the risks of investing in penny stocks; (iii) disclose to the customer the current market quotation, if any, for the penny stock; and (iv) disclose to the customer the amount of compensation the firm and its broker will receive for the trade. In addition, after executing the sale, a broker-dealer must send to its customer monthly account statements showing the market value of each penny stock held in the customer’s account. With the added inconvenience and cost for brokers, various large brokerage firms, including Merrill Lynch, Capital One, Fidelity, E-Trade and even the new Robinhood, among others, have simply stopped providing brokerage services for Pink Sheet stocks for new customers. Accordingly, the Pink Sheet Market’s trading is very thin.

Volatility in the share price for our Common Stock may subject us to securities litigation.

There is a limited market for the sale of shares of our Common Stock. The market for our Common Stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our Common Stock share prices will be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. In the future, we may be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources away from our daily operations, negatively impacting our financial results.

We do not intend to pay dividends on shares of our Common Stock.

We have not paid any cash dividends on shares of our Common Stock since our inception, and we do not anticipate that we will pay any cash dividends in the near future. Earnings, if any, that we may realize will be retained in the business for further development and expansion. Furthermore, our ability to pay dividends may be restricted under our debt agreements.

Our substantial level of indebtedness could adversely affect our financial condition.

We have a substantial amount of indebtedness, a significant amount which are interest-bearing notes payable. As of December 31, 2025, we had $14,131,536 total liabilities, all of which is current. For more details on our indebtedness, please see Notes 3, 4 and 5 of our Consolidated Financial Statements.

Our substantial level of indebtedness could have important consequences, including the following:

We must use a substantial portion of our cash flow from operations to pay interest, which reduces funds available to use for other purposes, such as working capital, capital expenditures, and other general corporate purposes;

Our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate purposes may be impacted; and

Our leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions.

Our ability to meet expenses and to make future principal and interest payments in respect of our debt, depends on, among other things, our future operating performance, competitive developments and financial market conditions. We are not able to control many of these factors. If industry and economic conditions deteriorate, our ability to raise debt or equity capital and/or cash flow may be insufficient to allow us to pay principal and interest on our debt and meet our other obligations, which could cause us to default on these obligations. In particular, the Mabert loans maintain a UCC-1 security interest in all the collateral of the Company, including to our G-Reformer, technology and intellectual property (our patents, patents pending and licensed patents). If Mabert exercises its rights and remedies due to defaults under our secured loan agreements, our business, financial condition, and results of operations will be materially adversely affected.

The market for penny stocks has suffered in recent years from patterns of fraud and abuse.

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the penny stock market, the Company’s management will strive to prevent the described patterns from being established with respect to our securities, as the occurrence of these patterns or practices could increase the volatility of the price per share of our Common Stock and/or diminish stockholders ability to trade our Common Stock.

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock price.

Section 404 of the Sarbanes-Oxley Act requires us to evaluate annually the effectiveness of our internal controls over financial reporting as of the end of each fiscal year and to include a management report assessing the effectiveness of our internal controls over financial reporting in our annual report. If we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude, on an ongoing basis, that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

While we continue to dedicate resources and management time to ensuring that we have effective controls over financial reporting, failure to achieve and maintain an effective internal control environment could have a material adverse effect on the market’s perception of our business and the price of our Common Stock.

Item 1B.

Securities and Exchange Commission - Staff Comments.

The Company received a letter dated November 15, 2021, from the Securities and Exchange Commission (“SEC”) asking for the Company for comments on disclosures made in the Form 10-K for the Year Ended December 31, 2020 and in the Form 10-Q for the Period Ended June 30, 2021. The inquiry pertained to disclosures under Items 307 and 308 of Regulation S-K. Item 307 of Regulation S-K addresses “Disclosure Controls and Procedures” and Item 308 of Regulation S-K addresses “Internal Control Over Financial Reporting.” The Company responded to the inquiry. In a letter to the Company from the Securities and Exchange Commission dated February 2, 2022, the SEC stated, “We have completed our review of your filings.” This action closed the matter.

The Company received a letter dated August 7, 2023 from the SEC stating that disclosure was not adequate for the Form 10-K for the Fiscal Year Ended December 31, 2022 and the Form 10-Q for the Quarterly Period Ended March 31, 2023. The SEC comments related to Evaluation of Disclosure Controls and Procedures under Items 307 and of Regulation S-X. In particular, the SEC suggested that it should be concluded that Disclosure Controls and Procedures are ineffective. The SEC requested the Company to provide this disclosure in future filings and the Company has complied with the SEC’s request. The Company issued a letter dated September 3, 2023 to the SEC stating its intention to provide adequate disclosure in future filings. The SEC accepted the letter on September 13, 2023.

Item 1C.

Cybersecurity Risk Management and Strategy

Cybersecurity Risk Management and Strategy

The Company recognizes the importance of maintaining the security and integrity of its information systems and data. The Company’s operations are currently limited in scale and are primarily focused on research, development, and administrative activities. As such, the Company’s information technology environment consists primarily of standard, commercially available systems and cloud-based applications used for accounting, communication, and general business operations.

The Company has implemented basic cybersecurity measures designed to protect its information systems and data, including:

use of third-party hosted platforms with embedded security features

password protection and access controls

periodic monitoring of system access and activity

reliance on reputable service providers for financial systems and data storage

The Company does not currently maintain a formal, enterprise-wide cybersecurity risk management program; however, management periodically assesses risks related to cybersecurity and implements measures it believes are appropriate given the Company’s size, operations, and risk profile.

To date, the Company has no t experienced any material cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, its business strategy, results of operations, or financial condition.

Cybersecurity Governance

Responsibility for oversight of cybersecurity risk resides with management, primarily the Chief Financial Officer , who oversees the Company’s information systems and related risks. Due to the Company’s limited personnel, cybersecurity responsibilities are not segregated across multiple roles .

Management is responsible for:

identifying and evaluating cybersecurity risks

monitoring access to key systems

coordinating with third-party service providers

responding to any identified cybersecurity issues

The Board of Directors has general oversight responsibility for risk management, including cybersecurity risk. The Board is informed of material risks, including cybersecurity-related matters, through periodic communications with management.

Given the Company’s current size and operations, cybersecurity risk is not managed through a separate committee but is considered as part of the Company’s overall risk management process

Cybersecurity Incident Reporting

The Company has not identified any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, the Company’s business strategy, results of operations, or financial condition.

Item 7.

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

The following discussion and analysis of our results of operations and financial condition for the fiscal years ended December 31, 2025 and 2024 should be read in conjunction with our Financial Statements and the notes to those Consolidated Financial Statements that are included elsewhere in this Form 10-K and were prepared assuming that we will continue as a going concern. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the “Risk Factors,” “Cautionary Notice Regarding Forward-Looking Statements” and “Description of Business” sections and elsewhere in this Form 10-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “predict,” and similar expressions to identify forward-looking statements. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, our actual results could differ materially from those discussed in these statements. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.

In the below discussion, “we,” “our,” “us,” the “Company” and similar terms in this report, as well as references to “UMED” and “Greenway” all refer to Greenway Technologies, Inc., and our wholly-owned subsidiary, Greenway Innovative Energy, Inc., unless the context requires otherwise.

Greenway Technologies, Inc. is engaged in the research and development of proprietary gas-to-liquids syngas conversion systems and micro-plants that can be scaled to meet specific gas field production requirements. The company’s patented and proprietary technologies have been realized in its first commercial G-Reformer unit, a unique component used to convert natural gas into synthesis gas, which when combined with a Fischer-Tropsch reactor and catalyst, produces fuels including gasoline, diesel, jet fuel and methanol. G-Reformer units can be deployed to process a variety of natural gas streams including pipeline gas, associated gas, flared gas, vented gas, coal-bed methane and/or biomass gas. When derived from any of these natural gas sources, the liquid fuels created are incrementally cleaner than conventionally produced oil-based fuels. Greenway’s objective is to become a material direct and licensed producer of renewable GTL synthesized diesel and jet fuels, with a near term focus on U.S. market opportunities.

The Company believes that its proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general. Initial tests have demonstrated that the Company’s solution appears to be superior to legacy technologies which are more costly, have a larger footprint and cannot be easily deployed at field sites to process associated gas, stranded gas, coal-bed methane, vented gas, or flared gas - all markets the Company seeks to service.

Since 2020, the Company has received several U.S. Patents (the ‘594 Patent, ‘104 Patent, ‘827 Patent, and ‘473 Patent) pertaining to syngas generation for gas-to-liquid fuel conversion. In addition, the Company has other pending patent applications, both domestic and international, related to various components and processes involving our proprietary GTL methods, which when granted, will further complement our existing portfolio of issued patents and pending patent applications.

On December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with the UTA for all patent applications currently filed with the Patent and Trademark Office relating to GWTI’s natural gas reforming technologies developed under its sponsored research agreement with UTA. During 2025, the Company paid UTA $196,587 under SRAs and $250,000 under a Patent & Technology License Agreement. Additionally, at December 31, 2025, the Company had a liability to UTA under its SRA for the period July 1, 2025 – June 30, 2026 in the amount of $216,212.

As described in the ‘594 Patent, ‘104 Patent, ‘827 Patent, and ‘473 Patent, methane, oxygen, and steam are continuously injected into the combustion section of the Company’s proprietary G-Reformer™ reactor to generate carbon monoxide along with unreacted methane and steam. The carbon monoxide, unreacted methane, and steam then enter the catalyst chamber where these components react to generate syngas. The pressure and temperature inside the reaction vessel is controlled to create a favorable environment for synthetic gas generation.

On December 15, 2020, the Company announced additional information regarding valuable outputs produced by the Company’s proprietary G-Reformer™ catalyst reactor and Fischer-Tropsch (FT) technology which combine to form the “Greer-Wright” GTL solution. Recent research and development activity have shown that the technology can also allow the extraction of high-value chemicals and alcohols. The potential high-value chemical outputs include n-Hexane, n-Heptane, n-Octane, n-Decane, n-Dodecane, and n-Tridecane, and the alcohols produced include ethanol and methanol. The company has identified worldwide industrial demand for these outputs, which will significantly improve the economic return on investment (ROI) of GTL plants that are based on GWTI’s technology. GWTI is a development-stage company with plans to continue its unique and patented technology.

The Company believes its technologies and processes will allow for multiple small-scale GTL plants to be built with substantially lower up-front and ongoing costs resulting in more profitable results for O&G operators. In addition, the proprietary technology based around the G-Reformer is unique in that it also allows for transportable (mobile) GTL plants with a much smaller footprint as compared to legacy large-scale technologies. Greenway is in discussions with a number of oil and gas operators and other interested parties to license and obtain joint venture or other forms of capital funding to build its first third-party customer gas-to-liquid plant.

Mining Interest

In December 2010, UMED acquired the rights to approximately 1,440 acres of placer mining claims located on Bureau of Land Management (“BLM”) land in Mohave County, Arizona for 5,066,000 shares of restricted Common A stock. Early indications, from samples taken and processed, provided reason to believe that the potential recovery value of the metals located on the 1,440 acres is significant, but only actual mining and processing will determine the ultimate value which may be realized from this property holding. The Company explored strategic options to partner or sell its interest in this acreage, while it focused on its emerging GTL technology sales and marketing efforts. However, the Company decided to focus only on its core technologies and the mining interests were forfeited on August 31, 2025 for failure to timely pay Mining Claim Maintenance Fees.

Going Concern

We remain dependent on outside sources of funding (debt and/or equity) for the continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in their report dated March 11, 2025, which is included with our consolidated Financial Statements and raises substantial doubt about our ability to continue as a going concern.

December 31,

December 31,

Increase

(Decrease)

% Change

Net loss

Net cash used in operations

Working capital deficit

Stockholders’ deficit

1 – Our net loss in 2025 compared to 2024 increased primarily due to increases of $531,724 in consulting fees, commissions of $58,000, meals and entertainment of $5,598, stock quoting service of $13,620, travel of $12,035, wages of $37,500, board of directors fees of $30,000, expense reimbursements of $15,306, investor promotion expense of $5,340, legal expenses of $985,641, research and development of $1,155,335 and commuting expense of $49,250. These increases in expenses were offset by decreases in auditor fees of $12,183, mining expense of $14,400 and interest expense of $6,128. Additionally, net loss was reduced by a gain on legal settlement of $648,783 and income for forfeiture of non-refundable deposits in the amount of $1,700.

2 – Our net cash used in operations in 2025 compared to 2024 increased primarily due to increases in net loss of $444,166, prepaids and other of $45,679, accounts payable and accrued expenses of $1,206,485, customer deposits of $10,000 and liabilities for legal settlement of $731,183. These were offset by a decrease in accounts payable and accrued expenses – related parties of $443,923.

3 – The working capital deficit increased in 2025 compared to 2024 due to increases in cash and prepaids and other of $26,502, accounts payable and accrued expenses of $35,066, accounts payable and accrued expenses – related parties of $281,437, customer deposits of $10,000 and legal settlement liability of $950,000, These were offset by an decreases in notes payable of $5,000 and convertible note payable – net of $166,666..

4 – The increase in stockholders’ deficit in 2025 compared to 2024 resulted from the net effect of an increase net loss of $1,917,743 offset by issuances of common stock of $879,400.

These factors raise substantial doubt about our ability to continue as a going concern.

The Consolidated Financial Statements included in our Form 10-K do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient new cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and/or ultimately to attain profitable operations. However, there is no assurance that profitable operations, financing, or sufficient new cash flows will occur in the future.

Our ability to achieve profitability will depend upon our ability to finance, manufacture, and market/operate GTL units. Our growth is dependent on attaining profit from our operations and raising additional capital either through the sale of our Common Stock or borrowing. There is no assurance that we will be able to raise any equity financing or sell any of our products at a profit. We will be unable to pay our obligations in the normal course of business or service our debt in a timely manner throughout 2026 without raising additional debt or equity capital. There can be no assurance that we will raise additional debt or equity capital.

We are currently evaluating strategic alternatives that include (i) raising new equity capital and/or (ii) issuing additional debt instruments. The process is ongoing, lengthy and has inherent costs. There can be no assurance that the exploration of these strategic alternatives will result in any specific action to alleviate our 12-month working capital needs or result in any other transaction.

While we are attempting to commence operations and generate revenues, our cash position may not be sufficiently significant to support our daily operations. Management intends to raise additional funds by way of an offering of our securities. Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us to continue as a going concern. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful. Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues.

Results of Operations

For Year Ended December 31, 2025 as Compared to Year Ended December 31, 2024:

We had no revenues for consolidated operations for the years ended December 31, 2025 and 2025.

We reported consolidated net losses during the years ended December 31, 2025 and 2024 of $1,957,734 and $1,513,568, respectively.

The following table summarizes consolidated operating expenses and other income and expenses for the years ended December 31, 2025 and December 31, 2024:

December 31,

December 31,

Increase

(Decrease)

% Change

Revenues

General and administrative expenses

Research and development

Interest expense

Forfeiture of non-refundable deposits

INF

Gain on legal settlement

INF

Total operating expenses increased by $2,799,077 from $894,305 in 2024 to $3,693,382 in 2025.

1 – General and administrative expenses in 2025 compared to 2024 increased primarily due to increases of $531,724 in consulting fees, commissions of $58,000, meals and entertainment of $5,598, stock quoting service of $13,620, travel of $12,035, wages of $37,500, board of directors fees of $30,000, expense reimbursements of $15,306, investor promotion expense of $5,340, legal expenses of $985,641, research and development of $1,155,335 and commuting expense of $49,250. These increases in expenses were offset by decreases in auditor fees of $12,183, mining expense of $14,400 and interest expense of $6,128.

2 – The increase was related generating an increase in liquidity from sales of Common Stock of $696,000 and collection of non-refundable deposits in the amount of $1,700,000, which allowed the Company to bring payments under its patent Patent & Licensing Agreement with UTA current and additional spending on R&D to provide impetus to commercialize our technology.

3 – The increase is negligible.

4 – The Company entered into a non-binding agreement with a counterparty to pay a non-refundable deposit to pay the Company non-refundable deposits in the amount of $1,700,000. Ultimately, ultimately the counterparty was not able to follow through with its commitment to purchase a reformer. As a result, the $1,700,000 became income instead of being applied to the purchase of a reformer.

5 – The Company reached a settlement in a legal dispute that resulted in an extraordinary gain of $648,783. The gain resulted due to reduction of several liabilities, the creation of a new liability and the issuance of 2,000,000 shares of stock.

Net Loss and Net Loss per Share

Our consolidated net loss increased by $444,166 from $1,513,568 in 2024 compared to $1,957,734 in 2025. Th basic and diluted earnings share for the year ended December 31, 2025, as compared to December 31, 2024 were the same $.00 per share

The weighted-average number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 444,862,026 for the year ended December 31, 2025, and 413,126,039 for the year ended December 31, 2024.

Liquidity and Capital Resources

We do not currently have sufficient working capital to fund our expected future operations. We cannot assure investors that we will be able to continue our operations without securing additional adequate funding. We had $850 in cash, total assets of $46,753, and total liabilities of $14,131,536 as of December 31, 2025. Total accumulated deficit at December 31, 2025, was ($41,330,906).

Liquidity is the ability of a company to generate adequate amounts of cash to meet all of its financial obligations. The following table provides certain selected balance sheet comparisons between December 31, 2025, and December 31, 2024:

December 31,

December 31,

Increase

(Decrease)

% Change

Cash

Prepaids and other

Total current assets

Total assets

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Note payable

Notes payable - related parties - net

Convertible note payable - net

INF

Advances - others

Customer deposits

INF

Legal settlement liability

INF

Total current liabilities

Total liabilities

1 - Cash decreased in 2025 compared to 2024 due to net loss of $1,957,734, an increase in cash of $691,000 from financing activities and an increase in adjustments to reconcile net loss to net cash used in operations by $1,247,445.

2 – Prepaids and other assets increased in 2025 from 2024 due to an increase of prepaid legal fees of $45,791.

3 - See discussion regarding cash resources in #1 and #2 above.

4 – Accounts payable and accrued expenses and accounts payable and accrued expenses - related party in 2025 compared to 2024 increased due to the fact that amounts accrued were greater than amounts paid in satisfaction of the liabilities.

5 – Notes Payable in 2025 compared to 2024 decreased by $5,000 due to a loan payment in 2025 in the amount of $5,000

6 – Convertible note payable net in 2025 compared to 2024 decreased due the fact that the debt was settled in a legal settlement.

7 – Customer deposits increased in 2025 compared to 2024 increased by $10,000 due to a customer making a deposit for future technology development.

8 – Legal settlement liability increased in 2025 compared to 2024 by $950,000 due to a legal settlement.

9 – See notes #4 - #8 above.

Cash Flows

December 31,

December 31,

Increase

(Decrease)

% Change

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Operating Activities

Our net cash used in operations in 2025 was greater than 2024. The increase was primarily due to increases of net loss of $444,166, stock issued in a legal settlement of $83,400, stock issued for prepaid legal fees of $100,000, in accounts payable and accrued expense of $1,206,485, customer deposits of $10,000 and decreases in prepaids and other assets of $45,769, accounts payable and accrued expenses – related parties of $443,923 and liabilities for legal settlement – net of $732,183.

Investing activities

Net cash used in investing activities for the year ending December 31, 2025 and 2024 was $0.

F inancing Activities

In 2025, the Company had net cash provided by financing activities of $691,000, consisting of the following:

Proceeds from stock issued for cash - $696,000

Repayment on notes payable - $(5,000)

Our accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. Our general business strategy is to first develop our GTL technology to maintain our basic viability, while seeking significant development capital for full commercialization.

As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $41,330,906 and $39,373,172 as of December 31, 2025 and 2024, respectively.

Our ability to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on our ability to obtain necessary financing to fund ongoing operations.

Commitments

Capital Expenditures - none

Operational Expenditures

Employment Agreements

In August 2012, we entered into an employment agreement with Raymond Wright, for the position of president of GIE, for a term of five years, with compensation of $90,000 per year. In September 2014, Mr. Wright’s employment agreement was amended to increase his annual pay to $180,000. By its terms, Mr. Wright’s employment agreement automatically renewed on August 12, 2020, 2021, 2022 2023,2024 and 2025, for successive one-year periods. During the twelve-month periods ended December 31, 2025 and 2024, we paid and/or accrued a total of $180,000 under the terms of the agreement. As of December 31, 2025 and December 31, 2024, total accrued salary was $1,635,938 and $1,599,738, respectively, and is presented as part of Accounts payable and accrued expenses -related party. Mr. Wright is also the Chairman of our Board of Directors and Interim President of the Company.

Effective May 10, 2018, we entered into an employment agreement with Ransom Jones, Chief Financial Officer, Secretary and Treasurer and a member of the board of directors. Mr. Jones earns a base salary of $120,000 per year. During each year that Mr. Jones’ agreement is in effect, he is entitled to receive a bonus (“Bonus”) equal to at least Thirty-Five Thousand Dollars ($35,000) per year, such amount having been accrued for the period ended December 31, 2025. Mr. Jones received a grant of common stock (the “Stock Grant”) at the start of his employment equal to 250,000 shares each of the Company’s Common Stock, par value $.0001 per share (the “Common Stock”), such shares vesting immediately. Mr. Jones is also entitled to participate in the Company’s benefit plans when such plans exist. The foregoing summary of Mr. Jones’s employment agreement is qualified in its entirety by reference to the actual true and correct Employment Agreement by and between Mr. Jones and our Company, dated May 10, 2018, a copy of which is filed as Exhibit 10.40 to this Form 10-K and incorporated by reference herein. By its terms, Mr. Jones’ employment agreement automatically renewed on May 10,2019, 2020, 2021, 2022, 2023, 2024 and 2025, for successive one-year periods. As of December 31, 2025 and December 31, 2024, respectively, total accrued salary was $889,167 and $1,599,738, respectively, and is presented as part of Accounts payable and accrued expenses - related party.

Consulting Agreements

On September 7, 2018, Wildcat, a company controlled by Shareholder Marshall Gleason, filed suit against us alleging claims arising from the Gleason Agreement, seeking to recover monetary damages, interest, court costs, and attorney’s fees. In a separate lawsuit, Wildcat filed suit claiming that the Company breached that certain Promissory Note dated on or about November 13, 2017, entered into between Wildcat, as lender and Greenway as borrower, and as a result Wildcat initiated an action in County Court at Law No. 2 of Tarrant County, Texas, Cause No. 2018-006416-2. On March 6, 2019, we entered into a Rule 11 Agreement with Gleason settling both disputes, a copy of which is filed as Exhibit 10.52 to this Form 10-K and incorporated by reference. Pursuant to the Rule 11 Agreement, the parties agreed to abate both cases until the earlier of a default of the performance of the Rule 11 Agreement or October 30, 2019, whichever be sooner. The Rule 11 Agreement provided that if we timely performed through October 15, 2019, the parties would file a joint motion for dismissal and present agreed orders of dismissal with prejudice for both lawsuits. The Company performed in all regards under the Rule 11 Agreement, however Gleason refused to sign the Wildcat Settlement Agreement at the point of the Company’s having performed its obligations. The parties’ respective counsels then mutually agreed to extend the original October 30, 2019 settlement date until at least the end of the year while the parties waited for Gleason’s signature. Gleason signed the Compromise Settlement and Release Agreement on February 4, 2020, and all litigation was dismissed by the Court on February 25, 2020. A copy of the Dismissal is incorporated by reference as Exhibit 10.59.

On August 2, 2025, the Company entered into a management consulting agreement with Blue Shift Pacific, LLC. That agreement provides that the Company pay an hourly rate of $150, $900 per day, $4,500 per week or $20,000 per month, depending on the extent of services requested by a company representative. The initial term of the agreement is twelve (12) months. After the initial term has ended, the agreement shall renew for subsequent one (1) month terms unless and until the Company or Blue Shift Pacific, LLC terminates the agreement. The agreement may be terminated at any time upon fifteen (15) days written notice to the other party. As of December 31, 2025, the Company accrued $98,643 under the contract.

On August 5, 2025, the Company entered into a management consulting agreement with Anthony Bradzil. That agreement provides that the Company pay an hourly rate of $120, $900 per day, $4,000 per week or $16,500 per month, depending on the extent of services requested by a company representative. The initial term of the agreement is twelve (12) months. After the initial term has ended, the agreement shall renew for subsequent one (1) month terms unless and until the Company or Anthony Bradzil terminates the agreement. The agreement may be terminated at any time upon fifteen (15) days written notice to the other party. As of December 31, 2025, the Company accrued $17,185 under the contract.

On July 28, 2025, the Company entered into a management consulting agreement with Kent Harer. The agreement provides that Kent Harer will receive 5,000,000 warrants to purchase the Company’s common stock at an exercise price $.065, or the closing price of the stock on the day the agreement is executed by both parties and expiring on July 30, 2028. The agreement did not specify the timing for the execution or the language of the warrant agreement. As of the date of this filing, the Company has not provided Mr. Harer a warrant agreement for his consideration. The initial term of the agreement was two (2) months and renews for subsequent one (1) month terms unless the Company or Mr. Harer terminates it by providing a fifteen (15) day written notice to the other party. On January 6, 2026, the Company terminated the consulting agreement.

Other

Pursuant to the GIE Acquisition Agreement in August 2012, we agreed to: (i) issue an additional 7,500,000 shares of Common Stock when the first portable GTL unit is built and becomes operational, and is capable of producing 2,000 barrels of diesel or jet fuel per day, and (ii) pay a 2% royalty on all gross production sales on each unit placed in production, or one percent (1%) each to the founders and previous owners of GIE. On February 6, 2018, and in connection with a settlement agreement dated April 5, 2018, by and between the Greer Family Trust and us, which is the successor in interest one of the founders and prior owners of GIE, F. Conrad Greer (“ Greer ”), (the “ Trust ”, and such settlement agreement the “ Trust Settlement Agreement ”), we issued 3,000,000 shares of Common Stock and a convertible promissory note for $150,000 to the Trust in exchange for: (i) a termination of the Trust’s right to receive 3,750,000 shares of Common Stock in the future and 1% of the royalties owed to the Trust under the GIE Acquisition Agreement; (ii) the termination of Greer’s then current employment agreement with GIE; and (iii) the Trust’s waiver of any future claims against us for any reason. A copy of the Trust Settlement Agreement and related promissory note dated April 5, 2018, by us in favor of the Trust is filed as Exhibit 10.36 to this Form 10-K and incorporated by reference herein.

As a result of the transactions consummated by the Trust Settlement Agreement, we are committed to issue a reduced number of 3,750,000 shares of Common Stock and 1% of the royalties due on production of our GTL operational units to Ray Wright, the other founder and prior owner of GIE, pursuant to the GIE Acquisition Agreement.

Mining Leases

In December 2010, UMED acquired the rights to approximately 1,440 acres of placer mining claims located on Bureau of Land Management (“ BLM ”) land in Mohave County, Arizona (such property, the “ Arizona Property ”), in an Assignment Agreement dated December 27, 2010, and filed as Exhibit 10.31 to this Form 10-K, between Melek Mining, Inc., 4HM Partners, Inc. and the Company, in exchange for 5,066,000 shares of our common stock. Early indications from samples taken and processed by Melek Mining provided reason to believe that the potential recovery value of the metals located on the Arizona Property could be significant, but only actual mining and processing will determine the ultimate value that may be realized from this property holding. However, the Company decided to focus only on its core technologies and the mining interests were forfeited on August 31, 2025 for failure to timely pay Mining Claim Maintenance Fees.

Financing

Related parties

Financing to date has been provided by loans, advances from Shareholders and Directors and issuances of our Common Stock in various private placements to accredited investors, related parties and institutions.

For the year ended December 31, 2025, there was no related-party financing. For the year ended December 31, 2024, there was $7,116 of related- party financing, which was reflected as Proceeds from advances – related parties. During 2024, $38,316 was repaid resulting in a balance of -0- at December 31, 2024. $35,930 was satisfied by issuance of Common Stock and $2,386 was repaid by cash payments.

For the year ended December 31, 2025, there were no shares issued to related-parties. On various dates throughout the year ended December 31, 2024, the Company issued 4,415,334 shares of Rule 144 restricted Common Stock, par value $.0001 per share to related parties in settlement of liability – related parties in the amount of $77,930 ($.01 - $.01/share).

Third-party financing

On various dates throughout the year ended December 31, 2025, the Company issued 22,523,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors, for $696,000 ($.01 - $.02/share).

On various dates throughout the year ended December 31, 2024, the Company issued 22,578,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors, for $458,500 ($.02 - $.05/share).

Seasonality

We do not anticipate that our business will be affected by seasonal factors.

Impact of Inflation

While we are subject to general inflationary trends, including costs for basic manufacturing production materials, our management believes that inflation in and of itself does not have a material effect on our operating results. However, inflation may become a factor in the future. The economics of GTL conversion rely in part on the arbitrage between oil and natural gas prices, with economic models for many producers, including our own models, using a range of $30-60/bbl (for WTI or Brent Crude as listed daily on the Nymex and ICE commodities exchanges) to determine relative profitability of their GTL operations.

Off-Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”). Preparing our Financial Statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.

We evaluate our long-lived assets for financial impairment on a regular basis in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets , ” which evaluates the recoverability of long-lived assets not held for sale by measuring the carrying amount of the assets against the estimated discounted future cash flows associated with them. At the time such evaluations indicate that the future discounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values.

We believe that the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our financial statements.

Use of Estimates

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

Significant estimates during the years ended December 31, 2025 and 2024, respectively, include uncertain tax positions, and the valuation allowance on deferred tax assets.

Cash and Cash Equivalents and Concentration of Credit Risk

For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.

At December 31, 2025 and 2024, respectively, the Company did not have any cash equivalents.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At December 31, 2025 and 2024, respectively, the Company did not have any cash in excess of the insured FDIC limit.

Use of Estimates

The preparation of our Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our Financial Statements and the reported amount of revenue and expenses during the reported period. Actual results could differ materially from the estimates.

Income Taxes

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. Based on the uncertainty of future taxable income, the Company does not reflect deferred tax assets in its financial statements. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2025 and December 31, 2024, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the years ended December 31, 2025 and 2024, respectively.

Research and Development

The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

The Company incurred research and development expenses of $1,205,335 and $50,000 - for the years ended December 31, 2025 and 2024, respectively.

Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes or an alternative option pricing model for measuring the fair value of options.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value, the Company considers the following assumptions in the Black-Scholes model or other bi-nomial model:

Exercise price,

Expected dividends,

Expected volatility,

Risk-free interest rate; and

Expected life of option

Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future.

At December 31, 2025 and 2024, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities:

December 31, 2025

December 31, 2024

Convertible debt

Warrants

On October 31, 2025, the Company entered into a settlement agreement related to litigation with plaintiffs Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC and Chisos Equity Consultants, LLC. Due to the settlement, the note payable to Tunstall Canyons Group, LLC, which held the debt convertible into warrants, was completely settled. As a result, the warrants were cancelled by operation of the settlement.

New Accounting Pronouncements

The Company follows Accounting Standards Update 2023-07 – Segment Reporting (Topic 280): Reportable Segment Disclosures (“ASU 2023-07”), which expands reportable segment information by requiring companies to disclose, on an annual and interim basis, significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit of loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM makes decisions about allocating resources to segments and evaluating performance.

The Company conducts its business activities and reports financial results as a single reportable brokerage services segment, The CODM makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results. The nature of business and accounting policies of the brokerage services segment are the same as described in the description of business and summary of significant accounting policies notes.

The CODM is Chief Executive Officer.

Subsequent Events

From January 1, 2026 through March 11, 2026, the Company issued 9,973,333 shares of Rule 144 restricted Common Stock in private placements to 17 accredited investors at $0.02 - $.03 per share.