What changed in this filing

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Item 1. Financial Statements

2020-08-14 compared with 2020-06-02 · 422 added, 368 removed, 1200 unchanged (40% of the section changed)

1 unchanged sentence

Consolidated Balance Sheet

March 31, 2020

June 30, 2020

December 31, 2019

15 unchanged sentences

Derivative liability –

convertible notes

convertible notes payable

Total Current Liabilities

5 unchanged sentences

Stockholders’

Common stock 500,000,000 shares authorized, par value $0.0001, 310,473,284 and 296,648,677 outstanding at March 31, 2020 and December 31, 2019.

Common stock 500,000,000 shares authorized, par value $0.0001, with 311,377,995 and 296,648,677 outstanding at June 30, 2020 and December 31, 2019.

Class B shares eliminated by vote at shareholders meeting on December 11, 2019.

10 unchanged sentences

Condensed Consolidated Statements of Operations

the three months ended March 31, 2020 and 2019

Three Months Ended March 31,

the three and six months ended June 30, 2020 and 2019

Three Months Ended

Six Months Ended

General and administrative

2 unchanged sentences

Operating loss

Other income / (expense)

$ (1,289,603 )

Other income (expenses)

Gain/(loss) on change in fair value of derivative

Derivative expense on convertible notes

Interest expense

Net gain on debt settlement

Settlement expense

Convertible debt derivative expense

Other Miscellaneous Income

Total other expense

1 unchanged sentence

Provision for income taxes

$ (1,506,674 )

$ (2,105,622 )

Net loss per share

Basic and diluted net loss per shares

Weighted average shares

Weighted average shares Outstanding

Basic and diluted

2 unchanged sentences

Condensed Consolidated Statement of Stockholders’

For the three months ended March 31, 2020 and 2019

months ended March 31, 2020

par value $0.0001

paid-in capital

Stock to be Issued

December 31, 2019

For the six months ended June 30, 2020 and 2019

months ended June 30, 2020

value $0.0001

Number of shares

Additional paid-in

Common Stock to

Subscription Receivable

Accumulated deficit

Balance, December 31, 2019

$ (30,479,829 )

$ (6,889,485 )

issued for Warrant conversions

issued for Loan Conversion

issued for Promissory Note Fees

to be issued for Promissory Note Fees

to be issued for settlement of accrued legal expenses

issued for stock-based compensation

issued for Private Placement

loss for the three months ended March 31, 2020

March 31, 2020 (Unaudited)

Shares issued for Warrant conversions

Shares issued for Loan Conversion

Shares issued for Promissory Note Fees

Shares to be issued for Promissory Note Fees

Shares to be issued for settlement of accrued legal expenses

Shares issued for stock-based compensation

Shares issued for Private Placement

Net loss for the three months ended March 31, 2020

Balance, March 31, 2020 (Unaudited)

$ (31,042,578 )

$ (7,349,730 )

months ended March 31, 2019

par value $0.0001

paid-in capital

Stock to be Issued

December 31, 2018

Shares issued for Private Placement

Shares to be issued for Promissory Note Fees

Shares Issued for settlement of accrued legal expenses

Net loss for the three months ended June 30, 2020

Balance, June 30, 2020 (Unaudited)

$ (31,396,012 )

$ (7,688,164 )

issued for Warrant conversions

loss for the three months ended March 31, 2019

March 31, 2019 (Unaudited)

months ended June 30, 2019

Common Stock, par

value $0.0001

Number of shares

Additional paid-in

Common Stock to

Subscription Receivable

Accumulated deficit

Balance, December 31, 2018

$ (26,818,584 )

$ (4,689,397 )

Shares issued for Warrant conversions

Net loss for the three months ended March 31, 2019

Balance, March 31, 2019 (Unaudited)

$ (27,417,532 )

$ (5,288,345 )

Adjustment for incorrectly reported shares

Shares issued for Promissory Note Fees

Net loss for the three months ended June 30, 2019

Balance, June 30, 2019 (Unaudited)

$ (28,924,206 )

$ (6,740,019 )

accompanying notes to the condensed unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

the three months ended March 31, 2020 and 2019

Three Months Ended

Operating Activities:

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

Change in fair value of derivative liability

Amortization of debt discount

Derivative expense

Gain of settlement of debt

Changes in operating assets and liabilities:

Accounts payable

Accrued expenses

Accrued accounts payable - related parties

Accrued management fees

Net Cash Used in Operating Activities

Cash flows from investing activities:

Receivable - bank

Receivable - related parties

Net Cash Used in Investing Activities

Cash Flows from Financing Activities

Proceeds from notes payable - related parties

Payments on other notes payable

Proceeds from sale of common stock

Stockholder advances - related parties

Proceeds from convertible notes payable

Repayments of advances from related parties

Net Cash Provided by Financing Activities

Net decrease in Cash

Cash Beginning of Period

Cash End of Period

Supplemental Disclosure of Cash Flow Information:

Cash Paid during the period for interest

Cash Paid during the period for taxes

Non-Cash investing and financing activities

Subscription receivables - warrants

Shares to be issued for promissory note fees

Shares issued from common stock to be issued

Shares issued for settlmenet of legal expenses

the six months ended June 30, 2020 and 2019

$ (2,105,622 )

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

in fair value of derivative liability

of debt discount

on settlement of debt

in operating assets and liabilities:

accounts payable - related parties

Cash Used in Operating Activities

flows from investing activities:

- related parties

Cash Used in Investing Activities

Flows from Financing Activities

from notes payable - related parties

on other notes payable

from sale of common stock

advances - related parties

from convertible notes payable

Cash Provided by Financing Activities

(Decrease) Increase in Cash

Beginning of Period

End of Period

Disclosure of Cash Flow Information:

Paid during the period for interest

Paid during the period for taxes

investing and financing activities

receivables - warrants

to be issued for promissory note fees

issued for promissory note fees

accompanying notes to the condensed unaudited consolidated financial statements.

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accompanying condensed unaudited consolidated financial statements provided in this Quarterly Report on Form 10-Q for the quarter

ending March 31, 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America

ending June 30, 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America

(“GAAP”) for interim financial information and the instructions to Article 10 (Rule 10-01) of Regulation S-X of the

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a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business.

As of March 31, 2020, we have an accumulated deficit of $31,042,578.

For the three-months ended March 31, 2020, we had no revenue,

As of June 30, 2020, we have an accumulated deficit of $31,396,012.

For the six-months ended June 30, 2020, we had no revenue,

generated a net loss of $916,184 and used cash of $418,879 for operating activities.

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may not be recoverable, in accordance with Accounting Standards Codification, ASC Topic 360, Property, Plant and Equipment .

An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset

An asset or asset group is considered impaired if the carrying amount exceeds the undiscounted future net cash flow the asset

or asset group is expected to generate.

4 unchanged sentences

There were no long-lived

assets or impairment charges for the period ended March 31, 2020.

assets or impairment charges for the period ended June 30, 2020.

FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015

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in OPMGE via the equity method of accounting.

At March 31, 2020, there was no change in the investment cost of $0.

At June 30, 2020, there was no change in the investment cost of $0.

2020, OPMGE had no material business activity as of such date.

As described in Note 9, the Company maintains a Related Party receivable

with OPMGE for $412,847 related to our advancing capital for certain of OPMGE’s capital expenditures that are in the Company’s

best interests.

The Company expects to fully recover this receivable once OPMGE operations ramp up in 2020.

with OPMGE for $412,847 related to our advancing capital for certain of OPMGE’s capital expenditures that we believe are

in the Company’s best interests.

The Company expects to fully recover this receivable before year end 2020.

preparation of condensed unaudited consolidated financial statements in conformity with U.S.

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There were no cash

equivalents at March 31, 2020 or December 31, 2019, respectively.

equivalents at June 30, 2020 or December 31, 2019, respectively.

Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,”

15 unchanged sentences

2019, with no corporate tax returns

filed for the years ending 2016 to 2018, and, 2019 - which is not due until July 15, 2020.

filed for the years ending 2016 to 2018, and 2019 - which is not due until October 15, 2020.

Loss Per Share, basic and diluted

2 unchanged sentences

Shares issuable upon the exercise of warrants (8,000,000), shares convertible for

debt (2,083,333) and shares outstanding but not yet issued (1,204,711) have been excluded as a common stock equivalent in the

diluted loss per share because their effect would be anti-dilutive.

debt (8,440,307) and shares outstanding but not yet issued (203,646) have been excluded as a common stock equivalent in the diluted

loss per share because their effect would be anti-dilutive.

Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging

7 unchanged sentences

For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Company entered into two convertible notes creating derivative liabilities as of March 31, 2020.

See Note 6 –

and Convertible Notes Payable herein below for a detailed discussion regarding our convertible notes payable.

the period ending June 30, 2020, the Company has entered into two convertible notes creating derivative liabilities.

Other Notes and Convertible Notes Payable.

Value of Financial Instruments

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following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at

March 31, 2020 and December 31, 2019:

March 31, 2020 Derivative Liabilities

June 30, 2020 and December 31, 2019:

June 30, 2020 Derivative Liabilities

December 31, 2019 Derivative Liabilities

5 unchanged sentences

value hierarchy are recognized in other interest income and expense in the accompanying condensed unaudited consolidated financial

change in the notes payable derivative liabilities at fair value for the three-month period ended March 31, 2020, is as follows:

change in the convertible notes payable derivative liabilities at fair value for the six-month period ended June 30, 2020, is

January 1, 2020

New Derivative Liabilities

March 31, 2020

June 30, 2020

Derivative Liabilities

2 unchanged sentences

that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.

At March 31, 2020 and 2019, the Company did not have any outstanding stock options.

At June 30, 2020 and 2019, the Company did not have any outstanding stock options.

Concentration

4 unchanged sentences

limit of $250,000.

The Company did not have cash on deposit in excess of such limit on March 31, 2020 and December 31, 2019.

The Company did not have cash on deposit in excess of such limit on June 30, 2020 and December 31, 2019.

and Development

8 unchanged sentences

in the period incurred.

The Company incurred research and development expenses of $0 and $243,819 during the periods ending March

31, 2020 and 2019, respectively.

The Company incurred research and development expenses of $0 and $284,857 for the three months ended June

30, 2020 and 2019, and $0 and $528,677 for the six months ended June 30, 2020 and 2019, respectively.

of Common Stock

6 unchanged sentences

Range of Lives

March 31, 2020

June 30, 2020

December 31, 2019

1 unchanged sentence

Less accumulated depreciation

expense was $0 for the three months ended March 31, 2020 and 2019.

5 –NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES

notes payable, including notes payable to related parties consisted of the following at March 31, 2020 and December 31, 2019 respectively:

March 31, 2020

December 31, 2019

Secured notes payable at 18% per annum related to the Mabert LLC,as Agent, Loan Agreement dated September 14, 2018 for up to $5,000,000, incl debt discounts of $80,888 and $107,880, repsectively (1)

expense was $0 for the six months ended June 30, 2020 and 2019, respectively.

NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES

notes payable, including notes payable to related parties consisted of the following at June 30, 2020 and December 31, 2019 respectively:

Secured notes payable at 18% per annum related to the Mabert LLC, as Agent, Loan Agreement dated September 14, 2018 for up to $5,000,000, incl debt discounts of $43,531 and $107,880, respectively (1)

Unsecured note payable at 10% per annum dated November 13, 2017 to a corporation, with an amended due date of March 1, 2020 (2)

2 unchanged sentences

Convertible $53,000 1 Yr term note payable at 10.0% per annum dated February 12, 2020 to a lender, payable by February 12, 2021, or it converts into shares of the Company’s common stock by a predetermined formula, net of unamortized debt discount of $32,744 (5)

Total notes payable

Total notes payable and convertible notes payable and notes payable related parties

On September 14, 2018, the Company entered into a loan agreement with a private company, Mabert LLC, acting as Agent for various

4 unchanged sentences

Under the Loan Agreement, Mabert has loaned gross loan proceeds of $2,132,879 (excluding a debt discount of $43,531, for a net

$2,051,991 book debt) through March 31, 2020.

$2,089,348 book debt) through June 30, 2020.

Jones, and his wife have loaned at total of $1,527,879 from inception through

March 31, 2020, including $101,833 in the current quarter period ended March 2020.

The Mabert loan facility is fully secured,

including a Security Agreement executed between the Company and Mabert, and a UCC-1 filed with the State of Texas.

For each Promissory

Note loan made under the Loan Agreement, as a cost to each note, the Company agreed to issue warrants and/or stock for Common

Stock valued at $0.01 per share on an initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed.

For the period ended March 31, 2020, the Company issued an additional 2,317,997 shares of Common Stock, including 857,737 shares

issued pursuant to warrants converted as a cost to certain notes, as compared to the Company having issued 766,667 shares issued

pursuant to warrants converted as a cost to certain notes in the period ending March 31, 2019.

Pursuant to ACS 470, the fair value

attributable to a discount on the debt is $80,888 and $107,880 for the periods ended March 31, 2020 and 2019;

this amount is amortized

to interest expense on a straight-line basis over the terms of the loans.

June 30, 2020.

The Mabert loan facility is fully secured, including a Security Agreement executed between the Company and Mabert,

and a UCC-1 filed with the State of Texas.

For each Promissory Note loan made under the Loan Agreement, as a cost to each note,

the Company agreed to issue warrants and/or stock for Common Stock valued at $0.01 per share on an initial one-time basis at 3.67:1

and subsequently on a 2:1 basis for each dollar borrowed.

During the period ended June 30, 2020, no shares of Common Stock were

issued to Mabert, as compared to the Company having issued 550,000 shares issued pursuant to the issuance of certain notes in

the period ending June 30, 2019.

Pursuant to ACS 470, the fair value attributable to a discount on the debt is $43,531 and $90,118

for the periods ended June 30, 2020 and 2019, respectively;

this amount is amortized to interest expense on a straight-line basis

over the terms of the loans.

April 30, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $25,000, at 18% interest

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2020 and provided for four equal payments of principal through such date, plus accrued interest at 10% upon maturity.

made the two payments due through December 2019, and made the final payments in March 2020, thereby extinguishing such Promissory

Note as of period ended March 31, 2020.

made all required payments thereby extinguishing such Promissory Note as of period ended March 31, 2020.

See Note 10 –

Legal Matters.

On December 20, 2017, the Company issued a convertible promissory note for $166,667, fully payable by December 20, 2019.

loan is in default for breach of payment.

By its terms, the cash interest payable increased to 18% per annum on December 20, 2018

and continues at such rate until the default is cured or is paid at term.

See Note 6 below .

On December 20, 2017, the Company issued a convertible promissory note for $166,667, payable December 20, 2019.

This loan is in

default for breach of payment.

By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and continues

at such rate until the default is cured or is paid at term.

See Note 6 –

Other Notes and Convertible Notes Payable .

On January 24, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between

3 unchanged sentences

The Note requires

the Company to hold certain amounts of its common stock in reserve in the event that the Company elects not to pay the balance

within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any

remaining balance due at term.

At inception of the loan, the Company fully discounted the

note in the amount of $118,000.

See Note 6 below for additional detail .

the Company to hold certain amounts of its common stock in reserve in the event that the Company does not to pay the balance within

the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining

balance due at term.

At inception of the loan, the Company fully discounted the note in the amount of $118,000.

See Note 6 –

Other Notes and Convertible Notes Payable .

On February 22, 2020, the Company entered into a second Purchase Agreement with PowerUp under substantially similar terms and

2 unchanged sentences

The Note requires the Company to hold certain amounts of its common

stock in reserve in the event that the Company elects not to pay the balance within the prescribed term and/or PowerUp elects

to convert such Note to common stock after six months from inception, with any remaining balance due at term.

See Note 6 below

for additional detail .

stock in reserve in the event that the Company does not to pay the balance within the prescribed term and/or PowerUp elects to

convert such Note to common stock after six months from inception, with any remaining balance due at term.

See Note 6 –

Other Notes and Convertible Notes Payable .

OTHER NOTES AND CONVERTIBLE NOTES PAYABLE

Company issued a $166,667 convertible promissory note bearing interest at 4.50% per annum to a company, Tunstall Canyon Group,

LLC, payable in two installments of $86,667 on December 20, 2018 and $80,000, plus accrued interest on December 20, 2019.

terms of the promissory note, the holder has the right to convert the note into common stock of the Company at a conversion price

of $0.08 per share for each one dollar of cash payment which may be due (which would be 1,083,333 shares for the first $86,667

the terms of the promissory note, the holder has the right to convert the note into common stock of the Company at a conversion

price of $0.08 per share for each one dollar of cash payment which may be due (which would be 1,083,333 shares for the first $86,667

payment and 1,000,000 shares for the second $80,000 installment payment, respectively).

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to stock price and trading attributes at the time of such request.

For the period ended March 31, 2020, the Company entered two

Convertible Promissory Notes, for total proceeds of $171,000.

The Purchase Agreement contains customary representations and warranties,

covenants, and conditions to closing.

Material terms of the notes (“Notes”) include the following provisions:

During the period ended March 31, 2020, the Company entered

two Convertible Promissory Notes, for total proceeds of $171,000.

See Note 5 –

Convertible Notes Payable.

Purchase Agreement contains customary representations and warranties, covenants, and conditions to closing.

Material terms of

the notes (“Notes”) include the following provisions:

unpaid principal balance of the Notes shall bear interest at the rate of 10% per year;

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may elect to convert all or any part of the outstanding and unpaid amount of the Notes into shares of common stock, par value

$0.0001 per share, at various market prices after an initial Company option period, from time to time, during the period that

is 180 days following the issue date of the Notes;

$0.0001 per share, at a 35% discount to various market prices after an initial Company option period, from time to time,

during the period that is 180 days following the issue date of the Notes;

Company must reserve up to five times the number of shares of common stock that would be issuable upon full conversion of

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the Securities Exchange Act of 1934, as amended, and (d) the Company’s assignment for the benefit of creditors.

January 24, 2020, the Company entered into a Purchase Agreement with PowerUp, whereby PowerUp purchased, and the Company sold,

a one year Convertible Promissory Note under the terms as described above, dated January 24, 2020, in exchange for cash of $118,000.

The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company elects not

to pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from

inception, with any remaining balance due at term.

January 24, 2020, the Company entered into its first Purchase Agreement with PowerUp, whereby PowerUp purchased, and the Company

sold, a one year Convertible Promissory Note under the terms as described above, dated January 24, 2020, in exchange for cash

The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company

elects not to pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six

months from inception, with any remaining balance due at term.

Company evaluated the terms of the original convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity,

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The derivative liability for this note at its January 24, 2020 inception (“Commitment

Date”) was $130,506 and for the period ending March 31, 2020 was $183,103, calculated as shown below.

March 31, 2020

Date”) was $130,506 and for the period ending June 30, 2020 was $82,480, calculated as shown below.

June 30, 2020

Commitment Date

6 unchanged sentences

cash, under substantially similar terms described above, incorporating a new issue date for a one-year term maturing on February

The Note requires the Company to hold

certain amounts of its common stock in reserve in the event that the Company elects not to pay the balance within the prescribed

term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining balance due

The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company elects

not to pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months

from inception, with any remaining balance due at term.

See Note 5 –

Convertible Notes Payable.

Company evaluated the terms of the original convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity,

7 unchanged sentences

The derivative liability for this note at its February 12, 2020 inception (“Commitment

Date”) was $74,472 and for the period ending March 31, 2020 was $82,485, calculated as shown below.

March 31, 2020

Date”) was $74,472 and for the period ending June 30, 2020 was $53,815, calculated as shown below.

June 30, 2020

Commitment Date

8 unchanged sentences

expenses consisted of the following at for the periods ended:

March 31, 2020

June 30, 2020

December 31, 2019

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having one voting right.

March 31, 2020, there were 310,473,284 total shares of Common Stock outstanding.

June 30, 2020, there were 311,377,995 total shares of Common Stock outstanding.

the three-months ended June 30, 2020, the Company:

issued 904,711 shares of Rule 144 restricted Common Stock, including 375,000

shares issued in a private placement to an accredited investor, at $0.04 per share, and 529,711 shares at an average of $0.06

per share for the settlement of legal expenses which were previously accrued pursuant to agreements with two prior law firms.

the three-months ended March 31, 2020, the Company:

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which were accrued pursuant to agreements with two prior law firms.

the three-months ended March 31, 2019, the Company issued 766,667 shares of restricted Common Stock to three (3) individuals holding

warrants for costs related to the issuance of promissory notes of 366,667, 200,000 and 200,000 shares respectively, priced at

$0.01/converted share.

June 30, 2019, there were 287,988,677 shares of class A common stock issued and outstanding.

the three-months ended March 31, 2019, the Company issued 766,667 shares of restricted Common Stock to three (3) individuals

holding warrants for costs related to the issuance of promissory notes of 366,667, 200,000 and 200,000 shares respectively, priced

at $0.01/converted share.

the three-months ended June 30, 2019, the Company:

issued 1,100,000 shares of restricted class A common stock to 2 individuals

as consideration for loan origination fees.

The Company also updated and corrected its stockholder records generating a net decrease

in common stock outstanding of 581,905 shares.

December 31, 2019, there were 296,648,677 shares of Common Stock outstanding.

March 31, 2020, there are no longer any Class B shares, as such shares were terminated in December 2019.

For the same period ending

March 31, 2019, there were no shares of Class B stock issued and outstanding.

June 30, 2020, there were no Class B shares, as such shares were terminated in December 2019.

For the same period ending June

30, 2019, there were no shares of Class B stock issued and outstanding.

options, warrants and other rights

of March 31, 2020 and 2019 respectively, the Company has not adopted and does not have an employee stock option plan.

of March 31, 2020, the Company had total warrants issued and outstanding of 8,000,000, with current remaining expiration periods

of June 30, 2020, and 2019 respectively, the Company has not adopted and does not have an employee stock option plan.

of June 30, 2020, the Company had total warrants issued and outstanding of 8,000,000, with current remaining expiration periods

of less than one year, including 4,000,000 warrants in favor of Reynolds expiring in October 2020, and 4,000,000 warrants in favor

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Since the inception of the Loan Agreement

through March 31, 2020, a total of $2,132,879 (excluding debt discount of $80,888) has been loaned to the Company by six shareholders,

through June 30, 2020, a total of $2,132,879 (excluding debt discount of $45,531) has been loaned to the Company by six shareholders,

including Mr.

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Mabert did not nor will it receive compensation for its work as an agent for the lenders.

the period ended March 31, 2020, the Company accrued expenses for related parties of $1,457,722 to account for the total deferred

compensation expenses among three current executives, one former executive and one current employee.

the period ended June 30, 2020, the Company accrued expenses for related parties of $1,584,717, accounting for total deferred

compensation expenses among the three current executives, one former executive and one current employee.

Each of the current executives

and employees have agreed to defer their compensation until such time as sufficient cash is available to make such payments, the

Company’s Chief Financial Officer having the express authority to determine what constitutes cash sufficiency from time-to-time.

the period ended March 31, 2020, we received $50,000 in cash advances from two of our directors, Ransom Jones and Kent Harer and

Kevin Jones, in the amounts of $25,000 each, which have been accrued as Advances - related parties for the period.

of $1,019 made by our director, Kevin Jones, was repaid in the period ending March 31, 2020.

the period ended March 31, 2020, the Company made advances to an affiliate, OPMGE, of $412,847, including $25,000 during the first

and employees have agreed to defer their compensation until such time as sufficient cash is available to make such payments, with

the Company’s Chief Financial Officer having the express authority to determine what constitutes cash sufficiency from time-to-time.

the period ended June 30, 2020, we received $181,093 in cash and payment advances from three of our directors, Ransom Jones, Kent

Harer and Kevin Jones, a greater than 5% shareholder, in the amounts of $25,000, $28,000 and $128,093 respectively, which have

been accrued as “Advances - related parties”

for the period.

the period ended June 30, 2020, the Company made advances to an affiliate, OPMGE, of $412,847, including $25,000 during the first

three months of 2020.

1 unchanged sentence

owns a non-consolidating 42.86% interest in the OPMGE GTL plant located in Wharton, Texas.

The amount advanced was booked as a

related party receivable by the Company which expects to fully recover the receivable from OPMGE as it ramps up its operations

Jones, a director and greater than 5% shareholder, made cash advances to the Company in the amount of $101,833 during the three

months ended March 31, 2020, such advances converted to a renewable one-year Promissory Note, at 18% interest-only for the first

See Note 5 above .

In the event of default, the Company

holds a second lien against the assets of OPMGE The amount advanced was booked as a related party receivable by the Company which

expects to fully recover the receivable from OPMGE before year end 2020.

COMMITMENTS AND CONTINGENCIES

August 2012, the Company entered into an employment agreement with our chairman of the board, Ray Wright, as president of Greenway

August 2012, the Company entered into an employment agreement with our chairman of the board, Ray Wright, also president of Greenway

Innovative Energy, Inc., for a term of five years with compensation of $90,000 per year.

3 unchanged sentences

year for successive one-year periods, unless otherwise earlier terminated.

During the three-months ended March 31, 2020, the Company

During the three-months ended June 30, 2020, the Company

paid and/or accrued a total of $45,000 for the period under the terms of the agreement.

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During each year that Mr.

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 year ended December 2019.

agreement is in effect, he is entitled to receive a bonus (“Bonus”) equal to at least $35,000 per year,

such amounts having been accrued for the agreement period ended June 2020.

Olynick and Mr.

Jones received

a grant of common stock (the “Stock Grant”) at the start of their 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.

Jones is also

entitled to participate in the Company’s benefit plans when such plans exist.

Jones received a grant of

common stock (the “Stock Grant”) at the start of their employment equal to 250,000 shares each of the Company’s

Common Stock, par value $.0001 per share (the “Common Stock”), such shares having vested immediately.

also entitled to participate in the Company’s benefit plans when such plans exist.

April 1, 2019, the Company entered into an employment agreement with Thomas Phillips, Vice President of Operations, reporting

to the President of Greenway Innovative Energy, Inc., for a term of twelve (12) months with compensation of $120,000 per year.

Phillips is entitled to a no-cost grant of common stock equal to 4,500,000 shares of the Company’s Rule 144 restricted common

stock, par value $.0001 per share, valued at $.06 per share, or $270,000, which we expensed as of the effective date of the agreement.

By his Agreement, Phillips is entitled to a no-cost grant of common stock equal to 4,500,000 shares of the Company’s Rule

144 restricted common stock, par value $.0001 per share, valued at $.06 per share, or $270,000, which we expensed as of the effective

date of the agreement.

Such stock-based compensation shares were issued in February 2020.

Phillips is also entitled to certain additional stock grants

based on the performance of the Company during the term of his employment and is entitled to participate in the Company’s

benefit plans, if and when such become available.

Phillips is also entitled to certain

additional stock grants based on the performance of the Company during the term of his employment and is entitled to participate

in the Company’s benefit plans, if and when such become available.

April 1, 2019, the Company entered into an employment agreement with Ryan Turner for a term of twelve (12) months with compensation

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to defer payments until such time as we have sufficient available liquidity to begin making payments on a regular basis.

of this year, Halden filed suit against the Company alleging claims arising from his severance and release agreement between the

parties, seeking to recover monetary damages, interest, court costs, and attorney’s fees.

The Company answered the lawsuit

and asserted a number of affirmative defenses;

2019, Halden filed suit against the Company alleging claims arising from his severance and release agreement between the parties,

seeking to recover monetary damages, interest, court costs, and attorney’s fees.

The Company answered the lawsuit and asserted

a number of affirmative defenses;

subsequently, the lawsuit was dismissed without prejudice on November 19, 2019.

Other than an increase in our legal expenses related to defending against Halden’s lawsuit, and given the subsequent dismissal

of the same, we expect no further material financial impacts from such accrued fees until any such regular payments are able to

begin, or another form of settlement is reached.

Other than an

increase in our legal expenses related to defending against Halden’s lawsuit, and given the subsequent dismissal of the

same, we expect no further material financial impacts from such accrued fees until any such regular payments are able to begin,

or another form of settlement is reached.

November 28, 2017, the Company entered into a three-year consulting agreement with Chisos for public relations, consulting and

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a right of use asset or liability under ASC-842 given that they were short term leases.

October 2015, the Company entered into a two-year lease for approximately 1,800 square feet a base rate of $2,417 per month.

Company terminated the lease effective August 31, 2018 and has no further financial obligations under the lease.

rents approximately 600 square feet of office space at 1521 North Cooper St., Suite 205, Arlington, Texas 76011, at a rate of

$957 per month, including utilities, under a one-year lease agreement, renewable for successive one-year terms in the Company’s

sole discretion.

$957 per month, including utilities, under a one-year lease agreement, terminable or renewable for successive one-year terms in

the Company’s sole discretion.

September, the Company pays $11,600 in annual maintenance fees on its Arizona BLM mining leases, under one-year lease agreements,

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Curtis Borman subsequently filed for bankruptcy and the

property was liquidated for $600,000, applied against the prior loan amount, leaving a remaining guaranteed loan payment balance

of approximately $700,000, including accrued interest and legal fees.

On September 26, 2019, we entered into a Settlement Agreement

with Southwest, providing 1,000,000 shares of Common Stock subject to standard Rule 144 restrictions, and a three (3) year term

Promissory Note for $525,000 to settle all claims (recorded in Long Term Liabilities).

property was liquidated for $600,000, and proceeds were applied against the prior loan amount, leaving a remaining guaranteed

loan payment balance of approximately $700,000, including accrued interest and legal fees.

On September 26, 2019, we entered into

a Settlement Agreement with Southwest, providing 1,000,000 shares of Common Stock subject to standard Rule 144 restrictions, and

a three (3) year term Promissory Note for $525,000 to settle all claims (recorded in Long Term Liabilities).

September 7, 2018, Wildcat, a company controlled by a shareholder Gleason, filed suit against the Company, alleging claims arising

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Note with new payment provisions, among other requirements, and further stipulating that the parties would enter into a form of

mutually agreement settlement agreement.

The Company performed in all regards under the Rule 11 Agreement, Wildcat (Gleason) signed

the mutually agreed Compromise Settlement and Release Agreement on February 4, 2020, and all litigation among the parties was

dismissed by the Court on February 25, 2020.

mutually settlement agreement.

The Company performed in all regards under the Rule 11 Agreement, Wildcat (Gleason) signed the

mutually agreed Compromise Settlement and Release Agreement on February 4, 2020, and all litigation among the parties was dismissed

by the Court on February 25, 2020.

March 13, 2019, Chisos, a company controlled by dissident shareholder Halden, filed suit against the Company, alleging claims

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will impact our operations, the operations of OPMGE and/or ability to obtain financing or future financial results is uncertain.

April 7, 2020, the Company issued 430,510 par value $0.0001 shares of the Company’s restricted common stock valued at an

average $0.063 per share, pursuant to a settlement reached in February 2020 to pay $27,127 of certain prior billed and outstanding

legal expenses with the law firm Lehtola & Cannatti, PLLC, primarily for work performed from May 2017 through April 2019,

and including a limited amount of additional work performed for the stockholders’

meeting during the summer of 2019 through

January 2020.

April 8, 2020, the Company issued 99,201 par value $0.0001 shares of the Company’s restricted common stock valued at an

average $0.053 per share, pursuant to a settlement reached in February 2020 to pay $5,285 for all prior billed and outstanding

legal expenses with the law firm of Fogarty LLP, for work performed from July 2018 through August 2019.

April 8, 2020, pursuant to a stock sale on April 2, 2020, the Company sold 375,000 shares of our restricted common stock, par

value $.0001 per share, for $15,000, or $0.04 per share to an accredited investor in a private sale.

July 28, 2020, PowerUp elected to convert a portion of the January 24, 2020 Convertible Promissory Note into 621,762 shares of

our common stock which may then be sold in the open market to reduce our outstanding loan balance.

As such shares are sold, we

will be notified of the proceeds received and our remaining Note balance.

the period ended August 14, 2020, we received $45,747 in cash and payment advances from Kevin Jones, a director and greater than

5% shareholder.

Such advances and any further advances received will be accrued as “Advances - related parties”

the period received.

Management’s

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NOTE REGARDING FORWARD LOOKING STATEMENTS

following discussion and analysis of our results of operations and financial condition for the periods ending March 31, 2020 and

following discussion and analysis of our results of operations and financial condition for the periods ending June 30, 2020 and

2019 should be read in conjunction with our Financial Statements and the notes to those Financial Statements that are included

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regarding market and industry statistics contained in this Report is included based on information available to us that we believe

Much of this general market information is based on industry trade journals, articles and other publications that

are not produced for purposes of SEC filings or economic analysis.

We have not reviewed nor included data from all possible sources

and cannot assure investors of the accuracy or completeness of any such data that is included in this Report.

Forecasts and other

forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties

accompanying any estimates of future market size, revenue and market acceptance of our services.

As a result, investors should

not place undue reliance on these forward-looking statements, and we do not assume any obligation to update any forward-looking

Much of this general market information is based on articles printed in industry trade journals, articles and other

publications that are not produced for purposes of SEC filings or economic analysis.

We have not reviewed nor included data from

all possible sources and cannot assure investors of the accuracy or completeness of any such data that is included in this Report.

Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional

uncertainties accompanying any estimates of future market size, revenue and market acceptance of our services.

As a result, investors

should not place undue reliance on these forward-looking statements, and we do not assume any obligation to update any forward-looking

following discussion and analysis of financial condition, results of operations, liquidity, and capital resources, should be read

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August 5, 2014.

The Company has several other pending patent applications, both domestic and international, related to various

components and processes relating to our proprietary GTL methods, complementing our existing portfolio of issued patents and pending

patent applications.

June 26, 2017, we and the University of Texas at Arlington (“

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FT reactor system and operating license agreement.

August 29, 2019, to further facilitate the commercialization process, we announced that it entered into the joint venture, OPM

Green Energy, LLC, a Texas limited liability company (“

OPMGE ”), for an ownership interest in the Wharton Plant.

August 29, 2019, to further facilitate the commercialization process, the Company announced that it entered into the joint venture,

OPM Green Energy, LLC, a Texas limited liability company (“

OPMGE ”), for an ownership interest in the Wharton

The other members of OPMGE are Mabert and Tom Phillips, Vice President of Operations for GIE.

Our involvement in OPMGE is intended

to facilitate third-party certification of our G-Reformer and related equipment and technology.

In addition, we anticipate that

OPMGE’s operations will demonstrate that the G-Reformer is a commercially viable technology for producing Syngas and marketable

fuel products.

As the first operating GTL plant to use our proprietary reforming technology and equipment, the Wharton Plant is

initially expected to yield a minimum of 75 - 100 barrels per day of gasoline and diesel fuels from converted natural gas.

Our involvement in OPMGE

is intended to facilitate third-party certification of our G-Reformer and related equipment and technology.

In addition, we anticipate

that OPMGE’s operations will demonstrate that the G-Reformer is a commercially viable technology for producing Syngas and

marketable fuel products.

As the first operating GTL plant to use our proprietary reforming technology and equipment, the Wharton

Plant is initially expected to yield a minimum of 75 - 100 barrels per day of gasoline and diesel fuels from converted natural

April 28, 2020, the Company was issued a new U.S.

Patent 10,633,594 B1 for syngas generation for gas-to-liquid fuel conversion.

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.

we believe that our proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general.

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and nitrogen) that are found in crude oil.

to publicly available industry research from Shell Oil, MarketResearcEngine.com, among others, the market for GTL products is

said to have accounted for approximately $11.9 billion in 2019 and is expected to reach $20.1billion by 2023, growing at a compound

annual growth rate of 11.03% over that period.

Products created by the GTL process include GTL Diesel, GTL Naphtha, GTL Other

(e.g., lubricants), with GTL Diesel accounting for more than 68% of the product market.

Market share of these products has not

changed significantly over the last four years.

Increasing population across the globe have led to an increase in power consumption,

creating a high demand for clean natural gas liquids products (“

to publicly available industry research from Shell Oil and MarketResearcEngine.com, among others, the market for GTL products

is said to have accounted for approximately $11.9 billion in 2019 and is expected to reach $20.1billion by 2023, growing at a

compound annual growth rate of 11.03% over that period.

Products created by the GTL process include GTL Diesel, GTL Naphtha, GTL

Other (e.g., lubricants), with GTL Diesel accounting for more than 68% of the product market.

Market share of these products has

not changed significantly over the last four years.

Increasing population growth across the globe has led to an increase in power

consumption, creating a high demand for clean natural gas liquids products (“

NGL ”).

In the commercial sector, there has

been generally high demand for NGL products among petrochemical plants and refineries for blendstock, i.e., a blend of unfinished

oils that creates a refined product, as well as in the automotive and packaging industries, among others.

Due to their relatively

clean burning nature, NGL products may be used as fuel in motor vehicles, in furnaces for heating and cooking and household energy

Our planned focus is in technology licensing for our GTL plant technology, and in some cases, the direct production and

sale of high cetane diesel and jet fuels, a multi-billion-dollar market segment.

In the commercial sector,

there has been generally high demand for NGL products among petrochemical plants and refineries for blendstock, i.e., a blend

of unfinished oils that creates a refined product, as well as in the automotive and packaging industries, among others.

their relatively clean burning nature, NGL products may be used as fuel in motor vehicles, in furnaces for heating and cooking

and household energy source.

Our planned focus is in technology licensing for our GTL plant technology, and in some cases, the

direct production and sale of high cetane diesel and jet fuels, a multi-billion-dollar market segment.

of stringent environmental regulations by numerous governments to control pollution and promote cleaner fuel sources is expected

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which is included by reference to our Financial Statements and raises substantial doubt about our ability to continue as a going

June 30, 2020

December 31, 2019

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Stockholders’

of March 31, 2020, we had total liabilities in excess of assets by $6,824,732 and used net cash of $262,572 for our operating

This is as compared to the most recent year ended December 31, 2019, when we used net cash of $1,332,528 for operating

of June 30, 2020, we had total liabilities in excess of assets by $7,688,164 and used net cash of $418,879 for our operating activities.

This is as compared to the most recent year ended December 31, 2019, when we used net cash of $1,332,528 for operating activities.

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

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of Operations

ended March 31, 2020, compared to Three-months ended March 31, 2019 .

had no revenues for our consolidated operations for the quarters ended March 31, 2020 and 2019.

ended June 30, 2020, compared to Three-months ended June 30, 2019 .

had no revenues for our consolidated operations for the quarters ended June 30, 2020 and 2019.

We reported consolidated net losses

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and Administrative Expenses .

During the three-months ended March 31, 2020, General and Administrative expenses decreased to

$287,955, as compared to $326,509 for the prior year three-months ended March 31, 2019.

The decrease was primarily the result

of decreased consulting fees in the period.

During the three-months ended June 30, 2020, General and Administrative expenses decreased to

$290,547, as compared to $434,417 for the prior year three-months ended June 30, 2019.

The decrease was primarily the result of

decreased accrued expenses in the period.

and Development Expenses .

During the three-months ended March 31, 2020, Research and Development expenses decreased to $0

dollars, as compared to $243,820 for the prior year three-months ended March 31, 2019.

The change was primarily due to the completion

of the last stage of the prior Sponsored Research Agreement (“

During the three-months ended June 30, 2020, Research and Development expenses decreased to $0 dollars,

as compared to $284,857 for the prior year three-months ended June 30, 2019.

The change was primarily due to the completion of

the final stage of the last Sponsored Research Agreement (“

SRA ”) with the University of Texas at Arlington

related development of the Company’s G-Reformer unit.

During the three-months period ended March 31, 2020, interest expense increased to $181,016 as compared to interest

expense of $75,399 for the prior year three-months ended March 31, 2019.

for development of the Company’s G-Reformer unit.

During the three-months period ended June 30, 2020, interest expense increased to $192,180 as compared to interest

expense of $87,822 for the prior year three-months ended June 30, 2019.

The increase was primarily due to the increase in the

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in Fair Value of Derivative Liability and Derivative Expenses .

During the three-months ended March 31, 2020, the loss on the

fair value of derivatives increased $60,610, as compared to a gain of $46,779 for the prior year three-month period in 2019.

change was due to the execution of two new convertible notes payable in the current quarter, and their related derivative value

calculations using the Cox, Ross & Rubinstein Binomial Tree model method.

During the three-months ended June 30, 2020, we recorded a

gain on the fair value of derivatives of $129,293, as compared to a loss of $29,703 for the comparable year three-month period

The change was due to the execution of the convertible notes payable in the first quarter, and the related changes under

the derivative value calculations using the Cox, Ross & Rubinstein Binomial Tree model method.

Loss from Operations.

Our net loss from operations decreased to $287,955 for the quarter ended March 31, 2020, as compared

to $570,328 for the quarter ended March 31, 2019.

The decrease was due primarily to a decrease in Consulting fees of $71,500 and

no Research and Development expenses for the period, compared to $243,819 in Research and Development expenses for the same quarter

Our net loss nominally decreased to $562,749 for the three-months ended March 31, 2020, compared to a loss of $598,948

for the same three-months period in 2019.

The decrease was primarily due to the decrease in our Research and Development expense

to zero, offset by the increase in Interest expense to $181,016 in the current period compared to $75,399 in the prior year quarter

ended March 31, 2019.

Our net loss from operations decreased to $290,547 for the quarter ended June 30, 2020, as compared

to $719,274 for the quarter ended June 30, 2019.

The decrease was due primarily to the Company incurring no Research and Development

expenses for the period, as compared to $284,857 for the same quarter of 2019.

Our net loss decreased to $353,434 for the three-months ended June 30, 2020, compared to a loss of $1,506,674 for the

same three-months period in 2019.

The decrease was primarily due to the decrease in our Research and Development expenses, and

a non-recurring settlement expense of $670,000 during the quarter ended June 30, 2019.

ended June 30, 2020, compared to Six-months ended June 30, 2019 .

and Administrative Expenses .

During the six-months ended June 30, 2020, General and Administrative expenses decreased to $578,502,

as compared to $760,926 for the prior year six-months ended June 30, 2019.

The decrease was primarily the result of decreased

accrued expenses in the period.

and Development Expenses .

During the six-months ended June 30, 2020, Research and Development expenses decreased to $0 dollars,

as compared to $528,677 for the prior year six-months ended June 30, 2019.

The change was primarily due to the completion of the

final stage of the last Sponsored Research Agreement (“SRA”) with the University of Texas at Arlington for development

of the Company’s G-Reformer unit.

During the six-months period ended June 30, 2020, interest expense increased to $373,196 as compared to interest

expense of $163,220 for the prior year six-months ended June 30, 2019.

The increase was primarily due to the increase in the amortization

of discounts on new convertible notes payable executed during the period.

in Fair Value of Derivative Liability and Derivative Expenses .

During the six-months ended June 30, 2020, we recorded a gain

on the fair value of derivatives of $68,683, as compared to a gain of $17,076 for the comparable year six-month period in 2019.

The change was due to the execution of the convertible notes payable in the first quarter, and the related changes under the derivative

value calculations using the Cox, Ross & Rubinstein Binomial Tree model method.

Loss from Operations.

Our net loss from operations decreased to $578,502 for the six-months ended June 30, 2020, as compared

to $1,289,603 for the six-months ended June 30, 2019.

The decrease was due primarily to the Company incurring no Research and

Development expenses for the period, as compared to $528,677 for the same quarter of 2019.

Our net loss decreased to $916,184 for the six-months ended June 30, 2020, compared to a loss of $2,105,622 for the

same six-months period in 2019.

The decrease was primarily due to the decrease in Research and Development expenses, and a non-recurring

settlement expense of $670,000 during the quarter ended June 30, 2019.

and Capital Resources

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be able to continue our operations without securing additional adequate funding.

As of March 31, 20120, we had $10,285 in cash,

total current assets of $448,132, and total current liabilities of $7,272,864.

Our total accumulated deficit on March 31, 2019,

was $(31,042,578).

As of June 30, 20120, we had $71 in cash, total

current assets of $433,878, and total current liabilities of $7,597,042.

Our total accumulated deficit on June 30, 2020, was $(31,396,012).

is the ability of a company to generate adequate amounts of cash to meet its needs for cash.

In the three-months ended March 31,

2020, our working capital deficit increased by $460,247 from the recent year-ended December 2019 primarily as the result of increases

in Accrued expenses to related parties of $155,518, increases in Notes payable to related parties of $101,833 and an increase

in other Convertible Notes Payable of $171,000.

In the six-months ended June 30,

2020, our working capital deficit increased by $798,679 from the most recent year-ended December 2019 primarily as the result

of increases in Accrued expenses to related parties of $215,328, increases in Accrued interest payable of $174,758, and increase

in Amortization of debt discount to $146,891and an increase in the Derivative liability of our convertible notes of $68,683.

are exploring various means to increase our working capital, including completing additional private stock sales and entering

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See Note 6 herein above for more detail on the described notes .

cash used in continuing operating activities during the three-months ended March 31, 2020 was $262,572, as compared to $260,465

for the three-months ended March 31, 2019.

cash used in investing activities for the three-months period ending March 31, 2020 was $25,000, consisting of additional advances

to OPMGE for deposits on a piece of specialized commercial equipment required to convert the Wharton, TX manufacturing facility

for use of our GTL technology, resulting in the total Receivable –

Related Party of $412,847 shown on our Balance Sheet

for the period.

There were no cash flows from investing activities for the period ended March 31, 2020.

cash provided by financing activities was $281,814 for the three-months ended March 31, 2020, consisting primarily of the proceeds

from a new loan made by Director and shareholder, Kevin Jones, a related party under the Mabert Loan Agreement of $101,833, and

two loans from PowerUp totaling $171,000, and a sale of the Company’s Common Stock to a private accredited private investor

of $60,000, offset by payments on other notes payable to Wildcat of $50,000.

This is compared to a cash advance of $199,528 from

a related in the three-months ended March 31, 2019.

cash used in continuing operating activities during the six-months ended June 30, 2020 decreased to $418,879, as compared to $735,119

for the six-months ended June 30, 2019.

cash used in investing activities for the six-months period ending June 30, 2020 was $25,000, consisting of an advance to OPMGE

for deposits on a piece of specialized commercial equipment required to convert the Wharton, TX manufacturing facility for use

of our GTL technology, resulting in a total Receivable –

Related Party balance of $412,847 for the period.

There were no

cash flows from investing activities for the period ended June 30, 2020.

cash provided by financing activities was $427,907 for the six-months ended June 30, 2020, consisting primarily of the proceeds

from a loan made by Director and shareholder, Kevin Jones, a related party under the Mabert Loan Agreement of $101,833, two loans

from PowerUp totaling $171,000, sales of the Company’s Common Stock to accredited private investors of $75,000, and advances

by three of our directors of $130,074, offset by payments on notes payable to Wildcat of $50,000.

This is compared to $829,199

from proceeds of loans made by related parties of $325,000 under the Mabert Loan Agreement, and cash advances from stockholder

related parties of $529,199 in the six-months ended June 30, 2019.

See Notes 5 and 6 to our Financial Statements herein above.

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

prior funded Scope of Work (“

last funded Scope of Work (“

SOW ”) under our SRA with UTA was completed in the year ended December 2019, with

payments made of $120,000 to complete the work described in the last SOW.

payments made of $120,000 to complete the work described in the prior SOW.

As we move into the testing and commercialization phase

of our GTL technology, we plan to update and enter into a new SOW with UTA for later in 2020 and 2021.

of our GTL technology, we plan to update and enter into a new SOW with UTA for periods in 2020 and 2021.

This is anticipated to

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is no assurance we that we will be able to raise such sufficient funds to enter into such new SOW.