What changed in this filing

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Item 1. Financial Statements

2020-11-23 compared with 2020-08-14 · 538 added, 473 removed, 1149 unchanged (47% of the section changed)

TECHNOLOGIES, INC.

Consolidated Balance Sheet

June 30, 2020

December 31, 2019

Consolidated Balance Sheets

Current Assets

Prepaid expenses

Receivable - related party

- related party, net

Total Current Assets

Property & equipment, net

Liabilities & Stockholders’

& equipment, net

& Stockholders’

Current Liabilities

1 unchanged sentence

Advances - related parties

Advances - other

Accrued severance expense

Accrued expenses

Accrued expenses - related parties

Accrued interest payable (includes related parties interest of $355,401)

Notes payable and convertible notes payable (Net of convertible notes payable debt discount of $99,357 and $0 respectively)

Notes payable - related parties (Net of debt discount of $43,531 and $107,880 respectively)

Derivative liability –

convertible notes payable

Total Current Liabilities

Accrued expenses –

related parties

Accrued interest payable (includes related

party interest of $450,093 at September 30, 2020)

Notes payable and convertible notes

payable (Net of debt discount of $56,607 and $0 respectively)

Notes payable - related parties (Net

of debt discount of $26,389 and $107,880 respectively)

Derivative liability

convertible notes

Current Liabilities

Long Term Liabilities

Notes Payable - Southwest Capital

Total Long Term Liabilities

Total Liabilities

Commitments and contingencies (Note 10)

Payable - Southwest Capital

Total Long Term

Commitments and contingencies

Stockholders’

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.

Common Class A stock 500,000,000 shares

authorized, par value $0.0001, 316,201,763 and 296,648,677 outstanding at September 30, 2020 and December 31, 2019, respectively

Additional paid-in capital

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(30,479,829 )

Total Stockholders’

Total Liabilities & Stockholders’

Stockholders’

Liabilities & Stockholders’

accompanying notes to the condensed unaudited consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Operations

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

Three Months Ended

Six Months Ended

General and administrative

Research and development

Total Expense

the three months and nine months ended September 30, 2020

and administrative

and development

Operating loss

$ (1,289,603 )

Other income (expenses)

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

Gain / (loss) on

change in fair value of derivative

Interest expense

Settlement expense

Convertible debt derivative expense

Other Miscellaneous Income

Total other expense

Loss before income taxes

Provision for income taxes

Gain / (loss) on

Debt Settlement

Convertible debt

derivative expense

Reserve for equity

method investment receivable

Settlement income

loan agreement

Settlement income

Miscellaneous Income

Total other income

Loss before income

Provision for

$ (1,819,729 )

1 unchanged sentence

Net loss per share

Basic and diluted net loss per shares

and diluted net loss per share

Weighted average shares Outstanding

Basic and diluted

accompanying notes to the condensed unaudited consolidated financial statements.

TECHNOLOGIES, INC.

Condensed Consolidated Statement of Stockholders’

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

Consolidated Statement of Stockholders’

For the nine months ended September 30, 2020 and 2019

months ended September 30, 2020 (Unaudited)

par value $0.0001

Balance, December 31, 2019

$ (30,479,829 )

$ (6,889,485 )

Shares issued for Warrant conversions

Shares issued for cashless Warrant

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 to be issued for Promissory Note

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

Net loss for the three months ended

March 31, 2020

Balance, March 31, 2020 (Unaudited)

$ (31,042,578 )

$ (7,349,730 )

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

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 )

Shares to be issued for Promissory Note

Shares issued for Loan Conversion

Net loss for the three months ended

September 30, 2020

Balance, September 30, 2020 (Unaudited)

par value $0.0001

December 31, 2018

$ (26,818,584 )

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

$ (4,689,397 )

issued for Warrant conversions

loss for the three months ended March 31, 2019

March 31, 2019 (Unaudited)

$ (27,417,532 )

Shares issued for Warrant conversions

Net loss for the three months ended March 31, 2019

Balance, March 31, 2019 (Unaudited)

$ (5,288,345 )

for incorrectly reported shares

issued for Promissory Note Fees

loss for the three months ended June 30, 2019

June 30, 2019 (Unaudited)

$ (28,924,206 )

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)

issued for Promissory Note Fees (1,070,260 shares not issued in the period reported)

issued for Loan Conversion (3,906,610 shares not issued in the period reported)

issued in Legal Settlements (2,500,000 shares not issued in the period reported)

issued for Private Placement (1,250,000 shares not issued in the period reported)

loss for the three months ended September 30, 2019

September 30, 2019 (Unaudited)

$ (29,435,460 )

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Consolidated Statements of Cash Flows

the six months ended June 30, 2020 and 2019

the nine months ended September 30, 2020 and 2019

Cash Flows from Operating Activities:

$ (1,819,729 )

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

$ (2,616,976 )

Adjustments to reconcile net loss to

net cash used in operating activities:

Change in fair value

of derivatives

Amortization of

debt discount

Derivative expense

Legal settlements

Debt settlement

Gain on settlement

Reserve for equity

method investment receivable

Bad debt expense

Changes in operating assets and liabilities:

Prepaid expense

Accrued expenses

related parties

Cash Used in Operating Activities

flows from investing activities:

Cash 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 Flows from Financing Activities

Proceeds from notes

payable - related parties

Proceeds from convertible

notes payable

Payments on other

notes payable

Advances - other

Proceeds from sale

of common stock

advances –

related parties

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

Net (Decrease) Increase

Cash Beginning of Period

Cash End of Period

Supplemental Disclosure

of Cash Flow Information:

Cash Paid during

the period for interest

Paid during the period for taxes

investing and financing activities

Non-Cash investing

and financing activities

debt discount from convertible notes

receivables - warrants

to be issued for promissory note fees

issued for promissory note fees

conversion (fair value of shares issued:

$118,237 and $312,375)

issued for legal expense

Shares issued for

settlement of accrued legal settlements

of stockholder advances –

related parties to Notes payable –

related parties

accompanying notes to the condensed unaudited consolidated financial statements.

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Company’s proprietary and patented technology has now been realized in Greenway’s recently completed first generation

commercial-scale G-Reformer TM refractory unit, a unique and critical component to the Company’s overall GTL technology

Greenway’s objective is to become a material direct and licensed producer of renewable GTL synthesized gasoline,

diesel and jet fuels, with a near term focus on U.S.

commercial-scale G-Reformer TM unit, a unique and critical component to the Company’s overall GTL technology solution.

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.

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(“GIE”) which owns patents and

trade secrets for proprietary technologies to convert natural gas into synthesis gas (“syngas”).

trade secrets for a proprietary technology to convert natural gas into synthesis gas (“syngas”).

Based on a breakthrough

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

To date, the Company has not raised sufficient funding to achieve the aforementioned objectives, but continues to work toward

Company believes that its proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general.

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.

The new plant is anticipated to prove out the economics for

the Company’s technology and GTL processes.

tests have demonstrated that the Company’s solution is superior to legacy technologies which are 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.

The new plant is expected to prove the economics of the Company’s

technology and GTL processes.

2 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

of Presentation

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

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

Securities and Exchange Commission (the “SEC”).

Accordingly, they do not include all of the information and footnotes

required by GAAP for complete financial statements.

In the opinion of management, these condensed unaudited consolidated financial

statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of

the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the

accompanying unaudited consolidated financial statements 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 Rule 10-01

of Regulation S-X of the Securities and Exchange Commission (the “SEC”).

Accordingly, they do not include all of the

information and footnotes required by GAAP for complete financial statements.

In the opinion of management, these unaudited consolidated

financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation

of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the

full year ending December 31, 2020.

The condensed consolidated balance sheet as of December 31, 2019 has been derived from the

audited financial statements as of that date but may not include all of the information and disclosures required by GAAP.

more complete financial information, these condensed unaudited consolidated financial statements and the notes thereto should

be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December

These unaudited consolidated financial statements should be read in conjunction with the Company’s

Annual Report on Form 10-K for the year ended December 31, 2019.

of Consolidation

accompanying condensed unaudited consolidated financial statements include the financial statements of Greenway and its wholly

owned subsidiaries.

accompanying unaudited consolidated financial statements include the financial statements of Greenway and its wholly owned

subsidiaries.

All significant inter-company accounts and transactions were eliminated in consolidation.

accompanying condensed unaudited consolidated financial statements include the accounts of the following entities:

Name of Entity

accompanying unaudited consolidated financial statements include the accounts of the following entities:

Incorporation

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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 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.

The ability of the Company to continue as

a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to

obtain necessary financing to fund ongoing operations.

While the Company is attempting to commence revenue generating operations

and thereby generate sustainable revenues, the Company’s current cash position is not sufficient to support its ongoing

daily operations and requires the Company to raise addition capital through debt and/or equity sources.

Management believes that

its current and future plans will enable it to continue as a going concern for the next twelve months from the date of this report.

accompanying condensed unaudited consolidated financial statements do not include any adjustments to the recorded assets or liabilities

that might be necessary should the Company have to curtail operations or be unable to continue in existence.

As of September 30, 2020, we have an accumulated deficit of $32,299,557.

For the nine months ended September 30, 2020, we had

no revenue, generated a net loss of $1,819,729 and used cash of $548,633 for operating activities.

The ability of the Company

to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of

the Company to obtain necessary financing to fund ongoing operations.

While the Company is attempting to commence revenue generating

operations and thereby generate sustainable revenues, the Company’s current cash position is not sufficient to support its

ongoing daily operations and requires the Company to raise addition capital through debt and/or equity sources.

Management believes

that its current and future plans will enable it to continue as a going concern for the next twelve months from the date of this

outbreak of COVID-19 (coronavirus), caused by a novel strain of the coronavirus, was recognized as a pandemic by the World Health

Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which

the Company operates.

The COVID-19 (coronavirus) outbreak has had a notable impact on general economic conditions, including but

not limited to the temporary closures of many businesses, “shelter in place”

and other governmental regulations, reduced

business and consumer spending due to both job losses, reduced investing activity and M&A transactions, among many other effects

attributable to the COVID-19 (coronavirus), and there continue to be many unknowns.

While to date the Company has not been required

to stop operating, management is evaluating its use of its office space, virtual meetings and the like.

The Company continues

to monitor the impact of the COVID-19 (coronavirus) outbreak closely.

The extent to which the COVID-19 (coronavirus) outbreak

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

accompanying unaudited consolidated financial statements do not include any adjustment to the recorded assets or liabilities that

might be necessary should the Company have to curtail operations or be unable to continue in existence.

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

summary of significant accounting policies applied in the presentation of the condensed unaudited consolidated financial statements

are as follows:

summary of significant accounting policies applied in the presentation of the unaudited consolidated financial statements are

and Equipment

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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 the carrying amount exceeds the undiscounted future net cash flow the asset

An asset or asset group is considered impaired if its 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 June 30, 2020.

assets or impairment charges for the period ended September 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 June 30, 2020, there was no change in the investment cost of $0.

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

30, 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 we believe are

in the Company’s best interests.

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

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

receivable with OPMGE for $412,885 related to our advancing capital for certain of OPMGE’s capital expenditures that we

believe are in the Company’s best interests.

Due to the uncertainty of the collectability of the OPMGE receivable, the Company

has fully reserved the full amount of this equity method receivable with OPMGE as of September 30, 2020.

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

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Such estimates include allowance for collectible receivables,

derivative liability valuations and deferred tax valuation allowances.

Actual results could differ from such estimates.

derivative liability valuations, value of stock-based compensation and deferred tax valuation allowances.

Actual results

could differ from such estimates.

and Cash Equivalents

Company considers all highly liquid investments purchased with an original maturity of three-months or less to be cash equivalents.

There were no cash equivalents at September 30, 2020, or December 31, 2019.

Unless otherwise indicated, all references to “dollars”

in this Form 10-Q are to U.S.

There were no cash

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 October 15, 2020.

filed for the years ending 2016 to 2019.

Loss Per Share, basic and diluted

1 unchanged sentence

shares issued and outstanding for the period.

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

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.

As of September 30, 2020, shares issuable upon the exercise of warrants (8,000,000),

shares convertible for debt (3,616,539) and shares outstanding but not yet issued (356,186) have been excluded as a common stock

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

As of September 30, 2019, shares issuable

upon the exercise of warrants (11,499,226), shares convertible for debt (2,083,333) and shares outstanding but not yet issued

(9,476,870) were also 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.

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

Other Notes and Convertible Notes Payable.

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

Note 6 –

2018, 2019 and 2020 Convertible Promissory Notes.

Value of Financial Instruments

15 unchanged sentences

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

June 30, 2020 and December 31, 2019:

June 30, 2020 Derivative Liabilities

September 30, 2020 and December 31, 2019:

September 30, 2020 Derivative

December 31, 2019 Derivative Liabilities

4 unchanged sentences

gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair

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

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

June 30, 2020

value hierarchy are recognized in other interest income and expense in the accompanying consolidated financial statements.

change in the convertible notes payable derivative liabilities at fair value for the nine-month period ended September

30, 2020, is as follows:

on Settlement

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

At September 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 June 30, 2020 and December 31, 2019.

The Company did not have cash on deposit in excess of such limit on September 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 $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.

The Company incurred research and development expenses of $0 and $(87,357) for the three months ended

September 30, 2020 and 2019, and $0 and $441,320 for the nine months ended September 30, 2020 and 2019, respectively.

of Common Stock

3 unchanged sentences

does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material

effect on the accompanying condensed unaudited consolidated financial statements.

effect on the accompanying consolidated financial statements.

PROPERTY, PLANT, AND EQUIPMENT

Range of Lives

June 30, 2020

December 31, 2019

Furniture and fixtures

Less accumulated depreciation

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)

Unsecured note payable at 4.5% per annum dated December 20, 2017 to a corporation, payable in two parts on December 20, 2018 and 2019 (3)

Convertible $118,000 1 Yr term note payable at 10.0% per annum dated January 24, 2020 to a lender, payable by January 24, 2021, or converts into shares of the Company’s common stock by a predetermined formula, net of unamortized debt discount of $66,613 (4)

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 and convertible notes payable and notes payable related parties

Furniture and

Less accumulated

expense was $0 for the nine months ended September 30, 2020 and 2019.

TERM NOTES PAYABLE, CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES

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

respectively:

notes payable at 18% per annum related to the Mabert LLC as Agent Loan Agreement dated September 14, 2018 for up to $1,500,000,

shown net of debt discount of $26,389 and $107,880 (1)

payable related parties

Unsecured note payable at 4.5% per

annum dated December 28, 2017 to a corporation, payable in two parts on January 8, 2018 and 2019 (3)

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

Convertible $118,000 1 Yr term note

payable at 10.0% per annum dated January 24, 2020 to a lender, payable by January 24, 2021, or converts into shares of the

Company’s common stock by a predetermined formula, net of unamortized debt discount of $37,113 (4)

Convertible $53,000

1 Yr 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 $19,494 (5)

payable and convertible notes payable

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

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Under the Loan Agreement, Mabert has loaned gross loan proceeds of $2,310,972 (excluding a debt discount of $26,389, for a net

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

$2,284,583 book debt) through September 30, 2020.

Jones, and his wife have loaned at total of $2,406,324 from inception through

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.

September 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 September 30, 2020, no shares of Common

Stock were issued to Mabert, as compared to the Company having issued 1,170,260 shares pursuant to the issuance of certain notes

in the period ending September 30, 2019.

Pursuant to ACS 470, the fair value attributable to a discount on the debt is $9,488

and $140,038 for the periods ended September 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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a market price of $0.06 per share for a total debt discount of $10,901, subject to standard Rule 144 restrictions.

of the individual Promissory Notes have one-year terms, automatically renewable, unless an individual lender under the Loan Agreement

notifies the agent within 60 days of the term that they would like payment of the principal and accrued interest upon the end

of such promissory note term.

No lenders requested payment for such individual promissory notes through the period ended March

July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for

$128,093, at 18% interest per annum.

As a cost of the note, the Company agreed to issue 256,186 shares of its Common Stock at

a market price of $0.04 per share for a total debt discount of $9,488, subject to standard Rule 144 restrictions.

July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for

$25,000, at 10% interest per annum.

As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a

market price of $0.04 per share for a total debt discount of $1,852, subject to standard Rule 144 restrictions.

July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for

$25,000, at 10% interest per annum.

As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a

market price of $0.04 per share for a total debt discount of $1,852, subject to standard Rule 144 restrictions.

of the individual Promissory Notes have one-year terms and are automatically renewable, unless an individual lender under the

Loan Agreement notifies the agent within 60 days of the term that they would like payment of the principal and accrued interest

upon the end of such promissory note term.

No lenders requested payment for such individual promissory notes through the period

ended September 2020.

On November 13, 2017, the Company executed a Promissory Note with Wildcat for a lump sum payment of $100,000, plus an additional

14 unchanged sentences

See Note 6 –

Other Notes and Convertible Notes Payable .

2018, 2019 and 2020 Convertible

Promissory Notes.

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 does not to pay the balance within

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

1 unchanged sentence

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

conditions, whereby the Company sold a one year Convertible Promissory Note, dated February 11, 2020, payable with interest of

ten percent (10%) per annum, in exchange for cash of $53,000.

The Note requires 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.

As of September

30, 2020, PowerUp had converted $77,672 of note principal into 4,823,768 shares of the Company’s common stock.

2018, 2019 and 2020 Convertible Promissory Notes.

On February 12, 2020, the Company entered into a second Purchase Agreement with PowerUp under substantially similar terms

and conditions, whereby the Company sold a one-year Convertible Promissory Note, dated February 12, 2020, payable with

interest of ten percent (10%) per annum, in exchange for cash of $53,000.

The Note requires 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.

As of September

30, 2020, PowerUp had converted none of the principal into the Company’s common stock.

See Note 6 –

Other Notes and Convertible Notes Payable .

OTHER NOTES AND CONVERTIBLE NOTES PAYABLE

and 2020 Convertible Promissory Notes.

2018, 2019 and 2020 CONVERTIBLE PROMISSORY NOTES

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

4 unchanged sentences

As of December 20, 2018, a material event

of default occurred for breach of payment of the then interest due, such default continuing thought the date of this report.

holder of the note has the right to convert at any time and has indicated that it might convert under settlement discussions with

the principal, Richard Halden, unrelated to this convertible note.

of default occurred for breach of payment of the interest then due, with such default continuing thought the date of this report.

The holder of the note has the right to convert at any time and has indicated that it might convert under settlement discussions

with the principal, Richard Halden, unrelated to this convertible note.

What changed 10-Q

Item 1. Financial Statements