What changed in this filing

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Item 1A. Risk Factors

2021-04-14 compared with 2020-04-14 · 81 added, 75 removed, 341 unchanged (31% of the section changed)

Risk Factors.

Related to our Business and Operations

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to the inherent risk of commercializing new technology, there can be no assurance that we will earn net income in the future.

We may require additional capital in order to fund our operations, which it may not be able to source on acceptable terms.

We will require additional capital in order to fund our operations, which it may not be able to source on acceptable terms.

revenues and achieving profitability will depend on our ability to fully develop, certify and commercialize our GTL Technology,

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

rapid and effective

development of new, unique GTL techniques;

new and aggressive

pricing methodologies

and effective development of new, unique GTL techniques;

and aggressive pricing methodologies

substantial competitors enter our targeted markets, such as licensing of smaller independent oil and gas operators or the creation

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resources, our management cannot be certain that we will be able to compete successfully in our operations.

longevity of patents in the United Sates is limited in duration and may affect the Company’s long-term ability to successfully

monetize the intellectual property it owns.

the longevity of patents in the United States are limited in duration to 21 years, this should not affect the Company’s

long-term ability to successfully monetize the intellectual property it owns.

of December 31, 2020, we own United States Patents Nos.

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small-plant and mobile application.

The term of each patent under U.S.

On 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.

February 2021, the Company was issued Patent 10,907,104, the fourth patent relating to the company’s proprietary G-Reformer™

technology which allows for the conversion of natural gas into synthesis gas.

The newly issued patent extends the methods and

details of generating syngas using the apparatus described in a previously issued patent No.

10,633,594, the company’s third

As described in the patent, methane, oxygen, and steam are continuously injected into the combustion section of the apparatus

to generate carbon monoxide along with unreacted methane and steam.

The carbon monoxide, unreacted methane, and steam then enter

the catalyst chamber where these components react to generate syngas.

The pressure inside the reaction vessel is controlled at

no higher than 5 psig.

term of each patent under U.S.

law is 21 years.

Accordingly, each of these patents will

expire in the years 2034 and 2035 respectively, unless they are modified with “improvements to the current art”

us, in which case their useful lives may be extended.

There is no certainty that we will be able to make such improvements to

our currently held patents, and they therefore may expire at their respective terms.

Alternatively, a patent’s term may

be shortened if a patent is terminally disclaimed (litigated) over a commonly owned patent or a patent naming a common inventor

has an earlier expiration date.

There is no certainty that we will be able to successfully defend our patents if such claims are

made, and they may expire prior to their respective terms.

Accordingly, each of these patents will expire in the years 2034, 2035 and 2041

respectively, unless they are modified with “improvements to the current art”

by us, in which case their useful lives

may be extended.

There is no certainty that we will be able to make such improvements to our currently held patents, and they

therefore may expire at their respective terms.

Alternatively, a patent’s term may be shortened if a patent is terminally

disclaimed (litigated) over a commonly owned patent or a patent naming a common inventor has an earlier expiration date.

is no certainty that we will be able to successfully defend our patents if such claims are made, and they may expire prior to

their respective terms.

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

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

business is led by an interim President, Kent Harer, and our Chief Financial Officer, Ransom Jones, both of whom are also members

of our board of directors (our “

business is led by President, Kent Harer, and our Chief Financial Officer, Ransom Jones, both of whom are also members of our

board of directors (our “

Board of Directors ”).

Our engineering efforts are led by Thomas Phillips, who

is also Vice President of Operations for GIE, but we use outside consultants to support and perform the majority of the engineering

and production work on our GTL technology.

We have also contracted with consultants to provide financial reporting and governance

We use outside consultants to support and perform the majority

of the engineering and production work on our GTL technology.

We have also contracted with consultants to provide financial reporting

and governance support.

one or more of these senior executives, officers, or consultants are unable or unwilling to continue in their present positions,

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in developing our technology.

support our engineering efforts, we entered into a confidential Sponsored Research Agreement (“SRA”) with UTA starting

in October 2009 and continuing in various forms through today, adding confidential Scope of Work addendums over this period to

develop and enhance our patented GTL system with the goal of developing commercial GTL plants to convert natural gas into liquid

order to safe guard against this possibility, on December 8, 2020, the Company announced an exclusive worldwide patent licensing

agreement with the University of Texas at Arlington (UTA) for all patent applications currently filed with the Patent and Trademark

Office relating to GWTI’s natural gas reforming technologies developed under its sponsored research agreement with UTA.

support our engineering efforts, we also continued our ongoing confidential Sponsored Research Agreement (“SRA”) with

UTA which began in October 2009 and has continued in various forms through today, adding confidential Scope of Work addendums

over this period to develop and enhance our patented GTL system with the goal of developing commercial GTL plants to convert natural

gas into liquid fuels.

We use UTA as an external research and development arm for the Company.

If we or UTA were to terminate our relationship,

we might lose access to the scientists most familiar with our unique technology.

There is no assurance that we would be able to

continue to improve on the technology we have developed thus far, potentially slowing down our commercialization and financing

If we or UTA were to terminate

our relationship for some extenuating circumstances, we might lose access to the scientists most familiar with our unique technology.

There is no assurance that we would be able to continue to improve on the technology we have developed thus far, potentially slowing

down our future commercialization and financing efforts.

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

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limited operating history;

the limited scope

of our sales and marketing efforts;

our ability to attract

new customers, satisfy our customers’

limited scope of our sales and marketing efforts;

ability to attract new customers, satisfy our customers’

requirements, and retain customers;

general economic

changes in our pricing

capabilities;

our ability to expand

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

the effectiveness

of our key personnel;

our ability to protect

our proprietary GTL Technology;

economic conditions;

in our pricing capabilities;

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

effectiveness of our key personnel;

ability to protect our proprietary GTL Technology;

and enhanced products by us and our competitors;

unanticipated delays

or cost increases with respect to research and development;

extraordinary expenses

such as litigation or other dispute-related settlement payments.

unanticipated

delays or cost increases with respect to research and development;

extraordinary

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

may have difficulty in attracting and retaining outside independent directors to our Board of Directors as a result of their concerns

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as listed daily on the Nymex and ICE commodities exchanges) to determine relative profitability of their GTL operations.

COVID-19 may run its human course in the near term, we believe as many others in the U.S.

government and media believe, that the

economic impacts will be long lasting and for all practical matters, remain largely unknown at this time.

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 outbreak closely.

The extent to which the COVID-19 outbreak

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

may fail to establish and maintain strategic relationships.

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As of the date of this

Form 10-K, we are in default of loans totaling $166,667 and have a total $2,139,843 of current debt bearing an average interest

rate of 17.8% per year.

We also have additional long-term liabilities of $525,000, in the form of a 3-year interest-only note

payable, due in July 2022.

For more details on our indebtedness, please see Notes 5 and 6 on pages F-11 and F-12 of our Financial

Form 10-K, we are in default of loans totaling $691,667, of which $525,000, is in the form of a 3-year interest-only note payable,

due in July 2022.

For more details on our indebtedness, please see Notes 5 and 6 of our Financial Statements.

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

We must use a substantial

portion of our cash flow from operations to pay interest, which reduces funds available to use for other purposes, such as

working capital, capital expenditures, and other general corporate purposes;

Our ability to refinance such indebtedness or

to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate purposes may

Our leverage may

be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility

in responding to current and changing industry and financial market conditions.

must use a substantial portion of our cash flow from operations to pay interest, which reduces funds available to use for

other purposes, such as working capital, capital expenditures, and other general corporate purposes;

ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions,

or general corporate purposes may be impacted;

leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our

flexibility in responding to current and changing industry and financial market conditions.

ability to meet expenses and to make future principal and interest payments in respect of our debt, depends on, among other things,

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

Manipulation of

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

Boiler room practices

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

Excessive and undisclosed

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

The wholesale dumping

of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the

resulting inevitable collapse of those prices and with consequential investor losses.

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

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

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

wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level,

along with the resulting inevitable collapse of those prices and with consequential investor losses.

is aware of the abuses that have occurred historically in the penny stock market.

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of our business and the price of our Common Stock.

Unresolved Staff

Staff Comments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors