What changed in this filing

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Item 9A. Controls and Procedures

2021-04-14 compared with 2020-04-14 · 738 added, 771 removed, 1233 unchanged (55% of the section changed)

and Procedures.

of Disclosure Controls and Procedures.

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based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission.

Treadway Commission in 2013.

Management’s assessment included an evaluation of the design of our internal control over financial

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of internal control over financial reporting as of December 31, 2020:

inadequate segregation of duties within our cash disbursement control design.

During the year

ended December 31, 2019, we internally performed all aspects of our financial reporting process including, but not limited

to, the underlying accounting records and record journal entries and internally maintained responsibility for the preparation

of the financial statements.

Due to the fact these duties were often performed by the same people, a lack of independent review

process was created over the financial reporting process that might result in a failure to detect errors in spreadsheets,

have inadequate segregation of duties within our cash disbursement control design.

the year ended December 31, 2020, we internally performed all aspects of our financial reporting process including, but not

limited to, the underlying accounting records and record journal entries and internally maintained responsibility for the

preparation of the financial statements.

Due to the fact these duties were often performed by the same people, a lack of independent

review process was created over the financial reporting process that might result in a failure to detect errors in spreadsheets,

calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.

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be prevented or detected.

We do not have a

sufficient number of independent or qualified directors for our Board of Directors and a qualified Audit Committee.

have only two (2) independent directors on our board, which is fully comprised of six directors, and accordingly we do not

yet have a functioning audit committee, as the only otherwise qualified director is not independent.

do not have a sufficient number of independent or qualified directors for our Board of Directors and a qualified Audit Committee.

We currently have only two (2) independent directors on our board, which is fully comprised of six directors, and accordingly

we do not yet have a functioning audit committee, as the only otherwise qualified director is not independent.

Further, as a publicly

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reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Directors, Executive

Officers and Corporate Governance.

Executive Officers and Corporate Governance.

following table sets forth the names, ages, and positions of our executive officers, directors and key employees as of the date

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Chief Financial Officer, Secretary and Treasurer

and President (Interim)

and President

(Independent)

President of Operations for GIE

members of our Board of Directors are subject to change from time to time by the vote of our Shareholders at special or annual

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from Henry Ford College.

Key Personnel

Phillips, age 52, was named Vice President of Operations for GEI in 2018.

Phillips is a highly experienced and accomplished

deal-making executive with a successful acquisition and divestiture track record.

After starting his career with Lone Star Gas,

building and operating pipelines and natural gas processing plants, Mr.

Phillips joined JP Morgan FCS/Financial Computer Software

(a spinoff of Highland Capital Management).

After that group was purchased, Mr.

Phillips was asked to join the senior management

team at BCR Environmental/NuTerra Management LLC, a municipal wastewater treatment technology company and related solutions provider.

Early in 2017, Mr.

Phillips was brought aboard to guide our GTL engineering operations.

Phillips holds a Bachelor of Science

in Industrial Engineering from and is designated as a Distinguished Alumnus of Texas A&M University.

June 22, 2018, pursuant to the authority granted to our Board of Directors in Section 2.10 of Article Two of our bylaws, the Board

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appropriate size of our Board of Directors;

The knowledge, skills

and experience of nominees, including experience in finance, administration or public service, in light of prevailing business

conditions and the knowledge, skills and experience already possessed by other members of our Board of Directors;

Experience in political

knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light

of prevailing business conditions and the knowledge, skills and experience already possessed by other members of our Board

of Directors;

in political affairs;

with accounting rules and practices;

The desire to balance

the benefit of continuity with the periodic injection of the fresh perspective provided by new members of our Board of Directors.

desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new members of

our Board of Directors.

goal is to assemble a Board of Directors that brings together a variety of perspectives and skills derived from high-quality business

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also are required to furnish us with copies of all Section 16(a) forms they file.

solely on the Section 16(a) reports received by us, the transaction report of transactions in our Common Stock supplied by our

Transfer Agent, and our Shareholders list as of December 31, 2019, there were four delinquent Section 16(a) reports (a Form 3

and Form 5 for Paul Alfano, a director, and a Form 4 and Form 5 for Kevin Jones, a director) for the fiscal year ended December

Communication

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of Ethics free of charge upon request to any person submitting a written request to our Secretary.

Executive Compensation.

Compensation.

of Cash and Certain Other Compensation

present, we have four executive officers, Messrs.

Wright, Harer, R.

Jones, and Phillips .

present, we have three executive officers, Messrs.

Wright, Harer and R.

Compensation Table

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Compensation Table

Name and Principal

Name and Principal Position

Stock Awards ($)

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Non-Equiy Incentive Plan Compensation ($)

deferred compensation earnings

Nonqualified deferred compensation earnings ($)

All Other Compensation ($)

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Tom Phillips (4)

Patrick Six (5)

John Olynick (5)

Wright was named President

of GIE in 2012, then elected as corporate secretary and Treasurer on January 4, 2017.

On January 4, 2017, Mr.

Wright received

10,000,000 shares of our Common Stock valued at $0.14 per share.

Wright resigned as corporate secretary on June 22, 2018,

after being elected Chairman of our Board of Directors.

Harer was appointed interim President upon

the resignation and departure of John Olynick in July 2019.

Harer has not taken a salary or any other form of compensation

since his appointment.

Harer does not have an employment agreement and serves at the pleasure of our Board of Directors.

Jones was interim chief executive officer,

effective January 14, 2016, and president from August 4, 2016, through April 24, 2017.

Wright was named President of GIE in 2012, then elected as corporate secretary and Treasurer on January 4, 2017.

Wright received 10,000,000 shares of our Common Stock valued at $0.14 per share.

Wright resigned as corporate

secretary on June 22, 2018, after being elected Chairman of our Board of Directors.

Harer was appointed interim President upon the resignation and departure of John Olynick in July 2019.

Harer has not taken

a salary or any other form of compensation since his appointment.

Harer does not have an employment agreement and serves

at the pleasure of our Board of Directors.

Jones was interim chief executive officer, effective January 14, 2016, and president from August 4, 2016, through April 24,

On January 4, 2017, Mr.

Jones received

3,500,000 shares of our Common Stock valued at $0.14 per share.

On October 2, 2016, Mr.

Jones received 375,000 shares of our

Common Stock valued at $0.10 per share.

Jones was hired as Chief Financial Officer and Secretary on May 10, 2018 and received

250,000 shares of our Common Stock valued at $0.10 per share as a component of his employment agreement.

Phillips entered into an employment agreement

with our Company effective January 1, 2019, as Vice President of Operations, reporting to the President of GIE, for a term

of 15 months with compensation of $120,000 per year.

The agreement automatically renews for successive 1-year periods.

also received a no-cost grant of 4,500,000 shares of our Common Stock, such shares being issued in February 2020.

Six was elected as chief

executive officer on April 24, 2017.

Six resigned as President and CEO on May 10, 2018, and as a director on February

19, 2019, and was due no further compensation.

Olynick was hired as president on May 10,

2018 and received 250,000 shares of our Common Stock valued at $0.10 per share as a component of his employment agreement.

Olynick resigned in July 2019 and is being paid the balance of his contract over time.

Jones received 3,500,000 shares of our Common Stock valued at $0.14 per share.

On October 2,

Jones received 375,000 shares of our Common Stock valued at $0.10 per share.

Jones was hired as Chief Financial

Officer and Secretary on May 10, 2018 and received 250,000 shares of our Common Stock valued at $0.10 per share as a component

of his employment agreement.

Phillips entered into an employment agreement with our Company effective January 1, 2019, as Vice President of Operations,

reporting to the President of GIE, for a term of 15 months with compensation of $120,000 per year.

The agreement automatically

renews for successive 1-year periods.

Phillips also received a no-cost grant of 4,500,000 shares of our Common Stock, such

shares were issued in February 2020.

On December 15, 2020, Mr.

Phillips resigned from the Company.

Olynick was hired as president on May 10, 2018 and received 250,000 shares of our Common Stock valued at $0.10 per share as

a component of his employment agreement.

Olynick resigned in July 2019 and is being paid the balance of his contract over

awards during the year ended December 31, 2020 were made according to the aggregate date fair value computed in accordance with

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Rule 144 restricted common stock, par value $.0001 per share, with such shares issued after the year ending December 2019 in February

See Note 12 –

Subsequent Events on page F-21 to our Financial Statements.

our directors receive no compensation for their participation on our board, board committees or other activities related to the

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Harer has agreed to this arrangement until a new chief executive is hired by us.

Each of the three

current employment agreements automatically renew each calendar year, unless a party provides notice of non-renewal before sixty

(6) days before each annual period’s end.

In addition, each employment agreement provides for payment of the respective

executive’s contracted remaining compensation for termination without cause.

Jones was provided with 250,000 shares

at the inception of his agreement, and he is due a bonus of $35,000 each year he is employed by us.

Phillips received 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, with such shares issued in February 2020.

There were no changes to any of the named executives’

duties as described

by their respective employment agreements.

Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters.

Ray Wright and

Ransom Jones each have employment that automatically renew each calendar year, unless a party provides notice of non-renewal before

sixty (6) days before each annual period’s end.

Phillips resigned effective December 15, 2020.

In addition, each employment

agreement provides for payment of the respective executive’s contracted remaining compensation for termination without cause.

Jones was provided with 250,000 shares at the inception of his agreement, and he is due a bonus of $35,000 each year he is

employed by us.

Phillips received 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, with such shares issued in February 2020.

There were no changes to any of

the named executives’

duties as described by their respective employment agreements.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Authorized for Issuance under Equity Compensation Plans

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following table presents information regarding the beneficial ownership of all shares of our Common Stock as of December 31, 2020:

Beneficial Ownership Table

Ownership Table

Directors and Named Executive Officers (12)

Shares of Common Stock

Beneficially Owned (1)

Shares of Common Stock Beneficially Owned (1)

Paul Alfano(2)

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Thomas Phillips (9)

All current Directors and Named Executive Officers as a group (7 persons) (12)

All current Directors and Named Executive Officers as a group

(7 persons) (10)

John Olynick (11)

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Kevin Jones (4)

Randy Moseley (5)

Patrick Six (6)

Raymond Wright (5)

percentages are based on 310,807,400 shares of Common Stock outstanding as of the date of this report on Form 10-K.

percentages are based on 335,268,075 shares of Common Stock outstanding as of December 31, 2020.

ownership is determined by rules promulgated by the SEC and generally includes voting or investment power with respect to

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(b) 8,500,000 Shares owned by Mr.

Jones’s spouse, Ms.

Christine Earley, in which Mr.

Jones’s late spouse, Ms.

Christine Earley, in which

Jones has a spousal interest;

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filed with the SEC on May 13, 2019.

Mosely is a greater than 5% Shareholder, and former officer of the Company, having served as our chief financial

officer from May 7, 2011 until November 11, 2016.

Six is a 5% Shareholder.

Six also served as our president and a director, but resigned from those positions

effective as of May 10, 2018, and February 19, 2019, respectively.

Wright is a greater than 5% Shareholder, the chairman of our Board of Directors, and president of GIE our wholly

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Wykrent is an independent director.

Phillips is Vice President of Operations, and receives more than $100,000 in annual compensation, making him

a named executive officer.

Phillips was also contractually entitled to an additional grant of 4,500,000 shares of our

Common Stock, such stock being issued after 2019 year end.

Phillips was our Vice President of Operations until he resigned on December 15, 2020, and he received more than

$100,000 in annual compensation, making him a named executive officer.

Phillips was also issued agrant of 4,500,000 shares

of our Common Stock during February 2020.

current directors and named executive officers as a group.

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than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities:

The operation of which may

at a subsequent date result in a change in control of the registrant;

With respect to the election of directors or

other matters.

Certain Relationships

and Related Transactions and Director Independence.

operation of which may at a subsequent date result in a change in control of the registrant;

respect to the election of directors or other matters.

Relationships and Related Transactions and Director Independence.

than as stated herein, there are no other agreements with any of our officers and directors.

approval given during a properly called special meeting of the Board of Directors, on September 14, 2018, Mabert, which is owned

and controlled by our director and Shareholder, Kevin Jones, and his wife Christine Early, entered into a loan agreement with

us (the “

Loan Agreement ”), for the purpose of funding working capital and general corporate expenses of up

to $1,500,000 (the “

and controlled by our director and Shareholder, Kevin Jones, and his late wife Christine Early, entered into a loan agreement

with us (the “

Loan Agreement ”), for the purpose of funding working capital and general corporate expenses of

up to $1,500,000 (the “

Loan Amount ”).

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not vote on this transaction.

Jones, his wife and Mabert have loaned a total $1,426,056 to the Company and four other Shareholders have loaned the balance of

$605,000, pursuant to the Loan Agreement, through the year ending December 31, 2019.

These loans are secured by the assets of

Jones, his late wife and Mabert have loaned a total $1,751,324 to the Company and six other Shareholders have loaned the balance

of $660,281, pursuant to the Loan Agreement, through the year ending December 31, 2020.

These loans are secured by the assets

of our Company.

A financing statement and UCC-1 have been filed according to Texas statutes.

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with the exercise of his independent judgment in carrying out the responsibilities of a director.

directors, Kevin Harer, Ransom Jones and Kevin Jones made advances of $51,019 to us in the fourth quarter of 2019, in cash amounts

of $25,000 and $25,000 respectively, and $1,019 in the form of a non-reimbursed payment for services.

Although we expect to repay

such advances during fiscal year 2020, actual repayment of such advances is subject to an indefinite timeframe due to our financial

condition and circumstances, and each director recognizes that we may not be able to make such repayments on a timely basis.

director, Kevin Jones made advances of $142,934 to us in the fourth quarter of 2020, in cash amounts and non-reimbursed payment

for services.

Although we expect to repay such advances during fiscal year 2021, actual repayment of such advances is subject

to an indefinite timeframe due to our financial condition and circumstances, and each director recognizes that we may not be able

to make such repayments on a timely basis.

Kevin Jones, through Mabert, acquired a non-operational GTL plant in Wharton, TX in July 2019, and contributed it form a joint

venture with us in August 2019, which included a separate interest for one of our key employees, Tom Phillips, who owns a 10%

revenue interest, in OPMGE.

We agreed to contribute a limited license to our proprietary technology and equipment, and also agreed

to share Phillips and other Company personnel with OPMGE, in order for it to complete third party engineering certification.

there are no salaried positions currently being provided by OPMGE, we have no assurance that a salaried position could be offered

to Phillips, and that he could find such position better than his role as VP of Operation with us.

Further, the substantial 10%

revenue interest held by Phillips, allowing him to participate in any future profitability of OPMGE may also provide incentive

for him to leave us.

The loss of this key employee could cause unforeseen interruptions to our business until such time as a replacement

engineer is found and hired by us.

venture with us in August 2019, which included a separate interest for one of our former key employees, Tom Phillips, who owns

a 10% revenue interest, in OPMGE.

We agreed to contribute a limited license to our proprietary technology and equipment, and also

agreed to share Phillips and other Company personnel with OPMGE, in order for it to complete third party engineering certification.

Alfano and Mr.

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In addition, the following persons shall not be considered independent:

who is, or at any time during the past three years was, employed by the Company;

A director who accepted

or who has a family member who accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive

months within the three years preceding the determination of independence, other than the following:

(i) compensation for

board or board committee service;

(ii) compensation paid to a family member who is an employee (other than as an executive

officer) of the issuer;

or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation;

A director who is

a family member of an individual who is, or at any time during the past three years was, employed by the company as an executive

A director who is,

or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to

which the company made, or from which the company received, payments for property or services in the current or any of the

past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000,

whichever is more, other than the following:

(i) payments arising solely from investments in the company’s securities;

director who is, or at any time during the past three years was, employed by the Company;

director who accepted or who has a family member who accepted any compensation from the company in excess of $120,000 during

any period of 12 consecutive months within the three years preceding the determination of independence, other than the following:

(i) compensation for board or board committee service;

(ii) compensation paid to a family member who is an employee (other

than as an executive officer) of the issuer;

or (iii) benefits under a tax-qualified retirement plan, or non-discretionary

compensation;

director who is a family member of an individual who is, or at any time during the past three years was, employed by the company

as an executive officer;

director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any

organization to which the company made, or from which the company received, payments for property or services in the current

or any of the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that

year, or $200,000, whichever is more, other than the following:

(i) payments arising solely from investments in the company’s

or (ii) payments under non-discretionary charitable contribution matching programs;

A director of the

issuer who is, or has a family member who is, employed as an executive officer of another entity where at any time during

the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity;

A director who is,

or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the

registrant’s outside auditor who worked on the company’s audit at any time during any of the past three years.

director of the issuer who is, or has a family member who is, employed as an executive officer of another entity where at

any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such

other entity;

director who is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner

or employee of the registrant’s outside auditor who worked on the company’s audit at any time during any of the

past three years.

these standards required to an independent director, none of Mr.

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reach and maintain financial stability and/or continuing operations.

Principal Accounting

Fees and Services.

following table presents fees for professional services rendered by Soles, Heyn & Company LLP (“

Soles ”)

and Assurance Dimensions (“

Assurance ”), our independent auditors for the audit of our financial statements

for the years ended December 31, 2019, and December 31, 2018, respectively:

Accounting Fees and Services.

following table presents fees for professional services rendered by Assurance Dimensions (“

Assurance ”), our

independent auditors for the audit of our financial statements for the years ended December 31, 2020, and December 31, 2019, respectively:

Audit Related Fees

All Other Fees

Fees billed by Soles were for professional services rendered for the audit of our annual financial statements and review of our

interim financial statements for the year ended December 31, 2018 and through March 31, 2019, as well as for their assistance

with and review of documents filed with the SEC.

Due to the death of a name partner (and our engagement partner), Patrick Heyn,

Soles could no longer perform our Company’s audit services, and we transferred to Assurance to complete the remainder

of our quarterly filings and 2019 year-end audit, as reported in the Company’s Report 8-K, filed with the SEC on July 24,

2019, and incorporated by reference herein.

fees billed were for professional services rendered for the audit of our financial statements and review of our interim financial

statements for the years ended December 31, 2020 and December 31, 2019.

Policy for Services of Our Independent Auditors

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financial statements are included in Item 8 of this report.

All financial statement

schedules required to be filed by Item 8 of this report and the exhibits contained in this report are described in Item 8

of this report and are included as indexed in the appendix on page F-1, et seq.

financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are

described in Item 8 of this report and are included as indexed in the appendix on page F-1, et seq.

Identification

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2018-006416-2, filed in the County Courts at Law in Tarrant County, TX on Sept 7, and September 27, 2018 respectively.

Employment agreement with Thomas Phillips, as Vice President of Operations, dated April 1, 2019.

Employment agreement with Thomas Phillips, as Vice President of Operations, effective date April 1, 2019.

Settlement Agreement executed on September 26, 2019 with Southwest Capital Funding, Ltd.

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DC-19-04207, filed in the District Court in Dallas County, TX on March 26, 2019.

Purchase Agreement by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain

Convertible Promissory Note executed on January 24, 2020.

Promissory Note by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain

Securities Purchase Agreement executed on January 24, 2020.

Purchase Agreement by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd, pursuant to that certain

Convertible Promissory Note executed on February 12, 2020.

Promissory Note by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain

Securities Purchase Agreement executed on February 12, 2020.

Securities Purchase Agreement by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd, pursuant to that certain Convertible Promissory Note executed on January 24, 2020.

Convertible Promissory Note by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain Securities Purchase Agreement executed on January 24, 2020.

Securities Purchase Agreement by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain Convertible Promissory Note executed on February 12, 2020.

Convertible Promissory Note by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain Securities Purchase Agreement executed on February 12, 2020.

Code of Ethics for Senior Financial Officers, filed as Exhibit 10.1 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

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to be signed on its behalf by the undersigned, thereunto duly authorized.

GREENWAY TECHNOLOGIES, INC.

TECHNOLOGIES, INC.

April 14, 2021.

/s/ Kent Harer

Kent Harer, President

/s/ Ransom Jones

Ransom Jones, Chief Financial Officer and

Principal Accounting Officer

Harer, President

Jones, Chief Financial Officer and

Accounting Officer

to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on

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Raymond Wright

President of Greenway Innovative

TO FINANCIAL STATEMENTS

President of Greenway Innovative Energy, Inc.

TO CONSOLIDATED FINANCIAL STATEMENTS

Technologies, Inc.

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31, 2020 and 2019

Report of Independent Registered Public Accounting Firms

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Financial Statements

Consolidated Balance Sheets, December 31, 2020 and 2019

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on the Financial Statements

have audited the accompanying consolidated balance sheet of Greenway Technologies, Inc.

(the Company) as of December 31, 2019

and the related consolidated statements of operations, stockholders’

deficit and cash flows for the year ended December

31, 2019 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and the results

of its operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally

accepted in the United States of America.

Paragraph - Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has suffered recurring losses for the year ended December 31,

The Company had a net loss of $3,661,245, accumulated deficit of $30,479,829, net cash used in operating activities of $1,332,528,

and had negative working capital of $6,364,485.

These factors raise substantial doubt about the Company’s ability to continue

have audited the accompanying consolidated balance sheets of Greenway Technologies, Inc.

and subsidiary (the Company) as of December

31, 2020 and 2019, and the related consolidated statements of operations, stockholders’

deficit, and cash flows for each of the

years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,

2020, in conformity with accounting principles generally accepted in the United States of America.

Paragraph –

Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 2 to

the financial statements, the Company had a net loss and net cash used in operating activities of approximately $2,542,000 and $686,000,

respectively for the year ended of December 31, 2020 and a working capital deficit and accumulated deficit of approximately $8,844,000

and $33,022,000, respectively, at December 31, 2020.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Management’s plans in regards to these matters are also described in Note 2.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the

Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial

We believe that our audit provide a reasonable basis for our opinion.

Assurance Dimensions

have served as the Company’s auditor since 2019.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Greenway Technologies, Inc.

and Subsidiary

on the consolidated financial statements

have audited the accompanying consolidated balance sheet of Greenway Technologies, Inc.

and subsidiary (the Company) as of December

31, 2018 and the related consolidated statements of operations, stockholders’

deficit, and cash flows for the year ended

December 31, 2018 and the related notes (collectively referred to as the “consolidated financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2018 and the results of its operations and its cash flows for the year ended December 31, 2018, in conformity

with accounting principles generally accepted in the United States of America.

accompanying consolidated financials have been prepared assuming the Company will continue as a going concern.

As of December

31, 2018, the Company had accumulated losses of $26,818,584, has generated no profit, and may experiences losses in the near term.

These factors and the need for additional financing in order for the Company to meet its business plan, raise substantial doubt

about its ability to continue as a going concern.

Management’s plan to continue as a going concern is also described in

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting,

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Soles, Heyn, & Company, LLP

have served as the Company’s auditors since 2015.

Heyn & Company, LLP

Palm Beach, Florida

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Collectability

of Note Receivable

of the Matter

August 29, 2019, the Company entered into a Material Definitive Agreement related to the formation of OPMG Green Energy, LLC (OPMGE).

The Company contributed a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for

42.86% (300 of 700 currently owned member units) revenue interest in OPMGE, expected to be later reduced to a 30% interest upon the completion

of certain expected third-party investments for the remaining 300 of 1,000 member units available.

Through the period ended December

31, 2020, the Company made advances to OPMGE of $412,885.

In the event of default, the Company holds a second lien against the assets

The amount advanced was booked as a related party receivable by the Company.

Given the uncertainty of collectability of this

receivable, the Company has fully reserved the amount of this equity method receivable with OPMGE as of December 31, 2020.

We Addressed the Matter in Our Audit

primary procedure we performed to address this critical audit matter included evaluating OPMGE’s 2020 financial statements and

management’s assessment of collectability of the note.

We also obtained a copy of the security agreement and a commitment letter

from the lender to determine the likelihood of collectability.

Based on our procedures we agreed with management that the Note Receivable

should have a valuation allowance.

have served as the Company’s auditor since 2019.

DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES

d/b/a McNAMARA and ASSOCIATES, PLLC

4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office:

813.443.5048 | Fax:

JACKSONVILLE :

Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office:

888.410.2323 | Fax:

1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office:

888.410.2323 | Fax:

2000 Banks Road, Suite 218 | Margate, FL 33063 | Office:

754.800.3400 | Fax:

www.assurancedimensions.com

TECHNOLOGIES, INC.

Balance Sheet

of December 31, 2019 and 2018

December 31, 2019

December 31, 2018

Consolidated Balance Sheets

As of December 31, 2020 and 2019

Current Assets

Prepaid Expenses

Receivable - related party

Receivable - related party, net

Total Current Assets

Property & equipment, net

Total other assets, net of reserve

Liabilities & Stockholders’

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Accrued expenses - related parties

Accrued interest payable (includes related parties interest of $188,267)

Accrued interest payable (includes related parties interest of $562,890 and $188,267 respectively)

Notes payable and convertible notes payable

Notes payable - related parties (Net of debt discount of $13,153 and $107,880 respectively)

Derivative liability –

convertible notes

Total Current Liabilities

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Common stock 500,000,000 shares authorized, par value $0.0001, 335,268,075 and 296,648,677

outstanding at December 31, 2019 and 2018, respectively.

Class B shares eliminated by vote at shareholders meeting on

outstanding at December 31, 2020 and 2019, respectively Class B shares eliminated by vote at shareholders meeting on

December 11, 2019.

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Total Stockholders’

Total Liabilities & Stockholders’

Total Liabilities & Stockholder’s Deficit

accompanying notes are an integral part of these consolidated financial statements.

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Operating loss

Other income / (expense)

Loss on change in fair value of derivative

Other income (expenses)

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

Interest expense

Settlement gain / (expense) - loan agreement

Net loss on settlement related to legal matters

Settlement gain/ (loss) - loan agreement

Gain on settlement of accounts payable

Loss on settlement related to legal matters

Convertible debt derivative expense

Reserve for equity method investment receivable

Other miscellaneous income

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Net loss per share

Basic and diluted net loss per shares

Weighted average shares

Basic and diluted net loss per share

Weighted average shares outstanding

Basic and diluted

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the years ended December 31, 2020 and 2019

Year ended December

Common Stock, par

value $0.0001

ended December 31, 2020

Common Stock, par value $0.0001

Number of shares

paid-in capital

Stock to be Issued

Subscription Receivable

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$ (6,889,485 )

Shares issued for Warrant conversions

Adjustment for incorrectly reported shares

Shares issued for cashless Warrant conversions

Shares issued for Loan Conversion

Shares issued for Promissory Note Fees

Shares issued with Promissory Notes

Common stock issued

Shares to be issued for Promissory Note Fees

Shares to be issued for Loan Conversion

Shares to be issued for stock-based compensation

Shares issued in Legal Settlements

Shares to be issued for settlement of accrued legal expenses

Shares issued for stock-based compensation

Shares issued for Private Placement

Par value adjustment

Net loss for the year ended December 31, 2020

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$ (8,844,210 )

ended December 31, 2018

Common Stock, par

value $0.0001

Number of shares

paid-in capital

Stock to be Issued

Subscription Receivable

Accumulated deficit

Balance, December 31, 2017

$ (23,623,602 )

Year ended December

Stock, par value $0.0001

December 31, 2018

$ (26,818,584 )

Shares issued from stock sales to accredited investors

Shares issued to settle shareholder obligations

Shares returned and cancelled for settlement

$ (4,689,396 )

Shares issued for services

Shares issued to settle shareholder disputes

Equity features embedded in debt issued

Net loss for the year ended December 31,

Balance, December 31, 2018

issued for Warrant conversions

for incorrectly reported shares

issued for Promissory Note Fees

to be issued for Promissory Note Fees

to be issued for Loan Conversion

to be issued for stock-based compensation

issued in Legal Settlements

issued for Private Placement

loss for the year ended December 31, 2019

December 31, 2019

$ (30,479,829 )

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the years ended December 31, 2020 and 2019

Year Ended December 31,

Cash Flows from Operating Activities:

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Amortization of debt discount

Net loss on legal settlements, net of cash payments

Accrued management fees

Derivative expense

Loss on legal settlements, net of cash payments

Stock based compensation

Gain in settlement of convertible note

(Gain)/loss on settlement of debt

Gain on settlement of accounts payable

Bad debt expense

Reserve for equity method investment receivable

Changes in operating assets and liabilities:

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Cash Flows from Financing Activities

Repayment of shareholder advances

Proceeds from notes payable - related parties

Proceeds from convertible notes payable

Payments on other notes payable

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Net Cash Provided by Financing Activities

Net (Decrease) Increase in Cash

Net Decrease in Cash

Cash Beginning of Year

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Supplemental Disclosure of Cash Flow Information:

Cash Paid during the period for interest

Cash Paid during the period for taxes

Cash Paid during the year for interest

Cash Paid during the year for taxes

Non-Cash investing and financing activities

Shares issued to settle shareholder obligations

New debt discount from convertible notes

Shares issued with promissory notes

Subscription receivables - warrants

Shares issued for promissory note fees

Shares issued for loan conversion (fair value $312,375)

Equity features (warrants) embedded in debt issued

Conversion of stockholder advances –

related parties

to notes payable

Loan conversion (fair value of shares issued $643,590

and $312,375)

Shares issued for settlement of accrued legal settlements

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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 that

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

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Concern Uncertainties

accompanying consolidated financial statements to this Annual Report on Form 10-K have been prepared on a going concern basis,

which contemplates realization of assets and the satisfaction of liabilities in the normal course of business.

As of December

31, 2019, we have an accumulated deficit of $30,479,829.

For the year ended December 31, 2019, we incurred a net loss of $3,661,245

and used $1,332,528 in net cash for operating activities.

In addition, we had a working capital deficiency of $6,364,485 as of

December 31, 2019.

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.

consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the

satisfaction of liabilities in the normal course of business.

As of December 31, 2020, we have an accumulated deficit of $33,021,801.

For the year ended December 31, 2020, we incurred a net loss of $2,541,972 and used $686,032 in net cash for operating activities.

In addition, we had a working capital deficiency of $8,844,210 as of December 31, 2020.

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.

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 consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might

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Reclassification

amounts for the current year ending December 2019 have been reclassified and are now shown in their own line descriptions on the

balance sheet as compared to the prior year, to properly reflect the balances in each category.

This includes the reclassification

of certain Accrued management fees in 2018 reclassified to Accrued expenses-related parties, Accounts payable and Accrued interest

payable for 2019.

the current year, the Company reclassified settlement amounts previously presented in the Balance Sheets as “Accounts payable”

to “Notes payable and convertible notes payable”

and cash payments made related to the settlement as a change in accrued

expenses in net cash used in operating activities to payments on other notes payable in net cash provided by financing activities.

For comparative purposes, the amounts in the prior year have been reclassified to conform to current year presentations .

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

adopted the guidance on January 1, 2018, its effective date.

The Company has not, to date, generated any revenues.

has not, to date, generated any revenues.

Method Investment

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

31, 2019, OPMGE had no material activity as of such date.

31, 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 $387,847 related to our advancing capital for certain of its capital expenditures.

The Company expects

to fully recover the receivable once OPMGE operations ramp up in 2020.

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 December 31, 2020.

preparation of 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.

valuation of share-based costs, and deferred tax valuation allowances.

Actual results could differ from such estimates.

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

Unless otherwise indicated, all references to “dollars”

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

There were no cash

equivalents at December 31, 2019 or December 31, 2018.

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

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

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Open tax years, subject to IRS examination include 2016 –

2020, with no corporate tax returns

filed for the years ending 2016 to 2020.

Loss Per Share, basic and diluted

the year ended December 2019, the basic loss per share was computed by dividing net loss available to common shareholders by the

weighted average number of common shares issued and outstanding.

Shares issuable upon the exercise of warrants (10,857,737), shares

convertible for debt (2,083,333) and shares outstanding but not yet issued (13,000,986) have been excluded as a common stock equivalent

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

the year ended December 2018, basic loss per share has been computed by dividing net loss available to common shareholders by

the weighted average number of common shares outstanding for the period.

Shares issuable upon the exercise of warrants (17,265,893)

the year ended December 31, 2020, the basic loss per share was computed by dividing net loss available to common shareholders

by the weighted average number of common shares issued and outstanding.

For the year ended December 31, 2020, shares issuable

upon the exercise of warrants (7,000,000), no shares convertible for debt and shares outstanding but not yet issued (537,762)

have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive.

the year ended December 2019, shares issuable upon the exercise of warrants (10,857,737), shares convertible for debt (2,083,333)

and shares outstanding but not yet issued (13,000,986) 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

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Company did not have any derivative liabilities as of December 31, 2020.

During the year ended December 31, 2020, the Company

entered into two convertible notes creating derivative liabilities which were converted into shares and settled during the year.

See Note 6 –

Other Notes Payable on page F-13

to our Financial Statements herein below for discussion regarding convertible notes payable and warrants.

Notes Payable and Convertible Notes Payable.

Value of Financial Instruments

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

change in the notes payable at fair value for the year ended December 31, 2019, is as follows:

December 31, 2019

change in the convertible notes payable derivative liabilities at fair value for the year ended December 31, 2020, is as follows:

Derivative Liabilities

change in the notes payable at fair value for the year ended December 31, 2018, is as follows:

change in the convertible notes payable derivative liabilities at fair value for the year ended December 31, 2019, is as follows:

December 31, 2019

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are summarized as follows:

Lives in Years

Range of Lives

Furniture and fixtures

2 unchanged sentences

TERM NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES

notes payable consisted of the following at December 31, 2019 and 2018;

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, shown net of debt discount of $107,880 and $90,619 (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)

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

December 31, 2020

December 31, 2019

Secured notes payable with related parties at 18% per annum related to the Mabert LLC as Agent Loan Agreement originally dated September 14, 2018 for up to $5,000,000 (as amended), shown net of debt discount of $13,153 and $107,880 (1)

Total notes payable related parties

Unsecured note payable at 4.5% per annum dated December 20, 2017 to a corporation, payable in two parts on January 8, 2018 and 2019 (3)

Unsecured convertible note payable at 4.0% per annum dated January 16, 2018 to a trust, payable January 16, 2020 (4)

Total term notes (net of discounts)

Promissory Note at 7.7% simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18%, with the principal amount due August 15, 2022 (4)

Settlement agreement to pay $5,000 per month for 60 monthly installments beginning March 2019.

Unsecured 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 (6)

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 (7)

Total notes 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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Mabert LLC is a Texas limited liability company, owned by Director

and stockholder, Kevin Jones, and his wife Christine Early (for each and all references herein forward, “Mabert”).

and stockholder, Kevin Jones, and his late wife Christine Early (for each and all references herein forward, “Mabert”).

Under the Loan Agreement, Mabert has loaned gross loan proceeds of $2,424,758 (excluding debt discount of $13,153, for a net $2,411,605

debt) through December 31, 2020.

Jones, and his wife have loaned $1,426,056 from inception through December 31,

Jones, and his late wife have loaned $1,751,324 from inception through December 31, 2020,

including $325,268 in the current year ended December 31, 2020.

The loan is fully secured, Mabert having filed a UCC-1 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

The loan is fully secured, Mabert having filed a UCC-1

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 year ended December 31, 2020, the Company issued an additional 787,403 shares

of Common Stock, as compared to the Company having issued 1,624,404 warrants as of December 31, 2018.

Pursuant to ACS 470, the

fair value attributable to a discount on the debt is $107,880 for the period ended December 31, 2019, and $90,619 for the year

this amount is amortized to interest expense on a straight-line basis over the terms of the loans.

of Common Stock related to these loans.

Pursuant to ACS 470, the fair value attributable to a discount on the debt is $27,429

for the period ended December 31, 2020, and $107,880 for the year ended 2019;

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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price of $0.076 per share for a total debt discount of $25,483, subject to standard Rule 144 restrictions.

March 31, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for

$101,823, at 18% interest per annum.

As a cost of the note, the Company agreed to issue 203,646 shares of its Common Stock at

a market price of $0.06 per share for a total debt discount of $10,901, subject to standard Rule 144 restrictions.

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.

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

for $95,352, at 18% interest per annum.

As a cost of the note, the Company agreed to issue 190,704 shares of its Common Stock

at a market price of $0.02 per share for a total debt discount of $2,795, subject to standard Rule 144 restrictions.

August 28, 2020, the Company executed a Promissory Note under the Loan Agreement with Michael Wykrent, a Director and shareholder

for $10,000, at 18% interest per annum.

As a cost of the note, the Company agreed to issue 20,000 shares of its Common Stock at

a market price of $0.02 per share for a total debt discount of $293, subject to standard Rule 144 restrictions.

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

for $3,433, at 10% interest per annum.

As a cost of the note, the Company agreed to issue 6,867 shares of its Common Stock at

a market price of $0.02 per share for a total debt discount of $101, subject to standard Rule 144 restrictions.

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

$5,000, at 10% interest per annum.

As a cost of the note, the Company agreed to issue 10,000 shares of its Common Stock at a market

price of $0.02 per share for a total debt discount of $147, subject to standard Rule 144 restrictions.

of the individual Promissory Notes have one-year terms, automatically renewable, unless an individual lender notifies Mabert within

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Note, effective November 13, 2017, the effective date of the original note.

The new Promissory Note has a maturity date of March

1, 2020 and provides for four equal payments of principal through such date, and 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

The balance reflected in this Note 5 is the balance remaining as of year ending December 2019.

The new Promissory Note had a maturity date of March

1, 2020 and provided for four equal payments of principal through such date, plus accrued interest at 10% upon maturity.

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

See Note 11 –

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

See Note 6 below .

On January 16, 2018, the Company issued a convertible promissory note for $150,000, prior shown net a $6,000 principal payment

This loan was in default for breach of payment through the period ending June 30, 2019.

By its terms, the interest

payable increased to 18% per annum on April 1, 2018.

On July 24, 2019, the holder noticed the Company of its intent to convert

and the note was converted to 3,906,610 shares of Class A common stock.

OTHER NOTES PAYABLE

Company issued a $166,667 convertible promissory note bearing interest at 4.50% per annum to an accredited investor, payable in

equal installments of $6,000 commencing February 1, 2018 plus interest at rate of 4% per annum on December 20, 2018 and $80,000

plus accrued interest on December 20, 2019.

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 $86,667 payment and 1,000,000 shares for the $80,000 payment).

As of December 20, 2018, a material event of default occurred

for breach of payment.

The holder has the right to convert and has indicated that it might convert under settlement discussions

unrelated to the note.

What changed 10-K

Item 9A. Controls and Procedures