What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-05-14 compared with 2020-11-23 · 848 added, 1114 removed, 573 unchanged (77% of the section changed)

3 unchanged sentences

Prepaid Expenses

- related party, net

Receivable - related party, net

Total Current Assets

& equipment, net

& Stockholders’

Property & equipment, net

Liabilities & 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

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

Payable - Southwest Capital

Total Long Term

Commitments and contingencies

Accrued expenses - related parties

Accrued interest payable (includes related parties interest of $675,980

and $562,890 respectively)

Notes payable and convertible notes payable

Notes payable - related parties (Net of debt discount

of $11,625 and $13,153 respectively)

Total Current Liabilities

Total Liabilities

Commitments and contingencies (Note 10)

Stockholders’

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

Common stock 500,000,000 shares authorized, par value $0.0001, 336,468,075 and 335,268,075

outstanding at March 31, 2021 and December 31, 2020, respectively

Additional paid-in capital

4 unchanged sentences

(33,021,801 )

Stockholders’

Liabilities & Stockholders’

Total Stockholders’

Total Liabilities & Stockholder’s Deficit

accompanying notes to the condensed unaudited consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Operations

the three months and nine months ended September 30, 2020

and administrative

and development

the three months ended March 31, 2021 and 2020

Three Months Ended March

General and administrative

Research and development

Total Expense

Operating loss

Other income (expenses)

Gain / (loss) on

change in fair value of derivative

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

Interest expense

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 )

$ (2,616,976 )

Gain on settlement of accounts payable

Convertible debt derivative expense

Total other income / (expense)

Loss before income taxes

Provision for income taxes

Net loss per share

and diluted net loss per share

Basic and diluted net loss per

Weighted average shares outstanding

Basic and diluted

accompanying notes to the condensed unaudited consolidated financial statements.

TECHNOLOGIES, INC.

Consolidated Statement of Stockholders’

For the nine months ended September 30, 2020 and 2019

months ended September 30, 2020 (Unaudited)

par value $0.0001

Condensed Consolidated Statements of Changes in Stockholders’

For the three months ended March 31, 2021 and 2020

Months Ended March 31, 2021

Stock, par value $0.0001

Balance, December 31, 2020

Shares issued for cashless Warrant

Shares issued for Loan Conversion

Shares issued for Promissory Note Fees

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

Balance, March 31, 2020 (Unaudited)

Shares issued for Private Placement

Shares issued for settlement of accrued

legal expenses

Net loss for the three months ended

June 30, 2020

Balance, June 30, 2020 (Unaudited)

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

$ (33,021,801 )

$ (8,844,210 )

issued for Warrant conversions

loss for the three months ended March 31, 2019

March 31, 2019 (Unaudited)

Shares to be issued

for Promissory Note Fees

Shares to be issued

for consulting fees

Shares issued for Private

Net loss for the

three months ended March 31, 2021

Balance, March

$ (33,486,407 )

$ (9,261,802 )

for incorrectly reported shares

issued for Promissory Note Fees

loss for the three months ended June 30, 2019

June 30, 2019 (Unaudited)

months ended March 31, 2020

Stock, par value $0.0001

Balance, December 31, 2019

$ (30,479,829 )

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)

$ (6,889,485 )

Shares issued for cashless

Warrant conversions

Shares issued for Loan

Shares issued for Promissory

Shares to be issued

for Promissory Note Fees

Shares to be issued

for settlement of accrued legal expenses

Shares issued for stock-based

Shares issued for Private

Net loss for the

three months ended March 31, 2020

Balance, March

$ (31,042,578 )

accompanying notes to the condensed unaudited consolidated financial statements.

$ (7,349,730 )

See accompanying notes to the unaudited consolidated financial statements.

TECHNOLOGIES, INC.

Consolidated Statements of Cash Flows

the nine months ended September 30, 2020 and 2019

the three months ended March 31, 2021 and 2020

Three Months Ended

Cash Flows from Operating Activities:

$ (1,819,729 )

$ (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

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

Shares based consulting fees

Gain on settlement of accounts payable

Changes in operating assets and liabilities:

Prepaid expense

Prepaid expenses

Accrued expenses

related parties

Cash Used in Operating Activities

Accrued expenses - related parties

Accounts payable

Net Cash Used in Operating Activities

Cash flows from Investing Activities:

- related parties

Cash Used in Investing Activities

Receivable - related parties

Net Cash Used in Investing Activities

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

Net (Decrease) Increase

Proceeds from notes payable - related parties

Proceeds from convertible notes payable

Payments on other notes payable

Proceeds from sale of common stock

Stockholder advances (repayments), net

Net Cash Provided by Financing Activities

Net Decrease in Cash

Cash Beginning of Period

Cash End of Period

Supplemental Disclosure

of Cash Flow Information:

Cash Paid during

the period for interest

Paid during the period for taxes

Non-Cash investing

and financing activities

debt discount from convertible notes

receivables - warrants

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

Supplemental Disclosure of Cash Flow Information:

Cash Paid during the period for interest

Cash Paid during the period for taxes

Non-Cash investing and financing activities

Subscription receivables - warrants

Shares to be issued for promissory note fees

Shares issued from common stock to be issued

Shares issued for settlement of accrued legal

Conversion of stockholder advances –

related parties to notes payable

accompanying notes to the condensed unaudited consolidated financial statements.

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(“GIE”) which owns patents and

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

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

Based on a breakthrough

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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 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.

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.

2 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

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of Consolidation

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

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

Name of Entity

Incorporation

7 unchanged sentences

Concern Uncertainties

accompanying condensed unaudited consolidated financial statements to this Quarterly Report on Form 10-Q have been prepared on

The condensed unaudited 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 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

As of March 31, 2021, we have an accumulated deficit of $33,486,407.

For the three-months ended March 31, 2021, we had no revenue,

generated a net loss of $464,606 and used cash of $149,362 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.

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

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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.

accompanying 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

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

are as follows:

and Equipment

16 unchanged sentences

There were no long-lived

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

assets or impairment charges for the period ended March 31, 2021.

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

3 unchanged sentences

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

6 unchanged sentences

in OPMGE via the equity method of accounting.

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

At March 31, 2021, there was no change in the investment cost of $0.

2021, 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 $412,885 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.

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 the Company believes

are in their 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 March 31, 2021.

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

4 unchanged sentences

Such estimates include allowance for collectible receivables,

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

Actual results

could differ from such estimates.

derivative liability valuations 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 March 31, 2021 or December 31, 2020, respectively.

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

19 unchanged sentences

shares issued and outstanding for the period.

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.

For the three months ended March 31, 2021, shares issuable upon the exercise of

warrants (3,000,000), shares convertible for debt (2,083,333) and shares outstanding but not yet issued (923,630) have

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

three months ended March 30, 2020, shares issuable upon the exercise of warrants (8,000,000), shares convertible for debt (2,083,333)

and shares outstanding but not yet issued (1,204,711) have been excluded as a common stock equivalent in the diluted loss per

share because their effect would be anti-dilutive.

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

Company did not have any derivative liabilities as of March 31, 2021.

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.

Note 6 –

2018, 2019 and 2020 Convertible Promissory Notes.

Notes Payable and Convertible Notes Payable.

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

September 30, 2020 and December 31, 2019:

September 30, 2020 Derivative

March 31, 2021 and December 31, 2020:

March 31, 2021 Derivative Liabilities

December 31, 2020 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 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:

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

of and for the three months ended March 31, 2021, the Company did not have a derivative or derivative activity.

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

January 1,2020

on Settlement

December 31,2020

Derivative Liabilities

Based Compensation

Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires

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

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

Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that

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

31, 2021 and 2020, the Company did not have any outstanding stock options.

Concentration

1 unchanged sentence

instruments and related items, which potentially subject the Company to concentrations of credit risk consist primarily of cash.

The Company places its cash with high credit quality institutions.

At times, such deposits may be in excess of the FDIC insurance

limit of $250,000.

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

Company places its cash with high credit quality institutions.

At times, such deposits may be in excess of the FDIC insurance limit of

The Company did not have cash on deposit in excess of such limit on March 31, 2021 and December 31, 2020.

and Development

1 unchanged sentence

and Development (“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense

Under ASC 730-10, all research and development costs must be charged to expense as incurred.

Accordingly, internal research and development costs are expensed as incurred.

Third-party research and development

costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the

applicable agreement.

Company-sponsored research and development costs related to both present and future products are expensed

in the period incurred.

The Company incurred research and development expenses of $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.

Third-party research and development costs are expensed

when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement.

Company-sponsored

research and development costs related to both present and future products are expensed in the period incurred.

The Company incurred

research and development expenses of $30,000 and $0 during the periods ending March 31, 2021 and 2020, respectively.

of Common Stock

issuance of common stock for other than cash is recorded by the Company at market values based on the closing price of the stock

on the date of any such grant.

issuance of common stock for other than cash is recorded by the Company at market values based on the closing price of the stock on the

date of any such grant.

of New Accounting Standards

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

effect on the accompanying consolidated financial statements.

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.

PROPERTY, PLANT, AND EQUIPMENT

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

Range of Lives

March 31, 2021

December 31, 2020

Furniture and fixtures

Less accumulated depreciation

expense was $0 for the three months ended March 31, 2021 and 2020.

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES

notes payable, including notes payable to related parties consisted of the following at March 31, 2021 and December 31, 2020 respectively:

March 31, 2021

December 31, 2020

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 $11,625 and $13,153 (1)

Total notes payable related parties

Unsecured convertible note payable at 4.5% per annum dated December 20, 2017 to a corporation,

payable in two parts on January 8, 2018 and 2019 (2)

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 (3)

Settlement agreement to pay $5,000 per month for 60 monthly installments

beginning March 2019.

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

2 unchanged sentences

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 $2,567,692 (excluding a debt discount of $11,625, for a net

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

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

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.

$2,556,067 book debt) through March 31, 2021.

Jones, and his late wife have loaned $1,894,259 from inception through March

31, 2021, including $142,934 in the current period ended March 31, 2021.

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.

Pursuant to ACS 470, the fair value attributable to a discount on the debt is $11,625

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

As a cost of the note, the Company issued 50,000 shares of its Class A common stock at a market price of $0.05 per

share for a total debt discount of $2,500, subject to standard Rule 144 restrictions.

April 30, 2019, the Company executed a Promissory Note under the Loan Agreement with a financial institution for $225,000, at

18% interest per annum, advanced and guaranteed by Kevin Jones, a Director and shareholder.

As a cost of the note, the Company

issued 450,000 shares of its Class A common stock at a market price of $0.05 per share for a total debt discount of $22,500, subject

to standard Rule 144 restrictions.

May 31, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $300,000, at 18% interest

As a cost of the note, the Company issued 600,000 shares of its Class A common stock at a market price of $0.05 per

share for a total debt discount of $30,000, subject to standard Rule 144 restrictions.

June 10, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $50,000, at 12.5% interest

As a cost of the note, the Company issued 100,000 shares of its Class A common stock at a market price of $0.055 per

share for a total debt discount of $5,666, subject to standard Rule 144 restrictions.

August 4, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $30,000, at 10% interest

As a cost of the note, the Company issued 60,000 shares of its Class A common stock at a market price of $0.093 per

share for a total debt discount of $5,578, subject to standard Rule 144 restrictions.

September 30, 2019, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder

for $505,130, at 18% interest per annum.

As a cost of the note, the Company issued 1,010,260 shares of its Class A common stock

at a market price of $0.076 per share for a total debt discount of $77,054, subject to standard Rule 144 restrictions.

December 31, 2019, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder

for $167,058, at 18% interest per annum.

As a cost of the note, the Company issued 334,116 shares of its Common Stock at a market

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

for the three months ended March 31, 2021;

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

over the terms of the loans.

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.

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.

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.

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

$10,000 interest, due February 2018.

The Company defaulted on the note and Wildcat subsequently sued for breach of contract.

parties subsequently settled the dispute and the parties executed a new Promissory Note replacing the original Promissory Note,

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

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.

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.

January 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder

for $142,934, at 18% interest per annum.

As a cost of the note, the Company agreed to issue 285,868 shares of its Common Stock

at a market price of $0.03 per share for a total debt discount of $8,014, subject to standard Rule 144 restrictions.

shares of common stock are reported in common stock to be issued as of March 31, 2021, as they were not yet issued by the Company.

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 2021.

On December 20, 2017, the Company issued a convertible promissory

note for $166,667, fully payable by December 20, 2019.

This loan is in default for breach of payment.

By its terms, the cash interest

payable increased to 18% per annum on December 20, 2018 and continues at such rate until the default is cured or is paid at term.

See Note 6 –

Legal Matters.

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

This loan is in

default for breach of payment.

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

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

Notes Payable and Convertible Notes Payable.

On September 26, 2019, the Company entered into a Settlement

Agreement with Southwest Capital Funding Ltd.

Southwest ”),as part of the consideration for an agreed stipulated

judgement, we agreed to provide Southwest a Promissory Note in the amount of $525,000, providing for a three-year term, 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 at maturity.

Since the note was issued, two semiannual payments of interest have been paid.

The Company is

in default of its semiannual interest payment due on February 15, 2021, and thus has classified the note as a current liability.

See Note 6 –

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

the Company and PowerUp Lending Group, Ltd., a Virginia corporation (“PowerUp”), whereby PowerUp purchased, and the

Company sold, a one year Convertible Promissory Note, dated January 24, 2020, payable with interest of ten percent (10%) per annum,

by and between the Company and PowerUp (the “Note”), in exchange for a cash purchase price of $118,000.

The Note requires

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

balance due at term.

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

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.

Notes Payable and Convertible Notes Payable.

On March 6, 2019, the Company entered into Settlement Agreement

with Wildcat Consulting Group LLC (“Wildcat”), as settlement of a consulting agreement lawsuit the Company agreed

to pay Wildcat a total of $300,000, payable in sixty monthly installments of $5,000 per month beginning March 2019 and continuing

each month until the settlement is paid in full.

NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

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

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

Per the terms of the promissory

note, the holder has the right to convert the note into common stock of the Company at a conversion price of $0.08 per share for each

one dollar of cash payment which may be due (which would be 1,083,333 shares for the first $86,667 payment and 1,000,000 shares for the

second $80,000 installment payment, respectively).

As of December 20, 2018, a material event 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.

See Note 5 –

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,

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

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

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

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

As of December 20, 2018, a material event

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