What changed in this filing

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Item 1A. Risk Factors

2022-04-11 compared with 2021-04-14 · 297 added, 333 removed, 89 unchanged (88% of the section changed)

Related to our Business and Operations

may not be able to raise the additional capital necessary to execute our business strategy, which includes the production, sale

and/or licensing of our proprietary GTL technology solutions to oil and gas operators in the United States and elsewhere.

may not be able to raise the additional capital necessary to execute our business strategy, which includes the production, sale and/or

licensing of our proprietary GTL technology solutions to oil and gas operators in the United States and elsewhere.

ability to successfully execute the production, sale, or licensing of our GTL technology may depend on our ability to raise additional

debt or equity capital.

Our ability to raise additional capital is uncertain and dependent upon numerous factors beyond our control

including, but not limited to, general economic conditions, regulatory factors, reduced retail sales, increased taxation, reductions

in consumer confidence, changes in levels of consumer spending, changes in preferences in how consumers pay for goods and services,

weak housing markets and availability or lack of availability of credit.

If we are unable to obtain additional capital, or if

the terms thereof are too costly, we may be unable to successfully execute our business strategy.

Our ability to raise additional capital is uncertain and dependent upon numerous factors beyond our control including,

but not limited to, general economic conditions, regulatory factors, reduced retail sales, increased taxation, reductions in consumer

confidence, changes in levels of consumer spending, changes in preferences in how consumers pay for goods and services, weak housing

markets and availability or lack of availability of credit.

If we are unable to obtain additional capital, or if the terms thereof are

too costly, we may be unable to successfully execute our business strategy.

limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

are a development-stage company and have a limited operating history upon which you can evaluate our business and prospects.

have yet to develop sufficient experience regarding actual revenues to be received from our GTL technology.

You must consider

the risks and uncertainties frequently encountered by early-stage companies in new and evolving markets.

If we are unsuccessful

in addressing these risks and uncertainties, our business, results of operations, and financial condition will be materially and

adversely affected.

The risks and difficulties we face include challenges in accurate financial planning as a result of limited

historical data and the uncertainties resulting from a relatively limited period in which to implement and evaluate our business

strategies as compared to older companies with longer operating histories.

yet to develop sufficient experience regarding actual revenues to be received from our GTL technology.

You must consider the risks and

uncertainties frequently encountered by early-stage companies in new and evolving markets.

If we are unsuccessful in addressing these

risks and uncertainties, our business, results of operations, and financial condition will be materially and adversely affected.

risks and difficulties we face include challenges in accurate financial planning as a result of limited historical data and the uncertainties

resulting from a relatively limited period in which to implement and evaluate our business strategies as compared to older companies

with longer operating histories.

have historically incurred losses.

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We have incurred significant operating losses since inception.

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

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

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

including successfully marketing our GTL Technology to our customers and complying with possible regulations.

of our ability to establish revenues, achieve profitability and create positive cash flows from operations will depend on the

completion of third-party engineering certification and subsequent successful introduction of our proprietary GTL technology.

Our prospective customers will not use our GTL technology unless they determine that the economic benefits provided by our GTL

solution is greater than those available from competing technologies and providers.

Even if the advantages derived from our proprietary

GTL technology are well-established, prospective customers may elect not to use our GTL technology.

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

We will require

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

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

successfully marketing our GTL Technology to our customers and complying with possible regulations.

of our ability to establish revenues, achieve profitability and create positive cash flows from operations will depend on the completion

of third-party engineering certification and subsequent successful introduction of our proprietary GTL technology.

Our prospective customers

will not use our GTL technology unless they determine that the economic benefits provided by our GTL solution is greater than those available

from competing technologies and providers.

Even if the advantages derived from our proprietary GTL technology are well-established, prospective

customers may elect not to use our GTL technology.

addition, as this is a new technology and GTL processing method, we may be required to undertake time-consuming and costly additional

development activities and seek regulatory clearance or approval for such new GTL technology.

Such costs are not known by us as

of the date of this report.

the completion of the development and commercialization of our GTL technology remains subject to all the risks associated with

the commercialization of any new GTL processing system with production based on innovative technologies, including unanticipated

technical or other problems, manufacturing difficulties, and the possible insufficiency of the funds allocated for the completion

of such development.

may encounter substantial competition in our industry and a failure to compete effectively may adversely affect our ability to

generate revenue.

expect that we will be required to continue to invest in product development and efficiency improvements to compete effectively

in our markets.

Our competitors could potentially develop a similar or more efficient GTL product or undertake more aggressive

and costly marketing campaigns than ours, which may adversely affect our sales and marketing strategies and could have a material

adverse effect on our business, results of operations, and financial condition.

Important factors affecting our ability to compete

successfully include:

Such costs are not known by us as of the

date of this report.

the completion of the development and commercialization of our GTL technology remains subject to all the risks associated with the commercialization

of any new GTL processing system with production based on innovative technologies, including unanticipated technical or other problems,

manufacturing difficulties, and the possible insufficiency of the funds allocated for the completion of such development.

may encounter substantial competition in our industry and a failure to compete effectively may adversely affect our ability to generate

expect that we will be required to continue to invest in product development and efficiency improvements to compete effectively in our

Our competitors could potentially develop a similar or more efficient GTL product or undertake more aggressive and costly marketing

campaigns than ours, which may adversely affect our sales and marketing strategies and could have a material adverse effect on our business,

results of operations, and financial condition.

Important factors affecting our ability to compete successfully include:

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

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and aggressive pricing methodologies

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

of blendstock for existing large refinery operations, we may be unable to compete successfully against such competition.

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

blend stock for existing large refinery operations, we may be unable to compete successfully against such competition.

Our potential

competitors may have greater human and financial resources than we do at any given time, and there is significant competition

for experienced personnel and financial capital in the oil and gas industry.

Therefore, it can be difficult for smaller companies

such as ours to attract the personnel and related investment for our various business activities needed to succeed.

give any assurances that we will be able to successfully compete for such personnel and capital funds.

Without adequate financial

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

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

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

competitors may have greater human and financial resources than we do at any given time, and there is significant competition for experienced

personnel and financial capital in the oil and gas industry.

Therefore, it can be difficult for smaller companies such as ours to attract

the personnel and related investment for our various business activities needed to succeed.

We cannot give any assurances that we will

be able to successfully compete for such personnel and capital funds.

Without adequate financial resources, our management cannot be

certain that we will be able to compete successfully in our operations.

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

ability to successfully monetize the intellectual property it owns.

of December 31, 2021, we own United States Patents Nos.

8,574,501 B1, originally issued November 5, 2013 and 8,795,597 B2, issued

August 5, 2014, covering our GTL conversion technology for the purpose of converting natural gas to clean synthetic fuels in a

small-plant and mobile application.

8,574,501 B1, originally issued November 5, 2013 and 8,795,597 B2, issued August

5, 2014, covering our GTL conversion technology for the purpose of converting natural gas to clean synthetic fuels in a small-plant and

mobile application.

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

Patent 10,633,594 B1 for syngas generation

for gas-to-liquid fuel conversion.

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

related to various components and processes involving our proprietary GTL methods, which when granted, will further complement

our existing portfolio of issued patents and pending patent applications.

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

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

fuel conversion.

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

and processes involving our proprietary GTL methods, which when granted, will further complement our existing portfolio of issued patents

and pending patent applications.

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

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

The newly issued patent extends the methods and

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

10,633,594, the company’s third

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

to generate carbon monoxide along with unreacted methane and steam.

The carbon monoxide, unreacted methane, and steam then enter

the catalyst chamber where these components react to generate syngas.

The pressure inside the reaction vessel is controlled at

no higher than 5 psig.

The newly issued patent extends the methods and details

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

10,633,594, the company’s third patent.

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

carbon monoxide along with unreacted methane and steam.

The carbon monoxide, unreacted methane, and steam then enter the catalyst chamber

where these components react to generate syngas.

The pressure inside the reaction vessel is controlled at no higher than 5 psig.

term of each patent under U.S.

law is 21 years.

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

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

by us, in which case their useful lives

may be extended.

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

therefore may expire at their respective terms.

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

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

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

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

unless they are modified with “improvements to the current art” by us, in which case their useful lives may be extended.

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

their respective terms.

Alternatively, a patent’s term may be shortened if a patent is terminally disclaimed (litigated) over a

commonly owned patent or a patent naming a common inventor has an earlier expiration date.

There is no certainty that we will be able

to successfully defend our patents if such claims are made, and they may expire prior to their respective terms.

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

contract our manufacturing production with a heavy equipment fabricator in Texas that has worked with us for several years and

specializes in the type of base refractory equipment we use in our proprietary G-Reformer based GTL processes.

Accordingly, they

have developed certain manufacturing expertise specifically related to our equipment which may be hard to replicate with a new

manufacturer if they go out-of-business or end manufacturing for us for any reason.

While there are similar manufacturers elsewhere

in the United States and overseas, they will take an unknown additional amount of time to gain the expertise necessary to produce

our proprietary refractory equipment, or may not be able to gain such expertise at all, limiting our production and related revenue

contract our manufacturing production with a heavy equipment fabricator in Texas that has worked with us for several years and specializes

in the type of base refractory equipment we use in our proprietary G-Reformer based GTL processes.

Accordingly, they have developed certain

manufacturing expertise specifically related to our equipment which may be hard to replicate with a new manufacturer if they go out-of-business

or end manufacturing for us for any reason.

While there are similar manufacturers elsewhere in the United States and overseas, they will

take an unknown additional amount of time to gain the expertise necessary to produce our proprietary refractory equipment, or may not

be able to gain such expertise at all, limiting our production and related revenue capability.

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

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

board of directors (our “

Board of Directors ”).

We use outside consultants to support and perform the majority

of the engineering and production work on our GTL technology.

We have also contracted with consultants to provide financial reporting

and governance support.

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

we may not be able to replace them easily or at all, and our business may be disrupted, along with our financial condition, such

that our results of operations may be materially and adversely affected.

In addition, if the competition for senior management

and senior officers in our industry is intense, the pool of qualified candidates is limited, and we may not be able to retain

the services of our senior executives, key personnel, or consultants or attract and retain high-quality personnel in the future.

Such failure could materially and adversely affect our future growth and financial condition, and the loss of one or more of these

key personnel could negatively impact our business and operations.

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

directors (our “ Board of Directors ”).

We use outside consultants to support and perform the majority of the engineering

and production work on our GTL technology.

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

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

not be able to replace them easily or at all, and our business may be disrupted, along with our financial condition, such that our results

of operations may be materially and adversely affected.

In addition, if the competition for senior management and senior officers in

our industry is intense, the pool of qualified candidates is limited, and we may not be able to retain the services of our senior executives,

key personnel, or consultants or attract and retain high-quality personnel in the future.

Such failure could materially and adversely

affect our future growth and financial condition, and the loss of one or more of these key personnel could negatively impact our business

and operations.

our research and development agreements with UTA are terminated, we may lose access to certain of the scientists that were instrumental

in developing our technology.

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

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

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

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

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

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

gas into liquid fuels.

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

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

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

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

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

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

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

If we or UTA were to terminate

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

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

down our future commercialization and financing efforts.

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

price could decline substantially.

quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors,

the trading price of our Common Stock could decline.

Some of the important factors that could cause our revenue and operating

results to fluctuate from quarter to quarter include:

If we or UTA were to terminate our relationship for some extenuating

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

There is no assurance that we would be

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

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

decline substantially.

quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the

trading price of our Common Stock could decline.

Some of the important factors that could cause our revenue and operating results to

fluctuate from quarter to quarter include:

limited operating history;

limited scope of our sales and marketing efforts;

ability to attract new customers, satisfy our customers’

requirements, and retain customers;

ability to attract new customers, satisfy our customers’ requirements, and retain customers;

economic conditions;

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laws imposing additional duties, obligations, and liabilities on management and directors.

Due to these perceived risks, directors

and management are also becoming increasingly concerned with the availability of directors’

and officers’

insurance to timely pay the costs incurred in defending such claims.

We currently carry directors’

and officers’

insurance, but directors’

and officers’

liability insurance has recently become much more expensive and difficult

If we are unable to continue or provide liability insurance at affordable rates or at all, it may become increasingly

more difficult to attract and retain qualified outside directors to serve on our board of directors.

may lose potential independent board members and management candidates to other companies that have greater directors’

officers’

liability insurance to insure them from liability or to companies that have revenues or have received greater

funding to date which can offer more lucrative compensation packages.

The fees of directors are also rising in response to their

increased duties, obligations and liabilities as well as increased exposure to such risks.

As a company with limited operating

history and resources, we will have a more difficult time attracting and retaining management and outside independent directors

than a more established company due to these enhanced duties, obligations and liabilities.

Due to these perceived risks, directors and

management are also becoming increasingly concerned with the availability of directors’ and officers’ liability insurance

to timely pay the costs incurred in defending such claims.

We currently carry directors’ and officers’ liability insurance,

but directors’ and officers’ liability insurance has recently become much more expensive and difficult to obtain.

unable to continue or provide liability insurance at affordable rates or at all, it may become increasingly more difficult to attract

and retain qualified outside directors to serve on our board of directors.

may lose potential independent board members and management candidates to other companies that have greater directors’ and officers’

liability insurance to insure them from liability or to companies that have revenues or have received greater funding to date which can

offer more lucrative compensation packages.

The fees of directors are also rising in response to their increased duties, obligations

and liabilities as well as increased exposure to such risks.

As a company with limited operating history and resources, we will have

a more difficult time attracting and retaining management and outside independent directors than a more established company due to these

enhanced duties, obligations and liabilities.

future success relies upon our proprietary GTL Technology.

We may not have the resources to enforce our proprietary rights through

litigation or otherwise.

The loss of exclusive right to our GTL Technology could have a material adverse effect on our business,

financial condition and results of operations.

We may not have the resources to enforce our proprietary rights through litigation

or otherwise.

The loss of exclusive right to our GTL Technology could have a material adverse effect on our business, financial condition

and results of operations.

believe that our GTL technology does not infringe upon the valid intellectual property rights of others.

Even so, third parties

may still assert infringement claims against us.

If infringement claims are brought against us, we may not have the financial

resources to defend against such claims or prevent an adverse judgment against us.

In the event of an unfavorable ruling on any

such claim, a license or similar agreement to utilize the intellectual property rights related to the GTL technology in question,

which we rely on in the conduct of our business, may not be available to us on reasonable terms, if terms are offered at all.

Even so, third parties may still

assert infringement claims against us.

If infringement claims are brought against us, we may not have the financial resources to defend

against such claims or prevent an adverse judgment against us.

In the event of an unfavorable ruling on any such claim, a license or

similar agreement to utilize the intellectual property rights related to the GTL technology in question, which we rely on in the conduct

of our business, may not be available to us on reasonable terms, if terms are offered at all.

ability to obtain field-related operating hazards insurance may be constrained by our limited operational history.

oil and natural gas business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure,

abnormally-pressured formations, and environmental hazards such as oil spills, natural gas leaks, ruptures or discharges of toxic

If any of these events should occur at our joint venture plant location, or at any future customer sites (none exist today),

we could incur legal defense costs and could suffer substantial losses due to injury or loss of life, severe damage to or destruction

of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation

and penalties, and suspension of operations.

Such inability to defend ourselves or suffer catastrophic financial losses could

cause us to cease operations and/or declare bankruptcy.

JV partner, OPMGE carries General Liability and Premises insurance.

In the event we should have operations on future customer

sites, we plan to carry comprehensive general liability insurance will further provide workers’

compensation insurance coverage

to employees in all states in which we will operate.

While these policies are customary in the industry, they do not provide complete

coverage against all operating risks, and as a small operator, we may not be able to obtain sufficient coverage.

our insurance may not cover penalties or fines that may be assessed by a governmental authority.

A loss not fully covered by insurance

could have a material adverse effect on our financial position, results of operations and cash flows, causing us to cease business

Our insurance coverage may not be sufficient to cover every claim made against us or may not be commercially available

for purchase in the future.

abnormally-pressured formations, and environmental hazards such as oil spills, natural gas leaks, ruptures or discharges of toxic gases.

If any of these events should occur at our joint venture plant location, or at any future customer sites (none exist today), we could

incur legal defense costs and could suffer substantial losses due to injury or loss of life, severe damage to or destruction of property,

natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties,

and suspension of operations.

Such inability to defend ourselves or suffer catastrophic financial losses could cause us to cease operations

and/or declare bankruptcy.

GTL Technology is subject to the changing of applicable U.S.

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business is particularly subject to federal and state laws and regulations with respect to the oil and gas and mining industries.

Our success depends in part on our ability to anticipate, navigate and respond to any changes that might occur.

Due to our currently

limited financial resources, we might not be able to respond to unanticipated changes, should they occur and impact our operations,

and therefore have to cease operations.

success depends in part on our ability to anticipate, navigate and respond to any changes that might occur.

Due to our currently limited

financial resources, we might not be able to respond to unanticipated changes, should they occur and impact our operations, and therefore

have to cease operations.

of terrorism, responses to acts of terrorism and acts of war may impact our business and our ability to raise capital.

acts of war or terrorism, national or international responses to such acts, and measures taken to prevent such acts may harm our

ability to raise capital or our ability to operate, especially to the extent we depend upon activities conducted in foreign countries.

In addition, the threat of future terrorist acts or acts of war may have effects on the general economy or on our business that

are difficult to predict.

We are not insured against damage or interruption of our business caused by terrorist acts or acts of

war, and thus, our financial operations may be materially impacted by such events.

acts of war or terrorism, national or international responses to such acts, and measures taken to prevent such acts may harm our ability

to raise capital or our ability to operate, especially to the extent we depend upon activities conducted in foreign countries.

the threat of future terrorist acts or acts of war may have effects on the general economy or on our business that are difficult to predict.

We are not insured against damage or interruption of our business caused by terrorist acts or acts of war, and thus, our financial operations

may be materially impacted by such events.

massive and currently unknown short- and long-term economic impacts of COVID-19 may impact our business and ability to raise capital.

and its current extraordinary impact on the world economy has reduced oil consumption globally, decreasing crude oil prices, to

levels not seen since the early 1980’s.

The economics of GTL conversion rely in part on the arbitrage between oil and natural

gas prices, with economic models for many producers, including our own models, using a range of $30-60/bbl (for WTI or Brent Crude

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

to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings

and the like.

The Company continues to monitor the impact of the COVID-19 outbreak closely.

The extent to which the COVID-19 outbreak

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

and its current extraordinary impact on the world economy has reduced oil consumption globally, decreasing crude oil prices, to levels

not seen since the early 1980’s.

The economics of GTL conversion rely in part on the arbitrage between oil and natural gas prices,

with economic models for many producers, including our own models, using a range of $30-60/bbl (for WTI or Brent Crude as listed daily

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

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.

continues to monitor the impact of the COVID-19 outbreak closely.

The extent to which the COVID-19 outbreak will impact our operations, and/or ability to obtain financing or future financial results is uncertain.

may fail to establish and maintain strategic relationships.

believe that establishing strategic industry partnerships and natural gas producer customer relationships will greatly benefit

the growth of our business and the deployment of our GTL technology.

To further such relationships, we have and will continue

to seek out and enter into strategic alliances, joint ventures, and similar production relationships, including similar to those

announced during the 2019 with INFRA Technologies, OPMGE and the ongoing relationship with UTA.

We continue to seek out and have

discussions with potential gas producer on both a customer and financing basis.

However, we may not be able to maintain our current

or enter into new strategic partnerships on commercially reasonable terms, or at all, and may not be able to create financial

believe that establishing strategic industry partnerships and natural gas producer customer relationships will greatly benefit the growth

of our business and the deployment of our GTL technology.

To further such relationships, we have and will continue to seek out and enter

into strategic alliances, joint ventures, and similar production relationships, including similar to those announced during the 2019

with INFRA Technologies, OPMGE and the ongoing relationship with UTA.

Our affiliation with OPMGE was terminated.

We continue to

seek out and have discussions with potential gas producer on both a customer and financing basis.

However, we may not be able to maintain

our current or enter into new strategic partnerships on commercially reasonable terms, or at all, and may not be able to create financial

or customer relationships with natural gas producers.

Even if we enter new natural gas producer relationships, such financial

partners and/or customers may not have sufficient production of location based natural gas to provide profitable revenues or otherwise

prove advantageous to our business.

Our inability to enter into such new relationships or strategic alliances could have a material

and adverse effect on our business.

Even if we enter new natural gas producer relationships, such financial partners

and/or customers may not have sufficient production of location based natural gas to provide profitable revenues or otherwise prove advantageous

to our business.

Our inability to enter into such new relationships or strategic alliances could have a material and adverse effect on

our business.

Relating to Our Mining Properties

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may need to raise additional capital.

If we are unable to raise additional capital, our business may fail, or our operating results

and our share price may be materially adversely affected.

If we are unable to raise additional capital, our business may fail, or our operating results and

our share price may be materially adversely affected.

we have no record of profitable operations, we need to secure adequate funding on an ongoing basis.

If we are unable to obtain

adequate funding, we may not be able to successfully develop and market our GTL technology and our business will likely fail.

We have limited commitments for financing.

To secure additional financing, we may need to borrow money or sell more securities,

which may reduce the value of our outstanding securities.

We may be unable to secure additional financing on favorable terms,

If we are unable to obtain adequate

funding, we may not be able to successfully develop and market our GTL technology and our business will likely fail.

We have limited

commitments for financing.

To secure additional financing, we may need to borrow money or sell more securities, which may reduce the

value of our outstanding securities.

We may be unable to secure additional financing on favorable terms, or at all.

additional shares of Common Stock, either privately or publicly, would dilute the equity interests of our Shareholders.

borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility.

we are unable to obtain adequate financing, we may have to curtail business operations, which would have a material negative effect

on operating results and most likely result in a lower price per share of Common Stock.

of additional Common Stock in exchange for services or to repay debt would dilute Shareholders’

proportionate ownership

and voting rights and could have a negative impact on the market price of our Common Stock.

money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility.

If we are unable

to obtain adequate financing, we may have to curtail business operations, which would have a material negative effect on operating results

and most likely result in a lower price per share of Common Stock.

of additional Common Stock in exchange for services or to repay debt would dilute Shareholders’ proportionate ownership and voting

rights and could have a negative impact on the market price of our Common Stock.

Board of Directors has previously and may continue to issue shares of our Common Stock to pay for debt or services rendered, without

further approval by our Shareholders, based upon such factors as our Board of Directors may deem relevant in its sole discretion.

It is likely that that we will issue additional securities to pay for services and reduce debt in the future.

Such issuances may

lower the market price of our stock and decrease our ability to raise additional equity funding for working or investment capital

as may be needed at a later time.

though our shares of Common Stock are publicly traded, an investor’s shares may not be “free-trading”

and investors

may be unable to sell their shares of Common Stock at or above their purchase price, which may result in substantial losses to

the investor.

should understand that their shares of our Common Stock are not “free-trading”

merely because we are a publicly traded

Shares bought from the Company or received for services rendered or in conjunction with the issuance of debt require

different holding periods, thereby creating a potential lack of liquidity and inability to sell such shares timely for any investor.

In order for our shares of Common Stock to become “free-trading,”

the offer and sale of shares of our Common Stock

must either be registered pursuant to a registration statement under the Securities Act of 1933, as amended (the “

Act ”), or be entitled to an exemption from registration under federal and state securities laws, after being held for

statutory mandated periods.

addition, an investor has no assurance that our stock price will rise after purchase or receipt in any manner, as our stock has

shown significant volatility over the life of the Company.

The following factors may add to the volatility in the price of our

Common Stock in the future:

is likely that that we will issue additional securities to pay for services and reduce debt in the future.

Such issuances may lower the

market price of our stock and decrease our ability to raise additional equity funding for working or investment capital as may be needed

at a later time.

though our shares of Common Stock are publicly traded, an investor’s shares may not be “free-trading” and investors

may be unable to sell their shares of Common Stock at or above their purchase price, which may result in substantial losses to the investor.

should understand that their shares of our Common Stock are not “free-trading” merely because we are a publicly traded company.

Shares bought from the Company or received for services rendered or in conjunction with the issuance of debt require different holding

periods, thereby creating a potential lack of liquidity and inability to sell such shares timely for any investor.

In order for our shares

of Common Stock to become “free-trading,” the offer and sale of shares of our Common Stock must either be registered pursuant

to a registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”), or be entitled to

an exemption from registration under federal and state securities laws, after being held for statutory mandated periods.

addition, an investor has no assurance that our stock price will rise after purchase or receipt in any manner, as our stock has shown

significant volatility over the life of the Company.

The following factors may add to the volatility in the price of our Common Stock

in the future:

(i) actual or anticipated variations in our quarterly or annual operating results;

(ii) government

(iii) announcements of significant acquisitions, strategic partnerships or joint ventures;

(ii) government regulations;

announcements of significant acquisitions, strategic partnerships or joint ventures;

(iv) our capital commitments;

(v) additional dilutive stock issuances, and (vi) additions or departures of key personnel.

Many of these factors are beyond our

control and may decrease the market price of our Common Stock, regardless of our operating performance.

We cannot make any predictions

or projections as to what the prevailing market price for our Common Stock will be at any time, including as to whether our Common

Stock will sustain the current market price, or as to what effect the sale of shares of Common Stock or the availability of shares

of Common Stock for sale at any time will have on the prevailing market price.

(v) additional dilutive

stock issuances, and (vi) additions or departures of key personnel.

Many of these factors are beyond our control and may decrease the

market price of our Common Stock, regardless of our operating performance.

We cannot make any predictions or projections as to what the

prevailing market price for our Common Stock will be at any time, including as to whether our Common Stock will sustain the current market

price, or as to what effect the sale of shares of Common Stock or the availability of shares of Common Stock for sale at any time will

have on the prevailing market price.

we fail to remain current in our reporting requirements, we could be removed from the OTCQB marketplace, operated by the OTC Markets

(the “OTCMG”), which would limit the ability of broker-dealers to sell our securities and the ability

of Shareholders to easily sell their securities in the secondary market.

(the “OTCMG”), which would limit the ability of broker-dealers to sell our securities and the ability of Shareholders

to easily sell their securities in the secondary market.

trading on the OTCQB must:

(i) be reporting issuers under Section 12 of the Exchange Act of 1934, as amended (the “

Act ”);

(i) be reporting issuers under Section 12 of the Exchange Act of 1934, as amended (the “ Exchange

(ii) must be current in their reports under Section 13 of the Exchange Act;

and must pay an annual fee to OTCQB,

to maintain electronic price quotation privileges on the OTCQB.

and must pay an annual fee to OTCQB, to

maintain electronic price quotation privileges on the OTCQB.

If we fail to remain current in our Exchange Act reporting requirements,

we could be removed from the OTCQB and be forced to be traded on the Pink Sheets, which requires a more challenging stock purchase

we could be removed from the OTCQB and be forced to be traded on the Pink Sheets, which requires a more challenging stock purchase process.

The OTCQB is recognized by the SEC as an established public market.

This platform enables companies to provide current

public information that investors use to analyze, value and trade a security.

The OTC Pink Sheets is the lowest and most speculative

tier of the three marketplaces for the trading of over-the-counter stocks.

Companies traded on OTC Pink are not held to any particular

disclosure requirements or financial standards, and due to the wide variety of companies listed on OTC Pink, including dark companies,

delinquent companies and worse, they recommend only sophisticated investors with a high risk tolerance should consider it.

This platform enables companies to provide current public information

that investors use to analyze, value and trade a security.

The OTC Pink Sheets is the lowest and most speculative tier of the three marketplaces

for the trading of over-the-counter stocks.

Companies traded on OTC Pink are not held to any particular disclosure requirements or financial

standards, and due to the wide variety of companies listed on OTC Pink, including dark companies, delinquent companies and worse, they

recommend only sophisticated investors with a high risk tolerance should consider it.

Sheet shares generally trade thinly and infrequently making it hard to buy or sell when the investor wants to complete a transaction.

In addition, trading in OTC Pink Sheet companies requires more paperwork because due the speculative nature of such stocks, the

Congress prohibited broker-dealers from effecting transactions in penny stocks unless they comply with the requirements of

Section 15(h) of the Exchange Act and the rules promulgated thereunder.

In addition, trading in OTC Pink Sheet companies requires more paperwork because due the speculative nature of such stocks, the U.S.

Congress prohibited broker-dealers from effecting transactions in penny stocks unless they comply with the requirements of Section 15(h)

of the Exchange Act and the rules promulgated thereunder.

SEC rules provide, among other things, that a broker-dealer must:

(i) approve the customer for the specific penny stock transaction

and receive from the customer a written agreement to the transaction;

(ii) furnish the customer a disclosure document describing

the risks of investing in penny stocks;

(i) approve the customer for the specific penny stock transaction and

receive from the customer a written agreement to the transaction;

(ii) furnish the customer a disclosure document describing the risks

of investing in penny stocks;

(iii) disclose to the customer the current market quotation, if any, for the penny stock;

and (iv) disclose to the customer the amount of compensation the firm and its broker will receive for the trade.

after executing the sale, a broker-dealer must send to its customer monthly account statements showing the market value of each

penny stock held in the customer’s account.

With the added inconvenience and cost for brokers, various large brokerage firms,

including Merrill Lynch, Capital One, Fidelity, E-Trade and even the new Robinhood, among others, have simply stopped providing

brokerage services for Pink Sheet stocks for new customers.

Accordingly, the market for our common stock would be significantly

diminished if we were forced to trade on the OTC Pink Sheets market exchange.

and (iv) disclose

to the customer the amount of compensation the firm and its broker will receive for the trade.

In addition, after executing the sale,

a broker-dealer must send to its customer monthly account statements showing the market value of each penny stock held in the customer’s

With the added inconvenience and cost for brokers, various large brokerage firms, including Merrill Lynch, Capital One, Fidelity,

E-Trade and even the new Robinhood, among others, have simply stopped providing brokerage services for Pink Sheet stocks for new customers.

Accordingly, the market for our common stock would be significantly diminished if we were forced to trade on the OTC Pink Sheets market

in the share price for our Common Stock may subject us to securities litigation.

is a limited market for the sale of shares of our Common Stock.

The market for our Common Stock is characterized by significant

price volatility when compared to seasoned issuers, and we expect that our Common Stock share prices will be more volatile than

a seasoned issuer for the indefinite future.

In the past, plaintiffs have often initiated securities class action litigation against

a company following periods of volatility in the market price of its securities.

In the future, we may be the target of similar

Securities litigation could result in substantial costs and liabilities and could divert management’s attention

and resources away from our daily operations, negatively impacting our financial results.

The market for our Common Stock is characterized by significant price

volatility when compared to seasoned issuers, and we expect that our Common Stock share prices will be more volatile than a seasoned

issuer for the indefinite future.

In the past, plaintiffs have often initiated securities class action litigation against a company following

periods of volatility in the market price of its securities.

In the future, we may be the target of similar litigation.

Securities litigation

could result in substantial costs and liabilities and could divert management’s attention and resources away from our daily operations,

negatively impacting our financial results.

do not intend to pay dividends on shares of our Common Stock.

have not paid any cash dividends on shares of our Common Stock since our inception and we do not anticipate that we will pay any

cash dividends in the foreseeable future.

Earnings, if any, that we may realize will be retained in the business for further development

and expansion.

have not paid any cash dividends on shares of our Common Stock since our inception and we do not anticipate that we will pay any cash

dividends in the foreseeable future.

Earnings, if any, that we may realize will be retained in the business for further development and

Furthermore, our ability to pay dividends may be restricted under our debt agreements.

1 unchanged sentence

have a substantial amount of indebtedness, which requires significant interest payments.

As of December 31, 2020, we had $5,558,801

of total accrued current liabilities and $3,298,272 of current debt (net of debt discounts totaling $13,153), bearing an average

cash interest of 17.8% per year when current and 18% default interest when any such loans are not current.

As of the date of this

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

due in July 2022.

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

As of December 31, 2021, we had $6,375,494 of

total accrued current liabilities and $3,571,931 of current debt (net of debt discounts totaling $8,742), bearing an average cash interest

of 17.8% per year when current and 18% default interest when any such loans are not current.

For more details on our indebtedness,

please see Notes 5 and 6 of our Financial Statements.

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

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

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

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

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

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

or general corporate purposes may be impacted;

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

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

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

our future operating performance, competitive developments and financial market conditions.

We are not able to control many of

these factors.

If industry and economic conditions deteriorate, our ability to raise debt or equity capital and/or cash flow may

be insufficient to allow us to pay principal and interest on our debt and meet our other obligations, which could cause us to

default on these obligations.

In particular, the Mabert loans maintain a UCC-1 security interest in all of the collateral of the

Company, including to our G-Reformer, technology and intellectual property (our patents, patents pending and licensed patents).

If Mabert exercises its rights and remedies due to defaults under our secured loan agreements, our business, financial condition,

and results of operations will be materially adversely affected.

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

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

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

future operating performance, competitive developments and financial market conditions.

We are not able to control many of these factors.

If industry and economic conditions deteriorate, our ability to raise debt or equity capital and/or cash flow may be insufficient to

allow us to pay principal and interest on our debt and meet our other obligations, which could cause us to default on these obligations.

In particular, the Mabert loans maintain a UCC-1 security interest in all of the collateral of the Company, including to our G-Reformer,

technology and intellectual property (our patents, patents pending and licensed patents).

If Mabert exercises its rights and remedies

due to defaults under our secured loan agreements, our business, financial condition, and results of operations will be materially adversely

market for penny stocks has suffered in recent years from patterns of fraud and abuse.

should be aware that, according to SEC Release No.

34-29093, the market for penny stocks has suffered in recent years from patterns

of fraud and abuse.

34-29093, the market for penny stocks has suffered in recent years from patterns of

fraud and abuse.

Such patterns include:

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

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

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

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

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

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

Although we do not expect to be in a position

to dictate the behavior of the market or of broker-dealers who participate in the penny stock market, the Company’s management

will strive to prevent the described patterns from being established with respect to our securities, as the occurrence of these

patterns or practices could increase the volatility of the price per share of our Common Stock and/or diminish stockholders ability

to trade our Common Stock.

to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material

adverse effect on our business and stock price.

404 of the Sarbanes-Oxley Act requires us to evaluate annually the effectiveness of our internal controls over financial reporting

as of the end of each fiscal year and to include a management report assessing the effectiveness of our internal controls over

financial reporting in our annual report.

If we fail to maintain the adequacy of our internal controls, we may not be able to

ensure that we can conclude, on an ongoing basis, that we have effective internal control over financial reporting in accordance

with Section 404 of the Sarbanes-Oxley Act.

we continue to dedicate resources and management time to ensuring that we have effective controls over financial reporting, failure

to achieve and maintain an effective internal control environment could have a material adverse effect on the market’s perception

Although we do not expect to be in a position to dictate

the behavior of the market or of broker-dealers who participate in the penny stock market, the Company’s management will strive

to prevent the described patterns from being established with respect to our securities, as the occurrence of these patterns or practices

could increase the volatility of the price per share of our Common Stock and/or diminish stockholders ability to trade our Common Stock.

to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse

effect on our business and stock price.

404 of the Sarbanes-Oxley Act requires us to evaluate annually the effectiveness of our internal controls over financial reporting as

of the end of each fiscal year and to include a management report assessing the effectiveness of our internal controls over financial

reporting in our annual report.

If we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can

conclude, on an ongoing basis, that we have effective internal control over financial reporting in accordance with Section 404 of the

Sarbanes-Oxley Act.

we continue to dedicate resources and management time to ensuring that we have effective controls over financial reporting, failure to

achieve and maintain an effective internal control environment could have a material adverse effect on the market’s perception

of our business and the price of our Common Stock.

Staff Comments.

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

What changed 10-K

Item 1A. Risk Factors