What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-04-11 compared with 2021-04-14 · 43 added, 740 removed, 16 unchanged (98% of the section changed)

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

of our Common Stock are quoted on the OTCQB under the symbol “GWTI.”

The table below sets forth the high and low bid

prices for our common stock on the OTCQB as reported by various market makers.

The quotations reflect inter-dealer prices, without

retail mark-up, mark-down or commission, and may not reflect actual transactions.

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

of our Common Stock are quoted on the OTCQB under the symbol “GWTI.” The table below sets forth the high and low bid prices

for our common stock on the OTCQB as reported by various market makers.

The quotations reflect inter-dealer prices, without retail mark-up,

mark-down or commission, and may not reflect actual transactions.

2020 Quarter Ended:

8 unchanged sentences

December 31, 2021

of March 31, 2021, we had 336,468,075 shares of Common Stock outstanding.

of April 8, 2022, we had 357,626,000 shares of Common Stock outstanding.

Our shares of Common Stock are held by 542 Shareholders

The number of Shareholders of record was determined from the records of our transfer agent, Transfer Online, Inc.

Transfer Agent ”), and does not include beneficial owners of our Common Stock whose shares are held in the

names of various securities brokers, dealers, and registered clearing agencies.

The mailing address our Transfer Agent is 512

SE Salmon Street, 2 nd Floor, Portland, Oregon 97214, and its telephone number is (503) 227-2950.

have not paid or declared any dividends on our Common Stock, nor do we anticipate paying any cash dividends or other distributions

on our Common Stock in the foreseeable future.

Any future dividends will be declared at the discretion of our Board of Directors

and will depend, among other things, on (i) our earnings, if any, (ii) our financial requirements for future operations and growth,

and (iii) other facts as our Board of Directors may then deem appropriate.

(our “Transfer

Agent”), and does not include beneficial owners of our Common Stock whose shares are held in the names of various securities brokers,

dealers, and registered clearing agencies.

The mailing address our Transfer Agent is 512 SE Salmon Street, 2nd Floor, Portland, Oregon

97214, and its telephone number is (503) 227-2950.

have not paid or declared any dividends on our Common Stock, nor do we anticipate paying any cash dividends or other distributions on

our Common Stock in the foreseeable future.

Any future dividends will be declared at the discretion of our Board of Directors and will

depend, among other things, on (i) our earnings, if any, (ii) our financial requirements for future operations and growth, and (iii)

other facts as our Board of Directors may then deem appropriate.

Sales of Equity Securities

the year ended December 31, 2020, we issued 38,619,398 shares of the Company’s common stock, including 23,746,266 for shares

related to loan conversion, 2,044,017 shares of restricted common stock for costs related to Promissory Notes the Company executed

in 2020 in favor of Mabert LLC;

529,711 shares issued for settlement of accrued legal expenses;

7,000,000 shares for employee

stock compensation and 4,441,667 through private sales to accredited investors.

relied upon the safe harbor found in Rule 506(b) of Regulation D promulgated under the Securities Act (“

Regulation D ”)

the year ended December 31, 2021, we issued 19,792,759 shares of the Company’s common stock, including 1,197,758 shares of restricted

common stock for costs related to Promissory Notes the Company executed in 2020 in favor of Mabert LLC;

482,500 shares issued for consulting

and 18,112,501 through private sales to accredited investors.

relied upon the safe harbor found in Rule 506(b) of Regulation D promulgated under the Securities Act (“ Regulation D ”)

and the exemption from registration under Section 4(a)(2) of the Securities Act.

Each investor took such investor’s shares

of Common Stock for investment purposes, without a view to distribution and had access to information concerning us and our business

prospects, as required by the Securities Act.

In addition, there was no general solicitation or advertising for the offer and

sale of our Common Stock.

We sold our shares of Common Stock to only “accredited investors”

as defined in Section

501(a) of Regulation D, with whom we had a direct personal, preexisting relationship, and after we had a thorough discussion with

each accredited investor.

Each certificate representing shares of our Common Stock contains a restrictive legend as required by

the Securities Act.

Finally, we have instructed our Transfer Agent not to transfer any restricted shares of our Common Stock,

unless the offer and sale of such shares of Common Stock is registered pursuant to an effective registration statement under the

Securities Act or is exempt from registration under federal and state securities laws.

of the above-described accredited investors who received shares of our Common Stock were provided with access to our filings with

the SEC, including the following:

(i) contained in our annual report on Form 10-K under the Exchange Act for the

fiscal year ended December 31, 2019;

and (ii) contained in any reports or documents required to be filed by us under Sections

13(a), 14(a), 14(c), and 15(d) of the Exchange Act, since the distribution or filing of the reports specified above.

such investors received a description of securities being offered for sale, and any material changes to our affairs that were

not disclosed in the other documents furnished.

Each investor took such investor’s shares of Common

Stock for investment purposes, without a view to distribution and had access to information concerning us and our business prospects,

as required by the Securities Act.

In addition, there was no general solicitation or advertising for the offer and sale of our Common

We sold our shares of Common Stock to only “accredited investors” as defined in Section 501(a) of Regulation D, with

whom we had a direct personal, preexisting relationship, and after we had a thorough discussion with each accredited investor.

Each certificate

representing shares of our Common Stock contains a restrictive legend as required by the Securities Act.

Finally, we have instructed

our Transfer Agent not to transfer any restricted shares of our Common Stock, unless the offer and sale of such shares of Common Stock

is registered pursuant to an effective registration statement under the Securities Act or is exempt from registration under federal and

state securities laws.

of the above-described accredited investors who received shares of our Common Stock were provided with access to our filings with the

SEC, including the following:

(i) contained in our annual report on Form 10-K under the Exchange Act for the fiscal year

ended December 31, 2020;

and (ii) contained in any reports or documents required to be filed by us under Sections 13(a), 14(a), 14(c),

and 15(d) of the Exchange Act, since the distribution or filing of the reports specified above.

In addition, such investors received

a description of securities being offered for sale, and any material changes to our affairs that were not disclosed in the other documents

Financial Data.

are a smaller reporting company;

as a result, we are not required to report selected financial data disclosures as required by

Item 301 of Regulation S-K promulgated under the Exchange Act (“

Regulation S-K ”).

Management’s

Discussion and Analysis of Financial Condition and Results of Operations.

following discussion and analysis of our results of operations and financial condition for the fiscal years ended December 31,

2020 and 2019 should be read in conjunction with our Financial Statements and the notes to those Financial Statements that are

included elsewhere in this Form 10-K and were prepared assuming that we will continue as a going concern.

Our discussion includes

forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives,

expectations and intentions.

Actual results and the timing of events could differ materially from those anticipated in these forward-looking

statements as a result of a number of factors, including those set forth under the “Risk Factors,”

“Cautionary

Notice Regarding Forward-Looking Statements”

and “Description of Business”

sections and elsewhere in this Form

We use words such as “anticipate,”

“estimate,”

“plan,”

“project,”

“continuing,”

“ongoing,”

“expect,”

“believe,”

“intend,”

“may,”

“will,”

“should,”

“could,”

“predict,”

and similar expressions to identify forward-looking statements.

Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within

the bounds of our knowledge of our business, our actual results could differ materially from those discussed in these statements.

We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available

or other events occur in the future.

the below discussion, “we,”

“our,”

“us,”

the “Company”

and similar terms in this

report, as well as references to “UMED”

and “Greenway”

all refer to Greenway Technologies, Inc., and our

wholly-owned subsidiary, Greenway Innovative Energy, Inc., unless the context requires otherwise.

Technologies, Inc.

is engaged in the research and development of proprietary gas-to-liquids syngas conversion systems and micro-plants

that can be scaled to meet specific gas field production requirements.

The company’s patented and proprietary technologies

have been realized in its first commercial G-Reformer unit, a unique component used to convert natural gas into synthesis gas,

which when combined with a Fischer-Tropsch reactor and catalyst, produces fuels including gasoline, diesel, jet fuel and methanol.

G-Reformer units can be deployed to process a variety of natural gas streams including pipeline gas, associated gas, flared gas,

vented gas, coal-bed methane and/or biomass gas.

When derived from any of these natural gas sources, the liquid fuels created

are incrementally cleaner than conventionally produced oil-based fuels.

Greenway’s objective is to become a material direct

and licensed producer of renewable GTL synthesized diesel and jet fuels, with a near term focus on U.S.

market opportunities.

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

tests have demonstrated that the Company’s solution appears to be superior to legacy technologies which are more costly,

have a larger footprint and cannot be easily deployed at field sites to process associated gas, stranded gas, coal-bed methane,

vented gas, or flared gas - all markets the Company seeks to service.

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.

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.

December 15, 2020, the Company announced additional information regarding valuable outputs produced by the company’s proprietary

G-Reformer™

catalyst reactor and Fischer-Tropsch (FT) technology which combine to form the “Greer-Wright”

Originally developed to convert natural gas into ultra-clean synthetic fuel, recent research and development activity

has shown that the technology can also allow the extraction of high-value chemicals and alcohols.

The chemical outputs include

n-Hexane, n-Heptane, n-Octane, n-Decane, n-Dodecane, and n-Tridecane.

Alcohols produced include ethanol and methanol.

has identified worldwide industrial demand for these outputs which will significantly improve the economic return on investment

(ROI) of GTL plants that are based on GWTI’s technology.

GWTI is a development-stage company with plans to continue its

unique and patented technology.

the Company believes its technologies and processes will allow for multiple small-scale GTL plants to be built with substantially

lower up-front and ongoing costs resulting in more profitable results for O&G operators.

In addition, the proprietary technology

based around the G-Reformer is unique in that it also allows for transportable (mobile) GTL plants with a much smaller footprint

as compared to legacy large-scale technologies.

Greenway is in discussions with a number of oil and gas operators and other interested

parties to license and obtain joint venture or other forms of capital funding to build its first third-party customer gas-to-liquid

December 2010, UMED acquired the rights to approximately 1,440 acres of placer mining claims located on Bureau of Land Management

(“BLM”) land in Mohave County, Arizona for 5,066,000 shares of restricted Common A stock.

Early indications, from

samples taken and processed, provided reason to believe that the potential recovery value of the metals located on the 1,440 acres

is significant, but only actual mining and processing will determine the ultimate value which may be realized from this property

The Company is currently exploring strategic options to partner or sell its interest in this acreage, while it focuses

on its emerging GTL technology sales and marketing efforts.

remain dependent on outside sources of funding for continuation of our operations.

Our independent registered public accounting

firm issued a going concern qualification in their report dated April 14, 2021, which is included with our consolidated

Financial Statements and raises substantial doubt about our ability to continue as a going concern.

$ (2,541,972 )

$ (3,661,245 )

Cash flow (negative) from operations

Negative working capital

Stockholders’

of December 31, 2020, we had total liabilities in excess of assets by $8,844,210.

Also, during the year ended December 31, 2020,

we used net cash of $686,032 for operating activities.

These factors raise substantial doubt about our ability to continue as

a going concern.

Financial Statements included in our Form 10-K do not include any adjustments relating to the recoverability and classification

of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue

in existence.

Our ability to continue as a going concern is dependent upon our ability to generate sufficient new cash flows to

meet our obligations on a timely basis, to obtain additional financing as may be required, and/or ultimately to attain profitable

However, there is no assurance that profitable operations, financing, or sufficient new cash flows will occur in the

ability to achieve profitability will depend upon our ability to finance, manufacture, and market/operate GTL units.

is dependent on attaining profit from our operations and our raising additional capital either through the sale of our Common

Stock or borrowing.

There is no assurance that we will be able to raise any equity financing or sell any of our products at a

We will be unable to pay our obligations in the normal course of business or service our debt in a timely manner throughout

2021 without raising additional debt or equity capital.

There can be no assurance that we will raise additional debt or equity

are currently evaluating strategic alternatives that include (i) raising new equity capital and/or (ii) issuing additional debt

The process is ongoing, lengthy and has inherent costs.

There can be no assurance that the exploration of these strategic

alternatives will result in any specific action to alleviate our 12-month working capital needs or result in any other transaction.

we are attempting to commence operations and generate revenues, our cash position may not be significant enough to support our

daily operations.

Management intends to raise additional funds by way of an offering of our securities.

Management believes that

the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us

to continue as a going concern.

While we believe in the viability of our strategy to generate revenues and in our ability to raise

additional funds, we may not be successful.

Our ability to continue as a going concern is dependent upon our capability to further

implement our business plan and generate revenues.

of Operations

Year Ended December 31, 2020 as Compared to Year Ended December 31, 2019:

had no revenues for consolidated operations for the years ended December 31, 2020 and 2019.

We reported consolidated net losses

during the years ended December 31, 2020 and 2019 of $2,541,972 and $3,661,245, respectively.

following table summarizes consolidated operating expenses and other income and expenses for the years ended December 31, 2020,

and December 31, 2019:

General and administrative

Research and development

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

Accrued interest expense (including related parties)

Settlement gain/ (loss) –

loan agreement

Loss on settlement related to legal matters

Gain on settlement of accounts payable

Convertible debt derivative expense

Reserve for equity method investment receivable

Other miscellaneous income

During the year ended December 31, 2020, operating expenses decreased to $1,371,512, as compared to $2,429,431 for

the year ended December 31, 2019.

The decrease was due primarily to a $490,923 decrease in salaries and a $270,621 decrease in

legal expense in 2020 compared to the same period in 2019.

Major operating expense categories consisted of the following:

During the year ended December 31, 2020, total salaries decreased to $530,000 as compared to $1,020,923 for the year ended December

The decrease primarily reflects certain consultants becoming employees during 2019, which resulted in non-cash stock

compensation expense of $420,000 in 2019, compared to $0 2020.

During the year ended December 31, 2020, consulting expense increased to $332,961, as compared to $251,377 for the year

ended December 31, 2019.

The increase was primarily due to an increase in reliance on the use of consultants for the development

and production of the Company’s GTL technologies during 2020.

During the year ended December 31, 2020, professional fees decreased to $0, as compared to $6,292 for the year ended

December 31, 2109.

Professional fees decreased due to elimination of certain prior vendors.

During the year ended December 31, 2020, travel expenses increased to $18,487, as compared to $11,120 in the year

ended December 31, 2019.

The increase in travel expenses was due to increased air travel during the first quarter of 2020.

During the year ended December 31, 2020, legal expenses decreased to $206,796, as compared to $477,417 in the year

ended December 31, 2019.

The decrease in legal fees was due primarily to additional work completed in 2019 related to the dissident

Shareholder actions and settlement of various matters compared to 2020.

and Development Costs .

During the year ended December 31, 2020, research and development costs decreased to $30,000, as compared

to $441,320 in the year ended December 31, 2019.

The change was primarily due to the completion of the final stage of the last

Sponsored Research Agreement (“SRA”) with the University of Texas at Arlington for development of the Company’s

G-Reformer unit.

During the year ended December 31, 2020, interest expense increased to $769,170, including interest to related parties

of $562,890, as compared to $443,760 for the year ended December 31, 2019.

The increase was primarily due to the increase in borrowings

to fund operations and in the amortization of discounts on new convertible notes payable executed during the period.

in Fair Value of Derivative Liability and Derivative Expenses .

During the year ended December 31, 2020, we recorded a gain

on the fair value of derivatives of $62,645, as compared to a loss of $64,899 for the year ended December 31, 2019.

was due to the execution of the convertible notes payable in the first quarter, and the related changes under the derivative value

calculations using the Cox, Ross & Rubinstein Binomial Tree model method, as well as the conversions of the convertible

notes to equity which were completed during the fourth quarter of 2020.

from Operations.

Our net loss from operations decreased to $1,371,512 in the year ended December 31, 2020, as compared to

$2,429,431 for the year ended December 31, 2019.

The decrease was due primarily to the Company incurring $30,000 Research and

Development expenses for the 2020 period, as compared to $441,320 for the same period of 2019;

as well as a $490,923 decrease

in salary expense for the 2020 period as compared to the same period in 2019.

Our consolidated net loss decreased to $2,541,972, or a negative $0.01 per basic and diluted earnings share for the

year ended December 31, 2020, as compared to $3,661,245, or a negative $0.01 per basic and diluted earnings share for the same

period ended 2019.

The decrease was primarily due to the decrease in Research and Development expenses, salary expenses and a

non-recurring settlement expense of $765,000 during the period ended December 31, 2019.

The weighted-average number of shares

of Common Stock used in the earnings per share for the basic and dilutive computation was 312,854,191 for the year ended December

31, 2020, and 291,502,726 for the year ended December 31, 2019.

and Capital Resources

do not currently have sufficient working capital to fund our expected future operations.

We cannot assure investors that we will

be able to continue our operations without securing additional adequate funding.

We had $1,628 in cash, total assets of $12,863,

and total liabilities of $8,857,073 as of December 31, 2020.

Total accumulated deficit at December 31, 2020, was ($33,021,801).

is the ability of a company to generate adequate amounts of cash to meet all of its financial obligations.

The following table

provides certain selected balance sheet comparisons between December 31, 2020, and December 31, 2019:

Total current assets

Accounts payable and accrued liabilities

Notes payable and accrued interest

Total current liabilities

Total long-term debt

Total liabilities

are exploring various means to increase our working capital, including completing additional private stock sales and entering

new debt instruments.

In January 2020, we entered into a Securities Purchase Agreement (the “Purchase Agreement”),

with PowerUp Lending Group, Ltd., a Virginia corporation (“PowerUp”), that specializes in making funding commitments

to small-cap public companies.

PowerUp had agreed to provide up to $1,000,000 to us over a twelve (12) month period, subject to

period determined stock price and trading attributes, and we borrowed $171,000 during the first quarter of 2020 under this from

of Purchase Agreement.

During the third and fourth quarters of 2020, the lenders converted the outstanding convertible

notes to equity.

cash used in operating activities during the year ended December 31, 2020, was $686,032, as compared to $1,302,528 for the year

ended December 31, 2019.

cash used in investing activities for the year ending December 31, 2020 was $25,000, as compared to $387,847 for the year ended

December 31, 2019, which consisted of advances made to OPMGE for deposits on a piece of specialized commercial equipment required

to convert the Wharton, TX manufacturing facility for use of our GTL technology.

cash provided by financing activities was $696,617 for the year ended December 31, 2020, comprised of $155,000 in sales of our

Common Stock, $171,000 in proceeds from convertible notes payable, $215,609 in proceeds from Notes –

Related Parties, $270,008

received from Shareholder (Director) advances, less $115,000 of payments on notes payable related to legal settlements.

cash provided by financing activities was $1,633,207 for the year ended December 31, 2019, comprised of $360,000 in sales of our

Common Stock, $1,302,188 in proceeds from Notes –

Related Parties, $51,019 received from Shareholder (Director) advances,

less $80,000 of payments on notes payable related to legal settlements.

accompanying 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.

Our general business strategy is to first develop our GTL technology

to maintain our basic viability, while seeking significant development capital for full commercialization.

As shown in the accompanying

Financial Statements, we have incurred an accumulated deficit of $33,021,801 and $30,479,829 as of December 31, 2020, and 2019,

respectively.

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

and on our ability to obtain necessary financing to fund ongoing operations.

last funded Scope of Work (“

SOW ”) under our SRA with UTA was completed in the year ended December 2019, with

payments made of $120,000 to complete the work described in the prior SOW.

As we move into the testing and commercialization phase

of our GTL technology, we plan to update and enter into a new SOW with UTA for periods in 2021.

This is anticipated to entail

a financial commitment of approximately $257,000 for a full twelve-month research cycle, which we have been told can be payable

in four equal installments of $64,250.

However, we shall only execute such new SOW and notice UTA to start such work when we have

funds available to make such payments.

As described elsewhere herein this Report, we are working to raise sufficient capital to

enter such new SOW, including from private stock sales, additional debt and payment from of our receivable with OPMGE.

no assurance that we will be able to raise sufficient funds to enter into such new SOW.

August 2012, we entered into an employment agreement with Raymond Wright, for the position of president of GIE, for a term of

five years with compensation of $90,000 per year.

In September 2014, Mr.

Wright’s employment agreement was amended to increase

his annual pay to $180,000.

By its terms, Mr.

Wright’s employment agreement automatically renewed on August 12, 2019 and

2020, for a successive one-year periods.

During the twelve-months ended December 31, 2020, we paid and/or accrued a total of $180,000

for this fiscal year under the terms of the agreement.

Wright is also the chairman of our Board of Directors.

May 10, 2018, we entered into employment agreements with John Olynick, as President, and Ransom Jones, as Chief Financial Officer,

respectively.

The terms and conditions of their employment agreements were virtually identical to each other.

as President, and Mr.

Jones, as Chief Financial Officer, are to earn a salary of $120,000 per year.

Jones also serves as the

Company’s Secretary and Treasurer.

During each year that Mr.

Olynick’s and Mr.

agreement are in effect,

they are entitled to receive a bonus equal to at least $35,000 per year.

Olynick and Mr.

Jones each received a grant

equal to 250,000 shares of Common Stock at the start of their employment, with such shares of Common Stock vesting immediately.

Olynick and Mr.

Jones are and were each also entitled to participate in the Company’s benefit plans, if and when any

such plans exist.

The foregoing summary of Mr.

Olynick’s and Mr.

Jones’s employment agreement is qualified in its

entirety by reference to the actual true and correct Employment Agreements by and between Mr.

Jones and our Company,

dated Mary 10, 2018, copies of which are filed as Exhibits 10.39 and 10.40 to this Form 10-K and incorporated by reference herein.

Olynick elected not to renew his employment agreement and resigned as President on July 19, 2019.

Upon his resignation, we agreed

to pay the balance of his Employment Agreement then due and owing over time.

Accordingly, we accrued $110,084 for the balance

of his Employment Agreement, against which we have paid $35,000, leaving a balance remaining of $75,084 for the year ending December

In addition, Mr.

Olynick had previously entered into a consulting agreement (the “

Olynick Agreement ”)

to provide general advisory services with us on April 18, 2019, and which included terms for payment of billable time at $40.00

per hour, plus approved expenses.

The Olynick Agreement was terminated when Mr.

Olynick became President of the Company on May

We have accrued $24,710 in expenses related to such prior consulting agreement expenses.

See Exhibit 10.42 incorporated

by reference herein.

April 1, 2019, we entered into an employment agreement with Thomas Phillips, Vice President of Operations, for a term of 12 months

with compensation of $120,000 per year.

Phillips reports to the President of GIE.

Pursuant to his employment agreement, Mr.

Phillips is entitled to a no-cost grant of common stock equal to 4,500,000 shares of the Company’s Rule 144 restricted common

stock, par value $.0001 per share, with such shares having been issued in February 2020.

In addition, Mr.

Phillips resigned from

the Company effective December 15, 2020.

The foregoing summary of the Mr.

Phillips’s employment agreement is qualified in

its entirety by reference to the actual true and correct Employment Agreement by and between Thomas Phillips and our Company,

dated April 1, 2019, a copy of which is filed as Exhibit 10.53 to this Form 10-K and incorporated by reference herein.

April 1, 2019, we entered into an employment agreement with Ryan Turner for a term of twelve (12) months with compensation of

$80,000 per year, to manage our business development and investor relations.

Turner reports to the President of Greenway Technologies

and is entitled to a no-cost grant of common stock equal to 2,500,000 shares of the Company’s Rule 144 restricted common

stock, par value $.0001 per share, valued at $.06 per share, or $150,000, which we expensed as of the effective date of the agreement.

Turner is also entitled to certain additional stock grants based on our performance during the term of his employment and

to participate in our benefit plans, when and if such plans become available.

The foregoing summary of the Mr.

Turner’s

employment agreement is qualified in its entirety by its reference to the actual true and correct Employment Agreement by and

between Ryan Turner and our Company, dated April 1, 2019, a copy of which is filed as Exhibit 10.58 to this Form 10-K and incorporated

by reference herein.

September 7, 2018, Wildcat, a company controlled by Shareholder Marshall Gleason, filed suit against us alleging claims arising

from the Gleason Agreement, seeking to recover monetary damages, interest, court costs, and attorney’s fees.

In a separate

lawsuit, Wildcat filed suit claiming that the Company breached that certain Promissory Note dated on or about November 13, 2017,

entered into between Wildcat as lender and Greenway as borrower, and as a result Wildcat initiated an action in County Court at

2 of Tarrant County, Texas, Cause No.

2018-006416-2.

On March 6, 2019, we entered into a Rule 11 Agreement with Gleason

settling both disputes, a copy of which is filed as Exhibit 10.52 to this Form 10-K and incorporated by reference.

the Rule 11 Agreement, the parties agreed to abate both cases until the earlier of a default of the performance of the Rule 11

Agreement or October 30, 2019, whichever be sooner.

The Rule 11 Agreement provided that if we timely performed through October

15, 2019, the parties would file a joint motion for dismissal and present agreed orders of dismissal with prejudice for both lawsuits.

The Company performed in all regards under the Rule 11 Agreement, however Gleason refused to sign the Wildcat Settlement Agreement

at the point of the Company’s having performed its obligations.

The parties’

respective counsels then mutually agreed

to extend the original October 30, 2019 settlement date until at least the end of the year while the parties waited for Gleason’s

Gleason signed the Compromise Settlement and Release Agreement on February 4, 2020, and all litigation was dismissed

by the Court on February 25, 2020.

A copy of the Dismissal is incorporated by reference as Exhibit 10.59.

Note 11 –

and Contingencies to our Financial Statements.

Alfano, a director and greater than five percent (5%) shareholder entered into a consulting agreement with us on April 19, 2018

via Alfano Consulting Services (the “Alfano Agreement”), to provide board and senior management advice, including

but not limited to corporate strategy, SEC regulatory adherence, sales and marketing strategies, document and presentation preparation

and fund-raising support.

Terms included payment of billable time at $40.00 per hour, plus approved expenses, retroactive to January

A copy is available by Exhibit 10.44 incorporated by reference herein.

The Alfano Agreement was terminated when Mr.

became a director on June 26, 2019.

The Company has accrued Consulting Fees and Expenses of $111,858 for all prior periods through

the year ending December 31, 2020.

There is no payment schedule agreed to by the parties, and such accrued expenses will be paid

only when the Company has sufficient liquidity to make such payment, or unless or until the parties agree to some other form of

payment provision.

October 19, 2020, the Company entered into a management consulting services agreement with Dean Goekel (the “Goekel Agreement”

via “Analytical Professionals”), to manage engineering and vendor relationships, assist in defining the design and

cost of certain capital equipment and to manage the direction of research, development and other related engineering activities.

Goekel will also support the Company’s ongoing business operations, including assistance in commercialization and market

implementation, strategic planning and other services.

The agreed upon start date under the agreement is July 1, 2020 and

the minimum engagement term was for six (6) months.

After the initial term the agreement automatically renews for subsequent six

(6) month terms unless the Company or Mr.

Goekel terminates the agreement.

Under the agreement, in exchange for Mr.

Goekel’s

services he will receive a minimum monthly fee of $10,000 per month in deferred compensation until such time that adequate funds

are available for payment.

As of December 31, 2020, we have accrued $60,000 in compensation expense related to this agreement.

Additionally, under the agreement Mr.

Goekel was issued stock warrants for 3,000,000 shares at a strike price of $0.03 per share

effective July 1, 2020 and expiring on June 30, 2022.

The Company recognized valued and recognized compensation expense related

to these warrants of $25,137 for the year ended December 31, 2020.

After meeting certain deliverables set forth in the agreement,

Goekel will be issued stock warrants for 1,000,000 shares at a strike price that is an average of the stock price for the

90 days that the deliverables have been met.

to the GIE Acquisition Agreement in August 2012, we agreed to:

(i) issue an additional 7,500,000 shares of Common Stock when the

first portable GTL unit is built and becomes operational, and is capable of producing 2,000 barrels of diesel or jet fuel per

day, and (ii) pay a 2% royalty on all gross production sales on each unit placed in production, or one percent (1%) each to the

founders and previous owners of GIE.

On February 6, 2018, and in connection with a settlement agreement dated April 5, 2018, by

and between the Greer Family Trust and us, which is the successor in interest one of the founders and prior owners of GIE, F.

Conrad Greer (“

Greer ”), (the “

Trust ”, and such settlement agreement the “

Settlement Agreement ”), we issued 3,000,000 shares of Common Stock and a convertible promissory note for $150,000 to

the Trust in exchange for:

(i) a termination of the Trust’s right to receive 3,750,000 shares of Common Stock in the future

and 1% of the royalties owed to the Trust under the GIE Acquisition Agreement;

(ii) the termination of Greer’s then current

employment agreement with GIE;

and (iii) the Trust’s waiver of any future claims against us for any reason.

A copy of the

Trust Settlement Agreement and related promissory note dated April 5, 2018, by us in favor of the Trust is filed as Exhibit 10.36

to this Form 10-K and incorporated by reference herein.

a result of the transactions consummated by the Trust Settlement Agreement, we are committed to issue a reduced number of 3,750,000

shares of Common Stock and 1% of the royalties due on production of our GTL operational units to Ray Wright, the other founder

and prior owner of GIE, pursuant to the GIE Acquisition Agreement.

have a minimum commitment during 2020 of approximately $11,880 for our annual lease maintenance fees due to Bureau of Land Management

BLM ”) for the Arizona Property with such payment completed by the Company on August 31, 2020.

actual lease agreement with the BLM, but we file an annual maintenance fee form and pay fees to the BLM to hold our claims.

next payment will be due on September 1, 2021.

to date has been provided by loans, advances from Shareholders and Directors and issuances of our Common Stock in various private

placements to accredited investors, related parties and institutions.

the year ended December 31, 2020, we received $393,702 in related party loans from Mabert, acting as agent for various lenders

to the Company.

What changed 10-K

Item 5. Market for Registrant’s Common Equity