What changed in this filing

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Item 9A. Controls and Procedures

2022-04-11 compared with 2021-04-14 · 1281 added, 1379 removed, 592 unchanged (82% of the section changed)

2 unchanged sentences

term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information

required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer

in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management,

including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to

allow timely decisions regarding required disclosure.

required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without

limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it

files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive

and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by,

or under the supervision of, our principal executive officer and our principal financial officer and effected by our Board of

Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

the assets of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management

and directors of the issuer;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s

Internal control over

financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the

supervision of, our principal executive officer and our principal financial officer and effected by our Board of Directors, management

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with GAAP and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors

of the issuer;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s

assets that could have a material effect on the financial statements.

management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and

procedures or our internal controls over financial reporting will prevent all error and all fraud.

A control system, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of

controls must be considered relative to their costs.

Because of inherent limitations in all control systems, internal control

over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance

that all control issues and instances of fraud, if any, have been detected.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree

of compliance with the policies or procedures may deteriorate.

management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures

or our internal controls over financial reporting will prevent all error and all fraud.

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or

detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if

any, have been detected.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

the year ending December 31, 2021, we conducted an evaluation of the effectiveness of our internal controls over financial reporting

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

Treadway Commission in 2013.

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

reporting and testing of the operational effectiveness of our internal control over financial reporting.

Based on this evaluation,

our principal executive officer and principal financial officer, have concluded that as of December 31, 2020, our internal control

over financial reporting was ineffective.

Management’s

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

Commission in 2013.

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

and testing of the operational effectiveness of our internal control over financial reporting.

Based on this evaluation, our principal

executive officer and principal financial officer, have concluded that as of December 31, 2021, our internal control over financial reporting

was ineffective.

Annual Report on Internal Control over Financial Reporting.

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by,

or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors,

management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

of December 31, 2020, we conducted an evaluation, under the supervision and with the participation of our principal executive

officer and principal financial officer, of the effectiveness of our internal controls over financial reporting based on the framework

in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

management’s assessment included an evaluation of the design of our internal control over financial reporting and testing

of the operational effectiveness of our internal control over financial reporting.

Based on this evaluation, management has concluded

that as of December 31, 2020, our internal control over financial reporting was ineffective.

Internal control over

financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the

supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management and

other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles.

of December 31, 2021, we conducted an evaluation, under the supervision and with the participation of our principal executive officer

and principal financial officer, of the effectiveness of our internal controls over financial reporting based on the framework in Internal

Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management’s

assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness

of our internal control over financial reporting.

Based on this evaluation, management has concluded that as of December 31, 2021, our

internal control over financial reporting was ineffective.

have identified at least the following deficiencies, which together constitute a material weakness in our assessment of the effectiveness

1 unchanged sentence

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

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

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

preparation of the financial statements.

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

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

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

control deficiencies could result in a material misstatement to our interim or annual financial statements that would not

be prevented or detected.

the year ended December 31, 2021, we internally performed all aspects of our financial reporting process including, but not limited

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

the financial statements.

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

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

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

These control deficiencies could

result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

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

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

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

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

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

Further, as a publicly

2 unchanged sentences

However, the material weakness in internal control over financial

reporting that have been identified will not be remediated until numerous new internal controls are implemented and operate for

a period of time, are tested, and we are able to conclude that such internal controls are operating effectively.

We cannot provide

assurance that these procedures will be successful in identifying material errors that may exist in our Financial Statements.

We cannot make assurances that we will not identify additional material weaknesses in our internal control over financial reporting

in the future.

Our management plans, as capital becomes available to us, to increase the accounting and financial reporting staff

and provide future investments in the continuing education and public company accounting training of our accounting and financial

professionals.

should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute,

assurance that the objectives of the system are met.

In addition, the design of any control system is based in part upon certain

assumptions about the likelihood of future events.

Because of these and other inherent limitations of control system, there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of

reporting that have been identified will not be remediated until numerous new internal controls are implemented and operate for a period

of time, are tested, and we are able to conclude that such internal controls are operating effectively.

We cannot provide assurance that

these procedures will be successful in identifying material errors that may exist in our Financial Statements.

We cannot make assurances

that we will not identify additional material weaknesses in our internal control over financial reporting in the future.

Our management

plans, as capital becomes available to us, to increase the accounting and financial reporting staff and provide future investments in

the continuing education and public company accounting training of our accounting and financial professionals.

should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance

that the objectives of the system are met.

In addition, the design of any control system is based in part upon certain assumptions about

the likelihood of future events.

Because of these and other inherent limitations of control system, there can be no assurance that any

design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

management believes that the material weaknesses set forth above did not have a material effect on our financial results.

the lack of a functioning audit committee and lack of a majority of independent directors on our Board of Directors results in

potentially ineffective oversight in the establishment and monitoring of required internal controls and procedures and could potentially

have an impact our financial statements.

lack of a functioning audit committee and lack of a majority of independent directors on our Board of Directors results in potentially

ineffective oversight in the establishment and monitoring of required internal controls and procedures and could potentially have an

impact our financial statements.

in Internal Controls over Financial Reporting

were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal

control over financial reporting that occurred during the year ended December 31, 2020, that have materially affected, or are

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

were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal control

over financial reporting that occurred during the year ended December 31, 2021, that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Executive Officers and Corporate Governance.

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

of this report.

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

Executive officers are elected annually by our Board of Directors.

Each executive officer holds his office until

he resigns, is removed by the Board of Directors, or his successor is elected and qualified.

Directors are elected annually by

our Shareholders at the annual meeting of the Shareholders.

Each director holds his office until his successor is elected and

qualified or his earlier resignation or removal.

Each executive officer holds his office until he resigns,

is removed by the Board of Directors, or his successor is elected and qualified.

Directors are elected annually by our Shareholders at

the annual meeting of the Shareholders.

Each director holds his office until his successor is elected and qualified or his earlier resignation

of the Board, President of GIE, and Director

3 unchanged sentences

(Independent)

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

meetings to elect directors.

Our current Board of Directors consists of six directors, who have expertise in our business.

date for the next annual meeting of Shareholders is specified in our bylaws or has been fixed by the Board of Directors.

are elected annually by the directors.

The term of office of each officer ends at the next annual meeting of our Board of Directors,

expected to take place immediately after the next annual meeting of Shareholders, or until such time when such officer’s

successor is elected and qualified.

foregoing notwithstanding, except as otherwise provided in any resolution or resolutions of the board, directors who are elected

at an annual meeting of Shareholders, and directors elected and/or appointed in the interim to fill vacancies and newly created

directorships, will hold office for the term for which elected and/or appointed until their successors are elected and qualified

or until their earlier death, resignation or removal.

the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any

resolution or resolutions of the Board of Directors, vacancies and newly created directorships of such class or classes or series

thereof may generally be filled by a majority of the directors elected by such class or classes or series then in office, or,

by a sole remaining director so elected or by the unanimous written consent, or, the affirmative vote of a majority of the outstanding

shares of such class or classes of stock or any series thereof, entitled to elect such director or directors.

Jones and Kevin Jones are brothers.

Otherwise, there are no other family relationships among our directors and officers.

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

to elect directors.

Our current Board of Directors consists of five directors, who have expertise in our business.

the next annual meeting of Shareholders is specified in our bylaws or has been fixed by the Board of Directors.

Officers are elected

annually by the directors.

The term of office of each officer ends at the next annual meeting of our Board of Directors, expected to

take place immediately after the next annual meeting of Shareholders, or until such time when such officer’s successor is elected

and qualified.

foregoing notwithstanding, except as otherwise provided in any resolution or resolutions of the board, directors who are elected at an

annual meeting of Shareholders, and directors elected and/or appointed in the interim to fill vacancies and newly created directorships,

will hold office for the term for which elected and/or appointed until their successors are elected and qualified or until their earlier

death, resignation or removal.

the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution

or resolutions of the Board of Directors, vacancies and newly created directorships of such class or classes or series thereof may generally

be filled by a majority of the directors elected by such class or classes or series then in office, or, by a sole remaining director

so elected or by the unanimous written consent, or, the affirmative vote of a majority of the outstanding shares of such class or classes

of stock or any series thereof, entitled to elect such director or directors.

Jones served on the Board of Directors prior to his resignation on November 3, 2021.

Ransom Jones and Kevin Jones are brothers.

may employ additional management personnel, as our Board of Directors deems necessary.

6 unchanged sentences

Wright was the co-founder of DFW Genesis with F.

Conrad Greer, in 2009, where he began working on

current natural gas GTL processes until 2012, when he and the late Mr.

Greer formed GIE to continue working on a new GTL solution,

which has gone on to become the basis of our proprietary G-Reformer technology.

Conrad Greer, in 2009, where he began working on current

natural gas GTL processes until 2012, when he and the late Mr.

Greer formed GIE to continue working on a new GTL solution, which has

gone on to become the basis of our proprietary G-Reformer technology.

Previously, Mr.

Wright worked with Dallas-based

Texas Instruments (TI) managing operations and opening up new markets for TI in England.

He developed and built a materials manufacturing

facility for TI’s European operation and introduced TI’s Light Sensor technology in Europe.

Wright was asked to

join the Board of Directors due to his specific experience in the GTL industry, his early contributions and leadership to our

GTL technology, and his general business, management and analytical skills.

He received an undergraduate degree in Accounting

from Southern Methodist University.

Harer –

Director and President (Interim)

Wright worked with Dallas-based Texas Instruments

(TI) managing operations and opening up new markets for TI in England.

He developed and built a materials manufacturing facility for

TI’s European operation and introduced TI’s Light Sensor technology in Europe.

Wright was asked to join the Board of

Directors due to his specific experience in the GTL industry, his early contributions and leadership to our GTL technology, and his general

business, management and analytical skills.

He received an undergraduate degree in Accounting from Southern Methodist University.

Harer – Director and President (Interim)

Harer joined our Board of Directors on February 3, 2017 and was appointed by our Board of Directors serve as our interim President

on July 19, 2019, as reported on our Current Report on Form 8-K, filed with the SEC on July 23, 2019, which is incorporated by

reference herein.

Harer has over 35 years of industrial gas experience, starting his career working for the oilfield division

of LTV Corporation in 1981, and in 1984, began working with industrial gas, where he developed an extensive knowledge of the industrial

gas business and the various technologies of the diverse industries it serves.

He has been and remains an instrumental part of

the North Texas business operations of world-renowned French company Air Liquide in the United States.

In his capacity at Air

Harer was directly involved in the development of the original G-Reformer technology and was instrumental in negotiating

certain agreements between Air Liquide and us that allowed us to further develop and begin commercialization such technology.

Harer was asked to join the Board of Directors due to his significant experience in the industrial gas industry, his early

contributions and leadership to our GTL technology, and his general business, investment and analytical skills.

He graduated from

the University of South Dakota with a Bachelor of Science in Business Administration in 1980.

Jones –

Director, Chief Financial Officer, Secretary and Treasurer

Jones has served as a director since March 6, 2016, was our Interim Chief Executive Officer and President from January 2016

to April 2017, and became our Chief Financial Officer, Secretary and Treasurer on May 10, 2018.

Jones has over 45 years of

diverse business experience.

He is a retired partner of KPMG Peat Marwick and former Chief Financial Officer of two publicly traded

corporations, Western Preferred Corporation and El Paso Refining, Inc.

He has also served as an officer of some of the largest

and most prestigious global financial institutions including Goldman Sachs, Citicorp, ABN-AMRO Bank, and AIG.

Jones was asked

to join the Board of Directors due to his significant senior executive management and deep accounting practice experience, general

business, investment and superior analytical skills.

He graduated from the University of Texas at El Paso in 1971 with a BBA,

Jones - Member of our Board of Directors

Jones has served as a member of our Board of Directors since March 7, 2016.

Jones founded Dallas-based All Commercial Floors

ACF ”) in 1999 and is responsible for its overall operations.

Under his leadership, ACF has grown from a two-person

business to one of the largest and most respected commercial flooring companies in the country with offices throughout the United

States, and with annual sales exceeding $65 million.

Jones was asked to join the Board of Directors due to his business, investment,

vision and analytical skills, as well as his many relationships with senior political members of Congress and Washington in general.

Jones attended Texas Tech University in Lubbock, Texas.

Jones and Kevin Jones are brothers.

Alfano –

Director (Independent)

on July 19, 2019, as reported on our Current Report on Form 8-K, filed with the SEC on July 23, 2019, which is incorporated by reference

Harer has over 35 years of industrial gas experience, starting his career working for the oilfield division of LTV Corporation

in 1981, and in 1984, began working with industrial gas, where he developed an extensive knowledge of the industrial gas business and

the various technologies of the diverse industries it serves.

He has been and remains an instrumental part of the North Texas business

operations of world-renowned French company Air Liquide in the United States.

In his capacity at Air Liquide, Mr.

Harer was directly

involved in the development of the original G-Reformer technology and was instrumental in negotiating certain agreements between Air

Liquide and us that allowed us to further develop and begin commercialization such technology.

Harer was asked to join the Board

of Directors due to his significant experience in the industrial gas industry, his early contributions and leadership to our GTL technology,

and his general business, investment and analytical skills.

He graduated from the University of South Dakota with a Bachelor of Science

in Business Administration in 1980.

Jones – Director, Chief Financial Officer, Secretary and Treasurer

Jones has served as a director since March 6, 2016, was our Interim Chief Executive Officer and President from January 2016 to April

2017, and became our Chief Financial Officer, Secretary and Treasurer on May 10, 2018.

Jones has over 45 years of diverse business

He is a retired partner of KPMG Peat Marwick and former Chief Financial Officer of two publicly traded corporations, Western

Preferred Corporation and El Paso Refining, Inc.

He has also served as an officer of some of the largest and most prestigious global

financial institutions including Goldman Sachs, Citicorp, ABN-AMRO Bank, and AIG.

Jones was asked to join the Board of Directors

due to his significant senior executive management and deep accounting practice experience, general business, investment and superior

analytical skills.

He graduated from the University of Texas at El Paso in 1971 with a BBA, Accounting.

Alfano – Director (Independent)

Alfano joined our Board of Directors June 26, 2019.

Alfano is a greater than 5% Shareholder and has served as a consultant

to us since 2016, until he became a director in 2019.

He has extensive leadership experience in Silicon Valley and currently runs

his own consulting firm based in Rochester, NY.

Alfano has led worldwide sales and business development teams, alliances and

joint ventures while at Hewlett-Packard (“

HP ”), Network Appliance and Portal Software (acquired by Oracle).

He has worked with “C-Level”

Alfano is a greater than 5% Shareholder and has served as a consultant to us

since 2016, until he became a director in 2019.

He has extensive leadership experience in Silicon Valley and currently runs his own consulting

firm based in Rochester, NY.

Alfano has led worldwide sales and business development teams, alliances and joint ventures while at

Hewlett-Packard (“ HP ”), Network Appliance and Portal Software (acquired by Oracle).

He has worked with “C-Level”

Fortune 50 Executives throughout his career.

Most notably Mr.

Alfano had a successful

25-year career at HP Headquarters (Palo Alto, CA), with his last assignment as Director of Worldwide Sales & Business Development

for the HP-Cisco Alliance, ending in 2007.

He reported to the senior management teams at both HP & Cisco.

led HP’s SBC-PacBell account team for many years, which was one of HP’s largest and most profitable.

asked to join the Board of Directors due to his specific sales skills, and for his general business, management and analytical

Alfano had a successful 25-year career at HP Headquarters (Palo Alto, CA),

with his last assignment as Director of Worldwide Sales & Business Development for the HP-Cisco Alliance, ending in 2007.

to the senior management teams at both HP & Cisco.

Alfano also led HP’s SBC-PacBell account team for many years, which

was one of HP’s largest and most profitable.

Alfano was asked to join the Board of Directors due to his specific sales skills,

and for his general business, management and analytical skills.

He is a graduate of St.

John Fisher College (Rochester, NY) having earned a BS in Marketing, as well as an MBA in Finance

from Rochester Institute of Technology.

John Fisher College (Rochester, NY) having earned

a BS in Marketing, as well as an MBA in Finance from Rochester Institute of Technology.

Wykrent - Director (Independent)

Wykrent was elected to serve as a member of our Board of Directors June 26, 2019.

Wykrent is a major Shareholder and has been

an advisor to the Board since 2012.

Wykrent retired from United Parcel Service (“

UPS ”) after a 27-year

career working in Human Resources as a Region Communications Manager.

When he began his career at UPS, the company was comprised

of only a few thousand managers.

Wykrent is a major Shareholder and has been an

advisor to the Board since 2012.

Wykrent retired from United Parcel Service (“ UPS ”) after a 27-year career working

in Human Resources as a Region Communications Manager.

When he began his career at UPS, the company was comprised of only a few thousand

By the end of his career, UPS had become a world-wide service provider, with over 481,000 employees.

Wykrent helped open new operating areas as UPS was expanding and also headed up region employee opinion surveys and coordinated

the charitable contributions throughout the southwest.

His duties brought him into contact with management and employees working

in package sorting and delivery operations, labor relations, engineering, accounting, air operations, fleet rentals, vehicle maintenance,

legal, customer service, delivery information and loss prevention.

Wykrent was asked to join the Board of Directors due to

his sales, business, management and analytical skills.

He served in the Navy for four years in communications and later graduated

from Henry Ford College.

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

of Directors created an executive committee (the “

Executive Committee ”).

As of the date of this report, the

designated directors comprising the Executive Committee include Ray Wright, Kent Harer, Paul Alfano and Ransom Jones.

The Executive

Committee may consider and review any and all such matters or issues it deems necessary coming before us and take such further

lawful actions as it determines to be consistent with its responsibilities.

Given our small size, with the exception of the Executive

Committee, our entire Board of Directors participates in all of the considerations with respect to our audit, compensation and

nomination deliberations.

responsibilities of other committees now or to be adopted in the future are currently are fulfilled by our Board of Directors

and all of our directors participate in such responsibilities, two of whom are “independent”

as defined in the listing

standards of the Nasdaq Stock Market, Inc., which states in part, that, “that an independent director must not be an officer

or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company’s

board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.”

entire Board of Directors currently performs the functions of an audit committee, but no written charter governs the actions of

our Board of Directors when performing the functions of what would generally be performed by an audit committee.

Directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss

issues related to financial reporting.

In addition, our Board of Directors reviews the scope and results of the audit with the

independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy

of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent

auditor and the performance of the independent auditor.

At the present time, Ransom Jones, our Chief Financial Officer and one

of our directors, is considered to be our expert in financial and accounting matters.

Wykrent helped open

new operating areas as UPS was expanding and also headed up region employee opinion surveys and coordinated the charitable contributions

throughout the southwest.

His duties brought him into contact with management and employees working in package sorting and delivery operations,

labor relations, engineering, accounting, air operations, fleet rentals, vehicle maintenance, legal, customer service, delivery information

and loss prevention.

Wykrent was asked to join the Board of Directors due to his sales, business, management and analytical skills.

He served in the Navy for four years in communications and later graduated from Henry Ford College.

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

Directors created an executive committee (the “ Executive Committee ”).

As of the date of this report, the designated

directors comprising the Executive Committee include Ray Wright, Kent Harer, Paul Alfano and Ransom Jones.

The Executive Committee may

consider and review any and all such matters or issues it deems necessary coming before us and take such further lawful actions as it

determines to be consistent with its responsibilities.

Given our small size, with the exception of the Executive Committee, our entire

Board of Directors participates in all of the considerations with respect to our audit, compensation and nomination deliberations.

responsibilities of other committees now or to be adopted in the future are currently are fulfilled by our Board of Directors and all

of our directors participate in such responsibilities, two of whom are “independent” as defined in the listing standards

of the Nasdaq Stock Market, Inc., which states in part, that, “that an independent director must not be an officer or employee

of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company’s board of

directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.”

entire Board of Directors currently performs the functions of an audit committee, but no written charter governs the actions of our Board

of Directors when performing the functions of what would generally be performed by an audit committee.

Our Board of Directors approves

the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial

In addition, our Board of Directors reviews the scope and results of the audit with the independent accountants, reviews with

management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures

and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent

At the present time, Ransom Jones, our Chief Financial Officer and one of our directors, is considered to be our expert in financial

and accounting matters.

to our size and the size of our Board of Directors, we do not require a separate nominating committee at this time.

When evaluating

director nominees, our directors consider the following factors:

When evaluating director

nominees, our directors consider the following factors:

appropriate size of our Board of Directors;

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

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

of Directors;

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

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

in political affairs;

with accounting rules and practices;

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

our Board of Directors.

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

of Directors.

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

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In doing so, our Board of Directors will also consider candidates with appropriate non-business backgrounds.

than the foregoing, there are no stated minimum criteria for director nominees, although our Board of Directors may also consider

such other factors as it may deem are in our best interests as well as the interests of our Shareholders.

In addition, our Board

of Directors identifies nominees by first evaluating the current members of our Board of Directors willing to continue in service.

Current members of our Board of Directors with skills and experience that are relevant to our business and who are willing to

continue in service are considered for re-nomination.

If any member of our Board of Directors does not wish to continue in service

or if our Board of Directors decides not to re-nominate a member for re-election, our Board of Directors then identifies the desired

skills and experience of a new nominee in light of the criteria above.

Current members of our Board of Directors are polled for

suggestions as to individuals meeting the criteria described above.

Our Board of Directors may also engage in research to identify

qualified individuals.

To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees,

although we reserve the right in the future to retain a third-party search firm, if necessary.

Our Board of Directors does not

typically consider Shareholder nominees, because it believes that our current nomination process is sufficient to identify directors

who serve our Shareholders’

best interests .

approved by our Shareholders at a Special Shareholders meeting (“

Special Shareholders Meeting ”) held on December

11, 2019, we amended our Certificate of Formation (fka Articles of Incorporation) to change the voting requirements specifying

that the vote required to approve certain actions before our Stockholders, including “fundamental actions,”

by Texas Business Organizations Code (the “TBOC”) Section 21.364, and “fundamental business transactions,”

as defined by TBOC Section 1.002(32).

See our Form 8-K filed December 16, 2019 for more detailed information, incorporated by

reference herein.

than the foregoing, there are no stated minimum criteria for director nominees, although our Board of Directors may also consider such

other factors as it may deem are in our best interests as well as the interests of our Shareholders.

In addition, our Board of Directors

identifies nominees by first evaluating the current members of our Board of Directors willing to continue in service.

Current members

of our Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are

considered for re-nomination.

If any member of our Board of Directors does not wish to continue in service or if our Board of Directors

decides not to re-nominate a member for re-election, our Board of Directors then identifies the desired skills and experience of a new

nominee in light of the criteria above.

Current members of our Board of Directors are polled for suggestions as to individuals meeting

the criteria described above.

Our Board of Directors may also engage in research to identify qualified individuals.

To date, we have

not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future

to retain a third-party search firm, if necessary.

Our Board of Directors does not typically consider Shareholder nominees, because it

believes that our current nomination process is sufficient to identify directors who serve our Shareholders’ best interests .

approved by our Shareholders at a Special Shareholders meeting (“ Special Shareholders Meeting ”) held on December 11,

2019, we amended our Certificate of Formation (Articles of Incorporation) to change the voting requirements specifying that the vote

required to approve certain actions before our Stockholders, including “fundamental actions,” as defined by Texas Business

Organizations Code (the “TBOC”) Section 21.364, and “fundamental business transactions,” as defined by TBOC Section

See our Form 8-K filed December 16, 2019 for more detailed information, incorporated by reference herein.

Section 16(a) Reports

16(a) of the Exchange Act (“

Section 16(a) ”) requires our officers, directors and persons who beneficially own

more than 10% of our Common Stock to file reports of ownership and changes in ownership with the SEC.

These reporting persons

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

16(a) of the Exchange Act (“ Section 16(a) ”) requires our officers, directors and persons who beneficially own more

than 10% of our Common Stock to file reports of ownership and changes in ownership with the SEC.

These reporting persons also are required

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

Communication

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and other interested parties may contact any of our directors by writing to them at Greenway Technologies, Inc.

Street, Suite 205, Arlington, TX 76011.

Cooper Street,

Suite 205, Arlington, TX 76011.

Board of Directors has approved a process for handling letters received by us and addressed to any of our directors.

process, one of our officers reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence,

together with copies of all such correspondence that, in the opinion of such officer, deal with functions of our Board of Directors

or committees thereof or that he otherwise determines requires their attention.

Directors may at any time review a log of all

correspondence received by us that are addressed to members of the board and request copies of such correspondence.

respect to transactions involving real or apparent conflicts of interest, we have adopted written policies and procedures, which

require that the:

(i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to

the directors who authorize or approve the transaction prior to such authorization or approval;

and (ii) the transaction be fair

and reasonable to us at the time it is authorized or approved by our directors.

Under that process,

one of our officers reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together

with copies of all such correspondence that, in the opinion of such officer, deal with functions of our Board of Directors or committees

thereof or that he otherwise determines requires their attention.

Directors may at any time review a log of all correspondence received

by us that are addressed to members of the board and request copies of such correspondence.

respect to transactions involving real or apparent conflicts of interest, we have adopted written policies and procedures, which require

(i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who

authorize or approve the transaction prior to such authorization or approval;

and (ii) the transaction be fair and reasonable to us at

the time it is authorized or approved by our directors.

of Ethics for Senior Executive Officers and Senior Financial Officers

have adopted a written code of business conduct and ethics (our “

Code of Ethics ”), which applies to our principal

have adopted a written code of business conduct and ethics (our “ Code of Ethics ”), which applies to our principal

executive officer, principal financial officer, principal accounting officer and all persons providing similar functions.

Code of Ethics is designed to deter wrongdoing and to promote:

Ethics is designed to deter wrongdoing and to promote:

and ethical conduct;

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copy of our Code of Ethics is provided in Exhibit 14.1, incorporated by reference herein.

We will also provide a copy of our Code

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

We will also provide a copy of our Code of

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

Compensation.

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Compensation Table

following table sets forth the compensation for our named executive officers for each of the two completed fiscal years ended

December 31, 2020, and December 31, 2019:

Compensation Table

following table sets forth the compensation for our named executive officers for each of the two completed fiscal years ended December

31, 2021, and December 31, 2020:

Name and Principal Position

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Tom Phillips (4)

John Olynick (5)

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

On January 4, 2017,

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

Wright resigned as corporate

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

Wright resigned as corporate secretary on

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

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

Harer has not taken

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

Harer does not have an employment agreement and serves

at the pleasure of our Board of Directors.

Harer has not taken a

salary or any other form of compensation since his appointment.

Harer does not have an employment agreement and serves at the

pleasure of our Board of Directors.

Jones was interim chief executive officer, effective January 14, 2016, and president from August 4, 2016, through April 24, 2017.

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

On October 2,

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

Jones was hired as Chief Financial

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

of his employment agreement.

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

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

The agreement automatically

renews for successive 1-year periods.

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

shares were issued in February 2020.

On October 2, 2016, Mr.

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

Jones was hired as Chief Financial Officer and Secretary

on May 10, 2018 and received 250,000 shares of our Common Stock valued at $0.10 per share as a component of his employment agreement.

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

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

Phillips received a no-cost grant of 4,500,000

shares of our Common Stock, such shares were issued in February 2020.

On December 15, 2020, Mr.

Phillips resigned from the Company.

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

a component of his employment agreement.

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

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

FASB ASC Topic 718, with such grants being valued as of the closing price of the Company’s stock on effective date of the

agreements underlying such grants.

awards during the year ended December 31, 2021 were made according to the aggregate date fair value computed in accordance with FASB

ASC Topic 718, with such grants being valued as of the closing price of the Company’s stock on effective date of the agreements

underlying such grants.

Equity Awards at Fiscal Year-End

were no outstanding equity awards for three of our four named executive officers as of the end of our last completed fiscal year,

December 31, 2020.

Phillips was 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 issued after the year ending December 2019 in February

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

were no outstanding equity awards for our named executive officers as of the end of our last completed fiscal year, December 31,

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

There are no plans by the directors pay retirement benefits to directors or executive officers.

of our named executives, Ray Wright, Ransom Jones and Tom Phillips have Employment Agreements.

Kent Harer, who is a director and

is currently serving as our interim President, does not have an employment agreement and receives no compensation for his management

roles and responsibilities.

Kent Harer, who is a director and is currently

serving as our interim President, does not have an employment agreement and receives no compensation for his management roles and responsibilities.

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

Ray Wright and

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

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

Ray Wright and Ransom Jones each have employment

that automatically renew each calendar year unless a party provides notice of non-renewal before sixty (60) days before each annual period’s

Phillips resigned effective December 15, 2020.

In addition, each employment

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

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

employed by us.

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

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

There were no changes to any of

the named executives’

duties as described by their respective employment agreements.

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

executive’s contracted remaining compensation for termination without cause.

Jones was provided with 250,000 shares at the

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

Phillips received a no-cost grant of

common stock equal to 4,500,000 shares of the Company’s Rule 144 restricted common stock, par value $.0001 per share, with such

shares issued in February 2020.

There were no changes to any of the named executives’ duties as described by their respective employment

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

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following table presents information regarding the beneficial ownership of all shares of our Common Stock as of December 31, 2021:

Ownership Table

Beneficial Ownership Table

Directors and Named Executive Officers (10)

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(7 persons) (9)

John Olynick (11)

5% or Greater Stockholders

Paul Alfano (2)

Richard Halden (3)

Kevin Jones (3)

Raymond Wright (5)

percentages are based on 355,060,834 shares of Common Stock outstanding as of December 31, 2021.

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

Common Stock underlying options, warrants, and convertible notes currently exercisable or convertible, or exercisable

or convertible within 60 days of year end are deemed outstanding for computing the percentage of the person holding such securities

but are not deemed outstanding for computing the percentage of any other person.

Unless otherwise indicated in the footnotes

to this table, we believe that each of the individuals named in the table has sole voting and investment power with respect

to the Common Stock indicated as beneficially owned by such individual.

The table includes Common Stock and options, warrants,

and convertible notes exercisable or convertible into Common Stock that are either vested or may vest within 60 days of year

Beneficial ownership is determined

by rules promulgated by the SEC and generally includes voting or investment power with respect to securities.

Common Stock underlying

options, warrants, and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days of year

end are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for

computing the percentage of any other person.

Unless otherwise indicated in the footnotes to this table, we believe that each of

the individuals named in the table has sole voting and investment power with respect to the Common Stock indicated as beneficially

owned by such individual.

The table includes Common Stock and options, warrants, and convertible notes exercisable or convertible

into Common Stock that are either vested or may vest within 60 days of year end.

Alfano is an independent director and greater than 5% Shareholder.

Halden is a greater than 5% Shareholder.

The total number of shares shown includes Common Stock Halden beneficially

owns through various entities and through a spousal interest, as reported by Halden on his most recent Form 4 filed on July

At year-end 2019, Halden was also the beneficial owner of certain securities convertible into Common Stock, including:

(a) 2,000,000, 3-year term warrants pursuant to a Severance and Release Agreement by and between the Company and Halden, dated

February 1, 2017, since expired without conversion (see Exhibit 10.30 incorporated herein by reference), and (b) 2,083,333

shares pursuant to a Subordinated Convertible Promissory Note, dated December 20, 2017, by and between the Company and Tunstall

Canyon Group, LLC, an entity controlled by Halden, filed as Exhibit 10.34 and incorporated herein by reference.

Kevin Jones is a greater than 5% Shareholder and a director.

Kevin Jones is a greater than 5% Shareholder and a former

Jones resigned as a director during 2021.

Kevin Jones and Ransom Jones are brothers.

Jones has sole voting and dispositive power with respect to 7,014,887 Shares.

In addition, the amount of Common Stock beneficially

Jones has sole voting and dispositive

power with respect to 8,062,645 shares.

In addition, the amount of Common Stock beneficially owned by Mr.

Jones includes:

(a) 4,875,000 Shares held by Mabert, in which Mr.

Jones has an ownership interest and for

which he serves as a manager;

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

Jones’s late spouse, Ms.

Christine Earley, in which

(a) 4,875,000

Shares held by Mabert, in which Mr.

Jones has an ownership interest and for which he serves as a manager;

(b) 8,500,000 Shares owned

Jones’s late spouse, Ms.

Christine Earley, in which Mr.

Jones has a spousal interest;

and (c) 1,867,843 Shares issuable to Mr.

Jones pursuant to that certain Loan Agreement

by and between Mabert and the Company, dated September 14, 2018, filed as Exhibit 10.49 to the Company’s Form 10-K/A,

filed with the SEC on May 13, 2019.

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

owned subsidiary.

and (c) 1,867,843 Shares issuable

Jones pursuant to that certain Loan Agreement by and between Mabert and the Company, dated September 14, 2018, filed as Exhibit

10.49 to the Company’s Form 10-K/A, filed with the SEC on May 13, 2019.

Wright is the chairman of our Board of Directors, and president of GIE our wholly owned subsidiary.

Harer is a director and our acting president, making him a named executive officer.

The Common Stock beneficially

The Common Stock beneficially owned

Harer are those shares immediately issuable upon Mr.

Harer’s exercise of a Stock Purchase Warrant, dated

January 8, 2018, by and between our Company and Mr.

Harer’s exercise of a Stock Purchase Warrant, dated January 8,

2018, by and between our Company and Mr.

Harer, filed as Exhibit 10.37, and incorporated by reference herein.

Ransom Jones is a director and our chief financial officer, secretary and treasurer, making him a named executive

Ransom Jones is a director and our chief financial officer, secretary and treasurer, making him a named executive officer.

Jones has sole voting and dispositive power with respect to 250,000 shares of Common Stock.

In addition, the

amount of Common Stock beneficially owned by Mr.

In addition, the amount of Common

Stock beneficially owned by Mr.

Jones includes 4,500,000 shares owned by Mr.

Jones’s spouse, Ms.

Jones, in which Mr.

Jones has a spousal interest.

Jones’s spouse, Ms.

Jan Jones, in which Mr.

has a spousal interest.

Ransom Jones and Kevin Jones are brothers.

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in annual compensation, making him a named executive officer.

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

of our Common Stock during February 2020.

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

Stock during February 2020.

current directors and named executive officers as a group.

This ownership includes only the ownership of our current named

executive officers and directors.

Olynick served as our president from May 10, 2018, to July 19, 2019.

This ownership includes only the ownership of our current named executive

officers and directors.

Jones is listed as he resigned from being a director during 2021.

otherwise indicated, the address for each of these shareholders is c/o Greenway Technologies, Inc., at 1521 N.

Cooper Street,

Suite 205, Arlington, TX 76011.

Cooper Street, Suite

205, Arlington, TX 76011.

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

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

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

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

with us (the “

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

up to $1,500,000 (the “

Loan Amount ”).

With Board of Directors consent, the Loan Amount was subsequently increased

to provide up to a total $5,000,000 of availability under the Loan Agreement for us.

The Company’s bylaws provide no bar

from transactions with Interested Directors, so long as the interested party does not vote on such transaction.

not vote on this transaction.

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

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

These loans are secured by the assets

of our Company.

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

Should a default under the Loan Agreement

occur, there could be a foreclosure or a bankruptcy proceeding filed by Mabert on behalf of the lenders party to the Loan Agreement.

A foreclosure sale or distribution through bankruptcy could only result in the creditors receiving a pro rata payment based upon

the terms of the Loan Agreement.

Mabert did not nor will it receive cash compensation for its efforts.

Jones, as the owner and managing member of Mabert, is also the managing and control member of OPMGE, a research and development

venture in and to which the Company has a significant revenue member interest and has licensed its proprietary GTL technology

and equipment.

Kevin Jones’

family relationship as the brother of Mr.

Ransom Jones, our CFO, and his control

position over Mabert and OPMGE, Mr.

Jones is not considered an independent director.

Michael Wykrent, a director, made loans totaling $425,000 under the Mabert Loan Agreement to us prior to his being elected as

a director of the Company.

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

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

us (the “ Loan Agreement ”), for the purpose of funding working capital and general corporate expenses of up to $1,500,000

(the “ Loan Amount ”).

With Board of Directors consent, the Loan Amount was subsequently increased to provide up to

a total $5,000,000 of availability under the Loan Agreement for us.

The Company’s bylaws provide no bar from transactions with

Interested Directors, so long as the interested party does not vote on such transaction.

Jones did not vote on this transaction.

Jones, his late wife and Mabert have loaned a total $2,005,572 to the Company and six other Shareholders have loaned the balance of $748,433,

pursuant to the Loan Agreement, through the year ending December 31, 2021.

These loans are secured by the assets of our Company.

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

Should a default under the Loan Agreement occur, there could be a foreclosure

or a bankruptcy proceeding filed by Mabert on behalf of the lenders party to the Loan Agreement.

A foreclosure sale or distribution through

bankruptcy could only result in the creditors receiving a pro rata payment based upon the terms of the Loan Agreement.

Mabert did not

nor will it receive cash compensation for its efforts.

Jones, as the owner and

managing member of Mabert, was also the managing and control member of OPMGE, a research and development venture in and to which the

Company had a significant revenue member interest and has licensed its proprietary GTL technology and equipment.

Any relationship

between Greenway and OPMG has been terminated.Due to Mr.

Kevin Jones’ family relationship as the brother of Mr.

Ransom Jones, our

CFO, and his control position over Mabert , Mr.

Jones was not considered an independent director.

Michael Wykrent, a director, made loans totaling $425,000 under the Mabert Loan Agreement to us prior to his being elected as a director

of the Company and has had $80,000 of loans subsequently.

Mabert operates as an agent for various lenders, including Mr.

Wykrent, and manages such loans on behalf

of the various lenders under the Loan Agreement.

Wykrent was elected as a non-executive director and we believe that Mr.

remains an independent director, despite having this lending relationship through Mabert, which, in the opinion of the Company’s

Board of Directors, would not interfere with the exercise of his independent judgment in carrying out the responsibilities of

Paul Alfano, a director, was contracted as a consultant by the Company in April 2018 prior to his being elected as a director

of the Company, thereupon such consulting contract was terminated.

and manages such loans on behalf of the various lenders under the Loan Agreement.

Wykrent was elected as a non-executive director

and we believe that Mr.

Wykrent remains an independent director, despite having this lending relationship through Mabert, which, in the

opinion of the Company’s Board of Directors, would not interfere with the exercise of his independent judgment in carrying out

the responsibilities of a director.

Paul Alfano, a director, was contracted as a consultant by the Company in April 2018 prior to his being elected as a director of the

Company, thereupon such consulting contract was terminated.

In his consulting role, Mr.

Alfano’s total fees never

exceeded $120,000 for any prior period.

We have accrued a total $111,858 for the fees and expenses that were remaining under his

consulting agreement at the time Mr.

Alfano was elected as a non-executive director.

At the current time, there is no specific

timetable for repayment of such accrued expenses and we believe that Mr.

Alfano remains an independent director, despite having

these accrued prior consulting expenses, which, in the opinion of the Company’s Board of Directors, would not interfere

Alfano’s total fees never exceeded $120,000

for any prior period.

We have accrued a total $120,988 for the fees and expenses that were remaining under his consulting agreement at

Alfano was elected as a non-executive director and the associated accrued interest on these fees.

At the current time, there

is no specific timetable for repayment of such accrued expenses and we believe that Mr.

Alfano remains an independent director, despite

having these accrued prior consulting expenses, which, in the opinion of the Company’s Board of Directors, would not interfere

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

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

for services.

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

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

to make such repayments on a timely basis.

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

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

a 10% revenue interest, in OPMGE.

former director, Kevin Jones has advances outstanding of $68,014 as of December 31, 2021.

Although we expect to repay such advances during

fiscal year 2022, actual repayment of such advances is subject to an indefinite timeframe due to our financial condition and circumstances,

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

Our former director Kevin

Jones, through Mabert, acquired a non-operational GTL plant in Wharton, TX in July 2019.

One of our former key employees, Tom Phillips,

owns a 10% revenue interest in OPMGE.

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

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

due to Events of Default under the lease agreement between Mabert and OPMGE, the lease was terminated and OPMGE no longer has any rights

to operate the Wharton Plant.

Additionally, OPMGE is no longer a viable entity and has terminated all operations.

Alfano and Mr.

Wykrent serve as our two independent directors.

We use the definition of “independent director”

defined in the listing standards of the Nasdaq Stock Market, Inc.

Under this standard, an “independent director”

a person other than an executive officer or employee of a company or any other individual having a relationship which, in the

opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the

responsibilities of a director.

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

We use the definition of “independent director” as defined

in the listing standards of the Nasdaq Stock Market, Inc.

Under this standard, an “independent director” is a person other

than an executive officer or employee of a company or any other individual having a relationship which, in the opinion of the issuer’s

board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

addition, the following persons shall not be considered independent:

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

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

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

(i) compensation for board or board committee service;

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

than as an executive officer) of the issuer;

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

compensation;

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

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

compensation for board or board committee service;

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

executive officer) of the issuer;

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

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

as an executive officer;

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

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

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

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

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

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

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

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

other entity;

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

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

past three years.

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

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

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

is more, other than the following:

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

or (ii) payments

under non-discretionary charitable contribution matching programs;

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

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

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

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

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

Jones, nor Mr.

Wright qualify as

independent directors.

hope to add additional qualified independent members to our Board of Directors at a later date, depending upon our ability to

reach and maintain financial stability and/or continuing operations.

Wright qualify as independent directors.

hope to add additional qualified independent members to our Board of Directors at a later date, depending upon our ability to reach and

maintain financial stability and/or continuing operations.

Accounting Fees and Services.

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

Assurance ”), our

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

following table presents fees for professional services rendered by Assurance Dimensions (“ Assurance ”), our independent

auditors for the audit of our financial statements for the years ended December 31, 2021, and December 31, 2020, respectively:

Audit Related Fees

All Other Fees

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

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

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

for the years ended December 31, 2021 and December 31, 2020.

Policy for Services of Our Independent Auditors

Board of Directors reviews our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K filings before we file them

with the SEC.

In addition, our Board of Directors reviews the audit plans and anticipated fees for audit and tax work prior to

the commencement of that work.

Board of Directors reviews our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K filings before we file them with the

In addition, our Board of Directors reviews the audit plans and anticipated fees for audit and tax work prior to the commencement

of that work.

All fees paid to the independent auditors are pre-approved by our Board of Directors.

These services

may include audit services, audit-related services, tax services and other services.

These services may include audit

services, audit-related services, tax services and other services.

Financial Statement Schedules.

financial statements are included in Item 8 of this report.

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

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

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

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

Identification

Combination Agreement executed as of August 18, 2009, between Dynalyst Manufacturing Corporation and Universal Media Corporation, filed as Exhibit 10.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on March 13, 2002, filed as Exhibit 3.1 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on June 7, 2006, filed as Exhibit 3.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on August 28, 2009, changing the corporate name to Universal Media Corporation, filed as Exhibit 3.3 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Amendment of Articles of Incorporation of Universal Media Corporation filed with the Secretary of State of Texas on March 23, 2011, changing the corporate name to UMED Holdings, Inc., filed as Exhibit 3.4 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Amendment of Certificate of Formation of UMED Holdings, Inc.

filed with the Secretary of State of Texas on June 23, 2017, changing the corporate name to Greenway Technologies, Inc., filed as Exhibit 3.1 to the registrant’s Form 8-K/A on July 20, 2017, Commission File Number 000-55030.

Bylaws of Dynalyst Manufacturing Corporation, filed as Exhibit 3.5 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Incorporation of Greenway Innovative Energy, Inc.

filed with the Secretary of State of Nevada on July 6, 2012, filed as Exhibit 3.7 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Bylaws of Greenway Innovative Energy, Inc., filed as Exhibit 3.8 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Certificate of Amendment to the Articles of Incorporation approved by the Shareholders at the Special Shareholders Meeting on December 11, 2019

Purchase Agreement dated as of May 1, 2012, between Universal Media Corporation and Mamaki Tea & Extract, Inc., filed as Exhibit 10.3 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Universal Media Corporation and Mamaki of Hawaii, Inc.

formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.4 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Second Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Universal Media Corporation and Mamaki of Hawaii, Inc.

formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.5 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Purchase Agreement dated August 29th, 2012, between Universal Media Corporation and Greenway Innovative Energy, Inc., filed as Exhibit 10.6 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.5 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Purchase Agreement dated as of February 23, 2012, between Rig Support Services, Inc.

and UMED Holdings, Inc., filed as Exhibit 10.7 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Asset Purchase Agreement dated as of October 2, 2011, between Jet Regulators, L.C., R/T Jet Tech, L.P.

and UMED Holdings, Inc., filed as Exhibit 10.8 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Employee Agreement dated May 27, 2011, between UMED Holdings, Inc.

and Kevin Bentley, filed as Exhibit 10.9 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Employee Agreement dated May 27, 2011, between UMED Holdings, Inc.

Randy Moseley, filed as Exhibit 10.10 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Employee Agreement dated May 27, 2011, between UMED Holdings, Inc.

and Richard Halden, filed as Exhibit 10.11 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Employee Agreement dated August 29, 2012, between UMED Holdings, Inc.

and Raymond Wright, filed as Exhibit 10.12 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Employee Agreement dated August 29, 2012, between UMED Holdings, Inc.

and Conrad Greer, filed as Exhibit 10.13 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Consulting Agreement dated May 27, 2011, between UMED Holdings, Inc.

and Jabez Capital Group, LLC, filed as Exhibit 10.14 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Promissory Note in the amount of $850,000 dated August 17, 2012, executed by Mamaki Tea, Inc.

payable to Southwest Capital Funding, Ltd., filed as Exhibit 10.15 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Modification of Note and Liens effective as of October 1, 2012, between Southwest Capital Funding, Ltd.

and Mamaki Tea, Inc., filed as Exhibit 10.16 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Second Modification of Note and Liens effective as of December 20, 2012, between Southwest Capital Funding, Ltd., Mamaki Tea, Inc., and Mamaki of Hawaii, Inc., filed as Exhibit 10.17 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

and Mamaki Tea, Inc., filed as Exhibit 10.16 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Promissory Note in the amount of $150,000 dated August 17, 2012, executed by Mamaki Tea, Inc.

payable to Robert R.

Romer, filed as Exhibit 10.18 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Rig Support Services, Inc.

and UMED Holdings, Inc., filed as Exhibit 10.19 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Promissory Note in the amount of $158,000 dated September 18, 2014, executed by UMED Holdings, Inc.

payable to Tonaquint, Inc., filed as Exhibit 10.20 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Warrant dated September 18, 2014, for $47,400 worth of UMED Holdings, Inc.

shares issued to Tonaquint, Inc., filed as Exhibit 10.21 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Office Lease Agreement dated October 2015, between UMED Holdings, Inc.

and The Atrium Remains the Same, LLC, filed as Exhibit 10.22 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Warrant dated October 31, 2015, for 4,000,000 shares issued to Norman T.

Reynolds, Esq, filed as Exhibit 10.23 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

1 unchanged sentence

payable to Peter C.

Wilson, filed as Exhibit 10.24 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Convertible Promissory Note in the amount of $224,000 dated May 4, 2016, executed by UMED Holdings, Inc.

payable to Tonaquint, Inc., filed as Exhibit 10.25 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Severance and Release Agreement by and between UMED Holdings, Inc.

and Randy Moseley dated November 11, 2016, filed as Exhibit 10.26 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

1 unchanged sentence

in connection with Cause No.

DC-16-004718, in the 193rd District Court, Dallas County, Texas against Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison, filed as Exhibit 10.27 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Warrant dated February 1, 2017, for 2,000,000 shares issued to Richard J.

Halden, filed as Exhibit 10.28 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Warrant dated February 1, 2017, for 4,000,000 shares issued to Richard J.

Halden, filed as Exhibit 10.29 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Severance and Release Agreement by and between UMED Holdings, Inc.

and Richard Halden dated February 1, 2017, filed as Exhibit 10.30 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Assignment Agreement dated December 27, 2010, between Melek Mining, Inc., 4HM Partners, LLC, and UMED Holdings, Inc., filed as Exhibit 10.31 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

Consulting Agreement by and between the registrant and Chisos Equity Consultants, LLC, as amended on February 16, 2018, and March 19, 2018, filed as Exhibit 10.1 to the registrant’s Form 8-K, on March 21, 2018, Commission File Number 000-55030.

Promissory Note in the amount of $100,000 dated November 13, 2017, executed by Greenway Technologies, Inc.

4 unchanged sentences

Greer Family Trust Promissory Note and Settlement.

filed at Exhibit 10.34 to the registrant’s Form 10K on April 5, 2018, Commission File Number 000-55030.

Warrant dated January 8, 2018 for 4,000,000 shares issued to Kent Harer.

35 unchanged sentences

against Micheal R.

Warner et al (the “Dissident Shareholders”) for the matters in Cause No.

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

7 unchanged sentences

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

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

Certification of Kent Harer, President of Greenway Technologies, Inc., pursuant to 18 U.S.C.

§1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

Certification of Ransom Jones, Chief Financial Officer and Principal Accounting Officer of Greenway Technologies, Inc., pursuant to 18 U.S.C.

§1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

Certification of Kent Harer, President of Greenway Technologies, Inc., pursuant to 18 U.S.C.

§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

Certification of Ransom Jones, Chief Financial Officer and Principal Accounting Officer of Greenway Technologies, Inc., pursuant to 18 U.S.C.

§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

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Filed herewith.

Previously filed.

accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report

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

accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to

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

TECHNOLOGIES, INC.

April 14, 2021.

Harer, President

1 unchanged sentence

Accounting Officer

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

behalf of the registrant and in the capacities and on the dates indicated.

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

of the registrant and in the capacities and on the dates indicated.

April 8, 2022

Michael Wykrent

April 8, 2022

Raymond Wright

President of Greenway Innovative Energy, Inc.

April 8, 2022

TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

31, 2021 and 2020

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements

1 unchanged sentence

Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Stockholders’

Deficit for the Years Ended December 31, 2020 and 2019

Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

5 unchanged sentences

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

and subsidiary (the Company) as of December

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

deficit, and cash flows for each of the

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

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

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

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

Paragraph –

Going Concern

(the Company) as of December 31, 2021 and 2020,

and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year

period ended December 31, 2021, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the

results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with

accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

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

As discussed in Note 2 to

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

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

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

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

as a going concern.

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

The financial statements do not

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

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

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

the financial statements, the Company had a net loss and net cash used in operating activities of $1,744,376 and $791,906, respectively,

for the year ended December 31, 2021, and a working capital deficit and accumulated deficit of approximately $9,886,820 and $34,766,177,

respectively, as of December 31, 2021.

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

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

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

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

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

financial statements based on our audits.

9 unchanged sentences

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

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

Accordingly, we express no such opinion.

15 unchanged sentences

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

Collectability

of Note Receivable

of the Matter

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

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

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

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

Through the period ended December

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

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

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

Given the uncertainty of collectability of this

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

We Addressed the Matter in Our Audit

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

management’s assessment of collectability of the note.

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

from the lender to determine the likelihood of collectability.

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

should have a valuation allowance.

have served as the Company’s auditor since 2019.

did not identify any critical audit matters that need to be communicated.

have served as the Company’s auditor since 2019.

DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES

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TECHNOLOGIES, INC.

Consolidated Balance Sheets

As of December 31, 2020 and 2019

Balance Sheets

of December 31, 2021 and 2020

Current Assets

Prepaid Expenses

Receivable - related party, net

Total Current Assets

Property & equipment, net

Liabilities & Stockholders’

Liabilities & Stockholders’ Deficit

Current Liabilities

8 unchanged sentences

Total Current Liabilities

Long Term Liabilities

Notes Payable - Southwest Capital

Total Long Term Liabilities

Total Liabilities

Commitments and contingencies (Note 11)

Stockholders’

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

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

December 11, 2019.

Stockholders’ Deficit

Common stock 500,000,000 shares authorized, par value $ 0.0001 , 355,060,834 and 335,268,075 outstanding at December 31, 2021 and 2020, respectively

Additional paid-in capital

4 unchanged sentences

( 33,021,801 )

Total Stockholders’

Total Liabilities & Stockholder’s Deficit

Total Stockholders’ Deficit

( 9,886,820 )

( 8,844,210 )

Total Liabilities & Stockholder’s Deficit

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

7 unchanged sentences

Operating loss

( 1,156,103 )

( 1,371,512 )

Other income (expenses)

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

Gain on change in fair value of derivative

Interest expense

Settlement gain/ (loss) - loan agreement

Settlement loss - loan agreement

Gain on settlement of accounts payable

Loss on settlement related to legal matters

Convertible debt derivative expense

Reserve for equity method investment receivable

Other miscellaneous income

Total other income / (expense)

Convertible debt derivative expense

Total other expense

( 1,170,460 )

Loss before income taxes

( 1,744,376 )

( 2,541,972 )

Provision for income taxes

7 unchanged sentences

TECHNOLOGIES, INC.

Statements of Stockholders’

Statements of Changes in Stockholders’ Deficit

the years ended December 31, 2021 and 2020

ended December 31, 2021

Common Stock, par value $0.0001

Number of shares

paid-in capital

Subscription Receivable

Accumulated deficit

Stock, par value $0.0001

Balance, December

1 unchanged sentence

$ ( 8,844,210 )

Shares issued for cashless Warrant conversions

Shares issued for Loan Conversion

Shares issued for Promissory Note Fees

Shares issued with Promissory Notes

Common stock issued

Shares to be issued for Promissory Note Fees

Shares to be issued for settlement of accrued legal expenses

Shares issued for stock-based compensation

Shares issued for Private Placement

Par value adjustment

Net loss for the year ended December 31, 2020

be issued for promissory note fees

be issued for consulting fees

be issued for private placement

Shares issued

for promissory note fees

Shares issued

for consulting fees

Shares issued

for private placement

the year ended December 31, 2021

( 1,744,376 )

Balance, December 31, 2021

1 unchanged sentence

$ ( 9,886,820 )

Year ended December

ended December 31, 2020

Stock, par value $0.0001

December 31, 2018

Balance, December

$ ( 30,479,829 )

$ ( 6,889,485 )

issued for Warrant conversions

for incorrectly reported shares

issued for Promissory Note Fees

to be issued for Promissory Note Fees

to be issued for Loan Conversion

to be issued for stock-based compensation

issued in Legal Settlements

issued for Private Placement

loss for the year ended December 31, 2019

December 31, 2019

Shares issued

for cashless warrant conversions

Shares issued

for loan conversion

Shares issued

for promissory note fees

Shares issued

with promissory notes

be issued for promissory note fees

be issued for settlement of accrued legal expenses

Shares issued

for stock-based compensation

Shares issued

for private placement

Par value adjustment

the year ended December 31, 2020

( 2,541,972 )

Balance, December 31, 2020

$ ( 33,021,801 )

$ ( 8,844,210 )

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

10 unchanged sentences

Derivative expense

Loss on legal settlements, net of cash payments

Share based consulting fees

Stock based compensation

(Gain)/loss on settlement of debt

Debt settlement

Gain on settlement of accounts payable

Bad debt expense

Reserve for equity method investment receivable

Changes in operating assets and liabilities:

Prepaid expense

Prepaid expenses

Accrued expenses

Accrued expenses - related parties

Accounts payable

6 unchanged sentences

Proceeds from convertible notes payable

Payments on notes payable - related parties

Payments on other notes payable

Proceeds from sale of common stock

Stockholder advances

Proceeds from stockholder advances

Net Cash Provided by Financing Activities

Net Decrease in Cash

Net Increase (Decrease) in Cash

Cash Beginning of Year

5 unchanged sentences

New debt discount from convertible notes

Shares issued with promissory notes

Subscription receivables - warrants

Shares issued for promissory note fees

Conversion of stockholder advances –

related parties

to notes payable

Loan conversion (fair value of shares issued:

$ 0 and $ 643,590 )

Discount related to shares issued for promissory note fees

Conversion of stockholder advances – related parties to notes payable

Shares issued for promissory note fees

Shares issued with promissory notes

Shares issued for settlement of accrued legal settlements

3 unchanged sentences

31, 2021 and 2020

1 – ORGANIZATION

of Operations

Technologies, Inc., (“Greenway”, “GTI”

or the “Company”) through its wholly owned subsidiary,

Greenway Innovative Energy, Inc., is primarily engaged in the research, development and commercialization of a proprietary Gas-to-Liquids

(GTL) syngas conversion system that can be economically scaled to meet individual natural gas field/resource requirements.

Company’s proprietary and patented technology has now been realized in Greenway’s recently completed first generation

commercial-scale G-ReformerTM refractory unit, a unique and critical component to the Company’s overall GTL technology solution.

Greenway’s objective is to become a material direct and licensed producer of renewable GTL synthesized gasoline, diesel

and jet fuels, with a near term focus on U.S.

Technologies, Inc., (“Greenway”, “GTI” or the “Company”) through its wholly owned subsidiary, Greenway

Innovative Energy, Inc., is primarily engaged in the research, development and commercialization of a proprietary Gas-to-Liquids (GTL)

syngas conversion system that can be economically scaled to meet individual natural gas field/resource requirements.

The Company’s

proprietary and patented technology has been realized in Greenway’s first generation commercial-scale G-Reformer TM unit

(“G-Reformer”), a unique and critical component of the Company’s overall GTL technology solution.

objective is to become a material direct and licensed producer of renewable GTL synthesized diesel and jet fuels, with a near term focus

market opportunities.

Greenway’s

GTL Technology

August 2012, Greenway Technologies acquired 100 % of Greenway Innovative Energy, Inc.

(“GIE”) which owns patents and

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

Based on its breakthrough

process called Fractional Thermal Oxidation™

(“FTO”), the Company believes that the G-Reformer, combined with

conventional Fischer-Tropsch (“FT”) processes, offers an economical and scalable method to converting natural gas

to liquid fuel.

facilitate the commercialization process, Greenway announced in August 2019 that it had entered into an agreement to partially

own and operate an existing GTL plant located in Wharton, Texas.

Originally acquired by Mabert, a company controlled by director,

Kevin Jones, members include OPMGE (a company formed to facilitate the joint venture), Mabert and Tom Phillips, an employee of

The Company’s involvement in the venture is intended to facilitate third-party certification of the Company’s

G-Reformer technology, related equipment and technology.

In addition, the Company anticipates that OPMGE’s operations will

demonstrate that the G-Reformer is a commercially viable technology for producing syngas and marketable fuel products.

first operating GTL plant to use Greenway’s proprietary reforming technology and equipment, the Wharton joint venture facility

is initially expected to yield a minimum of 75 - 100 barrels per day of gasoline and diesel fuels from converted natural gas.

To date, the Company has not raised sufficient funding to achieve the aforementioned objectives but continues to work toward that

(“GIE”) which owns patents and trade

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

Based on a breakthrough process

named Fractional Thermal Oxidation™ (“FTO”), the Company believes that its G-Reformer unit, combined with conventional

and proprietary Fischer-Tropsch (“FT”) processes, offers an economical and scalable method to convert natural gas to liquid

To facilitate the commercialization

process, Greenway announced in August 2019 that it had entered into an agreement to partially own and operate an existing GTL plant

located in Wharton, Texas.

The plant was acquired by Mabert, a company 100 % owned

by a former director, Kevin Jones.

OPM Green Energy, LLC (“OPMGE”), a company formed to facilitate the joint venture, is

owned by Mabert, Tom Phillips, a former employee of the Company, and Greenway.

The Company’s involvement in the venture was

intended to facilitate third-party certification of the Company’s G-Reformer technology, related equipment and technology.

addition, the Company anticipated that OPMGE’s operations would demonstrate that the G-Reformer is a commercially viable

technology for producing syngas and marketable fuel products.

OPMGE is not functioning at present.

Mabert owns the Wharton Plant.

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.

The new plant is anticipated to prove out the economics for

the Company’s technology and GTL processes.

Initial 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.

2 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

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accompanying consolidated financial statements include the financial statements of Greenway and its wholly owned subsidiaries.

There are no assets, liabilities or operations in the Universal Media Corporation and Logistix Technology Systems subsidiaries

identified below.

All intercompany transactions and balances have been eliminated in consolidation.

are no assets, liabilities or operations in the Universal Media Corporation and Logistix Technology Systems subsidiaries identified below.

All significant inter-company accounts and transactions were eliminated in consolidation.

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

SCHEDULE OF SUBSIDIARIES

Name of Entity

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Concern Uncertainties

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

satisfaction of liabilities in the normal course of business.

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

of liabilities in the normal course of business.

As of December 31, 2021, we have an accumulated deficit of $ 34,766,177 .

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

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

The ability of the Company to continue

as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company

to obtain necessary financing to fund ongoing operations.

While the Company is attempting to commence revenue generating operations

and thereby generate sustainable revenues, the Company’s current cash position is not sufficient to support its ongoing

daily operations and requires the Company to raise addition capital through debt and/or equity sources.

Management believes that

its current and future plans will enable it to continue as a going concern for the next twelve months from the date of this report.

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

Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which

the Company operates.

The COVID-19 (coronavirus) outbreak has had a notable impact on general economic conditions, including but

not limited to the temporary closures of many businesses, “shelter in place”

and other governmental regulations, reduced

business and consumer spending due to both job losses, reduced investing activity and M&A transactions, among many other effects

attributable to the COVID-19 (coronavirus), and there continue to be many unknowns.

While to date the Company has not been required

to stop operating, management is evaluating its use of its office space, virtual meetings and the like.

The Company continues

to monitor the impact of the COVID-19 (coronavirus) outbreak closely.

The extent to which the COVID-19 (coronavirus) outbreak

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

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

be necessary should the Company have to curtail operations or be unable to continue in existence.

Reclassification

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

to “Notes payable and convertible notes payable”

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

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

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

ended December 31, 2021, we incurred a net loss of $ 1,744,376 and used $ 791,906 in net cash for operating activities.

In addition, we

had a working capital deficiency of $ 9,886,820 as of December 31, 2021.

The ability of the Company to continue as a going concern is

in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing

to fund ongoing operations.

While the Company is attempting to commence revenue generating operations and thereby generate sustainable

revenues, the Company’s current cash position is not sufficient to support its ongoing daily operations and requires the Company

to raise addition capital through debt and/or equity sources.

Management believes that its current and future plans will enable it to

continue as a going concern for the next twelve months from the date of this report.

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

and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates.

The COVID-19 (coronavirus) outbreak has had a notable impact on general economic conditions, including but not limited to the temporary

closures of many businesses, “shelter in place” and other governmental directives, reduced business and consumer spending

due to both job losses, reduced investing activity and M&A transactions, among many other effects attributable to the COVID-19 (coronavirus),

and there continue to be many unknowns.

While to date the Company has not been required to stop operating, management is evaluating its

use of its office space, virtual meetings and other measures.

The Company continues to monitor the impact of the COVID-19 (coronavirus)

The extent to which the COVID-19 (coronavirus) outbreak will impact our operations, and our ability to obtain financing

or future financial results is uncertain.

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

should the Company have to curtail operations or be unable to continue in existence.

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Major additions and improvements are capitalized.

The cost and related accumulated depreciation

of equipment retired or sold, are removed from the accounts and any differences between the undepreciated amount and the proceeds

from the sale or salvage value are recorded as a gain or loss on sale of equipment.

Depreciation is computed using the straight-line

method over the estimated useful life of the assets.

The cost and related accumulated depreciation of

equipment retired or sold, are removed from the accounts and any differences between the undepreciated amount and the proceeds from the

sale or salvage value are recorded as a gain or loss on sale of equipment.

Depreciation is computed using the straight-line method over

the estimated useful life of the assets.

of Long-Lived Assets

Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount

may not be recoverable, in accordance with Accounting Standards Codification, ASC Topic 360, Property, Plant and Equipment .

An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset

or asset group is expected to generate.

If an asset or asset group is considered impaired, the impairment to be recognized is

measured by the amount by which the carrying amount of the assets exceeds its fair value.

If estimated fair value is less than

the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

There were no long-lived

assets or impairment charges for the year ended December 31, 2020.

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

Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the

consideration to which the entity expects to be entitled in exchange for those goods or services.

The guidance also requires disclosures

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

has not, to date, generated any revenues.

Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may

not be recoverable, in accordance with Accounting Standards Codification, ASC Topic 360, Property, Plant and Equipment .

or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is

expected to generate.

If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by

which the carrying amount of the assets exceeds its fair value.

If estimated fair value is less than the book value, the asset is written

down to the estimated fair value and an impairment loss is recognized.

There were no long-lived assets or impairment charges for the

year ended December 31, 2021.

FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016.

Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration

to which the entity expects to be entitled in exchange for those goods or services.

The guidance also requires disclosures regarding

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

The Company has not, to date,

generated any revenues.

Method Investment

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

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

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

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

evaluated its interest in OPMGE and determined that the Company does not control OPMGE.

The Company accounts for its interest

in OPMGE via the equity method of accounting.

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

31, 2020, OPMGE had no material business activity as of such date.

As described in Note 9, the Company maintains a Related Party

receivable with OPMGE for $412,885 related to our advancing capital for certain of OPMGE’s capital expenditures that we

believe are in the Company’s best interests.

Due to the uncertainty of the collectability of the OPMGE receivable, the Company

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

Company contributed a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for 42.86 %

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

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

However, Greenway never transferred

the G-Reformer to OPMGE, as required by the LIMITED LIABILITY COMPANY AGREEMENT OF OPM GREEN ENERGY, LLC.

Accordingly, it defaulted on

its obligation under the agreement.

Since the Wharton Plant is owned by Mabert, OPMGE is no longer a viable entity as of December 31,

As of December 31, 2021, there is no book

or assets within OPMGE.

Accordingly, the Company’s receivable with this entity is fully reserved for as of December 31, 2021.

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

Generally Accepted Accounting Principles (“GAAP”)

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues

and expenses during the reporting period.

Such estimates include allowance for collectible receivables, derivative liability valuations,

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

Generally Accepted Accounting Principles (“GAAP”)

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during

the reporting period.

Such estimates include allowance for collectible receivables, derivative liability valuations, valuation of share-based

costs, and deferred tax valuation allowances.

Actual results could differ from such estimates.

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

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

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

which requires that the Company

recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the

tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse.

income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities.

A valuation allowance

is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

were no cash equivalents at December 31, 2021 or December 31, 2020.

Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires that the Company recognize

deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets

and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse.

Deferred income tax benefit

(expense) results from the change in net deferred tax assets or deferred tax liabilities.

A valuation allowance is recorded when it is

more likely than not that some or all deferred tax assets will not be realized.

Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes.

The ASC clarifies the accounting

for uncertainty in income taxes recognized in an enterprise’s financial statements.

The ASC prescribes a recognition threshold

and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken

in a tax return.

The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods,

disclosure and transition.

Open tax years, subject to IRS examination include 2016 –

2020, with no corporate tax returns

filed for the years ending 2016 to 2020.

and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in

a tax return.

The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure

and transition.

Open tax years, subject to IRS examination include 2016 – 2021, with no corporate tax returns filed for the years

ending 2016 to 2021.

Loss Per Share, basic and diluted

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

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

For the year ended December 31, 2020, shares issuable

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

loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares

issued and outstanding for the period.

For the year ended December 31, 2021, shares issuable upon the exercise of warrants ( 3,000,000 ),

shares convertible for debt ( 2,083,333 )

and shares outstanding but not yet issued ( 365,166 )

have been excluded as a common stock equivalent

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

For the year ended December 31, 2020, shares issuable upon

the exercise of warrants ( 7,000,000 ),

shares convertible for debt and shares outstanding

but not yet issued ( 537,762 )

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

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

and shares outstanding but not yet issued (13,000,986) have been excluded as a common stock equivalent in the diluted loss per

share because their effect would be anti-dilutive.

Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging

(“ASC 815”), which establishes accounting and reporting standards for derivative instruments, including certain

derivative instruments embedded in other contracts, and for hedging activities.

They require that an entity recognize all derivatives

as either assets or liabilities in the balance sheet and measure those instruments at fair value.

certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing

of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged

asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction.

For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

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

During the year ended December 31, 2020, the Company

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

See Note 6 –

Notes Payable and Convertible Notes Payable.

Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC

815”), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments

embedded in other contracts, and for hedging activities.

They require that an entity recognize all derivatives as either assets or liabilities

in the balance sheet and measure those instruments at fair value.

certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of

gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability

that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction.

For a derivative not designated

as a hedging instrument, the gain or loss is recognized in income in the period of change.

The Company did not have any derivative liabilities

as of December 31, 2021.

During the year ended December 31, 2020, the Company entered into two convertible notes creating derivative

liabilities which were converted into shares and settled during the year.

See Note 6 – Notes Payable and Convertible Notes Payable.

Value of Financial Instruments

January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the

FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted.

Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a

liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants

at the measurement date.

A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into

three levels as follows:

January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB,

with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted.

is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the

principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement

A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three levels as follows:

1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities.

Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as

at the measurement date;

2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the

measurement date;

quoted prices in the market that are not active;

or other inputs that are observable, either directly

or indirectly.

Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s

or other inputs that are observable, either directly or indirectly.

3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s

best estimate of what market participants would use as fair value.

following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at

December 31, 2020 and 2019:

2020 Derivative Liabilities

following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at December

31, 2021 and 2020:

SCHEDULE OF COMPANY'S ASSETS AND LIABILITIES BY LEVEL MEASURED AT FAIR VALUE ON A RECURRING BASIS

2021 Derivative Liabilities

following assets and liabilities are measured on the balance sheets at fair value on a recurring basis utilizing significant unobservable

inputs or Level 3 assumptions in their valuation.

The following tables provide a reconciliation of the beginning and ending balances

of the liabilities:

gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair

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

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

2020 Derivative Liabilities

gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value

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

of and for the year ended December 31, 2021, the Company did not have a derivative or derivative activity.

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

December 31, 2019

SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE

Change in Fair Value

(Gain)/loss on Settlement

Derivative Liabilities

Based Compensation

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

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

At December 31, 2020 and 2019, the Company did not have any outstanding stock options.

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

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

31, 2021 and 2020, the Company did no t have any outstanding stock options.

Concentration

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

The Company places its cash with high credit quality institutions.

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

limit of $250,000.

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

Company places its cash with high credit quality institutions.

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

The Company did no t have cash on deposit in excess of such limit on December 31, 2021 and 2020.

and Development

Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research

and Development (“ASC 730-10”).

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

and Development (“ASC 730-10”).

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

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

Third-party research and development

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

applicable agreement.

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

in the period incurred.

The Company incurred research and development expenses of $30,000 and $441,320 during the years ended

December 31, 2020 and 2019, respectively.

Third-party research and development costs are expensed

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

Company-sponsored

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

The Company incurred

research and development expenses of $ 158,000 and $ 30,000 during the years ended December 31, 2021 and 2020, respectively.

of Common Stock

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

on the date of any such grant.

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

date of any such grant.

of New Accounting Standards

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

effect on the accompanying consolidated financial statements.

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

on the accompanying consolidated financial statements.

4 – PROPERTY, PLANT AND EQUIPMENT

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are summarized as follows:

Range of Lives

SCHEDULE OF PROPERTY PLANT, AND EQUIPMENT

Range of Lives in Years

Furniture and fixtures

Property and equipment, gross

Less accumulated depreciation

Property and equipment, net

Depreciation expense for the year ended December 31, 2021 and 2020

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

SCHEDULE OF NOTES PAYABLE

December 31, 2021

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Total notes payable related parties

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

Unsecured convertible note payable at 4.5 % per annum dated December 20, 2017 to a corporation, payable in two parts on January 8, 2018 and 2019 (2)

Promissory Note at 7.7 % simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18 %, with the principal amount due August 15, 2022 (3)

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

Unsecured note payable at 10% per annum dated November 13, 2017 to a corporation, with an amended due date of March 1, 2020 (2)

Convertible $118,000 1 Yr term note payable at 10.0% per annum dated January 24, 2020 to a lender, payable by January 24, 2021, or converts into shares of the Company’s common stock by a predetermined formula (6)

Convertible $53,000 1 Yr note payable at 10.0% per annum dated February 12, 2020 to a lender, payable by February 12, 2021, or it converts into shares of the Company’s common stock by a predetermined formula (7)

Unsecured note payable at 10 % per annum dated November 13, 2017 to a corporation, with an amended

due date of March 1, 2020 (5)

Total notes payable and convertible notes payable

On September 14, 2018, the Company entered into a loan agreement with a private company, Mabert LLC, acting as Agent for various

private lenders (the “Loan Agreement”) for the purpose of funding working capital and general corporate expenses up

to $1,500,000, subsequently amended to a maximum of $5,000,000.

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

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

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

debt) through December 31, 2020.

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

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

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

with the State of Texas.

(1) On September 14,

2018, the Company entered into a loan agreement with a private company, Mabert LLC, acting as Agent for various private lenders (the

“Loan Agreement”) for the purpose of funding working capital and general corporate expenses up to $ 1,500,000 , subsequently

amended to a maximum of $ 5,000,000 .

Mabert LLC is a Texas limited liability company, owned by stockholder, Kevin Jones, and his late

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

The loan is fully secured, Mabert having filed

a UCC-1 with the State of Texas.

For each Promissory Note loan made under the Loan Agreement, as a cost to each note, the Company agreed

to issue warrants and/or stock for Common Stock valued at $0.01 per share on an initial one-time basis at 3.67:1 and subsequently

on a 2:1 basis for each dollar borrowed.

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

of Common Stock related to these loans.

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

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

this amount is amortized to interest expense on

a straight-line basis over the terms of the loans.

April 30, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $25,000, at 18% interest

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

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

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

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

As a cost of the note, the Company

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

to standard Rule 144 restrictions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

to issue warrants and/or stock for Common Stock valued at $ 0.01 per share on an initial one-time basis at 3.67:1 and subsequently on

a 2:1 basis for each dollar borrowed .

(2) On December 20,

2017, the Company issued a convertible promissory note for $ 166,667 , payable by December 20, 2020.

This loan is in default for breach

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

the default is cured or is paid at term .

See Note 6 – Notes Payable and Convertible Notes Payable.

(3) On September 26,

2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd.

(“ Southwest ”),as part of

the consideration for an agreed stipulated judgement, we agreed to provide Southwest a Promissory Note in the amount of $ 525,000 , providing

for a three -year term, at 7.7 % simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest

at 18 %, with the principal amount due at maturity.

The Company did not pay the third semi-annual interest payment when it was due in

February 2021, and thus reported the note as a current liability as of December 31, 2020.

In May 2021, the Company made the semi-annual

interest payment (including late fees), cured the default and reclassed the note back to long-term liabilities.

As of August 15, 2021,

the maturity date of the note is one year and thus the Company reclassed the note to current liabilities for the period ended December

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

See Note 6 – Notes Payable and Convertible

Notes Payable.

(4) On March 6, 2019,

the Company entered into Settlement Agreement with Wildcat Consulting Group LLC (“Wildcat”), as settlement of a consulting

agreement lawsuit the Company agreed to pay Wildcat a total of $ 300,000 , payable in sixty monthly installments of $ 5,000 per month beginning

March 2019 and continuing each month until the settlement is paid in full.

November 13, 2017, the Company executed a Promissory Note with Wildcat for a lump sum payment

of $ 100,000 , plus an additional $ 10,000 interest, due on February 2018.

The Company defaulted

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

The parties subsequently

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

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

new Promissory Note had a maturity date of March 1, 2020 and provided for four equal payments

of principal through such date, plus accrued interest at 10 % upon maturity.

The Company made

all required payments thereby extinguishing such Promissory Note as of period ended March

the Loan Agreement, various private lenders have loaned gross loan proceeds of $ 2,754,006

(excluding a debt discount of $ 8,742 ,

for a net $ 2,745,264

book debt) through December 31, 2021.

and his late wife have loaned $ 2,836,915

from inception through December 31, 2021, including

in the year ended December 31, 2021, and

have received $ 100,000

in loan repayments.

Pursuant to ACS 470, the

fair value attributable to a discount on the debt is $ 8,742

for the years ended December 31, 2021 and 2020,

respectively;

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

private party loans with the Company are often established by converting the Company’s outstanding stockholder advances due to

related parties into a new note payable under the Loan Agreement in the quarter following the advance.

There have been instances in which

private lenders, under the Loan Agreement, enter into loans directly with the Company (not through an advance).

As of December 31, 2021,

the Company had a total of $ 68,014 in stockholder advances.

In 2021, the Company received proceeds of $ 354,327 in the form of stockholder

Additionally, during the year ended December 31, 2021, a total of $ 429,247 has been converted to notes payables with related

parties and the Company has made payments of $ 100,000 on the notes payable to related parties.

The remaining $ 68,014 in stockholder advances

will be converted into a note payable with related parties during the first quarter of 2022.

March 31, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 101,823 ,

at 18 % interest per annum.

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

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

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

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

July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 128,093 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 256,186 shares of its Common Stock at

a market price of $0.04 per share for a total debt discount of $9,488, subject to standard Rule 144 restrictions.

As a cost of the note, the Company agreed to issue 256,186 shares of its Common Stock at a market price of

$ 0.04 per share for a total debt discount of $ 9,488 , subject to standard Rule 144 restrictions.

July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for $ 25,000 ,

at 10 % interest per annum.

As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a

market price of $0.04 per share for a total debt discount of $1,852, subject to standard Rule 144 restrictions.

As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a market price of

$ 0.04 per share for a total debt discount of $ 1,852 , subject to standard Rule 144 restrictions.

July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 25,000 ,

at 10 % interest per annum.

As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a

market price of $0.04 per share for a total debt discount of $1,852, subject to standard Rule 144 restrictions.

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

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

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

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

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

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

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

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

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

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

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

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

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

As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a market price of

$ 0.04 per share for a total debt discount of $ 1,852 , subject to standard Rule 144 restrictions.

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

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

1 unchanged sentence

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

October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 95,352 ,

at 18 % interest per annum.

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

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

October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for $ 3,433 ,

at 10 % interest per annum.

As a cost of the note, the Company agreed to issue 6,867 shares of its Common Stock at a market price of $ 0.02

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

October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 5,000 ,

at 10 % interest per annum.

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

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

January 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 142,934 ,

at 18 % interest per annum.

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

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

April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Michael Wykrent, a Director and shareholder for $ 70,000 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 140,000 shares of its Common Stock at a market price of

$ 0.03 per share for a total debt discount of $ 3,962 , subject to standard Rule 144 restrictions.

April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 5,000 ,

at 18 % interest per annum.

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

$ 0.03 per share for a total debt discount of $ 283 , subject to standard Rule 144 restrictions.

April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 112,064 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 224,128 shares of its Common Stock at a market price of

$ 0.03 per share for a total debt discount of $ 6,343 , subject to standard Rule 144 restrictions.

July 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 99,250 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 198,500 shares of its Common Stock at a market price of

$ 0.07 per share for a total debt discount of $ 12,189 , subject to standard Rule 144 restrictions.

The 224,128 shares of common stock are

reported in common stock to be issued as of September 30, 2021, as they were not yet issued by the Company.

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

60 days of the term that they would like payment of the principal and accrued interest upon the end of such promissory note term.

No lenders requested payment for such individual promissory notes during the year ended December 2020.

On November 13, 2017, the Company executed a Promissory Note with Wildcat for a lump sum payment of $100,000, plus an additional

$10,000 interest, due on February 2018.

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

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

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

The new Promissory Note had a maturity date of March

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

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

See Note 11 –

On December 20, 2017, the Company issued a convertible promissory note for $166,667, payable by December 20, 2020.

in default for breach of payment.

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

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

See Note 6 –

Notes Payable and Convertible Notes

On September 26, 2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd.

Southwest ”),as

part of the consideration for an agreed stipulated judgement, we agreed to provide Southwest a Promissory Note in the amount of

$525,000, providing for a three-year term, at 7.7% simple interest only, payable semi-annually, with interest due calculated on

a 365-day year, default interest at 18%, with the principal amount due at maturity.

The Company was in default of its semiannual

interest payment as of February 2021, and thus has classified the note as a current liability.

See Note 6 –

lenders requested payment for such individual promissory notes during the year ended December 31, 2020.

the year ended December 31, 2021, Kevin Jones requested payment on his promissory notes outstanding of $ 100,000 .

(2) On December 20,

2017, the Company issued a convertible promissory note for $ 166,667 , payable by December 20, 2020.

This loan is in default for breach

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

the default is cured or is paid at term .

See Note 6 – Notes Payable and Convertible Notes Payable.

(3) On September 26,

2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd.

(“ Southwest ”),as part of

the consideration for an agreed stipulated judgement, we agreed to provide Southwest a Promissory Note in the amount of $ 525,000 , providing

for a three -year term, at 7.7 % simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest

at 18 %, with the principal amount due at maturity.

The Company did not pay the third semi-annual interest payment when it was due in

February 2021, and thus reported the note as a current liability as of December 31, 2020.

In May 2021, the Company made the semi-annual

interest payment (including late fees), cured the default and reclassed the note back to long-term liabilities.

As of August 15, 2021,

the maturity date of the note is one year and thus the Company reclassed the note to current liabilities for the period ended December

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

See Note 6 – Notes Payable and Convertible

Notes Payable.

and Convertible Notes Payable and Note 12 –

Subsequent Events.

On March 6, 2019, the Company entered into Settlement Agreement with Wildcat Consulting Group LLC (“Wildcat”), as

settlement of a consulting agreement lawsuit the Company agreed to pay Wildcat a total of $300,000, payable in sixty monthly installments

of $5,000 per month beginning March 2019 and continuing each month until the settlement is paid in full.

On January 24, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between

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

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

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

The Note requires

the Company to hold certain amounts of its common stock in reserve in the event that the Company does not pay the balance within

the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining

balance due at term.

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

As of December

31, 2020, PowerUp had converted the entire $118,000 of note principal into 11,144,344 shares of the Company’s common stock.

See Note 6 –

Notes Payable and Convertible Notes Payable .

On February 12, 2020, the Company entered into a second Purchase Agreement with PowerUp under substantially similar terms and

conditions, whereby the Company sold a one-year Convertible Promissory Note, dated February 12, 2020, payable with interest of

ten percent (10%) per annum, in exchange for cash of $53,000.

The Note requires the Company to hold certain amounts of its common

stock in reserve in the event that the Company does not to pay the balance within the prescribed term and/or PowerUp elects to

convert such Note to common stock after six months from inception, with any remaining balance due at term.

As of December 31,

2020, PowerUp had converted the entire $53,000 of note principal into 8,695,312 shares of the Company’s common stock.

Note 6 –

Notes Payable and Convertible Notes Payable.

the period ended December 31, 2020, total interest expense of $769,170 includes amortization expense of $171,000 related to the

PowerUp notes and $122,000 of discount on other notes.

For the year ended December 31, 2020 the net loss on debt settlements was

due to total gain on derivative settlement and conversions of $142,333 and loss on debt extinguishments of $160,214.

(4) On March 6, 2019,

the Company entered into Settlement Agreement with Wildcat Consulting Group LLC (“Wildcat”), as settlement of a consulting

agreement lawsuit the Company agreed to pay Wildcat a total of $ 300,000 , payable in sixty monthly installments of $ 5,000 per month beginning

March 2019 and continuing each month until the settlement is paid in full.

November 13, 2017, the Company executed a Promissory Note with Wildcat for a lump sum payment

of $ 100,000 , plus an additional $ 10,000 interest, due on February 2018.

The Company defaulted

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

The parties subsequently

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

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

new Promissory Note had a maturity date of March 1, 2020 and provided for four equal payments

of principal through such date, plus accrued interest at 10 % upon maturity.

The Company made

all required payments thereby extinguishing such Promissory Note as of period ended March

6 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

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

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

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

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

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

As of December 20, 2018, a material event

of default occurred for breach of payment of the interest then due, with such default continuing thought the date of this report.

The holder of the note has the right to convert at any time and has indicated that it might convert under settlement discussions

with the principal, Richard Halden, unrelated to this convertible note.

See Note 5 –

Term Notes Payable and Notes Payable

Related Party.

Company evaluated the terms of the convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and

concluded that the Convertible Note did not resulted in a derivative.

The Company evaluated the terms of the convertible note

and concluded that there was a beneficial conversion feature since the convertible note was convertible into shares of common

stock at a discount to the market value of the common stock.

The discount related to the beneficial conversion feature on the

note was valued at $27,083 based on the $0.013 difference between the market price of $0.093 and the conversion price of $0.08

times the 2,083,325 conversion shares.

As a result of the event of default, the discount related to the beneficial conversion

feature has been extinguished for the balance of 2018, and until the event of default is cured or the note is converted to common

Company issued a $150,000 convertible promissory note January 16, 2018 bearing interest at 4.50% per annum to an accredited investor,

the Greer Family Trust (“Trust”), payable in equal installments of $6,000 plus accrued interest until the principal

and accrued interest are paid in full.

The note provided the Trust a right to convert the note into common stock of the Company

at a conversion price of equal to seventy percent (70%) of the prior twenty (20) days average closing market price of the Company’s

common stock.

As of April 1, 2018, only one $6,000 payment had been made, creating a material event of default.

At which time,

the default interest rate became 18%.

The Company accrued such default interest since the default.

July 25, 2019, a Trustee for the Trust sent notice to the Company of their election to convert all unpaid principal and accrued

interest of $183,220 due under the note.

The conversion price as calculated according to the note’s terms is $0.0469 per

share, resulting in a conversion of the Note and accrued interest into 3,906,610 shares of the Company’s common stock.

shares were issued in the first quarter of 2020.

Company evaluated the terms of the original convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity,

and concluded that the Convertible Note resulted in a derivative.

The discount related to the beneficial conversion feature on

the note was valued at $58,595 based on the difference between the fair value of the 1,578,947 convertible shares at the valuation

date and the $150,000 note value.

The discount related to the beneficial conversion feature was being amortized over the term

Due to the conversion of the convertible note on July 25, 2019, the Company extinguished the total $168,375 derivative

liability as of the conversion date, recording a $64,899 loss in the fair value of a derivative for the year ended December 31,

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

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

Per the terms of the promissory

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

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

second $ 80,000 installment payment, respectively).

As of December 20, 2018, a material event of default occurred for breach of payment

of the interest then due, with such default continuing thought the date of this report.

The holder of the note has the right to convert

at any time and has indicated that it might convert under settlement discussions with the principal, Richard Halden, unrelated to this

convertible note.

See Note 5 – Term Notes Payable and Notes Payable Related Party.

Company evaluated the terms of the convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and concluded

that the Convertible Note did not resulted in a derivative.

The Company evaluated the terms of the convertible note and concluded that

there was a beneficial conversion feature since the convertible note was convertible into shares of common stock at a discount to the

market value of the common stock.

The discount related to the beneficial conversion feature on the note was valued at $ 27,083 based on

the $0.013 difference between the market price of $ 0.093 and the conversion price of $ 0.08 times the 2,083,325 conversion shares .

a result of the event of default, the discount related to the beneficial conversion feature has been extinguished for the balance of

2018, and until the event of default is cured or the note is converted to common shares.

September 26, 2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd.

Southwest ”)

(“ Southwest ”)

to resolve all conflicts related to a lawsuit in Hawaii, cause no.

16-1-0342, in the Circuit Court of the Third Circuit, State

of Hawaii, styled Southwest Capital Funding, Ltd.

16-1-0342, in the Circuit Court of the Third Circuit, State of Hawaii,

styled Southwest Capital Funding, Ltd.

Mamaki Tea, Inc., et.

al ., whereby the Company had provided loan guarantees

for Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison.

As part of the consideration for an agreed

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

at 7.7% simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18%,

with the principal amount due at maturity.

The Company has made all required interest payments to date.

The principal balance

of $525,000 and remaining accrued interest on the note is due August 15, 2022.

In addition, we agreed to issue and deliver to

Southwest 1,000,000 shares of Rule 144 restricted Common Stock valued at $0.05 per share.

The shares were issued in the 3 rd

quarter 2019, and were fully expensed in the period ended December 2019.

Provided there is no default on the Promissory

Note, Southwest agreed to not sell any stock for at least one year from the date of the Settlement Agreement.

January 24, 2020, the Company entered into a Purchase Agreement and Convertible Promissory Note credit facility whereby at the

Company’s request, and depending on certain market factors at the time of each request, PowerUp agreed to provide up to

$1,000,000 to the Company under the same and substantially similar terms for each requested Note over a twelve-month period, subject

to stock price and trading attributes at the time of such request.

During the period ended December 31, 2020, the Company entered

into, and converted to equity, two Convertible Promissory Notes, for total proceeds of $171,000.

See Note 5 –

Payable and Notes Payable Related Parties.

al ., whereby the Company had provided loan guarantees for Mamaki

of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison.

As part of the consideration for an agreed stipulated judgement,

we agreed to provide Southwest a Promissory Note in the amount of $ 525,000 , providing for a three -year term, at 7.7 % simple interest

only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18 %, with the principal amount due at

The principal balance of $ 525,000 and remaining accrued interest on the note is due August 15, 2022 .

In addition, we agreed

to issue and deliver to Southwest 1,000,000 shares of Rule 144 restricted Common Stock valued at $ 0.05 per share.

The shares were issued

in the 3 rd quarter 2019 and were fully expensed in the period ended December 2019.

The Company did not pay the third semi-annual

interest payment when it was due in February 2021.

In May 2021, the Company made the semi-annual interest payment (including late fees)

and cured the default.

See Note 5 – Convertible Notes Payable and Notes Payable Related Parties.

January 24, 2020, the Company entered into a Purchase Agreement and Convertible Promissory Note credit facility whereby at the Company’s

request, and depending on certain market factors at the time of each request, PowerUp agreed to provide up to $ 1,000,000 to the Company

under the same and substantially similar terms for each requested Note over a twelve-month period, subject to stock price and trading

attributes at the time of such request.

During the period ended December 31, 2020, the Company entered into, and converted to equity,

two Convertible Promissory Notes, for total proceeds of $ 171,000 .

Purchase Agreement contains customary representations and warranties, covenants, and conditions to closing.

Material terms of

the notes (“Notes”) include the following provisions:

Material terms of the notes

(“Notes”) include the following provisions:

unpaid principal balance of the Notes shall bear interest at the rate of 10 % per year;

amount of principal or interest due under the Notes that is not paid when due shall bear interest at the rate of 22% per year

from the date it was due until such outstanding amount is paid;

amount of principal or interest due under the Notes that is not paid when due shall bear interest at the rate of 22 % per year from

the date it was due until such outstanding amount is paid;

may elect to convert all or any part of the outstanding and unpaid amount of the Notes into shares of common stock, par value $ 0.0001

$0.0001 per share, at a 35% discount to various market prices after an initial Company option period, from time to time, during

the period that is 180 days following the issue date of the Notes;

Company must reserve up to five times the number of shares of common stock that would be issuable upon full conversion of

the Notes, and instruct the Company’s transfer agent, Transfer Online, Inc., to that effect;

per share, at a 35 % discount to various market prices after an initial Company option period, from time to time, during the period

that is 180 days following the issue date of the Notes;

Company must reserve up to five times the number of shares of common stock that would be issuable upon full conversion of the Notes,

and instruct the Company’s transfer agent, Transfer Online, Inc., to that effect;

Company may prepay the Notes, but must pay a prepayment percentage to PowerUp depending on the time that the Notes are prepaid;

long as the Notes remain outstanding, the Company may not sell, lease, or otherwise dispose of any significant portion of

its assets outside the ordinary course of business without PowerUp’s written consent;

long as the Notes remain outstanding, the Company may not sell, lease, or otherwise dispose of any significant portion of its assets

outside the ordinary course of business without PowerUp’s written consent;

events qualify as events of default under the Notes including, but not limited to:

(a) the Company’s breach of a

material term of an individual Note or Purchase Agreement;

(b) the Company’s failure to pay the amount of principal

or interest due to PowerUp under the Notes by the Company, (c) the Company’s failure to comply with its reporting

obligations under the Securities Exchange Act of 1934, as amended, and (d) the Company’s assignment for the benefit

of creditors.

January 24, 2020, the Company entered into its first Purchase Agreement with PowerUp, whereby PowerUp purchased, and the Company

sold, a one-year Convertible Promissory Note under the terms as described above, dated January 24, 2020, in exchange for cash

The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company

elects not to pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six

months from inception, with any remaining balance due at term.

Company evaluated the terms of the original convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity,

and concluded that the Convertible Note resulted in a derivative.

The discount related to the beneficial conversion feature on

the note was valued at $118,000 based on the difference between the fair value at the valuation date and the $118,000 note value.

The discount related to the beneficial conversion feature will be amortized over the term of the debt.

The derivative value related

to the beneficial conversion feature on the note was determined using the Cox, Ross & Rubinstein Binomial Tree model.

The derivative liability for this note at its January 24, 2020 inception (“Commitment Date”) was $130,506 and for

the period ending December 31, 2020 was $0, as the entire note had been converted into shares issued.

The conversion of the note

occurred on several dates, as such the range of values for the conversion dates is presented below.

See Note 5 –

Notes Payable and Notes Payable Related Parties.

Conversion Dates

(a) the Company’s breach of a material term

of an individual Note or Purchase Agreement;

(b) the Company’s failure to pay the amount of principal or interest due to PowerUp

under the Notes by the Company, (c) the Company’s failure to comply with its reporting obligations under the Securities Exchange

Act of 1934, as amended, and (d) the Company’s assignment for the benefit of creditors.

January 24, 2020, the Company entered into its first Purchase Agreement with PowerUp, whereby PowerUp purchased, and the Company sold,

a one-year Convertible Promissory Note under the terms as described above, dated January 24, 2020, in exchange for cash of $ 118,000 .

The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company elects not to pay

the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with

any remaining balance due at term.

Company evaluated the terms of the original convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and

concluded that the Convertible Note resulted in a derivative.

The discount related to the beneficial conversion feature on the note was

valued at $ 118,000 based on the difference between the fair value at the valuation date and the $ 118,000 note value.

The discount related

to the beneficial conversion feature will be amortized over the term of the debt.

The derivative value related to the beneficial conversion

feature on the note was determined using the Cox, Ross & Rubinstein Binomial Tree model.

The derivative liability for this

note at its January 24, 2020 inception (“Commitment Date”) was $ 130,506 and for the period ending December 31, 2020 was $ 0 ,

as the entire note had been converted into shares issued.

The conversion of the note occurred on several dates, as such the range of

values for the conversion dates is presented below.

SCHEDULE OF ASSUMPTIONS USED UNDER BLACK-SCHOLES MODEL

Commitment Date

5 unchanged sentences

Risk free interest rate

February 12, 2020, the Company executed a second Purchase Agreement and Convertible Promissory Note for an additional $53,000

cash, under substantially similar terms described above, incorporating a new issue date for a one-year term maturing on February

The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company elects

not to pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months

from inception, with any remaining balance due at term.

Company evaluated the terms of the original convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity,

and concluded that the Convertible Note resulted in a derivative.

The discount related to the beneficial conversion feature on

the note was valued at $53,000 based on the difference between the fair value at the valuation date and the $53,000 note value.

The discount related to the beneficial conversion feature will be amortized over the term of the debt.

The derivative value related

to the beneficial conversion feature on the note was determined using the Cox, Ross & Rubinstein Binomial Tree model.

The derivative liability for this note at its February 12, 2020 inception (“Commitment Date”) was $74,472 and for

the period ending December 31, 2020 was $0, as the entire note had been converted into shares issued.

The conversion of the note

occurred on several dates, as such the range of values for the conversion dates is presented below.

See Note 5 –

Notes Payable and Notes Payable Related Parties.

February 12, 2020, the Company executed a second Purchase Agreement and Convertible Promissory Note for an additional $ 53,000 cash, under

substantially similar terms described above, incorporating a new issue date for a one-year term maturing on February 12, 2021 .

requires the Company to hold certain amounts of its common stock in reserve in the event that the Company elects not to pay the balance

within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining

balance due at term.

Company evaluated the terms of the original convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and

concluded that the Convertible Note resulted in a derivative.

The discount related to the beneficial conversion feature on the note was

valued at $ 53,000 based on the difference between the fair value at the valuation date and the $ 53,000 note value.

The discount related

to the beneficial conversion feature will be amortized over the term of the debt.

The derivative value related to the beneficial conversion

feature on the note was determined using the Cox, Ross & Rubinstein Binomial Tree model.

The derivative liability for this

note at its February 12, 2020 inception (“Commitment Date”) was $ 74,472 and for the period ending December 31, 2020 was $ 0 ,

as the entire note had been converted into shares issued.

The conversion of the note occurred on several dates, as such the range of

values for the conversion dates is presented below.

Conversion Dates

8 unchanged sentences

of the PowerUp Note Agreements in January and February, 2020.

As of December 31, 2020, 23,860,828 shares are still being held

in reserve by the Company’s transfer agent awaiting the final confirmation notice from PowerUp that a reserve is no longer

foregoing descriptions of the Purchase Agreement and Notes do not purport to be complete and are qualified in their entirety by

reference to the full text of the Purchase Agreements and the Notes.

the period ended December 31, 2020, total interest expense of $ 769,170 includes amortization expense of $ 171,000 related to the PowerUp

notes and $ 122,000 of discount on other notes.

For the year ended December 31, 2020 the net loss on debt settlements was due to total

gain on derivative settlement and conversions of $ 142,333 and loss on debt extinguishments of $ 160,214 .

foregoing descriptions of the Purchase Agreement and Notes do not purport to be complete and are qualified in their entirety by reference

to the full text of the Purchase Agreements and the Notes.

7 – ACCRUED EXPENSES

expenses consisted of the following at December 31, 2021 and 2020:

SCHEDULE OF ACCRUED EXPENSES

Accrued consulting fees and expense

Total accrued expenses

consulting work involved fundraising and capital raising activities with potential investors for the Company, as well as consulting work

related to chemical engineering and plant operations.

8 – CAPITAL STRUCTURE

the Company’s Special Shareholders Meeting held in December 2019, a number of proposals were presented and passed by the

Company’s shareholders, including Proposal 1 to increase the number of authorized shares of Class A Shares of the Company,

par value $0.0001 per share (“Class A Shares”), from 300,000,000 to 500,000,000, (such amendment, “Amendment

Proposal 2 to change the name of the Company’s Class A Shares from “Class A”

to “common

(“common stock”

or “Common Stock”),with the same $0.0001 par value per share, designations,

powers, privileges, rights, qualifications, limitations, and restrictions as the former Class A Shares, and Proposal 3 to eliminate

Class B Shares as a class of capital stock of the Company.

All references to Common Stock described herein below include by definition

any former Class A common stock.

the Company is authorized to issue 500,000,000 shares of Common Stock with a par value of $.0001 per share, with each share having

one voting right.

Company is authorized to issue 500,000,000 shares of Common Stock with a par value of $ .0001 per share, with each share having one voting

December 31, 2021, there were 355,060,834 shares of Common Stock issued and outstanding.

the three-months ended December 31, 2021, the Company:

issued 19,066,312 shares of Rule 144 restricted Common Stock, including

15,015,888 shares as the result of a lender’s conversion of note principal at an average price of $0.01 per share, 3,466,667

shares issued in private placement to three (3) accredited investors at an average price of $0.02 per share, and, 583,757 shares

for costs related to the issuance of promissory notes at an average $0.01 per share.

As of December 31, 2020, the Company has

537,762 shares of common stock to be issued to Kevin Jones, a related party, for costs related to issuance of promissory notes,

these shares will be issued in the first quarter of 2021.

During the three-months ended December 31, 2020, the Company adjusted

the common stock and paid in capital accounts for $457 to reconcile common stock to par value.

issued 8,458,334 shares of Rule 144 restricted Common Stock, issued in private

placement to twelve (12) accredited investors at an average price of $ 0.03 per share for $ 260,000 .

As of December 31, 2021, the Company

has 198,500 shares of common stock to be issued to Kevin Jones, a related party, for costs related to issuance of promissory notes, and

166,666 shares of common stock to be issued in private placement to two (2) accredited investors, these shares will be issued in the

first quarter of 2022.

the three-months ended September 30, 2021, the Company:

issued 4,823,768 shares of Rule 144 restricted Common Stock as the result

of a lender’s conversion of a portion of note principal at an average price of $0.02 per share.

the three-months ended June 30, 2020, the Company:

issued 3,911,628 shares of Rule 144 restricted Common Stock, including 3,687,500

shares issued in a private placement to an accredited investor, at $0.04 per share, and 529,711 shares at an average of $0.06

per share for the settlement of legal expenses which were previously accrued pursuant to agreements with two prior law firms.

shares issued in private placement to fifteen (15) accredited investors at an average price of $ 0.05 per share for $ 182,500 , and 224,128

shares for costs related to the issuance of promissory notes at an average price of $ 0.03 per share.

As of September 30, 2021, the Company

has 198,500 shares of common stock to be issued to Kevin Jones, a related party, for costs related to issuance of promissory notes, and

625,000 shares of common stock to be issued in private placement to one (1) accredited investor, these shares will be issued in the fourth

quarter of 2021.

the three-months ended June 30, 2021, the Company:

issued 6,222,797 shares of Rule 144 restricted Common Stock, including 4,766,667 shares

issued in private placement to five (5) accredited investors at an average price of $ 0.04 per share for $ 173,000 , and 482,500 shares

issued for payment of consulting fees at a price of $ 0.03 per share, and 973,630 shares for costs related to the issuance of promissory

notes at an average price of $ 0.05 per share.

the three-months ended March 31, 2021, the Company:

issued 13,824,607 shares of Rule 144 restricted Common Stock, including 7,000,000

shares issued related to employment agreements, 600,000 shares issued in a private placement to an accredited investor, at $0.10

per share, 3,906,610 for the conversion of a prior loan at $0.047 per shares, 1,460,260 shares for costs related to the issuance

of promissory notes at an average $0.085 per share and 857,737 shares at $0.01 per share from convertible warrants conversions.

Shares to be issued are for the settlement of legal expenses which were accrued pursuant to agreements with two prior law firms.

issued 1,200,000 shares of Rule 144 restricted Common Stock, issued in a private

placement to an accredited investor, at $ 0.03 per share for $ 36,000 .

December 31, 2020, there were 335,268,075 shares of Common Stock issued and outstanding.

the three-months ended December 31, 2020, the Company:

issued 5,534,116 shares of Rule 144 restricted Common Stock, including

4,000,000 and 1,200,000 shares issued in a private placement to two (2) accredited investors, each at $0.05 per share, and, 334,116

shares for $25,483 in loan origination fees.

issued 19,066,312

shares of Rule 144 restricted Common Stock, including

shares as the result of a lender’s conversion

of note principal at an average price of $ 0.01

per share, 3,466,667

shares issued in private placement to three (3)

accredited investors at an average price of $ 0.02

per share, and, 583,757

shares for costs related to the issuance of promissory

notes at an average $ 0.01

As of December 31, 2020, the Company

shares of common stock to be issued to Kevin

Jones, a related party, for costs related to issuance of promissory notes, these shares were issued in the first quarter of 2021.

During the three-months ended December 31, 2020, the Company adjusted the common stock and paid in capital accounts for $ 457

to reconcile common stock to par value.

the three-months ended September 30, 2020, the Company:

issued a net new 8,826,870 shares of restricted Common Stock, including

3,906,610 shares for a loan conversion at $0.047 per share (see Note 5 herein above), and to:

three (3) individuals at a total

1,170,260 shares for $88,298 in loan origination fees;

one (1) individual in a private placement of 1,250,000 shares at $0.08

per share and 2,500,000 shares valued at $200,000 to two (2) business entities related to legal settlements.

issued 4,823,768 shares of Rule 144 restricted Common Stock as the result of

a lender’s conversion of a portion of note principal at an average price of $ 0.02 per share.

the three-months ended June 30, 2020, the Company:

issued 1,100,000 shares of restricted Common Stock to two (2) individuals as

consideration for loan origination fees.

The Company also updated and corrected its stockholder records generating a net decrease

in common stock outstanding of 581,905 shares.

issued 904,711 shares of Rule 144 restricted Common Stock, including 375,000 shares

issued in a private placement to an accredited investor, at $ 0.04 per share, and 529,711 shares at an average of $ 0.06 per share for

the settlement of legal expenses which were previously accrued pursuant to agreements with two prior law firms.

the three-months ended March 31, 2020, the Company:

issued 766,667 shares of restricted Common Stock to three (3) individuals

holding warrants for 366,667, 200,000 and 200,000 shares respectively, priced at $0.01/converted share.

issued 13,824,607 shares of Rule 144 restricted Common Stock, including 7,000,000

shares issued related to employment agreements, 600,000 shares issued in a private placement to an accredited investor, at $ 0.10 per

share, 3,906,610 for the conversion of a prior loan at $ 0.047 per shares, 1,460,260 shares for costs related to the issuance of promissory

notes at an average $ 0.085 per share and 857,737 shares at $ 0.01 per share from convertible warrants conversions.

Shares to be issued

are for the settlement of legal expenses which were accrued pursuant to agreements with two prior law firms.

December 31, 2021 and 2020, there were no Class B shares issued and outstanding, as such shares were terminated in December 2019.

1 unchanged sentence

of December 31, 2021 and 2020 respectively, the Company has not adopted and does not have an employee stock option plan.

December 31, 2020 and 2019 respectively, the Company had 7,000,000 and 10,857,737 warrants outstanding and

exerciseable.

December 31, 2021 and 2020 respectively, the Company had 3,000,000

and 7,000,000

warrants outstanding and exercisable.

SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE

Name of Warrant Holder

5 unchanged sentences

Norman Reynolds (Legal Compensation)

Various Shareholders

Richard Halden (Settlement)

( 4,000,000 )

Richard Halden (Settlement)

MTG Holdings LTD (Settlement)

( 2,000,000 )

Kent Harer (Share Exchange)

( 4,000,000 )

Dean Goekel (Consultant Compensation)

the year ended December 2020, the Company had 7,000,000 warrants outstanding, of which 4,000,000 have subsequently expired.

remaining 3,000,000 warrants in the favor of Dean Goekel expire in June 2022.

( 3,857,737 )

( 4,000,000 )

the year ended December 2021, Company had total warrants issued and outstanding of 3,000,000 , which are in the favor of Dean Goekel expire

in June 2022.

The exercise price of these remaining warrants is $ 0.03 .

There is no unvested expense relating to the warrants listed above.

The exercise price of these remaining warrants is $ 0.03 .

is no unvested expense relating to the warrants.

After meeting certain deliverables set forth in the agreement, Mr.

Goekel will be issued

additional 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.

July 1, 2020, the Company issued 3,000,000 warrants for consulting work.

The warrants are exercisable at $ 0.03 per share.

Company valued the warrants as of October 19, 2020, at $42,000 using the Black-Scholes Model with expected dividend rate of 0%,

expected volatility rate of 171%, expected conversion term of 1.7 years and risk-free interest rate of 0.16%.

These warrants were

not exercised before December 31, 2020 and will expire by their terms on June 30, 2022.

valued the warrants as of October 19, 2020, at $ 42,000 using the Black-Scholes Model with expected dividend rate of 0 %, expected volatility

rate of 171 %, expected conversion term of 1.7 years and risk-free interest rate of 0.16 %.

These warrants were not exercised before December

31, 2020 and will expire by their terms on June 30, 2022 .

October 1, 2015, the Company issued 4,000,000 warrants for legal work.

The warrants are exercisable at $0.20 per share for a period

of five years from the date of issue.

The Company valued the warrants as of December 31, 2015, at $386,549 using the Black-Scholes

Model with expected dividend rate of 0%, expected volatility rate of 189%, expected conversion term of 4.75 years and risk-free

interest rate of 1.75%.

The warrants are exercisable at $ 0.20 per share for a period of

five years from the date of issue.

The Company valued the warrants as of December 31, 2015, at $ 386,549 using the Black-Scholes Model

with expected dividend rate of 0 %, expected volatility rate of 189 %, expected conversion term of 4.75 years and risk-free interest rate

These warrants were not exercised within the period provided and expired by their terms on October 1, 2020 .

February 3, 2017, the Company issued 6,000,000 warrants (4,000,000 at $0.35 for two years and 2,000,000 at $0.45 for three years)

as part of a separation agreement with a co-founder and former president.

The Company valued the warrants as of March 31, 2017,

at $639,284 using the Black-Scholes Model with expected dividend rate of 0%, expected volatility rate of 455%, expected conversion

term of two and three years and risk-free interest rate of 1.75%.

The initial 4,000,000 warrants were not exercised within the

period provided and expired by their terms on February 3, 2019.

The other 2,000,000 warrants were not exercised within the period

provided and expired by their terms on February 3, 2020.

November 30, 2017, the Company issued 1,000,000 warrants at $0.30 for three years as part of a settlement of a shareholder dispute

with MTG Holdings, Inc.

The Company valued the warrants as of December 31, 2017, at $95,846 using the Black-Scholes Model with

expected dividend rate of 0%, expected volatility rate of 116%, expected conversion term of two and three years and risk-free

interest rate of 1.37%.

These warrants were extinguished in the comprehensive settlement agreement reached in March 2019.

Note 11 –

Commitments and Contingencies .

January 8, 2018, the Company issued 4,000,000 warrants at a purchase price of $0.15 per share to a director, Kent Harer, in exchange

for his return of 3,000,000 shares of Common Stock he had been prior granted.

The 3,000,000 shares issued were valued and recorded

for $490,000 during 2017.

The value of $490,000 remained on the books as it reflects the event that occurred in 2017.

shall be void and of no effect and all rights thereunder shall cease at 5:00 pm Central Time on January 8, 2021.

conjunction with the Mabert LLC Loan Agreement described herein above, the Company issued a combined total of 1,624,404 warrants

at a purchase price of $0.01 per share for fifteen (15) years in the two quarters ending December 31, 2018.

In the third quarter

ending September 30, 2018, the Company issued 366,667 warrants.

In the fourth quarter, the Company issued 1,257,737 warrants,

including 1,057,737 warrants to Kevin Jones, a director, and his spouse for loans they each separately made totaling $428,868

and $100,000 respectively, and 200,000 warrants to a third-party lender.

All such warrants, were converted to common stock in

January 2019, excluding Mr.

February 3, 2017, the Company issued 6,000,000 warrants ( 4,000,000 at $ 0.35 for two years and 2,000,000 at $ 0.45 for three years ) as

part of a separation agreement with a co-founder and former president.

The Company valued the warrants as of March 31, 2017, at $ 639,284

using the Black-Scholes Model with expected dividend rate of 0 %, expected volatility rate of 455 %, expected conversion term of two and

three years and risk-free interest rate of 1.75 %.

The initial 4,000,000 warrants were not exercised within the period provided and expired

by their terms on February 3, 2019.

The other 2,000,000 warrants were not exercised within the period provided and expired by their terms

on February 3, 2020 .

On January 8, 2018, the Company issued 4,000,000

warrants at a purchase price of $ 0.15 per share to a director, Kent Harer, in exchange for his return of 3,000,000 shares of Common Stock

he had been previously granted.

The 3,000,000 shares issued were valued and recorded for $ 490,000 during 2017.

The value of $ 490,000 remained

on the books as it reflects the event that occurred in 2017.

The warrants expired on January 8, 2021 .

conjunction with the Mabert LLC Loan Agreement described herein above, the Company issued a combined total of 1,624,404 warrants at a

purchase price of $ 0.01 per share for fifteen ( 15 ) years in the two quarters ending December 31, 2018.

In the third quarter ending September

30, 2018, the Company issued 366,667 warrants.

In the fourth quarter, the Company issued 1,257,737 warrants, including 1,057,737 warrants

to Kevin Jones, a director, and his spouse for loans they each separately made totaling $ 428,868 and $ 100,000 respectively, and 200,000

warrants to a third-party lender.

All such warrants, were converted to common stock in January 2019, excluding Mr.

Jones’ 857,737

warrants, which were exercised in 2020.

9 - RELATED PARTY TRANSACTIONS

approval during a properly called special meeting of the board of directors, on September 14, 2018 Mabert, LLC, a Texas Limited

Liability Company owned by a director and stockholder, Kevin Jones and his late wife Christine Early, as an Agent for various

private lenders including themselves, entered into a loan agreement (“Loan Agreement”) for the purpose of funding

working capital and general corporate expenses for the Company of up to $1,500,000, which was subsequently amended to provide

up to $5,000,000.

The Company bylaws provide no bar from transactions with Interested Directors, so long as the interested party

does not vote on such transaction.

approval during a properly called special meeting of the board of directors, on September 14, 2018 Mabert, LLC, a Texas Limited Liability

Company owned by a past director and stockholder, Kevin Jones and his late wife Christine Early, as an Agent for various private lenders

including themselves, entered into a loan agreement (“Loan Agreement”) for the purpose of funding working capital and general

corporate expenses for the Company of up to $ 1,500,000 ,

which was subsequently amended to provide up to $ 5,000,000 .

The Company bylaws provide no bar from transactions with Interested Directors, so long as the interested party does not vote on such

Jones as an Interested Director did not vote on this transaction.

Since the inception of

the Loan Agreement through December 31, 2020, a total of $2,424,758 (excluding debt discount of $13,153) has been loaned to the

Company and $562,890 has been accrued in interest by eight shareholders, including Mr.

Since the inception of the Loan

Agreement through December 31, 2019, a total of $2,031,056 (excluding debt discount of $107,880) had been loaned to the Company

by six shareholders, including Mr.

See Note 5 –

Term Notes Payable and Notes Payable Related Parties.

Since the inception of the Loan Agreement through

December 31, 2021, a total of $ 2,754,006

(excluding debt discount of $ 8,742 )

has been loaned to the Company and $ 1,032,536

has been accrued in interest by eight shareholders,

including Mr.

Since the inception of the Loan Agreement through December 31, 2020, a total of $ 2,424,758

(excluding debt discount of $ 13,153 )

had been loaned to the Company by six shareholders, including Mr.

See Note 5 – Term Notes Payable and Notes Payable Related

Mabert, as of December 31, 2021, Mr.

2 unchanged sentences

As of December 31, 2020, Mr.

Jones along with his wife and his company had loaned

$1,426,056, and four other shareholders had loaned the balance of the Mabert Loans.

These loans are secured by the assets of the

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

Should a default under the loan agreement

occur, there could be a foreclosure or a bankruptcy proceeding filed by the Agent for these shareholders.

The actions of the Company

in case of default can only be determined by the shareholders.

A foreclosure sale or distribution through bankruptcy could only

result in the creditors receiving a pro rata payment based upon the terms of the loan agreement.

Mabert did not nor will it receive

compensation for its work as an agent for the lenders.

the year ended December 31, 2020, the Company accrued expenses for related parties of $1,797,818 to account for the total deferred

compensation expenses among two current executives, two former executive and one current employee.

For the year ended December

31, 2019, the Company accrued expenses for related parties of $1,369,389 to account for the total deferred compensation expenses

among three current executives, one former executive and one current employee.

Each of the current executives and employees have

agreed to defer their compensation until such time as sufficient cash is available to make such payments, the Company’s

Chief Financial Officer having the express authority to determine what constitutes cash sufficiency from time-to-time.

the year ended December 31, 2020, the Company received $142,934 in cash and payment advances from Kevin Jones, a greater than

5% shareholder, which has been accrued as “Advances - related parties”

for the period.

In the year ended December

31, 2019, the Company received $51,019 in advances from three of our directors, Ransom Jones, Kent Harer and Kevin Jones, in the

amounts of $25,000, $25,000 and $1,019 respectively, which have been accrued as “Advances - related parties”

the periods ended December 31, 2020 and December 31, 2019, the Company made advances to an affiliate, OPMGE, of $412,885 and $387,847,

Jones along with his late wife and his company had $ 1,751,324 ,

and six other shareholders have loaned the balance of the Mabert Loans.

These loans are secured by the assets of the Company.

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

Should a default under the loan agreement occur, there could be a foreclosure

or a bankruptcy proceeding filed by the Agent for these shareholders.

The actions of the Company in case of default can only be determined

by the shareholders.

A foreclosure sale or distribution through bankruptcy could only result in the creditors receiving a pro rata payment

based upon the terms of the loan agreement.

Mabert did not nor will it receive compensation for its work as an agent for the lenders.

the year ended December 31, 2021, the Company accrued expenses for related parties of $ 2,059,002 to account for the total deferred compensation

expenses among two current executives, two former executive and one former employee.

For the year ended December 31, 2020, the Company

accrued expenses for related parties of $ 1,797,818 to account for the total deferred compensation expenses among two current executives,

two former executive and one former employee.

Each of the current executives have agreed to defer their compensation until such time

as sufficient cash is available to make such payments, the Company’s Chief Financial Officer having the express authority to determine

what constitutes cash sufficiency from time-to-time.

the year ended December 31, 2021, the Company received $ 68,014 in cash and payment advances from Kevin Jones, a greater than 5% shareholder,

which has been accrued as “Advances - related parties” for the period.

In the year ended December 31, 2020, the Company received

$ 142,934 in cash and payment advances from Kevin Jones, a greater than 5% shareholder, which has been accrued as “Advances - related

parties” for the period.

For the periods ended December 31, 2021

and December 31, 2020, the Company made advances to an affiliate, OPMGE, of $ 412,885

and $ 412,885 ,

respectively.

As reported previously, the Company owns a non-consolidating 42.86% interest in the OPMGE GTL plant located in Wharton,

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

The amount advanced was booked as

a related party receivable by the Company.

Given the uncertainty of the collectability of this receivable, the Company has fully

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

The Company does not consider the

results of the equity method investee to be material to the Company’s net loss.

The cost basis for this equity method

investee is zero and thus, losses have not been allocated to the Company.

The financial data for OPMGE for the period ended

December 31, 2020 is as follows:

Balance Sheet

Total Current Assets

Property & equipment, net

Liabilities & Stockholders’

Payable - GWTI

Payables - Other

Notes payable

Total Liabilities

Stockholders’

Partners’

Accumulated deficit

Total Stockholders’

Total Liabilities & Stockholders’

For the Year Ended December 31,

Income Statement

Operating loss

Total other income / (expense)

Loss before income taxes

Provision for income taxes

reported previously, the Company owns a non-consolidating 42.86% interest in the OPMGE GTL plant located in Wharton, Texas.

uncertainty of the collectability of this receivable, the Company has fully reserved the full amount of this equity method receivable

with OPMGE as of December 31, 2021.

As of December 31, 2020, OPMGE had approximately $ 3,800,000 of assets, and approximately $ 2,200,000 of liabilities and approximately $ 1,600,000

However, as of December 31, 2021, due to events of default under the lease agreement between Mabert and OPMGE and the Company,

the lease was terminated and OPMGE no longer has any rights to operate the Wharton Plant.

Additionally, OPMGE is no longer a viable entity

and has terminated all operations and all assets, liabilities and equity are zero.

10 – INCOME TAXES

Company has not filed its corporate tax returns since fiscal 2016.

to recurring losses, the Company’s tax provision for the years ended December 31, 2020 and 2019 was $0.

to recurring losses, the Company’s tax provision for the years ended December 31, 2021 and 2020 was $ 0 .

difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows:

SCHEDULE OF EFFECTIVE STATUTORY FEDERAL INCOME TAX RATE

Federal statutory rate

3 unchanged sentences

Effective tax rate

December 31, 2020 and 2019 the Company’s deferred tax assets were as follows:

December 31, 2021 and 2020 the Company’s deferred tax assets were as follows:

SCHEDULE OF DEFERRED TAX ASSETS

Deferred tax assets

6 unchanged sentences

Net deferred tax asset

of December 31, 2020, the Company had unused net operating loss carry forwards of approximately $33.0 million available to reduce

future federal taxable income.

Net operating loss carryforwards of $26.5 million expire through fiscal years ending 2038, and

of December 31, 2021, the Company had unused net operating loss carry forwards of approximately $ 33.2

million available to reduce future federal

taxable income.

Net operating loss carryforwards of $ 16.4

million expire through fiscal years ending

2039, and $ 16.8

million may be carried forward indefinitely.

Internal Revenue Code Section 382 places a limitation on the amount of taxable

income that can be offset by carryforwards after a change in control (generally a greater than 50% change in ownership).

Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due

to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits.

Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382.

Due to these limitations,

and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating

loss carryforward, as the realization of any future benefits from these assets is uncertain.

The change in the valuation allowance

was $4,002,769 and $5,469,078 for the years ended December 31, 2020 and 2019, respectively.

Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change

in control (generally a greater than 50% change in ownership).

Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the

non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits.

changes in ownership may result in limitations under Internal Revenue Code Section 382.

Due to these limitations, and other considerations,

management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization

of any future benefits from these assets is uncertain.

The change in the valuation allowance was $ 582,561

and $ 840,581

for the years ended December 31, 2021 and

2020, respectively.

11 – COMMITMENTS AND CONTINGENCIES

August 2012, the Company entered into an employment agreement with Ray Wright, as president of Greenway Innovative Energy, Inc.,

and who is now chairman of the board of Greenway Technologies, Inc., for a term of five years with compensation of $90,000 per

In September 2014, the president’s employment agreement was amended to increase such annual pay to $180,000.

terms, the employment agreement automatically renewed on August 12, 2018 for a successive one-year period.

During the twelve-month

periods ended December 31, 2020 and December 31, 2019, the Company paid and/or accrued a total of $180,000 for each fiscal year

under the terms of the agreement.

May 10, 2018, the Company entered into identical employment agreements with John Olynick, as President, and Ransom Jones, as Chief

Financial Officer, respectively.

August 2012, the Company entered into an employment agreement with Ray Wright, as president of Greenway Innovative Energy, Inc., and

who is now chairman of the board of Greenway Technologies, Inc., for a term of five years with compensation of $ 90,000 per year.

2014, the president’s employment agreement was amended to increase such annual pay to $ 180,000 .

By its terms, the employment agreement

automatically renewed on August 12, 2018 for a successive one-year period.

During the twelve-month periods ended December 31, 2021 and

December 31, 2020, the Company paid and/or accrued a total of $ 180,000 for each fiscal year under the terms of the agreement.

May 10, 2018, the Company entered into identical employment agreements with John Olynick, as President, and Ransom Jones, as Chief Financial

Officer, respectively.

The terms and conditions of their employment agreements were identical.

John Olynick elected

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

Ransom Jones, as Chief Financial Officer, earns

a salary of $120,000 per year.

Jones also serves as the Company’s Secretary and Treasurer.

John Olynick elected not to renew his

employment agreement and resigned as President on July 19, 2019.

Ransom Jones, as Chief Financial Officer, earns a salary of $ 120,000

Jones also serves as the Company’s Secretary and Treasurer.

During each year that Mr.

Jones agreement is in effect, he is entitled to receive a bonus (“Bonus”) equal to at least $35,000 per year, such

amount having been accrued for the years ended December 2020 and December 2019, respectively.

Jones agreement is in effect,

he is entitled to receive a bonus (“Bonus”) equal to at least $ 35,000 per year, such amount having been accrued for the years

ended December 2021 and December 2020, respectively.

Olynick and Mr.

Jones received

a grant of common stock (the “Stock Grant”) at the start of their employment equal to 250,000 shares each of the Company’s

Common Stock, par value $.0001 per share (the “Common Stock”), such shares vesting immediately.

Jones is also

entitled to participate in the Company’s benefit plans, when such plans exist.

January 1, 2019, the Company entered into an employment agreement with Thomas Phillips, Vice President of Operations, reporting

to the President of Greenway Innovative Energy, Inc., for a term of fifteen (15) months with compensation of $120,000 per year.

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, valued at $.06 per share, or $270,000, which was expensed as of the effective date of the agreement.

Such stock-based compensation shares were physically issued in February 2020.

Jones received a grant of common stock (the “Stock

Grant”) at the start of their employment equal to 250,000 shares each of the Company’s Common Stock, par value $ .0001 per

share (the “Common Stock”), such shares vesting immediately.

Jones is also entitled to participate in the Company’s

benefit plans when such plans exist.

January 1, 2019, the Company entered into an employment agreement with Thomas Phillips, Vice President of Operations, reporting to the

President of Greenway Innovative Energy, Inc., for a term of fifteen (15) months with compensation of $ 120,000 per year.

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, valued at $ .06 per share, or $ 270,000 , which was expensed as of the effective date of the agreement.

Such stock-based

compensation shares were physically issued in February 2020.

Effective December 15, 2020, Mr.

Phillips resigned

from the Company.

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

of $80,000 per year, to manage the Company’s Business Development and Investor Relations functions.

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 was expensed as of

the effective date of the agreement.

Phillips resigned from the Company.

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

$ 80,000 per year, to manage the Company’s Business Development and Investor Relations functions.

Turner reported to the President

of Greenway Technologies and was 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 was expensed as of the effective date

of the agreement.

Such stock-based compensation shares were physically issued in February 2020.

Turner is also

entitled to certain additional stock grants based on the performance of the Company during the term of his employment.

is also entitled to participate in the Company’s benefit plans, if and when such become available.

Turner is also entitled to certain additional

stock grants based on the performance of the Company during the term of his employment.

Turner is no longer with the Company.

the August 2012 acquisition agreement with Greenway Innovative Energy, Inc.

(“GIE”), the Company agreed to:

an additional 7,500,000 shares of restricted 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.

In connection with a settlement agreement with the Greer Family Trust (‘Trust”), the

successor owner of one of the two founders and prior owners of GIE on February 6, 2018, the Company exchanged Greer’s half

of the 7,500,000 shares (3,750,000 shares) to be issued in the future, Greer’s half of the 2% royalty, a termination of

Greer’s then current Employment Agreement and the Trust’s waiver of any future claims against the Company for any

reason, for the issuance and delivery to the Trust of three million (3,000,000) restricted shares of the Company’s common

stock and a convertible Promissory Note for $150,000.

As a result, only 3,750,000 common shares are committed to be later issued

under the original 2012 acquisition agreement.

Company has accrued management fees of $1,301,964 related to separation agreements and settlement expenses for two prior executives

of the Company, Richard Halden and Randy Moseley, who both resigned from their respective management positions in 2016, with Halden

then further resigning as a director from our Board of Directors in Feb 2017.

Although we have not maintained currency with respect

to the contractual payment obligations therein, both former employees are greater than five percent shareholders and had agreed

to defer payments until such time as we have sufficient available liquidity to begin making payments on a regular basis.

March of this year, Halden filed suit against the Company alleging claims arising from his severance and release agreement between

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

The Company answered the lawsuit

and asserted a number of affirmative defenses;

(“GIE”), the Company agreed to:

additional 7,500,000 shares of restricted 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.

In connection with a settlement agreement with the Greer Family Trust (‘Trust”), the successor owner of one

of the two founders and prior owners of GIE on February 6, 2018, the Company exchanged Greer’s half of the 7,500,000 shares ( 3,750,000

shares) to be issued in the future, Greer’s half of the 2 % royalty, a termination of Greer’s then current Employment Agreement

and the Trust’s waiver of any future claims against the Company for any reason, for the issuance and delivery to the Trust of three

million ( 3,000,000 ) restricted shares of the Company’s common stock and a convertible Promissory Note for $ 150,000 .

only 3,750,000 common shares are committed to be later issued under the original 2012 acquisition agreement.

Company has accrued management fees of $ 1,301,964 related to separation agreements and settlement expenses for two prior executives of

the Company, Richard Halden and Randy Moseley, who both resigned from their respective management positions in 2016, with Halden then

further resigning as a director from our Board of Directors in Feb 2017.

Although we have not maintained currency with respect to the

contractual payment obligations therein, both former employees are greater than five percent shareholders and had agreed to defer payments

until such time as we have sufficient available liquidity to begin making payments on a regular basis.

March 2020, Halden filed suit against the Company alleging claims arising from his severance and release agreement between the parties,

seeking to recover monetary damages, interest, court costs, and attorney’s fees.

The Company answered the lawsuit and asserted

a number of affirmative defenses;

subsequently, the lawsuit was dismissed without prejudice on November 19, 2019.

Other than an increase in our legal expenses related to defending against Halden’s lawsuit, and given the subsequent dismissal

of the same, we expect no further material financial impacts from such accrued fees until any such regular payments are able to

begin, or another form of settlement is reached.

September 7, 2018, Wildcat Consulting, a company controlled by a shareholder, Marshall Gleason (“Gleason”), filed

suit against the Company alleging claims arising from a prior Consulting Agreement between the parties, seeking to recover monetary

damages, interest, court costs, and attorney’s fees.

On March 6, 2019, the parties entered into a Rule 11 Agreement settling

both disputes.

The Company performed in all regards under the Rule 11 Agreement and the parties executed the Settlement Agreement.

Gleason signed the Compromise Settlement and Release Agreement on February 4, 2020, and both cases were dismissed by the Court

on February 25, 2020.

February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842).

guidance requires lessees to recognize lease assets and lease liabilities for most operating leases.

In addition, the updated

guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance

This guidance is effective for interim and annual reporting periods beginning after December 15, 2018.

adopted this guidance effective January 1, 2019 and noted that the leases discussed below did meet the requirements for recording

a right of use asset or liability under ASC-842 given that they were short term leases.

rents approximately 600 square feet of office space at 1521 North Cooper St., Suite 205, Arlington, Texas 76011, at a rate of

$949 per month, under a one-year lease agreement, renewable for successive one-year terms in the Company’s sole discretion.

September, the Company pays $11,880 in annual maintenance fees on its Arizona BLM mining leases, under one-year lease agreements,

renewable for successive one-year terms in the Company’s sole discretion in addition.

These leases provide for 10% royalties

based on production, if any.

Other than an increase

in our legal expenses related to defending against Halden’s lawsuit, and given the subsequent dismissal of the same, we expect

no further material financial impacts from such accrued fees until any such regular payments are able to begin, or another form of settlement

February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842).

The updated guidance

requires lessees to recognize lease assets and lease liabilities for most operating leases.

In addition, the updated guidance requires

that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

This guidance

is effective for interim and annual reporting periods beginning after December 15, 2018.

The Company adopted this guidance effective

January 1, 2019 and noted that the leases discussed below did meet the requirements for recording a right of use asset or liability under

ASC-842 given that they were short term leases.

rents approximately 600 square feet of office space at 1521 North Cooper St., Suite 205, Arlington, Texas 76011, at a rate of $ 949 per

month, under a one-year lease agreement, renewable for successive one-year terms in the Company’s sole discretion.

September, the Company pays $1 1,880 in annual maintenance fees on its Arizona BLM mining leases, under one-year lease agreements, renewable

for successive one-year terms in the Company’s sole discretion in addition.

These leases provide for 10 % royalties based on production,

There has been no production to date.

September 7, 2018, Wildcat, a company controlled by a shareholder Gleason, filed suit against the Company, alleging claims arising

from a prior consulting agreement between the parties, seeking to recover monetary damages, interest, court costs, and attorney’s

On September 27, 2018, Wildcat filed a second suit against the Company alleging claims arising from a Promissory Note between

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

Through a mediated settlement,

the Company’s agreed to a Rule 11 Agreement, providing the Company execute a new promissory note to replace the prior Promissory

Note with new payment provisions, among other requirements, and further stipulating that the parties would enter into a form of

mutually settlement agreement.

The Company performed in all regards under the Rule 11 Agreement, Wildcat (Gleason) signed the

mutually agreed Compromise Settlement and Release Agreement on February 4, 2020, and all litigation among the parties was dismissed

by the Court on February 25, 2020.

October 19, 2019 the Company was served with a lawsuit by Norman Reynolds, a previously engaged counsel by the Company.

was filed in Harris County District Court, Houston, Texas, asserting claims for unpaid fees of $90,378.

While fully reserved,

Greenway vigorously disputes the total amount claimed.

Greenway has asserted counterclaims based upon alleged conflicts of interest,

breaches of fiduciary duty and violations of the Texas Deceptive Trade Practices Act (“DTPA”).

Greenway is confident

in its defenses and counterclaims and intends to vigorously defend its interests and prosecute its claims.

filed in Harris County District Court, Houston, Texas, asserting claims for unpaid fees of $ 90,378 .

While fully reserved, Greenway vigorously

disputes the total amount claimed.

Greenway has asserted counterclaims based upon alleged conflicts of interest, breaches of fiduciary

duty and violations of the Texas Deceptive Trade Practices Act (“DTPA”).

During the fourth quarter of 2021, the two parties

met for mediation, but no conclusion was reached.

Greenway is confident in its defenses and counterclaims and intends to vigorously defend

its interests and prosecute its claims.

September 7, 2021, the Company was served with a demand for mediation and potential arbitration by Gregory Sanders, a previous employee

of the Company.

The demand claims Mr.

Sanders had an employment agreement with the Company entitling him to certain compensation payments

under the contract.

No conclusion was met during mediation which occurred in the fourth quarter of 2021.

Greenway is confident in its

defenses and counterclaims and intends to vigorously defend its interests and prosecute its claims.

12 - SUBSEQUENT EVENTS

August 15, 2019, the Company issued a note to Southwest Capital Funding, Ltd.

The note was issued in connection with a settlement

agreement relating to a guarantee by the Company of a note payable to Southwest Capital Funding, Ltd.

The note is in the amount

Under its terms, interest is payable semiannually and the principal is due on August 15, 2022.

Since the note was

issued, two semiannual payments of interest have been paid.

The third was due on February 15, 2021.

The Company has not paid that

payment, which resulted in a default on the loan.

the period ended April 14, 2021, the Company:

issued 1,200,000 shares of Rule 144 restricted Common Stock issued in a private

placement to one accredited investor at price of $0.03 per share.

the period ended April 14, 2021, we received $142,934 in cash and payment advances from Kevin Jones, a director and greater

than 5% shareholder.

Such advances and any further advances received will be accrued as “Advances - related parties”

in the period received.

January 1, 2022 through the period ended April

8, 2022, the Company issued 2,565,166

shares of common stock comprised of:

shares of Rule 144 restricted Common Stock

issued in a private placement to four accredited investors at an average price of $ 0.02

per share and 198,500

shares issued to Kevin Jones, a related

party, for costs related to issuance of promissory notes.

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 9A. Controls and Procedures