GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures. The 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. Our 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 that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; ● Provide 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; and ● Provide 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. Our 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. Because 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. - 26 - In 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, 2021, our internal control over financial reporting was ineffective. Management’s Annual Report on Internal Control over Financial Reporting. Our 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. As 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. We have identified at least the following deficiencies, which together constitute a material weakness in our assessment of the effectiveness of internal control over financial reporting as of December 31, 2021: 1. We have inadequate segregation of duties within our cash disbursement control design. 2. During 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. 3. We do not have a sufficient number of independent or qualified directors for our Board of Directors and a qualified Audit Committee. We currently have only two (2) independent directors on our board, which is fully comprised of six directors, and accordingly we do not yet have a functioning audit committee, as the only otherwise qualified director is not independent. Further, as a publicly traded company, we should strive to have a majority of our board of directors be independent. We are continuing the process of remediating our control deficiencies. 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. It 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. Our management believes that the material weaknesses set forth above did not have a material effect on our financial results. However, 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. Changes in Internal Controls over Financial Reporting There 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. Item 9B. Other Information. None. - 27 - PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth the names, ages, and positions of our executive officers, directors and key employees as of the date of this report. 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. Name Age Position Director Raymond Wright 85 Chairman of the Board, President of GIE, and Director 2016 Ransom Jones 73 Director, Chief Financial Officer, Secretary and Treasurer 2016 Kent Harer 65 Director and President 2017 Paul Alfano 66 Director (Independent) 2019 Michael Wykrent 78 Director (Independent) 2019 The 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. No date for 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. The 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. Whenever 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. Kevin Jones served on the Board of Directors prior to his resignation on November 3, 2021. Ransom Jones and Kevin Jones are brothers. We may employ additional management personnel, as our Board of Directors deems necessary. We have not identified or reached an agreement or understanding with any other individuals to serve in management positions. Directors and Officers Biographies Raymond Wright - Chairman of our Board of Directors, Co-Founder and President of our wholly owned subsidiary, GIE Mr. Wright has been a Director since March 6, 2016 and was elected by the Board as Chairman in 2017, while also serving as the President of GIE since August 2012. Mr. 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. 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. Mr. 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. - 28 - Kenton Harer – Director and President (Interim) Kenton J. 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. Mr. 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. Mr. 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. Ransom Jones – Director, Chief Financial Officer, Secretary and Treasurer Ransom B. 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. Mr. 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. Mr. 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. Paul Alfano – Director (Independent) Paul Alfano joined our Board of Directors June 26, 2019. Mr. 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. Mr. 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. Mr. Alfano also led HP’s SBC-PacBell account team for many years, which was one of HP’s largest and most profitable. Mr. 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. Michael Wykrent - Director (Independent) Michael Wykrent was elected to serve as a member of our Board of Directors June 26, 2019. Mr. Wykrent is a major Shareholder and has been an advisor to the Board since 2012. Mr. 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. By the end of his career, UPS had become a world-wide service provider, with over 481,000 employees. Mr. 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. Mr. 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. - 29 - Committees of the Board On 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. The 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.” Audit Committee Our 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 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. Nomination Committee Due 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: ● The appropriate size of our Board of Directors; ● The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of our Board of Directors; ● Experience in political affairs; ● Experience with accounting rules and practices; and ● The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new members of our Board of Directors. Our goal is to assemble a Board of Directors that brings together a variety of perspectives and skills derived from high-quality business and professional experience. In doing so, our Board of Directors will also consider candidates with appropriate non-business backgrounds. Other 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 . - 30 - As 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 1.002(32). See our Form 8-K filed December 16, 2019 for more detailed information, incorporated by reference herein. Delinquent Section 16(a) Reports Section 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 with Directors Shareholders and other interested parties may contact any of our directors by writing to them at Greenway Technologies, Inc. at 1521 N. Cooper Street, Suite 205, Arlington, TX 76011. Attention: Secretary. Our Board of Directors has approved a process for handling letters received by us and addressed to any of 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. Conflicts of Interest With 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. Code of Ethics for Senior Executive Officers and Senior Financial Officers We 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. Our Code of Ethics is designed to deter wrongdoing and to promote: ● honest and ethical conduct; ● full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements; ● compliance with applicable laws, rules and regulations; ● the prompt reporting violation of the code; and ● Ongoing accountability for adherence to our Code of Ethics. A 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. - 31 - Item 11. Executive Compensation. Summary of Cash and Certain Other Compensation At present, we have three executive officers, Messrs. Wright, Harer and R. Jones . Summary Compensation Table The 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 Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equiy Incentive Plan Compensation ($) Nonqualified deferred compensation earnings ($) All Other Compensation ($) Total ($) Ray Wright (1) 2020 180,000 - - - - - - 180,000 2021 180,000 - - - - - - 180,000 Kent Harer (2) 2020 - - - - - - - - 2021 - - - - - - - - Ransom Jones (3) 2020 120,000 35,000 - - - - - 155,000 2021 120,000 35,000 - - - - - 155,000 Tom Phillips (4) 2020 115,000 - - - - - - 115,000 (1) Mr. Wright was named President of GIE in 2012, then elected as corporate secretary and Treasurer on January 4, 2017. On January 4, 2017, Mr. Wright received 10,000,000 shares of our Common Stock valued at $0.14 per share. Mr. Wright resigned as corporate secretary on June 22, 2018, after being elected Chairman of our Board of Directors. (2) Mr. Harer was appointed interim President upon the resignation and departure of John Olynick in July 2019. Mr. Harer has not taken a salary or any other form of compensation since his appointment. Mr. Harer does not have an employment agreement and serves at the pleasure of our Board of Directors. (3) Mr. Jones was interim chief executive officer, effective January 14, 2016, and president from August 4, 2016, through April 24, 2017. On January 4, 2017, Mr. Jones received 3,500,000 shares of our Common Stock valued at $0.14 per share. On October 2, 2016, Mr. Jones received 375,000 shares of our Common Stock valued at $0.10 per share. Mr. 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. (4) Mr. 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. Stock 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. Outstanding Equity Awards at Fiscal Year-End There were no outstanding equity awards for our named executive officers as of the end of our last completed fiscal year, December 31, 2021. Director Compensation Currently, 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. Executive Compensation Three 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. Mr. 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 (60) days before each annual period’s end. Mr. 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. Mr. 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. Mr. 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. - 32 - Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized for Issuance under Equity Compensation Plans None. Securities Beneficial Ownership Table The following table presents information regarding the beneficial ownership of all shares of our Common Stock as of December 31, 2021: Beneficial Ownership Table Directors and Named Executive Officers (10) Shares of Common Stock Beneficially Owned (1) Number Percent Paul Alfano(2) 23,250,000 6.5 % Kent Harer (5) 4,010,000 1.1 % Kevin Jones (3) 23,437,758 6.6 % Ransom Jones (6) 4,750,000 1.3 % Raymond Wright (4) 17,500,000 4.9 % Michael Wykrent (7) 11,160,000 3.1 % Thomas Phillips (8) 5,350,000 1.5 % All current Directors and Named Executive Officers as a group 89,457,758 25.2 % (7 persons) (9) 0.0 % 5% or Greater Stockholders Paul Alfano (2) 23,250,000 6.5 % Kevin Jones (3) 23,437,758 6.6 % 1) Applicable percentages are based on 355,060,834 shares of Common Stock outstanding as of December 31, 2021. 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. 2) Paul Alfano. Mr. Alfano is an independent director and greater than 5% Shareholder. 3) Kevin Jones. Mr. Kevin Jones is a greater than 5% Shareholder and a former director. Mr. Jones resigned as a director during 2021. Kevin Jones and Ransom Jones are brothers. Mr. K. 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. K. Jones includes: (a) 4,875,000 Shares held by Mabert, in which Mr. K. Jones has an ownership interest and for which he serves as a manager; (b) 8,500,000 Shares owned by Mr. K. Jones’s late spouse, Ms. Christine Earley, in which Mr. K. Jones has a spousal interest; and (c) 1,867,843 Shares issuable to Mr. K. 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. - 33 - 4) Raymond Wright. Mr. Wright is the chairman of our Board of Directors, and president of GIE our wholly owned subsidiary. 5) Kent Harer. Mr. Harer is a director and our acting president, making him a named executive officer. The Common Stock beneficially owned by Mr. 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, filed as Exhibit 10.37, and incorporated by reference herein. 6) Ransom Jones. Mr. Ransom Jones is a director and our chief financial officer, secretary and treasurer, making him a named executive officer. Mr. 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. Jones includes 4,500,000 shares owned by Mr. Jones’s spouse, Ms. Jan Jones, in which Mr. Jones has a spousal interest. Ransom Jones and Kevin Jones are brothers. 7) Michael Wykrent. Mr. Wykrent is an independent director. 8) Thomas Phillips. Mr. Phillips was our Vice President of Operations until he resigned on December 15, 2020, and he received more than $100,000 in annual compensation, making him a named executive officer. Mr. Phillips was also issued agrant of 4,500,000 shares of our Common Stock during February 2020. 9) All current directors and named executive officers as a group. This ownership includes only the ownership of our current named executive officers and directors. Mr. Jones is listed as he resigned from being a director during 2021. 10) Unless 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. Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities: ● The operation of which may at a subsequent date result in a change in control of the registrant; or ● With respect to the election of directors or other matters. Item 13. Certain Relationships and Related Transactions and Director Independence. Other than as stated herein, there are no other agreements with any of our officers and directors. After 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. Mr. Jones did not vote on this transaction. Mr. 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. 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. Mr. 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. Mr. 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. Mr. 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. - 34 - Mr. 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 $120,988 for the fees and expenses that were remaining under his consulting agreement at the time Mr. 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. Our 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. However, 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. Director Independence Mr. Alfano and Mr. Wykrent serve as our two independent directors. 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. In addition, the following persons shall not be considered independent: ● A director who is, or at any time during the past three years was, employed by the Company; ● A director who accepted or who has a family member who accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a family member who is an employee (other than as an executive officer) of the issuer; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation; ● A director who is a family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer; ● A director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs; ● A director of the issuer who is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or ● A director who is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the registrant’s outside auditor who worked on the company’s audit at any time during any of the past three years. Under these standards required to an independent director, none of Mr. Harer, Mr. R. Jones, nor Mr. Wright qualify as independent directors. We 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. - 35 - Item 14. Principal Accounting Fees and Services. The 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: 2021 2020 Audit Fees $ 35,906 $ 34,963 Audit Related Fees -0- -0- Tax Fees -0- -0- All Other Fees -0- -0- Total $ 35,906 $ 34,963 Audit 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. Pre-Approval Policy for Services of Our Independent Auditors Our 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. 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. - 36 - PART IV Item 15. Exhibits, Financial Statement Schedules. (a) All financial statements are included in Item 8 of this report. (b) All financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are described in Item 8 of this report and are included as indexed in the appendix on page F-1, et seq. Exhibit No. Identification of Exhibit 2.1** 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. 3.1** 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. 3.2** 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. 3.3** 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. 3.4** 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. 3.5** 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. 3.6** 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. 3.7** 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. 3.8** 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. 3.9** Certificate of Amendment to the Articles of Incorporation approved by the Shareholders at the Special Shareholders Meeting on December 11, 2019 10.2** 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. 10.3** 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. 10.4** 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. 10.5** 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. 10.6** 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. 10.7** 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. 10.8** 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. - 37 - 10.9** 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. 10.10** 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. 10.11** 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. 10.12** 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. 10.13** 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. 10.14** 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. 10.15** 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. 10.16** 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. 10.17** 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. 10.18** 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. 10.20** 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. 10.21** 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. 10.22** 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. 10.23** 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. 10.24** Promissory Note in the amount of $36,000 dated March 8, 2016, executed by UMED Holdings, Inc. 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. 10.25** 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. 10.26** 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. 10.27** Settlement and Mutual Release Agreement dated January 13, 2017, executed by UMED Holdings, Inc. 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. 10.28** 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. 10.29** 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. 10.30** 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. - 38 - 10.31** 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. 10.32** 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. 10.33** Promissory Note in the amount of $100,000 dated November 13, 2017, executed by Greenway Technologies, Inc. payable to Wildcat Consulting Group LLC. 10.34** Subordinated Convertible Promissory Note in the amount of $166,667 dated December 20, 2017, executed by Greenway Technologies, Inc. payable to Tunstall Canyon Group LLC. 10.35** Warrant dated November 30, 2017 for 1,000,000 shares issued to MTG Holdings, LTD. 10.36** 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. 10.37** Warrant dated January 8, 2018 for 4,000,000 shares issued to Kent Harer. 10.38** Settlement agreement by and between Greenway Technologies, Inc. and Tonaquint, Inc. dated April 9, 2018. 10.39** Employment agreement with John Olynick, as President, dated May 10, 2018. 10.40** Employment agreement with Ransom Jones, as Chief Financial Officer, Secretary and Treasurer, dated May 10, 2018. 10.41** Consulting Agreement with Gary L. Ragsdale, Ph.D., P.E. 10.42** Consulting Agreement with John Olynick 10.43** Consulting Agreement with Marl Zoellers 10.44** Consulting Agreement with Paul Alfano dba Alfano Consulting Services 10.45** Consulting Agreement with Peter Hauser 10.46** Consulting Agreement with William Campbell 10.47** Consulting Agreement with Ryan Turner 10.48** Amendment on July 30, 2014 to that certain Employment Agreement with Raymond Wright dated August 29, 2012 10.49** Mabert LLC as Agent Loan Agreement dated September 14, 2018 10.50** Mabert LLC as Agent Security Agreement dated September 14, 2018 10.51** Texas UCC-1 filed by Mabert LLC as Agent on October 11, 2018, ending October 10, 2023. 10.52** Rule 11 Agreement, dated March 6, 2019, pursuant to a mutual settlement of all claims by Wildcat Consulting, LLC for the matters in Cause No. 2018-005801 and Cause No. 2018-006416-2, filed in the County Courts at Law in Tarrant County, TX on Sept 7, and September 27, 2018 respectively. 10.53** Employment agreement with Thomas Phillips, as Vice President of Operations, effective date April 1, 2019. 10.54** Settlement Agreement executed on September 26, 2019 with Southwest Capital Funding, Ltd. to resolve all conflicts related to loan guarantees provided for Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison. 10.55** Limited Liability Company Agreement of OPM Green Energy, LLC, dated August 23, 2019, by and among Greenway Technologies, Inc., a Texas corporation, Mabert, LLC, a Texas limited liability company, Tom Phillips, an individual, and OPM Green Energy, LLC, a Texas corporation. 10.56** Subscription Agreement dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC, a Texas limited liability company. 10.57** Intellectual Property License dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC, a Texas limited liability company. 10.58** Employment agreement with Ryan Turner for Business Development and Investor Relations, dated April 1, 2019. 10.59** Agreed Order of Dismissal with Prejudice, dated February 25, 2020, pursuant to the mutual settlement of all claims by Wildcat Consulting, LLC for the matters in Cause No. 2018-005801 and Cause No. 2018-006416-2, filed in the County Courts at Law in Tarrant County, TX on Sept 7, and September 27, 2018 respectively. 10.60** Agreed Order of Dismissal without Prejudice, dated November 19, 2019, pursuant to the mutual settlement of all claims by Chisos Equity Consultants, LLC for the matters in Cause No. 67-306723-19, filed in the County Courts at Law in Tarrant County, TX on March 13, 2019. 10.61** Agreed Order of Dismissal without Prejudice, dated November 19, 2019, pursuant to the mutual settlement of all claims by Richard Halden for the matters in Cause No. 352-306721-19, filed in the County Courts at Law in Tarrant County, TX on March 13, 2019. 10.62** Agreed Order of Dismissal without Prejudice, dated November 26, 2019, pursuant to the mutual settlement of all claims by Greenway Technologies, Inc. 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. - 39 - 10.63** Securities Purchase Agreement by and between Greenway Technologies, Inc. and PowerUp Lending Group, Ltd, pursuant to that certain Convertible Promissory Note executed on January 24, 2020. 10.64** Convertible Promissory Note by and between Greenway Technologies, Inc. and PowerUp Lending Group, Ltd., pursuant to that certain Securities Purchase Agreement executed on January 24, 2020. 10.65** Securities Purchase Agreement by and between Greenway Technologies, Inc. and PowerUp Lending Group, Ltd., pursuant to that certain Convertible Promissory Note executed on February 12, 2020. 10.66** Convertible Promissory Note by and between Greenway Technologies, Inc. and PowerUp Lending Group, Ltd., pursuant to that certain Securities Purchase Agreement executed on February 12, 2020. 14.1** 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. 31.1* 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. 31.2* 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. 32.1* 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. 32.2* 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. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Previously filed. - 40 - SIGNATURES In 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. GREENWAY TECHNOLOGIES, INC. Date: April 8, 2022 By /s/ Kent Harer Kent Harer, President By /s/ Ransom Jones Ransom Jones, Chief Financial Officer and Principal Accounting Officer Pursuant 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. Signature Title Date /s/ Kent Harer KENT HARER Director, President April 8, 2022 /s/ Michael Wykrent MICHAEL WYKRENT Director April 8, 2022 /s/ Ransom Jones RANSOM JONES Director April 8, 2022 /s/ Paul Alfano PAUL ALFANO Director April 8, 2022 /s/ Raymond Wright RAYMOND WRIGHT Chairman, President of Greenway Innovative Energy, Inc. April 8, 2022 - 41 - INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Greenway Technologies, Inc. and Subsidiaries December 31, 2021 and 2020 Contents Report of Independent Registered Public Accounting Firm (PCAOB ID: 5036 ) F-2 Consolidated Financial Statements Consolidated Balance Sheets, December 31, 2021 and 2020 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020 F-4 Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2021 and 2020 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 F-6 Notes to Consolidated Financial Statements F-7 : F-24 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Greenway Technologies, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Greenway Technologies, Inc. (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. Explanatory Paragraph – Going Concern The 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 $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 concern. 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We did not identify any critical audit matters that need to be communicated. We have served as the Company’s auditor since 2019. Margate, Florida April 8, 2022 ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES also d/b/a McNAMARA and ASSOCIATES, PLLC TAMPA BAY : 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053 JACKSONVILLE : 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053 ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053 SOUTH FLORIDA : 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053 www.assurancedimensions.com F- 2 GREENWAY TECHNOLOGIES, INC. Consolidated Balance Sheets As of December 31, 2021 and 2020 December 31, December 31, 2021 2020 Assets Current Assets Cash $ 60,549 $ 1,628 Prepaid Expenses 56 11,235 Total Current Assets 60,605 12,863 Total Assets $ 60,605 $ 12,863 Liabilities & Stockholders’ Deficit Current Liabilities Accounts payable $ 667,130 $ 805,237 Advances - related parties 68,014 142,934 Accrued severance expense 1,301,964 1,301,964 Accrued expenses 1,129,258 860,368 Accrued expenses - related parties 2,059,002 1,797,818 Accrued interest payable (includes related parties interest of $ 1,032,536 and $ 562,890 respectively) 1,150,126 650,480 Notes payable and convertible notes payable 826,667 886,667 Notes payable - related parties (Net of debt discount of $ 8,742 and $ 13,153 respectively) 2,745,264 2,411,605 Total Current Liabilities 9,947,425 8,857,073 Total Liabilities $ 9,947,425 $ 8,857,073 Commitments and contingencies (Note 11) - 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 $ 35,506 $ 33,527 Additional paid-in capital 24,842,907 24,123,925 Common stock to be issued 17,189 36,384 Subscription receivable - warrants ( 16,245 ) ( 16,245 ) Accumulated deficit ( 34,766,177 ) ( 33,021,801 ) Total Stockholders’ Deficit ( 9,886,820 ) ( 8,844,210 ) Total Liabilities & Stockholder’s Deficit $ 60,605 $ 12,863 The accompanying notes are an integral part of these consolidated financial statements. F- 3 GREENWAY TECHNOLOGIES, INC. Consolidated Statements of Operations For the years ended December 31, 2021 and 2020 2021 2020 For the Years Ended December 31, 2021 2020 Revenues $ - $ - Expenses General and administrative 998,103 1,341,512 Research and development 158,000 30,000 Total Expense 1,156,103 1,371,512 Operating loss ( 1,156,103 ) ( 1,371,512 ) Other income (expenses) Gain on change in fair value of derivative - 62,645 Interest expense ( 588,273 ) ( 769,170 ) Settlement loss - loan agreement - ( 17,881 ) Gain on settlement of accounts payable - 809 Reserve for equity method investment receivable - ( 412,885 ) Convertible debt derivative expense - ( 33,978 ) Total other expense ( 588,273 ) ( 1,170,460 ) Loss before income taxes ( 1,744,376 ) ( 2,541,972 ) Provision for income taxes - - Net loss $ ( 1,744,376 ) $ ( 2,541,972 ) Net loss per share Basic and diluted net loss per share $ ( 0.01 ) $ ( 0.01 ) Weighted average shares outstanding Basic and diluted 342,400,231 312,854,191 The accompanying notes are an integral part of these consolidated financial statements. F- 4 GREENWAY TECHNOLOGIES, INC. Consolidated Statements of Changes in Stockholders’ Deficit For the years ended December 31, 2021 and 2020 Number of shares Amount paid-in capital Stock to be Issued Subscription Receivable Accumulated deficit Total Year ended December 31, 2021 Common Stock, par value $0.0001 Additional Common Number of shares Amount paid-in capital Stock to be Issued Subscription Receivable Accumulated deficit Total Balance, December 31, 2020 335,268,075 $ 33,527 $ 24,123,925 $ 36,384 $ ( 16,245 ) $ ( 33,021,801 ) $ ( 8,844,210 ) Shares to be issued for promissory note fees - - - 26,546 - - 26,546 Shares to be issued for consulting fees - - - 3,000 - - 3,000 Shares to be issued for private placement - - - 40,000 - - 40,000 Shares issued for promissory note fees 1,197,758 119 54,867 ( 50,741 ) - - 4,245 Shares issued for consulting fees 482,500 48 14,427 ( 3,000 ) - - 11,475 Shares issued for private placement 18,112,501 1,812 649,688 ( 35,000 ) - - 616,500 Net loss for the year ended December 31, 2021 - - - - - ( 1,744,376 ) ( 1,744,376 ) Balance, December 31, 2021 355,060,834 $ 35,506 $ 24,842,907 $ 17,189 $ ( 16,245 ) $ ( 34,766,177 ) $ ( 9,886,820 ) Year ended December 31, 2020 Common Stock, par value $0.0001 Additional Common Number of shares Amount paid-in capital Stock to be Issued Subscription Receivable Accumulated deficit Total Balance, December 31, 2019 296,648,677 $ 30,153 $ 22,710,632 $ 857,227 $ ( 7,668 ) $ ( 30,479,829 ) $ ( 6,889,485 ) Shares issued for cashless warrant conversions 857,737 86 8,491 - ( 8,577 ) - - Shares issued for loan conversion 23,746,266 2,376 641,214 ( 312,375 ) - - 331,215 Shares issued for promissory note fees 1,460,260 146 124,706 ( 124,852 ) - - - Shares issued with promissory notes 227,571 23 3,313 - - - 3,336 Common stock issued 356,186 36 13,156 ( 13,192 ) - - - Shares to be issued for promissory note fees - ( 33 ) ( 25,450 ) 49,576 - - 24,093 Shares to be issued for settlement of accrued legal expenses 529,711 53 31,550 - - - 31,603 Shares issued for stock-based compensation 7,000,000 700 461,300 ( 420,000 ) - - 42,000 Shares issued for private placement 4,441,667 444 154,556 - - - 155,000 Par value adjustment - ( 457 ) 457 - - - - Net loss for the year ended December 31, 2020 - - - - - ( 2,541,972 ) ( 2,541,972 ) Balance, December 31, 2020 335,268,075 $ 33,527 $ 24,123,925 $ 36,384 $ ( 16,245 ) $ ( 33,021,801 ) $ ( 8,844,210 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 GREENWAY TECHNOLOGIES, INC. Consolidated Statements of Cash Flows For the years ended December 31, 2021 and 2020 2021 2020 Year Ended December 31, 2021 2020 Cash Flows from Operating Activities: Net loss $ ( 1,744,376 ) $ ( 2,541,972 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of derivatives - ( 62,645 ) Amortization of debt discount 35,202 293,156 Derivative expense - 33,978 Share based consulting fees 14,475 - Stock based compensation - 42,000 Debt settlement - 17,881 Gain on settlement of accounts payable - ( 809 ) Reserve for equity method investment receivable - 412,885 Changes in operating assets and liabilities: Prepaid expenses 11,179 13,765 Accrued expenses 298,890 302,746 Accrued expenses - related parties 730,831 803,052 Accounts payable ( 138,107 ) ( 69 ) Net Cash Used in Operating Activities ( 791,906 ) ( 686,032 ) Cash flows from Investing Activities: Receivable - related parties - ( 25,000 ) Net Cash Used in Investing Activities - ( 25,000 ) Cash Flows from Financing Activities Proceeds from notes payable - related parties - 215,609 Proceeds from convertible notes payable - 171,000 Payments on notes payable - related parties ( 100,000 ) ( 115,000 ) Payments on other notes payable ( 60,000 ) - Proceeds from sale of common stock 656,500 155,000 Proceeds from stockholder advances 354,327 270,008 Net Cash Provided by Financing Activities 850,827 696,617 Net Increase (Decrease) in Cash 58,921 ( 14,415 ) Cash Beginning of Year 1,628 16,043 Cash End of Year $ 60,549 $ 1,628 Supplemental Disclosure of Cash Flow Information: Cash paid during the year for interest $ 49,046 $ - Cash paid during the year for taxes $ - $ - Non-Cash investing and financing activities New debt discount from convertible notes $ - $ 204,978 Subscription receivables - warrants $ - $ 8,577 Loan conversion (fair value of shares issued: $ 0 and $ 643,590 ) $ - $ 171,000 Discount related to shares issued for promissory note fees $ 30,791 $ - Conversion of stockholder advances – related parties to notes payable $ 429,248 $ 178,093 Shares issued for promissory note fees $ 54,986 $ 24,093 Shares issued with promissory notes $ - $ 3,336 Shares issued for settlement of accrued legal settlements $ - $ 31,603 The accompanying notes are an integral part of these consolidated financial statements. F- 6 GREENWAY TECHNOLOGIES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2021 and 2020 NOTE 1 – ORGANIZATION Nature of Operations Greenway 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. Greenway’s objective is to become a material direct and licensed producer of renewable GTL synthesized diesel and jet fuels, with a near term focus on U.S. market opportunities. Greenway’s GTL Technology In August 2012, Greenway Technologies acquired 100 % of Greenway Innovative Energy, Inc. (“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 fuel. 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. In 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. The Company believes that its proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general. 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. NOTE 2 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES Principles of Consolidation The 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 significant inter-company accounts and transactions were eliminated in consolidation. The accompanying consolidated financial statements include the accounts of the following entities: SCHEDULE OF SUBSIDIARIES Name of Entity % Entity Incorporation Relationship Greenway Technologies, Inc. Corporation Texas Parent Universal Media Corporation 100 % Corporation Wyoming Subsidiary Greenway Innovative Energy, Inc. 100 % Corporation Nevada Subsidiary Logistix Technology Systems, Inc. 100 % Corporation Texas Subsidiary F- 7 Going Concern Uncertainties The 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, 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. The 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) outbreak. 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. The 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. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies applied in the presentation of the consolidated financial statements are as follows: Property and Equipment Property and equipment is recorded at cost. 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. Impairment of Long-Lived Assets The 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, 2021. F- 8 Revenue Recognition The 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. Equity Method Investment On 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. 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, 2021. 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. Use of Estimates The 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. Actual results could differ from such estimates. Cash and Cash Equivalents The 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, 2021 or December 31, 2020. Income Taxes The 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. The 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 – 2021, with no corporate tax returns filed for the years ending 2016 to 2021. Net Loss Per Share, basic and diluted Basic 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 ), no shares convertible for debt and shares outstanding but not yet issued ( 537,762 ) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive. F- 9 Derivative Instruments The 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. If 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. Fair Value of Financial Instruments Effective 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: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 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. Level 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. The 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 Description Level 1 Level 2 Level 3 2021 Derivative Liabilities $ 0 $ 0 $ 0 2020 Derivative Liabilities $ 0 $ 0 $ 0 All 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. As of and for the year ended December 31, 2021, the Company did not have a derivative or derivative activity. F- 10 The change in the convertible notes payable derivative liabilities at fair value for the year ended December 31, 2020, is as follows: SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE FairValue January 1, 2020 Change in Fair Value New Convertible Notes (Gain)/loss on Settlement Conversions Fair Value December 31, 2020 Derivative Liabilities $ - $ ( 62,645 ) $ 204,978 $ ( 50,336 ) $ ( 91,997 ) $ - Stock Based Compensation The 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, 2021 and 2020, the Company did no t have any outstanding stock options. Concentration and Credit Risk Financial 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 no t have cash on deposit in excess of such limit on December 31, 2021 and 2020. Research and Development The 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 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 $ 158,000 and $ 30,000 during the years ended December 31, 2021 and 2020, respectively. Issuance of Common Stock The 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. Impact of New Accounting Standards Management 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. F- 11 NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, their estimated useful lives, and related accumulated depreciation at December 31, 2021 and 2020, respectively, are summarized as follows: SCHEDULE OF PROPERTY PLANT, AND EQUIPMENT Range of Lives in Years 2021 2020 Equipment 5 $ 2,032 $ 2,032 Furniture and fixtures 5 1,983 1,983 Property and equipment, gross 4,015 4,015 Less accumulated depreciation ( 4,015 ) ( 4,015 ) Property and equipment, net $ 0 $ 0 Depreciation expense for the year ended December 31, 2021 and 2020 $ 0 $ 0 NOTE 5 – TERM NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES Term 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 December 31, 2020 $ 2,745,264 $ 2,411,605 Secured notes payable with related parties at 18 % per annum related to the Mabert LLC as Agent Loan Agreement originally dated September 14, 2018 for up to $ 5,000,000 (as amended), shown net of debt discount of $ 8,742 and $ 13,153 (1) $ 2,745,264 $ 2,411,605 Total notes payable related parties $ 2,745,264 $ 2,411,605 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) 166,667 166,667 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) 525,000 525,000 Settlement agreement to pay $ 5,000 per month for 60 monthly installments beginning March 2019. (4) 135,000 195,000 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 $ 826,667 $ 886,667 (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 . (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 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 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 31, 2021. 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. (5) 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. The Company made all required payments thereby extinguishing such Promissory Note as of period ended March 31, 2020 Under 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. Mr. Jones, and his late wife have loaned $ 2,836,915 from inception through December 31, 2021, including $ 354,327 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 and $ 13,153 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. The 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 advances. 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. F- 12 On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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 On 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. On 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. On 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. F- 13 On 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. Each 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 31, 2020. During 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 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 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 31, 2021. 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. (5) 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. The Company made all required payments thereby extinguishing such Promissory Note as of period ended March 31, 2020 F- 14 NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE The 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. The 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 shares. On September 26, 2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd. (“ 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. v. 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 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. On 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 . The Purchase Agreement contains customary representations and warranties, covenants, and conditions to closing. Material terms of the notes (“Notes”) include the following provisions: ● The unpaid principal balance of the Notes shall bear interest at the rate of 10 % per year; ● Any 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; ● PowerUp 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 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; ● The 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; ● The Company may prepay the Notes, but must pay a prepayment percentage to PowerUp depending on the time that the Notes are prepaid; ● So 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; and ● Certain 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. F- 15 On 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. The 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 Conversion Dates Commitment Date Expected dividends 0 % 0 % Expected annual volatility 99.5 %- 200.4 % 184.1 % Expected term: conversion feature Various 1 year Risk free interest rate .12 - .14 % 1.51 % On 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 . 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. The 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 Commitment Date Expected dividends 0 % 0 % Expected annual volatility 171.2 %- 190.2 % 182.9 % Expected term: conversion feature Various 1 year Risk free interest rate 0.09 %-. 10 % 1.54 % In accordance with the terms of the PowerUp Purchase Agreement, the Company reserved 38,876,716 shares of its Common Stock upon execution of the PowerUp Note Agreements in January and February, 2020. For 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 . The 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. F- 16 NOTE 7 – ACCRUED EXPENSES Accrued expenses consisted of the following at December 31, 2021 and 2020: SCHEDULE OF ACCRUED EXPENSES 2021 2020 Accrued consulting fees and expense $ 1,129,258 $ 860,368 Total accrued expenses $ 1,129,258 $ 860,368 The 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. NOTE 8 – CAPITAL STRUCTURE 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. Common Stock At December 31, 2021, there were 355,060,834 shares of Common Stock issued and outstanding. During the three-months ended December 31, 2021, the Company: 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. F- 17 During the three-months ended September 30, 2021, the Company: issued 3,911,628 shares of Rule 144 restricted Common Stock, including 3,687,500 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. During 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. During the three-months ended March 31, 2021, the Company: 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 . At December 31, 2020, there were 335,268,075 shares of Common Stock issued and outstanding. During the three-months ended December 31, 2020, 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 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. F- 18 During the three-months ended September 30, 2020, 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. During the three-months ended June 30, 2020, the Company: 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. During the three-months ended March 31, 2020, 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. Class B Stock At December 31, 2021 and 2020, there were no Class B shares issued and outstanding, as such shares were terminated in December 2019. Stock options, warrants and other rights As of December 31, 2021 and 2020 respectively, the Company has not adopted and does not have an employee stock option plan. At 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 Warrants Issue Date Total Warrants Issued Term (Yrs) Expiration Date Activity in 2020 Balance 2020 Activity in 2021 Balance 2021 Norman Reynolds (Legal Compensation) Oct-15 4,000,000 5 Oct-00 ( 4,000,000 ) - - - Richard Halden (Settlement) Feb-17 2,000,000 3 Feb-20 ( 2,000,000 ) - - - Kent Harer (Share Exchange) Jan-18 4,000,000 3 Jan-21 - 4,000,000 ( 4,000,000 ) - Mabert Dec-18 1,624,404 15 Dec-33 ( 857,737 ) - - - Dean Goekel (Consultant Compensation) Jul-20 3,000,000 2 Jun-22 3,000,000 3,000,000 - 3,000,000 Total: 14,624,404 ( 3,857,737 ) 7,000,000 ( 4,000,000 ) 3,000,000 F- 19 For 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 . The exercise price of these remaining warrants is $ 0.03 . There 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. On July 1, 2020, the Company issued 3,000,000 warrants for consulting work. The warrants are exercisable at $ 0.03 per share. The 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 . On 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 %. These warrants were not exercised within the period provided and expired by their terms on October 1, 2020 . On 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 . In 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. NOTE 9 - RELATED PARTY TRANSACTIONS After 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 transaction. Mr. Jones as an Interested Director did not vote on this transaction. 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. Jones. 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. Jones. See Note 5 – Term Notes Payable and Notes Payable Related Parties. F- 20 Through Mabert, as of December 31, 2021, Mr. Jones along with his late wife and his company have loaned $ 2,005,572 , and six other shareholders have loaned the balance of the Mabert Loans. As of December 31, 2020, Mr. 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. 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. For 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. In 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, Texas. 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, 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 of equity. 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. F- 21 NOTE 10 – INCOME TAXES The Company has not filed its corporate tax returns since fiscal 2016. Due to recurring losses, the Company’s tax provision for the years ended December 31, 2021 and 2020 was $ 0 . The 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 2021 2020 Federal statutory rate ( 21.0 )% ( 21.0 )% State tax, net of federal benefit ( 0.0 ) ( 0.0 ) Permanent differences and other including surtax exemption 0.0 0.0 Valuation allowance ( 21.0 ) ( 21.0 ) Effective tax rate 0.0 % 0.0 % At December 31, 2021 and 2020 the Company’s deferred tax assets were as follows: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Deferred tax assets Net operating loss carry forwards $ 5,784,754 $ 5,418,435 Deferred compensation / management fees 1,184,474 968,232 Total deferred tax assets 6,969,228 6,386,667 Less valuation allowance ( 6,969,228 ) ( 6,386,667 ) Net deferred tax asset $ - $ - As 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). The 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 $ 582,561 and $ 840,581 for the years ended December 31, 2021 and 2020, respectively. F- 22 NOTE 11 – COMMITMENTS AND CONTINGENCIES Employment Agreements In 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. In September 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. Effective 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. Mr. 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 2021 and December 2020, respectively. Both Mr. 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. Mr. Jones is also entitled to participate in the Company’s benefit plans when such plans exist. Effective 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. Effective December 15, 2020, Mr. Phillips resigned from the Company. Effective 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. Mr. Turner is no longer with the Company. Other In the August 2012 acquisition agreement with Greenway Innovative Energy, Inc. (“GIE”), the Company agreed to: (i) issue 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. The 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. F- 23 In 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. Leases In 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. Greenway 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. Each 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, if any. There has been no production to date. Legal Matters On October 19, 2019 the Company was served with a lawsuit by Norman Reynolds, a previously engaged counsel by the Company. The suit 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”). 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. On 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. NOTE 12 - SUBSEQUENT EVENTS From January 1, 2022 through the period ended April 8, 2022, the Company issued 2,565,166 shares of common stock comprised of: 2,366,666 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. F- 24