What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-04-14 compared with 2022-04-11 · 215 added, 252 removed, 347 unchanged (57% of the section changed)

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strategic options to partner or sell its interest in this acreage, while it focuses on its emerging GTL technology sales and marketing

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

Our independent registered public accounting firm

issued a going concern qualification in their report dated April 8, 2022, which is included with our consolidated Financial Statements

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

$ (1,744,376 )

$ (2,541,972 )

remain dependent on outside sources of funding (debt and/or equity) for continuation of our operations.

Our independent registered

public accounting firm issued a going concern qualification in their report dated April 14, 2023, which is included with our

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

Net cash used in operations

Negative working capital

Working capital deficit

Stockholders’ deficit

of December 31, 2021, we had total liabilities in excess of assets by $9,886,820.

Also, during the year ended December 31, 2021,

we used net cash of $791,906 for operating activities.

These factors raise substantial doubt about our ability to continue as a going

– Our net loss decreased primarily due to recording a gain on debt settlement of $70,377 and decreases in our operating expenses

of $178,027, (both general and administrative expenses and research and development), from $1,120,901 to $942,874.

– Our net cash used in operations in 2022 was less than 2021.

The change was primarily due to the recognition of a gain on

debt settlement of $70,377 and an increase in accounts payable and accrued expenses of $165,877.

– The increase in working capital deficit from 2021 to 2022 primarily relates to less cash in 2022 of $35,954, higher accounts

payable and accrued expenses of $101,283, higher accounts payable and accrued expenses – related party of $707,914.

– The increase from 2021 to 2022 is based upon the current year net loss.

factors raise substantial doubt about our ability to continue as a going concern.

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

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had no revenues for consolidated operations for the years ended December 31, 2022 and 2021.

We reported consolidated net losses during

the years ended December 31, 2021 and 2020 of $1,744,376 and $2,541,972, respectively.

reported consolidated net losses during the years ended December 31, 2022 and 2021 of $1,512,692 and $1,744,376, respectively.

following table summarizes consolidated operating expenses and other income and expenses for the years ended December 31, 2022 and December

General and administrative

General and administrative expenses

Research and development

Gain on change in fair value of derivative

Interest expense

Settlement loss - loan agreement

Gain on settlement of accounts payable

Reserve for equity method investment receivable

Convertible debt derivative expense

During the year ended December 31, 2021, operating expenses decreased to $1,156,103, as compared to $1,371,512 for the

year ended December 31, 2020.

The decrease was due primarily to a $139,667 decrease in salaries, a $84,591 decrease in legal expense

and a $42,000 decrease in compensation expense related to warrants in 2020 offset by a $128,000 increase in research and development

expenses in 2021 compared to the same period in 2020.

Major operating expense categories consisted of the following:

During the year ended December 31, 2021, total salaries decreased to $390,333 as compared to $530,000 for the year ended December 31,

The decrease is due to one employee leaving in the fourth quarter of 2020 and another leaving in the fourth quarter of 2021.

During the year ended December 31, 2021, consulting expense decreased to $325,899, as compared to $332,961 for the year ended

December 31, 2020.

During the year ended December 31, 2021, travel expenses decreased to $0, as compared to $18,487 in the year ended December

The decrease in travel expenses was due no travel in 2021 compared air travel during the first quarter of 2020.

During the year ended December 31, 2020, legal expenses decreased to $122,205, as compared to $206,796 in the year ended

December 31, 2020.

The decrease in legal fees was due primarily to decreased legal matters in progress during 2021 and settlement of

various matters year to year.

and Development Costs .

During the year ended December 31, 2021, research and development costs increased to $158,000, as compared

to $30,000 in the year ended December 31, 2020.

The change was due to the payment of the renewal fee for the SRA with the University

of Texas at Arlington and for the monthly payments on the SRA for the testing and commercialization phase of our GTL technology.

During the year ended December 31, 2021, interest expense decreased to $588,273, including interest to related

parties of $478,646, as compared to $769,170 for the year ended December 31, 2020.

The decrease was primarily due to the decreased interest

expense due to the settlement of the PowerUp loans in the year ended December 31, 2020.

in Fair Value of Derivative Liability and Derivative Expenses .

During the year ended December 31, 2021, the gain on the fair value

of derivatives was $0 as compared to a gain of $62,645 for the change in the derivative fair value and a debt expense of $33,978 related

to the derivatives for the year ended December 31, 2020.

The change was due to the execution of the two PowerUp convertible notes payable

in the first quarter of 2020, and the related changes in their fair values through 2020.

The convertible notes payable were settled as

of December 31, 2020

from Operations.

Our net loss from operations decreased to $1,156,103 in the year ended December 31, 2021, as compared to $1,371,512

for the year ended December 31, 2020, for the reasons listed above.

Our consolidated net loss decreased

to $1,744,376, or a negative $0.01 per basic and diluted earnings share for the year ended December 31, 2021, as compared to a net

loss of $2,541,972, or a negative $0.01 per basic and diluted earnings share for the same period ended 2020.

The weighted-average

number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 342,400,231 for the

year ended December 31, 2021, and 312,854,191 for the year ended December 31, 2020.

Amortization of debt discount

Gain on debt settlement

operating expenses decreased by $178,027 from $1,120,901 in 2021 to $942,874 in 2022.

– The decrease was primarily due to a decrease of $59,726 in consulting fees and a decrease of $52,507 in salaries.

also had increases related to legal and professional fees of $19,358.

– The decrease was related to less activity in 2022 due to lack of sufficient resources and inability to pursue additional R&D related activities.

– The increase is based on higher outstanding debt balances throughout the year.

4 – Amortization of discounts on debt instruments that were

executed at various times throughout the current period.

– The Company settled a legal matter in 2022.

Loss and Net Loss per Share

consolidated net loss decreased by $231,684 to $1,512,692 ($0.00) - basic and diluted earnings share for the year ended December 31,

2022, as compared to a net loss of $1,744,376 ($0.01), for the same period ended 2021.

weighted-average number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 371,601,679

for the year ended December 31, 2022, and 342,400,231 for the year ended December 31, 2021.

and Capital Resources

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certain selected balance sheet comparisons between December 31, 2022, and December 31, 2021:

Prepaids and other

Total current assets

Accounts payable and accrued liabilities

Notes payable and accrued interest

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Notes payable - related parties - net

Convertible note payable - net

Advances - related parties

Total current liabilities

Total long-term debt

Total liabilities

our working capital we have considered completing additional private stock sales and entering into new debt instruments.

During the year ended December 31, 2021, sales of our Common Stock provided $656,500.

During the year ended December 31, 2020, sales

of our Common Stock provided $155,000.

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

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

public companies.

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

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

During the third and fourth quarters of 2020, the lenders converted the outstanding convertible notes to equity.

cash used in operating activities during the year ended December 31, 2021, was $791,906, as compared to $686,032 for the year

ended December 31, 2020.

cash used in investing activities for the year ending December 31, 2021 was $0, as compared to $25,000 for the year ended December 31,

cash provided by financing activities was $850,827 for the year ended December 31, 2021, comprised of $656,500 in sales of our Common

Stock, $354,327 received from stockholder advances, less $100,000 of payments on notes payable to related parties and $60,000 on other

notes payable.

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

Stock, $171,000 in proceeds from convertible notes payable, $215,609 in proceeds from Notes – Related Parties, $270,008 received

from stockholder advances, less $115,000 of payments on notes payable related to legal settlements.

accompanying Financial Statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction

of liabilities in the normal course of business.

Our general business strategy is to first develop our GTL technology to maintain our

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

As shown in the accompanying Financial Statements,

we have incurred an accumulated deficit of $34,766,177 and $33,021,801 as of December 31, 2021, and 2020, respectively.

Our ability to

continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on our ability to obtain necessary

financing to fund ongoing operations.

last funded Scope of Work (“ SOW ”) under our SRA with UTA was completed in the year ended December 2019, with payments

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

We signed a new SRA with UTA effective March 1, 2021 which relates

to the testing and commercialization phase of our GTL technology.

The term of the agreement is through February 15, 2022.

The first payment

under the SRA was made in March 2021 for $30,000.

Going forward on the 15 th of each month we will pay UTA $15,454.54 through

February 15, 2022, for a total commitment of $200,000.

For the year ended December 31, 2021, we have paid UTA a total of $158,000.

- Cash decreased in 2022 due to payment of accounts payable and less capital raised to sustain operations as compared to prior period.

- Insignificant change.

- See discussion regarding cash resources in #1 above.

– Lack of cash resources resulted in an increase in these liabilities.

– Increase in 2022 related to proceeds of $30,000 offset by repayments of $55,000.

- In 2022, there was a conversion of stockholder advances totaling $51,769 to notes payable – related parties.

– See discussions in 4, 5 and 6.

increase our working capital, we have considered completing additional private stock sales and entering into new debt instruments.

the year ended December 31, 2022, we received advances of $3,500 from related parties and $30,000 in proceeds from the issuance of debt.

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

net cash used in operations in 2022 was less than 2021.

The change was primarily due to the recognition of a gain on debt settlement

of $70,377, an increase in accounts payable and accrued expenses of $326,660 and accounts payable and accrued expenses – related parties

cash used in investing activities for the year ending December 31, 2022 and 2021 was $0.

2022, the Company had net cash provided by financing activities of $460,700, consisting of the following:

from advances – related parties - $3,500

from issuance of note payable - $30,000

on notes payable - $55,000

from stock issued for cash - $482,200

accompanying 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.

Our general business strategy is to first develop our GTL

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

shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $36,278,869 and $34,766,177

as of December 31, 2022 and 2021, respectively.

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

obtain necessary financing to fund ongoing operations.

Expenditures - none

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

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By its terms, Mr.

Wright’s employment agreement automatically renewed on August 12, 2020 and 2021, for a successive

one-year periods.

During the twelve-months ended December 31, 2021, we paid and/or accrued a total of $180,000 for this fiscal year under

the terms of the agreement.

Wright’s employment agreement automatically renewed on August 12, 2020, 2021, and 2022 for a

successive one-year periods.

During the twelve-months ended December 31, 2022, we paid and/or accrued a total of $180,000 for this calendar

year under the terms of the agreement.

Wright is also the chairman of our Board of Directors.

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Jones and our Company,

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

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

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

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incorporated by reference as Exhibit 10.59.

Note 11 – Commitments and Contingencies to our Financial Statements.

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

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The Company has accrued Consulting Fees and Expenses of $120,988 for all prior periods through the year ending December

There is no payment schedule agreed to by the parties, and such accrued expenses will be paid only when the Company has sufficient

liquidity to make such payment, or unless or until the parties agree to some other form of payment provision.

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

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

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

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

planning and other services.

The agreed upon start date under the agreement is July 1, 2020 and the minimum engagement term was for six

After the initial term the agreement automatically renews for subsequent six (6) month terms unless the Company or Mr.

terminates the agreement.

During 2022, Mr.

Alfano and the Company mutually agreed to issues Company shares to Mr.

Alfano in full satisfaction of the

$120,988 Consulting Fees and Expenses that were accrued as of December 31, 2021.

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

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

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

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

and market implementation, strategic planning and other services.

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

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

After the initial term the agreement automatically renews for subsequent six (6)

month terms unless the Company or Mr.

Goekel terminates the agreement.

Under the agreement, in exchange for Mr.

Goekel’s services he will receive a minimum monthly fee of $10,000

per month in deferred compensation until such time that adequate funds are available for payment.

As of December 31, 2021, we have accrued

$180,000 in compensation expense related to this agreement.

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

available for payment.

As of December 31, 2022, we have accrued $300,000 in compensation expense related to this agreement.

Additionally, under the agreement Mr.

Goekel was issued stock warrants for

3,000,000 shares at a strike price of $0.03 per share effective July 1, 2020 and expiring on June 30, 2022.

The Company recognized valued

and recognized compensation expense related to these warrants of $25,137 for the year ended December 31, 2020.

After meeting certain

deliverables set forth in the agreement, Mr.

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

of the stock price for the 90 days that the deliverables have been met.

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

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

The Company recognized valued and recognized compensation expense related to

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

Goekel did not exercise any of the stock warrant prior to June

30, 2022 and the warrants expired unexercised.

After meeting certain deliverables set forth in the agreement, Mr.

Goekel will be issued stock

warrants for 1,000,000 shares at a strike price that is an average of the stock price for the 90 days that the deliverables have

No such deliverables have been met to date, and currently management does not believe these 1,000,000 warrants will

be earned by the service provider.

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

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of GIE, pursuant to the GIE Acquisition Agreement.

have a minimum commitment during 2021 of approximately $11,880 for our annual lease maintenance fees due to Bureau of Land Management

(“ BLM ”) for the Arizona, such payment was made prior to the due date of September 1, 2021.

There is no actual lease

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

The next payment will

be due on September 1, 2022.

2022, our annual lease maintenance fees due to Bureau of Land Management (“ BLM ”) for the Arizona, were $16,200.

is no actual lease agreement with the BLM, but we file an annual maintenance fee form and pay fees to the BLM to hold our claims.

next payment will be due on August 31, 2023.

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

to accredited investors, related parties and institutions.

the year ended December 31, 2022 there was no related party financing.

However, $51,769 in advances were converted to a related party

note for Kevin Jones.

the year ended December 31, 2021, we received $429,247 in related party loans from Mabert, acting as agent for various lenders to the

See also Note 5 – Term Notes Payable and Notes Payable Related Parties to our Financial Statements.

of December 31, 2021, we received $68,014 in cash and payment advances, net of repayments, from our director, Kevin Jones, a greater

than 5% shareholder which has been accrued as “Advances - related parties” for the period.

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

various dates throughout the year ended December 31, 2022, the Company issued 20,667,999 shares of Rule 144 restricted Common Stock,

par value $0.0001 per share pursuant to a private placement sale to various accredited investors, for $482,200 ($0.02 - $0.03/share).

December 23, 2021, the Company 333,333 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private placement

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placement sale to an accredited investor, for $36,000, or $0.03 per share.

have also received loans from external lenders.

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

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

commitments to small-cap public companies.

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

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

Purchase Agreement.

As of the period ending December 31, 2020, PowerUp has converted their notes payable to shares issued.

Agreement contains customary representations and warranties, covenants, and conditions to closing.

The foregoing description of the Purchase

Agreement and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase

Agreement and the Notes, which are filed herewith as Exhibits 10.63 - 10.66, respectively, and incorporated herein by reference.

Note 6 – Notes Payable and Convertible Notes Payable to our Financial Statements.

November 11, 2020, the Company issued 2,000,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a

private placement sale to an accredited investor, for $20,000, or $0.01 per share.

November 17, 2020, the Company issued 800,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to an accredited investor, for $40,000, or $0.05 per share.

November 17, 2020, the Company issued 666,667 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to an accredited investor, for $20,000, or $0.03 per share.

April 8, 2020, the Company issued 375,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to an accredited investor, for $15,000, or $0.04 per share.

February 11, 2020, the Company issued 600,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share, pursuant to a private

placement sale to an accredited investor, for $60,000, or $0.10 per share.

do not anticipate that our business will be affected by seasonal factors.

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Sheet Arrangements

During the year

ended December 2019, we entered into a revenue interest research and development venture with Mabert and an employee, Tom Phillips, OPMGE.

However, based on events of default in their agreement with the Company, Mabert no longer has any formal arrangements with OPMGE or Tom

the year ended December 2019, we entered into a revenue interest research and development venture with Mabert and an employee, Tom Phillips,

However, based on events of default in their agreement with the Company, Mabert no longer has any formal arrangements with OPMGE

or Tom Phillips.

Since inception of this arrangement, we have advanced a total of $412,885 to OPMGE.

Given the uncertainty of the collectability

of this receivable, the Company has fully reserved for this amount as of December 31, 2021.

of this receivable, the Company has fully reserved for this amount as of December 31, 2022 and 2021, respectively.

Accounting Policies and Estimates

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of our financial statements.

Financial Accounting Standards Board (“ FASB ”) issued Accounting Standard 606 – Revenue from Contracts

with Customers , 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 guidance permits two

methods of adoption:

retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially

applying the guidance recognized at the date of initial application (the cumulative catch-up transition method).

We adopted the guidance

on January 1, 2018 and applied the cumulative catch-up transition method.

The transition adjustment to be recorded to stockholders’

deficit upon adoption of the new standard did not have a material effect upon the consolidated financial statements.

The Company has

not, to date, generated any revenues.

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues

and expenses during the reported period.

Actual results could differ from those estimates, and those estimates may be material.

in estimates are recorded in the period in which they become known.

The Company bases its estimates on historical experience and other

assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

estimates during the years ended December 31, 2022 and 2021, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets.

Method Investment

On August 29, 2019, we

entered into a research and development venture, OPMGE, with Mabert and an employee, Tom Phillips.

We contributed a limited license to

use our proprietary and patented GTL technology and a working G-Reformer refractory unit, for no actual cost basis, in exchange for 300

membership units in OPMGE, equating to an approximately a 42.857% current interest in OPMGE, pending the expected issuance of an additional

300 membership units, equating to a net 30% ownership interest in OPMGE at that time.

OPMGE is no longer operating and no longer a viable

There was not previously and is no book or asset value attributed to the contributed technology.

Any advances made to OPMGE have

been fully reserved for by the Company due to the lack of collectability.

Standard 718, “Accounting for Stock-Based Compensation” (“ASC 718”) established financial accounting and reporting

standards for stock-based employee compensation plans.

It defines a fair value-based method of accounting for an employee stock option

or similar equity instrument.

In January 2006, we implemented ASC 718, and accordingly, we account for compensation cost for stock option

plans in accordance with ASC 718.

August 29, 2019, the Company entered into a Material Definitive Agreement related to the formation of OPMGE.

The Company contributed

a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for 42.86% (300 of 700 currently

owned member units) revenue interest in OPMGE, expected to be later reduced to a 30% interest upon the completion of certain expected

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

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 was no longer a viable entity as of December 31, 2022 and 2021, respectively.

of December 31, 2022 and 2021, respectively, there were no assets within OPMGE.

Accordingly, the Company’s receivable with this

entity is fully reserved for as of December 31, 2022 and 2021.

and Cash Equivalents and Concentration of Credit Risk

purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less

at the purchase date and money market accounts to be cash equivalents.

December 31, 2022 and 2021, respectively, the Company did not have any cash equivalents.

Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent

account balances exceed the amount insured by the FDIC, which is $250,000.

At December 31, 2022 and 2021, respectively, the Company did

not have any cash in excess of the insured FDIC limit.

preparation of our Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the

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Actual results could differ materially from the estimates.

and Cash Equivalents

consider all highly liquid investments purchased with an original maturity of 3-months or less to be cash equivalents.

There were no

cash equivalents at December 31, 2021, or December 31, 2020.

Unless otherwise indicated, all references to “dollars” in this

Form 10-K are to U.S.

account for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires that we 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.

have adopted the provisions of FASB ASC 740-10-05 , Accounting for Uncertainty in Income Taxes (“ ASC 750-10-05 ”).

ASC 750-10-05 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and 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.

Additionally, ASC 750-10-05 provides guidance on de-recognition, classification, interest and penalties,

accounting in interim periods, disclosure and transition.

Open tax years, subject to IRS examination include 2016 – 2020.

Loss per Share, Basic and Diluted

have adopted Accounting Standards Codification Subtopic 260-10, Earnings per Share , specifying the computation, presentation and

disclosure requirements of earning per share information.

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.

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 as of December 31, 2021.

issuable upon the exercise of warrants (7,000,000), shares of Common Stock convertible for debt (2,083,333) and shares of Common Stock

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 as of December 31, 2020.

Financial Instruments

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.

ASC 815 requires that an entity recognize all derivatives as either assets or

liabilities in the balance sheet and measure those instruments at fair value.

certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of

gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability

that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction.

For a derivative not designated

as a hedging instrument, the gain or loss is recognized in income in the period of change.

Concentration

and Credit Risk

instruments and related items, which potentially subject us to concentrations of credit risk, consist primarily of cash, cash equivalents,

and trade receivables.

We place our cash and temporary cash investments with high -credit quality institutions.

At times, such investments

may be in excess of the Federal Deposit Insurance Corporation insurance limit.

Issued Accounting Pronouncements

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.

January 1, 2022 through the period ended April 8, 2022, the Company issued 2,565,166 shares of common stock comprised of:

shares of Rule 144 restricted Common Stock issued in a private placement to four accredited investors at an average price of $0.02 per

share and 198,500 shares issued to Kevin Jones, a related party, for costs related to issuance of promissory notes.

Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”.

Under this method,

deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and

liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse.

records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not

that some portion, or all, of the deferred tax assets will not be realized.

The effect on deferred taxes of a change in tax rates is

recognized as income or loss in the period that includes the enactment date.

Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”.

that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position

will be sustained upon examination by the tax authorities.

As of December 31, 2022 and December 31, 2021, respectively, the Company had

no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

Company recognizes interest and penalties related to uncertain income tax positions in other expense.

No interest and penalties related

to uncertain income tax positions were recorded during the years ended December 31, 2022 and 2021, respectively.

and Development

Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).

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.

Company incurred research and development expenses of $54,275 and $158,000 for the years ended December 31, 2022 and 2021, respectively.

Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair

value-based method.

Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized

over the service period, which is usually the vesting period.

This guidance establishes standards for the accounting for transactions

in which an entity exchanges it equity instruments for goods or services.

It also addresses transactions in which an entity incurs liabilities

in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by

the issuance of those equity instruments.

Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the

fair value of options.

fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services

is completed (measurement date) and is recognized over the vesting periods.

determining fair value, the Company considers the following assumptions in the Black-Scholes model:

Exercise price,

Expected dividends,

Expected volatility,

Risk-free interest rate;

Expected life of option

and Diluted Earnings (Loss) per Share

to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock

outstanding for the periods presented.

Diluted loss per share is computed by dividing net loss by the weighted average number of shares

of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Potentially dilutive common

shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common

stock issuable.

These common stock equivalents may be dilutive in the future.

December 31, 2022 and 2021, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive

equity securities:

December 31, 2022

December 31, 2021

Convertible debt

Accounting Standards

to accounting principles are established by the Financial Accounting Standards Board in the form of Accounting Standards Updates (“ASU’s”)

to the FASB’s Codification.

We consider the applicability and impact of all ASU’s on our consolidated financial position,

results of operations, stockholders’ deficit, cash flows, or presentation thereof.

Management has evaluated all recent accounting

pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial

statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements,

when adopted, will have a material impact on the financial statements of the Company.

January 1, 2023 through April 14, 2023, the Company issued 10,333,333 shares of common stock comprised of:

8,333,333 shares of Rule

144 restricted Common Stock issued in a private placement to three accredited investors at $0.015 - $0.020 per share $160,000 and

2,000,000 shares to our Chief Financial Officer for services rendered, having a fair value of $20,000 ($0.01/share), based upon the

quoted closing trading price.

and Qualitative Disclosures About Market Risk.

2 unchanged sentences

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What changed 10-K

Item 7. Management’s Discussion and Analysis