What changed in this filing

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Item 9A. Controls and Procedures

2023-04-14 compared with 2022-04-11 · 707 added, 1135 removed, 738 unchanged (71% of the section changed)

117 unchanged sentences

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

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

Officers are elected

annually by the directors.

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

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

and qualified.

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.

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

199 unchanged sentences

Option Awards ($)

Non-Equiy Incentive Plan Compensation ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified deferred compensation earnings

1 unchanged sentence

Ray Wright (1)

Kent Harer (2)

Ransom Jones (2)

Tom Phillips (4)

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

On January 4, 2017,

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

Wright resigned as corporate secretary on

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

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

Harer has not taken a

salary or any other form of compensation since his appointment.

Harer does not have an employment agreement and serves at the

pleasure of our Board of Directors.

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.

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

Jones was hired as Chief Financial Officer and Secretary

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

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

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

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

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

On December 15, 2020, Mr.

Phillips resigned from the Company.

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

Kent Harer (3)

Wright is our President and Chairman of our Board of Directrors.

January 23, 2023, Mr.

Jones our Chief Financial Officer and Secretary received 2,000,000 shares of our Common Stock valued at $0.01

Harer is our interim President.

Harer has not taken a salary or any other form of compensation.

Harer does not have an employment

agreement and serves at the pleasure of our Board of Directors.

awards during the year ended December 31, 2022 and 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.

3 unchanged sentences

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

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

Kent Harer, who is a director and is currently

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

Wright and Ransom Jones each have employment agreements that automatically renew on each employment anniversary date unless a party

provides notice of non-renewal before sixty (60) days before each annual period’s end.

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.

There were no changes to

any of the named executives’ duties as described by their respective employment agreements.

Kent Harer does not have an employment agreement and receives no compensation for his management roles and

responsibilities.

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

Ray Wright and Ransom Jones each have employment

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

Phillips resigned effective December 15, 2020.

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

executive’s contracted remaining compensation for termination without cause.

Jones was provided with 250,000 shares at the

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

Phillips received a no-cost grant of

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

shares issued in February 2020.

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

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

4 unchanged sentences

Directors and Named Executive Officers (10)

Shares of Common Stock Beneficially Owned

Shares of Common Stock

Beneficially Owned (1)

Paul Alfano(2)

4 unchanged sentences

Michael Wykrent (7)

Thomas Phillips (8)

All current Directors and Named Executive Officers as a group

16 unchanged sentences

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

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

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

Jones resigned as a director during 2021.

Kevin Jones and Ransom Jones are brothers.

Jones has sole voting and dispositive

power with respect to 8,062,645 shares.

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

Jones and Ransom Jones are brothers.

Jones has sole voting and dispositive power with respect to 8,364,683 shares.

the amount of Common Stock beneficially owned by Mr.

Jones includes:

(a) 4,875,000

Shares held by Mabert, in which Mr.

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

(b) 8,500,000 Shares owned

Jones’s late spouse, Ms.

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

has 100% ownership interest and for which he serves as sole manager;

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

Jones’s late spouse,

Christine Earley, in which Mr.

Jones has a spousal interest;

and (c) 1,867,843 Shares issuable

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

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

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

Jones pursuant to

that certain Loan Agreement by and between Mabert and the Company, dated September 14, 2018, filed as Exhibit 10.49 to the Company’s

Form 10-K/A, filed with the SEC on May 13, 2019;

Jones by Equity Trust and (d)

1,000,000 shares owned by Topical Floors, LLC, in which Mr.

Jones owns 100% ownership interest and for which he serves as sole

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

15 unchanged sentences

Wykrent is an independent director.

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.

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

Stock during February 2020.

current directors and named executive officers as a group.

19 unchanged sentences

Jones did not vote on this transaction.

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

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

These loans are secured by the assets of our Company.

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

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

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

A foreclosure sale or distribution through

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

Mabert did not

nor will it receive cash compensation for its efforts.

Jones, as the owner and

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

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

Any relationship

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

Jones and his late wife and Mabert have loaned a total $2,057,341 to the Company and four other Shareholders have loaned the balance

of $793,433, pursuant to the Loan Agreement, through the year ending December 31, 2022.

These loans are secured by the assets of our

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

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

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

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

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

Kevin Jones’ family relationship as the brother of Mr.

Ransom Jones, our

CFO, and his control position over Mabert , Mr.

Ransom Jones, our CFO, and his control position over Mabert , Mr.

Jones was not considered an independent director.

2 unchanged sentences

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

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

Wykrent was elected as a non-executive director

and we believe that Mr.

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

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

the responsibilities of a director.

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

Wykrent was elected as a non-executive director and

we believe that Mr.

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

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

of a director.

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

5 unchanged sentences

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.

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

Although we expect to repay such advances during

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

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

Our former director Kevin

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

One of our former key employees, Tom Phillips,

owns a 10% revenue interest in OPMGE.

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

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

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

to operate the Wharton Plant.

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

During 2022, the Company

Alfano agreed to issue shares in full satisfaction of the $120,988.

Alfano and Mr.

33 unchanged sentences

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:

auditors for the years ended December 31, 2022 and 2021, respectively:

Audit Related Fees

129 unchanged sentences

to resolve all conflicts related to loan guarantees provided for Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison.

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.

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.

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.

Employment agreement with Ryan Turner for Business Development and Investor Relations, dated April 1, 2019.

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.

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.

Agreement dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC, a Texas

limited liability company.

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.

agreement with Ryan Turner for Business Development and Investor Relations, dated April 1, 2019.

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.

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.

2018-006416-2, filed in the County Courts at Law in Tarrant County, TX

on Sept 7, and September 27, 2018, respectively.

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.

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.

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.

Agreed Order of Dismissal without Prejudice, dated November 26, 2019, pursuant to the mutual settlement of all claims by Greenway Technologies, Inc.

Order of Dismissal without Prejudice, dated November 26, 2019, pursuant to the mutual settlement of all claims by Greenway Technologies,

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.

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.

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.

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.

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.

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

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

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

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

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

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

DC-19-04207, filed in

the District Court in Dallas County, TX on March 26, 2019.

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.

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.

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.

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.

of Ethics for Senior Financial Officers, filed as Exhibit 10.1 to the registrant’s registration statement on Form 10-12G on

August 29, 2013, Commission File Number 000-55030.

Certification

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

§1350, as adopted pursuant to §302 of the

Sarbanes-Oxley Act of 2002.

Certification

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

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

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

Certification

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

§1350, as adopted pursuant to §906 of the

Sarbanes-Oxley Act of 2002.

Certification

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

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

10 unchanged sentences

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

TECHNOLOGIES, INC.

GREENWAY TECHNOLOGIES, INC.

Harer, President

3 unchanged sentences

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

April 8, 2022

Michael Wykrent

April 8, 2022

Raymond Wright

President of Greenway Innovative Energy, Inc.

April 8, 2022

TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

31, 2022 and 2021

of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements

1 unchanged sentence

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

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

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

68 unchanged sentences

Technologies, Inc.

and Subsidiaries

Balance Sheets

of December 31, 2021 and 2020

Current Assets

Prepaid Expenses

Total Current Assets

Liabilities & Stockholders’ Deficit

and Stockholders’ Deficit

payable and accrued expenses

payable and accrued expenses - related parties

payable - related parties - net

note payable - net

- related parties

Current Liabilities

Accounts payable

Advances - related parties

Accrued severance expense

Accrued expenses

Accrued expenses - related parties

Accrued interest payable (includes related parties interest of $ 1,032,536 and $ 562,890 respectively)

Notes payable and convertible notes payable

Notes payable - related parties (Net of debt discount of $ 8,742 and $ 13,153 respectively)

Total Current Liabilities

Total Liabilities

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

Additional paid-in capital

Common stock to be issued

Subscription receivable - warrants

Accumulated deficit

and Contingencies (Note 7)

Stockholders’

stock - $ 0.0001

par value, 500,000,000

shares authorized 382,610,871

and 355,060,834

shares issued and outstanding, respectively

paid-in capital

stock to be issued

( 36,278,869 )

( 34,766,177 )

Total Stockholders’ Deficit

Stockholders’ Deficit

( 10,737,576 )

( 9,886,820 )

Total Liabilities & Stockholder’s Deficit

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

Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of these

consolidated financial statements

Technologies, Inc.

and Subsidiaries

Statements of Operations

the years ended December 31, 2021 and 2020

For the Years Ended December 31,

General and administrative

Research and development

Total Expense

Operating loss

( 1,156,103 )

( 1,371,512 )

Other income (expenses)

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

Total other expense

( 1,170,460 )

Loss before income taxes

( 1,744,376 )

the Year Ended December 31,

and administrative expenses

and development

operating expenses

from operations

( 1,120,901 )

Provision for income taxes

income (expense)

of debt discount

on debt settlement

other income (expense) - net

$ ( 1,512,692 )

$ ( 1,744,376 )

Net loss per share

Basic and diluted net loss per share

Weighted average shares outstanding

Basic and diluted

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

per share - basic and diluted

average number of shares - basic and diluted

The accompanying notes are an integral part of these

consolidated financial statements

Technologies, Inc.

and Subsidiaries

Statements of Changes in Stockholders’ Deficit

the years ended December 31, 2021 and 2020

ended December 31, 2021

Stock, par value $0.0001

Balance, December

For the Year Ended December 31, 2022

Stockholders’

$ ( 34,766,177 )

$ ( 9,886,820 )

be issued for promissory note fees

be issued for consulting fees

be issued for private placement

Shares issued

for promissory note fees

Shares issued

for consulting fees

Shares issued

for private placement

the year ended December 31, 2021

issued as debt issue costs

of subscription receivable - warrants

issued for cash

issued to settle accrued liabilities

issued for services

( 1,512,692 )

Balance, December 31, 2021

$ ( 36,278,869 )

$ ( 10,737,576 )

ended December 31, 2020

Stock, par value $0.0001

Balance, December

The accompanying notes are an integral part of these

consolidated financial statements

Technologies, Inc.

and Subsidiaries

Statements of Changes in Stockholders’ Deficit

For the Year Ended December 31, 2021

Stockholders’

$ ( 33,021,801 )

$ ( 8,844,210 )

Shares issued

for cashless warrant conversions

Shares issued

for loan conversion

Shares issued

for promissory note fees

Shares issued

with promissory notes

be issued for promissory note fees

be issued for settlement of accrued legal expenses

Shares issued

for stock-based compensation

Shares issued

for private placement

Par value adjustment

the year ended December 31, 2020

issued as debt issue costs

issued for cash

issued for services

( 1,744,376 )

Balance, December 31, 2020

$ ( 34,766,177 )

$ ( 9,886,820 )

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

The accompanying notes are an integral part of these

consolidated financial statements

Technologies, Inc.

and Subsidiaries

Statements of Cash Flows

the years ended December 31, 2021 and 2020

Year Ended December 31,

Cash Flows from Operating Activities:

the Year Ended December 31,

$ ( 1,512,692 )

$ ( 1,744,376 )

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of derivatives

Amortization of debt discount

Derivative expense

Share based consulting fees

Stock based compensation

Debt settlement

Gain on settlement of accounts payable

Reserve for equity method investment receivable

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Accrued expenses - related parties

Accounts payable

Net Cash Used in Operating Activities

Cash flows from Investing Activities:

Receivable - related parties

Net Cash Used in Investing Activities

Cash Flows from Financing Activities

Proceeds from notes payable - related parties

Proceeds from convertible notes payable

Payments on notes payable - related parties

Payments on other notes payable

Proceeds from sale of common stock

Proceeds from stockholder advances

Net Cash Provided by Financing Activities

Net Increase (Decrease) in Cash

Cash Beginning of Year

Cash End of Year

Supplemental Disclosure of Cash Flow Information:

Cash paid during the year for interest

Cash paid during the year for taxes

Non-Cash investing and financing activities

New debt discount from convertible notes

Subscription receivables - warrants

Loan conversion (fair value of shares issued:

$ 0 and $ 643,590 )

Discount related to shares issued for promissory note fees

Conversion of stockholder advances – related parties to notes payable

Shares issued for promissory note fees

Shares issued with promissory notes

Shares issued for settlement of accrued legal settlements

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

to reconcile net loss to net cash used in operations

of debt discount

issued for services

on debt settlement

in operating assets and liabilities

(decrease) in

payable and accrued expenses

payable and accrued expenses - related parties

cash used in operating activities

from advances - related parties

from issuance of note payable

on notes payable

on notes payable - related parties

from stock issued for cash

cash provided by financing activities

increase (decrease) in cash

- beginning of year

- end of year

disclosure of cash flow information

paid for interest

paid for income tax

disclosure of non-cash investing and financing activities

issued as debt issue costs

of stockholder advances to notes payable - related parties

issued in settlement of accrued liabilities

of subscription receivable - warrants

issued for promissory note fees

The accompanying notes are an integral part of these

consolidated financial statements

TECHNOLOGIES, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

1 – ORGANIZATION

of Operations

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

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

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

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.

1 - Organization and Nature of Operations

and Nature of Operations

Technologies, Inc.

(collectively, “we,” “us,” “our” or the “Company”), through its wholly

owned subsidiary, Greenway Innovative Energy, Inc., is primarily engaged in the research, development and commercialization of a proprietary

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

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

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

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

market opportunities.

GTL Technology

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

To facilitate the commercialization

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

located in Wharton, Texas.

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

by a former director, Kevin Jones.

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

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

The Company’s involvement in the venture was

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

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

technology for producing syngas and marketable fuel products.

OPMGE is not functioning at present.

Mabert owns the Wharton Plant.

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

Initial tests

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

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

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

2 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

of the Company’s wholly-owned subsidiaries:

Universal Media Corp and Logistix Technology Systems, Inc.

are currently inactive.

ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies

and financial markets.

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

The spread of COVID-19

has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and

financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability.

pandemic has the potential to significantly impact the Company’s supply chain, distribution centers, or logistics and other service

addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for products

and services and a decreased ability to raise additional capital when needed on acceptable terms, if at all.

As the situation continues

to evolve, the Company will continue to closely monitor market conditions and respond accordingly.

ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are

highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may

emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or

the Company, may direct, which may result in an extended period of continued business disruption and reduced operations.

resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business,

financial condition, and results of operations.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

Going Concern and Management’s Plans

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

of liabilities and commitments in the normal course of business.

reflected in the accompanying consolidated financial statements, for the year ended December 31, 2022, the Company had:

loss of $ 1,512,692 ;

cash used in operations was $ 496,654

Additionally,

at December 31, 2022, the Company had:

● Accumulated

deficit of $ 36,278,869

● Stockholders’

deficit of $ 10,737,576 ;

capital deficit of $ 10,737,576

Company has cash on hand of $ 24,595 at December 31, 2022.

The Company does not expect to generate sufficient revenues or positive cash

flows from operations sufficiently to meet its current obligations.

However, the Company may seek to raise debt or equity-based capital

at favorable terms, though such terms are not certain.

factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period

subsequent to the date that these financial statements are issued.

The consolidated financial statements do not include any

adjustments that might be necessary if the Company is unable to continue as a going concern.

Accordingly, the consolidated financial

statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the

realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

strategic plans include the following:

business operations more fully during the year ended December 31, 2023,

and execute prospective strategic and partnership opportunities

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

2 - Summary of Significant Accounting Policies

of Consolidation

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

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

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

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

SCHEDULE OF SUBSIDIARIES

Name of Entity

Incorporation

Greenway Technologies, Inc.

Universal Media Corporation

Greenway Innovative Energy, Inc.

Logistix Technology Systems, Inc.

Concern Uncertainties

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

of liabilities in the normal course of business.

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

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

In addition, we

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

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

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

to fund ongoing operations.

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

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

to raise addition capital through debt and/or equity sources.

Management believes that its current and future plans will enable it to

continue as a going concern for the next twelve months from the date of this report.

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

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

The COVID-19 (coronavirus) outbreak has had a notable impact on general economic conditions, including but not limited to the temporary

closures of many businesses, “shelter in place” and other governmental directives, reduced business and consumer spending

due to both job losses, reduced investing activity and M&A transactions, among many other effects attributable to the COVID-19 (coronavirus),

and there continue to be many unknowns.

While to date the Company has not been required to stop operating, management is evaluating its

use of its office space, virtual meetings and other measures.

The Company continues to monitor the impact of the COVID-19 (coronavirus)

The extent to which the COVID-19 (coronavirus) outbreak will impact our operations, and our ability to obtain financing

or future financial results is uncertain.

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

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

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

summary of significant accounting policies applied in the presentation of the consolidated financial statements are as follows:

and Equipment

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.

of Long-Lived Assets

Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may

not be recoverable, in accordance with Accounting Standards Codification, ASC Topic 360, Property, Plant and Equipment .

or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is

expected to generate.

If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by

which the carrying amount of the assets exceeds its fair value.

If estimated fair value is less than the book value, the asset is written

down to the estimated fair value and an impairment loss is recognized.

There were no long-lived assets or impairment charges for the

year ended December 31, 2021.

FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016.

Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration

to which the entity expects to be entitled in exchange for those goods or services.

The guidance also requires disclosures regarding

the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The Company has not, to date,

generated any revenues.

All intercompany

accounts and transactions are eliminated in consolidation.

Company uses the “management approach” to identify its reportable segments.

The management approach requires companies to

report segment financial information consistent with information used by management for making operating decisions and assessing performance

as the basis for identifying the Company’s reportable segments.

The Company has identified one single reportable operating segment.

The Company manages its business on the basis of one operating and reportable segment and derives revenues from selling its product and

related services.

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.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

Value of Financial Instruments

Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements .

ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements.

Fair value is defined

as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific

asset or liability.

Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring

basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining

three tiers are defined as follows:

1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets

or liabilities in active markets;

2 - Observable inputs other than quoted prices in active markets that are observable either

directly or indirectly in the marketplace for identical or similar assets and liabilities;

3 - Unobservable inputs that are supported by little or no market data, which require the

Company to develop its own assumptions.

determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment.

Level 3 valuations

often involve a higher degree of judgment and complexity.

Level 3 valuations may require the use of various cost, market, or income valuation

methodologies applied to unobservable management estimates and assumptions.

Management’s assumptions could vary depending on the

asset or liability valued and the valuation method used.

Such assumptions could include estimates of prices, earnings, costs, actions

of market participants, market factors, or the weighting of various valuation methods.

The Company may also engage external advisors

to assist us in determining fair value, as appropriate.

the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative

of net realizable value or reflective of future fair values.

Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, advances

and various debt instruments are carried at historical cost.

31, 2022 and 2021, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature

of these instruments.

825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities

at fair value (“fair value option”).

The fair value option may be elected on an instrument-by-instrument basis and is irrevocable

unless a new election date occurs.

If the fair value option is elected for an instrument, unrealized gains and losses for that instrument

should be reported in earnings at each subsequent reporting date.

The Company did not elect to apply the fair value option to any outstanding

financial instruments.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

Method Investment

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

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

Company contributed a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for 42.86 %

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

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

However, Greenway never transferred

the G-Reformer to OPMGE, as required by the LIMITED LIABILITY COMPANY AGREEMENT OF OPM GREEN ENERGY, LLC.

Accordingly, it defaulted on

its obligation under the agreement.

Since the Wharton Plant is owned by Mabert, OPMGE is no longer a viable entity as of December 31,

As of December 31, 2021, there is no book

or assets within OPMGE.

Accordingly, the Company’s receivable with this entity is fully reserved for as of December 31, 2021.

preparation of consolidated financial statements in conformity with U.S.

Generally Accepted Accounting Principles (“GAAP”)

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during

the reporting period.

Such estimates include allowance for collectible receivables, derivative liability valuations, valuation of share-based

costs, and deferred tax valuation allowances.

Actual results could differ from such estimates.

and Cash Equivalents

Company considers all highly liquid investments purchased with an original maturity of three-months or less to be cash equivalents.

were no cash equivalents at December 31, 2021 or December 31, 2020.

Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires that the Company recognize

deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets

and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse.

Deferred income tax benefit

(expense) results from the change in net deferred tax assets or deferred tax liabilities.

A valuation allowance is recorded when it is

more likely than not that some or all deferred tax assets will not be realized.

Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes.

The ASC clarifies the accounting

for uncertainty in income taxes recognized in an enterprise’s financial statements.

The ASC prescribes a recognition threshold

and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in

a tax return.

The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure

and transition.

Open tax years, subject to IRS examination include 2016 – 2021, with no corporate tax returns filed for the years

ending 2016 to 2021.

Loss Per Share, basic and diluted

loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares

issued and outstanding for the period.

For the year ended December 31, 2021, shares issuable upon the exercise of warrants ( 3,000,000 ),

shares convertible for debt ( 2,083,333 )

and shares outstanding but not yet issued ( 365,166 )

have been excluded as a common stock equivalent

in the diluted loss per share because their effect would be anti-dilutive.

For the year ended December 31, 2020, shares issuable upon

the exercise of warrants ( 7,000,000 ),

shares convertible for debt and shares outstanding

but not yet issued ( 537,762 )

have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive.

Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC

815”), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments

embedded in other contracts, and for hedging activities.

They require that an entity recognize all derivatives as either assets or liabilities

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

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

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

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

For a derivative not designated

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

The Company did not have any derivative liabilities

as of December 31, 2021.

During the year ended December 31, 2020, the Company entered into two convertible notes creating derivative

liabilities which were converted into shares and settled during the year.

See Note 6 – Notes Payable and Convertible Notes Payable.

Value of Financial Instruments

January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB,

with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted.

is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the

principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement

A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three levels as follows:

1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities.

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.

3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s

best estimate of what market participants would use as fair value.

following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at December

(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.

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 no t 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

no t have any cash in excess of the insured FDIC limit.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

SCHEDULE OF COMPANY'S ASSETS AND LIABILITIES BY LEVEL MEASURED AT FAIR VALUE ON A RECURRING BASIS

2021 Derivative Liabilities

2020 Derivative Liabilities

gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value

hierarchy are recognized in other interest income and expense in the accompanying consolidated financial statements.

of and for the year ended December 31, 2021, the Company did not have a derivative or derivative activity.

change in the convertible notes payable derivative liabilities at fair value for the year ended December 31, 2020, is as follows:

SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE

Change in Fair Value

(Gain)/loss on Settlement

Derivative Liabilities

Based Compensation

Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that

all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.

31, 2021 and 2020, the Company did no t have any outstanding stock options.

Concentration

and Credit Risk

instruments and related items, which potentially subject the Company to concentrations of credit risk consist primarily of cash.

Company places its cash with high credit quality institutions.

At times, such deposits may be in excess of the FDIC insurance limit of

The Company did no t have cash on deposit in excess of such limit on December 31, 2021 and 2020.

of Long-lived Assets

evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances

indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived

Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible

assets and other long-lived assets may not be recoverable include but are not limited to:

significant changes in performance relative

to expected operating results;

significant changes in the use of the assets;

significant negative industry or economic trends;

in the Company’s business strategy.

In determining if impairment exists, the Company estimates the undiscounted cash flows to be

generated from the use and ultimate disposition of these assets.

impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to

be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

and Equipment

for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations.

property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective

accounts with the resulting gain or loss reflected in operations.

reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount

of the asset may not be recoverable.

Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No.

480, (“ASC 480”),

“ Distinguishing Liabilities from Equity” and FASB ASC Topic No.

815, (“ASC 815”) “ Derivatives

and Hedging” .

Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease

in the fair value recorded in the results of operations (other income/expense) as change in fair value of derivative liabilities.

Company uses a binomial pricing model to determine fair value of these instruments.

conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated

and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock

at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment.

instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities

at the fair value of the instrument on the reclassification date.

December 31 , 2022 and 2021, respectively, the Company had no derivative liabilities.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

certain notes issued, the Company may provide the debt holder with an original issue discount.

The original issue discount is recorded

as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated

Statements of Operations.

issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the

underlying debt instrument, in the Consolidated Statements of Operations.

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

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.

The Company 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.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

and Development

Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research

and Development (“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense 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.

of Common Stock

issuance of common stock for other than cash is recorded by the Company at market values based on the closing price of the stock on the

date of any such grant.

of New Accounting Standards

does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect

on the accompanying consolidated financial statements.

4 – PROPERTY, PLANT AND EQUIPMENT

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

Furniture and fixtures

Property and equipment, gross

Less accumulated depreciation

Property and equipment, net

Depreciation expense for the year ended December 31, 2021 and 2020

5 – TERM NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES

notes payable, including notes payable to related parties consisted of the following at December 31, 2021 and 2020:

SCHEDULE OF NOTES PAYABLE

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:

interest rate;

life of option

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its

common stock.

The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are

classified as equity awards.

The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the

measurement date.

Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction

in additional paid-in capital of the common stock issued.

All other warrants are recorded at fair value as expense over the requisite

service period or at the date of issuance if there is not a service period.

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:

Of Potentially

Dilutive Equity Securities

dilutive equity securities

are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are

controlled by, or are under common control with the Company.

parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company

and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management

or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate

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.

Reclassifications

prior year amounts have been reclassified for consistency with the current year presentation.

Company combined various accrued liabilities into one caption called accounts payable and accrued expenses.

Company combined various accrued liabilities with related parties into one caption called accounts payable and accrued expenses –

related parties.

Company separately disclosed its notes payable and convertible notes payable.

Company separately reflected amortization of debt discount from general and administrative expenses.

reclassifications had no effect on the consolidated results of operations, stockholders’ deficit, or cash flows.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

3 – Notes Payable

payable and related terms were as follows:

Payable and Related Terms

interest rate

- December 31, 2020

- December 31, 2021

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)

Total notes payable related parties

Unsecured convertible note payable at 4.5 % per annum dated December 20, 2017 to a corporation, payable in two parts on January 8, 2018 and 2019 (2)

Promissory Note at 7.7 % simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18 %, with the principal amount due August 15, 2022 (3)

Settlement agreement to pay $ 5,000 per month for 60 monthly installments beginning March 2019.

Unsecured note payable at 10 % per annum dated November 13, 2017 to a corporation, with an amended

due date of March 1, 2020 (5)

Total notes payable and convertible notes payable

(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

By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and continues at such rate until

the default is cured or is paid at term .

See Note 6 – Notes Payable and Convertible Notes Payable.

(3) On September 26,

2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd.

(“ Southwest ”),as part of

the consideration for an agreed stipulated judgement, we agreed to provide Southwest a Promissory Note in the amount of $ 525,000 , providing

for a three -year term, at 7.7 % simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest

at 18 %, with the principal amount due at maturity.

The Company did not pay the third semi-annual interest payment when it was due in

February 2021, and thus reported the note as a current liability as of December 31, 2020.

In May 2021, the Company made the semi-annual

interest payment (including late fees), cured the default and reclassed the note back to long-term liabilities.

As of August 15, 2021,

the maturity date of the note is one year and thus the Company reclassed the note to current liabilities for the period ended December

Since the note was issued, four semiannual payments of interest have been paid.

See Note 6 – Notes Payable and Convertible

Notes Payable.

(4) On March 6, 2019,

the Company entered into Settlement Agreement with Wildcat Consulting Group LLC (“Wildcat”), as settlement of a consulting

agreement lawsuit the Company agreed to pay Wildcat a total of $ 300,000 , payable in sixty monthly installments of $ 5,000 per month beginning

March 2019 and continuing each month until the settlement is paid in full.

November 13, 2017, the Company executed a Promissory Note with Wildcat for a lump sum payment

of $ 100,000 , plus an additional $ 10,000 interest, due on February 2018.

The Company defaulted

on the note and Wildcat subsequently sued for breach of contract.

The parties subsequently

settled the dispute and the parties executed a new Promissory Note replacing the original

Promissory Note, effective November 13, 2017, the effective date of the original note.

new Promissory Note had a maturity date of March 1, 2020 and provided for four equal payments

of principal through such date, plus accrued interest at 10 % upon maturity.

The Company made

all required payments thereby extinguishing such Promissory Note as of period ended March

the Loan Agreement, various private lenders have loaned gross loan proceeds of $ 2,754,006

(excluding a debt discount of $ 8,742 ,

for a net $ 2,745,264

book debt) through December 31, 2021.

and his late wife have loaned $ 2,836,915

from inception through December 31, 2021, including

in the year ended December 31, 2021, and

have received $ 100,000

in loan repayments.

Pursuant to ACS 470, the

fair value attributable to a discount on the debt is $ 8,742

for the years ended December 31, 2021 and 2020,

respectively;

this amount is amortized to interest expense on a straight-line basis over the terms of the loans.

private party loans with the Company are often established by converting the Company’s outstanding stockholder advances due to

related parties into a new note payable under the Loan Agreement in the quarter following the advance.

There have been instances in which

private lenders, under the Loan Agreement, enter into loans directly with the Company (not through an advance).

As of December 31, 2021,

the Company had a total of $ 68,014 in stockholder advances.

In 2021, the Company received proceeds of $ 354,327 in the form of stockholder

Additionally, during the year ended December 31, 2021, a total of $ 429,247 has been converted to notes payables with related

parties and the Company has made payments of $ 100,000 on the notes payable to related parties.

The remaining $ 68,014 in stockholder advances

will be converted into a note payable with related parties during the first quarter of 2022.

March 31, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 101,823 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 203,646 shares of its Common Stock at a market price of

$ 0.06 per share for a total debt discount of $ 10,901 , subject to standard Rule 144 restrictions.

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.

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.

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.

August 28, 2020, the Company executed a Promissory Note under the Loan Agreement with Michael Wykrent, a Director and shareholder for

$ 10,000 , at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 20,000 shares of its Common Stock at a market

price of $ 0.02 per share for a total debt discount of $ 293 , subject to standard Rule 144 restrictions.

October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 95,352 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 190,704 shares of its Common Stock at a market price of

$ 0.02 per share for a total debt discount of $ 2,795 , subject to standard Rule 144 restrictions.

October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for $ 3,433 ,

at 10 % interest per annum.

As a cost of the note, the Company agreed to issue 6,867 shares of its Common Stock at a market price of $ 0.02

per share for a total debt discount of $ 101 , subject to standard Rule 144 restrictions.

October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 5,000 ,

at 10 % interest per annum.

As a cost of the note, the Company agreed to issue 10,000 shares of its Common Stock at a market price of

$ 0.02 per share for a total debt discount of $ 147 , subject to standard Rule 144 restrictions.

January 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 142,934 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 285,868 shares of its Common Stock at a market price of

$ 0.03 per share for a total debt discount of $ 8,014 , subject to standard Rule 144 restrictions

April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Michael Wykrent, a Director and shareholder for $ 70,000 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 140,000 shares of its Common Stock at a market price of

$ 0.03 per share for a total debt discount of $ 3,962 , subject to standard Rule 144 restrictions.

April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 5,000 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 10,000 shares of its Common Stock at a market price of

$ 0.03 per share for a total debt discount of $ 283 , subject to standard Rule 144 restrictions.

April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 112,064 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 224,128 shares of its Common Stock at a market price of

$ 0.03 per share for a total debt discount of $ 6,343 , subject to standard Rule 144 restrictions.

July 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 99,250 ,

at 18 % interest per annum.

As a cost of the note, the Company agreed to issue 198,500 shares of its Common Stock at a market price of

$ 0.07 per share for a total debt discount of $ 12,189 , subject to standard Rule 144 restrictions.

The 224,128 shares of common stock are

reported in common stock to be issued as of September 30, 2021, as they were not yet issued by the Company.

of the individual Promissory Notes have one-year terms, automatically renewable, unless an individual lender notifies Mabert within

60 days of the term that they would like payment of the principal and accrued interest upon the end of such promissory note term.

lenders requested payment for such individual promissory notes during the year ended December 31, 2020.

the year ended December 31, 2021, Kevin Jones requested payment on his promissory notes outstanding of $ 100,000 .

(2) On December 20,

2017, the Company issued a convertible promissory note for $ 166,667 , payable by December 20, 2020.

This loan is in default for breach

By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and continues at such rate until

the default is cured or is paid at term .

See Note 6 – Notes Payable and Convertible Notes Payable.

(3) On September 26,

2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd.

(“ Southwest ”),as part of

the consideration for an agreed stipulated judgement, we agreed to provide Southwest a Promissory Note in the amount of $ 525,000 , providing

for a three -year term, at 7.7 % simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest

at 18 %, with the principal amount due at maturity.

The Company did not pay the third semi-annual interest payment when it was due in

February 2021, and thus reported the note as a current liability as of December 31, 2020.

In May 2021, the Company made the semi-annual

interest payment (including late fees), cured the default and reclassed the note back to long-term liabilities.

As of August 15, 2021,

the maturity date of the note is one year and thus the Company reclassed the note to current liabilities for the period ended December

Since the note was issued, four semiannual payments of interest have been paid.

See Note 6 – Notes Payable and Convertible

Notes Payable.

(4) On March 6, 2019,

the Company entered into Settlement Agreement with Wildcat Consulting Group LLC (“Wildcat”), as settlement of a consulting

agreement lawsuit the Company agreed to pay Wildcat a total of $ 300,000 , payable in sixty monthly installments of $ 5,000 per month beginning

March 2019 and continuing each month until the settlement is paid in full.

November 13, 2017, the Company executed a Promissory Note with Wildcat for a lump sum payment

of $ 100,000 , plus an additional $ 10,000 interest, due on February 2018.

The Company defaulted

on the note and Wildcat subsequently sued for breach of contract.

The parties subsequently

settled the dispute and the parties executed a new Promissory Note replacing the original

Promissory Note, effective November 13, 2017, the effective date of the original note.

new Promissory Note had a maturity date of March 1, 2020 and provided for four equal payments

of principal through such date, plus accrued interest at 10 % upon maturity.

The Company made

all required payments thereby extinguishing such Promissory Note as of period ended March

6 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

Company issued a $ 166,667 convertible promissory note bearing interest at 4.50 % per annum to a company, Tunstall Canyon Group, LLC, payable

in two installments of $ 86,667 on December 20, 2018 and $ 80,000 , plus accrued interest on December 20, 2019.

Per the terms of the promissory

note, the holder has the right to convert the note into common stock of the Company at a conversion price of $ 0.08 per share for each

one dollar of cash payment which may be due (which would be 1,083,333 shares for the first $ 86,667 payment and 1,000,000 shares for the

second $ 80,000 installment payment, respectively).

As of December 20, 2018, a material event of default occurred for breach of payment

of the interest then due, with such default continuing thought the date of this report.

The holder of the note has the right to convert

at any time and has indicated that it might convert under settlement discussions with the principal, Richard Halden, unrelated to this

convertible note.

See Note 5 – Term Notes Payable and Notes Payable Related Party.

Company evaluated the terms of the convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and concluded

that the Convertible Note did not resulted in a derivative.

The Company evaluated the terms of the convertible note and concluded that

there was a beneficial conversion feature since the convertible note was convertible into shares of common stock at a discount to the

market value of the common stock.

The discount related to the beneficial conversion feature on the note was valued at $ 27,083 based on

the $0.013 difference between the market price of $ 0.093 and the conversion price of $ 0.08 times the 2,083,325 conversion shares .

a result of the event of default, the discount related to the beneficial conversion feature has been extinguished for the balance of

2018, and until the event of default is cured or the note is converted to common shares.

September 26, 2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd.

(“ Southwest ”)

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.

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

The principal balance of $ 525,000 and remaining accrued interest on the note is due August 15, 2022 .

In addition, we agreed

to issue and deliver to Southwest 1,000,000 shares of Rule 144 restricted Common Stock valued at $ 0.05 per share.

The shares were issued

in the 3 rd quarter 2019 and were fully expensed in the period ended December 2019.

The Company did not pay the third semi-annual

interest payment when it was due in February 2021.

In May 2021, the Company made the semi-annual interest payment (including late fees)

and cured the default.

See Note 5 – Convertible Notes Payable and Notes Payable Related Parties.

January 24, 2020, the Company entered into a Purchase Agreement and Convertible Promissory Note credit facility whereby at the Company’s

request, and depending on certain market factors at the time of each request, PowerUp agreed to provide up to $ 1,000,000 to the Company

under the same and substantially similar terms for each requested Note over a twelve-month period, subject to stock price and trading

attributes at the time of such request.

During the period ended December 31, 2020, the Company entered into, and converted to equity,

two Convertible Promissory Notes, for total proceeds of $ 171,000 .

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

Material terms of the notes

(“Notes”) include the following provisions:

unpaid principal balance of the Notes shall bear interest at the rate of 10 % per year;

amount of principal or interest due under the Notes that is not paid when due shall bear interest at the rate of 22 % per year from

the date it was due until such outstanding amount is paid;

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;

Company must reserve up to five times the number of shares of common stock that would be issuable upon full conversion of the Notes,

and instruct the Company’s transfer agent, Transfer Online, Inc., to that effect;

Company may prepay the Notes, but must pay a prepayment percentage to PowerUp depending on the time that the Notes are prepaid;

long as the Notes remain outstanding, the Company may not sell, lease, or otherwise dispose of any significant portion of its assets

outside the ordinary course of business without PowerUp’s written consent;

events qualify as events of default under the Notes including, but not limited to:

(a) the Company’s breach of a material term

of an individual Note or Purchase Agreement;

(b) the Company’s failure to pay the amount of principal or interest due to PowerUp

under the Notes by the Company, (c) the Company’s failure to comply with its reporting obligations under the Securities Exchange

Act of 1934, as amended, and (d) the Company’s assignment for the benefit of creditors.

January 24, 2020, the Company entered into its first Purchase Agreement with PowerUp, whereby PowerUp purchased, and the Company sold,

a one-year Convertible Promissory Note under the terms as described above, dated January 24, 2020, in exchange for cash of $ 118,000 .

The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company elects not to pay

the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with

any remaining balance due at term.

Company evaluated the terms of the original convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and

concluded that the Convertible Note resulted in a derivative.

The discount related to the beneficial conversion feature on the note was

valued at $ 118,000 based on the difference between the fair value at the valuation date and the $ 118,000 note value.

The discount related

to the beneficial conversion feature will be amortized over the term of the debt.

The derivative value related to the beneficial conversion

feature on the note was determined using the Cox, Ross & Rubinstein Binomial Tree model.

The derivative liability for this

note at its January 24, 2020 inception (“Commitment Date”) was $ 130,506 and for the period ending December 31, 2020 was $ 0 ,

as the entire note had been converted into shares issued.

The conversion of the note occurred on several dates, as such the range of

values for the conversion dates is presented below.

SCHEDULE OF ASSUMPTIONS USED UNDER BLACK-SCHOLES MODEL

Commitment Date

Expected dividends

Expected annual volatility

99.5 %- 200.4 %

Expected term:

conversion feature

Risk free interest rate

February 12, 2020, the Company executed a second Purchase Agreement and Convertible Promissory Note for an additional $ 53,000 cash, under

substantially similar terms described above, incorporating a new issue date for a one-year term maturing on February 12, 2021 .

requires the Company to hold certain amounts of its common stock in reserve in the event that the Company elects not to pay the balance

within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining

balance due at term.

Company evaluated the terms of the original convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and

concluded that the Convertible Note resulted in a derivative.

The discount related to the beneficial conversion feature on the note was

valued at $ 53,000 based on the difference between the fair value at the valuation date and the $ 53,000 note value.

The discount related

to the beneficial conversion feature will be amortized over the term of the debt.

The derivative value related to the beneficial conversion

feature on the note was determined using the Cox, Ross & Rubinstein Binomial Tree model.

The derivative liability for this

note at its February 12, 2020 inception (“Commitment Date”) was $ 74,472 and for the period ending December 31, 2020 was $ 0 ,

as the entire note had been converted into shares issued.

The conversion of the note occurred on several dates, as such the range of

values for the conversion dates is presented below.

Conversion Dates

Commitment Date

Expected dividends

Expected annual volatility

171.2 %- 190.2 %

Expected term:

conversion feature

Risk free interest rate

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.

the period ended December 31, 2020, total interest expense of $ 769,170 includes amortization expense of $ 171,000 related to the PowerUp

notes and $ 122,000 of discount on other notes.

For the year ended December 31, 2020 the net loss on debt settlements was due to total

gain on derivative settlement and conversions of $ 142,333 and loss on debt extinguishments of $ 160,214 .

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

to the full text of the Purchase Agreements and the Notes.

7 – ACCRUED EXPENSES

expenses consisted of the following at December 31, 2021 and 2020:

SCHEDULE OF ACCRUED EXPENSES

Accrued consulting fees and expense

Total accrued expenses

consulting work involved fundraising and capital raising activities with potential investors for the Company, as well as consulting work

related to chemical engineering and plant operations.

8 – CAPITAL STRUCTURE

Company is authorized to issue 500,000,000 shares of Common Stock with a par value of $ .0001 per share, with each share having one voting

December 31, 2021, there were 355,060,834 shares of Common Stock issued and outstanding.

the three-months ended December 31, 2021, the Company:

issued 8,458,334 shares of Rule 144 restricted Common Stock, issued in private

placement to twelve (12) accredited investors at an average price of $ 0.03 per share for $ 260,000 .

As of December 31, 2021, the Company

has 198,500 shares of common stock to be issued to Kevin Jones, a related party, for costs related to issuance of promissory notes, and

166,666 shares of common stock to be issued in private placement to two (2) accredited investors, these shares will be issued in the

first quarter of 2022.

the three-months ended September 30, 2021, the Company:

issued 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.

the three-months ended June 30, 2021, the Company:

issued 6,222,797 shares of Rule 144 restricted Common Stock, including 4,766,667 shares

issued in private placement to five (5) accredited investors at an average price of $ 0.04 per share for $ 173,000 , and 482,500 shares

issued for payment of consulting fees at a price of $ 0.03 per share, and 973,630 shares for costs related to the issuance of promissory

notes at an average price of $ 0.05 per share.

the three-months ended March 31, 2021, the Company:

issued 1,200,000 shares of Rule 144 restricted Common Stock, issued in a private

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

December 31, 2020, there were 335,268,075 shares of Common Stock issued and outstanding.

the three-months ended December 31, 2020, the Company:

issued 19,066,312

shares of Rule 144 restricted Common Stock, including

shares as the result of a lender’s conversion

of note principal at an average price of $ 0.01

per share, 3,466,667

shares issued in private placement to three (3)

accredited investors at an average price of $ 0.02

per share, and, 583,757

shares for costs related to the issuance of promissory

notes at an average $ 0.01

As of December 31, 2020, the Company

shares of common stock to be issued to Kevin

Jones, a related party, for costs related to issuance of promissory notes, these shares were issued in the first quarter of 2021.

During the three-months ended December 31, 2020, the Company adjusted the common stock and paid in capital accounts for $ 457

to reconcile common stock to par value.

the three-months ended September 30, 2020, the Company:

issued 4,823,768 shares of Rule 144 restricted Common Stock as the result of

a lender’s conversion of a portion of note principal at an average price of $ 0.02 per share.

the three-months ended June 30, 2020, the Company:

issued 904,711 shares of Rule 144 restricted Common Stock, including 375,000 shares

issued in a private placement to an accredited investor, at $ 0.04 per share, and 529,711 shares at an average of $ 0.06 per share for

the settlement of legal expenses which were previously accrued pursuant to agreements with two prior law firms.

the three-months ended March 31, 2020, the Company:

issued 13,824,607 shares of Rule 144 restricted Common Stock, including 7,000,000

shares issued related to employment agreements, 600,000 shares issued in a private placement to an accredited investor, at $ 0.10 per

share, 3,906,610 for the conversion of a prior loan at $ 0.047 per shares, 1,460,260 shares for costs related to the issuance of promissory

notes at an average $ 0.085 per share and 857,737 shares at $ 0.01 per share from convertible warrants conversions.

Shares to be issued

are for the settlement of legal expenses which were accrued pursuant to agreements with two prior law firms.

December 31, 2021 and 2020, there were no Class B shares issued and outstanding, as such shares were terminated in December 2019.

options, warrants and other rights

of December 31, 2021 and 2020 respectively, the Company has not adopted and does not have an employee stock option plan.

December 31, 2021 and 2020 respectively, the Company had 3,000,000

of debt discount (interest expense)

- December 31, 2022

1 The Company executed

a settlement agreement with a third party for $ 525,000 in 2019.

This note requires semi-annual interest payments.

At December 31, 2022,

the note is in default.

2 The Company executed

a settlement agreement with a third party for $ 300,000 in 2019.

This note requires sixty (60) monthly installments of $ 5,000 each until

paid in full.

3 The Company executed

a note for $ 67,500 and received net proceeds of $ 30,000 .

The balance of $ 37,500 was an original issue discount amortized over the life

At December 31, 2022, the note is in default.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

warrants outstanding and exercisable.

SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE

Name of Warrant Holder

Warrants Issue Date

Total Warrants Issued

Expiration Date

4 – Notes Payable – Related Parties

Company executed a loan agreement for up to $ 5,000,000 in advances with a Company owned by a stockholder and who is the brother of the

Company’s Chief Financial Officer as well as a member of the Board of Directors.

Company also has executed various loans with other stockholders and members of the Board Directors.

notes bear interest ranging from 10 % - 18 %.

The notes all have initial one-year (1) dates to maturity and are automatically renewed for

one-year (1) periods upon maturity.

As a result, none of the notes payable - related parties are in default.

with each of these notes, the Company has issued shares of common stock, which have been recognized as a debt discount and amortized

over the life of the note.

2022, the Company issued 103,538 shares of common stock under these arrangements and recoded a corresponding debt discount of $ 1,991 .

2021, the Company issued 858,496 shares of common stock under these arrangements and recorded a corresponding debt discount of $ 30,791 .

payable – related parties consist of loans from various members of management and the Board of Directors, typically for use as

working capital.

Related terms were as follows:

Payable – Related Parties and Related Terms

- December 31, 2020

of debt discount (interest expense)

of stockholder advances to notes payable - related parties

- December 31, 2021

Beginning balance

of stockholder advances to notes payable - related parties (see Note 6)

of debt discount (interest expense)

- December 31, 2022

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

5 – Convertible Note Payable

note payable and related terms were as follows:

Schedule of Convertible note payable and Related terms

dates of note

interest rate

$ 0.08 /share

- December 31, 2020

activity in 2021

- December 31, 2021

activity in 2022

Norman Reynolds (Legal Compensation)

( 4,000,000 )

Richard Halden (Settlement)

( 2,000,000 )

Kent Harer (Share Exchange)

( 4,000,000 )

Dean Goekel (Consultant Compensation)

( 3,857,737 )

( 4,000,000 )

the year ended December 2021, Company had total warrants issued and outstanding of 3,000,000 , which are in the favor of Dean Goekel expire

in June 2022.

The exercise price of these remaining warrants is $ 0.03 .

is no unvested expense relating to the warrants.

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

Goekel will be issued

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

have been met.

July 1, 2020, the Company issued 3,000,000 warrants for consulting work.

The warrants are exercisable at $ 0.03 per share.

valued the warrants as of October 19, 2020, at $ 42,000 using the Black-Scholes Model with expected dividend rate of 0 %, expected volatility

rate of 171 %, expected conversion term of 1.7 years and risk-free interest rate of 0.16 %.

These warrants were not exercised before December

31, 2020 and will expire by their terms on June 30, 2022 .

October 1, 2015, the Company issued 4,000,000 warrants for legal work.

The warrants are exercisable at $ 0.20 per share for a period of

five years from the date of issue.

The Company valued the warrants as of December 31, 2015, at $ 386,549 using the Black-Scholes Model

with expected dividend rate of 0 %, expected volatility rate of 189 %, expected conversion term of 4.75 years and risk-free interest rate

These warrants were not exercised within the period provided and expired by their terms on October 1, 2020 .

February 3, 2017, the Company issued 6,000,000 warrants ( 4,000,000 at $ 0.35 for two years and 2,000,000 at $ 0.45 for three years ) as

part of a separation agreement with a co-founder and former president.

The Company valued the warrants as of March 31, 2017, at $ 639,284

using the Black-Scholes Model with expected dividend rate of 0 %, expected volatility rate of 455 %, expected conversion term of two and

three years and risk-free interest rate of 1.75 %.

The initial 4,000,000 warrants were not exercised within the period provided and expired

by their terms on February 3, 2019.

The other 2,000,000 warrants were not exercised within the period provided and expired by their terms

on February 3, 2020 .

On January 8, 2018, the Company issued 4,000,000

warrants at a purchase price of $ 0.15 per share to a director, Kent Harer, in exchange for his return of 3,000,000 shares of Common Stock

he had been previously granted.

The 3,000,000 shares issued were valued and recorded for $ 490,000 during 2017.

The value of $ 490,000 remained

on the books as it reflects the event that occurred in 2017.

The warrants expired on January 8, 2021 .

conjunction with the Mabert LLC Loan Agreement described herein above, the Company issued a combined total of 1,624,404 warrants at a

purchase price of $ 0.01 per share for fifteen ( 15 ) years in the two quarters ending December 31, 2018.

In the third quarter ending September

30, 2018, the Company issued 366,667 warrants.

In the fourth quarter, the Company issued 1,257,737 warrants, including 1,057,737 warrants

to Kevin Jones, a director, and his spouse for loans they each separately made totaling $ 428,868 and $ 100,000 respectively, and 200,000

warrants to a third-party lender.

All such warrants, were converted to common stock in January 2019, excluding Mr.

Jones’ 857,737

warrants, which were exercised in 2020.

9 - RELATED PARTY TRANSACTIONS

approval during a properly called special meeting of the board of directors, on September 14, 2018 Mabert, LLC, a Texas Limited Liability

Company owned by a past director and stockholder, Kevin Jones and his late wife Christine Early, as an Agent for various private lenders

including themselves, entered into a loan agreement (“Loan Agreement”) for the purpose of funding working capital and general

corporate expenses for the Company of up to $ 1,500,000 ,

which was subsequently amended to provide up to $ 5,000,000 .

The Company bylaws provide no bar from transactions with Interested Directors, so long as the interested party does not vote on such

Jones as an Interested Director did not vote on this transaction.

Since the inception of the Loan Agreement through

December 31, 2021, a total of $ 2,754,006

(excluding debt discount of $ 8,742 )

has been loaned to the Company and $ 1,032,536

has been accrued in interest by eight shareholders,

including Mr.

Since the inception of the Loan Agreement through December 31, 2020, a total of $ 2,424,758

(excluding debt discount of $ 13,153 )

had been loaned to the Company by six shareholders, including Mr.

See Note 5 – Term Notes Payable and Notes Payable Related

Mabert, as of December 31, 2021, Mr.

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.

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

Should a default under the loan agreement occur, there could be a foreclosure

or a bankruptcy proceeding filed by the Agent for these shareholders.

The actions of the Company in case of default can only be determined

by the shareholders.

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

based upon the terms of the loan agreement.

Mabert did not nor will it receive compensation for its work as an agent for the lenders.

the year ended December 31, 2021, the Company accrued expenses for related parties of $ 2,059,002 to account for the total deferred compensation

expenses among two current executives, two former executive and one former employee.

For the year ended December 31, 2020, the Company

accrued expenses for related parties of $ 1,797,818 to account for the total deferred compensation expenses among two current executives,

two former executive and one former employee.

Each of the current executives have agreed to defer their compensation until such time

as sufficient cash is available to make such payments, the Company’s Chief Financial Officer having the express authority to determine

what constitutes cash sufficiency from time-to-time.

the year ended December 31, 2021, the Company received $ 68,014 in cash and payment advances from Kevin Jones, a greater than 5% shareholder,

which has been accrued as “Advances - related parties” for the period.

In the year ended December 31, 2020, the Company received

$ 142,934 in cash and payment advances from Kevin Jones, a greater than 5% shareholder, which has been accrued as “Advances - related

parties” for the period.

For the periods ended December 31, 2021

and December 31, 2020, the Company made advances to an affiliate, OPMGE, of $ 412,885

and $ 412,885 ,

respectively.

reported previously, the Company owns a non-consolidating 42.86% interest in the OPMGE GTL plant located in Wharton, Texas.

uncertainty of the collectability of this receivable, the Company has fully reserved the full amount of this equity method receivable

with OPMGE as of December 31, 2021.

As of December 31, 2020, OPMGE had approximately $ 3,800,000 of assets, and approximately $ 2,200,000 of liabilities and approximately $ 1,600,000

However, as of December 31, 2021, due to events of default under the lease agreement between Mabert and OPMGE and the Company,

the lease was terminated and OPMGE no longer has any rights to operate the Wharton Plant.

Additionally, OPMGE is no longer a viable entity

and has terminated all operations and all assets, liabilities and equity are zero.

10 – INCOME TAXES

Company has not filed its corporate tax returns since fiscal 2016.

to recurring losses, the Company’s tax provision for the years ended December 31, 2021 and 2020 was $ 0 .

difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows:

SCHEDULE OF EFFECTIVE STATUTORY FEDERAL INCOME TAX RATE

Federal statutory rate

State tax, net of federal benefit

Permanent differences and other including surtax exemption

Valuation allowance

Effective tax rate

December 31, 2021 and 2020 the Company’s deferred tax assets were as follows:

SCHEDULE OF DEFERRED TAX ASSETS

Deferred tax assets

Net operating loss carry forwards

Deferred compensation / management fees

Total deferred tax assets

Less valuation allowance

( 6,969,228 )

( 6,386,667 )

Net deferred tax asset

of December 31, 2021, the Company had unused net operating loss carry forwards of approximately $ 33.2

million available to reduce future federal

taxable income.

Net operating loss carryforwards of $ 16.4

million expire through fiscal years ending

2039, and $ 16.8

million may be carried forward indefinitely.

Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change

in control (generally a greater than 50% change in ownership).

Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the

non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits.

changes in ownership may result in limitations under Internal Revenue Code Section 382.

Due to these limitations, and other considerations,

management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization

of any future benefits from these assets is uncertain.

The change in the valuation allowance was $ 582,561

and $ 840,581

for the years ended December 31, 2021 and

2020, respectively.

11 – COMMITMENTS AND CONTINGENCIES

August 2012, the Company entered into an employment agreement with Ray Wright, as president of Greenway Innovative Energy, Inc., and

who is now chairman of the board of Greenway Technologies, Inc., for a term of five years with compensation of $ 90,000 per year.

2014, the president’s employment agreement was amended to increase such annual pay to $ 180,000 .

By its terms, the employment agreement

automatically renewed on August 12, 2018 for a successive one-year period.

During the twelve-month periods ended December 31, 2021 and

December 31, 2020, the Company paid and/or accrued a total of $ 180,000 for each fiscal year under the terms of the agreement.

May 10, 2018, the Company entered into identical employment agreements with John Olynick, as President, and Ransom Jones, as Chief Financial

Officer, respectively.

The terms and conditions of their employment agreements were identical.

John Olynick elected not to renew his

employment agreement and resigned as President on July 19, 2019.

Ransom Jones, as Chief Financial Officer, earns a salary of $ 120,000

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.

Olynick and Mr.

Jones received a grant of common stock (the “Stock

Grant”) at the start of their employment equal to 250,000 shares each of the Company’s Common Stock, par value $ .0001 per

share (the “Common Stock”), such shares vesting immediately.

Jones is also entitled to participate in the Company’s

benefit plans when such plans exist.

January 1, 2019, the Company entered into an employment agreement with Thomas Phillips, Vice President of Operations, reporting to the

President of Greenway Innovative Energy, Inc., for a term of fifteen (15) months with compensation of $ 120,000 per year.

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

$ .0001 per share, valued at $ .06 per share, or $ 270,000 , which was expensed as of the effective date of the agreement.

Such stock-based

compensation shares were physically issued in February 2020.

Effective December 15, 2020, Mr.

Phillips resigned from the Company.

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

$ 80,000 per year, to manage the Company’s Business Development and Investor Relations functions.

Turner 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.

Turner is no longer with the Company.

the August 2012 acquisition agreement with Greenway Innovative Energy, Inc.

(“GIE”), the Company agreed to:

additional 7,500,000 shares of restricted common stock when the first portable GTL unit is built and becomes operational, and, is capable

of producing 2,000 barrels of diesel or jet fuel per day , and (ii) pay a 2 % royalty on all gross production sales on each unit placed

in production.

In connection with a settlement agreement with the Greer Family Trust (‘Trust”), the successor owner of one

of the two founders and prior owners of GIE on February 6, 2018, the Company exchanged Greer’s half of the 7,500,000 shares ( 3,750,000

shares) to be issued in the future, Greer’s half of the 2 % royalty, a termination of Greer’s then current Employment Agreement

and the Trust’s waiver of any future claims against the Company for any reason, for the issuance and delivery to the Trust of three

million ( 3,000,000 ) restricted shares of the Company’s common stock and a convertible Promissory Note for $ 150,000 .

only 3,750,000 common shares are committed to be later issued under the original 2012 acquisition agreement.

Company has accrued management fees of $ 1,301,964 related to separation agreements and settlement expenses for two prior executives of

the Company, Richard Halden and Randy Moseley, who both resigned from their respective management positions in 2016, with Halden then

further resigning as a director from our Board of Directors in Feb 2017.

Although we have not maintained currency with respect to the

contractual payment obligations therein, both former employees are greater than five percent shareholders and had agreed to defer payments

until such time as we have sufficient available liquidity to begin making payments on a regular basis.

March 2020, Halden filed suit against the Company alleging claims arising from his severance and release agreement between the parties,

seeking to recover monetary damages, interest, court costs, and attorney’s fees.

The Company answered the lawsuit and asserted

a number of affirmative defenses;

subsequently, the lawsuit was dismissed without prejudice on November 19, 2019.

Other than an increase

in our legal expenses related to defending against Halden’s lawsuit, and given the subsequent dismissal of the same, we expect

no further material financial impacts from such accrued fees until any such regular payments are able to begin, or another form of settlement

February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842).

The updated guidance

requires lessees to recognize lease assets and lease liabilities for most operating leases.

In addition, the updated guidance requires

that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

This guidance

is effective for interim and annual reporting periods beginning after December 15, 2018.

The Company adopted this guidance effective

January 1, 2019 and noted that the leases discussed below did meet the requirements for recording a right of use asset or liability under

ASC-842 given that they were short term leases.

rents approximately 600 square feet of office space at 1521 North Cooper St., Suite 205, Arlington, Texas 76011, at a rate of $ 949 per

month, under a one-year lease agreement, renewable for successive one-year terms in the Company’s sole discretion.

September, the Company pays $1 1,880 in annual maintenance fees on its Arizona BLM mining leases, under one-year lease agreements, renewable

for successive one-year terms in the Company’s sole discretion in addition.

These leases provide for 10 % royalties based on production,

There has been no production to date.

- December 31, 2022

6 – Advances – Related Parties

– related parties and related terms were as follows:

– Related Parties and Related Terms

date of advances

- December 31, 2020

of stockholder advances to notes payable - related parties

- December 31, 2021

of stockholder advances to notes payable - related parties (see Note 4)

receivable - warrants

- December 31, 2022

2022, in connection with a settlement, the Company reduced amounts owed to a stockholder for $ 16,245

with a corresponding reduction to a subscription receivable for warrants.

7 – Commitments

October 19, 2019, the Company was served with a lawsuit by Norman Reynolds, a previously engaged counsel by the Company.

4 unchanged sentences

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.

November 17, 2021, Greenway and Mr.

Reynolds settled the matter agreeing to cash payments from GWTI totaling $ 20,000 .

During the year

ended December 31, 2022, and upon settlement of the obligation, the Company recorded a gain on legal settlement of $ 70,377 .

September 7, 2021, the Company was served with a demand for mediation and potential arbitration by Gregory Sanders, a previous employee

3 unchanged sentences

under the contract.

No conclusion was met during mediation which occurred in the fourth quarter of 2021.

Greenway is confident in its

defenses and counterclaims and intends to vigorously defend its interests and prosecute its claims.

12 - SUBSEQUENT EVENTS

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.

No conclusion was met during mediation which occurred in the fourth quarter of 2021 or as of December 31, 2022.

is confident in its defenses and counterclaims and intends to vigorously defend its interests and prosecute its claims.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

8 – Stockholders’ Deficit

Company has one (1) class of stock:

- 500,000,000

shares authorized

at 1 vote per share

Transactions for the Year Ended December 31, 2022

Issued as Debt Issue Costs

Company issued 302,038 shares of common stock in connection with the issuance of notes payable – related parties.

The fair value

of these shares was $ 1,991 ($ 0.01 - $ 0.06 /share), based upon the quoted closing trading price.

Issued for Cash

Company issued 20,667,999

shares of common stock for $ 482,200

- $ 0.03 /share).

Of the total shares issued for cash, $ 5,000 were issuable at December 31, 2021.

Issued for Settlement of Liabilities

Company issued 6,200,000 shares of common stock in settlement of accrued liabilities totaling $ 155,000 ($ 0.03 /share).

The fair value

of these shares was based upon the quoted closing trading price.

In connection with this settlement, there was no gain or loss on settlement.

Issued for Services

Company issued 380,000 shares of common stock for services rendered, having a fair value of $ 6,500 ($ 0.01 - $ 0.025 /share).

The fair value

of these shares was based upon the quoted closing trading price.

Company sold 250,000 shares of common stock for $ 5,000 ($ 0.02 /share).

These shares were issued in January 2023.

Transactions for the Year Ended December 31, 2021

Issued as Debt Issue Costs

Company issued 1,197,758 shares of common stock in connection with the issuance of notes payable – related parties.

The fair value

of these shares was $ 54,986 ($ 0.046 /share), based upon the quoted closing trading price.

Issued for Cash

Company issued 18,112,501 shares of common stock for $ 656,500 ($ 0.03 - $ 0.05 /share).

Issued for Services

Company issued 482,500 shares of common stock for services rendered, having a fair value of $ 14,475 ($ 0.03 /share).

The fair value of

these shares was based upon the quoted closing trading price.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

activity for the years ended December 31, 2022 and 2021 is summarized as follows:

of Warrant Activity

- December 31, 2020

and Exercisable - December 31, 2020

Cancelled/Forfeited

( 4,000,000 )

- December 31, 2021

and Exercisable - December 31, 2021

- December 31, 2021

Cancelled/Forfeited

( 3,000,000 )

- December 31, 2022

and Exercisable - December 31, 2022

and non-exercisable - December 31, 2022

10 – Income Taxes

Company’s tax expense differs from the “expected” tax expense for the period (computed by applying the corporate tax

rate of 21 % to loss before taxes), are approximately as follows:

Schedule of Components of Income Tax Expense Benefit

income tax benefit - 21%

$ ( 311,000 )

$ ( 366,000 )

Non-deductible

in valuation allowance

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2022

and 2021 are approximately as follows:

Schedule of Deferred Tax Assets and Liabilities

of debt discount

based payments

( 1,184,000 )

operating loss carryforwards

deferred tax assets

valuation allowance

( 3,710,000 )

( 6,969,000 )

deferred tax asset recorded

tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary

differences and other tax attributes, such as net operating loss carryforwards.

In assessing if the deferred tax assets will be realized,

the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized.

realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible

temporary differences reverse.

the year ended December 31, 2022 the valuation allowance decreased by approximately $ 3,259,000 .

The total valuation allowance results

from the Company’s estimate of its uncertainty in being unable to recover its net deferred tax assets.

December 31, 2022, the Company has federal net operating loss carryforwards, which are available to offset future taxable income, of

approximately $ 23,380,000 .

The Company is in the process of analyzing their NOL and has not determined if the Company has had any change

of control issues that could limit the future use of these NOL’s.

carryforwards that were generated after 2017 of approximately $ 23,380,000 may only be used to offset 80 % of taxable income and are carried

forward indefinitely.

carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state

provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards

that can be utilized to offset future taxable income and tax, respectively.

In general, an ownership change, as defined by Section 382

and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more

than 50 percentage points over a three- year period.

The Company has not completed an IRC Section 382/383 analysis.

If a change in ownership

were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted.

eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance.

Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s

effective tax rate.

Company files corporate income tax returns in the United States and Texas jurisdictions.

Due to the Company’s net operating loss

posture, all tax years are open and subject to income tax examination by tax authorities.

The Company’s policy is to recognize

interest expense and penalties related to income tax matters as tax expense.

At December 31, 2022 and 2021, respectively, there were

no unrecognized tax benefits, and there are no significant accruals for interest related to unrecognized tax benefits or tax penalties.

of December 31, 2022, the Company had no t

filed any corporate tax returns since the year ended December 31, 2016.

The Company’s failure to file penalties are immaterial.

Note 11 – Subsequent Events

Subsequent to December 31, 2022, the Company reflects

the following:

Stock Issued for Cash

The Company issued 7,000,000 shares of common stock

for $ 140,000 ($ 0.02 /share).

The Company issued 1,333,333 shares of common stock

for $ 20,000 ($ 0.015 /share).

Stock Issued for Services

The Company issued 2,000,000 shares of common stock

to its Chief Financial Officer for services rendered, having a fair value of $ 20,000 ($ 0.01 /share).

The fair value of these shares was

based upon the quoted closing trading price.

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

What changed 10-K

Item 9A. Controls and Procedures