What changed in this filing

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Item 1A. Risk Factors

2024-07-16 compared with 2023-04-14 · 120 added, 93 removed, 294 unchanged (42% of the section changed)

Risk Factors.

Related to our Business and Operations

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We have incurred significant operating losses since inception.

inherent risk of commercializing new technology, there can be no assurance that we will earn net income in the future.

We will require

additional capital in order to fund our operations, which it may not be able to source on acceptable terms.

inherent risk of commercializing new technology, there can be no assurance that we will earn net income or generate positive cash flow

in the future.

We will require additional capital in order to fund our operations and we may not be able to source such capital on acceptable

revenues and achieving profitability will depend on our ability to fully develop, certify and commercialize our GTL Technology, including

successfully marketing our GTL Technology to our customers and complying with possible regulations.

successfully marketing our GTL Technology to customers and complying with possible regulations.

of our ability to establish revenues, achieve profitability and create positive cash flows from operations will depend on the completion

of third-party engineering certification and subsequent successful introduction of our proprietary GTL technology.

Our prospective customers

will not use our GTL technology unless they determine that the economic benefits provided by our GTL solution is greater than those available

from competing technologies and providers.

Even if the advantages derived from our proprietary GTL technology are well-established, prospective

customers may elect not to use our GTL technology.

of a third-party engineering certification and subsequent successful introduction of our proprietary GTL technology.

Our prospective

customers will not use our GTL technology unless they determine that the economic benefits provided by our GTL solution is greater than

those available from competing technologies and providers.

Even if the advantages derived from our proprietary GTL technology are well-established,

prospective customers may elect not to use our GTL technology.

addition, as this is a new technology and GTL processing method, we may be required to undertake time-consuming and costly additional

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Important factors affecting our ability to compete successfully include:

and future direct sales and marketing efforts by small and large competitors;

and effective development of new, unique GTL techniques;

and aggressive pricing methodologies

current and future direct

sales and marketing efforts by small and large competitors;

rapid and effective development

of new, unique GTL techniques;

new and aggressive pricing

methodologies

substantial competitors enter our targeted markets, such as licensing of smaller independent oil and gas operators or the creation of

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ability to successfully monetize the intellectual property it owns.

We own United States Patents Nos.

8,574,501 B1, originally issued November 5, 2013 and 8,795,597 B2, issued August

5, 2014, covering our GTL conversion technology for the purpose of converting natural gas to clean synthetic fuels in a small-plant and

mobile application.

own United States Patents Nos.

8,574,501 B1, originally issued November 5, 2013 and 8,795,597 B2, issued August 5, 2014, covering our

GTL conversion technology for the purpose of converting natural gas to clean synthetic fuels in a small-plant and mobile application.

On April 28, 2020, the Company was issued a new U.S.

Patent 10,633,594 B1 for syngas generation for gas-to-liquid

fuel conversion.

The Company has several other pending patent applications, both domestic and international, related to various components

and processes involving our proprietary GTL methods, which when granted, will further complement our existing portfolio of issued patents

and pending patent applications.

Patent 10,633,594 B1 for syngas generation for gas-to-liquid fuel conversion.

Company has several other pending patent applications, both domestic and international, related to various components and processes involving

our proprietary GTL methods, which when granted, will further complement our existing portfolio of issued patents and pending patent

applications.

February 2021, the Company was issued Patent 10,907,104, the fourth patent relating to the company’s proprietary G-Reformer™

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are dependent on a limited number of key executives, consultants, the loss of any of which could negatively impact our business.

business is led by our Chairman of the Board of Directors, Raymond Wright, President, Kent Harer, and our Chief Financial Officer,

Ransom Jones, both of whom are also members of our board of directors (our “ Board of Directors ”).

We use outside

consultants to support and perform the majority of the engineering and production work on our GTL technology.

contracted with consultants to provide financial reporting and governance support.

business is led by our Chairman of the Board of Directors, Raymond Wright, President, Kent Harer, and our Chief Financial Officer, Ransom

Jones, all of whom are also members of our board of directors (our “ Board of Directors ”).

We use outside consultants

to support and perform the majority of the engineering and production work on our GTL technology.

We have also contracted with consultants

to provide financial reporting and governance support.

one or more of these senior executives, officers, or consultants are unable or unwilling to continue in their present positions, we may

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fluctuate from quarter to quarter include:

limited operating history;

limited scope of our sales and marketing efforts;

ability to attract new customers, satisfy our customers’ requirements, and retain customers;

economic conditions;

in our pricing capabilities;

ability to expand our business and operations by staying current with the evolving requirements of our target market;

effectiveness of our key personnel;

ability to protect our proprietary GTL Technology;

and enhanced products by us and our competitors;

unanticipated

delays or cost increases with respect to research and development;

extraordinary

expenses such as litigation or other dispute-related settlement payments.

our limited operating history;

the limited scope of our

sales and marketing efforts;

our ability to attract

new customers, satisfy our customers’ requirements, and retain customers;

general economic conditions;

changes in our pricing

capabilities;

our ability to expand our

business and operations by staying current with the evolving requirements of our target market;

the effectiveness of our

key personnel;

our ability to protect

our proprietary GTL Technology;

new and enhanced products

by us and our competitors;

unanticipated delays or

cost increases with respect to research and development;

extraordinary expenses

such as litigation or other dispute-related settlement payments.

may have difficulty in attracting and retaining outside independent directors to our Board of Directors as a result of their concerns

relating to potentially increased personal exposure to lawsuits and shareholder claims by virtue of holding those positions.

directors and management of companies are increasingly concerned with the extent of their personal exposure to lawsuits and

shareholder claims, as well as governmental and creditor claims that may be made against them, particularly in view of recent

changes in securities laws imposing additional duties, obligations, and liabilities on management and directors.

perceived risks, directors and management are also becoming increasingly concerned with the availability of directors’ and

officers’ liability insurance to timely pay the costs incurred in defending such claims.

We currently do not carry

directors’ and officers’ liability insurance, since directors’ and officers’ liability insurance has recently

become much more expensive and difficult to obtain.

If we are unable to continue or provide liability insurance at affordable rates

or at all, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of

directors and management of companies are increasingly concerned with the extent of their personal exposure to lawsuits and shareholder

claims, as well as governmental and creditor claims that may be made against them, particularly in view of recent changes in securities

laws imposing additional duties, obligations, and liabilities on management and directors.

Due to these perceived risks, directors and

management are also becoming increasingly concerned with the availability of directors’ and officers’ liability insurance

to timely pay the costs incurred in defending such claims.

We currently do not carry directors’ and officers’ liability insurance,

since directors’ and officers’ liability insurance has recently become much more expensive and difficult to obtain.

are unable to continue or provide liability insurance at affordable rates or at all, it may become increasingly more difficult to attract

and retain qualified outside directors to serve on our board of directors.

may lose potential independent board members and management candidates to other companies that have greater directors’ and officers’

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may be materially impacted by such events.

massive and currently unknown short- and long-term economic impacts of COVID-19 may impact our business and ability to raise capital.

and its current extraordinary impact on the world economy has reduced oil consumption globally, decreasing crude oil prices, to levels

not seen since the early 1980’s.

The economics of GTL conversion rely in part on the arbitrage between oil and natural gas prices,

with economic models for many producers, including our own models, using a range of $30-60/bbl (for WTI or Brent Crude as listed daily

on the Nymex and ICE commodities exchanges) to determine relative profitability of their GTL operations.

While to date the Company has

not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like.

continues to monitor the impact of the COVID-19 outbreak closely.

The extent to which the COVID-19 outbreak will impact our operations,

and/or ability to obtain financing or future financial results is uncertain.

may fail to establish and maintain strategic relationships.

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funding, we may not be able to successfully develop and market our GTL technology and our business will likely fail.

We have limited

commitments for financing.

To secure additional financing, we may need to borrow money or sell more securities, which may reduce the

value of our outstanding securities.

We have no commitments

for financing.

To secure additional financing, we may need to borrow money or sell more securities, which may reduce the value of our

outstanding securities.

We may be unable to secure additional financing on favorable terms, or at all.

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If we fail to remain current in our Exchange Act reporting requirements,

we could be removed from the OTCQB and be forced to be traded on the Pink Sheets, which requires a more challenging stock purchase process.

we could be removed from the OTCQB and be forced to be traded on the Pink Sheets, which requires a more challenging stock purchasing

and selling process.

The OTCQB is recognized by the SEC as an established public market.

This platform enables companies to provide current public information

that investors use to analyze, value and trade a security.

The OTC Pink Sheets is the lowest and most speculative tier of the three marketplaces

for the trading of over-the-counter stocks.

Companies traded on OTC Pink are not held to any particular disclosure requirements or financial

standards, and due to the wide variety of companies listed on OTC Pink, including dark companies, delinquent companies and worse, they

recommend only sophisticated investors with a high risk tolerance should consider it.

This platform enables companies to provide current

public information that investors use to analyze, value and trade a security.

The OTC Pink Sheets is the lowest and most speculative

tier of the three marketplaces for the trading of over-the-counter stocks.

Companies traded on OTC Pink are not held to any particular

disclosure requirements or financial standards, and due to the wide variety of companies listed on OTC Pink, including dark companies,

delinquent companies and worse, they recommend only sophisticated investors with a high-risk tolerance should consider it.

Sheet shares generally trade thinly and infrequently making it hard to buy or sell when the investor wants to complete a transaction.

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dividends in the near future.

Earnings, if any, that we may realize will be retained in the business for further development and

Earnings, if any, that we may realize will be retained in the business for further development and expansion.

Furthermore, our ability to pay dividends may be restricted under our debt agreements.

substantial level of indebtedness could adversely affect our financial condition.

have a substantial amount of indebtedness, which requires significant interest payments.

As of December 31, 2022, we had $10,765,118 of

total accrued current liabilities and $3,664,941 of current debt (net of debt discounts totaling $1,991, which were fully amortized as of December 31, 2022), with interest rates ranging from 4.5% - 18%, some of our debt contains

default interest rates at 18% when any such loans are not current.

For more details on our indebtedness,

please see Notes 3,4 and 5 of our Financial Statements.

have a substantial amount of indebtedness, a significant amount which are interest-bearing notes payable.

As of December 31, 2023, we

had $12,030,443 of total liabilities, all of which is current.

For more details on our indebtedness, please see Notes 3,4 and 5 of

our Consolidated Financial Statements.

substantial level of indebtedness could have important consequences, including the following:

must use a substantial portion of our cash flow from operations to pay interest, which reduces funds available to use for other purposes,

such as working capital, capital expenditures, and other general corporate purposes;

ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions,

or general corporate purposes may be impacted;

leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility

in responding to current and changing industry and financial market conditions.

We must use a substantial

portion of our cash flow from operations to pay interest, which reduces funds available to use for other purposes, such as working

capital, capital expenditures, and other general corporate purposes;

Our ability to refinance

such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate

purposes may be impacted;

Our leverage may be greater

than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in responding to

current and changing industry and financial market conditions.

ability to meet expenses and to make future principal and interest payments in respect of our debt, depends on, among other things, our

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allow us to pay principal and interest on our debt and meet our other obligations, which could cause us to default on these obligations.

In particular, the Mabert loans maintain a UCC-1 security interest in all of the collateral of the Company, including to our G-Reformer,

In particular, the Mabert loans maintain a UCC-1 security interest in all the collateral of the Company, including to our G-Reformer,

technology and intellectual property (our patents, patents pending and licensed patents).

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Such patterns include:

of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

of prices through prearranged matching of purchases and sales and false and misleading press releases;

room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

and undisclosed bid-ask differential and markups by selling broker-dealers;

wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along

with the resulting inevitable collapse of those prices and with consequential investor losses.

Control of the market for

the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices

through prearranged matching of purchases and sales and false and misleading press releases;

Boiler room practices involving

high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

Excessive and undisclosed

bid-ask differential and markups by selling broker-dealers;

The wholesale dumping of

the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting

inevitable collapse of those prices and with consequential investor losses.

is aware of the abuses that have occurred historically in the penny stock market.

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of our business and the price of our Common Stock.

Securities and Exchange Commission - Staff Comments.

Company received a letter dated November 15, 2021, from the Securities and Exchange Commission (“SEC”) asking for the Company

for comments on disclosures made in the Form 10-K for the Year Ended December 31, 2020 and in the Form 10-Q for the Period Ended June

The inquiry pertained to disclosures under Items 307 and 308 of Regulation S-K.

Item 307 of Regulation S-K addresses “Disclosure

Controls and Procedures” and Item 308 of Regulation S-K addresses “Internal Control Over Financial Reporting.” The

Company responded to the inquiry.

In a letter to the Company from the Securities and Exchange Commission dated February 2, 2022, the

SEC stated, “We have completed our review of your filings.” This action closed the matter.

Company received a letter dated August 7, 2023 from the SEC stating that disclosure was not adequate for the Form 10-K for the

Fiscal Year Ended December 31, 2022 and the Form 10-Q for the Quarterly Period Ended March 31, 2023.

The SEC comments related to

Evaluation of Disclosure Controls and Procedures under Items 307 and of Regulation S-X.

In particular, the SEC suggested that it

should be concluded that Disclosure Controls and Procedures are ineffective.

The SEC requested the Company to provide this

disclosure in future filings and the Company has complied with the SEC’s request.

The Company issued a letter dated September

3, 2023 to the SEC stating its intention to provide adequate disclosure in future filings.

The SEC accepted the letter on September

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 1A. Risk Factors