What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-07-16 compared with 2023-04-14 · 145 added, 253 removed, 309 unchanged (56% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations.

following discussion and analysis of our results of operations and financial condition for the fiscal years ended December 31, 2022 and

2021 should be read in conjunction with our Financial Statements and the notes to those Financial Statements that are included elsewhere

in this Form 10-K and were prepared assuming that we will continue as a going concern.

Our discussion includes forward-looking statements

based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a

number of factors, including those set forth under the “Risk Factors,” “Cautionary Notice Regarding Forward-Looking

Statements” and “Description of Business” sections and elsewhere in this Form 10-K.

We use words such as “anticipate,”

“estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,”

“believe,” “intend,” “may,” “will,” “should,” “could,” “predict,”

and similar expressions to identify forward-looking statements.

following discussion and analysis of our results of operations and financial condition for the fiscal years ended December 31, 2023

and 2022 should be read in conjunction with our Financial Statements and the notes to those Consolidated Financial Statements that

are included elsewhere in this Form 10-K and were prepared assuming that we will continue as a going concern.

Our discussion

includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans,

objectives, expectations and intentions.

Actual results and the timing of events could differ materially from those anticipated in

these forward-looking statements as a result of a number of factors, including those set forth under the “Risk Factors,”

“Cautionary Notice Regarding Forward-Looking Statements” and “Description of Business” sections and

elsewhere in this Form 10-K.

We use words such as “anticipate,” “estimate,” “plan,”

“project,” “continuing,” “ongoing,” “expect,” “believe,”

“intend,” “may,” “will,” “should,” “could,” “predict,” and

similar expressions to identify forward-looking statements.

Although we believe the expectations expressed in these forward-looking

statements are based on reasonable assumptions within the bounds of our knowledge of our business, our actual results could differ materially

from those discussed in these statements.

We undertake no obligation to update publicly any forward-looking statements for any reason

even if new information becomes available or other events occur in the future.

statements are based on reasonable assumptions within the bounds of our knowledge of our business, our actual results could differ

materially from those discussed in these statements.

We undertake no obligation to update publicly any forward-looking statements

for any reason even if new information becomes available or other events occur in the future.

the below discussion, “we,” “our,” “us,” the “Company” and similar terms in this report,

64 unchanged sentences

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

Our independent registered

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

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

Net cash used in operations

Working capital deficit

Stockholders’ deficit

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

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

Our independent registered public

accounting firm issued a going concern qualification in their report dated July16, 2024, which is included with our consolidated Financial

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

cash used in operations

capital deficit

Stockholders’

Our net loss decreased primarily due to the net effect of reductions in officers and directors liability insurance of $48,876,

research and development by $54,275, amortization of debt discount by $48,232 and transfer agent expenses by $2,406 and increase in

legal expenses of $82,552, mining leases of $48,493 and recognition of gain on debt settlements of $70,377 in 2022 compared to zero

gain on debt settlements in 2023.

– Our net cash used in operations in 2023 was less than 2022.

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

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

was primarily due to increases of accounts payable and accrued expenses by $178,453 and accounts payable and accrued expenses –

related parties by $62,098.

– The increase in working capital deficit from 2022 to 2023 primarily relates to less cash in 2023 of $23,463, higher accounts

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

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

payable and accrued expenses of $505,113, higher accounts payable and accrued expenses – related party of $750,013, reduction of

notes payable of $20,000, and increase in advances relates parties and others of $30,200.

– The increase in working capital deficit from 2022 to 2023 results from

the net effect of 2023 net loss of $1,580,735 and issuances of common stock of $289,000, which decreased the stockholders’ deficit.

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

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

asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence.

ability to continue as a going concern is dependent upon our ability to generate sufficient new cash flows to meet our obligations on

a timely basis, to obtain additional financing as may be required, and/or ultimately to attain profitable operations.

However, there

is no assurance that profitable operations, financing, or sufficient new cash flows will occur in the future.

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

classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to

continue in existence.

Our ability to continue as a going concern is dependent upon our ability to generate sufficient new cash

flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and/or ultimately to attain

profitable operations.

However, there is no assurance that profitable operations, financing, or sufficient new cash flows will occur

in the future.

ability to achieve profitability will depend upon our ability to finance, manufacture, and market/operate GTL units.

23 unchanged sentences

following table summarizes consolidated operating expenses and other income and expenses for the years ended December 31, 2023 and December

General and administrative expenses

General and administrative

Research and development

2 unchanged sentences

Gain on debt settlement

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

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

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

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

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

4 – Amortization of discounts on debt instruments that were

executed at various times throughout the current period.

– The Company settled a legal matter in 2022.

operating expenses increased by $17,818 from $942,874 in 2022 to $960,692 in 2023.

– The increase was due to reductions in officers and directors liability insurance of $48,876, research and development of

$54,275, amortization of debt discount of $48,233 and transfer agent expenses of $2,406 and increases in legal expense of $82,552, and

mining leases of $48,493.

– The decrease was related to less activity in 2023 due to lack of sufficient resources and inability to pursue additional

R&D related activities.

– The increase is based on higher interest rates.

– There was no amortization of debt discount in 2023.

– The Company settled a legal matter in 2022 resulting in a gain on debt settlement and had no comparable gain in 2023.

Loss and Net Loss per Share

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

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

Our consolidated net loss increased by $68,043 to $1,580,735 ($0.00)

- basic and diluted earnings share for the year ended December 31, 2023, as compared to a net loss of $1,512,692 ($0.00), for the same

period ended in 2022.

weighted-average number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 397,741,921

17 unchanged sentences

Advances - related parties

Advances - others

Total current liabilities

Total liabilities

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

- Insignificant change.

- Cash decreased in 2023 due to payments of accounts payable.

– The prepaid of $2,947 at December 31, 2022 represented prepaid legal fees.

The amount was applied in 2023 against legal fee

- See discussion regarding cash resources in #1 above.

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

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

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

– In 2023, note payments in the amount of $20,000 were made resulting in a decrease of $20,000 in the note payable.

- In 2023, related parties and an unrelated party made advances in the amounts of $31,200 and $2,500, respectively.

– See discussions in 4, 5 and 6.

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

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

Net cash used in operating activities

1 unchanged sentence

Net cash provided by financing activities

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

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

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

Our net cash used in operations in 2023 was less than 2022.

was primarily due to the recognition of a gain on debt settlement in 2022 of $70,377 but no such gain recognition in 2023, amortization

of debt discount of $48,232 in 2022 but no amortization of debt discount in 2023, stock issued for services in 2022 but no stock issued

for services in 2023, an increase of $178,453 of accounts payable and accrued expenses and an increase of $62,098 in accounts payable

and accrued expenses – related parties during 2023.

cash used in investing activities for the year ending December 31, 2023 and 2022 was $0.

1 unchanged sentence

from advances – related parties - $31,700

from issuance of note payable - $30,000

of advances – related parties - $500

of advances – others – $2,500

on notes payable - $20,000

from stock issued for cash - $265,500

Repayments of advances – related parties - $500

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

and the satisfaction of liabilities in the normal course of business.

Our general business strategy is to first develop our GTL

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

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

as of December 31, 2022 and 2021, respectively.

Our general business strategy is to first develop our GTL technology

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

shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $37,859,604 and $36,278,869 as

of December 31, 2023 and 2022, respectively.

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

7 unchanged sentences

By its terms, Mr.

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

successive one-year periods.

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

year under the terms of the agreement.

Wright’s employment agreement automatically renewed on August 12, 2020, 2021, 2022 and 2023,

for a successive one-year periods.

During the twelve-months ended December 31, 2023, we paid and/or accrued a total of $180,000 for this

calendar year under the terms of the agreement.

Wright is also the chairman of our Board of Directors.

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

respectively.

The terms and conditions of their employment agreements were identical.

John Olynick elected not to renew his employment

agreement and resigned as President on July 19, 2019.

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

Jones also serves as the Company’s Secretary and Treasurer.

May 10, 2018, we entered into an employment agreement with Ransom Jones, Chief Financial Officer, Secretary and a member of the board

of directors.

Jones earns a base salary of $120,000 per year.

During each year that Mr.

Jones’ agreement is in effect,

he is entitled to receive a bonus (“Bonus”) equal to at least Thirty-Five Thousand Dollars ($35,000) per year, such amount

having been accrued for the period ended December 31, 2022.

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.

Jones’ agreement is in effect, he is

entitled to receive a bonus (“Bonus”) equal to at least Thirty-Five Thousand Dollars ($35,000) per year, such amount having

been accrued for the period ended December 31, 2023.

Jones received a grant of common stock (the “Stock Grant”) at the

start of his 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

The foregoing summary of Mr.

Olynick’s and Mr.

Jones’s employment agreement is qualified

in its entirety by reference to the actual true and correct Employment Agreements by and between Mr.

Jones and our Company,

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

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

Upon his resignation, we agreed to

pay the balance of his Employment Agreement then due and owing over time.

Accordingly, we accrued $110,084 for the balance of his Employment

Agreement, against which we have paid $35,000, leaving a balance remaining of $75,084 for the year ending December 31, 2022.

Olynick had previously entered into a consulting agreement (the “ Olynick Agreement ”) to provide general advisory

services with us on April 18, 2019, and which included terms for payment of billable time at $40.00 per hour, plus approved expenses.

The Olynick Agreement was terminated when Mr.

Olynick became President of the Company on May 10, 2018.

We have accrued $25,510 in expenses

related to such prior consulting agreement expenses.

See Exhibit 10.42 incorporated by reference herein.

April 1, 2019, we entered into an employment agreement with Thomas Phillips, Vice President of Operations, for a term of 12 months with

compensation of $120,000 per year.

Phillips reports to the President of GIE.

Pursuant to his employment agreement, Mr.

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

$.0001 per share, with such shares having been issued in February 2020.

In addition, Mr.

Phillips resigned from the Company effective

December 15, 2020.

The foregoing summary of the Mr.

Phillips’s employment agreement is qualified in its entirety by reference to

the actual true and correct Employment Agreement by and between Thomas Phillips and our Company, dated April 1, 2019, a copy of which

is filed as Exhibit 10.53 to this Form 10-K and incorporated by reference herein.

April 1, 2019, we entered into an employment agreement with Ryan Turner for a term of twelve (12) months with compensation of $80,000

per year, to manage our business development and investor relations.

Turner reports to the President of Greenway Technologies and

is entitled to a no-cost grant of common stock equal to 2,500,000 shares of the Company’s Rule 144 restricted common stock, par

value $.0001 per share, valued at $.06 per share, or $150,000, which we expensed as of the effective date of the agreement.

employment was terminated on September 7, 2021.

The foregoing summary of the Mr.

Turner’s employment agreement is qualified in

its entirety by its reference to the actual true and correct Employment Agreement by and between Ryan Turner and our Company, dated April

1, 2019, a copy of which is filed as Exhibit 10.58 to this Form 10-K and incorporated by reference herein.

Jones’s employment agreement is qualified in its entirety by reference to the actual

true and correct Employment Agreement by and between Mr.

Jones and our Company, dated May 10, 2018, a copies of which are filed as Exhibit

10.40 to this Form 10-K and incorporated by reference herein.

September 7, 2018, Wildcat, a company controlled by Shareholder Marshall Gleason, filed suit against us alleging claims arising from

33 unchanged sentences

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

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

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

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

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

and market implementation, strategic planning and other services.

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

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

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

month terms unless the Company or Mr.

Goekel terminates the agreement.

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

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

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

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

planning and other services.

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

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

terminates the agreement.

Under the agreement, in exchange for Mr.

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

available for payment.

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

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

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

As of December 31, 2023, we have accrued

$420,000 in compensation expense related to this agreement.

Additionally, under the agreement Mr.

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

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

The Company recognized valued and recognized compensation expense related to

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

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

30, 2022 and the warrants expired unexercised.

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

Goekel will be issued stock

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

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

be earned by the service provider.

Goekel was issued stock warrants for

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

The Company recognized valued

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

Goekel did not exercise

any of the stock warrant prior to June 30, 2022 and the warrants expired unexercised.

After meeting certain deliverables set forth in

the agreement, Mr.

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

for the 90 days that the deliverables have been met.

No such deliverables have been met to date, and currently management does not believe

these 1,000,000 warrants will be earned by the service provider.

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

23 unchanged sentences

to accredited investors, related parties and institutions.

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

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

note for Kevin Jones.

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

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

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

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

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

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

sale to one (1) accredited investor, for $10,000, or $0.03 per share.

December 22, 2021, the Company issued 1,500,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a

private placement sale to two (2) accredited investors, for $45,000, or $0.03 per share.

December 20, 2021, the Company issued 1,000,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a

private placement sale to one (1) accredited investor, for $30,000, or $0.03 per share.

December 2, 2021, the Company issued 166,667 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $5,000, or $0.03 per share.

November 29, 2021, the Company issued 1,000,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a

private placement sale to one (1) accredited investor, for $30,000, or $0.03 per share.

November 24, 2021, the Company 166,667 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private placement

sale to one (1) accredited investor, for $5,000, or $0.03 per share.

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

sale to one (1) accredited investor, for $10,000, or $0.03 per share.

November 18, 2021, the Company issued 1,666,667 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a

private placement sale to one (1) accredited investor, for $50,000, or $0.03 per share.

November 3, 2021, the Company issued 1,000,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $30,000, or $0.03 per share.

November 1, 2021, the Company issued 666,667 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $20,000, or $0.03 per share.

October 8, 2021, the Company issued 625,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $25,000, or $0.04 per share.

September 7, 2021, the Company issued 62,500 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $2,500, or $0.04 per share.

September 3, 2021, the Company issued 125,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $5,000, or $0.04 per share.

August 31, 2021, the Company issued 600,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $30,000, or $0.05 per share.

August 30, 2021, the Company issued 200,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $10,000, or $0.05 per share.

August 27, 2021, the Company issued 300,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to three (3) accredited investors, for $15,000, or $0.05 per share.

August 13, 2021, the Company issued 400,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $20,000, or $0.05 per share.

August 10, 2021, the Company issued 800,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to two (2) accredited investors, for $40,000, or $0.05 per share.

August 9, 2021, the Company issued 100,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $5,000, or $0.05 per share.

August 5, 2021, the Company issued 400,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to two (2) accredited investors, for $20,000, or $0.05 per share.

August 3, 2021, the Company issued 500,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $25,000, or $0.05 per share.

August 2, 2021, the Company issued 200,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to one (1) accredited investor, for $10,000, or $0.05 per share.

June 22, 2021, the Company issued 382,500 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to an accredited investor, in lieu of cash payment for consulting fees of $11,475, or $0.03 per share.

June 3, 2021, the Company issued 2,000,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to three (3) accredited investors, for $100,000, or $0.05 per share.

May 7, 2021, the Company issued 100,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to an accredited investor, in lieu of cash payment for consulting fees of $3,000, or $0.03 per share.

May 6, 2021, the Company issued 166,667 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to an accredited investor, for $5,000, or $0.03 per share.

May 6, 2021, the Company issued 2,000,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to an accredited investor, for $50,000, or $0.025 per share.

May 6, 2021, the Company issued 600,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

placement sale to an accredited investor, for $18,000, or $0.03 per share.

March 18, 2021, the Company issued 1,200,000 shares of Rule 144 restricted Common Stock, par value $.0001 per share pursuant to a private

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

the year ended December 31, 2023 there was $31,200 of related- party financing, reflected as a liability – Advances – related

the year ended December 31, 2023, we did not receive any proceeds from related-party loans.

On various dates throughout the year ended December 31, 2023, the Company

issued 18,633,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various

accredited investors, for $265,500 ($.01 - $.02/share).

On various dates throughout the year ended December 31, 2022, the Company

issued 20,667,999 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various

accredited investors, for $482,200 ($0.02 - $0.03/share).

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

2 unchanged sentences

However, inflation may become a factor in the future.

the COVID-19 virus 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.

the COVID-19 virus may run its human course in the near term, we believe (as many others in the U.S.

government and media believe), that

the economic impacts will be long lasting and for all practical matters, remain largely unknown at this time.

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.

Sheet Arrangements

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

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

or Tom Phillips.

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

Given the uncertainty of the collectability

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

Company does not have any off balance sheet arrangements.

Accounting Policies and Estimates

Financial Statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States

Preparing our Financial Statements requires management to make estimates and assumptions that impact the

reported amounts of assets, liabilities, revenue, and expenses.

These estimates and assumptions are affected by management’s application

of accounting policies.

Critical accounting policies include revenue recognition and impairment of long-lived assets.

Consolidated Financial Statements and accompanying notes are prepared in accordance with generally accepted accounting principles in

the United States (“ GAAP ”).

Preparing our Financial Statements requires management to make estimates and

assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses.

These estimates and assumptions are

affected by management’s application of accounting policies.

Critical accounting policies include revenue recognition and

impairment of long-lived assets.

evaluate our long-lived assets for financial impairment on a regular basis in accordance with Statement of Financial Accounting Standards

13 unchanged sentences

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

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

Method Investment

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

The Company contributed

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

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

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

However, Greenway never transferred the G-Reformer to

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

Accordingly, it defaulted on its obligation under

the agreement.

Since the Wharton Plant is owned by Mabert, OPMGE was no longer a viable entity as of December 31, 2022 and 2021, respectively.

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

Accordingly, the Company’s receivable with this

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

estimates during the years ended December 31, 2023 and 2022, respectively, include uncertain tax positions, and the valuation allowance

on deferred tax assets.

and Cash Equivalents and Concentration of Credit Risk

16 unchanged sentences

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.

Based on the uncertainty of future taxable income, the Company

does not reflect deferred tax assets in its financial statements.

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”.

25 unchanged sentences

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.

Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes or an alternative option

pricing 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

29 unchanged sentences

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

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

8,333,333 shares of Rule

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

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

quoted closing trading price.

January 1, 2024 through July 16, 2024, the Company issued 12,445,334 shares of Rule 144 restricted Common Stock in private

placements to seven accredited investors at $0.01 - $0.02 per share.

and Qualitative Disclosures About Market Risk.

2 unchanged sentences

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 7. Management’s Discussion and Analysis