What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-07-16 compared with 2023-04-14 · 357 added, 388 removed, 1057 unchanged (41% of the section changed)

60 unchanged sentences

internal control over financial reporting was ineffective.

We also concluded that our disclosure controls and procedures are ineffective.

have identified at least the following deficiencies, which together constitute a material weakness in our assessment of the effectiveness

2 unchanged sentences

the year ended December 31, 2023, we internally performed all aspects of our financial reporting process including, but not limited

to, the underlying accounting records and record journal entries and internally maintained responsibility for the preparation of

the financial statements.

to, the underlying accounting records and recording of journal entries and internally maintained responsibility for the preparation

of the financial statements.

Due to the fact these duties were often performed by the same people, a lack of independent review process

4 unchanged sentences

do not have a sufficient number of independent or qualified directors for our Board of Directors and a qualified Audit Committee.

We currently have only two (2) independent directors on our board, which is fully comprised of six directors, and accordingly we

We currently have only two (2) independent directors on our board, which is fully comprised of five directors, and accordingly we

do not yet have a functioning audit committee, as the only otherwise qualified director is not independent.

57 unchanged sentences

of stock or any series thereof, entitled to elect such director or directors.

Jones served on the Board of Directors prior to his resignation on November 3, 2021.

Ransom Jones and Kevin Jones are brothers.

may employ additional management personnel, as our Board of Directors deems necessary.

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Name and Principal Position

Stock Awards ($)

Option Awards

3 unchanged sentences

Ray Wright (1)

Ransom Jones (2)

Kent Harer (2)

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.

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

Harer is our Acting President.

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

1 unchanged sentence

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.

Equity Awards at Fiscal Year-End

2 unchanged sentences

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

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.

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.

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

2 unchanged sentences

following table presents information regarding the beneficial ownership of all shares of our Common Stock as of December 31, 2023:

Beneficial Ownership Table

Ownership Table

Directors and Named Executive Officers (9)

7 unchanged sentences

Michael Wykrent (7)

All current Directors and Named Executive Officers as a group

(6 persons) (9)

All current Directors and Named Executive Officers as a group (6 persons) (8)

5% or Greater Stockholders

17 unchanged sentences

Jones and Ransom Jones are brothers.

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

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

the amount of Common Stock beneficially owned by Mr.

1 unchanged sentence

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

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

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

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

Jones’s late spouse,

Kevin Jones’s

late spouse, Ms.

Christine Earley, in which Mr.

Jones has a spousal interest;

Kevin Jones has a spousal interest;

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 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

by Equity Trust and (d) 1,000,000 shares owned by Topical Floors, LLC, in which Mr.

Kevin Jones owns 100% ownership interest and

for which he serves as sole manager.

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

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Jones did not vote on this transaction.

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

Kevin 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, 2023.

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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, 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.

Kevin Jones’ family relationship as the brother of Mr.

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

This action eliminated the accrued amount payable of $120,988.

Alfano and Mr.

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of the registrant’s outside auditor who worked on the company’s audit at any time during any of the past three years.

these standards required to an independent director, none of Mr.

Jones, nor Mr.

these standards required to be an independent director, none of Mr.

Ransom Jones, nor Mr.

Wright qualify as independent directors.

6 unchanged sentences

All Other Fees

fees billed were for professional services rendered for the audit of our financial statements and review of our interim financial statements

for the years ended December 31, 2022 and December 31, 2021.

fees billed were for professional services rendered for the audit of our consolidated financial statements and review of our interim

consolidated financial statements for the years ended December 31, 2023 and December 31, 2022.

Policy for Services of Our Independent Auditors

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

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.

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.

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.

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.

Agreed Order of Dismissal without Prejudice, dated November 19, 2019, pursuant to the mutual settlement of all claims by Chisos Equity Consultants, LLC for the matters in Cause No.

67-306723-19, filed in the County Courts at Law in Tarrant County, TX on March 13, 2019.

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.

Agreed Order of Dismissal without Prejudice, dated November 19, 2019, pursuant to the mutual settlement of all claims by Richard Halden for the matters in Cause No.

352-306721-19, filed in the County Courts at Law in Tarrant County, TX on March 13, 2019.

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

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

against Micheal R.

Warner et al (the “Dissident Shareholders”) for the matters in Cause No.

DC-19-04207, filed in

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

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.

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 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.

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.

§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.

§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

Texas UCC Amendment Filing Acknowledgement.

XBRL Instance Document.

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

GREENWAY TECHNOLOGIES, INC.

TECHNOLOGIES, INC.

July 16, 2024

Harer, President

3 unchanged sentences

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

July 16, 2024

Michael Wykrent

July 16, 2024

Chief Financial Officer

July 16, 2024

Raymond Wright

President of Greenway Innovative Energy, Inc.

July 16, 2024

TO CONSOLIDATED FINANCIAL STATEMENTS

13 unchanged sentences

on the Financial Statements

have audited the accompanying consolidated balance sheets of Greenway Technologies, Inc.

(the Company) as of December 31, 2022 and 2021,

and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year

period ended December 31, 2022, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the

results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with

accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Greenway

Technologies, Inc.

(the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’

deficit, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred

to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two-year periods

ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to

the financial statements, the Company had a net loss and net cash used in operating activities of $1,512,692 and $496,654, respectively,

for the year ended December 31, 2022, and a working capital deficit and accumulated deficit of approximately $10,737,576 and $36,278,869,

respectively, as of December 31, 2022.

These conditions raise substantial doubt about the Company’s ability to continue as a going

Management’s plans regarding these matters are also described in Note 1.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

The accompanying financial statements have been prepared assuming the Company

will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company had a net loss and net cash used in

operating activities of $1,580,735 and $302,663, respectively, for the year ended December 31, 2023, and a working capital deficit and

accumulated deficit of approximately $12,029,311 and $37,859,604, respectively, as of December 31, 2023.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

15 unchanged sentences

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

believe that our audits provide a reasonable basis for our opinion.

Audit Matters

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have served as the Company’s auditor since 2019.

July 16, 2024

DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES

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Balance Sheets

December 31, 2023

December 31, 2022

Current Assets

and Stockholders’ Deficit

payable and accrued expenses

payable and accrued expenses - related parties

payable - related parties - net

note payable - net

- related parties

Prepaids and other

Total Current Assets

Liabilities and Stockholders’ Deficit

Current Liabilities

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

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Accounts payable and accrued expense

Notes payable

Notes payable - related parties - net

Notes payable

Convertible note payable - net

Advances - related parties

Advances - others

Total Current Liabilities

Commitments and Contingencies (Note 7)

Stockholders’ Deficit

Common stock - $ 0.0001 par value, 500,000,000 shares authorized 403,844,204 and 382,610,871 shares issued and outstanding, respectively

Additional paid-in capital

Common stock to be issued

Accumulated deficit

( 37,859,604 )

( 36,278,869 )

Stockholders’ Deficit

Total Stockholders’ Deficit

( 12,029,311 )

( 10,737,576 )

Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of these

consolidated financial statements

Total Liabilities and Stockholders’ Deficit

accompanying notes are an integral part of these consolidated financial statements

Technologies, Inc.

1 unchanged sentence

Statements of Operations

the Year Ended December 31,

and administrative expenses

and development

For the Year Ended December 31,

Operating expenses

from operations

( 1,120,901 )

income (expense)

of debt discount

on debt settlement

other income (expense) - net

General and administrative expenses

Research and development

Total operating expenses

Loss from operations

Other income (expense)

Interest expense

Amortization of debt discount

Gain on debt settlement

Total other income (expense) - net

$ ( 1,580,735 )

$ ( 1,512,692 )

per share - basic and diluted

average number of shares - basic and diluted

The accompanying notes are an integral part of these

consolidated financial statements

Loss per share - basic and diluted

Weighted average number of shares - basic and diluted

accompanying notes are an integral part of these consolidated financial statements

Technologies, Inc.

1 unchanged sentence

Statements of Changes in Stockholders’ Deficit

For the Year Ended December 31, 2022

the Year Ended December 31, 2023

Stockholders’

December 31, 2022

$ ( 36,278,869 )

$ ( 10,737,576 )

issued as debt issue costs

of subscription receivable - warrants

issued for cash

issued to settle accrued liabilities

issued for services

Issuance of previously issuable shares

Stock issued for cash

Stock issued in exchange for debt – related parties

( 1,580,735 )

December 31, 2023

$ ( 37,859,604 )

$ ( 12,029,311 )

The accompanying notes are an integral part of these

consolidated financial statements

accompanying notes are an integral part of these consolidated financial

Technologies, Inc.

1 unchanged sentence

Statements of Changes in Stockholders’ Deficit

For the Year Ended December 31, 2021

the Year Ended December 31, 2022

Stockholders’

December 31, 2021

$ ( 34,766,177 )

$ ( 9,886,820 )

issued as debt issue costs

issued for cash

issued for services

$ ( 34,766,177 )

$ ( 9,886,820 )

Stock issued as debt issue costs

Settlement of subscription receivable - warrants

Stock issued for cash

Stock issued to settle accrued liabilities

Stock issued for services

( 1,512,692 )

The accompanying notes are an integral part of these

consolidated financial statements

December 31, 2022

$ ( 36,278,869 )

$ ( 10,737,576 )

$ ( 36,278,869 )

$ ( 10,737,576 )

accompanying notes are an integral part of these consolidated financial statements

Technologies, Inc.

1 unchanged sentence

Statements of Cash Flows

the Year Ended December 31,

For the Year Ended December 31,

Operating activities

$ ( 1,580,735 )

$ ( 1,512,692 )

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

Adjustments to reconcile net loss to net cash used in operations

Amortization of debt discount

Stock issued for services

Gain on debt settlement

Changes in operating assets and liabilities

(Increase) decrease in

Prepaids and other

Increase (decrease) in

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Net cash used in operating activities

Financing activities

Proceeds from advances - related parties

Repayment of advances – related parties

Proceeds from advances - other

Proceeds from issuance of note payable

Repayments on notes payable

Proceeds from stock issued for cash

Net cash provided by financing activities

Net decrease in cash

Cash - beginning of year

Cash - end of year

Supplemental disclosure of cash flow information

Cash paid for interest

paid for taxes

Supplemental disclosure of non-cash investing and financing activities

Stock issued as debt issue costs

Conversion of stockholder advances to notes payable - related parties

Stock issued in settlement of accrued liabilities – related parties

Settlement of subscription receivable - warrants

Issuance of common stock issuable

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

TECHNOLOGIES, INC.

15 unchanged sentences

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

6 unchanged sentences

at December 31, 2023, the Company had:

● Accumulated

deficit of $ 37,859,604

7 unchanged sentences

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.

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:

25 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.

estimates during the years ended December 31, 2023 and 2022, respectively, include valuation of stock-based compensation, uncertain tax

positions, and the valuation allowance on deferred tax assets.

TECHNOLOGIES, INC.

13 unchanged sentences

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.

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.

11 unchanged sentences

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.

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.

At December 31, 2023 and 2022,

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

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

10 unchanged sentences

31, 2023 AND 2022

Method Investment

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 %

(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

6 unchanged sentences

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

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

of Long-lived Assets

23 unchanged sentences

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.

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.

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

15 unchanged sentences

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

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

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

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

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

64 unchanged sentences

equity securities:

Of Potentially

Dilutive Equity Securities

dilutive equity securities

of Potentially Dilutive Equity Securities

December 31, 2023

December 31, 2022

Convertible debt

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

4 unchanged sentences

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.

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.

has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates

(“ASU”) through the date these consolidated 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

consolidated financial statements of the Company.

TECHNOLOGIES, INC.

4 unchanged sentences

payable and related terms were as follows:

Payable and Related Terms

of Notes Payable and Related Terms

Issuance date of note

September 2019

Maturity date

September 2022

Interest rate

- December 31, 2020

- December 31, 2021

of debt discount (interest expense)

- December 31, 2022

1 The Company executed

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

Default interest rate

Original amount

Balance - December 31, 2021

Debt discount

Amortization of debt discount (interest expense)

Balance - December 31, 2022

Balance – December 31, 2023

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, 2023, the note is in default.

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.

At December 31, 2023, the settlement agreement is in default.

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 of the note.

At December 31, 2023, the note is in default.

TECHNOLOGIES, INC.

7 unchanged sentences

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.

These notes are in default at December 31, 2023.

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 .

2023, the Company did not issue notes under this loan structure and therefore, did not issue shares in connection with such note structure.

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

2 unchanged sentences

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

of Notes Payable - Related Parties and Related Terms

Balance - December 31, 2021

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

Conversion of stockholder advances to notes payable - related parties

Debt discount

Amortization of debt discount (interest expense)

Balance - December 31, 2022

No activity in 2023

Balance – December 31, 2023

TECHNOLOGIES, INC.

4 unchanged sentences

note payable and related terms were as follows:

Schedule of Convertible note payable and Related terms

dates of note

of Convertible Notes Payable and Related Items

Issuance dates of note

Maturity date

Interest rate

Default interest rate

Conversion rate

$ 0.08 /share

- December 31, 2020

activity in 2021

- December 31, 2021

activity in 2022

- December 31, 2022

Balance - December 31, 2021

No activity in 2022

Balance - December 31, 2022

Balance – December 31, 2023

6 – Advances – Related Parties

1 unchanged sentence

– 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.

filed in Harris County District Court, Houston, Texas, asserting claims for unpaid fees of $ 90,377 .

While fully reserved, Greenway vigorously

disputes the total amount claimed.

Greenway has asserted counterclaims based upon alleged conflicts of interest, breaches of fiduciary

duty and violations of the Texas Deceptive Trade Practices Act (“DTPA”).

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

of the Company.

Related Parties

Issuance date of advances

Prior to 2018

Maturity date

Due on Demand

Interest rate

Balance - December 31, 2021

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

Subscription receivable - warrants

Balance - December 31, 2022

Conversion of advances – related parties to stock

Balance – December 31, 2023

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.

During 2023, related parties advanced $ 31,700 to the Company and $ 500 of such advances was repaid.

Additionally,

one related party advance in the amount of $ 3,500 was converted to common stock.

7 – Commitments and Contingencies

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

(“Plaintiff”), a previous employee of the Company.

The demand claims Mr.

Sanders had an employment agreement with the Company entitling him to certain compensation payments

under the contract.

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

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

Sanders had an employment agreement with the

Company entitling him to certain compensation payments under the contract.

No conclusion was made during mediation which occurred in

the fourth quarter of 2021.

On October 25, 2023, there was a hearing on Plaintiff’s motion for summary judgement.

asserted 3 motions, all of which were denied by the court, as ordered on November 1, 2023.

Plaintiff withdrew his action against the

Company on January11, 2024 and the court so ordered on the same date.

November 8, 2023, the Company was served with a demand for payments under various agreements with the plaintiffs.

The Plaintiffs are

Ric Halden Randy Moseley, Tunstall Canyon Group, LLC (“Tunstall Canyon”) and Chisos Equity Consultants, LLC

Ric Halden and Randy Moseley were founders of the Company and served as officers and directors of the

Company until 2017, when each of them resigned all positions with the Company.

The Company believes that Tunstall Canyon and Chisos

are majority-owned by Ric Halden.

The Company has accrued liabilities to Ric Halden, Randy Moseley and Tunstall Canyon, which are

all included in the liabilities reflected on the consolidated balance sheet.

The Company is confident that it can settle all issues

asserted in the lawsuit without going to trial.

The court has set a trial date for November 24, 2024.

TECHNOLOGIES, INC.

4 unchanged sentences

Company has one (1) class of stock:

- 500,000,000

shares authorized

1 unchanged sentence

Transactions for the Year Ended December 31, 2023

Issued for Cash

Company issued 18,633,333 shares of common stock for $ 265,500 ($ 0.01 - $ 0.02 /share).

Issued for Settlement of Liabilities

Company issued 2,350,000

shares of common stock in settlement of accrued liabilities totaling $ 23,500 , one advance of $ 20,000 and the other advance of $ 3,500 ($ 0.01 /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.

of Previously Issuable Shares

2023, the Company issued 250,000

shares of issuable common stock for $ 5,000

($ 0.02 /share).

These shares were purchased in 2022.

Transactions for the Year Ended December 31, 2022

Issued as Debt Issue Costs

3 unchanged sentences

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.

Company issued 20,667,999 shares of common stock for $ 482,200 ($ 0.02 - $ 0.03 /share).

Of the total shares issued for cash, $ 5,000 were

issuable at December 31, 2021.

Issued for Settlement of Liabilities

9 unchanged sentences

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.

4 unchanged sentences

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

Exercise Price

Outstanding - December 31, 2021

Vested and Exercisable - December 31, 2021

Unvested - December 31, 2021

Cancelled/Forfeited

( 3,000,000 )

- December 31, 2022

and Exercisable - December 31, 2022

and non-exercisable - December 31, 2022

Outstanding - December 31, 2022

No activity in 2023

Outstanding – December 31, 2023

10 – Income Taxes

2 unchanged sentences

Schedule of Components of Income Tax Expense Benefit

income tax benefit - 21%

December 31, 2023

December 31, 2022

Federal income tax benefit - 21 %

$ ( 332,000 )

$ ( 318,000 )

Non-deductible

in valuation allowance

Non-deductible items

Change in valuation allowance

Income tax benefit

TECHNOLOGIES, INC.

5 unchanged sentences

Schedule of Deferred Tax Assets and Liabilities

of debt discount

based payments

( 1,184,000 )

operating loss carryforwards

December 31, 2023

December 31, 2022

Deferred Tax Assets

Deferred compensation and management fees

Net operating loss carryforwards

Total deferred tax assets

valuation allowance

1 unchanged sentence

( 7,458,000 )

deferred tax asset recorded

Net 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

4 unchanged sentences

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.

the year ended December 31, 2023 the valuation allowance increased by approximately $ 570,000 .

The total valuation allowance results from the Company’s estimate of its uncertainty in being unable to recover its net deferred

December 31, 2023, the Company has federal net operating loss carryforwards, which are available to offset future taxable income, of

approximately $ 30,570,000 .

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.

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 $ 30,570,000 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

17 unchanged sentences

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.

of December 31, 2023, 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.

11 – Subsequent Events

to December 31, 2023, the Company reflects the following:

Issued for Cash

Company issued 300,000 shares of common stock for $ 3,000 ($ 0.01 /share).

Company issued 2,395,334 shares of common stock for $ 35,930 ($ 0.015 /share ).

The Company issued 9,750,000 shares of common stock for $ 195,000 ($ 0.02 /share).

Issued for Services

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