GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly report under Section 13 or 15( d ) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 ☐ Transition report pursuant to Section 13 or 15( d ) of the Securities Exchange Act of 1934 For the transition period from _______ to _______ Commission File No. 000-55030 GREENWAY TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Texas 90-0893594 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 1521 North Cooper Street , Suite 205 Arlington , Texas 76011 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (561) 809-4644 Securities registered pursuant to Section 12(b) of the Act: Title of each class  Trading Symbol(s) Name of exchange on which registered Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ☐ No ☒ The number of shares of the registrant’s common stock, par value $ 0.0001 per share, outstanding as of August 7, 2024, was 416,289,538 . Table of Contents Part I – Financial Information. 3 Item 1. Consolidated Financial Statements & Notes (Unaudited) 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3. Quantitative and Qualitative Disclosures about Market Risk 36 Item 4. Controls and Procedures 36 Part II - Other Information 39 Item 1. Legal Proceedings 39 Item 1A. Risk Factors 39 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 39 Item 3. Defaults Upon Senior Securities 40 Item 4. Mine Safety Disclosures 40 Item 5. Other Information 40 Item 6. Exhibits 40 2 PART I – FINANCIAL INFORMATION Item 1. Consolidated Financial Statements & Notes (Unaudited) Greenway Technologies, Inc. and Subsidiaries Page(s) Consolidated Balance Sheets 4 Consolidated Statements of Operations (Unaudited) 5 Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) 6 - 7 Consolidated Statements of Cash Flows (Unaudited) 8 Notes to Consolidated Financial Statements (Unaudited) 9 - 24 3 Greenway Technologies, Inc. and Subsidiaries Consolidated Balance Sheets March 31, 2024 December 31, 2023 (Unaudited) (Audited) Assets Current Assets Cash $ - $ 1,132 Total Current Assets - 1,132 - Total Assets $ - $ 1,132 Liabilities and Stockholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 3,979,163 $ 3,822,338 Accounts payable and accrued expenses - related parties 4,747,928 4,549,464 Accounts payable and accrued expenses 4,747,928 4,549,464 Notes payable 652,500 652,500 Notes payable - related parties - net 2,805,774 2,805,774 Notes payable 2,805,774 2,805,774 Convertible note payable - net 166,667 166,667 Advances - related parties 31,850 31,200 Advances - others 2,500 2,500 Advances 2,500 2,500 Total Current Liabilities 12,386,382 12,030,443 Commitments and Contingencies (Note 7) - Stockholders’ Deficit Common stock - $ 0.0001 par value, 500,000,000 shares authorized 403,844,204 and 403,844,204 shares issued and outstanding, respectively 40,385 40,385 Additional paid-in capital 25,789,908 25,789,908 Accumulated deficit ( 38,216,675 ) ( 37,859,604 ) Total Stockholders’ Deficit ( 12,386,382 ) ( 12,029,311 ) Total Liabilities and Stockholders’ Deficit $ - $ 1,132 The accompanying notes are an integral part of these unaudited consolidated financial statements 4 Greenway Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (Unaudited) 2024 2023 For the Three Months Ended March 31, 2024 2023 Operating expenses General and administrative expenses $ 202,338 $ 330,591 Total operating expenses 202,338 330,591 Loss from operations ( 202,338 ) ( 330,591 ) Other income (expense) Interest expense ( 154,733 ) ( 153,128 ) Total other income (expense) - net ( 154,733 ) ( 153,128 ) Net loss $ ( 357,071 ) $ ( 483,719 ) Loss per share - basic and diluted $ ( 0.00 ) $ ( 0.00 ) Weighted average number of shares - basic and diluted 403,844,204 388,477,538 The accompanying notes are an integral part of these unaudited consolidated financial statements 5 Greenway Technologies, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Deficit For the Three Months Ended March 31, 2024 (Unaudited) Shares Amount Capital Deficit Deficit Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Deficit December 31, 2023 403,844,204 $ 40,385 $ 25,789,908 - $ ( 37,859,604 ) $ ( 12,029,311 ) Net loss - - - - ( 357,071 ) ( 357,071 ) March 31, 2024 403,844,204 $ 40,385 $ 25,789,908 - $ ( 38,216,675 ) $ ( 12,386,382 ) The accompanying notes are an integral part of these unaudited consolidated financial statements 6 Greenway Technologies, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Deficit For the Three Months Ended March 31, 2023 (Unaudited) Shares Amount Capital Issued Deficit Deficit Common Common Stock Additional Paid-in Stock to be Accumulated Total Stockholders’ Shares Amount Capital Issued Deficit Deficit December 31, 2022 382,610,871 $ 38,262 $ 25,498,031 $ 5,000 $ ( 36,278,869 ) $ ( 10,737,576 ) Balance, value 382,610,871 $ 38,262 $ 25,498,031 $ 5,000 $ ( 36,278,869 ) $ ( 10,737,576 ) Issuance of previously issuable shares 250,000 25 4,975 ( 5,000 ) - - Stock issued for services – related party 2,000,000 200 19,800 - - 20,000 Stock issued for cash 6,750,000 675 134,325 - 135,000 Net loss - - - - ( 483,719 ) ( 483,719 ) March 31, 2023 391,610,871 $ 39,162 $ 25,657,131 $ - $ ( 36,762,588 ) $ ( 11,066,295 ) Balance, value 391,610,871 $ 39,162 $ 25,657,131 $ - $ ( 36,762,588 ) $ ( 11,066,295 ) The accompanying notes are an integral part of these unaudited consolidated financial statements 7 Greenway Technologies, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) 2024 2023 For the Three Months Ended March 31, 2024 2023 Operating activities Net loss $ ( 357,071 ) $ ( 483,719 ) Adjustments to reconcile net loss to net cash used in operations Stock issued for services - related party - 20,000 Changes in operating assets and liabilities (Increase) decrease in Prepaids and other - 2,947 Increase (decrease) in Accounts payable and accrued expenses 156,825 155,871 Accounts payable and accrued expenses - related parties 198,464 160,106 Net cash used in operating activities ( 1,782 ) ( 144,795 ) Financing activities Proceeds from advances - related parties 650 200 Repayments on notes payable - ( 15,000 ) Proceeds from stock issued for cash - 135,000 Net cash provided by financing activities 650 120,200 Net decrease in cash ( 1,132 ) ( 24,595 ) Cash - beginning of period 1,132 24,595 Cash - end of period $ - $ - Supplemental disclosure of cash flow information Cash paid for interest $ - $ - Cash paid for income tax $ - $ - Supplemental disclosure of non-cash investing and financing activities Issuance of common stock issuable $ - $ 5,000 The accompanying notes are an integral part of these unaudited consolidated financial statements 8 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Note 1 - Organization and Nature of Operations Organization and Nature of Operations Greenway Technologies, Inc. (collectively, “we,” “us,” “our” or the “Company”), through its wholly owned subsidiary, Greenway Innovative Energy, Inc., is primarily engaged in the research, development and commercialization of a proprietary Gas-to-Liquids (GTL) syngas conversion system that can be economically scaled to meet individual natural gas field/resource requirements. The Company’s proprietary and patented technology has been realized in Greenway’s first generation commercial-scale G-Reformer TM unit (“G-Reformer”), a unique and critical component of the Company’s overall GTL technology solution. Greenway’s objective is to become a material direct and licensed producer of renewable GTL synthesized diesel, jet fuels, high value chemicals, as a byproduct of the conversion process and hydrogen, with a near term focus on U.S. market opportunities. Both of the Company’s wholly-owned subsidiaries: Universal Media Corp and Logistix Technology Systems, Inc. are currently inactive. 9 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Liquidity, Going Concern and Management’s Plans These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the three months ended March 31, 2024, the Company had: ● Net loss of $ 357,071 ; and ● Net cash used in operations was $ 1,782 Additionally, at March 31, 2024, the Company had: ● Accumulated deficit of $ 38,216,675 ● Stockholders’ deficit of $ 12,386,382 ; and ● Working capital deficit of $ 12,386,382 The Company has cash on hand of $ 0 at March 31, 2024. The Company does not expect to generate sufficient revenues or positive cash flows from operations sufficiently to meet its current obligations. However, the Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain. These 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 consolidated 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 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. Management’s strategic plans include the following: ● Execute business operations more fully during the year ended December 31, 2024, ● Explore and execute prospective strategic and partnership opportunities 10 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles accepted in the United States (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all a adjustments (including those which are normal and recurring, considered necessary for a fair presentation of the interim financial information have been included. For the three months ended March 31, 2024, are not necessarily indicative of results to be expected for the year ending December 31, 2024, or for any other interim period or for any future year. These unaudited consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. Principles of Consolidation The accompanying unaudited consolidated financial statements include the financial statements of Greenway and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company has identified one single reportable operating segment. The Company manages its business on the basis of one operating and reportable segment and derives revenues from selling its product and related services. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the three months ended March 31, 2024 and 2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. 11 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements . ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 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; and ● Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The 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. 12 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) At March 31, 2024 and December 31, 2023, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments. Equity Method Investment On August 29, 2019, the Company entered into a Material Definitive Agreement related to the formation of OPM GREEN ENERGY, LLC (“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 March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 and December 31, 2023, respectively, there were no assets within OPMGE. Accordingly, the Company’s receivable with this entity is fully reserved for as of March 31, 2024 and December 31, 2023. Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At March 31, 2024 and December 31, 2023, respectively, the Company did no t have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 . At March 31, 2024 and December 31, 2023 respectively, the Company did no t have any cash in excess of the insured FDIC limit. 13 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Property and Equipment Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts, with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Derivative Liabilities The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “ Derivatives and Hedging” . Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as change in fair value of derivative liabilities. The Company uses a binomial pricing model to determine fair value of these instruments. Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. 14 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. At March 31, 2024 and December 31 , 2023, respectively, the Company had no derivative liabilities. Debt Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. Debt Issue Cost Debt issuance cost paid to lenders or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of March 31, 2024 and December 31, 2023, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the three months ended March 31, 2024 and 2023, respectively. 15 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Research and Development The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 0 and $ 0 for the three months ended March 31, 2024 and 2023, respectively. Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes or other models for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option 16 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Stock Warrants In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes or other option pricing models as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance if there is not a service period. Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At March 31, 2024 and March 31, 2023, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities March 31, 2024 March 31, 2023 Convertible debt 4,157,888 3,781,863 17 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Standards Changes 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. 18 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Note 3 – Notes Payable Notes payable and related terms were as follows: Schedule of Notes Payable and Related Terms 1 2 3 Terms Note Payable Note Payable Note Payable Issuance date of note September 2019 March 2019 May 2022 Maturity date September 2022 March 2024 September 2022 Interest rate 7.70 % N/A N/A Default interest rate 18 % N/A N/A Collateral Unsecured Unsecured Unsecured Original amount $ 525,000 $ 300,000 $ 67,500 Total In-Default Balance - December 31, 2022 525,000 80,000 67,500 672,500 $ 672,500 Repayments - ( 20,000 ) - ( 20,000 ) - Balance - December 31, 2023 $ 525,000 $ 60,000 $ 67,500 $ 652,500 $ 652,500 Balance $ 525,000 $ 60,000 $ 67,500 $ 652,500 $ 652,500 No activity in 2024 - - - - - Balance – March 31, 2024 525,000 60,000 67,500 652,500 652,500 Balance 525,000 60,000 67,500 652,500 652,500 1 The Company executed a settlement agreement with a third party for $ 525,000 in 2019. This note requires semi-annual interest payments . At March 31, 2024, 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. At March 31, 2024, the note is in default. 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 of the note. At March 31, 2024, the note is in default. 19 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Note 4 – Notes Payable – Related Parties The Company executed a loan agreement for up to $ 5,000,000 in advances with a Company owned by a stockholder and who is the brother of the Company’s Chief Financial Officer as well as a member of the Board of Directors. The Company also has executed various loans with other stockholders and members of the Board Directors. The notes bear interest ranging from 10 % - 18 %. The notes all have initial one-year (1) dates to maturity All of the notes payable - related parties are in default. With each of these notes, the Company has issued shares of common stock, which have been recognized as a debt discount and amortized over the life of the note. Notes payable – related parties consist of loans from various members of management and the Board of Directors, typically for use as working capital. Related terms were as follows: Schedule of Notes Payable - Related Parties and Related Terms Notes Payable Terms Related Parties Issuance date of notes Various Maturity date 1 year Interest rate 10 % - 18 % Collateral All assets Balance - December 31, 2022 2,805,774 No activity in 2023 - Balance - December 31, 2023 2,805,774 Balance 2,805,774 No activity in the first quarter of 2024 - Balance - March 31, 2024 $ 2,805,774 Balance $ 2,805,774 20 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Note 5 – Convertible Note Payable Convertible note payable and related terms were as follows: Schedule of Convertible Notes Payable and Related Items Convertible Terms Note Payable Issuance dates of note 2017 Maturity date 2019 Interest rate 4.50 % Default interest rate 18.00 % Collateral Unsecured Conversion rate $ 0.08 /share In-Default Balance - December 31, 2022 166,667 166,667 No activity in 2023 - - Balance – December 31, 2023 166,667 166,667 No activity in the first quarter of 2024 - Balance - March 31, 2024 $ 166,667 $ 166,667 This note is in default as of March 31, 2024 and December 31, 2023. 21 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Note 6 – Advances – Related Parties Advances – related parties and related terms were as follows: Schedule of Advances – Related Parties and Related Terms Advances Terms Related Parties Issuance date of advances Prior to 2018 Maturity date Due on Demand Interest rate 0 % Collateral Unsecured Balance - December 31, 2022 3,500 Proceeds - net 31,200 Conversion of stockholder advances to notes payable - related parties (see Note 8) $ ( 3,500 ) Balance - December 31, 2023 31,200 Proceeds 650 Balance - March 31, 2024 31,850 In first quarter 2024, the Company received $ 650 from its Chief Financial Officer for working capital. During 2023, related parties advanced $ 31,700 to the Company and $ 500 was repaid. Additionally, one related party advance in the amount of $ 3,500 was converted to common stock. Note 7 – Commitments Legal Matters On 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 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. Plaintiff 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. On November 8, 2023, the Company was served with a demand for payments under various agreements with the plaintiffs. The Plaintiffs are Richard Halden Randy Moseley, Tunstall Canyon Group, LLC (“Tunstall Canyon”) and Chisos Equity Consultants, LLC (“Chisos”). 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 Richard Halden. The Company has accrued liabilities to Richard 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 22 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Note 8 – Stockholders’ Deficit The Company has one (1) class of stock: Common Stock - 500,000,000 shares authorized - $ 0.0001 par value - Voting at 1 vote per share Equity Transactions for the Three Months Ended March 31, 2024 The Company did not issue any shares during the three months ended March 31, 2024. Notes Payable – Related Parties As of March 31, 2024, the principal amount outstanding we $ 2,805,774 and accrued interest payable was $ 2,137,627 . The total amount payable was $ 4,943,401 Equity Transactions for the Year Ended December 31, 2023 Stock Issued for Cash The Company issued 18,633,333 shares of common stock for $ 265,500 ($ 0.01 - $ 0.02 /share). Stock Issued for Settlement of Liabilities The 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. Issuance of Previously Issuable Shares During 2023, the Company issued 250,000 shares of issuable common stock for $ 5,000 ($ 0.02 /share). These shares were purchased in 2022. 23 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Note 9 – Related Party Transactions Accounts Payable and Accrued Expenses As of March 31, 2024 and December 31, 2023, the amount of accrued interest on related party notes, which is included as part of Accounts Payable and Accrued Expenses – Related Parties on the Consolidated Balance Sheet, is $ 2,137,627 and $ 2,014,163 , respectively As of March 31, 2024 and December 31, 2023, the amount of accrued related party compensation, which is included as a part of Accounts Payable and Accrued Expenses – Related Parties in the Consolidated Balance Sheet is $ 2,610,301 and $ 2,533,301 , respectively. Advances As of March 31, 2024 and December 31, 2023, the amount of advances due to related parties is $ 31,850 and $ 31,200 , respectively (See Note 6). Notes Payable As of March 31, 2024 and December 31, 2023, the amount of notes payable to related parties is $ 2,805,774 (See Note 4). Note 10 – Subsequent Events Subsequent to March 31, 2024, the Company reflects the following: Stock Issued for Cash The Company issued 300,000 shares of common stock for $ 3,000 ($ 0.01 /share). The 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). Resignation of Kent Harer, Acting President Kent Harer, Acting President resigned on July 25, 2024 Key Employees Robert Kevin Jones was named President of the Company. 24 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS The following discussion and analysis of our results of operations and financial condition for the periods ending March 31, 2024 and 2023 should be read in conjunction with our Financial Statements and the notes to those Financial Statements that are included elsewhere in this Form 10-Q 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-Q. 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. Information regarding market and industry statistics contained in this Report is included based on information available to us that we believe is accurate. Much of this general market information is based on industry trade journals, articles and other publications that are not produced for purposes of SEC filings or economic analysis. We have not reviewed nor included data from all possible sources and cannot assure investors of the accuracy or completeness of any such data that is included in this Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of our services. As a result, investors should not place undue reliance on these forward-looking statements, and we do not assume any obligation to update any forward-looking statement. The following discussion and analysis of financial condition, results of operations, liquidity, and capital resources, should be read in conjunction with our Annual Form 10-K filed on July 16, 2024. As discussed in Note 1 to these unaudited consolidated financial statements, our recurring net losses and inability to generate sufficient cash flows to meet our obligations and sustain our operations raise substantial doubt about our ability to continue as a going concern. Management’s plans concerning these matters are also discussed in Note 1 to the unaudited consolidated financial statements. This discussion contains forward-looking statements that involve risks and uncertainties, including information with respect to our plans, intentions and strategies for our businesses. Our actual results may differ materially from those estimated or projected in any of these forward-looking statements. In this Form 10-Q, “we,” “our,” “us,” the “Company” and similar terms in this report, including references to “UMED” and “Greenway” all refer to Greenway Technologies, Inc., and our wholly-owned subsidiary, Greenway Innovative Energy, Inc., unless the context requires otherwise. Overview We are engaged in the research and development of proprietary gas-to-liquids (“ GTL ”) synthesis gas (“ Syngas ”) conversion systems and micro-plants that can be scaled to meet specific gas field production requirements. Our patented and proprietary technologies have been realized in our first commercial G-Reformer TM unit (“ G-Reformer ”), a unique component used to convert natural gas into Syngas, which when combined with a Fischer-Tropsch (“ FT ”) reactor and catalyst, produces fuels including gasoline, diesel, jet fuel, methanol, ns high-value chemicals. We are also actively involved in producing G-Reformers to produce hydrogen. G-Reformer units can be deployed to process a variety of natural gas streams including pipeline gas, associated gas, flared gas, vented gas, coal-bed methane and/or biomass gas. When derived from any of these natural gas sources, the liquid fuels created are incrementally cleaner than conventionally produced oil-based fuels. Our Company’s objective is to become a material direct and licensed producer of renewable GTL synthesized diesel and jet fuels, with a near -term focus on U.S. market opportunities. For more information about our Company, please visit our website located at https://gwtechinc.com/ . 25 Our GTL Technology O n August 2012, we acquired 100% of GIE, pursuant to that certain Purchase Agreement, by and between us and GIE, dated August 29, 2012, and filed as Exhibit 10.5 to this Form 10-K, and incorporated by reference herein (the “ GIE Acquisition Agreement ”). GIE owns patents and trade secrets for proprietary technology to convert natural gas into Syngas. Based on a new, breakthrough process called Fractional Thermal Oxidation™ (“ FTO ”), we believe that the G-Reformer, combined with conventional FT processes, offers an economical and scalable method to converting natural gas to liquid fuels, high-value chemicals, methanol and hydrogen. On February 15, 2013, GIE filed for its first patent on this GTL technology, resulting in the issue of U.S. Patent 8,574,501 B1 on November 5, 2013. On November 4, 2013, GIE filed for a second patent covering other unique aspects of the design and was issued U.S. Patent 8,795,597 B2 on August 5, 2014. The Company has several other pending patent applications, both domestic and international, related to various components and processes relating to our proprietary GTL methods, complementing our existing portfolio of issued patents and pending patent applications. On June 26, 2017, we and the University of Texas at Arlington (“ UTA ”) announced that we had successfully demonstrated our GTL technology at our sponsored Conrad Greer Laboratory at UTA, proving the viability of the science behind the technology. On March 6, 2018, we announced the completion of our first commercial scale G-Reformer, a critical component in what we call the Greer-Wright GTL system. The G-Reformer is the critical component of the Company’s innovative GTL system . A team consisting of individuals from our Company, UTA and our Company’s contracted G-Reformer manufacturer, worked together to test and calibrate the newly built G-Reformer unit. The testing substantiated the units’ Syngas generation capability and demonstrated additional proficiencies within certain proprietary prior prescribed testing metrics. On April 28, 2020, the Company was issued a new U.S. Patent 10,633,594 B1 for syngas generation for gas-to-liquid fuel conversion. The Company has several other pending patent applications, both domestic and international, related to various components and processes involving our proprietary GTL methods, which when granted, will further complement our existing portfolio of issued patents and pending patent applications. On December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with the University of Texas at Arlington (UTA) for all patent applications currently filed with the Patent and Trademark Office relating to GWTI’s natural gas reforming technologies developed under its sponsored research agreement with UTA. On December 15, 2020, the Company announced additional information regarding valuable outputs produced by the company’s proprietary G-Reformer ™ catalyst reactor and Fischer-Tropsch (FT) technology which combine to form the “Greer-Wright” GTL solution. Originally developed to convert natural gas into ultra-clean synthetic fuel, recent research and development activity has shown that the technology can also allow the extraction of high-value chemicals and alcohols. The chemical outputs include n-Hexane, n-Heptane, n-Octane, n-Decane, n-Dodecane, and n-Tridecane. Alcohols produced include ethanol and methanol. The company has identified worldwide industrial demand for these outputs which will significantly improve the economic return on investment (ROI) of GTL plants that are based on GWTI’s technology. GWTI is a development-stage company with plans to commercialize its unique and patented technology. Ultimately, we believe that our proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general. Initial tests have demonstrated that our Company’s solution appears to be superior to legacy technologies, which are more costly, have a larger footprint, and cannot be easily deployed at field sites to process associated gas, stranded gas, coal-bed methane, vented gas, or flared gas. The technology for the G-Reformer is unique, because it permits for transportable (mobile) GTL plants with much smaller footprints, compared to legacy large-scale technologies. Thus, we believe that our technologies and processes will allow for multiple small-scale GTL plants to be built with substantially lower up-front and ongoing costs, resulting in more profitable results for oil and gas operators. 26 GTL Industry –Market GTL converts natural gas – the cleanest-burning fossil fuel – into high-quality liquid products that would otherwise be made from crude oil. These products include transport fuels, motor oils, and the ingredients for everyday necessities like plastics, detergents, and cosmetics. GTL products are colorless, odorless, and contain almost none of the impurities, (e.g., sulphur, aromatics, and nitrogen) that are found in crude oil. Our Company has developed a revolutionary and unique process that converts natural gas of various origins and compositions into a highly pure variety of chemicals, high cetane diesel fuel, industrial grade pure water and electrical energy. GTL technology has existed as a traditional process going back generations. This process consists of two steps. First, natural gas is converted into Synthesis Gas (Syngas) which is a non-naturally occurring blend of Hydrogen and Carbon Monoxide. The front-end part of the GTL process is called “Gas Reformation”. The output of the Gas Reformer is compressed and fed through a secondary process, called Fischer-Tropsch (FT). This secondary process is widely used in many forms in the chemical and oil industries. While FT is a common process, Gas Reformation has been the most difficult step beyond an old and traditional process typically used in refineries. The invention of our software-controlled GTL process fronted by our patented and revolutionary gas reformation unit, the G-Reformer®, makes us the innovator in GTL technology. Our patents are based on scalability, transportability, flexibility and self-sustainment based on a wide variety of input gasses and output mixtures. The Company’s process is made of small sized modularly scalable units which are portable and self-contained unlike other GTL solutions based on Steam Methane reformation. While many companies have tried to scale Steam Methane Reformation down for use in smaller, non-refinery based GTL plants, they have been largely unsuccessful. As a result, we can build self-sufficient GTL plants at virtually any location capable of supplying wellhead or pipeline gas of sufficient ongoing volume. This gives us the ability to eliminate flaring at the source while keeping remote oil fields in production without flaring. The conversion of flaring gas to liquid allows trucks to easily move liquid chemicals, clean diesel fuel, highly clean water and the power grid to move electricity from virtually any location. Our initial ROI studies of the market for high purity chemicals we produce can provide incredibly rapid payback of investments. It should be noted the vast majority of these chemicals produced are made in China. Further, because they originate from a barrel of oil at a refinery, they are much lower in purity. Products created by the GTL process include High Cetane Diesel, Naphtha, Technical Grade Water, and high value, high purity chemicals. The chemicals which would be produced in the GTL plant would be vital to many industries including pharmaceutical, cosmetics, fragrances, adhesives, and others. The vast majority of these chemicals are produced in China. Such dependencies make America captive to shortfalls whether they are manufacturing related or intentional. By making these chemicals in the USA, we reduce that dependency and keep the product, the jobs, and the profits in America. 27 Development of stringent environmental regulations by numerous governments to control pollution and promote cleaner fuel sources is expected to complement industry growth. For example, we believe that U.S. guidelines such as the Petroleum and Natural Gas Regulatory Board Act, 2006, Oilfields (Regulation and Development) Act of 1948, and Oil Industry (Development) Act, 1974 are likely to continue to encourage GTL applications in diverse end-use industries to conserve natural gas and other resources. Under the Clean Air Act (CAA), the EPA sets limits on certain air pollutants, including setting limits on how much can be in the air anywhere in the United States. The Clean Air Act also gives EPA the authority to limit emissions of air pollutants coming from sources like chemical plants, refineries, utilities, and steel mills. Individual states or tribes may have stronger air pollution laws, but they may not have weaker pollution limits than those set by EPA. Because our G-Reformer based GTL plants are not considered refineries, they do not fall under any related current EPA air quality guidelines. More information can be found under the EPA’s New Source Performance Standards which are published under 40 CFR 60. Competition Key industry players include Chevron Corporation; KBR Inc, PetroSA, Qatar Petroleum, Royal Dutch Shell; and Sasol Limited. In terms of global production and consumption, Shell had the largest market share in 2023, with virtually all current production located overseas. Our technology is not designed to compete with the large refinery-size GTL plants operated by such large industry operators. Our plants are designed to be scaled to meet individual gas field production requirements on a distributed and mobile basis. According to a report released in July 2019 by the Global Gas Flaring Reduction Partnership (“GGFRP”), there are currently only 5 small-scale GTL plant technologies that have been proven and are now available for flared gas monetization available in the U.S., including: Greyrock (“Flare to Fuels”); Advantage Midstream (licensing Greyrock technology); EFT (“Flare Buster”); Primus GE and GasTechno (“Methanol in a Box”). We were not a direct part of this study, as we had not received 3rd party certification of our proprietary technology as of the date of this report. However, the GGFRP report mentioned us as follows, “Greenway Technologies announced on July 23 that Mabert LLC, a major investor in Greenway, acquired the whole INFRA plant including an operating license agreement. The purpose of the acquisition is the incorporation and commercial demonstration of Greenway’s ‘G-Reformer’ technology. We will see whether the new team will be able to make the plant with the new reformer operational. (Globe Newswire, Fort Worth, Texas, Aug 31, 2019).” Mining Interests In December 2010, UMED acquired the rights to approximately 1,440 acres of placer mining claims located on Bureau of Land Management (“ BLM ”) land in Mohave County, Arizona (such property, the “ Arizona Property ”), in an Assignment Agreement dated December 27, 2010, and filed as Exhibit 10.31, between Melek Mining, Inc., 4HM Partners, Inc. and the Company, in exchange for 5,066,000 shares of our common stock. Early indications from samples taken and processed by Melek Mining provided reason to believe that the potential recovery value of the metals located on the Arizona Property could be significant, but only actual mining and processing will determine the ultimate value that may be realized from this property holding. While we are not currently conducting mining operations, we are exploring strategic options to partner or sell our interest in the Arizona Property, while we focus on our emerging GTL technology sales and marketing efforts. Employees As of the filing date of this Form 10-Q, we have three (3) employees. One of the employees has no employment agreement and receives no compensation. The other two (2) employees have employment agreements and compensation is accrued pursuant to those agreements. None of our employees are covered by collective bargaining agreements. We consider our employee relations to be satisfactory. 28 Going Concern We remain dependent on both third party and related party sources of funding for continuation of our operations (debt and/or equity based). Our independent registered public accounting firm issued a going concern qualification in their report dated July 16, 2024 and filed with our annual report on Form 10-K, which is included by reference to our Financial Statements and raises substantial doubt about our ability to continue as a going concern. March 31, March 31, Increase 2024 2023 (Decrease) % Change Net loss $ 357,071 $ 483,719 $ (126,648 ) (26.18 )% 1 Net cash used in operations $ 1,782 $ 144,795 $ (143,013 ) (98.77 )% 2 Working capital deficit $ 12,386,382 $ 11,066,295 $ 1,320,087 11.93 % 3 Stockholders’ deficit $ 12,386,382 $ 11,066,295 $ 1,320,087 11.93 % 4 1 – Our net loss decreased by $126,648, primarily due to a decrease in general and administrative expenses of $128,648. Legal expenses decreased by $86,405, mining expenses decreased by $33,287, external accounting fees decreased by $13,500 and stock-based compensation decreased by $20,000. These decreases were partially offset by increases of $31,352 for consulting services. 2- Our net cash used in operations increased primarily due to the net loss decreasing by $126,648 and an increase of $788,370 in accounts payable and accrued expenses – related parties. This was partially offset by a $20,000 decrease related to stock issued for services – related party 3 – The increase in our working capital deficit related to increases in accounts payable and accrued expenses of $506,067, accounts payable, accrued expenses – related parties of $788,370 and advances – related parties of $28,150. 4 – The increase in stockholders’ deficit related to our net loss of $357,071. As of March 31, 2024, we had total liabilities in excess of assets by $12,386,382 and used net cash of $1,782 for our operating activities. This is as compared to the most recent year ended December 31, 2023, when we used net cash of $302,663 for operating activities. These factors raise substantial doubt about our ability to continue as a going concern. The Financial Statements included in our Form 10-Q 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. Our ability to achieve profitability will depend upon our ability to finance, manufacture, and market/operate GTL units. Our growth is dependent on attaining profit from our operations and our raising additional capital either through the sale of our Common Stock or borrowing. There is no assurance that we will be able to raise any equity financing or sell any of our products at a profit. We will be unable to pay our obligations in the normal course of business or service our debt in a timely manner throughout 2024 without raising additional debt or equity capital. There can be no assurance that we will raise additional debt or equity capital. We are currently evaluating strategic alternatives that include (i) raising new equity capital and/or (ii) issuing additional debt instruments. The process is ongoing, lengthy and has inherent costs. There can be no assurance that the exploration of these strategic alternatives will result in any specific action to alleviate our 12-month working capital needs or result in any other transaction. 29 While we are attempting to commence operations and generate revenues, our cash position may not be significant enough to support our daily operations. Management intends to raise additional funds by way of an offering of our securities. Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us to continue as a going concern. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful. Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues. Results of Operations Three-months ended March 31, 2024, compared to the three-months ended March 31, 2023 We had no revenues for our consolidated operations for the quarters ended March 31, 2024 and 2023, respectively. We reported consolidated net losses for the three months ended March 31, 2024 and 2023 of $357,071 and $483,719 respectively. The following table summarizes consolidated operating expenses and other income and expenses for the three months ended March 31, 2024 and 2023 : $ March 31, March 31, Increase 2024 2023 (Decrease) % Change Revenues $ - $ - $ - 0.00 % General and administrative expenses $ 202,338 $ 330,591 $ (128,253 ) (38.80 % ) 1 Interest expense $ 154,733 $ 153,128 $ 1,605 1.05 % 2 1 – General and administrative expenses decreased as follows - legal expenses decreased by $86,405, mining expenses decreased by $33,287, external accounting fees decreased by $13,500 and stock-based compensation decreased by $20,000. These decreases were partially offset by increases of $31,352 for consulting services. 2 – Interest expense increased due to the first quarter of 2024 having one additional day than the first quarter of 2023. Liquidity and Capital Resources We do not currently have sufficient working capital to fund our expected future operations. We cannot assure investors that we will be able to continue our operations without securing additional adequate funding. As of March 31, 2024, we had $0 in cash, total assets of $0, and total liabilities of $12,386,382. Our total accumulated deficit at March 31, 2024 was $38,216,675. 30 Liquidity is the ability of a company to generate adequate amounts of cash to meet all of its financial obligations. The following table provides certain selected balance sheet comparisons between March 31, 2024 and 2023: $ March 31, March 31, Increase 2024 2023 (Decrease) % Change Cash $ - $ - $ - Prepaids and other $ - $ - $ - Total current assets $ - $ - $ - Total assets $ - $ - $ - Accounts payable and accrued expenses $ 3,979,163 $ 3,473,096 $ 506,067 14.57 % 1 Accounts payable and accrued expenses - related party $ 4,747,928 $ 3,959,558 $ 788,370 16.60 % 2 Note payable $ 652,500 $ 657,500 $ (5,000 ) .76 % 3 Notes payable - related parties - net $ 2,805,774 $ 2,805,774 $ - 0.00 % Convertible note payable - net $ 166,667 $ 166,667 $ - 0.00 % Advances - related parties $ 31,850 $ 3,700 $ 28,150 5.71 % 4 Advances - other 2,500 2,500 Total current liabilities $ 12,386,382 $ 11,066,295 $ 1,320,087 8.30 % 5 Total liabilities $ 12,386,382 $ 11,066,295 $ 1,320,087 8.30 % 5 1 and 2 - Lack of cash resources resulted in increasing these liabilities. 3 – This was a $5,000 payment on the loan payable. 4 – Proceeds of $31,850 advanced by Officers and Directors and a repayments of an advance in the amount of $3,700 through issuance of stock in exchange for debt repayment. 5 – See all discussions in #1 - #5. To increase our working capital, we have considered raising additional debt and/or equity based financing from both third parties and related parties. However, terms of these financings may not be favorable to the Company. Cash Flows $ March 31, March 31, Increase 2024 2023 (Decrease) % Change Net cash used in operating activities $ 1,782 $ 144,795 $ (143,013 ) (98.77 )% Net cash used in investing activities $ - $ - $ - 0.00 % Net cash provided by financing activities $ 650 $ 120,200 $ (119,550 ) 99.46 % Operating activities Our net cash used in operations decreased due primarily to a decrease of $126,648 of net loss and an increase of $788,370 in accounts payable and accrued expenses – related parties. Investing activities Net cash used in investing activities for the three months ended March 31, 2024 and 2023 was $0 and $0, respectively. 31 Financing Activities Net cash provided by financing activities was $0 and $120,200 for the three months ended March 31, 2024 and 2023, respectively. In 2023, the Company received proceeds from advances of $200 from its Chief Financial Officer. The Company sold stock for cash for $135,000. The Company repaid $15,000 in outstanding notes payable. Our 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. As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $38,216,675 and $37,859,604 as of March 31, 2024 and December 31, 2023, respectively. Our ability to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on our ability to obtain necessary financing to fund ongoing operations. Seasonality We do not anticipate that our business will be affected by seasonal factors. Commitments Capital Expenditures - none Operational Expenditures Employment Agreements In August 2012, we entered into an employment agreement with our chairman of the board, Ray Wright, as president of Greenway Innovative Energy, Inc., for a term of five years with compensation of $90,000 per year. In September 2014, Wright’s employment agreement was amended to increase such annual pay to $180,000. By its terms, the employment agreement automatically renews each year for successive one-year periods, unless otherwise earlier terminated. During the three-months ended March 31, 2024, the Company paid and/or accrued a total of $45,000 for the period under the terms of the agreement. Effective May 10, 2018, we entered into an employment agreement with Ransom Jones, as Chief Financial Officer. Ransom Jones, as Chief Financial Officer, earns a salary of $120,000 per year. Mr. Jones also serves as the Company’s Secretary and Treasurer. During each year that Mr. Jones’ agreement is in effect, he is entitled to receive a bonus (“Bonus”) equal to at least Thirty-Five Thousand Dollars ($35,000) per year. The Company has accrued $10,000 and $10,000 at March 31, 2024 and December 31, 2023, respectively. For the 3 months ended March 31, 2024, $30,000 was accrued under the employment agreements. Mr. Jones is entitled to participate in the Company’s benefit plans if and when such plans exist. 32 Consulting Agreements None Other Pursuant to the GIE Acquisition Agreement in August 2012, we agreed to: (i) issue an additional 7,500,000 shares of Common Stock when the first portable GTL unit is built and becomes operational, and is capable of producing 2,000 barrels of diesel or jet fuel per day, and (ii) pay a 2% royalty on all gross production sales on each unit placed in production, or one percent (1%) each to the founders and previous owners of GIE. On February 6, 2018, and in connection with a settlement agreement dated April 5, 2018, by and between the Greer Family Trust and us, which is the successor in interest one of the founders and prior owners of GIE, F. Conrad Greer (“ Greer ”), (the “ Trust ”, and such settlement agreement the “ Trust Settlement Agreement ”), we issued 3,000,000 shares of Common Stock and a convertible promissory note for $150,000 to the Trust in exchange for: (i) a termination of the Trust’s right to receive 3,750,000 shares of Common Stock in the future and 1% of the royalties owed to the Trust under the GIE Acquisition Agreement; (ii) the termination of Greer’s then current employment agreement with GIE; and (iii) the Trust’s waiver of any future claims against us for any reason. A copy of the Trust Settlement Agreement and related promissory note dated April 5, 2018, by us in favor of the Trust is filed as Exhibit 10.36 to this Form 10-Q and incorporated by reference herein. As a result of the transactions consummated by the Trust Settlement Agreement, we are committed to issue a reduced number of 3,750,000 shares of Common Stock and 1% of the royalties due on production of our GTL operational units to Ray Wright, the other founder and prior owner of GIE, pursuant to the GIE Acquisition Agreement. Mining Leases We have a minimum commitment during 2024 of approximately $14,400 for our annual lease maintenance fees due to Bureau of Land Management (“ BLM ”) for the Arizona Property, with such payment due by August 31, 2024. There is no actual lease agreement with the BLM, but we file an annual maintenance fee form and pay fees to the BLM to hold our claims. Financing – Three Months Ended March 31, 2024 and the Year Ended December 31, 2023 Related parties Financing to date has been provided by loans, advances from Shareholders and Directors and issuances of our Common Stock in various private placements to accredited investors, related parties and institutions. For the period ended March 31, 2024, we received $650 in related party loans from our Chief Financial Officer, Ransom Jones. For the year ended December 31, 2023, we received $31,500 in related party loans from officers and directors. Third-party financing For the period ended March 31, 2024, we received $0 in debt financing. On various dates throughout the year ended December 31, 2023, the Company issued 21,233,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to a private placement sale to various accredited investors, for $265,500 ($0.01 - $0.02/share). Impact of Inflation While we are subject to general inflationary trends, including for basic manufacturing production materials, our management believes that inflation in and of itself does not have a material effect on our operating results. However, inflation may become a factor in the future. However, 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. 33 Off-Balance Sheet Arrangements None Critical Accounting Policies and Estimates Our 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. We evaluate our long-lived assets for financial impairment on a regular basis in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets , ” which evaluates the recoverability of long-lived assets not held for sale by measuring the carrying amount of the assets against the estimated discounted future cash flows associated with them. At the time such evaluations indicate that the future discounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values. We believe that the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our financial statements. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the three months ended March 31, 2024 and 2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. 34 Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At March 31, 2024 and December 31, 2023, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At March 31, 2024 and December 31, 2023, respectively, the Company did not have any cash in excess of the insured FDIC limit. Use of Estimates The preparation of our Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our Financial Statements and the reported amount of revenue and expenses during the reported period. Actual results could differ materially from the estimates. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of March 31, 2024 and December 31, 2023, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the three months ended March 31, 2024 and 2023, respectively. Research and Development The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $0 and $0 for the three months ended March 31, 2024 and 2023, respectively. Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. 35 The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes or other acceptable binomial methods for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At March 31, 2024 and 2023, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities: March 31, 2024 March 31, 2023 Convertible debt 4,157,888 3,689,400 Warrants - - 4,157,888 3,689,400 Recently Issued Accounting Pronouncements Changes 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. Item 3. Quantitative and Qualitative Disclosures about Market Risk. As a smaller reporting company, as defined by Rule12b-2 of the Securities Exchange Act of 1934 and Item 10(f)(1) of Regulation S-K, we are not required to provide information requested by this item. Item 4. Controls and Procedures. The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 36 Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and our principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. During the quarter ended March 31, 2024, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this evaluation, management has concluded that as of March 31, 2024, our internal controls over financial reporting were ineffective. Also, management has concluded that internal controls over disclosure controls and procedures were ineffective. We have identified at least the following deficiencies, which together constitute a material weakness in our assessment of the effectiveness of internal control over financial reporting as of March 31, 2024: 1. We have inadequate segregation of duties within our cash disbursement control design. 2. During the quarter ended March 31, 2024, 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. Due to the fact these duties were often performed by the same people, a lack of independent review process was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. 3. We 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 five directors, and accordingly we do not yet have a functioning audit committee, as the only otherwise qualified director is not independent. Further, as a publicly traded company, we should strive to have a majority of our board of directors be independent. 37 For the period ending March 31, 2024, Greenway internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and record journal entries and responsibility for the preparation of the financial statement due to the fact these duties were performed often times by the same people, a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. We are continuing the process of remediating our control deficiencies. However, the material weakness in internal control over financial reporting that have been identified will not be remediated until numerous new internal controls are implemented and operate for a period of time, are tested, and we are able to conclude that such internal controls are operating effectively. We cannot provide assurance that these procedures will be successful in identifying material errors that may exist in our Financial Statements. We cannot make assurances that we will not identify additional material weaknesses in our internal control over financial reporting in the future. Our management plans, as capital becomes available to us, to increase the accounting and financial reporting staff and provide future investments in the continuing education and public company accounting training of our accounting and financial professionals. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this quarterly report. Management believes that the material weaknesses set forth above did not have a material effect on our financial results. However, the lack of a functioning audit committee and lack of a majority of independent directors on our board of directors resulting in potentially ineffective oversight in the establishment and monitoring of required internal controls and procedures, can impact our financial statements. Changes in Internal Controls over Financial Reporting There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal control over financial reporting that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 38 PART II – OTHER INFORMATION Item 1. Legal Proceedings. On 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. On October 25, 2023, there was a hearing on Plaintiff’s motion for summary judgement. Plaintiff 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 January 11, 2024 and the court so ordered on the same date. On 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 (“Chisos”). 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 accompanying 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. Item 1A. Risk Factors. Information regarding risk factors appears in Form 10-K Part I, Item 1A, Risk Factors. There have been no material changes from the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2023. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. During the three-months ended March 31, 2024, the Company issued no (zero) shares of Rule 144 restricted common stock. Our unregistered securities were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506(3) of Regulation D promulgated under the Securities Act. Each investor took his/her securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our securities. Our securities were sold only to accredited investors and current shareholders as defined in the Securities Act with whom we had a direct personal, preexisting relationship, and after a thorough discussion. Each certificate contained a restrictive legend as required by the Securities Act. Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer. All of the above described investors who received shares of our common stock were provided with access to our filings with the SEC, including the following: ● The information contained in our annual report on Form 10-K under the Exchange Act. ● The information contained in any reports or documents required to be filed by Greenway Technologies under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above. ● A brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the documents furnished. 39 Our transfer agent is Transfer Online, Inc., whose address is 512 SE Salmon Street, Portland, Oregon 97214, 2nd Floor, telephone number (503) 227-2950. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 3. Defaults Upon Senior Securities. March 31, 2024 In May 2022, the Company issued a note payable for $67,500, with an original issue debt discount of $37,500, resulting in net proceeds of $30,000. The note was due on September 30, 2022 and at March 31, 2024 remains in default. On December 20, 2017, the Company issued a convertible promissory note for $166,667, fully payable by December 20, 2019. This loan is in default for breach of payment. By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and continues at such rate until the default is cured or is paid at term. At March 31, 2024 remains in default. On September 26, 2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd., as part of the consideration for an agreed stipulated judgment, we agreed to provide Southwest a Promissory Note in the amount of $525,000, providing for a three-year term, at 7.7% simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18%, with the principal amount due at maturity. Since the note was issued, two semiannual payments of interest have been paid. The Company was in default of its semiannual interest payment due on February 15, 2021. In May 2021, the Company made the semi-annual interest payment (including late fees) and cured the default. However, the Company again failed to make the required payments and at March 31, 2024 remains in default. On September 14, 2018, the Company entered into a Loan Agreement and a related Security Agreement with Mabert, LLC (“Mabert”). Under the Loan Agreement, up to $5,000,000 of principal may be loaned to the Company. Under the related Security Agreement, Mabert has a security interest in all the assets of the Company. This security interest is supported by a UCC-1 filed on September 28, 2023 and its scheduled lapse date is October 10, 2028. As of March 31, 2024, the principal amount outstanding is $3,624,941 and accrued interest is $2,481,006. The loans were made by 8 individuals, consisting of 25 loans. The interest rate varies from 10% to 18%, depending on the amount loaned. All of the loans made to the Company under this Loan Agreement have maturities of one year. At March 31. 2024, all of these loans are in default. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information. None. Item 6. Exhibits. Exhibit No. Identification of Exhibit 2.1** Combination Agreement executed as of August 18, 2009, between Dynalyst Manufacturing Corporation and Universal Media Corporation, filed as Exhibit 10.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.1** Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on March 13, 2002, filed as Exhibit 3.1 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.2** Articles of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on June 7, 2006, filed as Exhibit 3.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.3** Articles of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on August 28, 2009, changing the corporate name to Universal Media Corporation, filed as Exhibit 3.3 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.4** Articles of Amendment of Articles of Incorporation of Universal Media Corporation filed with the Secretary of State of Texas on March 23, 2011, changing the corporate name to UMED Holdings, Inc., filed as Exhibit 3.4 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.5** Articles of Amendment of Certificate of Formation of UMED Holdings, Inc. filed with the Secretary of State of Texas on June 23, 2017, changing the corporate name to Greenway Technologies, Inc., filed as Exhibit 3.1 to the registrant’s Form 8-K/A on July 20, 2017, Commission File Number 000-55030. 3.6** Bylaws of Dynalyst Manufacturing Corporation, filed as Exhibit 3.5 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.7** Articles of Incorporation of Greenway Innovative Energy, Inc. filed with the Secretary of State of Nevada on July 6, 2012, filed as Exhibit 3.7 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 40 3.8** Bylaws of Greenway Innovative Energy, Inc., filed as Exhibit 3.8 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 3.9** Certificate of Amendment to the Articles of Incorporation approved by the Shareholders at the Special Shareholders Meeting on December 11, 2019 10.2** Purchase Agreement dated as of May 1, 2012, between Universal Media Corporation and Mamaki Tea & Extract, Inc., filed as Exhibit 10.3 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.3** Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Universal Media Corporation and Mamaki of Hawaii, Inc. formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.4 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.4** Second Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Universal Media Corporation and Mamaki of Hawaii, Inc. formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.5 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.5** Purchase Agreement dated August 29th, 2012, between Universal Media Corporation and Greenway Innovative Energy, Inc., filed as Exhibit 10.6 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.6** Purchase Agreement dated as of February 23, 2012, between Rig Support Services, Inc. and UMED Holdings, Inc., filed as Exhibit 10.7 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.7** Asset Purchase Agreement dated as of October 2, 2011, between Jet Regulators, L.C., R/T Jet Tech, L.P. and UMED Holdings, Inc., filed as Exhibit 10.8 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.8** Employee Agreement dated May 27, 2011, between UMED Holdings, Inc. and Kevin Bentley, filed as Exhibit 10.9 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.9** Employee Agreement dated May 27, 2011, between UMED Holdings, Inc. Randy Moseley, filed as Exhibit 10.10 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.10** Employee Agreement dated May 27, 2011, between UMED Holdings, Inc. and Richard Halden, filed as Exhibit 10.11 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.11** Employee Agreement dated August 29, 2012, between UMED Holdings, Inc. and Raymond Wright, filed as Exhibit 10.12 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.12** Employee Agreement dated August 29, 2012, between UMED Holdings, Inc. and Conrad Greer, filed as Exhibit 10.13 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.13** Consulting Agreement dated May 27, 2011, between UMED Holdings, Inc. and Jabez Capital Group, LLC, filed as Exhibit 10.14 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.14** Promissory Note in the amount of $850,000 dated August 17, 2012, executed by Mamaki Tea, Inc. payable to Southwest Capital Funding, Ltd., filed as Exhibit 10.15 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.15** Modification of Note and Liens effective as of October 1, 2012, between Southwest Capital Funding, Ltd. and Mamaki Tea, Inc., filed as Exhibit 10.16 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.16** Second Modification of Note and Liens effective as of December 20, 2012, between Southwest Capital Funding, Ltd., Mamaki Tea, Inc., and Mamaki of Hawaii, Inc., filed as Exhibit 10.17 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.17** Promissory Note in the amount of $150,000 dated August 17, 2012, executed by Mamaki Tea, Inc. payable to Robert R. Romer, filed as Exhibit 10.18 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.18** Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Rig Support Services, Inc. and UMED Holdings, Inc., filed as Exhibit 10.19 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.20** Promissory Note in the amount of $158,000 dated September 18, 2014, executed by UMED Holdings, Inc. payable to Tonaquint, Inc., filed as Exhibit 10.20 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.21** Warrant dated September 18, 2014, for $47,400 worth of UMED Holdings, Inc. shares issued to Tonaquint, Inc., filed as Exhibit 10.21 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030 . 41 10.22** Office Lease Agreement dated October 2015, between UMED Holdings, Inc. and The Atrium Remains the Same, LLC, filed as Exhibit 10.22 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.23** Warrant dated October 31, 2015, for 4,000,000 shares issued to Norman T. Reynolds, Esq, filed as Exhibit 10.23 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.24** Promissory Note in the amount of $36,000 dated March 8, 2016, executed by UMED Holdings, Inc. payable to Peter C. Wilson, filed as Exhibit 10.24 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.25** Convertible Promissory Note in the amount of $224,000 dated May 4, 2016, executed by UMED Holdings, Inc. payable to Tonaquint, Inc., filed as Exhibit 10.25 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.26** Severance and Release Agreement by and between UMED Holdings, Inc. and Randy Moseley dated November 11, 2016, filed as Exhibit 10.26 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.27** Settlement and Mutual Release Agreement dated January 13, 2017, executed by UMED Holdings, Inc. in connection with Cause No. DC-16-004718, in the 193rd District Court, Dallas County, Texas against Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison, filed as Exhibit 10.27 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.28** Warrant dated February 1, 2017, for 2,000,000 shares issued to Richard J. Halden, filed as Exhibit 10.28 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.29** Warrant dated February 1, 2017, for 4,000,000 shares issued to Richard J. Halden, filed as Exhibit 10.29 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.30** Severance and Release Agreement by and between UMED Holdings, Inc. and Richard Halden dated February 1, 2017, filed as Exhibit 10.30 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.31** Assignment Agreement dated December 27, 2010, between Melek Mining, Inc., 4HM Partners, LLC, and UMED Holdings, Inc., filed as Exhibit 10.31 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.32** Consulting Agreement by and between the registrant and Chisos Equity Consultants, LLC, as amended on February 16, 2018, and March 19, 2018, filed as Exhibit 10.1 to the registrant’s Form 8-K, on March 21, 2018, Commission File Number 000-55030. 10.33** Promissory Note in the amount of $100,000 dated November 13, 2017, executed by Greenway Technologies, Inc. payable to Wildcat Consulting Group LLC. 10.34** Subordinated Convertible Promissory Note in the amount of $166,667 dated December 20, 2017, executed by Greenway Technologies, Inc. payable to Tunstall Canyon Group LLC. 10.35** Warrant dated November 30, 2017 for 1,000,000 shares issued to MTG Holdings, LTD. 10.36** Greer Family Trust Promissory Note and Settlement. filed at Exhibit 10.34 to the registrant’s Form 10K on April 5, 2018, Commission File Number 000-55030. 10.37** Warrant dated January 8, 2018 for 4,000,000 shares issued to Kent Harer. 10.38** Settlement agreement by and between Greenway Technologies, Inc. and Tonaquint, Inc. dated April 9, 2018. 10.39** Employment agreement with John Olynick, as President, dated May 10, 2018. 10.40** Employment agreement with Ransom Jones, as Chief Financial Officer, Secretary and Treasurer, dated May 10, 2018. 10.41** Consulting Agreement with Gary L. Ragsdale, Ph.D., P.E. 10.42** Consulting Agreement with John Olynick 10.43** Consulting Agreement with Marl Zoellers 10.44** Consulting Agreement with Paul Alfano dba Alfano Consulting Services 10.45** Consulting Agreement with Peter Hauser 10.46** Consulting Agreement with William Campbell 10.47** Consulting Agreement with Ryan Turner 10.48** Amendment on July 30, 2014 to that certain Employment Agreement with Raymond Wright dated August 29, 2012 10.49** Mabert LLC as Agent Loan Agreement dated September 14, 2018 10.50** Mabert LLC as Agent Security Agreement dated September 14, 2018 10.51** Texas UCC-1 filed by Mabert LLC as Agent on October 11, 2018, ending October 10, 2023. 10.52** Rule 11 Agreement, dated March 6, 2019, pursuant to a 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. 10.53** Employment agreement with Thomas Phillips, as Vice President of Operations, effective date April 1, 2019. 10.54** Settlement Agreement executed on September 26, 2019 with Southwest Capital Funding, Ltd. to resolve all conflicts related to loan guarantees provided for Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison. 42 10.55** 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. 10.56** 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. 10.57** 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. 10.58** Employment agreement with Ryan Turner for Business Development and Investor Relations, dated April 1, 2019. 10.59** 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 . 10.60** 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. 10.61** 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. 10.62** 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. 10.63** 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. 10.64** 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. 10.65** 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. 10.66** 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. 14.1** 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. 31.1* 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. 31.2* 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. 32.1* 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. 32.2* 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. 32.3* Texas UCC Amendment Filing Acknowledgement 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Instance Document 101.CAL Inline XBRL Instance Document 101.DEF Inline XBRL Instance Document 101.LAB Inline XBRL Instance Document 101.PRE Inline XBRL Instance Document 104 Inline XBRL Instance Document * Filed herewith. ** Previously filed. 43 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GREENWAY TECHNOLOGIES, INC. Date: August 7, 2024 By /s/ Robert Kevin Jones Robert Kevin Jones, President By /s/ Ransom Jones Ransom Jones, Chief Financial Officer and Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 44