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 September 30, 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. AND SUBSIDIARIES (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: (800) 289-2515 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 November 13, 2024 was 425,847,871 . 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 24 Item 3. Quantitative and Qualitative Disclosures about Market Risk 34 Item 4. Controls and Procedures 35 Part II - Other Information 37 Item 1. Legal Proceedings 37 Item 1A. Risk Factors 37 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 37 Item 3. Defaults Upon Senior Securities 38 Item 4. Mine Safety Disclosures 38 Item 5. Other Information 38 Item 6. Exhibits 38 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 3 Greenway Technologies, Inc. and Subsidiaries Consolidated Balance Sheets September 30, 2024 December 31, 2023 (Unaudited) Assets Current Assets Cash $ 115,434 $ 1,132 Total Current Assets 115,434 1,132 Total Assets $ 115,434 $ 1,132 Liabilities and Stockholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 4,064,985 $ 3,822,338 Accounts payable and accrued expenses - related party 5,153,415 4,549,464 Accounts payable and accrued expenses 5,153,415 4,549,464 Note 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 100 31,200 Advances - others 2,500 2,500 Advances 2,500 2,500 Total Current Liabilities 12,845,941 12,030,443 Commitments and Contingencies (Note 7) - - Stockholders’ Deficit Common stock - $ 0.0001 par value, 500,000,000 shares authorized and 424,247,871 and 403,844,204 shares issued and outstanding, respectively 42,426 40,385 Additional paid-in capital 26,189,297 25,789,908 Accumulated deficit ( 38,962,230 ) ( 37,859,604 ) Total Stockholders’ Deficit ( 12,730,507 ) ( 12,029,311 ) Total Liabilities and Stockholders’ Deficit $ 115,434 $ 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 2024 2023 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Operating expenses General and administrative expenses $ 214,589 $ 181,909 $ 614,537 $ 720,077 Research and development 25,000 - 25,000 - Total operating expenses 239,589 181,909 639,537 720,077 Loss from operations ( 239,589 ) ( 181,909 ) ( 639,537 ) ( 720,077 ) Other income (expense) Interest expense ( 156,174 ) ( 156,174 ) ( 463,089 ) ( 463,870 ) Total other income (expense) - net ( 156,174 ) ( 156,174 ) ( 463,089 ) ( 463,870 ) Net loss $ ( 395,763 ) $ ( 338,083 ) $ ( 1,102,626 ) $ ( 1,183,947 ) Loss per share - basic and diluted $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) Weighted average number of shares - basic and diluted 415,233,666 401,586,595 408,566,920 395,685,474 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 and Nine Months Ended September 30, 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 ) Stock issued for cash 300,000 30 2,970 - - 3,000 Stock issued in exchange for debt – related party 2,395,334 240 35,690 - - 35,930 Net loss - - - - ( 349,792 ) ( 349,792 ) June 30, 2024 406,539,538 40,655 25,828,568 - ( 38,566,467 ) ( 12,697,244 ) Stock issued for cash 17,708,333 1,771 360,729 - - 362,500 Net loss - - - - ( 395,763 ) ( 395,763 ) September 30, 2024 424,247,871 $ 42,426 $ 26,189,297 - $ ( 38,962,230 ) $ ( 12,730,507 ) 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 and Nine Months Ended September 30, 2023 (Unaudited) Shares Amount Capital Issued Deficit Deficit Common Stock Additional Paid-in Common 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 ) Issuance of previously issuable shares 250,000 25 4,975 ( 5,000 ) - - Stock issued in exchange for debt – 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 ) ( 483,179 ) March 31, 2023 391,610,871 39,162 25,657,131 - ( 36,762,588 ) ( 11,066,295 ) Stock issued for cash 9,133,333 913 102,087 - - 103,000 Net loss - - - - ( 362,145 ) ( 362,145 ) June 30, 2023 400,744,204 40,075 25,759,218 - ( 37,124,733 ) ( 11,325,440 ) Balance, value 400,744,204 40,075 25,759,218 - ( 37,124,733 ) ( 11,325,440 ) Stock issued for cash 2,750,000 275 27,225 - - 27,500 Stock issued in exchange for debt – related party 350,000 35 3,465 - - 3,500 Net loss - - - - ( 338,083 ) ( 338,083 ) September 30, 2023 403,844,204 $ 40,385 $ 25,789,908 - $ ( 37,462,816 ) $ ( 11,632,523 ) Balance, value 403,844,204 $ 40,385 $ 25,789,908 - $ ( 37,462,816 ) $ ( 11,632,523 ) 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 Nine Months Ended September 30, 2024 2023 Operating activities Net loss $ ( 1,102,626 ) $ ( 1,183,947 ) Changes in operating assets and liabilities (Increase) decrease in Prepaids and other - 2,947 Increase (decrease) in Accounts payable and accrued expenses 242,647 341,003 Accounts payable and accrued expenses - related party 603,951 571,192 Net cash used in operating activities ( 256,028 ) ( 268,805 ) Financing investing Proceeds from advances - related parties 7,116 500 Repayments of advances - related parties ( 2,286 ) ( 500 ) Repayments on notes payable - ( 20,000 ) Proceeds from stock issued for cash 365,500 265,500 Net cash provided by financing activities 370,330 245,500 Net increase (decrease) in cash 114,302 ( 23,305 ) Cash - beginning of period 1,132 24,595 Cash - end of period $ 115,434 $ 1,290 Supplemental disclosure of cash flow information Cash paid for interest 10,000 - Cash paid for income tax - - Supplemental disclosure of non-cash investing and financing activities Shares issued for settlement of liability – related party $ 35,930 $ 23,500 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 SEPTEMBER 30, 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, and 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. Liquidity, Going Concern and Management’s Plans These unaudited 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 unaudited consolidated financial statements, for the nine months ended September 30, 2024, the Company had: ● Net loss of $ 1,102,626 ; and ● Net cash used in operations was $ 256,028 Additionally, at September 30, 2024, the Company had: ● Accumulated deficit of $ 38,962,230 ● Stockholders’ deficit of $ 12,730,507 ; and ● Working capital deficit of $ 12,730,507 The Company has cash on hand of $ 115,434 at September 30, 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 financial statements are issued. The 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. 9 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) Management’s strategic plans include the following: ● Execute business operations more fully during the year ended December 31, 2024. During 2024, the Company plans have secured contracts to manufacture G-Reformers, which will result in commercializing the Company’s technology. ● Explore and execute prospective strategic and partnership opportunities. Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on July 16, 2024. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. 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 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. 10 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) 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 nine months ended September 30, 2024 and 2023, respectively, include valuation of stock-based compensation, uncertain tax positions and the valuation allowance on deferred tax assets. 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 pay 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 non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs, when available 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. 11 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) 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 its 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. At September 30, 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 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 September 30, 2024. As of September 30, 2024 and December 31, 2023, there were no assets within OPMGE. Accordingly, the Company’s receivable with this entity is fully reserved for as of September 30, 2024 and December 31, 2023. 12 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) 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 September 30, 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 September 30, 2024 and December 31, 2023, the Company did no t have any cash in excess of the insured FDIC limit. 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. 13 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) 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. 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 September 30, 2024 and December 31, 2023, the Company had no derivative liabilities. 14 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) 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 September 30, 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 nine months ended September 30, 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 $ 25,000 and $ 0 for the nine months ended September 30, 2024 and 2023, respectively. The cash was paid to The University of Texas at Arlington for services rendered in connection with advancing the Company’s technology toward commercialization. 15 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) Stock-Based Compensation The Company accounts for its 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 its 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 use the Black-Scholes or other acceptable binomial 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 mode or other acceptable binomial models: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option 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 option pricing model or other acceptable binomial 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. 16 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AND SUBSIDIARIES SEPTEMBER 30, 2024 (UNAUDITED) 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 September 30, 2024 and 2023, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities September 30, 2024 September 30, 2023 Convertible debt 4,345,900 3,969,875 Total 4,345,900 3,969,875 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. 17 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) Recent Accounting Standards Changes to accounting principles are established by the FASB 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 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. 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 Total 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 18.00 % 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 - September 30, 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 September 30, 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 September 30, 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 September 30, 2024, the note is in default. 18 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 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 and are all in default. Typically, 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. 19 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) 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 Various Interest rate 10 % - 18 % Collateral All assets Balance - December 31, 2023 $ 2,805,774 Balance $ 2,805,774 No activity in 2024 - Balance September 30, 2024 $ 2,805,774 Balance $ 2,805,774 As of September 28, 2023, Mabert, LLC filed a UCC financing statement amendment, which continued the security interests of Mabert, LLC on the assets of the Company to October 10, 2028, as provided under applicable Texas law. 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 Equivalent common shares 4,345,900 In-Default Balance - December 31, 2022 $ 166,667 $ 166,667 No activity in 2023 - - Balance – December 31, 2023 $ 166,667 $ 166,667 No activity through September 30, 2024 - - Balance, September 30, 2024 166,667 166,667 20 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) Note 6 – Advances – Related Parties Advances – related parties and related terms were as follows: The advances were made to pay certain operating expenses. The advances were non-interest bearing, were not collateralized and had no repayment terms. Schedule of Advances - Related Parties Balance December 31, 2022 $ 3,500 Proceeds - net 31,200 Conversion of stockholder advances to common stock – related parties (see Note 8) ( 3,500 ) Balance December 31, 2023 $ 31,200 Beginning balance $ 31,200 Proceeds 7,116 Conversion of stockholder advances to common stock – related parties (see Note 8) ( 35,930 ) Repayment of stockholder advances – related party by cash payment ( 2,286 ) Balance, September 30, 2024 100 Ending balance 100 In the first quarter of 2024, the Company received $ 650 , in the second quarter $ 1,586 and in the third quarter $ 100 from its Chief Financial Officer for working capital. $ 2,286 was repaid in cash to the Chief Financial Officer, leaving a balance of $ 100 payable to the Chief Financial Officer at September 30, 2024. During the second quarter 2024, the then Acting President paid $ 2,700 and a Director paid $ 2,730 , respectively, directly to a vendor on behalf of the Company. In the second quarter 2024, those advances, including outstanding balance of $ 30,500 were converted from Advances – Related Parties to common stock. 21 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) Note 7 – Commitments and Contingencies On September 7, 2021, the Company was served with a demand for mediation and potential arbitration by Gregory Sanders, 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 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 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 court has set a trial date for November 24, 2024. 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 Nine Months Ended September 30, 2024 Stock Issued for Cash The Company issued 18,008,333 shares of common stock for $ 365,500 ($ 0.01 - $ .03 /share). 22 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) Equity Transactions for the Year Ended December 31, 2023 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. Note 9 - Related Party Transactions Accounts Payable and Accrued Expenses As of September 30, 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 $ 2,375,913 and $ 2,014,163 , respectively. As of September 30,2024, 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 $ 2,777,502 and $ 2,535,302 , respectively. Advances As of September 30, 2024 and December 31, 2023, the amount of advances due to related parties is $ 100 and $ 31,200 , respectively (See Note 6). Notes Payable As of September 30, 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 September 30, 2024, the Company reflects the following: Stock Issued for Cash The Company issued 1,600,000 shares of common stock for $ 32,000 ($ .02 /share). Litigation 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 court set an original trial date for November 25, 2024. The Plaintiffs and the Company have filed an Agreed Motion For Continuance, requesting the Court to reset the trial of this case for a future date no sooner than 150 days from the current trial setting of November 25, 2024. The Court has not yet ruled on this Motion. 23 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 September 30, 2024 and 2023 should be read in conjunction with our consolidated 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 and methanol. 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/ . 24 Our GTL Technology In 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, and incorporated by reference herein (the “ GIE Acquisition Agreement ”). GIE owns patents and trade secrets for a 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 fuel. 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 July 23, 2019, we announced that Mabert LLC, a Texas limited liability company (“ Mabert ”), 100% owned by Kevin Jones, acquired INFRA Technology Group’s U.S. GTL plant and technology located in Wharton, Texas (the “ Wharton Plan t”). Mabert purchased the entire 5.2-acre site, plant and equipment, including INFRA’s proprietary FT reactor system and operating license agreement. On August 29, 2019, to further facilitate the commercialization process, we announced that Greenway entered into a joint venture with OPM Green Energy, LLC, a Texas limited liability company (“ OPMGE ”), for a 42.857% ownership interest in OPMGE. In exchange for its 42.857% ownership of OPMGE, Greenway agreed to contribute a G-Reformer to the entity. The other members of OPMGE are Mabert, which owns 42.857% and Tom Phillips, our former Vice President of Operations for GIE, who owns 14.286%. Additionally, OPMGE entered a LEASE AGREEMENT with Mabert whereby OPMGE leased the Wharton Plant from Mabert. Our involvement in OPMGE was intended to facilitate third-party certification of our G-Reformer and related equipment and technology. In addition, we anticipated that OPMGE’s operations would demonstrate that the G-Reformer is a commercially viable technology for producing Syngas and marketable fuel products. As the first operating GTL plant to use our proprietary reforming technology and equipment, the Wharton Plant was initially expected to yield a minimum of 75 - 100 barrels per day of gasoline and diesel fuels from converted natural gas. 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. Under the LEASE AGREEMENT between Mabert and OPMGE, OPMGE was required to pay rent and to pay the following expenses relating to the operation of the Wharton Plant: ● Utilities ● Trash removal and lawn maintenance ● Taxes ● Insurance ● Maintenance, Repairs or Alterations The lease stated that this transaction was a “Triple Net Lease.” If OPMG did not pay rent or the other expenses outlined above, it represented Events of Default, which allowed Mabert the right to terminate the lease. Based on the Events of Default that occurred, Mabert exercised its right to terminate the lease. 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. 25 On December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with 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. 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 dependency makes 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. 26 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 2021, 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) full-time employees. One of these employees does not have an employment agreement and receives no compensation. The other two (2) employees have employment agreements. Payment under the employment agreements are paid from time-to-time, when the Company has sufficient funding. None of our employees are covered by collective bargaining agreements. We consider our employee relations to be satisfactory. Going Concern We remain dependent on outside sources of funding for continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in its report dated July 16, 2024 and filed with our annual report on Form 10-K, which is included by reference to our consolidated Financial Statements and raises substantial doubt about our ability to continue as a going concern. September 30, 2024 September 30, 2023 Increase (Decrease) Percent Change Net loss $ (1,102,626 ) $ (1,183,947 ) (81,321 ) (6.87 )%1 Net cash used in operations $ (256,028 ) $ (268,805 ) (12,777 ) (4.75 )%2 Negative working capital $ (12,730,507 ) $ (12,029,311 ) 701,196 5.82 %3 Stockholders’ deficit $ (12,730,507 ) $ (12,029,311 ) 701,196 5.82 %4 1 – Our net loss decreased by $81,321, due to a decrease in total operating expenses of $80,540. The decrease was related primarily to a decrease in legal expenses of $107,772, a decrease in expenses on mining leases of $34,093, a decrease of $15,000 in SEC filing and compliance expense and a decrease in professional fees of $23,500 due to the fact that the Company did not contract with a third-party consultant to assist with the preparation of SEC filings. These decreases were offset by increases of $55,976 of consulting fees and $8,400 for our stock quoting service. 2- Our net cash used in operations decreased due to a decrease in net loss of $81,321, a decrease in accounts payable and accrued expenses of $98,356 and an increase in accounts payable and accrued expenses – related party of $32,759. 27 3 – The increase in our working capital deficit resulted primarily from an increase in accounts payable and accrued expenses of $242,647 and increase accounts payable and accrued expenses – related parties of $603,951. 4 – The increase in stockholders’ deficit is related to our increase in net loss. As of September 30, 2024, we had total liabilities in excess of assets by $12,730,507 and used net cash of $256,028 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. 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 September 30, 2024, compared to the three-months ended September 30, 2023 . We had no revenues for our consolidated operations for the quarters ended September 30, 2024 and 2023, respectively. We reported consolidated net losses for the three months ended September 30, 2024 and 2023 of $395,763 and $338,083, respectively. The following table summarizes consolidated operating expenses and other income and expenses for the three months ended September 30, 2024 and 2023 : September 30, 2024 September 30, 2023 Increase (Decrease) Percent Change Revenues $ - $ - General and administrative expenses $ 214,589 $ 181,909 32,680 18.00 %1 Interest expense $ 156,174 $ 156,174 - - % Research and development 25,000 - 25,000 100.00 %2 Operating Expenses. 1 - General and Administrative Expenses . During the three-months ended September 30, 2024, general and administrative expenses increased by $32,680, as compared to $181,909 for the prior year three-months ended September 30, 2023. The increase was primarily due to an increase in consulting fees of $18,140. 2 - Research & Development Expenses . During the three-months ended September 30, 2024, research and development expenses increased from -0- for the three-months ended September 30, 2023 to $25,000 for the three-months ended September 30, 2024. 28 Nine-months ended September 30, 2024, compared to nine-months ended September 30, 2023 . We had no revenues for our consolidated operations for the nine-month periods ended September 30, 2024 and 2023. We reported consolidated net losses for the nine months ended September 30, 2024 and 2023 of $1,102.626 and $1,183,947, respectively. The following table summarizes consolidated operating expenses and other income and expenses for the three months ended September 30, 2024 and 2023 : September 30, 2024 September 30, 2023 Increase (Decrease) Percent Change Revenues $ - $ - - - General and administrative expenses $ 614,537 $ 720,077 (105,540 ) (14.70 )%1 Interest expense $ 463,089 $ 463,870 (781) (.20 )% Research and development $ 25,000 $ - 1,097,984 100.00 %2 1 – General and administrative expenses – The decrease is related primarily to a decrease in legal expenses of $107,772, a decrease in mining expenses of $34,093 and a decrease in SEC filing fees and expenses of $15,000. 2 – Research and development – The increase is related to resuming payments to The University of Texas at Arlington. 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 September 30, 2024, we had $115,434 in cash, total assets of $115,434, and total liabilities of $12,845,941. Our total accumulated deficit at September 30, 2024 was $38,962,230. 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 September 30, 2024 and 2023: September 30, 2024 September 30, 2023 Increase (Decrease) % Change Cash $ 115,434 $ 1,290 $ 114,144 8,848.37. % 1 Total current assets $ 115,434 $ 1,290 $ 114,144 8,848.37 % Total assets $ 115,434 $ 1,290 $ 114,144 8,848.37 % Accounts payable and accrued expenses $ 4,064,985 $ 3,658,228 $ 406,758 11.12 % 2 Accounts payable and accrued expenses - related party $ 5,153,415 $ 4,350,644 $ 802,771 18.45 % 2 Note payable $ 652,500 $ 652,500 $ - 0.00 % 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 $ 100 $ - $ 100 100.00 % Advances - other $ 2,500 - 2,500 100.00 % Total current liabilities $ 12,845,941 $ 11,633,813 $ 1,212,129 10.42 % 3 Total liabilities $ 12,845,941 $ 11,633,813 $ 1,212,129 10.421 - 1 % 3 1 – Cash decreased due to the fact that an additional $100,000 of cash was raised through the sale of common stock in the nine-month period ended September 30, 2024 than the nine-month period ended September 30, 2023.Additionally, accounts payable and accrued expenses – related party increased by $603,950 in the nine-month period ending September 30, 2024 compared to an increase of $571,192 in the nine-month period ended September 30, 2023 This was offset by an increase of $248,079 of accounts payable and accrued expenses compared to an increase of $341,003 in the nine-month period ended September 30, 2023. 2 – Accounts payable and accrued expenses and accounts payable and accrued expenses– related parties increased because the Company accrued more expenses than it paid on those liabilities. 3 – See all discussions in #1- #2. 29 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 September 30, 2024 September 30, 2023 $ Increase (Decrease) % Change Net cash used in operating activities $ (256,028 ) $ (268,805 ) $ (12,777 ) (4.75 )% Net cash provided by financing activities $ 370,330 $ 245,500 124,830 50.85 % Operating activities Our net cash used in operations increased primarily due to a decrease in our net loss of $81,321, a decrease in accounts payable and accrued expenses of $98,356 and an increase in accounts payable and accrued expenses – related parties of $32,759. Investing activities Net cash used in investing activities for the nine-months periods ending September 30, 2024 and 2023 was $0 and $0, respectively. Financing Activities Net cash provided by financing activities was $370,4330 and $245,500 for the nine months ended September 30, 2024 and 2023, respectively, in 2024, the Company sold stock for cash for $365,500. The Company issued shares of stock to related parties in the amount of $35,930 in repayment of advances – related parties. In 2024, the Company received advances from related parties of $7,116. For the nine months ended September 30, 2024, the Company received $1,686 of advances – related party from its Chief Financial Officer, Ransom Jones, of which $1,586 was fully repaid in the quarter ended September 30, 2023 . Additionally, the Chief Financial Officer was paid $700 representing the balance due to him at December 31, 2023. At September 30, 2024, the amount due to the Chief Financial Officer was $100. For the nine months ended September 30, 2024, the Company issued 18,008,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors, for ($0.01 - $0.03/share). 30 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 $38,962,230 and $37,462,816 as of September 30, 2024 and September 30, 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. Employment Agreements I n 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 nine months ended September 30, 2024 and September 30, 2023, the Company accrued $135,000 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. During the nine months ended September 30, 2024 and 2023, the Company accrued $125,000 for each year, under the terms of the agreement. Mr. Jones is entitled to participate in the Company’s benefit plans if and when such plans exist. 31 Consulting Agreements On an ongoing basis, the Company utilizes the services of a variety of external consultants. There are Agreements in effect with 5 of the consultants. 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. That payment was made prior to 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 – Nine Months Ended September 30, 2024 and the Year Ended December 31, 2023 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. Related parties For the period ended September 30, 2024, the Company issued 2,395,334 shares of Rule 144 restricted CommonStock, par value $.0001 per share to two related parties in settlement of debt in the amount of $35,930. In 2024, the Company received advances from related parties of $7,116. For the nine months ended September 30, 2024, the Company received $1,686 of advances – related party from its Chief Financial Officer, Ransom Jones, of which $1,585 was fully repaid in the quarter ended September 30, 2023 . The other $5,430 was received from 2 other related parties and was settled with the issuance of stock, as discussed above. Third-party financing For the period ended September 30, 2024, we received $0 in debt financing On various dates throughout the nine months ended September 30, 2024, the Company issued 18,008,333 shares of Rule 144 restricted Common Stock to 17 parties, par value $.0001 per share for $365,500, ($.01 - $.03/ share). 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 private placement sales to various accredited investors, for $265,500 ($0.01 - $0.02/share). 32 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. While the COVID-19 virus may run its human course in the near term, we believe (as many others in the U.S. government and media believe), that the economic impacts will be long lasting and for all practical matters, remain largely unknown at this time. 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 above 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 nine months ended September 30, 2024 and 2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. 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 September 30, 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 September 30, 2024 and December 31, 2023, respectively, the Company did not have any cash in excess of the insured FDIC limit. 33 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 September 30, 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 nine months ended September 30, 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 $25,000 and $0 for the nine months ended September 30, 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 use the Black-Scholes or other acceptable binomial 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 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 September 30, 2024 and 2023, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities: September 30, 2024 September 30, 2023 Convertible debt 4,345,900 3,969,875 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. 34 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. Based on an evaluation performed by the principal executive officer and the principal finance officer, the disclosure controls and procedures were not effective. 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, do 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. In September 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 controls of the operational effectiveness of our internal control over financial reporting. Based on this evaluation, management has concluded that, as of September 30, 2024, our internal controls over financial reporting were ineffective. Also, based on the evaluation described in the prior paragraph, management has concluded that, as of September 30, 2024, our 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 September 30, 2024: 1. We have inadequate segregation of duties within our cash disbursement control design. 2. During the quarter ended September 30, 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 person, 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. 35 For the period ending September 30, 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 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 September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 36 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, 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 2022. 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 day. 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 court set an original trial date for November 25, 2024. The Plaintiffs and the Company have filed an Agreed Motion For Continuance, requesting the Court to reset the trial of this case for a future date no sooner than 150 days from the current trial setting of November 25, 2024. The Court has not yet ruled on this Motion. Item 1A. Risk Factors. Information regarding risk factors appears in the 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 nine-month period ended September 30, 2024, the Company issued 20,403,667 shares of Rule 144 restricted Common Stock as follows: 300,000 shares of common stock for cash in private placements at $.01/share for $3,000 17,708,333 shares of common stock for cash in private placements ($0.01 - $0.03/share) for $362,500 2,395,334 shares of common stock in exchange for debt settlement at $.015 per share for total debt settlement of $35,930. 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. 37 Our transfer agent is: Transfer Online, Inc., whose address is 512 SE Salmon Street, 2nd Floor, Portland, Oregon 97214, telephone number (503) 227-2950. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 3. Defaults Upon Senior Securities September 30, 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 September 30, 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 September 30, 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 September 30, 2024 and the loan remains 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. 38 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 . 39 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. 40 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. 41 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: November 13, 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. 42