What changed in this filing

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Item 1A. Risk Factors

2025-03-11 compared with 2024-07-16 · 112 added, 117 removed, 297 unchanged (44% of the section changed)

Risk Factors.

Related to our Business and Operations

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debt or equity capital.

Our ability to raise additional capital is uncertain and dependent upon numerous factors beyond our control including,

Our ability to raise additional capital is uncertain and dependent on numerous factors beyond our control including,

but not limited to, general economic conditions, regulatory factors, reduced retail sales, increased taxation, reductions in consumer

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Important factors affecting our ability to compete successfully include:

current and future direct

sales and marketing efforts by small and large competitors;

rapid and effective development

of new, unique GTL techniques;

new and aggressive pricing

methodologies

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

and effective development of new, unique GTL techniques;

and aggressive pricing methodologies

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

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certain that we will be able to compete successfully in our operations.

the longevity of patents in the United States are limited in duration to 21 years, this should not affect the Company’s long-term

ability to successfully monetize the intellectual property it owns.

own United States Patents Nos.

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

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

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

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

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

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

applications.

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

technology which allows for the conversion of natural gas into synthesis gas.

The newly issued patent extends the methods and details

of generating syngas using the apparatus described in a previously issued patent No.

10,633,594, the company’s third patent.

described in the patent, methane, oxygen, and steam are continuously injected into the combustion section of the apparatus to generate

carbon monoxide along with unreacted methane and steam.

The carbon monoxide, unreacted methane, and steam then enter the catalyst chamber

where these components react to generate syngas.

The pressure inside the reaction vessel is controlled at no higher than 5 psig.

the longevity of patents in the United States are limited in duration to 20 years, this should not affect the Company’s

long-term ability to successfully monetize the intellectual property it owns.

8,574,501 B1 (the “’501 Patent”), issued November 5, 2013, and U.S.

(the “597 Patent”), issued August 5, 2014, covering our GTL conversion technology for the purpose of converting natural

gas to clean synthetic fuels in a small-plant and mobile application.

On April 28, 2020, the Company was granted U.S.

10,633,594 B1 (the “594 Patent”) for syngas generation for gas-to-liquid fuel conversion, and the Company was

Patent 10,907,104 B1 (the “’104 Patent”), U.S.

Patent 11,453,827 B1 (the “’827

Patent”),, and U.S.

Patent 11,608,473 B1 (the “’473 Patent”) in 2021, 2022, and 2023, respectively, which

extend the methods and details of generating syngas using the Company’s proprietary G-Reformer™ technology described in

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

term of each patent under U.S.

law is 21 years.

Accordingly, each of these patents will expire in the years 2034, 2035 and 2041 respectively,

unless they are modified with “improvements to the current art” by us, in which case their useful lives may be extended.

There is no certainty that we will be able to make such improvements to our currently held patents, and they therefore may expire at

their respective terms.

Alternatively, a patent’s term may be shortened if a patent is terminally disclaimed (litigated) over a

commonly owned patent or a patent naming a common inventor has an earlier expiration date.

There is no certainty that we will be able

to successfully defend our patents if such claims are made, and they may expire prior to their respective terms.

law is 20 years from the original filing date.

Accordingly, the aforementioned granted patents will

expire in the years of 2033 and 2038.

These dates cannot be extended.

However, any future applications claiming “improvements

to the current art” made by us will receive new filing dates.

As such, new technologies enhancing and/or building on what is

protected in the aforementioned patents will have anticipated expiration dates on or after 2038.

Still, there is no certainty that

we will be able to make such improvements to our currently held patents, and they therefore may expire at their respective terms.

Further, a patent’s term may be shortened if a patent is litigated, and there is no certainty that we will be able to

successfully defend our patents should such litigation occur .

Moreover, the patents may go abandoned prior to their respective

terms should required maintenance fees not be paid to the USPTO.

are currently dependent on one equipment fabricator, the loss of which could adversely impact our operations.

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

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

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

business is led by our Chairman of the Board of Directors, Raymond Wright, President, Robert Kevin Jones, and our Chief Financial Officer,

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

We use outside consultants

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

We have also contracted with consultants

to provide financial reporting and governance support.

From time-to-time, we have also engaged

consultants to provide financial reporting and governance support.

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

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We use UTA as an external research and development arm for the Company.

If we or UTA were to terminate our relationship for some extenuating

If we or UTA terminated our relationship for some extenuating

circumstances, we might lose access to the scientists most familiar with our unique technology.

There is no assurance that we would be

able to continue to improve on the technology we have developed thus far, potentially slowing down our future commercialization and financing

able to continue to improve the technology we have developed thus far, potentially slowing down our future commercialization and financing

quarterly results may fluctuate substantially and if we fail to meet the expectations of our investors or analysts, our stock price could

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fluctuate from quarter to quarter include:

our limited operating history;

the limited scope of our

sales and marketing efforts;

our ability to attract

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

general economic conditions;

changes in our pricing

capabilities;

our ability to expand our

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

the effectiveness of our

key personnel;

our ability to protect

our proprietary GTL Technology;

new and enhanced products

by us and our competitors;

unanticipated delays or

cost increases with respect to research and development;

extraordinary expenses

such as litigation or other dispute-related settlement payments.

limited operating history;

limited scope of our sales and marketing efforts;

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

economic conditions;

in our pricing capabilities;

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

effectiveness of our key personnel;

ability to protect our proprietary GTL Technology;

and enhanced products by us and our competitors;

unanticipated

delays or cost increases with respect to research and development;

extraordinary

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

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

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oil and natural gas business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure,

abnormally-pressured formations, and environmental hazards such as oil spills, natural gas leaks, ruptures or discharges of toxic gases.

abnormal-pressure formations, and environmental hazards such as oil spills, natural gas leaks, ruptures or discharges of toxic gases.

If any of these events should occur at our joint venture plant location, or at any future customer sites (none exist today), we could

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We continue to seek

out and have discussions with potential gas producer on both a customer and financing basis.

out and have discussions with potential gas producers on both a customer and financing basis.

However, we may not be able to maintain

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further approval by our Shareholders, based upon such factors as our Board of Directors may deem relevant in its sole discretion.

is likely that that we will issue additional securities to pay for services and reduce debt in the future.

Such issuances may lower the

market price of our stock and decrease our ability to raise additional equity funding for working or investment capital as may be needed

at a later time.

is likely that we will issue additional securities to pay for services and reduce debt in the future.

Such issuances may lower the market

price of our stock and decrease our ability to raise additional equity funding for working or investment capital as may be needed at

a later time.

though our shares of Common Stock are publicly traded, an investor’s shares may not be “free-trading” and investors

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have on the prevailing market price.

we fail to remain current in our reporting requirements, we could be removed from the OTCQB marketplace, operated by the OTC Markets

(the “OTCMG”), which would limit the ability of broker-dealers to sell our securities and the ability of Shareholders

to the fact that the Company did not timely file its Form 10-K for the fiscal year ended December 31, 2023 and its Form 10-Q for the

quarterly period ended March 31, 2024, it was removed from the OTCQB marketplace, operated by the OTC Markets Group, Inc.

and placed on OTCMG “Pink Market,”which limits the ability of broker-dealers to sell our securities and the ability of Shareholders

to easily sell their securities in the secondary market.

All of the Company’s filings with the SEC are now current.

trading on the OTCQB must:

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maintain electronic price quotation privileges on the OTCQB.

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

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

and selling process.

Because we failed to remain current in our Exchange Act reporting requirements,

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

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

This platform enables companies to provide current

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

The OTC Pink Sheets is the lowest and most speculative

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

Companies traded on OTC Pink are not held to any particular

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

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

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

This platform enables companies to provide current public

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

The OTC Pink Sheets is a lower and more speculative tier of the

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

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

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

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

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

In addition, trading in OTC Pink Sheet companies requires more paperwork because due the speculative nature of such stocks, the U.S.

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E-Trade and even the new Robinhood, among others, have simply stopped providing brokerage services for Pink Sheet stocks for new customers.

Accordingly, the market for our common stock would be significantly diminished if we were forced to trade on the OTC Pink Sheets market

Accordingly, the Pink Sheet Market’s trading is very thin.

Company is currently in the process of filing Form 211 with the Financial Industry Regulatory Authority (“FINRA”).

The information

required to be filed is voluminous.

After the filing for Form 211, there is no certainty regarding how much time it will require FINRA

to respond to the filing.

OTC Markets has announced the launch of a new market tier.

Effective July 2025, Pink Current will become OTCID,

a basic reporting market requiring companies to meet minimal current information disclosures and provide management certification.

OTCID status requires the Company to submit and application with the OTC and pay certain fees.

The Company plans to file that application

and is confident that the application will be approved.

At the same time, the Company will continue to seek approval from FINRA to return

to the OTCQB, the Company’s historic trading platform.

in the share price for our Common Stock may subject us to securities litigation.

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As of December 31, 2024, we

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

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

our Consolidated Financial Statements.

had $13,026,700 total liabilities, all of which is current.

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

5 of our Consolidated Financial Statements.

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

We must use a substantial

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

capital, capital expenditures, and other general corporate purposes;

Our ability to refinance

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

purposes may be impacted;

Our leverage may be greater

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

current and changing industry and financial market conditions.

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

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

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

or general corporate purposes may be impacted;

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

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

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

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Such patterns include:

Control of the market for

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

Manipulation of prices

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

Boiler room practices involving

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

Excessive and undisclosed

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

The wholesale dumping of

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

inevitable collapse of those prices and with consequential investor losses.

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

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

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

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

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

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

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

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of our business and the price of our Common Stock.

Securities and Exchange Commission - Staff Comments.

and Exchange Commission - Staff Comments.

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

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

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

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

The SEC comments related to

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

In particular, the SEC suggested that it

should be concluded that Disclosure Controls and Procedures are ineffective.

The SEC requested the Company to provide this

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

The Company issued a letter dated September

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

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

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

The SEC comments related to Evaluation

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

In particular, the SEC suggested that it should be concluded

that Disclosure Controls and Procedures are ineffective.

The SEC requested the Company to provide this disclosure in future filings and

the Company has complied with the SEC’s request.

The Company issued a letter dated September 3, 2023 to the SEC stating its intention

to provide adequate disclosure in future filings.

The SEC accepted the letter on September 13, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors