What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-11 compared with 2024-07-16 · 168 added, 184 removed, 270 unchanged (57% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations.

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

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

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

Our discussion

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

objectives, expectations and intentions.

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

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

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

elsewhere in this Form 10-K.

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

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

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

similar expressions to identify forward-looking statements.

following discussion and analysis of our results of operations and financial condition for the fiscal years ended December 31, 2024 and

2023 should be read in conjunction with our Financial Statements and the notes to those Consolidated Financial Statements that are included

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

Our discussion includes forward-looking

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

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

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

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

We use words such as “anticipate,”

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

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

and similar expressions to identify forward-looking statements.

Although we believe the expectations expressed in these forward-looking

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

materially from those discussed in these statements.

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

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

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

from those discussed in these statements.

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

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

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

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gas - all markets the Company seeks to service.

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.

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.

2020, the Company has received several U.S.

Patents (the ‘594 Patent, ‘104 Patent, ‘827 Patent, and ‘473 Patent)

pertaining to syngas generation for gas-to-liquid fuel conversion.

In addition, 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.

December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with the University of Texas at Arlington (UTA)

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developed under its sponsored research agreement with UTA.

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.

During 2024, the Company paid UTA $50,000 under an SRA for the period from July 1, 2024 through June 30, 2025.

As described in the ‘594 Patent,

‘104 Patent, ‘827 Patent, and ‘473 Patent, methane, oxygen, and steam are continuously injected into the combustion

section of the Company’s proprietary G-Reformer™ reactor 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.

pressure and temperature inside the reaction vessel is controlled to create a favorable environment for synthetic gas generation.

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.

Recent research and development activity have shown that the technology can also allow the

extraction of high-value chemicals and alcohols.

The potential high-value chemical outputs include n-Hexane, n-Heptane, n-Octane,

n-Decane, n-Dodecane, and n-Tridecane, and the 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 continue its unique and patented technology.

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.

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 continue its unique and patented

The Company believes its technologies and processes will allow for multiple small-scale GTL plants to be built with substantially lower

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strategic options to partner or sell its interest in this acreage, while it focuses on its emerging GTL technology sales and marketing

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

Our independent registered public

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

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

cash used in operations

capital deficit

Stockholders’

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

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

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

gain on debt settlements in 2023.

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

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

related parties by $62,098.

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

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

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

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

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

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

Our independent registered

public accounting firm issued a going concern qualification in their report dated March 11, 2025 , which is included with our consolidated

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

Net cash used in operations

Working capital deficit

Stockholders’ deficit

– Our net loss in 2024 compared to 2023 decreased primarily due to the net effect of reductions in legal expenses of $161,731,

mining lease expense of $34,093, professional fees of $23,500 and stock quoting service of $6,600.

These reductions in expenses were

offset by an increase in research and development expense of $50,000.

– Our net cash used in operations increased by $141,560 in 2024 compared to 2023.

The change was primarily due to a decrease

of $67,167 of net loss and decreases of accounts payable and accrued expenses of $161,015 and accounts payable and accrued expenses –

related parties of $44,653.

– The increase in working capital deficit of $997,138 from 2023 to 2024 primarily relates to increases in accounts payable

and accrued expenses of $344,098, increased accounts payable and accrued expenses – related parties of $683,359 These were offset

by an increase of cash of $19,007 and a decrease in advances – related parties of $31,200.

– The increase in Stockholders’ deficit from 2023 to 2024 results from the net effect of 2024 net loss of $1,513,568

offset by issuances of common stock of $536,430, which decreased the stockholders’ deficit.

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

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

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

continue in existence.

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

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

profitable operations.

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

in the future.

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

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

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

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

However, there

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

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

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.

on attaining profit from our operations and raising additional capital either through the sale of our Common Stock or borrowing.

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 2025 without raising additional debt

or equity capital.

There can be no assurance that we will raise additional debt or equity capital.

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will result in any specific action to alleviate our 12-month working capital needs or result in any other transaction.

we are attempting to commence operations and generate revenues, our cash position may not be significant enough to support our daily

we are attempting to commence operations and generate revenues, our cash position may not be sufficiently significant 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

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.

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.

of Operations

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following table summarizes consolidated operating expenses and other income and expenses for the years ended December 31, 2024 and December

General and administrative

General and administrative expenses

Research and development

Interest expense

Amortization of debt discount

Gain on debt settlement

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

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

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

mining leases of $48,493.

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

R&D related activities.

– The increase is based on higher interest rates.

– There was no amortization of debt discount in 2023.

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

operating expenses decreased by $17,818 from $960,692 in 2023 to $894,305 in 2024.

–The decrease resulted primarily due to the net effect of reductions in legal expenses of $161,731, mining lease expense of

$34,093, professional fees of $23,500 and stock quoting service of $6,600.

These reductions were offset by an increase in consulting fees of $87,089.

– The increase of $50,000 was related having an increase in liquidity from sales of Common Stock, which allowed for additional

spending on R&D.

– The increase is negligible.

Loss and Net Loss per Share

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

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

period ended in 2022.

consolidated net loss decreased by $67,167 to $1,513,568 ($0.00) - basic and diluted earnings share for the year ended December 31, 2024,

as compared to a net loss of $1,580,735 ($0.00), for the same period ended in 2023.

weighted-average number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 413,126,039

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Total current assets

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Notes payable - related parties - net

Convertible note payable - net

Accounts payable and accrued

expenses - related party

Notes payable - related parties

Convertible note payable -

Advances - related parties

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Total liabilities

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

- Cash increased in 2024 due to proceeds from the sale of Common Stock exceeding cash disbursed.

– The prepaid of $112 at December 31, 2024 represented prepaid legal fees.

The amount was applied in 2023 against legal fee

- See discussion regarding cash resources in #1 above.

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

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

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

– See discussions in 4, 5 and 6.

– Accounts payable and accrued expenses and accounts payable and accrued expenses - related party increased due to the fact

that amounts accrued were greater than amounts paid in satisfaction of the liabilities.

– In 2024, Advances – related parties were settled by the issuance of Common Stock and cash payments.

– See discussions in #4 and #5 above.

Net cash used in operating activities

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Net cash provided by financing activities

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

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

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

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

and accrued expenses – related parties during 2023.

net cash used in operations in 2024 was greater than 2023.

The increase was primarily due to an decrease of $67,167 of net loss and decreases

of accounts payable and accrued expenses of $161,015 and accounts payable and accrued expenses – related parties of $44,653.

cash used in investing activities for the year ending December 31, 2024 and 2023 was $0.

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of advances – related parties - $2,386

of advances – others – $2,500

on notes payable - $20,000

from stock issued for cash - $458,500

Repayments of advances – related parties - $500

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

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Expenditures - none

August 2012, we entered into an employment agreement with Raymond Wright, for the position of president of GIE, for a term of five years

with compensation of $90,000 per year.

August 2012, we entered into an employment agreement with Raymond Wright, for the position of president of GIE, for a term of five

years, with compensation of $90,000 per year.

In September 2014, Mr.

Wright’s employment agreement was amended to increase his annual

pay to $180,000.

Wright’s employment agreement was amended to increase his

annual pay to $180,000.

By its terms, Mr.

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

for a successive one-year periods.

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

calendar year under the terms of the agreement.

Wright is also the chairman of our Board of Directors.

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

of directors.

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

2023 and 2024., for successive one-year periods.

During the twelve-month periods ended December 31, 2024 and 2023, we paid and/or

accrued a total of $180,000 under the terms of the agreement.

As of December 31, 2024, total accrued salary was $1,599,738 and $1,501,038, respectively, and is presented as part

of Accounts payable and accrued expenses -related party.

Wright is also the Chairman of our Board of

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

board of directors.

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

During each year that Mr.

Jones’ agreement is in effect, he is

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

been accrued for the period ended December 31, 2023.

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

start of his employment equal to 250,000 shares each of the Company’s Common Stock, par value $.0001 per share (the “Common

Stock”), such shares vesting immediately.

Jones is also entitled to participate in the Company’s benefit plans when such

Jones’ agreement is in

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

such amount having been accrued for the period ended December 31, 2024.

Jones received a grant of common stock (the “Stock

Grant”) at the start of his employment equal to 250,000 shares each of the Company’s Common Stock, par value $.0001 per

share (the “Common Stock”), such shares vesting immediately.

Jones is also entitled to participate in the

Company’s benefit plans when such plans exist.

The foregoing summary of Mr.

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

true and correct Employment Agreement by and between Mr.

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

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

Jones’s employment agreement is qualified in

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

Jones and our Company, dated May

10, 2018, a copy of which is filed as Exhibit 10.40 to this Form 10-K and incorporated by reference herein.

During the 12-month periods ended December 31, 2024 and 2023, we paid an/or accrued a total of $155,000 under the

terms of the agreement.

As of December 31, 2024 and 2023, the total accrued salary was $889,167 and $792,667, respectively, and is presented

as part of Accounts payable and accrued expenses – related parties.

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

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incorporated by reference as Exhibit 10.59.

Alfano, a director and greater than five percent (5%) shareholder entered into a consulting agreement with us on April 19, 2018 via Alfano

Consulting Services (the “Alfano Agreement”), to provide board and senior management advice, including but not limited to

corporate strategy, SEC regulatory adherence, sales and marketing strategies, document and presentation preparation and fund-raising

Terms included payment of billable time at $40.00 per hour, plus approved expenses, retroactive to January 1, 2017.

available by Exhibit 10.44 incorporated by reference herein.

The Alfano Agreement was terminated when Mr.

Alfano became a director on

June 26, 2019.

The Company has accrued Consulting Fees and Expenses of $120,988 for all prior periods through the year ending December

During 2022, Mr.

Alfano and the Company mutually agreed to issues Company shares to Mr.

Alfano in full satisfaction of the

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

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

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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.

next payment will be due on August 31, 2024.

next payment will be due on or before August 31, 2025.

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.

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

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

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

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

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

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

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

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

balance of Advances – related parties at December 31, 2023 was $31,200.

For the year ended December 31, 2024, there was $7,116 of

related- party financing, which was reflected as Proceeds from advances – related parties.

During 2024, $38,316 was repaid

resulting in a balance of -0- at December 31, 2024.

$35,930 was satisfied by issuance of Common Stock and $2,386 was repaid by cash payments.

various dates throughout the year ended December 31, 2024, the Company issued 4,415,334 shares of Rule 144 restricted Common Stock, par

value $.0001 per share to related parties in settlement of liability – related parties in the amount of $77,930 ($.01 - $.01/share).

various dates throughout the year ended December 31, 2024, the Company issued 22,578,333 shares of Rule 144 restricted Common Stock,

par value $0.0001 per share pursuant to private placement sales to various accredited investors, for $458,500 ($.01 - $.02/share).

various dates throughout the year ended December 31, 2023, the Company issued 18,633,333 shares of Rule 144 restricted Common Stock,

par value $0.0001 per share pursuant to private placement sales to various accredited investors, for $265,500 ($.01 - $.02/share).

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

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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.

Preparing our Financial Statements requires management to make estimates and assumptions

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

These estimates and assumptions are affected by management’s

application of accounting policies.

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

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

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is completed (measurement date) and is recognized over the vesting periods.

determining fair value, the Company considers the following assumptions in the Black-Scholes model:

Exercise price,

Expected dividends,

Expected volatility,

Risk-free interest rate;

Expected life of option

determining fair value, the Company considers the following assumptions in the Black-Scholes model or other bi-nomial model:

interest rate;

life of option

and Diluted Earnings (Loss) per Share

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equity securities:

December 31, 2023

December 31, 2022

Convertible debt

Accounting Standards

to accounting principles are established by the Financial Accounting Standards Board in the form of Accounting Standards Updates (“ASU’s”)

to the FASB’s Codification.

We consider the applicability and impact of all ASU’s on our consolidated financial position,

results of operations, stockholders’ deficit, cash flows, or presentation thereof.

Management has evaluated all recent accounting

pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial

statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements,

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

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

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

New Accounting Pronouncements

The Company follows Accounting Standards Update 2023-07

– Segment Reporting (Topic 280):

Reportable Segment Disclosures (“ASU 2023-07”), which expands reportable segment information

by requiring companies to disclose, on an annual and interim basis, significant reportable segment expenses that are regularly provided

to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit of loss.

ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the

CODM makes decisions about allocating resources to segments and evaluating performance.

The Company conducts its business activities and reports financial results as a single reportable brokerage services

segment, The CODM makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company

operates its business and presents their financial results.

The nature of business and accounting policies of the brokerage services segment

are the same as described in the description of business and summary of significant accounting policies notes.

The CODM is President.

From January 1, 2025

through March 11, 2025, the Company issued 9,973,333 shares of Rule 144 restricted Common Stock in private placements to 17

accredited investors at $0.02 - $.03 per share.

and Qualitative Disclosures About Market Risk.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis