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Item 9A. Controls and Procedures

2025-03-11 compared with 2024-07-16 · 463 added, 422 removed, 992 unchanged (47% of the section changed)

59 unchanged sentences

Based on this evaluation, management has concluded that as of December 31, 2024, our

internal control over financial reporting was ineffective.

internal controls over financial reporting were ineffective.

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

11 unchanged sentences

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

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

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

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

Further, as a publicly

77 unchanged sentences

He received an undergraduate degree in Accounting from Southern Methodist University.

Harer – Director and President (Interim)

Harer joined our Board of Directors on February 3, 2017 and was appointed by our Board of Directors serve as our interim President

on July 19, 2019, as reported on our Current Report on Form 8-K, filed with the SEC on July 23, 2019, which is incorporated by reference

Harer has over 35 years of industrial gas experience, starting his career working for the oilfield division of LTV Corporation

in 1981, and in 1984, began working with industrial gas, where he developed an extensive knowledge of the industrial gas business and

the various technologies of the diverse industries it serves.

He has been and remains an instrumental part of the North Texas business

operations of world-renowned French company Air Liquide in the United States.

In his capacity at Air Liquide, Mr.

Harer was directly

involved in the development of the original G-Reformer technology and was instrumental in negotiating certain agreements between Air

Liquide and us that allowed us to further develop and begin commercialization such technology.

Harer was asked to join the Board

of Directors due to his significant experience in the industrial gas industry, his early contributions and leadership to our GTL technology,

and his general business, investment and analytical skills.

He graduated from the University of South Dakota with a Bachelor of Science

in Business Administration in 1980.

Kevin Jones – Director and President

Kevin Jones joined our Board of Directors on July 18,2024.

Jones previously served on the Board of Directors from March

7, 2016 through November 8, 2021.

Jones founded a Dallas-based company focused on commercial flooring.

leadership, that company grew from a two-person business to one of the largest and most respected commercial flooring companies in the

The company had offices throughout the United States, with annual sales of approximately $70 million.

relationship with that company was dissolved in 2021.

Jones has excellent business and analytical skills and maintains

relationships with politicians both on the state and federal levels.

Jones attended Texas Tech University.

and Ransom B.

Jones, Chief Financial Officer, Secretary and member of the Board of Directors, are brothers.

Jones – Director, Chief Financial Officer, Secretary and Treasurer

143 unchanged sentences

present, we have three executive officers, Messrs.

Wright, Harer and R.

Compensation Table

1 unchanged sentence

31, 2024, and December 31, 2023:

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation ($)

Nonqualified deferred compensation earnings

All Other Compensation ($)

Ray Wright (1)

Kent Harer (2)

and Principal Position

Incentive Plan

Kevin Jones (2)

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

Harer is our Acting President.

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

Harer does not have an employment

agreement and serves at the pleasure of our Board of Directors.

Robert Kevin Jones is our President.

He was named President on August 6, 2024.

Robert Kevin has not taken a salary or any other

form of compensation.

Robert Kevin Jones does not have an employment agreement and serves at the pleasure of our Board of Directors.

Equity Awards at Fiscal Year-End

8 unchanged sentences

executives’ duties as described by their respective employment agreements.

Kent Harer does not have an employment agreement and

receives no compensation for his management roles and responsibilities.

Harer has agreed to this arrangement until a new chief executive

is hired by us.

Robert Kevin Jones does not have an employment agreement

and receives no compensation for his management roles and responsibilities.

Robert Kevin Jones has agreed to this arrangement until

the Company and him enter into a formal employment agreement..

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

3 unchanged sentences

Ownership Table

Directors and Named Executive Officers (9)

Shares of Common Stock

Beneficially Owned (1)

and Named Executive Officers (9)

of Common Stock

Paul Alfano(2)

Kent Harer (5)

Kevin Jones (3)

Robert RobKevin Jones (3)

Ransom Jones (5)

1 unchanged sentence

Michael Wykrent (6)

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

All current Directors

and Named Executive Officers as a group (5 persons) (7)

5% or Greater Stockholders

14 unchanged sentences

Alfano is an independent director and greater than 5% Shareholder.

Kevin Jones is a greater than 5% Shareholder and a former director.

Jones resigned as a director during 2021.

Jones and Ransom Jones are brothers.

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

the amount of Common Stock beneficially owned by Mr.

Jones is a greater than 5% Shareholder, President and a director.

Jones and Ransom Jones are

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

In addition, the amount of Common

Stock beneficially owned by Mr.

Jones includes:

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

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

Jones has 100%

ownership interest and for which he serves as sole manager;

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

Kevin Jones’s

late spouse, Ms.

Kevin Jones’ late spouse, Ms.

Christine Earley, in which Mr.

Kevin Jones has a spousal interest;

Jones has a spousal interest;

and (c) 1,867,843 Shares issuable to Mr.

Jones pursuant to that certain Loan Agreement by and between Mabert and the Company, dated September 14, 2018, filed as Exhibit 10.49

to the Company’s Form 10-K/A, filed with the SEC on May 13, 2019;

Jones pursuant

to that certain Loan Agreement by and between Mabert and the Company, dated September 14, 2018, filed as Exhibit 10.49 to the Company’s

Form 10-K/A, filed with the SEC on May 13, 2019;

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

Kevin Jones owns 100% ownership interest and

for which he serves as sole manager.

Jones by Equity Trust and

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

Jones owns 100% ownership interest and for which he serves

as sole manager.

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

Harer is a director and our acting president, making him a named executive officer.

The Common Stock beneficially owned

Harer are those shares immediately issuable upon Mr.

Harer’s exercise of a Stock Purchase Warrant, dated January 8,

2018, by and between our Company and Mr.

Harer, filed as Exhibit 10.37, and incorporated by reference herein.

Ransom Jones is a director and our chief financial officer, secretary and treasurer, making him a named executive officer.

6 unchanged sentences

has a spousal interest.

Ransom Jones and Kevin Jones are brothers.

Ransom Jones and Robert K.

Jones are brothers.

Wykrent is an independent director.

2 unchanged sentences

officers and directors

Jones is listed as he resigned from being a director during 2021.

otherwise indicated, the address for each of these shareholders is c/o Greenway Technologies, Inc., at 1521 N.

15 unchanged sentences

Jones did not vote on this transaction.

Kevin Jones and his late wife and Mabert have loaned a total $2,057,341 to the Company and four other Shareholders have loaned the balance

of $793,433, pursuant to the Loan Agreement, through the year ending December 31, 2023.

These loans are secured by the assets of our

Jones and his late wife and Mabert have loaned a total $2,057,341 to the Company and four other Shareholders have loaned the

balance of $793,433, pursuant to the Loan Agreement, through the year ending December 31, 2024.

These loans are secured by the assets

of our Company.

A financing statement and UCC-1 have been filed according to Texas statutes.

Should a default under the Loan Agreement occur,

there could be a foreclosure or a bankruptcy proceeding filed by Mabert on behalf of the lenders party to the Loan Agreement.

A foreclosure

sale or distribution through bankruptcy could only result in the creditors receiving a pro rata payment based upon the terms of the Loan

Should a default under the Loan Agreement

occur, there could be a foreclosure or a bankruptcy proceeding filed by Mabert on behalf of the lenders party to the Loan Agreement.

A foreclosure sale or distribution through bankruptcy could only result in the creditors receiving a pro rata payment based upon the

terms of the Loan Agreement.

Mabert did not nor will it receive cash compensation for its efforts.

Kevin Jones, as the owner and managing member of Mabert, was also the managing and control member of OPMGE, a research and development

Jones, as the owner and managing member of Mabert, was also the managing and control member of OPMGE, a research and development

venture in and to which the Company had a significant revenue member interest and has licensed its proprietary GTL technology and equipment.

Any relationship between Greenway and OPMG has been terminated.

Kevin Jones’ family relationship as the brother of Mr.

Ransom Jones, our CFO, and his control position over Mabert , Mr.

Jones was not considered an independent director.

Michael Wykrent, a director, made loans totaling $425,000 under the Mabert Loan Agreement to us prior to his being elected as a director

7 unchanged sentences

of a director.

Paul Alfano, a director, was contracted as a consultant by the Company in April 2018 prior to his being elected as a director of the

Company, thereupon such consulting contract was terminated.

In his consulting role, Mr.

Alfano’s total fees never exceeded $120,000

for any prior period.

We have accrued a total $120,988 for the fees and expenses that were remaining under his consulting agreement at

Alfano was elected as a non-executive director and the associated accrued interest on these fees.

During 2022, the Company

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

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

Alfano and Mr.

28 unchanged sentences

Ransom Jones, nor Mr.

Wright qualify as independent directors.

Wright qualify as independent

hope to add additional qualified independent members to our Board of Directors at a later date, depending upon our ability to reach and

19 unchanged sentences

Identification

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.

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.

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.

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.

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.

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.

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.

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.

Bylaws of Greenway Innovative Energy, Inc., filed as Exhibit 3.8 to the registrant’s Form 10-Q/A, amendment No.

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.

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.

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.

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.

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.

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.

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.

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.

Certificate of Amendment to the Articles of Incorporation approved by the Shareholders at the Special Shareholders Meeting on December 11, 2019

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Promissory Note in the amount of $150,000 dated August 17, 2012, executed by Mamaki Tea, Inc.

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.

of Amendment to the Articles of Incorporation approved by the Shareholders at the Special Shareholders Meeting on December 11, 2019

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.

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.

Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Universal Media Corporation and Mamaki of

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

Promissory Note in the amount of $36,000 dated March 8, 2016, executed by UMED Holdings, Inc.

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.

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.

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.

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.

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.

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.

Settlement and Mutual Release Agreement dated January 13, 2017, executed by UMED Holdings, Inc.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Promissory Note in the amount of $100,000 dated November 13, 2017, executed by Greenway Technologies, Inc.

payable to Wildcat Consulting Group LLC.

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.

Warrant dated November 30, 2017 for 1,000,000 shares issued to MTG Holdings, LTD.

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.

Warrant dated January 8, 2018 for 4,000,000 shares issued to Kent Harer.

Settlement agreement by and between Greenway Technologies, Inc.

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.

Note in the amount of $100,000 dated November 13, 2017, executed by Greenway Technologies, Inc.

payable to Wildcat Consulting Group

Convertible Promissory Note in the amount of $166,667 dated December 20, 2017, executed by Greenway Technologies, Inc.

Tunstall Canyon Group LLC.

dated November 30, 2017 for 1,000,000 shares issued to MTG Holdings, LTD.

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.

dated January 8, 2018 for 4,000,000 shares issued to Kent Harer.

agreement by and between Greenway Technologies, Inc.

and Tonaquint, Inc.

dated April 9, 2018.

Employment agreement with John Olynick, as President, dated May 10, 2018.

Employment agreement with Ransom Jones, as Chief Financial Officer, Secretary and Treasurer, dated May 10, 2018.

Consulting Agreement with Gary L.

agreement with John Olynick, as President, dated May 10, 2018.

agreement with Ransom Jones, as Chief Financial Officer, Secretary and Treasurer, dated May 10, 2018.

Agreement with Gary L.

Ragsdale, Ph.D., P.E.

Consulting Agreement with John Olynick

Consulting Agreement with Marl Zoellers

Consulting Agreement with Paul Alfano dba Alfano Consulting Services

Consulting Agreement with Peter Hauser

Consulting Agreement with William Campbell

Consulting Agreement with Ryan Turner

Amendment on July 30, 2014 to that certain Employment Agreement with Raymond Wright dated August 29, 2012

Mabert LLC as Agent Loan Agreement dated September 14, 2018

Mabert LLC as Agent Security Agreement dated September 14, 2018

Texas UCC-1 filed by Mabert LLC as Agent on October 11, 2018, ending October 10, 2023.

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.

Agreement with John Olynick

Agreement with Marl Zoellers

Agreement with Paul Alfano dba Alfano Consulting Services

Agreement with Peter Hauser

Agreement with William Campbell

Agreement with Ryan Turner

on July 30, 2014 to that certain Employment Agreement with Raymond Wright dated August 29, 2012

LLC as Agent Loan Agreement dated September 14, 2018

LLC as Agent Security Agreement dated September 14, 2018

UCC-1 filed by Mabert LLC as Agent on October 11, 2018, ending October 10, 2023.

11 Agreement, dated March 6, 2019, pursuant to a mutual settlement of all claims by Wildcat Consulting, LLC for the matters in Cause

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.

Employment agreement with Thomas Phillips, as Vice President of Operations, effective date April 1, 2019.

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.

Limited Liability Company Agreement of OPM Green Energy, LLC, dated August 23, 2019, by and among Greenway Technologies, Inc., a Texas corporation, Mabert, LLC, a Texas limited liability company, Tom Phillips, an individual, and OPM Green Energy, LLC, a Texas corporation.

Subscription Agreement dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC, a Texas limited liability company.

Intellectual Property License dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC, a Texas limited liability company.

Employment agreement with Ryan Turner for Business Development and Investor Relations, dated April 1, 2019.

Agreed Order of Dismissal with Prejudice, dated February 25, 2020, pursuant to the mutual settlement of all claims by Wildcat Consulting, LLC for the matters in Cause No.

2018-006416-2, filed in the County Courts at Law in Tarrant County, TX on Sept 7, and September 27,

2018, respectively.

agreement with Thomas Phillips, as Vice President of Operations, effective date April 1, 2019.

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.

Liability Company Agreement of OPM Green Energy, LLC, dated August 23, 2019, by and among Greenway Technologies, Inc., a Texas corporation,

Mabert, LLC, a Texas limited liability company, Tom Phillips, an individual, and OPM Green Energy, LLC, a Texas corporation.

Agreement dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC, a Texas

limited liability company.

Property License dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC,

a Texas limited liability company.

agreement with Ryan Turner for Business Development and Investor Relations, dated April 1, 2019.

Order of Dismissal with Prejudice, dated February 25, 2020, pursuant to the mutual settlement of all claims by Wildcat Consulting,

LLC for the matters in Cause No.

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.

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.

2018-006416-2, filed in the County Courts at Law in Tarrant County, TX

on Sept 7, and September 27, 2018, respectively.

Order of Dismissal without Prejudice, dated November 19, 2019, pursuant to the mutual settlement of all claims by Chisos Equity Consultants,

LLC for the matters in Cause No.

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

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.

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.

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

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

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.

Securities Purchase Agreement by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd, pursuant to that certain Convertible Promissory Note executed on January 24, 2020.

Convertible Promissory Note by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain Securities Purchase Agreement executed on January 24, 2020.

Securities Purchase Agreement by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain Convertible Promissory Note executed on February 12, 2020.

Convertible Promissory Note by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain Securities Purchase Agreement executed on February 12, 2020.

Code of Ethics for Senior Financial Officers, filed as Exhibit 10.1 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

DC-19-04207, filed in

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

Purchase Agreement by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd, pursuant to that certain Convertible

Promissory Note executed on January 24, 2020.

Promissory Note by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain Securities Purchase

Agreement executed on January 24, 2020.

Purchase Agreement by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain Convertible

Promissory Note executed on February 12, 2020.

Promissory Note by and between Greenway Technologies, Inc.

and PowerUp Lending Group, Ltd., pursuant to that certain Securities Purchase

Agreement executed on February 12, 2020.

of Ethics for Senior Financial Officers, filed as Exhibit 10.1 to the registrant’s registration statement on Form 10-12G on

August 29, 2013, Commission File Number 000-55030.

Certification of Kent Harer, President of Greenway Technologies, Inc., pursuant to 18 U.S.C.

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TECHNOLOGIES, INC.

July 16, 2024

Harer, President

Robert Kevin Jones

Kevin Jones, President

Jones, Chief Financial Officer and

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

July 16, 2024

Robert Kevin Jones

Michael Wykrent

July 16, 2024

Chief Financial Officer

July 16, 2024

Raymond Wright

President of Greenway Innovative Energy, Inc.

July 16, 2024

TO CONSOLIDATED FINANCIAL STATEMENTS

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of Greenway Technologies, Inc.

and Subsidiaries

on the Financial Statements

We have audited the accompanying consolidated balance sheets of Greenway

Technologies, Inc.

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

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

to as the financial statements).

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

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

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

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

and Subsidiaries (the Company) as of December

31, 2024 and 2023 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the

years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,

2024, in conformity with accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

The accompanying financial statements have been prepared assuming the Company

will continue as a going concern.

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

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

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

These conditions raise substantial

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

Management’s plans regarding these matters are also described

The accompanying financial statements have been prepared assuming the Company will

continue as a going concern.

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

activities of $1,513,568 and used $444,223, respectively, for the year ended December 31, 2024 and 2023, and a working capital deficit

and accumulated deficit of approximately $13,006,449 and $39,373,172, respectively, as of December 31, 2024 and 2023.

These conditions

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

Management’s plans regarding these matters

are also described in Note 1.

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

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

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

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

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

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

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

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have served as the Company’s auditor since 2019

July 16, 2024

DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES

d/b/a McNAMARA and ASSOCIATES, PLLC

Coral Springs, Florida

DIMENSIONS, LLC

d/b/a McNAMARA and ASSOCIATES, LLC

4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office:

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JACKSONVILLE:

4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office:

7800 Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office:

888.410.2323 | Fax:

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888.410.2323 | Fax:

2000 Banks Road, Suite 218 | Margate, FL 33063 | Office:

University Drive, Suite 621 | Coral Springs, FL 33065 | Office:

754.800.3400 | Fax:

www.assurancedimensions.com

Dimensions” is the brand name under which Assurance Dimensions, LLC including its

subsidiary McNamara and Associates, LLC (referred together as “AD LLC”) and AbitOs

Advisors, LLC (“AbitOs Advisors”) , provide professional services.

AbitOs Advisors practice as an alternative practice structure in accordance with the AICPA

Code of Professional Conduct and applicable laws, regulations, and professional standards.

a licensed independent CPA firm that provides attest services to its clients, and AbitOs Advisors provide

tax and business consulting services to their clients.

AbitOs Advisors , and its subsidiary

entities are not licensed CPA firms.

Technologies, Inc.

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Balance Sheets

December 31, 2023

December 31, 2022

Current Assets

Prepaids and other

Total Current Assets

Liabilities and Stockholders’ Deficit

and Stockholders’ Deficit

payable and accrued expenses

payable and accrued expenses - related parties

payable and accrued expenses

payable - related parties - net

note payable - net

- related parties

Current Liabilities

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Accounts payable and accrued expense

Notes payable

Notes payable - related parties - net

Notes payable

Convertible note payable - net

Advances - related parties

Advances - others

Total Current Liabilities

Commitments and Contingencies (Note 7)

Stockholders’ Deficit

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

Additional paid-in capital

Common stock to be issued

Accumulated deficit

and Contingencies (Note 8)

Stockholders’

stock - $ 0.0001 par value, 500,000,000 shares authorized 430,837,871 and 403,844,204 shares issued and outstanding, respectively

paid-in capital

( 39,373,172 )

( 37,859,604 )

Total Stockholders’ Deficit

Stockholders’ Deficit

( 13,006,449 )

( 12,029,311 )

Total Liabilities and Stockholders’ Deficit

Liabilities and Stockholders’ Deficit

accompanying notes are an integral part of these consolidated financial statements

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Statements of Operations

For the Year Ended December 31,

the Year Ended December 31,

and administrative expenses

and development

operating expenses

General and administrative expenses

Research and development

Total operating expenses

Loss from operations

Other income (expense)

Interest expense

Amortization of debt discount

Gain on debt settlement

Total other income (expense) - net

from operations

income (expense)

other income (expense) - net

$ ( 1,513,568 )

$ ( 1,580,735 )

Loss per share - basic and diluted

Weighted average number of shares - basic and diluted

per share - basic and diluted

average number of shares - basic and diluted

accompanying notes are an integral part of these consolidated financial statements

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Stockholders’

December 31, 2022

$ 25,789,908 -

$ ( 37,859,604 )

Issuance of previously issuable shares

Stock issued for cash

Stock issued in exchange for debt – related parties

$ ( 12,029,311 )

issued for cash

issued for settlement of liability – related party

( 1,513,568 )

December 31, 2023

( 1,513,568 )

$ 26,323,638 -

$ ( 39,373,172 )

$ ( 13,006,449 )

accompanying notes are an integral part of these consolidated financial

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Adjustments to reconcile net loss to net cash used in operations

Amortization of debt discount

Stock issued for services

Gain on debt settlement

Changes in operating assets and liabilities

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Proceeds from advances - other

Proceeds from issuance of note payable

Repayments on notes payable

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Cash paid for interest

paid for taxes

Cash paid for taxes

Supplemental disclosure of non-cash investing and financing activities

Stock issued as debt issue costs

Conversion of stockholder advances to notes payable - related parties

Stock issued in settlement of accrued liabilities – related parties

Settlement of subscription receivable - warrants

Shares issued for settlement of liability – related party

Issuance of common stock issuable

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

accompanying notes are an integral part of these consolidated financial statements

TECHNOLOGIES, INC.

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The Company does not expect to generate sufficient revenues or positive cash

flows from operations sufficiently to meet its current obligations.

flow from operations sufficiently to meet its current obligations.

However, the Company may seek to raise debt or equity-based capital

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related parties, advances and various debt instruments are carried at historical cost.

At December 31, 2023 and 2022,

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

At December 31, 2024 and 2023, respectively, the

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

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

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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.

uses a binomial pricing model to determine fair value of these instruments.

Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease

in the fair value recorded in the results of operations (other income/expense) as change in fair value of derivative liabilities.

Company uses a binomial pricing model to determine fair value of these instruments.

conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated

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Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”.

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

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

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

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.

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the issuance of those equity instruments.

Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the

fair value of options.

Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model or a binomial method

for measuring the fair value of options.

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

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equity securities:

of Potentially Dilutive Equity Securities

December 31, 2023

December 31, 2022

Schedule of Potentially Dilutive Equity Securities

Convertible debt

Antidilutive securities excluded from

computation of earnings per share, amount

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

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or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate

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.

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

(“ASU”) through the date these consolidated financial statements were available to be issued and found no recent

accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the

consolidated financial statements of the Company.

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

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.

TECHNOLOGIES, INC.

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payable and related terms were as follows:

of Notes Payable and Related Terms

Issuance date of note

September 2019

Maturity date

September 2022

Schedule of Notes Payable and Related Terms

interest rate

Default interest rate

Original amount

Balance - December 31, 2022

Debt discount

Amortization of debt discount (interest expense)

Balance – December 31, 2023

No activity in 2024

Balance – December 31, 2024

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At December 31, 2024, the note is in default.

The notes payable in the original amounts of $ 300,000 and $ 67,500 are non-interest bearing.

For the note in the original

amount of $ 525,000 , as of December 31, 2024 and 2023, total accrued interest was $ 246,234 and $ 153,625 , respectively.

The Company recorded

interest expense of this note payable for the fiscsl years ending December 31, 2024 and 2023, of $ 94,650 and $ 94,830 , respectively.

TECHNOLOGIES, INC.

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Company’s Chief Financial Officer as well as a member of the Board of Directors.

Company also has executed various loans with other stockholders and members of the Board Directors.

Jones and his late wife and Mabert

have loaned a total of $ 2,057,341 to the Company and four other shareholders have loaned a balance of $ 793,433 , pursuant to the Loan

Agreement, through the year ended December 31, 2024.

These loans are secured by the assets of our Company.

A financing statement and

UCC-1 have been filed according to Texas statutes.

Should a default under the Loan Agreement occur, there could be a foreclosure or

a bankruptcy proceeding filed by Mabert on behalf of the lenders party to the Loan Agreement.

A foreclosure sale or distribution

through bankruptcy could only result in the creditors receiving a pro-rata payment based on the terms of the Loan Agreement.

did not nor will it receive cash compensation for its efforts.

notes bear interest ranging from 10 % - 18 %.

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2024, the Company did not issue notes under this loan structure and therefore, did not issue shares in connection with such note structure.

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

payable – related parties consist of loans from various members of management and the Board of Directors, typically for use as

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Related terms were as follows:

of Notes Payable - Related Parties and Related Terms

Balance - December 31, 2021

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

Conversion of stockholder advances to notes payable - related parties

Debt discount

Amortization of debt discount (interest expense)

Balance - December 31, 2022

No activity in 2023

Balance – December 31, 2023

Schedule of Notes Payable - Related Parties and Related Terms

- December 31, 2022

activity in 2023

– December 31, 2023

activity in 2024

– December 31, 2024

As of December 31, 2024 and 2023, total accrued interest for Notes Payable-Related

Parties was $ 2,427,321 and $ 2,014,163 , respectively, and is presented as part of Accounts payable and accrued expenses – related

The Company recorded interest expense from Notes Payable-Related Parties for fiscal years ending December 31, 2024 and 2023,

of $ 495,214 and $ 496,572 , respectively.

TECHNOLOGIES, INC.

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note payable and related terms were as follows:

of Convertible Notes Payable and Related Items

Issuance dates of note

Maturity date

of Convertible Notes Payable

dates of note

interest rate

Default interest rate

Conversion rate

$ 0.08 /share

Balance - December 31, 2021

No activity in 2022

Balance - December 31, 2022

Balance – December 31, 2023

- December 31, 2022

– December 31, 2023

– December 31, 2024

As of December 31, 2024 and 2023, total accrued interest

for Convertible Notes Payable was $ 188,567 and $ 158,485 , respectively.

The Company recorded interest expense from Convertible Notes Payable

for fiscal years ending December 31, 2024 and 2023, of $ 30,082 and $ 30,000 , respectively.

6 – Advances – Related Parties

– related parties and related terms were as follows:

– Related Parties and Related Terms

of Advances - Related Parties and Related Terms

Related Parties

Issuance date of advances

Prior to 2018

Maturity date

Due on Demand

Interest rate

Balance - December 31, 2022

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

Subscription receivable - warrants

Conversion of advances – related parties to stock

Balance – December 31, 2023

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Balance – December 31,2024

2022, in connection with a settlement, the Company reduced amounts owed to a stockholder for $ 16,245 with a corresponding reduction to

a subscription receivable for warrants.

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

Additionally,

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

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

Additionally, one related party advance in

the amount of $ 3,500 was converted to common stock.

During 2024, related parties advanced $ 7,116 to the Company.

Related party advances

in the amount of $ 35,930 were converted to common stock.

Related parties were repaid $ 2,386 in cash.

Note 7 – Employment Agreements –

Related Parties

In 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 .

its terms, Mr.

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 Directors.

Effective 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, 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 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.

As of December 31, 2024 and 2023, the accrued salary

from employment agreements and accrued interest for Notes Payable Related Parties totalling $ 5,232,923 and $ 5,549,463 , respectively

are presented as Accounts payable and accrued expensed – related parties.

8 – Commitments and Contingencies

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

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

September 7, 2021, the Company was served with a demand for mediation and potential arbitration by Gregory Sanders (“Plaintiff”),

a previous employee of the Company.

The demand claims Mr.

Sanders had an employment agreement with the

Company entitling him to certain compensation payments under the contract.

No conclusion was made during mediation which occurred in

the fourth quarter of 2021.

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

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

Plaintiff withdrew his action against the

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

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.

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

Plaintiff asserted 3 motions, all of which were denied

by the court, as ordered on November 1, 2023.

Plaintiff withdrew his action against the Company on January11, 2024 and the court so ordered

on the same date.

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

The Plaintiffs are

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

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

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

The Company believes that Tunstall Canyon and Chisos

are majority-owned by Ric Halden.

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

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

The Company is confident that it can settle all issues

asserted in the lawsuit without going to trial.

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

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

petitioned the Court for a new trial date, which was granted.

The new trial date is May 26, 2025.

The case is currently in its discovery

Plaintiffs, Ric Halder, Randy Moseley, Tuntall Canyon and Chisos, filed a Traditional Motion for Partial Summary Judgement , or in the Alternative, Traditional Motion for Partial Summary Judgement

as to Liability Only.

The court has set a hearing on this motion for March 26, 2025.

TECHNOLOGIES, INC.

10 unchanged sentences

Issued for Settlement of Liabilities

Company issued 2,350,000

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

The fair value of these shares was based upon the quoted closing trading price.

In connection with this settlement, there was no

gain or loss on settlement.

of Previously Issuable Shares

2023, the Company issued 250,000

shares of issuable common stock for $ 5,000

($ 0.02 /share).

These shares were purchased in 2022.

Company issued 4,415,334 shares of common stock in settlement of accrued liabilities totaling $ 77,930 , ($ 0.015 - $0 .03 /share).

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.

Transactions for the Year Ended December 31, 2023

Issued as Debt Issue Costs

Company issued 302,038 shares of common stock in connection with the issuance of notes payable – related parties.

The fair value

of these shares was $ 1,991 ($ 0.01 - $ 0.06 /share), based upon the quoted closing trading price.

Issued for Cash

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

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

issuable at December 31, 2021.

Issued for Settlement of Liabilities

Company issued 6,200,000 shares of common stock in settlement of accrued liabilities totaling $ 155,000 ($ 0.03 /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.

Issued for Services

Company issued 380,000 shares of common stock for services rendered, having a fair value of $ 6,500 ($ 0.01 - $ 0.025 /share).

The fair value

of these shares was based upon the quoted closing trading price.

Company sold 250,000 shares of common stock for $ 5,000 ($ 0.02 /share).

These shares were issued in January 2023.

Company issued 2,350,000 shares of common stock in settlement of accrued liabilities totaling $ 23,500 , one advance of $ 20,000 and the

other advance of $ 3,500 ($ 0.01 /share).

The fair value of these shares was based upon the quoted closing trading price.

In connection

with this settlement, there was no gain or loss on settlement.

of Previously Issuable Shares

2023, the Company issued 250,000 shares of issuable common stock for $ 5,000 ($ 0.02 /share).

These shares were sold in 2022.

TECHNOLOGIES, INC.

2 unchanged sentences

31, 2024 AND 2023

activity for the years ended December 31, 2023 and 2022 is summarized as follows:

of Warrant Activity

Exercise Price

Outstanding - December 31, 2021

Vested and Exercisable - December 31, 2021

Unvested - December 31, 2021

Cancelled/Forfeited

( 3,000,000 )

Outstanding - December 31, 2022

No activity in 2023

Outstanding – December 31, 2023

10 – Warrants

was no warrant activity for the years ended December 31, 2024 and December 31, 2023.

11 – Income Taxes

10 unchanged sentences

Income tax benefit

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2024

17 unchanged sentences

temporary differences reverse.

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

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

the year ended December 31, 2024 the valuation allowance increased by approximately $ 548,000 The total valuation allowance results from

the Company’s estimate of its uncertainty in being unable to recover its net deferred tax assets.

December 31, 2024, the Company has federal net operating loss carryforwards, which are available to offset future taxable income, of

approximately $ 32,084,000 .

The Company is in the process of analyzing their NOL and has

not determined if the Company has had any change of control issues that could limit the future use of these NOL’s.

carryforwards that were generated after 2017 of approximately $ 30,570,000 may only be used

to offset 80 % of taxable income and are carried forward indefinitely.

The Company is in the process of analyzing their NOL and has not determined if the Company has had any change

of control issues that could limit the future use of these NOL’s.

carryforwards that were generated after 2017 of approximately $ 32,084,000 may only be used to offset 80 % of taxable income and are carried

forward indefinitely.

carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state

21 unchanged sentences

12 – Subsequent Events

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

Issued for Cash

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

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

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

Issued for Services

Company issued 2,000,000 shares of common stock to its Chief Financial Officer for services rendered, having a fair value of $ 20,000

($ 0.01 /share).

The fair value of these shares was based upon the quoted closing trading price.

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 - $ 0.03 per share.

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

What changed 10-K

Item 9A. Controls and Procedures