GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures. The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and our principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements. Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. - 27 - In the year ending December 31, 2024, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this evaluation, our principal executive officer and principal financial officer, have concluded that as of December 31, 2024, our internal control over financial reporting was ineffective. Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. As of December 31, 2024, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our internal controls over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this evaluation, management has concluded that as of December 31, 2024, our internal controls over financial reporting were ineffective. We also concluded that our disclosure controls and procedures are ineffective. We have identified at least the following deficiencies, which together constitute a material weakness in our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024: 1. We have inadequate segregation of duties within our cash disbursement control design. 2. During the year ended December 31, 2024, we internally performed all aspects of our financial reporting process including, but not limited to, the underlying accounting records and recording of journal entries and internally maintained responsibility for the preparation of the financial statements. Due to the fact these duties were often performed by the same people, a lack of independent review process was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. 3. We do not have a sufficient number of independent or qualified directors for our Board of Directors and a qualified Audit Committee. We currently have only two (2) independent directors on our board, which is fully comprised of five directors. Further, as a publicly traded company, we should strive to have a majority of our board of directors be independent. We are continuing the process of remediating our control deficiencies. However, the material weakness in internal control over financial reporting that have been identified will not be remediated until numerous new internal controls are implemented and operate for a period of time, are tested, and we are able to conclude that such internal controls are operating effectively. We cannot provide assurance that these procedures will be successful in identifying material errors that may exist in our Financial Statements. We cannot make assurances that we will not identify additional material weaknesses in our internal control over financial reporting in the future. Our management plans, as capital becomes available to us, to increase the accounting and financial reporting staff and provide future investments in the continuing education and public company accounting training of our accounting and financial professionals. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Our management believes that the material weaknesses set forth above did not have a material effect on our financial results. However, the lack of a functioning audit committee and lack of a majority of independent directors on our Board of Directors results in potentially ineffective oversight in the establishment and monitoring of required internal controls and procedures and could potentially have an impact our financial statements. Changes in Internal Controls over Financial Reporting There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal control over financial reporting that occurred during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . - 28 - PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth the names, ages, and positions of our executive officers, directors and key employees as of the date of this report. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board of Directors, or his successor is elected and qualified. Directors are elected annually by our Shareholders at the annual meeting of the Shareholders. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal. Name Age Position Director Raymond Wright 88 Chairman of the Board, President of GIE, and Director 2016 Ransom Jones 76 Director, Chief Financial Officer, Secretary and Treasurer 2016 Robert Kevin Jones 59 Director and President 2024 Paul Alfano 69 Director (Independent) 2019 Michael Wykrent 82 Director (Independent) 2019 The members of our Board of Directors are subject to change from time to time by the vote of our Shareholders at special or annual meetings to elect directors. Our current Board of Directors consists of five directors, who have expertise in our business. No date for the next annual meeting of Shareholders is specified in our bylaws or has been fixed by the Board of Directors. Officers are elected annually by the directors. The term of office of each officer ends at the next annual meeting of our Board of Directors, expected to take place immediately after the next annual meeting of Shareholders, or until such time when such officer’s successor is elected and qualified. The foregoing notwithstanding, except as otherwise provided in any resolution or resolutions of the board, directors who are elected at an annual meeting of Shareholders, and directors elected and/or appointed in the interim to fill vacancies and newly created directorships, will hold office for the term for which elected and/or appointed until their successors are elected and qualified or until their earlier death, resignation or removal. Whenever the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution or resolutions of the Board of Directors, vacancies and newly created directorships of such class or classes or series thereof may generally be filled by a majority of the directors elected by such class or classes or series then in office, or, by a sole remaining director so elected or by the unanimous written consent, or, the affirmative vote of a majority of the outstanding shares of such class or classes of stock or any series thereof, entitled to elect such director or directors. We may employ additional management personnel, as our Board of Directors deems necessary. We have not identified or reached an agreement or understanding with any other individuals to serve in management positions. Directors and Officers Biographies Raymond Wright - Chairman of our Board of Directors, Co-Founder and President of our wholly owned subsidiary, GIE Mr. Wright has been a Director since March 6, 2016 and was elected by the Board as Chairman in 2017, while also serving as the President of GIE since August 2012. Mr. Wright was the co-founder of DFW Genesis with F. Conrad Greer, in 2009, where he began working on current natural gas GTL processes until 2012, when he and the late Mr. Greer formed GIE to continue working on a new GTL solution, which has gone on to become the basis of our proprietary G-Reformer technology. Previously, Mr. Wright worked with Dallas-based Texas Instruments (TI) managing operations and opening up new markets for TI in England. He developed and built a materials manufacturing facility for TI’s European operation and introduced TI’s Light Sensor technology in Europe. Mr. Wright was asked to join the Board of Directors due to his specific experience in the GTL industry, his early contributions and leadership to our GTL technology, and his general business, management and analytical skills. He received an undergraduate degree in Accounting from Southern Methodist University. - 29 - Robert Kevin Jones – Director and President Robert Kevin Jones joined our Board of Directors on July 18,2024. Mr. Robert K. Jones previously served on the Board of Directors from March 7, 2016 through November 8, 2021. In 1999, Mr. Robert K. Jones founded a Dallas-based company focused on commercial flooring. Under his leadership, that company grew from a two-person business to one of the largest and most respected commercial flooring companies in the country. The company had offices throughout the United States, with annual sales of approximately $70 million. Mr. Robert K. Jones’ relationship with that company was dissolved in 2021. Mr. Robert K. Jones has excellent business and analytical skills and maintains relationships with politicians both on the state and federal levels. Mr. Robert K. Jones attended Texas Tech University. Robert K. Jones and Ransom B. Jones, Chief Financial Officer, Secretary and member of the Board of Directors, are brothers. Ransom Jones – Director, Chief Financial Officer, Secretary and Treasurer Ransom B. Jones has served as a director since March 6, 2016, was our Interim Chief Executive Officer and President from January 2016 to April 2017, and became our Chief Financial Officer, Secretary and Treasurer on May 10, 2018. Mr. Jones has over 45 years of diverse business experience. He is a retired partner of KPMG Peat Marwick and former Chief Financial Officer of two publicly traded corporations, Western Preferred Corporation and El Paso Refining, Inc. He has also served as an officer of some of the largest and most prestigious global financial institutions including Goldman Sachs, Citicorp, ABN-AMRO Bank, and AIG. Mr. Jones was asked to join the Board of Directors due to his significant senior executive management and deep accounting practice experience, general business, investment and superior analytical skills. He graduated from the University of Texas at El Paso in 1971 with a BBA, Accounting. Paul Alfano – Director (Independent) Paul Alfano joined our Board of Directors June 26, 2019. Mr. Alfano is a greater than 5% Shareholder and has served as a consultant to us since 2016, until he became a director in 2019. He has extensive leadership experience in Silicon Valley and currently runs his own consulting firm based in Rochester, NY. Mr. Alfano has led worldwide sales and business development teams, alliances and joint ventures while at Hewlett-Packard (“ HP ”), Network Appliance and Portal Software (acquired by Oracle). He has worked with “C-Level” Fortune 50 Executives throughout his career. Most notably Mr. Alfano had a successful 25-year career at HP Headquarters (Palo Alto, CA), with his last assignment as Director of Worldwide Sales & Business Development for the HP-Cisco Alliance, ending in 2007. He reported to the senior management teams at both HP & Cisco. Mr. Alfano also led HP’s SBC-PacBell account team for many years, which was one of HP’s largest and most profitable. Mr. Alfano was asked to join the Board of Directors due to his specific sales skills, and for his general business, management and analytical skills. He is a graduate of St. John Fisher College (Rochester, NY) having earned a BS in Marketing, as well as an MBA in Finance from Rochester Institute of Technology. Michael Wykrent - Director (Independent) Michael Wykrent was elected to serve as a member of our Board of Directors June 26, 2019. Mr. Wykrent is a major Shareholder and has been an advisor to the Board since 2012. Mr. Wykrent retired from United Parcel Service (“ UPS ”) after a 27-year career working in Human Resources as a Region Communications Manager. When he began his career at UPS, the company was comprised of only a few thousand managers. By the end of his career, UPS had become a world-wide service provider, with over 481,000 employees. Mr. Wykrent helped open new operating areas as UPS was expanding and also headed up region employee opinion surveys and coordinated the charitable contributions throughout the southwest. His duties brought him into contact with management and employees working in package sorting and delivery operations, labor relations, engineering, accounting, air operations, fleet rentals, vehicle maintenance, legal, customer service, delivery information and loss prevention. Mr. Wykrent was asked to join the Board of Directors due to his sales, business, management and analytical skills. He served in the Navy for four years in communications and later graduated from Henry Ford College. - 30 - Committees of the Board On June 22, 2018, pursuant to the authority granted to our Board of Directors in Section 2.10 of Article Two of our bylaws, the Board of Directors created an executive committee (the “ Executive Committee ”). As of the date of this report, the designated directors comprising the Executive Committee include Ray Wright, Kent Harer, Paul Alfano and Ransom Jones. The Executive Committee may consider and review any and all such matters or issues it deems necessary coming before us and take such further lawful actions as it determines to be consistent with its responsibilities. Given our small size, with the exception of the Executive Committee, our entire Board of Directors participates in all of the considerations with respect to our audit, compensation and nomination deliberations. The responsibilities of other committees now or to be adopted in the future are currently are fulfilled by our Board of Directors and all of our directors participate in such responsibilities, two of whom are “independent” as defined in the listing standards of the Nasdaq Stock Market, Inc., which states in part, that, “that an independent director must not be an officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.” Audit Committee Our entire Board of Directors currently performs the functions of an audit committee, but no written charter governs the actions of our Board of Directors when performing the functions of what would generally be performed by an audit committee. Our Board of Directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, our Board of Directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. At the present time, Ransom Jones, our Chief Financial Officer and one of our directors, is considered to be our expert in financial and accounting matters. Nomination Committee Due to our size and the size of our Board of Directors, we do not require a separate nominating committee at this time. When evaluating director nominees, our directors consider the following factors: ● The appropriate size of our Board of Directors; ● The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of our Board of Directors; ● Experience in political affairs; ● Experience with accounting rules and practices; and ● The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new members of our Board of Directors. Our goal is to assemble a Board of Directors that brings together a variety of perspectives and skills derived from high-quality business and professional experience. In doing so, our Board of Directors will also consider candidates with appropriate non-business backgrounds. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Board of Directors may also consider such other factors as it may deem are in our best interests as well as the interests of our Shareholders. In addition, our Board of Directors identifies nominees by first evaluating the current members of our Board of Directors willing to continue in service. Current members of our Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of our Board of Directors does not wish to continue in service or if our Board of Directors decides not to re-nominate a member for re-election, our Board of Directors then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of our Board of Directors are polled for suggestions as to individuals meeting the criteria described above. Our Board of Directors may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third-party search firm, if necessary. Our Board of Directors does not typically consider Shareholder nominees, because it believes that our current nomination process is sufficient to identify directors who serve our Shareholders’ best interests . - 31 - As approved by our Shareholders at a Special Shareholders meeting (“ Special Shareholders Meeting ”) held on December 11, 2019, we amended our Certificate of Formation (Articles of Incorporation) to change the voting requirements specifying that the vote required to approve certain actions before our Stockholders, including “fundamental actions,” as defined by Texas Business Organizations Code (the “TBOC”) Section 21.364, and “fundamental business transactions,” as defined by TBOC Section 1.002(32). See our Form 8-K filed December 16, 2019 for more detailed information, incorporated by reference herein. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act (“ Section 16(a) ”) requires our officers, directors and persons who beneficially own more than 10% of our Common Stock to file reports of ownership and changes in ownership with the SEC. These reporting persons also are required to furnish us with copies of all Section 16(a) forms they file. Communication with Directors Shareholders and other interested parties may contact any of our directors by writing to them at Greenway Technologies, Inc. at 1521 N. Cooper Street, Suite 205, Arlington, TX 76011. Attention: Secretary. Our Board of Directors has approved a process for handling letters received by us and addressed to any of our directors. Under that process, one of our officers reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of such officer, deal with functions of our Board of Directors or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence. Conflicts of Interest With respect to transactions involving real or apparent conflicts of interest, we have adopted written policies and procedures, which require that the: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval; and (ii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors. Code of Ethics for Senior Executive Officers and Senior Financial Officers We have adopted a written code of business conduct and ethics (our “ Code of Ethics ”), which applies to our principal executive officer, principal financial officer, principal accounting officer and all persons providing similar functions. Our Code of Ethics is designed to deter wrongdoing and to promote: ● honest and ethical conduct; ● full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements; ● compliance with applicable laws, rules and regulations; ● the prompt reporting violation of the code; and ● Ongoing accountability for adherence to our Code of Ethics. A copy of our Code of Ethics is provided in Exhibit 14.1, incorporated by reference herein. We will also provide a copy of our Code of Ethics free of charge upon request to any person submitting a written request to our Secretary. - 32 - Item 11. Executive Compensation. Summary of Cash and Certain Other Compensation At present, we have three executive officers, Messrs. Wright, R. K. Jones and R. Jones . Summary Compensation Table The following table sets forth the compensation for our named executive officers for each of the two completed fiscal years ended December 31, 2024, and December 31, 2023: Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified deferred compensation earnings ($) All Other Compensation ($) Total ($) Ray Wright (1) 2024 180,000 - - - - - - 180,000 2023 180,000 - - - - - - 180,000 Ransom Jones 2024 120,000 35,000 - - - - - 155,000 2023 120,000 35,000 - - - - - 155,000 Robert Kevin Jones (2) 2024 - - - - - - - - (1) Mr. Wright is our President and Chairman of our Board of Directors. (2) Mr. Robert Kevin Jones is our President. He was named President on August 6, 2024. Mr. Robert Kevin has not taken a salary or any other form of compensation. Mr. Robert Kevin Jones does not have an employment agreement and serves at the pleasure of our Board of Directors. Outstanding Equity Awards at Fiscal Year-End There were no outstanding equity awards for our named executive officers as of the end of our last completed fiscal year, December 31, 2024. Director Compensation Currently, our directors receive no compensation for their participation on our board, board committees or other activities related to the Company. There are no plans by the directors pay retirement benefits to directors or executive officers. Executive Compensation Ray Wright and Ransom Jones each have employment agreements that automatically renew on each employment anniversary date unless a party provides notice of non-renewal before sixty (60) days before each annual period’s end. Mr. Jones was provided with 250,000 shares at the inception of his agreement, and he is due a bonus of $35,000 each year he is employed by us. There were no changes to any of the named executives’ duties as described by their respective employment agreements. Mr. Robert Kevin Jones does not have an employment agreement and receives no compensation for his management roles and responsibilities. Mr. Robert Kevin Jones has agreed to this arrangement until the Company and him enter into a formal employment agreement.. - 33 - Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized for Issuance under Equity Compensation Plans None. Securities Beneficial Ownership Table The following table presents information regarding the beneficial ownership of all shares of our Common Stock as of December 31, 2024: Beneficial Ownership Table Directors and Named Executive Officers (9) Shares of Common Stock Beneficially Owned (1) Number Percent Paul Alfano(2) 29,450,000 6.8 % Robert RobKevin Jones (3) 24,739,683 5.7 % Ransom Jones (5) 6,181,867 1.4 % Raymond Wright (4) 14,750,000 3.4 % Michael Wykrent (6) 15,358,667 3.6 % All current Directors and Named Executive Officers as a group (5 persons) (7) 90,480,217 20.9 % 5% or Greater Stockholders Paul Alfano (2) 29,450,000 6.8 % Kevin Jones (3) 24,739,683 5.7 % 1) Applicable percentages are based on 430,837,871 shares of Common Stock outstanding as of December 31, 2024. Beneficial ownership is determined by rules promulgated by the SEC and generally includes voting or investment power with respect to securities. Common Stock underlying options, warrants, and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days of year end are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, we believe that each of the individuals named in the table has sole voting and investment power with respect to the Common Stock indicated as beneficially owned by such individual. The table includes Common Stock and options, warrants, and convertible notes exercisable or convertible into Common Stock that are either vested or may vest within 60 days of year end. 2) Paul Alfano. Mr. Alfano is an independent director and greater than 5% Shareholder. 3) Robert Kevin Jones. Mr. Robert K. Jones is a greater than 5% Shareholder, President and a director. Robert K. Jones and Ransom Jones are brothers. Robert K. 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. Robert K. Jones includes: (a) 4,875,000 Shares held by Mabert, in which Mr. Robert K. Jones has 100% ownership interest and for which he serves as sole manager; (b) 8,500,000 Shares owned by Mr. Kevin Jones’ late spouse, Ms. Christine Earley, in which Mr. Rober K. Jones has a spousal interest; and (c) 1,867,843 Shares issuable to Mr. Robert K. 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; (c) 2,000,000 shares beneficially held for Mr. Robert K. Jones by Equity Trust and (d) 1,000,000 shares owned by Topical Floors, LLC, in which Mr. Robert K. Jones owns 100% ownership interest and for which he serves as sole manager. - 34 - 4) Raymond Wright. Mr. Wright is the chairman of our Board of Directors, and president of GIE our wholly owned subsidiary. 5) Ransom Jones. Mr. Ransom Jones is a director and our chief financial officer, secretary and treasurer, making him a named executive officer. Mr. Jones has sole voting and dispositive power with respect to 2,306,867 shares of Common Stock. In addition, the amount of Common Stock beneficially owned by Mr. Jones includes 3,875,000 shares owned by Mr. Jones’s spouse, Ms. Jan Jones, in which Mr. Jones has a spousal interest. Ransom Jones and Robert K. Jones are brothers. 6) Michael Wykrent. Mr. Wykrent is an independent director. 7) All current directors and named executive officers as a group. This ownership includes only the ownership of our current named executive officers and directors 8) Unless otherwise indicated, the address for each of these shareholders is c/o Greenway Technologies, Inc., at 1521 N. Cooper Street, Suite 205, Arlington, TX 76011. Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities: ● The operation of which may at a subsequent date result in a change in control of the registrant; or ● With respect to the election of directors or other matters. Item 13. Certain Relationships and Related Transactions and Director Independence. Other than as stated herein, there are no other agreements with any of our officers and directors. After approval given during a properly called special meeting of the Board of Directors, on September 14, 2018, Mabert, which is owned and controlled by our former director and Shareholder, Kevin Jones, and his late wife Christine Early, entered into a loan agreement with us (the “ Loan Agreement ”), for the purpose of funding working capital and general corporate expenses of up to $1,500,000 (the “ Loan Amount ”). With Board of Directors consent, the Loan Amount was subsequently increased to provide up to a total $5,000,000 of availability under the Loan Agreement for us. The Company’s bylaws provide no bar from transactions with Interested Directors, so long as the interested party does not vote on such transaction. Mr. Jones did not vote on this transaction. Mr. Robert K. 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 Agreement. Mabert did not nor will it receive cash compensation for its efforts. Mr. Robert K. 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. Mr. Michael Wykrent, a director, made loans totaling $425,000 under the Mabert Loan Agreement to us prior to his being elected as a director of the Company and has had $80,000 of loans subsequently. Mabert operates as an agent for various lenders, including Mr. Wykrent, and manages such loans on behalf of the various lenders under the Loan Agreement. Mr. Wykrent was elected as a non-executive director and we believe that Mr. Wykrent remains an independent director, despite having this lending relationship through Mabert, which, in the opinion of the Company’s Board of Directors, would not interfere with the exercise of his independent judgment in carrying out the responsibilities of a director. - 35 - Director Independence Mr. Alfano and Mr. Wykrent serve as our two independent directors. We use the definition of “independent director” as defined in the listing standards of the Nasdaq Stock Market, Inc. Under this standard, an “independent director” is a person other than an executive officer or employee of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, the following persons shall not be considered independent: ● A director who is, or at any time during the past three years was, employed by the Company; ● A director who accepted or who has a family member who accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a family member who is an employee (other than as an executive officer) of the issuer; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation; ● A director who is a family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer; ● A director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs; ● A director of the issuer who is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or ● A director who is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the registrant’s outside auditor who worked on the company’s audit at any time during any of the past three years. Under these standards required to be an independent director, none of Mr. Robert K. Jones, Mr. Ransom Jones, nor Mr. Wright qualify as independent directors. We hope to add additional qualified independent members to our Board of Directors at a later date, depending upon our ability to reach and maintain financial stability and/or continuing operations. Item 14. Principal Accounting Fees and Services. The following table presents fees for professional services rendered by Assurance Dimensions (“ Assurance ”), our independent auditors for the years ended December 31, 2024 and 2023, respectively: 2024 2023 Audit Fees $ 46,943 $ 43,500 Audit Related Fees -0- -0- Tax Fees -0- -0- All Other Fees -0- -0- Total $ 46,943 $ 43,500 Audit fees billed were for professional services rendered for the audit of our consolidated financial statements and review of our interim consolidated financial statements for the years ended December 31, 2024 and December 31, 2023. Pre-Approval Policy for Services of Our Independent Auditors Our Board of Directors reviews our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K filings before we file them with the SEC. In addition, our Board of Directors reviews the audit plans and anticipated fees for audit and tax work prior to the commencement of that work. All fees paid to the independent auditors are pre-approved by our Board of Directors. These services may include audit services, audit-related services, tax services and other services. - 36 - PART IV Item 15. Exhibits, Financial Statement Schedules. (a) All financial statements are included in Item 8 of this report. (b) All financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are described in Item 8 of this report and are included as indexed in the appendix on page F-1, et seq. Exhibit No. Identification of Exhibit 2.1** Combination Agreement executed as of August 18, 2009, between Dynalyst Manufacturing Corporation and Universal Media Corporation, filed as Exhibit 10.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.1** Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on March 13, 2002, filed as Exhibit 3.1 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.2** Articles of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on June 7, 2006, filed as Exhibit 3.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.3** Articles of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on August 28, 2009, changing the corporate name to Universal Media Corporation, filed as Exhibit 3.3 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.4** Articles of Amendment of Articles of Incorporation of Universal Media Corporation filed with the Secretary of State of Texas on March 23, 2011, changing the corporate name to UMED Holdings, Inc., filed as Exhibit 3.4 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.5** Articles of Amendment of Certificate of Formation of UMED Holdings, Inc. filed with the Secretary of State of Texas on June 23, 2017, changing the corporate name to Greenway Technologies, Inc., filed as Exhibit 3.1 to the registrant’s Form 8-K/A on July 20, 2017, Commission File Number 000-55030. 3.6** Bylaws of Dynalyst Manufacturing Corporation, filed as Exhibit 3.5 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 3.7** Articles of Incorporation of Greenway Innovative Energy, Inc. filed with the Secretary of State of Nevada on July 6, 2012, filed as Exhibit 3.7 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 3.8** Bylaws of Greenway Innovative Energy, Inc., filed as Exhibit 3.8 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 3.9** Certificate of Amendment to the Articles of Incorporation approved by the Shareholders at the Special Shareholders Meeting on December 11, 2019 10.2** Purchase Agreement dated as of May 1, 2012, between Universal Media Corporation and Mamaki Tea & Extract, Inc., filed as Exhibit 10.3 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.3** Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Universal Media Corporation and Mamaki of Hawaii, Inc. formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.4 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.4** Second Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Universal Media Corporation and Mamaki of Hawaii, Inc. formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.5 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.5** Purchase Agreement dated August 29th, 2012, between Universal Media Corporation and Greenway Innovative Energy, Inc., filed as Exhibit 10.6 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.6** Purchase Agreement dated as of February 23, 2012, between Rig Support Services, Inc. and UMED Holdings, Inc., filed as Exhibit 10.7 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.7** Asset Purchase Agreement dated as of October 2, 2011, between Jet Regulators, L.C., R/T Jet Tech, L.P. and UMED Holdings, Inc., filed as Exhibit 10.8 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.8** Employee Agreement dated May 27, 2011, between UMED Holdings, Inc. and Kevin Bentley, filed as Exhibit 10.9 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. - 37 - 10.9** Employee Agreement dated May 27, 2011, between UMED Holdings, Inc. Randy Moseley, filed as Exhibit 10.10 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.10** Employee Agreement dated May 27, 2011, between UMED Holdings, Inc. and Richard Halden, filed as Exhibit 10.11 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.11** Employee Agreement dated August 29, 2012, between UMED Holdings, Inc. and Raymond Wright, filed as Exhibit 10.12 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.12** Employee Agreement dated August 29, 2012, between UMED Holdings, Inc. and Conrad Greer, filed as Exhibit 10.13 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.13** Consulting Agreement dated May 27, 2011, between UMED Holdings, Inc. and Jabez Capital Group, LLC, filed as Exhibit 10.14 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.14** Promissory Note in the amount of $850,000 dated August 17, 2012, executed by Mamaki Tea, Inc. payable to Southwest Capital Funding, Ltd., filed as Exhibit 10.15 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.15** Modification of Note and Liens effective as of October 1, 2012, between Southwest Capital Funding, Ltd. and Mamaki Tea, Inc., filed as Exhibit 10.16 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.16** Second Modification of Note and Liens effective as of December 20, 2012, between Southwest Capital Funding, Ltd., Mamaki Tea, Inc., and Mamaki of Hawaii, Inc., filed as Exhibit 10.17 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.17** Promissory Note in the amount of $150,000 dated August 17, 2012, executed by Mamaki Tea, Inc. payable to Robert R. Romer, filed as Exhibit 10.18 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.18** Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Rig Support Services, Inc. and UMED Holdings, Inc., filed as Exhibit 10.19 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 10.20** Promissory Note in the amount of $158,000 dated September 18, 2014, executed by UMED Holdings, Inc. payable to Tonaquint, Inc., filed as Exhibit 10.20 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.21** Warrant dated September 18, 2014, for $47,400 worth of UMED Holdings, Inc. shares issued to Tonaquint, Inc., filed as Exhibit 10.21 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.22** Office Lease Agreement dated October 2015, between UMED Holdings, Inc. and The Atrium Remains the Same, LLC, filed as Exhibit 10.22 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.23** Warrant dated October 31, 2015, for 4,000,000 shares issued to Norman T. Reynolds, Esq, filed as Exhibit 10.23 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.24** Promissory Note in the amount of $36,000 dated March 8, 2016, executed by UMED Holdings, Inc. payable to Peter C. Wilson, filed as Exhibit 10.24 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.25** Convertible Promissory Note in the amount of $224,000 dated May 4, 2016, executed by UMED Holdings, Inc. payable to Tonaquint, Inc., filed as Exhibit 10.25 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.26** Severance and Release Agreement by and between UMED Holdings, Inc. and Randy Moseley dated November 11, 2016, filed as Exhibit 10.26 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.27** Settlement and Mutual Release Agreement dated January 13, 2017, executed by UMED Holdings, Inc. in connection with Cause No. DC-16-004718, in the 193rd District Court, Dallas County, Texas against Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison, filed as Exhibit 10.27 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.28** Warrant dated February 1, 2017, for 2,000,000 shares issued to Richard J. Halden, filed as Exhibit 10.28 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.29** Warrant dated February 1, 2017, for 4,000,000 shares issued to Richard J. Halden, filed as Exhibit 10.29 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.30** Severance and Release Agreement by and between UMED Holdings, Inc. and Richard Halden dated February 1, 2017, filed as Exhibit 10.30 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. - 38 - 10.31** Assignment Agreement dated December 27, 2010, between Melek Mining, Inc., 4HM Partners, LLC, and UMED Holdings, Inc., filed as Exhibit 10.31 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030. 10.32** Consulting Agreement by and between the registrant and Chisos Equity Consultants, LLC, as amended on February 16, 2018, and March 19, 2018, filed as Exhibit 10.1 to the registrant’s Form 8-K, on March 21, 2018, Commission File Number 000-55030. 10.33** Promissory Note in the amount of $100,000 dated November 13, 2017, executed by Greenway Technologies, Inc. payable to Wildcat Consulting Group LLC. 10.34** Subordinated Convertible Promissory Note in the amount of $166,667 dated December 20, 2017, executed by Greenway Technologies, Inc. payable to Tunstall Canyon Group LLC. 10.35** Warrant dated November 30, 2017 for 1,000,000 shares issued to MTG Holdings, LTD. 10.36** Greer Family Trust Promissory Note and Settlement. filed at Exhibit 10.34 to the registrant’s Form 10K on April 5, 2018, Commission File Number 000-55030. 10.37** Warrant dated January 8, 2018 for 4,000,000 shares issued to Kent Harer. 10.38** Settlement agreement by and between Greenway Technologies, Inc. and Tonaquint, Inc. dated April 9, 2018. 10.39** Employment agreement with John Olynick, as President, dated May 10, 2018. 10.40** Employment agreement with Ransom Jones, as Chief Financial Officer, Secretary and Treasurer, dated May 10, 2018. 10.41** Consulting Agreement with Gary L. Ragsdale, Ph.D., P.E. 10.42** Consulting Agreement with John Olynick 10.43** Consulting Agreement with Marl Zoellers 10.44** Consulting Agreement with Paul Alfano dba Alfano Consulting Services 10.45** Consulting Agreement with Peter Hauser 10.46** Consulting Agreement with William Campbell 10.47** Consulting Agreement with Ryan Turner 10.48** Amendment on July 30, 2014 to that certain Employment Agreement with Raymond Wright dated August 29, 2012 10.49** Mabert LLC as Agent Loan Agreement dated September 14, 2018 10.50** Mabert LLC as Agent Security Agreement dated September 14, 2018 10.51** Texas UCC-1 filed by Mabert LLC as Agent on October 11, 2018, ending October 10, 2023. 10.52** Rule 11 Agreement, dated March 6, 2019, pursuant to a mutual settlement of all claims by Wildcat Consulting, LLC for the matters in Cause No. 2018-005801 and Cause No. 2018-006416-2, filed in the County Courts at Law in Tarrant County, TX on Sept 7, and September 27, 2018, respectively. 10.53** Employment agreement with Thomas Phillips, as Vice President of Operations, effective date April 1, 2019. 10.54** Settlement Agreement executed on September 26, 2019 with Southwest Capital Funding, Ltd. to resolve all conflicts related to loan guarantees provided for Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison. 10.55** Limited Liability Company Agreement of OPM Green Energy, LLC, dated August 23, 2019, by and among Greenway Technologies, Inc., a Texas corporation, Mabert, LLC, a Texas limited liability company, Tom Phillips, an individual, and OPM Green Energy, LLC, a Texas corporation. 10.56** Subscription Agreement dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC, a Texas limited liability company. 10.57** Intellectual Property License dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC, a Texas limited liability company. 10.58** Employment agreement with Ryan Turner for Business Development and Investor Relations, dated April 1, 2019. 10.59** Agreed Order of Dismissal with Prejudice, dated February 25, 2020, pursuant to the mutual settlement of all claims by Wildcat Consulting, LLC for the matters in Cause No. 2018-005801 and Cause No. 2018-006416-2, filed in the County Courts at Law in Tarrant County, TX on Sept 7, and September 27, 2018, respectively. 10.60** Agreed Order of Dismissal without Prejudice, dated November 19, 2019, pursuant to the mutual settlement of all claims by Chisos Equity Consultants, LLC for the matters in Cause No. 67-306723-19, filed in the County Courts at Law in Tarrant County, TX on March 13, 2019. 10.61** Agreed Order of Dismissal without Prejudice, dated November 19, 2019, pursuant to the mutual settlement of all claims by Richard Halden for the matters in Cause No. 352-306721-19, filed in the County Courts at Law in Tarrant County, TX on March 13, 2019. 10.62** Agreed Order of Dismissal without Prejudice, dated November 26, 2019, pursuant to the mutual settlement of all claims by Greenway Technologies, Inc. against Micheal R. Warner et al (the “Dissident Shareholders”) for the matters in Cause No. DC-19-04207, filed in the District Court in Dallas County, TX on March 26, 2019. - 39 - 10.63** Securities Purchase Agreement by and between Greenway Technologies, Inc. and PowerUp Lending Group, Ltd, pursuant to that certain Convertible Promissory Note executed on January 24, 2020. 10.64** Convertible Promissory Note by and between Greenway Technologies, Inc. and PowerUp Lending Group, Ltd., pursuant to that certain Securities Purchase Agreement executed on January 24, 2020. 10.65** Securities Purchase Agreement by and between Greenway Technologies, Inc. and PowerUp Lending Group, Ltd., pursuant to that certain Convertible Promissory Note executed on February 12, 2020. 10.66** Convertible Promissory Note by and between Greenway Technologies, Inc. and PowerUp Lending Group, Ltd., pursuant to that certain Securities Purchase Agreement executed on February 12, 2020. 14.1** Code of Ethics for Senior Financial Officers, filed as Exhibit 10.1 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030. 31.1* Certification of Kent Harer, President of Greenway Technologies, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Ransom Jones, Chief Financial Officer and Principal Accounting Officer of Greenway Technologies, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Kent Harer, President of Greenway Technologies, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Ransom Jones, Chief Financial Officer and Principal Accounting Officer of Greenway Technologies, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. 32.3* Texas UCC Amendment Filing Acknowledgement. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Previously filed. - 40 - SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GREENWAY TECHNOLOGIES, INC. Date: March 11, 2025 By /s/ Robert Kevin Jones Robert Kevin Jones, President By /s/ Ransom Jones Ransom Jones, Chief Financial Officer and Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Robert Kevin Jones ROBERT KEVIN JONES Director, President March 11, 2025 /s/ Michael Wykrent MICHAEL WYKRENT Director March 11, 2025 /s/ Ransom Jones RANSOM JONES Director, Chief Financial Officer March 11, 2025 /s/ Paul Alfano PAUL ALFANO Director March 11, 2025 /s/ Raymond Wright RAYMOND WRIGHT Chairman, President of Greenway Innovative Energy, Inc. March 11, 2025 - 41 - INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Greenway Technologies, Inc. and Subsidiaries December 31, 2024 and 2023 Contents Report of Independent Registered Public Accounting Firm (PCAOB ID: 5036 ) F-2 Consolidated Financial Statements Consolidated Balance Sheets, December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4 Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023 F-5 – F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-7 Notes to Consolidated Financial Statements F-8 - F-19 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Greenway Technologies, Inc. and Subsidiaries Opinion on the Financial Statements We 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). In 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. Explanatory 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 $1,513,568 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error 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. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We did not identify any critical audit matters that need to be communicated. We have served as the Company’s auditor since 2019 Coral Springs, Florida March 11, 2025 ASSURANCE DIMENSIONS, LLC also d/b/a McNAMARA and ASSOCIATES, LLC TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053 JACKSONVILLE: 7800 Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053 ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053 SOUTH FLORIDA: 3111 N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053 www.assurancedimensions.com “Assurance 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. AD LLC and AbitOs Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is 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. F- 2 Greenway Technologies, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2024 December 31, 2023 Assets Current Assets Cash $ 20,139 $ 1,132 Prepaids and other 112 - Total Current Assets 20,251 1,132 Total Assets $ 20,251 $ 1,132 Liabilities and Stockholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 4,166,436 $ 3,822,338 Accounts payable and accrued expenses - related parties 5,232,823 4,549,464 Accounts payable and accrued expenses 5,232,823 4,549,464 Notes payable 652,500 652,500 Notes payable - related parties - net 2,805,774 2,805,774 Notes payable 2,805,774 2,805,774 Convertible note payable - net 166,667 166,667 Advances - related parties - 31,200 Advances - others 2,500 2,500 Advances 2,500 2,500 Total Current Liabilities 13,026,700 12,030,443 Commitments and Contingencies (Note 8) - - Stockholders’ Deficit Common stock - $ 0.0001 par value, 500,000,000 shares authorized 430,837,871 and 403,844,204 shares issued and outstanding, respectively 43,085 40,385 Additional paid-in capital 26,323,638 25,789,908 Accumulated deficit ( 39,373,172 ) ( 37,859,604 ) Total Stockholders’ Deficit ( 13,006,449 ) ( 12,029,311 ) Total Liabilities and Stockholders’ Deficit $ 20,251 $ 1,132 The accompanying notes are an integral part of these consolidated financial statements F- 3 Greenway Technologies, Inc. and Subsidiaries Consolidated Statements of Operations 2024 2023 For the Year Ended December 31, 2024 2023 Operating expenses General and administrative expenses $ 844,305 $ 960,692 Research and development 50,000 - Total operating expenses 894,305 960,692 Loss from operations ( 894,305 ) ( 960,692 ) Other income (expense) Interest expense ( 619,263 ) ( 620,043 ) Total other income (expense) - net ( 619,263 ) ( 620,043 ) Net loss $ ( 1,513,568 ) $ ( 1,580,735 ) Loss per share - basic and diluted $ ( 0.00 $ ( 0.00 ) Weighted average number of shares - basic and diluted 413,126,039 397,741,921 The accompanying notes are an integral part of these consolidated financial statements F- 4 Greenway Technologies, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Deficit For the Year Ended December 31, 2024 Shares Amount Capital - Deficit Deficit Additional Total Common Stock Paid-in Accumulated Stockholders’ Shares Amount Capital Deficit Deficit December 31, 2023 403,844,204 $ 40,385 $ 25,789,908 - $ ( 37,859,604 ) $ ( 12,029,311 ) Stock issued for cash 22,578,333 2,258 456,242 - 458,500 Shares issued for settlement of liability – related party 4,415,334 442 77,488 - - 77,930 Net loss - - - ( 1,513,568 ) ( 1,513,568 ) December 31, 2024 430,837,871 $ 43,085 $ 26,323,638 - $ ( 39,373,172 ) $ ( 13,006,449 ) The accompanying notes are an integral part of these consolidated financial F- 5 Greenway Technologies, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Deficit For the Year Ended December 31, 2023 Shares Amount Capital Issued Deficit Deficit Additional Common Stock Total Common Stock Paid-in to be Accumulated Stockholders’ Shares Amount Capital Issued Deficit Deficit December 31, 2022 382,610,871 $ 38,262 $ 25,498,031 $ 5,000 $ ( 36,278,869 ) $ ( 10,737,576 ) Balance, value 382,610,871 $ 38,262 $ 25,498,031 $ 5,000 $ ( 36,278,869 ) $ ( 10,737,576 ) Stock issued as debt issue costs 250,000 25 4,975 ( 5,000 ) - - Settlement of subscription receivable - warrants - - - - - - Stock issued for cash 18,633,333 1,863 263,637 - - 265,500 Stock issued to settle accrued liabilities 2,350,000 235 23,265 - - 23,500 Stock issued for services - - - - - Net loss - - - - ( 1,580,735 ) ( 1,580,735 ) December 31, 2023 403,844,204 $ 40,385 $ 25,789,908 $ - $ ( 37,859,604 ) $ ( 12,029,311 ) Balance, value 403,844,204 $ 40,385 $ 25,789,908 $ - $ ( 37,859,604 ) $ ( 12,029,311 ) The accompanying notes are an integral part of these consolidated financial statements F- 6 Greenway Technologies, Inc. and Subsidiaries Consolidated Statements of Cash Flows 2024 2023 For the Year Ended December 31, 2024 2023 Operating activities Net loss $ ( 1,513,568 ) $ ( 1,580,735 ) Adjustments to reconcile net loss to net cash used in operations Changes in operating assets and liabilities (Increase) decrease in Prepaids and other ( 112 ) 2,947 Increase (decrease) in Accounts payable and accrued expenses 344,098 505,113 Accounts payable and accrued expenses - related parties 725,359 770,012 Net cash used in operating activities ( 444,223 ) ( 302,663 ) Financing activities Proceeds from advances - related parties 7,116 31,700 Repayment of advances – related parties ( 2,386 ) ( 500 ) Proceeds from advances - other - 2,500 Repayments on notes payable - ( 20,000 ) Proceeds from stock issued for cash 458,500 265,500 Net cash provided by financing activities 463,230 279,200 Net decrease in cash 19,007 ( 23,463 ) Cash - beginning of year 1,132 24,595 Cash - end of year $ 20,139 $ 1,132 Supplemental disclosure of cash flow information Cash paid for interest $ 48,914 $ - Cash paid for taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities Conversion of stockholder advances to notes payable - related parties $ - $ 3,500 Shares issued for settlement of liability – related party $ 77,930 $ 20,000 Issuance of common stock issuable $ - 5,000 The accompanying notes are an integral part of these consolidated financial statements F- 7 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Note 1 - Organization and Nature of Operations Organization and Nature of Operations Greenway Technologies, Inc. (collectively, “we,” “us,” “our” or the “Company”), through its wholly owned subsidiary, Greenway Innovative Energy, Inc., is primarily engaged in the research, development and commercialization of a proprietary Gas-to-Liquids (GTL) syngas conversion system that can be economically scaled to meet individual natural gas field/resource requirements. The Company’s proprietary and patented technology has been realized in Greenway’s first generation commercial-scale G-Reformer TM unit (“G-Reformer”), a unique and critical component of the Company’s overall GTL technology solution. Greenway’s objective is to become a material direct and licensed producer of renewable GTL synthesized diesel and jet fuels, with a near term focus on U.S. market opportunities. Both of the Company’s wholly-owned subsidiaries: Universal Media Corp and Logistix Technology Systems, Inc. are currently inactive. Liquidity, Going Concern and Management’s Plans These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2024, the Company had: ● Net loss of $ 1,513,568 ; and ● Net cash used in operations was $ 444,223 Additionally, at December 31, 2024, the Company had: ● Accumulated deficit of $ 39,373,172 ● Stockholders’ deficit of $ 13,006,449 ; and ● Working capital deficit of $ 13,006,449 The Company has cash on hand of $ 20,139 at December 31, 2024. The Company does not expect to generate sufficient revenues or positive cash flow from operations sufficiently to meet its current obligations. However, the Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain. These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Execute business operations more fully during the year ended December 31, 2025, ● Explore and execute prospective strategic and partnership opportunities F- 8 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the financial statements of Greenway and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company has identified one single reportable operating segment. The Company manages its business on the basis of one operating and reportable segment and derives revenues from selling its product and related services. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the years ended December 31, 2024 and 2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. F- 9 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements . ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, advances and various debt instruments are carried at historical cost. 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. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments. F- 10 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2024 and 2023, respectively, the Company did no t have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 . At December 31, 2024 and 2023, respectively, the Company did no t have any cash in excess of the insured FDIC limit. Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Property and Equipment Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Derivative Liabilities The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging” . Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as change in fair value of derivative liabilities. The Company uses a binomial pricing model to determine fair value of these instruments. Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. At December 31, 2024 and 2023, respectively, the Company had no derivative liabilities. F- 11 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Debt Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2024 and December 31, 2023, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the years ended December 31, 2024 and 2023, respectively. F- 12 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Research and Development The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 50,000 and $- 0 - for the years ended December 31, 2024 and 2023, respectively. Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model or a binomial method for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option F- 13 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Stock Warrants In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance if there is not a service period. Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At December 31, 2024 and 2023, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities December 31, 2024 December 31, 2023 Convertible debt 4,440,425 4,064,400 Antidilutive securities excluded from computation of earnings per share, amount 4,440,425 4,064,400 Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. 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. F- 14 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Note 3 – Notes Payable Notes payable and related terms were as follows: Schedule of Notes Payable and Related Terms 1 2 3 Terms Note Payable Note Payable Note Payable Issuance date of note September 2019 March 2019 May 2022 Maturity date September 2022 March 2024 September 2022 Interest rate 7.70 % N/A N/A Default interest rate 18.00 % N/A N/A Collateral Unsecured Unsecured Unsecured Original amount $ 525,000 $ 300,000 $ 67,500 Total In-Default Balance - December 31, 2022 $ 525,000 $ 80,000 $ 67,500 $ 672,500 $ 672,500 Repayments - ( 20,000 ) - ( 20,000 ) ( 20,000 ) Balance – December 31, 2023 $ 525,000 $ 60,000 $ 67,500 $ 652,500 $ 652,500 Balance $ 525,000 $ 60,000 $ 67,500 $ 652,500 $ 652,500 No activity in 2024 - - - - - Balance – December 31, 2024 $ 525,000 $ 60,000 $ 67,500 $ 652,500 $ 652,000 Balance $ 525,000 $ 60,000 $ 67,500 $ 652,500 $ 652,000 1 The Company executed a settlement agreement with a third party for $ 525,000 in 2019. This note requires semi-annual interest payments . At December 31, 2024, the note is in default. 2 The Company executed a settlement agreement with a third party for $ 300,000 in 2019. This note requires sixty (60) monthly installments of $ 5,000 each until paid in full. At December 31, 2024, the settlement agreement is in default. 3 The Company executed a note for $ 67,500 and received net proceeds of $ 30,000 . The balance of $ 37,500 was an original issue discount amortized over the life of the note. At December 31, 2024, the note is in default. 4 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. F- 15 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Note 4 – Notes Payable – Related Parties The Company executed a loan agreement for up to $ 5,000,000 in advances with a Company owned by a stockholder and who is the brother of the Company’s Chief Financial Officer as well as a member of the Board of Directors. Mr. Robert K. 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. Mabert did not nor will it receive cash compensation for its efforts. The notes bear interest ranging from 10 % - 18 %. These notes are in default at December 31, 2024. Typically, with each of these notes, the Company has issued shares of common stock, which have been recognized as a debt discount and amortized over the life of the note. During 2024, the Company did not issue notes under this loan structure and therefore, did not issue shares in connection with such note structure. Notes payable – related parties consist of loans from various members of management and the Board of Directors, typically for use as working capital. Related terms were as follows: Schedule of Notes Payable - Related Parties and Related Terms Balance - December 31, 2022 $ 2,805,774 No activity in 2023 - Balance – December 31, 2023 $ 2,805,774 Balance $ 2,805,774 No activity in 2024 - No activity - Balance – December 31, 2024 $ 2,805,774 Balance $ 2,805,774 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 parties. 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. F- 16 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Note 5 – Convertible Note Payable Convertible note payable and related terms were as follows: Schedule of Convertible Notes Payable Terms Note Payable Issuance dates of note 2017 Maturity date 2019 Interest rate 4.50 % Default interest rate 18.00 % Collateral Unsecured Conversion rate $ 0.08 /share In-Default Balance - December 31, 2022 $ 166,667 $ 166,667 Balance - Balance – December 31, 2023 $ 166,667 $ 166,667 Balance – December 31, 2024 $ 166,667 $ 166,667 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. Note 6 – Advances – Related Parties Advances – related parties and related terms were as follows: Schedule of Advances - Related Parties and Related Terms Advances Terms Related Parties Issuance date of advances Prior to 2018 Maturity date Due on Demand Interest rate 0 % Collateral Unsecured Balance - December 31, 2022 $ 3,500 Proceeds 31,700 Repayment ( 500 ) Conversion of advances – related parties to stock ( 3,500 ) Balance – December 31, 2023 $ 31,200 Proceeds 7,116 Conversion of advances – related parties to stock ( 35,930 ) Repayment ( 2,386 ) Balance – December 31,2024 - 0 - 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. 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 . By 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Note 8 – Commitments and Contingencies Legal Matters On September 7, 2021, the Company was served with a demand for mediation and potential arbitration by Gregory Sanders (“Plaintiff”), a previous employee of the Company. The demand claims Mr. Sanders had an employment agreement with the Company entitling him to certain compensation payments under the contract. No conclusion was made during mediation which occurred in the fourth quarter of 2021. On October 25, 2023, there was a hearing on Plaintiff’s motion for summary judgement. Plaintiff asserted 3 motions, all of which were denied by the court, as ordered on November 1, 2023. Plaintiff withdrew his action against the Company on January11, 2024 and the court so ordered on the same date. On November 8, 2023, the Company was served with a demand for payments under various agreements with the plaintiffs. The Plaintiffs are 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 phase. The 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. F- 17 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Note 9 – Stockholders’ Deficit The Company has one (1) class of stock: Common Stock - 500,000,000 shares authorized - $ 0.0001 par value - Voting at 1 vote per share Equity Transactions for the Year Ended December 31, 2024 Stock Issued for Cash The Company issued 22,578,333 shares of common stock for $ 458,500 ($ 0.01 - $ 0.03 /share). Stock Issued for Settlement of Liabilities The Company issued 4,415,334 shares of common stock in settlement of accrued liabilities totaling $ 77,930 , ($ 0.015 - $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. Equity Transactions for the Year Ended December 31, 2023 Stock Issued for Cash The Company issued 18,633,333 shares of common stock for $ 265,500 ($ 0.01 - $ 0.02 /share). Stock Issued for Settlement of Liabilities The Company issued 2,350,000 shares of common stock in settlement of accrued liabilities totaling $ 23,500 , one advance of $ 20,000 and the other advance of $ 3,500 ($ 0.01 /share). The fair value of these shares was based upon the quoted closing trading price. In connection with this settlement, there was no gain or loss on settlement. Issuance of Previously Issuable Shares During 2023, the Company issued 250,000 shares of issuable common stock for $ 5,000 ($ 0.02 /share). These shares were sold in 2022. F- 18 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023 Note 10 – Warrants There was no warrant activity for the years ended December 31, 2024 and December 31, 2023. Note 11 – Income Taxes The Company’s tax expense differs from the “expected” tax expense for the period (computed by applying the corporate tax rate of 21 % to loss before taxes), are approximately as follows: Schedule of Components of Income Tax Expense Benefit December 31, 2024 December 31, 2023 Federal income tax benefit - 21 % $ ( 318,000 ) $ ( 332,000 ) Non-deductible items - Subtotal ( 318,000 ) ( 332,000 ) Change in valuation allowance 318,000 332,000 Income tax benefit $ - $ - The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2024 and 2023 are approximately as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2024 December 31, 2023 Deferred Tax Assets Deferred compensation and management fees 6,738,000 6,420,000 Net operating loss carryforwards 1,839,000 1,609,000 Total deferred tax assets 8,577,000 8,029,000 Less: valuation allowance ( 8,577,000 ) ( 8,029,000 ) Net deferred tax asset recorded $ - $ - Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. During 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. At 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. NOL 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. These carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three- year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. The Company files corporate income tax returns in the United States and Texas jurisdictions. Due to the Company’s net operating loss posture, all tax years are open and subject to income tax examination by tax authorities. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. At December 31, 2024 and 2023, respectively, there were no unrecognized tax benefits, and there are no significant accruals for interest related to unrecognized tax benefits or tax penalties. As of December 31, 2023, the Company had no t filed any corporate tax returns since the year ended December 31, 2016. The Company’s failure to file penalties are immaterial. Note 12 – Subsequent Events 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. F- 19