What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-04-15 compared with 2025-03-11 · 209 added, 155 removed, 283 unchanged (56% of the section changed)

42 unchanged sentences

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

In addition, the Company has several other pending patent

applications, both domestic and international, related to various components and processes involving our proprietary GTL methods,

which when granted, will further complement our existing portfolio of issued patents and pending patent applications.

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

for all patent applications currently filed with the Patent and Trademark Office relating to GWTI’s natural gas reforming technologies

developed under its sponsored research agreement with UTA.

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

As described in the ‘594 Patent,

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

section of the Company’s proprietary G-Reformer™ reactor to generate carbon monoxide along with unreacted methane and steam.

The carbon monoxide, unreacted methane, and steam then enter the catalyst chamber where these components react to generate syngas.

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

December 15, 2020, the Company announced additional information regarding valuable outputs produced by the Company’s

proprietary G-Reformer™ catalyst reactor and Fischer-Tropsch (FT) technology which combine to form the

“Greer-Wright” GTL solution.

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

extraction of high-value chemicals and alcohols.

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

n-Decane, n-Dodecane, and n-Tridecane, and the alcohols produced include ethanol and methanol.

The company has identified worldwide

industrial demand for these outputs, which will significantly improve the economic return on investment (ROI) of GTL plants that are

based on GWTI’s technology.

GWTI is a development-stage company with plans to continue its unique and patented

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

up-front and ongoing costs resulting in more profitable results for O&G operators.

In addition, the proprietary technology based

around the G-Reformer is unique in that it also allows for transportable (mobile) GTL plants with a much smaller footprint as compared

to legacy large-scale technologies.

Greenway is in discussions with a number of oil and gas operators and other interested parties to

license and obtain joint venture or other forms of capital funding to build its first third-party customer gas-to-liquid plant.

In addition, the Company has other pending patent applications,

both domestic and international, related to various components and processes involving our proprietary GTL methods, which when granted,

will further complement our existing portfolio of issued patents and pending patent applications.

December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with the UTA for all patent applications

currently filed with the Patent and Trademark Office relating to GWTI’s natural gas reforming technologies developed under its

sponsored research agreement with UTA.

During 2025, the Company paid UTA $196,587 under SRAs and $250,000 under a Patent & Technology License Agreement.

Additionally, at December 31, 2025, the Company had a liability to UTA

under its SRA for the period July 1, 2025 – June 30, 2026 in the amount of $216,212.

described in the ‘594 Patent, ‘104 Patent, ‘827 Patent, and ‘473 Patent, methane, oxygen, and steam are continuously

injected into the combustion section of the Company’s proprietary G-Reformer™ reactor to generate carbon monoxide along with

unreacted methane and steam.

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

react to generate syngas.

The pressure and temperature inside the reaction vessel is controlled to create a favorable environment for

synthetic gas generation.

December 15, 2020, the Company announced additional information regarding valuable outputs produced by the Company’s proprietary

G-Reformer™ catalyst reactor and Fischer-Tropsch (FT) technology which combine to form the “Greer-Wright” GTL solution.

Recent research and development activity have shown that the technology can also allow the extraction of high-value chemicals and alcohols.

The potential high-value chemical outputs include n-Hexane, n-Heptane, n-Octane, n-Decane, n-Dodecane, and n-Tridecane, and the alcohols

produced include ethanol and methanol.

The company has identified worldwide industrial demand for these outputs, which will significantly

improve the economic return on investment (ROI) of GTL plants that are based on GWTI’s technology.

GWTI is a development-stage

company with plans to continue its unique and patented technology.

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

and ongoing costs resulting in more profitable results for O&G operators.

In addition, the proprietary technology based around the

G-Reformer is unique in that it also allows for transportable (mobile) GTL plants with a much smaller footprint as compared to legacy

large-scale technologies.

Greenway is in discussions with a number of oil and gas operators and other interested parties to license and

obtain joint venture or other forms of capital funding to build its first third-party customer gas-to-liquid plant.

December 2010, UMED acquired the rights to approximately 1,440 acres of placer mining claims located on Bureau of Land Management (“BLM”)

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mining and processing will determine the ultimate value which may be realized from this property holding.

The Company is currently exploring

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

The Company explored

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

However, the Company decided to focus only on its core technologies and the mining interests were forfeited on August 31, 2025 for failure

to timely pay Mining Claim Maintenance Fees.

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

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Stockholders’ deficit

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

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

These reductions in expenses were

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

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

The change was primarily due to a decrease

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

related parties of $44,653.

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

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

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

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

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

– Our net loss in 2025 compared to 2024 increased primarily due to increases of $531,724 in consulting fees, commissions of

$58,000, meals and entertainment of $5,598, stock quoting service of $13,620, travel of $12,035, wages of $37,500, board of directors

fees of $30,000, expense reimbursements of $15,306, investor promotion expense of $5,340, legal expenses of $985,641, research and development

of $1,155,335 and commuting expense of $49,250.

These increases in expenses were offset by decreases in auditor fees of $12,183, mining

expense of $14,400 and interest expense of $6,128.

Additionally, net loss was reduced by a gain on legal settlement of $648,783 and income

for forfeiture of non-refundable deposits in the amount of $1,700.

– Our net cash used in operations in 2025 compared to 2024 increased primarily due to increases in net loss of $444,166, prepaids

and other of $45,679, accounts payable and accrued expenses of $1,206,485, customer deposits of $10,000 and liabilities for legal settlement

These were offset by a decrease in accounts payable and accrued expenses – related parties of $443,923.

– The working capital deficit increased in 2025 compared to 2024 due to increases in cash and prepaids and other of $26,502,

accounts payable and accrued expenses of $35,066, accounts payable and accrued expenses – related parties of $281,437, customer

deposits of $10,000 and legal settlement liability of $950,000, These were offset by an decreases in notes payable of $5,000 and convertible

note payable – net of $166,666..

– The increase in stockholders’ deficit in 2025 compared to 2024 resulted from the net effect of an increase net loss

of $1,917,743 offset by issuances of common stock of $879,400.

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

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Interest expense

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

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

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

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

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

spending on R&D.

Forfeiture of non-refundable deposits

Gain on legal settlement

operating expenses increased by $2,799,077 from $894,305 in 2024 to $3,693,382 in 2025.

– General and administrative expenses in 2025 compared to 2024 increased primarily due to increases of $531,724 in consulting

fees, commissions of $58,000, meals and entertainment of $5,598, stock quoting service of $13,620, travel of $12,035, wages of $37,500,

board of directors fees of $30,000, expense reimbursements of $15,306, investor promotion expense of $5,340, legal expenses of $985,641,

research and development of $1,155,335 and commuting expense of $49,250.

These increases in expenses were offset by decreases in auditor

fees of $12,183, mining expense of $14,400 and interest expense of $6,128.

– The increase was related generating an increase in liquidity from sales of Common Stock of $696,000 and collection of non-refundable

deposits in the amount of $1,700,000, which allowed the Company to bring payments under its patent Patent & Licensing Agreement with

UTA current and additional spending on R&D to provide impetus to commercialize our technology.

– The increase is negligible.

– The Company entered into a non-binding agreement with a counterparty to pay a non-refundable deposit to pay the Company non-refundable

deposits in the amount of $1,700,000.

Ultimately, ultimately the counterparty was not able to follow through with its commitment to purchase

As a result, the $1,700,000 became income instead of being applied to the purchase of a reformer.

– The Company reached a settlement in a legal dispute that resulted in an extraordinary gain of $648,783.

The gain resulted due

to reduction of several liabilities, the creation of a new liability and the issuance of 2,000,000 shares of stock.

Loss and Net Loss per Share

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

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

consolidated net loss increased by $444,166 from $1,513,568 in 2024 compared to $1,957,734 in 2025.

Th basic and diluted earnings share

for the year ended December 31, 2025, as compared to December 31, 2024 were the same $.00 per share

weighted-average number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 444,862,026

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Total current assets

Accounts payable and accrued

expenses - related party

Notes payable - related parties

Convertible note payable -

Advances - related parties

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Notes payable - related parties - net

Convertible note payable - net

Advances - others

Customer deposits

Legal settlement liability

Total current liabilities

Total liabilities

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

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

- See discussion regarding cash resources in #1 above.

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

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

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

– See discussions in #4 and #5 above.

- Cash decreased in 2025 compared to 2024 due to net loss of $1,957,734, an increase in cash of $691,000 from financing activities

and an increase in adjustments to reconcile net loss to net cash used in operations by $1,247,445.

– Prepaids and other assets increased in 2025 from 2024 due to an increase of prepaid legal fees of $45,791.

- See discussion regarding cash resources in #1 and #2 above.

– Accounts payable and accrued expenses and accounts payable and accrued expenses - related party in 2025 compared to 2024

increased due to the fact that amounts accrued were greater than amounts paid in satisfaction of the liabilities.

– Notes Payable in 2025 compared to 2024 decreased by $5,000 due to a loan payment in 2025 in the amount of $5,000

– Convertible note payable net in 2025 compared to 2024 decreased due the fact that the debt was settled in a legal settlement.

– Customer deposits increased in 2025 compared to 2024 increased by $10,000 due to a customer making a deposit for future technology

– Legal settlement liability increased in 2025 compared to 2024 by $950,000 due to a legal settlement.

– See notes #4 - #8 above.

Net cash used in operating activities

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net cash used in operations in 2025 was greater than 2024.

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

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

The increase was primarily due to increases of net loss of $444,166, stock

issued in a legal settlement of $83,400, stock issued for prepaid legal fees of $100,000, in accounts payable and accrued expense of

$1,206,485, customer deposits of $10,000 and decreases in prepaids and other assets of $45,769, accounts payable and accrued expenses

– related parties of $443,923 and liabilities for legal settlement – net of $732,183.

cash used in investing activities for the year ending December 31, 2025 and 2024 was $0.

2025, the Company had net cash provided by financing activities of $691,000, consisting of the following:

from advances – related parties - $7,116

of advances – related parties - $2,386

from stock issued for cash - $696,000

on notes payable - $(5,000)

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

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2023,2024 and 2025, for successive one-year periods.

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

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

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

of Accounts payable and accrued expenses -related party.

Wright is also the Chairman of our Board of

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

board of directors.

During the twelve-month periods ended December 31, 2025 and 2024, we paid

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

As of December 31, 2025 and December 31, 2024, total accrued

salary was $1,635,938 and $1,599,738, respectively, and is presented as part of Accounts payable and accrued expenses -related

Wright is also the Chairman of our Board of Directors and Interim President of the Company.

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

member of the board of directors.

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

During each year that Mr.

Jones’ agreement is in

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

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

Jones received a grant of common stock (the “Stock

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

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

Jones is also entitled to participate in the

Company’s benefit plans when such plans exist.

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, 2025.

Jones received a grant of common

stock (the “Stock Grant”) at the start of his employment equal to 250,000 shares each of the Company’s Common

Stock, par value $.0001 per share (the “Common Stock”), such shares vesting immediately.

Jones is also entitled to

participate in the Company’s benefit plans when such plans exist.

The foregoing summary of Mr.

Jones’s employment agreement is qualified in

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

Jones and our Company, dated May

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

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

terms of the agreement.

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

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

Jones’s employment

agreement is qualified in its entirety by reference to the actual true and correct Employment Agreement by and between Mr.

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.

By its terms, Mr.

Jones’ employment agreement automatically renewed on May 10,2019, 2020, 2021, 2022, 2023, 2024 and 2025, for

successive one-year periods.

As of December 31, 2025 and December 31, 2024, respectively, total accrued salary was $889,167 and

$1,599,738, respectively, and is presented as part of Accounts payable and accrued expenses - related party.

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

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incorporated by reference as Exhibit 10.59.

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

via “Analytical Professionals”), to manage engineering and vendor relationships, assist in defining the design and cost of

certain capital equipment and to manage the direction of research, development and other related engineering activities.

also support the Company’s ongoing business operations, including assistance in commercialization and market implementation, strategic

planning and other services.

The agreed upon start date under the agreement is July 1, 2020 and the minimum engagement term was for six

After the initial term the agreement automatically renews for subsequent six (6) month terms unless the Company or Mr.

terminates the agreement.

Under the agreement, in exchange for Mr.

Goekel’s services he will receive a minimum monthly fee of $10,000

per month in deferred compensation until such time that adequate funds are available for payment.

As of December 31, 2023, we have accrued

$420,000 in compensation expense related to this agreement.

Additionally, under the agreement Mr.

Goekel was issued stock warrants for

3,000,000 shares at a strike price of $0.03 per share effective July 1, 2020 and expiring on June 30, 2022.

The Company recognized valued

and recognized compensation expense related to these warrants of $25,137 for the year ended December 31, 2020.

Goekel did not exercise

any of the stock warrant prior to June 30, 2022 and the warrants expired unexercised.

After meeting certain deliverables set forth in

the agreement, Mr.

Goekel will be issued stock warrants for 1,000,000 shares at a strike price that is an average of the stock price

for the 90 days that the deliverables have been met.

No such deliverables have been met to date, and currently management does not believe

these 1,000,000 warrants will be earned by the service provider.

On August 2, 2025, the Company entered into a management

consulting agreement with Blue Shift Pacific, LLC.

That agreement provides that the Company pay an hourly rate of $150, $900 per day,

$4,500 per week or $20,000 per month, depending on the extent of services requested by a company representative.

The initial term of the

agreement is twelve (12) months.

After the initial term has ended, the agreement shall renew for subsequent one (1) month terms unless

and until the Company or Blue Shift Pacific, LLC terminates the agreement.

The agreement may be terminated at any time upon fifteen (15)

days written notice to the other party.

As of December 31, 2025, the Company accrued $98,643 under the contract.

On August 5, 2025, the Company entered into a management

consulting agreement with Anthony Bradzil.

That agreement provides that the Company pay an hourly rate of $120, $900 per day, $4,000 per

week or $16,500 per month, depending on the extent of services requested by a company representative.

The initial term of the agreement

is twelve (12) months.

After the initial term has ended, the agreement shall renew for subsequent one (1) month terms unless and until

the Company or Anthony Bradzil terminates the agreement.

The agreement may be terminated at any time upon fifteen (15) days written notice

to the other party.

As of December 31, 2025, the Company accrued $17,185 under the contract.

On July 28, 2025, the Company entered into a management

consulting agreement with Kent Harer.

The agreement provides that Kent Harer will receive 5,000,000 warrants to purchase the Company’s

common stock at an exercise price $.065, or the closing price of the stock on the day the agreement is executed by both parties and expiring

on July 30, 2028.

The agreement did not specify the timing for the execution or the language of the warrant agreement.

As of the date

of this filing, the Company has not provided Mr.

Harer a warrant agreement for his consideration.

The initial term of the agreement was

two (2) months and renews for subsequent one (1) month terms unless the Company or Mr.

Harer terminates it by providing a fifteen (15)

day written notice to the other party.

On January 6, 2026, the Company terminated the consulting agreement.

to the GIE Acquisition Agreement in August 2012, we agreed to:

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of GIE, pursuant to the GIE Acquisition Agreement.

2024, our annual lease maintenance fees due to Bureau of Land Management (“ BLM ”) for the Arizona, were $14,500.

is no actual lease agreement with the BLM, but we file an annual maintenance fee form and pay fees to the BLM to hold our claims.

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

In December 2010, UMED acquired

the rights to approximately 1,440 acres of placer mining claims located on Bureau of Land Management (“ BLM ”) land

in Mohave County, Arizona (such property, the “ Arizona Property ”), in an Assignment Agreement dated December 27, 2010,

and filed as Exhibit 10.31 to this Form 10-K, between Melek Mining, Inc., 4HM Partners, Inc.

and the Company, in exchange for 5,066,000

shares of our common stock.

Early indications from samples taken and processed by Melek Mining provided reason to believe that the potential

recovery value of the metals located on the Arizona Property could be significant, but only actual mining and processing will determine

the ultimate value that may be realized from this property holding.

However, the Company decided to focus only on its core technologies

and the mining interests were forfeited on August 31, 2025 for failure to timely pay Mining Claim Maintenance Fees.

to date has been provided by loans, advances from Shareholders and Directors and issuances of our Common Stock in various private placements

to accredited investors, related parties and institutions.

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

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

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

During 2024, $38,316 was repaid

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

For the year ended December 31, 2025, there was no related-party financing.

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

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

During 2024, $38,316 was repaid resulting

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

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

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

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

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

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

the year ended December 31, 2025, there were no shares issued to related-parties.

On various dates throughout the year ended

December 31, 2024, the Company issued 4,415,334 shares of Rule 144 restricted Common Stock, par value $.0001 per share to related

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

On various dates throughout the year ended December

31, 2025, the Company issued 22,523,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement

sales to various accredited investors, for $696,000 ($.01 - $.02/share).

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

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

we are subject to general inflationary trends, including for basic manufacturing production materials, our management believes that inflation

in and of itself does not have a material effect on our operating results.

However, inflation may become a factor in the future.

economics of GTL conversion rely in part on the arbitrage between oil and natural gas prices, with economic models for many producers,

including our own models, using a range of $30-60/bbl (for WTI or Brent Crude as listed daily on the Nymex and ICE commodities exchanges)

to determine relative profitability of their GTL operations.

we are subject to general inflationary trends, including costs for basic manufacturing production materials, our management believes

that inflation in and of itself does not have a material effect on our operating results.

However, inflation may become a factor in

The economics of GTL conversion rely in part on the arbitrage between oil and natural gas prices, with economic models

for many producers, including our own models, using a range of $30-60/bbl (for WTI or Brent Crude as listed daily on the Nymex and

ICE commodities exchanges) to determine relative profitability of their GTL operations.

Sheet Arrangements

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to both present and future products are expensed in the period incurred.

Company incurred research and development expenses of $50,000 and $-0- for the years ended December 31, 2024 and 2023, respectively.

Company incurred research and development expenses of $1,205,335 and $50,000 - for the years ended December 31, 2025 and 2024,

respectively.

Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair

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equity securities:

December 31, 2025

December 31, 2024

Convertible debt

New Accounting Pronouncements

The Company follows Accounting Standards Update 2023-07

– Segment Reporting (Topic 280):

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

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

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

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

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

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

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

operates its business and presents their financial results.

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

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

The CODM is President.

From January 1, 2025

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

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

On October 31, 2025, the Company entered into a settlement agreement related to litigation with plaintiffs Ric Halden, Randy Moseley,

Tunstall Canyon Group, LLC and Chisos Equity Consultants, LLC.

Due to the settlement, the note payable to Tunstall Canyons Group, LLC,

which held the debt convertible into warrants, was completely settled.

As a result, the warrants were cancelled by operation of the settlement.

Accounting Pronouncements

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.

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.

CODM is Chief Executive Officer.

January 1, 2026 through March 11, 2026, the Company issued 9,973,333 shares of Rule 144 restricted Common Stock in private placements

to 17 accredited investors at $0.02 - $.03 per share.

and Qualitative Disclosures About Market Risk.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis