What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-11 · 592 added, 518 removed, 937 unchanged (54% of the section changed)

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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.

currently have only two (3) independent directors on our board, which is fully comprised of seven (7) directors.

Further, as a

publicly traded company, we should strive to have a majority of our board of directors be independent.

are continuing the process of remediating our control deficiencies.

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following table sets forth the names, ages, and positions of our executive officers, directors and key employees as of the date of this

Executive officers are elected annually by our Board of Directors.

Executive officers are elected periodically 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.

Directors are elected by other Directors.

Each director holds his office until his successor is elected and qualified or his earlier resignation

of the Board, President of GIE, and Director

Chairman of the Board, President of GIE, Interim President of the Company

Chief Financial Officer, Secretary and Treasurer

and President

and Executive Vice President - Sales

(Independent)

Director, Chief Executive Officer

(Independent)

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.

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.

Additionally, the Board of Directors has the power to add members to the Board of Directors.

may resign from the Board of Directors or can be terminated at any Shareholder meeting, based on the vote of shareholders.

current Board of Directors consists of sever (7) 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 periodically by the directors.

foregoing notwithstanding, except as otherwise provided in any resolution or resolutions of the board, directors who are elected at an

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and Officers Biographies

Wright - Chairman of our Board of Directors, Co-Founder and President of our wholly owned subsidiary, GIE

Wright - Chairman of our Board of Directors, Co-Founder and President of our wholly owned subsidiary, GIE, Interim President of Greenway Technologies, Inc.

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

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

Kevin Jones – Director and President

Kevin Jones – Director and Executive Vice President - Sales

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

Jones previously served on the Board of Directors from March

7, 2016 through November 8, 2021.

Jones previously served on the Board of Directors from

March 7, 2016 through November 8, 2021.

On August 6, 2024, he was elected President.

On June 27, 2025 Mr.

Jones was elected Chief Executive Officer.

On July 9, 2025, Mr.

Jones was terminated as Chief Executive

Officer and President.

On November 21, 2025, he was elected Executive Vice President – Sales.

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

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

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

relationship with that company was dissolved in 2021.

Jones has excellent business and analytical skills and maintains

relationships with politicians both on the state and federal levels.

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.

Jones has excellent business and analytical skills and maintains relationships with

politicians both on the state and federal levels.

Jones attended Texas Tech University.

and Ransom B.

Jones and Ransom B.

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

Jones – Director, Chief Financial Officer, Secretary and Treasurer

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.

Jones has over 45 years of diverse business

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.

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.

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.

Jones has over 50 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.

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,

Alfano – Director (Independent)

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a BS in Marketing, as well as an MBA in Finance from Rochester Institute of Technology.

Wykrent - Director (Independent)

Wykrent was elected to serve as a member of our Board of Directors June 26, 2019.

Wykrent is a major Shareholder and has been an

advisor to the Board since 2012.

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

By the end of his career, UPS had become a world-wide service provider, with over 481,000 employees.

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.

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.

Doug Cogan – Director,

Chief Executive Officer

On November 21, 2025, Mr.

Cogan was elected Chief

Executive Officer and Director.

Cogan has significant global leadership experience as well as energy sector and engineering and technology

industry experience.

He was with PricewaterhouseCoopers LLP for over 20 years from 1991 to 2022, serving as Partner, Digital Assurance

and Transparency, from 2003 to 2022.

Cogan currently serves on the board of directors for Texas Mutual Insurance.

He holds a bachelor’s

degree in computer science and business management from the University of Mount Union and has completed executive education programs at

Stanford University, Harvard Business School, Massachusetts Institute of Technology and the London Business School.

Dunham Biles, Director

(Independent)

November 21, 2025, Mr.

Biles was elected to the Board.

Bile is a founding member of Biles Wilson, PLLC and has significant experience

representing publicly traded and privately held companies in complex litigation matters across the gamut including:

intellectual property;

environmental;

business disputes;

fraud, breach of fiduciary duty, securities fraud;

and non-compete/employment matters.

starting Biles Wilson, Mr.

Biles was a partner at some of the largest law firms and a renowned boutique litigation firms.

Biles received

his Juris Doctorate from the University of Chicago Law School and his Bachelor of Arts from the University of Pennsylvania.

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

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As of the date of this report, the designated

directors comprising the Executive Committee include Ray Wright, Kent Harer, Paul Alfano and Ransom Jones.

directors comprising the Executive Committee include Ray Wright, Doug Cogan, Robert Kevin Jones and Ransom Jones.

The Executive Committee may

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31, 2025, and December 31, 2024:

and Principal Position

Option Awards

Incentive Plan

Kevin Jones (2)

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

Robert Kevin Jones is our President.

He was named President on August 6, 2024.

Robert Kevin has not taken a salary or any other

form of compensation.

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

Ray Wright (1)

Ransom Jones (2)

Robert Kevin Jones (3)

Doug Cogan (4)

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

Ransom Jones is our Chief Financial Officer, Treasurer and Secretary.

Robert Kevin Jones is our Executive Vice President - Sales.

He was named President on November 21, 2025.

Robert Kevin has not received a

salary or any other form of compensation.

Robert Kevin Jones does not have an employment agreement and serves at the pleasure of

our Board of Directors.

Doug Cogan is our Chief Executive Officer.

not received a salary or any other form of compensation.

Cogan does not have an employment agreement and services at the

pleasure of our Board of Directors.

Equity Awards at Fiscal Year-End

were no outstanding equity awards for our named executive officers as of the end of our last completed fiscal year, December 31, 2025.

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.

our directors receive no regular compensation for their participation on our board, board committees or other activities related to

In 2025, the Board of Directors voted to pay a special board of directors fee in the aggregate amount of $30,000.

are no plans by the directors pay retirement benefits to directors or executive officers.

Wright and Ransom Jones each have employment agreements that automatically renew on each employment anniversary date unless a party provides

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executives’ duties as described by their respective employment agreements.

Robert Kevin Jones does not have an employment agreement

and receives no compensation for his management roles and responsibilities.

Robert Kevin Jones has agreed to this arrangement until

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

Robert Kevin Jones and Doug Cogan do not have employment agreements

and received no compensation for their management roles and responsibilities.

Robert Kevin Jones and Doug Cogan have agreed to this arrangement until

the Company and then enter into a formal employment agreements.

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

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Ownership Table

and Named Executive Officers (9)

of Common Stock

Directors and Named Executive Officers

Shares of Common Stock

Beneficially Owned (1)

Paul Alfano(2)

Robert RobKevin Jones (3)

Robert Kevin Jones (3)

Ransom Jones (5)

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Michael Wykrent (6)

All current Directors

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

Dunham Biles (7)

All current Directors and Named Executive Officers as a group (7 persons) (8)

5% or Greater Stockholders

Paul Alfano (2)

Kevin Jones (3)

Robert Kevin Jones (3)

percentages are based on 456,361,204 shares of Common Stock outstanding as of December 31, 2025.

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

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

Jones and Ransom Jones are

Jones is a greater than 5% Shareholder, Executive Vice President – Sakles and a director.

Jones and Ransom Jones are brothers.

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.

addition, the amount of Common Stock beneficially owned by Mr.

Jones includes:

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

Jones has 100%

ownership interest and for which he serves as sole manager;

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

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

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

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Jones has a spousal interest;

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

Jones pursuant

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

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

Jones by Equity Trust and

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

Jones owns 100% ownership interest and for which he serves

as sole manager.

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

and (c) 1,867,843 Shares

issuable to Mr.

Jones pursuant to that certain Loan Agreement by and between Mabert and the Company, dated September 14,

2018, filed as Exhibit 10.49 to the Company’s Form 10-K/A, filed with the SEC on May 13, 2019;

beneficially held for Mr.

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

Jones owns 100% ownership interest and for which he serves as sole manager.

Wright is the Chairman of our Board of Directors, President of GIE’ our wholly owned subsidiary, and Interim President

of the Company.

Ransom Jones is a Director and our Chief Financial Officer, Secretary and Treasurer, making him a named executive officer.

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Jones includes 3,875,000 shares owned by Mr.

Jones’s spouse, Ms.

Jones’s spouse, Mrs.

Jan Jones, in which Mr.

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Wykrent is an independent Director.

Dunham Biles is an independent

Doug Cogan is the Company’s Chief Executive Officer and a Director.

current directors and named executive officers as a group.

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of a director.

Alfano and Mr.

Wykrent serve as our two independent directors.

Biles and Mr.

Wykrent serve as our three independent directors.

We use the definition of “independent director” as defined

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Ransom Jones, nor Mr.

Wright qualify as independent

Wright or Mr.

qualify as independent directors.

During 2025, the Company added two new members to the Board of Directors, one is independent and the other is a Company

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

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Identification

Agreement executed as of August 18, 2009, between Dynalyst Manufacturing Corporation and Universal Media Corporation, filed as Exhibit

10.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on March 13, 2002, filed as Exhibit

3.1 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on June

7, 2006, filed as Exhibit 3.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File

Number 000-55030.

of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on August

28, 2009, changing the corporate name to Universal Media Corporation, filed as Exhibit 3.3 to the registrant’s registration

statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

of Amendment of Articles of Incorporation of Universal Media Corporation filed with the Secretary of State of Texas on March 23,

2011, changing the corporate name to UMED Holdings, Inc., filed as Exhibit 3.4 to the registrant’s registration statement on

Form 10-12G on August 29, 2013, Commission File Number 000-55030.

of Amendment of Certificate of Formation of UMED Holdings, Inc.

filed with the Secretary of State of Texas on June 23, 2017, changing

the corporate name to Greenway Technologies, Inc., filed as Exhibit 3.1 to the registrant’s Form 8-K/A on July 20, 2017, Commission

File Number 000-55030.

of Dynalyst Manufacturing Corporation, filed as Exhibit 3.5 to the registrant’s registration statement on Form 10-12G on August

29, 2013, Commission File Number 000-55030.

of Incorporation of Greenway Innovative Energy, Inc.

filed with the Secretary of State of Nevada on July 6, 2012, filed as Exhibit

3.7 to the registrant’s Form 10-Q/A, amendment No.

Combination Agreement executed as of August 18, 2009, between Dynalyst Manufacturing Corporation and Universal Media Corporation, filed as Exhibit 10.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on March 13, 2002, filed as Exhibit 3.1 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on June 7, 2006, filed as Exhibit 3.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on August 28, 2009, changing the corporate name to Universal Media Corporation, filed as Exhibit 3.3 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Amendment of Articles of Incorporation of Universal Media Corporation filed with the Secretary of State of Texas on March 23, 2011, changing the corporate name to UMED Holdings, Inc., filed as Exhibit 3.4 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Amendment of Certificate of Formation of UMED Holdings, Inc.

filed with the Secretary of State of Texas on June 23, 2017, changing the corporate name to Greenway Technologies, Inc., filed as Exhibit 3.1 to the registrant’s Form 8-K/A on July 20, 2017, Commission File Number 000-55030.

Bylaws of Dynalyst Manufacturing Corporation, filed as Exhibit 3.5 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Articles of Incorporation of Greenway Innovative Energy, Inc.

filed with the Secretary of State of Nevada on July 6, 2012, filed as Exhibit 3.7 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

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

1, on September 21,

2017, Commission File Number 000-55030.

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

Agreement dated as of May 1, 2012, between Universal Media Corporation and Mamaki Tea & Extract, Inc., filed as Exhibit 10.3

to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

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

formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.4 to the registrant’s registration statement on Form 10-12G on

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

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

formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.5 to the registrant’s registration statement on Form

10-12G on August 29, 2013, Commission File Number 000-55030.

Agreement dated August 29th, 2012, between Universal Media Corporation and Greenway Innovative Energy, Inc., filed as Exhibit 10.6

to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Agreement dated as of February 23, 2012, between Rig Support Services, Inc.

and UMED Holdings, Inc., filed as Exhibit 10.7 to the

registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Purchase Agreement dated as of October 2, 2011, between Jet Regulators, L.C., R/T Jet Tech, L.P.

and UMED Holdings, Inc., filed as

Exhibit 10.8 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Agreement dated May 27, 2011, between UMED Holdings, Inc.

and Kevin Bentley, filed as Exhibit 10.9 to the registrant’s registration

statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Agreement dated May 27, 2011, between UMED Holdings, Inc.

Randy Moseley, filed as Exhibit 10.10 to the registrant’s registration

statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Agreement dated May 27, 2011, between UMED Holdings, Inc.

and Richard Halden, filed as Exhibit 10.11 to the registrant’s registration

statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Agreement dated August 29, 2012, between UMED Holdings, Inc.

and Raymond Wright, filed as Exhibit 10.12 to the registrant’s

registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Agreement dated August 29, 2012, between UMED Holdings, Inc.

and Conrad Greer, filed as Exhibit 10.13 to the registrant’s registration

statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Agreement dated May 27, 2011, between UMED Holdings, Inc.

and Jabez Capital Group, LLC, filed as Exhibit 10.14 to the registrant’s

registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Note in the amount of $850,000 dated August 17, 2012, executed by Mamaki Tea, Inc.

payable to Southwest Capital Funding, Ltd., filed

as Exhibit 10.15 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

of Note and Liens effective as of October 1, 2012, between Southwest Capital Funding, Ltd.

and Mamaki Tea, Inc., filed as Exhibit

10.16 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Modification of Note and Liens effective as of December 20, 2012, between Southwest Capital Funding, Ltd., Mamaki Tea, Inc., and

Mamaki of Hawaii, Inc., filed as Exhibit 10.17 to the registrant’s registration statement on Form 10-12G on August 29, 2013,

Commission File Number 000-55030.

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

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.

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

Purchase Agreement dated as of May 1, 2012, between Universal Media Corporation and Mamaki Tea & Extract, Inc., filed as Exhibit 10.3 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

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

formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.4 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

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

formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.5 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Purchase Agreement dated August 29th, 2012, between Universal Media Corporation and Greenway Innovative Energy, Inc., filed as Exhibit 10.6 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Purchase Agreement dated as of February 23, 2012, between Rig Support Services, Inc.

and UMED Holdings, Inc., filed as Exhibit 10.7 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Asset Purchase Agreement dated as of October 2, 2011, between Jet Regulators, L.C., R/T Jet Tech, L.P.

and UMED Holdings, Inc., filed as Exhibit 10.8 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Employee Agreement dated May 27, 2011, between UMED Holdings, Inc.

and Kevin Bentley, filed as Exhibit 10.9 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Employee Agreement dated May 27, 2011, between UMED Holdings, Inc.

Randy Moseley, filed as Exhibit 10.10 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Employee Agreement dated May 27, 2011, between UMED Holdings, Inc.

and Richard Halden, filed as Exhibit 10.11 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Employee Agreement dated August 29, 2012, between UMED Holdings, Inc.

and Raymond Wright, filed as Exhibit 10.12 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Employee Agreement dated August 29, 2012, between UMED Holdings, Inc.

and Conrad Greer, filed as Exhibit 10.13 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Consulting Agreement dated May 27, 2011, between UMED Holdings, Inc.

and Jabez Capital Group, LLC, filed as Exhibit 10.14 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Promissory Note in the amount of $850,000 dated August 17, 2012, executed by Mamaki Tea, Inc.

payable to Southwest Capital Funding, Ltd., filed as Exhibit 10.15 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Modification of Note and Liens effective as of October 1, 2012, between Southwest Capital Funding, Ltd.

and Mamaki Tea, Inc., filed as Exhibit 10.16 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Second Modification of Note and Liens effective as of December 20, 2012, between Southwest Capital Funding, Ltd., Mamaki Tea, Inc., and Mamaki of Hawaii, Inc., filed as Exhibit 10.17 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

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

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.

and Modification to Purchase Agreement dated as of December 31, 2012, between Rig Support Services, Inc.

and UMED Holdings, Inc.,

filed as Exhibit 10.19 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number

Note in the amount of $158,000 dated September 18, 2014, executed by UMED Holdings, Inc.

payable to Tonaquint, Inc., filed as Exhibit

10.20 to the registrant’s Form 10-Q/A, amendment No.

Romer, filed as Exhibit 10.18 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Rig Support Services, Inc.

and UMED Holdings, Inc., filed as Exhibit 10.19 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.

Promissory Note in the amount of $158,000 dated September 18, 2014, executed by UMED Holdings, Inc.

payable to Tonaquint, Inc., filed as Exhibit 10.20 to the registrant’s Form 10-Q/A, amendment No.

1, on September 21, 2017, Commission File Number 000-55030.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Agreement by and between the registrant and Chisos Equity Consultants, LLC, as amended on February 16, 2018, and March 19, 2018,

filed as Exhibit 10.1 to the registrant’s Form 8-K, on March 21, 2018, Commission File Number 000-55030.

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

payable to Wildcat Consulting Group

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

Tunstall Canyon Group LLC.

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

Family Trust Promissory Note and Settlement.

filed at Exhibit 10.34 to the registrant’s Form 10K on April 5, 2018, Commission

File Number 000-55030.

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

agreement by and between Greenway Technologies, Inc.

Consulting Agreement by and between the registrant and Chisos Equity Consultants, LLC, as amended on February 16, 2018, and March 19, 2018, filed as Exhibit 10.1 to the registrant’s Form 8-K, on March 21, 2018, Commission File Number 000-55030.

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

payable to Wildcat Consulting Group LLC.

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

payable to Tunstall Canyon Group LLC.

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

Greer Family Trust Promissory Note and Settlement.

filed at Exhibit 10.34 to the registrant’s Form 10K on April 5, 2018, Commission File Number 000-55030.

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

Settlement agreement by and between Greenway Technologies, Inc.

and Tonaquint, Inc.

dated April 9, 2018.

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

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

Agreement with Gary L.

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

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

Consulting Agreement with Gary L.

Ragsdale, Ph.D., P.E.

Agreement with John Olynick

Agreement with Marl Zoellers

Agreement with Paul Alfano dba Alfano Consulting Services

Agreement with Peter Hauser

Agreement with William Campbell

Agreement with Ryan Turner

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

LLC as Agent Loan Agreement dated September 14, 2018

LLC as Agent Security Agreement dated September 14, 2018

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

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

Consulting Agreement with John Olynick

Consulting Agreement with Marl Zoellers

Consulting Agreement with Paul Alfano dba Alfano Consulting Services

Consulting Agreement with Peter Hauser

Consulting Agreement with William Campbell

Consulting Agreement with Ryan Turner

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

Mabert LLC as Agent Loan Agreement dated September 14, 2018

Mabert LLC as Agent Security Agreement dated September 14, 2018

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

Rule 11 Agreement, dated March 6, 2019, pursuant to a mutual settlement of all claims by Wildcat Consulting, LLC for the matters in Cause No.

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.

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

Agreement executed on September 26, 2019 with Southwest Capital Funding, Ltd.

to resolve all conflicts related to loan guarantees

provided for Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison.

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

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

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

limited liability company.

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

a Texas limited liability company.

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

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

LLC for the matters in Cause No.

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

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

Settlement Agreement executed on September 26, 2019 with Southwest Capital Funding, Ltd.

to resolve all conflicts related to loan guarantees provided for Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison.

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

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

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

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

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

2018-005801 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.

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

LLC for the matters in Cause No.

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

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.

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.

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.

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

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.

Purchase Agreement by and between Greenway Technologies, Inc.

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

Promissory Note executed on January 24, 2020.

Promissory Note by and between Greenway Technologies, Inc.

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

Agreement executed on January 24, 2020.

Purchase Agreement by and between Greenway Technologies, Inc.

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

Promissory Note executed on February 12, 2020.

Promissory Note by and between Greenway Technologies, Inc.

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

Agreement executed on February 12, 2020.

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

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

DC-19-04207, filed in the District Court in Dallas County, TX on March 26, 2019.

Securities Purchase Agreement by and between Greenway Technologies, Inc.

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

Convertible Promissory Note by and between Greenway Technologies, Inc.

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

Securities Purchase Agreement by and between Greenway Technologies, Inc.

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

Convertible Promissory Note by and between Greenway Technologies, Inc.

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

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

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

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TECHNOLOGIES, INC.

Robert Kevin Jones

Kevin Jones, President

April 15, 2026

Cogan, Chief Executive Officer

Jones, Chief Financial Officer and

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Robert Kevin Jones

Michael Wykrent

Executive Vice President - Sales

Chief Financial Officer

Raymond Wright

President of Greenway Innovative Energy, Inc.

President of Greenway Innovative Energy, Inc., Interim President.

Greenway Technologies, Inc.

Chief Executive Officer

TO CONSOLIDATED FINANCIAL STATEMENTS

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the Board of Directors and

Technologies, Inc.

and Subsidiaries

on the Financial Statements

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

and Subsidiaries (the Company) as of December

31, 2025 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December

31, 2025, and the related notes (collectively referred to as the financial statements).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations

and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States

Doubt About the Company’s Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the financial statements, the Company had a net loss of $1,957,734 and net cash used in operating activities of $710,289

for the year ended December 31, 2025 and a working capital deficit of $14,084,783 and an accumulated deficit of $41,330,906 as of December

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

plans regarding these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

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 audit.

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.

conducted our audit 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.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

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.

audit 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 audit 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 audit provides

a reasonable basis for our opinion.

Audit Matters

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.

did not identify any critical audit matters.

Stephano Slack LLC

have served as the Company’s auditor since 2025.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Greenway Technologies, Inc.

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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.

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.

financial statements are the responsibility of the Company’s management.

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have served as the Company’s auditor since 2019

Coral Springs, Florida

Springs, Florida

DIMENSIONS, LLC

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www.assurancedimensions.com

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

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

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

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

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

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

tax and business consulting services to their clients.

AbitOs Advisors , and its subsidiary

entities are not licensed CPA firms.

Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary McNamara and Associates, LLC (referred

together as “AD LLC”) and AbitOs Advisors, LLC (“AbitOs Advisors”), provide professional services.

AbitOs Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable

laws, regulations, and professional standards.

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.

Technologies, Inc.

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Balance Sheets

December 31, 2025

December 31, 2024

Current Assets

and Stockholders’ Deficit

payable and accrued expenses

payable and accrued expenses - related parties

payable and accrued expenses

payable - related parties - net

note payable - net

- related parties

Prepaids and other

Total Current Assets

Liabilities and Stockholders’ Deficit

Current Liabilities

and Contingencies (Note 8)

Stockholders’

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

paid-in capital

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Accounts payable and accrued expenses

Notes payable

Notes payable - related parties - net

Notes payable

Convertible note payable - net

Advances - others

Customer deposits

Legal settlement liability

Total Current Liabilities

Commitments and Contingencies (Note 8)

Stockholders’ Deficit

Common stock - $ 0.0001 par value, 500,000,000 shares authorized 456,361,204 and 430,837,871 shares issued and outstanding, respectively

Additional paid-in capital

Accumulated deficit

( 41,330,906 )

( 39,373,172 )

Stockholders’ Deficit

Total Stockholders’ Deficit

( 14,084,783 )

( 13,006,449 )

Liabilities and Stockholders’ Deficit

Total Liabilities and Stockholders’ Deficit

accompanying notes are an integral part of these consolidated financial statements

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Statements of Operations

the Year Ended December 31,

and administrative expenses

and development

For the Year Ended December 31,

Operating expenses

from operations

income (expense)

other income (expense) - net

General and administrative expenses

Research and development

Total operating expenses

Loss from operations

( 3,693,382 )

Other income (expense)

Forfeiture of non-refundable deposits

Gain on legal settlement

Interest expense

Total other income (expense) - net

$ ( 1,957,734 )

per share - basic and diluted

average number of shares - basic and diluted

$ ( 1,513,568 )

Loss per share - basic and diluted

Weighted average number of shares - basic and diluted

accompanying notes are an integral part of these consolidated financial statements

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Stockholders’

$ 25,789,908 -

$ ( 37,859,604 )

December 31, 2024

$ ( 39,373,172 )

issued for cash

issued for settlement of liability – related party

$ ( 13,006,449 )

Stock issued for cash

Shares issued for legal settlement

Shares issued for prepaid legal fees

( 1,957,734 )

December 31, 2025

$ ( 41,330,906 )

$ ( 14,084,783 )

accompanying notes are an integral part of these consolidated financial

accompanying notes are an integral part of these consolidated financial statements

Technologies, Inc.

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$ ( 12,029,311 )

Stock issued as debt issue costs

Settlement of subscription receivable - warrants

Stock issued for cash

Stock issued to settle accrued liabilities

Stock issued for services

Stock issued for settlement of liability – related party

( 1,513,568 )

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Statements of Cash Flows

For the Year Ended December 31,

Operating activities

the Year Ended December 31,

$ ( 1,957,734 )

$ ( 1,513,568 )

Adjustments to reconcile net loss to net cash used in operations

Changes in operating assets and liabilities

(Increase) decrease in

Prepaids and other

Increase (decrease) in

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Net cash used in operating activities

Financing activities

Proceeds from advances - related parties

Repayment of advances – related parties

Proceeds from advances - other

Adjustments to reconcile

net loss to net cash used in operations

Forfeiture of non-refundable deposits

( 1,700,000 )

Gain on legal settlement

Changes in operating assets

and liabilities

(decrease) in

payable and accrued expenses

payable and accrued expenses - related parties

cash used in operating activities

Proceeds from advances

– related parties

Repayments of advances – related parties

Repayments on notes payable

Proceeds from stock issued for cash

Net cash provided by financing activities

Net decrease in cash

Cash - beginning of year

Cash - end of year

Supplemental disclosure of cash flow information

Cash paid for interest

Cash paid for taxes

Supplemental disclosure of non-cash investing and financing activities

Conversion of stockholder advances to notes payable - related parties

from stock issued for cash

cash provided by financing activities

increase (decrease) in cash

- beginning of year

- end of year

disclosure of cash flow information

paid for interest

paid for taxes

disclosure of non-cash investing and financing activities

Shares issued for legal settlement

issued for prepaid legal fees

Shares issued for settlement of liability – related party

Issuance of common stock issuable

accompanying notes are an integral part of these consolidated financial statements

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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

The Company’s proprietary and patented technology has been realized in Greenway’s first generation commercial-scale G-ReformerTM

unit (“G-Reformer”), a unique and critical component of the Company’s overall GTL technology solution.

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reflected in the accompanying consolidated financial statements, for the year ended December 31, 2025, the Company had:

loss of $ 1,513,568 ;

cash used in operations was $ 444,223

Additionally,

at December 31, 2024, the Company had:

deficit of $ 39,373,172

Stockholders’

deficit of $ 13,006,449 ;

capital deficit of $ 13,006,449

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.

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.

strategic plans include the following:

business operations more fully during the year ended December 31, 2025,

and execute prospective strategic and partnership opportunities

An accumulated deficit of $ 41,330,906

A working capital deficit of $ 14,084,783

Cash of $ 850

the year ended December 31, 2025, the Company incurred a net loss of $ 1,957,734 and used $ 710,289 in cash from operating activities.

conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the

financial statements are issued.

plans these conditions include:

additional capital through equity or debt offerings

strategic partnerships and licensing arrangements

cost control measures

can be no assurance that these plans will be successfully implemented.

Accordingly, substantial doubt about the Company’s ability

to continue as a going concern persists.

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

TECHNOLOGIES, INC.

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Schedule of Potentially Dilutive Equity Securities

Convertible debt

Antidilutive securities excluded from

computation of earnings per share, amount

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.

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

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

New Accounting Pronouncements

The Company follows Accounting Standards Update

2023-07 – Segment Reporting (Topic 280):

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

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

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

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

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

The Company conducts its business activities

and reports financial results as a single reportable brokerage services segment, The CODM makes decisions about allocating resources

and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results.

The nature of business and accounting policies of the brokerage services segment are the same as described in the description of business

and summary of significant accounting policies notes.

The CODM is President.

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.

The Company operates as a single reportable segment

focused on GTL development and commercialization of the technology.

CODM is the Chief Executive Officer.

TECHNOLOGIES, INC.

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interest rate

Balance - December 31, 2022

Balance – December 31, 2023

No activity in 2024

– December 31, 2023

activity in 2024

– December 31, 2024

Balance – December 31, 2025

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At December 31, 2025, the note is in default.

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

For the note in the original

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

The Company recorded

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

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, 2025 and 2024, total accrued interest was $ 324,105 and $ 246,234 , respectively.

The Company recorded interest expense

of this note payable for the fiscsl years ending December 31, 2025 and 2024, of $ 92,871 and $ 94,650 , respectively.

TECHNOLOGIES, INC.

3 unchanged sentences

4 – Notes Payable – Related Parties

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.

Jones and his late wife and Mabert

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

Agreement, through the year ended December 31, 2024.

These loans are secured by the assets of our Company.

A financing statement and

UCC-1 have been filed according to Texas statutes.

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

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

A foreclosure sale or distribution

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

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

Company executed a loan agreement for up to $ 5,000,000 in advances with a Company owned by a stockholder is the brother of the

Company’s Chief Financial Officer as well as the Company’s Executive Vice President – Sales and a member of the

Board of Directors.

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

a balance of $ 793,433 , pursuant to the Loan Agreement, through the year ended December 31, 2025.

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.

notes bear interest ranging from 10 % - 18 %.

12 unchanged sentences

– December 31, 2025

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

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

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

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

of December 31, 2025 and 2024, total accrued interest for Notes Payable-Related Parties was $ 2,677,058 and $ 2,427,321 , 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, 2025 and 2024, of $ 495,214 and $ 495,279 , respectively.

TECHNOLOGIES, INC.

5 unchanged sentences

of Convertible Notes Payable

dates of note

interest rate

- December 31, 2022

– December 31, 2023

– December 31, 2024

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

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

The Company recorded interest expense from Convertible Notes Payable

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

6 – Advances – Related Parties

– related parties and related terms were as follows:

of Advances - Related Parties and Related Terms

Related Parties

Issuance date of advances

Issuance dates of note

Maturity date

Interest rate

Balance - December 31, 2022

Conversion of advances – related parties to stock

Default interest rate

Conversion rate

$ 0.08 /share

Balance - December

Conversion of advances – related parties to stock

Balance – December

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.

of December 31, 2025 and 2023, total accrued interest for Convertible Notes Payable was $- 0 - and $ 188,567 ,

respectively.

The Company recorded interest expense from Convertible Notes Payable for fiscal years ending December 31, 2024 and

2023, of $ 24,985 and $ 30,082 , respectively.

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.

The interest expense in 2025 was accrued from January 1, 2025 through the date of settlement on October 31, 2025.

6 – Employment Agreements – Related Parties

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

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

In September 2014, Mr.

Wright’s employment agreement was amended to increase his annual pay to $ 180,000 .

its terms, Mr.

Wright’s employment agreement automatically renewed on August 12, 2020, 2021, 2022 2023 and 2024., for successive

one-year periods.

During the twelve-month periods ended December 31, 2024 and 2023, we paid and/or accrued a total of $ 180,000 under the

terms of the agreement.

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

part of Accounts payable and accrued expenses -related party.

Wright is also the Chairman of our Board of Directors.

Effective May 10, 2018, we entered into an employment

agreement with Ransom Jones, Chief Financial Officer, Secretary and a member of the board of directors.

Jones earns a base salary

of $ 120,000 per year.

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

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.

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.

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.

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

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

Jones is also entitled to

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

The foregoing summary of Mr.

Jones’s employment agreement is qualified

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

Jones and our Company, dated May 10,

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

During the 12-month periods ended

December 31, 2024 and 2023, we paid an/or accrued a total of $ 155,000 under the terms of the agreement.

As of December 31, 2024 and 2023,

the total accrued salary was $ 889,167 and $ 792,667 , respectively, and is presented as part of Accounts payable and accrued expenses –

related parties.

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

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

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

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.

twelve-month periods ended December 31, 2025 and December 31, 2024, we paid and/or accrued a total of $ 120,000 , respectively, under the terms of the

As of December 31, 2025, total accrued salary was $ 884,667 and, as of December 31,2024, the total accrued salary was $ 889,167 and is presented as

part of Accounts payable and accrued expenses – related parties.

of December 31, 2025 and 2024, the accrued salary from employment agreements and accrued interest for Notes Payable Related Parties totaling

$ 5,197,663 and $ 4,916,226 , respectively are presented as Accounts payable and accrued expensed – related parties.

TECHNOLOGIES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2025 AND 2024

7 – Commitments and Contingencies

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

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

a previous employee of the Company.

10 unchanged sentences

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.

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

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

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

The Company believes that Tunstall Canyon and Chisos

are majority-owned by Ric Halden.

As of June 30, 2025, the Company had accrued liabilities in the amount of $ 1,672,074 to Ric

Halden, Randy Moseley and Tunstall Canyon, which are all included in the liabilities reflected on the accompanying consolidated

balance sheet.

The court set an original trial date for November 25, 2024.

The Plaintiffs and the Company

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

The new trial date is May 26, 2025.

The case is currently in its discovery

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

as to Liability Only.

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

The Plaintiffs and the Company petitioned the Court for a

new trial date, which was granted and a new trial date was set for May 26, 2025.

On March 28, 2025, Plaintiffs and the Company again petitioned the Court for a new trial

The request was granted and the trial was reset set for September 15, 2025.

Trial was subsequently reset to December 1, 2025.

Plaintiffs, Ric Halden, Randy Moseley, Tunstall 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 which was originally set to be set to be

heard by the Court on March 26, 2025.

Plaintiffs and the Company agreed to reset the hearing to at least 45 days after March 26, 2025.

A new hearing date was set for July 9, 2025.

The Plaintiffs, Ric Halden, Randy Moseley, Tunstall

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 which was originally set to be heard by the Court on March 26, 2025.

Plaintiffs and the Company agreed

to reset the hearing to at least 45 days after March 26, 2025.

On April 29, 2025, Tunstall Canyon, LLC filed a second traditional motion

for partial summary judgement.

The hearing was set for July 19, 2025.

The Company did not challenge the motion and on July 9, 2025, the

court granted a summary judgement in the amount of $ 335,234 plus prejudgement interest at a rate of 18 % per year from January 1, 2025,

until the date of a Final Judgement in the case.

The amount payable to Tunstall Canyon is fully recorded as a liability by the Company.

On October 30, 2025, this dispute was fully resolved

on the following terms:

(1) Greenway to issue Ric Halden 2,000,000 shares of restricted stock in Greenway by November 6, 2025 (representing

a value of $ 80,000 at a price of $ .04 per share);

(2) Greenway to make a payment to Plaintiffs in the amount of $ 50,000 by February 27, 2026;

(3) Greenway to pay $ 900,000 in twelve (12) monthly installments beginning on August 1, 2026.

Greenway’s payment obligations will

be secured by an Agreed Judgment in the amount of $ 1,250,000 that will held in trust by Plaintiff’s counsel and only filed with

a court in the event of a non-cured default by Greenway.

In exchange for these obligations, the lawsuit will be dismissed and Plaintiffs

will execute a release of all claims against Greenway that could have been brought in the litigation.

This includes the withdrawal of

the summary judgement granted to Tunstall Canyon by the court on July 9, 2025 in the amount of $ 335,234 plus prejudgement interest at

a rate of 18 % per year from January 1, 2025.

Further, Plaintiff, Randy Moseley, relinquished his claims against the Company.

reflected a liability to Randy Moseley in the amount of $ 714,663 as of September 30, 2025.

On December 9, 2025, the court approved an AGREED

ORDER OF DISMISSAL WITH PREJUDICE.

The Company recognized a gain of $ 648,783 related

to the legal settlement.

The Company is subject to litigation, claims, investigations, and audits

arising from time to time in the ordinary course of business.

Although legal proceedings are inherently unpredictable, the Company believes

that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously.

TECHNOLOGIES, INC.

7 unchanged sentences

Transactions for the Year Ended December 31, 2025

Stock Issued for Cash

The Company issued 22,523,333 shares of common stock

for $ 458,500 ($ 0.02 - $ 0.10 /share).

Stock Issued for Legal Settlement

The Company issued 2,000,000 shares of common stock

in settlement of accrued liabilities totaling $ 83,500 , ($ 0.0417 /share).

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

trading price.

The Company recognized a gain of $ 648,783 related to the legal settlement.

Stock Issued for prepaid legal fees

The Company issued 1,000,000 shares of common stock

for prepaid legal services totaling $ 100,000 , ($ 0.10 /share).

The share price was negotiated between the parties.

Equity Transactions for the Year Ended December

Issued for Cash

5 unchanged sentences

on settlement.

Transactions for the Year Ended December 31, 2023

Issued for Cash

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

Issued for Settlement of Liabilities

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

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

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

In connection

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

of Previously Issuable Shares

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

These shares were sold in 2022.

TECHNOLOGIES, INC.

2 unchanged sentences

31, 2025 AND 2024

10 – Warrants

was no warrant activity for the years ended December 31, 2025 and December 31, 2024.

3 unchanged sentences

Schedule of Components of Income Tax Expense Benefit

December 31, 2024

December 31, 2023

Federal income tax benefit - 21 %

Federal income

tax benefit - 21 %

$ ( 411,000 )

$ ( 318,000 )

Non-deductible items

Change in valuation allowance

Income tax benefit

Non-deductible

in valuation allowance – 21 %

tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2025

1 unchanged sentence

Schedule of Deferred Tax Assets and Liabilities

December 31, 2024

December 31, 2023

Deferred Tax Assets

Deferred compensation and management fees

Net operating loss carryforwards

Deferred compensation

and management fees

operating loss carryforwards

Total deferred tax assets

2 unchanged sentences

( 8,577,000 )

Net deferred tax asset recorded

deferred tax asset recorded

tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary

31 unchanged sentences

no unrecognized tax benefits, and there are no significant accruals for interest related to unrecognized tax benefits or tax penalties.

of December 31, 2023, the Company had no t filed any corporate tax returns since the year ended December 31, 2016.

of December 31, 2025, the Company had not filed any corporate tax returns since the year ended December 31, 2016.

The Company’s

failure to file penalties are immaterial.

11 – Forfeiture of Customer Deposit

the year ended December 31, 2025, the Company recognized $ 1,700,000 as other income related to the forfeiture of customer deposits.

May 2025, the Company entered into a term sheet with a third party pursuant to which the third party paid deposits totaling $ 1,700,000

in contemplation of entering into definitive agreements for the purchase and deployment of a G-Reformer unit.

The term sheet provided

that $ 1,300,000 of the deposits were non-refundable if definitive agreements were not executed.

No definitive agreements were executed,

and the third party did not proceed with the contemplated transaction.

deposits had previously been recorded as customer deposits (a contract liability) on the Company’s consolidated balance sheet.

During 2025, management evaluated the status of the arrangement and determined that no performance obligations remained, no definitive

agreements had been executed, and no refund obligation existed.

Accordingly, the Company concluded that the related liability was extinguished

and recognized $ 1,700,000 as income during the year ended December 31, 2025.

forfeiture is non-recurring in nature and is presented separately within other income in the consolidated statement of operations.

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.

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 - $ 0.03 per share.

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

What changed 10-K

Item 9A. Controls and Procedures