GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our results of operations and financial condition for the fiscal years ended December 31, 2025 and 2024 should be read in conjunction with our Financial Statements and the notes to those Consolidated Financial Statements that are included elsewhere in this Form 10-K and were prepared assuming that we will continue as a going concern. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the “Risk Factors,” “Cautionary Notice Regarding Forward-Looking Statements” and “Description of Business” sections and elsewhere in this Form 10-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “predict,” and similar expressions to identify forward-looking statements. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, our actual results could differ materially from those discussed in these statements. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future. In the below discussion, “we,” “our,” “us,” the “Company” and similar terms in this report, as well as references to “UMED” and “Greenway” all refer to Greenway Technologies, Inc., and our wholly-owned subsidiary, Greenway Innovative Energy, Inc., unless the context requires otherwise. Greenway Technologies, Inc. is engaged in the research and development of proprietary gas-to-liquids syngas conversion systems and micro-plants that can be scaled to meet specific gas field production requirements. The company’s patented and proprietary technologies have been realized in its first commercial G-Reformer unit, a unique component used to convert natural gas into synthesis gas, which when combined with a Fischer-Tropsch reactor and catalyst, produces fuels including gasoline, diesel, jet fuel and methanol. G-Reformer units can be deployed to process a variety of natural gas streams including pipeline gas, associated gas, flared gas, vented gas, coal-bed methane and/or biomass gas. When derived from any of these natural gas sources, the liquid fuels created are incrementally cleaner than conventionally produced oil-based fuels. Greenway’s objective is to become a material direct and licensed producer of renewable GTL synthesized diesel and jet fuels, with a near term focus on U.S. market opportunities. The Company believes that its proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general. Initial tests have demonstrated that the Company’s solution appears to be superior to legacy technologies which are more costly, have a larger footprint and cannot be easily deployed at field sites to process associated gas, stranded gas, coal-bed methane, vented gas, or flared gas - all markets the Company seeks to service. Since 2020, the Company has received several U.S. Patents (the ‘594 Patent, ‘104 Patent, ‘827 Patent, and ‘473 Patent) pertaining to syngas generation for gas-to-liquid fuel conversion. In addition, the Company has 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. On 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. - 15 - 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. The pressure and temperature inside the reaction vessel is controlled to create a favorable environment for synthetic gas generation. On 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. 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. Mining Interest 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 for 5,066,000 shares of restricted Common A stock. Early indications, from samples taken and processed, provided reason to believe that the potential recovery value of the metals located on the 1,440 acres is significant, but only actual mining and processing will determine the ultimate value which may be realized from this property holding. 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 efforts. 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. Going Concern We remain dependent on outside sources of funding (debt and/or equity) for the continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in their report dated March 11, 2025, which is included with our consolidated Financial Statements and raises substantial doubt about our ability to continue as a going concern. $ December 31, December 31, Increase 2025 2024 (Decrease) % Change Net loss $ 1,957,734 $ 1,513,568 $ 444,166 29.34 % 1 Net cash used in operations $ 893,689 $ 444,223 $ 449,466 101.18 % 2 Working capital deficit $ 14,084,783 $ 13,006,449 $ 1,078,334 8.29 % 3 Stockholders’ deficit $ 14,084,783 $ 13,006,449 $ 1,078,334 8.29 % 4 1 – 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. 2 – 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 of $731,183. These were offset by a decrease in accounts payable and accrued expenses – related parties of $443,923. 3 – 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.. 4 – 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. These factors raise substantial doubt about our ability to continue as a going concern. The Consolidated Financial Statements included in our Form 10-K do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient new cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and/or ultimately to attain profitable operations. However, there is no assurance that profitable operations, financing, or sufficient new cash flows will occur in the future. - 16 - Our ability to achieve profitability will depend upon our ability to finance, manufacture, and market/operate GTL units. Our growth is dependent on attaining profit from our operations and raising additional capital either through the sale of our Common Stock or borrowing. There is no assurance that we will be able to raise any equity financing or sell any of our products at a profit. We will be unable to pay our obligations in the normal course of business or service our debt in a timely manner throughout 2026 without raising additional debt or equity capital. There can be no assurance that we will raise additional debt or equity capital. We are currently evaluating strategic alternatives that include (i) raising new equity capital and/or (ii) issuing additional debt instruments. The process is ongoing, lengthy and has inherent costs. There can be no assurance that the exploration of these strategic alternatives will result in any specific action to alleviate our 12-month working capital needs or result in any other transaction. While we are attempting to commence operations and generate revenues, our cash position may not be sufficiently significant to support our daily operations. Management intends to raise additional funds by way of an offering of our securities. Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us to continue as a going concern. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful. Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues. Results of Operations For Year Ended December 31, 2025 as Compared to Year Ended December 31, 2024: We had no revenues for consolidated operations for the years ended December 31, 2025 and 2025. We reported consolidated net losses during the years ended December 31, 2025 and 2024 of $1,957,734 and $1,513,568, respectively. The following table summarizes consolidated operating expenses and other income and expenses for the years ended December 31, 2025 and December 31, 2024: December 31, December 31, $ Increase 2025 2024 (Decrease) % Change Revenues $ - $ - $ - 0.00 % General and administrative expenses $ 2,488,047 $ 844,305 $ 1,643,742 294.68 % 1 Research and development $ 1,205,335 $ 50,000 $ 1,155,335 2,301.67 % 2 Interest expense $ 613,135 $ 619,263 $ (6,128 ) (.0010 )% 3 Forfeiture of non-refundable deposits $ 1,700,000 $ - $ 1,700,000 INF % 4 Gain on legal settlement $ 648,783 $ - $ 648,783 INF % 5 Total operating expenses increased by $2,799,077 from $894,305 in 2024 to $3,693,382 in 2025. 1 – 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. 2 – 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. 3 – The increase is negligible. 4 – 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 a reformer. As a result, the $1,700,000 became income instead of being applied to the purchase of a reformer. 5 – 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. Net Loss and Net Loss per Share Our 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 The weighted-average number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 444,862,026 for the year ended December 31, 2025, and 413,126,039 for the year ended December 31, 2024. - 17 - Liquidity and Capital Resources We do not currently have sufficient working capital to fund our expected future operations. We cannot assure investors that we will be able to continue our operations without securing additional adequate funding. We had $850 in cash, total assets of $46,753, and total liabilities of $14,131,536 as of December 31, 2025. Total accumulated deficit at December 31, 2025, was ($41,330,906). Liquidity is the ability of a company to generate adequate amounts of cash to meet all of its financial obligations. The following table provides certain selected balance sheet comparisons between December 31, 2025, and December 31, 2024: December 31, December 31, $ Increase 2025 2024 (Decrease) % Change Cash $ 850 $ 20,139 $ (19,289 ) (95.78 )% 1 Prepaids and other $ 45,903 $ 112 $ 45,791 40,884.80 % 2 Total current assets $ 46,753 $ 20,251 $ 26,502 130.87 % 3 Total assets $ 46,753 $ 20,251 $ 26,502 130.87 % 3 Accounts payable and accrued expenses $ 4,201,502 $ 4,166,436 $ 35,066 8.41 % 4 Accounts payable and accrued expenses - related party $ 5,514,260 $ 5,232,823 $ 281,437 5.38 % 4 Note payable $ 647,500 $ 652,500 $ (5,000 ) (7.66 )% 5 Notes payable - related parties - net $ 2,805,774 $ 2,805,774 $ - - % Convertible note payable - net $ - $ 166,667 $ (166,667 ) INF % 6 Advances - others $ 2,500 $ 2,500 $ - - % Customer deposits $ 10,000 $ - $ 10,000 INF % 7 Legal settlement liability $ 950,000 $ - $ 950,000 INF % 8 Total current liabilities $ 14,131,536 $ 13,026,700 $ 1,104,836 5.88 % 9 Total liabilities $ 14,131,536 $ 13,026,700 $ 1,104,836 5.88 % 9 1 - 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. 2 – Prepaids and other assets increased in 2025 from 2024 due to an increase of prepaid legal fees of $45,791. 3 - See discussion regarding cash resources in #1 and #2 above. 4 – 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. 5 – Notes Payable in 2025 compared to 2024 decreased by $5,000 due to a loan payment in 2025 in the amount of $5,000 6 – Convertible note payable net in 2025 compared to 2024 decreased due the fact that the debt was settled in a legal settlement. 7 – Customer deposits increased in 2025 compared to 2024 increased by $10,000 due to a customer making a deposit for future technology development. 8 – Legal settlement liability increased in 2025 compared to 2024 by $950,000 due to a legal settlement. 9 – See notes #4 - #8 above. - 18 - Cash Flows December 31, December 31, $ Increase 2025 2024 (Decrease) % Change Net cash used in operating activities $ 710,289 $ 444,223 $ 266,066 59.89 % Net cash used in investing activities $ - $ - $ - - % Net cash provided by financing activities $ 691,000 $ 463,230 $ 227,770 49.17 % Operating Activities Our net cash used in operations in 2025 was greater than 2024. 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. Investing activities Net cash used in investing activities for the year ending December 31, 2025 and 2024 was $0. F inancing Activities In 2025, the Company had net cash provided by financing activities of $691,000, consisting of the following: Proceeds from stock issued for cash - $696,000 Repayment on notes payable - $(5,000) Our accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. Our general business strategy is to first develop our GTL technology to maintain our basic viability, while seeking significant development capital for full commercialization. As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $41,330,906 and $39,373,172 as of December 31, 2025 and 2024, respectively. Our ability to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on our ability to obtain necessary financing to fund ongoing operations. - 19 - Commitments Capital Expenditures - none Operational Expenditures Employment Agreements In August 2012, we entered into an employment agreement with Raymond Wright, for the position of president of GIE, for a term of five years, with compensation of $90,000 per year. In September 2014, Mr. Wright’s employment agreement was amended to increase his annual pay to $180,000. By its terms, Mr. Wright’s employment agreement automatically renewed on August 12, 2020, 2021, 2022 2023,2024 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 party. Mr. Wright is also the Chairman of our Board of Directors and Interim President of the Company. Effective 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. Mr. Jones earns a base salary of $120,000 per year. During each year that Mr. Jones’ agreement is in effect, he is entitled to receive a bonus (“Bonus”) equal to at least Thirty-Five Thousand Dollars ($35,000) per year, such amount having been accrued for the period ended December 31, 2025. Mr. Jones received a grant of common stock (the “Stock Grant”) at the start of his employment equal to 250,000 shares each of the Company’s Common Stock, par value $.0001 per share (the “Common Stock”), such shares vesting immediately. Mr. Jones is also entitled to participate in the Company’s benefit plans when such plans exist. The foregoing summary of Mr. Jones’s employment agreement is qualified in its entirety by reference to the actual true and correct Employment Agreement by and between Mr. Jones and our Company, dated May 10, 2018, a copy of which is filed as Exhibit 10.40 to this Form 10-K and incorporated by reference herein. 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. Consulting Agreements On September 7, 2018, Wildcat, a company controlled by Shareholder Marshall Gleason, filed suit against us alleging claims arising from the Gleason Agreement, seeking to recover monetary damages, interest, court costs, and attorney’s fees. In a separate lawsuit, Wildcat filed suit claiming that the Company breached that certain Promissory Note dated on or about November 13, 2017, entered into between Wildcat, as lender and Greenway as borrower, and as a result Wildcat initiated an action in County Court at Law No. 2 of Tarrant County, Texas, Cause No. 2018-006416-2. On March 6, 2019, we entered into a Rule 11 Agreement with Gleason settling both disputes, a copy of which is filed as Exhibit 10.52 to this Form 10-K and incorporated by reference. Pursuant to the Rule 11 Agreement, the parties agreed to abate both cases until the earlier of a default of the performance of the Rule 11 Agreement or October 30, 2019, whichever be sooner. The Rule 11 Agreement provided that if we timely performed through October 15, 2019, the parties would file a joint motion for dismissal and present agreed orders of dismissal with prejudice for both lawsuits. The Company performed in all regards under the Rule 11 Agreement, however Gleason refused to sign the Wildcat Settlement Agreement at the point of the Company’s having performed its obligations. The parties’ respective counsels then mutually agreed to extend the original October 30, 2019 settlement date until at least the end of the year while the parties waited for Gleason’s signature. Gleason signed the Compromise Settlement and Release Agreement on February 4, 2020, and all litigation was dismissed by the Court on February 25, 2020. A copy of the Dismissal is incorporated by reference as Exhibit 10.59. - 20 - 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. Other Pursuant to the GIE Acquisition Agreement in August 2012, we agreed to: (i) issue an additional 7,500,000 shares of Common Stock when the first portable GTL unit is built and becomes operational, and is capable of producing 2,000 barrels of diesel or jet fuel per day, and (ii) pay a 2% royalty on all gross production sales on each unit placed in production, or one percent (1%) each to the founders and previous owners of GIE. On February 6, 2018, and in connection with a settlement agreement dated April 5, 2018, by and between the Greer Family Trust and us, which is the successor in interest one of the founders and prior owners of GIE, F. Conrad Greer (“ Greer ”), (the “ Trust ”, and such settlement agreement the “ Trust Settlement Agreement ”), we issued 3,000,000 shares of Common Stock and a convertible promissory note for $150,000 to the Trust in exchange for: (i) a termination of the Trust’s right to receive 3,750,000 shares of Common Stock in the future and 1% of the royalties owed to the Trust under the GIE Acquisition Agreement; (ii) the termination of Greer’s then current employment agreement with GIE; and (iii) the Trust’s waiver of any future claims against us for any reason. A copy of the Trust Settlement Agreement and related promissory note dated April 5, 2018, by us in favor of the Trust is filed as Exhibit 10.36 to this Form 10-K and incorporated by reference herein. As a result of the transactions consummated by the Trust Settlement Agreement, we are committed to issue a reduced number of 3,750,000 shares of Common Stock and 1% of the royalties due on production of our GTL operational units to Ray Wright, the other founder and prior owner of GIE, pursuant to the GIE Acquisition Agreement. Mining Leases 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. - 21 - Financing Related parties Financing 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. 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. For 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). Third-party financing 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). On 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 $458,500 ($.02 - $.05/share). Seasonality We do not anticipate that our business will be affected by seasonal factors. Impact of Inflation While 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 future. 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. Off-Balance Sheet Arrangements The Company does not have any off balance sheet arrangements. Critical Accounting Policies and Estimates Our Consolidated Financial Statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”). Preparing our Financial Statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets. - 22 - We evaluate our long-lived assets for financial impairment on a regular basis in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets , ” which evaluates the recoverability of long-lived assets not held for sale by measuring the carrying amount of the assets against the estimated discounted future cash flows associated with them. At the time such evaluations indicate that the future discounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values. We believe that the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our financial statements. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the years ended December 31, 2025 and 2024, respectively, include uncertain tax positions, and the valuation allowance on deferred tax assets. - 23 - Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2025 and 2024, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At December 31, 2025 and 2024, respectively, the Company did not have any cash in excess of the insured FDIC limit. Use of Estimates The preparation of our Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our Financial Statements and the reported amount of revenue and expenses during the reported period. Actual results could differ materially from the estimates. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. Based on the uncertainty of future taxable income, the Company does not reflect deferred tax assets in its financial statements. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2025 and December 31, 2024, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the years ended December 31, 2025 and 2024, respectively. Research and Development The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. - 24 - The Company incurred research and development expenses of $1,205,335 and $50,000 - for the years ended December 31, 2025 and 2024, respectively. Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes or an alternative option pricing model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model or other bi-nomial model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option - 25 - Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At December 31, 2025 and 2024, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities: December 31, 2025 December 31, 2024 Convertible debt - 4,440,425 Warrants - - - 4,064,400 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. 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 Chief Executive Officer. Subsequent Events From 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. - 26 - Item 7A. Quantitative and Qualitative Disclosures About Market Risk. As a smaller reporting company, as defined by Rule12b-2 of the Securities Exchange Act of 1934 and Item 10(f)(1) of Regulation S-K, we are not required to provide information requested by this item.