GREENWAY TECHNOLOGIES INC

Previous wording

The following discussion and analysis of our results of operations and financial condition for the periods ending June 30, 2024 and 2023 should be read in conjunction with our Financial Statements and the notes to those Financial Statements that are included elsewhere in this Form 10-Q 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-Q. 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.

Current wording

The following discussion and analysis of our results of operations and financial condition for the periods ending September 30, 2024 and 2023 should be read in conjunction with our consolidated Financial Statements and the notes to those Financial Statements that are included elsewhere in this Form 10-Q 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-Q. 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.

Previous wording

We are engaged in the research and development of proprietary gas-to-liquids (“GTL”) synthesis gas (“Syngas”) conversion systems and micro-plants that can be scaled to meet specific gas field production requirements. Our patented and proprietary technologies have been realized in our first commercial G-Reformer TM unit (“G-Reformer”), a unique component used to convert natural gas into Syngas, which when combined with a Fischer-Tropsch (“FT”) reactor and catalyst, produces fuels including gasoline, diesel, jet fuel, methanol and high-value chemicals. 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. Our Company’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. Our G-]Reformer also has the capability to convert natural gas into hydrogen. For more information about our Company, please visit our website located athttps://gwtechinc.com/.

Current wording

We are engaged in the research and development of proprietary gas-to-liquids (“GTL”) synthesis gas (“Syngas”) conversion systems and micro-plants that can be scaled to meet specific gas field production requirements. Our patented and proprietary technologies have been realized in our first commercial G-Reformer TM unit (“G-Reformer”), a unique component used to convert natural gas into Syngas, which when combined with a Fischer-Tropsch (“FT”) 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. Our Company’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. For more information about our Company, please visit our website located athttps://gwtechinc.com/.

Previous wording

On December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with the University of Texas at Arlington (UTA) for all patent applications currently filed with the Patent and Trademark Office relating to GWTI’s natural gas reforming technologies developed under its sponsored research agreement with UTA.

Current wording

On December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with 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.

Previous wording

As of the filing date of this Form 10-Q, we have three (3) employees. One of the employees has no employment agreement and receives no compensation. The other tow (2) employees have employment agreements and compensation is accrued pursuant to those agreements. None of our employees are covered by collective bargaining agreements. We consider our employee relations to be satisfactory.

Current wording

As of the filing date of this Form 10-Q, we have three (3) full-time employees. One of these employees does not have an employment agreement and receives no compensation. The other two (2) employees have employment agreements. Payment under the employment agreements are paid from time-to-time, when the Company has sufficient funding. None of our employees are covered by collective bargaining agreements. We consider our employee relations to be satisfactory.

Previous wording

We remain dependent on both third-party and related-party sources of funding for continuation of our operations (debt and/or equity based). Our independent registered public accounting firm issued a going concern qualification in their report dated July16, 2024 and filed with our annual report on Form 10-K, which is included by reference to our Financial Statements and raises substantial doubt about our ability to continue as a going concern.

Current wording

We remain dependent on outside sources of funding for continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in its report dated July 16, 2024 and filed with our annual report on Form 10-K, which is included by reference to our consolidated Financial Statements and raises substantial doubt about our ability to continue as a going concern.

Previous wording

1 – Our net loss decreased by $139,001, due to a decrease in general and administrative expenses of $138,220.

Current wording

1 – Our net loss decreased by $81,321, due to a decrease in total operating expenses of $80,540.

Previous wording

The decrease was related primarily to a decrease in legal expenses $107,704, a decrease in expenses on mining leases of $36,613, a decrease of $14,005 in SEC filing and compliance expense, a decrease of $20,000 in stock-based compensation and a decrease in professional fees of $23,500. These decreases were offset by an increase in consulting fees of $37,860..

Current wording

The decrease was related primarily to a decrease in legal expenses of $107,772, a decrease in expenses on mining leases of $34,093, a decrease of $15,000 in SEC filing and compliance expense and a decrease in professional fees of $23,500 due to the fact that the Company did not contract with a third-party consultant to assist with the preparation of SEC filings. These decreases were offset by increases of $55,976 of consulting fees and $8,400 for our stock quoting service.

Previous wording

2- Our net cash used in operations decreased due to a decrease in net loss of $139,001, an increase in accounts payable and accrued expenses of $263,787 and a change in accounts payable and accrued expenses – related parties of $60,558.

Current wording

2- Our net cash used in operations decreased due to a decrease in net loss of $81,321, a decrease in accounts payable and accrued expenses of $98,356 and an increase in accounts payable and accrued expenses – related party of $32,759.

Previous wording

3 – The increase in our working capital deficit resulted primarily from an increase in accounts payable and accrued expenses of $263,787 and increase accounts payable and accrued expenses – related parties of $431,929.

Current wording

3 – The increase in our working capital deficit resulted primarily from an increase in accounts payable and accrued expenses of $242,647 and increase accounts payable and accrued expenses – related parties of $603,951.

Previous wording

4 – The increase in stockholders’ deficit is related to our net loss.

Current wording

4 – The increase in stockholders’ deficit is related to our increase in net loss.

Previous wording

As of June 30, 2024, we had total liabilities in excess of assets by $12,697,244 and used net cash of $11,147 for our operating activities. This is as compared to the most recent year ended December 31, 2023, when we used net cash of $480,953 for operating activities.

Current wording

As of September 30, 2024, we had total liabilities in excess of assets by $12,730,507 and used net cash of $256,028 for our operating activities. This is as compared to the most recent year ended December 31, 2023, when we used net cash of $302,663 for operating activities.

Previous wording

We reported consolidated net losses for the three months ended June 30, 2024 and 2023 of $349,792 and $362,145, respectively.

Current wording

We reported consolidated net losses for the three months ended September 30, 2024 and 2023 of $395,763 and $338,083, respectively.

Previous wording

We had no revenues for our consolidated operations for the six months ended June 30,2024 and 2023, respectively.

Current wording

We had no revenues for our consolidated operations for the nine-month periods ended September 30, 2024 and 2023.

Previous wording

We reported consolidated net losses for the six months ended June 30,2024 and 2023 of $845,864 and $706,863, respectively.

Current wording

We reported consolidated net losses for the nine months ended September 30, 2024 and 2023 of $1,102.626 and $1,183,947, respectively.

Previous wording

The following table summarizes consolidated operating expenses and other income and expenses for thesix months ended June 30, 2024 and 2023:

Current wording

The following table summarizes consolidated operating expenses and other income and expenses for thethree months ended September 30, 2024 and 2023:

Previous wording

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. As of June 30, 2024, we had $1 in cash, total assets of $1, and total liabilities of $12,697,245. Our total accumulated deficit at June 30, 2024 was $38,566,467.

Current wording

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. As of September 30, 2024, we had $115,434 in cash, total assets of $115,434, and total liabilities of $12,845,941. Our total accumulated deficit at September 30, 2024 was $38,962,230.

Previous wording

2 – Accounts payable and accrued expenses and accounts payable – related parties increase because the Company accrued more expenses than it paid on those liabilities.

Current wording

2 – Accounts payable and accrued expenses and accounts payable and accrued expenses– related parties increased because the Company accrued more expenses than it paid on those liabilities.

Previous wording

Our net cash used in operations increased primarily due to a decrease in our net loss of $139,001, an increase in accounts payable and accrued expenses of $263,787 and an increase in accounts payable and accrued expenses – related parties of $431,929.

Current wording

Our net cash used in operations increased primarily due to a decrease in our net loss of $81,321, a decrease in accounts payable and accrued expenses of $98,356 and an increase in accounts payable and accrued expenses – related parties of $32,759.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2024 and 2023 was $0 and $0, respectively.

Current wording

Net cash used in investing activities for the nine-months periods ending September 30, 2024 and 2023 was $0 and $0, respectively.

Previous wording

In 2024, the Company sold stock for cash for $3,000. The Company issued shares of stock to related parties in the amount of $35,930 in repayment of advances – related parties.

Current wording

Net cash provided by financing activities was $370,4330 and $245,500 for the nine months ended September 30, 2024 and 2023, respectively, in 2024, the Company sold stock for cash for $365,500. The Company issued shares of stock to related parties in the amount of $35,930 in repayment of advances – related parties.

Previous wording

In 2024, the Company received a $7,016 in advances from related parties.

Current wording

In 2024, the Company received advances from related parties of $7,116.

Previous wording

As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $38,566,467 and $37,124,733 as of June 30, 2024 and June 30, 2023, respectively.

Current wording

As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $38,962,230 and $37,462,816 as of September 30, 2024 and September 30, 2023, respectively.

Previous wording

In August 2012, we entered into an employment agreement with our chairman of the board, Ray Wright, as president of Greenway Innovative Energy, Inc., for a term of five years with compensation of $90,000 per year. In September 2014, Wright’s employment agreement was amended to increase such annual pay to $180,000. By its terms, the employment agreement automatically renews each year for successive one-year periods, unless otherwise earlier terminated. During the six months ended June 30, 2024 and June 30, 2023, the Company accrued $90,000 under the terms of the agreement.

Current wording

In August 2012, we entered into an employment agreement with our chairman of the board, Ray Wright, as president of Greenway Innovative Energy, Inc., for a term of five years with compensation of $90,000 per year. In September 2014, Wright’s employment agreement was amended to increase such annual pay to $180,000. By its terms, the employment agreement automatically renews each year for successive one-year periods, unless otherwise earlier terminated. During the nine months ended September 30, 2024 and September 30, 2023, the Company accrued $135,000 under the terms of the agreement.

Previous wording

Effective May 10, 2018, we entered into an employment agreement with Ransom Jones, as Chief Financial Officer. Ransom Jones, as Chief Financial Officer, earns a salary of $120,000 per year. Mr. Jones also serves as the Company’s Secretary and Treasurer. 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. During the six months ended June 30, 2024 and 2023, the Company accrued $95,000 and $75,000, respectively, under the terms of the agreement.

Current wording

Effective May 10, 2018, we entered into an employment agreement with Ransom Jones, as Chief Financial Officer. Ransom Jones, as Chief Financial Officer, earns a salary of $120,000 per year. Mr. Jones also serves as the Company’s Secretary and Treasurer. 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. During the nine months ended September 30, 2024 and 2023, the Company accrued $125,000 for each year, under the terms of the agreement.

Previous wording

We have a minimum commitment during 2024 of approximately $14,400 for our annual lease maintenance fees due to Bureau of Land Management (“BLM”) for the Arizona Property, with such payment due by August 31, 2024. There is no actual lease agreement with the BLM, but we file an annual maintenance fee form and pay fees to the BLM to hold our claims.

Current wording

We have a minimum commitment during 2024 of approximately $14,400 for our annual lease maintenance fees due to Bureau of Land Management (“BLM”) for the Arizona Property. That payment was made prior to August 31, 2024. There is no actual lease agreement with the BLM, but we file an annual maintenance fee form and pay fees to the BLM to hold our claims.

Previous wording

Financing – Six Months Ended June 30, 2024 and the Year Ended December 31, 2023

Current wording

Financing – Nine Months Ended September 30, 2024 and the Year Ended December 31, 2023

Previous wording

Significant estimates during the six months ended June 30, 2024 and 2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets.

Current wording

Significant estimates during the nine months ended September 30, 2024 and 2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets.

Previous wording

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 six months ended June 30, 2024 and 2023, respectively.

Current wording

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 nine months ended September 30, 2024 and 2023, respectively.

Previous wording

The Company incurred research and development expenses of $0 and $0 for the six months ended June 30, 2024 and 2023, respectively.

Current wording

The Company incurred research and development expenses of $25,000 and $0 for the nine months ended September 30, 2024 and 2023, respectively.