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GREENWAY TECHNOLOGIES INC

For the period ended Dec 31, 2024. Filed Mar 11, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 11, 2025

GWTIStored price and day change unavailable

What changed in Management’s Discussion and Analysis?

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Previous report: 10-K

Period ended 2023-12-31; filed 2024-07-16.

0001493152-24-027946

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2024-12-31; filed 2025-03-11.

0001493152-25-009823

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 123 previous paragraphs and 118 current paragraphs.

74 unchanged; 30 reworded; 14 added; 19 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

1– Our net loss in 2024 compared to 2023 decreased primarily due to the net effect of reductions in legal expenses of $161,731, mining lease expense of $34,093, professional fees of $23,500 and stock quoting service of $6,600. These reductions in expenses were offset by an increase in research and development expense of $50,000.

Current report

2– Our net cash used in operations increased by $141,560 in 2024 compared to 2023. The change was primarily due to a decrease of $67,167 of net loss and decreases of accounts payable and accrued expenses of $161,015 and accounts payable and accrued expenses – related parties of $44,653.

Current report

1–The decrease resulted primarily due to the net effect of reductions in legal expenses of $161,731, mining lease expense of $34,093, professional fees of $23,500 and stock quoting service of $6,600. These reductions were offset by an increase in consulting fees of $87,089.

Current report

2– The increase of $50,000 was related having an increase in liquidity from sales of Common Stock, which allowed for additional spending on R&D.

Current report

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

Current report

4– Accounts payable and accrued expenses and accounts payable and accrued expenses - related party increased due to the fact that amounts accrued were greater than amounts paid in satisfaction of the liabilities.

Current report

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

Current report

The balance of Advances – related parties at December 31, 2023 was $31,200. For the year ended December 31, 2024, there was $7,116 of related- party financing, which was reflected as Proceeds from advances – related parties. During 2024, $38,316 was repaid resulting in a balance of -0- at December 31, 2024. $35,930 was satisfied by issuance of Common Stock and $2,386 was repaid by cash payments.

Current report

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).

Current report

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.

Current report

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.
Removed paragraphs (19)

Previous report

1– Our net loss decreased primarily due to the net effect of reductions in officers and directors liability insurance of $48,876, research and development by $54,275, amortization of debt discount by $48,232 and transfer agent expenses by $2,406 and increase in legal expenses of $82,552, mining leases of $48,493 and recognition of gain on debt settlements of $70,377 in 2022 compared to zero gain on debt settlements in 2023.

Previous report

1– The increase was due to reductions in officers and directors liability insurance of $48,876, research and development of $54,275, amortization of debt discount of $48,233 and transfer agent expenses of $2,406 and increases in legal expense of $82,552, and mining leases of $48,493.

Previous report

2– The decrease was related to less activity in 2023 due to lack of sufficient resources and inability to pursue additional R&D related activities.

Previous report

5– The Company settled a legal matter in 2022 resulting in a gain on debt settlement and had no comparable gain in 2023.

Previous report

1- Cash decreased in 2023 due to payments of accounts payable.

Previous report

4– Lack of cash resources resulted in an increase in these liabilities.

Previous report

5– In 2023, note payments in the amount of $20,000 were made resulting in a decrease of $20,000 in the note payable.

Previous report

6- In 2023, related parties and an unrelated party made advances in the amounts of $31,200 and $2,500, respectively.

Previous report

Our net cash used in operations in 2023 was less than 2022. The change was primarily due to the recognition of a gain on debt settlement in 2022 of $70,377 but no such gain recognition in 2023, amortization of debt discount of $48,232 in 2022 but no amortization of debt discount in 2023, stock issued for services in 2022 but no stock issued for services in 2023, an increase of $178,453 of accounts payable and accrued expenses and an increase of $62,098 in accounts payable and accrued expenses – related parties during 2023.

Previous report

Paul Alfano, a director and greater than five percent (5%) shareholder entered into a consulting agreement with us on April 19, 2018 via Alfano Consulting Services (the “Alfano Agreement”), to provide board and senior management advice, including but not limited to corporate strategy, SEC regulatory adherence, sales and marketing strategies, document and presentation preparation and fund-raising support. Terms included payment of billable time at $40.00 per hour, plus approved expenses, retroactive to January 1, 2017. A copy is available by Exhibit 10.44 incorporated by reference herein. The Alfano Agreement was terminated when Mr. Alfano became a director on June 26, 2019. The Company has accrued Consulting Fees and Expenses of $120,988 for all prior periods through the year ending December 31, 2021. During 2022, Mr. Alfano and the Company mutually agreed to issues Company shares to Mr. Alfano in full satisfaction of the $120,988 Consulting Fees and Expenses that were accrued as of December 31, 2021.

Previous report

For the year ended December 31, 2023 there was $31,200 of related- party financing, reflected as a liability – Advances – related parties.

Previous report

For the year ended December 31, 2023, we did not receive any proceeds from related-party loans.

Previous report

Changes to accounting principles are established by the Financial Accounting Standards Board in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company.
Reworded paragraphs (30)

Previous wording

On April 28, 2020, the Company was issued a new U.S. Patent 10,633,594 B1 for syngas generation for gas-to-liquid fuel conversion. The Company has several other pending patent applications, both domestic and international, related to various components and processes involving our proprietary GTL methods, which when granted, will further complement our existing portfolio of issued patents and pending patent applications.

Current wording

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 several other pending patent applications, both domestic and international, related to various components and processes involving our proprietary GTL methods, which when granted, will further complement our existing portfolio of issued patents and pending patent applications.

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 the University of Texas at Arlington (UTA) for all patent applications currently filed with the Patent and Trademark Office relating to GWTI’s natural gas reforming technologies developed under its sponsored research agreement with UTA. During 2024, the Company paid UTA $50,000 under an SRA for the period from July 1, 2024 through June 30, 2025.

Previous wording

In February 2021, the Company was issued Patent 10,907,104, the fourth patent relating to the company’s proprietary G-Reformer™ technology which allows for the conversion of natural gas into synthesis gas. The newly issued patent extends the methods and details of generating syngas using the apparatus described in a previously issued patent No. 10,633,594, the company’s third patent. As described in the patent, methane, oxygen, and steam are continuously injected into the combustion section of the apparatus 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 inside the reaction vessel is controlled at no higher than 5 psig.

Current wording

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.

Previous wording

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. Originally developed to convert natural gas into ultra-clean synthetic fuel, recent research and development activity has shown that the technology can also allow the extraction of high-value chemicals and alcohols. The chemical outputs include n-Hexane, n-Heptane, n-Octane, n-Decane, n-Dodecane, and n-Tridecane. 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.

Current wording

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.

Previous wording

Further, 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.

Current wording

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.

Previous wording

We remain dependent on outside sources of funding (debt and/or equity) for continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in their report dated July16, 2024, which is included with our consolidated 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 (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.

Previous wording

3– The increase in working capital deficit from 2022 to 2023 primarily relates to less cash in 2023 of $23,463, higher accounts payable and accrued expenses of $505,113, higher accounts payable and accrued expenses – related party of $750,013, reduction of notes payable of $20,000, and increase in advances relates parties and others of $30,200.

Current wording

3– The increase in working capital deficit of $997,138 from 2023 to 2024 primarily relates to increases in accounts payable and accrued expenses of $344,098, increased accounts payable and accrued expenses – related parties of $683,359 These were offset by an increase of cash of $19,007 and a decrease in advances – related parties of $31,200.

Previous wording

4– The increase in working capital deficit from 2022 to 2023 results from the net effect of 2023 net loss of $1,580,735 and issuances of common stock of $289,000, which decreased the stockholders’ deficit.

Current wording

4– The increase in Stockholders’ deficit from 2023 to 2024 results from the net effect of 2024 net loss of $1,513,568 offset by issuances of common stock of $536,430, which decreased the stockholders’ deficit.

Previous wording

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 our 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 2024 without raising additional debt or equity capital. There can be no assurance that we will raise additional debt or equity capital.

Current wording

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 2025 without raising additional debt or equity capital. There can be no assurance that we will raise additional debt or equity capital.

Previous wording

While we are attempting to commence operations and generate revenues, our cash position may not be significant enough 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.

Current wording

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.

Previous wording

We reported consolidated net losses during the years ended December 31, 2023 and 2022 of $1,580,735 and $1,512,692, respectively.

Current wording

We reported consolidated net losses during the years ended December 31, 2024 and 2023 of $1,513,568 and $1,580,735, respectively.

Previous wording

Total operating expenses increased by $17,818 from $942,874 in 2022 to $960,692 in 2023.

Current wording

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

Previous wording

Our consolidated net loss increased by $68,043 to $1,580,735 ($0.00) - basic and diluted earnings share for the year ended December 31, 2023, as compared to a net loss of $1,512,692 ($0.00), for the same period ended in 2022.

Current wording

Our consolidated net loss decreased by $67,167 to $1,513,568 ($0.00) - basic and diluted earnings share for the year ended December 31, 2024, as compared to a net loss of $1,580,735 ($0.00), for the same period ended in 2023.

Previous wording

The weighted-average number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 397,741,921 for the year ended December 31, 2023, and 371,601,679 for the year ended December 31, 2022.

Current wording

The weighted-average number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 413,126,039 for the year ended December 31, 2024, and 397,741,921 for the year ended December 31, 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. We had $1,132 in cash, total assets of $1,132, and total liabilities of $12,030,443 as of December 31, 2023. Total accumulated deficit at December 31, 2023, was ($37,859,604).

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. We had $20,139 in cash, total assets of $20,251, and total liabilities of $13,026,700 as of December 31, 2024. Total accumulated deficit at December 31, 2024, was ($39,373,172).

Previous wording

2– The prepaid of $2,947 at December 31, 2022 represented prepaid legal fees. The amount was applied in 2023 against legal fee billings.

Current wording

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

Previous wording

2– Our net cash used in operations in 2023 was less than 2022. The change was primarily due to increases of accounts payable and accrued expenses by $178,453 and accounts payable and accrued expenses – related parties by $62,098.

Current wording

Our net cash used in operations in 2024 was greater than 2023. The increase was primarily due to an decrease of $67,167 of net loss and decreases of accounts payable and accrued expenses of $161,015 and accounts payable and accrued expenses – related parties of $44,653.

Previous wording

In 2023, the Company had net cash provided by financing activities of $279,200, consisting of the following:

Current wording

In 2024, the Company had net cash provided by financing activities of $463,230, consisting of the following:

Previous wording

As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $37,859,604 and $36,278,869 as of December 31, 2023 and 2022, respectively.

Current wording

As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $39,373,172 and $37,859,604 as of December 31, 2024 and 2023, respectively.

Previous wording

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 and 2023, for a successive one-year periods. During the twelve-months ended December 31, 2023, we paid and/or accrued a total of $180,000 for this calendar year under the terms of the agreement. Mr. Wright is also the chairman of our Board of Directors.

Current wording

In August 2012, we entered into an employment agreement with Raymond Wright, for the position of president of GIE, for a term of five years, with compensation of $90,000 per year. In September 2014, Mr. Wright’s employment agreement was amended to increase his annual pay to $180,000. By its terms, Mr. Wright’s employment agreement automatically renewed on August 12, 2020, 2021, 2022 2023 and 2024., for successive one-year periods. During the twelve-month periods ended December 31, 2024 and 2023, we paid and/or accrued a total of $180,000 under the terms of the agreement. As of December 31, 2024, total accrued salary was $1,599,738 and $1,501,038, respectively, and is presented as part of Accounts payable and accrued expenses -related party. Mr. Wright is also the Chairman of our Board of Directors.

Previous wording

Effective May 10, 2018, we entered into an employment agreement with Ransom Jones, Chief Financial Officer, Secretary and a member of the board of directors. Mr. Jones earns a base salary of $120,000 per year. During each year that Mr. Jones’ agreement is in effect, he is entitled to receive a bonus (“Bonus”) equal to at least Thirty-Five Thousand Dollars ($35,000) per year, such amount having been accrued for the period ended December 31, 2023. 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 copies of which are filed as Exhibit 10.40 to this Form 10-K and incorporated by reference herein.

Current wording

Effective May 10, 2018, we entered into an employment agreement with Ransom Jones, Chief Financial Officer, Secretary and a member of the board of directors. Mr. Jones earns a base salary of $120,000 per year. During each year that Mr. Jones’ agreement is in effect, he is entitled to receive a bonus (“Bonus”) equal to at least Thirty-Five Thousand Dollars ($35,000) per year, such amount having been accrued for the period ended December 31, 2024. Mr. Jones received a grant of common stock (the “Stock Grant”) at the start of his employment equal to 250,000 shares each of the Company’s Common Stock, par value $.0001 per share (the “Common Stock”), such shares vesting immediately. Mr. Jones is also entitled to participate in the Company’s benefit plans when such plans exist. The foregoing summary of Mr. Jones’s employment agreement is qualified in its entirety by reference to the actual true and correct Employment Agreement by and between Mr. Jones and our Company, dated May 10, 2018, a copy of which is filed as Exhibit 10.40 to this Form 10-K and incorporated by reference herein. During the 12-month periods ended December 31, 2024 and 2023, we paid an/or accrued a total of $155,000 under the terms of the agreement. As of December 31, 2024 and 2023, the total accrued salary was $889,167 and $792,667, respectively, and is presented as part of Accounts payable and accrued expenses – related parties.

Previous wording

For 2023, our annual lease maintenance fees due to Bureau of Land Management (“BLM”) for the Arizona, were $20,400. 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. The next payment will be due on August 31, 2024.

Current wording

For 2024, our annual lease maintenance fees due to Bureau of Land Management (“BLM”) for the Arizona, were $14,500. 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. The next payment will be due on or before August 31, 2025.

Previous wording

On various dates throughout the year ended December 31, 2022, the Company issued 20,667,999 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors, for $482,200 ($0.02 - $0.03/share).

Current wording

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 $458,500 ($.01 - $.02/share).

Previous wording

The Company incurred research and development expenses of $-0- and $54,275 for the years ended December 31, 2023 and 2022, respectively.

Current wording

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

Previous wording

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

Current wording

When determining fair value, the Company considers the following assumptions in the Black-Scholes model or other bi-nomial model:

Previous wording

From January 1, 2024 through July 16, 2024, the Company issued 12,445,334 shares of Rule 144 restricted Common Stock in private placements to seven accredited investors at $0.01 - $0.02 per share.

Current wording

From January 1, 2025 through March 11, 2025, the Company issued 9,973,333 shares of Rule 144 restricted Common Stock in private placements to 17 accredited investors at $0.02 - $.03 per share.