Skip to main content

GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 13, 2025

GWTIStored price and day change unavailable

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-11.

0001641172-25-022958

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001493152-25-022146

Item 2. 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 136 previous paragraphs and 148 current paragraphs.

95 unchanged; 33 reworded; 16 added; 2 removed; 6 previous and 4 current paragraphs rearranged.

Tables are not compared: 7 previous and 8 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 (16)

Current report

On July 23, 2019, we announced that Mabert LLC, a Texas limited liability company (“Mabert”), 100% owned by Kevin Jones, acquired INFRA Technology Group’s U.S. GTL plant and technology located in Wharton, Texas (the “Wharton Plant”). Mabert purchased the entire 5.2-acre site, plant and equipment, including INFRA’s proprietary FT reactor system and operating license agreement.

Current report

On August 29, 2019, to further facilitate the commercialization process, we announced that Greenway entered into a joint venture with OPM Green Energy, LLC, a Texas limited liability company (“OPMGE”), for a 42.857% ownership interest in OPMGE. In exchange for its 42.857% ownership of OPMGE, Greenway agreed to contribute a G-Reformer to the entity. The other members of OPMGE are Mabert, which owns 42.857% and Tom Phillips, our former Vice President of Operations for GIE, who owns 14.286%. Additionally, OPMGE entered a LEASE AGREEMENT with Mabert whereby OPMGE leased the Wharton Plant from Mabert. Our involvement in OPMGE was intended to facilitate third-party certification of our G-Reformer and related equipment and technology. In addition, we anticipated that OPMGE’s operations would demonstrate that the G-Reformer is a commercially viable technology for producing Syngas and marketable fuel products. As the first operating GTL plant to use our proprietary reforming technology and equipment, the Wharton Plant was initially expected to yield a minimum of 75 - 100 barrels per day of gasoline and diesel fuels from converted natural gas.

Current report

Greenway never transferred the G-Reformer to OPMGE, as required by the LIMITED LIABILITY COMPANY AGREEMENT OF OPM GREEN ENERGY, LLC. Accordingly, it defaulted on its obligation under the agreement. Under the LEASE AGREEMENT between Mabert and OPMGE, OPMGE was required to pay rent and to pay the following expenses relating to the operation of the Wharton Plant:

Current report

The lease stated that this transaction was a “Triple Net Lease.”

Current report

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

Current report

Nine-months ended September 30, 2025, compared to nine-months ended September 30, 2024.

Current report

1 – Cash decreased due to expenditures exceeding cash provided through sales of stock.

Current report

2 – Prepaids and other current assets increased due to the issuance of shares of stock in exchange for services in excess of the value of the services rendered and payment

Current report

5 - Customers made $1,710,000 payments as deposits. The deposits are non-refundable in the event the Company does not enter into definitive agreements with the parties.

Current report

For the period ended September 30, 2025, the Company issued 2,395,334 shares of Rule 144 restricted CommonStock, par value $.0001 per share to two related parties in settlement of debt in the amount of $35,930.

Current report

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

Current report

For the nine months ended September 30, 2024, the Company received $1,686 of advances – related party from its Chief Financial Officer, Ransom Jones, of which $1,585 was fully repaid in the quarter ended September 30, 2023. The other $5,430 was received from 2 other related parties and was settled with the issuance of stock, as discussed above.

Current report

For the nine months ended September 30, 2025, we received -0- advances from related parties.

Current report

For the quarter ended on September 30, 2025, the company sold no shares of Rule 144 restricted Common Stock.
Removed paragraphs (2)

Previous report

1 – Cash increased due to increases in the sales of stock , which provided sufficient cash to pay for increased expenses and payments reducing notes payable and accounts payable and accrued expenses – related party.

Previous report

3 – Customer deposits increased due to deposits made by customers in advance of the Company completing the agreed-upon projects.
Reworded paragraphs (33)

Previous wording

The following discussion and analysis of our results of operations and financial condition for the periods ending June 30, 2025 and 2024 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, 2025 and 2024 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

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, 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. While we are not currently conducting mining operations, we are exploring strategic options to partner or sell our interest in the Arizona Property, while we focus on our emerging GTL technology sales and marketing efforts.

Current wording

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, 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. While we are not currently conducting mining operations, we are exploring strategic options to partner or sell our interest in the Arizona Property, while we focus on our emerging GTL technology sales and marketing efforts. The mining interests were forfeited on August 31, 2025 for failure to pay Mining Claim Maintenance Fees.

Previous wording

The accompanying consolidated financial statements to this Form 10-K (our “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. As of June 30, 2025, we have an accumulated deficit of $41,263,463. For the quarter ended June 30, 2025, we incurred a net loss of $1,206,651 and used $336,180 net cash for operating activities. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. While the Company is attempting to commence revenue generating operations and thereby generate sustainable revenues, the Company’s current cash position is not sufficient to support its ongoing daily operations and requires the Company to raise additional capital through debt and/or equity sources.

Current wording

The accompanying consolidated financial statements to this Form 10-Q (our “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. As of September 30, 2025, we have an accumulated deficit of $42,774,329. For the quarter ended September 30, 2025, we incurred a net loss of $3,401,157 and used $674,507 net cash for operating activities. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. While the Company is attempting to commence revenue generating operations and thereby generate sustainable revenues, the Company’s current cash position is not sufficient to support its ongoing daily operations and requires the Company to raise additional capital through debt and/or equity sources.

Previous wording

1 – Our net loss increased by $1,183,429, due to increases in general and administrative expenses of $722,919 and in research and development of $461,293. General and administrative expenses increased primarily as a result of increases in consulting fees of $142,367, legal expenses of $386,401, commission expense of $66,500, fees of $13,620 associated with restoring the Company to trading on the OTCQB, Board of Director fees of $40,000, commuting expenses of a consultant in the amount of $14,678 and meals and entertainment of $10,906

Current wording

1 – Our net loss increased by $2,298,531, due to increases in general and administrative expenses of $1,498,690 and in research and development of $800,789. General and administrative expenses increased primarily as a result of increases in consulting fees of $447,194, legal expenses of $808,496, commission expense of $66,500, expense reimbursements to employees of $9,943, meals and entertainment of $8,226, wages of $37,500, fees of $13,620 associated with restoring the Company to trading on the OTCQB, Board of Director fees of $40,000, and commuting expenses of a consultant in the amount of $51,386.These increases were partially offset by a decrease of $14,400 for Mining Maintenance Fees.

Previous wording

2- Our net cash used in operations increased due to an increase in net loss of $1,183,429, an increase in prepaids and other in the amount of $77,502, an increase in Customer Deposits in the amount of $1,310,000, and an increase in accounts payable and accrued expenses – related parties of $210,723.

Current wording

2 – Our net cash used in operations increased due to an increase in net loss of $2,298,531, an increase in prepaids and other of $31,259, an increase in customer deposits of $1,710,000, and an increase in accounts payable and accrued expenses of $903,776, offset by an increase in accounts payable and accrued expenses – related party of $81,615.

Previous wording

3 – The increase in our working capital deficit resulted primarily from increases in cash of $379,958, accounts payable and accrued expenses of $347,521, customer deposits of $1,310,000 and an increase in accounts payable and accrued expenses – related parties of $210,723 and a decrease in notes payable of $5,000.

Current wording

3 – The increase in our working capital deficit resulted primarily from increases accounts payable and accrued expenses of $985,391, customer deposits of $1,710,000, a decrease in prepaid expenses of $31,259 and a decrease in cash of $9,949. The increases were partially offset by a decrease in notes payable of $5,000.

Previous wording

4 – The increase in stockholders’ deficit is related to our net loss of $1,890,292.

Current wording

4 – The increase in stockholders’ deficit is related to our net loss of $3,401,157.

Previous wording

As of June 30, 2025, we had total liabilities in excess of assets by $14,100,742 and used net cash of $336,180 for our operating activities. This is as compared to the most recent year ended December 31, 2024, when we used net cash of $444,233 for operating activities.

Current wording

As of September 30, 2025, we had total liabilities in excess of assets by $15,611,606 and used net cash of $674,507 for our operating activities. This is as compared to the most recent year ended December 31, 2024, when we used net cash of $444,223 for operating activities.

Previous wording

We reported consolidated net losses for the three months ended June 30, 2025 and 2024 of $1,206,651 and $349,792, respectively.

Current wording

We reported consolidated net losses for the three months ended September 30, 2025 and 2024 of $1,510,865 and $395,763, respectively.

Previous wording

The following table summarizes consolidated operating expenses and other income and expenses for the three months ended June 30, 2025 and 2024:

Current wording

The following table summarizes consolidated operating expenses and other income and expenses for thethree months ended September 30, 2025 and 2024:

Previous wording

1 – The increase results primarily due to increases in consulting fees of $121,227, commissions of $57,500, legal expenses of $299,159, fees of $22,020 associated with restoring the Company to trading on the OTCQB and commuting expenses of a consultant in the amount of $14,678

Current wording

1 – General and Administrative Expenses - The increase results primarily due to increases in wages of $37,500, consulting fees of $297,326, legal expenses of $422,095 and commuting expenses of a consultant in the amount of $36,708. This is partially offset by a decrease in Mining Maintenance Fees of $14,400.

Previous wording

We had no revenues for our consolidated operations for the six months ended June 30,2025 and 2024, respectively.

Current wording

We had no revenues for our consolidated operations for the nine-month periods ended September 30, 2025 and 2024.

Previous wording

We reported consolidated net losses for the six months ended June 30,2025 and 2024 of $1,890,292 and $706,863, respectively.

Current wording

We reported consolidated net losses for the nine months ended September 30, 2025 and 2024 of $3,401,157 and $1,102,626, respectively.

Previous wording

The following table summarizes consolidated operating expenses and other income and expenses for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes consolidated operating expenses and other income and expenses for thethree months ended September 30, 2025 and 2024:

Previous wording

1 – General and administrative expenses increased primarily as a result of increases in consulting fees of $142,367, legal expenses of $386,401, commission expense of $66,500, fees of $13,620 associated with restoring the Company to trading on the OTCQB, Board of Director fees of $40,000, commuting expenses of a consultant in the amount of $14,678 and meals and entertainment of $10,906.

Current wording

1 - General and administrative expenses increased primarily as a result of increases in consulting fees of $447,194, legal expenses of $808,496, commission expense of $66,500, expense reimbursements to employees of $15,306, meals and entertainment of $8,226, wages of $32,500, fees of $13,620 associated with restoring the Company to trading on the OTCQB, Board of Director fees of $40,000, and commuting expenses of a consultant in the amount of $51,386. These increases were partially offset by a decrease of $14,400 for Mining Maintenance Fees.

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, 2025, we had $379,959 in cash, total assets of $457,461, and total liabilities of $14,558,203. Our total accumulated deficit at June 30, 2025 was $41,263,463 .

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, 2025, we had $36,632 in cash, total assets of $105,485, and total liabilities of $15,717,092. Our total accumulated deficit at September 30, 2025 was $42,774,329.

Previous wording

2 – Accounts payable and accrued expenses increased due to the fact that accrued contractual expenses increased at a greater amount than the company had liquidity to reduce the payables.

Current wording

3 – Accounts payable and accrued expenses and accounts payable and accrued expenses – related party increased due to the fact that accrued contractual expenses increased by a greater amount than the company had liquidity to reduce the payables.

Previous wording

Our net cash used in operations increased primarily due to the fact that the Company issued stock in the amount of $696,000, which allowed the payment of additional liabilities and operating expenses than were paid in the six months ended Jule 30, 2025 compared to the six months ended June 30, 2024.

Current wording

Ournet cash used in operations increased primarily due to the fact that the Company issued stock in the amount of $696,000, which allowed the payment of additional liabilities and operating expenses than were paid in the nine months ended September 30, 2025 compared to the six months ended June 30, 2024.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2025 and 2024 was $0 and $0, respectively.

Current wording

Net cash used in investing activities for the nine-months periods ending September 30, 2025 and 2024 was $0 and $0, respectively.

Previous wording

Net cash provided by financing activities was $696,000 and $10,016 for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Net cash provided by financing activities was $691,000 and $370,330 for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

In the second quarter of 2025, the Company sold stock in the amount of $241,000.

Current wording

In the third quarter of 2025, the Company sold stock no stock and made a $5,000 payment on notes payable.

Previous wording

As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $41,263,463 and $39,373,172 as of June 30, 2025 and December 31, 2024, respectively.

Current wording

As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $42,774,329 and $39,373,172 as of September 30, 2025 and December 31, 2024, 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, 2025 and June 30, 2024, 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, 2025 and September 30, 2024, 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, 2025 and 2024, the Company accrued $95,000 and $95,000, 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. 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 During the nine months ended September 30, 2025 and 2024, the Company accrued $120,000 and $125,000, respectively, under the terms of the agreement.

Previous wording

We have a minimum commitment during 2025 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, 2025. 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. The mining interests were forfeited on August 31, 2025 for failure to pay Mining Claim Maintenance Fees.

Previous wording

Financing – Six Months Ended June 30, 2025 and the Year Ended December 31, 2024

Current wording

Financing – Nine Months Ended September 30, 2025 and the Year Ended December 31, 2024

Previous wording

For the period ended June 30, 2025, we received $0 in debt financing.

Current wording

For the quarter ended on September 30, 2025, we received $0 in debt financing.

Previous wording

Significant estimates during the six months ended June 30, 2025 and 2024, 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, 2025 and 2024, 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, 2025 and 2024, 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, 2025 and 2024, respectively.

Previous wording

The Company incurred research and development expenses of $461,293 and $0 for the six months ended June 30, 2025 and 2024, respectively.

Current wording

The Company incurred research and development expenses of $825,789 and $25,000 for the nine months ended September 30, 2025 and 2024, respectively.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

To increase our working capital, we have considered raising additional debt and/or equity-based financing from both third-parties and related-parties. However, terms of these financings may not be favorable to the Company.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $42,774,329 and $39,373,172 as of September 30, 2025 and December 31, 2024, respectively.

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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 commercialize its unique and patented technology.

Previous report — wording carried elsewhere

Six-months ended June 30, 2025, compared to the six-months ended June 30, 2024

Previous report — wording carried elsewhere

On various dates throughout the quarter ended Jume 30, 2025, the Company issued 23,523,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors, for $796,000 ($.02 - $.10/share). On various dates throughout the quarter ended June 30, 2025, the Company issued Subscription Agreements representing 5,700,000 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors for $241,000 ($.025 - $0.10/share).

Previous report — wording carried elsewhere

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.