GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES
For the period ended Mar 31, 2026. Filed May 20, 2026.
View on SEC.govAbout 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.
Mar 31, 2026 · Filed May 20, 2026
GWTIStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-20.
0001493152-26-024621
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 148 previous paragraphs and 136 current paragraphs.
81 unchanged; 29 reworded; 22 added; 31 removed; 7 previous and 4 current paragraphs rearranged.
Tables are not compared: 8 previous and 6 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 (22)
Current report
Competition
Current report
Company History
Current report
We were originally incorporated as Dynalyst Manufacturing Corporation (“Dynalyst”) under the laws of the State of Texas on March 13, 2002. In connection with the merger with Universal Media Corporation (“UMC”), a Nevada corporation, on August 17, 2009, we changed our name to UMC. The transaction was accounted for as a reverse merger, and UMC was the acquiring company on the basis that UMC’s senior management became the entire senior management of the merged entity and there was a change of control of Dynalyst. The transaction was accounted for as recapitalization of Dynalyst’s capital structure. In connection with the merger, Dynalyst issued 57,500,000 restricted equity securities to the shareholders of UMC in exchange for 100% of UMC. On March 23, 2011, Universal Media Corporation approved and filed with the Texas Secretary of State an amendment to our Certificate to change our name to UMED Holdings, Inc.
Current report
On June 22, 2017, in recognition of our primary operational activity, we approved an amendment to our Certificate to change our name to “Greenway Technologies Inc.” We filed a certificate of amendment with the Texas Secretary of State to affect that name change on June 23, 2017.
Current report
On June 26, 2019, we held our annual shareholders meeting in Arlington, Texas. There were seven proposals presented for vote by our shareholders (the “Shareholders”), including to approve the Company’s slate of directors, to amend our Certificate, to amend our bylaws, and to ratify our then current independent public accounting audit firm. We disclosed the results of the vote of the Shareholders on our Current Report Form 8-K, filed with the SEC on July 2, 2019, which is incorporated herein by reference. On August 1, 2019, we filed a Current Report on Form 8-K/A, noting that due to a potential tabulation error, we were reviewing the results for Proposal 2, which was to amend our Company’s Certificate to increase the authorized shares of capital stock of the Company and Proposal 3, which was to amend the Company’s Certificate to permit the vote of the holders of the majority of shares entitled to vote on and represented in person or by proxy at a meeting of the Shareholders at which a quorum is present, to be the action of the Shareholders, including for “fundamental actions,” as such term is defined by the Texas Business Organizations Code (the “TBOC”). To resolve any such potential errors, we called a special meeting of the Shareholders to be held December 11, 2019, in Arlington, Texas.
Current report
On December 11, 2019, we held a special meeting of the Shareholders to approve four proposals. In connection with these four proposals, we filed a Certificate of Amendment to the Certificate with the Secretary of State of the State of Texas, which is attached as Exhibit 3.9 to our Company’s Current Report on Form 8-K filed with the SEC on December 16, 2019, and incorporated herein by reference. All four proposals passed overwhelmingly. For more information regarding these proposals, please see our Definitive Proxy Statement on Schedule 14A filed with the SEC on November 19, 2019 and incorporated herein by reference.
Current report
1 – Our net loss decreased by $239,509, primarily due to decreases of several expense categories – research and development in the amount of $123,760, legal expense in the amount of $91,123, , travel expenses in the amount of $10,436 , commission expense in the amount of $9,000, meals and entertainment in the amount of $5,186, Board of Directors fees of $40,000 and investor promotion expenses in the amount of $5,000. These decreases were partially offset by increases in several expense categories - consulting fees of $8,667, audit fees of $18,095 and miscellaneous expenses of $14,693
Current report
2 - Our net cash used in operations decreased due to the net loss decreasing by $239,509 an decrease of $53,312 in prepaids and other, an increase of $$131,497 in accounts payable and accrued expenses and an increase in accounts payable and accrued expenses – related parties of $158,411, and a $300,000 decrease in customer deposits.
Current report
4 – The increase in stockholders’ deficit from December 31, 2025 to March 31, 2026 results from the net effect of the net loss for the period from January 1, 2026 to March 31, 2026 in the amount of $444,132 offset by issuance of common stock in the $60,000, which decreased stockholders’ deficit.
Current report
1 – General and administrative expenses decreased by $113,483, primarily due to decreases of several expense categories – research and development in the amount of $123,760, legal expense in the amount of $91,123, , travel expenses in the amount of $10,436 , commission expense in the amount of $9,000, meals and entertainment in the amount of $5,186, Board of Directors fees of $40,000 and investor promotion expenses in the amount of $5,000. These decreases were partially offset by increases in several expense categories - consulting fees of $8,667, audit fees of $18,095 and miscellaneous expenses of $14,693
Current report
2 – Interest expense decreased due to an adjustment in interest payable on one note payable in the first quarter of 2026 compared to the first quarter of 2025.
Current report
3 – Research and development expense decreased due to a reduction of research and development activity first quarter of 2026 compared to the first quarter of 2025. Due to decreased liquidity, the Company was required to reduce its research and development expenditures.
Current report
1 – Cash and prepaid and other decreaseddue to due toa decrease in net loss of $239,509, an decrease in prepaids and other of$1,800, an increase in account payable and accrued expenses of $208,070 and an increase in accounts payable and accrued expenses – related parties of $180,674. This was partially offset by proceeds from stock issued for cash in the amount of $60,000.
Current report
4 –Customer deposits in the amount of $300,000 were forfeited by the customers and recognized as income by the Company.
Current report
Our net cash used in operating activities decreased due to a reduction in general and administrative expenses of $113,483, primarily due to decreases of several expense categories – research and development in the amount of $123,760, legal expense in the amount of $91,123, , travel expenses in the amount of $10,436 , commission expense in the amount of $9,000, meals and entertainment in the amount of $5,186, Board of Directors fees of $40,000 and investor promotion expenses in the amount of $5,000. These decreases were partially offset by increases in several expense categories - consulting fees of $8,667, audit fees of $18,095 and miscellaneous expenses of $14,693
Current report
In the first quarter of 2026, the Company sold stock in the amount of $60,000.
Current report
hold our claims.
Current report
None
Current report
The note was eliminated in a legal settlement agreement between the parties on October 31, 2025. Because there are no warrants outstanding at March 31, 2026, there are no potentially dilutive securities outstanding.
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.
Current report
The CODM isthe Chief Executive Officer.
Removed paragraphs (31)
Previous 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.
Previous 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.
Previous 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:
Previous report
The lease stated that this transaction was a “Triple Net Lease.”
Previous report
If OPMG did not pay rent or the other expenses outlined above, it represented Events of Default, which allowed Mabert the right to terminate the lease. Based on the Events of Default that occurred, Mabert exercised its right to terminate the lease.
Previous report
Mining Interests
Previous report
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 report
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 report
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 report
4 – The increase in stockholders’ deficit is related to our net loss of $3,401,157.
Previous report
These factors raise substantial doubt about our ability to continue as a going concern.
Previous report
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 report
Nine-months ended September 30, 2025, compared to nine-months ended September 30, 2024.
Previous report
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 report
1 – Cash decreased due to expenditures exceeding cash provided through sales of stock.
Previous 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
Previous report
4 – There was a payment of $5,000 against notes payable.
Previous 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.
Previous report
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 report
In the third quarter of 2025, the Company sold stock no stock and made a $5,000 payment on notes payable.
Previous report
On an ongoing basis, the Company utilizes the services of a variety of external consultants. There are Agreements in effect with 5 of the consultants.
Previous report
Mining Leases
Previous report
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 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).
Previous 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.
Previous report
In 2024, the Company received advances from related parties of $7,116.
Previous 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.
Previous report
For the nine months ended September 30, 2025, we received -0- advances from related parties.
Previous report
For the quarter ended on September 30, 2025, the company sold no shares of Rule 144 restricted Common Stock.
Previous report
Use of Estimates
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 (29)
Previous 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.
Current wording
The following discussion and analysis of our results of operations and financial condition for the periods ending March 31, 2026 and 2025 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.
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 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/.
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, methanol, ns high-value chemicals. We are also actively involved in producing G-Reformers to produce hydrogen. 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
In August 2012, we acquired 100% of GIE, pursuant to that certain Purchase Agreement, by and between us and GIE, dated August 29, 2012, and filed as Exhibit 10.5, and incorporated by reference herein (the “GIE Acquisition Agreement”). GIE owns patents and trade secrets for a proprietary technology to convert natural gas into Syngas. Based on a new, breakthrough process called Fractional Thermal Oxidation™ (“FTO”), we believe that the G-Reformer, combined with conventional FT processes, offers an economical and scalable method to converting natural gas to liquid fuel. On February 15, 2013, GIE filed for its first patent on this GTL technology, resulting in the issue of U.S. Patent 8,574,501 B1 on November 5, 2013. On November 4, 2013, GIE filed for a second patent covering other unique aspects of the design and was issued U.S. Patent 8,795,597 B2 on August 5, 2014. The Company has several other pending patent applications, both domestic and international, related to various components and processes relating to our proprietary GTL methods, complementing our existing portfolio of issued patents and pending patent applications.
Current wording
On August 2012, we acquired 100% of GIE, pursuant to that certain Purchase Agreement, by and between us and GIE, dated August 29, 2012, and filed as Exhibit 10.5 to this Form 10-K, and incorporated by reference herein (the “GIE Acquisition Agreement”). GIE owns patents and trade secrets for proprietary technology to convert natural gas into Syngas. Based on a new, breakthrough process called Fractional Thermal Oxidation™ (“FTO”), we believe that the G-Reformer, combined with conventional FT processes, offers an economical and scalable method to converting natural gas to liquid fuels, high-value chemicals, methanol and hydrogen. On February 15, 2013, GIE filed for its first patent on this GTL technology, resulting in the issue of U.S. Patent 8,574,501 B1 on November 5, 2013. On November 4, 2013, GIE filed for a second patent covering other unique aspects of the design and was issued U.S. Patent 8,795,597 B2 on August 5, 2014. The Company has several other pending patent applications, both domestic and international, related to various components and processes relating to our proprietary GTL methods, complementing 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 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.
Previous wording
Products created by the GTL process include High Cetane Diesel, Naphtha, Technical Grade Water, and high value, high purity chemicals. The chemicals which would be produced in the GTL plant would be vital to many industries including pharmaceutical, cosmetics, fragrances, adhesives, and others. The vast majority of these chemicals are produced in China. Such dependency makes America captive to shortfalls whether they are manufacturing related or intentional. By making these chemicals in the USA, we reduce that dependency and keep the product, the jobs, and the profits in America.
Current wording
Products created by the GTL process include High Cetane Diesel, Naphtha, Technical Grade Water, and high value, high purity chemicals. The chemicals which would be produced in the GTL plant would be vital to many industries including pharmaceutical, cosmetics, fragrances, adhesives, and others. The vast majority of these chemicals are produced in China. Such dependencies make America captive to shortfalls whether they are manufacturing related or intentional. By making these chemicals in the USA, we reduce that dependency and keep the product, the jobs, and the profits in America.
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. The other two (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 (4) employees. Two of the employees have no employment agreement and receive no compensation. The other two (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.
Previous 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.
Current 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 March 31, 2026, we have an accumulated deficit of $41,775,038. For the quarter ended March 31, 2026, we incurred a net loss of $444,132 and used $53,579 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
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.
Current wording
3 – The increase in our working capital deficit resulted due to decreases in cash of $162,561, a decrease in prepaids and other of $7,520 and increases in accounts payable and accrued expenses of $166,563, accounts payable, accrued expenses – related parties of $439,848 and an increase in legal settlement liability of $950,000. This was partially offset by a decrease in notes payable of $5,000, a decrease in convertible notes payable of $166,667 and a decrease in customer deposits of $300,000.
Previous 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.
Current wording
As of March 31, 2026, we had total liabilities in excess of assets by $14,468,915 and used net cash of $53,579 for our operating activities. This is compared to the most recent year ended December 31, 2025, when we used net cash of $710,289 for operating activities.
Previous wording
We reported consolidated net losses for the three months ended September 30, 2025 and 2024 of $1,510,865 and $395,763, respectively.
Current wording
We reported consolidated net losses for the three months ended March 31, 2026 and 2025 of $444,132 and $683,641 respectively.
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 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.
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 March 31, 2026, we had $7,271 in cash, total assets of $51,375, and total liabilities of $14,520,299. Our total accumulated deficit at March 31, 2026 was $41,775,038.
Previous wording
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 September 30, 2025 and 2024:
Current wording
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 March 31,2026 and 2025:
Previous 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.
Current wording
3 – Accounts payable and accrued expenses – related parties increased due to the fact that accrued contractual expenses increased at a greater amount than the company had liquidity to reduce the payables.
Previous wording
Net cash used in investing activities for the nine-months periods ending September 30, 2025 and 2024 was $0 and $0, respectively.
Current wording
Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was $0.
Previous wording
Net cash provided by financing activities was $691,000 and $370,330 for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
Net cash provided by financing activities was $60,000 and $476,000 for the three months ended March 31, 2026and 2025, respectively.
Previous 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.
Current wording
As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $41,775,038 and $40,056,813 as of March 31, 2026 and December 31, 2025, 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 nine months ended September 30, 2025 and September 30, 2024, the Company accrued $135,000 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 three-months ended March 31, 2025, the Company paid and/or accrued a total of $45,000 for the period 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. 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.
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. The Company accrued $30,000 at March 31, 2025 and December 31, 2024.
Previous wording
Financing – Nine Months Ended September 30, 2025 and the Year Ended December 31, 2024
Current wording
Financing – Three Months Ended March 31, 2026 and the Year Ended December 31, 2025
Previous wording
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 wording
For the year ended December 31, 2025, there was $-0- of related- party financing.
Previous wording
For the quarter ended on September 30, 2025, we received $0 in debt financing.
Current wording
For the period ended March 31, 2025, we received $0 in debt financing.
Previous 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).
Current wording
On various dates throughout the quarter ended March 31, 2026, the Company issued 6,000,000 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to ones accredited investor, for $60,000 ($.01).
Previous wording
While we are subject to general inflationary trends, including 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. However, the COVID-19 virus and its current extraordinary impact on the world economy has reduced oil consumption globally, decreasing crude oil prices, to levels not seen since the early 1980’s. 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. While the COVID-19 virus may run its human course in the near term, we believe (as many others in the U.S. government and media believe), that the economic impacts will be long lasting and for all practical matters, remain largely unknown at this time.
Current wording
While we are subject to general inflationary trends, including 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. However, the COVID-19 virus and its current extraordinary impact on the world economy has reduced oil consumption globally, decreasing crude oil prices, to levels not seen since the early 1980’s. 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.
Previous wording
We believe that the critical accounting policies discussed above affect our more significant judgments and estimates used in the preparation of our financial statements.
Current wording
We believe that the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our financial statements.
Previous 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.
Current wording
Significant estimates during the three months ended March 31, 2026 and 2025, 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 nine months ended September 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 three months ended March 31, 2026 and 2025, respectively.
Previous 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.
Current wording
The Company incurred research and development expenses of $19,033 and $142,793 for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes or other acceptable binomial models for measuring the fair value of options.
Current wording
The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes or other acceptable binomial methods for measuring the fair value of options.
Previous wording
At September 30, 2025 and 2024, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities:
Current wording
At March 31, 2026 and 2025, respectively, the Company had the following common stock equivalents outstanding, which were potentially dilutive equity securities:
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
According toResearch and Markets in late 2024, key industry players include: Shell, Chevron, PetroSA, Qatar Petroleum, Sasol, Statoil ASA, Velocys, ENI S.p.A. In terms of global production and consumption, Shell had the largest market share in 2024, with virtually all current production located overseas. Our technology is not designed to compete with the large refinery-size GTL plants operated by such large industry operators. Our plants are designed to be scaled to meet individual gas field production requirements on a distributed and mobile basis. According to a report released in July 2019 by the Global Gas Flaring Reduction Partnership (“GGFRP”), there are currently only 5 small-scale GTL plant technologies that have been proven and are now available for flared gas monetization available in the U.S., including: Greyrock (“Flare to Fuels”); Advantage Midstream (licensing Greyrock technology); EFT (“Flare Buster”); Primus GE and GasTechno (“Methanol in a Box”). We were not a direct part of this study, as we had not received 3rd party certification of our proprietary technology as of the date of this report.
Current report — wording carried from elsewhere
However, the GGFRP report mentioned us as follows, “Greenway Technologies announced on July 23, 2018 that Mabert LLC, a major investor in Greenway, acquired the whole INFRA plant including an operating license agreement. The purpose of the acquisition is the incorporation and commercial demonstration of Greenway’s ‘G-Reformer’ technology. We will see whether the new team will be able to make the plant with the new reformer operational. (Globe Newswire, Fort Worth, Texas, Aug 31, 2019).”
Current report — wording carried from elsewhere
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 report — wording carried from 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.
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
We had no revenues for our consolidated operations for the nine-month periods ended September 30, 2025 and 2024.
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
The following table summarizes consolidated operating expenses and other income and expenses for thethree months ended September 30, 2025 and 2024:
Previous report — wording carried 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.
Previous report — wording carried 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.
Previous report — wording carried 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.
Previous report — wording carried 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.