GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES

GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES

Note 1 -Organization and Nature of Operations

Organization and Nature of Operations

Greenway Technologies, Inc. (collectively, “we,” “us,” “our” or the “Company”), through its wholly owned subsidiary, Greenway Innovative Energy, Inc. (“GIE”), is primarily engaged in the research, development and commercialization of a proprietary Gas-to-Liquids (GTL) syngas conversion system that can be economically scaled to meet individual natural gas field/resource requirements. The Company’s proprietary and patented technology has been realized in Greenway’s first generation commercial-scale G-Reformer TMunit (“G-Reformer”), a unique and critical component of the Company’s overall GTL technology solution. Greenway’s objective is to become a material direct and licensed producer of renewable GTL synthesized diesel, jet fuels, and high value chemicals, as a byproduct of the conversion process and hydrogen, with a near term focus on U.S. market opportunities.

Both of the Company’s wholly-owned subsidiaries: Universal Media Corp and Logistix Technology Systems, Inc. are currently inactive.

Liquidity, Going Concern and Management’s Plans

These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying consolidated financial statements, for the six months ended June 30, 2026, the Company had:

Additionally, at June 30, 2026, the Company had:

The Company has cash on hand of $461 at June 30, 2026. The Company does not expect to generate sufficient revenues or positive cash flows from operations sufficiently to meet its current obligations. However, the Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

Note 2 -Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the financial statements of Greenway and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2025.

Business Segments

Our Chief Executive Officer, President and Director is the chief operating decision maker who reviews financial information on a basis for allocating resources and evaluating financial performance.

The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company has identifiedone single reportable operating segment. The Company manages its business on the basis of one operating and reportable segment and derives revenues from selling its products and related services.

Our Chief Executive Officer, President and Director assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Consolidated Statement of Operations. Total assets on the Consolidated Balance Sheets represent our segment assets.

Preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

Significant estimates during the six months ended June 30, 2026 and 2025, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820,Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.

Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, advances and various debt instruments are carried at historical cost.

At June 30, 2026 and December 31, 2025, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

ASC 825-10*“Financial Instruments”* allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

Cash and Cash Equivalents and Concentration of Credit Risk

For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.

At June 30, 2026 and December 31, 2025, respectively, the Company didnot have any cash equivalents.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At June 30, 2026 and December 31, 2025, respectively, the Company didnot have any cash in excess of the insured FDIC limit.

Impairment of Long-lived Assets

Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15*“Impairment or Disposal of Long-Lived Assets.”* Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.

If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Property and Equipment

Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.

Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Derivative Liabilities

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as change in fair value of derivative liabilities. The Company uses a binomial pricing model to determine fair value of these instruments.

Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment.

Equity instruments that are initially classified as equity and that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

At June 30, 2026 and December 31, 2025, respectively, the Company hadno derivative liabilities.

Debt Discount

For certain notes issued, the Company may provide the Debt holder with an original issue discount. The original issue discount is recorded as a debit discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.

Debt Issue Costs

Debt issuance cost paid to lenders or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.

Income Taxes

The Company accounts for income tax using the asset and liability method prescribed by ASC 740,“Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of June 30, 2026 and December 31, 2025, respectively, the Company hadno uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the six months ended June 30, 2026 and 2025, respectively.

Research and Development

The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

The Company incurred research and development expenses of $132,735 and $461,293 for the six months ended June 30, 2026 and 2025, respectively.

Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718*“Compensation – Stock Compensation”* using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes or other acceptable binomial models for measuring the fair value of options.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value, the Company considers the following assumptions in the Black-Scholes or other acceptable binomial models:

Stock Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model or other acceptable binomial methods as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance if there is not a service period.

Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. Because the Company reported a net loss during the three and six months ended June 30, 2026 and 2025, common stock equivalents were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same.

At June 30, 2026 and 2025, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities:

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.

Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

**Recently Issued Accounting Pronouncements Not Yet Adopted **

In November 2024, the FASB, issued Accounting Standards Update 2024-04, Debt-Debt with Conversions and Other Option, (“ASU 2024-04”). ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company currently has no convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible outstanding If the company issues such debt instruments in the future, they will be accounted for properly under ASU 2024-04.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures.

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.

Note 3 –Notes Payable

Notes payable and related terms were as follows:

Note 4 –Notes Payable – Related Parties

The Company executed a loan agreement for up to $5,000,000 in advances with a Company owned by and the Company’s Executive Vice President - Sales and a member of the Board of Directors, who is the brother of the Company’s Chief Financial Officer as well as a member of the Board of Directors.

Mr. Robert K. Jones and his late wife and Mabert have loaned a total of $2,057,341 to the Company and four other shareholders have loaned a balance of $753,433, pursuant to the Loan Agreement, through the year ended December 31, 2025. These loans are secured by the assets of our Company. Financing statements and UCC-1 and UCC-2 have been filed according to Texas statutes. Should a default under the Loan Agreement occur, there could be a foreclosure or a bankruptcy proceeding filed by Mabert on behalf of the lenders who are parties to the Loan Agreement. A foreclosure sale or distribution through bankruptcy could only result in the creditors receiving a pro-rata payment based on the terms of the Loan Agreement. Mabert did not nor will it receive cash compensation for its efforts.

The notes bear interest ranging from 10% -18%. All these notes are in default at June 30, 2026, except for one note in the amount of $5,000, which was issued in the second quarter of 2026.

Typically, with each of these notes, the Company has issued shares of common stock, which have been recognized as a debt discount and amortized over the life of the note.

From January 1, 2026 – June 30, 2026, the Company issued a $5,000 note under this loan structure and issued 10,000 shares in connection with such note structure.

Notes payable – related parties consist of loans from various members of management and the Board of Directors, typically for use as working capital. Related terms were as follows:

As of June 30, 2026 and December 31, 2025, total accrued interest for Notes Payable-Related Parties was $2,923,296 and $2,677,058, respectively, and is presented as part of Accounts payable and accrued expenses – related parties. The Company recorded interest expense from Notes Payable-Related Parties for periods ending June 30, 2026 and 2025, of $297,261 and $306,132, respectively.

Note 5 –Advances – Related Parties

Advances – related parties and related terms were as follows:

During the six months ended June 30, 2026, the Company received $1,000 from its Chief Financial Officer for working capital. During the six months ended June 30, 2026, the Chief Executive Officer paid $12,105 directly to vendors on behalf of the Company. Additionally, during the six months ended June 30, 2026, the Chief Executive Officer funded “out-of-pocket” expenses in the amount of $10,720 for company business and the Company accrued the liability as Advances – Related Party.

Note 6 –Employment Agreements – Related Parties

In August 2012, we entered into an employment agreement with Raymond Wright, for the position of President of GIE, for a term offive 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 and 2025 for successive one-year periods. During the six-month period ended June 30, 2026 and 2025, we paid and/or accrued a total of $80,500 and $90,000, respectively, under the terms of the agreement. As of June 30, 2026, total accrued salary was $1,716,438 and, as of December 31, 2025, total accrued salary was $1,635,938. The liability is presented as part of Accounts payable and accrued expenses - related parties. Mr. Wright resigned his positions with the Company on May 28, 2026. He resigned as President of GIE, a wolly-owned subsidiary of the Company, effective June 11, 2026.

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, 2025. Mr.Jones received a grant of common stock (the “Stock Grant”) at the start of his employment equal to 250,000 shares each of the Company’s Common Stock, par value $.0001 per share (the “Common Stock”), such shares vesting immediately. Mr. Jones is also entitled to participate in the Company’s benefit plans when such plans exist. The foregoing summary of Mr. Jones’s employment agreement is qualified in its entirety by reference to the actual true and correct Employment Agreement by and between Mr. Jones and our Company, dated May 10, 2018, a copy of which is filed as Exhibit 10.40 to this Form 10-K and incorporated by reference herein. By its terms, Mr. Jones’ employment agreement automatically renewed on May 10,2019, 2020, 2021, 2022, 2023, 2024, 2025 and 2026, for successive one-year periods. During the six-month period ended June 30, 2026 we paid and/or accrued a total of $95,000 under the terms of the agreement. As of June 30, 2026, total accrued salary was $963,167 and, as of December 31 2025, the total accrued salary was $884,667 and is presented as part of Accounts payable and accrued expenses – related parties.

On June 9, 2026, Doug Cogan was elected Chief Executive Officer of the Company. He also serves as a member of the Board of Directors. On June 12, 2026, he was elected President of GIE, a wholly-owned subsidiary of the Company. On June 12, 2026, we entered an employment agreement with Doug Cogan. The agreement is for a three-year term and automatically renews as of that date unless the Company or Mr. Cogan provides a written notice of termination to the other party at least 60 days prior to the end of the initial term or any renewal term. Mr. Cogan earns a base salary of $240,000 per year. Mr. Cogan can earn bonuses based on defined milestones and subject to approval by the Board of Directors.

During the six-month period ended June 30, 2026 we paid and/or accrued a total of $12,000 under the terms of the agreement. As of June 30, 2026, total accrued salary was $12,000 and, as of December 31 2025, the total accrued salary was $-0- and is presented as part of Accounts payable and accrued expenses – related parties.

Note 7 –Commitments and Contingencies

Legal Matters

On September 7, 2021, the Company was served with a demand for mediation and potential arbitration by Gregory Sanders, a previous employee of the Company. The demand claims Mr. Sanders had an employment agreement with the Company entitling him to certain compensation payments under the contract. No conclusion was made during mediation which occurred in the fourth quarter of 2021. On October 25, 2023, there was a hearing on Plaintiff’s motion for summary judgement. Plaintiff asserted 3 motions, all of which were denied by the court, as ordered on November 1, 2023. Plaintiff withdrew his action against the Company on January 11, 2024 and the court so ordered on the same date.

On November 8, 2023, the Company was served with a demand for payments under various agreements with the plaintiffs. The Plaintiffs are Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC (“Tunstall Canyon”) and Chisos Equity Consultants, LLC (“Chisos”). Ric Halden and Randy Moseley were founders of the Company and served as officers and directors of the Company until 2017, when each of them resigned all positions with the Company. The Company believes that Tunstall Canyon and Chisos are majority-owned by Ric Halden. As of June 30, 2025, the Company had accrued liabilities in the amount of $1,672,074 to Ric Halden, Randy Moseley and Tunstall Canyon, which are all included in the liabilities reflected on the accompanying consolidated balance sheet. The court set an original trial date for November 25, 2024. The Plaintiffs and the Company petitioned the Court for a new trial date, which was granted and a new trial date was set for May 26, 2025. On March 28, 2025, Plaintiffs and the Company again petitioned the Court for a new trial date. The request was granted and the trial was reset set for September 15, 2025. Trial was subsequently reset to December 1, 2025.

The Plaintiffs, Ric Halden, Randy Moseley, Tunstall Canyon and Chisos, filed a Traditional Motion for Partial Summary Judgement , or in the Alternative, Traditional Motion for Partial Summary Judgement as to Liability Only which was originally set to be set to be heard by the Court on March 26, 2025. Plaintiffs and the Company agreed to reset the hearing to at least 45 days after March 26, 2025. A new hearing date was set for July 9, 2025.

The Plaintiffs, Ric Halden, Randy Moseley, Tunstall Canyon and Chisos, filed a Traditional Motion for Partial Summary Judgement, or in the Alternative, Traditional Motion for Partial Summary Judgement as to Liability Only which was originally set to be heard by the Court on March 26, 2025. Plaintiffs and the Company agreed to reset the hearing to at least 45 days after March 26, 2025. On April 29, 2025, Tunstall Canyon, LLC filed a second traditional motion for partial summary judgement. The hearing was set for July 19, 2025. The Company did not challenge the motion and on July 9, 2025, the court granted a summary judgement in the amount of $335,234 plus prejudgement interest at a rate of 18% per year from January 1, 2025, until the date of a Final Judgement in the case. The amount payable to Tunstall Canyon is fully recorded as a liability by the Company.

On October 30, 2025, this dispute was fully resolved on the following terms:(1) Greenway to issue Ric Halden 2,000,000 shares of restricted stock in Greenway by November 6, 2025 (representing a value of $80,000 at a price of $.04 per share); (2) Greenway to make a payment to Plaintiffs in the amount of $50,000 by February 27, 2026; (3) Greenway to pay $900,000 in twelve (12) monthly installments beginning on August 1, 2026. Greenway’s payment obligations will be secured by an Agreed Judgment in the amount of $1,250,000 that will held in trust by Plaintiff’s counsel and only filed with a court in the event of a non-cured default by Greenway. In exchange for these obligations, the lawsuit will be dismissed and Plaintiffs will execute a release of all claims against Greenway that could have been brought in the litigation. This includes the withdrawal of the summary judgement granted to Tunstall Canyon by the court on July 9, 2025 in the amount of $335,234 plus prejudgement interest at a rate of 18% per year from January 1, 2025. Further, Plaintiff, Randy Moseley, relinquished his claims against the Company. The Company reflected a liability to Randy Moseley in the amount of $714,663 as of September 30, 2025.

On December 9, 2025, the court approved an AGREED ORDER OF DISMISSAL WITH PREJUDICE.

The Company recognized a gain of $648,783 related to the legal settlement.

The Company defaulted on its obligation to pay $50,000 by February 27,2026. The Plaintiff holds an Agreed Judgement in the amount of $1,250,000, which can be exercised at any time. At the date of this filing, the Plaintiff has not exercised its rights under the Agreed Judgement.

The Company continues to negotiate with Ric Halden regarding the Agreed Judgement in the amount of $1,250,000. If this judgement is exercised, the Company will incur additional legal settlement expenses of $300,000. The Company continues to negotiate with Ric Halden requesting him to waive the settlement agreement obligation altogether. Based on the fact that he has not elected to exercise the judgement and settlement discussions are ongoing, there is no certainty that the additional $300,000 wlll ever be paid and there exists the possibility that the $950,000 will not be paid. Based on the current negotiations with the Plaintiff, we believe that the recorded $950,000 should remain as a libility of the Company. We also believe, that based on the ongoing negotiations with the Plaintiff, the additional $300 should not currently be recorded as a liability. That could change if negotiations do not proceed positively and the Plantiff exercises his rights under the Agreed Judgement. If that occurs, the Company would record an additional loiability in the amount of $300,000,

The Company is subject to litigation, claims, investigations, and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously

Note 8 –Stockholders’ Deficit

The Company has one (1) class of stock:

Common Stock

Equity Transactions for the Six Months Ended June 30, 2026

Stock Issued for Cash

During the six months ended June 30, 2026, the Company issued 6,000,000 shares of common stock for $60,000 ($0.01 per share).

Stock Issued for Sign-On Bonus

The Company issued 2,500,000 shares of stock valued at $67,500 ($.027/share).

Stock Issued as Equity Feature of Issuance of Promissory Note

The Company Issued 10,000 shares of stock valued at $340 ($.034 per share).

Note 9 –Segment Reporting

The Company operates as a single reportable segment, as the Chief Operating Decision Maker (“CODM”), The Chief Executive Officer (“CEO”), evaluates the business on a consolidated basis and does not receive discrete financial information for multiple Business units.

Measure of Segment Profit or Loss

The CODM assesses the Company’s financial performance based on operating loss, which aligns with the amount reported in the consolidated statements of comprehensive loss. The following table presents a reconciliation of segment operating loss to net loss for the three-months period ended June 30, 2026 and 2025:

Significant Segment Expenses

The Company considers the following as significant expenses in evaluating its segment performance:

General and administrative expenses: includes personnel costs, professional fees and other overhead expenses.

Research and development: includes payments made to UTA under Sponsored Research Agreements to perform research and development on the Company’s reformers and other aspects of the process to convert natural gas to high value fuels, chemicals and water and the purchase of a G-Reformer.

Interest expense: interest expense on notes payable issued over a period of many years to fund the Company’s operations.

Chief Operating Decision Maker (CODM)

The CODM of the Company is the Chief Executive Officer (CEO), who is responsible for evaluating financial results and making resource allocation decisions.

Note 10 –Subsequent Events

There were no reportable subsequent events between June 30, 2026 and the date of this filing