GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES
For the period ended Mar 31, 2025. Filed May 9, 2025.
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, 2025 · Filed May 9, 2025
GWTIStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-13.
0001493152-24-045179
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-09.
0001641172-25-009392
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 140 previous paragraphs and 141 current paragraphs.
79 unchanged; 29 reworded; 30 added; 29 removed; 3 previous and 3 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 (30)
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
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, 2025, we have an accumulated deficit of $40,056,813. For the quarter ended March 31, 2025, we incurred a net loss of $683,641 and used $326,307 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 report
Accordingly, our ability to continue as a going concern is therefore in doubt and dependent upon achieving a profitable level of operations or on our ability to obtain necessary financing to fund ongoing operations. Management intends to raise additional funds by way of public or private offerings, or both. Management believes that the actions presently being taken to implement our business plan to generate revenues will provide us the opportunity to continue as a going concern.
Current report
1 – Our net loss increased by $326,570, primarily due to increases of several expense categories – research and development in the amount of $142,793, legal expense in the amount of $87,242, consulting fees of $28,640, travel expenses in the amount of $10,436 and commission expense in the amount of $9,000. These increases were partially offset by a decrease of stock quoting service in the amount of $8,400.
Current report
3 – The increase in our working capital deficit related to increases in accounts payable and accrued expenses of $263,856, accounts payable, accrued expenses – related parties of $507,158 and an increase in customer deposits of $310,000. This was partially offset by an increase in cash of $169,832 and increase in prepaids and other of $51,624 and a decrease in advances – related parties of $31,850.
Current report
4 – The increase in stockholders’ deficit from December 31, 2024 to March 31, 2025 results from the net effect of the net loss for the period from January 1, 2025 to March 31, 2025 in the amount of $683,641 offset by issuance of common stock in the $476,000, which decreased stockholders’ deficit.
Current report
1 – General and administrative expenses increased primarily due to increases of several expense categories – research and development in the amount of $142,793, legal expense in the amount of $87,242, consulting fees of $28,640, travel expenses in the amount of $10,436 and commission expense in the amount of $9,000. These increases were partially offset by decrease of stock quoting service in the amount of $8,400.
Current report
2 – Interest expense decreased due to an adjustment in interest payable on one note payable in the first quarter of 2025 compared to the first quarter of 2024.
Current report
3 – Research and development expense increased due to an expanded relationship with UTA in the first quarter of 2025 compared to the first quarter of 2024. Due to increased liquidity, the Company was in a position to authorize additional research and development. Additionally, it purchased a G-Reformer in the amount of $50,000 in the first quarter of 2025 and did not have a comparable expense in the first quarter of 2024.
Current report
1 – Cash and prepaid and others increased due to increased of sales of stock resulting in the increase in cash and the liquidity to fund prepaids and other.
Current report
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
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.
Current report
4 – Advances – related parties were repaid either through the issuance of stock in satisfaction of debt or by cash payment.
Current report
5 – Customers made deposits in the first quarter of 2025 compared to customers making -0- deposits in the first quarter of 2024.
Current report
Our net cash used in operations increased primarily due to the fact that the Company issued stock in the amount of $476,000, which allowed the payment of additional liabilities and operating expenses than were paid in the first quarter of 2024.
Current report
In the first quarter of 2025, the Company sold stock in the amount of $476,000. In the first quarter of 2024, the Company received proceeds from advances of $650 from its Chief Financial Officer.
Current report
Commitments
Current report
Capital Expenditures - none
Current report
Operational Expenditures
Current report
For the period ended March 31, 2025, we received $-0- in related party loans.
Current report
For the year ended December 31, 2024, there was $7,116 of related- party financing, which was reflected as Proceeds from advances – related parties. During 2024, $38,316 was repaid resulting in a balance of -0- at December 31, 2024. $35,930 was satisfied by issuance of Common Stock and $2,386 was repaid by cash payments.
Current report
None
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 is President.
Removed paragraphs (29)
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
1 – Our net loss decreased by $81,321, due to a decrease in total operating expenses of $80,540.
Previous report
The decrease was related primarily to a decrease in legal expenses of $107,772, a decrease in expenses on mining leases of $34,093, a decrease of $15,000 in SEC filing and compliance expense and a decrease in professional fees of $23,500 due to the fact that the Company did not contract with a third-party consultant to assist with the preparation of SEC filings. These decreases were offset by increases of $55,976 of consulting fees and $8,400 for our stock quoting service.
Previous report
2- Our net cash used in operations decreased due to a decrease in net loss of $81,321, a decrease in accounts payable and accrued expenses of $98,356 and an increase in accounts payable and accrued expenses – related party of $32,759.
Previous report
3 – The increase in our working capital deficit resulted primarily from an increase in accounts payable and accrued expenses of $242,647 and increase accounts payable and accrued expenses – related parties of $603,951.
Previous report
4 – The increase in stockholders’ deficit is related to our increase in net loss.
Previous report
These factors raise substantial doubt about our ability to continue as a going concern.
Previous report
Our ability to achieve profitability will depend upon our ability to finance, manufacture, and market/operate GTL units. Our growth is dependent on attaining profit from our operations and our raising additional capital either through the sale of our Common Stock or borrowing. There is no assurance that we will be able to raise any equity financing or sell any of our products at a profit. We will be unable to pay our obligations in the normal course of business or service our debt in a timely manner throughout 2024 without raising additional debt or equity capital. There can be no assurance that we will raise additional debt or equity capital.
Previous report
We are currently evaluating strategic alternatives that include (i) raising new equity capital and/or (ii) issuing additional debt instruments. The process is ongoing, lengthy and has inherent costs. There can be no assurance that the exploration of these strategic alternatives will result in any specific action to alleviate our 12-month working capital needs or result in any other transaction.
Previous report
Operating Expenses.
Previous report
1 - General and Administrative Expenses. During the three-months ended September 30, 2024, general and administrative expenses increased by $32,680, as compared to $181,909 for the prior year three-months ended September 30, 2023. The increase was primarily due to an increase in consulting fees of $18,140.
Previous report
2 - Research & Development Expenses. During the three-months ended September 30, 2024, research and development expenses increased from -0- for the three-months ended September 30, 2023 to $25,000 for the three-months ended September 30, 2024.
Previous report
Nine-months ended September 30, 2024, compared to nine-months ended September 30, 2023.
Previous report
1 – General and administrative expenses – The decrease is related primarily to a decrease in legal expenses of $107,772, a decrease in mining expenses of $34,093 and a decrease in SEC filing fees and expenses of $15,000.
Previous report
2 – Research and development – The increase is related to resuming payments to The University of Texas at Arlington.
Previous report
1 – Cash decreased due to the fact that an additional $100,000 of cash was raised through the sale of common stock in the nine-month period ended September 30, 2024 than the nine-month period ended September 30, 2023.Additionally, accounts payable and accrued expenses – related party increased by $603,950 in the nine-month period ending September 30, 2024 compared to an increase of $571,192 in the nine-month period ended September 30, 2023 This was offset by an increase of $248,079 of accounts payable and accrued expenses compared to an increase of $341,003 in the nine-month period ended September 30, 2023.
Previous report
2 – Accounts payable and accrued expenses and accounts payable and accrued expenses– related parties increased because the Company accrued more expenses than it paid on those liabilities.
Previous 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 $1,586 was fully repaid in the quarter ended September 30, 2023. Additionally, the Chief Financial Officer was paid $700 representing the balance due to him at December 31, 2023. At September 30, 2024, the amount due to the Chief Financial Officer was $100.
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
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
On various dates throughout the nine months ended September 30, 2024, the Company issued 18,008,333 shares of Rule 144 restricted Common Stock to 17 parties, par value $.0001 per share for $365,500, ($.01 - $.03/ share).
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, 2024 and 2023 should be read in conjunction with our consolidated Financial Statements and the notes to those Financial Statements that are included elsewhere in this Form 10-Q and were prepared assuming that we will continue as a going concern. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the “Risk Factors,” “Cautionary Notice Regarding Forward-Looking Statements” and “Description of Business” sections and elsewhere in this Form 10-Q. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “predict,” and similar expressions to identify forward-looking statements. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, our actual results could differ materially from those discussed in these statements. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.
Current wording
The following discussion and analysis of our results of operations and financial condition for the periods ending March 31, 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.
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) full-time employees. One of these employees does not have an employment agreement and receives no compensation. The other two (2) employees have employment agreements. Payment under the employment agreements are paid from time-to-time, when the Company has sufficient funding. None of our employees are covered by collective bargaining agreements. We consider our employee relations to be satisfactory.
Current wording
As of the filing date of this Form 10-Q, we have three (3) employees. One of the employees has no employment agreement and receives no compensation. The other 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
While we are attempting to commence operations and generate revenues, our cash position may not be significant enough to support our daily operations. Management intends to raise additional funds by way of an offering of our securities. Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us to continue as a going concern. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful. Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues.
Current wording
While we are attempting to commence operations and generate revenues, our cash position may not be sufficient to support our daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us to continue as a going concern. While management believes in the viability of our strategy to generate revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate revenues.
Previous wording
We remain dependent on outside sources of funding for continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in its report dated July 16, 2024 and filed with our annual report on Form 10-K, which is included by reference to our consolidated Financial Statements and raises substantial doubt about our ability to continue as a going concern.
Current wording
We remain dependent on both third party and related party sources of funding for continuation of our operations (debt and/or equity based). Our independent registered public accounting firm issued a going concern qualification in their report dated March 11, 2025 and filed with our annual report on Form 10-K, which is included by reference to our Financial Statements and raises substantial doubt about our ability to continue as a going concern.
Previous wording
Our net cash used in operations increased primarily due to a decrease in our net loss of $81,321, a decrease in accounts payable and accrued expenses of $98,356 and an increase in accounts payable and accrued expenses – related parties of $32,759.
Current wording
2- Our net cash used in operations increased due to the net loss increasing by $326,570 an increase of $51,512 in prepaids and other, a decrease of $80,242 in accounts payable and accrued expenses and a decrease in accounts payable and accrued expenses – related parties of $176,201. This was partially offset by a $310,000 increase in customer deposits.
Previous wording
As of September 30, 2024, we had total liabilities in excess of assets by $12,730,507 and used net cash of $256,028 for our operating activities. This is as compared to the most recent year ended December 31, 2023, when we used net cash of $302,663 for operating activities.
Current wording
As of March 31, 2025, we had total liabilities in excess of assets by $13,214,090 and used net cash of $326,307 for our operating activities. This is 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 September 30, 2024 and 2023 of $395,763 and $338,083, respectively.
Current wording
We reported consolidated net losses for the three months ended March 31, 2025 and 2024 of $683,641 and $357,071 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, 2024, we had $115,434 in cash, total assets of $115,434, and total liabilities of $12,845,941. Our total accumulated deficit at September 30, 2024 was $38,962,230.
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, 2025, we had $169,832 in cash, total assets of $221,456, and total liabilities of $13,435,546. Our total accumulated deficit at March 31, 2025 was $40,056,813.
Previous wording
3 – See all discussions in #1- #2.
Current wording
6 – See all discussions in #1 - #5 above.
Previous wording
Net cash used in investing activities for the nine-months periods ending September 30, 2024 and 2023 was $0 and $0, respectively.
Current wording
Net cash used in investing activities for the three months ended March 31, 2025 and 2024 was $0.
Previous wording
Net cash provided by financing activities was $370,4330 and $245,500 for the nine months ended September 30, 2024 and 2023, respectively, in 2024, the Company sold stock for cash for $365,500. The Company issued shares of stock to related parties in the amount of $35,930 in repayment of advances – related parties.
Current wording
Net cash provided by financing activities was $476,000 and $650 for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $38,962,230 and $37,462,816 as of September 30, 2024 and September 30, 2023, respectively.
Current wording
As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $40,056,813 and $39,373,172 as of March 31, 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 nine months ended September 30, 2024 and September 30, 2023, 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. During the nine months ended September 30, 2024 and 2023, the Company accrued $125,000 for each year, 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
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.
Current 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, 2024. There is no actual lease agreement with the BLM, but we file an annual maintenance fee form and pay fees to the BLM to hold our claims.
Previous wording
Financing – Nine Months Ended September 30, 2024 and the Year Ended December 31, 2023
Current wording
Financing – Three Months Ended March 31, 2025 and the Year Ended December 31, 2024
Previous wording
For the period ended September 30, 2024, 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 wording
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 wording
For the nine months ended September 30, 2024, the Company issued 18,008,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors, for ($0.01 - $0.03/share).
Current wording
On various dates throughout the quarter ended March 31, 2025, the Company issued 14,490,000 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors, for $455,500 ($.02 - $.05/share). On various dates throughout the quarter ended March 31, 2025, the Company issued Subscription Agreements representing 4,333,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors for $120,000 ($.03/share). $20,000 of the amount is reflected as Common Stock To be Issued and $99,000 is reflected as Subscriptions Receivable.
Previous wording
On various dates throughout the year ended December 31, 2023, the Company issued 21,233,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors, for $265,500 ($0.01 - $0.02/share).
Current wording
On various dates throughout the year ended December 31, 2024, the Company issued 22,578,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors, for $458,500 ($.01 - $.02/share).
Previous wording
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, 2024 and 2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets.
Current wording
Significant estimates during the three months ended March 31, 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 nine months ended September 30, 2024 and 2023, respectively.
Current wording
The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the three months ended March 31, 2025 and 2024, respectively.
Previous wording
The Company incurred research and development expenses of $25,000 and $0 for the nine months ended September 30, 2024 and 2023, respectively.
Current wording
The Company incurred research and development expenses of $142,793 and $0 for the three months ended March 31, 2025 and 2024, 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.
Rearranged current paragraphs (3)
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
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 (3)
Previous report — wording carried elsewhere
We had no revenues for our consolidated operations for the nine-month periods ended September 30, 2024 and 2023.
Previous report — wording carried elsewhere
We reported consolidated net losses for the nine months ended September 30, 2024 and 2023 of $1,102.626 and $1,183,947, respectively.
Previous report — wording carried elsewhere
The following table summarizes consolidated operating expenses and other income and expenses for thethree months ended September 30, 2024 and 2023: