UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
____________________________________________________

FORM 10-Q

[X]

☒Quarterly report under Section 13 or 15(d)15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2017March 31, 2022

[ ]

☐ Transition report pursuant to Section 13 or 15(d)15(d) of the Securities Exchange Act of 1934

For the transition period from _______ to _______

Commission File No. 000-55030

GREENWAY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (800)289-2515

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes [X] ☒ No [ ]☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X] ☒ No [ ]☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check One):Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined inby Rule 12(b)-212b-2 of the Exchange Act). Yes [ ] ☐ No [ X ] ☒

Indicate the

The number of shares outstanding of each of the registrant’s classes of common stock, par value $0.0001 per share, outstanding as of the latest practicable date. At November 5, 2017, the registrant had outstanding 280,052,004 shares of our Class A common stock and 126,938 shares of Class B common stock.May 16, 2022 was 364,394,000.

Table of Contents

Part I – Financial Information.

PART I – FINANCIAL INFORMATION

GREENWAY TECHNOLOGIES, INC.

Condensed Consolidated Balance SheetSheets

(Unaudited)

See the accompanying notes to the condensed unaudited condensed consolidated financial statements.

GREENWAY TECHNOLOGIES, INC.

Condensed Consolidated Statements of Operations – Unaudited

For the three months ended March 31, 2022 and nine-months ended September 30, 2017 and 20162021

(Unaudited)

See the accompanying notes to the condensed unaudited condensed consolidated financial statements.

GREENWAY TECHNOLOGIES, INC.
Condensed Consolidated Statements of Changes in Stockholders’ Deficit
For the three months ended March 31, 2022 and 2021
(Unaudited)

See accompanying notes to the condensed unaudited consolidated financial statements.

GREENWAY TECHNOLOGIES, INC.

Condensed Consolidated Statements of Cash Flows - Unaudited

For the nine-monthsthree months ended September 30, 2017March 31, 2022 and 20162021
(Unaudited)

TheSee accompanying notes are an integral part of theseto the condensed unaudited condensed consolidated financial statements.

GREENWAY TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017March 31, 2022

(Unaudited)

NOTE 1 – ORGANIZATION

Nature of Operations

Greenway Technologies, Inc., (“Greenway Technologies,” “GTI,”Greenway”, “GTI” or the “Company”) was organized on March 13, 2002, underthrough its wholly owned subsidiary, Greenway Innovative Energy, Inc., is primarily engaged in the lawsresearch, 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^TM unit (“G-Reformer”), a unique and critical component of the StateCompany’s overall GTL technology solution. Greenway’s objective is to become a material direct and licensed producer of Texas as Dynalyst Manufacturing Corporation.  On August 18, 2009, in connectionrenewable GTL synthesized diesel and jet fuels, with a merger with Universal Media Corporation, a privately held Nevada company, the Company changed its name to Universal Media Corporation (“Universal Media”).  The Company changed its name to UMED Holdings, Inc.near term focus on March 23, 2011, and to Greenway Technologies, Inc. on June 23, 2017.U.S. market opportunities.

The Company’s mission is to operate as a holding company through the acquisition of businesses as wholly-owned subsidiaries that meet some key requirements: (1) solid management that will not have to be replaced in the near future (2) the ability to grow with steady growth to follow and (3) an emphasis on emerging core industry markets, such as energy and metals.  It is the Company’s intention to add experienced personnel and select strategic partners to manage and operate the acquired business units.

In September 2010, the Company acquired 1,440 acres of placer mining claims on Bureau of Land Management land in Mohave County, Arizona. See discussion in Note 3.  Due to the Company not producing any revenues from its BLM mining leases since its acquisition of the leases, achieving a position of producing cash flow levels to fund the development of its BLM mining leases in December 2010 and not having current resources for an appraisal, we recognized an impairment charge of $100,000 during the year ended December 31, 2014.Greenway’s GTL Technology

In August 2012, the CompanyGreenway Technologies acquired 100%100% of Greenway Innovative Energy, Inc. (sometimes, “GIE”(“GIE”) which owns patents and trade secrets for a proprietary process and related technologytechnologies to convert natural gas into synthesis gas (syngas)(“syngas”). Syngas is an important intermediate gas used by industry in the production of ammonia, methane, liquid fuels, and other downstream products. The Company’s uniqueBased on a breakthrough process is callednamed Fractional Thermal Oxidation™ (FTO). When(“FTO”), the Company believes that its G-Reformer unit, combined with conventional and proprietary Fischer-Tropsch (“FT”) processes, offers an economical and scalable method to convert natural gas to liquid fuel.

To facilitate the commercialization process, Greenway Technologies’ Fischer-Tropsch (FT) system, we offer a new economical, relatively small scale (125announced in August 2019 that it had entered into an agreement to 2,475 bbls/day) method of converting gas-to-liquids (GTL) that can bepartially own and operate an existing GTL plant located in Wharton, Texas. The plant was acquired by Mabert, a company 100% owned by a former director, Kevin Jones. OPM Green Energy, LLC (“OPMGE”), a company formed to facilitate the joint venture, is owned by Mabert, Tom Phillips, a former employee of the Company, and Greenway. The Company’s involvement in the venture was intended to facilitate third-party certification of the Company’s G-Reformer technology, related equipment and technology. In addition, the Company anticipated that OPMGE’s operations would demonstrate that the G-Reformer is a commercially viable technology for producing syngas and marketable fuel products. OPMGE is not functioning at present. Mabert owns the Wharton Plant. The Company believes that its proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general. Initial tests have demonstrated that the Company’s solution appears to be superior to legacy technologies which are more costly, have a larger footprint and cannot be easily deployed at field locations where needed.sites to process associated gas, stranded gas, coal-bed methane, vented gas, or flared gas, all markets the Company seeks to service.

NOTE 2 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

Principles

Basis of ConsolidationPresentation

The accompanying condensedunaudited consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant inter-company accounts and transactions were eliminated in consolidation.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S.accounting principles generally accepted accounting principlesin the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-QRule 10-01 of Regulation S-X of the Securities and Article 8 of Regulations S-X.Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements contain all adjustments, (consistingconsisting of normal recurring accruals)adjustments, considered necessary for a fair presentation have been included.  Operatingof the results forof the interim periods, presentedbut are not necessarily indicative of the results that mayof operations to be expectedanticipated for the full year ending December 31, 2017.  For further information, refer to the2022. These unaudited consolidated financial statements and footnotes thereto includedshould be read in conjunction with the Company’s annual reportAnnual Report on Form 10-K for the year ended December 31, 2016.2021.

Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of Greenway and its wholly owned subsidiaries. There are no assets, liabilities or operations in the Universal Media Corporation and Logistix Technology Systems subsidiaries identified below. All significant inter-company accounts and transactions were eliminated in consolidation.

The accompanying condensed unaudited consolidated financial statements include the accounts of the following entities.entities:

SCHEDULE OF SUBSIDIARIES

Going Concern Uncertainties

The accompanying condensed unaudited 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. As shown in the accompanying condensed consolidated financial statements, the Company sustained a loss of approximately $7.2 million for the nine-month period ended September 30, 2017, and has a working capital deficiency of approximately $2 million andMarch 31, 2022, we have an accumulated deficit of approximately $21.7 million at September 30, 2017.$35,167,778. For the three-months ended March 31, 2022, we had 0 revenue, generated a net loss of $401,601 and used cash of $105,783 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 addition capital through debt and/or equity sources. Management believes that its current and future plans will enable it to continue as a going concern for the next twelve months.months from the date of this report.

The outbreak of COVID-19 (coronavirus), caused by a novel strain of the coronavirus, was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. The COVID-19 (coronavirus) outbreak has had a notable impact on general economic conditions, including but not limited to the temporary closures of many businesses, “shelter in place” and other governmental directives, reduced business and consumer spending due to both job losses, reduced investing activity and M&A transactions, among many other effects attributable to the COVID-19 (coronavirus), and there continue to be many unknowns. While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and other measures. The Company is in discussions with several oilcontinues to monitor the impact of the COVID-19 (coronavirus) outbreak. The extent to which the COVID-19 (coronavirus) outbreak will impact our operations, and gas companies and other organizations regarding joint venture funding for its first gas-to-liquids (GTL) plant using the Company’s unique GTL system. Should an agreement be made, the joint venture relationship will provide funding at a level of $20M to $50M with an ongoing profit-sharing arrangement between the Company and the partner organizations and/or individuals with an economic profile previously not achievable in the GTL industry segment. While there are no assurances that financing for the first plant will be obtained on acceptable terms and in a timely manner, the failureour ability to obtain the necessary working capital may cause the Company to move in onefinancing or more alternate directions to shepherd this revolutionary GTL system into production. Several alternate paths are under consideration in conjunction with the joint venture/profit sharing approach.future financial results is uncertain.

The accompanying condensed consolidated financial statements do not include any adjustmentadjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.existence

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies applied in the presentation of the condensed unaudited consolidated financial statements are as follows.follows:

Property and Equipment

Property and equipment is recorded at cost. Major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold, are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale or salvage value are recorded as a gain or loss on sale of equipment. Depreciation is computed using the straight-line method over the estimated useful life of the assets.

Impairment of Long-Lived Assets

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with Accounting Standards Codification, ASC Topic 360,Property, Plant and Equipment. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized. There were 0 long-lived assets or impairment charges for the period ended March 31, 2022.

Revenue Recognition

The FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The company will adopt the guidance on January 1, 2018 and apply the cumulative catch-up transition method. The transition adjustment to be recorded to stockholders’ equity upon adoption of the new standard is not expected to be material.

The Company has not, to date, generated any revenues.

Equity Method Investment

On August 29, 2019, the Company entered into a Material Definitive Agreement related to the formation of OPM Green Energy, LLC (OPMGE). The Company contributed a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for 42.86% (300 of 700 currently owned member units) revenue interest in OPMGE, expected to be later reduced to a 30% interest upon the completion of certain expected third-party investments for the remining 300 of 1,000 member units available. However, 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. Since the Wharton Plant is owned by Mabert, OPMGE was no longer a viable entity as of December 31, 2021 and March 31, 2022. As of December 31, 2021 and March 31, 2022, there were no book or assets within OPMGE. Accordingly, the Company’s receivable with this entity is fully reserved for as of March 31, 2022.

Use of Estimates

The preparation of condensed unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United StatesU.S. Generally Accepted Accounting Principles (“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 the condensed unaudited consolidated financial statements and the reported amountamounts of revenuerevenues and expenses during the reportedreporting period. Such estimates include allowance for collectible receivables and deferred tax valuation allowances. Actual results could differ materially from thesuch estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three-months or less to be cash equivalents. There were no0 cash equivalents at September 30, 2017,March 31, 2022 or December 31, 2016.2021, respectively.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company has adopted the provisions of FASB ASC 740-10-05Accounting for Uncertainty in Income Taxes.Taxes. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Open tax years, subject to IRS examination include 20132016 – 2016.2021, with no corporate tax returns filed for the years ending 2016 to 2021.

Net Loss Per Share, basic and diluted

Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares issued and outstanding for the period. SharesFor the three months ended March 31, 2022, shares issuable upon the exercise of warrants (10,641,489)(3,000,000), shares convertible for debt (2,083,333) and shares outstanding but not yet issued (671,538) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive.

Derivative Instruments

The Company accounts For the three months ended March 31, 2021, shares issuable upon the exercise of warrants (3,000,000), shares convertible for derivative instruments in accordance with Accounting Standards Codification 815,Derivativesdebt (2,083,333) and Hedging (“ASC 815”shares outstanding but not yet issued (923,630), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  They require that an entity recognize all derivatives have been excluded as either assets or liabilitiesa common stock equivalent in the balance sheet and measure those instruments at fair value.diluted loss per share because their effect would be anti-dilutive.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

See Note 6 below for discussion regarding convertible notes payable and warrants.

Fair Value of Financial Instruments

Effective January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three levels as follows:

Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities.

Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly.

Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

Original Issue Discount

For certain convertible debt issued, the Company provides the debt holder with an original issue discount (“OID”).  An OID is the difference between the original cash proceeds and the amount of the note upon maturity. The Note is originally recorded for the total amount payable. The OID is amortized into interest expense pro-rata over the term of the Note.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices.

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments.

The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at September 30, 2017:

The following assets and liabilities are measured on the balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities:

The change in the notes payable at fair value for the nine-month period ended September 30, 2017, is as follows:

All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in other interest income and expense in the accompanying condensed consolidated financial statements.

Stock Based Compensation

The Company follows Accounting Standards Codification subtopic 718-10,Compensation (“ASC 718-10”) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.

At September 30, 2017,March 31, 2022 and 2021, the Company did not0t have any outstanding stock options.

Concentration and Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit.limit of $250,000. The Company did 0t have cash on deposit in excess of such limit on March 31, 2022 and December 31, 2021.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification 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 $521,444$16,000 and $618,007$30,000 during the nine-months ended September 30, 2017periods ending March 31, 2022 and 2016,2021, respectively.

Issuance of Common Stock

The issuance of common stock for other than cash is recorded by the Company at market values.values based on the closing price of the stock on the date of any such grant.

Impact of New Accounting Standards

The FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The company will adopt the guidance on January 1, 2019 and apply the cumulative catch-up transition method. The transition adjustment to be recorded to stockholders’ equity upon adoption of the new standard is not expected to be material.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed unaudited consolidated financial statements.

NOTE 4 – PROPERTY, PLANT, AND EQUIPMENT

SCHEDULE OF PROPERTY PLANT, AND EQUIPMENT

Depreciation expense was $0 for the three months ended March 31, 2022 and 2021.

NOTE 5 – TERM NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES

Term notes payable, including notes payable to related parties consisted of the following at September 30, 2017,March 31, 2022 and December 31, 2016:2021 respectively:

SCHEDULE OF NOTES PAYABLE

Under the Loan Agreement, various private lenders have loaned gross loan proceeds of $2,805,775 (excluding a debt discount of $4,541 for a net $2,801,234 book debt) through March 31, 2022. Mr. Jones, and his late wife have loaned $2,057,341 from inception through March 31, 2022. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $4,541 for the three months ended March 31, 2022, this amount is amortized to interest expense on a straight-line basis over the terms of the loans.

The private party loans with the Company are often established by converting the Company’s outstanding stockholder advances due to related parties into a new note payable under the Loan Agreement in the quarter following the advance. There have been instances in which private lenders, under the Loan Agreement, enter into loans directly with the Company (not through an advance). During the three months ended March 31, 2022, the Company received proceeds of $3,500 in stockholder advances. Additionally, during the three months ended March 31, 2022, $51,769 of stockholder advances has been converted to notes payables with related parties and $16,245 has been written off to the Company due to a subscription receivables – warrant.

On January 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $142,934, at 18% interest per annum. As a cost of the note, the Company agreed to issue 285,868 shares of its Common Stock at a market price of $0.03 per share for a total debt discount of $8,014, subject to standard Rule 144 restrictions. The 285,868 shares of common stock are reported in common stock to be issued as of March 31, 2022, as they were not yet issued by the Company.

On April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Michael Wykrent, a Director and shareholder for $70,000, at 18% interest per annum. As a cost of the note, the Company agreed to issue 140,000 shares of its Common Stock at a market price of $0.03 per share for a total debt discount of $3,962, subject to standard Rule 144 restrictions.

On April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $5,000, at 18% interest per annum. As a cost of the note, the Company agreed to issue 10,000 shares of its Common Stock at a market price of $0.03 per share for a total debt discount of $283, subject to standard Rule 144 restrictions.

On April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $112,064, at 18% interest per annum. As a cost of the note, the Company agreed to issue 224,128 shares of its Common Stock at a market price of $0.03 per share for a total debt discount of $6,343, subject to standard Rule 144 restrictions.

On July 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $99,250, at 18% interest per annum. As a cost of the note, the Company agreed to issue 198,500 shares of its Common Stock at a market price of $0.07 per share for a total debt discount of $12,189, subject to standard Rule 144 restrictions.

On January 1, 2022, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $51,769, at 18% interest per annum. As a cost of the note, the Company agreed to issue 103,538 shares of its Common Stock at a market price of $0.02 per share for a total debt discount of $1,991, subject to standard Rule 144 restrictions. The 103,538 shares of common stock are reported in common stock to be issued as of March 31, 2022, as they were not yet issued by the Company.

Each of the individual Promissory Notes have one-year terms, automatically renewable, unless an individual lender under the Loan Agreement notifies the agent within 60 days of the term that they would like payment of the principal and accrued interest upon the end of such promissory note term. No lenders requested payment for such individual promissory notes for the three month period ended March 31, 2022.

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE PROMISSORY NOTES PAYABLE

May 2016 Convertible Note

On May 4, 2016, theThe Company issued a $224,000 $166,667 convertible promissory note bearing interest at 10.0%4.50% per annum to an accredited investor,a company, Tunstall Canyon Group, LLC, payable beginning November 10, 2016, in monthlytwo installments of $44,800$86,667 on December 20, 2018 and $80,000, plus accrued interest and a cash premium equal to 10.0%on December 20, 2019. Per the terms of the installment amount.  The convertible promissory note, was paid on March 4, 2017.  Thethe holder hadhas the right under certain circumstances to convert the note into common stock of the Company at a conversion price equal to 70%of $0.08 per share for each one dollar of cash payment which may be due (which would be 1,083,333 shares for the first $86,667 payment and 1,000,000 shares for the second $80,000 installment payment, respectively). As of December 20, 2018, a material event of default occurred for breach of payment of the averageinterest then due, with such default continuing thought the date of this report. The holder of the 3 lowest volume weighted average trading prices duringnote has the 20-day period ending onright to convert at any time and has indicated that it might convert under settlement discussions with the latest complete trading day priorprincipal, Richard Halden, unrelated to the conversion date.this convertible note. See Note 5 – Term Notes Payable and Notes Payable Related Parties.

The Company evaluated the terms of the convertible note in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and concluded that the Convertible Note did not resulted in a derivative. The Company evaluated the terms of the convertible note and concluded that there was a beneficial conversion feature since the convertible note was convertible into shares of common stock at a discount to the market value of the common stock. The discount related to the beneficial conversion feature on the note was valued at $224,000$27,083 based on theBlack-Scholes Model $0.013 difference between the market price of $0.093 and the conversion price of $0.08 times the 2,083,325 conversion shares. TheAs a result of the event of default, the discount related to the beneficial conversion feature ($51,829) was amortized overhas been extinguished for the termbalance of 2018, and until the event of default is cured or the note is converted to common shares.

On September 26, 2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd. (“Southwest”) to resolve all conflicts related to a lawsuit in Hawaii, cause no. 16-1-0342, in the Circuit Court of the debt (10 months)Third Circuit, State of Hawaii, styled Southwest Capital Funding, Ltd. V. Mamaki Tea, Inc., et. Al.  For the nine-months ended September 30, 2017,, whereby the Company recognized interest expensehad provided loan guarantees for Mamaki of $9,327 related to the amortizationHawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison. As part of the discount.

In connectionconsideration for an agreed stipulated judgement, we agreed to provide Southwest a Promissory Note in the amount of $525,000, providing for a three-year term, at 7.7% simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18%, with the issuanceprincipal amount due at maturity. The principal balance of $525,000 and remaining accrued interest on the $224,000 note is due August 15, 2022. In addition, we agreed to issue and deliver to Southwest 1,000,000 shares of Rule 144 restricted Common Stock valued at $0.05 per share. The shares were issued in the 3^rd quarter 2019 and were fully expensed in the period ended December 2019. The Company did not pay the third semi-annual interest payment when it was due in February 2021. In May 2021, the Company recorded debt issue costmade the semi-annual interest payment (including late fees) and discount as follows:cured the default. See Note 5 – Term Notes Payable and Notes Payable Related Parties.

September 2014 Convertible Note

In connection with the issuance of a $158,000 convertible promissory note in 2014, the Company issued warrants to purchase shares of common stock.

NOTE 7 – ACCRUED EXPENSES

Accrued expenses consisted of the following at September 30, 2017,$1,210,778as of March 31, 2022 and $1,129,258as of December 31, 2016:2021, consisted entirely of accrued consulting fees. The consulting work involved fundraising and capital raising activities with potential investors for the Company, as well as consulting work related to chemical engineering and plant operations.

NOTE 8– 8 – CAPITAL STRUCTURE

The Company is authorized to issue 300,000,000500,000,000 shares of class A common stockCommon Stock with a par value of $0.0001$.0001 per share, and 20,000,000with each share having one voting right.

Common Stock

At March 31, 2022, there were 357,626,000 total shares of class B common with a par value of $0.0001 per share.  Each common stock share has one voting right andCommon Stock outstanding.

During the right to dividends, if and when declared bythree-months ended March 31, 2022, the Board of Directors.

Class A Common Stock

At September 30, 2017, there were 278,252,004Company: issued 2,565,166 shares of class A common stockRule 144 restricted Common Stock, including 2,366,666 shares issued and outstanding.

During the three-month period ended September 30, 2017, the Company issued 2,092,631 shares of restricted common stockin private placement to 9 individuals through private placements for cash of $214,000four (4) accredited investors at an average price of $0.1023$0.02 per share.

Duringshare for $43,000, and 198,500 shares for costs related to the three-month period ended September 30, 2017,issuance of promissory notes at an average price of $0.06 per share. As of March 31, 2022, the Company canceled 31,250 of treasury shares recorded at $5,000.

During the three-month period ended September 30, 2017, the Company canceled 2,241,500 shares turned back to the Company by shareholders of Mamaki of Hawaii, Inc. and were recorded at par value of $0.0001 per share.

During the three-month period ended September 30, 2017, the Company issued 3,000,000 shares of restricted common stock to a shareholder to settle a dispute and valued the shares $390,300.

All of our unregistered securities were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act.

Treasury Shares

During the three-month period ended September 30, 2017, the Company repurchased 31,250has 103,538 shares of common stock to be issued to Kevin Jones, a related party, for $5,000. These shares were canceled on August 11, 2017. costs related to issuance of promissory notes.

During the three-month periodthree-months ended December 31, 2021, the Company: issued 8,458,334 shares of Rule 144 restricted Common Stock, issued in private placement to twelve (12) accredited investors at an average price of $0.03 per share for $260,000.

During the three-months ended September 30, 2017,2021, the Company repurchased 860,110Company: issued 3,911,628 shares of common stockRule 144 restricted Common Stock, including 3,687,500 shares issued in private placement to fifteen (15) accredited investors at an average price of $0.05 per share for $64,508. These$182,500, and 224,128 shares were carried as treasuryfor costs related to the issuance of promissory notes at an average price of $0.03 per share.

During the three-months ended June 30, 2021, the Company: issued 6,222,797 shares at September 30, 2017.

Class Bof Rule 144 restricted Common Stock, including 4,766,667 shares issued in private placement to five (5) accredited investors at an average price of $0.04 per share for $173,000, and 482,500 shares issued for payment of consulting fees at a price of $0.03 per share, and 973,630 shares for costs related to the issuance of promissory notes at an average price of $0.05 per share.

During the three-months ended March 31, 2021, the Company: issued 1,200,000 shares of Rule 144 restricted Common Stock, issued in a private placement to an accredited investor, at $0.03 per share for $36,000.

At September 30, 2017,December 31, 2021, there were 126,938355,060,834 shares of class B common stockCommon Stock issued and outstanding. Class B shares have no voting rights. Each class B share is convertible, at the option of the class B shareholder, into one share of class A common stock.

Stock options, warrants and other rights

At September 30, 2017,

As of March 31, 2022 and 2021 respectively, the Company has not adopted anyand does not have an employee stock option plans.plan.

On October 31, 2015, the Company issued 4,000,000 warrants for legal work. The warrants are exercisable at $0.20 per share for a period of five years from the date of issue. The Company valued the warrants as of December 31, 2015, at $386,549 using theBlack-Scholes Model with expected dividend rate of 0%, expected volatility rate of 189%, expected conversion term of 4.75 years and risk-free interest rate of 1.75%.

On February 3, 2017, the Company issued 6,000,000 warrants (4,000,000 at $0.35 for two years and 2,000,000 at $0.45 for three years) as part of a separation agreement with a co-founder and former president. The Company valued the warrants asAs of March 31, 2017,2022, the Company had total warrants issued and outstanding of 3,000,000, which are in favor of Dean Goekel and expire in June 2022. The exercise price of these remaining warrants is $0.03. There is no unvested expense relating to the warrants. After meeting certain deliverables set forth in the agreement, Mr. Goekel will be issued additional stock warrants for 1,000,000 shares at $639,284 usinga strike price that is an average of theBlack-Scholes Model with expected dividend rate of 0%, expected volatility rate of 787%, expected conversion term of two and three years and risk-free interest rate of 1.75%. stock price for the 90 days that the deliverables have been met.

NOTE 9 - – RELATED PARTY TRANSACTIONS

Shareholders

After approval during a properly called special meeting of the board of directors, on September 14, 2018 Mabert, LLC, a Texas Limited Liability Company owned by a director and stockholder, Kevin Jones and his late wife Christine Early, as an Agent for various private lenders including themselves, entered into a loan agreement (“Loan Agreement”) for the purpose of funding working capital and general corporate expenses for the Company of up to $1,500,000, which was subsequently amended to provide up to $5,000,000. The Company bylaws provide no bar from transactions with Interested Directors, so long as the interested party does not vote on such transaction. Mr. Jones as an Interested Director did not vote on this transaction. Since the inception of the Loan Agreement through March 31, 2022, a total of $2,805,775 (excluding a debt discount of $4,541) has been loaned to the Company and $1,156,339 has been accrued in interest by eight shareholders, including Mr. Jones. See Note 5 – Term Notes Payable and Notes Payable Related Parties.

Through Mabert, as of March 31, 2022, Mr. Jones along with his late wife and his company have loaned $2,057,341, and six other shareholders have loaned the balance of the Mabert Loans. These loans are secured by the assets of the Company. A financing statement and UCC-1 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 the Agent for these shareholders. The actions of the Company in case of default can only be determined by the shareholders. A foreclosure sale or distribution through bankruptcy could only result in the creditors receiving a pro rata payment based upon the terms of the loan agreement. Mabert did not nor will it receive compensation for its work as an agent for the lenders.

For the period ended March 31, 2022, the Company accrued expenses for related parties of $2,130,002 to account for the total deferred compensation expenses among two current executives, two former executive and one former employee. Each of the current executives have agreed to defer their compensation until such time as sufficient cash is available to make such payments, the Company’s Chief Financial Officer having the express authority to determine what constitutes cash sufficiency from time-to-time.

In the three months ended March 31, 2022, the Company received $3,500 in cash advances a Michael Wykrent a director of the Company. In the three months ended March 31, 2021, the Company received $122,064 in cash advances from two of our directors, Kent Harer and Michael Wykrent, in the amount of $5,000 each, and Kevin Jones, a former director, in the amount of $112,064. These amounts have been accrued as Advances – related parties for the periods. Subscription receivable – warrant amounts of $16,245 were deducted from accrued advances made by Kevin Jones, a related party and former director, and the remaining balance of $51,769 was converted to a note payable as of March 31, 2022. See Note 5 – Term Notes Payable and Notes Payable Related Parties.

In 2020, the Company made advances to an affiliate, OPMGE, of $412,885. As reported previously, the Company owns a non-consolidating 42.86% interest in the amountsOPMGE GTL plant located in Wharton, Texas. Given the uncertainty of $0the collectability of this receivable, the Company has fully reserved the full amount of this equity method receivable with OPMGE as of December 31, 2021 and $129,414 (Kevin Jones $109,414March 31, 2022. As of December 31, 2020, OPMGE had approximately $3,800,000 of assets, and Tunstall Canyon Group LLC $20,000) duringapproximately $2,200,000 of liabilities and approximately $1,600,000 of equity. However, as of December 31, 2021, due to events of default under the nine-months ended September 30, 2017,lease agreement between Mabert and 2016, respectively.  Tunstall Canyon Group, LLC electedOPMGE and the Company, the lease was terminated and OPMGE no longer has any rights to convert advancesoperate the Wharton Plant. Additionally, OPMGE is no longer a viable entity and has terminated all operations and all assets, liabilities and equity are zero. As of $0December 31, 2021 and $51,500 to shares of common stock at market value ($0.08 per share) and Kevin Jones received repayments of $59,690 and $101,000 during the nine-months ended September 30, 2017, and 2016, respectively.March 31, 2022, there are 0assets, liabilities or equity within OPMGE.

NOTE 10 – INCOME TAXESCOMMITMENTS AND CONTINGENCIES

At September 30, 2017, and December 31, 2016, the Company had approximately $8.0 million and $5.6 million, respectively, of net operating losses (“NOL”) carry forwards for federal and state income tax purposes.  These losses are available for future years and expire through 2034.  Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.

The provision for income taxes for continuing operations consists of the following components for the nine-months ended September 30, 2017, and the year ended December 31, 2016:

A comparison of the provision for income tax expense at the federal statutory rate of 34% for the nine-months ended September 30, 2017, and the year ended December 31, 2016, the Company’s effective rate is as follows:

The net deferred tax assets and liabilities included in the financial statements consist of the following amounts at September 30, 2017, and December 31, 2016:

The change in the valuation allowance was $7,575,176 and $1,935,510 for the nine-months ended September 30, 2017, and the year ended December 31, 2016, respectively.  The Company has recorded a 100% valuation allowance related to the deferred tax asset for the loss from operations, interest expense, interest income and other income subsequent to the change in ownership, which amounted to $22,051,381 and $14,476,205 at September 30, 2017, and December 31, 2016, respectively.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, historical taxable income including available net operating loss carry forwards to offset taxable income, and projected future taxable income in making this assessment.

NOTE 11 – COMMITMENTS

Employment Agreements

In May 2011, the Company entered into employment agreements with its chief executive officer, president and chief financial officer.  The Agreements were for a term of five years (ending on May, 31, 2016).  During the nine-months ended September 30, 2016, the Company accrued a total of $150,000 as management fees in accordance with the terms of these agreements.

In August 2012, the Company entered into an employment agreementsagreement with the president andour chairman of the board, Ray Wright, as president of Greenway Innovative Energy, Inc., for a term of five years with compensation of $90,000$90,000 per year. In September 2014, the president’sWright’s employment agreement was amended to increase hissuch annual pay to $180,000.  On April 30, 2015, accrual on$180,000. By its terms, the Greenway Innovative Energy chairman of the boardemployment agreement ceased due to his absence from the Companyautomatically renews each year for more than a year.successive one-year periods, unless otherwise earlier terminated. During the nine-monthsthree-month period ended September 30, 2017,March 31, 2022, the Company paid $120,000 andand/or accrued $135,000a total of $45,000 for the Greenway Innovative Energy president. period under the terms of the agreement.

Effective May 10, 2018, the Company entered into identical employment agreements with John Olynick, as President, and Ransom Jones, as Chief Financial Officer, respectively. The terms and conditions of their employment agreements were identical. John Olynick elected not to renew his employment agreement and resigned as President on July 19, 2019. 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. Both Mr. Olynick and Mr. Jones received a grant of common stock (the “Stock Grant”) at the start of their 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. During the nine-monthsthree-month period ended September 30, 2016,March 31, 2022, the Company paid $45,000 andand/or accrued $135,000a total of $30,000 for the period under the terms of Mr. Jones’ agreement.

Effective April 1, 2019, the Company entered into an employment agreement with Ryan Turner for a term of twelve (12) months with compensation of $80,000 per year, to manage the Company’s Business Development and Investor Relations functions. Turner reports to the President of Greenway Innovative Energy president.Technologies and is entitled to a no-cost grant of common stock equal to 2,500,000 shares of the Company’s Rule 144 restricted common stock, par value $.0001 per share, valued at $.06 per share, or $150,000, which was expensed as of the effective date of the agreement. Such stock-based compensation shares were physically issued in February 2020. Mr. Turner is no longer with the Company.

Other

In the August 2012 acquisition agreement with Greenway Innovative Energy, Inc. (“GIE”), the Company agreed toto: (i) issue an additional 7,500,000 shares of restricted common stock when the first portable GTL unit is buildbuilt and becomes operational, and, is capable of producing 2,000 barrels of diesel or jet fuel per day, and (ii) pay Greenway Innovative Energy a 2%2% royalty on all gross production sales on each unit placed in production.

In October 2015,connection with a settlement agreement with the Greer Family Trust (“Trust”), the successor owner of one of the two founders and prior owners of GIE on February 6, 2018, the Company entered intoexchanged Greer’s half of the 7,500,000 shares (3,750,000 shares) to be issued in the future, Greer’s half of the 2% royalty, a two-year lease for approximately 1,800 square feet a base ratetermination of $2,417 per month. DuringGreer’s then current Employment Agreement and the nine-months ended September 30, 2017, and 2016, respectively,Trust’s waiver of any future claims against the Company expensed $31,388for any reason, for the issuance and $21,753.delivery to the Trust of three million (3,000,000) restricted shares of the Company’s common stock and a convertible Promissory Note for $150,000. As a result, only 3,750,000 common shares are committed to be later issued under the original 2012 acquisition agreement.

The Company has accrued management fees of $1,301,964 related to separation agreements and settlement expenses for two prior executives of the Company, Richard Halden and Randy Moseley, who both resigned from their respective management positions in 2016, with Halden then further resigning as a minimum commitmentdirector from our Board of Directors in Feb 2017. Although we have not maintained currency with respect to the contractual payment obligations therein, both former employees are greater than five percent shareholders and had agreed to defer payments until such time as we have sufficient available liquidity to begin making payments on a regular basis. In March 2020, Halden filed suit against the Company alleging claims arising from his severance and release agreement between the parties, seeking to recover monetary damages, interest, court costs, and attorney’s fees. The Company answered the lawsuit and asserted a number of affirmative defenses; subsequently, the lawsuit was dismissed without prejudice on November 19, 2019. Other than an increase in our legal expenses related to defending against Halden’s lawsuit, and given the subsequent dismissal of the same, we expect no further material financial impacts from such accrued fees until any such regular payments are able to begin, or another form of settlement is reached.

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for 2017most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. The Company adopted this guidance effective January 1, 2019 and noted that the leases discussed below did meet the requirements for recording a right of use asset or liability under ASC-842 given that they were short term leases.

Greenway rents approximately $11,160600 square feet of office space at 1521 North Cooper St., Suite 205, Arlington, Texas 76011, at a rate of $985 per month, under a one-year lease agreement, renewable for successive one-year terms in the Company’s sole discretion.

Each September, the Company pays $11,880 in annual maintenance fees on its Arizona BLM mining leases, under one-year lease agreements, renewable for its United States Bureau of Land Management (“BLM”) mining lease, which are paidsuccessive one-year terms in August 2017.  Oncethe Company’s sole discretion in addition. These leases provide for 10% royalties based on production, if any. There has been no production to date.

Legal Matters

On October 19, 2019 the Company enterswas served with a lawsuit by Norman Reynolds, a previously engaged counsel by the production phase, royalties owedCompany. The suit was filed in Harris County District Court, Houston, Texas, asserting claims for unpaid fees of $90,378. While fully reserved, Greenway vigorously disputes the total amount claimed. Greenway has asserted counterclaims based upon alleged conflicts of interest, breaches of fiduciary duty and violations of the Texas Deceptive Trade Practices Act (“DTPA”). During the fourth quarter of 2021, the two parties met for mediation, but no conclusion was reached. Greenway is confident in its defenses and counterclaims and intends to vigorously defend its interests and prosecute its claims.

On September 7, 2021, the BLM will be equal to 10%Company was served with a demand for mediation and potential arbitration by Gregory Sanders, a previous employee of production. There is no actual leasethe Company. The demand claims Mr. Sanders had an employment agreement with the BLM,Company entitling him to certain compensation payments under the contract. No conclusion was met during mediation which occurred in the fourth quarter of 2021. Greenway is confident in its defenses and counterclaims and intends to vigorously defend its interests and prosecute its claims.

Capital Expenditures

The last funded Scope of Work (“SOW”) under our SRA with UTA was completed in the year ended December 2019, with payments made of $120,000 to complete the work described in the prior SOW. We signed a new SRA with UTA effective March 1, 2021 which relates to the testing and commercialization phase of our GTL technology. The term of the agreement was through February 15, 2022. The first payment under the SRA was made in March 2021 for $30,000. Going forward on the 15^th of each month we paid UTA $15,454.54 through February 15, 2022, for a total commitment of $200,000. For the term of the agreement the Company fileshas paid UTA a total of $174,000.

NOTE 11-SUBSEQUENT EVENTS

From April 1, 2022 through May 16, 2022, the Company issued 6,768,000 shares of common stock comprised of: 568,000 shares of Rule 144 restricted Common Stock issued in a private placement to one accredited investor at a price of $0.03 per share and 6,200,000 shares issued to Paul Alfano, a GWTI director, at a price of $0.03 per share.

On May 5, 2022, the Company issued a $30,000 promissory note to an annual maintenance fee form to hold the claims.unrelated party. The promissory note must be repaid on or before July 15, 2022.

Legal

On April 22, 2016, the Company filed suit under Cause No. DC-16-004718, in the 193rd District Court, Dallas County, Texas against Mamaki of Hawaii, Inc. (“Mamaki”), Hawaiian Beverages, Inc.(“HBI”), Curtis Borman and Lee Jenison (collectively, the “Defendants”) for breach of a Stock Purchase Agreement dated October 29, 2015, wherein the Company sold its shares in Mamaki to HBI for $700,000 (along with the assumption of certain debt). The Defendants failed to make payments of $150,000 each on November 30, 2015, December 28, 2015, and January 27, 2016. On January 13, 2017, the Company executed a Settlement and Mutual Release Agreement with the Defendants. The Defendants subsequently failed to make payments pursuant to the provisions of the Settlement and Mutual Release Agreement. Due to the bankruptcy proceedings with respect to Curtis Borman, further action in the proceeding has been stayed.

On September 14, 2017, In The Third Judicial District Court Of Salt Lake County State Of Utah, Tonaquint, Inc., a Utah Corporation, filed suit against Greenway Technologies, Inc., (F.K.A. UMED Holdings, Inc.), under Case No. 170905756. Pursuant to a Securities Purchase Agreement (the "Purchase Agreement") between Tonaquint, as buyer, and UMED, as seller, Tonaquint acquired a Convertible Promissory Note (the "Note"), issued by UMED, and a Warrant to Purchase Shares of Common Stock (the "Warrant"). The Warrant allegedly provided Tonaquint with "the right to purchase at any time on or after September 18, 2014a number of fully paid and non assessable shares of UMED's common stock equal to $47,400.00 divided by the Market Price (as defined in the Note, as of September 18, 2014, as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock."

Greenway Technologies disputes that it has any obligation to issue shares pursuant to the Warrant. The parties have agreed to mediate the dispute.

NOTE 12 – SUBSEQUENT EVENTS

Subsequent to September 30, 2017, we sold 1,800,000 shares of our class A restricted common stock to three individuals for $180,000 ($0.10 per share).

THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT ON FORM

The following discussion and analysis of our results of operations and financial condition for the periods ending March 31, 2022 and 2021 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.

Information regarding market and industry statistics contained in this Report is included based on information available to us that we believe is accurate. Much of this general market information is based on industry trade journals, articles and other publications that are not produced for purposes of SEC filings or economic analysis. We have not reviewed nor included data from all possible sources and cannot assure investors of the accuracy or completeness of any such data that is included in this Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of our services. As a result, investors should not place undue reliance on these forward-looking statements, and we do not assume any obligation to update any forward-looking statement.

The following discussion and analysis of financial condition, results of operations, liquidity, and capital resources, should be read in conjunction with our audited consolidated financial statements and notes thereto appearing elsewhere in this report, which have been prepared assuming that we will continue as a going concern, and in conjunction with our Annual Form 10-K filed on April 14, 2017.11, 2022. As discussed in Note 2 to thethese condensed unaudited consolidated financial statements, our recurring net losses and inability to generate sufficient cash flows to meet our obligations and sustain our operations raise substantial doubt about our ability to continue as a going concern. Management’s plans concerning these matters are also discussed in Note 2 to the condensed unaudited consolidated financial statements. This discussion contains forward-looking statements that involve risks and uncertainties, including information with respect to our plans, intentions and strategies for our businesses. Our actual results may differ materially from those estimated or projected in any of these forward-looking statements.

Unless the context otherwise suggests,

In this Form 10-Q, “we,” “our,” “us,” the “Company” and similar terms as well asin this report, including references to “UMED” and “Greenway Technologies,”“Greenway” all refer to Greenway Technologies, Inc., and our wholly-owned subsidiary, Greenway Innovative Energy, Inc., unless the context requires otherwise.

Overview

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 at https://gwtechinc.com/.

Our GTL Technology

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 to this Form 10-K, 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.

On June 26, 2017, we and the University of Texas at Arlington (“UTA”) announced that we had successfully demonstrated our GTL technology at our sponsored Conrad Greer Laboratory at UTA, proving the viability of the science behind the technology.

On March 6, 2018, we announced the completion of our first commercial scale G-Reformer, a critical component in what we call the Greer-Wright GTL system. The G-Reformer is the critical component of the Company’s innovative GTL system. A team consisting of individuals from our Company, UTA and our Company’s contracted G-Reformer manufacturer worked together to test and calibrate the newly built G-Reformer unit. The testing substantiated the units’ Syngas generation capability and demonstrated additional proficiencies within certain proprietary prior prescribed testing metrics.

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.

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.

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:

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

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.

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

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.

On December 15, 2020, the Company announced additional information regarding valuable outputs produced by the company’s proprietary G-Reformer^™ catalyst reactor and Fischer-Tropsch (FT) technology which combine to form the “Greer-Wright” GTL solution. Originally developed to convert natural gas into ultra-clean synthetic fuel, recent research and development activity has shown that the technology can also allow the extraction of high-value chemicals and alcohols. The chemical outputs include n-Hexane, n-Heptane, n-Octane, n-Decane, n-Dodecane, and n-Tridecane. Alcohols produced include ethanol and methanol. The company has identified worldwide industrial demand for these outputs which will significantly improve the economic return on investment (ROI) of GTL plants that are based on GWTI’s technology. GWTI is a development-stage company with plans to commercialize its unique and patented technology.

Ultimately, we believe that our proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general. Initial tests have demonstrated that our Company’s solution appears to be superior to legacy technologies, which are more costly, have a larger footprint, and cannot be easily deployed at field sites to process associated gas, stranded gas, coal-bed methane, vented gas, or flared gas.

The technology for the G-Reformer is unique, because it permits for transportable (mobile) GTL plants with much smaller footprints, compared to legacy large-scale technologies. Thus, we believe that our technologies and processes will allow for multiple small-scale GTL plants to be built with substantially lower up-front and ongoing costs, resulting in more profitable results for oil and gas operators.

GTL Industry –Market

GTL converts natural gas – the cleanest-burning fossil fuel – into high-quality liquid products that would otherwise be made from crude oil. These products include transport fuels, motor oils, and the ingredients for everyday necessities like plastics, detergents, and cosmetics. GTL products are colorless, odorless, and contain almost none of the impurities, (e.g., sulphur, aromatics, and nitrogen) that are found in crude oil.

Our Company has developed a revolutionary and unique process that converts natural gas of various origins and compositions into a highly pure variety of chemicals, high cetane diesel fuel, industrial grade pure water and electrical energy. GTL technology has existed as a traditional process going back generations. This process consists of two steps. First, natural gas is converted into Synthesis Gas (Syngas) which is a non-naturally occurring blend of Hydrogen and Carbon Monoxide. The front-end part of the GTL process is called “Gas Reformation”. The output of the Gas Reformer is compressed and fed through a secondary process, called Fischer-Tropsch (FT). This secondary process is widely used in many forms in the chemical and oil industries. While FT is a common process, Gas Reformation has been the most difficult step beyond an old and traditional process typically used in refineries. The invention of our software-controlled GTL process fronted by our patented and revolutionary gas reformation unit, the G-Reformer®, makes us the innovator in GTL technology. Our patents are based on scalability, transportability, flexibility and self-sustainment based on a wide variety of input gasses and output mixtures.

The Company’s process is made of small sized modularly scalable units which are portable and self-contained unlike other GTL solutions based on Steam Methane reformation. While many companies have tried to scale Steam Methane Reformation down for use in smaller, non-refinery based GTL plants, they have been largely unsuccessful. As a result, we can build self-sufficient GTL plants at virtually any location capable of supplying wellhead or pipeline gas of sufficient ongoing volume. This gives us the ability to eliminate flaring at the source while keeping remote oil fields in production without flaring. The conversion of flaring gas to liquid allows trucks to easily move liquid chemicals, clean diesel fuel, highly clean water and the power grid to move electricity from virtually any location.

Our initial ROI studies of the market for high purity chemicals we produce can provide incredibly rapid payback of investments. It should be noted the vast majority of these chemicals produced are made in China. Further, because they originate from a barrel of oil at a refinery, they are much lower in purity.

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.

Development of stringent environmental regulations by numerous governments to control pollution and promote cleaner fuel sources is expected to complement industry growth. For example, we believe that U.S. guidelines such as the Petroleum and Natural Gas Regulatory Board Act, 2006, Oilfields (Regulation and Development) Act of 1948, and Oil Industry (Development) Act, 1974 are likely to continue to encourage GTL applications in diverse end-use industries to conserve natural gas and other resources. Under the Clean Air Act (CAA), the EPA sets limits on certain air pollutants, including setting limits on how much can be in the air anywhere in the United States. The Clean Air Act also gives EPA the authority to limit emissions of air pollutants coming from sources like chemical plants, refineries, utilities, and steel mills. Individual states or tribes may have stronger air pollution laws, but they may not have weaker pollution limits than those set by EPA. Because our G-Reformer based GTL plants are not considered refineries, they do not fall under any related current EPA air quality guidelines. More information can be found under the EPA’s New Source Performance Standards which are published under 40 CFR 60.

Competition

Key industry players include: Chevron Corporation; KBR Inc, PetroSA, Qatar Petroleum, Royal Dutch Shell; and Sasol Limited. In terms of global production and consumption, Shell had the largest market share in 2021, 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.

Overview

However, the GGFRP report mentioned us as follows, “Greenway Technologies announced on July 23 that Mabert LLC, a major investor in Greenway, Technologies, UMED Holdings, Inc. (“Greenway” or “UMED”) was originally incorporated as Dynalyst Manufacturing Corporation (“Dynalyst”) underacquired the lawswhole INFRA plant including an operating license agreement. The purpose of the Stateacquisition is the incorporation and commercial demonstration of Texas on March 13, 2002.

In connectionGreenway’s ‘G-Reformer’ technology. We will see whether the new team will be able to make the plant with the merger with Universal Media Corporationnew reformer operational. (Globe Newswire, Fort Worth, Texas, Aug 31, 2019).”

Mining Interests

In December 2010, UMED acquired the rights to approximately 1,440 acres of placer mining claims located on Bureau of Land Management (“UMC”BLM”) land in Mohave County, Arizona (such property, the “Arizona Property”), a Nevada corporation, on August 17, 2009, we changedin an Assignment Agreement dated December 27, 2010, and filed as Exhibit 10.31 to this Form 10-K, between Melek Mining, Inc., 4HM Partners, Inc. and the Company, in exchange for 5,066,000 shares of our namecommon stock. Early indications from samples taken and processed by Melek Mining provided reason to Universal Media Corporation. The transaction was accounted for as a reverse merger, and Universal Media Corporation wasbelieve that the acquiring companypotential recovery value of the metals located on the basisArizona Property could be significant, but only actual mining and processing will determine the ultimate value that Universal Media Corporation’s senior management becamemay 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 entire senior managementArizona Property, while we focus on our emerging GTL technology sales and marketing efforts.

Employees

As of the merged entity and there wasfiling date of this Form 10-Q, we have two (2) full-time employees. Certain of these employees receive no compensation or compensation is deferred on a changeperiodic basis by mutual written agreement. None of controlour employees are covered by collective bargaining agreements. We consider our employee relations to be satisfactory.

Going Concern

We remain dependent on outside sources of Dynalyst. The transaction was accountedfunding for as recapitalizationcontinuation of Dyanlyst’s capital structure. In connection with the merger, Dynalystour operations. Our independent registered public accounting firm issued 57,500,000 restricted common shares to the shareholders of Universal Media Corporation for 100% of Universal Media Corporation.

On August 18, 2009, Dynalyst approved the amendment of its Articles of Incorporationa going concern qualification in their report dated April 8, 2022 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.

As of March 31, 2022, we had total liabilities in excess of assets by $10,217,985 and used net cash of $105,783 for our operating activities. This is as compared to the Texas Secretarymost recent year ended December 31, 2021, when we used net cash of State an amendment$791,906 for operating activities. These factors raise substantial doubt about our ability to changecontinue as a going concern.

The Financial Statements included in our nameForm 10-Q do not include any adjustments relating to Universal Media Corporationthe recoverability and approvedclassification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient new cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and/or ultimately to attain profitable operations. However, there is no assurance that profitable operations, financing, or sufficient new cash flows will occur in the increase in authorized shares to 300,000,000 shares of common A stock, par value $0.0001 and 20,000,000 shares of common B, par value $0.0001.future.

On March 23, 2011, Universal Media Corporation approved

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 amendment of its Articles of Incorporation and filed with the Texas Secretary of State an amendment to change our name to UMED Holdings, Inc.

On June 22, 2017, UMED Holdings, Inc. approved the amendmentsale of our certificateCommon Stock or borrowing. There is no assurance that we will be able to raise any equity financing or sell any of formation and filed on June 23, 2017, with the Texas Secretary of State an amendment to change our name to Greenway Technologies, Inc.

Greenway Technologies isproducts at a holding company with present interests in energy and mining. We have our corporate offices at 8851 Camp Bowie West, Suite 240, Fort Worth, Texas 76116, consisting of approximately 1,800 square feet. Our wholly-owned subsidiary, Greenway Innovative Energy, Inc. (“GIE”), has offices at 1521 North Cooper Street, Suite 207, Arlington, Texas 76011.

profit. We will be unable to pay our obligations in the normal course of business or service our debt in a timely manner throughout 20172022 without raising additional debt or equity capital. There can be no assurance that we will raise additional debt or equity capital will be raised.capital.

Greenway Technologies is

We are currently evaluating strategic alternatives that include the following: (i) raising ofnew equity capital and/or (ii) issuance ofissuing additional debt instruments. ThisThe process is ongoing, and can be 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 month12-month working capital needs or result in any other transaction.

Greenway Technologies currently has a need of approximately $130,000 per month to sustain operations and pay the University of Texas at Arlington (UTA) Sponsored Research Agreements until the first gas to liquids (“GTL”) Unit is completed.

Energy Interest

In August 2012, Greenway Technologies (formerly, UMED) acquired 100% of Greenway Innovative Energy, Inc. which owns patents and trade secrets for a proprietary technology to convert natural gas into synthesis gas (syngas). Based on a new, breakthrough process called Fractional Thermal Oxidation™ (FTO), Greenway Technologies’ G-Reformer™, combined witha Fischer-Tropsch process, offers an economical and scalable method to converting natural gas to liquid fuel.

On June 26, 2017, Greenway Technologies, in conjunction with UTA, announced that it had successfully demonstrated its GTL technology at the Conrad Greer Laboratory at UTA proving the viability of the GTL system. Greenway Technologies now plans to commercialize the system and related technology and is in discussions with several oil and gas companies, and other individuals and organizations regarding joint venture funding for its first gas-to-liquids (GTL) plant using our proprietary processes. Should an agreement be made, the joint venture relationship will provide funding at a level of $20M to $50M with an ongoing profit-sharing arrangement between Greenway Technologies and the partner.

Greenway Technologies’ technology is unique in that it allows for plants with a smaller footprint, versus legacy large-scale technologies, combined with lower up-front and ongoing costs.

One of several important applications for our technology is the harvesting of stranded natural gas. There is an abundance of stranded natural gas located throughout the United States with no practical way to transfer the gas to existing distribution systems for sale. This valuable energy resource sits untapped, unused, or more harmfully, is vented to the atmosphere. Greenway Technologies’ technology allows this valuable energy resource to be harvested and monetized.

Greenway Technologies’ breakthrough patented GTL system offers a solution to this energy challenge. Our system allows for relatively small by comparison, scalable plants to be deployed at geographically dispersed locations to convert natural gas into synthetic fuel that is transportable and can be sold directly to markets without the need for additional processing at a refinery.

Our research has been centered on developing a portable production-scale FT system (“the Portable Technology”) to accommodate the needs of smaller gas plays thatWhile we are increasingly beginning to characterize natural gas production within the United Stated and elsewhere. We are currently seeking funding of $20M to $50M to build the initial GTL unit.

Since March 1, 2016, we have raised approximately $3,706,750 and have built a small-scaled prototype unit at UTA in conjunction with a sponsored research agreement.

Mining Interest

In December 2010, UMED acquired the rights to approximately 1,440 acres of placer mining claims in Mohave County, Arizona for 5,066,000 shares of our restricted common stock. Early indications, from samples taken and processed, provides reason to believe that the potential recovery value of the metals located on the 1,440 acres is significant, but actual mining and processing will determine the ultimate value which may be realized. Funding of $500,000 is being sought to begin certified assaying, to determine the viability of continued development of the mining claims.

Going Concern

As of September 30, 2017, the registrant had an accumulated deficit during development stage of $22,051,381. During the three-months ended September 30, 2017, the registrant used net cash of $553,268 for operating activities. These factors raise substantial doubt about the registrant’s ability to continue as a going concern.

While the registrant is attempting to commence operations and generate revenues, the registrant’sour cash position may not be significant enough to support the registrant’sour daily operations. Management intends to raise additional funds by way of a public or private offering.an offering of our securities. Management believes that the actions presently being taken to further implement itsour business plan and generate revenues provide the opportunity for the registrantus to continue as a going concern. While the registrant believeswe believe in the viability of itsour strategy to generate revenues and in itsour ability to raise additional funds, there canwe may not be no assurances to that effect. Thesuccessful. Our ability of the registrant to continue as a going concern is dependent upon the registrant’s abilityour capability to further implement itsour business plan and generate revenues.

Results of Operations

Three-months Ended September 30, 2017, Comparedended March 31, 2022, compared to Three-months Ended September 30, 2016.

Revenues. During the three-months ended September 30, 2017, and 2016, the registrantMarch 31, 2021.

We had no revenues from operations. The registrant is aggressively looking for ways to leverage our technology to develop revenue streams.consolidated operations for the quarters ended March 31, 2022 and 2021. We reported consolidated net losses for each of these periods of $401,601 and $464,606, respectively.

Operating Expenses.

Consulting Fees

General and Administrative Expenses. During the three-months ended September 30, 2017, consulting expense increasedMarch 31, 2022, general and administrative expenses decreased to $91,000$237,999, as compared to $88,060 from$290,368 for the prior year three-months ended September 30, 2016.March 31, 2021. The increasedecrease was primarily due to decreased consulting expenses, legal fees, and salaries in the result of more cash paid for consulting services.period.

Officer Compensation

Research and Development Expenses. During the three-months ended September 30, 2017, officer compensation increasedMarch 31, 2022, Research and Development expenses decreased to $105,000$16,000, as compared to $75,000 from$30,000 for the prior year three-months ended September 30, 2016. Officer compensation increasedMarch 31, 2021. The change was due to Greenway Innovative Energy executives beginningthe payment of the renewal fee for the Sponsored Research Agreement (“SRA”) with the University of Texas at Arlington in the three-months ended March 31, 2021, compared to receiveone payment on the SRA during the three-months ended March 31, 2022.

Net Loss from Operations. Our net loss from operations decreased to $253,999 for the quarter ended March 31, 2022, as compared to $320,368 for the quarter ended March 31, 2021. The decrease was due primarily to decreased consulting fees, salaries of $15,000 per month in 2017.and research and development expenses for the current period compared to the prior year quarter ended March 31, 2021.

Professional Fees

Interest Expense. During the three-months period ended September 30, 2017, professional feesMarch 31, 2022, interest expense increased to $5,659$147,602 as compared to $1,449 frominterest expense of $144,238 for the prior year three-months ended September 30, 2016. Professional fees increased because of an increase in filing fees and press releases.

Operating Expenses. During the three-months ended September 30, 2017, operating expenses increased to $1,273,246 as compared to $664,376 from the prior year three-months ended September 30, 2016.March 31, 2021. The increase was primarily due to $720,300 recorded as settlements of shareholder disputes intwo notes being issued to related parties and the additional interest associated with these notes.

Net Loss. Our net loss decreased to $401,601 for the three-months ended September 30, 2017,March 31, 2022, compared to $0a loss of $464,606 for the same three-months period in the three-months ended September 30, 2016. Travel expenses increased to $29,023 in the three-months ended September 30, 2017, compared to $18,391 in the three-months ended September 30, 2016. Legal expenses increased to $59,790 in the three-months ended September 30, 2017, compared to $18,764 in the three-months ended September 30, 2016. The decrease in research and development costs of $183,512 in the three-months ended September 30, 2017, compared to $358,336 in the three-months ended September 30, 2016.

Interest Expense. During the three-months ended September 30, 2017, interest expense decreased to $120 as compared to $28,749 from the prior year three-months ended September 30, 2016.2021. The decrease was primarily due to the convertible promissory note being paid in March of 2017, thus no accruals in three-months ended September 30, 2017 for interest expensedecreased general and amortization of original issue discountadministrative and issue costs.

Derivative Adjustment. During the three-months ended September 30, 2017, loss on derivative adjustment was $26,329 as compared to $204,445 for the prior year three-months ended September 30, 2016. The change was due to the convertible note payable being paid in first quarter 2017 and the derivative liability for the three-months ended September 30, 2017 being calculated using theBlack-Scholes Model only on the warrants.

Net Loss from Operations. Our net loss from operations increased to $1,299,695 for the three-months ended September 30, 2017 compared to $897,570 for the three-months ended September 30, 2016. The increase was primarily due to increase on settlements on shareholder disputes, decrease in research and development increase in travel expenses and increase in legal expenses discussed in operating expenses above.

Nine-months Ended September 30, 2017, Compared to Nine-months Ended September 30, 2016.

Revenues. During the nine-months ended September 30, 2017, and 2016, the registrant had no revenues. The registrant is aggressively looking for ways to leverage our technology to develop revenue streams.

Operating Expenses.

Consulting Fees. During the nine-months ended September 30, 2017, consulting expense increased to $209,450 as compared to $199,460 for the nine-months ended September 30, 2016. The increase was primarily the result of consultants added for the Greenway Technologies GTL project.

Officer Compensation. During the nine-months ended September 30, 2017, officer compensation increased to $381,000 as compared to $317,000 for the nine-months ended September 30, 2016. Officer compensation increased due to additional payments made to our chief executive officer, and salary increase for Greenway Innovative Energy executives in 2017.

Professional Fees. During the nine-months ended September 30, 2017, professional fees increased to $18,511 as compared to $5,963 from the prior year nine-months ended September 30, 2016. Professional fees increased because of listing fees charged by the OTC Market.

Operating Expenses. During the nine-months ended September 30, 2017, operating expenses increased to $7,568,528 as compared to $1,361,588 for the nine-months ended September 30, 2016. The increase was due primarily increase of stock based compensation to $5,320,938 for the nine-months ended September 30, 2017, compared to $0 for the nine-months ended September 30, 2016 and $720,300 recorded as settlements of shareholder disputes in the three-monthsperiod ended September 30, 2017, compared to $0 in the three-months ended September 30, 2016. Travel expenses increased to $46,997 in the nine-months ended September 30, 2017, compared to $23,139 in the nine-months ended September 30, 2016. Legal expenses increased to $131,827 in the nine-months ended September 30, 2017, compared to $51,386 in the nine-months ended September 30, 2016. Research and development costs decrease to $521,444 in the nine-months ended September 30, 2017, compared to $618,007 in the nine-months ended September 30, 2016.March 31, 2022.

Interest Expense. During the nine-months ended September 30, 2017, interest expense increased to income of $9,285 as compared to expense of $40,479 from the prior year nine-months ended September 30, 2016. The decrease was primarily due to the convertible promissory note being paid in March of 2017, thus no accruals from April 2017 through September 30, 2017, for interest expense and amortization of original issue discount and issue costs.

Derivative Adjustment. During the nine-months ended September 30, 2017, loss on derivative adjustment was $15,933 as compared to loss of $229,510 for the prior year nine-months ended September 30, 2016. The change was due to the derivative liability calculated using theBlack-Scholes Model pursuant to the outstanding convertible note payable and warrants.

Net Loss from Operations. Our net loss from operations increased to $7,575,176 for the nine-months ended September 30, 2017, compared to $1,631,577 for the nine-months ended September 30, 2016. The increase was due primarily increase of stock based compensation to $5,320,938 and $720,300 recorded as settlements of shareholder disputes.

Liquidity and Capital Resources

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, 2022, we had $466 in cash, total assets of $522, and total liabilities of $10,218,507. Our total accumulated deficit on March 31, 2022, was $(35,167,778).

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash. The following table provides certain selected balance sheet comparisons between September 30, 2017, and December 31, 2016:

In the nine-monthsthree-months ended September 30, 2017,March 31, 2022, our working capital deficit decreasedincreased by $23,602$331,165 from the recent year-ended December 31, 2021 primarily as athe result of an increaseincreases in current assets of $84,895 and increase in accounts payableaccrued expenses and accrued liabilitiesexpenses – related parties of $198,954, and decreases in notes payable$152,520 and accrued interest payable of $128,753$121,031.

To increase our working capital we have considered completing additional private stock sales and derivative liability of $8,908.entering into new debt instruments.

Operating activities

Net cash used in continuing operating activities during the three-months ended September 30, 2017,March 31, 2022 was $(553,268)$105,783, as compared to $(593,511)$149,362 for the three-months ended September 30, 2016. Items totaling approximately $527,746 contributing to the net cash used in continuing operating activities for the three-months ended September 30, 2017, include:

Net cash used for continuing operating activities for the three-months ended September 30, 2016, was $593,511. Items totaling approximately $304,059 contributing to the net cash used in continuing operating activities for the three-months ended September 30, 2016, include:March 31, 2021.

Investing activities

Net cash used in investing activities was $0 for the three-months ended September 30, 2017,periods ending March 31, 2022 and $58,700 for the three-months ended September 30 2016.2021 was $0.

FinancingFinancing Activities

Net cash provided by financing activities was $141,492$45,700 for the three-months ended September 30, 2017, composedMarch 31, 2022, consisting of $204,000 instockholder advances made by Director and shareholder, Michael Wykrent, a related party of $3,500, sales of common stock, $3,000 ofthe Company’s Common Stock to private accredited investors for $52,200, offset by payments on the note payable and $59,508 purchaseto Wildcat of treasury shares.

$10,000. Net cash provided by financing activities was $1,230,917$148,064 for the three-months ended September 30, 2016, composed primarilyMarch 31, 2021, consisting of $1,243,500 in salesstockholder advances made by Director and shareholder, Kevin Jones, a related party of common stock, $77,913 in$122,064, a sale of repaymentsthe Company’s Common Stock to a private accredited private investor of shareholder advances, $5,000$36,000, offset by payments on the note payable to Wildcat of $10,000.

Our accompanying Financial Statements have been prepared on a going concern basis, which contemplates realization of assets and debt issue coststhe satisfaction of $7,583.  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. 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.

Seasonality

Seasonality

We do not anticipate that our business will be affected by seasonal factors.

Commitments

Capital Expenditures

The last funded Scope of Work (“SOW”) under our SRA with UTA was completed in the year ended December 2019, with payments made of $120,000 to complete the work described in the prior SOW. We signed a new SRA with UTA effective March 1, 2021 which relates to the testing and commercialization phase of our GTL technology. The term of the agreement is through February 15, 2022. The first payment under the SRA was made in March 2021 for $30,000. Going forward on the 15^th of each month we will pay UTA $15,454.54 through February 15, 2022, for a total commitment of $200,000. We have paid UTA a total of $174,000 as of March 31, 2022 under the SRA.

Operational Expenditures

Employment Agreements

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, 2022, the Company paid and/or accrued a total of $45,000 for the period under the terms of the agreement.

Effective May 10, 2018, we entered into identical employment agreements with John Olynick, as President, and Ransom Jones, as Chief Financial Officer, respectively. The terms and conditions of their employment agreements were identical. John Olynick elected not to renew his employment agreement and resigned as President on July 19, 2019. 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, such amount having been accrued for the year ended December 2020. Both Mr. Olynick and Mr. Jones received a grant of common stock (the “Stock Grant”) at the start of their 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.

Mr. Olynick elected not to renew his employment agreement and resigned as President on July 19, 2019. Upon his resignation, we agreed to pay the balance of his Employment Agreement then due and owing over time. Accordingly, we accrued $110,084 for the balance of his Employment Agreement, against which we have paid $35,000, leaving a balance remaining of $75,084 as of March 31, 2022. In addition, Mr. Olynick had previously entered into a consulting agreement (the “Olynick Agreement”) to provide general advisory services with us on April 18, 2019, and which included terms for payment of billable time at $40.00 per hour, plus approved expenses. The Olynick Agreement was terminated when Mr. Olynick became President of the Company on May 10, 2018. We have accrued $26,310 in expenses related to such prior consulting agreement expenses as of March 31, 2022.

Effective April 1, 2019, we entered into an employment agreement with Thomas Phillips, Vice President of Operations, for a term of 12 months with compensation of $120,000 per year. Mr. Phillips reports to the President of GIE. Pursuant to his employment agreement, Mr. Phillips is entitled to a no-cost grant of common stock equal to 4,500,000 shares of the Company’s Rule 144 restricted common stock, par value $.0001 per share, with such shares having been issued in February 2020. In addition, Mr. Phillips resigned from the Company effective December 15, 2020. We have accrued $175,000 for salary expenses outstanding as of March 31, 2022.

Effective April 1, 2019, we entered into an employment agreement with Ryan Turner for a term of twelve (12) months with compensation of $80,000 per year, to manage our business development and investor relations. Mr. Turner reports to the President of Greenway Technologies and is entitled to a no-cost grant of common stock equal to 2,500,000 shares of the Company’s Rule 144 restricted common stock, par value $.0001 per share, valued at $.06 per share, or $150,000, which we expensed as of the effective date of the agreement. Mr. Turner’s employment was terminated on September 7, 2021.

Consulting Agreements

On September 7, 2018, Wildcat, a company controlled by Shareholder Marshall Gleason, filed suit against us alleging claims arising from the Gleason Agreement, seeking to recover monetary damages, interest, court costs, and attorney’s fees. In a separate lawsuit, Wildcat filed suit claiming that the Company breached that certain Promissory Note dated on or about November 13, 2017, entered into between Wildcat as lender and Greenway as borrower, and as a result Wildcat initiated an action in County Court at Law No. 2 of Tarrant County, Texas, Cause No. 2018-006416-2. On March 6, 2019, we entered into a Rule 11 Agreement with Gleason settling both disputes, a copy of which is filed as Exhibit 10.52 to this Form 10-K and incorporated by reference. Pursuant to the Rule 11 Agreement, the parties agreed to abate both cases until the earlier of a default of the performance of the Rule 11 Agreement or October 30, 2019, whichever be sooner. The Rule 11 Agreement provided that if we timely performed through October 15, 2019, the parties would file a joint motion for dismissal and present agreed orders of dismissal with prejudice for both lawsuits. The Company performed in all regards under the Rule 11 Agreement, however Gleason refused to sign the Wildcat Settlement Agreement at the point of the Company’s having performed its obligations. The parties’ respective counsels then mutually agreed to extend the original October 30, 2019 settlement date until at least the end of the year while the parties waited for Gleason’s signature. Gleason signed the Compromise Settlement and Release Agreement on February 4, 2020, and all litigation was dismissed by the Court on February 25, 2020. A copy of the Dismissal is incorporated by reference as Exhibit 10.59.

Paul Alfano, a director and greater than five percent (5%) shareholder entered into a consulting agreement with us on April 19, 2018 via Alfano Consulting Services (the “Alfano Agreement”), to provide board and senior management advice, including but not limited to corporate strategy, SEC regulatory adherence, sales and marketing strategies, document and presentation preparation and fund-raising support. Terms included payment of billable time at $40.00 per hour, plus approved expenses, retroactive to January 1, 2017. A copy is available by Exhibit 10.44 incorporated by reference herein. The Alfano Agreement was terminated when Mr. Alfano became a director on June 26, 2019. The Company has accrued Consulting Fees and Expenses of $139,988 for all prior periods through March 31, 2022. There is no payment schedule agreed to by the parties, and such accrued expenses will be paid only when the Company has sufficient liquidity to make such payment, or unless or until the parties agree to some other form of payment provision.

On October 19, 2020, the Company entered into a management consulting services agreement with Dean Goekel (the “Goekel Agreement” via “Analytical Professionals”), to manage engineering and vendor relationships, assist in defining the design and cost of certain capital equipment and to manage the direction of research, development and other related engineering activities. Mr. Goekel will also support the Company’s ongoing business operations, including assistance in commercialization and market implementation, strategic planning and other services. The agreed upon start date under the agreement is July 1, 2020 and the minimum engagement term was for six (6) months. After the initial term the agreement automatically renews for subsequent six (6) month terms unless the Company or Mr. Goekel terminates the agreement. Under the agreement, in exchange for Mr. Goekel’s services he will receive a minimum monthly fee of $10,000 per month in deferred compensation until such time that adequate funds are available for payment. As of March 31, 2022, we have accrued $210,000 in compensation expense related to this agreement. Additionally, under the agreement Mr. Goekel was issued stock warrants for 3,000,000 shares at a strike price of $0.03 per share effective July 1, 2020 and expiring on June 30, 2022. After meeting certain deliverables set forth in the agreement, Mr. Goekel will be issued stock warrants for 1,000,000 shares at a strike price that is an average of the stock price for the 90 days that the deliverables have been met. Mr. Goekel has not met the criteria for this agreement as of March 31, 2022.

Other

Pursuant to the GIE Acquisition Agreement in August 2012, we agreed to: (i) issue an additional 7,500,000 shares of Common Stock when the first portable GTL unit is built and becomes operational, and is capable of producing 2,000 barrels of diesel or jet fuel per day, and (ii) pay a 2% royalty on all gross production sales on each unit placed in production, or one percent (1%) each to the founders and previous owners of GIE. On February 6, 2018, and in connection with a settlement agreement dated April 5, 2018, by and between the Greer Family Trust and us, which is the successor in interest one of the founders and prior owners of GIE, F. Conrad Greer (“Greer”), (the “Trust”, and such settlement agreement the “Trust Settlement Agreement”), we issued 3,000,000 shares of Common Stock and a convertible promissory note for $150,000 to the Trust in exchange for: (i) a termination of the Trust’s right to receive 3,750,000 shares of Common Stock in the future and 1% of the royalties owed to the Trust under the GIE Acquisition Agreement; (ii) the termination of Greer’s then current employment agreement with GIE; and (iii) the Trust’s waiver of any future claims against us for any reason. A copy of the Trust Settlement Agreement and related promissory note dated April 5, 2018, by us in favor of the Trust is filed as Exhibit 10.36 to this Form 10-Q and incorporated by reference herein.

As a result of the transactions consummated by the Trust Settlement Agreement, we are committed to issue a reduced number of 3,750,000 shares of Common Stock and 1% of the royalties due on production of our GTL operational units to Ray Wright, the other founder and prior owner of GIE, pursuant to the GIE Acquisition Agreement.