Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

The following discussion and analysis of our results of operations and financial condition for the periods ending September 30, 2025 and 2024 should be read in conjunction with our consolidated Financial Statements and the notes to those Financial Statements that are included elsewhere in this Form 10-Q and were prepared assuming that we will continue as a going concern. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the "Risk Factors," "Cautionary Notice Regarding Forward-Looking Statements" and "Description of Business" sections and elsewhere in this Form 10-Q. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," "predict," and similar expressions to identify forward-looking statements. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, our actual results could differ materially from those discussed in these statements. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.

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 Annual Form 10-K filed on March 11, 2025. As discussed in Note 1 to these 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 1 to the 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.

In this Form 10-Q, "we," "our," "us," the "Company" and similar terms in this report, including references to "UMED" and "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, 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:

	●	Utilities
	●	Trash removal and lawn maintenance
	●	Taxes
	●	Insurance
	●	Maintenance, Repairs or Alterations

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 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.

However, the GGFRP report mentioned us as follows, "Greenway Technologies announced on July 23 that Mabert LLC, a major investor in Greenway, acquired the whole INFRA plant including an operating license agreement. The purpose of the acquisition is the incorporation and commercial demonstration of Greenway's 'G-Reformer' technology. We will see whether the new team will be able to make the plant with the new reformer operational. (Globe Newswire, Fort Worth, Texas, Aug 31, 2019).

Mining Interests

In December 2010, UMED acquired the rights to approximately 1,440 acres of placer mining claims located on Bureau of Land Management ("BLM") land in Mohave County, Arizona (such property, the "Arizona Property"), in an Assignment Agreement dated December 27, 2010, and filed as Exhibit 10.31, between Melek Mining, Inc., 4HM Partners, Inc. and the Company, in exchange for 5,066,000 shares of our common stock. Early indications from samples taken and processed by Melek Mining provided reason to believe that the potential recovery value of the metals located on the Arizona Property could be significant, but only actual mining and processing will determine the ultimate value that may be realized from this property holding. While we are not currently conducting mining operations, we are exploring strategic options to partner or sell our interest in the Arizona Property, while we focus on our emerging GTL technology sales and marketing efforts. The mining interests were forfeited on August 31, 2025 for failure to pay Mining Claim Maintenance Fees.

Employees

As of the filing date of this Form 10-Q, we have three (3) employees. One of the employees has no employment agreement. The other two (2) employees have employment agreements and compensation is accrued pursuant to those agreements. None of our employees are covered by collective bargaining agreements. We consider our employee relations to be satisfactory.

Going Concern

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

Accordingly, our ability to continue as a going concern is therefore in doubt and dependent upon achieving a profitable level of operations or on our ability to obtain necessary financing to fund ongoing operations. Management intends to raise additional funds by way of public or private offerings, or both. Management believes that the actions presently being taken to implement our business plan to generate revenues will provide us the opportunity to continue as a going concern.

While we are attempting to commence operations and generate revenues, our cash position may not be sufficient to support our daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us to continue as a going concern. While management believes in the viability of our strategy to generate revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate revenues.

We remain dependent on both third party and related party sources of funding for continuation of our operations (debt and/or equity based). Our independent registered public accounting firm issued a going concern qualification in their report dated March 11, 2025 and filed with our annual report on Form 10-K, which is included by reference to our Financial Statements and raises substantial doubt about our ability to continue as a going concern.

		September 30, 2025				September 30, 2024				Increase (Decrease)				Percent Change
Net loss		$	(3,401,157	)		$	(1,102,626	)			2,298,531				208.46	%1
Net cash used in operations		$	(674,507	)		$	(256,028	)			418,479				163.45	%2
Negative working capital		$	(15,611,606	)		$	(12,730,507	)			2,881,099				22.63	%3
Stockholders' deficit		$	(15,611,606	)		$	(12,730,507	)			2,881,099				22.63	%4

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

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

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

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

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

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

The Financial Statements included in our Form 10-Q do not include any adjustments relating to the recoverability and classification 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 future.

Results of Operations

Three-months ended September 30, 2025, compared to the three-months ended September 30, 2024.

We had no revenues for our consolidated operations for the quarters ended September 30, 2025 and 2024, respectively.

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

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

		September 30, 2025				September 30, 2024				Increase (Decrease)				Percent Change
Revenues		$	-			$	-
General and administrative expenses		$	990,360			$	214,589				775,771				300.62	%1
Interest expense		$	156,009			$	156,174				(165	)			-	%
Research and development		$	364,496			$	25,000				339,496				1,300.58	%

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

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

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

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

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

		September 30, 2025				September 30, 2024				Increase (Decrease)				Percent Change
Revenues		$	-			$	-				-				-
General and administrative expenses		$	2,113,227			$	614,537				1,498,690				243.87	%1
Interest expense		$	462,141			$	463,089				(948	)			(.20	)%
Research and development		$	825,789			$	25,000				800,789				3,203.16	%

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

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

Liquidity is the ability of a company to generate adequate amounts of cash to meet all of its financial obligations. The following table provides certain selected balance sheet comparisons between September 30, 2025 and 2024:

		September 30, 2025				September 30, 2024				Increase (Decrease)				% Change
Cash		$	36,632			$	115,434			$	(78,802	)			(68.27	)%1
Prepaids and other		$	68,853			$	-				68,853				100.00	%2
Total current assets		$	105,485			$	115,434			$	(9,949	)			8.69	%
Total assets		$	105,485			$	115,434			$	(9,949	)			8.69	%
Accounts payable and accrued expenses		$	5,070,212			$	4,064,985			$	1,005,227				24.73	%3
Accounts payable and accrued expenses - related party		$	5,314,438			$	5,153,415			$	161,023				18.45	%3
Note payable		$	647,500			$	652,500			$	(5,000	)			0.76	%4
Notes payable - related parties - net		$	2,805,774			$	2,805,774			$	-				0.00	%
Convertible note payable - net		$	166,667			$	166,667			$	-				0.00	%
Advances - related parties		$	-			$	100			$	(100	)			(100.00	)%
Advances - other		$	2,500			$	2,500			$	-
Customer deposits		$	1,710,000			$	-			$	1,710,000				100.00	%5
Total current liabilities		$	15,717,091			$	12,845,941			$	2,871,150				10.42	%6
Total liabilities		$	15,717,091			$	12,845,941			$	2,871,150				10.42	%6

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

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

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

4 - There was a payment of $5,000 against notes payable.

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

6 - See all discussions in #1 - #5 above.

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

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

Cash Flows

		September 30, 2025				September 30, 2024				$ Increase (Decrease)				% Change
Net cash used in operating activities		$	(674,507	)		$	(256,028	)		$	418,479				163.45	%
Net cash provided by financing activities		$	691,000			$	370,330				320,670				86.59	%

Operating activities

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

Investing activities

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

Financing Activities

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

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

Our accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. Our general business strategy is to first develop our GTL technology to maintain our basic viability, while seeking significant development capital for full commercialization.

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

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.

Our accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. Our general business strategy is to first develop our GTL technology to maintain our basic viability, while seeking significant development capital for full commercialization.

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

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

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

Commitments

Capital Expenditures - none

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 nine months ended September 30, 2025 and September 30, 2024, the Company accrued $135,000 under the terms of the agreement.

Effective May 10, 2018, we entered into an employment agreement with Ransom Jones, as Chief Financial Officer. Ransom Jones, as Chief Financial Officer, earns a salary of $120,000 per year. Mr. Jones also serves as the Company's Secretary and Treasurer. During each year that Mr. Jones' agreement is in effect, he is entitled to receive a bonus ("Bonus") equal to at least Thirty-Five Thousand Dollars ($35,000) per year. By its terms, Mr. Jones' employment agreement automatically renewed on May 10,2019, 2020, 2021, 2022, 2023, 2024 and 2025, for successive one-year periods During the nine months ended September 30, 2025 and 2024, the Company accrued $120,000 and $125,000, respectively, under the terms of the agreement.

Mr. Jones is entitled to participate in the Company's benefit plans if and when such plans exist.

Consulting Agreements

On an ongoing basis, the Company utilizes the services of a variety of external consultants. There are Agreements in effect with 5 of the consultants.

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.

Mining Leases

We have a minimum commitment during 2024 of approximately $14,400 for our annual lease maintenance fees due to Bureau of Land Management ("BLM") for the Arizona Property. That payment was made prior to August 31, 2024. There is no actual lease agreement with the BLM, but we file an annual maintenance fee form and pay fees to the BLM to hold our claims. The mining interests were forfeited on August 31, 2025 for failure to pay Mining Claim Maintenance Fees.

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

Related parties

Financing to date has been provided by loans, advances from Shareholders and Directors and issuances of our Common Stock in various private placements to accredited investors, related parties and institutions.

For the period ended September 30, 2025, we received $-0- in related party loans.

For the year ended December 31, 2024, there was $7,116 of related party financing, which was reflected as Proceeds from advances - related parties. During 2024, $38,316 was repaid resulting in a balance of $0 at December 31, 2024. $35,930 was satisfied by issuance of Common Stock and $2,386 was repaid by cash payments.

On various dates throughout the year ended December 31, 2024, the Company issued 4,415,334 shares of Rule 144 restricted Common Stock, par value $.0001 per share to related parties in settlement of liability - related parties in the amount of $77,930 ($.01 - $.01/share).

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

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

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

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

Third-party financing

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

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

On various dates throughout the year ended December 31, 2024, the Company issued 22,578,333 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to various accredited investors, for $458,500 ($.01 - $.02/share).

Impact of Inflation

While we are subject to general inflationary trends, including for basic manufacturing production materials, our management believes that inflation in and of itself does not have a material effect on our operating results. However, inflation may become a factor in the future. However, the COVID-19 virus and its current extraordinary impact on the world economy has reduced oil consumption globally, decreasing crude oil prices, to levels not seen since the early 1980's. The economics of GTL conversion rely in part on the arbitrage between oil and natural gas prices, with economic models for many producers, including our own models, using a range of $30-60/bbl (for WTI or Brent Crude as listed daily on the Nymex and ICE commodities exchanges) to determine relative profitability of their GTL operations. While the COVID-19 virus may run its human course in the near term, we believe (as many others in the U.S. government and media believe), that the economic impacts will be long lasting and for all practical matters, remain largely unknown at this time.

Off-Balance Sheet Arrangements

None

Critical Accounting Policies and Estimates

Our Financial Statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Preparing our Financial Statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.

We evaluate our long-lived assets for financial impairment on a regular basis in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which evaluates the recoverability of long-lived assets not held for sale by measuring the carrying amount of the assets against the estimated discounted future cash flows associated with them. At the time such evaluations indicate that the future discounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values.

We believe that the critical accounting policies discussed above affect our more significant judgments and estimates used in the preparation of our financial statements.

Use of Estimates

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

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

Significant estimates during the nine months ended September 30, 2025 and 2024, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets.

Cash and Cash Equivalents and Concentration of Credit Risk

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

At September 30, 2025 and December 31, 2024, respectively, the Company did not have any cash equivalents.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At September 30, 2025 and December 31, 2024, respectively, the Company did not have any cash in excess of the insured FDIC limit.

Income Taxes

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

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 "Income Taxes". Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2025 and December 31, 2024, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the nine months ended September 30, 2025 and 2024, respectively.

Research and Development

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

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

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

Stock-Based Compensation

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

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

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

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

●	Exercise price,
●	Expected dividends,
●	Expected volatility,
●	Risk-free interest rate; and
●	Expected life of option

Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future.

At September 30, 2025 and 2024, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities:

		September 30, 2025				September 30, 2024
Convertible debt			4,720,900				4,345,900

Recently Issued Accounting Pronouncements

Changes to accounting principles are established by the Financial Accounting Standards Board in the form of Accounting Standards Updates ("ASU's") to the FASB's Codification. We consider the applicability and impact of all ASU's on our consolidated financial position, results of operations, stockholders' deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates ("ASU") through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company.