OTC: GWTI

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
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.

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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, Tridecane and other long-chain hydrocarbons. Produced alcohols 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 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 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 gases 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 that we produce can provide incredibly rapid payback of investments. It should
be noted the vast majority of these chemicals produced are currently made in China. Further, because they originate from a barrel of oil
at a refinery, they are much lower in purity.

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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

According
to Research and Markets in late 2024, key industry players include: Shell, Chevron, PetroSA, Qatar Petroleum, Sasol, Statoil
ASA, Velocys, ENI S.p.A.. In terms of global production and consumption, Shell had the largest market share in 2024, with virtually all
current production located overseas. Our technology is not designed to compete with the large refinery-size GTL plants operated by such
large industry operators. Our plants are designed to be scaled to meet individual gas field production requirements on a distributed
and mobile basis. According to a report released in July 2019 by the Global Gas Flaring Reduction Partnership (“GGFRP”),
there are currently only 5 small-scale GTL plant technologies that have been proven and are now available for flared gas monetization
available in the U.S., including: Greyrock (“Flare to Fuels”); Advantage Midstream (licensing Greyrock technology); EFT (“Flare
Buster”); Primus GE and GasTechno (“Methanol in a Box”). We were not a direct part of this study, as we had not received
3rd party certification of our proprietary technology as of the date of this report.

However,
the GGFRP report mentioned us as follows, “Greenway Technologies announced on July 23, 2018 that Mabert LLC, a major investor in
Greenway, acquired the whole INFRA plant including an operating license agreement. The purpose of the acquisition is the incorporation
and commercial demonstration of Greenway’s ‘G-Reformer’ technology. We will see whether the new team will be able to
make the plant with the new reformer operational. (Globe Newswire, Fort Worth, Texas, Aug 31, 2019).”

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 to this Form 10-K, 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. However, the Company decided to focus only on its core technologies and the mining interests were forfeited on August
31, 2025 for failure to timely pay Mining Claim Maintenance Fees.

Company
History

We
were originally incorporated as Dynalyst Manufacturing Corporation (“Dynalyst”) under the laws of the State of Texas
on March 13, 2002. In connection with the merger with Universal Media Corporation (“UMC”), a Nevada corporation, on
August 17, 2009, we changed our name to UMC. The transaction was accounted for as a reverse merger, and UMC was the acquiring company
on the basis that UMC’s senior management became the entire senior management of the merged entity and there was a change of control
of Dynalyst. The transaction was accounted for as recapitalization of Dynalyst’s capital structure. In connection with the merger,
Dynalyst issued 57,500,000 restricted equity securities to the shareholders of UMC in exchange for 100% of UMC.

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On
March 23, 2011, Universal Media Corporation approved and filed with the Texas Secretary of State an amendment to our Certificate to change
our name to UMED Holdings, Inc.

On
June 22, 2017, in recognition of our primary operational activity, we approved an amendment to our Certificate to change our name to
“Greenway Technologies Inc.” We filed a certificate of amendment with the Texas Secretary of State to affect that name change
on June 23, 2017.

On
June 26, 2019, we held our annual shareholders meeting in Arlington, Texas. There were seven proposals presented for vote by our shareholders
(the “Shareholders”), including to approve the Company’s slate of directors, to amend our Certificate, to amend
our bylaws, and to ratify our then current independent public accounting audit firm. We disclosed the results of the vote of the Shareholders
on our Current Report Form 8-K, filed with the SEC on July 2, 2019, which is incorporated herein by reference. On August 1, 2019, we
filed a Current Report on Form 8-K/A, noting that due to a potential tabulation error, we were reviewing the results for Proposal 2,
which was to amend our Company’s Certificate to increase the authorized shares of capital stock of the Company and Proposal 3,
which was to amend the Company’s Certificate to permit the vote of the holders of the majority of shares entitled to vote on and
represented in person or by proxy at a meeting of the Shareholders at which a quorum is present, to be the action of the Shareholders,
including for “fundamental actions,” as such term is defined by the Texas Business Organizations Code (the “TBOC”).
To resolve any such potential errors, we called a special meeting of the Shareholders to be held December 11, 2019, in Arlington, Texas.

On
December 11, 2019, we held a special meeting of the Shareholders to approve four proposals. In connection with these four proposals,
we filed a Certificate of Amendment to the Certificate with the Secretary of State of the State of Texas, which is attached as Exhibit
3.9 to our Company’s Current Report on Form 8-K filed with the SEC on December 16, 2019, and incorporated herein by reference.
All four proposals passed overwhelmingly. For more information regarding these proposals, please see our Definitive Proxy Statement on
Schedule 14A filed with the SEC on November 19, 2019 and incorporated herein by reference.

Employees

As
of the filing date of this Form 10-K, we have four (4) full-time employees. Certain of these employees receive no compensation or compensation
is deferred on a periodic basis by mutual agreement. 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-K (our “Financial Statements”) have been prepared on
a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business.
As of December 31, 2025, we have an accumulated deficit of $41,330,906. For the year ended December 31, 2025, we incurred a net loss
of $1,957,734 and used $893,689 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.

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Item
1A
Risk
Factors.

Risks
Related to our Business and Operations

We
may not be able to raise the additional capital necessary to execute our business strategy, which includes the production, sale and/or
licensing of our proprietary GTL technology solutions to oil and gas operators in the United States and elsewhere.

Our
ability to successfully execute the production, sale, or licensing of our GTL technology may depend on our ability to raise additional
debt or equity capital. Our ability to raise additional capital is uncertain and dependent on numerous factors beyond our control including,
but not limited to, general economic conditions, regulatory factors, reduced retail sales, increased taxation, reductions in consumer
confidence, changes in levels of consumer spending, changes in preferences in how consumers pay for goods and services, weak housing
markets and availability or lack of availability of credit. If we are unable to obtain additional capital, or if the terms thereof are
too costly, we may be unable to successfully execute our business strategy.

Our
limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

We
are a development-stage company and have a limited operating history upon which you can evaluate our business and prospects. We have
yet to develop sufficient experience regarding actual revenues to be received from our GTL technology. You must consider the risks and
uncertainties frequently encountered by early-stage companies in new and evolving markets. If we are unsuccessful in addressing these
risks and uncertainties, our business, results of operations, and financial condition will be materially and adversely affected. The
risks and difficulties we face include challenges in accurate financial planning as a result of limited historical data and the uncertainties
resulting from a relatively limited period in which to implement and evaluate our business strategies as compared to older companies
with longer operating histories.

We
have historically incurred losses.

We
are considered a pre-revenue or development stage company. We have incurred significant operating losses since inception. Due to the
inherent risk of commercializing new technology, there can be no assurance that we will earn net income or generate positive cash flow
in the future. We will require additional capital in order to fund our operations and we may not be able to source such capital on acceptable
terms.

Establishing
revenues and achieving profitability will depend on our ability to fully develop, certify and commercialize our GTL Technology, including
successfully marketing our GTL Technology to customers and complying with possible regulations.

Much
of our ability to establish revenues, achieve profitability and create positive cash flows from operations will depend on the completion
of a third-party engineering certification and subsequent successful introduction of our proprietary GTL technology. Our prospective
customers will not use our GTL technology unless they determine that the economic benefits provided by our GTL solution is greater than
those available from competing technologies and providers. Even if the advantages derived from our proprietary GTL technology are well-established,
prospective customers may elect not to use our GTL technology.

In
addition, as this is a new technology and GTL processing method, we may be required to undertake time-consuming and costly additional
development activities and seek regulatory clearance or approval for such new GTL technology. Such costs are not known by us as of the
date of this report.

Lastly,
the completion of the development and commercialization of our GTL technology remains subject to all the risks associated with the commercialization
of any new GTL processing system with production based on innovative technologies, including unanticipated technical or other problems,
manufacturing difficulties, and the possible insufficiency of the funds allocated for the completion of such development.

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We
may encounter substantial competition in our industry and a failure to compete effectively may adversely affect our ability to generate
revenue.

We
expect that we will be required to continue to invest in product development and efficiency improvements to compete effectively in our
markets. Our competitors could potentially develop a similar or more efficient GTL product or undertake more aggressive and costly marketing
campaigns than ours, which may adversely affect our sales and marketing strategies and could have a material adverse effect on our business,
results of operations, and financial condition. Important factors affecting our ability to compete successfully include:

●
current
and future direct sales and marketing efforts by small and large competitors;

●
rapid
and effective development of new, unique GTL techniques; and

●
new
and aggressive pricing methodologies

If
substantial competitors enter our targeted markets, such as licensing of smaller independent oil and gas operators or the creation of
blend stock for existing large refinery operations, we may be unable to compete successfully against such competition. Our potential
competitors may have greater human and financial resources than we do at any given time, and there is significant competition for experienced
personnel and financial capital in the oil and gas industry. Therefore, it can be difficult for smaller companies such as ours to attract
the personnel and related investment for our various business activities needed to succeed. We cannot give any assurances that we will
be able to successfully compete for such personnel and capital funds. Without adequate financial resources, our management cannot be
certain that we will be able to compete successfully in our operations.

Although
the longevity of patents in the United States are limited in duration to 20 years, this should not affect the Company’s long-term
ability to successfully monetize the intellectual property it owns.

We
own U.S. Patents No. 8,574,501 B1 (the “’501 Patent”), issued November 5, 2013, and U.S. Patents No. 8,795,597 B2 (the
“597 Patent”), issued August 5, 2014, covering our GTL conversion technology for the purpose of converting natural gas to
clean synthetic fuels in a small-plant and mobile application. On April 28, 2020, the Company was granted U.S. Patent 10,633,594 B1 (the
“594 Patent”) for syngas generation for gas-to-liquid fuel conversion, and the Company was granted U.S. Patent 10,907,104
B1 (the “’104 Patent”), U.S. Patent 11,453,827 B1 (the “’827 Patent”),, and U.S. Patent 11,608,473
B1 (the “’473 Patent”) in 2021, 2022, and 2023, respectively, which extend the methods and details of generating syngas
using the Company’s proprietary G-Reformer™ technology described in ‘594 Patent. 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

The
term of each patent under U.S. law is 20 years from the original filing date. Accordingly, the aforementioned granted patents will expire
in the years of 2033 and 2038. These dates cannot be extended. However, any future applications claiming “improvements to the current
art” made by us will receive new filing dates. As such, new technologies enhancing and/or building on what is protected in the
aforementioned patents will have anticipated expiration dates on or after 2038. Still, there is no certainty that we will be able to
make such improvements to our currently held patents, and they therefore may expire at their respective terms. Further, a patent’s
term may be shortened if a patent is litigated, and there is no certainty that we will be able to successfully defend our patents should
such litigation occur . Moreover, the patents may go abandoned prior to their respective terms should required maintenance fees not be
paid to the USPTO.

We
are currently dependent on one equipment fabricator, the loss of which could adversely impact our operations.

We
contract our manufacturing production with a heavy equipment fabricator in Texas that has worked with us for several years and specializes
in the type of base refractory equipment we use in our proprietary G-Reformer based GTL processes. Accordingly, they have developed certain
manufacturing expertise specifically related to our equipment which may be hard to replicate with a new manufacturer if they go out-of-business
or end manufacturing for us for any reason. While there are similar manufacturers elsewhere in the United States and overseas, they will
take an unknown additional amount of time to gain the expertise necessary to produce our proprietary refractory equipment or may not
be able to gain such expertise at all, limiting our production and related revenue capability.

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We
are dependent on a limited number of key executives, consultants, the loss of any of which could negatively impact our business.

Our
business is led by our Chairman of the Board of Directors, Raymond Wright, Acting President, Doug Cogan, Chief Executive Officer,
Robert Kevin Jones, Executive Vice President - Sales and our Chief Financial Officer, Ransom Jones, all of whom are also members of
our board of directors (our “Board of Directors”). We use outside consultants to support and perform the majority
of the engineering and production work on our GTL technology. From time-to-time, we have also engaged consultants to provide
financial reporting and governance support.

If
one or more of these senior executives, officers, or consultants are unable or unwilling to continue in their present positions, we may
not be able to replace them easily or at all, and our business may be disrupted, along with our financial condition, such that our results
of operations may be materially and adversely affected. In addition, if the competition for senior management and senior officers in
our industry is intense, the pool of qualified candidates is limited, and we may not be able to retain the services of our senior executives,
key personnel, or consultants or attract and retain high-quality personnel in the future. Such failure could materially and adversely
affect our future growth and financial condition, and the loss of one or more of these key personnel could negatively impact our business
and operations.

If
our research and development agreements with UTA are terminated, we may lose access to certain of the scientists that were instrumental
in developing our technology.

In
order to safeguard against this possibility, 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 agreements with UTA.

To
support our engineering efforts, we also continued our ongoing confidential Sponsored Research Agreement (“SRA”) with UTA
which began in October 2009 and has continued in various forms through today, adding confidential Scope of Work addendums over this period
to develop and enhance our patented GTL system with the goal of developing commercial GTL plants to convert natural gas into liquid fuels.
We use UTA as an external research and development arm for the Company. If we or UTA terminated our relationship for some extenuating
circumstances, we might lose access to the scientists most familiar with our unique technology. There is no assurance that we would be
able to continue to improve the technology we have developed thus far, potentially slowing down our future commercialization and financing
efforts.

Our
quarterly results may fluctuate substantially and if we fail to meet the expectations of our investors or analysts, our stock price could
decline substantially.

Our
quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the
trading price of our Common Stock could decline. Some of the important factors that could cause our revenue and operating results to
fluctuate from quarter to quarter include:

●
our
limited operating history;

●
the
limited scope of our sales and marketing efforts;

●
our
ability to attract new customers, satisfy our customers’ requirements, and retain customers;

●
general
economic conditions;

●
changes
in our pricing capabilities;

●
our
ability to expand our business and operations by staying current with the evolving requirements of our target market;

●
the
effectiveness of our key personnel;

●
our
ability to protect our proprietary GTL Technology;

●
new
and enhanced products by us and our competitors;

●
unanticipated
delays or cost increases with respect to research and development; and

●
extraordinary
expenses such as litigation or other dispute-related settlement payments.

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We
may have difficulty in attracting and retaining outside independent directors to our Board of Directors as a result of their concerns
relating to potentially increased personal exposure to lawsuits and shareholder claims by virtue of holding those positions.

The
directors and management of companies are increasingly concerned with the extent of their personal exposure to lawsuits and shareholder
claims, as well as governmental and creditor claims that may be made against them, particularly in view of recent changes in securities
laws imposing additional duties, obligations, and liabilities on management and directors. Due to these perceived risks, directors and
management are also becoming increasingly concerned with the availability of directors’ and officers’ liability insurance
to timely pay the costs incurred in defending such claims. We currently do not carry directors’ and officers’ liability insurance,
since directors’ and officers’ liability insurance has recently become much more expensive and difficult to obtain. If we
are unable to continue or provide liability insurance at affordable rates or at all, it may become increasingly more difficult to attract
and retain qualified outside directors to serve on our board of directors.

We
may lose potential independent board members and management candidates to other companies that have greater directors’ and officers’
liability insurance to insure them from liability or to companies that have revenues or have received greater funding to date which can
offer more lucrative compensation packages. The fees of directors are also rising in response to their increased duties, obligations
and liabilities as well as increased exposure to such risks. As a company with limited operating history and resources, we will have
a more difficult time attracting and retaining management and outside independent directors than a more established company due to these
enhanced duties, obligations and liabilities.

Our
future success relies upon our proprietary GTL Technology. We may not have the resources to enforce our proprietary rights through litigation
or otherwise. The loss of exclusive right to our GTL Technology could have a material adverse effect on our business, financial condition
and results of operations.

We
believe that our GTL technology does not infringe upon the valid intellectual property rights of others. Even so, third parties may still
assert infringement claims against us. If infringement claims are brought against us, we may not have the financial resources to defend
against such claims or prevent an adverse judgment against us. In the event of an unfavorable ruling on any such claim, a license or
similar agreement to utilize the intellectual property rights related to the GTL technology in question, which we rely on in the conduct
of our business, may not be available to us on reasonable terms if terms are offered at all.

Our
ability to obtain field-related operating hazards insurance may be constrained by our limited operational history.

The
oil and natural gas business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure,
abnormal-pressure formations, and environmental hazards such as oil spills, natural gas leaks, ruptures or discharges of toxic gases.
If any of these events should occur at our joint venture plant location, or at any future customer sites (none exist today), we could
incur legal defense costs and could suffer substantial losses due to injury or loss of life, severe damage to or destruction of property,
natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties,
and suspension of operations. Such inability to defend ourselves or suffer catastrophic financial losses could cause us to cease operations
and/or declare bankruptcy.

Our
GTL Technology is subject to the changing of applicable U.S. laws and regulations.

Our
business is particularly subject to federal and state laws and regulations with respect to the oil and gas and mining industries. Our
success depends in part on our ability to anticipate, navigate and respond to any changes that might occur. Due to our currently limited
financial resources, we might not be able to respond to unanticipated changes, should they occur and impact our operations, and therefore
have to cease operations.

-8-

Acts
of terrorism, responses to acts of terrorism and acts of war may impact our business and our ability to raise capital.

Future
acts of war or terrorism, national or international responses to such acts, and measures taken to prevent such acts may harm our ability
to raise capital or our ability to operate, especially to the extent we depend upon activities conducted in foreign countries. In addition,
the threat of future terrorist acts or acts of war may have effects on the general economy or on our business that are difficult to predict.
We are not insured against damage or interruption of our business caused by terrorist acts or acts of war, and thus, our financial operations
may be materially impacted by such events.

We
may fail to establish and maintain strategic relationships.

We
believe that establishing strategic industry partnerships and natural gas producer customer relationships will greatly benefit the growth
of our business and the deployment of our GTL technology. To further such relationships, we have and will continue to seek out and enter
into strategic alliances, joint ventures, and similar production relationships, including similar to those announced during the 2019
with INFRA Technologies, OPMGE and the ongoing relationship with UTA. Our affiliation with OPMGE was terminated. We continue to seek
out and have discussions with potential gas producers on both a customer and financing basis. However, we may not be able to maintain
our current or enter into new strategic partnerships on commercially reasonable terms, or at all, and may not be able to create financial
or customer relationships with natural gas producers. Even if we enter new natural gas producer relationships, such financial partners
and/or customers may not have sufficient production of location based natural gas to provide profitable revenues or otherwise prove advantageous
to our business. Our inability to enter into such new relationships or strategic alliances could have a material and adverse effect on
our business.

Risks
Relating to Our Common Stock

We
may need to raise additional capital. If we are unable to raise additional capital, our business may fail, or our operating results and
our share price may be materially adversely affected.

Because
we have no record of profitable operations, we need to secure adequate funding on an ongoing basis. If we are unable to obtain adequate
funding, we may not be able to successfully develop and market our GTL technology and our business will likely fail. We have no commitments
for financing. To secure additional financing, we may need to borrow money or sell more securities, which may reduce the value of our
outstanding securities. We may be unable to secure additional financing on favorable terms, or at all.

Selling
additional shares of Common Stock, either privately or publicly, would dilute the equity interests of our Shareholders. If we borrow
money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable
to obtain adequate financing, we may have to curtail business operations, which would have a material negative effect on operating results
and most likely result in a lower price per share of Common Stock.

Also, as of the date of this filing, the shares authorized
treasury shares are 500 million and there were 462,361,204 issued and outstanding. Thus, only an additional 37,638,796 treasury shares
are available for sale. At the current share price, the ability to raise a significant amount of funds through the sale of treasury shares
is limited. In order to address this situation, the Company has the ability to authorize additional treasury shares or execute a corporate
restructuring. These actions may require a special shareholder meeting and a positive vote of the shareholders on these matters is not
certain.

-9-

Issuance
of additional Common Stock in exchange for services or to repay debt would dilute Shareholders’ proportionate ownership and voting
rights and could have a negative impact on the market price of our Common Stock.

Our
Board of Directors has previously and may continue to issue shares of our Common Stock to pay for debt or services rendered, without
further approval by our Shareholders, based upon such factors as our Board of Directors may deem relevant in its sole discretion. It
is likely that we will issue additional securities to pay for services and reduce debt in the future. Such issuances may lower the market
price of our stock and decrease our ability to raise additional equity funding for working or investment capital as may be needed at
a later time.

Even
though our shares of Common Stock are publicly traded, an investor’s shares may not be “free-trading” and investors
may be unable to sell their shares of Common Stock at or above their purchase price, which may result in substantial losses to the investor.

Investors
should understand that their shares of our Common Stock are not “free-trading” merely because we are a publicly traded company.
Shares bought from the Company or received for services rendered or in conjunction with the issuance of debt require different holding
periods, thereby creating a potential lack of liquidity and inability to sell such shares timely for any investor. In order for our shares
of Common Stock to become “free-trading,” the offer and sale of shares of our Common Stock must either be registered pursuant
to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or be entitled to
an exemption from registration under federal and state securities laws, after being held for statutory mandated periods.

In
addition, an investor has no assurance that our stock price will rise after purchase or receipt in any manner, as our stock has shown
significant volatility over the life of the Company. The following factors may add to the volatility in the price of our Common Stock
in the future: (i) actual or anticipated variations in our quarterly or annual operating results; (ii) government regulations; (iii)
announcements of significant acquisitions, strategic partnerships or joint ventures; (iv) our capital commitments; (v) additional dilutive
stock issuances, and (vi) additions or departures of key personnel. Many of these factors are beyond our control and may decrease the
market price of our Common Stock, regardless of our operating performance. We cannot make any predictions or projections as to what the
prevailing market price for our Common Stock will be at any time, including as to whether our Common Stock will sustain the current market
price, or as to what effect the sale of shares of Common Stock or the availability of shares of Common Stock for sale at any time will
have on the prevailing market price.

Due
to the fact that the Company did not timely file its Form 10-K for the fiscal year ended December 31, 2023 and its Form 10-Q for the
quarterly period ended March 31, 2024, it was removed from the OTCQB marketplace, operated by the OTC Markets Group, Inc. (the
“OTCMG” and placed on OTCMG “Pink Market,”which limits the ability of broker-dealers to sell our securities
and the ability of Shareholders to easily sell their securities in the secondary market. All of the Company’s filings with the
SEC are now current and the stock is now trading on its historical marketplace, the OTCQB.

Companies
trading on the OTCQB must: (i) be reporting issuers under Section 12 of the Exchange Act of 1934, as amended (the “Exchange
Act”); (ii) must be current in their reports under Section 13 of the Exchange Act; and must pay an annual fee to OTCQB, to
maintain electronic price quotation privileges on the OTCQB. Because we failed to remain current in our Exchange Act reporting requirements,
we were removed from the OTCQB and forced to be traded on the Pink Sheets, which requires a more challenging stock purchasing and selling
process. The OTCQB is recognized by the SEC as an established public market. This platform enables companies to provide current public
information that investors use to analyze, value and trade a security. The OTC Pink Sheets is a lower and more speculative tier of the
marketplaces for the trading of over-the-counter stocks. Companies traded on OTC Pink are not held to any particular disclosure requirements
or financial standards, and due to the wide variety of companies listed on OTC Pink Market, including dark companies, delinquent companies
and worse, they recommend only sophisticated investors with a high-risk tolerance should consider it.

Pink
Sheet Market shares generally trade thinly and infrequently making it hard to buy or sell when the investor wants to complete a transaction.
In addition, trading in OTC Pink Sheet companies requires more paperwork because due the speculative nature of such stocks, the U.S.
Congress prohibited broker-dealers from effecting transactions in penny stocks unless they comply with the requirements of Section 15(h)
of the Exchange Act and the rules promulgated thereunder.

-10-

These
SEC rules provide, among other things, that a broker-dealer must: (i) approve the customer for the specific penny stock transaction and
receive from the customer a written agreement to the transaction; (ii) furnish the customer a disclosure document describing the risks
of investing in penny stocks; (iii) disclose to the customer the current market quotation, if any, for the penny stock; and (iv) disclose
to the customer the amount of compensation the firm and its broker will receive for the trade. In addition, after executing the sale,
a broker-dealer must send to its customer monthly account statements showing the market value of each penny stock held in the customer’s
account. With the added inconvenience and cost for brokers, various large brokerage firms, including Merrill Lynch, Capital One, Fidelity,
E-Trade and even the new Robinhood, among others, have simply stopped providing brokerage services for Pink Sheet stocks for new customers.
Accordingly, the Pink Sheet Market’s trading is very thin.

Volatility
in the share price for our Common Stock may subject us to securities litigation.

There
is a limited market for the sale of shares of our Common Stock. The market for our Common Stock is characterized by significant price
volatility when compared to seasoned issuers, and we expect that our Common Stock share prices will be more volatile than a seasoned
issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following
periods of volatility in the market price of its securities. In the future, we may be the target of similar litigation. Securities litigation
could result in substantial costs and liabilities and could divert management’s attention and resources away from our daily operations,
negatively impacting our financial results.

We
do not intend to pay dividends on shares of our Common Stock.

We
have not paid any cash dividends on shares of our Common Stock since our inception, and we do not anticipate that we will pay any cash
dividends in the near future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.
Furthermore, our ability to pay dividends may be restricted under our debt agreements.

Our
substantial level of indebtedness could adversely affect our financial condition.

We
have a substantial amount of indebtedness, a significant amount which are interest-bearing notes payable. As of December 31, 2025, we
had $14,131,536 total liabilities, all of which is current. For more details on our indebtedness, please see Notes 3, 4 and 5
of our Consolidated Financial Statements.

Our
substantial level of indebtedness could have important consequences, including the following:

●
We
must use a substantial portion of our cash flow from operations to pay interest, which reduces funds available to use for other purposes,
such as working capital, capital expenditures, and other general corporate purposes;

●
Our
ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions,
or general corporate purposes may be impacted; and

●
Our
leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility
in responding to current and changing industry and financial market conditions.

Our
ability to meet expenses and to make future principal and interest payments in respect of our debt, depends on, among other things, our
future operating performance, competitive developments and financial market conditions. We are not able to control many of these factors.
If industry and economic conditions deteriorate, our ability to raise debt or equity capital and/or cash flow may be insufficient to
allow us to pay principal and interest on our debt and meet our other obligations, which could cause us to default on these obligations.
In particular, the Mabert loans maintain a UCC-1 security interest in all the collateral of the Company, including to our G-Reformer,
technology and intellectual property (our patents, patents pending and licensed patents). If Mabert exercises its rights and remedies
due to defaults under our secured loan agreements, our business, financial condition, and results of operations will be materially adversely
affected.

-11-

The
market for penny stocks has suffered in recent years from patterns of fraud and abuse.

Stockholders
should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of
fraud and abuse. Such patterns include:

●
Control
of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

●
Manipulation
of prices through prearranged matching of purchases and sales and false and misleading press releases;

●
Boiler
room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

●
Excessive
and undisclosed bid-ask differential and markups by selling broker-dealers; and

●
The
wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along
with the resulting inevitable collapse of those prices and with consequential investor losses.

Management
is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate
the behavior of the market or of broker-dealers who participate in the penny stock market, the Company’s management will strive
to prevent the described patterns from being established with respect to our securities, as the occurrence of these patterns or practices
could increase the volatility of the price per share of our Common Stock and/or diminish stockholders ability to trade our Common Stock.

Failure
to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse
effect on our business and stock price.

Section
404 of the Sarbanes-Oxley Act requires us to evaluate annually the effectiveness of our internal controls over financial reporting as
of the end of each fiscal year and to include a management report assessing the effectiveness of our internal controls over financial
reporting in our annual report. If we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can
conclude, on an ongoing basis, that we have effective internal control over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act.

While
we continue to dedicate resources and management time to ensuring that we have effective controls over financial reporting, failure to
achieve and maintain an effective internal control environment could have a material adverse effect on the market’s perception
of our business and the price of our Common Stock.