GWTI 10-Q Quarter ended Sept. 30, 2016

Texas	90-0893594
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☑

PART I				FINANCIAL INFORMATION	Page Number
		Item 1 :		Condensed Financial Statements
				Condensed Consolidated Balance Sheets – September 30, 2016 and December 31, 2015 (Unaudited)	1
				Condensed Consolidated Statements of Operations - Three and Nine Months ended September 30, 2016 and 2015 (Unaudited)	2
				Condensed Consolidated Statements of Cash Flows – Nine Months ended September 30, 2016 and 2015 (Unaudited)	3
				Notes to Condensed Consolidated Financial Statements (Unaudited)	4
		Item 2:		Management's Discussion and Analysis of Financial Condition and Results of Operations	16
		Item 3:		Quantitative and Qualitative Disclosures About Market Risk	21
		Item 4T:		Controls and Procedures	21
PART II				OTHER INFORMATION
		Item 1:		Legal Proceedings	22
		Item 1A:		Risk Factors	23
		Item 2:		Unregistered Sales of Equity Securities and Use of Proceeds	23
		Item 3:		Defaults Upon Senior Securities	23
		Item 4:		Submission of Matters to a Vote of Security Holders	23
		Item 5:		Other Information	23
		Item 6 :		Exhibits	23
				Signatures	23

		September 30,				December 31,
		2016				2015
Assets
Current Assets
Cash		$	681,795			$	0
Prepaid insurance			20,691				0
Total Current Assets			702,486				0
Fixed Assets
Property & equipment			62,715				4,015
Less depreciation			3,568				3,271
Total Fixed Assets			59,147				744
Total Assets		$	761,633			$	744
Liabilities & Stockholders' Deficit
Current Liabilities
Accounts payable		$	50,952			$	85,545
Stockholder advances			79,127				102,214
Accrued management fees			1,967,602				1,793,617
Accrued expenses			298,802				229,763
Note payable			31,000				0
Convertible note, net of $45,494 discount			178,506				0
Derivative liability			341,499				60,164
Total Current Liabilities			2,947,488				2,271,303
Total Liabilities			2,947,488				2,271,303
Commitments and contingencies
Stockholders' Deficit
Common Class B stock, 20,000,000 shares authorized, par value $0.0001,
15,126,938 issued and outstanding at September 30, 2016 and
December 31, 2015			1,513				1,513
Common Class A stock 300,000,000 shares authorized, par value $0.0001,
214,713,134 and 183,882,132 issued and outstanding at
September 30, 2016 and December 31, 2015, respectively			21,467				18,389
Additional paid-in capital			11,880,873				10,167,670
Accumulated deficit			(14,089,708	)			(12,458,131	)
Total Stockholders' Deficit			(2,185,855	)			(2,270,559	)
Total Liabilities & Stockholders' Deficit		$	761,633			$	744

		Three Months Ended September 30,								Nine Months Ended September30,
		2016				2015				2016				2015
Sales		$	0			$	0			$	0			$	0
Expenses
General and administrative			305,941				566,310				743,284				2,207,320
Research and development			358,336				374,998				618,007				593,725
Depreciation			99				99				297				297
Total Expense			664,376				941,407				1,361,588				2,801,343
Operating loss			(664,376	)			(941,407	)			(1,361,588	)			(2,801,343	)
Other income (expenses)
Write off of Logistix software			0				0				0				(73,500	)
Gain (loss) on derivative			(204,445	)			40,072				(229,510	)			4,943
Interest expense			(28,749	)			(52,600	)			(40,479	)			(155,783	)
Total other income (expense)			(233,194	)			(12,528	)			(269,989	)			(224,340	)
Operating loss from continuing operations			(897,570	)			(953,935	)			(1,631,577	)			(3,025,683	)
Loss from discontinued operations, net of tax			0				(208,946	)			0				(561,412	)
Loss before income taxes			(897,570	)			(1,162,881	)			(1,631,577	)			(3,587,095	)
Provision for income taxes			0				0				0				0
Net loss		$	(897,570	)		$	(1,162,881	)		$	(1,631,577	)		$	(3,587,095	)
Net loss per share;
Basic and diluted net income
loss per share, continuing operations		$	(0.01	)		$	(0.01	)		$	(0.01	)		$	(0.02	)
Weighted average shares
Outstanding;
Basic and diluted			199,077,102				178,585,952				196,444,816				159,097,739

		2016				2015
Cash Flows from Operating Activities
Net Loss from operations		$	(1,631,577	)		$	(3,025,683	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation			297				299
Stock issued for services			41,280				1,931,011
Write off Logistix software			0				73,500
Loss (Gain) on derivative			229,510				(4,943	)
Debt issue costs amortized			30,332				55,427
Changes in operating assets and liabilities:
Prepaid insurance			(20,691	)			0
Accounts payable			5,407				19,933
Accrued management fees			173,985				(157,699	)
Derivative liability			51,825				67,139
Accrued expenses			29,039				53,732
Net Cash Used in Operating Activities			(1,090,593	)			(987,284	)
Cash Flows from Investing Activities
Purchase of equipment			(58,700	)			0
Cash Flows from Financing Activities
Shareholder advances			129,414				0
Repayment of shareholder advances			(101,000	)			0
Proceeds - note payable			36,000				63,875
Repayment on note payable			(5,000	)			0
Proceeds (Payments) - convertible notes payable, net			224,000				(131,858	)
Proceeds from sale of common stock			1,623,500				1,083,643
Advances from shareholders converted to common stock			0				116,384
Debt issuance cost			(75,826	)			0
Net Cash Provided by Financing Activities			1,831,088				1,132,044
Cash Used in Discontinued Operations			0				(211,076	)
Net Increase (Decrease) in Cash			681,795				(66,316	)
Cash Beginning of Period			0				82,400
Cash End of Period		$	681,795			$	16,084
Supplemental Disclosure of Cash Flow Information:
Cash Paid during the period for interest		$	600			$	69,297
Cash Paid during the period for taxes		$	0			$	0
Conversion of shareholder advances to common stock		$	51,501			$	182,275
Common Stock issued to settle payables		$	8,480			$	0
Common Stock issued for consulting services		$	32,800			$	2,007,713
Conversion of Preferred Stock to Common Stock		$	0			$	918

Name of Entity	%		Entity	Incorporation	Relationship
UMED Holdings, Inc.			Corporation	Texas	Parent
Mamaki of Hawaii, Inc.*	*		Corporation	Nevada	Subsidiary
Universal Media Corporation	100	%	Corporation	Wyoming	Subsidiary
Greenway Innovative Energy, Inc.	100	%	Corporation	Nevada	Subsidiary
Logistix Technology Systems, Inc.	100	%	Corporation	Texas	Subsidiary

Equipment

5 to 7 years

Description		Level 1				Level 2			Level 3
Derivative Liabilities		$				$				$	341,499

	Fair Value				Change in				New								Fair Value
	January 1, 2016				Fair Value				Convertible Notes				Conversions				September 30, 2016
Derivative Liabilities		$	60,164			$	229,509			$	51,826			$	0			$	341,499

		Commitment Date
Expected dividends			0%
Expected volatility			237%
Expected term: conversion feature		6 months
Risk free interest rate			0.45%

		Range of Lives in Years				September 30, 2016				December 31, 2015
Equipment			5			$	60,732			$	2,032
Furniture and fixtures			5				1,983				1,983
							62,715				4,015
Less accumulated depreciation							(3,568	)			(3,271	)
						$	59,147			$	744
Depreciation expense for the period ended						$	297			$	396

		2016				2015
Unsecured note payable dated March 8, 2016 to an individual
at 5.0% interest, payable upon the Company's availability of cash		$	31,000			$	0

		Outstanding Balance of Convertible Debenture				Unamortized Discounts
May 4, 2016 Convertible Promissory Note		$	224,000			$	45,494

	●	$20,000 original issue discount and $4,000 debt issue cost, which is being amortized over 10 months, with amortization of $9,600 for nine months ended September 30, 2016.
·		The derivative for the 2016 beneficial conversion interest was $283,117 at September 30, 2016 and was computed using the following variables.

		Commitment Date
Expected dividends			0%
Expected volatility			237%
Expected term: conversion feature		6 months
Risk free interest rate			0.45%

●

Warrants – recorded at fair value on the balance sheet at $58,385 as of September 30, 2016 and $60,164 at December 31, 2015, which was computed as follows;

		Commitment Date
Expected dividends			0%
Expected volatility			237%
Expected term: conversion feature		3.00 years
Risk free interest rate			0.45%

		2016				2015
Accrued consulting fees		$	249,500			$	229,000
Other accrued expenses			40,000				0
Bank overdraft			0				763
Accrued interest expense			9,302				0
Total accrued expenses		$	298,802			$	229,763

	2015				2015
Current		$	-			$	-
Deferred			-				-
Total tax provision for (benefit from) income taxes		$	-			$	-

		2016				2015
Federal statutory rate			(34.0	) %			(34.0	) %
State tax, net of federal benefit			(0.0	)			(0.0	)
Permanent differences and other including surtax exemption			0.0				0.0
Valuation allowance			34.0				34.0
Effective tax rate			0.0	%			0.0	%

		2016				2015
Deferred tax assets
Net operating loss carry forwards		$	5,176,012			$	4,028,702
Deferred compensation			2,784,213				2,409,213
Stock based compensation			5,197,324				4,898.968
Other			932,159				1,121,2480
Total			14,089,708				12,458,131
Less valuation allowance			(14,089,708	)			(12,458,131	)
Deferred tax asset			-				-
Deferred tax liabilities
Depreciation and amortization		$	-			$	-
Net long-term deferred tax asset		$	-			$	-

		Three				Nine
		Months				Months
Sales		$	11,068			$	47,275
Cost of sales			1,767				8,407
Gross profit			9,301				38,868
Operating Expenses:
General and administrative expenses			124,517				395,824
Depreciation			29,740				89,218
Total Operating Expenses			154,257				485,042
Operating Loss			(144,956	)			(446,174	)
Other Income (Expense)
Interest expense			(63,990	)			(115,238	)
Loss from discontinued operations		$	(208,946	)		$	(561,412	)
Loss per share - discontinued operations		$	(0.00	)		$	(0.00	)

		2016				2015
General and administrative		$	305,941			$	566,310
Research and development			358,336				374,998
Depreciation and amortization			99				99
Gain (Loss) on derivative			(204,445	)			40,072
Interest expense			28,749				52,600

		2015
Sales		$	11,068
Cost of sales			1,767
Gross Profit (Loss)			9,301
General and administrative expense			124,517
Depreciation expense			29,740
Operating loss			(154,257	)
Other expense
Interest expense			(63,990	)
Net loss		$	(208,946	)

		2016				2015
General and administrative		$	743,284			$	2,207,320
Research and development			618,007				593,725
Depreciation and amortization			297				297
Write off Logistix software			0				73,500
Gain (loss) on derivative			(229,510	)			4,943
Interest expense			40,479				155,783

		2015
Sales		$	47,275
Cost of sales			8,405
Gross Profit (Loss)			38,870
General and administrative expense			395,826
Depreciation expense			89,218
Operating loss			(446,174	)
Other expense
Interest expense			(115,238	)
Net loss		$	(561,412	)

		2016				2015
Cash provided by (used for):
Operating activities		$	(1,090,593	)		$	(987,284	)
Investing activities			(58,700	)			0
Financing activities			1,831,088				1,132,044
Cash used in discontinued operations			0				(211,076	)
Increase (Decrease) in cash		$	681,795			$	(66,316	)

●	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

	Listing of Exhibits:
	31.1	Certification of Chief Executive Officer.
	31.2	Certification of Chief Financial Officer.
	32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101	Interactive data files pursuant to Rule 405 of Regulation S-T.

	UMED HOLDINGS, INC.
Date:  November 21, 2016	By:	/s/ Ransom Jones
		Its:  President and Interim Chief Executive Officer
Date:  November 21, 2016	By:	/s/Randy Moseley
		Its:  Chief Financial Officer