The following discussion and analysis of our financial condition and operating results should be read together with our financial statements and related notes included elsewhere in this report. This discussion and analysis and other parts of this report contain forward-looking statements based upon current beliefs, plans, and expectations that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" or in other parts of this report. Our fiscal quarters end on March 31, June 30, September 30, and December 31, and our current fiscal year ended on December 31, 2021.





Overview


We develop projects for renewable power generation, desalinated water production, and air conditioning using our proprietary technologies designed to extract energy from the temperature differences between warm surface water and cold deep water. In addition, our projects provide ancillary products such as potable/bottle water and high-profit aquaculture, mariculture, and agriculture opportunities.

We currently have no source of revenue, so as we continue to incur costs, we are dependent on external funding for operations. We cannot assure that such funding will be available or, if available, can be obtained on acceptable or favorable terms.

Our operating expenses consist principally of expenses associated with the development of our projects until we determine that a particular project is feasible. Salaries and wages consist primarily of employee salaries and wages, payroll taxes, and health insurance. Our professional fees are related to consulting, engineering, legal, investor relations, outside accounting, and auditing expenses. General and administrative expenses include travel, insurance, rent, marketing, and miscellaneous office expenses. The interest expense includes interest and discounts related to our loans and notes payable.





Results of Operations


Comparison of Years Ended December 31, 2021 and 2020

We had no revenue in the years ended December 31, 2021 and 2020.

During the year ended December 31, 2021, we had salaries and wages of $830,655, compared to salaries and wages of $856,331 during the same period for 2020, a decrease of 3.0%, which is attributable to a reduction in staff because of cost-cutting measures due to our lack of revenue and funding.

During the years ended December 31, 2021 and 2020, we recorded professional fees of $958,101 and $1,672,119, respectively, a decrease of 42.7% year over year, which is attributable to higher legal expenses related to the Memphis litigation in 2020.

General and administrative expenses were $193,125 during the year ended December 31, 2021, compared to $255,500 for the same period in 2020, a decrease of 24.4%, primarily resulting from decreases in travel expense and various office expenses.

For the year ended December 31, 2021, we issued 1,693,877 shares of common stock to Oasis Capital, LLC valued at $83,000, which is included in interest expense. This was a settlement of a second commitment for a convertible promissory note dated May 22, 2018. We did not issue any stock for compensation during the year ended December 31, 2020.

Our interest expense was $1,745,194 for the year ended December 31, 2021, compared to $1,428,710 for the same period of the previous year, an increase of 22.2%. In addition to interest on our notes payable of $1,662,194 for the year ended December 31, 2021, we also incurred the $83,000 commitment fee discussed above.

Our interest expense was $1,428,710 for the year ended December 31, 2020. In addition to interest on our notes payable of $1,323,791 for the year ended December 31, 2020, we also incurred default penalties of $104,919 on two of our notes during the year ended December 31, 2020.

Our amortization of debt discount and loan fee expenses was $362,259 for the year ended December 31, 2021, compared to $212,087 for the same period of the previous year. The increase reflects the fair value of embedded conversion options related with convertible notes payable and recorded as discount, which we amortize over the life of the convertible notes payable. In addition, there was a gain on change in the fair value of the derivative liability of $1,305,482 during the year ended December 31, 2021, as compared to a loss of $2,057,177 for the same period in 2020. Also, we recorded the gain on conversion of convertible notes of $113,215 and $14,382 for the years ended December 31, 2021 and 2020, respectively. Also, in 2020, forgiveness of a Paycheck Protection Program loan of $17,085 was recognized as gain on the forgiveness of debt.






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Our operations used net cash of $542,630 in 2021, as compared to $827,111 in the prior year. The decrease in cash used was primarily the result of a decrease in loss, after adjusting for noncash activities, of $463,666, partially offset by a decrease in the change in prepaid expenses and accounts payable and accrued expenses of $179,185.

Financing activities provided cash of $536,145 for our operations during the year ended December 31, 2021, as compared to providing cash of $811,310 in the prior year, a decrease of 33.9%. Proceeds from new notes payable were $540,000 in 2021, as compared to $847,085 in the prior year. Repayments of notes payable were $3,855 and $35,775 for the years ended December 31, 2021 and 2020, respectively.

Liquidity and Capital Resources

At December 31, 2021, our principal source of liquidity consisted of $957 of cash, as compared to $7,442 of cash at December 31, 2020. At December 31, 2021, we had negative working capital (current assets minus current liabilities) of $29,801,131. In addition, our stockholders' deficiency was $30,027,924 at December 31, 2021, compared to stockholders' deficiency of $28,413,169 at December 31, 2020, an increase in the deficiency of $1,614,755. We are focusing our efforts on promoting and marketing our technology by developing and executing contracts. We are exploring external funding alternatives, as our current cash is insufficient to fund operations for the next 12 months.

Our consolidated financial statements have been prepared assuming we will continue as a going concern. We have experienced recurring losses from operations and have an accumulated deficit. Our ability to continue our operations as a going concern is dependent on the success of management's plans, which include the raising of capital through debt and/or equity markets until such time that revenue provided by operations is sufficient to fund working capital requirements. We will require additional funding to finance the growth of our current and expected future operations as well as to achieve our strategic objectives The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We have no significant contractual obligations or commercial commitments not reflected on our balance sheet as of this date.

Critical Accounting Policies and Estimates

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to our consolidated financial statements for the year ended December 31, 2021. Note that our preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. We cannot assure that actual results will not differ from those estimates.





Income Taxes


We use the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and on the amount of operating loss carry-forwards and are measured using the enacted tax rates and laws that will be in effect when the temporary differences and carry-forwards are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

Fair Value of Derivative Liability

We identified conversion features embedded within convertible debt issued. We have determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability. We have elected to account for these instruments together with fixed conversion price instruments as derivative liabilities as we cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. We value the derivative liabilities using the Black-Scholes option valuation model. The derivative liabilities are valued at each reporting date and the change in fair value is reflected as change in fair value of derivative liability.





Contingencies



In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.






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Recent Accounting Pronouncements

We have reviewed all recently issued, but not yet adopted, accounting standards to determine their effects, if any, on our consolidated results of operations, financial position, and cash flows. Based on that review, we believe that none of these pronouncements will have a significant effect on current or future earnings or operations (see Note 1 of the notes to our consolidated financial statements for the year ended December 31, 2021).

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