What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-02-25 · 201 added, 114 removed, 416 unchanged (43% of the section changed)

30 unchanged sentences

2022, the Company determined that there were no control deficiencies that constituted material weaknesses.

Control deficiencies that

existed in 2020 have been rectified.

The Company now has an independent financial expert on its Audit Committee;

and the Company backs

up all financial data and material agreements in the cloud so that in the event of theft, misplacement, or loss due to fire or other

unmitigated factors, the Company should still retain all of its material financial data and agreements.

The Company has an independent

financial expert on its Audit Committee and an Audit Committee consisting entirely of independent directors;

the Company backs up all

financial data and material agreements in the cloud so that in the event of theft, misplacement, or loss due to fire or other unmitigated

factors, the Company should still retain all of its material financial data and agreements.

a result, management has concluded that the Company maintains effective internal control over financial reporting as of December 31,

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in Internal Control over Financial Reporting

has been a change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness

of our internal control over financial reporting as of December 31, 2020., that occurred during our fiscal year 2021 that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company now has an independent

financial expert on its Audit Committee, and the Company now backs up all financial data and material agreements in the cloud so that

in the event of theft, misplacement, or loss due to fire or other unmitigated factors, the Company should still retain all of its material

financial data and agreements.

In addition, the Company now has multiple persons reviewing and reconciling the bank account and our financial

has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the

effectiveness of our internal control over financial reporting as of December 31, 2022.

The Company has an independent financial expert

on its Audit Committee, and the Company now backs up all financial data and material agreements in the cloud so that in the event of

theft, misplacement, or loss due to fire or other unmitigated factors, the Company should still retain all of its material financial

data and agreements.

In addition, the Company now has multiple persons reviewing and reconciling the bank account and our financial data.

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

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Benjamin Slager

Chief Executive

Officer and Chairman

Chief Executive Officer and Chairman

Anthony Santelli

Chief Financial Officer and

Chief Financial Officer and Director

Director and Secretary

Chris Kneppers

Slager became a director in October 2016, the Chief Technology Officer on April 1, 2017, the CEO on July 6, 2018, and Chairman on

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He has a proven record in founding, developing and selling high tech companies.

He is the inventor of the CTS 2.0

He is the inventor of the patented

CTS technology.

Slager began his career in 1987 as a financial analyst with a venture capital firm, NesBic Holding BV, in Utrecht, the Netherlands.

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University prior to creating AES Capital.

He is not a director of any other public company.

He is not currently a director of any other public company.

F Sills became a director of the Company in July 2015.

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of New Hampshire.

Kneppers Chris has been a director of the Company since September, 2022, and is not on the board of any other public company.

was educated in South Africa as a Mechanical Engineer.

He has 45 years of experience in the Construction industry in several engineering

disciplines with an emphasis in Cost Estimating.

His experience includes involvement in a wide range of projects, including large civil

works, diesel generation in power stations, and solar electric installations.

Kneppers was one of the Principals of MKA International, Inc.

(formerly Madsen, Kneppers & Associates) and has been involved in its

running and development since 1989.

MKA is a multi-disciplined Construction and Engineering Consulting firm.

Chris recently stepped down

from his position as Vice President and still serves as a Board Member.

His role in the 33 years with the firm included establishing

and developing offices, attracting and growing a client base, along with facilitating various technical disciplines within the company

to address the needs of clients.

Committee and Audit Committee Financial Expert

Company’s board of directors has an audit committee which currently consists of Edmund Burke (chair), George Bolton, and Charles

Company’s board of directors has an audit committee which currently consists of Edmund Burke (chair), Chris Kneppers, and Peter

Burke is the audit committee financial expert.

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16(a) Beneficial Ownership Reporting Compliance

Our shares of common stock are registered under

the Securities Exchange Act of 1934, and therefore our officers, directors and holders of more than 10% of our outstanding

shares are subject to the provisions of Section 16(a) of such Act which requires them to file with the SEC initial reports

of ownership and reports of changes in ownership of common stock and our other equity securities.

Officers, directors and greater

than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they

shares of common stock are registered under the Securities Exchange Act of 1934, and therefore our officers, directors and holders of

more than 10% of our outstanding shares are subject to the provisions of Section 16(a) of such Act which requires them to file with the

SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities.

Officers, directors

and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

The Company filed a Form 15 in 2018 ceasing to be a “reporting Company”.

On January 5, 2021, the Company filed

a Form 10, which became effective 60 days later, on March 8, 2021.

Based solely upon our review of reports submitted to us during

the fiscal year ended December 31, 2021, The following table sets forth the name of any such person that failed to file the required

forms on a timely basis, including the number of late reports, the number of transactions not reported on a timely basis and any known

failure to file a required form.

On January 5, 2021, the Company filed a Form 10,

which became effective 60 days later, on March 8, 2021.

Based solely upon our review of reports submitted to us during the fiscal year

ended December 31, 2022, The following table sets forth the name of any such person that failed to file the required forms on a timely

basis, including the number of late reports, the number of transactions not reported on a timely basis and any known failure to file

a required form.

of late reports

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The Company seeks to achieve three objectives, which serve as guidelines in making compensation

a total compensation package which is competitive and therefore enables it to attract and retain, high-caliber executive personnel;

compensation programs with its short-term and long-term strategic plan and business objectives;

achievement of business objectives and enhancement of stockholder value by providing executive management log-term incentive through

equity ownership.

Providing a total compensation

package which is competitive and therefore enables it to attract and retain, high-caliber executive personnel;

Integrating compensation

programs with its short-term and long-term strategic plan and business objectives;

Encouraging achievement

of business objectives and enhancement of stockholder value by providing executive management log-term incentive through equity ownership.

Company may compensate its officers with cash compensation, common stock and common stock options.

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of the date of this filing, the Company has two executives.

on January 1, 2021, Ben Slager, CEO, has an employment contract to receive a salary of $360,000 per annum until at least June 30, 2022.

He received a $40,000 bonus in early 2021 and has health insurance covered.

In 2021, he also received his back pay from multiple prior

The board awarded one months’ salary as a bonus to all employees employed in 2020 who remained employed in 2021.

he must be given 6-months’ notice of termination, and shall receive a severance package of one-month’s pay in addition to

the 6-months’ notice, or 3 months’ salary if he dies.

If there is a change of control, all his options shall vest.

on January 1, 2021, Ben Slager, CEO, has an employment contract to receive a salary of $360,000 per annum.

He received a $42,000 bonus

in 2022 and has health insurance covered.

In 2021, he also received his back pay from multiple prior years.

In 2022, additional back

pay was paid to offset the higher tax bracket that resulted from having been paid multiple years back pay in a single year.

awarded one months’ salary as a bonus to all employees employed in 2020 who remained employed in 2021.

He also received a $40,000

bonus in 2021.

In addition, he must be given 6-months’ notice of termination, and shall receive a severance package of one-month’s

pay in addition to the 6-months’ notice, or 3 months’ salary if he dies.

If there is a change of control, all his options

January 1, 2021, Anthony Santelli, CFO, has an employment contract to receive a salary of $250,000 per annum, and may not be terminated

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Santelli became COO, plus interest of $11,152.

following table sets forth the compensation paid by the Company to its officers and directors for the fiscal years ended December 31,

following tables set forth the compensation paid by the Company to its officers and directors for the fiscal years ended December 31,

2022, and December 31, 2021.

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The compensation discussed addresses all compensation awarded to or paid to its named executive officers.

Incentive Plans

Deferred Comp on Earnings

Principal Position

Option Awards (1)

Non-Equity Incentive Plans

Non-Qualified Deferred Comp on Earnings

Other (back pay)

Benjamin Slager

Anthony Santelli II

note 3 to the audited financial statements included in this prospectus for assumptions used in valuation.

EQUITY AWARDS

of Plan-Based Awards

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Unearned

of Securities Underlying Unexercised Options (#) Unexercisable (1)

Exercise Price

Expiration Date

Ben Slager, CEO

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Unearned

Number of Securities Underlying Unexercised Options (#) Unexercisable (1)

Option Exercise Price

Option Expiration Date

Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

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Anthony Santelli, CFO Director

Zimeri, Director

Peter Zimeri, Director

Issued to Management

of Plan-Based Awards

Unexercisable

of December 31, 2021.

Number of Securities Underlying Unexercised Warrants (#) Exercisable

Number of Securities Underlying Unexercised Warrants (#) Unexercisable (1)

Warrant Exercise Price ($)

Warrant Expiration Date

As of December 31, 2022.

Equity Awards at Fiscal Year End

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valued at $414,850.

Versus Performance Disclosure Table

of Initial Fixed $100 Investment Based on:

Compensation on Table Total for PEO

Actually Paid to PEO (1)

Compensation on Table Total for Non-PEO NEOs

Compensation Actually Paid to Non-PEO NEOs (2)

Shareholder Return

Shareholder Return of Peer Group

$ (3,964,483 )

$ (2,139,310 )

$ (2,181,127 )

$ (9,421,143 )

Negative figures due to cancellation of previously

issued vested options.

Negative figures due to cancellation of previously

issued vested options.

2018 Net Loss was largely due to prior management,

and 2019 gains due to wiping out debt in Chapter 11.

Narrative Disclosures

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Some directors have been accruing that as back pay.

A resolution dated February 27, 2023, granted each board member 500,000 options that vest when the Company uplists to a major exchange.

following table sets forth compensation we paid to our non-officer directors during the year ended December 31, 2021:

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($) (1)

All Other Compensation (S)

Chris Kneppers

See note 3 to the audited financial statements included in this prospectus for assumptions used in valuation.

– SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of February 1, 2022,

following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of March 1, 2023,

(i) each current director;

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respect to the shares indicated.

of Shares (2)

Name and Address

No of Shares (2)

Benjamin Slager (3)

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Palm Beach Gardens, FL 33410

All officers and directors

as a group (five persons)

Chris Jemapete (7)

Irvington Court

Aurora, CO 80016

Chris and Angela Kneppers (9)

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

All officers and directors as a group (seven persons)

Steven Sadaka (10)

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Weston, FL 33331

Chris and Angela Kneppers

102 Grand View Avenue

Hopewell, NJ 08525

percentages in this table are based upon 274,003,883 shares of common stock issued and outstanding as of December 31, 2021, and assumes

the persons vested options and warrants are exercised but none other.

ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment

power with respect to the shares.

Shares of Common Stock subject to options or warrants currently exercisable or exercisable within

60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding

for computing the percentage of any other person.

15,000,000 shares owned by the Benjamin Slager 2021 Irrevocable Trust;

and shares underlying 11,000,000 fully vested and exercisable

employee options owned by Benjamin Slager.

Benjamin Slager also has 5,000,000 additional employee options awarded that will vest

with the commercialization of the CTS 2.0 system, unless the company enters into a merger or purchase agreement, at which time all

options shall vest immediately.

23,366,803 shares, 260,136 fully vested and exercisable warrants, and 9,000,000 vested and exercisable employee options owned by

Anthony Santelli, II;

The percentages in this

table are based upon 296,631,770 shares of common stock issued and outstanding as of March 1, 2023, and assumes the persons vested

options and warrants are exercised but none other.

Beneficial ownership is

determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect

to the shares.

Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed

outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing

the percentage of any other person.

Includes 500,000 exercisable

warrants obtained as part of a private placement in the Company;

15,000,000 shares owned by the Benjamin Slager 2021 Irrevocable

and shares underlying 11,000,000 fully vested and exercisable employee options owned by Benjamin Slager.

Benjamin Slager also

has 5,000,000 additional employee options awarded that will vest with the commercialization of the CTS system, unless the company

enters into a merger or purchase agreement, at which time all options shall vest immediately.

He has also been granted 6,000,000

options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 23,366,803 shares,

260,136 fully vested and exercisable warrants, and 9,000,000 vested and exercisable employee options owned by Anthony Santelli, II;

3,476,775 shares and 735,136 fully vested and exercisable warrants owned by AES Capital Partners, LP;

shares and 3,125,000 fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP;

and 135,136 shares and 135,136

fully vested and exercisable warrants owned by Santelli Partners, three entities controlled by Anthony Santelli, II.

Anthony Santelli

also has 5,000,000 additional employee options awarded that will vest with the commercialization of the CTS 2.0 system, unless the

company enters into a merger or purchase agreement, at which time all options shall vest immediately.

100,000 fully vested and exercisable options.

7,980,128 shares and 5,716,814 fully vested warrants.

7,400,000 shares held by Chris Jemapete and 4,275,000 held jointly by Chris and Pamela Jemapete, his spouse.

An additional 5,000,000

are owned by his spouse.

10,303,674 shares owned by Steven Sadaka, and 8,097,351 shares owned by SLMJ Rocky Opportunity Trust controlled by Steven Sadaka.

He exercised all his warrants into shares in 2021.

16,838,972 shares owned communally.

8,026,177 shares and 3,625,000

fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP, two entities controlled by Anthony Santelli, II.

Anthony Santelli also has 5,000,000 additional employee options awarded that will vest with the commercialization of the CTS system,

unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately.

He has also been

granted 4,000,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

Charles Sills also has

1 million options that vest upon obtaining an offtake agreement;

and 500,000 options that will vest if the Company uplists to the

Nasdaq or NYSE.

Includes 500,000 fully

vested and exercisable options.

George Bolton also has 500,000 options that vest over time;

1 million options that vest upon obtaining

an offtake agreement;

and 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 100,000 fully

vested and exercisable options.

Peter Zimeri also has 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

Edmund Burke also has 500,000

options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 19,517,937 shares

owned communally, and 2,333,333 fully vested and exercisable warrants.

Chris Kneppers also has 500,000 options that will vest if

the Company uplists to the Nasdaq or NYSE.

Includes 10,303,674 shares

owned by Steven Sadaka, and 8,097,351 shares owned by SLMJ Rocky Opportunity Trust controlled by Steven Sadaka.

Company is not aware of any person who owns of record, or is known to own beneficially, five percent (5%) or more of the outstanding

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– CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

board resolution was passed on February 13, 2020, that pledged the patents and pending patents to secure the back pay claims of Ben

Slager, CEO, Anthony Santelli, CFO, and Charles Sills, Director.

This was done to ensure the continued involvement of management

to build the Company while they continue to be owed back pay.

notes payable, convertible notes, and contingent liabilities issued to related parties are described in NOTE 5 above.

A board resolution was

passed on February 13, 2020, that pledged the patents and pending patents to secure the back pay claims of Ben Slager, CEO, Anthony

Santelli, CFO, and Charles Sills, Director.

This was done to ensure the continued involvement of management to build the Company

while they continue to be owed back pay.

Short-term notes payable,

convertible notes, and contingent liabilities issued to related parties are described in NOTE 6 above.

officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business

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The Company has not formulated a policy for the resolution of such conflicts.

Company currently has four (4) independent directors within the meaning of Nasdaq Marketplace Rule 4200.

With four (4) independent directors,

Company currently has five (5) independent directors within the meaning of Nasdaq Marketplace Rule 4200.

With five (5) independent directors,

the company feels that the current board can competently perform the functions that an independent Board of Directors should provide.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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