What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-08 compared with 2021-08-09 · 111 added, 106 removed, 92 unchanged (70% of the section changed)

26 unchanged sentences

Hydrogen production.

Green Hydrogen is the term use to refer to Hydrogen fuel that is created using renewable energy instead of fossil

Green Hydrogen is the term used to refer to Hydrogen fuel that is created using renewable energy instead of fossil

is the cleanest and most abundant fuel in the universe.

2 unchanged sentences

does not exist in its pure form on Earth so it must be extracted.

For centuries, scientists have known how to electricity to split water

into hydrogen and oxygen using a device called an electrolyzer.

Electrolyzers installed behind a solar farm or wind farm can use renewable

electricity to split water, thereby producing Green Hydrogen.

For centuries, scientists have known how to use electricity to split

water into hydrogen and oxygen using a device called an electrolyzer.

Electrolyzers installed behind a solar farm or wind farm can use

renewable electricity to split water, thereby producing Green Hydrogen.

However, modern electrolyzers still cost too much.

The chemical catalysts

that enable the water-splitting reactions are currently made from platinum and iridium – both are very expensive precious metals.

catalysts that enable the water-splitting reactions are currently made from platinum and iridium – both are very expensive precious

These catalysts account for nearly 50% of the cost of the electrolyzer.

28 unchanged sentences

Issued Accounting Pronouncements

reviewed currently issued pronouncements during the three months ended June 30, 2021, and does not believe that any other recently issued,

but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed unaudited

reviewed currently issued pronouncements during the three months ended September 30, 2021, and does not believe that any other recently

issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed unaudited

financial statements.

of Operations – Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020.

of Operations – Three Months Ended September 30, 2021 Compared to the Three Months Ended September 30, 2020.

and Administrative Expenses

and administrative (“G&A”) expenses increased by $3,537,072 to $3,637,312 for the three months ended June 30, 2021, compared

to $100,240 for the prior period ended June 30, 2020.

The primary increase in G&A expenses was the result of an increase in fair

value of non-cash stock compensation of $3,451,410, an increase in professional fees in the amount of $9,141, and an increase in salaries

of $67,750, and an overall increase of $8,771.

and administrative (“G&A”) expenses increased by $2,399,249 to $2,521,726 for the three months ended September 30, 2021,

compared to $122,477 for the prior period ended September 30, 2020.

The primary increase in G&A expenses was the result of an increase

in fair value of non-cash stock compensation of $2,312,480, an increase in professional fees in the amount of $24,192, and an increase

in salaries of $55,750, and an overall increase in expenses of $6,827.

and Development

and Development (“R&D”) expenses increased by $211,564 to $251,776 for the three months ended June 30, 2021, compared

to $40,212 for the prior period ended June 30, 2020.

This overall increase in R&D expenses was the result of an increase in outside

research fees.

expense for the three months ended June 30, 2021 and 2020 was $1,091 and $1091, respectively.

and Development (“R&D”) expenses increased by $213,824 to $248,574 for the three months ended September 30, 2021, compared

to $34,750 for the prior period ended September 30, 2020.

This overall increase in R&D expenses was the result of an increase in

outside research fees.

expense for the three months ended September 30, 2021 and 2020 was $1,092 and $1092, respectively.

Income/(Expenses)

income and (expenses) decreased by $6,040,561 to $235,235 for the three months ended June 30, 2021, compared to $6,275,796 for the prior

period ended June 30, 2020.

The decrease in other income and (expenses) was the result of a decrease in non-cash gain on change in fair

value of the derivative instruments of $6,257,372, an increase in interest income of $914, with a decrease in interest expense of $215,897,

which includes non-cash expense of amortization of debt discount in the amount of $13,338.

The decrease in other income and (expenses)

was primarily due to the net change in the fair value of the derivative instruments.

income and (expenses) decreased by $15,968,250 to $64,443 for the three months ended September 30, 2021, compared to $15,903,807 for

the prior period ended September 30, 2020.

The decrease in other income and (expenses) was the result of a decrease in non-cash loss

on change in fair value of the derivative instruments of $15,768,505, an increase in interest income of $1,600, with a decrease in interest

expense of $198,145, which includes non-cash expense of amortization of debt discount in the amount of $134,211.

The decrease in other

income and (expenses) was primarily due to the net change in the fair value of the derivative instruments.

Income (Loss)

net loss for the three months ended June 30, 2021 was $3,654,944, compared to a net income of $6,134,253 for the prior period ended June

The increase in net loss was due to an increase in non-cash other income (expenses) associated with the net change in derivative

instruments estimated each period.

These estimates are based on multiple inputs, including the market price of our stock, interest rates,

our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities

of certain outcomes based on management projections.

These inputs are subject to significant changes from period to period and to management’s

therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation

may be material.

net loss for the three months ended September 30, 2021 was $2,706,949, compared to a net loss of $16,062,126 for the prior period ended

September 30, 2020.

The decrease in net loss was due to a decrease in non-cash other income (expenses) associated with the net change

in derivative instruments estimated each period.

These estimates are based on multiple inputs, including the market price of our stock,

interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements

and probabilities of certain outcomes based on management projections.

These inputs are subject to significant changes from period to

period and to management’s judgment;

therefore, the estimated fair value of the derivative liabilities will fluctuate from period

to period, and the fluctuation may be material.

The Company has not generated any revenues.

of Operations – Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020.

of Operations – Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020.

and Administrative Expenses

expenses increased by $18,219,771 to $18,438,830 for the six months ended June 30, 2021, compared to $219,059 for the prior period ended

June 30, 2020.

The primary increase in G&A expenses was the result of an increase in fair value of non-cash stock compensation of

$17,813,834, an increase in professional fees in the amount of $278,012, and an increase in salaries and payroll tax expenses of $118,448,

with an overall increase of $9,477.

expenses increased by $20,619,020 to $20,960,556 for the nine months ended September 30, 2021, compared to $341,536 for the prior period

ended September 30, 2020.

The primary increase in G&A expenses was the result of an increase in fair value of non-cash stock compensation

of $20,126,314, an increase in professional fees in the amount of $302,204, and an increase in salaries and payroll tax expenses of $178,133,

with an overall increase in expenses of $12,369.

and Development

expenses increased by $424,608 to $508,440 for the six months ended June 30, 2021, compared to $83,832 for the prior period ended June

expenses increased by $638,432 to $757,014 for the nine months ended September 30, 2021, compared to $118,582 for the prior period ended

September 30, 2020.

This overall increase in R&D expenses was the result of an increase in outside research fees.

and amortization expense for the six months ended June 30, 2021 and 2020 was $2,182 and $2,182, respectively.

and amortization expense for the nine months ended September 30, 2021 and 2020 was $3,274 and $3,274, respectively.

Income/(Expenses)

income and (expenses) increased by $66,690,371 to $66,064,185 for the six months ended June 30, 2021, compared to $(626,186) for the

prior period ended June 30, 2020.

The increase in other income and (expenses) was the result of a decrease in non-cash loss on change

in fair value of the derivative instruments of $29,870,468, an increase in gain on extinguishment of convertible debt for equity of $96,666,293,

an increase in interest income of $1,273, and an increase in interest expense of $106,727, which includes non-cash expense of amortization

of debt discount in the amount of $128,319.

The increase in other income and (expenses) was primarily due to the net change in the fair

value of the derivative instruments.

income and (expenses) increased by $82,658,621 to $66,128,628 for the nine months ended September 30, 2021, compared to $16,529,993 for

the prior period ended September 30, 2020.

The increase in other income and (expenses) was the result of a increase in non-cash loss

on change in fair value of the derivative instruments of $14,101,963, an increase in gain on extinguishment of convertible debt for equity

of $96,666,293, an increase in interest income of $2,873, and a decrease in interest expense of $91,418, which includes non-cash expense

of amortization of debt discount in the amount of $5,892.

The increase in other income and (expenses) was primarily due to the net change

in the fair value of the derivative instruments.

Income (Loss)

net income for the six months ended June 30, 2021 was $47,114,733, compared to a net loss of $931,259 for the prior period ended June

The increase in net income was due to an increase in non-cash other income (expenses) associated with the net change in derivative

instruments estimated each period.

These estimates are based on multiple inputs, including the market price of our stock, interest rates,

our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities

of certain outcomes based on management projections.

These inputs are subject to significant changes from period to period and to management’s

therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation

may be material.

net income for the nine months ended September 30, 2021 was $44,407,784, compared to a net loss of $16,993,385 for the prior period ended

September 30, 2020.

The increase in net income was due to an increase in non-cash other income (expenses) associated with the net change

in derivative instruments estimated each period.

These estimates are based on multiple inputs, including the market price of our stock,

interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements

and probabilities of certain outcomes based on management projections.

These inputs are subject to significant changes from period to

period and to management’s judgment;

therefore, the estimated fair value of the derivative liabilities will fluctuate from period

to period, and the fluctuation may be material.

The Company has not generated any revenues.

8 unchanged sentences

financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern.

During the six

months ended June 30, 2021, we did not generate any revenues, and recognized net income of $47,114,733, due to an overall change in non-cash

derivative liability, and used cash of $1,264,374 in operations.

As of June 30, 2021, we had working capital of $7,672,346 and a shareholders’

equity of $7,706,359.

the six months ended June 30, 2021, we obtained funding through the sale of shares of our common stock and our convertible debt.

During the nine

months ended September 30, 2021, we did not generate any revenues, and recognized net income of $44,407,784, due to an overall change

in non-cash derivative liability, and used cash of $1,720,030 in operations.

As of September 30, 2021, we had working capital of $7,281,967

and a shareholders’ equity of $7,314,889.

the nine months ended September 30, 2021, we obtained funding through the sale of shares of our common stock and convertible debt.

believes that we will be able to continue to raise funds through the sale of our securities to existing and new investors.

6 unchanged sentences

dilution for our stockholders, in case of equity financing.

of June 30, 2021, we had working capital of $7,672,346 compared to a working capital deficit of $150,532,859 for the year ended December

This increase in working capital was due primarily to an increase in cash, and prepaid expenses, with a decrease in accrued

expenses, convertible debt and derivative liability associated with our outstanding notes.

the six months ended June 30, 2021, we used $1,264,374 of cash for operating activities, as compared to $152,626 for the year ended December

The increase in the use of cash for operating activities for the current period was a result of an increase in prepaid expense.

Cash provided from equity financing

activities was $8,973,700 for the six months ended June 30, 2021, as compared to $265,500 for the prior period ended June 30, 2020.

increase was due to equity financing during the current period.

Our capital needs have primarily been met from the proceeds of the sale

of our securities, as we currently have not generated any revenues.

Our independent auditors, in their

report on our audited financial statements for the year ended December 31, 2020, expressed substantial doubt about our ability to continue

as a going concern.

Our financial statements as of June 30, 2021 have been prepared under the assumption that we will continue as a going

Our ability to continue as a going concern ultimately is dependent upon our ability to generate revenue, which is dependent upon

our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable

Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PLAN OF OPERATION AND FINANCING NEEDS

We are engaged in the development

of innovative technologies to significantly reduce or replace catalysts made from rare earth materials with catalysts made from inexpensive

earth abundant materials in electrolyzers to lower the cost of producing Green Hydrogen.

Our plan of operation within the

next three months is to utilize our cash balances to work on developing catalyst technologies for producing Green Hydrogen.

that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses

for the next twenty four months.

Management estimates that it will require additional cash resources during 2023, based upon its current

operating plan and condition.

We do not expect increased expenses during the third quarter of 2021.

There is no assurance that capital

in any form would be available to us, and if available, on terms and conditions that are acceptable.

If we are unable to obtain sufficient

funds during the next twenty four months, we may be forced to reduce the size of our organization, which could have a material adverse

impact on, or cause us to curtail and/or cease the development of our products

Off-Balance Sheet Arrangements

As of June 30, 2021, we did not

have any off- balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues,

result of operations, liquidity or capital expenditures.

of September 30, 2021, we had working capital of $7,281,967 compared to a working capital deficit of $150,532,859 for the year ended

December 31, 2020.

This increase in working capital was due primarily to an increase in cash, and prepaid expenses, with a decrease in

accrued expenses, convertible debt and derivative liability associated with our outstanding notes.

the nine months ended September 30, 2021, we used $1,720,030 of cash for operating activities, as compared to $16,326,644 for the year

ended December 31, 2020.

The increase in the use of cash for operating activities for the current period was a result of an increase

in prepaid expense.

cash provided from equity financing activities was $8,666,700 for the nine months ended September 30, 2021, as compared to $265,500 for

the prior period ended September 30, 2020.

The increase was due to equity financing during the current period.

Our capital needs have

primarily been met from the proceeds of the sale of our securities, as we currently have not generated any revenues.

independent auditors, in their report on our audited financial statements for the year ended December 31, 2020, expressed substantial

doubt about our ability to continue as a going concern.

Our financial statements as of September 30, 2021 have been prepared under the

assumption that we will continue as a going concern.

Our ability to continue as a going concern ultimately is dependent upon our ability

to generate revenue, which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies

and, ultimately, to achieve profitable operations.

Our financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

OF OPERATION AND FINANCING NEEDS

are engaged in the development of innovative technologies to significantly reduce or replace catalysts made from rare earth materials

with catalysts made from inexpensive earth abundant materials in electrolyzers to lower the cost of producing Green Hydrogen.

plan of operation within the next three months is to utilize our cash balances to work on developing catalyst technologies for producing

Green Hydrogen.

We believe that our current cash and investment balances will be sufficient to support development activity and general

and administrative expenses for the next thirty-six months.

Management estimates that it will require additional cash resources during

2024, based upon its current operating plan and condition.

We do not expect increased expenses during the fourth quarter of 2021.

is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable.

we are unable to obtain sufficient funds during the next thirty-six months, we may be forced to reduce the size of our organization,

which could have a material adverse impact on, or cause us to curtail and/or cease the development of our products

Sheet Arrangements

of September 30, 2021, we did not have any off- balance sheet arrangements that are reasonably likely to have a current or future effect

on our financial condition, revenues, result of operations, liquidity or capital expenditures.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company,

as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide information required by this Item.

a smaller reporting company, as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide information required

by this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis