What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-09 compared with 2021-11-08 · 77 added, 111 removed, 92 unchanged (67% of the section changed)

18 unchanged sentences

We are under no duty to update any of the forward-looking statements after the date of this quarterly report.

written and oral forward looking statements attributable to us or to persons acting in our behalf are expressly qualified in their entirety

by the cautionary statements and risk factors set forth in our annual report on Form 10-K filed with the SEC on February 16, 2021, and

in other reports filed by us with the SEC.

written and oral forward looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety

by the cautionary statements and risk factors set forth in our annual report on Form 10-K filed with the SEC on March 31, 2022, and in

other reports filed by us with the SEC.

should read the following description of our financial condition and results of operations in conjunction with the financial statements

and accompanying notes included in this report.

are a developer of clean energy technologies.

are a developer of Green Hydrogen technologies.

Our current focus is on developing an electrolyzer technology to lower the cost of Green

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

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.

For centuries, scientists have known how to utilize 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.

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

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

precious metals.

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

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Issued Accounting Pronouncements

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

reviewed currently issued pronouncements during the three months ended March 31, 2022, 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 September 30, 2021 Compared to the Three Months Ended September 30, 2020.

and Administrative Expenses

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

of Operations – Three Months Ended March 31 2022 Compared to the Three Months Ended March 31, 2021.

and Administrative Expenses

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 administrative (“G&A”) expenses decreased by $12,218,412 to $2,580,059 for the three months ended March 31, 2022,

compared to $14,798,471 for the prior period ended March 31, 2021.

The primary decrease in G&A expenses was the result of a decrease

in fair value of non-cash stock compensation of $11,983,101, a decrease in professional fees in the amount of $267,583, with an increase

in salaries of $26,229 and overall increase in G&A expenses of $6,043.

and Development

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 nine months ended September 30, 2021 and 2020 was $3,274 and $3,274, respectively.

and Development (“R&D”) expenses increased by $1,520 to $220,546 for the three months ended March 31, 2022, compared

to $219,026 for the prior period ended March 31, 2021.

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

research fees.

expense for the three months ended March 31, 2022 and 2021 was $1,091 and $1,091, respectively.

Income/(Expenses)

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 and (expenses) decreased by $65,828,317 to $634 for the three months ended March 31, 2022, compared to $65,828,951 for the prior

period ended March 31, 2021.

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

with the change in fair value of the derivative instruments of $66,376,522, a decrease in interest expense of $547,938, which includes

non-cash expense of amortization of debt discount in the amount of $435,762, with an increase in interest income of $267.

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 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,

net loss for the three months ended March 31, 2022 was $(2,801,062), compared to net income of $50,810,363 for the prior period ended

March 31, 2021.

The decrease in net income was due to a decrease in non-cash other income associated with the net change in derivative

instruments estimated in the current period.

These estimates were 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

These inputs were 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.

therefore, the estimated fair value of the derivative liabilities 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 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.

believes that funding from existing and prospective new investors and future revenue will provide the additional cash needed to meet

our obligations as they become due and will allow the development of our core business operations.

No assurance can be given that any

future financing will be available or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company

is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial

dilution for our stockholders, in case of equity financing.

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.

During the three

months ended March 31, 2022, we did not generate any revenues, and recognized a net loss of $2,801,062, due to a change in non-cash stock

compensation, and used cash of $458,446 in operations.

As of March 31, 2022, we had working capital of $6,236,308 and a shareholders’

equity of $2,781,734.

the three months ended March 31, 2022, we obtained funding through the sale of shares of our common stock.

Management believes that we

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

Management believes that funding

from existing and prospective new investors and future revenue will provide the additional cash needed to meet our obligations as they

become due and will allow the development of our core business operations.

No assurance can be given that any future financing will be

available or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company is able to obtain additional

financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders,

in case of equity financing.

of March 31, 2022, we had working capital of $6,236,308 compared to $6,655,953 for the year ended December 31, 2021.

This decrease in

working capital was due primarily to a decrease in cash.

the three months ended March 31, 2022, we used $458,446 of cash for operating activities, as compared to $587,294 for the prior period

March 31, 2021.

The decrease in the use of cash for operating activities for the current period was a result of a decrease in professional

cash provided from equity financing activities was $1,000 for the three months ended March 31, 2022, as compared to $4,398,350 for the

prior period ended March 31, 2021.

The decrease was due to less 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, 2021, 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.

Our financial statements as of March 31, 2022 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

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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.

and administrative expenses for the next twenty-four 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

We do expect increased expenses during the second quarter of 2022.

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

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

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

of March 31, 2022, 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.

3 unchanged sentences

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