What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-08-07 compared with 2023-05-09 · 79 added, 48 removed, 128 unchanged (50% of the section changed)

43 unchanged sentences

solar modules.

March 11, 2023, Spencer Hall notified the Company of his decision to resign as a director of the Company effective March 11, 2023.

Hall’s resignation was not the result of any disagreement with the Company or any matter relating to the Company’s operations,

policies or practices.

of New Officer and Director

March 14, 2023, we appointed Mr.

Steve Hill as the Vice President and a Director of the Company, effective as of March 20, 2023.

11, 2023, we entered into an employment offer letter with Mr.

Hill (the “Employment Offer Agreement”).

Pursuant to the terms

of the Employment Offer Agreement, Mr.

Hill is entitled to an annual base salary of $250,000.

Hill will also receive 50,000,000 stock

options, each to vest over a three-year period and subject to a six-month cliff.

Executive Officer Base Salary Adjustment

March 14, 2023, the Board approved an increase to the base salary of David Lee, the Company’s Chief Executive Officer, resulting

in a base salary of $300,000, effective March 1, 2023.

of Chief Executive Officer

June 15, 2023, Mr.

David Lee resigned from his position as Chief Executive Officer of the Company.

Lee will continue to serve as

the Company’s President, Acting Chief Financial Officer and Chairman of the board of directors.

of New Chief Executive Officer

June 15, 2023, the Company appointed Mr.

Steven Hill as Chief Executive Officer of the Company.

Hill was appointed as Vice President

and a Director of the Company in March 2023.

June 28, 2023, we entered into a Research Agreement (the “Agreement”) with The Regents of the University of California (the

“University”), on behalf of its Santa Barbara Campus.

Pursuant to the Agreement, the University will perform certain research

with respect to Thermochemical Water Splitting for Hydrogen Production from Water.

The Agreement provides that the research will be completed

under the direction of Professors Phillip Christopher and Eric McFarland, who will serve as principal Investigators.

The Agreement also

sets forth the rights to any data or information developed by the University under the Agreement, as well as the ownership of any patentable

developments or discoveries arising from the Agreement.

The effective date of the Agreement is August 1, 2023 and the term of the Agreement

runs through July 31, 2025.

of Critical Accounting Policies

23 unchanged sentences

Issued Accounting Pronouncements

reviewed currently issued pronouncements during the three months ended March 31, 2023, and does not believe that any other recently issued,

reviewed currently issued pronouncements during the six months ended June 30, 2023, 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 March 31, 2023 Compared to the Three Months Ended March 31, 2022.

of Operations – Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022.

and Administrative Expenses

and administrative (“G&A”) expenses decreased by $964,121 to $1,615,938 for the three months ended March 31, 2023, compared

to $2,580,059 for the prior period ended March 31, 2022.

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

value of non-cash stock compensation of $905,100, a decrease in professional fees in the amount of $18,442, a decrease in salaries of

$29,135, with an overall decrease in G&A expenses of $11,444.

and administrative (“G&A”) expenses decreased by $2,578,605 to $651,040 for the three months ended June 30, 2023,

compared to $3,229,645 for the prior period ended June 30, 2022.

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

decrease in fair value of non-cash stock compensation of $2,645,209, with an overall increase in G&A expenses of

and Development

and Development (“R&D”) expenses decreased by $205,546 to $15,000 for the three months ended March 31, 2023, compared

to $220,546 for the prior period ended March 31, 2022.

and Development (“R&D”) expenses decreased by $220,546 to $10,000 for the three months ended June 30, 2023, compared

to $230,546 for the prior period ended June 30, 2022.

This overall decrease in R&D expenses was the result of a decrease in outside

research fees.

and amortization expense for the three months ended March 31, 2023 and 2022 was $1,026 and $1,091, respectively.

and amortization expense for the three months ended June 30, 2023 and 2022 was $1,027 and $1,070, respectively.

Income/(Expenses)

income and (expenses) decreased by $170 to $464 for the three months ended March 31, 2023, compared to $634 for the prior period ended

March 31, 2022.

income and (expenses) decreased by $151 to $449 for the three months ended June 30, 2023, compared to $601 for the prior period ended

June 30, 2022.

The decrease in other income and (expenses) was the result of a decrease in interest income of $151.

The decrease in

other income and (expenses) was primarily due to the net change in interest income.

The decrease in other

income and (expenses) was primarily due to the net change in interest income.

Income (Loss)

net loss for the three months ended March 31, 2023 was $1,631,500, compared to $2,801,062 for the prior period ended March 31, 2022.

The decrease in net loss was due to a decrease in non-cash other income associated with the net change in stock option expense 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.

net loss for the three months ended June 30, 2023 was $661,618, compared to $3,460,660 for the prior period ended June 30, 2022.

decrease in net loss was due to a decrease in non-cash other income associated with the net change in stock option expense in the current

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 were subject to significant changes from period to period and to management’s judgment;

1 unchanged sentence

The Company has not generated any revenues.

of Operations – Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022.

and Administrative Expenses

and administrative (“G&A”) expenses decreased by $3,542,726 to $2,266,978 for the six months ended June 30, 2023, compared

to $5,809,704 for the prior period ended June 30, 2022.

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

value of non-cash stock compensation of $3,550,308, with an overall increase in G&A expenses of $7,582.

and Development

and Development (“R&D”) expenses decreased by $426,092 to $25,000 for the six months ended June 30, 2023, compared to

$451,092 for the prior period ended June 30, 2022.

This overall decrease in R&D expenses was the result of a decrease in outside

research fees.

and amortization expense for the six months ended June 30, 2023 and 2022 was $2,053 and $2,161, respectively.

Income/(Expenses)

income and (expenses) decreased by $322 to $913 for the six months ended June 30, 2023, compared to $1,235 for the prior period ended

June 30, 2022.

The decrease in other income and (expenses) was the result of a decrease in interest income of $322.

The decrease in other

income and (expenses) was primarily due to the net change in interest income.

Income (Loss)

net loss for the six months ended June 30, 2023 was $2,293,118, compared to $6,261,722 for the prior period ended June 30, 2022.

majority of the decrease in net loss was due to a decrease in non-cash other income associated with the net change in stock option expense

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 were subject to significant changes from period to period and to management’s

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

The Company has not generated any revenues.

AND CAPITAL RESOURCES

7 unchanged sentences

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

During the three

months ended March 31, 2023, we did not generate any revenues, and recognized a net loss of $1,631,500, due to a change in non-cash stock

During the six

months ended June 30, 2023, we did not generate any revenues, and recognized a net loss of $2,293,118, due to a change in non-cash stock

compensation, and cash of $422,098 used in operations.

As of March 31, 2023, we had working capital of $4,688,939 and a shareholders’

As of June 30, 2023, we had working capital of $4,426,846 and a shareholders’

equity of $967,096.

7 unchanged sentences

dilution for our stockholders, in case of equity financing.

of March 31, 2023, we had working capital of $4,688,939 compared to $4,845,188 for the year ended December 31, 2022.

of June 30, 2023, we had working capital of $4,426,846 compared to $4,845,188 for the year ended December 31, 2022.

This decrease in

working capital was due primarily to a decrease in cash.

the three months ended March 31, 2023, we used $194,320 of cash for operating activities, as compared to $458,446 for the prior period

ended March 31, 2022.

the six months ended June 30, 2023, we used $422,098 of cash for operating activities, as compared to $866,147 for the prior period ended

June 30, 2022.

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

fees and research and development cost.

cash provided from equity financing activities was $0 for the three months ended March 31, 2023, as compared to $1,000 for the prior

period ended March 31, 2022.

cash provided from equity financing activities was $0 for the six months ended June 30, 2023, as compared to $1,000 for the prior period

ended June 30, 2022.

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.

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, 2022, expressed substantial

1 unchanged sentence

Our financial statements as of

March 31, 2023 have been prepared under the assumption that we will continue as a going concern.

June 30, 2023 have been prepared under the assumption that we will continue as a going concern.

Our ability to continue as a going concern

14 unchanged sentences

its current operating plan and condition.

We expect increased expenses during the second quarter of 2023 as we ramp up prototyping efforts

We expect increased expenses during the third quarter of 2023 as we ramp up prototyping efforts

for electrolyzer incorporating our catalyst technology as well as commence an additional related technology program.

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