What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-08 compared with 2023-08-07 · 100 added, 114 removed, 93 unchanged (70% of the section changed)

23 unchanged sentences

and accompanying notes included in this report.

are a developer of clean energy technologies.

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

Hydrogen production.

is the cleanest and most abundant fuel in the universe.

It is zero-emission and only produces water vapor when used.

However, hydrogen

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.

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

are developing technologies to significantly reduce or replace catalysts made from rare materials with catalysts made from inexpensive

earth abundant materials in electrolyzers to lower the cost of Green Hydrogen, thus help usher in a Green Hydrogen economy.

report, Goldman Sachs estimates that Green Hydrogen will be a $12 trillion market opportunity by 2050.

have previously developed an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV,

solar modules.

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.

are developing a breakthrough technology that uses clean energy and water to produce the world’s cheapest green hydrogen.

is the cleanest and most abundant element in the universe, and we can’t live without it.

Hydrogen is the key ingredient in making

fertilizers needed to grow food for the world.

It is also used for transportation, refining oil and making steel, glass, pharmaceuticals

Nearly all the hydrogen today is made from hydrocarbons like coal, oil, and natural gas, which are dirty and limited resources.

Water, on the other hand, is an infinite and renewable worldwide resource.

However, extracting hydrogen from water is an expensive process.

technology is mature and is currently the most reliable method to extract hydrogen from water.

Unfortunately, the chemical catalysts

that enable the water-splitting reactions in modern electrolyzers are currently made from platinum and iridium - both are very expensive

precious metals.

Working with a research team at UCLA, we are developing technologies to significantly reduce or replace catalysts made

from rare materials with catalysts made from inexpensive earth abundant materials in today’s electrolyzers to lower the cost of

Green Hydrogen.

This technology has moved from the discovery phase to the validation and optimization phase.

of today, however, high capital cost and its reliance on expensive electricity and clean water are the other reasons why electrolyzers

haven’t revolutionized the green hydrogen economy as everyone hoped.

To address these critical cost drivers, we are also developing

a revolutionary technology to efficiently split water using heat to produce cheap green hydrogen.

Working with a UCSB research team,

we are exploiting the oxidation reduction features of multi-component materials including high temperature liquids to directly split

water continuously in a series of chemical looping reactions, producing hydrogen and oxygen in separate reaction chambers.

If successful,

it will be a novel, first of its kind, high efficiency thermochemical water-splitter that uses low-cost common materials and common industrial

temperatures of less than 1,000°C to potentially produce the world’s cheapest green hydrogen.”

a 2020 report, Goldman Sachs estimated that Green Hydrogen will be a $12 trillion market opportunity by 2050.

of Critical Accounting Policies

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Issued Accounting Pronouncements

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

reviewed currently issued pronouncements during the nine months ended September 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 June 30, 2023 Compared to the Three Months Ended June 30, 2022.

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

and Administrative Expenses

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 administrative (“G&A”) expenses decreased by $2,243,799 to $350,548 for the three months ended September 30, 2023,

compared to $2,594,347 for the prior period ended September 30, 2022.

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

in fair value of non-cash stock compensation of $2,355,152, with an overall increase in G&A expenses of $111,353.

and Development

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 June 30, 2023 and 2022 was $1,027 and $1,070, respectively.

and Development (“R&D”) expenses decreased by $141,607 to $88,939 for the three months ended September 30, 2023, compared

to $230,546 for the prior period ended September 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 September 30, 2023 and 2022 was $1,027 and $1,070, respectively.

Income/(Expenses)

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.

income and (expenses) decreased by $874 to $421 for the three months ended September 30, 2023, compared to $1,295 for the prior period

ended September 30, 2022.

The decrease in other income and (expenses) was the result of a decrease in interest income of $874.

The decrease in other

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

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

Income (Loss)

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;

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.

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

net loss for the three months ended September 30, 2023 was $440,093, compared to $2,824,625 for the prior period ended September 30,

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 stock options fluctuate, and the fluctuation may be material.

The Company has not

generated any revenues.

of Operations – Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 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 administrative (“G&A”) expenses decreased by $5,786,526 to $2,617,526 for the nine months ended September 30, 2023,

compared to $8,404,052 for the prior period ended September 30, 2022.

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

in fair value of non-cash stock compensation of $5,905,461, with an overall increase in G&A expenses of $118,935.

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.

and Development (“R&D”) expenses decreased by $567,698 to $113,939 for the nine months ended September 30, 2023, compared

to $681,637 for the prior period ended September 30, 2022.

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

outside research fees.

and amortization expense for the nine months ended September 30, 2023 and 2022 was $3,080 and $3,188, 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.

income and (expenses) decreased by $1,195 to $1,335 for the nine months ended September 30, 2023, compared to $2,530 for the prior period

ended September 30, 2022.

The decrease in other income and (expenses) was the result of a decrease in interest income of $1,195.

The decrease in other

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

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.

net loss for the nine months ended September 30, 2023 was $2,733,210, compared to $9,086,347 for the prior period ended September 30,

The 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.

therefore, the estimated fair value of the stock options fluctuate, and the fluctuation may be material.

The Company has not

generated any revenues.

AND CAPITAL RESOURCES

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

During the nine

months ended September 30, 2023, we did not generate any revenues, and recognized a net loss of $2,734,545, due to a change in non-cash

stock compensation, and cash of $790,889 used in operations.

As of September 30, 2023, we had working capital of $4,055,886 and a shareholders’

equity of $595,110.

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dilution for our stockholders, in case of equity financing.

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 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 six months ended June 30, 2023, as compared to $1,000 for the prior period

ended June 30, 2022.

of September 30, 2023, we had working capital of $4,055,886 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 nine months ended September 30, 2023, we used $790,889 of cash for operating activities, as compared to $1,250,049 for the prior

period ended September 30, 2022.

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

in research and development cost.

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

period ended September 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

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

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.

September 30, 2023 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

1 unchanged sentence

The Company’s current

focus is on developing lower cost replacements for precious metal based catalysts for hydrogen electrolyzers.

plan of operation within the next twelve months is to utilize our cash balances to expand the existing electrolyzer technology program

focused on significantly reducing or replacing rare materials in electrolyzers with inexpensive earth abundant materials to help usher

in a Green Hydrogen economy.

focus is on developing lower cost replacements for precious metal based catalysts for existing hydrogen electrolyzers and developing

a high efficiency thermochemical water splitting technology using heat to produce the cheapest green hydrogen comparable to the cost

of producing gray hydrogen made from fossil fuels.

plan of operation within the next twelve months is to utilize our cash balances to continue funding the two sponsored research programs

at UCSB and UCLA, as well as further solidifying our brand and social media presence in the hydrogen technology sector.

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

2 unchanged sentences

its current operating plan and condition.

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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

2 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