What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-05-13 compared with 2023-11-08 · 70 added, 101 removed, 92 unchanged (65% of the section changed)

23 unchanged sentences

and accompanying notes included in this report.

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

are a developer of clean energy technologies.

Our current focus is on developing a thermochemical green hydrogen production technology

to lower the cost of green hydrogen production.

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

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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.

the most common method of making green hydrogen is to split water into oxygen and hydrogen with an electrolyzer using green electricity

produced from solar or wind.

However, green electricity is and always will be very expensive.

It currently accounts for 73% of the cost

of green hydrogen.

By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost

of green hydrogen.

Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for

use in our novel low-cost thermochemical water splitting process.

Working with a world class research team at UC Santa Barbara, our goal

is to help usher in the green hydrogen economy that Goldman Sachs estimated to have a future market value of $12 trillion.

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

solar modules.

of Critical Accounting Policies

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Issued Accounting Pronouncements

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

reviewed currently issued pronouncements during the three months ended March 31, 2024, 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, 2023 Compared to the Three Months Ended September 30, 2022.

and Administrative Expenses

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 $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 $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.

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

Income (Loss)

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.

of Operations – Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023.

and Administrative Expenses

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 administrative (“G&A”) expenses decreased by $1,234,562 to $381,376 for the three months ended March 31, 2024, compared

to $1,615,938 for the prior period ended March 31, 2023.

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

value of non-cash stock compensation of $1,309,533, with an overall increase in G&A expenses of $74,971.

and Development

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.

and Development (“R&D”) expenses increased by $73,939 to $88,939 for the three months ended March 31, 2024, compared

to $15,000 for the prior period ended March 31, 2023.

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

research fees.

and Amortization Expense

and amortization expense for the three months ended March 31, 2024 and 2023 was $1,027 and $1,026, respectively.

Income/(Expenses)

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.

income and (expenses) decreased by $127 to $337 for the three months ended March 31, 2024, compared to $464 for the prior period ended

March 31, 2023.

The decrease in other income and (expenses) was the result of a decrease in interest income of $127.

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 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

net loss for the three months ended March 31, 2024 was $471,004, compared to $1,631,500 for the prior period ended March 31, 2023.

decrease in net loss was due to a decrease in non-cash expense` 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 stock options fluctuate, and the fluctuation may be material.

The Company has not

generated any revenues.

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 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.

During the three

months ended March 31, 2024, we did not generate any revenues, and recognized a net loss of $471,341, due to a change in non-cash stock

compensation, and cash of $431,405 used in operations.

As of March 31, 2024, we had working capital of $3,285,252 and a shareholders’

deficit of $177,578.

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

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dilution for our stockholders, in case of equity financing.

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.

of March 31, 2024, we had working capital of $3,285,252 compared to $3,678,942 for the year ended December 31, 2023.

This decrease in

working capital was due primarily to a decrease in cash.

the three months ended March 31, 2024, we used $431,405 of cash for operating activities, as compared to $194,320 for the prior period

ended March 31, 2023.

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

research and development cost, advertising and marketing, and salaries.

cash provided from equity financing activities for the three months ended March 31, 2024 and March 31, 2023 was $0.

There was no equity

financing during the current or prior 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, 2023, expressed substantial

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Our financial statements as of

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.

March 31, 2024 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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The Company’s current

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.

focus is on developing ThermoLoop™, a breakthrough technology that uses water and heat rather than electricity to potentially produce

the world’s lowest cost green hydrogen.

plan of operation within the next twelve months is to utilize our cash balances to maintain the existing ThermoLoop™ technology

development program at UCSB.

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

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its current operating plan and condition.

We do not expect increased expenses until early 2026 when we ramp up prototyping efforts related

to our thermochemical water splitting technology.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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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