−Removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
−Removed: AND RESULTS OF OPERATIONS.
−Removed: Special Note on Forward-Looking Statements.
−Removed: Certain statements in “Management’s
−Removed: Discussion and Analysis or Plan of Operation” below, and elsewhere in this annual report, are not related to historical results,
−Removed: and are forward-looking statements.
−Removed: Forward-looking statements present
−Removed: our expectations or forecasts of future events.
−Removed: You can identify these statements by the fact that they do not relate strictly to historical
−Removed: or current facts.
−Removed: These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,
−Removed: levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
−Removed: achievements expressed or implied by such forward-looking statements.
−Removed: Forward-looking statements frequently are accompanied by such words
−Removed: such as “may,” “will,” “should,” “could,” “expects,” “plans,”
+Added: DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
+Added: Note on Forward-Looking Statements.
+Added: statements in “Management’s Discussion and Analysis or Plan of Operation” below, and elsewhere in this annual report,
+Added: are not related to historical results, and are forward-looking statements.
+Added: Forward-looking
+Added: statements present our expectations or forecasts of future events.
+Added: You can identify these statements by the fact that they do not relate
+Added: strictly to historical or current facts.
+Added: These statements involve known and unknown risks, uncertainties and other factors that may cause
+Added: our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
+Added: performance or achievements expressed or implied by such forward-looking statements.
+Added: Forward-looking statements frequently are accompanied
+Added: by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,”
“intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential”
9 unchanged sentences
filed by us with the SEC.
−Removed: You should read the following
−Removed: description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes
−Removed: included in this annual report beginning on page F-1.
−Removed: We are a developer of clean energy
−Removed: technologies.
−Removed: Our current focus is on developing a thermochemical green hydrogen production technology to lower the cost of Green Hydrogen
−Removed: Hydrogen is the cleanest and
−Removed: most abundant element in the universe, and we can’t live without it.
−Removed: Hydrogen is the key ingredient in making fertilizers needed
−Removed: to grow food for the world.
−Removed: It is also used for transportation, refining oil and making steel, glass, pharmaceuticals and more.
−Removed: all the hydrogen today is made from hydrocarbons like coal, oil, and natural gas, which are dirty and limited resources.
−Removed: Water, on the
−Removed: other hand, is an infinite and renewable worldwide resource.
−Removed: Currently, the most common method
−Removed: of making green hydrogen is to split water into oxygen and hydrogen with an electrolyzer using green electricity produced from solar
+Added: should read the following description of our financial condition and results of operations in conjunction with the financial statements
+Added: and accompanying notes included in this annual report beginning on page F-1.
+Added: are a developer of clean energy technologies.
+Added: Our current focus is on developing a thermochemical green hydrogen production technology
+Added: to lower the cost of Green Hydrogen production.
+Added: is the cleanest and most abundant element in the universe, and we can’t live without it.
+Added: Hydrogen is the key ingredient in making
+Added: fertilizers needed to grow food for the world.
+Added: It is also used for transportation, refining oil and making steel, glass, pharmaceuticals
+Added: Nearly all the hydrogen today is made from hydrocarbons like coal, oil, and natural gas, which are dirty and limited resources.
+Added: Water, on the other hand, is an infinite and renewable worldwide resource.
+Added: the most common method of making green hydrogen is to split water into oxygen and hydrogen with an electrolyzer using green electricity
+Added: produced from solar or wind.
However, green electricity is and always will be very expensive.
−Removed: It currently accounts for 73% of the cost of green hydrogen.
−Removed: By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost of green hydrogen.
−Removed: Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for use in our novel
−Removed: low-cost thermochemical water splitting process.
−Removed: Working with a world class research team at UC Santa Barbara, our goal is to help usher
−Removed: in the green hydrogen economy that Goldman Sachs estimated to have a future market value of $12 trillion.
−Removed: We have previously developed
−Removed: an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV, solar modules.
−Removed: RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31,
−Removed: 2024 COMPARED TO THE YEAR ENDED DECEMBER 31, 2023
−Removed: Selling and Marketing Expenses
−Removed: Selling and marketing (“S&M”) expenses
−Removed: increased by $207,573 to $316,624 for the year ended December 31, 2024, compared to $109,051 for the prior year ended December 31, 2023.The
−Removed: increase in S&M expenses was the result of an increase in service providers of $112,749, an increase in website development and maintenance
−Removed: of $52,922, and an increase in ad campaigns and post-production services of 41,902.
−Removed: General and Administrative Expenses
−Removed: General and administrative (“G&A”)
−Removed: expenses decreased by $(1,731,903) to $1,131,312 for the year ended December 31, 2024, compared to $2,863,215 for the prior period December
−Removed: This decrease in G&A expenses was the result of a decrease in non-cash stock compensation of $(1,777,959), a decrease in
−Removed: professional fees of $(51,751), and a decrease of $(52,815) in other G&A expenses, with an increase in salaries of $86,218, and an
−Removed: increase in Other G&A expenses of $64,404.
−Removed: Research and Development
−Removed: Research and Development (“R&D”)
−Removed: expenses increased by $159,660 to $362,538 for the year ended December 31, 2024, compared to $202,878 for the prior period ended December
−Removed: This overall increase in R&D expenses was the result of an increase in corporate outside services.
−Removed: Depreciation and amortization Expense
−Removed: Depreciation and amortization
−Removed: expense for the years ended December 31, 2024 and 2023 was $4,106 and $4,106, respectively.
−Removed: Other Income/(Expenses)
−Removed: Other income and (expenses) decreased
−Removed: by $(1,336) to $1,718 of other expense for the year ended December 31, 2024, compared to $3,054 of other income for the prior period
−Removed: ended December 31, 2023.
+Added: It currently accounts for 73% of the cost
+Added: of green hydrogen.
+Added: By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost
+Added: of green hydrogen.
+Added: Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for
+Added: use in our novel low-cost thermochemical water splitting process.
+Added: Working with a world class research team at UC Santa Barbara, our goal
+Added: is to help usher in the green hydrogen economy that Goldman Sachs estimated to have a future market value of $12 trillion.
+Added: have previously developed an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV,
+Added: solar modules.
+Added: OF OPERATIONS - YEAR ENDED DECEMBER 31, 2025 COMPARED TO THE YEAR ENDED DECEMBER 31, 2024
+Added: and Marketing Expenses
+Added: and marketing (“S&M”) expenses increased by $84,322 to $400,946 for the year ended December 31, 2025, compared to $316,624
+Added: for the prior year ended December 31, 2024.The increase in S&M expenses was the result of an increase in service providers of $2,983,
+Added: an increase in website development and maintenance of $68,181, and a net increase in ad campaigns and post-production services of $13,158.
+Added: and Administrative Expenses
+Added: and administrative (“G&A”) expenses increased by $696,464 to $1,827,776 for the year ended December 31, 2025, compared
+Added: to $1,131,312 for the prior period December 31, 2024.
+Added: This increase in G&A expenses was the result of an increase in non-cash stock
+Added: compensation of $848,710, an increase in professional fees of $91,642, an increase in salaries of $11,667, with a decrease in Other G&A
+Added: expenses of $26,334.
+Added: and Development
+Added: and Development (“R&D”) expenses increased by $253,378 to $615,916 for the year ended December 31, 2025, compared to
+Added: $362,538 for the prior period ended December 31, 2024.
+Added: This overall increase in R&D expenses was the result of an increase in corporate
+Added: outside services and consultants.
+Added: and amortization Expense
+Added: and amortization expense for the years ended December 31, 2025 and 2024 was $3,282 and $4,106, respectively.
+Added: Income/(Expenses)
+Added: income and (expenses) decreased by $(3,641) to $977 of other expense for the year ended December 31, 2025, compared to $4,618 of other
+Added: income for the prior period ended December 31, 2024.
The decrease of $3,641 consisted of interest income and cash discounts combined.
−Removed: Our net loss was $3,177,532 for
−Removed: the year ended December 31, 2024, compared to a net loss of $12,085,528 for the prior period ended December 31, 2023.
−Removed: The decrease of
−Removed: $8,907,996 in net loss was due to a decrease in non-cash change in stock compensation expense.
+Added: net loss was $2,846,943 for the year ended December 31, 2025, compared to a net loss of $1,809,962 for the prior period ended December
+Added: The increase of $1,036,981 in net loss was due to an increase in overall expenses.
The Company has not generated any revenues.
−Removed: LIQUIDITY AND CAPITAL RESOURCES
−Removed: As of December 31, 2024, we had
−Removed: $2,118,257 in working capital as compared to $3,678,942 for the prior year ended December 31, 2023.
−Removed: The decrease in working capital was
−Removed: due primarily to a decrease in cash, prepaid expenses, and accounts payable.
−Removed: During the year ended December
−Removed: 31, 2024, the Company used $1,573,920 of cash for operating activities, as compared to $1,156,256 for the prior year ended December 31,
−Removed: The increase in the use of cash for operating activities was a result of an increase in professional fees of $51,751, advertising
−Removed: and marketing of $207,573, research and development of $156,660, with an overall increase of $1,320.
−Removed: The Company is focused on development
−Removed: of silicon anode additive technology for next generation lithium-ion batteries.
−Removed: Cash used in investing activities
−Removed: for the years ended December 31, 2024 and 2023 was $0, respectively.
−Removed: Cash provided from financing
−Removed: activities during the year ended December 31, 2024 and 2023 was $0, respectively.
−Removed: Our capital needs have primarily been met from the
−Removed: proceeds of convertible debt offerings and equity financing.
−Removed: We are currently in the development stage of our business and have no revenues.
−Removed: Our financial statements as of
−Removed: December 31, 2024 and 2023 have been prepared under the assumption that we will continue as a going concern.
−Removed: Our independent registered
−Removed: public accounting firm has issued their report dated March 25, 2025 that included an explanatory paragraph expressing substantial doubt
−Removed: in our ability to continue as a going concern without additional capital becoming available.
−Removed: Our ability to continue as a going concern
−Removed: ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing,
−Removed: attain further operating efficiencies and, ultimately, achieve profitable operations.
−Removed: Our financial statements do not include any adjustments
−Removed: that might result from the outcome of this uncertainty.
−Removed: PLAN OF OPERATION AND FINANCING NEEDS
−Removed: We are engaged in the development
−Removed: of clean energy technologies to lower the cost of producing green hydrogen.
−Removed: The Company’s current focus is on developing ThermoLoop™,
−Removed: a breakthrough technology that uses water and heat rather than electricity to potentially produce the world’s lowest cost green
−Removed: Our plan of operation within
−Removed: the next twelve months is to utilize our cash balances to maintain the existing ThermoLoop TM technology development program
−Removed: We believe that our current cash
−Removed: and investment balances will be sufficient to support development activity and general and administrative expenses for the next twelve
−Removed: Management estimates that it will require additional cash resources during second half of 2025, based upon its current operating
−Removed: plan and condition.
−Removed: We do not expect increased expenses until early 2026 when we ramp up prototyping efforts related to our thermochemical
−Removed: water splitting technology.
−Removed: QUANTITATIVE AND QUALITATIVE DISCLSOURES ABOUT MARKET RISK.
−Removed: As a “Smaller Reporting Company”, this
−Removed: Item and the related disclosure is not required.
−Removed: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
−Removed: All financial information required
−Removed: by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.
−Removed: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
−Removed: FINANCIAL DISCLOSURE.
+Added: AND CAPITAL RESOURCES
+Added: of December 31, 2025, we had $1,432,828 in working capital as compared to $2,102,307 for the prior year ended December 31, 2024.
+Added: decrease in working capital was due primarily to a decrease in cash.
+Added: the year ended December 31, 2025, the Company used $1,993,400 of cash for operating activities, as compared to $1,573,920 for the prior
+Added: year ended December 31, 2024.
+Added: The increase in the use of cash for operating activities was a result of an increase in professional fees
+Added: of $91,464, advertising and marketing of $84,322, research and development of $253,378, with an overall decrease of $9,684.
+Added: is focused on development of silicon anode additive technology for next generation lithium-ion batteries.
+Added: used in investing activities for the years ended December 31, 2025 and 2024 was $0, respectively.
+Added: provided from financing activities during the year ended December 31, 2025 and 2024 was $1,325,472 and $0, respectively.
+Added: needs have primarily been met from the proceeds of convertible debt offerings and equity financing.
+Added: We are currently in the development
+Added: stage of our business and have no revenues.
+Added: financial statements as of December 31, 2025 and 2024 have been prepared under the assumption that we will continue as a going concern.
+Added: Our independent registered public accounting firm has issued their report dated March 30, 2026 that included an explanatory paragraph
+Added: expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available.
+Added: to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain
+Added: additional equity or debt financing, attain further operating efficiencies and, ultimately, achieve profitable operations.
+Added: Our financial
+Added: statements do not include any adjustments that might result from the outcome of this uncertainty.
+Added: OF OPERATION AND FINANCING NEEDS
+Added: are engaged in the development of clean energy technologies to lower the cost of producing green hydrogen.
+Added: The Company’s current
+Added: focus is on developing ThermoLoop™, a breakthrough technology that uses water and heat rather than electricity to potentially produce
+Added: the world’s lowest cost green hydrogen.
+Added: plan of operation within the next twelve months is to utilize our cash balances and additional capital injection through sale of securities
+Added: to maintain the existing ThermoLoop TM technology development program at UCSB.
+Added: believe that our current cash and investment balances will be sufficient to support development activity and general and administrative
+Added: expenses for the next six months.
+Added: Management estimates that it will require additional cash resources during second half of 2026, based
+Added: upon its current operating plan and condition.
+Added: We expect increased expenses in mid 2026 when we ramp up prototyping efforts related to
+Added: our thermochemical water splitting technology.
+Added: AND QUALITATIVE DISCLSOURES ABOUT MARKET RISK.
+Added: a “Smaller Reporting Company”, this Item and the related disclosure is not required.
+Added: STATEMENTS AND SUPPLEMENTARY DATA.
+Added: financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated
+Added: by reference.
+Added: IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
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.