What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-25 compared with 2024-03-20 · 117 added, 96 removed, 13 unchanged (94% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Note on Forward-Looking Statements.

statements in “Management’s Discussion and Analysis or Plan of Operation” below, and elsewhere in this annual report,

are not related to historical results, and are forward-looking statements.

Forward-looking

statements present our expectations or forecasts of future events.

You can identify these statements by the fact that they do not relate

strictly to historical or current facts.

These statements involve known and unknown risks, uncertainties and other factors that may cause

our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,

performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements frequently are accompanied

by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,”

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS.

Special Note on Forward-Looking Statements.

Certain statements in “Management’s

Discussion and Analysis or Plan of Operation” below, and elsewhere in this annual report, are not related to historical results,

and are forward-looking statements.

Forward-looking statements present

our expectations or forecasts of future events.

You can identify these statements by the fact that they do not relate strictly to historical

or current facts.

These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,

levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or

achievements expressed or implied by such forward-looking statements.

Forward-looking statements frequently are accompanied 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.

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 Annual Report beginning on page F-1.

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.

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.

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.

You 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 annual report beginning on page F-1.

We 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

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 and more.

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.

Currently, 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

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 OPERATIONS - YEAR ENDED DECEMBER 31, 2023 COMPARED TO THE YEAR ENDED DECEMBER 31, 2022

and Administrative Expenses

and administrative (“G&A”) expenses decreased by $(8,016,619) to $2,972,266 for the year ended December 31, 2023, compared

to $10,988,885 for the prior period December 31, 2022.

This decrease in G&A expenses was the result of a decrease in non-cash stock

compensation of $(8,262,368), with an increase in salaries of $72,115, an increase in professional fees of $31,054, an increase in investor

relations of $56,610, an increase in insurance of $33,155, with an overall decrease of $52,815 in other G&A expenses.

and Development

and Development (“R&D”) expenses decreased by $(892,605) to $202,878 for the year ended December 31, 2023, compared to

$1,095,483 for the prior period ended December 31, 2022.

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

outside services.

and amortization Expense

and amortization expense for the years ended December 31, 2023 and 2022 was $4,106 and $4,214, respectively.

Income/(Expenses)

income and (expenses) decreased by $(1,336) to $1,718 of other expense for the year ended December 31, 2023, compared to $3,054 of other

income for the prior period ended December 31, 2022.

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.

We have previously developed

an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV, solar modules.

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31,

2024 COMPARED TO THE YEAR ENDED DECEMBER 31, 2023

Selling and Marketing Expenses

Selling and marketing (“S&M”) expenses

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

increase in S&M expenses was the result of an increase in service providers of $112,749, an increase in website development and maintenance

of $52,922, and an increase in ad campaigns and post-production services of 41,902.

General and Administrative Expenses

General and administrative (“G&A”)

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

This decrease in G&A expenses was the result of a decrease in non-cash stock compensation of $(1,777,959), a decrease in

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

increase in Other G&A expenses of $64,404.

Research and Development

Research and Development (“R&D”)

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

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

Depreciation and amortization Expense

Depreciation and amortization

expense for the years ended December 31, 2024 and 2023 was $4,106 and $4,106, respectively.

Other Income/(Expenses)

Other income and (expenses) decreased

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

ended December 31, 2023.

The decrease of $1,336 consisted of interest income and cash discounts combined.

net loss was $3,177,532 for the year ended December 31, 2023, compared to a net loss of $12,085,528 for the prior period ended December

The decrease of $8,907,996 in net loss was due to a decrease in non-cash change in stock compensation expense.

has not generated any revenues.

AND CAPITAL RESOURCES

of December 31, 2023, we had $3,678,942 in working capital as compared to $6,655,953 for the prior year ended December 31, 2022.

decrease in working capital was due primarily to a decrease in cash, prepaid expenses, and accounts payable.

the year ended December 31, 2023, the Company used $1,156,256 of cash for operating activities, as compared to $1,812,013 for the prior

year ended December 31, 2022.

The decrease in the use of cash for operating activities was a result of a decrease in research and development

and professional fees in the year ended December 31, 2023 compared to December 31, 2022.

The Company is focused on development of silicon

anode additive technology for next generation lithium-ion batteries.

used in investing activities for the years ended December 31, 2023 and 2022 was $0, respectively.

provided from financing activities during the year ended December 31, 2023 was $0 as compared to $1,000 for the prior year ended December

Our capital needs have primarily been met from the proceeds of convertible debt offerings and equity financing.

We are currently

in the development stage of our business and have no revenues.

financial statements as of December 31, 2023 and 2022 have been prepared under the assumption that we will continue as a going concern.

Our independent registered public accounting firm has issued their report dated March 20, 2024 that included an explanatory paragraph

expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available.

to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain

additional equity or debt financing, attain further operating efficiencies and, ultimately, 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

are engaged in the development of clean energy technologies to lower the cost of producing green hydrogen.

The Company’s current

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 TM technology

development program at UCSB.

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

expenses for the next twenty-four months.

Management estimates that it will require additional cash resources during second half of 2025,

based upon 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 DISCLSOURES ABOUT MARKET

a “Smaller Reporting Company”, this Item and the related disclosure is not required.

STATEMENTS AND SUPPLEMENTARY DATA.

financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated

by reference.

IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Our net loss was $3,177,532 for

the year ended December 31, 2024, compared to a net loss of $12,085,528 for the prior period ended December 31, 2023.

The decrease of

$8,907,996 in net loss was due to a decrease in non-cash change in stock compensation expense.

The Company has not generated any revenues.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2024, we had

$2,118,257 in working capital as compared to $3,678,942 for the prior year ended December 31, 2023.

The decrease in working capital was

due primarily to a decrease in cash, prepaid expenses, and accounts payable.

During the year ended December

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,

The increase in the use of cash for operating activities was a result of an increase in professional fees of $51,751, advertising

and marketing of $207,573, research and development of $156,660, with an overall increase of $1,320.

The Company is focused on development

of silicon anode additive technology for next generation lithium-ion batteries.

Cash used in investing activities

for the years ended December 31, 2024 and 2023 was $0, respectively.

Cash provided from financing

activities during the year ended December 31, 2024 and 2023 was $0, respectively.

Our capital needs have primarily been met from the

proceeds of convertible debt offerings and equity financing.

We are currently in the development stage of our business and have no revenues.

Our financial statements as of

December 31, 2024 and 2023 have been prepared under the assumption that we will continue as a going concern.

Our independent registered

public accounting firm has issued their report dated March 25, 2025 that included an explanatory paragraph expressing substantial doubt

in our ability to continue as a going concern without additional capital becoming available.

Our ability to continue as a going concern

ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing,

attain further operating efficiencies and, ultimately, achieve profitable operations.

Our financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

PLAN OF OPERATION AND FINANCING NEEDS

We are engaged in the development

of clean energy technologies to lower the cost of producing green hydrogen.

The Company’s current 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

Our plan of operation within

the next twelve months is to utilize our cash balances to maintain the existing ThermoLoop TM technology development program

We believe that our current cash

and investment balances will be sufficient to support development activity and general and administrative expenses for the next twelve

Management estimates that it will require additional cash resources during second half of 2025, based upon 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 DISCLSOURES ABOUT MARKET RISK.

As a “Smaller Reporting Company”, this

Item and the related disclosure is not required.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

All financial information required

by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

CHANGES 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.

What changed 10-K

Item 7. Management’s Discussion and Analysis