Management's Discussion and Analysis of Financial Condition and Results of Operations

Caution Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.





Overview


The Company was organized on August 13, 2014 as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes. The Company's registered address is 3773 Howard Hughes Pkwy STE 500S, Las Vegas, NV, 89169, USA, and its principal office is located at 1111 W 12th St, # 113, Austin, Texas 78703.

The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April 2012. The definition of an "emerging growth company" is a company with an initial public offering of common equity securities which occurred after December 8, 2011 and has less than $1 billion of total annual gross revenues during last completed fiscal year.





Overview of the Business



Since April 27, 2021, the Company has changed it business with the acquisition of intellectual property assets related to a novel membrane-based ion extraction process ("Membrane Technology"), which is able to extract ions exiting in low concentrations from liquid solutions. The Membrane Technology is now being used in Laboratory pilot testing to enable the Company to produce its first commercial prototypes using the novel the Extraction method. The Membrane Technology allows for the removal of ions from the solution without concentration by evaporation (significantly preserving the water resources), without pressure or additional heating (reducing energy costs) and targets specific ions to extract (reducing the need for further operations and increasing the potential for the sale of other ions from the solution). On account of the reduced interference with the environment, the lower energy costs and the lack of a need for large evaporation ponds, management considers the Membrane Technology to be environmentally friendly and sustainable when compared to alternatives.

The Membrane Technology has been shown in the following applications: to extract lithium from brine solutions or mine leach solutions; to extract fatty acids from vegetable oils as a superior refining process; to extract glycerols from biodiesel as a superior purification process; to extract radioactive ions from nuclear waste waters; to extract specific metal ions from mine leach solutions and waste effluents; and to remove ions from seawater for desalination, among other things.

The primary focus of the current business is: on the continued organization and the hiring of targeted expertise; on the protection of the Company's intellectual property asset; and the configuration of the most efficient commercial pilot plant for lithium extraction, followed by the extraction of radioactive ions from nuclear waste waters and the refining of vegetable oils by the removal of fatty acids; on the removal of glycerols for purification of biodiesel.





Impact of Events in Ukraine

The Business of the Company and its fundamental research are conducted in the United States, however, the Company has offices in Ukraine and was implementing programs with certain Ukrainian partners to test the Membrane Technology as a means of extracting certain radioactive contaminants such as might be found after a nuclear disaster or as a byproduct of the operations of a nuclear reactor. Plans for testing the use of the Membrane Technology to refine sunflower oil was also organized with raw oil producers. As a result of the current conflict in Ukraine these programs have been suspended. It is not certain if or when they may be able to be implemented in Ukraine. As a result the Company may be forced to do such testing elsewhere and under different circumstances and this may delay or increase the cost of this direction of the development of the Company's technology.





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In addition, the Company operated offices in Kyiv that contained certain assets, such as computers and printers as well as administrative documentation. These assets and files may be lost as it is not certain how much of the city has been destroyed. In the abandonment of our office, however, all confidential information relating to the technology and all sensitive computers were removed and transported out of country. Nothing remains that could damage the value of our primary asset.

While the Company may reorder certain of its plans, it is not anticipated that the conflict in Ukraine will have any material effect on the Company's business.





Results of Operations


The following table summarizes the results of our operations during the three months ended March 31, 2022 and 2021, respectively:





                                             Three Months Ended
                                                 March 31,
                                             2022          2021          Change

Revenues                                  $        -     $       -     $        -
Operating expenses                           374,109        16,650        357,459
Other expense                                 13,781             -         13,781
Net profit (loss)                           (387,890 )     (16,650 )     (371,240 )

Profit (Loss) per share of common stock (0.01 ) (0.00 ) (0.01 )

The increase in operating expenses is the result of the new focus of the business of the Company following the acquisition of the Membrane Technology on 27th April 2021. This change has led to increases in payroll, rent and consulting expenses, in particular with the costs of intellectual property protection.

Liquidity and Capital Resources

As of March 31, 2022, we had total assets of $3,190,040 and an accumulated deficit of $2,336,823.

Our operating activities used $110,661 in cash for the three months ended March 31, 2022, while our operations used $27,795 cash in the three months ended March 31, 2021. Attention should be drawn to the fact that this considerable difference is the result of the changes in business that took place on 27th April 2021 and the new focus of the company moving forward. We had no revenues in the three months ended March 31, 2022, or in the prior year same period.

Our cash requirements are primarily for the continued development of the commercial pilot plant with the purchase of equipment and materials as well as the operating expenses for the development of pilot plant systems and its demonstration to potential customers, as well as our payroll expense. During the next 6 months, it is planned that the Company open new corporate offices and commence the organization of its initial production facility.

Management believes that the Company's cash on hand will not be sufficient to fund all Company obligations and commitments for the next twelve months. The Company has reached the stage in its development when it requires significant additional finance to be able to bring the first of its extraction processes to a marketable form. Management estimates that the minimum finance necessary to be able to achieve this is $1.5 million. The Company has already received a firm pledge of $400,000 towards this amount. Historically, we have depended on loans from our principal shareholders and their affiliated companies to provide us with working capital as required. There is no guarantee that such funding will be available when required and there can be no assurance that our stockholders, or any of them, will continue making loans or advances to us in the future.





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Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.





Seasonality



Our operating results are not affected by seasonality.





Inflation


The Company has relied on funding from debt convertible equity as its primary source of funding. In the event of a high inflationary environment, this method of funding may become more expensive and may be less readily available. Our core business and operating results are not affected in any material way by inflation.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare the financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position. Our critical accounting estimates are more fully discussed in Note 2 to our unaudited financial statements contained herein.

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