The following discussion and analysis of our financial condition and operating results should be read together with our financial statements and related notes included elsewhere in this report. This discussion and analysis and other parts of this report contain forward-looking statements based upon current beliefs, plans, and expectations that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" or in other parts of this report. Our fiscal quarters end on March 31, June 30, September 30, and December 31, and our current fiscal year ended on December 31, 2020.

Overview

We develop projects for renewable power generation, desalinated water production, and air conditioning using our proprietary technologies designed to extract energy from the temperature differences between warm surface water and cold deep water. In addition, our projects provide ancillary products such as potable/bottle water and high-profit aquaculture, mariculture, and agriculture opportunities.

We currently have no source of revenue, so as we continue to incur costs we are dependent on external funding for operations. We cannot assure that such funding will be available or, if available, can be obtained on acceptable or favorable terms.

Our operating expenses consist principally of expenses associated with the development of our projects until we determine that a particular project is feasible. Salaries and wages consist primarily of employee salaries and wages, payroll taxes, and health insurance. Our professional fees are related to consulting, engineering, legal, investor relations, outside accounting, and auditing expenses. General and administrative expenses include travel, insurance, rent, marketing, and miscellaneous office expenses. The interest expense includes interest and discounts related to our loans and notes payable.

Results of Operations

Comparison of Years Ended December 31, 2020 and 2019

We had no revenue in the years ended December 31, 2020 and 2019.

During the year ended December 31, 2020, we had salaries and wages of $856,331, compared to salaries and wages of $861,443 during the same period for 2019, a decrease of 0.6%, which is attributable to a reduction in staff because of cost-cutting measures due to our lack of revenue and funding.

During the years ended December 31, 2020 and 2019, we recorded professional fees of $1,672,119 and $505,636, respectively, an increase of 230.7% year over year, which is attributable to an increase in legal expenses related to the Memphis litigation in 2020.

General and administrative expenses were $255,500 during the year ended December 31, 2020, compared to $271,621 for the same period in 2019, a decrease of 5.9%. This decrease is attributable to a reduction in staff because of cost-cutting measures due to our lack of revenue and funding.

For the year ended December 31, 2019, we issued Preferred Stock - Series C and incurred compensation expense of $159,337. We did not issue any stock for compensation during the year ended December 31, 2020.

Our interest expense was $1,428,710 for the year ended December 31, 2020, compared to $2,348,923 for the same period of the previous year, a decrease of 39.2%. In addition to interest on our notes payable of $1,323,791 for the year ended December 31, 2020, we also incurred default penalties of $104,919 on two of our notes during the year ended December 31, 2020.

In addition to interest on our notes payable of $1,263,598 for the year ended December 31, 2019, we also incurred default penalties of $1,089,643 on two of our notes during the year ended December 31, 2019. Our loan default penalties in 2020 were $984,724 less than in 2019.

Our amortization of debt discount and loan fee expenses was $212,087 for the year ended December 31, 2020, compared to $39,851 for the same period of the previous year. The increase reflects the fair value of embedded conversion options related with convertible notes payable and recorded as discount, which we amortized over the life of the convertible note payable. In addition, there was a change in the fair value of the derivative liability of $2,057,177 during the year ended December 31, 2020, and $693,380 for the same period in 2019. Also, we recorded the gain on conversion of convertible notes of $14,382 and a Paycheck Protection Program loan of $17,085 were recognized as gain on the forgiveness of debt upon forgiveness.


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Our operations used net cash of $827,111 in 2020, as compared to $616,780 in the prior year. The increase was primarily due to the $2,057,177 of change in the derivative liability in 2020 when compared to $693,580 in 2019. Also in 2020, we had a default penalty of $104,919 on one loan, and in 2019, we had default penalties of $1,089,643 on two loans that impacted our cash flows from operations.

Investing activities for the years ended December 31, 2020 and 2019, used cash of $0 and $0, respectively.

Financing activities provided cash of $811,310 for our operations during the year ended December 31, 2020, as compared to providing cash of $631,625 in the prior year, an increase of 28.9%. Proceeds from new notes payable were $830,000 in 2020, as compared to $477,950 in the prior year. We did not sell any preferred stock in 2020, as compared to our selling $207,500 of preferred stock in 2019.

Liquidity and Capital Resources

At December 31, 2020, our principal source of liquidity consisted of $7,442 of cash, as compared to $23,243 of cash at December 31, 2019. At December 31, 2020, we had negative working capital (current assets minus current liabilities) of $28,027,820. In addition, our stockholders' deficiency was $28,413,169 at December 31, 2020, compared to stockholders' deficiency of $22,066,657 at December 31, 2019, an increase in the deficiency of $6,346,512. We are focusing our efforts on promoting and marketing our technology by developing and executing contracts. We are exploring external funding alternatives, as our current cash is insufficient to fund operations for the next 12 months.

Our consolidated financial statements have been prepared assuming we will continue as a going concern. We have experienced recurring losses from operations and have an accumulated deficit. Our ability to continue our operations as a going concern is dependent on the success of management's plans, which include the raising of capital through debt and/or equity markets until such time that revenue provided by operations is sufficient to fund working capital requirements. We will require additional funding to finance the growth of our current and expected future operations as well as to achieve our strategic objectives The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We have no significant contractual obligations or commercial commitments not reflected on our balance sheet as of this date.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities.

Critical Accounting Policies and Estimates

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to our consolidated financial statements for the year ended December 31, 2020. Note that our preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. We cannot assure that actual results will not differ from those estimates.

Income Taxes

We use the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and on the amount of operating loss carry-forwards and are measured using the enacted tax rates and laws that will be in effect when the temporary differences and carry-forwards are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

Fair Value of Derivative LIability

We identified conversion features embedded within convertible debt issued. We have determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability. We have elected to account for these instruments together with fixed conversion price instruments as derivative liabilities as we cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. We value the derivative liabilities using the Black-Scholes option valuation model. The derivative liabilities are valued at each reporting date and the change in fair value is reflected as change in fair value of derivative liablity.




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Recent Accounting Pronouncements

We have reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on our consolidated results of operations, financial position, and cash flows. Based on that review, we believe that none of these pronouncements will have a significant effect on current or future earnings or operations (see Note 1 of the notes to our consolidated financial statements for the year ended December 31, 2020).

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