The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes to our financial
statements included elsewhere in this report. This discussion contains
forward-looking statements that involve risks and uncertainties. Actual results
could differ materially from those anticipated in these forward-looking
statements as a result of various factors discussed elsewhere in this report.
Certain information included herein contains statements that may be considered
forward-looking statements such as statements relating to our anticipated
revenues, gross margins and operating results, estimates used in the preparation
of our financial statements, future performance and operations, plans for future
expansion, capital spending, sources of liquidity, and financing sources.
Forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future, and accordingly,
such results may differ from those expressed in any forward-looking statements
made herein. These risks and uncertainties include those relating to our
liquidity requirements; the continued growth of our industry; the success of
marketing and sales activity; the dependence on existing management; the
availability and cost of substantial amounts of project capital; leverage and
debt service (including sensitivity to fluctuations in interest rates); domestic
and global economic conditions; the inherent uncertainty and costs of prolonged
arbitration or litigation; and changes in federal or state tax laws or the
administration of such laws.
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 Three Months Ended June 30, 2022 and 2021
We had no revenue in the three months ended June 30, 2022 and 2021.
During the three months ended June 30, 2022, we had salaries and compensation of
$207,485, compared to salaries and compensation of $210,213 during the same
three-month period for 2021, a decrease of 1.3%.
During the three months ended June 30, 2022 and 2021, we recorded professional
fees of $143,639 and $206,556, respectively, a decrease of 30.5%. During the
second quarter of 2021, our legal fees were higher due to the continuing Memphis
litigation issues.
We incurred general and administrative expenses of $38,639 during the three
months ended June 30, 2022, compared to $56,409 for the same three-month period
for 2021, a decrease of 31.5% due to decreases in various corporate expenses.
Our interest expense was $448,069 for the three months ended June 30, 2022,
compared to $408,889 for the same period for 2021, an increase of 9.6%. This
change was due to an increase in debt and higher interest rates on defaulted
notes.
Our debt discount amortization was $61,517 for the three months ended June 30,
2022, compared to $76,226 for the same period of the previous year. The decrease
of 19.3% is due to full amortization of discount on debt that became due during
the periods. There was an increase in the fair value of the derivative liability
of $54,089 during the three months ended June 30, 2022, compared to a $1,360,990
decrease for the 2021 period, a 104.0% increase period over period, such
increase resulting primarily from the changes in the market value of our common
stock during the periods. There was a gain of $33,332 on the conversion of debt
during the three months ended June 30, 2022, as compared to $37,519 in the same
period of 2021.
Comparison of Six Months Ended June 30, 2022 and 2021
We had no revenue in the six months ended June 30, 2022 and 2021.
During the six months ended June 30, 2022, we had salaries and compensation of
$410,263, compared to salaries and compensation of $418,231 during the same six
-month period for 2021, a decrease of 1.9%.
During the six months ended June 30, 2022 and 2021, we recorded professional
fees of $274,428 and $563,613, respectively, a decrease of 51.3%. During the
first half of 2021, our legal fees were higher due to the continuing Memphis
litigation issues.
We incurred general and administrative expenses of $91,652 during the six months
ended June 30, 2022, compared to $95,301 for the same six -month period for
2021, a decrease of 3.8% due to decreases in various corporate expenses.
Our interest expense was $882,322 for the six months ended June 30, 2022,
compared to $879,655 for the same period for 2021, an increase of 0.3%. This
change was due to an increase in debt and higher interest rates on defaulted
notes, partially offset by decrease in stock-based financing fee of $83,000.
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Our debt discount amortization was $124,316 for the six months ended June 30,
2022, compared to $146,476 for the same period of the previous year. The
decrease of 15.1% is due to full amortization of discount on debt that became
due during the periods. There was an increase in the fair value of the
derivative liability of $1,822,743 during the six months ended June 30, 2022,
compared to a $1,065,348 decrease for the 2021 period, a 271.1% increase period
over period, such increase resulting primarily from the changes in the market
value of our common stock during the periods. There was a gain of $35,599 on the
conversion of debt during the six months ended June 30, 2022, as compared to
$45,046 in the same period of 2021.
Liquidity and Capital Resources
At June 30, 2022, our principal source of liquidity consisted of $856 of cash,
as compared to $957 of cash at December 31, 2021. At June 30, 2022, we had
negative working capital (current assets minus current liabilities) of
$32,639,303. In addition, our stockholders' deficiency was $32,932,049 at June
30, 2022, compared to stockholders" deficiency of $30,027,924 at December 31,
2021, an increase in the deficiency of $2,904,125, resulting from a loss of
$3,570,125 for the six-month period, partially offset by an increase in equity
resulting from the issuance of preferred stock in the amount of $556,000 and the
issuance of common stock in the amount of $110,000. 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 operations used net cash of $270,101 during the six months ended June 30,
2022, as compared to using net cash of $245,477 during the six months ended June
30, 2021, an increase of 10%. The increase in net cash used in operations is due
to the overall increase in net loss of approximately $2.6 million and the change
in accounts payable and accrued expenses of $0.2 million, offset by the increase
in the change in the fair value of derivative liability and other noncash items
of $2.8 million, as compared to the 2021 period.
Financing activities provided cash of $270,000 for our operations during the six
months ended June 30, 2022, as compared to $246,145 for the six months ended
June 30, 2021. During the six months ended June 30, 2022, we received $270,000
in proceeds from the sale of preferred stock. Proceeds from new notes payable
were $250,000 in the six months ended June 30, 2021, and repayments of notes
payable were $3,855 for the 2021 period.
The accompanying unaudited condensed consolidated financial statements have been
prepared on the assumption that we will continue as a going concern. We have
experienced recurring losses and we had a net loss of $3,570,125 and used
$270,101 of cash in operating activities for the six months ended June 30, 2022.
We had a working capital deficiency of $32,639,303 and a stockholders'
deficiency of $32,932,049 as of June 30, 2022. These factors raise substantial
doubt about our ability to continue as a going concern. Our ability to continue
as a going concern is dependent on our ability to generate sales and obtain
external funding for our projects under development. We continue to apply for
grant funding from the US Department of Energy. Our applications focus on
desalinated water, ammonia, and hydrogen production from an OTEC facility. On
March 11, 2022, President Biden signed a bill that provides $162 million for
Water Power Technologies Office budget. About $112 million of that money is
slated for marine energy. We plan to apply for funding to support projects where
our technology would apply. The financial statements do not include any
adjustments that may result from the outcome of this uncertainty.
We have no significant contractual obligations or commercial commitments not
reflected on our balance sheet as of the date of this report.
Recent Accounting Pronouncements
Information concerning recently issued accounting pronouncements is set forth in
Note 2 of our notes to unaudited condensed consolidated financial statements
appearing elsewhere in this report.
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