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 can 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 in order to continue. 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, 2021 and 2020

We had no revenue in the three months ended June 30, 2021 and 2020.

During the three months ended June 30, 2021, we had salaries and wages of $181,886, compared to salaries and wages of $208,511 during the same three-month period for 2020, a decrease of 12.8%, which is attributed to management's focus on reducing expenses.

During the three months ended June 30, 2021 and 2020, we recorded professional fees of $206,556 and $202,963, respectively, an increase of 1.8%. During the first quarter of 2021, our legal fees were higher due to the continuing Memphis litigation issues.






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We incurred general and administrative expenses of $84,736 during the three months ended June 30, 2021, compared to $48,588 for the same three-month period for 2020, an increase of 74.4%. Of the increase, $28,327 was for administrative service fees.

Our interest expense was $408,889 for the three months ended June 30, 2021, compared to $326,042 for the same period of the previous year, an increase of 25.4%. This change was due to increased debt and higher interest rates on defaulted notes.

Our debt discount amortization was $76,226 for the three months ended June 30, 2021, compared to $54,412 for the same period of the previous year. The increase of 40.1% is due to debt discount recorded on additional loans that were obtained during the second quarter of 2021. There was a decrease in the fair value of the derivative liability of $1,360,990 during the three months ended June 30, 2021, compared to a $1,420 an increase in the fair value of derivative liability for the same period in 2020. There was a gain on the conversion of debt during the three months ended June 30, 2021, of $37,519 as compared to none in the same period of 2020.

Comparison of Six Months Ended June 30, 2021 and 2020

We had no revenue in the six months ended June 30, 2021 and 2020.

During the six months ended June 30, 2021, we had salaries and wages of $376,229, compared to salaries and wages of $425,539 during the same six-month period for 2020, a decrease of 11.6%. Decrease in 2021 is due to the decrease in headcount.

During the six months ended June 30, 2021 and 2020, we recorded professional fees of $563,613 and $322,200, respectively, an increase of 74.9%. Our legal fees for the six-month periods were higher due to the continuing Memphis litigation issues.

We incurred general and administrative expenses of $137,303 during the six months ended June 30, 2021, compared to $127,796 for the same six-month period for 2020, a 7.4% increase. Most of the increase was for administrative service fees in the second quarter of 2021.

Our interest expense was $879,655 for the six months ended June 30, 2021, compared to $646,860 for the same period of the previous year, an increase of 36.0% due to increased debt and higher interest rates on defaulted notes.

Our debt discount amortization was $146,476 for the six months ended June 30, 2021, compared to $97,264 for the same period of the previous year. The increase of 50.6% is due to the debt discount on the convertible notes payable issued during the period. This was due to the increase in the amount of convertible loans in 2021. There was a decrease in the fair value of the derivative liability of $1,065,348 during the six months ended June 30, 2021, compared to a $1,732,043 increase in the fair value of the derivative liability for the same period in 2020. There was a gain on the conversion of debt during the six months ended June 30, 2021, of $45,046 as compared to none in the same period of 2020.

Liquidity and Capital Resources

At June 30, 2021, our principal source of liquidity consisted of $8,110 of cash, as compared to $7,442 of cash at December 31, 2020. In addition, our stockholders' deficiency was $28,620,170 at June 30, 2021, compared to stockholders' deficiency of $28,413,169 at December 31, 2020, an increase in the deficiency of $992,882, which is attributable to the net loss during the period.

Our operations used net cash of $245,477 during the six months ended June 30, 2021, as compared to using net cash of $388,832 during the six months ended June 30, 2020, a decrease of 36.9%. The decrease in net cash used in operations is due to the overall decrease in net loss of approximately $2.4 million and offset by the decrease in the change in the fair value of derivative liability of $2.8 million and the increase in accounts payable and accrued expenses of $483,760 during the same period 2020.

Financing activities provided cash of $246,145 for our operations during the six months ended June 30, 2021, as compared to $390,757 for the six months ended June 30, 2020, a decrease of 37.0%. During six months ended June 30, 2021, we received $145,000 from convertible notes and notes payable as compared to $260,000 in the same period of 2020.

Our Capital Resources and Anticipated Requirements

As noted above, at June 30, 2021, we had negative working capital (current assets minus current liabilities) of $28,430,836. We continue to focus our efforts on promoting and marketing our technology and developing contracts for execution. We are exploring external funding alternatives, as our current cash is insufficient to fund operations for the next 12 months.






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Our condensed 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. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern. The Biden administration has announced a range of financial support for renewable and sustainable companies. Details from the administration are not available yet, but we are already in the process of filing for financial support. Additional applications for financial support will be made as appropriate.

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

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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