UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ___________________

Commission File No. 033-19411-C

OCEAN THERMAL ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

20-5081381

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3675 Market Street, Suite 200, Philadelphia PA 19104

(Address of principal executive offices, including Zip Code)

717-299-1344

(Registrant’s telephone number, including area code)

Securities Registered pursuant to Section 12(b) of the Exchange Act:

Title of Class		Trading Symbol		Name of Each Exchange on Which Registered
N/A		N/A		N/A

Securities Registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the voting and nonvoting common equity held by nonaffiliates computed as of the price at which the common equity was last sold on the last business day of the registrant’s most recently completed second fiscal quarter was $1,~~750~~987,~~539~~521.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of ~~March~~October 2524, ~~2024~~2025, there were ~~184~~190,~~370~~012,~~469~~124 shares of the registrant’s common stock outstanding, par value $0.001.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS

		Page
PART I
ITEM 1. BUSINESS		4
ITEM 1A. RISK FACTORS		1312
ITEM 1B. UNRESOLVED STAFF COMMENTS		2021
ITEM 1C. CYBERSECURITY		2021
ITEM 2. PROPERTIES		2022
ITEM 3. LEGAL PROCEEDINGS		2122
ITEM 4. MINE SAFETY DISCLOSURES		2122
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		2223
ITEM 6. [RESERVED]		2224
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		2324
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		2527
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		2627
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		2627
ITEM 9A. CONTROLS AND PROCEDURES		2627
ITEM 9B. OTHER INFORMATION		2729
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		2729
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		2830
ITEM 11. EXECUTIVE COMPENSATION		2932
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		3033
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE		3134
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		3235
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		3337
SIGNATURES		3742

Table of Contents

Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” and “our company” refer to Ocean Thermal Energy Corporation, a Nevada corporation, and our subsidiary. All amounts in this report are in U.S. dollars, unless otherwise indicated.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This report may contain certain “forward-looking” statements as such term is defined by the U.S. Securities and Exchange Commission (“SEC”) in its rules, regulations, and releases, which represent our expectations or beliefs, including statements concerning our operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “might,” “plan,” “propose,” “predict,” or “should,” or the negative or other variations thereof or comparable terminology, are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including uncertainty related to acquisitions, governmental regulation, management and maintenance of growth, the operations of the company and its subsidiaries, volatility of stock price, commercial viability of OTEC systems, and any other factors discussed in this and our other filings with the SEC.

These risks, uncertainties, and other factors include those set forth under “Risk Factors” of this report. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this report or in the documents we incorporate by reference, whether as a result of new information, future events, changed circumstances, or any other reason after the date of this report.

This report contains forward-looking statements, including statements regarding, among other things:

· the significant international political and economic disruption caused by Russia’s military invasion of Ukraine; · our ability to continue as a going concern; · our anticipated needs for working capital; · our ability to secure financing; · the possibility that actual capital costs, operating costs, production, and economic returns may differ significantly from those that we have anticipated; · the financial model for our proposed projects has not been tested and may not be successful; · changing attitudes about environmental risks; · substantial regulation of our projects; · rapidly changing regulatory schemes and enforcement of those regulations in the United States and abroad; · the impact of tariffs on the cost of constructing our projects; · financial, technical, managerial, and sales risks that may make us unsuccessful; · our exposure to political and legal risks in developing or emerging markets where we propose to locate our plants; · technological advances that may render our technologies obsolete; and · operational problems, natural events or catastrophes, casualty loss, or other events that may impair the commercial operation of our projects.

The forward-looking information is based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those now assumed or anticipated. Actual events or results may differ materially from those discussed in forward-looking statements because of various factors, including the risks outlined under “Risk Factors,” and matters described in this report generally. The forward-looking statements included in this report are made only as of the date of this report.

Table of Contents

PART I

ITEM 1. BUSINESS

Overview

We use our proprietary technology to develop designs for renewable energy systems, primarily for Ocean Thermal Energy Conversion (“OTEC”), Seawater Air Conditioning (“SWAC”), and Lake Source Cooling (“LSC”) systems. Our geographical markets are tropical and subtropical regions of the world for OTEC, SWAC, and LSC, and worldwide markets for SWAC and LSC. We also intend to 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/bottled water and high-profit aquaculture, mariculture, and agriculture opportunities. To date, we have not completed any projects, however we are present developing a project in the South Pacific under a contract with the U.S. Department of Defense.

~~Agreement~~Our ~~to Sell Subsidiary~~Business

OnWe ~~August~~develop 25projects for renewable power generation, ~~2022~~desalinated water production, weand ~~entered~~air ~~into~~conditioning ausing ~~Stock~~proprietary ~~Purchase~~intellectual ~~Agreement~~property todesigned ~~sell~~and ~~OCEES~~developed ~~International~~by our own oceanographers, ~~Inc.~~engineers, ~~our~~and ~~wholly~~marine ~~owned~~scientists. ~~subsidiary~~Plants ~~(“OCEES”),~~using toour ~~Epaphus~~technologies ~~Global~~are ~~Energy,~~designed ~~LLC~~to ~~(“Epaphus”).~~extract ~~Epaphus~~energy isfrom ~~controlled~~the bytemperature ~~Jeremy~~difference ~~Feakins,~~between ~~our~~warm ~~chief~~surface ~~executive~~ocean ~~officer~~water and cold deep seawater at a ~~director~~depth of approximately 3,000 feet. ~~The~~We ~~transaction~~believe ~~was~~these ~~approved~~technologies ~~unanimously~~provide bypractical ~~our~~solutions ~~directors~~to ~~who~~the dofundamental ~~not~~human ~~have~~needs anfor ~~interest~~sustainable, inaffordable energy; desalinated water for domestic, agricultural, and aquaculture uses; and cooling, all without the ~~transaction~~use of fossil fuels.

In· ~~exchange~~Ocean ~~for~~Thermal Energy Conversion, known in the ~~sale~~industry as “OTEC,” power plants are designed to produce electricity. In addition, some of ~~OCEES~~the seawater running through an OTEC plant can be desalinated efficiently, weproducing ~~will~~fresh ~~receive:~~water for agriculture and human consumption. · Seawater Air Conditioning, known in its industry as SWAC, plants are designed to use cold water from ocean depths to provide air conditioning for large commercial buildings or other facilities. This same technology can also use deep cold water from lakes, known as Lake Source Cooling or LSC.

·Both ~~$1,000,000~~OTEC inand ~~the~~SWAC/LSC ~~form~~systems ofcan ~~canceled~~be ~~amounts~~engineered ~~owed by us~~ to ~~certain~~produce ~~individuals,~~desalinated ~~including~~water ~~Mr.~~for ~~Feakins~~potable, ~~who have assigned their right to receive those payments to Epaphus; · $75~~agricultural,~~000~~ ~~in cash per month for 12 months following the date of the purchase agreement;~~ and ·fish ~~70%~~farming/aquaculture ~~of the net profit of any currently contemplated project to build an ocean thermal energy conversion power plant entered into by OCEES~~uses.

~~Under~~We ~~the~~expect ~~terms~~to ofuse ~~the~~our ~~purchase~~technology ~~agreement,~~to ~~Epaphus~~develop ~~has~~OTEC ~~the~~and ~~unilateral~~SWAC/LSC ~~right~~systems tofor ~~return~~various ~~OCEES~~applications tofor uspotential customers in tropical and ~~receive~~subtropical aregions, ~~full~~the ~~refund~~U.S. Department of ~~all~~Defense, ~~portions~~and the U.S. Department of ~~the~~Agriculture. ~~purchase~~We ~~price~~hope ~~paid~~to asone ofday facilitate the ~~return~~development of ~~OCEES~~sustainable atliving ~~any~~communities ~~time~~by ~~for~~creating ~~one~~an ~~year~~ecologically ~~following~~sustainable ~~the~~“OTEC ~~date~~EcoVillage” ofpowered ~~the~~by ~~purchase~~100% ~~agreement~~fossil-fuel-free electricity.

ByThrough ~~mutual~~our ~~consent~~Small ofBusiness ~~the~~Innovation ~~parties~~Research credentials, ~~the~~we ~~purchase~~continue ~~agreement~~to ~~has~~discuss ~~not~~opportunities ~~closed~~to asdesign, ~~of December 31~~build, ~~2023~~own, orand ~~through~~operate ~~the~~an ~~date~~OTEC ofsystem ~~filing~~producing ofbase-load ~~this report~~sustainable electricity and desalinated water without using fossil fuels to do so. AsWe aalready ~~result,~~have ~~it has~~under ~~not~~development ~~been~~an ~~reflected~~OTEC plant for a Naval Support Facility in ~~our~~the ~~financial~~South ~~statements~~Pacific atas ~~December~~a ~~31,~~part ~~2023~~of our Small Business Innovation Research program.

Our ~~Business~~Vision

WeOur ~~develop~~vision ~~projects~~is ~~for~~to ~~renewable~~bring ~~power~~our ~~generation,~~technologies ~~desalinated~~to ~~water~~tropical ~~production,~~ and ~~air~~subtropical ~~conditioning~~regions ~~using~~where ~~proprietary~~approximately ~~intellectual~~three ~~property~~billion ~~designed~~people live. Our market includes 68 countries and ~~developed~~29 byterritories ~~our~~with ~~own~~suitable ~~experienced~~sea ~~oceanographers~~depth, ~~engineers~~shore configuration, and ~~marine scientists~~need. ~~Plants~~We ~~using~~plan ~~our~~to ~~technologies~~be ~~are~~the ~~designed~~first tocompany ~~extract~~in ~~energy~~the ~~from~~world ~~the~~to ~~temperature~~design ~~difference~~and ~~between~~build ~~warm~~a ~~surface~~commercial-scale ~~ocean~~OTEC ~~water~~plant. Our initial markets and ~~cold~~potential ~~deep~~projects ~~seawater~~include atseveral aU.S. ~~depth~~Department of ~~approximately~~Defense ~~3,000~~bases ~~feet.~~in WeAsia ~~believe~~Pacific ~~these~~and ~~technologies~~other ~~provide~~regions ~~practical~~where ~~solutions~~energy toindependence ~~the~~is ~~fundamental~~crucial. ~~human~~Currently, ~~needs~~we ~~for~~have ~~sustainable,~~projects ~~affordable~~in ~~energy;~~the ~~desalinated~~planning ~~water~~and ~~for~~development ~~domestic,~~stages ~~agricultural,~~with ~~and~~the ~~aquaculture~~U.S. ~~uses;~~Department ~~and~~of ~~cooling~~Defense, ~~all~~the ~~without~~Ministry of Earth Sciences at the ~~use~~Government of ~~fossil~~India, ~~fuels~~and an Engineering Company from France.

●4 ~~Ocean~~Table ~~Thermal Electrical Conversion, known in the industry as “OTEC,” power plants are designed to produce electricity. In addition, some~~ of ~~the seawater running through an OTEC plant can be desalinated efficiently, producing fresh water for agriculture and human consumption.~~Contents

●Our Seawater Air Conditioning, known in its industry as SWAC, plants are designed to use cold water from ocean depths to provide air conditioning for large commercial buildings or other facilities. This same technology can also use deep cold water from lakes, known as Lake Source Cooling or LSC.Technology

~~Both~~ OTEC ~~and~~is ~~SWAC~~a self-sustaining energy source, with no supplemental power required to generate continuous (24/~~LSC~~7) ~~systems~~electricity. It works by converting heat from the sun, which has warmed ocean surface water, into electric power, and then completing the process by cooling the plant with cold water from deep in the ocean. The cold water can also be ~~engineered~~used for very efficient air conditioning and desalinated to produce ~~desalinated~~fresh water. ~~for~~OTEC ~~potable,~~has ~~agricultural,~~worked in test settings with a natural temperature gradient of 20 degrees Celsius or greater in the ocean. We believe OTEC can deliver sustainable electricity in tropical and ~~fish~~subtropical ~~farming/aquaculture~~regions ~~uses~~of the world at rates approximately 20-40% lower than typical costs for electricity produced by fossil fuels in those markets.

~~The~~Technology ~~Natural~~advancements ~~Energy~~have ~~Laboratory~~significantly reduced the capital costs of ~~Hawaii~~OTEC ~~Authority,~~to ormake ~~NELHA,~~it ~~test~~competitive ~~facility~~compared ~~(http://nelha~~to traditional energy sources.~~hawaii.gov)~~ ~~has~~Technology ~~developed~~improvements ~~many~~include ~~applications~~larger ~~for~~diameter ~~technologies~~seawater ~~based~~pipes onmanufactured ~~ocean~~with ~~temperature~~improved ~~differences~~materials, ~~between~~increased ~~surface~~pumping ~~and~~capabilities from OTEC depths, better understanding of material requirements in the deep ~~seawater~~ocean environment, ~~including~~more ~~desalinated~~experience ~~seawater~~in deep water pipeline and cable installation techniques, ~~fish~~and ~~farming~~more accurate sea bottom mapping technology, which is required for platform positioning and ~~agriculture~~pipe installation. ~~Note:~~The ~~All~~cold-water ~~URL~~pipes ~~addresses~~at a demonstration site in ~~this~~Hawaii ~~report~~have ~~are~~been ~~inactive~~in ~~textual~~continuous ~~references~~operation ~~only~~for over 20 years, and the technology has undergone significant improvements since the Hawaiian installation. WeOur ~~believe~~Senior ~~our~~OTEC ~~proprietary~~Scientist, ~~advances~~Dr. toLuis ~~existing~~Vega, ~~technologies~~was ~~developed~~the byProgram ~~others~~Manager infor the ~~industry~~Department ~~enhance~~of ~~their~~Energy-funded ~~commercialization~~demonstration ~~for~~OTEC system designed and built at the ~~plants~~Natural weEnergy ~~propose~~Laboratory toof ~~develop~~the Hawaii Authority.

We ~~have~~estimate ~~recruited~~that a ~~scientific~~small ~~and~~OTEC ~~engineering~~plant ~~team~~ that ~~includes~~delivers ~~oceanographers,~~10 ~~engineers,~~megawatts ~~and~~(MWs) ~~marine~~per ~~scientists~~hour ~~who~~would ~~have~~currently ~~worked~~cost ~~for~~approximately ~~various~~$250 ~~organizations~~million. ~~since~~This is the ~~1970s~~plant onsize ~~several~~that ~~systems~~we ~~based~~typically onpropose ~~extracting~~for ~~energy~~our ~~from~~initial ~~the~~target ~~temperature~~markets ~~differences~~to ~~between~~meet ~~surface~~20% ~~and~~or ~~deep~~more ~~seawater,~~of ~~including~~their ~~projects~~current bydemand ~~NELHA,~~for ~~the~~electricity ~~Argonne~~and ~~National~~a ~~Laboratory~~large ~~(http://www.anl.gov),~~portion ~~and~~of ~~others.~~their ~~Our~~need ~~executive~~for ~~team~~fresh ~~members~~drinking ~~have~~water ~~complementary~~and ~~experience~~agricultural inwater, ~~leading~~although ~~engineering~~discussions ~~and~~with ~~technical~~the ~~companies~~U.S. ~~and~~Department ~~projects~~of ~~from~~Defense ~~start-up~~have toincluded ~~commercialization~~OTEC plants of various sizes.

WeFinally, ~~expect~~we tobelieve ~~use our technology to develop OTEC and SWAC systems for various applications for potential customers in tropical and subtropical regions,~~ the ~~U.S.~~decreasing ~~Department~~supply ~~of Defense,~~ and ~~the~~increasing ~~U.S.~~cost ~~Department~~ of ~~Agriculture.~~fossil-fuel-based Weenergy ~~have~~has ~~conducted~~intensified ~~scientific~~the ~~and~~search ~~engineering studies~~ for anrenewable ~~OTEC EcoVillage in St~~alternatives. ~~Croix,~~Renewable ~~U.S.~~energy ~~Virgin Islands~~sources, ~~which~~although ~~should~~traditionally ~~add~~more ~~significant~~expensive ~~value~~than tocomparable ~~our business. We plan to facilitate the development of sustainable living communities by creating an ecologically sustainable “OTEC EcoVillage” powered by 100%~~ fossil-fuel~~-free~~ ~~electricity.~~plants, Inhave ~~the~~many ~~development~~advantages, ~~buildings~~including ~~will~~increased benational ~~cooled by~~ energy~~-efficient~~ ~~and chemical-free systems~~security, ~~and~~decreased ~~desalinated~~carbon ~~water will be produced for drinking~~emissions, ~~aquaculture,~~ and ~~agriculture.~~compliance ~~The~~with ~~OTEC~~renewable ~~EcoVillage~~energy ~~project~~mandates ~~consists,~~and inair ~~part,~~quality ofregulations. anWe ~~OTEC~~believe ~~plant~~these ~~that~~market forces will ~~provide~~continue ~~all power~~ and ~~water~~potentially toincrease. ~~about~~Renewable ~~400~~energy ~~residences,~~sources amay ~~hotel,~~be aattractive ~~shopping~~in ~~center,~~remote ~~and~~islands ~~models~~where ofshipping ~~sustainable~~costs ~~agriculture, food production,~~ and ~~other~~limited ~~economic~~economies ~~developments. Each sale~~ of ~~luxury~~scale ~~EcoVillage~~substantially ~~residences~~increase ~~will~~fossil-fuel-based ~~support~~energy. ~~the~~Many ~~development~~islands ofcontain ~~environmentally~~strategic ~~responsible~~military ~~affordable~~bases ~~communities~~with inhigh-energy ~~tropical~~demands ~~and~~that ~~subtropical~~we ~~regions~~believe ofwould ~~the~~greatly ~~world.~~benefit Wefrom ~~believe~~a ~~our~~less ~~OTEC~~expensive, ~~EcoVillage~~reliable ~~will~~source beof ~~the~~energy ~~first~~that ~~development~~is inproduced ~~the~~locally, ~~world~~such ~~offering~~as ~~a net-zero carbon footprint~~OTEC.

4SWAC/LSC ~~Table~~is a process that uses cold water from locations such as the ocean or deep lakes to provide the cooling capacity to replace traditional electrical chillers in an air conditioning system. SWAC/LSC applications can reduce the energy consumption of ~~Contents~~a traditional air-conditioning system by as much as 90%. Even when the capital cost amortization of building a typically sized SWAC/LSC system providing 9,800 tons of cooling are taken into account, SWAC/LSC may save the customer approximately 25-40% when compared to conventional systems. Cooling systems using seawater or groundwater for large commercial structures are in use at numerous locations developed and operated by others worldwide, including Bora Bora (Intercontinental Hotel), Finland (Google Data Center); Cornell University, NY; Stockholm, Sweden; and the City of Toronto, Canada.

~~Through~~How our Small Business Innovation Research credentials, we continue to discuss opportunities to design, build, own, and operate an OTEC system producing base-load sustainable electricity and desalinated water without using fossil fuels to do so. Our ~~discussions~~Technology have included OTEC designs for a Naval Support Facility in the Indian Ocean as a part of our Small Business Innovation Research program. We have also discussed plans with the U.S. Department of Defense for our company to build, own, and operate an OTEC system producing base-load renewable energy and desalinated water for a remote military base in the South Pacific. We have been contacted by interested parties from India and an engineering company based in France, both of whom are interested in OTEC systems producing desalinated water. Discussions with these and other interested parties are ongoing. Works

~~Our~~OTEC ~~Vision~~uses the natural temperature difference between cooler deep ocean water at a depth of approximately 3,000 feet and warmer shallow or surface water to create energy. An OTEC plant project involves installing about six-foot diameter, deep-ocean intake pipes (which can readily be purchased), together with surface water pipes, to bring seawater onshore. OTEC uses a heat pump cycle to generate power. In this application, an array of heat exchangers transfers the warm ocean surface water as an energy source to vaporize a liquid in a closed loop, driving a turbine, which in turn drives a generator to produce electricity. The cold deep ocean water provides the required temperature to condense vapor back into a liquid, thus completing the thermodynamic cycle, which is constantly and continuously repeated. The working fluid is typically ammonia, as it has a low boiling point. Its high hydrogen density makes ammonia a very promising green energy storage and distribution media. Among practical fuels, ammonia has the highest hydrogen density, including hydrogen itself, in either its low temperature, or cryogenic, and compressed forms. Moreover, since the ammonia molecule is free of carbon atoms (unlike many other practical fuels), combustion of ammonia does not result in any carbon dioxide emissions. The fact that ammonia is already a widely produced and used commodity with well-established distribution and handling procedures allows for its use as an alternative fuel. This same general principle is used in steam turbines, internal combustion engines, and, in reverse, refrigerators. Rather than using heat energy from the burning of fossil fuels, OTEC power draws on temperature differences of the ocean caused by the sun’s warming of the ocean’s surface, providing an unlimited and free source of energy.

~~Our~~5 ~~vision~~Table is to bring our technologies to tropical and subtropical regions where about three billion people live. Our market includes 68 countries and 29 territories with suitable sea depth, shore configuration, and need. We plan to be the first company in the world to design and build a commercial-scale OTEC plant and, to that end, have several projects in the planning stages. Our initial markets and potential projects include several U.S. Department of Defense bases in Asia Pacific and other regions where energy independence is crucial. Currently, we have projects in the planning and development stages with the U.S. Department of Defense, the Ministry of Earth Sciences at the Government of India, and an Engineering Company from France. Contents

~~Our~~OTEC ~~Technology~~and SWAC/LSC infrastructure offers a modular design that facilitates adding components to satisfy customer requirements and access to a sufficient supply of cold water. These components include reverse-osmosis desalination plants to produce drinkable water, bottling plants to commercialize the drinkable water, and off-take solutions for aquaculture uses (such as fish farms), which benefit from the enhanced nutrient content of deep ocean water. A further advantage of a modular design is that, depending on the patterns of electricity demand and output of the OTEC plant, a desalination plant can be run using the excess electricity capacity.

Currently, OTEC isrequires a ~~self-sustaining~~minimum ~~energy~~temperature ~~source,~~difference ~~with~~of noapproximately ~~supplemental~~20 ~~power~~degrees ~~required~~Celsius to ~~generate~~operate, ~~continuous~~with ~~(24/7)~~each ~~electricity.~~degree Itgreater ~~works~~than bythis ~~converting~~increasing ~~heat~~output ~~from~~by ~~the~~approximately ~~sun,~~10-15%. ~~which~~OTEC has ~~warmed~~potential ~~ocean~~applications ~~surface~~in ~~water,~~tropical ~~into~~and ~~electric~~subtropical ~~power,~~zones and ~~then~~is ~~completing~~particularly ~~the~~well ~~process~~suited byfor ~~cooling~~tropical ~~the~~islands ~~plant~~and ~~with~~coastal ~~cold~~areas ~~water~~with ~~from~~proximate ~~deep~~access into ~~the~~both ~~ocean. The~~ cold deep water ~~can also be used for very efficient air conditioning~~ and ~~desalinated~~warm tosurface ~~produce fresh~~ water. ~~OTEC~~Data ~~has~~from ~~worked~~the inNational ~~test~~Renewable ~~settings~~Energy ~~where~~Laboratory ~~there exists a natural temperature gradient~~ of ~~20 degrees Celsius or greater in~~ the ~~ocean~~U.S. WeDepartment ~~believe~~of ~~OTEC~~Energy ~~can~~website ~~deliver~~indicated ~~sustainable~~that ~~electricity~~at inleast ~~tropical~~68 countries and ~~subtropical~~29 ~~regions~~territories ofaround the ~~world~~globe atappear ~~rates~~to ~~approximately~~meet ~~20-40%~~these ~~lower than typical costs for electricity produced by fossil fuels in those markets~~criteria.

~~Further,~~SWAC/LSC is a ~~small,~~significantly ~~commercial~~more ~~OTEC~~cost-effective ~~plant~~and ~~could~~environmentally ~~offer~~friendly ~~competitive~~way ~~returns~~to ~~even~~implement inair-conditioning ausing ~~market~~cold ~~where~~water ~~electricity~~sourced ~~costs~~from aslakes ~~low~~or, asanalogous ~~$0.30~~with ~~per~~OTEC, ~~kilowatt-hour~~deep ocean water, orrather ~~kWh~~than from an electric chiller. ~~Caribbean~~Comparing ~~consumers~~Federal ~~face~~Energy ~~some~~Management Program engineering efficiency requirements of ~~the~~approximately ~~highest~~0.94 ~~energy~~kilowatts ~~prices~~of ~~globally~~electricity ~~due~~per toton ~~heavy~~of ~~reliance~~cooling oncapacity ~~expensive~~with ~~and~~our ~~volatile~~own ~~fossil~~engineering ~~fuel~~estimates ~~imports~~of 0.09 ~~According~~kilowatts toof ~~the~~electricity ~~World~~per ~~Bank,~~ton ~~electricity~~of ~~prices~~cooling incapacity, ~~the~~as ~~Caribbean~~calculated ~~average~~by ~~around~~DCO ~~US$~~Energy, ~~0.25~~our ~~per~~engineering, ~~kWh~~procurement, ~~more~~and ~~than~~construction ~~double~~partner, ~~the~~we ~~average~~estimate ~~price~~that inSWAC/LSC ~~the~~systems ~~United~~can ~~States,~~reduce ~~and,~~electricity inconsumption ~~some~~by ~~countries,~~up ~~reach~~to 80-90% over ~~$0.40~~conventional ~~per KWh~~systems. ~~Out~~Therefore, ofwe 11believe ~~Caribbean~~energy ~~countries~~reductions ~~with~~may ~~available~~make ~~data,~~SWAC/LSC ~~nine~~systems ~~generated~~well-suited ~~more~~for ~~than~~large 80structures, %such ofas ~~their~~office ~~electricity~~complexes, ~~using~~medical ~~imported~~centers, ~~fuels~~resorts, ~~and~~data ~~five~~centers, ~~imported 90%~~airports, ofand ~~their~~shopping ~~energy~~malls. ~~For~~We ~~the~~believe ~~U.S.~~that ~~Virgin~~other ~~Islands,~~SWAC/LSC ~~the~~plants ~~Water~~we ~~and~~may ~~Power~~develop ~~Authority~~will oflikely ~~the~~achieve ~~Virgin~~similar ~~Islands~~efficiencies. ~~reported~~There ~~that~~are asexamples of ~~March~~proven ~~2022,~~successful ~~(latest~~SWAC/LSC ~~data~~systems ~~available)~~in use, ~~the~~including ~~average~~a ~~price~~large ~~for~~79,000-ton ~~electricity~~system ~~for~~used ~~commercial~~to ~~customers~~cool ~~was~~buildings ~~nearly~~in ~~$0.47~~the ~~per~~downtown ~~kWh.~~area Weof ~~believe~~the ~~that~~City weof ~~have~~Toronto, anCanada; ~~opportunity~~a toSWAC ~~offer~~system ~~base-load~~in ~~energy~~Google’s ~~(the~~data ~~amount~~center ofin ~~energy~~Finland ~~required~~that touses ~~meet~~waters ~~minimum~~from ~~requirements)~~the ~~pricing~~Baltic ~~that~~Sea isto ~~better~~keep ~~than~~servers ~~our~~cool; ~~customer’s~~and ~~next~~a ~~best~~system ~~alternative~~with inmore ~~the~~than ~~markets~~18,000 ~~where~~tons ~~electricity~~of ~~costs~~cooling ~~are~~in ~~$0.30~~operation orat ~~more~~Cornell ~~per~~University, ~~kWh~~Ithaca, New York.

~~Technology advancements have significantly reduced the capital costs of~~ OTEC toVersus ~~make~~Other itEnergy competitive compared to traditional energy sources. Technology improvements include larger diameter seawater pipes manufactured with improved materials, increased pumping capabilities from OTEC depths, better understanding of material requirements in the deep ocean environment, more experience in deep water pipeline and cable installation techniques, and more accurate sea bottom mapping technology, which is required for platform positioning and pipe installation. The cold-water pipes at a demonstration site in Hawaii have been in continuous operation for more than 20 years, and the technology has improved significantly since the Hawaiian installation.Sources

WeThe ~~estimate~~construction ~~that~~costs aof ~~small~~power ~~OTEC~~plants ~~plant~~using ~~that~~any ~~delivers~~technology 10are ~~megawatts~~much ~~(MWs)~~higher ~~per~~in ~~hour~~remote ~~would~~locations, ~~currently~~such ~~cost~~as ~~approximately~~tropical ~~$250~~islands, ~~million.~~than ~~This~~on is the ~~plant~~mainland ~~size~~of ~~that~~the weUnited ~~typically~~States, ~~propose~~principally ~~for~~due ~~our~~to ~~initial~~the ~~target~~need ~~markets~~ to ~~meet~~transport ~~20%~~materials, orcomponents, ~~more~~and ofother ~~their~~construction ~~current~~supplies ~~demand~~and ~~for~~labor ~~electricity~~unavailable ~~and~~locally. aThere ~~large~~are ~~portion~~also ofconsiderations ~~their~~that ~~need~~make ~~for~~those ~~fresh~~other ~~drinking~~technologies ~~water~~less ~~and~~attractive ~~agricultural~~in ~~water,~~those ~~although~~areas. ~~discussions~~We ~~with~~believe the ~~U.S.~~consistency ~~Department~~ of ~~Defense~~OTEC ~~have~~during ~~included~~its ~~OTEC~~life ~~plants~~provides ofclear ~~17.5~~advantages ~~MW.~~over ~~OTEC~~other ~~has~~power-generation ~~been~~technologies ~~proven~~ in ~~test~~the ~~settings~~tropical atand ~~NELHA,~~subtropical ~~where~~markets abecause ~~Department~~its ~~of Energy~~base-~~sponsored~~load ~~OTEC~~power ~~plant~~(available ~~operated~~at ~~successfully~~all ~~throughout~~times ~~the~~and ~~1990s~~not subject to ~~produce~~fluctuations ~~continuous,~~throughout ~~affordable electricity from~~ the ~~sea~~day) ~~without~~is ~~using~~an ~~fossil~~important ~~fuels.~~asset ~~Spin-off~~to ~~desalination and seawater cooling technologies, developed from~~ the ~~OTEC~~small ~~plant~~transmission ~~at NELHA~~grid, ~~have~~which ~~also~~is ~~become~~typical ~~economically~~in ~~and~~these ~~technically feasible~~regions.

~~Finally,~~6 weTable ~~believe the decreasing supply and increasing cost~~ of fossil-fuel-based energy has intensified the search for renewable alternatives. Renewable energy sources, although traditionally more expensive than comparable fossil-fuel plants, have many advantages, including increased national energy security, decreased carbon emissions, and compliance with renewable energy mandates and air quality regulations. We believe these market forces will continue and potentially increase. Renewable energy sources may be attractive in remote islands where shipping costs and limited economies of scale substantially increase fossil-fuel-based energy. Many islands contain strategic military bases with high-energy demands that we believe would greatly benefit from a less expensive, reliable source of energy that is produced locally, such as OTEC.Contents

~~SWAC//LSC~~Combined-cycle isnatural agas ~~process~~plants ~~that~~typically ~~uses~~need ~~cold~~to ~~water~~be ~~from~~capable ~~locations~~of ~~such~~generating asseveral ~~the~~hundred ~~ocean~~MWs ~~or deep lakes~~ to ~~provide~~attain the ~~cooling~~lower-cost, ~~capacity~~per-kilowatt toinstalled ~~replace~~values ~~traditional~~that ~~electrical~~make ~~chillers~~the inplant aneconomically ~~air conditioning system~~feasible. ~~SWAC/LSC~~Tropical ~~applications~~locations ~~can~~do ~~reduce~~not ~~the~~have ~~energy~~large ~~consumption~~enough ofgrids aand ~~traditional~~market ~~air-conditioning~~demand ~~system~~to bymake asthat ~~much~~plant assize ~~90%~~reasonable. ~~Even when the capital cost amortization of building a typically sized SWAC/LSC system providing 9~~Further,~~800~~ ~~tons~~tropical oflocations ~~cooling~~frequently ~~($140-$150~~do ~~million)~~not ~~are~~have ~~taken~~domestic ~~into~~fuel ~~account~~supplies, ~~SWAC/LSC~~requiring ~~can~~fuel ~~save~~to ~~the~~be ~~customer~~imported. ~~approximately~~In ~~25-40%~~order ~~when compared~~ to ~~conventional~~import ~~systems—we~~natural ~~estimate~~gas, ~~savings~~it ~~can~~must be asliquefied ~~high~~for asshipment ~~50% in locations where air temperatures~~ and ~~electricity~~then ~~costs~~vaporized ~~are~~at ~~high~~the location. ~~Cooling~~There ~~systems using seawater or groundwater for large commercial structures~~ are ininitial ~~use~~cost ~~at numerous locations developed~~ and ~~operated~~public bysafety ~~others~~concerns ~~worldwide,~~with ~~including~~such ~~Bora~~facilities. ~~Bora~~In ~~(Intercontinental Hotel)~~addition, ~~Finland~~gas-fired ~~(Google~~plants ~~Data~~emit ~~Center);~~undesirable ~~Cornell~~nitrogen ~~University~~oxide, ~~NY;~~carbon ~~Stockholm~~dioxide, ~~Sweden;~~ and ~~the~~volatile ~~City~~organic ~~of Toronto, Canada~~compounds.

5Solar ~~Table~~applications continue to increase as the cost and effectiveness of ~~Contents~~photovoltaic panels improve. However, we estimate that the cost to install solar panels in tropical regions remains high. Beyond the issues with shipping and labor costs that all construction must overcome, the design and building code requirements are more stringent in storm-prone areas, which are subject to potential wind damage from hurricanes, earthquakes, and typhoons, than are typically encountered in mainland nontropical installations. Support structures must be more substantial in order to hold the solar panels in place in case of hurricane-force winds. Solar power, like wind power, places substantial stress on an electrical grid. Since the input of both of these sources is subject to weather conditions, they cannot be considered reliable suppliers of power, and back-up capacity is necessary. Further, instantaneous changes in output due to sporadic cloud cover create transient power flow to the grid and difficulties in maintaining proper voltages and stability. OTEC is a stabilizing source to the grid, providing constant and predictable power, and has no emissions. The ability of OTEC to provide constant, continuous power is a large benefit as compared to any of the other renewable options available.

~~How~~OTEC’s ~~Our~~power ~~Technology~~price, ~~Works~~determined almost entirely by the amortization of its initial cost, is a protection against inflation and rising interest rates, which greatly affect coal and oil. Customers in our target markets currently pay significantly more for power from coal and oil-fueled power plants than comparable populations. Additionally, imported fuels are subject to price volatility, which directly impacts the cost of electricity and adds operating risk during a plant's life. The fuel handling to allow for shipping, storage, and local transport is expensive, a potential source of damaging fuel spills, and a basis for environmental concerns. Fossil-fuel plants create pollution, emit carbon dioxide, and are visually unappealing, which is of particular concern in tropical areas renowned for their clear, pristine air and beauty. We believe that an OTEC plant can reduce power costs for these markets by up to 40%, compared to their current electrical costs, and when revenues from fresh drinking water, aquaculture, and agriculture production are considered, the justification is even more compelling.

~~OTEC~~Overview ~~uses the natural temperature difference between cooler deep ocean water at a depth~~ of approximately 3,000 feet and warmer shallow or surface water to create energy. An OTEC plant project involves installing about 6.0 feet diameter, deep-ocean intake pipes (which can readily be purchased), together with surface water pipes, to bring seawater onshore. OTEC uses a heat pump cycle to generate power. In this application, an array of heat exchangers transfers the ~~warm~~Market ocean surface water as an energy source to vaporize a liquid in a closed loop, driving a turbine, which in turn drives a generator to produce electricity. The cold deep ocean water provides the required temperature to condense vapor back into a liquid, thus completing the thermodynamic cycle, which is constantly and continuously repeated. The working fluid is typically ammonia, as it has a low boiling point. Its high hydrogen density makes ammonia a very promising green energy storage and distribution media. Among practical fuels, ammonia has the ~~highest~~Feasibility ~~hydrogen density, including hydrogen itself, in either its low temperature, or cryogenic, and compressed forms. Moreover, since the ammonia molecule is free~~ of ~~carbon~~OTEC ~~atoms (unlike many other practical fuels), combustion of ammonia does not result~~ in ~~any~~Current ~~carbon~~Market dioxide emissions. The fact that ammonia is already a widely produced and used commodity with well-established distribution and handling procedures allows for its use as an alternative fuel. This same general principle is used in steam turbines, internal combustion engines, and, in reverse, refrigerators. Rather than using heat energy from the burning of fossil fuels, OTEC power draws on temperature differences of the ocean caused by the sun’s warming of the ocean’s surface, providing an unlimited and free source of energy.Conditions

~~OTEC~~We ~~and~~believe ~~SWAC/LSC~~that ~~infrastructure~~OTEC ~~offers~~is anow ~~modular~~an ~~design~~economically, ~~that~~technologically, ~~facilitates~~and ~~adding~~environmentally ~~components~~competitive topower ~~satisfy~~source, ~~customer~~especially ~~requirements~~for ~~and~~developing ~~access~~or toemerging acountries ~~sufficient~~in ~~supply~~certain oftropical ~~cold~~and ~~water.~~subtropical ~~These~~regions ~~components~~contiguous ~~include~~to ~~reverse-osmosis~~oceans. ~~desalination~~Our ~~plants~~natural totarget ~~produce~~markets ~~drinkable~~are ~~water,~~communities ~~bottling~~in ~~plants~~countries toaround ~~commercialize~~ the ~~drinkable~~Caribbean, ~~water~~Asia, and ~~off-take~~the ~~solutions~~Pacific. ~~for~~These ~~aquaculture~~locations ~~uses~~are ~~(such~~typically ascharacterized ~~fish~~by ~~farms)~~limited infrastructure, ~~which~~high ~~benefit~~energy ~~from~~costs, ~~the~~mostly ~~enhanced~~imported ~~nutrient~~or ~~content~~expensively ofgenerated ~~deep~~electricity, ~~ocean~~and ~~water.~~frequent Asignificant ~~further~~fresh ~~advantage~~water ofand afood ~~modular~~shortages. ~~design~~These isare ~~that,~~serious ~~depending~~limitations on ~~the~~economic ~~patterns~~development, ofwhich ~~electricity~~we ~~demand~~believe ~~and~~our ~~output of the~~ OTEC ~~plant,~~technology ~~a desalination plant~~ can ~~be run using the excess electricity capacity~~address.

~~Currently,~~The ~~OTEC~~National ~~requires~~Oceanic aand ~~minimum~~Atmospheric ~~temperature~~Administration ~~difference~~(NOAA) ofreports ~~approximately~~that 20the ~~degrees~~development ~~Celsius~~of ~~to operate, with each degree greater than this increasing output by approximately 10-15%.~~ OTEC technology has ~~potential~~promise ~~applications~~ in tropical ~~and subtropical zones and is particularly well suited for tropical islands and coastal~~ areas, ~~with~~where ~~proximate~~year-round ~~access~~temperature todifferences ~~both~~between ~~cold~~the deep ~~water~~cold and warm surface ~~water.~~waters ~~These communities~~ are ~~typically~~greater ~~subject~~than to20 ~~high~~degrees ~~and~~Celsius ~~fluctuating~~(36 ~~energy~~degrees ~~costs~~Fahrenheit). ~~ranging~~This ~~from~~energy ~~$0.28-$0.75~~technology ~~per~~also ~~kWh,~~has asthe ~~they~~potential ~~rely~~to ongenerate ~~importing~~potable ~~fossil~~water, ~~fuels~~hydrogen, ~~for~~and ~~power generation~~ammonia. ~~Data~~Cold water from the ~~National~~OTEC ~~Renewable~~process ~~Energy~~can ~~Laboratory~~be ofused ~~the~~to ~~U.S.~~benefit ~~Department~~commercial ofproducts, ~~Energy~~such ~~website~~as ~~indicated~~air ~~that~~conditioning ~~at least 68 countries~~ and ~~29 territories around the globe appear to meet these criteria~~aquaculture.

~~The~~Over ~~world’s largest OTEC power plant to date was operational at~~ the ~~NELHA~~past ~~facility~~15 ~~in Hawaii and was connected to the electrical grid. It provided base-load electricity produced by OTEC to residential homes. Around the world~~years, athere ~~couple of other successful developmental and experimental plants~~ have been ~~built,~~substantial ~~and~~changes ~~the~~in ~~U.S.~~many ~~National~~areas ~~Oceanic and Atmospheric Administration, or NOAA, has stated~~ that: ~~“The~~have ~~qualitative~~now ~~analysis~~made of the ~~technical~~commercialization ~~readiness~~ of OTEC ~~by experts at this workshop suggest that~~ a ~~<10 MWe floating~~reality, ~~closed-cycle~~influenced ~~OTEC~~by ~~facility~~the isfrequently ~~technically~~changing ~~feasible~~and ~~using~~unpredictable ~~current~~price ~~design,~~of ~~manufacturing,~~oil ~~deployment techniques~~ and ~~materials”~~the ~~(https://coast.noaa.gov/data/czm/media/otec_nov09_tech.pdf).~~effects Weof ~~believe~~climate ~~that~~change weleading ~~have sufficient skill and knowledge~~ to ~~now~~violent ~~commercialize~~weather ~~5-MW~~patterns toand ~~30-MW~~drought ~~land-based~~conditions ~~OTEC~~around ~~plants, using off-~~the~~-shelf~~ ~~components, including the cold-water piping~~world.

~~SWAC/LSC~~Facts islike athese ~~significantly~~have ~~more~~increased ~~cost-effective~~attention and ~~environmentally~~interest ~~friendly~~in ~~way~~OTEC toin ~~implement~~the ~~air-conditioning~~commercial ~~using~~sector ~~cold~~and ~~water~~among ~~sourced~~candidates. ~~from~~With ~~lakes or, analogous with~~ OTEC, ~~deep ocean water~~power, ~~rather~~customers ~~than~~can ~~from~~decouple anthe ~~electric~~price ~~chiller. Comparing Federal Energy Management Program engineering efficiency requirements~~ of ~~approximately 0.94 kilowatts of~~ electricity ~~per~~from ~~ton~~the ofprice ~~cooling capacity with our own engineering estimates~~ of ~~0.09~~oil, ~~kilowatts~~combat ofthe ~~electricity~~effects ~~per ton~~ of ~~cooling~~climate ~~capacity~~change, ~~as calculated by DCO Energy, our engineering, procurement,~~ and ~~construction partner, we estimate that SWAC/LSC systems can~~ reduce ~~electricity~~greenhouse ~~consumption~~gases byescaping upinto to 80-90% over conventional systems. Therefore, we believe energy reductions may make SWAC/LSC systems well-suited for large structures, such as office complexes, medical centers, resorts, data centers, airports, and shopping malls. We believe that other SWAC/LSC plants we may develop will likely achieve similar efficiencies. There are examples of proven successful SWAC/LSC systems in use, including a large 79,000-ton system used to cool buildings in the downtown area of the City of Toronto, Canada; a SWAC system in Google’s data center in Finland that uses waters from the Baltic Sea to keep servers cool; and a system with more than 18,000 tons of cooling in operation at Cornell University, Ithaca, New Yorkatmosphere. .

67 Table of Contents

~~OTEC~~According ~~Versus~~to ~~Other~~the U.S. Energy ~~Sources~~Information Administration (“EIA”), renewable energy can play an important role in U.S. energy security and in reducing greenhouse gas emissions. Using renewable energy can help to reduce energy imports and reduce fossil fuel use, which is the largest source of U.S. carbon dioxide emissions.

~~The~~As ~~construction~~the ~~costs~~Army ofoptimizes ~~power plants using any technology are much higher in remote locations, such as tropical islands, than on~~ the ~~mainland~~use of ~~the United States~~fuel, ~~principally due to the need to transport materials~~water, ~~components~~electricity, and other ~~construction~~resources, ~~supplies~~we ~~and~~increase ~~labor~~our ~~unavailable~~resilience ~~locally.~~while ~~There~~saving ~~are~~taxpayer ~~also~~dollars ~~considerations~~and ~~that~~reducing ~~make~~our ~~those~~impact ~~other~~on ~~technologies~~the ~~less attractive in those areas~~planet. WeThe ~~believe~~Army ~~the~~will ~~consistency~~mitigate ~~of OTEC during its life provides clear advantages over other power-generation technology in the tropical~~ and ~~subtropical~~adapt ~~markets~~to ~~because~~climate ~~its~~change, ~~base-load power (available at all times~~ and ~~not~~in ~~subject~~doing toso ~~fluctuations~~gain ~~throughout~~a ~~the~~strategic ~~day)~~advantage, isespecially anas ~~important~~we ~~asset~~continue to ~~the~~outpace ~~small~~our ~~transmission~~near-peer ~~grid, which is typical in these regions~~competitors.

~~Combined-cycle~~We ~~natural~~believe ~~gas plants typically need to be capable of generating several hundred MWs to attain~~ the ~~lower-cost,~~ongoing ~~per-kilowatt~~concerns ~~installed~~about ~~values~~environmental ~~that~~issues ~~make~~and the ~~plant~~price ~~economically~~instability ~~feasible.~~of ~~Tropical~~fossil-fuel ~~locations~~prices doare ~~not~~motivation ~~have~~for ~~large~~increased ~~enough~~commercial ~~grids~~interest ~~and~~in ~~market~~OTEC, ~~demand~~renewed toactivity ~~make~~in ~~that~~the ~~plant~~commercial ~~size reasonable. Further~~sector, ~~tropical~~and ~~locations~~increased ~~frequently~~interest doamong ~~not~~communities ~~have~~and ~~domestic~~agencies ~~fuel~~that ~~supplies,~~recognize ~~requiring~~the ~~fuel~~potential tobenefits beof ~~imported.~~this ~~In order to import natural gas~~technology, itincluding ~~must be liquefied for shipment and then vaporized at~~ the ~~location~~U.S. ~~There~~Department ~~are~~of ~~initial~~Defense ~~cost~~ and ~~public safety concerns with such facilities~~U.S. InDepartment ~~addition,~~of ~~gas-fired~~the ~~plants~~Interior ~~emit undesirable nitrogen oxide, carbon dioxide, and volatile organic compounds~~territories.

~~Solar~~Political ~~applications~~instability, ~~continue~~especially toin ~~increase~~Eastern asEurope ~~the cost~~ and ~~effectiveness~~the ofMiddle ~~photovoltaic~~East ~~panels~~proved ~~improve. However, we estimate~~ that ~~the~~fossil-fuel-producing ~~cost to install solar panels in tropical~~ regions ~~remains high. Beyond the issues with shipping~~ and ~~labor~~oil ~~costs~~price ~~that~~volatility ~~all~~have ~~construction~~exposed ~~must overcome,~~ the ~~design~~criticality ~~and~~of ~~building~~energy ~~code~~security ~~requirements~~and ~~are~~independence ~~tougher~~for inall ~~storm-prone~~countries. ~~areas,~~The ~~which~~need ~~are subject~~ to ~~potential~~have ~~wind~~tighter ~~damage~~control ~~from~~of ~~hurricanes,~~domestic ~~earthquakes,~~energy ~~and~~requirements ~~typhoons,~~is ~~than~~a ~~are~~matter ~~typically~~of ~~encountered~~increasing ininternational ~~mainland nontropical installations~~concern. ~~Support~~Continued ~~structures~~reliance ~~must~~on beother ~~more~~countries ~~substantial~~(particularly inthose ~~order to hold the solar panels~~ in ~~place in case of hurricane~~oil-~~force~~producing ~~winds.~~regions) ~~Solar~~is ~~power,~~no ~~like~~longer ~~wind~~a ~~power,~~favorable ~~places substantial stress on an electrical grid~~option. ~~Since~~We ~~the~~believe ~~input of both of~~ these ~~sources~~considerations iswill ~~subject~~continue to ~~weather~~drive ~~conditions,~~renewable ~~they~~research ~~cannot be considered reliable suppliers of power,~~ and ~~back-up~~commercialization ~~capacity~~efforts isthat ~~necessary.~~promote ~~Further,~~technologies ~~instantaneous~~with ~~changes~~global inpotential ~~output due~~ to ~~sporadic~~replace ~~cloud~~fossil-fuel-based ~~cover~~energy ~~create~~systems ~~transient power flow to the grid~~ and ~~difficulties~~benefit infrom ~~maintaining~~base-load ~~proper~~capabilities ~~voltages~~like ~~and stability.~~ OTEC ~~is a stabilizing source to the grid, providing constant and predictable power, and has no emissions~~. ~~The ability of OTEC to provide constant, continuous power is a large benefit as compared to any of the other renewable options available.~~

Our ~~estimated price for OTEC-generated power of approximately $0.30 per kWh under~~ current ~~economic~~management ~~conditions,~~team ~~which~~has ~~can~~led bethe asdevelopment ~~low~~of asthe ~~$0.18~~business ~~net~~since ~~per~~2010 ~~kWh with maximum efficiency~~ and ~~revenue~~has ~~from~~advanced ~~water production, is also constant both throughout~~ the ~~year~~technology and ~~over~~understanding aof ~~plant’s life.~~ OTEC’s ~~power price, determined almost entirely by the amortization of its initial cost, is a protection against inflation~~ and ~~rising~~SWAC/LSC ~~interest~~to ~~rates,~~worldwide ~~which greatly affect coal and oil. Customers in our target~~ markets ~~currently pay from $0~~.25 toThese asefforts ~~high~~have ashelped ~~$0.60~~us ~~per~~establish ~~kWh~~a marketplace for ~~power~~our ~~from~~technology ~~coal~~ and ~~oil-fueled~~an ~~power~~understanding ~~plants.~~of ~~However, imported fuels are subject to price volatility, which directly impacts~~ the ~~cost~~importance of ~~electricity and adds operating risk during a plant's life. The fuel handling to allow for shipping~~designing, ~~storage~~building, and ~~local~~operating ~~transport is expensive,~~ a ~~potential source of damaging fuel spills, and a basis for environmental concerns. Fossil~~commercial-~~fuel~~grade ~~plants create pollution, emit carbon dioxide, and are visually unappealing, which is of particular concern in tropical areas renowned for their clear, pristine air and beauty. We project~~ OTEC can save these markets up to 40%, compared to their current electrical costs, and when revenues from fresh drinking water, aquaculture, and agriculture production are considered, the justification is even more compellingsystem.

~~Overview~~Our ~~of the Market and the Feasibility of OTEC in Current Market Conditions~~Competition

We ~~believe~~compete ~~that~~in the development, construction, and operation of OTEC isand ~~now~~SWAC/LSC anplants ~~economically~~with other operators that develop similar facilities powered by other energy sources, ~~technologically~~primarily oil, ~~and~~natural ~~environmentally~~gas, ~~competitive~~nuclear energy, and solar power. ~~source,~~These ~~especially~~traditional energy sources have well-established infrastructures for ~~developing~~production, ordelivery, ~~emerging~~and ~~countries~~supply, inwith ~~certain~~well-known ~~tropical~~commercial terms, and ~~subtropical~~are ~~regions~~currently ~~contiguous~~less costly to ~~oceans.~~construct ~~Our~~than ~~natural~~an ~~target~~OTEC ~~markets~~system. ~~are~~In ~~communities~~developing inour ~~countries~~OTEC ~~around~~and ~~the~~SWAC/LSC ~~Caribbean~~plants, ~~Asia,~~we ~~and~~will ~~the~~need ~~Pacific.~~to ~~These~~satisfy ~~locations~~our ~~are~~customers ~~typically~~that ~~characterized~~these bytechnologies ~~limited~~are ~~infrastructure,~~sound ~~high~~and ~~energy costs~~economical, ~~mostly~~which ~~imported~~may orbe ~~expensively~~a ~~generated~~challenge ~~electricity,~~until and ~~frequent~~unless ~~significant~~we ~~fresh~~have ~~water~~an ~~and~~established, ~~food~~successful ~~shortages~~operating history. ~~These~~The ~~are~~energy ~~serious~~industry ~~limitations~~is ondominated ~~economic~~by ~~development,~~an ~~which~~array weof ~~believe~~companies ~~our~~of ~~OTEC~~all ~~technology~~sizes ~~can~~that ~~address~~have proven technologies and well-established fuel sources from a number of suppliers.

~~The~~We ~~National~~expect ~~Oceanic~~that we will encounter increasing competition for OTEC and ~~Atmospheric~~SWAC/LSC ~~Administration~~plants. ~~(NOAA)~~Other ~~reports~~firms ~~that~~with greater financial and technical resources are focusing on the ~~development~~commercialization of ~~OTEC~~these ~~technology~~technologies. ~~has~~Our ~~promise~~competitors inmay ~~tropical~~benefit ~~areas~~from collaborative relationships with countries, ~~where~~including ~~year-round~~a ~~temperature~~large ~~differences~~number ~~between~~of ~~the~~Caribbean ~~deep~~nations, ~~cold~~that ~~and~~now ~~warm~~have ~~surface~~renewable-energy ~~waters~~standards and are ~~greater~~looking ~~than~~at 20ways ~~degrees~~to ~~Celsius~~reduce ~~(36~~their ~~degrees~~carbon ~~Fahrenheit).~~footprints, ~~This~~decouple ~~energy~~the ~~technology~~price ~~also~~of ~~has~~electricity from the ~~potential~~volatile toprice ~~generate~~of ~~potable~~oil, ~~water~~and increase energy security. Other competitors may have advantageous relationships with authorities such as Hawaii, ~~hydrogen~~U.S. territories, and ~~ammonia~~the U.S. ~~Cold~~Department ~~water~~of ~~from~~Defense, ~~the~~which are looking at OTEC ~~process~~as ~~can~~a bepossible ~~used~~source toof ~~benefit~~renewable ~~commercial~~energy ~~products,~~and ~~such~~water asfor ~~air~~drinking, ~~conditioning~~fish farming, and ~~aquaculture~~agriculture.

~~Over~~We ~~the~~cannot ~~past~~assure ~~15 years, there have been substantial changes in many areas~~ that ~~have~~we ~~now~~will ~~made~~be ~~the~~able ~~commercialization~~to ofcompete ~~OTEC~~effectively aas ~~reality, influenced by~~ the ~~frequently~~industry ~~changing~~grows and ~~unpredictable~~becomes ~~price~~more ofestablished ~~oil~~ and ~~the~~as ~~effects~~OTEC ofand ~~climate~~SWAC/LSC ~~change~~plants ~~leading~~become tomore ~~violent~~accepted ~~weather~~as ~~patterns~~viable and ~~drought~~economic ~~conditions~~energy ~~around the world~~solutions.

~~U.S.~~We ~~oil~~believe ~~companies~~competition ~~and~~in ~~refiners~~this ~~are~~industry ~~likely~~is toand ~~face~~will ~~another~~be ~~challenging~~based 12on ~~months~~technical insoundness ~~2024~~and viability, ~~Bank~~the economics of ~~America~~plant ~~(BofA)~~outputs ~~analysts~~as ~~wrote~~compared into ~~January~~other ~~2024.~~energy ~~BofA~~sources, ~~expects~~developmental ~~Brent~~reputation ~~crude~~and expertise, financial capability, and ability to ~~average~~develop ~~$80~~relationships ~~per~~with ~~barrel~~potential ~~this~~customers. ~~year~~All these factors are outside our control.

~~Facts~~Our ~~like~~Operational ~~these~~Strategy ~~have increased attention~~ and ~~interest~~Economic in OTEC in the commercial sector and among candidates. With OTEC power, customers can decouple the price of electricity from the price of oil, combat the effects of climate change, and reduce greenhouse gases escaping into the atmosphere.Models

~~Greenhouse~~We ~~gas~~have ~~emissions~~developed ~~from~~economic ~~fossil~~models ~~fuels~~of ~~are~~costs ~~projected~~and topotential ~~reach~~revenue astructures ~~record~~that ~~36.8~~we ~~billion~~will ~~metric~~seek ~~tons in 2023, an increase of 1.1% over 2022, according~~ to animplement ~~annual~~as ~~report~~we bydevelop ~~the Global~~OTEC ~~Carbon Project. The US~~ and EUSWAC/LSC ~~have been the biggest climate polluters, historically~~projects.

~~China,~~8 ~~the~~Table ~~US, India, and the EU are the top four polluters responsible for more planet-heating emissions than the rest~~ of ~~the world combined. According to a CNN report in January 2024, they accounted for more than 56% of total global emissions in 2022 (latest figures).~~Contents

~~According~~OTEC to the U.S. Environmental Protection Agency: “Global carbon emissions from fossil fuels have significantly increased since 1900. Since 1970, CO2 emissions have increased by about 90%, with emissions from fossil fuel combustion and industrial processes contributing about 78% of the total greenhouse gas emissions increase from 1970 to 2011. Agriculture, deforestation, and other land-use changes have been the second-largest contributors.”Projects

~~Greenhouse~~The ~~gas~~estimated ~~emissions~~construction ~~from~~costs ~~electricity~~for ~~have~~a ~~increased~~20-MW ~~between~~plant ~~1990~~are ~~and~~approximately ~~2007~~$445 asmillion ~~electricity~~with ~~demand~~hard ~~grew~~costs ~~and~~of ~~fossil~~approximately ~~fuels~~$301 ~~remained~~million ~~the dominant source~~ for ~~generations.~~the ~~Fossil-fuel-fired~~ power ~~plants~~system ~~are~~and aplatform ~~significant~~construction ~~source~~and ~~of domestic carbon dioxide emissions~~piping, ~~the~~which ~~primary~~make ~~cause~~up 68% of ~~global~~the ~~warming~~total. ToThe ~~generate~~remaining ~~electricity,~~32% ~~fossil-fuel-fired~~consists ~~power~~of ~~plants~~other ~~use~~construction ~~natural~~costs ~~gas,~~and ~~petroleum,~~the ~~coal,~~deployment ~~or any form~~ of ~~solid,~~the ~~liquid,~~cold-water orpipe ~~gaseous~~and ~~fuel~~soft ~~derived~~costs ~~from~~of ~~such~~approximately ~~materials.~~$144 ~~Along~~million ~~with~~for ~~the~~design, ~~increasing~~permits ~~use~~and ~~of renewable energy~~licensing, ~~the~~environmental ~~greenhouse~~impact ~~emissions~~assessment, ~~from~~bathymetry, ~~power~~contractor ~~generation have decreased since 2007~~fees, ~~approaching~~and ~~the 1990 levels~~insurance.

7Once ~~Table~~operational, the capacity factor, which is the projected percent of ~~Contents~~time that a power system will be fully operational, considering maintenance, inspections, and estimated unforeseen events, is expected to be 95% annually. This factor is used in our financial calculations, which means the plant will not be generating revenue for 5% of the year. Most fossil-fuel plants have capacity factors around 90%, as a result of the major maintenance for high-temperature boilers, fossil-fuel feed in systems, safety inspections, cleaning, etc. The normal maintenance cycle for the pumps, turbine, and generators used in the OTEC plant is typically every five years. This includes the cleaning of the heat exchangers and installation of new seals.

~~According~~We toanticipate ~~the~~that Uproject returns will be comprised of two components.S. ~~Energy~~First, ~~Information~~as ~~Administration~~the ~~(“EIA”)~~project developer, ~~renewable~~we ~~energy~~will ~~can~~seek ~~play~~a anlump-sum ~~important~~payment ~~role~~as ina ~~U.S.~~development ~~energy~~fee ~~security~~at ~~and~~the intime ~~reducing~~of ~~greenhouse~~closing ~~gas~~the ~~emissions~~project financing for each project. ~~Using~~These ~~renewable~~payments ~~energy~~will ~~can~~be ~~help~~allocated totoward ~~reduce~~reimbursement ~~energy~~of ~~imports~~development costs and ~~reduce~~perhaps ~~fossil~~a ~~fuel~~financial ~~use,~~return ~~which~~at is the ~~largest~~early ~~source~~stage of Ueach project.~~S. carbon~~ ~~dioxide~~The ~~emissions.~~development Infee ~~the Annual~~will ~~Energy~~vary, ~~Outlook~~but ~~2021 reference~~initially ~~case,~~we ~~EIA~~will ~~projects~~seek ~~that~~a ~~U.S. renewable~~fee ~~energy~~of ~~consumption will~~approximately ~~continue~~3% toof ~~increase~~the ~~through~~project ~~2050.~~cost, ~~The~~payable ~~reference~~upon ~~case~~closing ~~generally~~the ~~assumes~~project ~~that~~financing. ~~current~~Second, ~~laws~~we ~~and~~will ~~regulations~~retain ~~that~~a ~~affect~~percentage ~~the~~of ~~energy~~equity ~~sector~~in the project, ~~including~~with ~~laws~~a ~~that~~goal ~~have~~to ~~end~~retain ~~dates,~~a ~~remain~~minimum ~~unchanged~~of ~~throughout~~51% of the ~~projection~~equity ~~period~~in any OTEC project in order to participate in operating revenues.

~~Interest~~We inwill ~~renewable~~seek ~~energy~~revenue from OTEC plants from contract pricing charged on an energy-only price per kWh or on the Ubasis of a generating capacity payment priced per kilowatt per month and an energy usage price per kilowatt-hour (“kWh”).S. ~~military,~~In ~~especially~~many of the ~~U.S.~~countries ~~Army~~of the world where we intend to build OTEC and SWAC/LSC plants, ~~has~~potable ~~increased~~water asis ~~articulated~~in byshort ~~Secretary~~supply. ofIn some locations, water is considered the ~~Army~~more ~~Christine~~important Ecommodity. ~~Wormuth~~Depending inon where the ~~2022~~plant ~~United~~is ~~States~~built, ~~Army~~in ~~Climate~~addition ~~Strategy:~~to revenue from power generation, supplying water for drinking, fish farming, and agriculture would significantly increase plant revenue.

AsWe ~~the~~cannot ~~Army~~guarantee ~~optimizes~~that ~~the use of fuel, water, electricity, and other resources,~~ we ~~increase~~will ~~our~~be ~~resilience~~able ~~while~~to ~~saving~~maintain ~~taxpayer~~the ~~dollars~~revenue ~~and~~points ~~reducing~~noted ~~our~~above, ~~impact~~that onany ~~the~~fees ~~planet.~~received ~~The Army~~ will ~~mitigate~~offset ~~and~~development ~~adapt~~costs incurred to ~~climate change~~date, ~~and~~or inthat ~~doing~~any sooperating ~~gain~~plant awill ~~strategic~~generate ~~advantage, especially as we continue to outpace our near-peer competitors~~revenue.

~~President~~SWAC/LSC ~~Biden’s purpose in Executive Order 14008 clearly stated the need to combat climate change:~~Projects

ItThe isestimated ~~the~~construction ~~policy~~costs offor mya ~~Administration~~SWAC/LSC toplant ~~lead~~are ~~the~~approximately ~~Nation’s~~$150 ~~effort to combat the climate crisis by example—specifically~~million, bywith ~~aligning~~hard ~~the~~costs ~~management~~ of ~~Federal~~approximately ~~procurement~~$91 ~~and~~million ~~real~~for ~~property,~~piping ~~public lands~~ and ~~waters~~installation, ~~and~~which ~~financial~~make ~~programs~~up to60% ~~support~~of ~~robust~~the ~~climate action~~total. ByThe ~~providing~~remaining an40% ~~immediate,~~consists ~~clear, and stable source~~ of ~~product~~the ~~demand~~pump house, ~~increased~~central ~~transparency~~utility ~~and~~plant ~~data~~(CUP), mechanical and ~~robust~~engineering ~~standards~~equipment, ~~for the market~~design, myand ~~Administration~~other ~~will~~contingency ~~help~~costs toand ~~catalyze~~soft ~~private~~costs ~~sector~~of ~~investment~~approximately ~~into~~$59 ~~and~~million ~~accelerate~~for the ~~advancement~~CUP oflicense, ~~America’s industrial capacity to supply~~permits, ~~domestic~~environmental ~~clean~~impact ~~energy~~assessment, ~~buildings~~bathymetry, ~~vehicles,~~ and ~~other necessary products and materials~~insurance.

~~People~~Under inour ~~many~~economic ~~countries today~~model, ~~including~~we ~~the~~will ~~United~~seek ~~States,~~revenue ~~are~~at ~~concerned~~two ~~with~~stages ~~environmental~~of ~~issues~~the ~~caused by fossil-fuel-generated power~~project. ~~Gallup~~First, ~~surveys~~as ~~find~~the ~~public~~project ~~acceptance~~developer, ofwe ~~climate~~will ~~change~~seek isa ~~rising. Americans~~lump-sum ~~favor~~payment ~~“green” solutions over those involving increased production~~ of ~~traditional~~a ~~energy~~development ~~supplies~~fee ~~when~~equal ~~asked how~~ to ~~better~~approximately ~~address the nation’s energy problems. Approximately 35-59~~3% of the ~~public~~project ~~believes~~cost at the ~~nation~~time ~~should~~of ~~emphasize~~closing the ~~development~~project offinancing ~~alternative~~for ~~energy~~each ~~sources~~project. ~~over~~These ~~producing~~payments ~~energy~~would ~~from~~provide ~~oil,~~us ~~gas,~~with ~~and~~income ~~coal.~~at ~~Gallup~~the ~~found~~early ~~that~~stage ~~Americans~~of ~~have~~each ~~consistently~~project. ~~favored conservation or alternative~~The ~~energy production~~second ~~over~~component ~~traditional~~of ~~energy-source~~project ~~production,~~returns ~~though~~is based upon the ~~sizes~~percentage of ~~the~~equity ~~gaps~~we ~~have~~will ~~varied,~~retain ~~depending~~in on the ~~current energy situation~~project.

~~The~~9 ~~international~~Table ~~concern about the harmful effects~~ of climate change led to the negotiation of the Paris Agreement in December 2015 as the culmination of the 2015 United Nations Climate Change Conference. The agreement provides for members to reduce their carbon output as soon as possible and to do their best to keep global warming to no more than two degrees Celsius, or 3.6 degrees Fahrenheit. In order to achieve the desired results, there would have to be a worldwide reduction in emissions from fossil fuels and a shift to renewable resources.Contents

~~Global~~SWAC/LSC ~~acceptance~~contract ofrevenue ~~human~~will ~~influence~~be onbased ~~climate~~typically change may also contribute to a shift in the demand for OTEC. As evidenced by the Paris Agreement reached in December 2015 to combat climate change, 195 nations expressly recognized that conventional fossil-fuel powered energy technologies affect global climate change and the need to embrace a sustainable future in energy and water. Low-lying coastal countries (sometimes referred to as small island developing states) that tend to share similar sustainable development challenges, including small but growing populations, limited resources, remoteness, susceptibility to natural disasters, vulnerability to external shocks, excessive dependence on ~~international~~three trade, and fragile environments, have embraced this recognition and are keenly aware that they are on the frontline of early impact of sea level rise and are aggressively trying to embrace sustainable-energy alternatives. This is a major driving force for OTEC in primary early markets.charges:

In· ~~February~~Fixed ~~2021,~~Price–this is based upon the ~~United~~capital ~~States~~costs ~~officially~~of ~~rejoined~~the project paid over the ~~Paris~~term ~~Climate~~of ~~Accord,~~the ~~standing~~debt and with the ~~world~~intention toof ~~help~~covering ~~fight~~ the ~~‘existential~~costs ~~crisis’~~ of ~~global warming~~debt. ~~Even~~· ~~during~~Operation and Maintenance–this payment covers the ~~years~~cost of the ~~United~~labor ~~States~~and ~~had~~fixed ~~withdrawn~~overhead ~~from~~needed ~~the~~to ~~Paris~~run ~~Climate~~the ~~Accord~~SWAC/LSC system, aas ~~coalition~~well ofas 14any Utraditional chiller plant operating to fulfill back-up or peak-load requirements.S. ~~states,~~· ~~including~~Chilled ~~California~~Water ~~and~~Payment–this ~~New~~is ~~York,~~a ~~said~~variable ~~they~~charge ~~were~~based on ~~track~~the toactual ~~meet~~chilled water use and chilled water generated both by the ~~U.S.~~SWAC/LSC ~~target~~and ofconventional asystem ~~26-28%~~at ~~reduction~~the inagreed ~~greenhouse~~upon ~~gas~~conversion ~~emissions~~factors byof ~~2025,~~kilowatt/ton ~~compared~~and tocurrent ~~2005~~electricity ~~level~~costs in U.S. dollars per kWh.

~~According~~We plan to ~~the~~structure UNproject ~~Climate~~financing ~~Change~~with ~~Live~~the ~~Blog~~goal of ~~January~~retaining ~~12,~~100% ~~2024:~~of the equity in any SWAC/LSC project. We cannot guarantee that we will recover project development costs or realize a financial return over the life of the project.

~~The COP28 UN~~Our ~~Climate~~Project Change Conference in Dubai, the United Arab Emirates, was the biggest of its kind. Some 85,000 participants, including more than 150 Heads of State and Government, were among the representatives of national delegations, civil society, business, Indigenous Peoples, youth, philanthropy, and international organizations in attendance at the Conference from 30 November to 13 December 2023. Timeline

~~COP28 was~~We ~~particularly~~have ~~noteworthy~~not asyet itconstructed ~~marked~~or ~~the~~placed ~~conclusion~~into ofoperation ~~the~~any ~~first ‘global~~OTEC ~~stocktake’~~or ofSWAC/LSC ~~the~~plants. ~~world’s~~However, ~~efforts~~based toon ~~address~~our ~~climate~~planning ~~change~~process ~~under~~and ~~the Paris~~development ~~Agreement.~~experience, ~~Having~~we ~~shown~~estimate that ~~progress~~it ~~was~~will ~~too~~take ~~slow~~approximately ~~across~~two ~~all~~years ~~areas~~or ofmore, ~~climate~~depending ~~action~~on –local ~~from~~conditions, ~~reducing~~including ~~greenhouse~~regulatory ~~gas emissions to strengthening resilience to a changing climate to getting financial~~ and ~~technological~~permitting ~~support~~requirements, to ~~vulnerable~~take ~~nations~~a –project ~~countries~~from ~~responded with~~ a ~~decision on~~ ~~accelerating~~preliminary ~~action~~memorandum ~~across~~of ~~all~~understanding ~~areas~~with ~~by 2030. This includes~~ a ~~call~~potential onpower ~~governments~~or toother ~~speed~~product uppurchaser ~~the transition away from fossil fuels~~ to ~~renewables~~completion ~~such as wind~~ and ~~solar~~commencement ~~power in their next round~~ of ~~climate commitments~~operation.

WeOur ~~believe~~Construction ~~the ongoing concerns about environmental issues~~ and the price instability of fossil-fuel prices are motivation for increased commercial interest in OTEC, renewed activity in the commercial sector, and increased interest among communities and agencies that recognize the potential benefits of this technology, including the U.S. Department of Defense and U.S. Department of the Interior territories.Components

~~Several~~Once ~~large~~we ~~companies~~ have ~~used~~designed ~~their~~the ~~OTEC~~system, ~~technology~~we ~~experience~~will toreview ~~introduce~~the ~~OTEC~~design ~~systems~~with ~~worldwide~~our engineering, ~~supporting~~procurement, and construction partners to maximize the ~~argument~~the likelihood that the ~~technology~~project iscan ~~now~~be atdelivered ~~the~~according ~~point~~to ~~where~~plan itand ~~can~~on bebudget. ~~introduced~~We expect our construction contracts to be at a ~~commercial~~fixed ~~level:~~price and to include penalties if the construction timetable is missed.

●In ~~Since~~our ~~early 2014~~systems, wethe ~~have~~two ~~been~~most ~~working~~important ~~with~~components ~~several~~are ~~industrialized~~heat exchangers and ~~developing~~deep-water ~~countries~~intake pipes. Although there are multiple providers of each of these components, ~~including~~the supply of the best components comes from just a few companies globally. We expect to source our deep-water intake pipes from pipe manufacturing companies in the U.S. ~~Virgin~~and ~~Islands~~Norway, ~~The~~the ~~Bahamas,~~only ~~Cayman~~companies ~~Islands,~~we ~~and~~know ~~others,~~of ~~and~~that ~~investigating~~make ~~suitable~~pipes ~~OTEC~~of ~~sites~~sufficient quality, ~~infrastructural solutions~~strength, and ~~funding~~diameter ~~opportunities~~(2.5 meters) to support our planned OTEC plants.

●We ~~Two~~will ~~nongovernmental~~also ~~organizations~~need ~~promoting~~high ~~OTEC~~quality, ~~have~~large ~~been~~heat ~~created:~~exchangers ~~OTEC~~for ~~Foundation~~our ~~(based~~systems; inheat ~~The~~exchangers ~~Netherlands)~~represent ~~and~~a large percentage of the projected costs of our OTEC ~~Africa~~and ~~(based~~SWAC/LSC systems and account for a significant portion of the complexity inherent in ~~Sweden)~~commercial OTEC and SWAC/LSC designs.

●Other ~~New~~major ~~technological~~components, ~~advances~~such ~~for~~as ~~larger~~ammonia ~~and~~turbines, ~~more~~generators, ~~robust deep seawater pipes~~ and ~~more efficient and cost-effective heat exchangers,~~ pumps, ~~and~~are ~~other~~manufactured ~~components~~by ~~have,~~several inmultinational ~~our opinion~~companies, ~~further~~including ~~improved~~General ~~the~~Electric ~~economics~~and ~~for OTEC~~Siemens.

8Our ~~Table of Contents~~Operations

●For ~~Many~~OTEC ~~countries~~electricity-generating facilities, ~~including~~we aintend ~~large~~to ~~number~~enter ofinto ~~Caribbean~~20- ~~nations~~to 30-year power purchase agreements, ~~now~~or ~~have~~PPAs, ~~renewable~~pursuant ~~energy~~to ~~standards~~which ~~and~~the ~~are~~project ~~looking~~would atsupply ~~ways~~fixed-price, baseload electricity to ~~reduce~~satisfy ~~their~~the ~~carbon~~minimum ~~footprints,~~demand ~~decouple~~of the ~~price~~purchaser’s ofcustomers. ~~electricity~~This ~~from~~PPA ~~the~~structure ~~volatile~~allows ~~price~~customers ofto ~~oil,~~plan and ~~increase~~budget their energy ~~security.~~costs ~~Along~~over ~~with~~the ~~these~~life ~~countries,~~of wethe ~~are~~contract. ~~aware~~For ~~that~~our ~~Hawaii,~~SWAC/LSC ~~U.S. territories~~systems, ~~and~~we ~~the~~intend ~~U.S.~~to ~~Department~~enter ofinto ~~Defense~~20- ~~are~~to ~~looking~~30-year atenergy ~~OTEC~~service asagreements, aor ~~possible~~ESAs, ~~source~~to ofsupply ~~renewable~~minimum ~~energy~~quantities ~~and~~of chilled water for ~~drinking,~~use ~~fish~~in ~~farming,~~a ~~and~~customer’s ~~agriculture~~air conditioning system.

●We ~~The~~anticipate ~~NELHA~~that ~~demonstration~~operations of OTEC ~~plant~~and inSWAC/LSC ~~Hawaii~~plants ~~produced~~will ~~100~~be ~~kilowatts~~subcontracted to third parties that will take responsibility for ensuring the efficient operation of ~~sustainable~~the plants. These arrangements may reduce our exposure to operational risk, ~~continuous~~although ~~electricity~~they ~~annually~~may also reduce our financial return if actual operating costs are less than the subcontract payments. We cannot assure that any OTEC and ~~had~~SWAC/LSC ~~powered~~plants will permit the PPAs and ESAs to yield minimum target internal rates of return. Our first projects are likely to have lower returns than subsequent projects. Variances in internal rates of return may occur due to a ~~neighborhood~~range of ~~120~~factors, ~~homes~~including availability and structure of project financing and localized issues such as taxes, some of which may be outside of our control.

~~Recent~~We ~~international~~expect ~~political~~our ~~instability,~~OTEC ~~especially~~contract inpricing ~~Eastern~~will ~~Europe~~be ~~and~~charged ~~the~~either ~~Middle~~on ~~East~~an ~~proved that fossil~~energy-~~fuel-producing~~only ~~regions and oil~~ price ~~volatility~~per ~~have~~kWh ~~exposed~~or on the ~~criticality~~basis of ~~energy~~a ~~security~~capacity ~~and~~payment ~~independence~~priced ~~for~~per ~~all~~kilowatt ~~countries.~~per ~~The~~month ~~need~~and toan ~~have tighter control of domestic~~ energy ~~requirements~~usage isprice aper ~~matter of increasing international concern~~kWh. ~~Continued~~We ~~reliance~~cannot onguarantee ~~other~~that ~~countries~~this ~~(particularly~~pricing ~~those in oil-producing regions) is no longer a favorable option. We believe these considerations~~ will ~~continue~~enable us to ~~drive~~recoup ~~renewable~~our ~~research~~funding and ~~commercialization~~project ~~efforts~~costs ~~that~~and ~~promote~~allow ~~technologies~~us ~~with global potential~~ to ~~replace~~earn ~~fossil-fuel-based~~a ~~energy systems and benefit from base-load capabilities like OTEC~~profit.

~~Our~~10 ~~current~~Table ~~management team has led the development~~ of the business since 2010 and has advanced the technology and understanding of OTEC, SWAC/LSC to worldwide markets. These efforts have helped us establish an eager marketplace for our technology and an understanding of the importance of designing, building, and operating a commercial-grade OTEC system. Our efforts in the U.S. Virgin Islands included an extensive feasibility study explaining how OTEC could operate successfully. The Public Services Commission of the U.S. Virgin Islands has approved our application to be a “qualified facility” and build a 15MW OTEC plant on the island of St. Croix. In addition to the OTEC plant, we have presented testimony to the territory showing how OTEC could provide potable water to the U.S. Virgin Islands. We have held multiple meetings with the U.S. Army, U.S. Department of Defense Officials, Indian Government Officials, and others to explain more about OTEC technology. We believe we have made good progress in explaining the benefits of OTEC and that the technology is ready for commercialization by our company.Contents

We ~~are~~continue ~~discussing~~to ~~both~~review ~~OTEC~~other ~~and~~contracting ~~SWAC/LSC~~opportunities ~~projects~~that ~~with~~will ~~various~~help ~~federal~~commercialize ~~government~~OTEC ~~departments~~technology. ~~and~~There ~~large~~can ~~U.S.~~be ~~engineering~~no ~~companies.~~assurance ~~Currently,~~we ~~several~~will ~~projects~~be ~~are~~able into obtain the ~~planning~~terms ~~and~~outlined ~~discussion phase:~~above.

	●	We are in discussions with the U.S. Department of Defense for a 17.5 MW OTEC system for a remote military base in the South Pacific.
	●	We have prepared designs for OTEC and/or SWAC/LSC for an Eco Village powered by an OTEC plant for the U.S. Virgin Islands.

Marketing Strategies

●Our Wemarketing ~~have~~and ~~made~~sales ~~application~~efforts ~~for~~are ~~several~~managed ~~grants~~and ~~through~~directed ~~the~~by ~~U.S.~~our ~~Department~~chairman ofand ~~Energy~~chief toexecutive ~~support~~officer, ~~the~~Jeremy ~~commercialization~~P. ofFeakins, ~~OTEC~~who ~~technology~~has ~~together~~40 ~~with~~years’ ~~the~~experience ~~production~~ of ~~"green~~senior-level ~~hydrogen.”~~sales ●in Weboth ~~continue~~commercial toand ~~respond~~governmental tomarkets. ~~inquiries~~Our ~~for~~marketing ~~OTEC/SWAC/LSC~~campaign ~~from~~has focused on educating potential customers ~~around~~concerning the ~~world.~~economic, ●environmental, Weand ~~continue~~other tobenefits ~~utilize~~of ~~our~~OTEC ~~Small~~and ~~Business~~SWAC/LSC ~~Innovation~~through ~~Research~~personal ~~credentials~~contacts, inindustry ~~discussions~~interactions, ~~with~~our ~~the U.S. government~~website, and ~~including~~social ~~for~~media ~~remote military bases in tropical regions~~channels.

InOur ~~light~~target markets are comprised of ~~the~~large ~~foregoing~~institutional customers that typically include governments, weutilities, ~~believe~~large itresorts, ishospitals, ~~appropriate~~educational toinstitutions, ~~seek~~and ~~additional~~municipalities. ~~funding~~We market to ~~further~~them ~~progress~~directly through personal meetings and ~~build~~contact by our ~~engineering~~chief executive officer and ~~technical~~other ~~teams,~~key ~~develop~~team ~~our~~members. ~~intellectual~~We ~~property,~~also ~~file~~make ~~patents~~extensive ~~for~~use ~~several~~of ~~OTEC~~centers ~~technical~~of ~~systems~~influence, ~~and~~either ~~advance~~to heighten awareness of our ~~current~~products ~~opportunities~~in the minds of key customers’ decision-makers or to ~~support~~secure face-to-face meetings and preliminary agreements between our ~~growth~~customers ~~strategy~~and our chief executive officer.

~~Our~~Sales ~~Competition~~cycles in our business are extraordinarily long and complex and often involve multiple meetings with the governmental, regulatory, electric utility, and corporate entities. Therefore, we cannot predict when or if any projects we currently have under development will progress to a signed contract or operational phase and generate revenue. We do not expect sales to be seasonal or cyclical.

WeMaterial compete in the development, construction, and operation of OTEC and SWAC/LSC plants with other operators that develop similar facilities powered by other energy sources, primarily oil, natural gas, nuclear energy, and solar power. These traditional energy sources have well-established infrastructures for production, delivery, and supply, with well-known commercial terms. In developing our OTEC and SWAC/LSC plants, we will need to satisfy our customers that these technologies are sound and economical, which may be a challenge until and unless we have an established successful operating history. The energy industry is dominated by an array of companies of all sizes that have proven technologies and well-established fuel sources from a number of suppliers.Regulation

WeOur ~~expect~~business ~~that we will encounter increasing competition for OTEC~~ and ~~SWAC/LSC~~products ~~plants. Other firms with greater financial and technical resources~~ are ~~focusing~~subject onto ~~commercialization~~material ofregulation. ~~these~~However, ~~technologies.~~because ~~Our~~we ~~competitors~~contemplate ~~may~~offering ~~benefit~~our ~~from~~products ~~collaborative~~and ~~relationships~~services ~~with~~in different countries, ~~including~~the aspecific ~~large~~nature ~~number~~ of ~~Caribbean~~the ~~nations,~~regulatory ~~that~~requirements ~~now~~will ~~have~~be ~~renewable-energy~~wholly ~~standards~~dependent ~~and~~on ~~are~~the ~~looking~~nation atwhere ~~ways~~the toproject ~~reduce~~will ~~their~~be ~~carbon~~located ~~footprints,~~and ~~decouple~~ the ~~price~~national, ~~of electricity from the volatile price of oil~~state, and ~~increase~~local ~~energy~~regulations ~~security.~~that ~~Other~~apply ~~competitors~~at ~~may~~that ~~have~~location. ~~advantageous~~In ~~relationships~~all ~~with authorities such as Hawaii~~cases, ~~U.S.~~we ~~territories,~~expect ~~and~~ the ~~U.S.~~level ~~Department~~ of ~~Defense,~~regulation ~~which~~will ~~are~~be ~~looking~~material atand ~~OTEC~~will asrequire asignificant ~~possible~~permitting ~~source of renewable energy~~ and ~~water~~ongoing ~~for~~compliance ~~drinking,~~during ~~fish~~the ~~farming,~~life ~~and~~of ~~agriculture~~the project.

WeThe ~~cannot~~most ~~assure~~significant ~~that~~regulations we will likely be ~~able~~environmental toand ~~compete~~will ~~effectively~~include asmitigating ~~the~~possible ~~industry~~adverse ~~grows~~effects ~~and~~during ~~becomes~~both ~~more~~the ~~established~~construction and asoperational ~~OTEC~~phases ~~and~~of the project. However, we believe that the limited plant site disturbance of both SWAC/LSC ~~plants~~and ~~become~~OTEC ~~more~~projects, ~~accepted~~together with the significantly lower emissions that result from these projects as ~~viable~~compared ~~and~~to ~~economic~~fossil-fuel ~~energy~~electrical ~~solutions~~generation, will make compliance with all such regulation manageable in the normal course.

The second most significant regulations will likely involve coordination with existing infrastructure. We believe ~~competition~~compliance inwith this ~~industry~~type isof ~~and~~regulation ~~will~~is bea ~~based~~routine oncivil ~~technical~~engineering ~~soundness~~coordination ~~and~~process ~~viability,~~that ~~the~~exists ~~economics~~for ofall ~~plant~~new ~~outputs~~buildings asand ~~compared~~infrastructure toprojects ~~other~~of ~~energy~~all ~~sources~~types. Again, ~~developmental~~we ~~reputation~~believe ~~and~~that ~~expertise,~~the ~~financial~~design ~~capability,~~of both SWAC/LSC and ~~ability~~OTEC toprojects ~~develop~~can ~~relationships~~readily ~~with~~be ~~potential~~modified ~~customers.~~to ~~All~~avoid ~~these~~interference ~~factors~~with ~~are~~existing ~~outside~~infrastructure ~~our~~in ~~control~~most cases.

~~Our Operational Strategy and Economic Models~~Facilities

WeOur ~~have~~principal ~~developed~~executive ~~economic~~offices ~~models~~are oflocated ~~costs~~at. ~~and~~3675 ~~potential~~Market ~~revenue~~Street, ~~structures~~Suite ~~that~~200, wePhiladelphia ~~will~~PA ~~seek~~19104. We also maintain a small office in Lancaster, PA, pursuant to ~~implement~~a aslease wewith ~~develop~~a ~~OTEC~~company ~~and~~controlled ~~SWAC/LSC~~by ~~projects~~our chief executive officer. Our telephone number at that address is (717) 299-1344.

~~OTEC~~Intellectual ~~Projects~~Property

~~The~~We ~~estimated~~use ~~construction~~or ~~costs~~intend ~~for~~to aemploy ~~20-MW~~in ~~plant~~the ~~are~~performance ~~approximately~~of ~~$445~~our ~~million~~material ~~with~~contracts, ~~hard~~intellectual ~~costs~~property rights in relation to the design and development of ~~approximately~~OTEC ~~$301~~plants. ~~million~~Our ~~for~~intellectual ~~the~~property ~~power~~rights ~~system~~can ~~and~~be ~~platform~~categorized ~~construction~~broadly ~~and~~as ~~piping~~proprietary know-how, ~~which~~technical ~~make~~databases, upand ~~68%~~trade ofsecrets ~~the~~comprising ~~total.~~concept ~~The~~designs, ~~remaining~~plant ~~32%~~design, ~~consists~~and ofeconomic ~~other~~models. ~~construction~~Additionally, ~~costs~~we ~~and~~have ~~the~~received ~~deployment~~approval offrom the ~~cold-water~~U.S. ~~pipe~~Patent and ~~soft~~Trademark ~~costs~~Office offor ~~approximately~~the ~~$144~~trademark ~~million~~TOO DEEP® for ~~design,~~use ~~permits~~with ~~and~~the ~~licensing,~~provision ~~environmental~~of ~~impact~~desalinated ~~assessment,~~deep ~~bathymetry,~~ocean ~~contractor~~water ~~fees,~~for ~~and insurance~~consumption.

911 Table of Contents

~~Once~~We ~~operational,~~may ~~the~~apply ~~capacity~~for ~~factor,~~patents ~~which~~for iscomponents ~~the projected percent~~ of ~~time that a power system will be fully operational, considering maintenance, inspections, and estimated unforeseen events, is expected to be 95% annually. This factor is used in~~ our ~~financial~~intellectual ~~calculations,~~property ~~which means the plant will not be generating revenue~~ for 5%OTEC ofand ~~the~~SWAC/LSC ~~year. Most fossil-fuel plants have capacity factors around 90%~~systems, asincluding anovel ~~result~~or ofnew ~~the~~methodologies ~~major maintenance~~ for ~~high~~cold-~~temperature~~water ~~boilers~~piping, ~~fossil-fuel~~heat ~~feed in systems~~exchanges, ~~safety inspections, cleaning, etc. The normal maintenance cycle for the pumps, turbine,~~ and ~~generators~~computer-aided ~~used~~design ~~in the OTEC plant is typically every five years~~programs. ~~This~~We ~~includes~~cannot ~~the~~guarantee ~~cleaning~~that ofany ~~the~~patents ~~heat~~we ~~exchangers~~seek ~~and~~will ~~installation~~be ~~of new seals~~granted.

WeOur ~~anticipate~~intellectual ~~that~~property ~~project~~has ~~returns~~been ~~will~~developed beby ~~comprised~~our ofemployees ~~two~~and ~~components:~~is ~~First,~~protected asunder ~~the~~employee ~~project~~agreements ~~developer,~~confirming wethat ~~will seek a lump-sum payment as a development fee at~~ the ~~time~~rights ofin ~~closing~~ the ~~project~~inventions ~~financing for each project. These payments will be allocated toward reimbursement of development costs~~ and ~~perhaps~~developments amade ~~financial~~by ~~return at~~ the ~~early~~employees ~~stage~~are ofour ~~each project~~property. ~~The~~Confidential ~~development~~information ~~fee~~is ~~will~~protected ~~vary,~~by ~~but~~nondisclosure ~~initially~~agreements wethat ~~will seek a fee of approximately 3% of the project cost, payable upon closing the project financing. Second,~~ we ~~will~~have ~~retain~~entered ainto ~~percentage of equity in the project,~~ with aprospective ~~goal~~partners toor ~~retain~~other athird ~~minimum~~parties ofwith ~~51%~~which ofwe ~~the~~do ~~equity in any OTEC project in order to participate in operating revenues~~business.

We ~~will~~have ~~seek~~not ~~revenue~~received ~~from~~any ~~OTEC~~notification ~~plants~~ from ~~contract~~third ~~pricing~~parties ~~charged~~that onour anprocesses ~~energy-only price per kWh~~ or ondesigns ~~the~~infringe ~~basis~~any ofthird-party arights, ~~generating capacity payment priced per kilowatt per month~~ and anwe ~~energy~~are ~~usage~~not ~~price~~aware ~~per kWh. In many~~ of ~~the~~any ~~countries~~valid ~~of the world where we intend to build OTEC~~ and ~~SWAC/LSC~~enforceable ~~plants,~~third-party ~~potable~~intellectual ~~water~~property isrights inthat ~~short~~infringe ~~supply.~~our Inintellectual ~~some~~property ~~locations, water is considered the more important commodity~~rights. ~~Depending on the part of the world in which the plant is built~~Currently, ~~in addition~~ to ~~revenue~~our ~~from~~knowledge ~~power~~no ~~generation,~~company ~~supplying~~has ~~water~~a patent for ~~drinking,~~OTEC ~~fish farming, and agriculture would significantly increase plant revenue~~technology.

~~We cannot assure that we can maintain the revenue points noted above, that any fees received will offset development costs incurred to date, or that any operating plant will generate revenue.~~Employees

~~SWAC/LSC~~We ~~Projects~~currently have two full-time employees, one officer and one Engineering Program Manager. Our employees do not have collective bargaining agreements, and we have not experienced work interruptions or strikes. We supplement our employed workforce with various outsourced consulting services.

The estimated construction costs for a SWAC/LSC plant are approximately $150 million with hard costs of approximately $91 million for piping and installation, which make up 60% of the total. The remaining 40% consists of the pump house, central utility plant (CUP), mechanical and engineering equipment, design, and other contingency costs and soft costs of approximately $59 million for the CUP license, permits, environmental impact assessment, bathymetry, and insurance.History

~~Under~~Tetridyn ~~our economic model~~Solutions, weInc. ~~will~~was ~~seek~~incorporated ~~revenue~~in atNevada ~~two~~on ~~stages~~May of22, ~~the project~~2006. ~~First,~~TetriDyn asprovided ~~the~~technology ~~project~~and ~~developer,~~data weintegration ~~will~~solutions ~~seek~~to ~~a lump-sum payment of a development fee equal~~ to ~~approximately~~businesses. 3%In ofMay ~~the~~2017, ~~project~~Tetridyn ~~cost~~changed atits ~~the~~name ~~time~~to ofOcean ~~closing~~Thermal ~~the~~Energy ~~project~~Corporation ~~financing~~and ~~for~~merged ~~each project. These payments would provide us~~ with ~~income~~and atacquired ~~the~~Ocean ~~early~~Thermal ~~stage~~Energy ofCorporation, ~~each project. If we are able to negotiate~~ a ~~development~~Delaware ~~fee,~~corporation weformed ~~estimate that it will vary, but typically will be~~ in ~~the $2,500,000-$3,500,000 range~~2006. ~~The~~Since ~~second~~then, ~~component~~we ofhave ~~project~~focused ~~returns~~on isdeveloping ~~based~~OTEC ~~upon~~and ~~the~~SWAC/LSC ~~percentage of equity we will retain in the project~~technology.

~~SWAC/LSC~~ITEM ~~contract~~1A. ~~revenue~~RISK ~~will be based typically on three charges:~~FACTORS

●Investing ~~Fixed~~in ~~Price–this~~our iscommon ~~based~~stock ~~upon~~involves ~~the~~a ~~capital~~high ~~costs~~degree of risk. Investors should carefully consider the ~~project~~risks ~~paid~~described ~~over~~below, as well as the ~~term~~other information in this report, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock. The occurrence of any of the ~~debt~~events or developments described below could harm our business, financial condition, operating results, and ~~with~~growth prospects. In such an event, the ~~intention~~market price of ~~covering~~our ~~the~~common ~~costs~~stock could decline, and investors may lose all or part of ~~debt~~their investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

●Risks ~~Operation~~Related ~~and Maintenance–this payment covers the cost of the labor and fixed overhead needed~~ to ~~run~~Our ~~the~~Financial ~~SWAC/LSC system, as well as any traditional chiller plant operating to fulfill back-up or peak-load requirements.~~Condition

●Our ~~Chilled~~auditors ~~Water~~have ~~Payment–this~~raised isdoubts aabout ~~variable~~our ~~charge~~ability ~~based~~to oncontinue ~~the~~as ~~actual~~a ~~chilled~~going ~~water use and chilled water generated both by the SWAC/LSC and conventional system at the agreed upon conversion factors of kilowatt/ton and current electricity costs in U~~concern.~~S. dollars per kWh.~~

WeThe ~~plan~~report toof ~~structure~~our ~~project~~auditors ~~financing~~on ~~with~~our ~~the~~consolidated ~~goal~~financial ofstatements ~~retaining~~for ~~100%~~the ofyears ~~the~~ended ~~equity~~December in31, ~~any~~2024 ~~SWAC/LSC~~and ~~project.~~2023, Weas ~~cannot~~well ~~assure~~as ~~that~~for weprior ~~will~~years, ~~recover~~contains ~~project~~an ~~development~~explanatory ~~costs~~paragraph orraising ~~realize~~substantial adoubt ~~financial~~about ~~return~~our ~~over~~ability ~~the~~to ~~life~~continue ofas ~~the~~a ~~project~~going concern.

~~Our~~12 ~~Project~~Table ~~Timeline~~of Contents

We have ~~not constructed~~no orcurrent ~~placed~~project ~~into operation any OTEC or SWAC/LSC plants. However, based on our planning process and early development experience to date, we estimate~~ that it will ~~take~~generate ~~approximately~~revenues ~~two~~in ~~years~~the ornear more, depending on local conditions, including regulatory and permitting requirements, to take a project from a preliminary memorandum of understanding with a potential power or other product purchaser to completion and commencement of operationfuture.

None of our projects is at a stage of development that will allow them to generate revenues in the near future. Our ~~Strategic~~project ~~Relationships~~development cycles are expected to be relatively long, extending over several years as we identify a potential project site, complete negotiations with third parties, complete permitting, obtain financing, complete construction, and place a plant into service. We expect to receive a development fee of approximately 3% of the project cost from our projects, payable upon the close of project financing. Operating revenues from projects are expected to be received when the plant has been built and placed into operation. We are currently under contract with the U.S. Army through Johnson Controls Government Systems to provide detailed engineering designs and financial analyses for an OTEC system at a remote military installation in the Pacific. This contract, valued at approximately $3.6 million, focuses on developing a comprehensive Basis of Design to enable the Army to evaluate OTEC as a long-term, sustainable source of renewable energy and desalinated water. Upon completion of this phase, we anticipate that our work may lead to discussions with the U.S. Army regarding a potential Power Purchase Agreement (“PPA”), under which the Army would purchase power and water from a proposed OTEC facility for a period of 25 to 30 years. However, there can be no assurance that such a PPA or similar arrangement will be negotiated or executed. Until such time as we begin to generate revenues from this or other projects, we expect to continue to rely on external sources of capital to fund our operations.

We ~~have~~will arequire ~~strategic~~substantial ~~relationship~~amounts with DCO Energy, LLC, Mays Landing, New Jersey, an American energy development company specializing in the development, engineering, construction, start-up, commissioning, operation, maintenance, and management, as well as ownership, of ~~central~~additional ~~energy~~capital ~~centers,~~from ~~renewable~~external ~~energy producing facilities of approximately 275 MW of electricity facilities~~sources. DCO Energy was formed in 2000 and has independently developed and/or operated energy producing facilities of approximately 275 MW of electric, 400 MMBtu/hr of heat recovery, 1,500 MMBtu/hr of boiler capacity, and 130,000 tons of chilled water capacity, totaling over $1 billion of assets. DCO Energy provides financing, engineering and design, construction management, start-up and commissioning resources, and long-term operating and maintenance services for its own projects as well as third-party clients.

~~Our~~We ~~Construction~~do not have any current source of revenues or sufficient cash or other liquid resources to fund our planned activities until we begin receiving development fees from new contracts. Accordingly, as in the past, we will need substantial amounts of capital from external sources to fund day-to-day operations and ~~Components~~project development. We have no arrangements or commitment for such capital. We plan to continue our practice of seeking external capital through the sale of debt or equity, although we cannot guarantee that such efforts will be successful. Any new investments will dilute the interests of the current stockholders. Further, new investors may require preferential financial returns, security, voting rights, or other preferences that will be superior to the rights of the holders of common stock. Alternatively, as project development advances, we may be required to sell all or a portion of our interest in one or more projects, which could reduce our retained financial interest and potential return.

~~Once~~Risks weRelated ~~have designed the system, we will review the design with our engineering, procurement, and construction partner~~ to ~~maximize~~Our the chances that the project can be delivered according to plan and on budget. We expect our construction contracts to be at a fixed price and to include penalties if the construction timetable is missed. We may, but are not obligated to, engage DCO Energy to construct our plants or serve as our owners’ engineer.Business

InOur ~~our~~efforts ~~systems,~~to ~~the~~develop ~~two~~OTEC ~~most important components are heat exchangers~~ and ~~deep-water~~SWAC/LSC ~~intake~~plants ~~pipes. Although there~~ are ~~multiple~~subject ~~providers of each of these components, the supply of the best components comes from just a few companies globally. We expect~~ to ~~source~~many ~~our deep-water intake pipes from pipe manufacturing companies in the U.S. and Norway~~financial, ~~the only companies we know of that make pipes of sufficient quality~~technical, ~~strength~~managerial, and ~~diameter~~sales ~~(2.5~~risks ~~meters)~~that tomay ~~support~~make ~~our~~us ~~planned OTEC plants~~unsuccessful.

10We ~~Table~~incur substantial upfront costs that we may not recover developing a new project that ultimately we may not build, operate, or sell. The identification of ~~Contents~~suitable locations, the investigation of the applicable regulatory and economic framework, the identification of potential purchasers, the completion of preliminary engineering and planning, and the funding of related administrative and support costs ordinarily require several years to complete before we determine to further develop or abandon a project. Each of these steps is fraught with risks and uncertainties, such as:

We· ~~will~~limited ~~also~~market ~~need~~due ~~the~~to ~~highest~~low ~~quality~~demand, ~~large~~existing ~~heat~~competitive ~~exchangers~~energy ~~for~~sources, ~~our~~low ~~systems~~power costs, or the absence of large potential output purchasers; ~~heat~~· ~~exchangers~~a ~~represent~~regulatory scheme suggesting that the development and operation of a ~~large~~plant ~~percentage~~would be subject to excessively stringent utility regulations or environmental requirements, burdensome zoning or permitting practices and requirements, or similar factors; · shortage of ~~the~~suitable ~~projected~~onshore ~~costs~~locations, lack of ~~our~~available ~~OTEC~~cold water with near-shore accessibility, sea wave and ~~SWAC/LSC~~current ~~systems~~conditions, and ~~account~~exposure ~~for~~to ahurricanes, ~~significant~~typhoons, ~~portion~~earthquakes, or similar extreme events; · the unavailability of favorable tax or other incentives or excessively stringent applicable incentive requirements; · the ~~complexity~~high ~~inherent~~cost and potential regulatory difficulties in ~~commercial~~integrating ~~OTEC~~into new markets; · the possibility that new markets may be limited or unstable or our exposure to competition from other sources of existing or potentially new energy sources; · difficulties in negotiating power purchase agreements (PPAs) with potential customers, including in some instances, the necessity to assist in the formation of a power purchasing group; and ~~SWAC/LSC~~· ~~designs~~the need to educate the market as well as investors regarding the reliability and economical and environmental benefits of ocean thermal technologies.

~~Other~~13 ~~major~~Table ~~components,~~of ~~such as ammonia turbines, generators, and pumps, are manufactured by several multinational companies, including General Electric and Siemens.~~Contents

~~Our~~We ~~Operations~~cannot assure that we will be able to overcome these risks as we initiate the development of a project. We may incur substantial costs in advancing a project through the early stages, only to conclude eventually that the project is not economically or technically feasible, in which case we may be unable to recover the costs that we have then incurred. When we elect to proceed with a project, we may continue to incur substantial costs and be unable to complete the development, sell the project, or otherwise recover our investment. Even when a project is developed, constructed, and placed into operation, we cannot guarantee that we will be able to operate at a profit sufficient to recover our total investment.

~~For~~We ~~OTEC~~are ~~electricity-generating~~dependent ~~facilities,~~on ~~we intend to enter into 20- to 30-year power purchase agreements, or PPAs, pursuant to which~~ the ~~project~~performance ~~would supply fixed-price, baseload electricity to satisfy the minimum demand~~ of ~~the~~counterparties ~~purchaser’s customers. This PPA structure allows customers~~ to ~~plan and budget their energy costs over the life of the contract. For~~ our ~~SWAC/LSC systems, we intend to enter into 20- to 30-year energy service~~ agreements~~, or ESAs, to supply minimum quantities of chilled water for use in a customer’s air conditioning system~~.

WeOur ~~anticipate~~projects ~~that~~are ~~operations~~and ofwill ~~OTEC~~be ~~and~~complex, ~~SWAC/LSC~~with ~~plants~~a ~~will~~number beof ~~subcontracted~~agreements toamong ~~third~~several parties that ~~will~~purchase ~~take~~plant ~~responsibility~~outputs; ~~for~~provide ~~ensuring~~financing; ~~the~~complete ~~efficient~~design, ~~operation~~construction, ofand ~~the~~other ~~plants.~~services; ~~These~~design ~~arrangements~~and ~~may~~perform ~~reduce~~regulatory ~~our~~compliance; ~~exposure~~and tofulfill ~~operational~~other ~~risk,~~requirements. ~~although~~The ~~they~~failure ~~may~~of ~~also~~any ~~reduce~~participant in one of our ~~financial~~projects ~~return~~due ifto ~~actual~~its own management, financial, operating, ~~costs~~or ~~are~~other ~~less~~deficiencies, ~~than~~all ~~the~~of ~~subcontract~~which ~~payments.~~may Webe ~~cannot~~outside ~~assure~~our ~~that~~control, ~~any~~can ~~OTEC~~materially and ~~SWAC/LSC~~adversely ~~plants~~affect ~~will~~our ~~permit~~operations ~~the~~and ~~PPAs~~financial ~~and~~results. ~~ESAs~~In tocircumstances ~~yield~~in ~~minimum~~which ~~target~~we ~~internal~~are ~~rates~~not the prime developer of ~~return.~~a ~~Our~~large-scale ~~first~~project ~~projects~~involving ~~are~~many ~~likely~~components in addition to our OTEC, SWAC/LSC, or other systems, we would have ~~lower~~little ~~returns~~ability ~~than~~to ~~subsequent~~address ~~projects.~~problems ~~Variances~~resulting infrom ~~internal~~performance ~~rates~~failures ofby ~~return~~others ~~may~~or ~~occur~~implement ~~due~~project-wide toremedial ameasures. ~~range~~The offoregoing ~~factors,~~is ~~including~~illustrated ~~availability~~in ~~and~~our ~~structure~~Baha ofMar project, ~~financing~~which ~~and~~is ~~localized~~now ~~issues~~on ~~such~~hold, asand ~~taxes~~may never resume, ~~some~~because of ~~which~~contract ~~may~~performance beand ~~outside~~financing ofdisputes ~~our~~by ~~control~~others.

WeRussia’s ~~expect~~military ~~our~~intervention ~~OTEC~~in ~~contract~~Ukraine ~~pricing~~and ~~will be charged either on an energy-only price per kWh or on~~ the ~~basis~~international ofcommunity’s aresponse ~~capacity~~have ~~payment~~created ~~priced~~substantial ~~per~~political ~~kilowatt per month~~ and aneconomic ~~energy~~disruption, ~~usage~~uncertainty, ~~price per kWh. We cannot assure that this pricing will enable us to recoup our funding~~ and ~~project costs and allow us to earn a profit~~risk.

WeRussia’s ~~continue~~military tointervention ~~review~~in Ukraine in late February 2022, Ukraine’s widespread resistance, and the NATO-led and United States coordinated economic, financial, communications, and other ~~contracting~~sanctions ~~opportunities~~imposed by other countries have created significant political and economic world uncertainty. There is significant risk of expanded military confrontation between Russia and other countries, possibly including the United States. Current and likely additional international sanctions against Russia may contribute to higher costs, particularly for petroleum-based products. These actions, responses, and consequences that ~~will~~cannot ~~help~~now be predicted or controlled may contribute to worldwide economic reversals. In these circumstances, our efforts to commercialize ~~OTEC~~our technology may be delayed or otherwise negatively impacted.

~~Marketing~~Ongoing ~~Strategies~~world economic, currency-exchange, energy-price, contagious disease, and political circumstances adversely affect our project development activities.

~~Our~~Recent ~~marketing~~and ongoing world events outside of our control or influence adversely affect our development activities. Economic uncertainties have resulted in the unpredictable availability of credit, debt, and ~~sales~~equity ~~efforts~~financing; ~~are~~volatile ~~managed~~interest rates; currency exchange-rate fluctuations that add risk to international projects; restrictions on the availability of borrowing; concerns respecting inflation and ~~directed~~deflation; byeconomic ~~our~~turmoil ~~chairman~~resulting from unpredictable political events and ~~chief~~tensions ~~executive~~in ~~officer,~~the ~~Jeremy~~Middle PEast and other international relations; substantial reductions in hydrocarbon energy prices and the impact of such declines on the cost of energy generally; shifts in the economic feasibility of competitive energy sources; and similar factors. ~~Feakins~~These adverse factors frequently have a particularly intense effect on emerging markets and developing countries, ~~who~~which ~~has~~we 40believe ~~years’~~provide ~~experience~~the greatest opportunity for the development of ~~senior~~our projects. The possibility that principal energy prices will continue at current or even lower levels, which could reduce the projected cost at which power could be generated by hydrocarbon-~~level~~fueled ~~sales~~power inplants, ~~both~~could ~~commercial~~make our relatively higher-cost plants less competitive. These emerging and ~~governmental~~developing markets are particularly vulnerable to the negative impacts of these adverse circumstances. ~~Our~~The ~~marketing~~economic ~~campaign~~feasibility ~~has~~of ~~focused~~alternative onenergy, ~~explaining~~including the process we develop and propose to operate, as compared to hydrocarbon energy is adversely affected as the prices for hydrocarbon fuels decline. Accordingly, possible continuing low hydrocarbon prices may retard the potential ~~customers~~increase in the economic, ~~environmental~~feasibility of alternative energy. Crude oil prices have remained volatile in recent years, fluctuating generally between approximately $70 and ~~other~~$90 ~~benefits~~per barrel as of ~~OTEC~~2025. While these levels are higher than the lows experienced several years ago, they remain below the historical peaks of over $100 per barrel. Sustained periods of relatively moderate oil prices can reduce the perceived economic advantage of alternative and ~~SWAC/LSC~~renewable ~~through~~energy ~~personal~~technologies, ~~contacts~~potentially slowing investment and development activity in the sector. Although we believe that the global emphasis on energy security, ~~industry~~decarbonization, ~~interactions~~and climate resilience continues to drive long-term demand for sustainable solutions such as OTEC, ~~our~~extended ~~website~~intervals of lower fossil-fuel prices may adversely affect investor interest, the availability of government incentives, and ~~social~~the ~~media~~pace ~~channels~~of commercialization for emerging renewable technologies. Our ability to develop and operate alternative energy plants and our ability to generate revenue will be adversely affected by continuing, relatively soft hydrocarbon energy prices. Further, alternative energy development may be adversely affected by uncertainty in hydrocarbon prices or public expectations that hydrocarbon prices may continue to decline.

~~Our~~14 ~~target~~Table ~~markets are comprised~~ of large institutional customers that typically include governments, utilities, large resorts, hospitals, educational institutions, and municipalities. We market to them directly through personal meetings and contact by our chief executive officer and other key team members. We also make extensive use of centers of influence either to heighten awareness of our products in the minds of key customers’ decision-makers or to secure face-to-face meetings and preliminary agreements between our customers and our chief executive officer.Contents

~~Sales~~We ~~cycles~~require insubstantial ~~our~~amounts ~~business~~of ~~are~~capital ~~extraordinarily~~for ~~long~~all ~~and~~phases ~~complex~~of ~~and~~our ~~often~~proposed ~~involve multiple meetings with the governmental, regulatory, electric utility, and corporate entities~~activities. Therefore, we cannot predict when or if any projects we currently have under development will progress to a signed contract or operational phase and generate revenue. We do not expect sales to be seasonal or cyclical.

11We ~~Table~~require substantial amounts of ~~Contents~~capital to fund efforts to identify, research, preliminarily engineer, permit, and design our projects and to negotiate PPAs for them. These costs may not be recovered, because we may not elect to complete the development of the project or because the development and operation of the project are not successful. We will rely on external capital to fund our operations, and we cannot assure that such capital will be available. Our efforts to access capital markets will be limited, particularly at the outset, because we have not yet developed and placed into operation our first plant. Accordingly, we expect that we will have to provide the potential for a significant economic return for the initial capital we obtain, which will likely dilute the interests of our existing stockholders. We expect that each project that we are able to fully develop, construct, and place into operation will require several stages and levels of debt and equity financing. For example, we expect that a 20-MW OTEC plant may require total capital expenditures of approximately $445 million, consisting of $365 million in project debt financing and $80 million in equity. We cannot assure that we will be able to obtain financing. If obtained, such financing may be on terms that we will retain only a minority financial interest in the completed project and its operations. Our inability to obtain required financing for any activity or project could have a material adverse effect on our activities and operations.

~~Material~~We ~~Regulation~~are reliant on our key executives and personnel.

Our business, development, and ~~products~~prospects are ~~subject~~highly todependent ~~material~~upon ~~regulation.~~the ~~However,~~continued ~~because~~services weand ~~contemplate~~performance ~~offering~~of our ~~products~~directors and ~~services~~other inkey ~~different~~personnel, ~~countries~~on whom we rely for experience, ~~the~~technical ~~specific~~skills, ~~nature~~and ofcommercial relationships. We believe that the ~~regulatory~~loss ~~requirements~~of ~~will~~services befor ~~wholly~~any ~~dependent~~reason onof ~~the~~any ~~nation~~existing ~~where~~key ~~the~~executives, ~~project~~or ~~will~~failure beto ~~located~~attract and ~~the~~retain ~~national,~~necessary ~~state~~personnel, ~~and~~could ~~local~~have ~~regulations~~a ~~that~~material ~~apply~~adverse atimpact ~~that~~on ~~location.~~our Inbusiness, ~~all~~development, ~~cases~~financial condition, results of operations, and prospects. Although we ~~expect~~have ~~the~~entered ~~level~~into ofemployment ~~regulation~~agreements ~~will~~with beour ~~material~~key ~~and~~executives, ~~will~~we ~~require~~may ~~significant~~not ~~permitting~~be ~~and~~able ~~ongoing~~to ~~compliance~~retain ~~during~~them. ~~the~~We do not maintain key-man life insurance on any of ~~the~~our ~~project~~executive employees.

~~The~~Our ~~most~~projects ~~significant regulations~~ will ~~likely~~ be ~~environmental~~subject ~~and~~to ~~will~~substantial ~~include~~regulations ~~mitigating possible adverse effects during both the construction~~ and ~~operational~~policies ~~phases of the project. However, we believe~~ that ~~the~~may ~~limited~~adversely ~~plant~~affect ~~site~~our ~~disturbance~~ability ofto ~~both~~develop ~~SWAC/LSC~~projects, and ~~OTEC~~any ~~projects,~~changes ~~together~~in ~~with~~ the ~~significantly~~applicable ~~lower~~regulatory ~~emissions~~schemes ~~that~~may ~~result~~adversely ~~from~~affect ~~these~~ projects asthat ~~compared~~we toare ~~fossil-fuel~~constructing ~~electrical~~or ~~generation,~~have ~~will~~constructed ~~make~~and ~~compliance~~are ~~with all such regulation manageable in the normal course~~operating.

~~The~~Our ~~second~~projects ~~most~~likely will be significant ~~regulations~~commercial or industrial enterprises in each of their locations and, as such, will ~~likely~~be ~~involve~~subject ~~coordination~~to ~~with~~numerous ~~existing~~environmental, ~~infrastructure.~~health Weand ~~believe~~safety, ~~compliance~~antidiscrimination, ~~with~~and ~~this~~similar ~~type~~laws and regulations in each of ~~regulation~~the isjurisdictions agoverning ~~routine~~our ~~civil~~locations. ~~engineering~~These ~~coordination~~laws ~~process~~and ~~that~~regulations ~~exists~~will ~~for~~require ~~all~~our ~~new~~projects ~~buildings~~to obtain and ~~infrastructure~~maintain ~~projects~~permits ofand ~~all~~approvals; ~~types.~~complete ~~Again,~~environmental weimpact ~~believe~~assessments ~~that~~or ~~the~~statements ~~design~~prior ofto ~~both~~construction; ~~SWAC/LSC~~and review processes and ~~OTEC~~operations ~~projects~~to ~~can~~implement ~~readily~~environmental, behealth ~~modified~~and tosafety, ~~avoid~~antidiscrimination, ~~interference~~and ~~with~~other ~~existing~~programs ~~infrastructure~~and inprocedures ~~most~~to ~~cases~~control risks associated with our operations.

~~Facilities~~Environmental health and safety laws, regulations, and permit requirements applicable to any specific project at the time of construction may change or become more stringent during the life of the operation. Any such changes could require that our projects incur substantial additional costs, alter their operations, or limit or curtail their operations in order to comply, which would have a material adverse effect on our operations. We may not be able to pass on any additional costs that we incur to our power purchasers, particularly in those cases in which we sell power pursuant to a long-term, fixed-price agreement.

~~Our~~15 ~~principal~~Table ~~executive~~of offices are located at. 3675 Market Street, Suite 200, Philadelphia PA 19104. We also maintain a small office in Lancaster, PA, pursuant to a lease with a company controlled by our chief executive officer. Our telephone number at that address is (717) 299-1344.Contents

~~Intellectual~~The ~~Property~~financial model for our proposed projects has not been tested and may not be successful.

We ~~use~~are orproposing ~~intend~~a tofinancial ~~employ~~model infor the ~~performance~~development of ~~our~~individual ~~material~~projects ~~contracts~~that includes development financing provided by us, ~~intellectual~~construction ~~property~~financing ~~rights~~provided inby ~~relation~~equity toinvestors in the ~~design~~specific projects, and ~~development~~project ofdebt ~~OTEC~~financing; ~~plants.~~the ~~Our~~payment ~~intellectual~~of ~~property~~a ~~rights~~development ~~can~~fee beto ~~categorized~~us ~~broadly~~at asthe ~~proprietary~~time ~~know-how,~~of ~~technical~~construction; ~~databases,~~ and ~~trade~~continuing ~~secrets~~equity ~~comprising~~participation ~~concept~~by ~~designs,~~us throughout the plant’s ~~design,~~operation. ~~and~~We ~~economic~~have ~~models.~~not ~~Additionally~~used this model in the financing or completion of any plant, and we ~~have~~cannot ~~received~~assure ~~approval~~that ~~from~~ the ~~U.S.~~financial ~~Patent~~model and, ~~Trademark~~therefore, ~~Office~~the ~~for~~anticipated ~~the~~financial ~~trademark~~return ~~TOO~~to ~~DEEP® for~~us ~~use~~will ~~with~~be ~~the~~acceptable ~~provision~~to ofthose ~~desalinated~~that ~~deep~~might ~~ocean~~provide ~~water~~the ~~for~~requisite ~~consumption.~~external capital.

We may ~~apply~~need ~~for~~to ~~patents~~revise extensively our financing structure for ~~components~~each ofproject, and we cannot assure that any restructured proposal would not substantially reduce our ~~intellectual~~financial ~~property~~return ~~for~~or increase our risk. The financial, investment, and credit community are generally unfamiliar with OTEC and SWAC/LSC ~~systems~~projects, ~~including~~which ~~novel~~will oradversely ~~new~~affect ~~methodologies~~our ~~for~~financing ~~cold-water~~efforts. ~~piping,~~We ~~heat~~have ~~exchanges~~no existing relationships with potential sources of debt or equity capital, and ~~computer-aided~~any ~~design~~financing ~~programs~~sources that we may develop may be inadequate to support the anticipated capital needs of our business. WeOur ~~cannot~~efforts ~~assure~~to obtain financing may be adversely affected by the fact that ~~any~~our ~~patents~~projects will likely be located in developing or emerging markets. Our inability to obtain financing may force us to abandon projects in which we ~~seek~~have ~~will~~invested substantial costs, which we may be ~~granted~~unable to recover. The process of identifying new sources of debt and equity financing and agreeing on all relevant business and legal terms could be lengthy and could require us to limit the rate at which we can develop projects or reduce our financial return.

~~Our~~We ~~intellectual~~may ~~property~~be ~~has~~exposed ~~been~~to ~~developed~~political ~~by our employees~~ and islegal ~~protected~~risks ~~under employee agreements confirming that the rights~~ in the ~~inventions~~developing ~~and developments made by the employees are our property. Confidential information is protected by nondisclosure agreements that we entered into with prospective partners~~ or ~~other~~emerging ~~third~~markets ~~parties~~in ~~with~~ which we dopropose ~~business~~to locate plants.

WeMany ~~have~~of ~~not~~the ~~received~~markets ~~any~~that ~~notification~~may ~~from~~be ~~third~~suitable ~~parties~~for a potential OTEC or SWAC/LSC plant are located in emerging or developing countries that ~~our~~may ~~processes~~have evolving and untested regulatory and legal environments for large-scale, international, commercial enterprises. Further, political instability, regime change, or ~~designs~~other ~~infringe~~factors may increase uncertainty and instability, which in turn may adversely affect our ability to secure necessary regulatory approvals and obtain required project financing, which increases related costs and reduces our financial return. Any changes in applicable laws and regulations, including any ~~third-party~~governmental ~~rights~~incentives, environmental requirements or restrictions, safety requirements, and wesimilar ~~are~~matters, and the risk or likelihood of such a change could adversely affect the availability and cost of financing. Further, in some jurisdictions, applicable legal requirements may not ~~aware~~have been fully tested and are still being developed in the face of ~~any~~modern ~~valid~~international commercial transactions and ~~enforceable~~environmental ~~third-party~~requirements, ~~intellectual~~which ~~property~~may ~~rights~~lead to changes in interpretation or application that ~~infringe~~may ~~our~~be ~~intellectual~~adverse ~~property~~to ~~rights~~us. ~~Currently,~~Our noexpectations ~~company~~regarding ~~has~~the asize ~~patent~~of ~~for~~the potential OTEC ~~technology~~and SWAC/LSC markets and the number of possible suitable locations may not be accurate.

~~Employees~~Our business plan and models are based on our identification of potential suitable locations for OTEC or SWAC/LSC plants based on a preliminary evaluation of public information respecting demographic data, current power-generation costs, and local seafloor contours and seawater temperatures, which may be inaccurate. Any material inaccuracy could substantially reduce the total market available to us for plant development.

We ~~currently~~may ~~have~~be ~~two~~unable ~~employees~~to arrange or complete future construction projects on time, ~~one~~within ~~officer~~expected budgets, or without interruption due to materials availability and ~~one~~disruptions ~~finance/accounting~~in supply, labor, or other factors. ~~Our~~If ~~employees~~any doproject ~~not~~reaches ~~have~~the ~~collective~~point ~~bargaining~~at ~~agreements~~which we undertake construction, ~~and~~such weconstruction ~~have~~may ~~not~~be ~~experienced~~subject ~~work~~to actual prices higher than the amount budgeted, the limited or delayed availability of components or materials, shortages or interruptions of labor or ~~strikes~~materials, or similar circumstances. In the case we have insufficient budget flexibility to pay increased construction costs, corresponding delays could result in delayed construction, completion, and the commencement of operations.

12Emerging ~~Table~~markets are often associated with growth rates that may not be sustainable and may be accompanied by periods of ~~Contents~~high inflation. Rising inflation or related government monetary and economic policies in certain project jurisdictions may affect our ability to obtain external financing and reduce our ability to implement our expansion strategy. We can give no assurances that a local government will not implement general or project-specific measures to tighten external financing standards, or that if any such measure is implemented, it will not adversely affect our future operating results and profitability.

~~ITEM~~16 ~~1A.~~Table ~~RISK~~of ~~FACTORS~~ Contents

~~Investing~~We inare ~~our~~subject common stock involves a high degree of risk. Investors should carefully consider the risks described below, as well as the other information in this report, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to ~~invest~~changing inattitudes ~~our~~about ~~common~~environmental stock. The occurrence of any of the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and investors may lose all or part of their investment. Additional risks ~~and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations~~.

~~Risks~~Our ~~Related~~projects may face opposition from environmental groups that may oppose our development, construction, or operation of OTEC or SWAC/LSC plants. Each project is expected to ~~Our~~have ~~Financial~~different ~~Condition~~environmental issues, especially as many of our projects are based in different settings having a wide range of environmental standards. We intend to solicit input from environmental organizations and activists early in our design process for our projects in an effort to consider appropriately these organizations’ recommendations in order to mitigate subsequent conflict or opposition, but we cannot assure that such outreach will be effective in all cases, and if it is not, opposition to our projects could increase our cost and adversely affect the results of our operations.

~~The~~We ~~auditors’~~may ~~report~~be ~~for~~unable ~~the~~to ~~years~~find ~~ended~~land ~~December~~suitable ~~31,~~for ~~2023 and 2022, contains an explanatory paragraph about~~ our ~~ability to continue as a going concern~~projects.

~~The~~Each ~~report~~project ofsite ~~our~~requires ~~auditors~~land onof ~~our~~differing ~~consolidated~~characteristics ~~financial~~to ~~statements~~permit ~~for~~ the ~~years~~cost-effective ~~ended~~construction ~~December~~of ~~31,~~OTEC ~~2023~~or ~~and~~SWAC/LSC ~~2022~~plants, asand ~~well~~suitable asland ~~for~~may ~~prior~~not ~~years,~~always ~~contains~~be anavailable. ~~explanatory~~Even ~~paragraph~~if ~~raising~~available, ~~substantial~~such ~~doubt~~land ~~about~~may ~~our~~be ~~ability~~difficult to ~~continue~~obtain ~~as a going concern. We had a net loss of $9,150,677 and $6,912,102, respectively; used cash~~ in ~~operations of $669,463 and $327,213, respectively; had~~ a ~~working~~timely ~~capital~~or ~~deficiency~~cost-effective ofmanner. ~~$43,501,703~~For ~~and $36~~example,~~199,026,~~ ~~respectively;~~we ~~and~~would ~~had~~prefer anto ~~accumulated~~place ~~deficit~~OTEC ofpower ~~$105,647,295~~systems and ~~$96,496,618,~~facilities ~~respectively,~~as atclose ~~December~~to ~~31,~~the ~~2023~~ocean ~~and~~as ~~2022~~possible. ~~These~~We ~~factors~~hope ~~raise substantial doubt about our ability~~ to ~~continue~~mitigate asthis arisk ~~going~~by ~~concern.~~using ~~Our~~land ~~ability~~owned toby ~~continue~~local asgovernments, arather ~~going~~than ~~concern~~private ~~beyond~~individuals ~~December~~or 31entities, ~~2023,~~as istargeting ~~dependent~~local ongovernments ~~our~~with ~~ability~~favorable toenergy ~~raise~~policies ~~additional capital through the sale of debt~~ or ~~equity~~mandates ~~securities~~should orreduce ~~stockholder~~land ~~loans~~rights ~~and to implement our business plan during the next 12 months~~risks. ~~The~~Our ~~financial~~inability ~~statements~~to dosecure ~~not~~appropriate ~~include~~land ~~any~~at ~~adjustments that might be necessary if we are unable to continue as~~ a ~~going~~reasonable ~~concern.~~cost ~~Management~~may ~~believes~~render ~~that~~certain ~~actions~~of ~~presently being taken to obtain additional funding through implementing~~ our ~~strategic~~future ~~plans,~~projects ~~broadly~~economically ~~based marketing strategy, and sales incentives to expand operations will provide the opportunity for us to continue as a going concern~~unfeasible.

We have noa ~~current~~limited ~~project~~number ~~that~~of ~~will~~suppliers ~~generate~~for ~~revenues~~certain inmaterials, ~~the~~which ~~near~~could ~~future~~increase our costs or delay completion of projects.

~~None~~In of our ~~projects~~systems, isthe attwo amost ~~stage~~important ofcomponents ~~development~~are ~~that~~heat ~~will~~exchangers ~~allow~~and ~~them~~deep-water tointake ~~generate revenues in the near future~~pipes. ~~Our~~Although ~~project~~there ~~development cycles~~ are ~~relatively~~multiple ~~long,~~providers ~~extending~~of ~~over~~each ~~several~~of ~~years~~these ~~as we identify a potential project site~~components, ~~complete~~the ~~negotiations~~supply ~~with~~of ~~third~~the ~~parties,~~best ~~complete~~components ~~permitting,~~comes ~~obtain~~from ~~financing,~~just ~~complete construction, and place~~ a ~~plant~~few ~~into~~companies ~~service~~globally. WeShould ~~expect~~these toresources ~~receive~~become aunavailable ~~development~~for ~~fee~~any ofreason ~~approximately~~or 3%too ~~of the project cost from our projects~~costly, ~~payable~~we ~~upon~~would ~~the~~be ~~close~~required ofto ~~project~~seek ~~financing~~alternative suppliers. ~~Operating~~The ~~revenues~~products from ~~projects~~such ~~are~~suppliers ~~expected~~could to be ~~received~~of ~~when the plant has been built and placed into operation. We are currently focusing on developing~~ a ~~U.S.~~lower ~~Virgin~~quality ~~Island~~or ~~project~~more costly, ~~but~~in ~~even~~any ifevent werequiring ~~develop~~us itto ~~successfully,~~expend itadditional ~~will~~monies ~~not~~or ~~generate~~time ~~revenues~~to ~~until~~complete ~~several~~our ~~years~~projects inas ~~the future~~planned. ~~Until~~This wecould ~~receive~~result ~~revenues~~in ~~from~~financial ~~this~~penalties or ~~another~~other ~~project,~~costs weto ~~will depend on raising funds from external sources~~us.

WeThere ~~will~~may ~~require~~be ~~substantial~~greater ~~amounts~~cost ofin ~~additional~~building ~~capital~~OTEC ~~from~~plants ~~external~~that ~~sources~~generate over 10 MWs of electricity.

WeIn doorder ~~not~~to ~~have~~successfully ~~any~~obtain ~~current~~debt ~~source~~financing offor ~~revenues~~OTEC orfacilities, ~~sufficient~~we ~~cash~~must orfind ~~other~~engineering, ~~liquid~~procurement, ~~resources~~and construction contractors willing to ~~fund~~enter ~~our~~into ~~planned~~fixed-price ~~activities~~contracts ~~until~~at wea ~~receive~~pricing ~~development~~that ~~fees~~is ~~from~~economically ~~new~~viable ~~contracts~~for us. ~~Accordingly,~~Based ason inour ~~the~~preliminary ~~past~~discussions, we ~~will~~believe ~~need~~that ~~substantial~~engineering, ~~amounts~~procurement, ofand ~~capital~~construction ~~from~~contractors ~~external~~may ~~sources~~be willing to ~~fund~~consider ~~day~~fixed-~~to-day~~price ~~operations and project development. We have no~~ arrangements ~~or commitment~~ for ~~such~~up ~~capital. We plan~~ to ~~continue~~10-MW ~~our~~OTEC ~~practice~~facilities, ofbut ~~seeking~~we ~~external~~have ~~capital~~not ~~through~~yet ~~the~~discussed ~~sale~~performance ofrisk ~~debt~~guarantees orfor ~~equity,~~OTEC ~~although~~plants wegreater ~~cannot~~than ~~assure~~10 ~~that such efforts will be successful~~MWs. ~~Any~~The ~~new~~cost ~~investments~~of ~~will~~construction ~~dilute~~for ~~the~~larger ~~interests~~OTEC ofpower ~~the~~systems ~~current~~may ~~stockholders.~~vary ~~Further~~considerably, ~~new~~and ~~investors~~these ~~may~~variances ~~require~~could ~~preferential~~include ~~financial~~increased ~~returns,~~costs ~~security~~for construction, ~~voting rights~~design, orand ~~other~~component ~~preferences~~procurement. ~~that~~As ~~will~~we begain ~~superior~~more toexperience, ~~the~~we ~~rights~~may ofimprove ~~the~~upon ~~holders~~efficiencies ofand ~~common~~accuracy ~~stock~~in pricing. ~~Alternatively,~~Failure asto ~~project~~procure ~~development~~engineering, ~~advances~~procurement, weand ~~may~~construction becontractors ~~required~~willing to ~~sell~~perform ~~all~~fixed-price orcontracts aon ~~portion~~facilities ofthat ~~our~~produce ~~interest in one or~~ more ~~projects,~~than ~~which~~10 ~~could~~MWs ~~reduce~~may ~~our~~have ~~retained~~a ~~financial~~material ~~interest~~adverse ~~and~~effect ~~potential~~on ~~return~~our operations.

~~Risks~~Technological ~~Related~~advances tomay ~~Our~~render ~~Business~~our technologies, products, and services obsolete.

~~Our~~We ~~efforts~~operate toin ~~develop~~a ~~OTEC~~fast-moving sector in which innovative forms of power generation and ~~SWAC/LSC~~new ~~plants~~energy sources are ~~subject~~continuously being researched. New technologies may be able to ~~many~~provide ~~financial~~power, ~~technical~~coolant, ~~managerial~~desalinated seawater, ~~and~~or ~~sales~~other outputs at a lower cost, including amortization of capital costs, or with less environmental impact. We will remain subject to these risks ~~that~~for ~~may~~the ~~make~~useful uslife ~~unsuccessful~~of our projects, which could extend for 20 years or more. Any such technological improvements could render our projects obsolete.

We ~~incur substantial costs that we~~ may not ~~recover~~successfully ~~developing~~manage ~~a new project that we may not build, operate, or sell~~growth. The identification of suitable locations, the investigation of the applicable regulatory and economic framework, the identification of potential purchasers, the completion of preliminary engineering and planning, and the funding of related administrative and support costs ordinarily require several years to complete before we determine to further develop or abandon a project. Each of these steps is fraught with risks and uncertainties, such as:

●We ~~limited~~intend ~~market~~to ~~due~~continue to ~~low~~develop ~~demand,~~the ~~existing~~projects ~~competitive~~in ~~energy~~our ~~sources,~~pipeline ~~low~~of ~~power~~opportunities ~~costs,~~and orto construct and operate plants as we deem warranted and as we are able to finance. This is an ambitious growth strategy. Our growth and future success will depend on the ~~absence~~successful completion of the expansion strategies and the sufficiency of demand for our energy products. The execution of our expansion strategies may also place a ~~single~~strain on our managerial, operational, and financial reserves. Should we fail to effectively implement such expansion strategies or ~~few~~should ~~large~~there ~~potential~~be ~~output~~insufficient ~~purchasers;~~demand for our products and services, our business operations, financial performance, and prospects would be adversely affected.

1317 Table of Contents

●There awill ~~regulatory~~likely ~~scheme~~be ~~suggesting~~a ~~that~~single ~~the~~or ~~development~~limited ~~and~~number ~~operation~~ of apower ~~plant~~purchasers ~~would~~from beeach ~~subject~~plant, toso ~~excessively~~we ~~stringent~~will ~~utility~~be ~~regulations~~dependent oron ~~environmental~~their ~~requirements,~~economic ~~burdensome~~viability ~~zoning~~and orstability ~~permitting practices~~ and ~~requirements,~~continued ~~or similar factors;~~operations.

●We ~~shortage~~expect ofthat ~~suitable~~any ~~onshore~~plant ~~locations~~that we operate will provide power, ~~lack~~cooling, desalinated water, or other products to a few or a limited number of ~~available~~key ~~cold~~power ~~water~~purchasers ~~with~~that ~~near~~will use the power for specific commercial enterprises, such as resorts, manufacturing or processing plants, or similar large-~~shore~~scale ~~accessibility~~operations. Accordingly, ~~sea~~our ~~wave~~ability to sell power and ~~current~~other ~~conditions~~outputs will be dependent on the economic viability of these purchasers. If one or more key purchasers were to fail, we would be required to obtain alternative purchasers for our power and ~~exposure~~other outputs, and there may be no or a limited number of alternative purchasers in the merging and developing markets where we anticipate our plants may be located. Accordingly, a failure of an output purchaser may result in the failure of our power plant project. We do not anticipate that we will be able to ~~hurricanes~~obtain insurance on acceptable terms to protect us against such a loss. Further, ~~typhoons~~our project output purchasers may not comply with contractual payment obligations or may otherwise fail to perform their contracts, ~~earthquakes~~and they may have greater economic bargaining power and negotiating leverage as we seek to enforce our contractual rights. To the extent that any of our project power purchasers are, or ~~similar~~are ~~extreme~~controlled ~~events;~~by, governmental entities, our projects may also be subject to legislative, administrative, or other political action or policies that impair their contractual performance. Any failure of any key power purchasers to meet their contractual obligations for any reason could have a material adverse effect on our business and operations.

●Operational ~~the~~problems, ~~unavailability~~natural ofevents ~~favorable~~or ~~tax~~catastrophes, casualty loss, or other ~~incentives~~events ormay ~~excessively~~impair ~~stringent~~the ~~applicable~~commercial ~~incentive~~operation ~~requirements;~~of our projects.

●Once we have successfully launched projects, our ability to meet our delivery obligations under power-generation contracts, as well as our ability to meet economic projections, will depend on our ability to maintain the ~~high~~efficient working order of our plants. Severe weather, natural disasters, accidents, failure of significant equipment components, inability to obtain replacement parts, failure of power transmission facilities, or other catastrophes or occurrences could materially interrupt our activities and consequently reduce our economic return. Since all our plants will be located on the shore within close proximity to deep-ocean or lake water, our plants will be subject to extraordinary natural occurrences, such as wave surges from hurricanes or typhoons, tsunamis, earthquakes, and other events, over which we will have absolutely no control. We cannot assure that we can obtain sufficient insurance to protect us from all risks resulting from such catastrophes. Further, we cannot assure that any design features or operating policies that we may use will mitigate the risks to which our plants may be exposed. Any threatened or actual events could expose us to plant shutdowns, substantial repairs, interruptions of operations, damage to our power purchasers, and similar events that could require us to incur substantial costs and significantly impair our revenues and results of operations. Because of the size and cost of major components of our power plants, we typically will not inventory spare components, so that any substantial damage may require that we await the custom manufacture and ~~potential~~delivery ~~regulatory~~of ~~difficulties~~such initems, ~~integrating~~which ~~into~~may ~~new~~involve ~~markets;~~substantial delays.

●We ~~the possibility that new markets~~ may be ~~limited~~adversely oraffected ~~unstable~~by orclimate ~~our exposure to competition from other sources of existing or potentially new energy sources;~~change.

●Climate ~~difficulties~~change may result in ~~negotiating~~changes ~~power~~in ~~purchase~~ocean ~~agreements~~currents ~~(PPAs)~~and ~~with~~water ~~potential~~temperatures ~~customers,~~that ~~including~~could inhave ~~some~~a ~~instances,~~material ~~the~~adverse ~~necessity~~effect toon ~~assist~~our inresults of operations. These changes may require additional capital costs or impair the ~~formation~~efficiency of aour ~~power~~operations. ~~purchasing~~Significant ~~group;~~changes may render any plant inefficient and uneconomical.

●Insurance ~~the need~~ to ~~educate~~cover ~~the~~anticipated ~~market~~risks asmay ~~well~~become asmore ~~investors regarding the reliability and economical and environmental benefits of ocean thermal technologies~~expensive.

WeThere ~~cannot~~are ~~assure~~no ~~that~~known wecommercial ~~will~~OTEC beand ~~able~~SWAC/LSC toplants ~~overcome~~in ~~these~~operation, ~~risks~~so asthe wenature ~~initiate~~and ~~the~~cost ~~development~~ of ainsurance ~~project.~~is Wedifficult ~~may~~to ~~incur~~predict. ~~substantial~~Insurance costs inmay ~~advancing~~substantially aexceed ~~project through~~ the ~~early~~costs ~~stages,~~forecast ~~only~~during ~~to conclude eventually that~~ the ~~project~~planning isprocess ~~not economically~~ or ~~technically~~budgeted ~~feasible,~~during inactual ~~which~~operations. ~~case~~We wecannot ~~may~~assure ~~be unable to recover the costs~~ that weadequate ~~have~~insurance ~~then~~coverage ~~incurred.~~will ~~When~~be weavailable ~~elect~~ to ~~proceed~~protect ~~with~~us aagainst ~~project,~~all werisks ~~may~~or ~~continue~~that toany ~~incur~~related ~~substantial~~ costs ~~and~~will be ~~unable~~economical. ~~to complete the development~~Accordingly, ~~sell~~if ~~the~~we ~~project,~~are unable or ~~otherwise~~cannot ~~recover~~afford ~~our~~to ~~investment.~~purchase ~~Even~~insurance ~~when~~against aspecific ~~project is developed~~risks, ~~constructed,~~our ~~and~~projects ~~placed~~may ~~into~~be ~~operation,~~fully weexposed ~~cannot~~to ~~assure~~those ~~that~~risks, wewhich ~~will~~also becould ~~able~~have toa ~~operate~~material atadverse aeffect ~~profit~~on ~~sufficient~~the toviability ~~recover~~of ~~our~~any ~~total~~affected ~~investment~~plant.

We18 ~~are~~Table ~~dependent on the performance~~ of ~~counterparties to our agreements.~~Contents

~~Our~~Risks ~~projects~~Related are and will be complex, with a number of agreements among several parties that purchase plant outputs; provide financing; complete design, construction, and other services; design and perform regulatory compliance; and fulfill other requirements. The failure of any participant in one of our projects due to ~~its~~Our ~~own~~International management, financial, operating, or other deficiencies, all of which may be outside our control, can materially and adversely affect our operations and financial results. In circumstances in which we are not the prime developer of a large-scale project involving many components in addition to our OTEC, SWAC/LSC, or other components, we would have little ability to address problems resulting from performance failures by others or implement project-wide remedial measures. The foregoing is illustrated in our Baha Mar project, which is now on hold, and may never resume, because of contract performance and financing disputes by others.Operations

~~Russia’s~~Certain ~~military~~risks ~~intervention~~of inloss ~~Ukraine~~arise ~~and~~from ~~the~~our ~~international~~need ~~community’s~~to ~~response~~conduct ~~have~~transactions ~~created~~in ~~substantial~~foreign ~~political and economic disruption, uncertainty, and risk~~currencies.

~~Russia’s~~Our ~~military~~business ~~intervention~~activities inoutside ~~Ukraine in late February 2022, Ukraine’s widespread resistance, and~~ the ~~NATO-led and~~ United States ~~coordinated~~and ~~economic,~~its ~~financial,~~territories ~~communications,~~may ~~and~~be ~~other~~conducted ~~sanctions~~in ~~imposed~~foreign bycurrencies. ~~other~~In ~~countries~~the ~~have~~future, ~~created~~our ~~significant~~capital ~~political~~costs and ~~economic~~financial ~~world~~results ~~uncertainty.~~may ~~There~~be isaffected ~~significant~~by ~~risk~~fluctuations ofin ~~expanded~~exchange ~~military~~rates ~~confrontation~~ between ~~Russia~~the ~~and~~applicable ~~other~~currency ~~countries,~~and ~~possibly including~~ the ~~United States~~dollar. ~~Current~~Other ~~and~~currencies ~~likely~~used ~~additional~~by ~~international~~us ~~sanctions~~may ~~against~~not ~~Russia~~be ~~may~~convertible ~~contribute~~at tosatisfactory ~~higher~~rates. ~~costs~~In addition, ~~particularly~~the ~~for~~official ~~petroleum-based~~conversion ~~products.~~rates ~~These~~between ~~actions,~~a ~~responses,~~particular ~~and~~foreign ~~consequences~~currency ~~that~~and ~~cannot~~the ~~now~~U.S. bedollar ~~predicted~~may ornot ~~controlled~~accurately ~~may~~reflect ~~contribute~~the torelative ~~worldwide~~value ~~economic~~of ~~reversals.~~goods Inand ~~these~~services ~~circumstances,~~available ~~our~~or ~~efforts~~required toin ~~commercialize~~other ~~our~~countries. ~~technology~~Further, inflation may belead ~~delayed~~to orthe ~~otherwise~~devaluation ~~negatively~~of ~~impacted~~such other currencies.

~~Ongoing~~Foreign ~~world~~governmental ~~economic,~~entities ~~currency-exchange,~~may ~~energy-price,~~have ~~contagious~~the ~~disease,~~authority ~~and~~to ~~political~~alter ~~circumstances~~the ~~adversely~~terms ~~affect~~of our ~~project~~rights ~~development~~or ~~activities~~agreements if we do not comply with the terms and obligations indicated in such agreements.

~~Recent~~Pursuant ~~and~~to ~~ongoing~~the ~~world~~laws ~~events~~in ~~outside~~some ofjurisdictions ~~our~~in ~~control~~which orwe ~~influence~~may ~~adversely~~develop ~~affect~~or ~~our~~operate ~~development~~plants, ~~activities.~~foreign ~~Economic~~governmental ~~uncertainties~~entities may have ~~resulted in~~ the ~~unpredictable~~authority ~~availability of credit, debt, and equity financing; volatile interest rates; currency exchange-rate fluctuations that add risk~~ to ~~international~~alter ~~projects; restrictions on~~ the ~~availability~~terms of ~~borrowing;~~our ~~concerns~~contractual ~~respecting~~or ~~inflation~~financial ~~and~~rights ~~deflation;~~or ~~economic~~override ~~turmoil resulting from unpredictable political events and tensions in~~ the ~~Middle~~terms ~~East~~of ~~and~~privately ~~other~~negotiated ~~international~~agreements. ~~relations;~~In ~~substantial~~extreme ~~reductions~~circumstances, insome ~~hydrocarbon~~foreign ~~energy~~governments ~~prices~~have ~~and~~taken the ~~impact~~step of ~~such~~confiscating ~~declines~~private property on the ~~cost~~assertion ofthat ~~energy~~such ~~generally;~~action ~~shifts~~is necessary in the ~~economic~~public ~~feasibility~~interest of ~~competitive~~the ~~energy sources; and similar factors~~country. ~~These~~If ~~adverse~~this ~~factors~~were ~~frequently~~to ~~have a particularly intense effect on emerging markets and developing countries~~occur, ~~which~~ we ~~believe provide the greatest opportunity for the development of our projects. It now appears that emerging markets and developing countries~~ may not be ~~slower~~compensated infairly ~~vaccinating their populations against the coronavirus, which may make it more difficult for us to operate in our target markets. The possibility that principal energy prices will continue at current~~ or ~~even lower levels, which could reduce the projected cost~~ at ~~which power could be generated by hydrocarbon-fueled power plants, could make our relatively higher-cost plants less competitive~~all. ~~These~~We ~~emerging~~cannot ~~and~~assure ~~developing~~that ~~markets~~we ~~are~~have ~~particularly vulnerable to the negative impacts of these adverse circumstances. The economic feasibility of alternative energy~~complied, ~~including the process we develop~~ and ~~propose~~will ~~to operate~~comply, aswith ~~compared~~all ~~to hydrocarbon energy is adversely affected as~~ the ~~prices~~terms ~~for~~and ~~hydrocarbon~~obligations ~~fuels~~imposed ~~decline.~~on ~~Accordingly,~~us ~~possible~~under ~~continuing~~all ~~low~~foreign ~~hydrocarbon~~laws ~~prices may retard the potential increase in the economic feasibility of alternative energy. The decline in crude oil prices from over $100 per barrel several years ago~~ to ~~approximately~~which one ~~quarter~~or more of ~~that~~our ~~today~~operations ~~has adversely affected alternative energy development. Our ability to develop~~ and ~~operate~~assets ~~alternative energy plants and our ability to generate revenue will be adversely affected by continuing, relatively soft hydrocarbon energy prices. Further, alternative energy development~~ may be ~~adversely affected by uncertainty in hydrocarbon prices or public expectations that hydrocarbon prices may continue to decline~~subject.

WeOur ~~require~~operations ~~substantial~~will ~~amounts~~require ofour ~~capital~~compliance ~~for~~with ~~all~~the ~~phases~~Foreign ofCorrupt ~~our~~Practices ~~proposed activities~~Act.

We ~~require~~must ~~substantial~~conduct ~~amounts~~our ofactivities ~~capital~~in or related to ~~fund~~foreign ~~efforts~~companies toin ~~identify,~~compliance ~~research,~~with ~~preliminarily~~the ~~engineer,~~U.S. ~~permit,~~Foreign ~~and~~Corrupt ~~design~~Practices ~~our~~Act, ~~projects~~or FCPA, and tosimilar ~~negotiate~~anti-bribery ~~PPAs~~laws ~~for~~that ~~them.~~generally ~~These~~prohibit ~~costs~~companies ~~may~~and ~~not~~their beintermediaries ~~recovered,~~from ~~because~~making weimproper ~~may~~payments ~~not~~to ~~elect~~foreign togovernment ~~complete~~officials for the ~~development~~purpose of ~~the~~obtaining ~~project~~ or ~~because~~retaining ~~the~~business. ~~development~~Enforcement ~~and~~officials ~~operation~~interpret of the ~~project~~FCPA’s ~~are~~prohibition ~~not successful. We will rely~~ on ~~external~~improper ~~capital~~payments to ~~fund~~government ~~our~~officials ~~operations,~~to ~~and~~apply ~~we cannot assure that such capital will be available. Our efforts~~ to ~~access~~officials ~~capital~~of ~~markets~~state-owned ~~will be limited~~enterprises, ~~particularly~~including atstate-owned ~~the~~enterprises ~~outset,~~with ~~because~~which we ~~have~~may ~~not~~develop ~~yet~~or ~~developed~~operate ~~and~~projects ~~placed~~or ~~into operation our first plant. Accordingly, we expect that we will have~~ to ~~provide~~which ~~the potential for a significant economic return for the initial capital~~ we ~~obtain,~~may ~~which~~sell ~~will~~plant ~~likely~~outputs. ~~dilute~~While ~~the interests of~~ our ~~existing~~employees ~~stockholders.~~and Weagents ~~expect that each project that we~~ are ~~able~~required to ~~fully~~acknowledge ~~develop, construct,~~ and ~~place~~comply ~~into~~with ~~operation~~these ~~will~~laws, ~~require~~we ~~several~~cannot ~~stages~~assure ~~and~~that ~~levels~~our ofinternal ~~debt~~policies and ~~equity~~procedures ~~financing.~~will ~~For~~always ~~example,~~protect weus ~~expect~~from ~~that~~violations ~~a 20-MW OTEC plant may require total capital expenditures~~ of ~~approximately~~these ~~$445 million~~laws, ~~consisting~~despite ofour ~~$365~~commitment ~~million~~to inlegal ~~project~~compliance ~~debt financing~~ and ~~$80~~corporate ~~million in equity~~ethics. WeThe ~~cannot~~occurrence ~~assure~~or ~~that~~allegation weof ~~will~~these beactivities ~~able~~may toadversely ~~obtain~~affect ~~financing.~~our Ifbusiness, ~~obtained~~performance, ~~such~~prospects, ~~financing~~value, ~~may be on terms that we will retain only a minority~~ financial ~~interest~~condition, inreputation, ~~the completed project~~ and ~~its~~results ~~operations.~~of ~~Our inability to obtain required financing for any activity or project could have a material adverse effect on our activities and~~ operations.

14Our ~~Table~~competitors ofmay ~~Contents~~not be subject to laws similar to the FCPA, which may give them an advantage in negotiating with underdeveloped countries and the government agencies.

WeOur competitors outside the United States may not be subject to anti-bribery or corruption laws as encompassing or stringent as the U.S. laws to which we are ~~reliant~~subject, onwhich ~~our~~may ~~key~~place ~~executives~~us ~~and~~at ~~personnel~~a competitive disadvantage.

Our business, development, and prospects are highly dependent upon the continued services and performance of our directors and other key personnel, on whom we rely for experience, technical skills, and commercial relationships. We believe that the loss of services for any reason of any existing key executives, or failure to attract and retain necessary personnel, could have a material adverse impact on our business, development, financial condition, results of operations, and prospects. Although we have entered into employment agreements with our key executives, we may ~~not~~encounter bedifficulties ~~able~~repatriating toincome ~~retain~~from ~~them.~~foreign ~~We do not maintain key-man life insurance on any of our executive employees~~jurisdictions.

~~Our~~As ~~projects~~we ~~will~~develop beand ~~subject~~place plants into operation, we intend to ~~substantial~~enter ~~regulations~~into ~~and~~revenue-generating ~~policies~~agreements ~~governing~~in ~~energy~~which ~~projects,~~we ~~power~~are ~~generation,~~paid ~~desalinated~~only ~~water~~in ~~sales,~~U.S. ~~and~~dollars ~~other~~directly ~~aspects~~to our U.S. banks or through countries in which repatriation of the funds to our ~~OTEC~~U.S. ~~and~~accounts ~~SWAC/LSC~~is ~~plants~~unrestricted. However, situations could arise in which ~~may~~we ~~adversely~~agree ~~affect~~to ~~our~~accept ~~ability~~payment in foreign jurisdictions and for which restrictions make it difficult or costly to ~~develop~~transfer ~~projects~~these funds to our U.S. accounts. In this event, we could incur costs and ~~any~~expenses ~~changes~~from inour ~~the~~U.S. ~~applicable~~assets ~~regulatory~~for ~~schemes~~which ~~may~~we ~~adversely~~cannot ~~affect~~recover ~~projects~~income ~~that~~directly. weThis ~~are~~could ~~constructing~~require orus ~~have~~to ~~constructed~~obtain additional working capital from other sources, which may not be readily available, resulting in increased costs and ~~are~~decreased ~~operating~~profits, if any.

~~Our~~19 ~~projects~~Table ~~likely will be significant commercial or industrial enterprises in each~~ of their locations and, as such, will be subject to numerous environmental, health and safety, antidiscrimination, and similar laws and regulations in each of the jurisdictions governing our locations. These laws and regulations will require our projects to obtain and maintain permits and approvals; complete environmental impact assessments or statements prior to construction; and review processes and operations to implement environmental, health and safety, antidiscrimination, and other programs and procedures to control risks associated with our operations.Contents

~~Environmental~~Risks ~~health~~Related ~~and safety laws, regulations, and permit requirements applicable~~ to ~~any~~Our ~~specific~~Common project at the time of construction may change or become more stringent during the life of the operation. Any such changes could require that our projects incur substantial additional costs, alter their operations, or limit or curtail their operations in order to comply, which would have a material adverse effect on our operations. We may not be able to pass on any additional costs that we incur to our power purchasers, particularly in those cases in which we sell power pursuant to a long-term, fixed-price agreement.Stock

~~The~~Our ~~financial~~common ~~model~~stock ~~for~~is ~~our~~thinly ~~proposed~~traded, ~~projects~~and ~~has~~there ~~not~~is ~~been~~no ~~tested~~guarantee ~~and~~of ~~may~~the ~~not~~prices beat ~~successful~~which the shares will trade.

WeOur ~~are~~common ~~proposing~~stock ais ~~financial~~quoted ~~model~~on ~~for~~the OTC Expert Market operated by the ~~development~~OTC ofMarkets ~~individual~~Group, ~~projects~~Inc., ~~that~~under ~~includes~~the ~~development~~ticker ~~financing~~symbol ~~provided~~“CPWR.” byNot ~~us,~~being ~~construction~~listed ~~financing~~on ~~provided~~an byestablished ~~equity~~securities ~~investors~~exchange inhas an adverse effect on the ~~specific~~liquidity ~~projects~~of our common stock, ~~and~~not ~~project~~only ~~debt~~in ~~financing;~~terms of the ~~payment~~number of ashares ~~development~~that ~~fee~~can tobe usbought and sold at a given price, but also through delays in the ~~time~~timing of ~~construction;~~transactions and ~~continuing~~reduction ~~equity~~in ~~participation~~security byanalysts’ usand ~~throughout~~ the ~~plant~~media’s ~~operation.~~coverage Weof ~~have~~our ~~not~~company. ~~used~~This ~~this~~may ~~model~~result in ~~the~~lower ~~financing~~prices orfor ~~completion~~our ofcommon ~~any~~stock ~~plant,~~than might otherwise be obtained and wecould ~~cannot~~also ~~assure~~result ~~that~~in ~~the~~a ~~financial~~larger ~~model~~spread between the bid and asked prices for our common stock. Historically, ~~therefore~~our common stock has been thinly traded, and there is no guarantee of the ~~anticipated~~prices ~~financial~~at ~~return~~which tothe usshares will betrade ~~acceptable~~or of the ability of stockholders to ~~those~~sell ~~that~~their ~~might~~shares ~~provide~~without ~~the~~having ~~requisite~~an ~~external~~adverse ~~capital~~effect on market prices.

We ~~may~~have ~~need~~never topaid ~~revise~~dividends ~~extensively~~on our ~~financing~~common ~~structure for each project~~stock, and we ~~cannot~~do ~~assure that any restructured proposal would~~ not ~~substantially~~anticipate ~~reduce~~paying our financial return or increase our risk. The financial, investment, and credit community are generally unfamiliar with OTEC and SWAC/LSC projects, which will adversely affect our financing efforts. We have no existing relationships with potential sources of debt or equity capital, and any ~~financing~~dividends sources that we may develop may be inadequate to support the anticipated capital needs of our business. Our efforts to obtain financing may be adversely affected by the fact that our projects will likely be located in developing or emerging markets. Our inability to obtain financing may force us to abandon projects in which we have invested substantial costs, which we may be unable to recover. The process of identifying new sources of debt and equity financing and agreeing on all relevant business and legal terms could be lengthy and could require us to limit the ~~rate~~foreseeable ~~at which we can develop projects or reduce our financial return~~future.

15We ~~Table~~have not paid dividends on our common stock to date, and we do not expect to be in a position to pay dividends in the foreseeable future. Our ability to pay dividends depends on our ability to successfully develop our OTEC business and generate revenue from future operations. Further, our initial earnings, if any, will likely be retained to finance our growth. Any future dividends will depend upon our earnings, our then-existing financial requirements, and other factors and will be at the discretion of ~~Contents~~our board of directors.

WeBecause ~~may~~our becommon ~~exposed~~stock tois ~~political~~a ~~and~~“penny ~~legal~~stock,” ~~risks~~it inmay ~~the~~be ~~developing~~difficult orto ~~emerging~~sell ~~markets~~shares inof ~~which~~our wecommon ~~propose~~stock toat ~~locate~~times ~~plants~~and prices that are acceptable.

~~Many~~Our ofcommon ~~the~~stock ~~markets~~is ~~that may be suitable for~~ a ~~potential~~“penny ~~OTEC~~stock.” orBroker-dealers ~~SWAC/LSC~~that ~~plants~~sell ~~are~~penny ~~located~~stocks inmust ~~emerging~~provide orpurchasers ~~developing~~of ~~countries~~these ~~that~~stocks ~~may~~with ~~have~~a ~~evolving~~standardized ~~and~~risk ~~untested~~disclosure ~~regulatory~~document ~~and~~prepared ~~legal~~by ~~environments~~the ~~for~~SEC. ~~large-scale,~~This ~~international,~~document ~~commercial~~provides ~~enterprises.~~information ~~Further,~~about ~~political~~penny ~~instability,~~stocks ~~regime~~and ~~change,~~the ornature ~~other~~and ~~factors~~level ~~may~~of ~~increase~~risks ~~uncertainty~~involved ~~and~~in ~~instability,~~investing ~~which~~ in ~~turn~~the ~~may~~penny ~~adversely~~stock ~~affect~~market. ~~our~~A ~~ability~~broker tomust ~~secure~~also ~~necessary~~give ~~regulatory~~a ~~approvals~~purchaser, ~~and~~orally ~~obtain~~or ~~required~~in ~~project financing~~writing, ~~which~~bid ~~increases~~and ~~related~~offer ~~costs~~quotations and ~~reduces~~information ~~our~~regarding ~~financial~~broker ~~return.~~and ~~Any~~salesperson ~~changes~~compensation, inmake ~~applicable~~a ~~laws~~written ~~and~~determination ~~regulations,~~that ~~including~~the ~~any~~penny ~~governmental~~stock ~~incentives,~~is ~~environmental~~a ~~requirements~~suitable orinvestment ~~restrictions,~~for ~~safety~~the ~~requirements~~purchaser, and ~~similar~~obtain ~~matters, and~~ the ~~risk~~purchaser’s orwritten ~~likelihood~~agreement ofto ~~such~~the apurchase. ~~change~~The ~~could~~penny ~~adversely~~stock ~~affect~~rules ~~the~~may ~~availability~~make ~~and~~it ~~cost~~difficult offor ~~financing.~~investors ~~Further,~~to insell ~~some~~their ~~jurisdictions,~~shares ~~applicable~~of ~~legal~~our ~~requirements~~common ~~may~~stock. ~~not~~Because ~~have~~of ~~been~~these ~~fully~~rules, ~~tested~~many ~~and~~brokers ~~are~~choose ~~still~~not ~~being~~to ~~developed~~participate in ~~the~~penny ~~face~~stock ~~of modern international commercial~~ transactions and ~~environmental~~there ~~requirements,~~is ~~which~~less ~~may~~trading ~~lead to changes~~ in ~~interpretation~~penny orstocks. ~~application~~Accordingly, ~~that~~investors may not always be ~~adverse~~able to ~~us.~~resell ~~Our~~shares ~~expectations regarding the size~~ of ~~the~~our ~~potential~~common ~~OTEC~~stock ~~and~~publicly ~~SWAC/LSC~~at ~~markets~~times and ~~the~~prices ~~number~~that ofthey ~~possible~~feel ~~suitable~~are ~~locations may not be accurate~~appropriate.

~~Our~~In ~~business~~addition ~~plan~~to ~~and~~the ~~models~~“penny ~~are~~stock” ~~based~~rules ondescribed ~~our~~above, ~~identification~~the ofFinancial ~~potential~~Industry ~~suitable~~Regulatory ~~locations~~Authority ~~for~~(known ~~OTEC~~as or“FINRA”) ~~SWAC/LSC~~has ~~plants~~adopted ~~based~~rules onthat require that in recommending an investment to a ~~preliminary~~customer, ~~evaluation~~a ofbroker-dealer ~~public~~must ~~information~~have ~~respecting~~reasonable ~~demographic~~grounds ~~data~~for believing that the investment is suitable for that customer. Prior to recommending speculative, ~~current~~low-priced ~~power~~securities to their non-~~generation~~institutional ~~costs~~customers, ~~and~~broker-dealers ~~local~~must ~~seafloor~~make ~~contours~~reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and ~~seawater~~other ~~temperatures~~information. Under interpretations of these rules, ~~which~~FINRA ~~may~~believes that there is a high probability that speculative, low-priced securities will not be ~~inaccurate~~suitable for at least some customers. ~~Any~~FINRA ~~material~~requirements ~~inaccuracy~~make ~~could~~it ~~substantially~~more ~~reduce~~difficult ~~the~~for ~~total~~broker-dealers ~~market~~to ~~available~~recommend that their customers buy our common stock, which may limit an investor’s ability to usbuy and sell our stock and have an adverse effect on the market for ~~plant~~our ~~development~~shares.

We ~~may~~have befailed ~~unable~~ to ~~arrange~~make ortimely ~~complete~~filings ~~future~~with ~~construction~~the ~~projects on time~~SEC, ~~within expected budgets, or without interruption due to materials availability~~ and ~~disruptions in supply, labor, or other factors. If any project reaches~~ the ~~point~~liquidity ~~at which we undertake construction, such construction may be subject to actual prices higher than the amount budgeted, the limited or delayed availability~~ of ~~components~~our orstock ~~materials,~~has ~~shortages or interruptions of labor or materials, or similar circumstances~~suffered. ~~In the case we have insufficient budget flexibility to pay increased construction costs, corresponding delays could result to construction completion and the commencement of operations.~~

~~Emerging~~We ~~markets~~did ~~are~~not ~~often~~timely ~~associated~~file ~~with~~our ~~growth~~annual ~~rates~~report ~~that~~for ~~may~~2024 ~~not~~and beour ~~sustainable~~quarterly ~~and~~reports ~~may~~for bethe ~~accompanied~~first byand ~~periods~~second quarters of ~~high inflation~~2025. ~~Rising~~As ~~inflation~~a orresult, ~~related~~the ~~government~~OTC ~~monetary~~has ~~and~~identified ~~economic~~the ~~policies~~Company inas ~~certain~~delinquent ~~project~~in ~~jurisdictions~~its ~~may~~SEC ~~affect~~filings and our ~~ability~~stock is only eligible to ~~obtain~~trade ~~external~~for ~~financing~~unsolicited ~~and~~orders. ~~reduce~~We ~~our~~are ~~ability~~currently toin ~~implement~~the ~~our~~process ~~expansion~~of ~~strategy.~~making Weour ~~can~~delinquent ~~give~~filings nobut ~~assurances~~cannot guarantee that awe ~~local~~will ~~government~~be ~~will~~able ~~not~~to ~~implement~~do ~~general~~so or ~~project-specific~~that ~~measures~~if towe ~~tighten~~do, ~~external~~that ~~financing~~we ~~standards,~~will orremain ~~that~~current ifin ~~any~~our ~~such~~filings, ~~measure~~which iswould ~~implemented,~~limit itthe ~~will~~public ~~not~~information ~~adversely~~available ~~affect~~about ~~our~~the ~~future~~Company ~~operating~~and ~~results~~negatively impact the liquidity and ~~profitability~~trading price of our stock.

WeInvestors ~~are~~may ~~subject~~lose toconfidence ~~changing~~in ~~attitudes~~the ~~about~~accuracy ~~environmental~~and ~~risks~~completeness of our financial reports and the market price of our common stock may be negatively affected.

~~Our~~As ~~projects~~a ~~may~~public ~~face~~reporting ~~opposition~~company, ~~from~~we ~~environmental~~are ~~groups~~subject ~~that~~to ~~may~~the ~~oppose~~Sarbanes-Oxley ~~our~~Act ~~development,~~of ~~construction,~~2002 oras ~~operation~~well ofas ~~OTEC~~to orthe ~~SWAC/LSC~~information ~~plants.~~and ~~Each~~reporting ~~project~~requirements isof ~~expected~~the toSecurities ~~have~~Exchange ~~different~~Act ~~environmental~~of ~~issues~~1934, ~~especially~~ as ~~many~~amended of(the ~~our~~“Exchange ~~projects~~Act”), ~~are~~and ~~based~~other infederal ~~different~~securities ~~settings~~laws. ~~having~~As a ~~wide~~result, ~~range~~we ofincur ~~environmental~~significant ~~standards.~~legal, Weaccounting, ~~intend to solicit input from environmental organizations~~ and ~~activists~~other ~~early~~expenses, inincluding ~~our~~costs ~~design~~associated ~~process~~with ~~for~~ our ~~projects~~public incompany anreporting ~~effort~~requirements toand ~~consider~~corporate ~~appropriately~~governance ~~these~~requirements. ~~organizations’~~As ~~recommendations~~an inexample ~~order~~of topublic ~~mitigate~~reporting ~~subsequent~~company ~~conflict or opposition~~requirements, ~~but~~ we ~~cannot~~evaluate ~~assure~~the ~~that~~effectiveness ~~such~~of ~~outreach~~disclosure ~~will~~controls beand ~~effective~~procedures ~~in all cases,~~ and ifof ~~it is not, opposition to~~ our ~~projects~~internal ~~could~~control ~~increase~~over ~~our~~financing ~~cost~~reporting ~~and~~to ~~adversely~~allow ~~affect~~management ~~the~~to ~~results~~report ofon ~~our~~such ~~operations~~controls.

We20 ~~may~~Table beof ~~unable to find land suitable for our projects.~~Contents

~~Each~~Our ~~project~~management ~~site~~concluded ~~requires~~that ~~land~~our ofinternal ~~differing~~control ~~characteristics~~over tofinancial ~~permit~~reporting ~~the~~was ~~cost-~~not effective ~~construction~~as of ~~OTEC~~December ~~or SWAC/LSC plants~~31, ~~and suitable land may not always be available. Even if available~~2024, ~~such~~due ~~land~~to ~~may~~a befailure ~~difficult~~ to ~~obtain~~maintain inan ~~a timely or cost-~~effective ~~manner.~~control ~~For example~~environment, wefailure ~~would~~of ~~prefer~~segregation toof ~~place OTEC power systems and facilities as close to the ocean as possible. We hope to mitigate this risk by using land owned by local governments~~duties, ~~rather~~failure ~~than~~of ~~private~~entity-level ~~individuals or entities~~controls, asand ~~targeting~~our ~~local~~sole ~~governments~~executive’s ~~with~~access ~~favorable energy policies or mandates should reduce land rights risks. Our inability~~ to ~~secure appropriate land at a reasonable cost may render certain of our future projects economically unfeasible~~cash.

16If ~~Table~~significant deficiencies or other material weaknesses are identified in our internal control over financial reporting that we cannot remediate in a timely manner, investors and others may lose confidence in the reliability of ~~Contents~~our financial statements. This would likely have an adverse effect on the trading price of our common stock and our ability to secure any necessary additional equity or debt financing.

WeITEM ~~have~~1B. aUNRESOLVED ~~limited~~STAFF ~~number of suppliers for certain materials, which could increase our costs or delay completion of projects.~~COMMENTS

~~In our systems, the two most important components are heat exchangers and deep-water intake pipes~~None. Although there are multiple providers of each of these components, the supply of the best components comes from just a few companies globally. Should these resources become unavailable for any reason or too costly, we would be required to seek alternative suppliers. The products from such suppliers could be of a lower quality or more costly, in any event requiring us to expend additional monies or time to complete our projects as planned. This could result in financial penalties or other costs to us.

~~There~~ITEM ~~may be greater cost in building OTEC plants that generate over 10 MWs of electricity~~1C. CYBERSECURITY

InRisk ~~order~~Management ~~to successfully obtain debt financing for OTEC facilities, we must find engineering, procurement,~~ and construction contractors willing to enter into fixed-price contracts at a pricing that is economically viable for us. Based on our preliminary discussions, we believe that engineering, procurement, and construction contractors may be willing to consider fixed-price arrangements for up to 10-MW OTEC facilities, but we have not yet discussed performance risk guarantees for OTEC plants greater than 10 MWs. The cost of construction for larger OTEC power systems may vary considerably, and these variances could include increased costs for construction, design, and component procurement. As we gain more experience, we may improve upon efficiencies and accuracy in pricing. Failure to procure engineering, procurement, and construction contractors willing to perform fixed-price contracts on facilities that produce more than 20 MWs may have a material adverse effect on our operations.Strategy

~~Technological~~We ~~advances~~store ~~may~~and ~~render~~transmit data, including sensitive and nonpublic data regarding our ~~technologies~~company, ~~products~~employees, and ~~services~~counterparties. ~~obsolete~~Given our limited size, resources and operations, we believe we have appropriate processes in place, as well as appropriate physical and administrative controls, to allow oversight and identification of cybersecurity threats to our operations. The Company depends on the proper functioning, availability, and security of its information systems, including financial, data processing, communications, and operating systems. Several information systems are software applications provided by third parties. Using a combination in-house expertise and third party providers, we monitor risks through routine security assessments and implementation of enhancements to security measures used to protect our systems and data.

WeLike ~~operate~~many incompanies, awe ~~fast-moving~~might ~~sector in which innovative forms of power generation and new energy sources are continuously being researched. New technologies may~~ be ~~able~~subjected to ~~provide~~attempts ~~power,~~by ~~coolant,~~unauthorized ~~desalinated~~actors ~~seawater,~~to ordisrupt ~~other~~our ~~outputs at a lower cost~~operations, ~~including~~access ~~amortization~~our ~~of capital costs~~data, or ~~with~~otherwise ~~less~~cause ~~environmental~~damage ~~impact.~~to Weour ~~will~~technology ~~remain~~infrastructure, ~~subject~~including tothrough ~~these risks for~~ the ~~useful~~use ~~life~~ of ~~our~~phishing, ~~projects~~malware, ~~which~~and ~~could~~other ~~extend~~attack ~~for 20 years or more~~vectors. ~~Any such technological improvements could render our projects obsolete.~~

WeIn addition, we are subject to cybersecurity risk in connection with vendors we use. For example, a weakness in vendor systems or software products that we use in the operation of our business may ~~not~~provide ~~successfully~~a ~~manage~~mechanism ~~growth~~for a cyber threat actor to access our systems or information through trusted paths. Recent global supply chain security incidents such as compromises of reputable software update services are illustrative of this type of occurrence.

WeTo ~~intend~~date, ~~to continue to develop the projects in our pipeline of opportunities and to construct and operate plants as~~ we ~~deem~~have ~~warranted~~not ~~and~~been asmaterially weaffected ~~are~~by ~~able~~cybersecurity toincidents ~~finance. This is an ambitious growth strategy. Our growth~~ and ~~future~~believe ~~success will depend on the successful completion of the expansion strategies and the sufficiency of demand for~~ our ~~energy~~risk ~~products. The execution of our expansion strategies may also place a strain on our managerial, operational, and financial reserves. Should we fail~~ to ~~effectively implement~~ such ~~expansion~~a ~~strategies~~threat oris ~~should~~comparatively ~~there be insufficient demand for our products and services, our business operations, financial performance, and prospects would be adversely affected~~low.

~~There will likely be a single or limited number of power purchasers from each plant, so we will be dependent on their economic viability and stability and continued operations.~~Governance

WeOur ~~expect~~board ~~that any plant that we operate will provide power, cooling, desalinated water, or other products to a few or a limited number~~ of ~~key~~directors ~~power~~is ~~purchasers~~responsible ~~that~~for ~~will use~~ the ~~power~~oversight ~~for~~of ~~specific~~risks ~~commercial~~related ~~enterprises,~~to ~~such~~cybersecurity ~~as resorts, manufacturing or processing plants, or similar large-scale operations~~threats. ~~Accordingly,~~Management ~~our~~communicates ~~ability~~with ~~to sell power and other outputs will be dependent on~~ the ~~economic~~board ~~viability~~ of ~~these~~directors ~~purchasers.~~on Ifa ~~one~~regular orbasis ~~more~~regarding ~~key~~cybersecurity ~~purchasers~~efforts ~~were~~through torisk ~~fail,~~reporting ~~we would be required to obtain alternative purchasers for our power~~ and ~~other~~the ~~outputs,~~development and ~~there~~testing ~~may~~of beprocedures noand orexercises afor ~~limited~~responding ~~number~~to ofboth ~~alternative~~internal ~~purchasers in the merging~~ and ~~developing~~external ~~markets~~cyber ~~where~~threats. weWe ~~anticipate~~believe our ~~plants~~board ~~may~~of bedirectors ~~located.~~is ~~Accordingly,~~capable ~~a failure~~ of anaddressing ~~output purchaser may result in~~ the ~~failure~~full spectrum of ~~our~~potential ~~power~~risks ~~plant project. We do not anticipate that we will be able~~ to ~~obtain~~us, ~~insurance~~estimating onthe ~~acceptable~~likelihood ~~terms~~of ~~to protect us against~~ such aan ~~loss. Further~~occurrence, ~~our~~and ~~project~~predicting ~~output~~the ~~purchasers~~potential ~~may~~financial ~~not~~impact ~~comply~~of ~~with~~each ~~contractual~~risk, ~~payment~~for ~~obligations~~the orpurpose ~~may~~of ~~otherwise~~prioritizing ~~fail to perform their contracts~~risks, ~~and~~including ~~they~~the ~~may~~risk ~~have~~of ~~greater~~a ~~economic~~cybersecurity ~~bargaining power and negotiating leverage as we seek to enforce our contractual rights~~threat. Because Toof the ~~extent~~relatively ~~that~~small ~~any~~size of our ~~project power purchasers are~~board, orwe ~~are~~have ~~controlled~~not ~~by,~~formed ~~governmental~~a ~~entities,~~board ~~our~~committee ~~projects~~responsible ~~may~~for ~~also~~cybersecurity ~~be subject to legislative~~matters, ~~administrative,~~which orare ~~other~~instead ~~political~~addressed ~~action~~by orour ~~policies~~board ~~that~~as ~~impair their contractual performance. Any failure of any key power purchasers to meet their contractual obligations for any reason could have~~ a ~~material adverse effect on our business and operations~~whole.

~~Operational~~Given ~~problems~~our limited resources, ~~natural~~we ~~events~~believe orwe ~~catastrophes,~~have ~~casualty~~appropriate ~~loss~~processes in place, oras ~~other~~well ~~events~~as ~~may~~appropriate ~~impair~~physical ~~the~~and ~~commercial~~administrative ~~operation~~controls, to allow oversight and identification of cybersecurity threats to our ~~projects~~operations.

~~Our~~21 ~~ability~~Table ~~to meet our delivery obligations under power-generation contracts, as well as our ability to meet economic projections, will depend on our ability to maintain the efficient working order~~ of our plants. Severe weather, natural disasters, accidents, failure of significant equipment components, inability to obtain replacement parts, failure of power transmission facilities, or other catastrophes or occurrences could materially interrupt our activities and consequently reduce our economic return. Since all our plants will be located on the shore within close proximity to deep-ocean or lake water, our plants will be subject to extraordinary natural occurrences, such as wave surges from hurricanes or typhoons, tsunamis, earthquakes, and other events, over which we will have absolutely no control. We cannot assure that we can obtain sufficient insurance to protect us from all risks resulting from such catastrophes. Further, we cannot assure that any design features or operating policies that we may use will mitigate the risks to which our plants may be exposed. Any threatened or actual events could expose us to plant shutdowns, substantial repairs, interruptions of operations, damages to our power purchasers, and similar events that could require us to incur substantial costs and significantly impair our revenues and results of operations.Contents

17ITEM ~~Table~~2. ~~of Contents~~PROPERTIES

Our principal executive offices are located at. 3675 Market Street, Suite 200, Philadelphia, Pennsylvania 19104, where we lease fully-furnished and customizable office space from a third party. We ~~may~~also bemaintain ~~adversely~~a ~~affected~~small office in Lancaster, Pennsylvania, pursuant to a lease with a company controlled by ~~climate~~our ~~change~~chief executive officer. Our telephone number at that address is (717) 299-1344.

~~Climate~~ITEM ~~change may result in changes in ocean currents and water temperatures that could have a material adverse effect on our results of operations~~3. ~~These~~LEGAL changes may require additional capital costs or impair the efficiency of our operations. Because of the size and cost of major components of our power plants, we typically will not inventory spare components, so that any substantial damage may require that we await the custom manufacture and delivery of such items, which may involve substantial delays. Significant changes may render any plant inefficient and uneconomical.PROCEEDINGS

~~Insurance~~From time to ~~cover~~time, ~~anticipated~~we ~~risks~~are ~~may~~involved ~~become~~in ~~more~~legal ~~expensive~~proceedings and regulatory proceedings arising from operations. We establish reserves for specific liabilities in connection with legal actions that management deems to be probable and estimable.

~~There~~On ~~are~~May no4, ~~known~~2018, ~~commercial~~we ~~OTEC~~reached ~~and~~a ~~SWAC/LSC~~settlement ~~plants~~of the claims at issue in ~~operation~~Ocean Thermal Energy Corp. v. Robert Coe, soet al., Case No. 2:17-cv-02343SHL-cgc, before the ~~nature~~United States District Court for the Western District of Tennessee. Between May 30 and ~~cost~~July 19, 2018, we received three payments totaling $100,000 from the defendants. On August 8, 2018, an $8 million judgment was entered against the defendants and in our favor. On May 28, 2019, we further settled the claims at issue with two of ~~insurance~~the isdefendants, ~~difficult~~Brett M. Regal and his company, Trade Base Sales, Inc. (“Regal Debtors”), for $17,500,000, bringing the combined judgment and settlement amount owed to ~~predict~~us is $25,500,000. ~~Insurance~~On ~~costs~~July 1, 2019, the United States District Judge for the Central District of California (case number: 2:19-cv-05299-VAP-JPR), approved our stipulated application for an order permitting us to levy on property and appointing a receiver to carry out the levy on Regal Debtors’ property, such that it may ~~substantially~~be ~~exceed~~sold (subject to further order of the ~~costs~~court ~~forecast~~approving ~~during~~and confirming such sales), to satisfy the ~~planning~~$25,500,000 ~~process~~settlement orand ~~budgeted~~judgment ~~during~~amounts ~~actual~~in ~~operations~~our favor. WeOn ~~cannot~~August ~~assure~~15, 2019, the court-appointed receiver notified the court that ~~adequate~~he ~~insurance~~had ~~coverage~~taken custody, possession, and control of certain gemstone and mineral specimens, known as the “Ophir Collection” and 350,000 pounds of unrefined gold and other precious metal bearing ore. By order of the court, the receiver was given the authority to assign, sell, and transfer the debtor property. The proceeds of any sales will be ~~available~~used to ~~protect~~satisfy usthe ~~against~~judgment ~~all~~and ~~risks~~settlement oragreement, ~~that~~receivership’s reasonable costs and fees, as well as any ~~related~~other ~~costs~~claims ~~will~~as bedetermined ~~economical~~by the court. ~~Accordingly,~~Various ifparties wehave ~~are~~come ~~unable~~forward orasserting ~~cannot~~ownership ~~afford~~and priority lien rights to ~~purchase~~the ~~insurance~~property. ~~against~~In ~~specific~~our ~~risks~~ongoing efforts to collect the $25,500,000 judgment obtained, a third party has intervened in our ~~projects~~case ~~may~~in bethe ~~fully~~Central ~~exposed~~District toof ~~those~~California ~~risks~~(case number: 2:19-cv-05299-VAP-JPR), ~~which~~asserting ~~also~~that ~~could~~it is the rightful owner of the “Ophir Collection” of gems and mineral specimens that is now in possession of the court-appointed receiver. On February 25, 2022, all parties who have appeared in this case stipulated to dismiss all pending claims while leaving the receivership established by the court in place. On the same date, the court ordered that upon a ~~material~~successful ~~adverse~~sale ~~effect~~of onthe Ophir Collection, the ~~viability~~net proceeds shall be distributed in accordance with the terms of ~~any~~the ~~affected~~January ~~plant~~3, 2022, confidential settlement between the parties. This matter is ongoing, and we understand that the receiver is attempting to liquidate the assets of the defendants.

~~Risks~~On ~~Related~~May 21, 2019, Theodore T. Herman filed a complaint against us in Theodore T. Herman v. Ocean Thermal Energy Corporation, Case No. CI-19-04780, in the Court of Common Pleas of Lancaster County, Pennsylvania, asserting that he is entitled to ~~Our~~payment ~~International~~on ~~Operations~~the $290,000 promissory note described in our financial statements under Note 4: Convertible Notes and Notes Payable. On July 1, 2019, we filed preliminary objections to the complaint, and subsequently filed an answer and new matter on August 20, 2019, to which the plaintiff filed a reply on September 9, 2019. Herman has not pursued this action since 2020, and on October 7, 2025, the court terminated the case with prejudice for failure to prosecute.

~~Certain~~On ~~risks~~August of22, ~~loss~~2018, ~~arise~~Fugro ~~from~~USA ~~our~~Maine, ~~need~~Inc. to(“Fugro”), ~~conduct~~filed ~~transactions~~suit against us in ~~foreign~~Fugro ~~currencies~~USA Marine, Inc. v. Ocean Thermal Energy Corp., Cause No. 2018-56396, in the District Court for Harris County, TX, 165th Judicial District, seeking approximately $500,000 allegedly owed for engineering services provided. On June 23, 2020, a settlement was reached under which we would pay Fugro $375,000 by June 30, 2021. We were unable to pay the remaining balance and therefore entered into a second amendment to the settlement agreement extending the deadline for full payment, with 18% interest per annum, to December 31, 2021. We will continue to make regular monthly payments to Fugro of $10,000 per month, until the balance owed has been paid. We have recorded the amount of accrued legal settlement as of December 31, 2024. We have repaid $260,000, and the balance at December 31, 2024, was $115,000, with accrued interest of $72,542 at December 31, 2024.

~~Our~~ITEM ~~business activities outside the United States and its territories may be conducted in foreign currencies~~4. InMINE ~~the~~SAFETY future, our capital costs and financial results may be affected by fluctuations in exchange rates between the applicable currency and the dollar. Other currencies used by us may not be convertible at satisfactory rates. In addition, the official conversion rates between a particular foreign currency and the U.S. dollar may not accurately reflect the relative value of goods and services available or required in other countries. Further, inflation may lead to the devaluation of such other currencies.DISCLOSURES

~~Foreign~~Not ~~governmental entities may have the authority to alter the terms of our rights or agreements if we do not comply with the terms and obligations indicated in such agreements~~applicable.

~~Pursuant~~22 toTable ~~the laws in some jurisdictions in which we may develop or operate plants, foreign governmental entities may have the authority to alter the terms~~ of our contractual or financial rights or override the terms of privately negotiated agreements. In extreme circumstances, some foreign governments have taken the step of confiscating private property on the assertion that such action is necessary in the public interest of the country. If this were to occur, we may not be compensated fairly or at all. We cannot assure that we have complied, and will comply, with all the terms and obligations imposed on us under all foreign laws to which one or more of our operations and assets may be subject.Contents

~~Our~~PART ~~operations will require our compliance with the Foreign Corrupt Practices Act.~~II

WeITEM ~~must conduct our activities in or related to foreign companies in compliance with the U~~5.S. ~~Foreign~~MARKET ~~Corrupt~~FOR Practices Act, or FCPA, and similar anti-bribery laws that generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. Enforcement officials interpret the FCPAREGISTRANT’sS ~~prohibition~~COMMON ~~on improper payments to government officials to apply to officials of state-owned enterprises~~EQUITY, ~~including~~RELATED ~~state-owned~~STOCKHOLDER ~~enterprises~~MATTERS ~~with~~AND ~~which~~ISSUER wePURCHASES ~~may~~OF ~~develop~~EQUITY or operate projects or to which we may sell plant outputs. While our employees and agents are required to acknowledge and comply with these laws, we cannot assure that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics. The occurrence or allegation of these activities may adversely affect our business, performance, prospects, value, financial condition, reputation, and results of operations.SECURITIES

Our ~~competitors~~common ~~may~~stock ~~not~~is bequoted ~~subject~~on tothe ~~laws~~OTC ~~similar~~Expert toMarket operated by the ~~FCPA~~OTC Markets Group, ~~which~~Inc., ~~may~~under ~~give~~the ~~them~~ticker ansymbol ~~advantage~~“CPWR.” Because we are delinquent in ~~negotiating~~our ~~with~~SEC ~~underdeveloped~~filings, ~~countries~~our shares are only eligible to trade for unsolicited customer orders, not proprietary broker-dealer quotations. The following table sets forth, for the periods indicated, the range of high and low closing prices of our common stock per quarter as reported by the ~~government~~OTC ~~agencies~~Markets. All quoted prices reflect interdealer prices without retail mark-up, mark-down, or commission, adjusted to account for past stock splits, and may not necessarily represent actual transactions:

Our competitors outside the United States may not be subject to anti-bribery or corruption laws as encompassing or stringent as the U.S. laws to which we are subject, which may place us at a competitive disadvantage.

	Low		High
Year Ended December 31, 2024
Fourth Quarter	$	.0.0001	$	0.0100
Third Quarter	$	0.0012	$	0.0110
Second Quarter	$	0.0062	$	0.0333
First Quarter	$	0.0062	$	0.0350

Year Ended December 31, 2023
Fourth Quarter	$	0.006	$	0.015
Third Quarter	$	0.001	$	0.015
Second Quarter	$	0.006	$	0.017
First Quarter	$	0.006	$	0.010

18On ~~Table~~September 30, 2025, the closing price per share of ~~Contents~~our common stock as quoted on the OTC marketplace was $0.0016. As of September 30, 2025, there were approximately 1,470 stockholders of record of our common stock.

~~We may encounter difficulties repatriating income from foreign jurisdictions.~~Dividends

AsWe wehave ~~develop~~not ~~and place plants into operation, we intend to enter into revenue-generating agreements in which we are~~ paid ~~only in U.S. dollars directly to our U.S. banks~~ or ~~through~~declared ~~countries~~any incash ~~which~~dividends ~~repatriation~~since ~~of the funds to~~ our ~~U.S.~~inception ~~accounts~~and isdo ~~unrestricted.~~not ~~However,~~intend ~~situations could arise in which we agree~~ to ~~accept~~declare ~~payment in foreign jurisdictions and for which restrictions make it difficult~~ or ~~costly~~pay toany ~~transfer~~such ~~these~~dividends ~~funds~~in tothe ~~our~~foreseeable Ufuture.S. ~~accounts.~~Our Inability ~~this~~to ~~event,~~pay wecash ~~could~~dividends ~~incur~~is ~~costs~~subject ~~and expenses from our U.S. assets for which we cannot recover income directly. This could require us~~ to ~~obtain~~limitations ~~additional~~imposed ~~working~~by ~~capital~~state ~~from other sources, which may not be readily available, resulting in increased costs and decreased profits, if any~~law.

~~Risks~~Equity ~~Related~~Compensation ~~to Our Common Stock~~Plan

~~Our~~We ~~common~~do ~~stock~~not ishave ~~thinly~~any ~~traded,~~securities ~~and~~authorized ~~there~~under isequity nocompensation ~~guarantee of the prices at which the shares will trade~~plans.

~~Our~~Recent ~~common~~Sales stock is quoted on the OTC marketplace operated by the OTC Markets Group, Inc., under the ticker symbol “CPWR.” Not being listed on an established securities exchange has an adverse effect on the liquidity of ~~our~~Unregistered common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of our company. This may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and asked prices for our common stock. Historically, our common stock has been thinly traded, and there is no guarantee of the prices at which the shares will trade or of the ability of stockholders to sell their shares without having an adverse effect on market prices. Securities

WeDuring ~~have~~November ~~never~~and ~~paid~~December ~~dividends~~2024, we sold an aggregate of 14 convertible note units for $70,000. Each unit was sold for $5,000 and consists of one convertible promissory note in the amount of $5,000 and one warrant to purchase 5,000 shares of the Company’s common stock at an exercise price of $0.01 per share. The notes bear interest at the rate of 10% per year, compounded annually, and are due on ~~our~~January 4, 2027 (the “Maturity Date”). The notes will be converted into common stock of the Company automatically upon the Maturity Date at the lower of (a) $0.10 per share, or (b) 90% of the market price of the Company’s common stock, which is the average closing price of the Company’s shares on the ten trading days immediately preceding the date of conversion. However, if the United States Army has issued a contract for the supply of sustainable power and wewater dofrom ~~not~~a ~~anticipate~~Company-designed ~~paying~~and ~~any~~built ~~dividends~~OTEC insystem prior to the ~~foreseeable~~Maturity ~~future~~Date, then within five business days of issuance of the contract the Notes will automatically be converted, depending on the amount of Notes purchased by each holder.

We23 ~~have~~Table not paid dividends on our common stock to date, and we may not be in a position to pay dividends in the foreseeable future. Our ability to pay dividends depends on our ability to successfully develop our OTEC business and generate revenue from future operations. Further, our initial earnings, if any, will likely be retained to finance our growth. Any future dividends will depend upon our earnings, our then-existing financial requirements, and other factors and will be at the discretion of ~~our board of directors.~~Contents

~~Because~~The ~~our~~convertible ~~common~~notes ~~stock~~and iswarrants were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. In each case, the investor is an “~~penny~~accredited ~~stock~~investor,” itas ~~may~~that beterm ~~difficult~~is todefined ~~sell~~in ~~shares~~Rule 501(a) of ~~our~~Regulation ~~common~~D, ~~stock~~and atconfirmed ~~times~~the foregoing and ~~prices~~acknowledged, in writing, that ~~are~~the ~~acceptable~~securities were acquired and will be held for investment. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

~~Our~~ITEM ~~common stock is a “penny stock~~6.” Broker-dealers that sell penny stocks must provide purchasers of these stocks with a standardized risk disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser’s written agreement to the purchase. The penny stock rules may make it difficult for investors to sell their shares of our common stock. Because of these rules, many brokers choose not to participate in penny stock transactions and there is less trading in penny stocks. Accordingly, investors may not always be able to resell shares of our common stock publicly at times and prices that they feel are appropriate.[RESERVED]

19ITEM ~~Table~~7. ofMANAGEMENT’S ~~Contents~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

InThe ~~addition~~following todiscussion ~~the~~and ~~“penny~~analysis ~~stock”~~of ~~rules~~our ~~described~~financial ~~above,~~condition ~~the~~and ~~Financial~~operating ~~Industry~~results ~~Regulatory~~should ~~Authority~~be ~~(known~~read astogether ~~“FINRA”)~~with ~~has~~our ~~adopted~~financial ~~rules~~statements ~~that~~and ~~require~~related ~~that~~notes inincluded ~~recommending~~elsewhere anin ~~investment~~this toreport. aThis ~~customer,~~discussion aand ~~broker-dealer~~analysis ~~must~~and ~~have~~other ~~reasonable~~parts ~~grounds~~of ~~for~~this ~~believing~~report ~~that~~contain ~~the~~forward-looking ~~investment~~statements isbased ~~suitable~~upon ~~for~~current ~~that customer. Prior to recommending speculative~~beliefs, ~~low-priced securities to their non-institutional customers~~plans, ~~broker-dealers~~and ~~must~~expectations ~~make~~that ~~reasonable~~involve ~~efforts to obtain information about the customer’s financial status~~risks, ~~tax status~~uncertainties, ~~investment objectives,~~ and ~~other information~~assumptions. ~~Under~~Our ~~interpretations~~actual ofresults ~~these~~may ~~rules,~~differ ~~FINRA~~materially ~~believes~~from ~~that~~those ~~there~~anticipated isin athese ~~high~~forward-looking ~~probability~~statements ~~that~~as ~~speculative,~~a ~~low-priced~~result ~~securities~~of ~~will~~various ~~not~~factors, beincluding ~~suitable~~those ~~for~~set atforth ~~least~~under ~~some~~“Risk ~~customers.~~Factors” ~~FINRA~~or ~~requirements~~in ~~make~~other itparts ~~more~~of ~~difficult~~this ~~for~~report. ~~broker-dealers~~Our tofiscal ~~recommend~~quarters ~~that~~end ~~their~~on ~~customers~~March ~~buy~~31, ~~our~~June ~~common stock~~30, ~~which~~September ~~may~~30, ~~limit~~and anDecember ~~investor’s~~31, ~~ability to buy~~ and ~~sell~~ our ~~stock~~current ~~and~~fiscal ~~have~~year anended ~~adverse effect~~ on ~~the~~December ~~market~~31, ~~for our shares~~2024.

~~Investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected.~~Overview

AsWe adevelop ~~public~~projects ~~reporting~~for ~~company,~~renewable wepower ~~are~~generation, ~~subject~~desalinated towater ~~the~~production, ~~Sarbanes-Oxley~~and ~~Act~~air ofconditioning ~~2002~~using asour ~~well~~proprietary astechnologies designed to ~~the~~extract ~~information~~energy ~~and~~from ~~reporting requirements of~~ the ~~Securities~~temperature ~~Exchange~~differences ~~Act~~between ofwarm ~~1934,~~surface aswater ~~amended (the “Exchange Act”),~~ and ~~other~~cold ~~federal~~deep ~~securities laws~~water. AsIn ~~a result~~addition, weour ~~incur~~projects ~~significant~~provide ~~legal,~~the ~~accounting,~~opportunity ~~and~~for ~~other~~ancillary ~~expenses,~~products ~~including~~such ~~costs~~as ~~associated~~potable/bottled ~~with~~water ~~our public company reporting requirements~~ and ~~corporate~~high-profit ~~governance~~aquaculture, ~~requirements. As an example of public reporting company requirements~~mariculture, ~~we evaluate the effectiveness of disclosure controls~~ and ~~procedures~~agriculture ~~and of our internal control over financing reporting to allow management to report on such controls~~processes.

~~Our~~We ~~management~~currently ~~concluded~~have ~~that~~limited ~~our~~sources ~~internal~~of ~~control~~revenue ~~over~~and ~~financial~~depend ~~reporting~~primarily ~~was~~on ~~not~~external ~~effective~~funding asfor ofoperations. ~~December~~We ~~31,~~cannot ~~2023,~~assure ~~due~~that tosuch afunding ~~failure~~will tobe ~~maintain~~available ~~an effective control environment~~or, ~~failure~~if ~~of segregation of duties~~available, ~~failure~~can ofbe ~~entity-level~~obtained ~~controls,~~on ~~and~~acceptable ~~our~~or ~~sole~~favorable ~~executive’s access to cash~~terms.

IfOur ~~significant~~operating ~~deficiencies~~expenses orconsist ~~other~~principally ~~material~~of ~~weaknesses~~expenses ~~are~~associated ~~identified~~with inthe ~~our~~development ~~internal~~of ~~control~~our ~~over~~projects ~~financial~~until ~~reporting~~we determine that wea ~~cannot~~particular ~~remediate~~project inis afeasible. ~~timely~~Salaries ~~manner~~and wages consist primarily of employee salaries and wages, ~~investors~~payroll taxes, and ~~others~~health ~~may~~insurance. ~~lose~~Our ~~confidence~~professional infees ~~the~~are ~~reliability~~related ofto ~~our~~consulting, ~~financial~~engineering, ~~statements.~~legal, ~~This~~investor ~~would~~relations, ~~likely~~outside ~~have~~accounting, anand ~~adverse~~auditing ~~effect~~expenses. onGeneral ~~the~~and ~~trading~~administrative ~~price~~expenses ofinclude ~~our~~travel, ~~common~~insurance, ~~stock~~rent, marketing, and ~~our~~miscellaneous ~~ability~~office toexpenses. ~~secure~~The ~~any~~interest ~~necessary~~expense ~~additional~~includes ~~equity~~interest orand ~~debt~~discounts ~~financing~~related to our loans and notes payable.

~~ITEM~~Results ~~1B.~~of ~~UNRESOLVED STAFF COMMENTS~~Operations

~~None.~~Comparison of Years Ended December 31, 2024 and 2023

~~ITEM~~During 1Cthe year ended December 31, 2024, we had salaries and compensation of $925,553, compared to salaries and wages of $888,790 during the same period for 2023, an increase of 4.1%, ~~CYBERSECURITY~~primarily driven by increased activity and consultants for engineering and contract development.

~~Risk~~During ~~Management~~the years ended December 31, 2024 and ~~Strategy~~2023, we recorded professional fees of $534,789 and $473,467, respectively, an increase of 13.0%. During the first quarter of 2024, our professional fees increased as the Company began pursuing completing its securities filings, continued development of existing projects, and identifying potential customers and marketing new projects.

WeGeneral ~~store~~ and ~~transmit~~administrative ~~data,~~expenses ~~including~~were ~~sensitive~~$116,268 ~~and~~during ~~nonpublic~~the ~~data~~year ~~regarding~~ended ~~our~~December ~~company~~31, ~~employees~~2024, ~~and~~compared ~~counterparties.~~to ~~Given our limited size~~$138,048 ~~resources~~for ~~and~~the ~~operations,~~same weperiod ~~believe we have appropriate processes~~ in ~~place~~2023, asa ~~well~~decrease ~~as appropriate physical and administrative controls, to allow oversight and identification~~ of ~~cybersecurity~~15.8% ~~threats~~due to ~~our~~multiple ~~operations. The~~factors ~~Company depends on the proper functioning, availability, and security of its information systems,~~ including ~~financial,~~cost ~~data~~cutting ~~processing,~~efforts ~~communications, and operating systems. Several information systems are software applications provided~~ by ~~third parties~~management. ~~We monitor risks through routine security assessments and implementation of enhancements to security measures used to protect our systems and data.~~

~~Like~~24 ~~many~~Table ~~companies, we might be subjected to attempts by unauthorized actors to disrupt our operations, access our data, or otherwise cause damage to our technology infrastructure, including through the use~~ of ~~phishing, malware, and other attack vectors.~~ Contents

InOur ~~addition,~~interest weexpense ~~are~~was ~~subject to cybersecurity risk in connection with vendors we use. For example~~$2,504,722 afor ~~weakness in vendor systems or software products that we use in~~ the ~~operation~~year ofended ~~our~~December ~~business~~31, ~~may~~2024, ~~provide~~compared ato ~~mechanism~~$2,278,347 for athe ~~cyber~~same ~~threat~~period ~~actor~~of tothe ~~access~~previous ~~our~~year, ~~systems~~an orincrease ~~information~~of ~~through trusted paths~~9.9% ~~Recent~~due ~~global~~to ~~supply~~an ~~chain~~increase ~~security~~in ~~incidents~~debt ~~such~~and ashigher ~~compromises~~interest ofrates ~~reputable~~on ~~software~~defaulted ~~update services are illustrative of this type of occurrence~~notes.

ToOur ~~date,~~amortization weof ~~have~~debt ~~not~~discount ~~been~~and ~~materially~~loan ~~affected~~fee byexpenses ~~cybersecurity~~was ~~incidents~~$2,245 ~~and~~for ~~believe~~the ~~our~~year ~~risk~~ended December 31, 2024, compared to ~~such~~$88,540 afor ~~threat~~the previous year. The decrease is ~~low~~due to full amortization of discount on debt that became due during the periods.

~~Governance~~Our operations used net cash of $562,627 in 2024, as compared to $669,463 in the prior year. The decrease in cash used was primarily the result of an increase in the change in accounts payable and accrued expenses partially offset by an increase in loss, after adjusting for noncash activities.

~~Our~~Financing ~~board~~activities ofprovided ~~directors~~cash isof ~~responsible~~$463,620 for ~~the~~our ~~oversight~~operations ofduring ~~risks~~the ~~related~~year toended ~~cybersecurity~~December ~~threats.~~31, ~~Management~~2024, ~~communicates~~as ~~with~~compared ~~the~~to ~~board~~providing cash of ~~directors~~$783,208 onin athe ~~regular~~prior ~~basis~~year. ~~regarding~~During ~~cybersecurity~~2024, ~~efforts~~we ~~through~~received ~~risk~~cash ~~reporting~~proceeds ~~and~~from the ~~development~~sale ~~and testing~~ of ~~procedures~~preferred ~~and~~stock ~~exercises for responding to both internal~~ and ~~external~~convertible ~~cyber~~notes ~~threats~~payable. We ~~believe~~also ~~our~~repaid ~~board~~working ofcapital ~~directors~~advances isfrom ~~capable~~related ofparties ~~addressing~~and ~~the~~made ~~full~~repayments ~~spectrum~~ of ~~potential~~notes ~~risks~~payable. toDuring us2023, ~~estimating~~we received cash proceeds from the ~~likelihood~~sale of ~~such~~preferred anstock ~~occurrence,~~ and ~~predicting~~working ~~the~~capital ~~potential~~advances ~~financial~~from ~~impact~~related ofparties. ~~each~~We ~~risk,~~also ~~for~~made ~~the~~repayments ~~purpose~~ of ~~prioritizing~~notes ~~risks,~~payable ~~including~~during the ~~risk of a cybersecurity threat~~period.

~~Given~~Liquidity ~~our limited resources, we believe we have appropriate processes in place, as well as appropriate physical~~ and ~~administrative~~Capital ~~controls, to allow oversight and identification of cybersecurity threats to our operations.~~Resources

~~ITEM~~At 2December 31, 2024, our principal source of liquidity consisted of $16,147 of cash, as compared to $115,149 of cash at December 31, 2023. ~~PROPERTIES~~At December 31, 2024, we had negative working capital (current assets minus current liabilities) of $44,535,784. In addition, our stockholders’ deficit was $44,551,904 at December 31, 2024, compared to stockholders’ deficit of $43,931,991 at the end of 2023. We are exploring external funding alternatives, as our current cash is insufficient to fund operations for the next 12 months.

Our ~~principal~~consolidated ~~corporate~~financial ~~offices~~statements ~~are~~have ~~located~~been atprepared ~~3675~~assuming ~~Market~~we ~~Street,~~will ~~Suite~~continue ~~200,~~as ~~Philadelphia~~a PAgoing ~~19104~~concern. ~~and~~We ~~leased~~have experienced recurring losses from ~~CIC,~~operations ~~Philadelphia~~and have an accumulated deficit. WeOur ~~are~~ability atto continue our operations as a going concern is dependent on the ~~heart~~success of ~~University~~management’s ~~City~~plans, ~~just~~which ~~steps~~include ~~away~~the ~~from~~raising ~~UPenn~~of capital through debt and/or ~~Drexel~~equity ~~University.~~markets ~~Our~~until ~~rent~~such istime ~~approximately~~that ~~$500~~revenue ~~per~~provided ~~month.~~by ~~These~~operations ~~facilities~~is ~~are~~sufficient ~~generally~~to infund ~~good~~working ~~condition,~~capital ~~well~~requirements. ~~maintained,~~We ~~and~~will ~~suitable~~require ~~and~~additional ~~adequate~~funding ~~for~~to ~~our~~finance ~~current~~the ~~and~~growth ~~projected~~of ~~operating~~our ~~needs.~~current Inand ~~May~~expected ~~2023,~~future weoperations ~~entered~~as ~~into~~well aas ~~month-~~to~~-month~~ ~~agreement~~achieve ~~for~~our ~~shared~~strategic ~~use~~objectives ofThe anaccompanying ~~office~~financial ~~and~~statements ~~facilities~~have atbeen ~~128~~prepared Eon ~~Grant~~a ~~Street,~~going ~~Lancaster,~~concern ~~Pennsylvania 17602~~basis, ~~for~~which ~~$1,000~~contemplates ~~per~~the ~~month,~~realization ~~pursuant~~of toassets aand ~~lease~~the ~~with~~satisfaction aof ~~company~~liabilities ~~controlled~~in bythe ~~our~~normal ~~chief~~course ~~executive~~of ~~officer~~business.

20We ~~Table~~have no significant contractual obligations or commercial commitments not reflected on our balance sheet as of ~~Contents~~this date.

~~ITEM~~Critical 3.Accounting ~~LEGAL~~Policies ~~PROCEEDINGS~~and Estimates

~~From~~We ~~time~~have identified the policies outlined below as critical to ~~time~~our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of our accounting policies. In many cases, wethe ~~are~~accounting ~~involved~~treatment of a particular transaction is specifically dictated by accounting principles generally accepted in ~~legal~~the ~~proceedings~~United States, with no need for management’s judgment in their application. The impact and ~~regulatory~~any ~~proceedings~~associated ~~arising~~risks ~~from~~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. WeFor ~~establish~~a ~~reserves~~detailed discussion on the application of these and other accounting policies, see the notes to our consolidated financial statements for ~~specific~~the ~~liabilities~~year inended ~~connection~~December ~~with~~31, ~~legal~~2024. ~~actions~~Note that ~~management~~our ~~deems~~preparation of the consolidated financial statements requires us to bemake ~~probable~~estimates and ~~estimable~~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.

On May 4, 2018, we reached a settlement of the claims at issue in Ocean Thermal Energy Corp. v. Robert Coe, et al., Case No. 2:17-cv-02343SHL-cgc, before the United States District Court for the Western District of Tennessee. Between May 30 and July 19, 2018, we received three payments totaling $100,000 from the defendants. On August 8, 2018, an $8 million judgment was entered against the defendants and in our favor. On May 28, 2019, we further settled the claims at issue with two of the defendants, Brett M. Regal and his company, Trade Base Sales, Inc. (“Regal Debtors”), for $17,500,000, bringing the combined judgment and settlement amount owed to us is $25~~,500,000.~~ OnTable ~~July 1, 2019, the United States District Judge for the Central District~~ of California (case number: 2:19-cv-05299-VAP-JPR), approved our stipulated application for an order permitting us to levy on property and appointing a receiver to carry out the levy on Regal Debtors’ property, such that it may be sold (subject to further order of the court approving and confirming such sales), to satisfy the $25,500,000 settlement and judgment amounts in our favor. On August 15, 2019, the court-appointed receiver notified the court that he had taken custody, possession, and control of certain gemstone and mineral specimens, known as the “Ophir Collection” and 350,000 pounds of unrefined gold and other precious metal bearing ore. By order of the court, the receiver was given the authority to assign, sell, and transfer the debtor property. The proceeds of any sales will be used to satisfy the judgment and settlement agreement, receivership’s reasonable costs and fees, as well as any other claims as determined by the court. Various parties have come forward asserting ownership and priority lien rights to the property. In our ongoing efforts to collect the $25,500,000 judgment obtained, a third party has intervened in our case in the Central District of California (case number: 2:19-cv-05299-VAP-JPR), asserting that it is the rightful owner of the “Ophir Collection” of gems and mineral specimens that is now in possession of the court-appointed receiver. On February 25, 2022, all parties who have appeared in this case stipulated to dismiss all pending claims while leaving the receivership established by the court in place. On the same date, the court ordered that upon a successful sale of the Ophir Collection, the net proceeds shall be distributed in accordance with the terms of the January 3, 2022, confidential settlement between the parties.Contents

OnIncome May 21, 2019, Theodore T. Herman filed a complaint against us in Theodore T. Herman v. Ocean Thermal Energy Corporation, Case No. CI-19-04780, in the Court of Common Pleas of Lancaster County, Pennsylvania, asserting that he is entitled to payment on the promissory note described in Note 4: Convertible Notes and Notes Payable. On July 1, 2019, we filed preliminary objections to the complaint, and subsequently filed an answer and new matter on August 20, 2019, to which the plaintiff filed a reply on September 9, 2019. We will continue to defend our position that no further payment on this note is owed.Taxes

OnWe ~~August~~use ~~22, 2018, Fugro USA Maine, Inc. (“Fugro”), filed suit against us in Fugro USA Marine, Inc. v. Ocean Thermal Energy Corp., Cause No. 2018-56396, in~~ the ~~District~~liability ~~Court~~method ~~for~~of ~~Harris~~accounting ~~County, TX, 165th Judicial District, seeking approximately $500,000 allegedly owed~~ for ~~engineering~~income ~~services provided~~taxes. OnUnder ~~June~~the ~~23,~~liability ~~2020~~method, adeferred ~~settlement~~tax ~~was~~assets ~~reached~~and ~~under~~liabilities ~~which~~are wedetermined ~~would~~based ~~pay~~on ~~Fugro~~temporary ~~$375,000~~differences bybetween ~~June~~financial ~~30,~~reporting ~~2021.~~and Wetax ~~were~~bases ~~unable~~of toassets ~~pay~~and ~~the~~liabilities ~~remaining balance~~ and ~~therefore~~on ~~entered~~the ~~into~~amount aof ~~second~~operating ~~amendment~~loss tocarry-forwards ~~the~~and ~~settlement~~are ~~agreement~~measured ~~extending~~using the ~~deadline~~enacted ~~for~~tax ~~full~~rates ~~payment,~~and ~~with~~laws ~~18%~~that ~~interest per annum, to December 31, 2021. We~~ will ~~continue~~be toin ~~make~~effect ~~regular~~when ~~monthly payments to Fugro of $10,000 per month, until~~ the ~~balance~~temporary ~~owed~~differences ~~has~~and ~~been~~carry-forwards ~~paid.~~are Weexpected ~~have~~to ~~recorded the amount of accrued legal settlement as of December 31, 2023~~reverse. WeAn ~~have~~allowance ~~repaid~~against ~~$260,000,~~deferred ~~and~~tax ~~the~~assets ~~balance~~is atrecorded ~~December~~when ~~31,~~it ~~2023,~~is ~~was~~more ~~$115,000,~~likely ~~with~~than ~~accrued~~not ~~interest~~that ofsuch ~~$72,542~~tax atbenefits ~~December~~will ~~31,~~not ~~2023~~be realized.

~~ITEM~~Fair 4.Value ~~MINE~~of ~~SAFETY~~Derivative ~~DISCLOSURES~~Liability

~~Not~~We ~~applicable~~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 liability.

~~21 Table of Contents~~Contingencies

~~PART~~In IIthe normal course of business, we are subject to contingencies, including legal proceedings and claims arising out of our business that relate to a wide range of matters, such as government investigations and tax matters. We recognize a liability for such contingency if we determine it is probable that a loss has occurred and a reasonable estimate of the loss can be made. We may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

~~ITEM~~Recent 5.Accounting ~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Pronouncements

~~Our~~In ~~common~~November ~~stock~~2024, isthe ~~quoted~~Financial onAccounting ~~the~~Standards ~~OTC~~Board ~~marketplace~~(FASB) ~~operated~~issued byAccounting ~~the~~Standards ~~OTC~~Update ~~Markets~~(ASU) ~~Group~~2024-04, ~~Inc.,~~“Debt ~~under~~with ~~the~~Conversion ~~ticker~~and ~~symbol~~Other ~~“CPWR~~Options (Subtopic 470-20).” ~~The~~This ~~following~~ASU ~~table~~clarifies ~~sets~~the ~~forth,~~requirements ~~for~~related ~~the~~to ~~periods~~accounting ~~indicated,~~for the ~~range~~settlement of ~~high~~a ~~and~~debt ~~low~~instrument ~~closing~~as ~~prices~~an ofinduced ~~our~~conversion. ~~common~~An ~~stock~~induced ~~per~~conversion ~~quarter~~is aswhen ~~reported~~a byCompany ~~the~~induces ~~OTC~~debt ~~Markets~~holders to convert their debt into equity shares under changed terms and involved additional consideration. ~~All~~The ~~quoted~~amendments ~~prices~~in ~~reflect~~this ~~interdealer~~Update ~~prices~~are ~~without~~effective ~~retail~~for ~~mark-up~~all entities for annual reporting periods beginning after December 15, ~~mark-down~~2025, orand ~~commission,~~interim ~~adjusted~~reporting toperiods ~~account~~within those annual reporting periods. Early adoption is permitted for ~~past~~all ~~stock~~entities ~~splits,~~that ~~and~~have ~~may~~adopted ~~not~~the ~~necessarily~~amendments ~~represent~~in ~~actual~~ASU ~~transactions:~~2020-06. The Company is still evaluating the impact of the adoption of this ASU.

	Low		High
Year Ended December 31, 2023
Fourth Quarter	$	0.006	$	0.015
Third Quarter	$	0.001	$	0.015
Second Quarter	$	0.006	$	0.017
First Quarter	$	0.006	$	0.010
Year Ended December 31, 2022
Fourth Quarter	$	0.006	$	0.017
Third Quarter	$	0.009	$	0.020
Second Quarter	$	0.007	$	0.043
First Quarter	$	0.006	$	0.018

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” This ASU requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories within the footnotes, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) DD&A recognized as part of oil- and gas-producing activities or other depletion expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is still evaluating the impact of the adoption of this ASU.

OnIn ~~March~~November 192023, ~~2024~~the FASB issued ASU 2023-07, ~~the~~“Segment ~~closing~~Reporting ~~price~~(Topic ~~per~~280): ~~share~~Improvements ofto ~~our~~Reportable ~~common~~Segment ~~stock~~Disclosures,” aswhich ~~quoted~~requires a public entity to disclose significant segment expenses and other segment items on ~~the~~an ~~OTC~~annual ~~marketplace~~and ~~was~~interim $0basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually.~~0157.~~ AsASU of2023-07 ~~March~~is 19effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, ~~there~~with ~~were~~early ~~approximately~~adoption permitted. The Company adopted this ASU on July 1,~~470~~ ~~stockholders~~2024. ofThe ~~record~~adoption of ~~our~~this ~~common~~ASU ~~stock~~had no impact on the Company’s condensed consolidated financial statements.

~~Dividends~~In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

We26 ~~have~~Table ~~not~~of paid or declared any cash dividends since our inception and do not intend to declare or pay any such dividends in the foreseeable future. Our ability to pay cash dividends is subject to limitations imposed by state law.Contents

~~Equity~~ITEM ~~Compensation~~7A. ~~Plan~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

WeNot ~~do not have any securities authorized under equity compensation plans~~applicable.

~~Recent~~ITEM ~~Sales~~8. ofFINANCIAL ~~Unregistered~~STATEMENTS ~~Securities~~AND SUPPLEMENTARY DATA

~~During~~Our consolidated financial statements, including the ~~year~~Report ~~ended~~of ~~December~~Independent ~~31,~~Registered ~~2023,~~Public weAccounting ~~issued~~Firm ~~393~~on ~~shares~~our ofconsolidated ~~Series~~financial Dstatements, ~~Preferred~~are ~~Stock~~included ~~for~~beginning ~~cash~~on ~~proceeds~~page F-1 of ~~$786~~this report,~~000~~ which are incorporated herein by reference.

~~During~~ITEM ~~the~~9. ~~year~~CHANGES ~~ended~~IN ~~December~~AND ~~31,~~DISAGREEMENTS ~~2023,~~WITH weACCOUNTANTS ~~issued~~ON ~~500~~ACCOUNTING ~~shares~~AND ofFINANCIAL ~~Series D Preferred Stock to a related party upon conversion of $35,303 of notes and $964,697 of related accrued interest.~~DISCLOSURE

~~During~~On ~~the~~May ~~year ended December 31~~7, ~~2023~~2024, wethe ~~issued~~board 31of ~~shares~~directors of ~~Series~~the DCompany ~~Preferred~~approved ~~Stock~~the ~~upon~~dismissal ~~conversion~~ of ~~$46,750~~BF ofBorgers ~~notes~~CPA ~~and~~PC ~~$12,670~~(“BF ofBorgers”) ~~related~~as ~~accrued~~the ~~interest~~Company’s independent registered public accounting firm.

~~These~~The ~~securities~~reports ~~were~~of ~~issued~~BF inBorgers ~~reliance~~ on the ~~exemption~~Company’s ~~from~~consolidated ~~registration~~financial ~~provided~~statements infor ~~Section~~the ~~4(a)(2)~~fiscal ofyears ~~the~~ended ~~Securities~~December ~~Act~~31, ~~of 1933~~2023, asand ~~amended~~December 31, ~~for~~2022, ~~transactions~~did not ~~involving~~contain ~~any public offering. The investor is~~ an ~~“accredited~~adverse ~~investor,”~~opinion asor ~~that~~a ~~term~~disclaimer isof ~~defined~~opinion inand ~~Rule~~were ~~501(a)~~not ofqualified ~~Regulation~~or D,modified ~~and~~as ~~confirmed~~to ~~the foregoing and acknowledged~~uncertainty, inaudit ~~writing~~scope, ~~that~~or ~~the~~accounting ~~securities~~principles ~~were~~other ~~acquired~~than ~~and~~an ~~will~~explanatory beparagraph ~~held~~relating ~~for~~to ~~investment. No underwriter participated in~~ the ~~offer~~Company’s ~~and~~ability ~~sale~~to ofcontinue ~~these~~as ~~securities,~~a ~~and~~going ~~no commission or other remuneration was paid or given directly or indirectly in connection therewith~~concern.

~~ITEM~~During 6the fiscal years ended December 31, 2023, and December 31, 2022, and through May 7, 2024, the date of termination, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. ~~[RESERVED]~~During the fiscal years ended December 31, 2023, and December 31, 2022, and through May 7, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report on Form 10-K.

22On ~~Table~~February 21, 2024, the Company’s board of ~~Contents~~directors approved the retention of Victor Mokuolu, CPA PLLC (“VMCPA”) as the Company’s independent registered public accounting firm.

ITEM 79A. ~~MANAGEMENT’S~~CONTROLS ~~DISCUSSION~~ AND ~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~PROCEDURES

~~The~~Evaluation ~~following discussion and analysis~~ of ~~our~~Disclosure ~~financial~~Controls ~~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, 2023. Procedures

~~Overview~~We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us, in the reports that we file or submit to the SEC under the Exchange Act, is recorded, processed, summarized, and reported within the periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective to provide reasonable assurance because certain deficiencies involving internal controls constituted material weaknesses, as discussed below. The material weaknesses identified did not result in the restatement of any previously reported financial statements or any other related financial disclosure, and management does not believe that the material weaknesses had any effect on the accuracy of our financial statements for the current reporting period.

We27 ~~develop~~Table ~~projects~~of 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 the opportunity for ancillary products such as potable/bottled water and high-profit aquaculture, mariculture, and agriculture processes.Contents

WeLimitations ~~currently~~on ~~have~~Effectiveness ~~no source~~ of revenue, so as we continue to incur costs, we depend 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.Controls

~~Our~~A ~~operating~~system ~~expenses~~of ~~consist~~controls, ~~principally~~however ofwell ~~expenses~~designed ~~associated~~and ~~with~~operated, ~~the~~can ~~development~~provide ofonly ~~our~~reasonable, ~~projects~~and ~~until~~not weabsolute, ~~determine~~assurance that athe ~~particular~~system ~~project~~will ismeet ~~feasible~~its objectives. ~~Salaries~~The ~~and~~design ~~wages~~of ~~consist~~a ~~primarily~~control ofsystem ~~employee~~is ~~salaries~~based, ~~and~~in ~~wages~~part, ~~payroll~~upon ~~taxes,~~the ~~and~~benefits ~~health~~of ~~insurance~~the control system relative to its costs. ~~Our~~Control ~~professional~~systems ~~fees~~can ~~are~~be ~~related~~circumvented toby ~~consulting,~~the ~~engineering,~~individual ~~legal,~~acts ~~investor~~of ~~relations~~some persons, ~~outside~~by ~~accounting~~collusion of two or more people, ~~and~~or ~~auditing~~by ~~expenses.~~management ~~General~~override ~~and~~of ~~administrative~~the ~~expenses~~control. ~~include~~In ~~travel~~addition, ~~insurance,~~over ~~rent~~time, ~~marketing~~controls may become inadequate because of changes in conditions, ~~and~~or ~~miscellaneous~~the ~~office~~degree ~~expenses~~of compliance with the policies or procedures may deteriorate. ~~The~~Also, ~~interest~~the ~~expense~~design ~~includes~~of ~~interest~~any ~~and~~control ~~discounts~~system ~~related~~is tobased ~~our~~in ~~loans~~part ~~and~~upon ~~notes~~assumptions ~~payable~~about the likelihood of future events.

~~Results~~Changes ofin ~~Operations~~Internal Control over Financial Reporting

~~Comparison~~There ofwere ~~Years~~no ~~Ended~~changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, ~~2023~~2024, ~~and~~that ~~2022~~materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

WeManagement’s ~~had~~Annual noReport ~~revenue~~on inInternal ~~the~~Control ~~years~~Over ~~ended~~Financial ~~December 31, 2023 and 2022.~~Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. We ~~had~~have ~~miscellaneous~~assessed ~~services~~the ~~income~~effectiveness of ~~$12,000~~those ~~during~~internal ~~the~~controls ~~year~~as ~~ended~~of December 31, ~~2023~~2024, ~~with~~using nothe ~~income~~Committee inof Sponsoring Organizations of the ~~2022~~Treadway ~~period~~Commission (“COSO”) Internal Control—Integrated Framework (2013) as a basis for our assessment.

~~During~~Because ~~the~~of ~~year~~inherent ~~ended~~limitations, ~~December~~internal ~~31,~~control ~~2023,~~over wefinancial ~~had~~reporting ~~salaries~~may ~~and~~not ~~compensation~~prevent ofor ~~$888~~detect misstatements. Therefore,~~790,~~ ~~compared~~even those systems determined to ~~salaries~~be ~~and~~effective ~~wages~~can ofprovide ~~$791,392~~only ~~during~~reasonable ~~the~~assurance ~~same~~respecting ~~period~~financial ~~for~~statement ~~2022~~preparation and presentation. Further, anthe ~~increase~~design of ~~12.3%~~a control system must reflect the fact that there are resource constraints, ~~which~~and isthe ~~primarily~~benefits ~~attributable~~of tocontrols amust ~~net~~be ~~increase~~considered inrelative ~~executive~~to ~~compensation~~their costs.

~~During~~A ~~the~~material ~~years~~weakness ~~ended~~in ~~December~~internal ~~31,~~controls ~~2023~~is ~~and~~a ~~2022,~~deficiency wein ~~recorded~~internal ~~professional~~control, ~~fees~~or combination of ~~$451~~control deficiencies,~~717~~ ~~and~~that ~~$557~~adversely affects our ability to initiate,~~055~~ authorize, ~~respectively~~record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a ~~decrease~~remote likelihood that a material misstatement of ~~18.9%~~our ~~year~~annual ~~over~~or ~~year~~interim ~~due~~financial tostatements ~~decreased~~that ~~fees~~is ~~related~~more tothan ~~the~~inconsequential ~~continuing~~will ~~Memphis~~not ~~litigation~~be ~~issues~~prevented or detected.

~~General~~Based ~~and~~on ~~administrative~~our ~~expenses~~evaluation ~~were~~of ~~$138,048~~internal ~~during~~control ~~the~~over ~~year~~financial ~~ended~~reporting, ~~December~~our ~~31,~~management ~~2023,~~concluded ~~compared~~that toour ~~$170,160~~internal ~~for~~control ~~the~~over ~~same~~financial ~~period~~reporting inwas ~~2022,~~not aeffective ~~decrease~~as of ~~18.9%.~~December A31, ~~decrease~~2024 inas ~~rent~~a ~~expense~~result ~~was~~of ~~partially~~the ~~offset~~following bymaterial ~~increases~~weaknesses inidentified ~~travel~~by ~~and other corporate expenses.~~management:

~~Our~~· ~~interest~~Control ~~expense~~Environment ~~was~~- ~~$2,186,557~~We did not maintain an effective control environment for ~~the~~internal ~~year~~control ~~ended~~over ~~December~~financial ~~31,~~reporting. ~~2023~~· Segregation of Duties - As a result of limited resources and staff, ~~compared~~we todid $1not maintain proper segregation of incompatible duties (ie,~~815,800~~ ~~for~~our chief executive officer also serves as our chief financial officer). The effect of the ~~same~~lack ~~period~~of segregation of duties potentially affects multiple processes and procedures. · Entity Level Controls - We failed to maintain certain entity-level controls as defined by the ~~previous~~2013 ~~year~~framework issued by COSO. Specifically, anour ~~increase~~lack of 20staff does not allow us to effectively maintain a sufficient number of adequately trained personnel necessary to anticipate and identify risks critical to financial reporting.4% There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, due to anlack ~~increase~~of inadequate ~~debt~~staff ~~and~~with ~~higher~~such ~~interest~~expertise. ~~rates~~· onAccess ~~defaulted~~to ~~notes~~Cash - One executive had the ability to transfer from our bank accounts.

~~Our~~28 ~~amortization~~Table of debt discount and loan fee expenses was $88,540 for the year ended December 31, 2023, compared to $210,351 for the same period of the previous year. The decrease reflects the continued amortization of the fair value of embedded conversion options related with convertible notes payable and recorded as discount, which is amortized over the life of the convertible notes payable. There were no additions to debt discount during 2023 and 2022. In addition, there was a loss on change in the fair value of the derivative liability of $5,409,047 during the year ended December 31, 2023, as compared to a loss of $3,428,245 for the same period in 2022. Also, we recorded gain on conversion of convertible notes of $22 and $60,901 for the years ended December 31, 2023 and 2022, respectively.Contents

~~Our~~These ~~operations~~weaknesses ~~used~~are ~~net~~continuing. ~~cash~~Management ofand ~~$669,463~~the inboard ~~2023,~~of asdirectors ~~compared~~are toaware ~~$327,213~~of inthese ~~the~~weaknesses ~~prior~~that ~~year.~~result ~~The~~because ~~increase~~of inlimited ~~cash~~resources ~~used~~and ~~was~~staff. ~~primarily~~Management has begun the ~~result~~process of anformally ~~increase~~documenting inour ~~loss,~~key ~~after~~processes ~~adjusting~~as a starting point for ~~noncash~~improved ~~activities,~~internal ofcontrol ~~$318~~over financial reporting. Efforts to fully implement the processes we have designed have been put on hold due to limited resources,~~705,~~ ~~plus~~but we anticipate a ~~decrease~~renewed focus on this effort in the ~~change~~future. inDue ~~accounts~~to ~~payable~~our ~~and~~limited ~~accrued~~financial ~~expenses~~and ofmanagerial ~~$23~~resources,~~545~~ we cannot assure when we will be able to implement effective internal controls over financial reporting.

23This ~~Table~~annual report does not include an attestation report of ~~Contents~~our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

~~Financing~~ITEM ~~activities provided cash of $783,208 for our operations during the year ended December 31, 2023, as compared to providing cash of $327,660 in the prior year, an increase of 139%~~9B. ~~During~~OTHER 2023, we received $786,000 in proceeds from the sale of preferred stock and $3,708 in working capital advances from related parties. We also made repayments of notes of $6,500. During 2022, we received $270,000 in proceeds from the sale of preferred stock and $57,660 in working capital advances from related parties.INFORMATION

~~Liquidity and Capital Resources~~None.

AtITEM ~~December 31, 2023, our principal source of liquidity consisted of $115,149 of cash, as compared to $1,404 of cash at December 31, 2022~~9C. AtDISCLOSURE ~~December~~REGARDING ~~31,~~FOREIGN ~~2023,~~JURISDICTIONS weTHAT ~~had~~PREVENT negative working capital (current assets minus current liabilities) of $43,501,703. In addition, our stockholders’ deficiency was $43,501,703 at December 31, 2023, compared to stockholders’ deficiency of $36,199,026 at December 31, 2022, an increase in the deficiency of $7,302,677. 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.INSPECTIONS

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.None

We29 ~~have~~Table ~~no significant contractual obligations or commercial commitments not reflected on our balance sheet as~~ of ~~this date.~~Contents

~~Critical~~PART ~~Accounting Policies and Estimates~~III

WeITEM ~~have identified the policies outlined below as critical to our business operations and an understanding of our results of operations~~10. ~~The list is not intended to be a comprehensive list of our accounting policies. In many cases~~DIRECTORS, ~~the~~EXECUTIVE ~~accounting~~OFFICERS ~~treatment~~AND ofCORPORATE 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, 2023. 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.GOVERNANCE

~~Income~~The ~~Taxes~~following table sets forth the names, ages, and positions of our executive officers and directors as of December 31, 2024:

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.

Name	Age	Position
Jeremy P. Feakins	71	Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Secretary/Treasurer
Peter H. Wolfson	60	Director
Antoinette K. Hempstead	60	Director

24Jeremy ~~Table~~P. Feakins has served as chairman of ~~Contents~~our board and our chief executive officer, chief financial officer, and secretary/treasurer since March 2015. Mr. Feakins has over 40 years of experience as an entrepreneur and investor, having founded two technology-based companies. Between 1990 and 2006, Mr. Feakins was the chairman and chief executive officer of Medical Technology & Innovations, Inc. (MTI), a developer and manufacturer of a microprocessor-based, vision-screening device and other medical devices located in Lancaster, Pennsylvania. In 1996, he managed the public listing of MTI on the over-the-counter markets and subsequently structured the sale of the rights to MTI’s vision-screening product to a major international eyewear company. Between 1998 and 2006, he was a managing member of Growth Capital Resources LLC, a venture capital company located in Lancaster, Pennsylvania, where he successfully managed the public listings for four small companies on the over-the-counter market. Between 2005 and 2008, he served as executive vice chairman and member of the board of directors of Caspian International Oil Corporation (OTC: COIC), an oil exploration and services company located in Houston, Te, and Almaty, . Kazakhstan where he managed its public listing. Since 2008, Mr. Feakins has been the chairman and managing partner of the JPF Venture Fund 1, LP, a venture capital company located in Lancaster, Pennsylvania, focused on companies involved with humanitarian and/or sustainability projects. Since 2014, Mr. Feakins has been chairman and chief executive officer of JPF Venture Group, Inc., which provides strategic and operational business assistance to start-up, early-stage, and middle-market high-growth businesses and is a principal stockholder of our stock. Mr. Feakins graduated from the Defence College of Logistics and Personnel Administration, Shrivenham, United Kingdom, and served seven years in the British Royal Navy. He is a member of the Institute of Directors in the United Kingdom and the British American Business Council in the United States. Based on his background in the technology industry and his financial and management background, the board of directors has concluded that Mr. Feakins is qualified to serve as a director.

~~Fair~~30 ~~Value~~Table of ~~Derivative Liability~~Contents

WePeter ~~identified~~Wolfson ~~conversion~~has ~~features~~served ~~embedded~~as ~~within~~one ~~convertible~~of ~~debt~~our ~~issued~~directors since March 2015. WeMr. ~~have~~Wolfson ~~determined~~is ~~that~~a ~~the~~qualified ~~features~~commercial ~~associated~~pilot and has been actively flying with ~~the~~Delta ~~embedded~~Airlines, ~~conversion~~a ~~option~~major ~~should~~U.S.-owned beinternational ~~accounted~~airline ~~for~~company, atsince ~~fair~~1996. ~~value~~In addition, Mr. Wolfson is the founder and currently involved as president, and chief executive officer of Hans Construction, a ~~derivative~~developer ~~liability.~~and Webuilder ~~have~~of ~~elected~~upscale tohomes ~~account~~located ~~for~~in ~~these~~Lancaster, ~~instruments~~Pennsylvania, ~~together~~organized ~~with~~in ~~fixed~~2005. ~~conversion~~He ~~price~~also ~~instruments~~has as10 ~~derivative~~years’ ~~liabilities~~experience as wea ~~cannot~~financial ~~determine~~consultant ifwith a ~~sufficient~~subsidiary ~~number~~ of ~~shares~~Mass ~~would~~Mutual, bedeveloping ~~available~~financial tostrategies ~~settle~~and ~~all~~tax ~~potential~~planning. ~~future~~He ~~conversion~~holds ~~transactions.~~a WeBachelor ~~value~~of ~~the~~Science ~~derivative~~degree ~~liabilities~~in ~~using~~Science, ~~the~~Technology, ~~Black-Scholes~~and ~~option~~Business ~~valuation~~from ~~model.~~Embry ~~The~~Riddle ~~derivative~~Aeronautical ~~liabilities~~University ~~are~~and ~~valued~~Edison atState ~~each~~College. ~~reporting~~Based ~~date~~on ~~and~~his financial background, the ~~change~~board inof ~~fair~~directors ~~value~~has isconcluded ~~reflected~~that asMr. ~~change~~Wolfson inis ~~fair~~qualified ~~value~~to ofserve ~~derivative~~as ~~liability~~director.

~~Contingencies~~Antoinette Knapp Hempstead was appointed as a director in February 2017. Prior to that, Ms. Hempstead served as our chief executive officer and president from April 2013 until March 2015 and as our deputy chief executive officer and vice president from August 2002 until March 2015. Currently, she is an IT Project Management Professional for Hexcel Corporation, an international carbon fiber manufacturing company. Ms. Hempstead has over 30 years’ experience in management, software management, software development, and finance. Ms. Hempstead has also served as adjunct faculty for University of Idaho where she taught Computer Science courses. Ms. Hempstead has a Master of Science degree in Computer Science from the University of Idaho and a Bachelor of Science degree in Applied Mathematics from the University of Idaho. Ms. Hempstead provides experience in software development and project management, as well as experience in financial statement preparation and regulatory reporting, to our board of directors. Based on her technical background, the board of directors has concluded that Ms. Hempstead is qualified to serve as a director.

InFamily the normal course of business, we are subject to contingencies, including legal proceedings and claims arising out of our business that relate to a wide range of matters, such as government investigations and tax matters. We recognize a liability for such contingency if we determine it is probable that a loss has occurred and a reasonable estimate of the loss can be made. We may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.Relationships

~~Recent~~There ~~Accounting~~are ~~Pronouncements~~no family relationships between any director and executive officer.

WeInvolvement ~~have~~in ~~reviewed~~Certain ~~all~~Legal recently issued, but not yet adopted, accounting standards 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, 2023.Proceedings

~~ITEM~~During ~~7A.~~the ~~QUANTITATIVE~~past ~~AND~~10 ~~QUALITATIVE~~years, ~~DISCLOSURES~~none ~~ABOUT~~of ~~MARKET~~our ~~RISK~~directors and executive officers has been involved in any of the events described in Item 401(f) of Regulation S-K.

~~Not~~Shareholder ~~applicable.~~Nominations to the Board

25Our ~~Table~~board of ~~Contents~~directors, acting as the nominating committee, will consider shareholder nominations to the board of directors.

~~ITEM~~Committees 8.of ~~FINANCIAL~~the ~~STATEMENTS AND SUPPLEMENTARY DATA~~Board

~~Our~~We ~~consolidated~~currently ~~financial~~do ~~statements~~not have nominating, ~~including~~compensation, ~~the~~or ~~Report~~audit ofcommittees ~~Independent~~or ~~Registered~~committees ~~Public~~performing ~~Accounting~~similar ~~Firm~~functions, onand ~~our~~we ~~consolidated~~do ~~financial~~not ~~statements~~have a written nominating, ~~are~~compensation, ~~included~~or ~~beginning~~audit oncommittee ~~page~~charter. ~~F-1~~Our board of directors believes that it is not necessary to have these committees, at this ~~report~~time, ~~which~~because ~~are~~the ~~incorporated~~directors ~~herein~~can byadequately ~~reference~~perform the functions of such committees.

~~ITEM~~Code 9.of ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Ethics

~~None~~We have adopted a code of ethics and business conduct that applies to our directors, advisory board members and officers (including our chief executive and financial officers). Our code of ethics is reasonably designed to deter wrongdoing and to promote: (1) honest and ethical conduct; (2) full and accurate disclosure in reports that we file with the SEC; (3) compliance with applicable governmental laws, rules and regulations; (4) the prompt internal reporting of violations of the code to our chief compliance officer; and (5) accountability for adherence to the code. Our code of ethics is filed as an exhibit to this annual report.

~~ITEM~~31 ~~9A.~~Table ~~CONTROLS~~of ~~AND PROCEDURES~~Contents

~~Evaluation~~Insider ofTrading ~~Disclosure~~Arrangements ~~Controls~~ and ~~Procedures~~Policies

We ~~maintain~~have ~~disclosure~~adopted ~~controls~~an ~~and~~insider ~~procedures~~trading ~~that~~policy ~~are designed to ensure~~ that ~~information~~governs ~~required~~the toability beof ~~disclosed~~our ~~by us~~directors, inofficers ~~the~~and ~~reports~~employees ~~that~~to wepurchase, ~~file~~sell or ~~submit~~dispose toof ~~the~~stock ~~SEC~~or ~~under~~other ~~the~~securities ~~Exchange~~of ~~Act, is recorded, processed, summarized, and reported within~~ the ~~periods~~Company. ~~specified~~Under by the ~~SEC’s rules and forms and that information is accumulated and communicated to our management~~policy, ~~including~~ our ~~principal~~board ~~executive~~members and ~~principal~~executive ~~financial~~officers ~~officer~~are ~~(whom~~only wepermitted ~~refer~~ to trade in ~~this periodic report as~~ our ~~Certifying~~stock ~~Officer),~~during asprescribed ~~appropriate~~“open towindow” ~~allow~~periods ~~timely~~and ~~decisions~~generally ~~regarding~~only ~~required~~after ~~disclosure.~~obtaining ~~Our~~pre-clearance ~~management is responsible~~ for ~~establishing~~the ~~and maintaining adequate internal control over financial reporting~~transaction. Our ~~management~~insider ~~evaluated,~~trading ~~with~~policy ~~the~~is ~~participation~~filed ~~of our Certifying Officer, the effectiveness of our disclosure controls and procedures (~~as ~~defined~~an inexhibit ~~Rule 13a-15(e) under the Exchange Act) as of December 31, 2023, pursuant~~ to ~~Rule~~this ~~13a-15(b)~~annual ~~under the Exchange Act~~report. ~~Based~~None ~~upon~~of ~~that evaluation,~~ our ~~Certifying~~directors ~~Officer~~or ~~concluded~~executive ~~that,~~officers astraded ~~of December 31, 2023,~~ our ~~disclosure~~shares controls and procedures were not effective to provide reasonable assurance because certain deficiencies involving internal controls constituted material weaknesses, as discussed below. The material weaknesses identified did not result in the restatement of any previously reported financial statements or ~~any other~~ related ~~financial disclosure~~securities, ~~and~~or ~~management~~entered ~~does~~into ~~not~~an ~~believe~~arrangement ~~that~~to ~~the~~trade ~~material weaknesses had any effect on the accuracy of~~ our ~~financial~~securities, ~~statements~~in ~~for~~fiscal ~~the current reporting period~~2024.

~~Limitations~~ITEM on11. ~~Effectiveness~~EXECUTIVE ~~of Controls~~COMPENSATION

AThe ~~system~~following oftable ~~controls,~~sets ~~however well designed and operated~~forth, ~~can~~for ~~provide~~the ~~only~~fiscal ~~reasonable,~~years ~~and~~ended ~~not~~December ~~absolute~~31, ~~assurance~~2024 ~~that~~and ~~the system will meet its objectives. The design of a control system is based~~2023, ~~in part, upon~~ the ~~benefits~~dollar ofvalue ~~the control system relative to its costs. Control systems can be circumvented by the individual acts~~ of ~~some~~all ~~persons,~~cash byand ~~collusion~~noncash ofcompensation ~~two~~earned ~~or more people, or~~ by ~~management~~Jeremy ~~override of the control~~P. ~~In addition~~Feakins, ~~over~~our ~~time,~~principal ~~controls~~executive ~~may become inadequate because of changes in conditions~~officer, or ~~the degree of compliance with the policies or procedures may deteriorate. Also~~PEO, ~~the~~and ~~design~~our ofonly ~~any~~executive ~~control~~officer ~~system is based~~ in ~~part~~2024 ~~upon~~and ~~assumptions about the likelihood of future events.~~ 2023:

Changes in Internal Control over Financial Reporting


										Non-Equity		Non-Qualified		All
										Incentive		Deferred		Other
	Year Ended	Salary(1)		Bonus		Stock Awards		Option Awards		Plan Compensation		Compensation Earnings		Compensation(2)		Total
Name and Principal Position	December 31,	$		$		$		$		$		$		$		$
Jeremy P. Feakins	2024		587,748		-		-		-		-		-		23,598		611,346
Principal Executive Officer
Principal Financial Officer	2023		568,422		-		-		-		-		-		25,991		594,413

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(1)	For the fiscal years ended December 31, 2024 and 2023, all of Mr. Feakins’ salary was accrued, but unpaid.
(2)	Represents health care premiums of $9,918 in 2024 and $12,311 in 2023, and an automobile allowance of $13,680 in both years.

26Narrative ~~Table~~Disclosure ofto ~~Contents~~Summary Compensation Table

~~Management~~On January 1, 2011, we entered into a five-year employment agreement with Mr. Feakins to serve as our chief executive officer. The employment agreement provides for successive one-year term renewals unless it is expressly cancelled by either party 100 days prior to the end of the term. Under the agreement, Mr. Feakins will receive an annual salary of $350,000, a car allowance of $12,000, and company-paid health insurance. The agreement also provides for bonuses equal to one times Mr. Feakins’s ~~Annual~~annual ~~Report~~salary onplus ~~Internal~~500,000 ~~Control~~shares ~~over~~of ~~Financial~~common ~~Reporting~~stock for each additional project that generates $25 million or more revenue to us. Mr. Feakins is entitled to receive severance pay in the lesser amount of three years’ salary or 100% of the remaining salary if the remaining term is less than three years. In addition to any severance pay, Mr. Feakins is entitled to an additional change in control payment equal to three times his annual salary if, in connection with a “change in control” (as defined in the agreement), Mr. Feakins terminates his employment with the Company or the Company terminates him. On June 3, 2019, we issued 1,000,000 shares of Series C Preferred Stock to Mr. Feakins, with a fair value of $69,277, to compensate him for his performance.

~~Our~~Effective ~~management~~June is9, ~~responsible~~2022, ~~for~~we ~~establishing~~entered ~~and~~into ~~maintaining~~a ~~adequate~~second ~~internal~~addendum ~~control~~to ~~over~~Mr. Feakins’ ~~financial~~employment ~~reporting~~contract. asAmong ~~defined~~other inprovisions, ~~Rule 13a-15(f) under~~ the ~~Exchange~~addendum ~~Act.~~extends ~~We have assessed~~ the ~~effectiveness~~employment ofagreement ~~those~~through ~~internal controls as of~~ December 31, ~~2023~~2025, ~~using~~and ~~the~~increases ~~Committee of Sponsoring Organizations of~~ the ~~Treadway~~annual ~~Commission~~salary ~~(“COSO”)~~to ~~Internal~~$454,738 ~~Control—Integrated~~from ~~Framework (2013) as a basis for our assessment~~$388,220.

~~Because~~Effective ofJanuary ~~inherent~~1, ~~limitations~~2023, ~~internal~~the ~~control~~board ~~over~~of ~~financial~~directors ~~reporting~~approved ~~may~~an ~~not~~increase ~~prevent~~in ~~or detect misstatements~~Mr. Feakins’ ~~Therefore,~~annual ~~even~~salary ~~those~~for ~~systems~~2023 ~~determined~~ to be$568,422 ~~effective~~from ~~can~~$454,738. ~~provide~~Pursuant ~~only~~to ~~reasonable~~the ~~assurance~~terms ~~respecting~~of ~~financial~~the ~~statement~~contract ~~preparation~~ and ~~presentation.~~board ~~Further, the design~~ of adirector ~~control~~approval, ~~system~~Mr. Feakins’ ~~must~~annual ~~reflect~~salary ~~the~~was ~~fact~~increased ~~that~~to ~~there~~$587,748 ~~are~~for ~~resource~~2024. ~~constraints,~~Mr. Feakins ~~and~~has ~~the~~agreed ~~benefits~~to ofdefer ~~controls~~payment ~~must~~to bepermit ~~considered~~the ~~relative~~Company to ~~their~~conserve ~~costs~~cash.

AOutstanding ~~material~~Equity ~~weakness~~Awards inat ~~internal~~Fiscal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or detected.Year-End

~~Based~~No onstock ~~our~~option ~~evaluation~~awards ofwere ~~internal~~outstanding ~~control over financial reporting, our management concluded that our internal control over financial reporting was not effective~~ as of December 31, ~~2023~~2024, for any executive officer.

As32 Table of ~~December 31, 2023, management identified the following material weaknesses:~~Contents

●Director ~~Control Environment - We did not maintain an effective control environment for internal control over financial reporting.~~Compensation

●For ~~Segregation~~the of2024, ~~Duties~~our non-employee Asdirectors aearned ~~result of limited resources and staff, we did not maintain proper segregation of incompatible duties. The effect of~~ the ~~lack of segregation of duties potentially affects multiple processes and procedures.~~following:

● Entity Level Controls - We failed to maintain certain entity-level controls as defined by the 2013 framework issued by COSO. Specifically, our lack of staff does not allow us to effectively maintain a sufficient number of adequately trained personnel necessary to anticipate and identify risks critical to financial reporting. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, due to lack of adequate staff with such expertise.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Antoinette Hempstead		40,000		-		-		-		-		-		40,000

Peter H. Wolfson		40,000		-		-		-		-		-		40,000

●All ~~Access~~2024 todirector ~~Cash~~fees -were ~~One~~accrued ~~executive~~but ~~had~~unpaid ~~the~~at ~~ability~~December to31, ~~transfer~~2024, ~~from~~and ~~our~~through ~~bank~~October ~~accounts~~24, 2025.

~~These~~ITEM ~~weaknesses are continuing~~12. ~~Management~~SECURITY ~~and~~OWNERSHIP ~~the~~OF ~~board~~CERTAIN ofBENEFICIAL ~~directors~~OWNERS ~~are~~AND ~~aware~~MANAGEMENT ofAND ~~these~~RELATED ~~weaknesses~~STOCKHOLDER that result because of limited resources and staff. Management has begun the process of formally documenting our key processes as a starting point for improved internal control over financial reporting. Efforts to fully implement the processes we have designed have been put on hold due to limited resources, but we anticipate a renewed focus on this effort in the future. Due to our limited financial and managerial resources, we cannot assure when we will be able to implement effective internal controls over financial reporting.MATTERS

~~This~~The ~~annual~~following ~~report~~table ~~does~~sets ~~not~~forth, ~~include~~as anof ~~attestation~~September ~~report~~30, of2025, ~~our~~the ~~registered~~name ~~public~~and ~~accounting~~shareholdings ~~firm~~of: ~~regarding~~each ~~internal~~person ~~control~~that ~~over~~owns ~~financial~~of ~~reporting.~~record, ~~Management’s~~or ~~report~~ was ~~not~~known ~~subject~~by us to ~~attestation~~own bybeneficially, 5% or more of the common stock currently outstanding; each of our ~~registered~~named ~~public~~executive ~~accounting~~officers ~~firm~~and ~~pursuant~~director; toand ~~temporary~~the ~~rules~~shareholdings of all executive officers and directors as a group. Unless indicated otherwise in the ~~SEC~~footnotes, ~~that~~each ~~permit~~person usnamed below has, to ~~provide~~the ~~only~~best ~~management’s~~of ~~report~~our inknowledge, ~~this~~sole ~~annual~~voting ~~report.~~and investment power with respect to all shares of common stock shown as beneficially owned by each person:

ITEM 9B. OTHER INFORMATION

					Common
					Stock
			Voting		Underlying
	Common		Preferred		Convertible				Percent of
Name and Address of Beneficial Owner(1)	Stock		Stock⁽³⁾⁽⁴⁾		Securities		Total		Class⁽²⁾
Directors and Named Executive Officers:
Jeremy Feakins ⁽⁴⁾		7,253,374		102,200,000		10,919,075		120,372,449		39.7	%
Antoinette Hempstead ⁽⁵⁾		114,925		-		1,000,000		1,114,925	*
Peter H. Wolfson ⁽⁶⁾		1,396,442		-		2,903,179		4,299,621		2.2	%
All directors and executive officers as a group (3 persons)		8,764,741		102,200,000		14,822,254		125,786,995		41.0	%

5% Shareholders
Michael D. Stauch ⁽⁷⁾		-		40,800,000		4,250,000		45,050,000		19.2	%
Paula Vitz ⁽⁸⁾		1,144,749		13,400,000		812,500		15,357,249		7.5	%
Joseph Layman ⁽⁹⁾		1,987,128		8,000,000		1,875,000		11,862,128		5.9	%
Gil Lyons ⁽¹⁰⁾		1,000,000		11,200,000		-		12,200,000		6.1	%

~~None.~~* Less than 1%

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

(1)	3675 Market Street, Suite 200, Philadelphia PA 19104, is the address for all stockholders in the table.

(2)	Based on 190,012,124 shares of common stock issued and outstanding as of September 30, 2025.

(3)	Each share of Series D Preferred stock is convertible into 200,000 shares of common stock. Each share of Series D Preferred Stock votes with common stock on an as-if converted basis

(4)	Includes 6,888,943 shares of common stock owned of record by Jeremy P. Feakins and 364,431 shares of common stock owned of record by JPF Venture Group, Inc., which is an investment entity that is majority-owned and controlled by Mr. Feakins and, as such, is deemed to be beneficially owned by him. Also includes 5,000,000 shares of our common stock issuable upon conversion of preferred stock within 60 days from September 30, 2025, and 5,919,075 shares of our common stock issuable upon conversion of notes within 60 days from September 30, 2025. Also includes 511 shares of Series D Preferred Stock, which is convertible into 102,200,000 shares of common stock (but not within 60 days of September 30, 2025) and votes with common stock on an as-if converted basis.

~~None~~33 Table of Contents

27 Table of Contents

(5)	Includes 226 shares of common stock owned of record by Antoinette Hempstead and 114,699 shares of common stock owned of record by A.R. Hempstead Revocable Trust, which is owned and controlled by Ms. Hempstead and, as such, is deemed to be beneficially owned by her. Also includes 1,000,000 shares of our common stock issuable upon conversion of preferred stock within 60 days from September 30, 2025.

(6)	Includes 1,000,000 shares of our common stock issuable upon conversion of preferred stock within 60 days from September 30, 2025, and 1,903,179 shares of our common stock issuable upon conversion of notes within 60 days from September 30, 2025.

(7)	Includes 4,250,000 shares of our common stock issuable upon conversion of notes within 60 days from September 30, 2025. Also includes 204 shares of Series D Preferred Stock, which is convertible into 40,800,000 shares of common stock (but not within 60 days of September 30, 2025) and votes with common stock on an as-if converted basis.

(8)	Includes 312,500 shares of our common stock issuable upon conversion of preferred stock within 60 days from September 30, 2025, and 500,000 shares of our common stock issuable upon conversion of notes within 60 days from September 30, 2025. Also includes 67 shares of Series D Preferred Stock, which is convertible into 13,400,000 shares of common stock (but not within 60 days of September 30, 2025) and votes with common stock on an as-if converted basis.

(9)	Includes 625,000 shares of our common stock issuable upon conversion of preferred stock within 60 days from September 30, 2025, and 1,250,000 shares of our common stock issuable upon conversion of notes within 60 days from September 30, 2025. Also includes 40 shares of Series D Preferred Stock, which is convertible into 8,000,000 shares of common stock (but not within 60 days of September 30, 2025) and votes with common stock on an as-if converted basis.
(10)	Includes 56 shares of Series D Preferred Stock, which is convertible into 11,200,000 shares of common stock (but not within 60 days of September 30, 2025) and votes with common stock on an as-if converted basis.

~~PART~~ITEM ~~III~~13. CERTAIN RELATIONSHIPS AND RELATED PERSONS, AND DIRECTOR INDEPENDENCE

~~ITEM~~Related-Party ~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~Transactions

~~The~~Through ~~following~~May ~~table~~31, ~~sets~~2023, ~~forth~~we ~~the~~incurred ~~names,~~monthly ~~ages~~rent of $10,000 ~~and~~to ~~positions~~a ofcompany controlled by our chief executive ~~officers~~officer under an operating lease agreement. The lease was for a one-year term and, ~~directors~~unless aseither party gave to the other written notice of termination, the term would renew for a further period of one year, and so on from year to year until terminated by either party. The lease was terminated on May 31, 2023. For the year ended December 31, 2023:, rent expense pursuant to this lease was $50,000. At December 31, 2024 and 2023, we had a payable to the entity of $0 and $10,000, respectively.

Name	Age	Position
Jeremy P. Feakins	70	Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Secretary/Treasurer
Peter H. Wolfson	59	Director
Antoinette K. Hempstead	59	Director

In May 2023, we entered into a month-to-month agreement with a company controlled by our chief executive officer for shared use of an office and facilities in Lancaster, Pennsylvania. For the years ended December 31, 2024 and 2023, rent expense was $15,200 and $8,000, respectively.

~~Jeremy~~For P.the ~~Feakins~~years ~~has~~ended ~~served~~December ~~as chairman of our board and our chief executive officer~~31, ~~chief~~2024 ~~financial officer,~~ and ~~secretary/treasurer since March 2015. Mr. Feakins has over 40 years of experience as an entrepreneur and investor~~2023, ~~having~~we ~~founded~~recorded ~~two~~charges ~~technology-based~~incurred ~~companies.~~to ~~Between~~a ~~1990~~company ~~and~~controlled ~~2006,~~by ~~Mr.~~our ~~Feakins was the chairman and~~ chief executive officer offor ~~Medical~~reimbursement ~~Technology & Innovations, Inc. (MTI), a developer and manufacturer~~ of aaccounting ~~microprocessor-based, vision-screening device~~ and ~~other~~administrative ~~medical~~services ~~devices~~provided ~~located in Lancaster, PA. In 1996, he managed the public listing of MTI on the over-the-counter markets and subsequently structured the sale of the rights~~ to ~~MTI’s~~us ~~vision-screening~~by ~~product~~an toemployee ~~a major international eyewear company. Between 1998 and 2006, he was a managing member~~ of ~~Growth~~that ~~Capital Resources LLC, a venture capital~~ company ~~located in Lancaster, PA, where he successfully managed the public listings for four small companies on the over-the-counter market~~. ~~Between~~For ~~2005 and 2008, he served as executive vice chairman and member of~~ the ~~board~~years ofended ~~directors~~December ~~of Caspian International Oil Corporation (OTC: COIC)~~31, an2024 ~~oil exploration~~ and ~~services company located in Houston~~2023, TXwe ~~and~~recorded ~~Almaty,~~expense ~~KZ, where he managed its public listing. Since 2008, Mr. Feakins has been the chairman and managing partner~~ of ~~the JPF Venture Fund 1~~$135,378 ~~LP, a venture capital company located in Lancaster, PA, focused on companies involved with humanitarian~~ and~~/or~~ ~~sustainability projects. Since 2014~~$119, ~~Mr. Feakins has been chairman and chief executive officer of JPF Venture Group~~508, ~~Inc.~~respectively, ~~which provides strategic and operational business assistance~~ to ~~start-up,~~this ~~early-stage, and middle-market high-growth businesses and is a principal stockholder of our stock~~company. ~~Mr.~~At ~~Feakins~~December ~~graduated from the Defence College of Logistics and Personnel Administration~~31, ~~Shrivenham,~~2024 ~~UK,~~ and ~~served~~2023 ~~seven~~we ~~years~~had ~~in the British Royal Navy. He is~~ a ~~member~~payable ofto the ~~Institute~~entity of ~~Directors~~$24,200 ~~in the United Kingdom~~ and ~~the British American Business Council in the United States. Based on his background in the technology industry and his financial and management background~~$16,493, ~~the board of directors has concluded that Mr~~respectively. ~~Feakins is qualified to serve as a director.~~

~~Peter~~From ~~Wolfson~~time ~~has~~to ~~served as one of our directors since March 2015. Mr. Wolfson is a qualified commercial pilot and has been actively flying with Delta Airlines~~time, we aenter ~~major~~into ~~U.S.-owned~~loans ~~international airline company, since 1996. In addition, Mr. Wolfson is the founder~~ and ~~currently~~notes ~~involved~~payable as president, and chief executive officer of Hans Construction, a developer and builder of upscale homes located in Lancaster, PA, organized in 2005. He also has 10 years’ experience as a financial consultant with arelated ~~subsidiary of Mass Mutual, developing financial strategies and tax planning~~parties. HeRefer ~~holds~~to aNote ~~Bachelor~~4 offor ~~Science~~details ~~degree~~on innotes ~~Science,~~payable ~~Technology,~~ and ~~Business~~convertible ~~from~~notes ~~Embry~~payable ~~Riddle Aeronautical University and Edison State College. Based on his financial background, the board of directors has concluded that Mr. Wolfson is qualified~~ to ~~serve~~related ~~as director~~parties.

~~Antoinette~~Accrued ~~Knapp~~interest ~~Hempstead~~on ~~was~~related-party ~~appointed~~notes aswas ~~a director in February 2017. Prior to that~~$1,142,539 ~~Ms. Hempstead served as our chief executive officer~~ and ~~president from April 2013 until March 2015 and as our deputy chief executive officer and vice president from August 2002 until March 2015. Currently~~$920,439 ~~she~~at December ~~is an IT Project Management Professional for Hexcel Corporation~~31, an2024 ~~international carbon fiber manufacturing company. Ms. Hempstead has over 30 years’ experience in management, software management, software development,~~ and finance. Ms. Hempstead has also served as adjunct faculty for University of Idaho where she taught Computer Science courses. Ms. Hempstead has a Master of Science degree in Computer Science from the University of Idaho and a Bachelor of Science degree in Applied Mathematics from the University of Idaho. Ms. Hempstead provides experience in software development and project management2023, ~~as well as experience in financial statement preparation and regulatory reporting, to our board of directors~~respectively. ~~Based on her technical background, the board of directors has concluded that Ms. Hempstead is qualified to serve as a director.~~

~~Family~~34 ~~Relationships~~Table of Contents

~~There~~During ~~are~~the noyear ~~family~~ended ~~relationships~~December ~~between~~31, ~~any~~2023, ~~director~~we ~~and~~issued 500 shares of Series D Preferred Stock to Jeremy P. Feakins & Associates, LLC, an investment entity owned by our chief executive officer Jeremy Feakins upon conversion of $35,303 of notes and $964,697 of related accrued interest.

~~Involvement~~During the year ended December 31, 2024, we repaid $1,080 in ~~Certain~~net ~~Legal~~working ~~Proceedings~~capital advances from OZFund, Inc., a company controlled by Mr. Feakins. During the year ended December 31, 2023, we received $5,000 in net working capital advances from Epaphus Global Energy LLC, a company controlled by Mr. Feakins, and repaid $1,292 in net working capital advances from OZFund .

During ~~the~~2022, ~~past~~an 10aggregate ~~years~~of 847,262 ~~none~~shares of common stock were borrowed from our chief ~~directors~~executive officer to enable conversions of $15,000 of notes and ~~executive~~$1,946 ~~officers~~of ~~has~~related ~~been~~accrued ~~involved~~interest. We have accrued a liability for the shares to be reissued to our chief executive officer in ~~any~~the amount of $11,014, the ~~events~~fair ~~described~~value inof ~~Item~~the ~~401(f)~~shares on the date of ~~Regulation~~conversion. ~~S-K~~The replacement shares have not been issued at December 31, 2024.

~~Shareholder~~Director ~~Nominations to the Board~~Independence

Peter Wolfson and Antoinette Hempstead are independent directors under Nasdaq Rule 5605. In determining his independence, we considered unpaid loans that Mr. Wolfson has made to the Company and concluded that they do not impact his independence. Our code of ethics requires board approval of any transaction between the Company and our directors or officers that presents a conflict of interest. Our board’s policy is that any transaction with a director, ~~acting~~officer asor other party related to the ~~nominating~~Company ~~committee~~must be reviewed and approved by our board members who are not interested in the transaction. Although our board does not have a formal written policy governing the procedure and standard of review, our board will ~~consider~~only ~~shareholder~~approve ~~nominations~~a torelated party transaction if the board believes that the transaction is in the best interest of ~~directors~~the Company and its shareholders.

~~Committees~~ITEM of14. ~~the~~PRINCIPAL ~~Board~~ACCOUNTANT FEES AND SERVICES

WePrincipal ~~currently~~Accountant doFees ~~not have nominating, compensation, or audit committees or committees performing similar functions,~~ and we do not have a written nominating, compensation, or audit committee charter. Our board of directors believes that it is not necessary to have these committees, at this time, because the directors can adequately perform the functions of such committees.Services

~~Code~~The offollowing ~~Ethics~~table summarizes the approximate aggregate fees billed to us or expected to be billed to us by Victor Mokuolu, CPA PLLC our independent registered public accounting firm for our 2024 and 2023 fiscal years, and to BF Borgers CPA PC for 2023:

We have adopted a code of ethics that applies to all employees, including our executive officers, a copy of which is included as an exhibit to this report.

	Year Ended December 31,
	2024		2023
Audit Fees (1)	$	97,500	$	117,000
Tax fees		-		-
Total Fees	$	97,500	$	117,000

~~28 Table of Contents~~_______________

~~ITEM~~(1) ~~11.~~Includes ~~EXECUTIVE~~fees ~~COMPENSATION~~for: (i) audits of our consolidated financial statements for the fiscal years ended December 31, 2024 and 2023; (ii) review of our interim period financial statements for fiscal years 2024 and 2023; and (iii) fees related to services normally provided by the accountant in connection with statutory and regulatory filings or engagements.

~~The~~Audit ~~following table sets forth, for the fiscal years ended December 31, 2023~~ and ~~2022,~~Non-Audit ~~the~~Service ~~dollar~~Preapproval ~~value of all cash and noncash compensation earned by any person that was our principal executive officer, or PEO, during the preceding fiscal year:~~Policy

										Non-Equity		Non-Qualified
										Incentive		Deferred		All
	Year					Stock		Option		Plan		Compensation		Other
	Ended	Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Name and Principal Position	December 31,		$		$		$		$		$		$		$		$
Jeremy P. Feakins	2023		568,422		-		-		-		-		-		-		568,422
Principal Executive Officer
Principal Financial Officer	2022		427,022		-		-		-		-		-		-		427,022

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, our board of directors has adopted an informal approval policy that it believes will result in an effective and efficient procedure to preapprove services performed by the independent registered public accounting firm. All services provided by our auditors to the Company in 2024 and 2023 were approved in advance by our board of directors.

(1)	For the fiscal year ended December 31, 2023, $568,422 of Mr. Feakins’ was accrued, but unpaid.
(2)	For the fiscal year ended December 31, 2022, $427,022 of Mr. Feakins’ was accrued, but unpaid.

Table of Contents

~~Narrative~~Audit ~~Disclosure~~Services. Audit services include the annual financial statement audit (including quarterly reviews) and other procedures required to ~~Summary~~be ~~Compensation~~performed ~~Table~~by the independent registered public accounting firm to be able to form an opinion on our consolidated financial statements. The board of directors preapproves specified annual audit services engagement terms and fees and other specified audit fees. All other audit services must be specifically preapproved by the board of directors. The board of directors monitors the audit services engagement and may approve, if necessary, any changes in terms, conditions, and fees resulting from changes in audit scope or other items.

~~On January 1, 2011, we entered into a five~~Audit-~~year~~Related ~~employment agreement with an individual to serve as our chief executive officer~~Services. ~~The employment agreement provides for successive one~~Audit-~~year~~related ~~term~~services ~~renewals~~are ~~unless~~assurance itand isrelated ~~expressly~~services ~~cancelled~~that byare ~~either~~reasonably ~~party~~related ~~100 days prior~~ to the ~~end~~performance of the ~~term.~~audit ~~Under~~or ~~the~~review ~~agreement, the chief executive officer will receive an annual salary~~ of ~~$350,000,~~our aconsolidated ~~car~~financial ~~allowance of $12~~statements,~~000,~~ ~~and~~which ~~company-paid~~historically ~~health~~have ~~insurance.~~been ~~The~~provided ~~agreement also provides for bonuses equal~~ to ~~one~~us ~~times~~by ~~annual~~the ~~salary~~independent ~~plus~~registered ~~500,000~~public ~~shares~~accounting offirm ~~common~~and ~~stock~~are ~~for~~consistent ~~each~~with ~~additional~~the ~~project~~SEC’s ~~that~~rules ~~generates~~on ~~$25~~auditor ~~million or more revenue to us~~independence. The ~~chief~~board ~~executive officer is entitled to receive severance pay in the lesser amount~~ of ~~three~~directors ~~years’~~has ~~salary~~approved orspecified ~~100%~~audit-related ofservices ~~the~~within ~~remaining~~preapproved ~~salary~~fee ~~if the remaining term is less than three years~~levels. OnAll ~~June~~other 3,audit-related ~~2019,~~services wemust ~~issued~~be ~~1,000,000~~preapproved ~~shares~~by ~~of Series C Preferred Stock to~~ the ~~chief~~board ~~executive officer, with a fair value~~ of ~~$69,277, to compensate him for his performance~~directors.

OnTax ~~June~~Services. ~~29,~~The ~~2017, the~~ board of directors ~~approved~~preapproves ~~extending~~specified ~~the~~tax ~~employment~~services ~~agreement~~that ~~for~~it ~~the~~believes ~~chief~~would ~~executive~~not ~~officer~~impair ~~for~~the anindependence ~~additional~~of ~~five~~the ~~years.~~independent ~~The~~registered ~~salary~~public accounting firm and ~~other~~that ~~compensation~~are ~~will~~consistent bewith ~~increased~~SEC’s torules ~~account~~and ~~for~~guidance. ~~inflation~~The ~~since~~board ~~the~~of ~~original~~directors ~~employment~~must ~~agreement~~specifically ~~was~~approve ~~executed~~all other tax services.

~~Effective~~All ~~June~~Other 9,Services. ~~2022,~~Other weservices ~~entered~~are ~~into~~services aprovided ~~second~~by ~~addendum~~the toindependent registered public accounting firm that do not fall within the ~~employment~~established ~~contract~~audit, audit-related, and tax services categories. ~~Among~~The ~~other~~board ~~provisions,~~of ~~the~~directors ~~addendum~~preapproves ~~extends~~specified ~~the~~other ~~employment~~services ~~agreement~~that ~~through~~do ~~December~~not ~~31,~~fall ~~2025,~~within ~~and~~any ~~increases~~of the ~~annual~~specified ~~salary~~prohibited tocategories ~~$454,738~~of ~~from $388,220~~services.

~~Effective~~Procedures. ~~January~~All 1proposals for services to be provided by the independent registered public accounting firm, ~~2023~~which must include a detailed description of the services to be rendered and the amount of corresponding fees, are submitted to the chairman of the board of directors ~~approved~~and the chief financial officer. The chief financial officer authorizes services that have been preapproved by the board of directors. The chief financial officer submits requests or applications to provide services that have not been preapproved by the board of directors, which must include an ~~increase~~affirmation inby the chief ~~executive~~financial officer and the independent registered public accounting firm that the request or application is consistent with the SEC’s ~~annual~~rules ~~salary~~on ~~for~~auditor ~~2023~~independence, to ~~$568,422~~the ~~from~~board ~~$454,738~~of directors (or its chair or any of its other members pursuant to delegated authority) for approval.

~~Outstanding~~36 ~~Equity~~Table ~~Awards~~of ~~at Fiscal Year-End~~Contents

NoPART ~~stock option awards were exercisable or unexercisable as of December 31, 2023, for any executive officer.~~IV

~~Director~~ITEM ~~Compensation~~15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

~~For~~(a) ~~the~~The ~~year~~following ~~2023,~~financial ~~non-employee~~statements ~~directors~~are ~~earned~~filed ~~the~~as ~~following~~part of this report:

Name

Fees Earnedor Paid inCash($)

Stock Awards($)

Option Awards($)

Non-Equity Incentive PlanCompensation($)

Non-Qualified DeferredCompensationEarnings($)

All Other Compensation($)

Total ($)

Page

Antoinette Hempstead

40,000

Audited Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023:

Peter H. Wolfson

40,000

Report of Victor Mokuolu, CPA PLLC, Independent Registered Public Accounting Firm (PCAOB ID# 6771)

F-2

Consolidated Balance Sheets as of December 31, 2024 and 2023

F-4

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

F-5

Consolidated Statements of Changes in Stockholders’ Deficiency Years Ended December 31, 2024 and 2023

F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

F-7

Notes to the Consolidated Financial Statements

F-8

~~All~~37 ~~2023~~Table ~~director~~of ~~fees were accrued but unpaid at December 31, 2023, and through March 15, 2024.~~Contents

29(b) ~~Table~~The following exhibits are filed as part of ~~Contents~~this report:

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Exhibit Number*	Title of Document	Location

Item 3	Articles of Incorporation and Bylaws
3.01	Articles of Incorporation of TetriDyn Solutions, Inc., dated May 15, 2006	Incorporated by reference from the Current Report on Form 8-K filed June 7, 2006
3.02	Bylaws	Incorporated by reference from the Current Report on Form 8-K filed June 7, 2006
3.03	Designation of Rights, Privileges, and Preferences of Series A Preferred Stock	Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2009, filed March 31, 2010
3.04	Certificate of Change Pursuant to NRS 78.209 of TetriDyn Solutions, Inc., filed with the Nevada Secretary of State on December 6, 2016	Incorporated by reference from the Current Report on Form 8-K filed December 12, 2016
3.05	Certificate of Correction of TetriDyn Solutions, Inc., filed with the Nevada Secretary of State on December 15, 2016	Incorporated by reference from the Current Report on Form 8-K filed December 12, 2016
3.06	Certificate of Amendment to Articles of Incorporation dated May 8, 2018	Incorporated by reference from the Current Report on Form 8-K filed May 12, 2018
3.07	Certificate of Designation filed with the Nevada Secretary of State on June 6, 2019	Incorporated by reference from the Quarterly Report for the quarter ended June 30, 2019, filed August 13, 2019
3.08	Certificate of Amendment to Designation (Series D Convertible Preferred Stock) filed June 12, 2023	Incorporated by reference from the Current Report on Form 8-K filed June 15, 2023
Item 4	Instruments Defining the Rights of Security Holders, including indentures
4.01	Specimen Stock Certificate	Incorporated by reference from the Registration Statement on Form S-8 filed August 25, 2018
Item 10	Material Contracts
10.07	Loan Agreement between TetriDyn Solutions, Inc., and Southeast Idaho Council of Governments, Inc., together with related promissory notes, dated December 23, 2009	Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2009, filed March 31, 2010
10.18	Consolidated Promissory Note for $394,350 dated December 31, 2014	Incorporated by reference from the Current Report on Form 8-K filed June 8, 2015
10.25	Promissory Note dated February 25, 2016	Incorporated by reference from the Current Report on Form 8-K filed March 1, 2016
10.26	Promissory Note dated November 23, 2015	Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2015, filed March 30, 2016
10.29	Promissory Note dated October 20, 2016	Incorporated by reference from the Current Report on Form 8-K filed October 20, 2016
10.30	Promissory Note dated May 20, 2016	Incorporated by reference from the Current Report on Form 8-K filed May 24, 2016

~~The~~38 ~~following~~Table ~~table sets forth, as~~ of March 15, 2024, the name and shareholdings of each person that owns of record, or was known by us to own beneficially, 5% or more of the common stock currently outstanding; the name and shareholdings of each named executive officer and each director; and the shareholdings of all executive officers and directors as a group. Unless indicated otherwise in the footnotes, each person named below has, to the best of our knowledge, sole voting and investment power with respect to all shares of common stock shown as beneficially owned by each person:Contents

						Common
10.31	Amendment to Convertible Promissory Notes dated February 24, 2018		Incorporated by reference from the Current Report on Form 8-K filed March 2, 2018
						Stock
10.32	Agreement and Plan of Merger between TetriDyn Solutions, Inc. and Ocean Thermal Energy Corporation dated March 1, 2018		Incorporated by reference from the Current Report on Form 8-K filed March 10, 2018
				Voting		Underlying
10.36	Note and Warrant Purchase Agreement dated December 28, 2018		Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018
	Common			Preferred		Convertible				Percent of
10.37	Form of Unsecured Promissory Note		Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018
Name and Address of Beneficial Owner(1)	Stock			Stock(3)(4)		Securities		Total		Class(2)
10.38	Form of Unsecured Common Stock Purchase Warrant		Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018
Principal Stockholders:
10.42	Securities Purchase Agreement dated February 16, 2018, between Ocean Thermal Energy Corporation and L2 Capital, LLC		Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
Jeremy Feakins (4)		7,816,985			102,200,000		10,669,075		120,686,060		40.6	%
10.43	Senior Secured Promissory Note dated February 16, 2018, issued to L2 Capital, LLC		Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
Directors and Named Executive Officers:
10.44	Security Agreement dated February 16, 2018, between Ocean Thermal Energy Corporation and L2 Capital, LLC		Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
Jeremy Feakins (4)		7,816,985			102,200,000		10,669,075		120,686,060		40.6	%
10.45	Common Stock Purchase Warrant dated February 16, 2018, issued to L2 Capital, LLC		Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
Antoinette Hempstead (5)		114,925			-		1,000,000		1,114,925	*
10.46	Common Stock Purchase Warrant dated February 16, 2018, issued to Craft Capital Management, LLC		Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
Peter H. Wolfson (6)		1,396,442			-		2,903,179		4,299,621		2.3	%
10.47	Lease Agreement between Ocean Thermal Energy Corporation and Queen Street Development Partners 1, LP, as amended		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
All directors and executive officers as a group (3 persons)		9,328,352			102,200,000		14,572,254		126,100,606		41.9	%
10.48	Employment Agreement with Jeremy P. Feakins dated January 1, 2011**		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
5% Shareholders
10.49	Loan Agreement, Promissory Note, and Warrant to Purchase up to 3,295,761 Shares of Common Stock between Ocean Thermal Energy Corporation and DCO Energy, LLC, dated February 10, 2012, including Forbearance and Loan Extension Agreement dated April 1, 2016		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
Michael D. Stauch (7)		-			30,000,000		4,250,000		34,250,000		15.7	%
10.50	Form of Loan Agreement, Promissory Note (Series B), Security Agreement, and Warrant (with related schedule) [2013]		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
Paula Vitz (8)		1,144,749			13,400,000		812,500		15,357,249		7.7	%
10.51	Promissory Note for $290,000 payable to Theodore Herman dated December 31, 2013		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
Joseph Layman (9)		1,987,128			7,600,000		1,875,000		11,462,128		5.9	%
10.52	Loan Agreement, Promissory Note, and Warrant to Purchase up to 12,912,500 Shares of Common Stock between Ocean Thermal Energy Corporation and Jeremy P. Feakins & Associates, LLC, dated April 1, 2014, including Forbearance and Loan Extension Agreement (Revised and Reformed) dated April 1, 2016		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.53	Loan Agreement, Promissory Note, and Warrant to Purchase up to 200,000 Shares of Common Stock between Ocean Thermal Energy Corporation and Mart Inn, Inc., dated December 22, 2014		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019

*39 ~~Less~~Table ~~than~~of 1% Contents

(1)	3675 Market Street, Suite 200, Philadelphia PA 19104, is the address for all stockholders in the table.
10.54		Loan Agreement, Promissory Note, and Warrant to Purchase up to 100,000 Shares of Common Stock between Ocean Thermal Energy Corporation and James G. Garner, Jr., dated December 26, 2014	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
(2)	Based on 184,370,469 shares of common stock issued and outstanding as of March 15, 2024.
10.55		Promissory Note dated April 17, 2015, with extensions	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
(3)	Each share of Series D Preferred stock is convertible into 200,000 shares of common stock. Each share of Series D Preferred Stock votes with common stock on an as-if converted basis
10.56		Promissory Note dated October 20, 2016, to Peter Wolfson	Incorporated by reference from the Current Report on Form 8-K filed October 20, 2016.
(4)	Includes 7,452,554 shares of common stock owned of record by Jeremy P. Feakins and 364,431 shares of common stock owned of record by JPF Venture Group, Inc., which is an investment entity that is majority-owned and controlled by Mr. Feakins and, as such, is deemed to be beneficially owned by him. Also includes 5,000,000 shares of our common stock issuable upon conversion of preferred stock within 60 days from March 15, 2024, and 5,669,075 shares of our common stock issuable upon conversion of notes within 60 days from March 15, 2024. Also includes 511 shares of Series D Preferred Stock, which is convertible into 102,200,000 shares of common stock (but not within 60 days of March 15, 2024) and votes with common stock on an as-if converted basis.
10.57		Promissory Note dated December 21, 2016, to JPF Venture Group	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
(5)	Includes 226 shares of common stock owned of record by Antoinette Hempstead and 114,699 shares of common stock owned of record by A.R. Hempstead Revocable Trust, which is owned and controlled by Ms. Hempstead and, as such, is deemed to be beneficially owned by her. Also includes 1,000,000 shares of our common stock issuable upon conversion of preferred stock within 60 days from March 15, 2024.
10.58		Promissory Note dated March 9, 2018, to Jeremy P. Feakins & Associates, LLC	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
(6)	Includes 1,000,000 shares of our common stock issuable upon conversion of preferred stock within 60 days from March 15, 2024, and 1,903,179 shares of our common stock issuable upon conversion of notes within 60 days from March 15, 2024.
10.59		Loan Agreement and Promissory Note with JPF Venture Group, Inc., dated November 6, 2018	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
(7)	Includes 4,250,000 shares of our common stock issuable upon conversion of notes within 60 days from March 15, 2024. Also includes 150 shares of Series D Preferred Stock, which is convertible into 30,000,000 shares of common stock (but not within 60 days of March 15, 2024) and votes with common stock on an as-if converted basis.
10.60		Form of Bridge Loan, Warrant, and Promissory Note for December 2018, together with schedule of investors	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019.
(8)	Includes 312,500 shares of our common stock issuable upon conversion of preferred stock within 60 days from March 15, 2024, and 500,000 shares of our common stock issuable upon conversion of notes within 60 days from March 15, 2024. Also includes 67 shares of Series D Preferred Stock, which is convertible into 13,400,000 shares of common stock (but not within 60 days of March 15, 2024) and votes with common stock on an as-if converted basis.
10.61		Replacement Convertible Promissory Note to L2 Capital, LLC, dated December 14, 2018	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
(9)	Includes 625,000 shares of our common stock issuable upon conversion of preferred stock within 60 days from March 15, 2024, and 1,250,000 shares of our common stock issuable upon conversion of notes within 60 days from March 15, 2024. Also includes 38 shares of Series D Preferred Stock, which is convertible into 7,600,000 shares of common stock (but not within 60 days of March 15, 2024) and votes with common stock on an as-if converted basis.
10.62		Form of Loan Agreement made January 2, 2019, between Ocean Thermal Energy Corporation and the lenders identified on the scheduled attached thereto	Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020
10.63		Form of Convertible Loan Agreement with a maturity date of October 31, 2021, between Ocean Thermal Energy Corporation and the lenders identified on the scheduled attached thereto	Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020
10.64		Form of Convertible Loan Agreement with a maturity date of December 31, 2022, between Ocean Thermal Energy Corporation and the lenders identified on the scheduled attached thereto	Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020
10.65		Stock Purchase Agreement between Ocean Thermal Energy Corporation and Epaphus Global Energy, LLC, dated August 23, 2022, and executed August 25, 2022	Incorporated by reference from the Current Report on Form 8-K filed August 29, 2022.
10.66		Addendum to Chief Executive Officer Employment Agreement Effective June 9, 2022	Incorporated by reference from the Quarterly Report for the quarter ended September 30, 2022, filed November 8, 2022
10.67		Philadelphia lease agreement	This filing
10.68		Grant Street, Lancaster PA lease agreement	This filing

3040 Table of Contents

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PERSONS, AND DIRECTOR INDEPENDENCE

10.69	Professional Services Agreement with Johnson Controls Government Services, LLC, executed January 7, 2025, effective as of December 17, 2024	Incorporated by reference from the Current Report on Form 8-K filed January 14, 2025.

Item 14	Code of Ethics
14.01	Ocean Thermal Energy Corporation Code of Ethics and Business Conduct	This filing
Item 19	Insider Trading Policies and Procedures
19.01	Ocean Thermal Energy Corporation Insider Trading Policy	This filing
Item 21	Subsidiaries of the Registrant
21.01	Schedule of Subsidiaries	Incorporated by reference from Post-Effective Amendment No. 1/A to the Registration Statement on Form S-1 (Amendment No. 1) filed January 10, 2019
Item 31	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14	This filing
Item 32	Section 1350 Certifications
32.01	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing
Item 101	Interactive Data Files***
101.INS	XBRL Instance Document	This filing
101.SCH	XBRL Taxonomy Extension Schema	This filing
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	This filing
101.DEF	XBRL Taxonomy Extension Definition Linkbase	This filing
101.LAB	XBRL Taxonomy Extension Label Linkbase	This filing
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	This filing

~~Related-Party~~___________________________ ~~Transactions~~

Through May 31, 2023, we incurred monthly rent of $10,000 to a company controlled by our chief executive officer under an operating lease agreement. The lease was for a one-year term and, unless either party gave written notice of termination to the other, the term would renew for a further period of one year, and so on from year to year until terminated by either party. The lease was terminated on May 31, 2023. For the years ended December 31, 2023 and 2022, rent expense pursuant to this lease was $50,000 and $120,000, respectively. At December 31, 2023 and 2022, we had a payable to the entity of $10,000 and $70,000, respectively.

*	All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.
**	Identifies each management contract or compensatory plan or arrangement required to be filed as an exhibit, as required by Item 15(a)(3) of Form 10-K.
***	The XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as will be expressly set forth by specific reference in such filing or document.

In41 ~~May~~Table ~~2023, we entered into a month-to-month agreement with a company controlled by our chief executive officer for shared use~~ of ~~an office and facilities at $1,000 per month. For the year ended December 31, 2023, rent expense was $8,000.~~Contents

For the years ended December 31, 2023 and 2022, we recorded charges incurred to a company controlled by our chief executive officer for reimbursement of accounting and administrative services provided to us by an employee of that company. For the years ended December 31, 2023 and 2022, we recorded expense of $119,508 and $114,814, respectively, to this company. At December 31, 2023 and 2022, we had a payable to the entity of $16,493 and $74,070, respectively.SIGNATURES

OnPursuant ~~October 20, 2016, we borrowed $12,500 from an independent director pursuant~~ to athe ~~promissory~~requirements ~~note. The terms~~ of ~~the~~Section ~~note~~13 ~~are~~or ~~as follows:~~ 15(id) ~~interest~~ isof ~~payable at 6% per annum; (ii)~~ the ~~note~~Securities isExchange ~~payable~~Act ~~90 days after demand; and (iii) the payee is authorized to convert part or all~~ of ~~the note balance and accrued interest~~1934, ~~if any, into shares of our common stock at~~ the ~~rate~~registrant ofhas ~~one~~duly ~~share~~caused ~~for~~this ~~each~~report ~~$0.03 of principal amount of the note. This conversion share price was adjusted~~ to ~~$0.01384~~be ~~for~~signed ~~the~~on ~~reverse~~its ~~stock~~behalf ~~splits.~~by ~~As of December 31, 2023,~~ the ~~outstanding balance was $12~~undersigned,~~500,~~ ~~plus~~thereunto ~~accrued~~duly ~~interest of $5,558~~authorized.

On March 9, 2017, we issued a promissory note payable of $200,000 to a related party in which our chief executive officer is an officer and director. The note bears interest of 10% and is due and payable within 90 days after demand. During the year ended December 31, 2018, we received an additional $2,000 and repaid $25,000. The outstanding balance was $177,000 and accrued interest was $122,629 as of December 31, 2023.

	OCEAN THERMAL ENERGY CORPORATION

Dated: October 24, 2025	By:	/s/ Jeremy P. Feakins
		Jeremy P. Feakins
		Principal Executive Officer and
		Principal Financial Officer

OnPursuant ~~November 6, 2017, we entered into an agreement and promissory note with JPF Venture Group, Inc.~~ to ~~loan~~the uprequirements ~~to $2,000,000 to us. The terms~~ of the ~~note~~Securities ~~are~~Exchange asAct ~~follows: (i) interest is payable at 10% per annum; (ii) all unpaid principal and all accrued and unpaid interest is due and payable at the earliest~~ of ~~resolution of the Memphis litigation (as defined therein)~~1934, ~~December~~this ~~31,~~report ~~2020,~~has orbeen ~~when~~signed webelow ~~are~~by ~~otherwise able to pay. On September 30, 2018,~~ the ~~note~~following ~~was~~persons ~~amended~~on tobehalf ~~extend the maturity date to the earliest~~ of ~~a resolution of~~ the ~~Memphis~~registrant ~~litigation,~~and ~~December 31, 2020, or when we are otherwise able to pay. This note is~~ in ~~default. As of December 31, 2023,~~ the ~~outstanding~~capacities ~~balance was $543,093~~ and on the ~~accrued~~dates ~~interest was $364,489~~indicated.

On January 18, 2018, Jeremy P. Feakins & Associates, LLC, an investment entity owned by our chief executive, chief financial officer, and a director, agreed to extend the due date for repayment of a $2,265,000 note issued in 2014 to the earlier of December 31, 2020, or the date of the financial closings of our Baha Mar project (or any other project of $25 million or more), whichever occurs first. On August 15, 2018, principal of $618,500 and accrued interest of $207,731 were converted to 826,231 shares at $1.00 per share, which was ratified by a disinterested majority of the board of directors. In January 2023 we issued 500 shares of preferred stock upon conversion of $35,303 of principal and $964,697 of accrued interest. As of December 31, 2023, the note balance was $1,067,197 and the accrued interest was $108,202. This note is in default.

Name	Title	Date

/s/ Jeremy P. Feakins	Director, Chief Executive Officer and Chief	October 24, 2025
Jeremy P. Feakins	Financial Officer (Principal Executive Officer and Principal Financial Officer)

/s/ Peter Wolfson	Director	October 24, 2025
Peter Wolfson

/s/ Antoinette K. Hempstead	Director	October 24, 2025
Antoinette K. Hempstead

We42 ~~remain~~Table ~~liable for the loans made to us by JPF Venture Group, Inc. before the 2018 merger. As~~ of ~~December 31, 2023, the outstanding balance of these loans was $581,880 and the accrued interest was $302,661. These notes are in default.~~Contents

InSUPPLEMENTAL ~~the~~INFORMATION ~~fourth~~TO ~~quarter~~BE ofFURNISHED ~~2019~~WITH ~~and~~REPORTS ~~during~~FILED the year ended December 31, 2020, we issued a series of convertible promissory notes to accredited investors. The notes bear simple interest on outstanding principal at the rate of 8% per annum, computed based on the actual number of days elapsed in a year of 365 days. Each $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of January 2, 2022, whichever comes first. On December 9, 2019, we borrowed $5,000 from Jeremy P. Feakins, our chief executive officer. On January 21, 2020, we borrowed $5,000 from Jeremy P. Feakins. During 2022, the December 9, 2019 $5,000 note and related accrued interest of $991 was converted into preferred stock. As of December 31, 2023, the outstanding balance of his loans was $5,000 and the accrued interest was $1,578. On December 7, 2019, we borrowed $5,000 from independent director. On January 21, 2020, we borrowed an additional $5,000 from an independent director. As of December 31, 2023, the outstanding balance of his loans was $10,000 and the accrued interest was $3,204. These notes are in default.PURSUANT

InTO ~~the~~SECTION ~~fourth~~15(d) ~~quarter~~OF ofTHE ~~2019~~ACT ~~and~~BY ~~during~~REGISTRANTS ~~the~~WHICH ~~year~~HAVE ~~ended~~NOT December 31, 2020, we issued a series of convertible promissory notes to accredited investors. The notes bear simple interest on outstanding principal at the rate of 8% per annum, computed based on the actual number of days elapsed in a year of 365 days. Each $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of January 2, 2022, whichever comes first. On December 9, 2019, we borrowed $5,000 from Jeremy P. Feakins, our chief executive officer. On January 21, 2020, we borrowed $5,000 from Jeremy P. Feakins. During 2022, the December 9, 2019 $5,000 note and related accrued interest of $991 was converted into preferred stock. As of December 31, 2023, the outstanding balance of his loans was $5,000 and the accrued interest was $1,578. On December 7, 2019, we borrowed $5,000 from independent director. On January 21, 2020, we borrowed an additional $5,000 from an independent director. As of December 31, 2022, the outstanding balance of his loans was $10,000 and the accrued interest was $3,204. These notes are in default.REGISTERED

InSECURITIES ~~the~~PURSUANT ~~third~~TO ~~quarter~~SECTION of12 ~~2021,~~OF weTHE issued a series of convertible promissory notes to accredited investors. The notes bear simple interest on outstanding principal at the rate of 8% per annum, computed based on the actual number of days elapsed in a year of 365 days. Each $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of August 30, 2023, whichever comes first. On July 27, 2021, we borrowed $5,000 from an independent director. As of December 31, 2023, the outstanding balance of his loan was $5,000 and the accrued interest was $973. These notes are in default.ACT

OnWe ~~November~~will ~~11,~~furnish ~~2021, we issued a convertible promissory note~~ to ~~an entity controlled by Jeremy P. Feakins, our chief executive officer, in~~ the ~~amount of $5~~SEC,~~000.~~ ~~The note bears simple interest on outstanding principal~~ at the ~~rate~~same ~~of 8% per annum, computed based on the actual number of days elapsed in a year of 365 days. The loan automatically converts into 250,000 shares of our common stock, either at the~~ time ~~the~~that ~~closing~~it ~~sale price for our common stock~~ is ~~equal~~sent to ~~or greater than $1.00 per share~~stockholders, asany ~~adjusted~~proxy ~~for stock splits, stock dividends, reclassification, and the like,~~ or atinformation ~~the~~statement ~~maturity~~that ~~date~~we ofsend ~~November~~to ~~30,~~our ~~2023,~~stockholders ~~whichever~~in ~~comes~~connection ~~first.~~with Asany ofannual ~~December~~stockholders’ ~~31, 2023, the total outstanding value of this loan was $5,000~~meeting. ~~The accrued interest was $856 as of December 31, 2023.~~

31OCEAN ~~Table~~THERMAL ofENERGY ~~Contents~~CORPORATION

~~Director~~REPORT ~~Independence~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Peter Wolfson and Antoinette Hempstead are independent directors under Nasdaq Rule 5605.~~AND

~~ITEM~~CONSOLIDATED ~~14.~~FINANCIAL ~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~STATEMENTS

~~Principal~~DECEMBER ~~Accountant~~31, ~~Fees~~2024 and ~~Services~~2023

The following table summarizes the approximate aggregate fees billed to us or expected to be billed to us by our independent auditors for our 2023 and 2022 fiscal years:

Report of Victor Mokuolu CPA PLLC, Independent Registered Public Accounting Firm (PCAOB ID# 6771)		F-2

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023		F-4

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023		F-5

Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2024 and 2023		F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023		F-7

Notes to Consolidated Financial Statements		F-8

	Year Ended December 31,
	2023		2022
Audit Fees (1)	$	58,000	$	52,112
Tax fees		-		-
Total Fees	$	58,000	$	52,112

F-1

Table of Contents

~~_______________~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~(1)~~To ~~Includes fees for: (i) audits of our consolidated financial statements for~~ the ~~fiscal~~Shareholders ~~years ended December 31, 2023~~ and 2022; (ii) review of our interim period financial statements for fiscal years 2023 and 2022; and (iii) fees related to services normally provided by the accountant in connection with statutory and regulatory filings or engagements.

BFBoard ~~Borgers~~of ~~CPA~~Directors PCof ~~provided~~Ocean ~~our~~Thermal ~~audits~~Energy ~~for the years ended 2023 and 2022. The firm provided no other services, other than those listed above.~~Corporation

~~Audit~~Opinion ~~and~~on ~~Non-Audit~~the ~~Service~~Financial ~~Preapproval Policy~~Statements

InWe ~~accordance~~have ~~with~~audited the ~~requirements~~accompanying consolidated balance sheet of Ocean Thermal Energy Corporation and Subsidiary (the ~~Sarbanes-Oxley~~“Company”) ~~Act~~as of ~~2002~~December 31, 2024, and December 31, 2023, and the ~~rules~~related consolidated statements of operations, changes in stockholders’ deficit, and ~~regulations~~cash ~~promulgated~~flows, ~~thereunder~~for the years then ended, ~~our~~and ~~board~~the ofrelated ~~directors~~notes ~~has~~(collectively ~~adopted~~referred anto ~~informal~~as ~~approval~~the ~~policy~~financial ~~that~~statements). itIn ~~believes~~our ~~will~~opinion, ~~result~~the financial statements present fairly, in anall ~~effective~~material respects, the financial position of the Company as of December 31, 2024, and ~~efficient~~December ~~procedure~~31, to2023, ~~preapprove~~and ~~services~~the ~~performed~~results byof its operations and its cash flows for the ~~independent~~years ~~registered~~ended ~~public~~December 31, 2024, and December 31, 2023, in conformity with accounting ~~firm~~principles generally accepted in the United States of America.

~~Audit~~Substantial ~~Services.~~Doubt ~~Audit~~about ~~services include~~ the ~~annual~~Company's ~~financial~~ability ~~statement audit (including quarterly reviews) and other procedures required~~ to becontinue ~~performed~~as bya ~~the~~Going independent registered public accounting firm to be able to form an opinion on our consolidated financial statements. The board of directors preapproves specified annual audit services engagement terms and fees and other specified audit fees. All other audit services must be specifically preapproved by the board of directors. The board of directors monitors the audit services engagement and may approve, if necessary, any changes in terms, conditions, and fees resulting from changes in audit scope or other items.Concern

~~Audit-Related~~The ~~Services.~~accompanying ~~Audit-related~~financial ~~services~~statements ~~are~~have ~~assurance~~been ~~and~~prepared ~~related~~assuming ~~services~~ that ~~are~~the ~~reasonably~~Company ~~related~~will tocontinue ~~the~~as ~~performance~~a going concern. As of December 31, 2024, and December 31, 2023, the ~~audit~~Company orhad ~~review~~a ofnet ~~our~~loss ~~consolidated~~of ~~financial~~$1,185,163, ~~statements~~and $9,264,217, ~~which~~respectively. ~~historically~~An ~~have~~accumulated ~~been~~deficit ~~provided~~of to$107,266,496 usand by$106,081,333 for the ~~independent~~years ~~registered~~ending ~~public~~December ~~accounting~~31, ~~firm~~2024, and ~~are~~December ~~consistent~~31, ~~with~~2023, respectively. The Company has not established revenue to cover its operating costs for the ~~SEC~~next twelve (12) months. The Company’s ~~rules~~ability to continue as a going concern is dependent on ~~auditor~~its ~~independence~~ability to increase sales and obtain external funding for the projects under development. ~~The~~These ~~board~~factors ofraise ~~directors~~substantial ~~has~~doubt ~~approved~~about ~~specified~~its ~~audit-related~~ability ~~services~~to ~~within~~continue ~~preapproved~~as ~~fee~~a ~~levels~~going concern. ~~All~~Management’s ~~other~~plans ~~audit-related~~in ~~services~~regard ~~must~~to bethese ~~preapproved~~matters byare also described in Note 3. The financial statements do not include any adjustments that might result from the ~~board~~outcome of ~~directors~~this uncertainty.

~~Tax~~F-2 ~~Services.~~Table ~~The board~~ of directors preapproves specified tax services that it believes would not impair the independence of the independent registered public accounting firm and that are consistent with SEC’s rules and guidance. The board of directors must specifically approve all other tax services.Contents

~~All~~Basis ~~Other~~for Services. Other services are services provided by the independent registered public accounting firm that do not fall within the established audit, audit-related, and tax services categories. The board of directors preapproves specified other services that do not fall within any of the specified prohibited categories of services.Opinion

~~Procedures.~~These ~~All~~financial ~~proposals~~statements ~~for~~are ~~services to be provided by~~ the ~~independent~~responsibility ~~registered public accounting firm, which must include a detailed description~~ of the ~~services~~Company’s tomanagement. beOur ~~rendered~~responsibility ~~and~~is ~~the amount of corresponding fees, are submitted~~ to ~~the~~express ~~chairman~~an ofopinion ~~the~~on ~~board of directors and~~ the ~~chief~~Company’s financial ~~officer.~~statements ~~The~~based ~~chief~~on ~~financial~~our ~~officer authorizes services that have been preapproved by the board of directors~~audits. ~~The~~We ~~chief~~are ~~financial~~a ~~officer~~public ~~submits~~accounting ~~requests~~firm orregistered ~~applications~~with ~~to provide services that have not been preapproved by~~ the ~~board~~Public ofCompany ~~directors,~~Accounting ~~which~~Oversight ~~must~~Board ~~include~~(United anStates) ~~affirmation~~(PCAOB) byand ~~the~~are ~~chief~~required ~~financial~~to ~~officer~~be ~~and the~~ independent ~~registered~~with ~~public~~respect ~~accounting~~to ~~firm that~~ the ~~request~~Company orin ~~application~~accordance ~~is consistent~~ with the ~~SEC’s~~U.S. ~~rules~~federal onsecurities ~~auditor~~laws ~~independence,~~and to the ~~board~~applicable ofrules ~~directors~~and ~~(or~~regulations ~~its chair or any~~ of ~~its~~the ~~other~~Securities ~~members~~and ~~pursuant~~Exchange toCommission ~~delegated~~and ~~authority)~~the ~~for approval~~PCAOB.

32We ~~Table~~conducted our audits in accordance with the standards of ~~Contents~~the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~PART~~Our IVaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

~~ITEM~~Critical ~~15.~~audit ~~EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~matter

(The critical audit matter communicated below is a matter arising from the current audit of the financial statements that was communicated or required to be communicated to the Board of Directors and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved challenging, subjective, or complex judgments. The ~~following~~communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are ~~filed~~not, asby ~~part~~communicating ofthe ~~this~~critical ~~report:~~audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

		Page
Audited Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022:
Report of BF Borgers CPA PC, Independent Registered Public Accounting Firm (PCAOB ID# 5041)		F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022		F-4
Consolidated Statements of Changes in Stockholders’ Deficiency Years Ended December 31, 2023 and 2022		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022		F-6
Notes to the Consolidated Financial Statements		F-7

An audit of these elements is especially challenging and requires auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

33Accounting ~~Table~~for ofWarrants ~~Contents~~issued in connection with Notes Payable

~~(b)~~As described in Notes 5, Derivative Liabilities, the Company issued prefunded warrants for the purchase of the Company’s common stock. The ~~following~~fair ~~exhibits~~market ~~are~~value ~~filed~~of the Warrants were recorded as ~~part~~a derivative liability. The assigned value of ~~this~~the ~~report:~~warrants along with loan fees and broker fees was recorded as deferred financing costs and will be recorded as a discount to the note, amortized straight line over the life of the Promissory Note.

Exhibit Number*	Title of Document	Location
Item 3	Articles of Incorporation and Bylaws
3.01	Articles of Incorporation of TetriDyn Solutions, Inc., dated May 15, 2006	Incorporated by reference from the Current Report on Form 8-K filed June 7, 2006
3.02	Bylaws	Incorporated by reference from the Current Report on Form 8-K filed June 7, 2006
3.03	Designation of Rights, Privileges, and Preferences of Series A Preferred Stock	Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2009, filed March 31, 2010
3.04	Certificate of Change Pursuant to NRS 78.209 of TetriDyn Solutions, Inc., filed with the Nevada Secretary of State on December 6, 2016	Incorporated by reference from the Current Report on Form 8-K filed December 12, 2016
3.05	Certificate of Correction of TetriDyn Solutions, Inc., filed with the Nevada Secretary of State on December 15, 2016	Incorporated by reference from the Current Report on Form 8-K filed December 12, 2016
3.06	Certificate of Amendment to Articles of Incorporation dated May 8, 2018	Incorporated by reference from the Current Report on Form 8-K filed May 12, 2018
3.07	Certificate of Designation filed with the Nevada Secretary of State on June 6, 2019	Incorporated by reference from the Quarterly Report for the quarter ended June 30, 2019, filed August 13, 2019
3.08	Certificate of Amendment to Designation (Series D Convertible Preferred Stock) filed June 12, 2023	Incorporated by reference from the Current Report on Form 8-K filed June 15, 2023
Item 4	Instruments Defining the Rights of Security Holders, including indentures
4.01	Specimen Stock Certificate	Incorporated by reference from the Registration Statement on Form S-8 filed August 25, 2018
Item 10	Material Contracts
10.07	Loan Agreement between TetriDyn Solutions, Inc., and Southeast Idaho Council of Governments, Inc., together with related promissory notes, dated December 23, 2009	Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2009, filed March 31, 2010
10.18	Consolidated Promissory Note for $394,350 dated December 31, 2014	Incorporated by reference from the Current Report on Form 8-K filed June 8, 2015
10.25	Promissory Note dated February 25, 2016	Incorporated by reference from the Current Report on Form 8-K filed March 1, 2016
10.26	Promissory Note dated November 23, 2015	Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2015, filed March 30, 2016
10.29	Promissory Note dated October 20, 2016	Incorporated by reference from the Current Report on Form 8-K filed October 20, 2016
10.30	Promissory Note dated May 20, 2016	Incorporated by reference from the Current Report on Form 8-K filed May 24, 2016

The Company determined that this is an asset in accordance with the guidance exception in ASC 470-20-25-2 (the “ASC”) which indicates the ASC does not apply when warrants are issued to obtain a line of credit rather than in connection with the issuance of a debt instrument. Issuing warrants to obtain a line of credit is equivalent to paying a loan commitment or access fee (equivalent to the fair value of the warrant). As such, these costs meet the definition of an asset. This exception applies, even if the line is fully drawn down at inception. The Company recorded a derivative liability of $9,423,915 as of December 31, 2024. For the years ended December 31, 2024 and 2023, the Company recognized a gain of $2,868,111 and a loss of $5,409,047, respectively, from the change in fair value of the derivative liability.

34Our ~~Table~~audit procedures included, but were not limited to (1) a review of ~~Contents~~the assumptions by management and the guidance from the ASC (2) the derivative calculations, underlying assumptions to arrive at fair value, initial recognition and subsequent measurement at the balance sheet date (3) the fair value model employed in the derivative calculations (4) evaluation of whether the note exception from the ASC is applicable in the Company’s case (5) the ability of the Company to realize the asset value and (6) the method of amortization.

10.31	Amendment to Convertible Promissory Notes dated February 24, 2018	Incorporated by reference from the Current Report on Form 8-K filed March 2, 2018
10.32	Agreement and Plan of Merger between TetriDyn Solutions, Inc. and Ocean Thermal Energy Corporation dated March 1, 2018	Incorporated by reference from the Current Report on Form 8-K filed March 10, 2018
10.36	Note and Warrant Purchase Agreement dated December 28, 2018	Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018
10.37	Form of Unsecured Promissory Note	Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018
10.38	Form of Unsecured Common Stock Purchase Warrant	Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018
10.42	Securities Purchase Agreement dated February 16, 2018, between Ocean Thermal Energy Corporation and L2 Capital, LLC	Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
10.43	Senior Secured Promissory Note dated February 16, 2018, issued to L2 Capital, LLC	Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
10.44	Security Agreement dated February 16, 2018, between Ocean Thermal Energy Corporation and L2 Capital, LLC	Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
10.45	Common Stock Purchase Warrant dated February 16, 2018, issued to L2 Capital, LLC	Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
10.46	Common Stock Purchase Warrant dated February 16, 2018, issued to Craft Capital Management, LLC	Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
10.47	Lease Agreement between Ocean Thermal Energy Corporation and Queen Street Development Partners 1, LP, as amended	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.48	Employment Agreement with Jeremy P. Feakins dated January 1, 2011**	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.49	Loan Agreement, Promissory Note, and Warrant to Purchase up to 3,295,761 Shares of Common Stock between Ocean Thermal Energy Corporation and DCO Energy, LLC, dated February 10, 2012, including Forbearance and Loan Extension Agreement dated April 1, 2016	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.50	Form of Loan Agreement, Promissory Note (Series B), Security Agreement, and Warrant (with related schedule) [2013]	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.51	Promissory Note for $290,000 payable to Theodore Herman dated December 31, 2013	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.52	Loan Agreement, Promissory Note, and Warrant to Purchase up to 12,912,500 Shares of Common Stock between Ocean Thermal Energy Corporation and Jeremy P. Feakins & Associates, LLC, dated April 1, 2014, including Forbearance and Loan Extension Agreement (Revised and Reformed) dated April 1, 2016	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.53	Loan Agreement, Promissory Note, and Warrant to Purchase up to 200,000 Shares of Common Stock between Ocean Thermal Energy Corporation and Mart Inn, Inc., dated December 22, 2014	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019


We have served as the Company’s auditor since 2025.
Houston, Texas

35October ~~Table~~24, ~~of Contents~~2025

10.54	Loan Agreement, Promissory Note, and Warrant to Purchase up to 100,000 Shares of Common Stock between Ocean Thermal Energy Corporation and James G. Garner, Jr., dated December 26, 2014	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.55	Promissory Note dated April 17, 2015, with extensions	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.56	Promissory Note dated October 20, 2016, to Peter Wolfson	Incorporated by reference from the Current Report on Form 8-K filed October 20, 2016.
10.57	Promissory Note dated December 21, 2016, to JPF Venture Group	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.58	Promissory Note dated March 9, 2018, to Jeremy P. Feakins & Associates, LLC	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.59	Loan Agreement and Promissory Note with JPF Venture Group, Inc., dated November 6, 2018	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.60	Form of Bridge Loan, Warrant, and Promissory Note for December 2018, together with schedule of investors	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019.
10.61	Replacement Convertible Promissory Note to L2 Capital, LLC, dated December 14, 2018	Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.62	Form of Loan Agreement made January 2, 2019, between Ocean Thermal Energy Corporation and the lenders identified on the scheduled attached thereto	Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020
10.63	Form of Convertible Loan Agreement with a maturity date of October 31, 2021, between Ocean Thermal Energy Corporation and the lenders identified on the scheduled attached thereto	Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020
10.64	Form of Convertible Loan Agreement with a maturity date of December 31, 2022, between Ocean Thermal Energy Corporation and the lenders identified on the scheduled attached thereto	Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020
10.65	Stock Purchase Agreement between Ocean Thermal Energy Corporation and Epaphus Global Energy, LLC, dated August 23, 2022, and executed August 25, 2022	Incorporated by reference from the Current Report on Form 8-K filed August 29, 2022.
10.66	Addendum to Chief Executive Officer Employment Agreement Effective June 9, 2022	Incorporated by reference from the Quarterly Report for the quarter ended September 30, 2022, filed November 8, 2022
10.67	Philadelphia lease agreement	This filing
10.68	Grant Street, Lancaster PA lease agreement	This filing
Item 14	Code of Ethics
14.01	TetriDyn Solutions, Inc. Code of Ethics	Incorporated by reference from the annual report on Form 10-KSB for the year ended December 31, 2006, filed April 2, 2007
Item 21	Subsidiaries of the Registrant
21.01	Schedule of Subsidiaries	Incorporated by reference from Post-Effective Amendment No. 1/A to the Registration Statement on Form S-1 (Amendment No. 1) filed January 10, 2019
Item 31	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14	This filing
Item 32	Section 1350 Certifications
32.01	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing
Item 101	Interactive Data Files***
101.INS	XBRL Instance Document	This filing
101.SCH	XBRL Taxonomy Extension Schema	This filing
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	This filing
101.DEF	XBRL Taxonomy Extension Definition Linkbase	This filing
101.LAB	XBRL Taxonomy Extension Label Linkbase	This filing
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	This filing

PCAOB ID: 6771

~~___________________________~~F-3 Table of Contents

*	All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.
**	Identifies each management contract or compensatory plan or arrangement required to be filed as an exhibit, as required by Item 15(a)(3) of Form 10-K.
***	The XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as will be expressly set forth by specific reference in such filing or document.

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARY

36CONSOLIDATED ~~Table~~BALANCE ~~of Contents~~SHEETS

~~SIGNATURES~~AS OF DECEMBER 31, 2024 AND 2023

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	December 31, 2024			December 31, 2023
ASSETS
Current Assets
Cash	$	16,142		$	115,149
Prepaid expenses		5,000			5,000
Total Current Assets		21,142			120,149

Total Assets	$	21,142		$	120,149

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expense	$	26,473,157		$	22,954,452
Notes payable - related party		2,304,170			2,304,170
Convertible notes payable - related party, net		117,500			117,500
Notes payable		3,638,131			3,639,431
Convertible note payable, net		2,539,665			2,570,412
Advances payable - related party, net		60,388			61,468
Derivative liability		9,423,915			12,404,707
Total Current Liabilities		44,556,926			44,052,140

Convertible notes payable		16,120			-
Total Liabilities		44,573,046			44,052,140

Commitments and contingencies (See Note 8)		-			-

Stockholders' deficit
Preferred Stock, Series B, $0.001par value; 1,250,000 shares authorized, 518,750 and 518,750 shares issued and outstanding, as of December 31, 2024 and December 31, 2023, respectively		519			519
Preferred Stock, Series C, $0.001 par value; 2,700,000 shares authorized, 2,300,000 and 2,300,000 shares issued and outstanding, as of December 31, 2024 and December 31, 2023, respectively		2,300			2,300
Preferred Stock, Series D, $0.001 par value; 1,400 shares authorized, 1,400 and 1,202 shares issued and outstanding, as of December 31, 2024 and December 31, 2023, respectively		1			1
Common stock, $0.001 par value; 200,000,000 shares authorized, 190,012,124 and 184,370,469 shares issued and outstanding, as of December 31, 2024 and December 31, 2023, respectively		190,013			184,371
Additional paid-in capital		62,521,759			61,962,151
Accumulated deficit		(107,266,496	)		(106,081,333	)
Total Stockholders' Deficit		(44,551,904	)		(43,931,991	)

Total Liabilities and Stockholders' Deficit	$	21,142		$	120,149

	OCEAN THERMAL ENERGY CORPORATION
Dated: March 28, 2024	By:	/s/ Jeremy P. Feakins
		Jeremy P. Feakins
		Principal Executive Officer and
		Principal Financial Officer

The accompanying notes are an integral part of these consolidated financial statements.

~~Pursuant~~F-4 toTable ~~the requirements~~ of ~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~Contents

Name	Title	Date
/s/ Jeremy P. Feakins	Director, Chief Executive Officer and Chief	March 28, 2024
Jeremy P. Feakins	Financial Officer (Principal Executive Officer and Principal Financial Officer)
/s/ Peter Wolfson	Director	March 28, 2024
Peter Wolfson
/s/ Antoinette K. Hempstead	Director	March 28, 2024
Antoinette K. Hempstead

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARY

~~SUPPLEMENTAL~~CONSOLIDATED ~~INFORMATION~~STATEMENTS TOOF ~~BE FURNISHED WITH REPORTS FILED PURSUANT~~OPERATIONS

TOFOR ~~SECTION 15(d) OF~~ THE ~~ACT~~YEARS BYENDED ~~REGISTRANTS~~DECEMBER ~~WHICH~~31, ~~HAVE~~2024 ~~NOT~~AND ~~REGISTERED~~2023

SECURITIES PURSUANT TO SECTION 12 OF THE ACT

	2024			2023
Operating Expenses
Salaries and compensation	$	925,553		$	888,790
Professional fees		534,789			473,467
General and administrative		116,268			138,048
Total Operating Expenses		1,576,610			1,500,305

Loss from Operations		(1,576,610	)		(1,500,305	)

Other Income (Expense)
Service income		-			12,000
Interest expense, net		(2,504,722	)		(2,278,347	)
Amortization of debt discount		(2,245	)		(88,540	)
Change in fair value of derivative liability		2,868,111			(5,409,047	)
Gain on conversion of debt		30,303			22
Total Other Income (Expense)		391,447			(7,763,912	)

Loss Before Income Taxes		(1,185,163	)		(9,264,217	)

Provision for Income Taxes		-			-

Net Loss	$	(1,185,163	)	$	(9,264,217	)

Net Loss per Common Share Basic and Diluted	$	(0.01	)	$	(0.05	)

Weighted Average Number of Common Shares Outstanding		188,717,318			184,370,469

WeThe ~~will~~accompanying ~~furnish~~notes toare ~~the~~an ~~SEC,~~integral atpart ~~the~~of ~~same~~these ~~time~~consolidated ~~that~~financial ~~it is sent to stockholders, any proxy or information statement that we send to our stockholders in connection with any annual stockholders’ meeting~~statements.

37F-5 Table of Contents

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARY

~~REPORT~~CONSOLIDATED STATEMENTS OF ~~INDEPENDENT~~CHANGES ~~REGISTERED~~IN ~~PUBLIC~~STOCKHOLDERS’ ~~ACCOUNTING FIRM~~DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

CONSOLIDATED FINANCIAL STATEMENTS

	Preferred Stock				Common Stock				Additional					Total
	Number of		Par		Number of		Par		Paid-in		Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Deficit
Balance December 31, 2022		2,819,028	$	2,819		184,370,469	$	184,371	$	60,110,402	$	(96,496,618	)	$	(36,199,026	)
Prior year accrued interest adjustment		-		-		-		-		-		(320,498	)		(320,498	)
Stock based compensation		-		-		-				3,750		-			3,750
Series D Preferred Stock issued for cash		393		-		-		-		786,000		-			786,000
Series D Preferred Stock issued for conversion of notes and interest		531		1		-		-		1,061,999		-			1,062,000
Net Loss		-		-		-		-		-		(9,264,217	)		(9,264,217	)
Balance December 31, 2023		2,819,952		2,820		184,370,469		184,371		61,962,151		(106,081,333	)		(43,931,991	)
Common stock issued for conversion of note		-		-		5,641,655		5,642		163,608		-			169,250
Series D Preferred Stock issued for cash		198		-		-		-		396,000		-			396,000
Net Loss		-		-		-		-		-		(1,185,163	)		(1,185,163	)
Balance December 31, 2024		2,820,150	$	2,820		190,012,124	$	190,013	$	62,521,759	$	(107,266,496	)	$	(44,551,904	)

~~DECEMBER~~ The ~~31,~~accompanying ~~2023~~notes ~~and~~are ~~2022~~an integral part of these consolidated financial statements.

Report of BF Borgers CPA PC, Independent Registered Public Accounting Firm (PCAOB ID# 5041)		F-2
Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022		F-4
Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2023 and 2022		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022		F-6
Notes to Consolidated Financial Statements		F-7

F-6

Table of Contents

~~F-1~~OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARY

~~Report~~CONSOLIDATED ofSTATEMENTS ~~Independent~~OF ~~Registered~~CASH ~~Public Accounting Firm~~FLOW

ToFOR ~~the~~THE ~~shareholders~~YEARS ~~and~~ENDED ~~the~~DECEMBER ~~board~~31, of2024 ~~directors~~AND ~~of Ocean Thermal Energy Corporation~~2023

Opinion on the Financial Statements

	2024			2023
Cash Flows From Operating Activities:
Net loss	$	(1,185,163	)	$	(9,264,217	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability		(2,868,111	)		5,409,047
Amortization of debt discount		2,245			88,540
Gain on conversion of debt		(30,303	)		(22	)
Stock based compensation		-			3,750
Changes in assets and liabilities:
Accounts payable and accrued expenses		3,518,705			3,093,439
Net Cash Used In Operating Activities		(562,627	)		(669,463	)

Cash Flows From Financing Activities:
Proceeds from sale of preferred stock		396,000			786,000
Proceeds from convertible notes		70,000			-
Advances (repayments) from related parties		(1,080	)		3,708
Repayment of notes payable		(1,300	)		(6,500	)
Net Cash Provided by Financing Activities		463,620			783,208

Net increase (decrease) in cash		(99,007	)		113,745
Cash at beginning of year		115,149			1,404
Cash at End of Year	$	16,142		$	115,149

Supplemental disclosure of cash flow information
Cash paid for interest expense	$	63,753		$	5,000
Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Initial value of derivative liability	$	56,125		$	-
Common stock issued upon conversion of note	$	169,250		$	-
Note payable converted to common stock	$	30,747		$	-
Derivative liability extinguished upon conversion on note payable	$	168,806		$	2,602
Convertible notes payable and accrued interest converted into preferred stock	$	-		$	59,420
Related party note payable and accrued interest converted into preferred stock	$	-		$	1,000,000

WeThe ~~have audited the~~ accompanying ~~consolidated~~notes ~~balance~~are ~~sheets~~an ofintegral ~~Ocean~~part ~~Thermal Energy Corporation as~~ of ~~December~~these ~~31,~~consolidated ~~2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "~~financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~Substantial~~F-7 ~~Doubt~~Table ~~about~~of ~~the Company’s Ability to Continue as a Going Concern~~Contents

~~The~~OCEAN ~~accompanying~~THERMAL ~~financial~~ENERGY ~~statements~~CORPORATION ~~have~~AND been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.SUBSIDIARY

~~Basis~~NOTES ~~for~~TO ~~Opinion~~CONSOLIDATED FINANCIAL STATEMENTS

~~These~~FOR ~~financial~~THE ~~statements~~YEARS ~~are~~ENDED ~~the~~DECEMBER ~~responsibility~~31, of2024 ~~the~~AND Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 2023

WeNOTE ~~conducted~~1 ~~our~~– ~~audit~~NATURE inOF ~~accordance~~BUSINESS ~~with~~AND ~~the~~BASIS ~~standards~~OF of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.PRESENTATION

~~Our~~Ocean ~~audit~~Thermal ~~included~~Energy ~~performing~~Corporation ~~procedures~~(“OTEC” to“Company” ~~assess~~“us” ~~the~~“we”) ~~risks~~is ofdesigning ~~material~~ocean ~~misstatement~~thermal ofenergy ~~the~~conversion ~~financial~~power ~~statements~~plants, ~~whether~~seawater ~~due~~air toconditioning ~~error~~and orlake ~~fraud~~water air conditioning (“SWAC/LSC”) plants for large commercial properties, utilities, and ~~performing~~municipalities. ~~procedures~~We ~~that~~believe ~~respond~~these technologies provide practical solutions to ~~those~~mankind’s ~~risks.~~three ~~Such~~oldest ~~procedures~~and ~~included~~most ~~examining,~~fundamental onneeds: aclean ~~test~~drinking ~~basis~~water, ~~evidence~~plentiful ~~regarding~~food, ~~the~~and ~~amounts~~sustainable, ~~and~~affordable ~~disclosures~~energy inwithout the ~~financial~~use ~~statements~~of fossil fuels. ~~Our~~The ~~audit~~Company ~~also~~plans ~~included~~to ~~evaluating~~provide a clean technology that continuously extracts energy from the ~~accounting~~temperature ~~principles~~differentials ~~used~~between warm surface ocean water and ~~significant~~cold ~~estimates~~deep ~~made~~seawater. byIn ~~management~~addition to producing electricity, asour ~~well~~technology ascan ~~evaluating~~efficiently ~~the~~desalinate ~~overall~~seawater ~~presentation~~producing thousands of ~~the~~cubic ~~financial~~meters ~~statements~~of fresh water every day for use in agriculture and human consumption. WeThis ~~believe~~cold, ~~that~~deep, ~~our~~nutrient-rich ~~audit~~water ~~provides~~can aalso ~~reasonable~~be ~~basis~~used to cool buildings and for ~~our~~fish ~~opinion~~farming or aquaculture.

~~Critical~~NOTE ~~Audit~~2: ~~Matter~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Critical~~Basis ~~audit matters are matters arising from the current-period audit~~ of ~~the~~Presentation ~~financial statements that were communicated or required to be communicated to the audit committee~~ and ~~that~~Principles ~~(1)~~of ~~relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.~~ Consolidation

WeThe ~~determined~~consolidated ~~that~~financial ~~there~~statements ~~are~~include nothe ~~critical~~accounts ~~audit~~of ~~matters~~the Company and its wholly owned subsidiary OCEES International Inc. (“OCEES”). Intercompany balances and transactions have been eliminated in consolidation.

~~/S/~~During BFthe ~~Borgers~~course ~~CPA~~of PCpreparing ~~(PCAOB~~the IDCompany’s ~~5041~~interim financial statements for the year ended December 31, 2024, the Company determined that a noncash accrual relating to default interest on certain notes payable was not properly reflected in the historical financial statements. Management evaluated this immaterial misstatement using the guidance provided by the SEC’s Staff Accounting Bulletin No. 99 (“SAB 99”) and determined that the misstatement was immaterial to the historical financial statements. The Company has recorded the additional accrued interest as of January 1, 2023, through an adjustment of $320,498 to accumulated deficit and accounts payable and accrued expenses in the accompanying consolidated balance sheets. This adjustment reflects default interest rates for periods prior to December 31, 2022. Additionally, for the year ended December 31, 2023, default interest of $22,435 has been recorded to give effect to this additional default interest.

WeUse ~~have~~of ~~served as the Company's auditor since 2022~~Estimates

~~Lakewood~~In preparing financial statements in conformity with GAAP, COmanagement is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of equity-based transactions, valuation of derivative liabilities, and valuation of deferred tax assets.

~~March~~Cash ~~28,~~and ~~2024~~Cash Equivalents

~~F-2~~We consider all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. We had no cash equivalents at December 31, 2024 and 2023.

~~OCEAN~~Income ~~THERMAL ENERGY CORPORATION AND SUBSIDIARY~~Taxes

~~CONSOLIDATED~~We ~~BALANCE~~use ~~SHEETS~~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.

ASOur OFability ~~DECEMBER~~to 31use our net operating loss carryforwards may be substantially limited due to ownership change limitations that may have occurred or that could occur in the future, ~~2023~~as ~~AND~~required ~~2022~~by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions. These ownership changes may limit the amount of net operating loss that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50.0% of the outstanding stock of a company by certain stockholders or public groups.

	December 31,2023			December 31,2022
ASSETS
Current Assets
Cash	$	115,149		$	1,404
Prepaid expenses		5,000			5,000
Total Current Assets		120,149			6,404
Total Assets	$	120,149		$	6,404
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expense	$	22,524,164		$	20,517,881
Notes payable - related party		2,294,170			2,329,473
Convertible notes payable - related party, net		117,500			114,721
Notes payable		3,649,431			3,655,932
Convertible note payable, net		2,570,412			2,531,401
Advances payable - related party, net		61,468			57,760
Derivative liability		12,404,707			6,998,262
Total Current Liabilities		43,621,852			36,205,430
Total Liabilities		43,621,852			36,205,430
Commitments and contingencies (See Note 8)		-			-
Stockholders' deficiency
Preferred Stock, Series B, $0.001par value; 1,250,000 shares authorized, 518,750 and 518,750 shares issued and outstanding, respectively		519			519
Preferred Stock, Series C, $0.001 par value; 2,700,000 shares authorized, 2,300,000 and 2,300,000 shares issued and outstanding, respectively		2,300			2,300
Preferred Stock, Series D, $0.001 par value; 1,400 shares authorized, 1,202 and 278 shares issued and outstanding, respectively		1			-
Common stock, $0.001 par value; 200,000,000 shares authorized, 184,370,469 and 184,370,469 shares issued and outstanding, respectively		184,371			184,371
Additional paid-in capital		61,958,401			60,110,402
Accumulated deficit		(105,647,295	)		(96,496,618	)
Total Stockholders' Deficiency		(43,501,703	)		(36,199,026	)
Total Liabilities and Stockholders' Deficiency	$	120,149		$	6,404

We have not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since we became a “loss corporation” under the definition of Section 382. If we have experienced an ownership change, utilization of the net operating loss carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Further, until a study is completed and any limitation known, no positions related to limitations are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on our results of operations or financial position.

~~The~~Business ~~accompanying notes are an integral part of these consolidated financial statements.~~Segments

~~F-3~~We ~~Table~~operate ofin ~~Contents~~one segment and, therefore, segment information is not presented.

~~OCEAN~~F-8 ~~THERMAL~~Table ~~ENERGY~~of ~~CORPORATION AND SUBSIDIARY~~Contents

~~CONSOLIDATED~~Fair ~~STATEMENTS OF OPERATIONS~~Value

~~FOR~~Financial ~~THE~~Accounting ~~YEARS~~Standards ~~ENDED~~Board ~~DECEMBER~~Accounting 31Standard Codification (“ASC”) Topic 820, ~~2023~~Fair ~~AND~~Value ~~2022~~Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

	2023		2022
Operating Expenses
Salaries and compensation	$	888,790	$	791,392
Professional fees		451,717		557,055
General and administrative

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