UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2018~~2019

☐ 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. 333-187308

NANOFLEX POWER CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Florida		46-1904002
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

15333 N. Pima Rd., Suite 305

Scottsdale, AZ 85260

(480) 585-4200

(Address of Principal Executive Offices and Zip Code)

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None

Securities registered pursuant to Section 12(g) of the Securities 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of June 30, ~~2018~~2019, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $209,~~711~~159,~~524~~981, at $0.3608 per share, based on the price at which the registrant’s common equity was last sold as of June 30, ~~2018~~2019.

As of ~~April~~March 159, 2019, the number of shares of the registrant’s common stock outstanding was ~~162~~240,~~151~~250,~~947~~022.

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2018~~ 2019

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements		ii

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosure	24

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 8.	Financial Statements and Supplementary Data	35
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35
Item 9A.	Controls and Procedures	35
Item 9B.	Other Information	37

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	38
Item 11.	Executive Compensation	39
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	42
Item 13.	Certain Relationships and Related Transactions, and Director Independence	43
Item 14.	Principal Accountant Fees and Services	44

PART IV
Item 15.	Exhibits and Financial Statement Schedules	45
Signatures		54

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosure	23
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	36
Item 9A.	Controls and Procedures	36
Item 9B.	Other Information	38
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	39
Item 11.	Executive Compensation	41
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	45
Item 13.	Certain Relationships and Related Transactions, and Director Independence	45
Item 14.	Principal Accountant Fees and Services	48
PART IV
Item 15.	Exhibits and Financial Statement Schedules	49
Signatures		59

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

	●	The availability and adequacy of our capital to meet our requirements including, but not limited to, maintaining our patent portfolio and continuing research and development and commercialization activities;

	●	Changes or developments in laws, regulations or taxes in our industry;

	●	Competitors developing better or more commercially acceptable or marketable technologies; and

	●	Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Defined Terms

Except as otherwise indicated by the context, references in this Report to:

	●	The “Company,” “we,” “us,” or “our,” are references to the combined business of (i) NanoFlex Power Corporation, a Florida corporation, and (ii) Global Photonic Energy Corporation, a Pennsylvania corporation (“GPEC”);

	●	“Common Stock” refers to the common stock, par value $.0001, of the Company;

	●	“$” refers to the legal currency of the United States;

	●	“Securities Act” refers to the Securities Act of 1933, as amended; and

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended; and
	●	“SEC or “Commission” refers to the U.S. Securities and Exchange Commission;

PART I

ITEM 1. BUSINESS

Introduction

NanoFlex Power Corporation (“we” “our”, the “Company”), formerly known as Universal Technology Systems, Corp., was incorporated in the State of Florida on January 28, 2013. On September 24, 2013, the Company completed the acquisition of Global Photonic Energy Corporation, a Pennsylvania corporation (“GPEC”), pursuant to a Share Exchange Agreement (the “Share Exchange Transaction”). Immediately following the closing of the Share Exchange ~~Transaction~~ ~~and as a result~~Transaction, the Company owned 100% of the equity interests of GPEC and GPEC became a wholly- owned subsidiary of the Company. On November 25, 2013, the Company changed its name from “Universal Technology Systems, Corp.” to “NanoFlex Power Corporation” and its trading symbol was changed to “OPVS” on December 26, 2013.

GPEC was incorporated in Pennsylvania on February 7, 1994. The Company is organized to fund, develop, commercialize and license advanced photovoltaic technologies that enable thin film solar products with what we believe to be industry-leading efficiencies, light weight, flexibility, and low total system cost.

These technologies are targeted at certain broad applications, including: (a) portable and off-grid power generation, (b) building applied photovoltaics (“BAPV”), (c) building integrated photovoltaics (“BIPV”), (d) space vehicles and unmanned aerial vehicles (“UAVs”), (e) semi-transparent solar power generating windows or glazing, (f) ultra-thin solar films for automobiles or other consumer applications and (g) solar powered sensors.

We believe these technologies have been demonstrated in a laboratory environment with our research partners. The Company is currently taking steps to pursue product development and commercialization on some of these technologies in collaboration with industry partners and potential customers.

Our Business

~~The Company’s~~ Our business model ~~has shifted~~is tonow ~~developing~~shifting ~~its~~to ~~own~~focus ~~complete~~on ~~products~~developing, ~~utilizing~~manufacturing ~~its~~and ~~intellectual~~marketing ~~property~~complete ~~portfolio~~NanoFlex toproducts ~~provide~~which ~~sustainable~~have a competitive advantage indue ~~the~~to ~~market~~our ~~place~~intellectual property. NanoFlex’s ~~product~~has ~~direction~~developed isenergy ~~aimed~~harvesting atinternet ~~providing~~of ~~competitively~~things ~~superior~~(IoT) ~~energy~~complete ~~harvesting~~sensor tosystems ~~power~~that ~~many~~utilize ~~types~~both ofour ~~consumer~~Organic ~~industrial~~Photovoltaic ~~devices.~~(OPV) ~~NanoFlex~~and, ~~will~~in ~~also~~the ~~consider partnering~~future, ~~licensing~~our ~~and~~III-V ~~sublicensing~~semiconductor ~~processes~~non-destructive lift off ~~and~~(ND ~~technologies~~ELO) tointellectual ~~large,~~property. ~~well-positioned~~These ~~commercial~~sensor ~~partners~~systems ~~which~~are ~~can~~totally ~~provide~~wireless ~~manufacturing~~with ~~and~~higher ~~marketing~~energy ~~capabilities~~budgets tofor ~~enable~~their size than any other ~~rapid~~cloud ~~commercial~~connecting ~~growth~~wireless sensors. ~~These~~This ~~manufacturing~~high ~~partners~~energy ~~can~~harvesting ~~supply~~capability ~~customers~~(indoor ~~directly~~and outdoor) will enable completely wireless, “place ~~from~~and ~~which~~forget” ~~the~~sensor ~~Company~~systems ~~expects~~for many vertical IoT sensor markets to ~~receive~~include agriculture, ecology, building automation, ~~license~~medical, ~~royalties.~~energy ~~Additionally~~infrastructure, ~~these~~military, ~~manufacturing~~wearables, ~~partners~~and ~~can~~other ~~also~~applications. ~~serve~~Nanoflex aswill alaunch ~~source~~its first line of ~~III-V~~energy ~~solar~~harvesting sensors ~~cell~~in ~~supply~~2020. ~~for~~NanoFlex ~~the~~will ~~Company to~~manufacture ~~provide~~and ~~products~~market these IoT sensors direct to customers onand ~~its~~with ~~own~~partners. ~~through~~We aexpect ~~“fab~~to work with well-~~less”~~positioned commercial partners who can support manufacturing ~~model,~~and ~~particularly~~marketing incapabilities ~~the~~to ~~early~~enable ~~stages of~~rapid ~~market~~commercial ~~development~~growth.

~~The Company is developing its own products~~In ~~and~~addition ~~working with industry partners~~ to ~~commercialize~~the ~~its~~wireless ~~technologies~~IoT ~~for~~sensors ~~key~~NanoFlex ~~applications where it believes they present compelling competitive advantage. For example, the Company~~ has ~~established~~received ~~an engineering team comprised of five full-time engineers to~~ support ~~the~~ ~~transfer and implementation of technologies~~ from ~~university~~the ~~laboratories~~DOE to ~~NanoFlex~~develop ~~products~~building ~~and~~integrated ~~industry partners’ commercial product designs and fabrication processes~~OPV. ToOn ~~this~~May ~~end~~20, 2019 ~~on August 26, 2015,~~ the Company ~~signed~~and aits ~~Joint~~development ~~Development~~partner, ~~Agreement with~~True ~~SolAero~~Metal ~~Technologies~~Solutions ~~Corp.~~ (~~“SolAero”~~TMS), ~~which~~were ~~provides~~awarded ~~for~~an ~~the~~SBIR ~~joint~~(Small ~~development~~Business ofInnovative ~~high efficiency solar cells~~Research) ~~utilizing~~Phase ~~the~~1 ~~Company’s~~grant ~~proprietary~~for ~~manufacturing~~$200,000. ~~processes~~The inoverall ~~conjunction~~scope ~~with~~of ~~SolAero’s~~the ~~advanced~~program ~~high~~is ~~efficiency solar~~to ~~cell~~design, ~~technologies.~~develop, ~~In May 2017~~manufacture, ~~SolAero~~and ~~was~~market ~~awarded~~the anfirst ~~approximately $6~~U.3S ~~million contract with the Army Research Laboratory~~building ~~(Mantech)~~integrated toorganic ~~design flexible folding~~ solar ~~panels~~modules ~~that~~for ~~fold~~building ~~and~~facades. ~~fit~~Our incompany ~~soldier~~brings ~~back~~with ~~packs~~it ~~and~~20+ ~~charge~~years ~~the~~of 25critical ~~pounds~~intellectual ~~of batteries~~property ~~typically~~development ~~carried~~on bythin afilm ~~soldier~~organic ~~into battle. These~~ solar ~~panels~~cells ~~utilize~~and ~~III-V~~combined ~~solar technology~~ with ~~NanoFlex~~TMS’ ~~process~~leadership ~~cost~~in ~~reduction intellectual~~designing ~~property~~ and ~~will~~manufacturing ~~generate~~building ~~approximately~~facade technology, ~~310~~we ~~watts~~together ~~under one sun and~~ will ~~weigh~~drive ~~approximately~~towards ~~three~~the ~~pounds~~first U.S. ~~The~~building ~~Company is~~integrated aorganic ~~subcontractor~~solar tomodules. ~~SolAero,~~With ~~and~~the ~~our~~anticipated ~~portion~~ award of ~~the~~Phase ~~contract~~II is~ ~~approximately~~ ($31.30M) ~~million~~in of2020 ~~which~~our ~~$1.6~~team ~~million~~will iscomplete ~~subcontracted to~~ the ~~University~~overall ofsystem ~~Michigan~~design ~~over~~and ascale ~~four-year~~this ~~period.~~technology Onto ~~February~~assemble ~~1, 2019 we were informed by SolAero that Mantech had terminated~~demonstration ~~the~~façade ~~contract~~systems ason ~~provided~~buildings ~~for~~ in the ~~agreement.~~Phoenix ~~The~~area ~~Company~~where ~~will~~our besubcontractor ~~fully~~already ~~reimbursed~~has ~~for~~the ~~all~~architectural, ~~costs~~building ~~incurred through that date. The~~owner, ~~Company~~and isgeneral ~~attempting~~contractor ~~to ascertain the reason for the cancellation~~relationships.

AsTo support ~~reported~~this inwork, ~~the~~our ~~Company’s~~OPV ~~Current Report~~and onIII-V ~~Form~~solar ~~8-K~~engineering ~~filed~~team ~~with~~operates ~~the~~out ~~SEC~~of onour ~~February~~development 7,and ~~2017,~~prototyping oncenter ~~February~~in 2,Ann ~~2017~~Arbor, Michigan. ~~the~~We ~~Company~~are ~~entered~~enhancing ~~into~~and aexpanding ~~License~~this ~~Agreement~~development facility with ~~SolAero~~ ~~pursuant~~the tosupport ~~which,~~of the ~~Company~~recently ~~agreed~~won toPhase ~~grant~~I ~~SolAero~~DOE afunding. ~~non-exclusive~~OPV modules ~~worldwide license~~ to ~~use,~~support ~~sell,~~both ~~offer~~our ~~for~~sensor ~~sale, import~~systems orand ~~otherwise~~building ~~dispose~~integrated ofdesigns ~~certain~~will ~~products~~be ~~(the~~manufactured ~~“Licensed~~in ~~Products”)~~a ~~using~~NanoFlex ~~the~~manufacturing ~~Company’s patented proprietary~~facility ~~manufacturing~~planned ~~processes~~for ~~relating~~construction toin ~~Gallium Arsenide-based photovoltaic cells (~~the ~~“Licensed Patents’) within the space and near~~2020-~~space~~ ~~fields~~2021 oftimeframe ~~use~~in ~~(the “Licensed Field”)~~Arizona. ~~SolAero~~NanoFlex is tocompleting ~~pay~~ the ~~Company~~IoT aelectronics ~~royalty~~hardware ~~based~~and onsoftware designs ~~sales~~and ofexpects ~~the Licensed~~to ~~Products~~outsource ~~within~~ the ~~Licensed~~system ~~Field.~~assembly ~~The~~and ~~agreement~~packaging ~~does not provide SolAero with the right~~ to ~~sublicense~~contract ~~the Licensed Patents~~assemblers. ~~The~~ ~~term~~NanoFlex ofwill ~~the~~sell ~~agreement~~and ~~runs~~market ~~from~~its ~~February 2, 2017, through the expiration date of the last expiring patent included in the Licensed~~IoT ~~Technology.~~sensors ~~However,~~under ~~each~~a ~~party~~new ~~may~~brand ~~terminate~~name ~~the~~and ~~agreement~~through ~~upon~~an aenhanced ~~material breach by the other party~~website.

ByWe are ~~establishing~~also ~~our~~pursuing ~~own~~sponsored ~~engineering~~development ~~team, we~~funding ~~have~~to ~~become~~generate ~~less~~revenue ~~reliant~~in onthe near-term as well as subsidize our ~~university~~product ~~partners~~development with non-dilutive financing. AsIn aconnection ~~result,~~with weour ~~have~~focus ~~suspended~~on ~~our~~potential government-sponsored research ~~agreement~~projects, ~~with~~on ~~the~~June 19, 2017, ~~University~~the Company announced that that it is part of ~~Southern~~a ~~California~~consortium ~~which~~that ~~covered~~was ~~our~~awarded ~~OPV~~a ~~technologies~~$6.3 Inmillion ~~addition,~~contract onfrom ~~August~~the 31Army Research Laboratory’s Army Research Office to develop high power, ~~2017~~flexible, weand ~~suspended~~lightweight ~~our~~solar ~~research~~panels for portable power applications. The consortium ~~agreements~~consists ~~with~~of NanoFlex, SolAero, the University of Michigan, and ~~established~~the aUniversity ~~time~~of Wisconsin. Pursuant to the foregoing and ~~materials~~as part of the consortium, SolAero was awarded a 4-year contract amounting to ~~access~~$6.3 ~~its~~million ~~LNF~~with ~~lab~~the asArmy ~~needed~~Research Lab (ARL) to ~~continue~~develop tosolar ~~commercialize~~power ~~our~~mats. ~~technologies~~SolAero has engaged the Company as a subcontractor for $3.3 ~~The~~million ~~University~~over 4 years of ~~Michigan~~which ~~research~~$1.6 ~~team~~million iswill be provided to the University of Michigan as a subcontractor to ~~NanoFlex~~the inCompany. ~~connection~~The Company’s contract with SolAero provides for direct reimbursement of the Company’s costs, including indirect overhead. On February 1, 2019 we were informed by SolAero ~~ARL~~that ~~Mantech~~the Army had suspended funding to support other priorities but kept the contract in place with the intention of refunding and proceeding ahead with the program. The Company was reimbursed for all costs incurred through that date.

~~The~~Having an ~~Company~~established istechnical ~~continuing~~team enables us to ~~seek~~more ~~additional~~effectively pursue and execute sponsored research projects from the Department ~~partners~~of ~~for~~Defense ~~its~~(“DoD”), ~~GaAs-based~~the ~~processes~~Department of Energy (“DOE”), and ~~technologies~~the National Aeronautics and ~~our~~Space ~~engineering~~Administration (“NASA”), ~~team~~each isof ~~focused~~which onhas ~~further~~interests ~~development~~in ofbusinesses ~~these~~that ~~processes and~~can deliver ultra-lightweight, high-efficiency solar technologies for ~~and~~demanding ~~their~~applications. ~~use~~However, inthere ~~NanoFlex~~can ~~manufactured~~be ~~and~~no ~~marketed~~assurance ~~products~~that the Company can effectively pursue such research projects, nor if it can, that such pursuit will be successful.

~~The~~As reported in the Company’s isForm in8-K filed with the ~~development~~SEC ~~stage as~~on itFebruary ~~has~~7, ~~not~~2017, ~~yet~~on ~~commercialized~~February ~~any~~2, ~~products~~2017, orthe ~~received~~Company ~~any~~entered ~~royalties~~into a ~~licensing~~License ~~its~~Agreement ~~intellectual~~with ~~property~~SolAero Technologies Corp. It(“SolAero”), ispursuant to which the ~~opinion~~Company agreed to grant SolAero a non-exclusive worldwide license to use, sell, offer for sale, import or otherwise dispose of certain products (the “Licensed Products”) using the Company’s ~~auditors’~~patented ~~that~~proprietary ~~there~~manufacturing isprocesses ~~substantial~~relating ~~doubt~~to ~~about~~Gallium Arsenide-based photovoltaic cells (the ~~Company’s~~“Licensed ~~ability~~Patents”) within the space and near-space fields of use (the “License Field”). SolAero is to ~~continue~~pay asthe Company a ~~going concern~~royalty based on ~~its~~sales ~~need~~of tothe ~~continue~~Licensed ~~raising~~Products ~~capital~~within the Licensed Field. The agreement does not provide SolAero with the right to ~~support~~sublicense ~~its~~the ~~activities~~Licensed Patents. The term of the agreement runs from February 2, 2017 through the expiration date of the last expiring patent included in the Licensed Technology. However, each party may terminate the agreement upon a material breach by the other party. On February 1, 2019 this agreement was terminated along with the ARL contract suspension.

~~Sponsored~~The Company ~~Research~~is continuing to seek additional partners for its GaAs-based processes and ~~License~~technologies ~~Agreements~~and our engineering team is focused on further development of these processes and technologies and their use in NanoFlex manufactured and marketed products.

~~Research~~The Company ~~and~~is in the development stage as it has not yet commercialized any products or received any royalties licensing its intellectual property. It is the opinion of the Company’s ~~high~~ ~~efficiency~~auditors’ ~~solar~~that ~~thin~~there ~~films~~is ~~and~~substantial ~~OPV~~doubt ~~technologies~~about ~~have~~the ~~been~~Company’s ~~conducted~~ability to incontinue ~~collaboration~~as ~~with~~a ~~University~~going ~~partners~~concern ~~through~~based ~~sponsored research~~on ~~agreements~~its need to continue raising capital to support its activities.

~~The Company established direct research~~Sponsored ~~and~~Research ~~development agreements with the University of Michigan (“Michigan”) on June 16, 2016, which were amended on July 21, 2016, to provide engineering support~~ and ~~facility~~License access associated with technology transfer and commercialization of its high efficiency thin film solar technologies. The Company suspended these research agreements with Michigan on August 31, 2017 and established a time and materials contract to access Michigan’s LNF lab as needed. The Company also subcontracted with Michigan to support the ARL Mantech contract.Agreements

~~A separate research agreement dated December~~Research ~~20, 2013, among the Company~~ and ~~the~~development ~~University~~ of ~~Southern California (“USC”) (~~the ~~“2013~~Company’s ~~Research Agreement”), governs research conducted by USC and Michigan on~~ high efficiency solar thin ~~film~~films and OPV technologies. ~~Michigan~~are isconducted ain ~~subcontractor~~collaboration towith ~~USC~~University onpartners ~~this~~through sponsored research ~~agreement~~agreements. ~~The 2013 Research Agreement expires on January 31, 2021.~~

OnThe Company ~~August~~established 8,direct ~~2016,~~research ~~the~~and ~~Company~~development ~~amended the~~agreements ~~2013~~with ~~Research~~Michigan ~~Agreement~~on ~~with~~June ~~USC~~16, ~~suspending~~2016, ~~the~~which ~~agreement~~were ~~effective~~amended ason ofJuly ~~August 15~~21, 2016., ~~The Company requested this amendment~~ to ~~temporarily~~provide ~~suspend~~engineering ~~its~~support ~~OPV-related~~and ~~sponsored~~facility ~~research~~access ~~activities~~associated towith ~~reduce~~technology ~~near-term~~transfer ~~expenditures~~and ~~while~~commercialization itof ~~seeks~~its ~~a development~~high ~~partner~~efficiency ~~for~~thin ~~OPV~~film ~~commercialization~~solar ~~and~~technologies. toSuch ~~allow~~research ~~the~~agreements ~~Company~~were toterminated ~~bring~~on ~~its~~August ~~account~~31, ~~with~~2017 ~~USC~~and ~~current~~replaced ~~through~~with a ~~payment plan. The suspension~~time isand tomaterials ~~continue~~contract ~~until~~for ~~the~~access ~~date~~to ~~that~~Michigan’s isLabs ~~30 days after expenses incurred~~ by ~~USC have been reimbursed by~~ the Company~~. Under this amendment, the Company was required to repay expenses to USC in quarterly installments through February 2018, unless earlier repaid at the Company~~’s ~~option~~technicians. ~~The amended agreement provides USC with the option to terminate the agreement upon any late installment payments. The final installment was paid in January 2018.~~

~~Under the Company’s currently effective~~A ~~License~~separate ~~Agreement,~~research asagreement ~~amended~~dated onDecember ~~August 22~~20, ~~2016~~2013, among the Company and USC, ~~Michigan, and Princeton University~~ (~~“Princeton”) (~~the “~~Fourth~~2013 ~~Amendment~~Research ~~to License~~ Agreement”), ~~wherein the Company has obtained the exclusive worldwide license and~~governs ~~right to sublicense any and all intellectual property resulting from the Company’s sponsored~~ research ~~agreements,~~conducted ~~the~~by ~~Company agreed~~USC ~~to pay for all reasonable~~ and ~~necessary~~Michigan ~~out~~on ofhigh ~~pocket~~efficiency ~~expenses~~thin ~~incurred~~film ~~in the preparation, filing, maintenance, renewal~~ and ~~continuation~~OPV ~~of patent applications designated by the Company~~technologies. InMichigan ~~addition, the Company~~ is ~~required~~a tosubcontractor ~~pay~~ to ~~the~~USC ~~Universities~~on 3%this ofresearch net sales of licensed products or licensed processes used, leased or sold by the Company, 3% of revenues received by the Company from the sublicensing of patent rights and 23% of revenues (net of costs and expenses, including legal fees) received by the Company from final judgments in infringement actions respecting the patent rights licensed under the agreement. AThe ~~previous amendment~~2013 toResearch ~~the License~~ Agreement ~~(the~~expires ~~Third~~on ~~Amendment~~January ~~to License Agreement dated December 20~~31, ~~2013) amended the minimum royalty section to eliminate the accrual of any such royalties until 2014~~2021. Furthermore, the amounts of the non-refundable minimum royalties, which would be applicable starting in 2014, were adjusted to be lower than the amounts in the previous License Agreement. Minimum royalties are $100,000 per year for the remainder of the contract.

~~There~~On August is8, ~~currently~~2016, nothe ~~ongoing~~Company ~~research activity~~amended atthe 2013 Research Agreement with USC, ~~Michigan~~suspending ~~and~~the ~~Princeton~~agreement effective as of August 15, 2016. The Company requested this amendment to suspend its OPV-related sponsored research activities to ~~the~~reduce ~~Company,~~near-term ~~although~~expenditures to allow the Company ~~maintains~~to ~~licensing~~bring ~~rights~~its account with USC current through a payment plan. The suspension is to ~~technology~~continue ~~previously~~until the date ~~developed~~that is 30 days after expenses incurred by USC have been reimbursed by the ~~universities~~Company. Under this amendment, the Company repaid expenses to USC in quarterly installments of $206,000 from November 2016 through February 2018.

~~During~~ Under the ~~years~~Company’s ~~ended~~currently ~~December~~effective 31License Agreement, ~~2018~~as amended on August 22, 2016, among the Company and USC, Michigan, and ~~2017~~Princeton (the “Fourth Amendment to License Agreement”), wewherein ~~incurred~~the ~~research~~Company ~~and~~has ~~development~~obtained ~~costs~~the ~~pertaining~~exclusive worldwide license and right to ~~our~~sublicense any and all intellectual property resulting from the Company’s sponsored research ~~efforts~~agreements, we have agreed to pay for all reasonable and ~~our~~necessary ~~establishment~~out of ~~our~~pocket expenses incurred in the preparation, filing, maintenance, ~~internal~~renewal ~~engineering~~and ~~team~~continuation of ~~$936~~patent applications designated by the Company. In addition,~~789~~ the Company is required to pay to USC 3% of net sales of licensed products or licensed processes used, leased or sold by the Company, 3% of revenues received by the Company from the sublicensing of patent rights and ~~$708~~23% of revenues (net of costs and expenses,~~840~~ including legal fees) received by the Company from final judgments in infringement actions respecting the patent rights licensed under the agreement. A previous amendment to the License Agreement (the Third Amendment to License Agreement dated December 20, ~~respectively~~2013) amended the minimum royalty section to eliminate the accrual of any such royalties until 2014. Furthermore, the amounts of the non-refundable minimum royalties, which would be applicable starting in 2014, were adjusted to be lower than the amounts in the previous License Agreement. Minimum royalties are $100,000 per year for the remainder of the contract.

~~Principal~~There is ~~Founding~~currently ~~Researchers~~no ongoing research activity at Princeton, USC and Michigan related to the Company, although the Company maintains licensing rights to technology previously developed there.

DrOn May 20, 2019 the Company and its development partner, True Metal Solutions (TMS) were awarded an SBIR (Small Business Innovative Research) Phase 1 grant for $200,000. ~~Stephen~~The Roverall scope of the program is to design, develop, manufacture, and market the first U.S ~~Forrest~~building ~~(University~~integrated organic solar modules for building facades. Our company brings with it 20+ years of critical intellectual property development on thin film organic solar cells and combined with TMS’ leadership in designing and manufacturing building facade technology, we together will drive towards the first U.S. building integrated organic solar modules. With the anticipated award of ~~Michigan~~Phase II ~ ($1.0M) in 2020 our team will buildings in the Phoenix area where our subcontractor already has the architectural, building owner, and general contractor relationships.

~~Professor Stephen R. Forrest has been working~~There ~~with~~is ~~the~~currently ~~Company~~no ~~since~~ongoing ~~1998~~research ~~under~~activity ~~the~~at ~~Company’s Sponsored Research Program with Princeton University,~~ USC, ~~and~~ Michigan~~. Professor~~ ~~Forrest is one of the Company’s Founding Research Scientists; his focus is on organic~~ and GaAs photovoltaics. In 2006, he rejoined the University of Michigan as Vice President for Research, and as the William Gould Dow Collegiate Professor in Electrical Engineering, Materials Science and Engineering, and Physics. A Fellow of the APS, IEEE and OSA and a member of the National Academy of Engineering, he received the IEEE/LEOS Distinguished Lecturer Award in 1996-97, and in 1998 he was co-recipient of the IPO National Distinguished Inventor Award as well as the Thomas Alva Edison Award for innovations in organic LEDs. In 1999, Professor Forrest received the MRS Medal for work on organic thin films. In 2001, he was awarded the IEEE/LEOS William Streifer Scientific Achievement Award for advances made on photodetectors for optical communications systems. In 2006 he received the Jan Rajchman Prize from the Society for Information Display for invention of phosphorescent OLEDs and is the recipient of the 2007 IEEE Daniel Nobel Award for innovations in OLEDs. Professor Forrest has been honored by Princeton ~~University~~related ~~establishing~~to the Stephen R. Forrest Faculty Chair in Electrical Engineering in 2012. Professor Forrest has authored 525 papers in refereed journals and has 247 patents. He is co-founder or founding participant in several companies and is on the Board of Directors of Applied Materials and PD-LDCompany, ~~Inc.~~although ~~He has also served from 2009-2012 as Chairman of~~ the ~~Board~~Company ~~of Ann Arbor SPARK, the regional economic development~~maintains ~~organization,~~licensing ~~and~~rights ~~serves on the Board of Governors of the Technion – Israel Institute of Technology, as well as the Vanderbilt University School of Engineering Board of Visitors. From 1979~~ to ~~1985,~~technology ~~Professor~~previously ~~Forrest~~developed worked at Bell Labs investigating photodetectors for optical communications. In 1992, Professor Forrest became the James S. McDonnell Distinguished University Professor of Electrical Engineering at Princeton University. He served as director of the National Center for Integrated Photonic Technology, and as Director of Princeton’s Center for Photonics and Optoelectronic Materials (POEM). From 1997-2001, he served as the Chair of the Princeton’s Electrical Engineering Department. He was appointed the CSM Visiting Professor of Electrical Engineering at the National University of Singapore from 2004-2009. In 2011, Professor Forrest was named number 13 of the top 100 most influential material scientists in the world by ~~Thomson-Reuters, based largely on his work with organic electronics. Professor Forrest is a graduate of~~ the ~~University of Michigan (MSc Physics, 1974 and PhD Physics, 1979) and the University of California at Berkeley (B~~universities.~~A. Physics, 1972).~~

3During the years ended December 31, 2019 and 2018, we incurred research and development costs pertaining to our sponsored research efforts and our establishment of our internal engineering team of $1,537,576 and $936,789, respectively.

~~Dr. Mark E. Thompson (University of Southern California)~~3

~~Professor Mark E. Thompson has been working~~Principal ~~with the Company since 1994 under the Company’s Sponsored Research Program with Princeton University, USC and Michigan. Professor Thompson is one of the Company’s~~ Founding Research Scientists and is a professor of Chemistry at USC. Professor Thompson, in conjunction with Professor Stephen R. Forrest, was instrumental in the discovery of phosphorescent materials central to the highly efficient OLED technology marketed by Universal Display Corporation (NASDAQ: OLED). In 2013, Professor Thompson was named a Fellow of the American Association for the Advancement of Science. In 2012, Professor Thompson received the prestigious Alexander von Humboldt Research Award. In 2011, Professor Thompson was named number 12 of the top 100 most influential chemists in the world by Thomson-Reuters, based largely on his work with organic electronics. In 2007, Professor Thompson was awarded USC’s Associate’s Award for Excellence in Research (given to one faculty member per year). In 2006, he was awarded the MRS Medal by the Materials Research Society, and in the same year, Professors Forrest and Thompson were the co-recipients of the Jan Rajchman Prize from the Society for Information Display. Both the MRS medal and the Rajchman Prize were based on the invention of phosphorescent OLEDs. In 1998, Professor Thompson was co-recipient of The Intellectual Property Owners Association National Distinguished Inventor Award as well as the Thomas Alva Edison Award for innovations in organic LEDs. Professor Thompson joined The University of Southern California in 1995, and from 2005 through 2008, he served as the Department of Chemistry Chairman at USC. From 1987 to 1995, Professor Thompson worked at Princeton University. From 1985 to 1987, Professor Thompson worked at Oxford University and was an S.E.R.C. Research Fellow. From 1983 to 1985, Professor Thompson worked at E.I. duPont de Nemours & Company as a Visiting Scientist. Professor Thompson has authored over 200 papers in refereed journals and has 75 patents. Professor Thompson is a graduate of the California Institute of Technology (Ph.D. Inorganic Chemistry, 1985) and the University of California Berkley (B.S. Chemistry with honors, 1980).Researchers

~~Philosophy~~Dr. Stephen ~~and~~R. ~~Approach~~Forrest (University of Michigan)

~~The~~Professor Stephen R. Forrest has been working with the Company issince ~~currently~~1998 ~~focusing~~under ~~its~~the ~~efforts~~Company’s Sponsored Research Program with Princeton University, USC, and Michigan. Professor Forrest is one of the Company’s Founding Research Scientists; his focus is on ~~its~~organic and ~~architectures~~GaAs photovoltaics. In 2006, ~~manufacturing~~he ~~processes~~rejoined the University of Michigan as Vice President for Research, and ~~technologies~~as tothe ~~provide~~William ~~manufacturers~~Gould Dow ofCollegiate ~~compound~~Professor ~~semiconductor~~in ~~solar~~Electrical ~~cells~~Engineering, Materials Science and Engineering, and Physics. A Fellow of the APS, IEEE ~~with~~and OSA and a member of the ~~capability~~National Academy of ~~producing~~Engineering, ~~ultra-high~~he ~~efficiency~~received ~~GaAs~~the ~~solar~~IEEE/LEOS ~~cells~~Distinguished Lecturer Award in ~~thin~~1996-~~film~~97, and ~~form~~in ~~factors~~1998 athe awas ~~substantially~~co-recipient ~~reduced~~of ~~cost~~the IPO National Distinguished Inventor Award as well as the Thomas Alva Edison Award for innovations ~~that~~in isorganic ~~competitive~~LEDs. ~~with~~In ~~existing~~1999, ~~thin-film~~Professor ~~solar~~Forrest ~~technologies~~received the MRS Medal for work on organic thin films. WeIn ~~believe~~2001, ~~this~~he ~~has~~was awarded the IEEE/LEOS ~~potential~~William toStreifer ~~open~~Scientific ~~new~~Achievement ~~market~~Award ~~segments~~for ~~such~~advances made on photodetectors for optical communications systems. asIn ~~portable~~2006 ~~field~~he ~~generation,~~received ~~mobile~~the ~~power,~~Jan ~~BAPV,~~Rajchman ~~BIPV~~Prize from the Society for Information Display for invention of phosphorescent OLEDs and is ~~aerospace~~the ~~which~~recipient ~~are~~of ~~not~~the ~~well-served~~2007 IEEE Daniel Nobel Award for innovations in OLEDs. Professor Forrest has been honored by ~~crystalline~~Princeton University ~~silicon~~establishing ~~solar~~the ~~technologies~~Stephen R. Forrest Faculty Chair in Electrical Engineering in 2012. Professor Forrest has authored ~~The~~525 ~~Company~~papers in refereed journals and has 247 patents. He is co-founder or founding participant in several companies and is on the Board of Directors of Applied Materials and PD-LD, Inc. He has also ~~seeking~~served ~~partners~~from to2009-2012 ~~commercialize~~as ~~its~~Chairman ~~OPV~~of ~~thin~~the ~~film~~Board ~~solar~~of ~~technologies~~Ann ~~which~~Arbor SPARK, ~~aim~~the regional economic development organization, and serves on the Board of Governors of the Technion – Israel Institute of Technology, as well as the Vanderbilt University School of Engineering Board of Visitors. From 1979 to ~~provide~~1985, ~~highly~~Professor ~~flexible~~Forrest ~~solar~~worked ~~energy~~at ~~solutions~~Bell Labs investigating photodetectors for ~~new~~optical ~~applications~~communications. ~~such~~In 1992, Professor Forrest became the James S. McDonnell Distinguished University Professor of Electrical Engineering at Princeton University. He served as ~~BIPV~~director ~~(semi-transparent~~of ~~solar~~the ~~films~~National Center for ~~glass)~~Integrated Photonic Technology, and ~~ultra-thin~~as ~~films~~Director of Princeton’s Center for ~~coatings~~Photonics and Optoelectronic Materials (POEM). onFrom ~~automobiles~~1997-2001, ~~other~~he ~~applications~~served ~~that~~as ~~demand~~the ~~design~~Chair ~~flexibility~~of ~~and~~the ~~light~~Princeton’s ~~weight~~Electrical ~~and~~Engineering ~~solar~~Department. ~~powered~~He ~~IoT~~was ~~sensors~~appointed the CSM Visiting Professor of Electrical Engineering at the National University of Singapore from 2004-2009. ~~Additionally~~In 2011, Professor Forrest was named wenumber ~~believe~~13 ~~OPV~~of ~~technologies~~the ~~have~~top 100 most influential material scientists in the ~~potential~~world toby ~~achieve~~Thomson-Reuters, based largely on his work with organic electronics. Professor Forrest is a ~~very~~graduate ~~low-cost~~of ~~structure~~the ~~relative~~University toof ~~other~~Michigan ~~solar~~(MSc ~~technologies~~Physics, ~~due~~1974 ~~to minimal~~and ~~material~~PhD ~~usage~~Physics, 1979) and the ~~compatibility~~University ~~with~~of ~~roll-to-roll~~California ~~processing~~at Berkeley (B.A. Physics, 1972).

~~The Company plans to license or sublicense its intellectual property to industry partners and customers~~Dr. ~~These manufacturing partners can supply customers directly, but also~~ ~~serve~~Mark ~~as a source of solar cell supply for the Company to provide products to customers on its own, particularly in the early stages of market development~~E. ~~This~~Thompson ~~business~~(University model is oriented around licensing and sublicensing processes and technologies to large, well-positioned commercial partners who can provide manufacturing and marketing capabilities to enable rapid commercial growth. This model is also intended to quickly establish the Company as an important player in the solar industry with rapid, high-margin revenue growth. Potential partners for our high efficiency technologies include current manufacturers of ~~compound~~Southern semiconductor solar cells, who recognize the potential for our technology to dramatically reduce production costs, improve their margins, and open new market opportunities. Potential partners for our OPV technologies include manufacturers of electronics, including organic electronics, existing developers of OPV solar technologies, producers of advanced materials and films, manufacturers of building materials, and glass manufacturers. California)

InProfessor Mark ~~addition,~~E. Thompson has been working with the Company ~~believes~~since ~~that there~~1994 ~~are~~under ~~several~~the ~~avenues~~Company’s ~~for~~Sponsored ~~early~~Research ~~revenue~~Program ~~generation~~with ~~that~~Princeton University, ~~become~~USC ~~possible~~and ~~with~~Michigan. ~~the~~Professor ~~establishment~~Thompson is one of ~~its~~the ~~developmental~~Company’s ~~engineering~~Founding Research Scientists and is a professor ~~team~~of Chemistry at USC. ~~First~~Professor ~~among~~Thompson, ~~these~~in ~~avenues~~conjunction iswith ~~government~~Professor ~~funding~~Stephen R. ~~The~~Forrest, ~~Department~~was instrumental in the discovery of phosphorescent ~~Energy~~materials central to the highly efficient OLED technology marketed by Universal Display Corporation (~~“DOE”~~NASDAQ: OLED). In 2013, ~~Department~~Professor Thompson was named a Fellow of ~~Defense~~the American Association for the Advancement of Science. In 2012, Professor Thompson received the prestigious Alexander von Humboldt Research Award. In 2011, Professor Thompson was named number 12 of the top 100 most influential chemists in the world by Thomson-Reuters, based largely on his work with organic electronics. In 2007, Professor Thompson was awarded USC’s Associate’s Award for Excellence in Research (~~“DoD”~~given to one faculty member per year). In 2006, he was awarded the MRS Medal by the Materials Research Society, and in the same year, Professors Forrest and Thompson were the co-recipients of the Jan Rajchman Prize from the Society for Information Display. Both the MRS medal and the Rajchman Prize were based on the invention of phosphorescent OLEDs. In 1998, Professor Thompson was co-recipient of The Intellectual Property Owners Association National ~~Aeronautics~~Distinguished Inventor Award as well as the Thomas Alva Edison Award for innovations in organic LEDs. Professor Thompson joined The University of Southern California in 1995, and ~~Space~~from ~~Administration~~2005 ~~(“NASA”)~~through ~~all~~2008, ~~have~~he ~~interests~~served as the Department of Chemistry Chairman at USC. From 1987 to 1995, Professor Thompson worked at Princeton University. From 1985 to 1987, Professor Thompson worked at Oxford University and was an S.E.R.C. Research Fellow. From 1983 to 1985, Professor Thompson worked at E.I. duPont de Nemours & Company as a Visiting Scientist. Professor Thompson has authored over 200 papers in ~~technologies~~refereed ~~that~~journals and ~~can~~has ~~deliver~~75 ~~lightweight~~patents. Professor Thompson is a graduate of the California Institute of Technology (Ph.D. Inorganic Chemistry, 1985) ~~high-efficiency~~and ~~solar~~the ~~power~~University ~~that~~of ~~contribute~~California ~~toward~~Berkley ~~ubiquitous~~(B.S. ~~solar~~Chemistry with honors, 1980).

~~The Company also anticipates that advancements~~Philosophy ~~achieved by its engineering team can attract other industry partners to acquire early licenses to use its intellectual property. Finally, new licenses~~ and agreements can be made possible by ongoing technology development, especially that relating to perfecting and broadening of the Company’s intellectual property in ultra-thin-film semi-transparent organic solar cells.Approach

4The Company is currently focusing its efforts on its architectures, manufacturing processes, and technologies to provide manufacturers of compound semiconductor solar cells with the capability of producing ultra-high efficiency GaAs solar cells in thin-film form factors at a substantially reduced cost that is competitive with existing thin-film solar technologies. We believe this has the potential to open new market segments such as portable field generation, mobile power, BAPV, BIPV and aerospace which are not well-served by crystalline silicon solar technologies. The Company is also seeking partners to commercialize its OPV thin film solar technologies which aim to provide highly flexible solar energy solutions for new applications such as BIPV (semi-transparent solar films for glass) and ultra-thin films for coatings on automobiles, other applications that demand design flexibility and light weight and solar powered IoT sensors. Additionally, we believe OPV technologies have the potential to achieve a very low-cost structure relative to other solar technologies due to minimal material usage and compatibility with roll-to-roll processing.

~~High Efficiency Thin Film Solar Technologies~~4

The Company’s ~~first~~plans ~~technology~~to ~~platform is~~license ~~focused~~or onsublicense ~~improving~~its ~~the~~intellectual ~~manufacturing~~property ~~process~~to industry partners and ~~device~~customers. ~~architecture~~These manufacturing partners can supply customers directly, but also serve as a source of solar ~~cells~~cell ~~based~~supply onfor ~~III-V~~the ~~compound~~Company ~~semiconductors,~~to provide products to customers ~~including~~on ~~GaAs~~its own, ~~and~~particularly isin ~~currently~~the ~~advancing~~early ~~toward~~stages ~~commercialization~~of market development. ~~GaAs~~This isbusiness amodel ~~key~~is ~~component~~oriented ofaround ~~many~~licensing ~~ultrahigh-performance~~and ~~electronic~~sublicensing ~~technologies~~processes ~~used~~and intechnologies ~~cellular~~to ~~telephones~~large, ~~and~~well-positioned ~~military~~commercial ~~applications.~~partners ~~The~~who ~~very~~can ~~highest~~provide ~~single-junction~~manufacturing and ~~multi-junction~~marketing ~~solar cell~~capabilities ~~efficiencies~~to ~~(approximately~~enable ~~29%~~rapid ~~and~~commercial ~~44%,~~growth. ~~respectively,~~This ~~according~~model is also intended to quickly establish the ~~National~~Company ~~Renewable~~as ~~Energy~~an ~~Laboratory~~important ~~(“NREL”)) are~~player ~~based~~in onthe solar ~~GaAs.~~industry ~~However~~with rapid, ~~they~~high-margin ~~are~~revenue ~~prohibitively~~growth. ~~expensive~~Potential partners for ~~mass~~our ~~markets~~high ~~and~~efficiency ~~hence~~technologies ~~are~~include ~~only~~current manufacturers ~~considered~~of compound semiconductor solar cells, who recognize the potential for ~~specialty~~our ~~applications where~~technology ~~performance~~to ~~and~~dramatically ~~weight~~reduce ~~requirements~~production costs, ~~outweigh~~improve ~~cost~~their ~~considerations~~margins, ~~such~~and asopen ~~space-borne~~new ~~applications~~market opportunities. ~~Broader~~Potential ~~market~~partners ~~acceptance~~for our OPV technologies include manufacturers of ~~ultra-high~~electronics, ~~efficiency~~including ~~compound~~organic ~~semiconductor~~electronics, existing developers of OPV solar technologies, ~~requires~~producers ~~substantial~~of ~~cost~~advanced ~~reductions~~materials and films, manufacturers of building materials, and glass manufacturers.

~~The Company’s patented technology~~In ~~has~~addition, the ~~potential~~Company tobelieves ~~enable~~that ~~these~~there ~~cost~~are ~~reductions~~several ~~by:~~avenues ~~(1)~~for ~~reducing~~early ~~the~~revenue ~~cost~~generation ofthat ~~the~~became ~~solar~~possible ~~cell~~with bythe ~~re-using expensive GaAs source~~establishment ~~material~~of ~~and~~its ~~(2)~~developmental ~~using~~engineering ~~mini-concentrators~~team. toFirst ~~decrease~~among ~~the~~these ~~size~~avenues ofis ~~the~~government ~~active~~funding. ~~solar~~The ~~cell~~Department ~~used~~of ~~within~~Energy ~~a solar module. Furthermore~~(“DOE”), ~~the~~Department ~~Company’s technology combines the high-power conversion efficiency~~ of ~~compound~~Defense ~~semiconductor~~(“DoD”), ~~solar~~and ~~cells~~National ~~with~~Aeronautics ~~an extremely light weight~~ and ~~flexible~~Space ~~form~~Administration ~~factor~~(“NASA”) ~~that~~all ~~meets~~have ~~requirements~~interests in ~~for~~technologies ~~applications~~ that ~~are~~can ~~not~~deliver ~~well-served by crystalline silicon technologies~~lightweight, ~~due~~high-efficiency tosolar ~~heavy~~power ~~weight~~that ~~and~~contribute ~~rigidity,~~toward orubiquitous ~~by other thin films due to low power conversion efficiency~~solar.

The ~~primary cost in fabricating GaAs-based~~ ~~solar~~Company ~~cells~~also isanticipates ~~the~~that ~~very~~advancements ~~high~~achieved ~~cost~~by ofits ~~the~~engineering ~~GaAs~~team ~~substrates~~can onattract ~~which~~other ~~the~~industry ~~thin~~partners ~~active~~to ~~region~~acquire ~~(called the epitaxial layers) is grown.~~early ~~These~~licenses ~~substrates,~~to oruse ~~“parent~~its ~~wafers,”~~intellectual ~~constitute the largest portion of the total cost of a GaAs-based solar cell~~property. ~~During~~ ~~the fabrication process currently used in industry~~Finally, ~~these~~new ~~expensive~~licenses ~~parent~~and ~~wafers~~agreements ~~are~~can ~~destroyed~~be ~~when~~made ~~the~~possible ~~solar~~by ~~cell~~ongoing ~~layer is~~technology ~~removed~~development, ~~yielding only a single solar thin film for each expensive parent wafer. Existing GaAs solar cell fabricators continue~~ toespecially ~~seek~~that ~~methods~~relating to ~~prevent~~perfecting ~~damage to the parent wafer to enable multiple re-growths thereby fabricating multiple solar thin films from a single parent wafer. The Company, through its researchers, has developed an architecture~~ and ~~process~~broadening ~~enabling the active solar cell layer (approximately 1/1,000th~~ of the ~~thickness~~Company’s ofintellectual aproperty ~~human hair) to be removed from the parent wafer on which it is grown~~ in ~~a non~~ultra-~~destructive manner without degradation in surface area, thereby allowing for the re~~thin-~~use~~film ~~of the wafer multiple times.~~semi-transparent ~~Further,~~organic ~~lab tests also reflect no degradation in~~ solar ~~cell performance from each growth and removal cycle~~cells.

~~We believe this patented ND-ELO process~~High ~~revolutionizes~~Efficiency ~~the~~Thin ~~cost~~Film ~~structure~~Solar of GaAs-based compound semiconductor solar cell technology, allocating the high cost of the parent wafer to multiple solar thin films, substantially reducing the total cost per watt for each solar cell. Further, as part of the ND-ELO process, the ultra-thin photovoltaic layer is bonded to a flexible and thin secondary substrate such as plastic or metal foil using our adhesive-free, lightweight, ultra-strong and flexible process called cold-weld bonding. The cold-weld bonding process enables highly flexible and lightweight thin film solar cells.Technologies

~~A second aspect of the~~ The Company’s ~~high~~ ~~efficiency~~first ~~thin~~technology ~~film~~platform ~~solar~~is ~~technology~~focused ~~centers~~ on ~~minimizing~~improving the ~~required~~manufacturing ~~size~~process ofand ~~the~~device ~~high-efficiency~~architecture of solar ~~cell through the~~cells ~~use~~based ofon ~~mini~~III-~~concentrators~~V compound semiconductors, ~~thereby~~including ~~further~~GaAs, ~~reducing~~and ~~cost.~~is Incurrently ~~this~~advancing ~~design,~~toward ~~narrow~~commercialization. ~~strips~~GaAs oris ~~small~~a ~~area~~key ~~thin-film~~component of ~~cells~~many ~~are~~ultrahigh-performance ~~placed at~~electronic ~~the~~technologies ~~trough~~used ofin ~~low-profile~~cellular ~~plastic~~telephones ~~parabolic~~and ~~concentrators~~military applications. The ~~concentrators~~very ~~harvest~~highest single-junction ~~solar~~and ~~energy~~multi-junction ~~using~~solar acell ~~wide~~efficiencies ~~acceptance~~(approximately ~~angle~~ 29% and ~~focus~~44%, itrespectively, ~~into~~according to the ~~small~~National Renewable ~~solar~~Energy ~~cell.~~Laboratory ~~This~~(“NREL”)) ~~enables~~are ~~solar~~based ~~energy~~on ~~harvesting~~GaAs. ~~throughout~~However, ~~the~~they ~~day~~are prohibitively expensive for mass markets and ~~the~~hence ~~integrated~~are ~~device~~only isconsidered ~~able to~~for ~~capture~~specialty ~~approximately~~applications ~~the~~where ~~equivalent~~performance ~~energy~~and ~~production~~weight ~~density~~requirements ~~(measured~~outweigh incost ~~kW-hrs/m2)~~considerations, such as aspace-borne ~~full~~applications. Broader market acceptance of ultra-~~sized~~high ~~solar~~efficiency ~~cell~~compound atsemiconductor asolar ~~substantially~~technologies ~~reduced~~requires substantial cost reductions.

~~With~~The Company’s ~~the~~patented ~~combination~~technology ofhas the ~~high~~potential ~~conversion efficiencies~~to ofenable ~~compound~~these ~~semiconductor~~cost ~~solar~~reductions ~~cells~~by: ~~and~~(1) reducing the cost ~~reductions~~of ~~associated~~the ~~with~~solar ~~implementing~~cell by ~~our~~re-using ~~proprietary~~expensive ~~ND-ELO processes~~GaAs source material and (2) using mini-~~concentration~~concentrators ~~technologies,~~to wedecrease ~~believe~~ the ~~costs~~size of ~~ultra-~~the active solar cell used within a solar module. Furthermore, the Company’s technology combines the high-power conversion efficiency ~~GaAs-based~~of compound semiconductor solar cells ~~can~~with ~~approach cost-per-Watt~~an ~~metrics~~extremely ~~associated~~light ~~with~~weight ~~competing~~and ~~solar~~flexible ~~technologies,~~form ~~particularly~~factor ~~thin~~that ~~films~~meets ~~such~~requirements asfor ~~CIGS,~~applications ~~while~~that ~~providing~~are ~~substantial~~not well-served ~~performance~~by ~~advantages~~crystalline ~~associated~~silicon ~~with~~technologies, ~~power~~due ~~per~~to ~~surface~~heavy ~~area~~weight and rigidity, or by other thin films due to low power ~~per~~conversion ~~weight~~efficiency.

5The primary cost in fabricating GaAs-based solar cells is the very high cost of the GaAs substrates on which the thin active region (called the epitaxial layers) is grown. These substrates, or “parent wafers,” constitute the largest portion of the total cost of a GaAs-based solar cell. During the fabrication process currently used in industry, these expensive parent wafers are destroyed when the solar cell layer is removed, yielding only a single solar thin film for each expensive parent wafer. Existing GaAs solar cell fabricators continue to seek methods to prevent damage to the parent wafer to enable multiple re-growths thereby fabricating multiple solar thin films from a single parent wafer. The Company, through its researchers, has developed an architecture and process enabling the active solar cell layer (approximately 1/1,000th of the thickness of a human hair) to be removed from the parent wafer on which it is grown in a non-destructive manner without degradation in surface area, thereby allowing for the re-use of the wafer multiple times. Further, lab tests also reflect no degradation in solar cell performance from each growth and removal cycle.

~~Organic Photovoltaic Technologies~~5

~~The~~We believe ~~Company’s~~this ~~second~~patented ~~technology~~ND-ELO ~~platform is~~process ~~based~~revolutionizes onthe ~~flexible,~~cost ~~thin~~structure of GaAs-~~film~~based ~~OPV~~compound ~~technologies~~semiconductor ~~that~~solar ~~have~~cell ~~been~~technology, allocating ~~researched~~the ~~and~~high ~~developed~~cost ~~over~~of the ~~last~~parent ~~two~~wafer ~~decades~~to bymultiple ~~our~~solar ~~sponsored research~~thin ~~partners.~~films, ~~Relative~~substantially toreducing ~~other~~the total cost per watt for each solar ~~technologies~~cell. Further, weas ~~believe~~part ~~OPV~~of ~~presents~~the ~~compelling~~ND-ELO ~~advantages~~process, ~~relating~~the ultra-thin photovoltaic layer is bonded to ~~form~~a ~~factor flexibility~~flexible and ~~aesthetics~~thin secondary substrate such as plastic or metal foil using our adhesive-free, lightweight, ultra-strong and ~~has~~flexible ~~the~~process ~~potential~~called tocold-weld bonding. ~~realize~~The ~~extremely~~cold-weld ~~low~~bonding ~~production~~process ~~costs~~enables highly flexible and lightweight thin film solar cells.

~~Because~~A second ~~the~~aspect ~~organic~~of ~~films~~the ~~are~~Company’s ~~lightweight and~~high ~~extremely~~efficiency thin ~~(in~~film ~~this~~solar ~~case~~technology ~~the~~centers ~~entire~~on ~~structure~~minimizing isthe ~~approximately~~required ~~1/10,000th~~size of the high-efficiency ~~thickness~~solar ofcell athrough ~~human~~the ~~hair)~~use of mini-concentrators, ~~they~~thereby ~~can~~further bereducing cost. In this design, narrow strips ~~made~~or ~~semitransparent~~small ~~and~~area ~~adjusted~~thin-film tocells ~~any~~are ~~desirable~~placed ~~color~~at the trough of low-profile plastic parabolic concentrators. AsThe concentrators harvest solar energy using a ~~result,~~wide weacceptance ~~believe~~angle ~~there~~and ~~are~~focus ~~significant~~it ~~opportunities~~into tothe ~~achieve heretofore~~small ~~unrealizable~~solar ~~applications~~cell. ~~such~~This asenables ~~window~~solar ~~glazing~~energy harvesting throughout the day and ~~ultra-thin~~the ~~films~~integrated ordevice ~~coatings~~is able to becapture ~~incorporated~~approximately ~~into~~the ~~non~~equivalent energy production density (measured in kW-~~conformal~~hrs/m2) oras ~~non~~a full-~~planar~~sized ~~surfaces~~solar cell at a substantially reduced cost.

~~OPV technologies have potential to achieve~~With athe ~~very~~combination ~~low-cost structure, derived from low materials cost and highly efficient roll-to-roll processing. The ultra-thin layer~~ of ~~OPV~~ ~~requires~~the ~~small~~high ~~quantities~~conversion ofefficiencies ~~materials. Furthermore, layers~~ of ~~OPV~~compound ~~material~~semiconductor ~~can~~solar becells ~~deposited~~and ~~directly~~the ~~onto~~cost ~~plastic~~reductions orassociated ~~metal~~with ~~foils~~implementing ~~and~~our ~~there~~proprietary ~~is no need for energy~~ND-~~intensive~~ELO ~~fabrication~~ processes ~~required~~and bymini-concentration ~~other solar~~ technologies, ~~such~~we asbelieve ~~silicon. Rather, there is~~ the ~~opportunity~~costs toof ~~“print”~~ultra-high ~~organic~~efficiency GaAs-based solar cells ~~onto~~can ~~continuous~~approach ~~rolls of plastic in high~~cost-~~speed~~per-Watt ~~and~~metrics ~~low~~associated ~~energy intensity~~with ~~manufacturing~~competing ~~process. We believe the potential for printed electronics - making~~ solar ~~films~~technologies, ~~roll-to-roll~~particularly ~~rather~~thin ~~than~~films bysuch ~~batch~~as ~~processing~~CIGS, -while ~~makes~~providing ~~OPV~~substantial aperformance ~~potentially~~advantages ~~revolutionary~~associated ~~step~~with inpower ~~the~~per ~~widespread~~surface ~~acceptance~~area and ~~deployment~~power ofper ~~solar energy~~weight.

~~The Company’s approach has been to~~Organic ~~advance~~Photovoltaic all dimensions of OPV technology, including the invention and development of new materials, new high efficiency device architectures, and high-speed, low-energy-intensity production processes such as organic vapor phase deposition and solar cell modulization.Technologies

~~OPV~~The Company’s ~~form~~second ~~factor~~technology ~~flexibility~~platform ~~offers the~~is ~~potential~~based ~~for~~on ~~solutions~~flexible, inthin-film ~~various~~OPV ~~tints~~technologies ~~and~~that ~~transparencies,~~have ~~offering~~been ~~unique~~researched ~~solutions~~and ~~well-suited~~developed over ~~for~~the ~~BIPV~~last ~~applications,~~two ~~including facades,~~decades ~~curtain~~by ~~walls,~~our ~~skylights,~~sponsored ~~and~~research ~~windows~~partners. ~~Our~~Relative ~~discussions~~to ~~with~~other ~~architects~~solar ~~emphasize~~technologies, awe ~~need~~believe ~~for~~OPV ~~BIPV~~presents ~~solutions~~compelling advantages ~~offering~~relating ~~design~~ to form factor flexibility and ~~high-quality~~ aesthetics. ~~Furthermore,~~and ~~OPV~~has ~~also offers~~ the potential ~~for very low costs due~~ to ~~its~~realize extremely low ~~material usage~~production ~~and suitability for roll-to-roll processing~~costs.

~~Intellectual~~Because the ~~Property~~organic films are lightweight and extremely thin (in this case the entire structure is approximately 1/10,000th of the thickness of a human hair), they can be made semitransparent and adjusted to any desirable color. As a result, we believe there are significant opportunities to achieve heretofore unrealizable applications such as window glazing and ultra-thin films or coatings to be incorporated into non-conformal or non-planar surfaces.

~~The Company is engaged in the research,~~OPV ~~development, and commercialization of advanced photovoltaic~~ technologies ~~that~~have ~~enable~~potential ~~thin~~to ~~film~~achieve ~~solar~~a ~~products~~very ~~with what we believe can be industry~~low-~~leading~~cost ~~efficiencies~~structure, ~~light~~derived ~~weight,~~from ~~flexibility, and~~ low ~~total~~materials ~~system~~ cost. ~~Our~~and ~~sponsored~~highly ~~research~~efficient ~~programs at~~roll-to-roll ~~the~~processing. ~~University~~The ofultra-thin ~~Southern~~layer ~~California~~of ~~(“USC”),~~OPV ~~the~~requires ~~University~~small quantities of ~~Michigan~~materials. ~~(“Michigan”)~~Furthermore, ~~and~~layers ~~Princeton~~of ~~University (“Princeton”)~~OPV ~~have~~material ~~resulted~~can inbe andeposited directly ~~extensive~~onto ~~portfolio~~plastic ofor ~~issued~~metal foils and ~~pending~~there ~~patents~~is ~~worldwide~~no ~~covering~~need ~~flexible,~~for ~~thin~~energy-~~film photovoltaic~~intensive ~~technologies.~~fabrication ~~Pursuant~~processes torequired ~~our~~by ~~license~~other ~~agreement~~solar ~~with~~technologies, such ~~our~~as ~~university~~silicon. ~~research partners~~Rather, wethere ~~have~~is ~~obtained~~ the ~~exclusive worldwide~~opportunity ~~license and right~~ to ~~sublicense~~“print” ~~any~~organic ~~and~~solar ~~all~~cells ~~intellectual~~onto ~~property~~continuous ~~which~~rolls ~~resulted~~of ~~from sponsored research programs with~~plastic ~~the~~in ~~universities.~~high-speed ~~While~~and ~~each~~low ~~patent~~energy isintensity ~~issued~~manufacturing inprocess. ~~the~~We ~~name~~believe of the ~~respective~~potential ~~university~~for ~~that~~printed ~~developed~~electronics ~~the~~- ~~subject~~making ~~technology, the~~solar ~~Company~~films ~~has~~roll-to-roll ~~exclusive~~rather ~~commercial~~than ~~license~~by ~~rights~~batch toprocessing ~~all~~- ofmakes ~~the~~OPV ~~patents~~a ~~and~~potentially ~~their~~revolutionary ~~attendant~~step ~~technologies,~~in ~~and~~ the ~~patents~~widespread ~~are~~acceptance ~~referred~~and todeployment ~~herein~~of assolar ~~being the Company’s patents~~energy.

~~As of December 31, 2018, there were approximately~~The 81Company’s ~~issued~~approach ~~patents~~has ~~and~~been 41to ~~pending~~advance ~~non-provisional~~all ~~applications,~~dimensions ~~and~~of ~~one~~OPV ~~pending provisional application. In addition~~technology, ~~in countries and regions outside the U.S.,~~ including, but not limited to, China, European Patent Convention, India, Japan, Korea and Taiwan, there were a total of approximately 50 issued patents and 128 pending patent applications. These numbers exclude issued and pending patents that the ~~Company~~invention ~~has identified for abandonment to optimize its patent portfolio~~ and ~~reduce~~development ~~unnecessary or redundant costs while still protecting critical technologies. The duration~~ of ~~the issued U.S. and foreign patents is typically 20 years from their~~new ~~respective first effective filing dates. In addition to our issued patents set forth above~~materials, wenew ~~have~~high ~~numerous~~efficiency ~~patent~~device ~~applications in process. While each patent is issued in the name of the respective university that developed the subject technology~~architectures, ~~the Company has exclusive commercial license rights to all of the patents~~ and ~~their attendant technologies~~high-speed, ~~and~~low-energy-intensity ~~the~~production ~~patents~~processes ~~are~~such ~~referred~~as toorganic ~~herein~~vapor asphase ~~being~~deposition ~~the~~and ~~Company’s~~solar ~~patents~~cell modulization.

~~These patented and patent-pending technologies~~OPV’s ~~fall~~form ~~into~~factor ~~two~~flexibility ~~general~~offers ~~categories~~the –potential ~~(1) cost reducing and performance-enhancing fabrication processes and device architectures~~ for ~~ultra-high~~solutions ~~efficiency~~in ~~Gallium~~various ~~Arsenide~~tints ~~(“GaAs”)-based solar thin films~~ and ~~(2) organic photovoltaic (“OPV”) materials~~transparencies, ~~architectures,~~offering ~~and~~unique ~~fabrication~~solutions ~~processes~~ well-suited for ~~low~~BIPV ~~cost~~applications, ~~ultra-thin~~including ~~solar~~facades, ~~films~~curtain ~~offering high quality aesthetics~~walls, ~~such as semi-transparency and tinting~~skylights, and ~~highly flexible form factors~~windows. ~~The~~Our ~~technologies~~discussions ~~are~~with ~~targeted~~architects atemphasize ~~certain~~a ~~broad applications~~need ~~that~~for ~~require~~BIPV ~~high~~solutions ~~power~~offering ~~conversion~~design ~~efficiency,~~ flexibility, and ~~light~~high-quality ~~weight~~aesthetics. ~~These~~Furthermore, ~~potential~~OPV ~~applications~~also ~~include:~~offers ~~(a)~~the ~~mobile and~~potential ~~off-grid~~for ~~solar~~very low ~~power~~costs ~~generation,~~due ~~(b)~~to ~~BAPV,~~its ~~(c)~~low ~~BIPV,~~material ~~(d)~~usage ~~space vehicles~~ and ~~UAVs,~~suitability ~~(e)~~for ~~semi~~roll-~~transparent solar power generating glazing on windows, (f) ultra~~to-~~thin~~roll ~~solar films for automobiles or other consumer and industrial applications and (g) solar powered sensors~~processing.

~~The patent applications currently being~~Intellectual ~~filed are part of a dynamic, comprehensive development strategy to protect our commercialization rights. Following this developmental~~Property ~~strategy, current work builds on earlier work, with new discoveries continually developed and protected. Additionally, as we progress~~ ~~with product development and commercialization, we also have focused on optimizing the patent portfolio, reducing unnecessary or~~ ~~redundant costs while still protecting critical technologies.~~

~~Exemplary~~The Company ~~U.S.~~is ~~patents~~engaged ~~related~~in tothe ~~our~~research, ~~high efficiency~~development, ~~thin~~and commercialization of advanced photovoltaic technologies that enable thin film solar ~~technologies~~products ~~include~~with ~~U.S.~~what ~~Patent~~we ~~Nos.~~believe ~~8,378,385,~~can ~~8,927,319,~~be ~~9,118,026,~~industry-leading 9efficiencies,~~548,218,~~ ~~9,461,193,~~light 9weight,~~412,960, 10,069,033,~~ 10flexibility,~~074,820~~ and ~~10,141,465~~low ~~which~~total ~~will~~system cost. ~~expire~~Our onsponsored ~~September~~research 9,programs ~~2030,~~at ~~October~~the ~~23,~~University ~~2030,~~of ~~September~~Southern ~~14,~~California ~~2031~~(“USC”), ~~February~~the ~~7, 2033,~~University ~~August~~of 7Michigan (“Michigan”), ~~2033,~~and ~~December~~Princeton ~~16,~~University ~~2033,~~(“Princeton”) ~~January~~have ~~15,~~resulted ~~2035,~~in ~~June~~an ~~26,~~extensive ~~2034,~~portfolio of issued and ~~April~~pending 6,patents ~~2035~~worldwide covering flexible, ~~respectively.~~thin-film Inphotovoltaic ~~addition~~technologies. Pursuant to ~~these~~our license agreement with our ~~issued~~university ~~patents~~research partners, we ~~are~~have ~~pursuing~~obtained ~~additional~~the ~~protection~~exclusive ~~for~~worldwide ~~our~~license ~~high~~and ~~efficiency~~right ~~thin~~to ~~film~~sublicense ~~portfolio~~any inand ~~over~~all 15intellectual property ~~pending~~which ~~U.S.~~resulted ~~patent applications,~~from ~~and~~sponsored 1research ~~pending~~programs ~~PCT~~with ~~application,~~the ~~which~~universities. ~~will~~While beeach ~~filed~~patent is issued in the ~~U.S.~~name ~~before~~of ~~its~~the respective ~~due~~university ~~date.~~that Ifdeveloped ~~U.S.~~the ~~patents~~subject ~~are~~technology, ~~successfully issued~~the ~~with~~Company ~~respect~~has toexclusive ~~these~~commercial ~~pending~~license ~~applications,~~rights weto ~~expect~~all ~~that~~of the patents ~~earliest~~and ~~expiration~~their ~~date~~attendant ~~for~~technologies, and the patents ~~will~~are bereferred noto ~~earlier than~~herein ~~June~~as ~~2032~~being the Company’s patents.

~~Exemplary~~As of ~~U.S.~~December 31, 2019, there were approximately 82 issued patents ~~related~~and to42 ~~our~~pending ~~OPV~~non-~~related technologies~~provisional ~~include~~applications, ~~U.S.~~and ~~Patent~~one ~~Nos~~pending provisional application. ~~9,666,816,~~In 9addition,~~391,284,~~ ~~9,515,275,~~in ~~8,912,036,~~countries ~~8,158,972,~~and 9regions outside the U.S.,~~768,402,~~ 8including,~~785,624,~~ 9but not limited to,~~447,107,~~ 8China,~~816,332,~~ European 9Patent Convention,~~130,170~~ 9India,~~847,487,~~ 10Japan,~~069,095,~~ Korea and 10Taiwan,~~141,531,~~ ~~which~~there ~~will~~were ~~expire~~a ontotal ~~August~~of ~~22,~~approximately ~~2028,~~114 ~~August~~issued ~~28,~~patents ~~2028,~~and ~~October~~114 ~~26,~~pending ~~2029, March~~patent ~~19,~~applications. ~~2030,~~These ~~March~~numbers ~~24,~~exclude ~~2030,~~issued ~~April~~and 6,pending ~~2031,~~patents ~~June~~that ~~27,~~the ~~2031,~~Company ~~September~~has 9,identified ~~2031,~~for ~~February~~abandonment ~~21,~~to ~~2032,~~optimize ~~November~~its patent 1,portfolio ~~2032,~~and ~~November~~reduce ~~22,~~unnecessary ~~2033, March~~or ~~14,~~redundant ~~2034,~~costs while still protecting critical technologies. The duration of the issued U.S. and ~~November~~foreign ~~27,~~patents ~~2033,~~is ~~respectively~~typically 20 years from their respective first effective filing dates. In addition to ~~these~~our issued patents set forth above, we ~~are~~have ~~pursuing~~numerous ~~additional~~patent ~~protection for~~applications ~~our~~in ~~OPV-related~~process. ~~portfolio~~While each patent is issued in ~~over~~the 20name ~~pending~~of ~~U.S.~~the ~~patent~~respective ~~applications~~university that developed the subject technology, the Company has exclusive commercial license rights to all of the patents and their attendant technologies, and the patents are referred to herein as being the Company’s patents.

~~Some~~These patented ofand ~~our~~patent-pending ~~technology~~technologies ~~holdings~~fall ~~include~~into two general categories – (1) cost reducing and performance-enhancing ~~foundational~~fabrication ~~concepts~~processes inand ~~the~~device ~~following~~architectures ~~areas~~for ultra-high efficiency Gallium Arsenide (“GaAs”)-based solar thin films and (2) organic photovoltaic (“OPV”) materials, architectures, and fabrication processes for low cost, ultra-thin solar films offering high quality aesthetics, such as semi-transparency and tinting, and highly flexible form factors. The technologies are targeted at certain broad applications that require high power conversion efficiency, flexibility, and light weight. These potential applications include: (a) mobile and off-grid solar power generation, (b) BAPV, (c) BIPV, (d) space vehicles and UAVs, (e) semi-transparent solar power generating glazing on windows, (f) ultra-thin solar films for automobiles or other consumer and industrial applications and (g) solar powered sensors.

~~High~~The patent ~~Efficiency~~applications ~~Thin~~currently ~~Film~~being ~~Solar~~filed ~~Technologies:~~are part of a dynamic, comprehensive development strategy to protect our commercialization rights. Following this developmental strategy, current work builds on earlier work, with new discoveries continually developed and protected. Additionally, as we progress with product development and commercialization, we also have focused on optimizing the patent portfolio, reducing unnecessary or redundant costs while still protecting critical technologies.

~~● Accelerated and recyclable liftoff process~~Exemplary U.S. ~~Our~~patents ~~research~~related ~~partners~~to ~~have~~our ~~invented and patented manufacturing processes and materials that allow current manufacturers of~~ high efficiency ~~solar~~thin ~~cells~~film tosolar ~~reduce~~technologies ~~their~~include ~~existing~~U.S. ~~fabrication~~Patent ~~costs, because the process preserves the integrity of the parent substrate which can be re-used without chemo-mechanical polishing~~Nos. ●8,378,385, ~~Cold-weld~~8,927,319, ~~bonding~~9,118,026, 9,548,218, of9,461,193, ~~inorganic~~9,412,960, ~~solar~~10,069,033, ~~cells~~10,074,820, to10,141,465, ~~plastic~~10,186,629, ~~substrates~~ and ~~metal~~10,340,187 ~~foils.~~which ~~This~~will ~~cold-weld~~expire ~~bonding~~on ~~process~~September 9, ~~enables~~2030, ~~the~~October ~~direct~~23, ~~bonding~~2030, ofSeptember ~~active~~14, ~~solar~~2031, ~~material~~February to7, a2033, ~~thin~~August ~~plastic~~7, or2033, ~~metal~~December ~~substrate~~16, ~~without~~2033, ~~using~~January ~~adhesive.~~15, ~~This~~2035, ~~creates~~June ~~thin-film~~26, 2034, ~~cells~~April ~~that~~6, ~~are~~2035, ~~lighter~~February ~~weight~~4, 2026, and ~~highly~~March ~~flexible.~~18, ●2026, ~~Low cost plastic mini-compound parabolic concentrator arrays~~respectively. In ~~This~~addition ~~allows~~to athese ~~fraction~~issued ofpatents, ~~the~~we ~~GaAs~~are ~~solar~~pursuing additional ~~cell~~protection ~~material~~for ~~while~~our ~~collecting~~high anefficiency ~~equivalent~~thin ~~amount~~film ofportfolio ~~energy~~in over ~~the~~15 ~~course~~pending ofU.S. apatent ~~sun arc~~applications. ●If ~~Integrated tracking technology~~U.S. ~~Lattice-like~~patents are ~~solar~~successfully ~~cells,~~issued with arespect ~~design~~to ~~inspired~~these bypending ~~Kirigami~~applications, ~~that~~we ~~can~~expect ~~stretch~~that ~~like~~the anearliest ~~accordion,~~expiration ~~allowing~~date ~~them~~for ~~to tilt along~~ the ~~sun’s~~patents will ~~trajectory~~be ~~and~~no ~~capture~~earlier ~~up to an estimated 36% more energy~~ than ~~flat~~June ~~cells~~2032. ● Micro-inverters monolithically integrated into high efficiency solar cells during production. Integrating micro-inverters into the solar cell has the potential to greatly reduce the total cost of a photovoltaic system.

7Exemplary U.S. patents related to our OPV-related technologies include U.S. Patent Nos. 9,666,816, 9,391,284, 9,515,275, 8,912,036, 8,158,972, 9,768,402, 8,785,624, 9,447,107, 8,816,332, 9,130,170 9,847,487, 10,069,095, 10,141,531, 10,333,079, and 10,374,164, which will expire on August 22, 2028, August 28, 2028, October 26, 2029, March 19, 2030, March 24, 2030, April 6, 2031, June 27, 2031, September 9, 2031, February 21, 2032, November 1, 2032, November 22, 2033, March 14, 2034, November 27, 2033, September 14, 2025, and September 4, 2025, respectively. In addition to these issued patents, we are pursuing additional protection for our OPV-related portfolio in over 15 pending U.S. patent applications.

~~Organic Photovoltaics:~~7

● Multi-junction organic solar cell. Individual conventional solar cells have limited spectral coverage, voltage output, and tradeoff between absorption length and charge collection length. By stacking multiple solar cells with complementary absorption profiles, voltages Some of ~~the~~our ~~cells~~technology ~~can~~holdings ~~be added (at a constant current). This can make a more efficient cell. The researchers at Michigan have achieved 12.6% power conversion efficiency in the lab. ● Fullerene acceptors. Fullerenes~~ include ~~molecules~~foundational ~~such~~concepts ~~as C 60 , C 70 , C 84 and derivatives that are designed to dissolve~~ in ~~solvents and are~~ the ~~most~~following prevalent acceptor in organic photovoltaics. Fullerenes offer better efficiency than any other acceptor molecule implemented to date. ● Blocking layers. In most solar cell designs, excitons must be blocked and reflected away from the metallic (or transparent) contact so that they can be dissociated at the donor-acceptor junction. Additionally, it is desired that these layers block the wrong carrier from contacting the electrode. ● New materials for visible and infrared sensitivity. Current OPV materials absorb light in the visible and deep red part of the solar spectrum, but do not collect light in the near infrared (“NIR”). Extending efficient light collection into the NIR has the potential to increase photocurrent generation by 40%, markedly improving OPV performance. ● Scalable growth technologies. A number of growth technologies have been developed for organic materials. These include vacuum thermal evaporation and organic vapor phase deposition for materials that can be sublimed or evaporated directly and gravure or ink-jet printing of dissolved materials. All of these processes are compatible with rigid planar substrates, but more importantly can also be applied to flexible plastic or metal foil substrates, for roll-to-roll fabrication of OPVs.areas:

●High Efficiency ~~Inverted~~Thin ~~solar~~Film cells. One of the most air sensitive parts of the OPV is the region between the anode and electron acceptor. This region is degraded by oxygen and water in the dark and even more so under illumination. This interfacial region in a “conventional” OPV is exposed to the atmosphere directly, requiring that the OPV be kept in a hermetic package. If the OPV is prepared as an inverted cell, the air sensitive anode/organic interfacial region is placed below the donor, buffer layer and cathode. Thus, the device itself provides a level of “packaging,” markedly slowing environmental degradation of the device, minimizing packaging requirements for long term deployment in the field. ● Materials for enhanced light collection via multi-exciton generation. An approach for improving the power conversion efficiency by collecting the high energy part of the spectrum, i.e. UV-to-green, and double the energy collected from this part of the solar spectrum using singlet fission (“SF”). SF materials absorb high energy light and generate two excitons for every photon absorbed, thus doubling the light collection efficiency. The SF approach has the potential to give a single solar cell efficiency well over the theoretical Shockley-Queisser limit, without increasing the cost to produce the cell. ● Mixed layer and nanocrystalline cells. In planar (e.g., bilayer) cells, the thickness of a layer is limited by the distance an exciton is expected to travel before it recombines. If the layer is too thick, photons absorbed may never result in collected charge. If the layers are too thin, there is insufficient material available for absorption of the light. By mixing the donor and acceptor throughout a thicker layer, an additional donor-acceptor interface is created throughout the layer, improving photocurrent generation capability. Nanocrystalline cells have a higher degree of phase separation between the donor and acceptor with nanocrystalline domains, with high purity and domain sizes in the nanometer scale. ● Solar films and coatings. OPV technology enables materials to be deposited onto virtually any smooth substrate (can be curved or non-planar). The idea is to create solar coatings or films that can be applied quickly and easily to any surface, including, for example, mobile communications devices, electric cars, roofing materials, building siding and glass. ● Transparent/semi-transparent cells. In certain applications it may be desirable to have a partially transparent solar cell. These applications include tinted windows. Instead of just absorbing or reflecting the light, the light would be absorbed and converted into energy. The unique nature of organics allows the Company to tune the wavelengths absorbed to those that it does not want transmitted or that are not useful for vision, such as in the infrared region of the spectrum.Technologies:

8● Accelerated and recyclable liftoff process. Our research partners have invented and patented manufacturing processes and materials that allow current manufacturers of high efficiency solar cells to reduce their existing fabrication costs, because the process preserves the integrity of the parent substrate which can be re-used without chemo-mechanical polishing. ● Cold-weld bonding of inorganic solar cells to plastic substrates and metal foils. This cold-weld bonding process enables the direct bonding of active solar material to a thin plastic or metal substrate without using adhesive. This creates thin-film cells that are lighter weight and highly flexible. ● Low cost plastic mini-compound parabolic concentrator arrays. This allows a fraction of the GaAs solar cell material while collecting an equivalent amount of energy over the course of a sun arc. ● Integrated tracking technology. Lattice-like solar cells, with a design inspired by Kirigami, that can stretch like an accordion, allowing them to tilt along the sun’s trajectory and capture up to an estimated 36% more energy than flat cells. ● Micro-inverters monolithically integrated into high efficiency solar cells during production. Integrating micro-inverters into the solar cell has the potential to greatly reduce the total cost of a photovoltaic system.

~~Development Goals~~Organic Photovoltaics:

~~The~~● ~~Company~~Multi-junction ~~plans~~organic tosolar ~~accelerate~~cell. ~~the~~Individual ~~commercialization~~ conventional solar cells have limited spectral coverage, voltage output, and tradeoff between absorption length and charge collection length. By stacking multiple solar cells with complementary absorption profiles, voltages of ~~its~~the ~~high~~cells ~~efficiency~~can ~~technology~~be added (asat ~~set~~a ~~forth~~constant ~~below~~current). ~~but~~This ~~there~~ can bemake noa ~~assurance~~more ~~that~~efficient ~~the~~cell. ~~Company~~The ~~will~~researchers ~~obtain~~at Michigan have achieved 12.6% power conversion efficiency in the ~~necessary capital~~lab. to● ~~fund~~Fullerene acceptors. Fullerenes include molecules such ~~plans.~~as ~~Our~~C ~~research~~60 , C 70 , C 84 and ~~development~~derivatives ~~efforts~~that are ~~now~~designed ~~focused~~to ~~primarily~~dissolve onin ~~developing~~solvents ~~energy~~and ~~harvesting~~are ~~products which~~the ~~capitalize~~most onprevalent ~~our~~acceptor ~~high-performance~~in ~~thin~~organic ~~film~~photovoltaics. ~~photovoltaic~~Fullerenes ~~intellectual~~offer ~~property~~better efficiency than any other acceptor molecule implemented to date. ● Blocking layers. In ~~addition~~most solar cell designs, weexcitons ~~will~~must ~~engage~~be blocked and reflected away from the metallic (or transparent) contact so that they can be dissociated at the donor-acceptor junction. Additionally, it is desired that these layers block the wrong carrier from contacting the electrode. ● New materials for visible and infrared sensitivity. Current OPV materials absorb light in ~~collaborative research~~the visible and ~~development~~deep ~~with~~red ~~industry~~part ~~partners~~of the solar spectrum, ~~including~~but ~~existing~~do ~~compound~~not ~~semiconductor~~collect ~~solar~~light ~~cell~~in ~~manufacturers~~the near infrared (“NIR”). ~~Our~~Extending ~~engineering team~~efficient islight incollection ~~position~~into the NIR has the potential to ~~develop~~increase ~~NanoFlex~~photocurrent ~~products~~generation asby ~~well~~40%, asmarkedly ~~support~~improving ~~the~~OPV ~~transfer~~performance. ● Scalable growth technologies. A number of growth technologies ~~from~~have ~~university~~been ~~laboratories~~developed ~~to implementation~~for inorganic ~~industry~~materials. ~~partners’~~These ~~commercial~~include ~~product~~vacuum ~~designs~~thermal evaporation and ~~fabrication~~organic vapor phase deposition for materials that can be sublimed or evaporated directly and gravure or ink-jet printing of dissolved materials. All of these processes are compatible with rigid planar substrates, but more importantly can also be applied to flexible plastic or metal foil substrates, for roll-to-roll fabrication of OPVs.

~~Our~~● ~~engineering~~Inverted ~~team~~solar iscells. ~~now~~One ~~focused~~of ~~on developing~~the ~~new~~most ~~NanoFlex~~air ~~products~~sensitive asparts ~~well~~of asthe ~~working~~OPV ~~closely~~is ~~with~~the ~~potential~~region ~~customers~~between ~~such~~the asanode ~~military users for mobile field applications,~~ and ~~system~~electron ~~integrators, installers, and architects for BAPV and BIPV applications~~acceptor. This ~~customer~~region ~~interaction~~is ~~allows~~degraded ~~the~~by ~~Company to~~oxygen ~~better~~and ~~understand~~water ~~application~~in ~~specific~~the ~~requirements~~dark and ~~incorporate~~even ~~these~~more ~~requirements~~so ~~into~~under ~~our~~illumination. ~~product~~This ~~development~~interfacial ~~cycle.~~region ~~Our primary~~in ~~technical~~a ~~objective~~“conventional” OPV is exposed to ~~demonstrate~~ the ~~efficacy~~atmosphere ofdirectly, ~~our~~requiring ~~high~~that ~~efficiency~~the ~~solar~~OPV ~~thin~~be ~~film~~kept ~~technologies~~ in ~~NanoFlex~~a ~~products~~hermetic package. We ~~plan~~If tothe ~~demonstrate~~OPV ~~ND-ELO~~is ~~technology~~prepared onas ~~GaAs~~an ~~wafers~~inverted ofcell, ~~increasing~~the ~~diameter~~air ~~and~~sensitive onanode/organic ~~compound~~interfacial ~~semiconductor~~region ~~solar~~is ~~cells~~placed ofbelow ~~increasing complexity.~~the ~~The~~donor, ~~Company~~buffer ~~plans~~layer toand ~~produce~~cathode. ~~prototypes for demonstrations~~Thus, ~~test,~~the ~~and~~device ~~evaluation.~~itself ~~Once~~provides ~~competitive~~a ~~advantage~~level isof ~~demonstrated in~~“packaging,” anmarkedly ~~application~~slowing ~~the~~environmental ~~Company~~degradation ~~plans~~of tothe ~~scale~~device, ~~its~~minimizing ~~product~~packaging ~~production~~requirements for ~~its~~long ~~own~~term ~~sales~~deployment ~~and~~in ~~marketing~~the ~~plans~~field.

The Company aims to achieve greater than 15% power conversion efficiencies on organic solar cells with operational lifetimes of 20 years on barrier-coated plastic or metal foil substrates, and to demonstrate roll-to-roll “printing” of solar cells on plastic or metal foil substrates of increasing width.8

~~Overall~~● ~~Operating~~Materials ~~Plan~~for enhanced light collection via multi-exciton generation. An approach for improving the power conversion efficiency by collecting the high energy part of the spectrum, i.e. UV-to-green, and double the energy collected from this part of the solar spectrum using singlet fission (“SF”). SF materials absorb high energy light and generate two excitons for every photon absorbed, thus doubling the light collection efficiency. The SF approach has the potential to give a single solar cell efficiency well over the theoretical Shockley-Queisser limit, without increasing the cost to produce the cell. ● Mixed layer and nanocrystalline cells. In planar (e.g., bilayer) cells, the thickness of a layer is limited by the distance an exciton is expected to travel before it recombines. If the layer is too thick, photons absorbed may never result in collected charge. If the layers are too thin, there is insufficient material available for absorption of the light. By mixing the donor and acceptor throughout a thicker layer, an additional donor-acceptor interface is created throughout the layer, improving photocurrent generation capability. Nanocrystalline cells have a higher degree of phase separation between the donor and acceptor with nanocrystalline domains, with high purity and domain sizes in the nanometer scale. ● Solar films and coatings. OPV technology enables materials to be deposited onto virtually any smooth substrate (can be curved or non-planar). The idea is to create solar coatings or films that can be applied quickly and easily to any surface, including, for example, mobile communications devices, electric cars, roofing materials, building siding and glass. ● Transparent/semi-transparent cells. In certain applications it may be desirable to have a partially transparent solar cell. These applications include tinted windows. Instead of just absorbing or reflecting the light, the light would be absorbed and converted into energy. The unique nature of organics allows the Company to tune the wavelengths absorbed to those that it does not want transmitted or that are not useful for vision, such as in the infrared region of the spectrum.

~~Our business model is now shifting to focus~~Development on the production of NanoFlex products which have a competitive advantage using our intellectual property. We expect to work with well-positioned commercial partners who can provide manufacturing and marketing capabilities to enable rapid commercial growth. These manufacturing partners can also serve as a source of solar cell supply for NanoFlex to provide products to customers on its own as well as through a “fab-less” manufacturing model.Goals

ToThe Company ~~support~~plans ~~this~~to ~~work,~~accelerate ~~our~~the ~~III-V~~commercialization ~~solar~~of ~~engineering~~its high efficiency technology (as set forth below) but there can be no assurance ~~team~~that ~~leverages~~the Company will obtain the ~~facilities~~necessary ~~and~~capital ~~equipment~~to atfund ~~the~~such ~~University~~plans. ofOur ~~Michigan~~research and development efforts are now focused primarily on adeveloping ~~commercial~~energy ~~contract~~harvesting ~~basis,~~products which wecapitalize ~~believe~~on isour ~~a cost~~high-~~effective~~performance ~~approach~~thin tofilm ~~move~~photovoltaic ~~the~~intellectual ~~technologies~~property. In ~~toward~~addition, ~~commercialization.~~we Wewill ~~believe~~engage ~~that~~in ~~this~~collaborative ~~allows~~research ~~our~~and development with industry partners, including existing compound semiconductor solar cell manufacturers. Our engineering team ~~to develop~~is ~~our~~in ~~flexible~~position ~~solar~~to ~~panel~~develop NanoFlex products as well as ~~without~~support the ~~need~~transfer ~~for~~of technologies ~~large-scale~~from ~~capital~~university ~~investment~~laboratories to implementation in ~~clean~~industry ~~room~~partners’ ~~facilities and~~commercial ~~solar~~product ~~cell~~designs ~~fabrication~~and ~~equipment~~fabrication processes.

WeOur engineering ~~are~~team ~~also~~is ~~pursuing~~now ~~sponsored~~focused ~~development funding~~on todeveloping ~~generate~~new ~~revenue~~NanoFlex inproducts ~~the near-term~~ as well as ~~subsidize~~working ~~our~~closely ~~product development~~ with ~~non-dilutive~~potential ~~financing.~~customers Insuch ~~connection~~as ~~with~~military ~~our~~users ~~focus~~for onmobile ~~potential~~field ~~government-sponsored research projects~~applications, onand ~~June~~system 19integrators, ~~2017~~installers, ~~the Company announced that that it is part of a consortium that was awarded a $6.3 million contract from the Army Research Laboratory’s Army Research Office to develop high power, flexible,~~ and ~~lightweight~~architects ~~solar panels~~ for ~~portable~~BAPV ~~power~~and BIPV applications. ~~The consortium consists of NanoFlex, SolAero,~~ ~~the~~This ~~University~~customer ofinteraction ~~Michigan,~~allows ~~and~~ the ~~University~~Company ofto ~~Wisconsin.~~better ~~Pursuant~~understand toapplication ~~the~~specific ~~foregoing~~requirements and asincorporate ~~part~~these ~~of the consortium, SolAero was~~requirements ~~awarded~~into aour ~~4-year~~product ~~contract~~development ~~amounting to $6~~cycle.3 ~~million~~Our ~~with~~primary ~~the~~technical ~~Army~~objective ~~Research~~is ~~Lab (ARL)~~ to ~~develop~~demonstrate ~~solar power mats. SolAero has engaged~~ the ~~Company~~efficacy asof aour ~~subcontractor~~high ~~for $3.3~~efficiency ~~million~~solar thin ~~over~~film 4technologies ~~years~~in ofNanoFlex ~~which $1~~products.6 ~~million~~We ~~will~~plan ~~be paid~~ to ~~the~~demonstrate ~~University of~~ND-ELO ~~Michigan~~technology ason aGaAs ~~subcontractor~~wafers ~~to the Company. The Company’s contract with SolAero provides for direct reimbursement~~ of ~~the~~increasing ~~Company’s~~diameter ~~costs, including indirect overhead. On February 1, 2019 we were informed by SolAero that Mantech had terminated~~and ~~the~~on ~~contract~~compound assemiconductor ~~provided~~solar ~~for~~cells inof ~~the~~increasing ~~agreement~~complexity. The Company ~~will~~plans ~~be fully reimbursed for all costs incurred through that date. The Company is attempting~~ to ~~ascertain~~produce ~~the~~prototypes ~~reason~~ for ~~the cancellation. Having an established technical team enables us to more effectively pursue and execute sponsored research projects from the Department of Defense (“DoD”)~~demonstrations, ~~the Department of Energy (“DOE”)~~test, and ~~the~~evaluation. ~~National~~Once ~~Aeronautics~~competitive ~~and~~advantage ~~Space~~is ~~Administration~~demonstrated ~~(“NASA”), each of which has interests~~ in ~~businesses~~an ~~that~~application ~~can deliver ultra-lightweight, high-efficiency solar technologies for demanding applications. However, there can be no assurance that~~ the Company ~~can~~plans ~~effectively~~to ~~pursue~~scale ~~such~~its ~~research~~product ~~projects,~~production for ~~nor~~its ifown itsales ~~can,~~and ~~that~~marketing ~~such pursuit will be successful~~plans.

9The Company aims to achieve greater than 15% power conversion efficiencies on organic solar cells with operational lifetimes of 20 years on barrier-coated plastic or metal foil substrates, and to demonstrate roll-to-roll “printing” of solar cells on plastic or metal foil substrates of increasing width.

As reported in the Company’s Form 8-K filed with the SEC on February 7, 2017, on February 2, 2017, the Company entered into a License Agreement with SolAero Technologies Corp. (“SolAero”), pursuant to which the Company agreed to grant SolAero a non-exclusive worldwide license to use, sell, offer for sale, import or otherwise dispose of certain products (the “Licensed Products”) using the Company’s patented proprietary manufacturing processes relating to Gallium Arsenide-based photovoltaic cells (the “Licensed Patents”) within the space and near-space fields of use (the “License Field”). SolAero is to pay the Company a royalty based on sales of the Licensed Products within the Licensed Field. The agreement does not provide SolAero with the right to sublicense the Licensed Patents. The term of the agreement runs from February 2, 2017 through the expiration date of the last expiring patent included in the Licensed Technology. However, each party may terminate the agreement upon a material breach by the other party.9

~~There can be no assurance that our overall~~Overall ~~term~~Operating ~~operating plan will be successful or that we will be able to fulfill it, as it is largely dependent on raising capital and there can be no assurance that capital can be raised.~~Plan

~~Near~~Our business ~~Term~~model ~~Operating~~is ~~Plan~~now shifting to focus on developing, manufacturing and marketing complete NanoFlex products which have a competitive advantage due to our intellectual property. NanoFlex has developed energy harvesting internet of things (IoT) complete sensor systems that utilize both our Organic Photovoltaic (OPV) and, in the future, our III-V semiconductor non-destructive lift off (ND ELO) intellectual property. These sensor systems are totally wireless with higher energy budgets for their size than any other cloud connecting wireless sensors. This high energy harvesting capability (indoor and outdoor) will enable completely wireless, “place and forget” sensor systems for many vertical IoT sensor markets to include agriculture, ecology, building automation, medical, energy infrastructure, military, wearables, and other applications. Nanoflex will launch its first line of energy harvesting sensors in 2020. NanoFlex will manufacture and market these IoT sensors direct to customers and with partners. We expect to work with well-positioned commercial partners who can support manufacturing and marketing capabilities to enable rapid commercial growth.

~~Our~~In addition ~~near-term~~to ~~focus~~the iswireless onIoT ~~advancing~~sensors ~~our~~NanoFlex has received support from the DOE to develop building integrated OPV. On May 20, ~~product~~2019 the Company and its development ~~efforts~~partner, ~~while~~True ~~containing~~Metal ~~costs~~Solutions (TMS) were awarded an SBIR (Small Business Innovative Research) Phase 1 grant for $200,000. The ~~Company~~overall ~~requires~~scope ~~approximately~~of ~~$13~~the ~~million~~program is to ~~continue~~design, ~~its~~develop, ~~operations~~manufacture, ~~over~~ and market the ~~next~~first ~~twelve~~U.S ~~months~~building integrated toorganic ~~support~~solar ~~its~~modules for building facades. Our company brings with it 20+ years of critical intellectual property development on thin film organic solar cells and ~~commercialization~~combined ~~activities,~~with ~~fund~~TMS’ ~~patent~~leadership ~~application~~in designing and ~~prosecution~~manufacturing building facade technology, ~~service~~we together will drive towards the first U.S. building integrated organic solar modules. With the anticipated award ~~outstanding~~of ~~liabilities,~~Phase II ~ ($1.0M) in 2020 our team will complete the overall system design and ~~support~~scale ~~its~~this ~~corporate~~technology ~~functions.~~to ~~Our~~assemble ~~operating~~demonstration façade ~~plan~~systems ~~over~~on buildings in the ~~next~~Phoenix ~~twelve~~area ~~months~~where isour ~~comprised~~subcontractor ofalready has the architectural, building owner, ~~following:~~and general contractor relationships.

1.To support ~~Product~~this work, our OPV and III-V solar engineering team operates out of our development and ~~prototype~~prototyping ~~product~~center ~~demonstrations~~in Ann Arbor, Michigan. We are enhancing and expanding this development facility with ~~key~~the ~~customers;~~support of the recently won phase I DOE funding. OPV modules to support both our sensor systems and building integrated designs will be manufactured in NanoFlex manufacturing facility planned for construction in the 2020- 2021 timeframe in Arizona. NanoFlex is completing the IoT electronics hardware and software designs and expects to outsource the system assembly and packaging to contract assemblers. NanoFlex will sell and market its IoT sensors under a new brand name and through an enhanced website.

2We are also pursuing sponsored development funding to generate revenue in the near-term as well as subsidize our product development with non-dilutive financing. ~~Prioritizing~~In ~~and~~connection ~~optimizing~~with our ~~existing~~focus IPon ~~portfolio~~potential togovernment-sponsored ~~align~~research projects, on June 19, 2017, the Company announced that that it is part of a consortium that was awarded a $6.3 million contract from the Army Research Laboratory’s Army Research Office to develop high power, flexible, and lightweight solar panels for portable power applications. The consortium consists of NanoFlex, SolAero, the University of Michigan, and the University of Wisconsin. Pursuant to the foregoing and as part of the consortium, SolAero was awarded a 4-year contract amounting to $6.3 million with the ~~commercialization~~Army ~~strategy~~Research Lab (ARL) to develop solar power mats. SolAero has engaged the Company as a subcontractor for $3.3 million over 4 years of which $1.6 million will be provided to the University of Michigan as a subcontractor to the Company. The Company’s contract with SolAero provides for direct reimbursement of the Company’s costs, including indirect overhead. On February 1, 2019 we were informed by SolAero that the Army had suspended funding to support other priorities but kept the contract in place with the intention of refunding and ~~reduce~~proceeding ahead with the program. The Company was reimbursed for all costs; incurred through that date.

3.Having an ~~Development~~established oftechnical ~~our~~team ~~product~~enables ~~supply~~us ~~chain~~to ~~inclusive~~more effectively pursue and execute sponsored research projects from the Department of ~~manufacturing~~Defense (“DoD”), the Department of Energy (“DOE”), and ~~operations~~the ~~organizations;~~National Aeronautics and Space Administration (“NASA”), each of which has interests in businesses that can deliver ultra-lightweight, high-efficiency solar technologies for demanding applications. However, there can be no assurance that the Company can effectively pursue such research projects, nor if it can, that such pursuit will be successful.

	4.	Development of our sales and marketing organization, website, and other marketing plan resources; and
	5.	Raising adequate capital (approximately $13 million) to support our activities for at least 12 months.

The Company believes that it has made progress with each of the components of this operating plan and has aligned its operations and cost structure with expediting the development and commercialization of our high efficiency solar technologies. The Company has taken steps to reduce patent expenses, particularly related to optimizing its OPV patent portfolio. The Company has realigned its research and development operations with several strategic actions, including hiring Company engineers to focus on high efficiency product development and technology transfer from Michigan to a commercial environment. The Company believes that it is making positive progress with these efforts.10

There can be no assurance that ~~the~~our ~~Company’s near-~~overall term operating plan will be successful or that itthe ~~will~~capital beneeded ~~able~~ to fulfill it ~~as it is largely dependent on raising capital and there~~ can be ~~no assurance that capital can be~~ raised ~~nor that we will be awarded the government contracts that it is currently pursuing~~.

~~In the event that we raise less than the~~Near ~~required~~Term ~~amount~~Operating of capital, our focus is planned to be on prioritizing our commercialization effort to capture near-term revenue opportunities and limiting spending on general and administrative expenses and patent costs.Plan

~~Market~~Our near-term ~~Opportunity~~focus is on advancing our product development efforts while containing costs. The Company requires approximately $13 million to continue its operations over the next twelve months to support its development and commercialization activities, fund patent application and prosecution, service outstanding liabilities, and support its corporate functions. Our operating plan over the next twelve months is comprised of the following:

There are several key trends that we believe are reshaping the future of the global energy mix, including continued rapid growth in the use of solar technologies, a retreat from nuclear power in some countries, and the emergence of unconventional natural gas production1. ~~These~~Product ~~trends~~development ~~are driving a pronounced shift away from oil, coal,~~ and ~~nuclear~~prototype ~~towards~~product ~~renewables~~demonstrations ~~and~~with ~~natural~~key ~~gas. Expectations are building for a concerted global effort to tackle climate change, according to the International Energy Agency’s World Energy Outlook 2016.~~customers;

102. Prioritizing and optimizing our existing IP portfolio to align it with the commercialization strategy and reduce costs;

~~Expansion~~3. ofDevelopment ~~solar generation worldwide is a necessary component~~ of ~~any~~our ~~serious~~product ~~strategy~~supply tochain ~~mitigate~~inclusive ~~climate change, according to the Massachusetts Institute~~ of ~~Technology (“MIT”)~~manufacturing ~~Energy Initiative. In recent years, solar costs have fallen substantially,~~ and ~~installed~~operations ~~capacity has grown very rapidly. Nonetheless, solar energy currently accounts for only about 1% of global electricity generation.~~organizations;

Solar PV installations have experienced rapid growth over the past several years. According to IHS Technology, global solar installations were estimated to have reached 77 gigawatts (“GW”) in 2016, 90 GW in 2017 and are forecast to reach 113 GW in 2018.

	4.	Development of our sales and marketing organization, website, and other marketing plan resources; and

	5.	Raising adequate capital (approximately $13 million) to support our activities for at least 12 months.

The Company ~~dominant~~believes ~~solar~~that ~~photovoltaics~~it ~~(“PV”) technology,~~has ~~used~~made inprogress ~~approximately~~with ~~90%~~each of ~~installations,~~the iscomponents ~~wafer-based~~of ~~crystalline~~this ~~silicon~~operating ~~(“c-Si”),~~plan ~~with~~and ~~thin-film technologies,~~has ~~such~~aligned asits ~~cadmium~~operations ~~telluride~~and cost ~~(“CdTe”),~~structure ~~copper~~with ~~indium~~expediting ~~gallium~~the ~~selenide~~development ~~(“CIGS”),~~ and ~~amorphous silicon~~commercialization ~~(“a-Si”),~~of ~~accounting~~our ~~for~~high ~~approximately~~efficiency ~~10%~~solar oftechnologies. ~~the~~The PVCompany ~~market,~~has taken ~~according~~steps to ~~the~~reduce ~~MIT~~patent ~~Energy Initiative. However~~expenses, ~~current~~ ~~c-Si~~particularly ~~technologies~~related ~~have~~to ~~inherent~~optimizing ~~technical~~its ~~limitations,~~OPV ~~including~~patent ~~high~~portfolio. ~~processing~~The ~~complexity~~Company ~~and~~has ~~low~~realigned its ~~intrinsic~~research ~~light~~and ~~absorption, which~~development ~~requires~~operations awith ~~thick~~several ~~silicon~~strategic ~~wafer~~actions, ~~resulting~~including inhiring ~~rigidity~~Company ~~and~~engineers ~~heavy weight, according~~ to ~~the~~focus ~~MIT~~on ~~Energy~~high ~~Initiative. We believe~~efficiency ~~these~~product ~~form~~development ~~factor~~and ~~constraints~~technology ~~largely~~transfer ~~limit~~from ~~the~~Michigan ~~addressable~~to ~~market~~a ~~for~~commercial ~~crystalline~~environment. ~~silicon-based~~The ~~solar~~Company tobelieves ~~rooftop~~that ~~and~~it ~~utility-scale~~is making ~~installations,~~positive ~~which~~progress ~~currently~~with ~~dominate~~these ~~the solar power installed base~~efforts.

~~The Company plans to initially focus its~~There ~~high~~can ~~efficiency~~be ~~technologies~~no ~~and~~assurance ~~products on applications~~ that ~~are~~the ~~not~~Company’s ~~well~~near-~~served~~term byoperating ~~c-Si-based~~plan ~~solar~~will ~~panels~~be ~~and~~successful ~~rather~~or ~~demand solar~~that ~~solutions~~it ~~with~~will ~~some~~be ~~combination~~able ofto ~~high~~fulfill ~~power, light weight, and flexibility. These markets include aerospace (space vehicles~~it ~~and~~as ~~UAVs),~~it ~~mobile~~is ~~and~~largely ~~field~~dependent ~~generation,~~on ~~and~~raising ~~BIPV~~capital and ~~BAPV,~~there ~~where~~can ~~high~~be ~~efficiency~~no ~~GaAs~~assurance ~~thin~~that ~~films~~capital can be ~~applied~~raised tonor ~~multi-story rooftops~~that aswe ~~well as building facades and IoT applications for solar powered sensors and devices. Likewise, the Company~~ will ~~focus its~~be ~~OPV technologies on products where its highly flexible form factor and semi-transparency add value, such as glazing applications,~~awarded ~~including~~the ~~skylights,~~government ~~curtain~~contracts ~~walls,~~that ~~facades,~~it ~~and~~is ~~windows~~currently ~~as well as IoT applications for solar powered sensors and devices~~pursuing.

~~Global BIPV installations were 4.9 GW in~~In ~~2017~~the ~~and~~event ~~are~~that ~~projected~~we toraise ~~increase~~less tothan ~~11.1~~the GWrequired inamount ~~2020, according to Science Direct Energy Procedia (2017) 993-999. We expect adoption~~ of ~~BIPV~~capital, ~~solutions~~our ~~will~~focus beis ~~driven~~planned ~~in part by Net Zero Energy Building (“NZEB”) regulations, which require buildings~~ to ~~produce~~be ason ~~much~~prioritizing ~~energy~~our ~~as it uses over the course of a year. NZEB goals are achieved through a combination of energy efficiency~~commercialization ~~measures~~effort ~~and~~to ~~onsite~~capture ~~renewable~~near-term ~~energy~~revenue ~~generation.~~opportunities ~~The California Public Utilities Commission (“CPUC”) has set several NZEB goals, including targeting all new residential construction~~ and ~~all~~limiting ~~new~~spending ~~commercial~~on ~~construction~~general ~~within the State to be net zero energy by 2020~~ and ~~2030,~~administrative ~~respectively,~~expenses and ~~50%~~patent ~~of existing buildings will be required to retrofit to meet NZEB goals by 2030~~costs.

~~Competition~~Market Opportunity

~~The~~There are ~~Company~~several iskey ~~focused~~trends onthat ~~developing~~we ~~commercializing~~believe are reshaping the future of the global energy mix, including continued rapid growth in ~~and~~the ~~licensing~~use ~~advanced~~of solar technologies, ~~that~~a ~~will~~retreat ~~enable~~from ~~entry~~nuclear power in some countries, and the emergence of ~~solar~~unconventional PVnatural ~~into~~gas production. ~~new~~These ~~applications~~trends are driving a pronounced shift away from oil, coal, and ~~also~~nuclear ~~potentially~~towards ~~compete~~renewables and natural gas. Expectations ~~with~~are ~~established~~building ~~solar~~for ~~technologies~~a inconcerted ~~traditional~~global ~~solar~~effort ~~markets~~to tackle climate change, according to the International Energy Agency’s World Energy Outlook 2016.

~~The~~Expansion of solar PVgeneration ~~sector~~worldwide is ~~highly~~a ~~competitive, characterized~~necessary bycomponent ~~intense~~of ~~price~~any ~~competition~~serious ~~among~~strategy ~~commercialized~~to ~~technologies~~mitigate ~~and~~climate ~~aggressive~~change, ~~investment~~according ~~in emerging technologies as companies attempt~~ to ~~compete within~~ the ~~solar~~Massachusetts Institute ~~markets~~of asTechnology ~~well~~(“MIT”) asEnergy ~~within the overall electric power industry~~Initiative. ~~The~~In ~~current~~recent years, solar ~~market~~ iscosts ~~dominated~~have byfallen ~~c-Si technology~~substantially, ~~with some penetration by CdTe~~ and ~~CIGS thin film technologies, according to SolarBuzz.~~installed ~~C-Si~~capacity ~~solar~~has ~~cells~~grown ~~are~~very ~~produced at massive scale and have established a low-cost position within the rooftop and utility-scale PV markets~~rapidly. ~~Advanced~~Nonetheless, solar ~~technology~~energy ~~development~~currently ~~efforts~~accounts ~~encompass~~for ~~various~~only ~~multiple~~about ~~technology~~1% ~~platforms~~of atglobal ~~various~~electricity ~~stages of development~~generation.

~~Within emerging applications, we anticipate~~Solar ~~our~~PV ~~technologies~~installations ~~will~~have ~~compete~~experienced ~~primarily~~rapid ~~with~~growth ~~advanced~~over ~~technologies~~the onpast aseveral ~~basis~~years. ofAccording ~~cost~~to ~~and~~IHS ~~performance~~Technology, ~~but~~global ~~importantly~~solar ~~on functionality~~installations ~~and~~were ~~aesthetics~~estimated ~~as we open new applications~~ to ~~solar~~have ~~power.~~reached ~~Additionally,~~77 wegigawatts ~~believe~~(“GW”) ~~that~~in ~~we will compete with other research and development organizations for funding from government agencies~~2016, ~~laboratories,~~90 ~~research~~GW ~~institutions,~~in ~~and~~2017 ~~universities. Some of our existing or future competitors may be part of larger corporations that have greater financial resources than we do~~ and, ~~as a~~are ~~result,~~forecast ~~may be better positioned~~ to ~~adapt~~reach to113 ~~changes~~GW in ~~the industry or the economy as a whole~~2018.

~~High efficiency compound semiconductor~~The dominant solar ~~technologies~~photovoltaics ~~have~~(“PV”) ~~been limited to specialty~~technology, ~~niche~~used ~~applications~~in ~~due~~approximately to90% ~~their~~of ~~high~~installations, ~~costs;~~is ~~although~~wafer-based ~~numerous research efforts~~crystalline ~~are~~silicon ~~focused on reducing manufacturing costs. Within the high efficiency solar sector~~(“c-Si”), ~~there~~with ~~are~~thin-film ~~a small number of manufacturers~~technologies, ~~including~~ ~~Spectrolab,~~such aas ~~subsidiary~~cadmium oftelluride ~~The Boeing Company; SolAero, Azur Space~~ (~~Germany~~“CdTe”);, ~~MicroLink~~copper ~~Devices;~~indium ~~Sharp~~gallium selenide ~~Corporation~~ (~~Japan~~“CIGS”)~~; Alta Devices~~, aand ~~subsidiary~~amorphous ofsilicon ~~Hanergy Thin Film~~ (~~China~~“a-Si”)~~; Spectrolab~~, ~~SolAero,~~accounting ~~and~~for ~~Azur~~approximately ~~Space~~10% ~~produce~~of ~~commercial~~the ~~GaAs~~PV ~~solar cells~~market, ~~for~~according ~~highly~~to ~~specialized~~the ~~applications~~MIT ~~such~~Energy asInitiative. ~~military~~However, ~~and~~current ~~space~~c-~~borne~~Si ~~systems,~~technologies ~~which~~have ~~are~~inherent ~~inelastic~~technical tolimitations, ~~the~~including high ~~prices associated~~ ~~with~~processing ~~the~~complexity ~~technology.~~and ~~Some~~low ofintrinsic ~~these~~light ~~companies~~absorption, ~~are~~which ~~attempting~~requires toa ~~reduce~~thick ~~manufacturing~~silicon ~~costs~~wafer, toresulting ~~enable~~in ~~entry~~rigidity ofand ~~high efficiency compound~~heavy ~~semiconductor~~weight, ~~solar~~according ~~technologies~~to ~~into~~the ~~commercial~~MIT ~~terrestrial~~Energy ~~markets~~Initiative. We believe ~~the~~these ~~Company’s~~form ~~patented~~factor ~~GaAs~~constraints ~~ND-ELO~~largely ~~and~~limit ~~mini-concentration technologies present~~ the ~~opportunity~~addressable tomarket for ~~significantly~~crystalline ~~reduce~~silicon-based ~~the~~solar ~~cost~~to ~~for~~rooftop ~~high efficiency solutions~~ and ~~believe~~utility-scale ~~that~~installations, wewhich ~~could~~currently ~~potentially license~~dominate ~~our~~the ~~technology~~solar topower ~~these companies~~installed base.

~~OPV~~The Company plans to initially focus its high efficiency technologies and products on applications that are innot ~~the~~well-served ~~development~~by c-Si-based ~~stage,~~solar panels and rather demand solar solutions with ~~numerous~~some ~~activities~~combination ~~ongoing~~of ~~among~~high ~~government~~power, ~~laboratories~~light weight, ~~universities~~and flexibility. These markets include aerospace (space vehicles and UAVs), mobile and ~~private~~field ~~enterprises.~~generation, ~~Currently~~and BIPV and BAPV, wewhere ~~are~~high efficiency GaAs thin films ~~not~~can ~~aware~~be ofapplied ~~any~~to ~~commercialized~~multi-story rooftops as well as building facades and IoT applications for solar powered sensors and devices. Likewise, the Company will focus its OPV technologies on products where its highly flexible form factor and semi-transparency add value, ~~but~~such weas ~~believe~~glazing ~~there~~applications, ~~are~~including askylights, ~~limited~~curtain ~~number~~walls, offacades, ~~developers~~and ~~planning~~windows ~~introduction~~as well as IoT applications ~~within~~for ~~the~~solar ~~next~~powered ~~several~~sensors ~~years~~and devices.

~~Ongoing~~Global BIPV ~~research~~installations ~~and~~were ~~development~~4.9 onGW ~~OPV materials~~in 2017 and ~~devices~~ are ~~currently~~projected ~~being~~to ~~performed~~increase byto ~~Heliatek~~11.1 ~~(Dresden~~GW in 2020, ~~Germany);~~according ~~Mitsubishi~~to ~~Chemical~~Science ~~Holdings~~Direct ~~Corporation;~~Energy LGProcedia ~~Chemical;~~(2017) ~~BELECTRIC~~993-999. ~~OPV~~We ~~(Kolitzheim,~~expect ~~Germany);~~adoption ~~Solvay~~of ~~(Brussels,~~BIPV ~~Belgium;~~solutions ~~acquired~~will ~~Plextronics);~~be ~~Polyera~~driven ~~(Skokie,~~in ~~Illinois);~~part ~~and Solarmer~~by Net Zero Energy Building (El“NZEB”) ~~Monte~~regulations, which ~~California);~~require ~~among~~buildings ~~others.~~to ~~Research~~produce ~~institutions~~as ~~may~~much ~~also~~energy ~~become~~as ~~our~~it ~~competitors,~~uses ~~such~~over asthe ~~University~~ course of ~~California,~~a ~~Los~~year. ~~Angeles,~~NZEB ~~University~~goals are achieved through a combination of ~~California,~~energy ~~Berkley,~~efficiency ~~Fraunhofer-Institut~~measures ~~fur~~and ~~Solare~~onsite ~~Energiesysteme~~renewable energy generation. The California Public Utilities Commission (~~ISE~~“CPUC”), has ~~Empa~~set several NZEB goals, aincluding ~~Swiss federal~~targeting ~~laboratory~~all ~~for~~new ~~materials~~residential ~~science~~construction and ~~technology.~~all Wenew ~~believe~~commercial ~~the~~construction ~~Company’s~~within ~~exclusive~~the State ~~intellectual~~to ~~property~~be ~~rights surrounding~~net ~~technologies~~zero ~~for~~energy ~~small~~by ~~molecule~~2020 ~~OPVs~~and ~~present~~2030, arespectively, ~~formidable~~and ~~obstacle~~50% ~~for~~of ~~those~~existing ~~wishing~~buildings towill ~~compete~~be ~~with~~required usto ~~and~~retrofit ~~present~~to meet ~~opportunities~~NZEB ~~for~~goals ~~potential~~by ~~partnerships~~2030.

~~Regulation~~Competition

The Company ~~has~~is ~~not~~focused ~~yet~~on ~~introduced~~developing ~~commercial products~~commercializing and, aslicensing ~~such,~~advanced ~~has~~solar ~~not~~technologies ~~commenced any governmental approval process. The Company anticipates~~ that ~~the applicability and extent of government approval requirements~~ will ~~depend~~enable onentry ~~the particular end-market. Successful introduction~~ of ~~our~~solar ~~products into~~PV ~~certain~~into ~~markets~~new ~~may~~applications ~~require significant government testing~~ and ~~evaluation~~also ~~prior~~potentially tocompete ~~high~~with ~~volume~~established ~~procurement.~~solar ~~We anticipate that the installation of products based on our high efficiency and OPV~~ technologies ~~will be subject to oversight and regulation~~ in ~~accordance with~~traditional ~~national~~solar ~~and local ordinances relating to building codes, safety, environmental protection, utility interconnection and metering and related matters~~markets.

~~Governments implement various policies~~The tosolar ~~facilitate~~PV ~~the~~sector ~~adoption~~is ofhighly ~~solar power~~competitive, ~~including~~characterized ~~customer-focused~~by ~~financial~~intense ~~incentives~~price ~~such~~competition asamong ~~capital~~commercialized ~~cost~~technologies ~~rebates,~~and ~~performance-based~~aggressive ~~incentives,~~investment ~~feed-~~in ~~tariffs,~~emerging ~~tax~~technologies ~~credits,~~as ~~and~~companies ~~net~~attempt ~~metering.~~to ~~Capital~~compete ~~cost~~within ~~rebates~~the ~~provide~~solar ~~funds~~markets toas ~~customers~~well ~~based~~as onwithin the ~~cost~~overall ~~and~~electric ~~size~~power ofindustry. aThe ~~customer’s~~current solar ~~power~~market ~~system.~~is ~~Performance~~dominated by c-~~based~~Si ~~incentives~~technology, ~~provide~~with ~~funding~~some topenetration aby ~~customer~~CdTe ~~based~~and onCIGS ~~the~~thin ~~energy~~film ~~produced~~technologies, byaccording ~~their~~to ~~solar power system~~SolarBuzz. ~~Feed~~C-inSi ~~tariffs pay customers for~~ solar ~~power~~cells ~~system~~are ~~generation based on energy~~ produced, at amassive ~~rate generally~~scale ~~guaranteed~~and ~~for~~have aestablished ~~period of time. Tax credits reduce~~ a ~~customer’s~~low-cost ~~taxes~~position atwithin the ~~time~~rooftop and ~~the~~utility-scale ~~taxes~~PV ~~are due~~markets. ~~Net~~Advanced ~~metering allows customers to deliver to the electric grid any excess electricity produced by their on-site~~ solar ~~power~~technology ~~systems,~~development ~~and~~efforts toencompass ~~be credited~~various ~~for~~multiple ~~that~~technology ~~excess~~platforms ~~electricity~~ at various orstages ~~near the full retail price~~ of ~~electricity~~development.

InWithin emerging ~~addition~~applications, towe ~~the~~anticipate ~~mechanisms~~our ~~described above,~~technologies ~~new~~will ~~market~~compete ~~development~~primarily ~~mechanisms~~with toadvanced ~~encourage~~technologies ~~the~~on ~~use~~a basis of ~~renewable~~cost ~~energy~~and performance, ~~sources~~but ~~continue~~importantly on functionality and aesthetics as we open new applications to ~~emerge~~solar power. ~~For example~~Additionally, ~~many~~we believe ~~states~~that inwe ~~the~~will ~~United~~compete ~~States~~with ~~have~~other ~~adopted~~research ~~renewable~~and ~~portfolio~~development ~~standards~~organizations ~~which~~for ~~mandate~~funding ~~that~~from agovernment ~~certain~~agencies, ~~portion~~laboratories, research institutions, and universities. Some of ~~electricity~~our ~~delivered to~~existing ~~customers~~or ~~come~~future ~~from~~competitors ~~eligible~~may ~~renewable~~be ~~energy~~part of larger corporations that have greater financial resources. Inthan ~~certain~~we ~~developing~~do ~~countries~~and, ~~governments~~as ~~are~~a ~~establishing~~result, ~~initiatives to~~may ~~expand~~be ~~access~~better positioned to ~~electricity,~~adapt ~~including~~to ~~initiatives~~changes toin ~~support~~the ~~off-grid~~industry ~~rural~~or ~~electrification~~the ~~using~~economy ~~solar~~as a ~~power~~whole.

~~Employees~~High efficiency compound semiconductor solar technologies have been limited to specialty niche applications due to their high costs; although numerous research efforts are focused on reducing manufacturing costs. Within the high efficiency solar sector, there are a small number of manufacturers, including Spectrolab, a subsidiary of The Boeing Company; SolAero, Azur Space (Germany); MicroLink Devices; Sharp Corporation (Japan); Alta Devices, a subsidiary of Hanergy Thin Film (China); Spectrolab, SolAero, and Azur Space which produce commercial GaAs solar cells for highly specialized applications such as military and space-borne systems, and for which demand is inelastic due to the high prices associated with the technology. Some of these companies are attempting to reduce manufacturing costs to enable entry of high efficiency compound semiconductor solar technologies into commercial terrestrial markets. We believe the Company’s patented GaAs ND-ELO and mini-concentration technologies present the opportunity to significantly reduce the cost for high efficiency solutions and believe that we could potentially license our technology to these companies.

Currently, the Company employees consist of seven full-time personnel – our Chief Executive Officer, five engineers, and an office manager. The Company’s Chief Technology Officer provides support on a consulting basis. Depending on the availability of capital, the Company plans to expand its engineering team, hiring process and product engineers to support stage gate product development leading to product launches and licensing agreements. In addition, the Company expects to hire marketing and supply chain organizations.12

12OPV technologies are in the development stage, with numerous activities ongoing among government laboratories, universities, and private enterprises. Currently, we are not aware of any commercialized OPV technologies, but we believe there are a limited number of developers planning introduction within the next several years.

~~ITEM~~Ongoing research 1Aand development on OPV materials and devices are currently being performed by Heliatek (Dresden, Germany); Mitsubishi Chemical Holdings Corporation; LG Chemical; BELECTRIC OPV (Kolitzheim, Germany); Solvay (Brussels, Belgium; acquired Plextronics); Polyera (Skokie, Illinois); and Solarmer Energy (El Monte, California); among others. ~~RISK~~Research ~~FACTORS~~institutions may also become our competitors, such as University of California, Los Angeles, University of California, Berkley, Fraunhofer-Institut fur Solare Energiesysteme (ISE), Empa, a Swiss federal laboratory for materials science and technology. We believe the Company’s exclusive intellectual property rights surrounding technologies for small molecule OPVs present a formidable obstacle for those wishing to compete with us and present opportunities for potential partnerships.

~~Risks Relating to Our Business~~Regulation

~~There~~The Company ishas ~~doubt~~not ~~about~~yet ~~our~~introduced ~~ability to~~commercial ~~continue~~products and, as asuch, ~~going~~has ~~concern,~~not ~~which~~commenced any governmental approval process. The Company anticipates that the applicability and extent of government approval requirements will depend on the particular end-market. Successful introduction of our products into certain markets may ~~hinder~~require significant government testing and evaluation prior to high volume procurement. We anticipate that the installation of products based on our ~~ability~~high efficiency and OPV technologies will be subject to ~~obtain~~oversight ~~financing~~and regulation in accordance with national and ~~force~~local usordinances relating to ~~cease~~building ~~operations~~codes, safety, environmental protection, utility interconnection and metering and related matters.

WeGovernments implement ~~have~~various ~~only~~policies ~~generated limited revenues~~ to ~~date.~~facilitate ~~In their audit reports for~~ the ~~fiscal~~adoption ~~years~~of ~~2018~~solar ~~and 2017~~power, ~~our~~including ~~independent~~customer-focused ~~registered~~financial ~~public~~incentives ~~accounting~~such ~~firm expressed~~as ~~substantial~~capital ~~doubt~~cost ~~about~~rebates, ~~our~~performance-based ~~ability~~incentives, tofeed-in ~~continue~~tariffs, astax ~~a going concern. We had current liabilities of $12~~credits,~~255,818~~ and ~~current~~net ~~assets of~~metering. ~~$263,961~~Capital ascost ofrebates ~~December~~provide funds ~~31,~~to ~~2018.~~customers Asbased ofon ~~December~~the ~~31,~~cost ~~2018,~~and wesize ~~had~~of a ~~working~~customer’s ~~capital~~solar ~~deficit~~power ofsystem. ~~$11,991,857~~Performance-based ~~and~~incentives anprovide ~~accumulated~~funding ~~deficit~~to ofa ~~$234,121,891.~~customer Webased ~~generated~~on ~~revenues~~the ofenergy ~~$905,443~~produced ~~and~~by ~~$199,080~~their ~~for~~solar ~~the~~power ~~years~~system. ~~ended~~Feed-in ~~December~~tariffs ~~31,~~pay ~~2018~~customers ~~and~~for ~~2017,~~solar ~~respectively, and~~power wesystem ~~lack~~generation based ~~sufficient~~on ~~capital~~energy ~~to fund ongoing operations~~produced, ~~including~~at ~~our~~a ~~research~~rate ~~and~~generally ~~development~~guaranteed ~~activities~~for ~~and~~a ~~for~~period ~~maintenance~~ of ~~our patent portfolio~~time. WeTax ~~have~~credits ~~funded~~reduce ~~our~~a ~~initial~~customer’s ~~operations~~taxes byat the ~~way~~time ofthe ~~sale~~taxes ofare ~~equity~~due. ~~securities,~~Net ~~convertible~~metering ~~note~~allows ~~financing, short~~customers ~~term~~to ~~financing~~deliver ~~from~~to ~~private~~the ~~parties,~~electric ~~and~~grid ~~advances~~any ~~from~~excess ~~related~~electricity ~~parties.~~produced Weby ~~anticipate that we will continue to experience~~their ~~net~~on-site ~~operating~~solar ~~losses~~power assystems, weand ~~seek~~ to ~~commercialize~~be ~~our~~credited ~~technologies~~for ~~and~~ that ~~the~~excess ~~continuation~~electricity ofat ~~our~~or ~~business~~near ~~and~~the ~~our~~full ~~ability~~retail ~~to service~~price ~~existing~~of ~~liabilities will continue to be dependent primarily on raising capital~~electricity.

~~Our~~In addition ~~net~~to ~~operating~~the ~~losses~~mechanisms ~~require~~described ~~that~~above, ~~we finance~~new ~~our~~market ~~operations~~development ~~from~~mechanisms ~~outside~~to ~~sources~~encourage ~~through~~the ~~funding~~use ~~from~~of ~~the~~renewable ~~sale~~energy ofsources continue ~~our~~to ~~securities~~emerge. IfFor weexample, ~~are~~many ~~unable~~states toin ~~obtain~~the ~~such~~United ~~additional capital,~~States wehave ~~will~~adopted ~~not~~renewable beportfolio ~~able~~standards towhich ~~sustain~~mandate ~~our~~that a ~~operations~~certain ~~and~~portion ~~would~~of beelectricity ~~required~~delivered to ~~cease~~customers ~~our~~come ~~operations~~from eligible renewable energy resources. ~~Investors~~In ~~should~~certain ~~consider~~developing countries, ~~this~~governments ~~when~~are ~~determining~~establishing ifinitiatives anto ~~investment~~expand inaccess ~~our~~to ~~Company~~electricity, isincluding ~~suitable~~initiatives to support off-grid rural electrification using solar power.

Even if we do raise sufficient capital and generate sufficient revenues to support our operating expenses, there can be no assurance that the revenue will be sufficient to enable us to develop our business to a level where it will generate sufficient profits and cash flows from operations or provide a return on investment. In addition, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, the newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders and the trading price of our common stock could be adversely affected. Further, if we obtain additional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations. If we are unable to continue as a going concern, our shareholders may lose their entire investment.Employees

WeCurrently, the ~~are~~Company ~~presently~~employees ~~solely~~consist ~~dependent on~~of ~~raising~~eight ~~capital~~full-time topersonnel ~~maintain~~– our Chief Executive Officer, six engineers, and an office manager. The Company’s Chief Technology Officer provides support on a consulting basis. Depending on the availability of capital, the ~~our~~Company ~~patent~~plans ~~portfolio~~to expand its engineering team, ~~research~~hiring process and product engineers to support stage gate product development leading ~~activities~~to product launches and ~~efforts~~licensing agreements. In addition, the Company expects to ~~commercialize our~~hire ~~technologies~~marketing and supply chain organizations.

We are currently in the development stage and have not yet commercialized any of our technologies nor have we licensed any of our technologies other than our Agreement with SolAero, as discussed above, or sold any products, and have only generated limited revenues and are solely dependent on raising capital to fund our operations. We currently need to raise capital in order to maintain our operations, our patent portfolio, research and development activities and efforts to commercialize our technologies, as well as to pay our approximately $4.1 million in outstanding accounts payable and accrued liabilities as of December 31, 2018.13

~~There can be no assurance that we will~~ITEM be able to raise the capital that we need or that if we can, that it will be available on terms that are acceptable to us or our shareholders or which would not substantially dilute existing shareholders’ interests1A. IfRISK ~~we fail to raise sufficient capital, we will be unable to maintain our Company or our patents or commercialize our technologies which may result in a total loss of our shareholders’ investments.~~FACTORS

~~We have entered into convertible~~Risks ~~note~~Relating ~~transactions which contain variable conversion prices which could result in substantial dilution~~ to ~~our~~Our ~~shareholders.~~Business

AsThere is ~~disclosed~~doubt inabout our ~~filings~~ability ~~with~~to ~~the~~continue ~~Securities and~~as ~~Exchange Commission, we have entered into~~ a ~~number~~going ofconcern, ~~financing transactions in~~ which wemay ~~have~~hinder ~~sold convertible notes which, if not paid by the stipulated maturity date, can convert into shares of~~ our ~~common~~ability ~~stock at a significant discount~~ to ~~the~~obtain ~~market price.~~financing Inand ~~connection~~force ~~with~~us ~~each of these transactions, we have been required~~ to ~~reserve a significant number of shares for conversion~~cease ~~with our transfer agent in the event that conversion occurs~~operations. ~~For instance, in a transaction on November 28, 2018 for a $75,000 convertible note, we reserved 15,000,000 shares of our common stock.~~

We have only generated limited revenues to date. In their audit reports for the fiscal years 2019 and 2018, our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern. We had current liabilities of $14,087,321 and current assets of $267,940 as of December 31, 2019. As of December 31, 2019, we had a working capital deficit of $13,819,381 and an accumulated deficit of $247,644,087. We generated revenues of $293,278 and $905,443 for the years ended December 31, 2019 and 2018, respectively, and we lack sufficient capital to fund ongoing operations, including our research and development activities and for maintenance of our patent portfolio. We have funded our initial operations by way of sale of equity securities, convertible note financing, short term financing from private parties, and advances from related parties. We anticipate that we will continue to experience net operating losses as we seek to commercialize our technologies and that the continuation of our business and our ability to service existing liabilities will continue to be dependent primarily on raising capital.

~~While we plan to repay each of these convertible~~Our ~~notes~~net ~~prior~~operating tolosses ~~maturity,~~require ~~and in fact have paid off previous notes with similar terms, there can be no assurance~~ that ~~monies~~we ~~will be~~finance ~~available~~our tooperations dofrom sooutside assources wethrough ~~need~~funding tofrom ~~raise additional capital. In~~ the ~~event~~sale ~~any~~ of ~~these~~our ~~notes~~securities. If we are ~~converted~~unable byto ~~their~~obtain ~~holders and~~ such ~~holders~~additional ~~sell our common stock in the market~~capital, itwe ~~is anticipated that this~~ will ~~result~~not inbe aable ~~substantial~~to ~~decrease~~sustain in our ~~stock price~~operations and ~~substantial~~would ~~dilution~~be required to cease our ~~shareholders as a result of the discounted prices at which the holders will obtain our common stock~~operations. ~~The~~Investors ~~more~~should ~~stock~~consider ~~that~~this iswhen ~~sold~~determining byif aan ~~holder~~investment ofin ~~these notes, the more likely it is that~~ our ~~stock~~Company ~~price will be substantially lowered by such selling activity as the market for our common stock~~ is ~~not well developed or active~~suitable.

WeEven if ~~will~~we ~~need~~do ~~additional~~raise sufficient capital and generate sufficient revenues to support our operating expenses, there can be no assurance ~~fund~~that the revenue will be sufficient to enable us to develop our ~~growth~~business to a level where it will generate sufficient profits and cash flows from operations or provide a return on investment. In addition, if we ~~may~~raise ~~not~~additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be ~~able~~significantly diluted, the newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders and the trading price of our common stock could be adversely affected. Further, if we obtain ~~sufficient~~additional ~~capital~~debt onfinancing, ~~reasonable~~a ~~terms~~substantial ~~and~~portion of our operating cash flow may be ~~forced~~dedicated to ~~limit~~the payment of principal and interest on such indebtedness, and the ~~scope~~terms of the debt securities issued could impose significant restrictions on our operations. If we are unable to continue as a going concern, our shareholders may lose their entire investment.

IfWe are ~~adequate~~presently ~~additional~~solely ~~financing~~dependent ison ~~not available~~raising capital to ~~us,~~maintain orour ~~if available~~Company, ifour itpatent ~~is not available on reasonable terms~~portfolio, weresearch ~~may~~and ~~not~~development ~~be able to fund our future operations~~activities and weefforts ~~would have~~ to ~~modify~~commercialize our ~~business plans accordingly~~technologies. ~~There is no assurance that additional financing will be available to us.~~

IfWe are wecurrently ~~cannot~~in ~~obtain~~the ~~additional~~development ~~funding, we~~stage ~~may~~and behave ~~required~~not ~~to:~~yet ~~(i)~~commercialized ~~limit~~any ~~internal~~of ~~growth~~our ~~(ii)~~technologies ~~limit~~nor ~~the~~have ~~recruitment~~we ~~and~~licensed ~~retention~~any of ~~additional~~our technologies ~~key~~other ~~personnel~~than our Agreement with SolAero, as discussed above, or sold any products, and ~~(iii) limit~~have ~~acquisitions~~only ofgenerated ~~businesses~~limited revenues and ~~technology~~are solely dependent on raising capital to fund our operations. ~~Such~~We ~~limitations~~currently ~~could~~need ~~materially~~to ~~adversely~~raise ~~affect~~capital in order to maintain our ~~business~~operations, our patent portfolio, research and development activities and efforts to commercialize our ~~ability~~technologies, as well as to ~~compete~~pay our approximately $3. 9 million in outstanding accounts payable and accrued liabilities as of December 31, 2019.

~~Even~~There can ifbe weno doassurance ~~find~~that ~~a source of additional capital,~~ we ~~may~~will ~~not~~ be able to ~~negotiate~~raise ~~terms and conditions for receiving~~ the ~~additional~~ capital that ~~are~~we ~~acceptable~~need toor ~~us.~~that ~~Any future~~if ~~capital~~we ~~investments~~can, ~~could~~that ~~dilute~~it orwill ~~otherwise~~be ~~materially~~available ~~and~~on ~~adversely~~terms that ~~affect~~are ~~the~~acceptable ~~holdings~~to us or ~~rights of~~ our ~~existing~~ shareholders~~. In~~ ~~addition, new equity~~ or ~~convertible~~which ~~debt~~would ~~securities~~not ~~issued~~substantially bydilute usexisting toshareholders’ ~~obtain~~interests. If ~~financing~~we ~~could~~fail ~~have rights, preferences and privileges senior~~ to ~~our~~raise ~~common~~sufficient ~~stock.~~capital, Wewe ~~cannot~~will ~~give~~be ~~you~~unable ~~any~~to ~~assurance~~maintain ~~that~~our ~~any~~Company ~~additional~~or ~~financing~~our ~~will~~patents beor ~~available~~commercialize toour ~~us,~~technologies which ormay ifresult ~~available, will~~in bea ontotal ~~terms~~loss ~~favorable~~of toour usshareholders’ investments.

We have ~~incurred,~~entered ~~and~~into ~~expect~~convertible tonote ~~continue to~~transactions ~~incur,~~which ~~significant~~contain ~~losses~~variable asconversion weprices ~~seek~~which tocould ~~commercialize~~result in substantial dilution to our ~~technologies~~shareholders.

~~Our operating subsidiary was incorporated~~As ~~under~~disclosed ~~the laws of the Commonwealth of Pennsylvania~~ in ~~February~~our ~~1994.~~filings Wewith ~~have~~the ~~been~~Securities ~~a development-stage company since that time~~ and ~~have~~ ~~only~~Exchange ~~generated~~Commission, ~~limited revenues to date. Since our incorporation~~ we have ~~incurred~~entered ~~significant~~into ~~losses.~~a Wenumber ~~expect~~of ~~that~~financing ~~our expenditures~~transactions ~~will~~in ~~increase~~which ~~to the extent~~ we ~~seek~~have tosold ~~continue~~convertible tonotes ~~develop strategic partnerships to commercialize our products. We expect these losses to continue until such time~~which, if ~~ever,~~not aspaid weby ~~are~~the ~~able~~stipulated tomaturity ~~generate~~date, ~~sufficient~~can ~~revenues~~convert ~~from~~into ~~the~~shares ~~commercial exploitation~~ of ~~our~~ ~~high efficiency and organic photovoltaics (“OPV”) technologies to support~~ our ~~operations. Our high efficiency and~~common ~~OPV~~stock ~~technologies~~at ~~may~~a ~~never~~significant bediscount ~~incorporated~~to inthe ~~any~~market ~~commercial applications~~price. WeIn ~~have~~connection ~~encountered~~with ~~and~~each ~~will~~of ~~continue~~these ~~to encounter risks and difficulties frequently experienced by early~~transactions, ~~commercial-stage companies in rapidly evolving industries. If~~ we dohave ~~not~~been ~~address these~~required ~~risks successfully, our business will suffer. We may never be profitable. We may be unable~~ to ~~satisfy our obligations solely~~reserve ~~from~~a ~~cash~~significant ~~generated~~number ~~from~~of ~~operations.~~shares ~~If,~~ for ~~any~~conversion ~~reason,~~with ~~we are unable to make required payments under~~ our ~~obligations,~~transfer ~~one~~agent ~~or more~~in ofthe ~~our~~event ~~creditors~~that ~~may~~conversion ~~take action to collect their debts~~occurs. IfFor ~~we continue to incur substantial losses and are unable to secure additional financing or secure financing on terms that are favorable to us~~instance, wein ~~could be forced to discontinue or further curtail~~a ~~our~~transaction ~~business operations; sell assets at unfavorable prices; refinance existing debt obligations~~ on ~~terms~~August ~~unfavorable to us; or merge~~15, ~~consolidate~~2019 orfor ~~combine with~~ a ~~company~~$75,000 ~~with~~convertible ~~greater~~note, ~~financial~~we ~~resources~~reserved in15,000,000 ashares ~~transaction~~of ~~that~~our ~~may~~common ~~be unfavorable to us~~stock.

~~Our inability to achieve and sustain profitability could cause us to go out of business and for our shareholders to lose their entire investment.~~14

WeWhile we ~~are~~plan ato ~~development-stage~~repay ~~company~~each of these convertible notes prior to maturity, and in fact have ~~only~~paid ~~generated~~off ~~limited~~previous ~~revenues~~notes towith ~~date.~~similar Weterms, there ~~cannot~~can ~~provide~~be ~~any~~no assurance that monies will be available to do so as we need to raise additional capital. In the event any of these notes are converted by their holders and such holders sell our ~~business~~common ~~strategies~~stock ~~will~~in bethe ~~successful or~~market, it is anticipated that ~~future~~this ~~growth~~will result in ~~revenues~~a orsubstantial ~~profitability~~decrease ~~will~~in ~~ever~~our bestock ~~achieved~~price ~~or,~~and ifsubstantial ~~they~~dilution ~~are~~to ~~achieved,~~our ~~that~~shareholders ~~they~~as ~~can~~a beresult ~~consistently~~of the discounted prices ~~sustained~~at orwhich ~~increased~~the onholders awill ~~quarterly~~obtain orour ~~annual~~common ~~basis~~stock. IfThe wemore ~~are~~stock ~~unable~~that tois ~~grow~~sold ~~our~~by ~~business~~a ~~sufficiently~~holder toof ~~achieve~~these ~~and~~notes, ~~maintain positive~~the ~~net~~more ~~cash~~likely ~~flow,~~it is wethat ~~may~~our ~~not~~stock price will be ~~able~~substantially tolowered ~~sustain~~by ~~operations~~such ~~and~~selling activity as the market for our ~~shareholders’~~common ~~entire~~stock ~~investment~~is ~~may~~not bewell developed ~~lost~~or active.

14We will need additional capital to fund our growth and we may not be able to obtain sufficient capital on reasonable terms and may be forced to limit the scope of our operations.

~~Our~~If adequate ~~substantial~~additional ~~indebtedness~~financing ~~could adversely~~is ~~affect~~not ~~our~~available ~~business~~to us, ~~financial~~or ~~condition~~if ~~and~~available, ~~results~~if ofit is not available on reasonable terms, we may not be able to fund our future operations and ~~our~~we ~~ability~~would have to ~~meet~~modify our ~~payment~~business ~~obligations~~plans accordingly. There is no assurance that additional financing will be available to us.

AsIf we ofcannot ~~December~~obtain ~~31,~~additional ~~2018~~funding, we ~~had~~may ~~total~~be ~~indebtedness of~~required ~~approximately~~to: ~~$12.3~~(i) ~~million.~~limit ~~Our~~internal ~~substantial~~growth ~~indebtedness~~(ii) ~~could~~limit ~~have~~the ~~important~~recruitment ~~consequences~~and ~~to our stockholders. For example,~~retention itof ~~makes it more difficult to raise~~ additional ~~equity~~key ~~or debt capital; it could require us to dedicate a substantial portion of our cash flow from operations~~personnel, ~~when~~ and if(iii) ~~such~~limit ~~cash~~acquisitions ~~flow commences to payments on our indebtedness, thereby reducing the availability~~ of ~~our~~businesses ~~cash flow to fund working capital, capital expenditures, research~~ and ~~development~~technology. ~~efforts~~Such ~~and~~limitations ~~other~~could ~~general~~materially ~~corporate purposes;~~adversely ~~increase~~affect our ~~vulnerability~~business to and ~~limit~~ our ~~flexibility in planning for, or reacting to, changes in our business; place us at a competitive disadvantage compared to our competitors that have less debt; limit our~~ ability to ~~borrow additional funds, dispose of assets, and make certain investments; and make us more vulnerable to a general economic downturn than a company that is less leveraged~~compete.

AEven if ~~high~~we ~~level~~do offind ~~indebtedness~~a ~~increases the~~source ~~risk~~of ~~that~~additional capital, we may ~~default~~not onbe ~~our~~able ~~debt obligations. Our ability~~ to ~~meet~~negotiate ~~our~~terms ~~debt~~and ~~obligations~~conditions ~~and~~for toreceiving ~~reduce~~the ~~our~~additional capital ~~level~~that ofare ~~indebtedness will~~acceptable ~~depend~~to onus. ~~our~~Any future ~~performance.~~capital ~~General~~investments ~~economic~~could ~~conditions~~dilute ~~and~~or ~~financial,~~otherwise ~~business~~materially and ~~other~~adversely ~~factors~~ affect ~~our operations~~the ~~and~~holdings ~~our~~or ~~future~~rights ~~performance. Many~~ of ~~these~~our ~~factors~~existing ~~are~~shareholders. ~~beyond~~In ~~our~~addition, ~~control.~~new Weequity ~~may~~or ~~not~~convertible bedebt ~~able~~securities toissued ~~generate~~by ~~sufficient~~us ~~cash~~to ~~flows~~obtain tofinancing ~~pay~~could ~~the~~have ~~interest~~rights, onpreferences ~~our debt~~ and ~~future~~privileges ~~working~~senior ~~capital,~~to ~~borrowings~~our orcommon ~~equity~~stock. ~~financing~~We ~~may~~cannot ~~not~~give beyou ~~available~~any toassurance ~~pay~~that ~~or refinance~~any ~~such~~additional ~~debt.~~financing ~~Factors that~~ will ~~affect~~be ~~our~~available ~~ability~~ to ~~raise~~us, ~~cash through an offering of our capital stock~~ or aif ~~refinancing of our debt include financial market conditions~~available, ~~the~~will ~~value~~be ofon ~~our~~terms ~~assets~~favorable ~~and~~to ~~our performance at the time we need capital~~us.

~~Our~~We have ~~business~~incurred, ~~could~~and beexpect ~~adversely~~to ~~affected by~~continue ~~general~~to ~~economic~~incur, ~~conditions~~significant ~~which~~losses ~~may~~as ~~negatively~~we ~~affect~~seek ~~our ability~~ to becommercialize ~~profitable~~our technologies.

Our operating ~~business~~subsidiary ~~could~~was beincorporated ~~adversely~~under ~~affected~~ the laws of the Commonwealth of Pennsylvania in February 1994. We have been a ~~number~~development-stage company ofsince ~~ways~~that bytime ~~general~~and ~~economic~~have ~~conditions,~~only ~~including~~generated ~~higher~~limited ~~interest~~revenues ~~rates,~~to ~~consumer~~date. ~~credit~~Since ~~conditions,~~our ~~unemployment~~incorporation ~~and other~~we ~~economic~~have ~~factors~~incurred significant losses. ~~Changes~~We inexpect ~~interest~~that ~~rates~~our ~~may~~expenditures will increase ~~our~~to ~~costs~~the ofextent ~~capital~~we ~~and~~seek ~~negatively~~to ~~affect~~continue ~~our~~to ~~ability~~develop strategic partnerships to ~~secure~~commercialize ~~financing~~our onproducts. ~~favorable~~We ~~terms.~~expect ~~During~~these ~~economic~~losses ~~downturns~~to continue until such time, if ever, as we ~~may~~are ~~have~~able ~~greater~~to ~~difficulty~~generate insufficient ~~gaining~~revenues ~~new~~from the ~~customers~~commercial ~~for~~exploitation of our ~~products~~high efficiency and organic photovoltaics (“OPV”) technologies to support our operations. Our high efficiency and ~~services~~OPV technologies may never be incorporated in any commercial applications. ~~Our~~We ~~strategies~~have encountered and will continue to ~~acquire~~encounter ~~new~~risks ~~customers~~and ~~may~~difficulties frequently experienced by early, commercial-stage companies in rapidly evolving industries. If we do not address these risks successfully, our business will suffer. We may never be ~~successful~~profitable. We may be unable to satisfy our obligations solely from cash generated from operations. If, ~~which~~for any reason, inwe ~~turn~~are unable to make required payments under our obligations, ~~could~~one ~~have~~or amore ~~material~~of ~~adverse~~our ~~effect~~creditors may take action to collect their debts. If we continue to incur substantial losses and are unable to secure additional financing or secure financing on terms that are favorable to us, we could be forced to discontinue or further curtail our business operations; sell assets at unfavorable prices; refinance existing debt obligations on terms unfavorable to us; or merge, consolidate or combine with a company with greater financial ~~condition~~resources ~~and~~in ~~results~~a oftransaction ~~operations~~that may be unfavorable to us.

Our ~~patents depend upon the continued~~ ~~effectiveness~~inability ofto ~~our~~achieve ~~license~~and ~~agreement~~sustain ~~with~~profitability ~~USC,~~could ~~Michigan~~cause ~~and~~us ~~Princeton~~to ~~University,~~go ~~the~~out ~~termination~~ of ~~which~~business ~~could~~and ~~materially~~for ~~impair~~ our ~~ability~~shareholders to ~~continue~~lose ~~our~~their ~~business~~entire investment.

~~Pursuant~~We are toa ~~that~~development-stage ~~certain~~company ~~License~~and ~~Agreement dated~~have ~~August~~only ~~22,~~generated ~~2016,~~limited byrevenues ~~and~~to ~~among~~date. ~~the~~We ~~Company,~~cannot ~~USC,~~provide ~~Michigan~~any ~~and~~assurance ~~Princeton~~that ~~University,~~any weof our ~~have~~business ~~obtained~~strategies ~~the~~will ~~exclusive~~be ~~worldwide license~~successful ~~and~~or ~~right~~that tofuture ~~sublicense~~growth ~~any~~in ~~and~~revenues ~~all~~or ~~intellectual~~profitability ~~property~~will ~~resulting~~ever ~~from~~be ~~our~~achieved ~~sponsored~~or, ~~research~~if ~~programs.~~they are Ifachieved, ~~the~~that ~~License Agreement~~they ~~expires~~can orbe isconsistently ~~terminated~~sustained ~~for~~or ~~any~~increased ~~reason,~~on ~~including~~a byquarterly ~~our~~or ~~default~~annual orbasis. ~~breach~~If ~~thereof,~~we ~~our~~are ~~ability~~unable to ~~generate~~grow ~~revenues~~our ~~could~~business besufficiently ~~substantially~~to ~~impaired~~achieve and ~~our~~maintain ~~business~~positive ~~and~~net ~~financial~~cash ~~condition~~flow, ~~could~~we may not be ~~materially~~able to sustain operations and ~~adversely~~our ~~impacted~~shareholders’ entire investment may be lost.

~~We are in arrears on payments to certain critical vendors and may not have sufficient capital to pay such vendors in the future which could negatively impact our business.~~15

WeOur substantial ~~are~~indebtedness ~~currently~~could inadversely ~~arrears~~affect ~~with~~our ~~regard to~~business, ~~payments~~financial tocondition ~~certain of its vendors~~ and ~~may~~results ~~not~~of ~~have~~operations ~~sufficient capital to pay such vendors in the short term or long-term future. If we continue to fall behind on these payments~~ and ~~if we are unable to ultimately pay its vendors, the vendors may stop providing critical services to us. Additionally, if~~ our ~~vendors~~ability ~~remain unpaid, they may seek~~ to ~~recover payments owed to them by bringing~~ ~~legal~~meet ~~claims for such payments against us. We may not be able to successfully defend these claims which may lead to~~ our ~~being~~payment ~~ordered to pay such amounts by a court of lawful jurisdiction which could have a negative effect on our business operations~~obligations.

As of December 31, 2019, we had total indebtedness of approximately $7.7 million. Our ~~success~~substantial isindebtedness ~~dependent~~could inhave ~~part~~important consequences to our stockholders. For example, it makes it more difficult to raise additional equity or debt capital; it could require us to dedicate a substantial portion of our cash flow from operations, when and if such cash flow commences to payments on ~~market~~our ~~acceptance~~indebtedness, thereby reducing the availability of ~~thin-film~~our ~~solar~~cash ~~technology~~flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes; increase our vulnerability to and limit our flexibility in planning for, or reacting to, changes in our business; place us at a competitive disadvantage compared to our competitors that have less debt; limit our ability to borrow additional funds, dispose of assets, and make certain investments; and make us more vulnerable to a general economic downturn than a company that is less leveraged.

~~Our~~A high ~~success~~level isof ~~dependent~~indebtedness inincreases ~~part~~the onrisk ~~market acceptance~~that ofwe ~~thin-film~~may ~~solar~~default ~~technology.~~on ~~Thin-film~~our ~~technology~~debt ~~has~~obligations. aOur ~~limited~~ability ~~operating~~to ~~history~~meet ~~making~~our itdebt ~~difficult~~obligations and to ~~predict~~reduce a our level atof ~~which~~indebtedness ~~the~~will ~~technology~~depend ison ~~competitive~~our ~~with~~future performance. General economic conditions and financial, business and other ~~energy~~factors ~~sources~~affect ~~without~~our ~~government~~operations ~~subsidies~~and our future performance. IfMany ~~thin-film~~of ~~technology~~these ~~performs below~~factors ~~expectations~~are orbeyond ifour itcontrol. ~~does~~We may not ~~achieve~~be able ~~cost~~to ~~competitiveness~~generate ~~with~~sufficient ~~conventional~~cash flows to pay the interest on our debt and future working capital, borrowings or ~~other~~equity ~~solar~~financing may not be available to pay or ~~non-solar~~refinance ~~renewable~~such ~~energy sources~~debt. ~~without~~Factors ~~government~~that ~~subsidies,~~will itaffect ~~could~~our ~~result~~ability into ~~the~~raise ~~failure~~cash through an offering of our ~~the~~capital ~~technology~~stock toor bea ~~widely~~refinancing ~~adopted~~of inour ~~the~~debt ~~market.~~include ~~This could~~financial ~~significantly~~market ~~affect~~conditions, ~~demand~~the ~~for~~value ~~thin-film~~of ~~solar~~our ~~technologies~~assets and ~~negatively~~our ~~impact~~performance at ~~our~~the ~~business~~time we need capital.

15Our business could be adversely affected by general economic conditions which may negatively affect our ability to be profitable.

WeOur business ~~may~~could ~~never~~be ~~develop~~adversely oraffected ~~license~~in a number of ways by general economic conditions, including higher interest rates, consumer ~~product~~credit ~~that~~conditions, ~~uses~~unemployment ~~its~~and ~~high~~other ~~efficiency~~economic orfactors. ~~OPV~~Changes ~~technologies~~in interest rates may increase our costs of capital and negatively affect our ability to secure financing on favorable terms. During economic downturns, we may have greater difficulty in gaining new customers for our products and services. Our strategies to acquire new customers may not be successful, which, in turn, could have a material adverse effect on our business, financial condition and results of operations.

~~We have devoted substantially all of our~~Our ~~financial~~patents ~~resources~~depend ~~and~~upon ~~efforts to developing our OPV technologies and identifying potential users of our technologies. Development and commercialization of~~ the ~~photovoltaic~~continued ~~technologies~~effectiveness ~~is a highly speculative undertaking and involves a substantial degree~~ of ~~uncertainty.~~ ~~Neither we nor anyone else has developed any product that uses~~ our ~~OPV~~license ~~technologies,~~agreement ~~nor~~with ~~have we licensed its high efficiency or OPV technologies to anyone else who has developed such a product. We may never develop a commercially viable use for those technologies~~USC, ~~may~~Michigan ~~never achieve commercially viable performance for our OPV technologies~~ and ~~may~~Princeton ~~never~~University, ~~license~~the ~~our high~~termination ~~efficiency or OPV technologies to anyone. Even if we or a licensee~~ of ~~ours~~which ~~does~~could ~~develop~~materially aimpair ~~commercially~~our ~~viable~~ability ~~product or use, the product may never become profitable, either because it is not developed quickly enough, it is not developed~~ to ~~meet~~continue ~~industry~~our ~~standards, or because no market for the product is identified, or otherwise~~business.

~~Our~~Pursuant to ~~business~~that iscertain ~~based~~License onAgreement ~~new~~dated ~~and unproven~~August ~~technologies~~22, 2016, by and ifamong ~~our~~the ~~high~~Company, ~~efficiency~~USC, orMichigan ~~OPV~~and ~~technologies~~Princeton ~~fail~~University, towe have ~~achieve~~obtained the ~~performance~~exclusive worldwide license and ~~cost~~right ~~metrics~~to ~~that~~sublicense weany and all intellectual property resulting from our sponsored ~~anticipate,~~research ~~then~~programs. weIf ~~may~~the beLicense ~~unable~~Agreement toexpires ~~develop~~or ais ~~demand~~terminated for any reason, including by our ~~products~~default or ~~generate~~breach ~~sufficient~~thereof, our ~~revenue~~ability to ~~support~~generate revenues could be substantially impaired and our ~~operations~~business and financial condition could be materially and adversely impacted.

~~Our high efficiency and OPV technologies~~We are ~~new~~in ~~and~~arrears ~~unproven at commercial scale production, and such technologies may never gain market acceptance, if they do not compare favorably against competing products~~ on ~~the~~payments ~~basis of cost, quality, efficiency and performance. Our business plan and strategies assume that we will be able~~ to ~~achieve~~ certain ~~milestones~~critical ~~and~~vendors ~~metrics in terms of throughput, uniformity of cell efficiencies, yield, cost~~ and ~~other~~may ~~production~~not ~~parameters.~~have Wesufficient ~~cannot~~capital ~~assure you that our technologies will prove~~ to bepay ~~commercially~~such ~~viable~~vendors in ~~accordance~~ ~~with~~the ~~our~~future ~~plan and strategies. Further, we or our strategic partners and licensees may experience operational problems~~which ~~with such technology after its commercial introduction that~~ could ~~delay~~negatively orimpact ~~defeat the ability of such technology to generate revenue or operating profits. If we are unable to achieve~~ our ~~targets on time and within our planned budget, then we may not be able to develop adequate demand for our high efficiency and OPV technologies, and our~~ business~~, results of operations and financial condition could be materially and adversely affected~~.

We are currently in arrears with regard to payments to certain of our vendors and may not ~~reach~~have ~~profitability~~sufficient ifcapital to pay such vendors ~~our~~in ~~high~~the ~~efficiency~~short term or long-term future. If we continue to fall behind on these payments and ~~OPV~~if ~~technologies~~we are ~~not~~unable ~~suitable~~to ~~for~~ultimately ~~widespread~~pay our ~~adoption~~vendors, orthe ~~sufficient~~vendors ~~demand~~may ~~for~~stop providing critical services to us. Additionally, if our ~~technologies~~vendors ~~does~~remain unpaid, they may seek to recover payments owed to them by bringing legal claims for such payments against us. We may not ~~develop~~be orable ~~develops~~to ~~slower~~successfully ~~than~~defend these weclaims ~~anticipate~~which may lead to our being ordered to pay such amounts by a court of lawful jurisdiction which could have a negative effect on our business operations.

~~The extent to~~Our ~~which~~success ~~solar photovoltaic (“PV”) products based on our technologies will be widely adopted~~ is ~~uncertain.~~dependent If our high efficiency and OPV technologies prove unsuitable for widespread adoption or demand for our high efficiency and OPV technologies fails to develop sufficiently, we may be unable to grow our business or generate sufficient revenue from operations to reach profitability or maintain our business. In addition, demand for solar modules in ~~our~~part ~~targeted~~on ~~markets~~market ~~may~~acceptance ~~not develop or may develop to a lesser extent than we anticipate. Many factors may affect the viability~~ of ~~widespread~~thin-film ~~adoption of~~ solar PV technology ~~and demand for our high efficiency and OPV products, including the following:~~.

●Our success ~~performance~~is ~~and~~dependent ~~reliability~~in ofpart ~~solar~~on ~~modules~~market ~~and~~acceptance of thin-film solar technology. Thin-film technology ~~compared~~has ~~with~~a ~~conventional~~limited ~~and~~operating history ~~other~~making ~~non-solar~~it ~~renewable~~difficult to predict a level at which the technology is competitive with other energy sources ~~and~~without ~~products;~~government subsidies. ●If ~~cost~~thin-~~effectiveness~~film oftechnology ~~solar~~performs ~~modules~~below ~~compared~~expectations or if it does not achieve cost competitiveness with conventional or ~~and~~ other solar or non-solar renewable energy sources without government subsidies, it could result in the failure of the technology to be widely adopted in the market. This could significantly affect demand for thin-film solar technologies and ~~products;~~negatively impact our business.

● availability of government subsidies and incentives to support the development of the solar PV industry; ● success of other renewable energy generation technologies, such as hydroelectric, wind, geothermal, solar thermal, concentrated PV and biomass; ● fluctuations in economic and market conditions that affect the viability of conventional and non-solar renewable energy sources, such as increases or decreases in the price of oil and other fossil fuels;16

16We may never develop or license a product that uses its high efficiency or OPV technologies.

●We have ~~fluctuations~~devoted insubstantially ~~economic~~all of our financial resources and ~~market~~efforts ~~conditions~~to ~~that~~developing ~~affect~~our ~~the~~OPV ~~viability~~technologies and identifying potential users of ~~conventional~~our technologies. Development and ~~non-solar~~commercialization ~~renewable~~of ~~energy~~the ~~sources~~photovoltaic technologies is a highly speculative undertaking and involves a substantial degree of uncertainty. Neither we nor anyone else has developed any product that uses our OPV technologies, nor ~~such~~have aswe ~~increases~~licensed its high efficiency or ~~decreases~~OPV intechnologies ~~the~~to ~~price~~anyone ofelse ~~oil~~who ~~and~~has ~~other~~developed ~~fossil~~such ~~fuels;~~a product. We may never develop a commercially viable use for those technologies, may never achieve commercially viable performance for our OPV technologies and may ●never ~~deregulation~~license our high efficiency or OPV technologies to anyone. Even if we or a licensee of ours does develop a commercially viable product or use, the ~~electric~~product ~~power~~may never become profitable, either because it is not developed quickly enough, it is not developed to meet industry ~~and~~standards, or because no market for the ~~broader~~product ~~energy~~is ~~industry~~identified, or otherwise.

IfOur business weis dobased ~~not~~on ~~reach profitability~~new ~~because~~and ~~our~~unproven PVtechnologies, ~~technology~~and isif ~~not~~our ~~suitable~~high ~~for~~efficiency ~~widespread~~or ~~adoption~~OPV ortechnologies ~~due~~fail to ~~insufficient~~achieve ~~demand~~the ~~for~~performance and ~~solar~~cost PVmetrics ~~modules, our~~that ~~financial~~we ~~condition~~anticipate, ~~and~~then ~~business~~we ~~could~~may be ~~materially~~unable ~~and~~to ~~adversely~~develop ~~affected~~a demand for our products or generate sufficient revenue to support our operations.

Our high ~~intellectual~~efficiency ~~property~~and ~~rights~~OPV technologies are new and unproven at commercial scale production, and such technologies may never gain ~~with~~market ~~regard~~acceptance, if they do not compare favorably against competing products on the basis of cost, quality, efficiency and performance. Our business plan and strategies assume that we will be able to achieve certain milestones and metrics in terms of throughput, uniformity of cell efficiencies, yield, cost and other production parameters. We cannot assure you that our technologies will prove to be commercially viable in accordance with our plan and strategies. Further, we or our strategic partners and licensees may experience operational problems with such technology after its commercial introduction that could delay or defeat the ability of such technology to generate revenue or operating profits. If we are unable to achieve our targets on time and within our planned budget, then we may not be able to develop adequate demand for our high efficiency and OPV technologies, ~~may~~and our business, results of operations and financial condition could be ~~challenged~~materially and adversely affected.

Pursuant to the license agreement dated August 22, 2016 by and among the Company, USC, Michigan and Princeton University (as mentioned above), we have obtained exclusive rights to an extensive portfolio of issued and pending U.S. patents, plus their foreign counterparts relating to advanced thin-film PV technologies. We ~~may obtain rights to additional patents and patent applications under its Sponsored Research Agreements. However,~~ ~~additional patent applications~~ may ~~never be filed and we may never obtain any rights to such applications. Any patent applications now pending or filed in the future may~~ not ~~result~~reach inprofitability ~~patents~~if being issued. Any patents now licensed to us, or licensed to us in the future, may not provide us with any competitive advantages or prove enforceable. Our rights to these patents may be challenged by third parties. The cost of litigation to uphold the validity, or to prevent infringement of patents and to enforce licensing rights can be substantial and beyond our ~~financial means. Furthermore, others may independently develop similar technologies or duplicate our~~ high efficiency and OPV technologies ~~licensed~~are tonot ussuitable orfor ~~design~~widespread ~~around~~adoption ~~the~~or ~~patented aspects of such technology. In~~sufficient ~~addition,~~demand ~~there~~for ~~can~~our ~~be no assurance that the products and~~ technologies wedoes ~~will seek to commercialize will~~ not ~~infringe~~develop ~~patents~~ or ~~other~~develops ~~rights~~slower ~~owned~~than bywe ~~others, or that licenses for other’s technology will be available~~anticipate.

~~Our~~The extent ~~success~~to iswhich ~~dependent~~solar photovoltaic (“PV”) products based on aour ~~small~~technologies will be widely adopted is uncertain. ~~number~~If ofour ~~management~~high ~~personnel~~efficiency and OPV technologies prove unsuitable for widespread adoption or demand for our high efficiency and OPV technologies fails to develop sufficiently, we may be unable to grow our business or generate sufficient revenue from operations to reach profitability or maintain our business. In addition, demand for solar modules in our targeted markets may not develop or may develop to a lesser extent than we anticipate. Many factors may affect the viability of widespread adoption of solar PV technology and demand for our high efficiency and OPV products, including the following:

As● weperformance ~~are~~and areliability ~~development stage company, our management consists~~ of ~~only~~solar ~~three~~modules ~~management~~and ~~employees~~thin ~~who~~film ~~together,~~technology ~~are~~compared ~~responsible~~with ~~for~~conventional ~~all our management functions, including, commercialization of our technologies, strategic development, financing, accounting~~ and other ~~critical~~non-solar ~~functions.~~renewable Weenergy dosources ~~not~~and ~~have key~~products; ~~man~~● ~~insurance~~cost-effectiveness ~~on any~~ of ~~our~~solar ~~management~~modules ~~personnel.~~compared ~~Our~~with ~~future~~conventional ~~success significantly depends on the continued service~~ and ~~performance of~~other ~~our~~non-solar ~~management~~renewable ~~personnel~~energy ~~and~~sources ~~the loss of the services of any of them would materially~~ and ~~adversely affect our business and prospects.~~products;

We● ~~may~~availability beof ~~unable~~government subsidies and incentives to ~~protect~~support ~~our~~the ~~intellectual property~~development ~~rights~~of orthe ~~keep~~solar upPV ~~with~~industry; ● success of other renewable energy generation technologies, such as hydroelectric, wind, geothermal, solar thermal, concentrated PV and biomass; ● fluctuations in economic and market conditions that affect the viability of ~~our~~conventional ~~competitors.~~and non-solar renewable energy sources, such as increases or decreases in the price of oil and other fossil fuels;

We● ~~regard~~fluctuations our intellectual property rights as highly valuable to our business strategy and intend to rely on the maximum protection provided by law to protect our rights. We have entered into and continue to use confidentiality agreements with our employees and contractors and, to the extent practicable, nondisclosure agreements with our suppliers and strategic partners in ~~order~~economic ~~to limit access to~~ and ~~disclosure~~market ofconditions ~~our information. We cannot be sure~~ that ~~these~~affect ~~contractual arrangements or~~ the ~~other~~viability ~~steps taken by us to protect our intellectual property will prove sufficient to prevent misappropriation~~ of ~~our~~conventional ~~technology~~and ~~or deter independent third~~non-~~party~~solar ~~development~~renewable ofenergy ~~similar~~sources, ~~technologies. Our~~such ~~failure~~as toincreases ~~protect~~or ~~our~~decreases ~~intellectual property rights could put us at a competitive disadvantage~~ in the ~~future.~~price ~~Any such failure could have a materially adverse effect on our future business, results~~ of ~~operations~~oil and ~~financial~~other ~~condition.~~fossil Wefuels; ~~intend~~and to● ~~defend vigorously~~deregulation ~~our~~of ~~intellectual~~the ~~property~~electric ~~against~~power ~~any~~industry ~~known infringement, but such actions could involve significant legal fees,~~ and we ~~have~~the nobroader ~~guarantee~~energy ~~that such actions will be resolved in our favor~~industry. ~~We also cannot be sure that any steps taken by us will be adequate to prevent misappropriation or infringement of our intellectual property.~~

We also intend to sell and/or license our products and technology in countries worldwide, including some with limited ability to protect intellectual property of products and services sold in those countries by foreign firms. We cannot be sure that the steps taken by us will be adequate to prevent misappropriation or infringement of our intellectual property in these countries.17

17If we do not reach profitability because our PV technology is not suitable for widespread adoption or due to insufficient demand for solar PV modules, our financial condition and business could be materially and adversely affected.

~~We may not have sufficient funds~~Our ~~and~~intellectual ~~may~~property ~~need~~rights ~~additional~~with ~~capital~~regard to ~~protect~~its high efficiency and ~~maintain~~OPV ~~our~~technologies ~~intellectual~~may ~~property~~be ~~rights~~challenged.

~~Our~~Pursuant to ~~sponsored~~the ~~research~~license ~~has~~agreement ~~resulted~~dated inAugust 22, 2016 by and among the Company, USC, Michigan and Princeton University (as mentioned above), we have obtained exclusive rights to an extensive portfolio of issued and pending U.S. patents, plus their foreign counterparts, relating ~~which~~to ~~are~~advanced inthin-film ~~the~~PV ~~names~~technologies. ofWe ~~our~~may ~~sponsored research~~obtain ~~partners,~~rights ~~USC,~~to ~~Michigan,~~additional patents and ~~Princeton~~patent applications under its Sponsored Research Agreements. WeHowever, ~~have~~additional ~~the~~patent ~~exclusive~~applications ~~commercial~~may ~~rights~~never tobe ~~these~~filed ~~intellectual~~and ~~property~~we may never obtain any rights to such applications. ~~and~~Any ~~the~~patent ~~obligation~~applications tonow ~~maintain,~~pending ~~defend~~or ~~and~~filed ~~fund~~in the ~~defense~~future ofmay ~~these~~not ~~patents.~~result Wein ~~have~~patents ~~only~~being ~~generated~~issued. ~~limited~~Any ~~revenues~~patents ~~and~~now ~~expects~~ licensed to us, ~~have~~or ~~limited~~licensed ~~cash~~to ~~flow~~us in the ~~near~~ future., Inmay ~~the~~not ~~event~~provide ofus ~~filing~~with ~~infringement~~any ~~lawsuits~~competitive advantages or ~~defending~~prove ~~any~~enforceable. ~~infringement~~Our ~~suits~~rights to these ~~that~~patents ~~are~~may ~~filed~~be ~~against~~challenged usby third parties. The cost of litigation to uphold the validity, ~~relevant~~or ~~expenses~~to prevent infringement of patents and ~~fees~~to ~~will~~enforce ~~increase~~licensing ~~substantially~~rights ~~and~~can ~~could~~be ~~harm~~substantial and beyond our ~~profitability~~financial means. WeFurthermore, others may ~~need~~independently develop tosimilar ~~raise~~technologies ~~additional~~or ~~funds~~duplicate our high efficiency and OPV technologies licensed to ~~protect~~us or design around the patented aspects of such technology. In addition, there can be no assurance that the products and ~~maintain~~technologies ~~our~~we ~~intellectual~~will ~~property~~seek to commercialize will not infringe patents or other rights owned by others, or that licenses for other’s technology will be available.

~~If we are unable to successfully~~Our ~~maintain~~success oris ~~license~~dependent ~~existing~~on ~~patents,~~a ~~our~~small ~~ability~~number toof ~~generate~~management ~~revenues could be substantially impaired~~personnel.

~~Our~~As we ~~business~~are ~~model~~a ~~includes~~development ~~licensing~~stage ~~or sublicensing~~company, our ~~proprietary~~management ~~high~~consists ~~efficiency~~of ~~and~~only ~~OPV~~three ~~technologies~~management toemployees ~~industry~~who ~~partners and customers~~together, ~~and we~~ are ~~currently~~responsible ~~entitled~~for toall ~~the~~our ~~exclusive~~management ~~right~~functions, toincluding, ~~sub-license~~commercialization ~~an extensive portfolio~~ of ~~issued~~our ~~and~~technologies, ~~pending~~strategic ~~U.S.~~development, ~~patents~~financing, ~~plus~~accounting ~~their~~and other ~~foreign~~critical ~~counterparts~~functions. ~~Our~~ ~~ability~~We todo benot ~~successful~~have inkey ~~the~~man ~~future~~insurance ~~therefore~~on ~~will~~any ~~depend~~of on our ~~continued~~management ~~efforts~~personnel. ~~and~~Our future success insignificantly depends ~~licensing~~on ~~existing~~the ~~patents, including~~continued ~~maintaining~~service and ~~prosecuting~~performance of our ~~patents~~management ~~properly.~~personnel Ifand wethe ~~are~~loss ~~unable~~of tothe ~~successfully~~services ~~maintain~~of ~~and~~any ~~license~~of ~~our~~them ~~existing~~would ~~patents,~~materially ~~our~~and ~~ability~~adversely toaffect ~~generate revenues could be substantially impaired and~~ our business and ~~financial condition could be materially and adversely impacted~~prospects.

~~Our insurance coverage~~ We may be ~~inadequate~~ unable to ~~cover~~protect ~~all~~our ~~significant~~intellectual ~~risk~~property ~~exposures~~rights or keep up with that of our competitors.

We regard ~~will~~our beintellectual ~~exposed~~property rights as highly valuable to ~~liabilities~~our ~~that are~~business ~~unique~~strategy and intend to rely on the ~~products~~maximum weprotection provided ~~provide~~by law to protect our rights. ~~While~~We wehave ~~intend~~entered into and continue to ~~maintain~~use ~~insurance~~confidentiality ~~for~~agreements ~~certain~~with ~~risks~~our employees and contractors and, to the ~~amount~~extent ofpracticable, nondisclosure agreements with our ~~insurance~~suppliers ~~coverage may~~and ~~not~~strategic bepartners ~~adequate~~in order to limit ~~cover~~access ~~all~~to ~~claims~~and ordisclosure ~~liabilities,~~of ~~and~~our weinformation. ~~may~~We cannot be ~~forced~~sure tothat ~~bear~~these ~~substantial~~contractual ~~costs~~arrangements ~~resulting~~or ~~from~~the ~~risks~~other ~~and~~steps taken ~~uncertainties~~by ofus ~~our~~to ~~business.~~protect Itour isintellectual ~~also~~property ~~not~~will ~~possible~~prove sufficient to ~~obtain~~prevent ~~insurance~~misappropriation toof ~~protect~~our ~~against~~technology ~~all~~or ~~operational~~deter ~~risks~~independent third-party ~~and~~development ~~liabilities~~of similar technologies. ~~The~~ Our failure to ~~obtain~~protect ~~adequate~~our ~~insurance~~intellectual ~~coverage~~property onrights ~~terms~~could ~~favorable~~put to us, or at ~~all,~~a competitive disadvantage in the future. Any such failure could have a ~~material~~materially adverse effect on our future business, results of operations and financial condition. We intend to defend vigorously our intellectual property against any known infringement, ~~results~~but ofsuch ~~operations~~actions could involve significant legal fees, and ~~prospects~~we have no guarantee that such actions will be resolved in our favor. We also cannot be sure that any steps taken by us will be adequate to prevent misappropriation or infringement of our intellectual property.

~~Risks~~We also ~~Relating~~intend to sell and/or license our products and technology in countries worldwide, including some with limited ability to protect intellectual property of products and services sold in those countries by foreign firms. We cannot be sure that the steps taken by us will be adequate to ~~Our~~prevent ~~Industry~~misappropriation or infringement of our intellectual property in these countries.

~~Our industry has historically been cyclical and experienced periodic downturns.~~18

~~Our future success~~We ~~partly~~may ~~depends~~not onhave ~~continued~~sufficient ~~demand~~funds ~~for solar PV systems in the solar energy markets, including in the United States~~ and ~~internationally. The solar equipment industry has historically been cyclical and has experienced periodic downturns which~~ may ~~affect~~need ~~the~~additional ~~demand for~~capital ~~our~~to ~~solar~~protect ~~technologies. The solar industry has undergone challenging business conditions, including downward pricing pressure for PV modules, mainly as a result of overproduction,~~ and ~~reductions~~maintain in applicable governmental subsidies, contributing to demand decreases. There is no assurance that the solar industry will not suffer significant downturns in the future, which may adversely affect demand for our ~~solar~~intellectual ~~technologies~~property ~~and our operations~~rights.

~~Existing~~Our sponsored ~~regulations~~research has resulted in an extensive portfolio of issued and ~~policies~~pending U.S. patents, plus their foreign counterparts, which are in the names of our sponsored research partners, USC, Michigan, and ~~changes~~Princeton. We have the exclusive commercial rights to these ~~regulations~~intellectual property rights and ~~policies~~the ~~may~~obligation ~~present~~to ~~technical~~maintain, ~~regulatory~~defend and ~~economic~~fund ~~barriers~~the defense of these patents. We have only generated limited revenues and expects to have limited cash flow in the ~~purchase~~near ~~and~~future. ~~use~~In the event of filing infringement lawsuits ~~solar~~or PVdefending ~~products~~any infringement suits that are filed against us, ~~which~~relevant expenses and fees will increase substantially and could harm our profitability. We may ~~significantly~~need ~~reduce~~to ~~demand~~raise ~~for~~additional funds to protect and maintain our ~~technologies~~intellectual property rights.

~~The market for electricity generation products~~If iswe ~~heavily~~are ~~influenced~~unable by foreign, federal, state and local government regulations and policies concerning the electric utility industry, utility rates, and internal policies of electric utilities. These regulations and policies often relate to ~~electricity pricing~~successfully ~~and~~maintain technical interconnection of customer-owned electricity generation. In the United States and in a number of other countries, these regulations and policies have been, and continue to be, continuously modified. The market for electric generation equipment is also influenced by trade and local content laws, regulations and policies. These regulations and policies could deter end-user purchases of PV products and investment in the research and development of PV technology. For example, without a mandated regulatory exception for PV systems, utility customers are often charged interconnection or ~~standby~~license ~~fees~~existing ~~for putting distributed power generation on the electric utility grid. If these interconnection standby fees were applicable to PV systems~~patents, itour isability ~~likely that they would increase the cost~~ to ~~our~~generate ~~end-users~~revenues ~~of using PV systems which~~ could ~~make~~be ~~them~~substantially ~~less desirable, thereby harming our business, prospects, results of operations and financial condition~~impaired. In addition, electricity generated by PV systems mostly competes with expensive peak hour electricity, rather than the less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities, such as to a flat rate for all times of the day, would require PV systems to achieve lower prices in order to compete with the price of electricity from other sources.

18Our business model includes licensing or sublicensing our proprietary high efficiency and OPV technologies to industry partners and customers, and we are currently entitled to the exclusive right to sub-license an extensive portfolio of issued and pending U.S. patents, plus their foreign counterparts. Our ability to be successful in the future therefore will depend on our continued efforts and success in licensing existing patents, including maintaining and prosecuting our patents properly. If we are unable to successfully maintain and license our existing patents, our ability to generate revenues could be substantially impaired and our business and financial condition could be materially and adversely impacted.

~~We have not yet introduced commercial products~~Our ~~and,~~insurance ascoverage such, have not commenced any governmental approval process. The applicability and extent of government approval requirements will depend on the particular end-market. Successful introduction of our products into certain markets may ~~require significant government testing and evaluation prior to high volume procurement. We anticipate that the installation of products based on our high efficiency and OPV technologies will~~ be ~~subject~~inadequate to ~~oversight~~cover ~~and~~all regulation in accordance with national and local ordinances relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. It is difficult to track the requirements of individual states and design equipment to comply with the varying standards. In addition, the U.S., European Union and Chinese governments, among others, have imposed tariffs or are in the process of evaluating the imposition of tariffs on solar panels, solar cells, polysilicon, and potentially other components. These tariffs may increase the price of our solar products, which could harm our results of operations and financial condition. Any new government regulations or utility policies pertaining to our solar modules may result in significant ~~additional~~risk ~~expenses to us, our resellers and their customers and, as a result, could cause a significant reduction in demand for our solar modules~~exposures.

~~The~~We will ~~solar~~be ~~energy~~exposed ~~industry~~to ~~depends, in~~liabilities ~~part,~~that onare ~~continued~~unique ~~support~~to inthe products we provide. While we intend to maintain insurance for certain risks, the ~~form~~amount of ~~rebates,~~our ~~tax~~insurance ~~credits~~coverage ~~and~~may ~~other~~not ~~incentives~~be ~~from~~adequate ~~federal,~~to ~~state~~cover all claims or liabilities, and ~~local~~we ~~governments.~~may be forced to bear substantial Ancosts ~~elimination~~resulting orfrom ~~reduction~~risks and uncertainties of ~~these~~our ~~rebates,~~business. ~~tax~~It ~~credits~~is also not possible to obtain insurance to protect against all operational risks and ~~other~~liabilities. ~~incentives~~The ~~could~~failure ~~negatively~~to ~~impact~~obtain ~~our~~adequate ~~ability~~insurance coverage on terms favorable to ~~successfully~~us, or at all, could ~~introduce~~have ~~products~~a ~~and~~material ~~secure~~adverse ~~capital~~effect on our business, financial condition, results of operations and prospects.

~~Federal, state and local governments currently~~Risks ~~provide~~Relating ~~tax credits, rebates, and other incentives~~ to ~~owners,~~Our users, and manufacturers of solar energy. Any elimination or reduction of such incentives would increase the cost of solar energy, which would negatively impact our ability to introduce products and secure necessary capital. The federal government currently provides a 30% federal tax credit (the “ITC”) for solar systems installed on residential and commercial properties under Sections 25(d) and 48(a) of the Internal Revenue Code, respectively. In December 2015, legislation was signed into law extending the 30% ITC for both residential and commercial projects through the end of 2019; after which the ITC drops to 26% in 2020 and 22% in 2021 before dropping permanently to 10% for commercial projects and 0% for residential projects. Unless modified by a further change in law, the reduction of the ITC may negatively impact the demand for our solar products and our ability to obtain financing support.Industry

~~Environmental obligations and liabilities~~Our ~~could~~industry ~~have~~has ahistorically ~~substantial~~been ~~negative~~cyclical ~~impact on our business~~ and ~~financial~~experienced ~~condition~~periodic downturns.

~~The solar energy industry is subject to~~Our ~~heavy~~future ~~laws,~~success ~~rules~~partly ~~and~~depends ~~regulations,~~on ~~some~~continued ofdemand ~~which~~for ~~pertain~~solar toPV ~~environmental~~systems ~~concerns.~~in ~~The~~the solar energy ~~industry~~markets, ~~can~~including ~~involve~~in the ~~use~~United States ~~handling,~~and ~~generation,~~internationally. ~~processing,~~The ~~storage,~~solar ~~transportation,~~equipment ~~and~~industry ~~disposal~~has ofhistorically ~~hazardous~~been ~~materials~~cyclical ~~which~~and ~~are~~has ~~subject~~experienced toperiodic ~~extensive~~downturns ~~environmental~~which ~~laws~~may ~~and~~affect ~~regulations at~~ the ~~national,~~demand ~~state,~~for ~~local,~~our ~~and~~solar ~~international levels~~technologies. ~~These~~The ~~environmental~~solar ~~laws~~industry ~~and~~has ~~regulations~~undergone ~~include those~~challenging ~~governing~~business ~~the~~conditions, ~~discharge~~including downward ofpricing ~~pollutants~~pressure ~~into~~for ~~the~~PV ~~air and water~~modules, ~~the~~mainly ~~use,~~as ~~management,~~a ~~and~~result ~~disposal~~ of ~~hazardous~~overproduction, ~~materials~~ and ~~wastes,~~ ~~the~~reductions ~~cleanup~~in ofapplicable ~~contaminated~~governmental ~~sites~~subsidies, contributing ~~and~~to ~~occupational~~demand ~~health and safety~~decreases. AsThere weis ~~proceed~~no toassurance ~~seek~~that tothe ~~develop and commercialize its~~ solar ~~technologies,~~industry ~~we and our potential license partners~~ will ~~have~~not tosuffer ~~comply~~significant ~~with~~downturns ~~applicable~~in ~~environmental~~the ~~requirements,~~ future ~~developments such as more aggressive enforcement policies~~, ~~the implementation of new, more stringent laws and regulations, or the~~ ~~discovery~~which ~~of presently unknown environmental conditions~~ may ~~require~~adversely ~~expenditures~~affect ~~that~~demand ~~could~~for ~~have a material adverse effect on~~ our ~~business,~~ ~~results~~solar oftechnologies ~~operations,~~ and ~~financial~~our ~~condition~~operations.

~~Competition~~Existing regulations isand ~~intense~~policies inand ~~the~~changes ~~energy~~to these regulations and policies may present technical, regulatory and economic barriers ~~industry~~to the purchase and use of solar PV products, which may significantly reduce demand for our technologies.

The market ~~global~~for ~~energy~~electricity ~~industry~~generation products is ~~presently dominated~~heavily influenced by ~~hydrocarbon~~foreign, ~~hydroelectric~~federal, state and ~~nuclear-based~~local ~~technologies~~government regulations and policies concerning the electric utility industry, utility rates, and ~~therefore~~internal ~~our~~policies ~~solar~~of ~~energy-based~~electric ~~technologies~~utilities. ~~will~~These regulations ~~primarily~~and ~~compete~~policies ~~against~~often relate to electricity pricing and technical interconnection of customer-owned electricity generation. In the United ~~providers~~States and in a number of other countries, these ~~established~~regulations ~~energy~~and ~~sources.~~policies ~~However~~have been, weand ~~also~~continue ~~compete~~to ~~directly~~be, ~~against~~continuously ~~large multinational~~modified. ~~corporations~~The ~~(including~~market ~~global~~for ~~energy~~electric ~~suppliers~~generation equipment is also influenced by trade and ~~generators)~~local content laws, regulations and ~~numerous~~policies. ~~small~~These regulations ~~entities~~and ~~worldwide~~policies ~~that~~could ~~are~~deter ~~pursuing~~end-user purchases of PV products and investment in the ~~development~~ research and ~~commercialization~~development of ~~renewable~~PV ~~and~~technology. For ~~non-renewable~~example, ~~technologies~~without ~~that~~a ~~might~~mandated ~~have~~regulatory ~~performance~~exception ~~and/or~~for ~~price~~PV ~~characteristics~~systems, ~~similar~~ utility customers are often charged interconnection or ~~even~~standby fees ~~superior~~for toputting ~~our~~distributed ~~high~~power ~~efficiency~~generation ~~and~~on ~~OPV~~the ~~technologies~~electric utility grid. ~~Most~~If ofthese ~~our~~interconnection ~~current~~standby ~~competitors~~fees ~~are~~were ~~significantly~~applicable to ~~larger~~PV ~~and~~systems, ~~have substantially~~it ~~greater~~is ~~market~~likely ~~presence~~that asthey ~~well~~would asincrease ~~greater~~the ~~financial~~cost to our end-users of using PV systems which could make them less desirable, ~~technical~~thereby harming our business, ~~operational~~prospects, ~~marketing~~results of operations and ~~other~~financial ~~resources~~condition. ~~and~~In ~~experience~~addition, electricity generated by PV systems mostly competes with expensive peak hour electricity, rather than wethe doless expensive average price of electricity. Modifications Weto ~~also~~the ~~expect~~peak ~~that~~hour ~~new~~pricing ~~competitors~~policies ~~are~~of ~~likely~~utilities, such as to ~~join~~a ~~existing~~flat ~~competitors~~rate for all times of the day, would require PV systems to achieve lower prices in ~~this~~order ~~industry~~to compete with the price of electricity from other sources.

~~Our~~We have ~~attempt~~not toyet ~~develop~~introduced ~~commercially~~commercial ~~viable~~products and, as such, have not commenced any governmental approval process. The applicability ~~technologies~~and ~~based~~extent onof ~~company-funded~~government ~~research~~approval requirements will ~~also~~depend ~~encounter~~on ~~competition~~the ~~from~~particular ~~other~~end-market. ~~academic~~Successful ~~institutions~~introduction ~~and/or~~of ~~governmental~~our products ~~laboratories,~~into ~~which~~certain ~~are~~markets ~~conducting~~may orrequire ~~funding~~significant ~~research~~government intesting ~~alternative~~and ~~technologies~~evaluation ~~similar~~prior to high volume procurement. We anticipate that the installation of products based on our high efficiency and OPV technologies. will be subject to oversight and regulation ~~These~~in ~~academic~~accordance ~~institutions~~with national and~~/or~~ ~~governmental~~local ~~laboratories~~ordinances ~~likely~~relating ~~will~~to ~~have~~building ~~financial~~codes, ~~resources~~safety, ~~substantially~~environmental ~~greater~~protection, ~~than~~utility ~~the~~interconnection ~~resources~~and ~~available~~metering toand usrelated matters. ~~Given~~It is difficult to track the ~~foregoing~~requirements ~~competitive~~of ~~environment~~individual states and design equipment to comply with the varying standards. In addition, wethe ~~cannot~~U.S., ~~determine~~European atUnion ~~this~~and ~~time~~Chinese ~~whether~~governments, itamong ~~will~~others, behave ~~successful~~imposed tariffs or are in ~~its~~the ~~development~~process of evaluating the imposition of tariffs on solar panels, solar cells, polysilicon, and ~~commercialization~~potentially ~~efforts~~other components. orThese ~~whether~~tariffs ~~such~~may ~~efforts~~increase the price of our solar products, ~~even~~which ifcould ~~successful~~harm our results of operations and financial condition. Any new government regulations or utility policies pertaining to our solar modules may result in significant additional expenses to us, ~~will~~our beresellers ~~commercially~~and ~~viable~~their customers and, ~~profitable~~as a result, could cause a significant reduction in demand for our solar modules.

~~There~~The solar isenergy ~~competition~~industry ~~between~~depends, ~~manufacturers of~~in ~~crystalline~~part, ~~silicon~~on ~~solar~~continued ~~modules,~~support asin ~~well~~the asform ~~thin-film~~of ~~solar~~rebates, ~~modules~~tax credits and ~~solar~~other ~~thermal~~incentives ~~and~~from ~~concentrated~~federal, state PVand ~~systems~~local governments. IfAn ~~global supply~~elimination ~~exceeds~~or ~~global~~reduction ~~demand,~~of itthese ~~could~~rebates, ~~lead~~tax tocredits aand ~~reduction~~other inincentives ~~the~~could ~~demand~~negatively ~~and~~impact our ~~price~~ability ~~for~~to PVsuccessfully ~~modules,~~introduce ~~which~~products ~~could~~and ~~adversely~~secure ~~affect our business~~capital.

~~The~~Federal, state ~~solar~~and ~~energy~~local ~~and~~governments ~~renewable~~currently ~~energy~~provide ~~industries are~~tax ~~highly~~credits, ~~competitive~~rebates, and ~~continually~~other ~~evolving~~incentives ~~as participants strive~~ to ~~distinguish~~owners, ~~themselves~~users, ~~within their markets~~ and ~~compete~~manufacturers of ~~with~~solar ~~the larger electric power industry~~energy. ~~Within~~Any ~~the~~elimination ~~global~~or PVreduction ~~industry,~~of ~~there~~such isincentives ~~competition~~would ~~from~~increase ~~crystalline~~the ~~silicon~~cost of solar ~~module manufacturers~~energy, ~~other~~which ~~thin-film~~would ~~solar~~negatively impact ~~module~~our ~~manufacturers~~ability ~~and~~to ~~companies~~introduce ~~developing~~products ~~solar thermal~~ and ~~concentrated~~secure PVnecessary ~~technologies~~capital. ~~Existing~~ orThe ~~future~~federal ~~solar~~government ~~manufacturers~~currently ~~might~~provides bea ~~acquired~~30% byfederal tax ~~larger~~credit ~~companies~~(the ~~with~~“ITC”) ~~significant~~for ~~capital~~solar ~~resources,~~systems ~~thereby~~installed ~~intensifying competition.~~on ~~This~~residential ~~intensified~~and ~~competition~~commercial ~~can~~properties ~~lead~~under toSections 25(d) and 48(a) ~~large amount~~ of ~~supply~~the ~~which~~Internal ~~can~~Revenue ~~exceed~~Code, ~~the demand~~respectively. ~~Even~~In ifDecember ~~demand~~2015, ~~for solar~~legislation ~~modules~~was ~~continues~~signed tointo ~~grow,~~law extending the ~~rapid~~30% ~~manufacturing~~ITC ~~capacity~~for both ~~expansion~~residential ~~undertaken~~and bycommercial ~~many~~projects ~~solar~~through ~~module~~the ~~manufacturers,~~end ~~particularly manufacturers~~ of ~~crystalline~~2019; ~~silicon~~after ~~solar~~which ~~modules,~~the ~~has~~ITC ~~created~~drops ~~and~~to ~~may~~26% ~~continue~~in to2020 ~~cause~~and ~~periods~~22% ofin ~~structural~~2021 ~~imbalance during~~before ~~which~~dropping ~~supply~~permanently ~~exceeds~~to ~~demand.~~10% Wefor ~~anticipate~~commercial ~~that~~projects ~~competitors~~and ~~will~~0% ~~continue~~for toresidential ~~develop~~projects. ~~competing~~Unless ~~solar~~modified PVby ~~technologies~~a ~~and~~further ~~will~~change ~~attempt~~in law, tothe ~~commercialize~~reduction ~~these~~of ~~technologies.~~the IfITC ~~these~~may ~~competing~~negatively ~~technologies~~impact ~~present~~the ademand ~~compelling~~for ~~value~~our ~~proposition~~solar orproducts ~~are~~and ~~available to market sooner than~~ our ~~technologies,~~ability ~~then~~to ~~our~~obtain ~~market~~financing ~~opportunity could diminish~~support.

~~Our~~Environmental obligations ~~business~~ and ~~financial~~liabilities ~~results may~~could behave ~~harmed as~~ a ~~result~~substantial ofnegative ~~increases~~impact inon ~~materials~~our business and ~~component~~financial ~~costs~~condition.

The solar ~~cost~~energy ofindustry ~~raw~~is ~~materials~~subject to heavy laws, rules and ~~key~~regulations, ~~components associated~~some ~~with~~of ~~our~~which ~~technologies~~pertain ~~could~~to ~~increase~~environmental inconcerns. ~~the~~The ~~future~~solar energy ~~due~~industry tocan ainvolve ~~variety~~the ofuse ~~factors~~handling, ~~including~~generation, ~~trade~~processing, ~~barriers~~storage, ~~export~~transportation, and disposal of hazardous materials which are subject to extensive environmental laws and regulations at the national, state, local, and international levels. These ~~regulatory~~environmental orlaws ~~contractual~~and ~~limitations~~regulations include those governing the discharge of pollutants into the air and water, ~~industry~~the ~~market~~use, ~~requirements~~management, and disposal of hazardous materials and ~~changes~~wastes, inthe ~~technology~~cleanup of contaminated sites, and ~~industry~~occupational ~~standards~~health and safety. IfAs we ~~are~~proceed ~~unable~~to seek to ~~adjust~~develop and commercialize its solar technologies, we and our ~~cost~~potential ~~structure~~license inpartners ~~the~~will ~~future~~have to ~~deal~~comply with ~~potential~~applicable environmental ~~increases~~requirements, infuture ~~costs,~~developments wesuch ~~may~~as ~~not~~more beaggressive ~~able~~enforcement topolicies, ~~achieve~~the ~~profitability~~implementation of new, more ~~which~~stringent ~~could~~laws and regulations, or the discovery of presently unknown environmental conditions may require expenditures that could have a material adverse effect on our business, results of operations, and ~~prospects~~financial condition.

~~Developments in alternative technologies~~Competition oris ~~improvements~~intense in ~~distributed~~the ~~solar~~ energy ~~generation may have a material adverse effect on our business~~industry.

~~Significant~~The global ~~developments~~energy inindustry ~~alternative~~ is presently dominated by hydrocarbon, hydroelectric and nuclear-based technologies, ~~such~~and astherefore ~~advances~~our solar inenergy-based ~~other~~technologies ~~forms~~will ofprimarily ~~distributed~~compete ~~solar~~against PVthe ~~power~~providers ~~generation,~~of ~~storage~~these ~~solutions~~established ~~such~~energy assources. ~~batteries~~However, ~~the~~we ~~widespread~~also ~~use~~compete ordirectly ~~adoption~~against oflarge ~~fuel~~multinational ~~cells~~corporations ~~for~~(including ~~residential~~global orenergy ~~commercial~~suppliers ~~properties~~and orgenerators) ~~improvements~~and innumerous small ~~other~~entities ~~forms~~worldwide that are pursuing the development and commercialization of ~~centralized power~~renewable ~~production~~and ~~may~~non-renewable technologies that might have aperformance ~~material~~and/or ~~adverse~~price ~~effect~~characteristics onsimilar or even superior to our ~~business~~high efficiency and ~~prospects~~OPV technologies. ~~Any~~Most of ~~failure~~our bycurrent uscompetitors toare ~~adopt~~significantly ~~new~~larger orand ~~enhanced~~have ~~technologies~~substantially greater market presence as well as greater financial, ortechnical, ~~processes~~operational, ormarketing toand ~~react~~other toresources ~~changes~~and inexperience ~~existing~~than ~~technologies,~~we ~~could~~do. ~~result~~We inalso ~~product~~expect ~~obsolescence,~~that ~~the~~new ~~loss~~competitors ofare ~~competitiveness~~likely ofto ~~our~~join ~~products~~existing ~~and~~competitors ~~lack~~in ofthis ~~revenues~~industry.

~~A drop in the retail price of conventional energy or non-solar alternative energy sources may negatively impact our profitability.~~20

WeOur attempt ~~believe~~to ~~that~~develop ancommercially ~~end~~viable ~~customer’s decision~~technologies tobased ~~purchase~~on orcompany-funded ~~install~~research ~~solar~~will ~~energy~~also isencounter ~~primarily~~competition ~~driven~~from byother academic ~~the~~institutions ~~cost~~ and/or ~~return~~governmental onlaboratories, ~~investment~~which ~~resulting~~are ~~from~~conducting ~~solar~~or ~~energy. Fluctuations~~funding research in ~~economic~~alternative ~~and~~technologies ~~market~~similar to ~~conditions~~our ~~that~~high ~~affect~~efficiency ~~the~~and ~~prices~~OPV oftechnologies. ~~conventional~~These academic institutions and/or ~~non-solar~~governmental ~~alternative~~laboratories ~~energy~~likely ~~sources,~~will have financial ~~such~~resources assubstantially ~~decreases~~greater inthan the ~~prices~~resources ofavailable ~~oil,~~to ~~natural~~us. ~~gas,~~Given ~~and~~the ~~other~~foregoing ~~fossil~~competitive ~~fuels~~environment, ~~could~~we ~~cause~~cannot ~~the~~determine at ~~demand~~this ~~for~~time ~~solar~~whether ~~power~~it ~~systems~~will ~~to decline,~~be ~~which~~successful ~~would~~in ~~have~~its adevelopment ~~negative~~and ~~impact~~commercialization onefforts ~~our~~or ~~business~~whether such efforts, even if successful, will be commercially viable and profitable.

20There is competition between manufacturers of crystalline silicon solar modules, as well as thin-film solar modules and solar thermal and concentrated PV systems. If global supply exceeds global demand, it could lead to a reduction in the demand and price for PV modules, which could adversely affect our business.

~~Risks~~The solar ~~Relating~~energy and renewable energy industries are highly competitive and continually evolving as participants strive to ~~Ownership~~distinguish themselves within their markets and compete with the larger electric power industry. Within the global PV industry, there is competition from crystalline silicon solar module manufacturers, other thin-film solar module manufacturers and companies developing solar thermal and concentrated PV technologies. Existing or future solar manufacturers might be acquired by larger companies with significant capital resources, thereby intensifying competition. This intensified competition can lead to a large amount of ~~Our~~supply ~~Common~~which can ~~Stock~~exceed the demand. Even if demand for solar modules continues to grow, the rapid manufacturing capacity expansion undertaken by many solar module manufacturers, particularly manufacturers of crystalline silicon solar modules, has created and may continue to cause periods of structural imbalance during which supply exceeds demand. We anticipate that competitors will continue to develop competing solar PV technologies and will attempt to commercialize these technologies. If these competing technologies present a compelling value proposition or are available to market sooner than our technologies, then our market opportunity could diminish.

~~An investment in our common stock~~Our isbusiness ~~extremely speculative~~ and ~~there~~financial ~~can~~results may be noharmed ~~assurance~~as a result of ~~any~~increases ~~return~~in onmaterials ~~any~~and ~~such~~component ~~investment~~costs.

AnThe cost ~~investment~~of inraw materials and key components associated with our ~~common~~technologies ~~stock~~could isincrease ~~extremely~~in the future due to a variety of factors, ~~speculative~~including ~~and~~trade ~~there~~barriers, isexport noregulations, ~~assurance~~regulatory ~~that~~or ~~investors~~contractual ~~will~~limitations, ~~obtain~~industry ~~any~~market ~~return~~requirements onand ~~their~~changes in ~~investment~~technology and industry standards. ~~Investors~~If ~~will~~we beare ~~subject~~unable to ~~substantial risks~~adjust ~~involved~~our cost structure in anthe ~~investment~~future to deal with potential increases in ~~our~~costs, ~~common~~we ~~stock~~may not be able to achieve profitability, ~~including~~which ~~the~~could ~~risk~~have ofa ~~losing~~material ~~their~~adverse ~~entire~~effect ~~investment~~on our business and prospects.

~~The market price of our common stock is~~Developments ~~subject to significant fluctuations~~ in ~~response~~alternative totechnologies ~~variations~~or inimprovements ~~our quarterly operating results, general trends~~ in ~~the~~distributed ~~market and~~solar ~~other~~energy ~~factors,~~generation ~~many~~may ~~of which we~~ have ~~little~~a ormaterial noadverse ~~control~~effect ~~over.~~on ~~In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for~~ our ~~common stock, regardless of our actual or projected performance~~business.

~~Our~~Significant developments ~~shares~~in ~~are~~alternative ~~subject~~technologies, tosuch as advances in other forms of distributed solar PV power generation, storage solutions such as batteries, the ~~Securities~~widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of centralized power production may have a material adverse effect on our business and ~~Exchange~~prospects. ~~Commission’s~~Any ~~“penny~~failure ~~stock”~~by ~~rules~~us ~~that~~to ~~limit~~adopt new ~~trading~~or ~~activity~~enhanced technologies or processes, or to react to changes in ~~the~~existing ~~market~~technologies, ~~which~~could ~~may~~result ~~make~~in itproduct ~~more~~obsolescence, ~~difficult~~the ~~for~~loss ~~our~~of ~~shareholders~~competitiveness toof ~~sell~~our ~~their~~products ~~common~~and ~~stock~~lack of revenues.

~~Penny stocks generally are equity securities~~A ~~with~~drop a price of less than $5.00. Since our common stock is trading at less than $5.00 per share, we are subject to the penny stock rules adopted by the Securities and Exchange Commission that require broker-dealers to deliver extensive disclosure to its customers prior to executing trades in ~~penny stocks not otherwise exempt from~~ the ~~rules.~~retail ~~The~~price ~~broker-dealer must also provide its customers with current bid and offer quotations for the penny stock, the compensation~~ of ~~the~~conventional ~~broker-dealer~~energy and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held by the customer. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or ~~accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker~~non-~~dealer~~solar isalternative ~~otherwise~~energy ~~exempt.~~sources Generally, an individual with a net worth in excess of $1,000,000, or annual income exceeding $200,000 individually, or $300,000 together with his or her spouse, is considered an accredited investor. The additional burdens from the penny stock requirements may ~~deter~~negatively ~~broker-dealers~~impact ~~from effecting transactions in~~ our ~~securities, which could limit the liquidity and market price of our securities~~profitability. ~~These disclosure requirements may cause a reduction in the trading activity of our common stock, which likely would make it difficult for our stockholders to resell their securities.~~

We believe ~~will~~that ~~continue~~an end customer’s decision to ~~incur~~purchase ~~significant~~or install solar energy is primarily driven by the cost and return on ~~costs~~investment toresulting ~~ensure~~from ~~compliance~~solar ~~with~~energy. ~~corporate~~Fluctuations ~~governance~~in economic and ~~accounting~~market ~~requirements~~conditions that affect the prices of conventional and non-solar alternative energy sources, such as decreases in the prices of oil, natural gas, and other fossil fuels, could cause the demand for solar power systems to decline, which would have a negative impact on our business.

We will continue to incur significant costs associated with our public company reporting requirements, costs associated with applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations will result in significant legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. 21

~~If we fail to establish and maintain~~Risks anRelating ~~effective system of internal control, we may not be able~~ to ~~report~~Ownership ~~our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price~~ of ~~our~~Our ~~common~~Common ~~stock.~~Stock

~~Effective internal control is necessary~~An ~~for~~investment usin ~~to provide reliable financial reports and prevent fraud. We currently do not have an audit committee. As a result,~~ our ~~small size~~common ~~and~~stock ~~any~~is ~~current~~extremely ~~internal~~speculative ~~control deficiencies may adversely affect our financial condition, results of operation~~ and ~~access to~~there ~~capital.~~can Webe ~~have~~no ~~not~~assurance ~~performed an in-depth analysis to determine if historical un-discovered failures~~ of ~~internal~~any ~~controls~~return ~~exist and~~on ~~may~~any insuch ~~the future discover areas of our internal control that need improvement~~investment. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed.

21An investment in our common stock is extremely speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in our common stock, including the risk of losing their entire investment.

InThe market ~~order~~price of our common stock is subject to ~~raise~~significant ~~sufficient~~fluctuations ~~funds~~ in response to ~~expand~~variations in our ~~operations~~quarterly operating results, general wetrends ~~may~~in ~~have~~the tomarket ~~issue~~and ~~additional~~other ~~securities~~factors, atmany ~~prices~~of which we have little or no control over. In addition, broad market fluctuations, as well as general economic, business and political conditions, may ~~result~~adversely inaffect ~~substantial~~the ~~dilution~~market tofor our common stock, regardless ~~shareholders~~of our actual or projected performance.

~~As we raise additional funds through the~~Our ~~sale~~shares ofare ~~equity~~subject orto ~~convertible debt, our current stockholders’ percentage ownership will be reduced. In addition, these transactions may dilute~~ the ~~value~~Securities ~~of our securities outstanding. We may have to issue securities that may have rights, preferences~~ and ~~privileges senior~~Exchange toCommission’s ~~our~~“penny ~~common~~ stock.” Werules ~~cannot provide assurance~~ that welimit ~~will~~trading ~~be able to raise additional funds on terms acceptable to us,~~activity ifin atthe ~~all. If future financing is not available or is not available on acceptable terms~~market, wewhich may ~~not~~make beit ~~able~~more todifficult ~~fund~~for our ~~future needs,~~shareholders ~~which~~to ~~would~~sell ~~have~~their acommon ~~material adverse effect on our business plans, prospects, results of operations and financial condition~~stock.

~~Our~~Penny stocks ~~shareholders’~~generally ~~percentage~~ are equity securities with a price of ~~ownership~~less ~~may~~than ~~become~~$5.00. ~~diluted~~Since ~~upon~~our ~~conversion~~common stock is trading at less than $5.00 per share, we are subject to the penny stock rules adopted by the Securities and Exchange Commission that require broker-dealers to deliver extensive disclosure to its customers prior to executing trades in penny stocks not otherwise exempt from the rules. The broker-dealer must also provide its customers with current bid and offer quotations for the penny stock, the compensation of ~~our~~the broker-dealer ~~convertible~~and ~~promissory~~its ~~notes~~salesperson in the transaction, ~~upon~~and monthly account statements showing the ~~exercise~~market value of ~~currently~~each ~~outstanding~~penny stock ~~warrants~~held by the customer. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or ~~upon~~accredited investor must make a special suitability determination regarding the ~~issuance~~purchaser ofand ~~new~~must ~~shares~~receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of ~~stock~~$1,000,000, or ~~other~~annual income exceeding $200,000 individually, or $300,000 together with his or her spouse, is considered an accredited investor. The additional burdens from the penny stock requirements may deter broker-dealers from effecting transactions in our securities, ~~including~~which ~~issuances~~could tolimit ~~consultants~~the asliquidity ~~compensation~~and market price of our securities. These disclosure requirements may cause a reduction in the trading activity of our common stock, which likely would make it difficult for our stockholders to resell their securities.

~~As of December 31, 2018, there were outstanding~~We ~~warrants~~will ~~to purchase 90,258,828 shares of our common stock. Furthermore, as of December 31, 2018, outstanding warrants to purchase a total of 17,583,330 shares of our common stock had and~~ continue ~~as of the date of this report~~ to ~~have~~incur ~~anti-dilution~~significant ~~provisions and~~costs ~~the exercise price of such warrants will be automatically reduced~~ to aensure ~~lower~~compliance ~~price if we issue securities in a subsequent offering at a price which is less than each such warrant’s then-effective exercise price. Of our warrants~~ with ~~anti-dilution~~corporate ~~provisions, outstanding~~governance ~~warrants~~and toaccounting purchase 9,175,000 shares of our common stock, as of December 31, 2018, also provide that the number of shares of common stock that can be issued under such warrants will be adjusted in the event of a subsequent lower price issuance such that the aggregate exercise price of such warrants remain the samerequirements.

InWe will ~~addition,~~continue asto ofincur ~~December~~significant ~~31,~~costs ~~2018~~associated with our public company reporting requirements, ~~we had~~costs ~~outstanding~~associated ~~options~~with toapplicable corporate ~~purchase~~governance ~~300~~requirements,~~000~~ ~~shares~~including requirements under the Sarbanes-Oxley Act of ~~our~~2002 ~~common~~and ~~stock,~~other ~~with~~rules aimplemented ~~weighted~~by the ~~average~~Securities ~~exercise~~and ~~price~~Exchange Commission. We expect all of $0these applicable rules and regulations will result in significant legal and financial compliance costs and to make some activities more time consuming and costly.52 ~~per~~We ~~share,~~also expect that these applicable rules and ~~convertible~~regulations ~~notes~~may ~~outstanding~~make init more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the ~~aggregate~~same ~~amount~~or similar ofcoverage. $1As a result,~~012,038,~~ ~~with~~it amay ~~conversion~~be ~~prices~~more ~~ranging~~difficult ~~from~~for ~~$0.10~~us to $1attract and retain qualified individuals to serve on our board of directors or as executive officers.00 ~~per~~We are currently evaluating and monitoring developments with respect to these rules, and ~~share~~we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

~~We may enter into additional agreements~~If ~~with~~we ~~independent~~fail ~~contractors,~~to ~~consultants,~~establish and ~~other~~maintain ~~unaffiliated~~an ~~third~~effective ~~parties~~system ~~for services and compensation which may be payable in equity. The conversion~~ of ~~outstanding~~internal ~~debt~~control, ~~the~~we ~~exercise~~may ofnot ~~outstanding~~be ~~warrants,~~able ~~and~~to ~~the~~report ~~issuance~~our offinancial ~~new securities could result~~results inaccurately ~~significant~~or ~~dilution~~ to ~~existing~~prevent ~~stockholders~~fraud. ~~Additionally,~~Any ~~securities~~inability ~~issued~~to inreport ~~connection~~and ~~with~~file ~~future~~our ~~financing~~financial ~~activities or~~results ~~any~~accurately ~~potential~~and ~~acquisitions~~timely could ~~have~~harm ~~preferences~~our reputation and ~~rights~~adversely ~~senior~~impact to the ~~rights~~trading price of our common stock.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. We ~~are~~currently do not ~~likely~~have an audit committee. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to ~~pay~~capital. ~~cash~~We ~~dividends~~have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist and may in the ~~foreseeable~~ future discover areas of our internal control that need improvement. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed.

We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate.22

~~There~~In order ~~has~~to ~~been~~raise asufficient ~~limited~~funds ~~trading market~~to ~~for~~expand our ~~common~~operations, ~~stock~~we ~~and~~may anhave ~~active~~to ~~trading~~issue ~~market~~additional ~~for~~securities ~~our~~at ~~common~~prices ~~stock may not ever develop~~ which may ~~impair~~result in ~~your~~substantial ~~ability~~ dilution to ~~sell~~our ~~your shares~~shareholders.

~~Our~~As we ~~common~~raise ~~stock~~additional isfunds ~~quoted~~through on the ~~OTCQB Marketplace~~sale ~~(“OTCQB”),~~of ~~under~~equity ~~the~~or ~~symbol~~convertible ~~“OPVS”.~~debt, ~~The~~our ~~OTCQB~~current isstockholders’ anpercentage ~~electronic~~ownership will ~~quotation~~be ~~system~~reduced. ~~that~~In ~~displays real-time quotes~~addition, ~~last-sale~~these ~~prices,~~transactions ~~and~~may ~~volume~~dilute ~~information for many over~~ the ~~counter~~value ~~securities~~of ~~that~~our ~~are not listed on a national~~ securities ~~exchange~~outstanding. ~~Trading~~We ~~volume~~may ~~for~~have ~~our~~to ~~common~~issue ~~stock~~securities that ~~has been limited and OTCQB quotations for our common stock price~~ may ~~not represent~~have ~~the~~rights, ~~true~~preferences ~~market~~and ~~value~~privileges ofsenior ~~our~~to ~~common stock. There is a limited trading market for~~ our common stock ~~in the over-the-counter market~~. ~~The~~We ~~lack~~cannot ofprovide anassurance ~~active~~that ~~market~~we will ~~impair~~be ~~your ability~~ able to ~~sell~~raise ~~your~~additional ~~shares~~funds aton ~~the~~terms ~~time~~acceptable ~~you wish~~ to ~~sell~~us, ~~them~~if or at ~~a price that you consider reasonable~~all. ~~The~~If ~~lack~~future offinancing anis ~~active~~not ~~market~~available ~~will~~or ~~also~~is ~~reduce~~not ~~the~~available ~~fair~~on ~~market~~acceptable terms, ~~value~~we ~~of your shares. An inactive market~~ may ~~also~~not ~~impair~~be ~~our~~able ~~ability~~ to ~~raise~~fund ~~capital~~our byfuture ~~selling~~needs, ~~shares~~which ofwould ~~capital~~have ~~stock~~a ~~and~~material ~~may~~adverse ~~impair~~effect on our ~~ability~~business toplans, ~~acquire other companies~~prospects, orresults ~~technologies~~of byoperations ~~using~~and ~~common~~financial ~~stock as consideration~~condition.

22Our shareholders’ percentage of ownership may become diluted upon conversion of our convertible promissory notes, upon the exercise of currently outstanding warrants, or upon the issuance of new shares of stock or other securities, including issuances to consultants as compensation.

~~For~~As of asDecember ~~long~~31, as2019, wethere ~~are~~were anoutstanding ~~emerging growth~~warrants ~~company~~to purchase 76,890,018 weshares ~~will~~of ~~not~~our becommon ~~required~~stock. Furthermore, as of December 31, 2019, outstanding warrants to ~~comply~~purchase ~~with~~a ~~certain~~total ~~reporting~~of ~~requirements~~6,608,330 ~~including~~shares ~~those~~of ~~relating~~our tocommon ~~accounting~~stock ~~standards~~had and continue as of the date of this report to have anti-dilution provisions and ~~disclosure~~the ~~about~~exercise ~~our~~price ~~executive~~of ~~compensation,~~such ~~that~~warrants ~~apply~~will be automatically reduced to ~~other~~a ~~public~~lower price ~~companies~~if we issue securities in a subsequent offering at a price which is less than each such warrant’s then-effective exercise price.

In ~~April 2012, President Obama signed into~~ ~~law the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act contains provisions that~~addition, among other things, relax certain reporting requirements for “emerging growth companies,” including certain requirements relating to accounting standards and compensation disclosure. We are classified as anof ~~emerging~~December ~~growth company. For as long as we are an emerging growth company~~31, ~~which may be up to five full fiscal years~~2019, ~~unlike other public companies,~~ we ~~will~~had ~~not~~outstanding beoptions ~~required~~ to, ~~among~~purchase ~~other things~~300, ~~(1)~~000 ~~provide~~shares ~~an auditor’s attestation report on management’s assessment~~ of ~~the effectiveness of~~ our ~~system~~common ~~of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002~~stock, ~~(2) comply~~ with ~~any~~a ~~new requirements~~weighted ~~adopted~~average byexercise ~~the~~price ~~Public~~of ~~Company~~$0.52 ~~Accounting~~per ~~Oversight Board (the “PCAOB”)~~share, ~~requiring~~and ~~mandatory~~convertible ~~audit~~notes ~~firm~~outstanding ~~rotation or a supplement to the auditor’s report~~ in ~~which~~ the ~~auditor~~aggregate ~~would~~amount ~~be required to provide additional information about the audit and the financial statements~~ of ~~the~~$7.5 ~~issuer~~million, ~~(3) comply~~ with ~~any~~a ~~new audit rules adopted by the PCAOB after April 5, 2012 unless~~conversion ~~the~~prices ~~Securities~~ranging ~~and~~from ~~Exchange~~$0.10 ~~Commission~~to ~~determines~~$0.25 ~~otherwise,~~per ~~(4) provide certain disclosure regarding executive compensation required of larger public companies or (5) hold shareholder advisory votes on executive compensation~~share.

~~Further,~~We may ~~our~~enter into additional agreements with independent ~~registered~~contractors, ~~public accounting~~consultants, ~~firm~~and isother ~~not~~unaffiliated ~~yet~~third ~~required~~parties tofor ~~formally~~services and ~~attest~~compensation towhich ~~the~~may ~~effectiveness~~be payable in equity. The conversion of ~~our~~outstanding ~~internal~~debt, ~~controls~~the ~~over~~exercise ~~financial~~of ~~reporting~~outstanding warrants, and ~~will~~the ~~not~~issuance beof ~~required~~new securities could result in significant dilution to doexisting sostockholders. ~~for~~Additionally, assecurities ~~long~~issued in asconnection wewith ~~are~~future anfinancing ~~“emerging~~activities ~~growth~~or ~~company”~~any ~~pursuant~~potential toacquisitions ~~the~~could ~~provisions~~have ofpreferences and rights senior to the rights ~~JOBS~~of ~~Act~~common stock.

~~Under~~We are ~~the~~not ~~JOBS~~likely ~~Act, we have elected~~ to ~~use~~pay ancash ~~extended~~dividends ~~period~~in ~~for~~the ~~complying~~foreseeable ~~with new or revised accounting standards~~future.

We currently ~~have~~intend ~~elected~~ to ~~use~~retain ~~the~~any ~~extended~~future ~~transition period~~earnings for ~~complying~~use ~~with~~in ~~new~~the oroperation ~~revised~~and ~~accounting~~expansion ~~standards under Section 7(a)(2)(B)~~ of ~~the~~our ~~Securities~~business. ~~Act of 1933~~Accordingly, ~~which~~we ~~allows~~do not usexpect to ~~delay~~pay ~~adoption~~any ofcash ~~new~~dividends orin ~~revised~~the ~~accounting~~foreseeable ~~standards~~future ~~that~~but ~~have~~will ~~different~~review ~~effective dates for public and private companies until those standards apply to private companies. As a result of~~ this ~~election,~~policy ~~our~~as ~~financial~~circumstances ~~statements may not be comparable to companies that comply with public company effective dates~~dictate.

IfThere has ~~equity~~been ~~research~~a ~~analysts~~limited dotrading ~~not publish~~market ~~research~~for ~~or reports about~~ our ~~business,~~common orstock ifand ~~they~~an ~~issue~~active ~~unfavorable~~trading ~~commentary~~market orfor ~~downgrade~~ our common stock, ~~the~~may ~~market price~~not ofever ~~our~~develop which ~~common~~may ~~stock~~impair ~~and~~your ~~warrants~~ability ~~will~~to ~~likely~~sell ~~decline.~~your shares

~~The~~Our common ~~trading~~stock ~~market~~is ~~for~~quoted ~~our~~on ~~common~~the ~~stock and~~OTCQB ~~warrants~~Marketplace ~~will~~(“OTCQB”), ~~rely~~under inthe ~~part~~symbol on“OPVS”. ~~the~~The ~~research~~OTCQB ~~and~~is ~~reports~~an electronic quotation system that ~~equity~~displays ~~research~~real-time ~~analysts~~quotes, ~~over~~last-sale ~~whom~~prices, weand ~~have~~volume noinformation ~~control,~~for ~~publish~~many over the counter securities ~~about~~that usare ~~and~~not ~~our~~listed ~~business~~on a national securities exchange. WeTrading ~~may~~volume ~~never~~for ~~obtain~~our ~~research~~common ~~coverage~~stock byhas ~~securities~~been limited and ~~industry~~OTCQB ~~analysts.~~quotations for Ifour nocommon ~~securities~~stock orprice ~~industry analysts~~may ~~commence~~not ~~coverage~~represent the true market value of our ~~Company,~~common ~~the~~stock. ~~market~~There ~~price~~is ~~for~~a limited trading market for our common stock ~~and~~in ~~warrants~~the ~~could~~over-the-counter ~~decline~~market. InThe ~~the~~lack ~~event~~of wean ~~obtain securities~~active ormarket ~~industry~~will ~~analyst~~impair ~~coverage,~~your ability to sell your shares at the ~~market~~time you wish to sell them or at a price ofthat ~~our~~you ~~common~~consider ~~stock~~reasonable. ~~and~~The ~~warrants~~lack ~~could~~of ~~decline~~an ifactive ~~one~~market orwill ~~more~~also ~~equity~~reduce the fair ~~analysts~~market ~~downgrade~~value ~~our~~of ~~common~~your ~~stock~~shares. orAn ifinactive ~~those~~market ~~analysts~~may ~~issue~~also ~~unfavorable~~impair ~~commentary,~~our ~~even~~ability ifto itraise iscapital ~~inaccurate,~~by orselling ~~cease~~shares ~~publishing~~of capital stock ~~reports~~and ~~about~~may usimpair our ability to acquire other companies or ~~our~~technologies ~~business~~by using common stock as consideration.

~~ITEM 2. PROPERTIES~~23

~~The~~For as ~~Company’s~~long ~~executive~~as ~~offices~~we are ~~currently~~ ~~located~~an atemerging ~~15333~~growth ~~N. Pima Rd.~~company, ~~Suite~~we ~~305,~~will ~~Scottsdale,~~not AZbe ~~85260.~~required ~~The~~to ~~Company~~comply ~~began~~with ~~leasing~~certain ~~its~~reporting ~~offices on December 1~~requirements, ~~2018~~including onthose arelating ~~month~~ to ~~month~~accounting ~~basis.~~standards ~~The office space is approximately 370 square feet. The monthly rent expense is approximately $3000. The Company rents lab~~ and ~~office~~disclosure ~~space~~about ~~for~~our ~~research~~executive ~~and development at a facility located at 600 S. Wagner Rd.~~compensation, ~~Ann~~that ~~Arbor,~~apply ~~MI, 48103.~~to ~~The~~other ~~monthly~~public ~~rent expense is $2,500~~companies. ~~We also rent office space at 3820 Packard Rd, Ann Arbor, MI 48108 for $1,194 a month through the end of 2019.~~

~~ITEM~~In April 32012, President Obama signed into law the Jumpstart Our Business Startups Act (the “JOBS Act”). ~~LEGAL~~The ~~PROCEEDINGS~~JOBS Act contains provisions that, among other things, relax certain reporting requirements for “emerging growth companies,” including certain requirements relating to accounting standards and compensation disclosure. We are classified as an emerging growth company. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (1) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002, (2) comply with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”), requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (3) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the Securities and Exchange Commission determines otherwise, (4) provide certain disclosure regarding executive compensation required of larger public companies or (5) hold shareholder advisory votes on executive compensation.

~~From~~Further, our ~~time~~independent toregistered ~~time,~~public weaccounting ~~may~~firm ~~become~~is ~~involved in~~not ~~various~~yet ~~lawsuits~~required ~~and~~to ~~legal~~formally ~~proceedings~~attest ~~which~~to ~~arise~~the ineffectiveness ~~the~~of ~~ordinary~~our ~~course~~internal controls ofover ~~business.~~financial ~~Litigation~~reporting isand ~~subject~~will tonot ~~inherent~~be ~~uncertainties, and~~required anto ~~adverse~~do ~~result~~so infor ~~these~~as orlong ~~other~~as ~~matters~~we ~~may~~are ~~arise~~an ~~from~~“emerging ~~time~~growth company” pursuant to ~~time~~the ~~that~~provisions ~~may~~of ~~harm~~the ~~our~~JOBS ~~business~~Act.

~~As reported in the Company’s prior~~Under ~~filings, and specifically as described in~~ the ~~Company’s~~JOBS ~~quarterly report for the quarter ended June 30~~Act, ~~2017,~~we which was filed with the SEC on August 9, 2017, the Company was a party to a lawsuit in the United States District Court Southern District of New York, which was brought by John D. Kuhns for breach of contract. The parties have ~~settled~~elected ~~the matter. Pursuant~~ to ~~the~~use ~~settlement, all~~an ~~claims~~extended ~~against~~period ~~the Company have been dismissed in exchange~~ for ~~issuing~~complying ~~Mr.~~with ~~Kuhns~~new ~~1,750,000~~or ~~shares~~revised ofaccounting ~~the Company’s Common Stock and a promissory note for $125,000~~standards. This resulted in a loss on settlement of $633,292 recognized during 2017. The note was accruing interest at 12% per annum and was due on May 31, 2018. The common stock was issued on February 23, 2018. The $125,000 note and accrued interest of $11,139 was paid off on June 20, 2018.

~~ITEM~~We have 4elected to use the extended transition period for complying with new or revised accounting standards under Section 7(a)(2)(B) of the Securities Act of 1933, which allows us to delay adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. ~~MINE~~As ~~SAFETY~~a ~~DISCLOSURES~~result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

~~Not~~If equity ~~applicable~~research analysts do not publish research or reports about our business, or if they issue unfavorable commentary or downgrade our common stock, the market price of our common stock and warrants will likely decline.

23The trading market for our common stock and warrants will rely in part on the research and reports that equity research analysts, over whom we have no control, publish about us and our business. We may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our Company, the market price for our common stock and warrants could decline. In the event we obtain securities or industry analyst coverage, the market price of our common stock and warrants could decline if one or more equity analysts downgrade our common stock or if those analysts issue unfavorable commentary, even if it is inaccurate, or cease publishing reports about us or our business.

~~PART~~ITEM 2. IIPROPERTIES

~~ITEM~~The Company’s 5executive offices are currently located at 15333 N. ~~MARKET~~Pima ~~FOR~~Rd., ~~REGISTRANT’~~Suite 305, Scottsdale, AZ 85260. The Company began leasing its offices on December 1, 2018 on a month to month basis. The office space is approximately 370 square feet. The monthly rent expense is approximately $3000. The Company rents lab and office space for research and development at a facility located at 600 S. ~~COMMON~~Wagner ~~EQUITY~~Rd., ~~RELATED~~Ann ~~STOCKHOLDER~~Arbor, ~~MATTERS~~MI, ~~AND~~48103. ~~ISSUER~~The ~~PURCHASES~~monthly OFrent ~~EQUITY~~expense ~~SECURITIES~~is $4,850. We also rented office space at 3820 Packard Rd, Ann Arbor, MI 48108 for $1,194 a month through the end of 2019. We believe that our facilities are adequate to meet our needs for the immediate future, and that should it be needed, we will be able to secure additional space to accommodate any such expansion of our operations.

~~Our common stock commenced trading on the~~ITEM ~~OTCQB Marketplace (the “OTCQB”) operated by OTC Market Group, Inc~~3. onLEGAL July 14, 2015 under the symbol “OPVS”. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations.PROCEEDINGS

~~OTCQB~~From time ~~securities~~to ~~are~~time, ~~not~~we ~~listed~~may orbecome ~~traded on~~involved in various lawsuits and legal proceedings which arise in the ~~floor~~ordinary course of anbusiness. Litigation ~~organized~~is ~~national~~subject orto ~~regional~~inherent ~~stock~~uncertainties, ~~exchange.~~and ~~Instead~~an ~~OTCQB~~adverse ~~securities~~result ~~transactions~~in ~~are~~these ~~conducted~~or ~~through~~other ~~a telephone~~matters ~~and~~may ~~computer~~arise ~~network~~from ~~connecting~~time ~~dealers~~to intime ~~stock~~that may harm our business.

~~Common~~ITEM 4. ~~Stock~~MINE SAFETY DISCLOSURES

~~As of the date of this Report, the~~Not ~~Company had 162,151,947 shares of Common Stock issued and outstanding~~applicable. The Company’s Common Stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any Preferred Stock. Holders of the Company’s Common Stock representing fifty percent (50%) of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of the Company’s stockholders. The Company’s Articles of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of Preferred Stock created by the Company’s Board of Directors from time to time, the holders of shares of the Company’s Common Stock will be entitled to such cash dividends as may be declared from time to time by the Company’s Board of Directors from funds available, therefore.24

~~Subject to any preferential rights of any~~PART outstanding series of Preferred Stock created from time to time by the Company’s Board of Directors, upon liquidation, dissolution or winding up, the holders of shares of the Company’s common stock will be entitled to receive pro rata all assets available for distribution to such holders.II

~~Holders~~ITEM 5. ofMARKET ~~the~~FOR ~~Company~~REGISTRANT’sS ~~common~~COMMON ~~stock have no preemptive rights~~EQUITY, noRELATED ~~conversion~~STOCKHOLDER ~~rights~~MATTERS ~~and~~AND ~~there~~ISSUER ~~are~~PURCHASES noOF ~~redemption~~EQUITY ~~provisions applicable to our common stock.~~SECURITIES

~~Holders~~Our common stock commenced trading on the OTCQB Marketplace (the “OTCQB”) operated by OTC Market Group, Inc. on July 14, 2015 under the symbol “OPVS”. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations.

WeOTCQB securities ~~had~~are ~~800~~not ~~record~~listed ~~holders~~or traded on the floor of ~~our~~an ~~common stock,~~organized ~~par~~national ~~value~~or $regional stock exchange.~~0001,~~ ~~issued~~Instead OTCQB securities transactions are conducted through a telephone and ~~outstanding~~computer asnetwork ofconnecting ~~December~~dealers ~~31,~~in ~~2018~~stock.

24Common Stock

~~Transfer~~As of ~~Agent~~the date of this Report, the Company had 240,250,022 shares of Common Stock issued and ~~Registrar~~outstanding. The Company’s Common Stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any Preferred Stock. Holders of the Company’s Common Stock representing fifty percent (50%) of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of the Company’s stockholders. The Company’s Articles of Incorporation do not provide for cumulative voting in the election of directors.

~~VStock~~Subject to ~~Transfer,~~any ~~LLC~~preferential atrights 18of ~~Lafayette~~any ~~Place,~~outstanding series of Preferred Stock created by the Company’s Board of Directors from ~~Woodmere~~time to time, ~~New~~the ~~York~~holders ~~11598~~of isshares of the ~~registrar~~Company’s ~~and~~Common ~~transfer~~Stock ~~agent~~will ~~for~~be ~~our~~entitled ~~common~~to ~~stock.~~such ~~Their~~cash ~~telephone~~dividends ~~number~~as ismay ~~(212)~~be ~~828-8436~~declared from time to time by the Company’s Board of Directors from funds available, therefore.

~~Warrants~~Subject to any preferential rights of any outstanding series of Preferred Stock created from time to time by the Company’s Board of Directors, upon liquidation, dissolution or winding up, the holders of shares of the Company’s common stock will be entitled to receive pro rata all assets available for distribution to such holders.

~~There were outstanding warrants to purchase~~Holders ~~a total~~ of ~~90,258,828~~the ~~shares~~Company’s ~~of our~~ common stock ashave ofno ~~December~~preemptive 31rights, ~~2018.~~no ~~86,634,543~~conversion ~~warrants~~rights ~~are~~and ~~exercisable~~there atare ~~any~~no ~~time~~redemption ~~and~~provisions ~~from~~applicable ~~time~~ to ~~time~~our ascommon ~~provided in the warrant~~stock. ~~The exercise prices of the outstanding warrants range from $0.10 to $17.50 per share.~~

~~Options~~Holders

~~There~~We had ~~were~~694 ~~options~~record toholders ~~purchase~~of aour ~~total of~~common ~~300~~stock,~~000~~ ~~shares~~par ofvalue ~~our~~$.0001, ~~Common Stock~~ issued and outstanding as of December 31, ~~2018~~2019. ~~The exercise prices of the outstanding options range from $0.50 to $0.62 per share.~~

~~Penny~~Transfer Agent ~~Stock~~and ~~Regulations~~Registrar

~~The Securities and Exchange Commission~~VStock ~~has~~Transfer, ~~adopted~~LLC ~~regulations~~at ~~which~~18 ~~generally~~Lafayette ~~define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock~~Place, ~~when and if a trading market develops~~Woodmere, ~~may~~New ~~fall~~York ~~within~~11598 is the ~~definition~~registrar ~~of penny stock~~ and be ~~subject~~transfer toagent ~~rules~~for ~~that~~our ~~impose~~common ~~additional~~stock. ~~sales practice requirements on broker-dealers who sell such securities to persons other~~Their ~~than~~telephone ~~established~~number ~~customers~~is ~~and accredited investors~~ (~~generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse~~212) 828-8436.

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. In addition, the broker-dealer must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.Warrants

~~In addition to the “penny stock”~~There ~~rules~~were ~~promulgated~~outstanding bywarrants ~~the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment~~ to apurchase ~~customer,~~ a ~~broker-dealer~~total ~~must~~of ~~have~~76,890,018 ~~reasonable~~shares ~~grounds~~of ~~for believing~~our ~~that~~common ~~the~~stock ~~investment~~as isof ~~suitable~~December ~~for~~31, ~~that customer~~2019. ~~Prior to recommending speculative low-priced securities to their non-institutional customers~~74, ~~broker-dealers must make reasonable efforts to obtain information about the customer’s financial status~~390,018 ~~tax status,~~warrants ~~investment~~are ~~objectives~~exercisable ~~and~~at ~~other~~any ~~information.~~time ~~Under~~and ~~interpretations~~from oftime ~~these~~to ~~rules,~~time ~~FINRA~~as ~~believes~~provided ~~that~~in ~~there~~the ~~is a high probability that speculative low-priced securities will not be suitable for at least some customers~~warrant. The ~~FINRA~~exercise ~~requirements~~prices ~~make~~of itthe ~~more~~outstanding ~~difficult~~warrants ~~for~~range ~~broker-dealers~~from to$0.10 ~~recommend that their customers buy our common stock, which may limit the investors’ ability~~ to ~~buy and~~$17.50 ~~sell~~per ~~our stock~~share.

~~Dividend Policy~~Options

~~Any~~There were ~~future~~options ~~determination as~~ to ~~the~~purchase ~~declaration and~~a ~~payment~~total of ~~dividends~~300,000 on shares of our Common Stock ~~will~~issued beand ~~made~~outstanding atas ~~the discretion~~ of ~~our~~December ~~board~~31, of2019. ~~directors~~The ~~out~~exercise prices of ~~funds~~the ~~legally available~~outstanding ~~for~~options ~~such~~range ~~purpose.~~from ~~We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock~~$0.50 ~~In addition, we currently have no plans~~ to ~~pay such dividends~~$0.62 ~~Our~~per ~~board of directors currently intends to retain all earnings for use in the business for the foreseeable future~~share.

~~Securities authorized for issuance under~~Penny ~~equity~~Stock ~~compensation plans~~Regulations

OnThe Securities ~~September~~and ~~24,~~Exchange ~~2013~~Commission ~~the~~has ~~directors~~adopted ~~of the~~regulations ~~Company~~which ~~unanimously~~generally ~~approved~~define ~~the~~“penny ~~2013~~stock” ~~Equity~~to ~~Incentive~~be ~~Plan~~an ~~(the~~equity ~~“Plan”)~~security that ~~under~~has ~~which~~a ~~the~~market ~~Company~~price ~~has~~of ~~reserved~~less ~~a number~~than of$5.00 ~~shares~~per ofshare. ~~its~~Our Common Stock, ~~equal~~when toand ~~10%~~if ofa trading market develops, may fall within the ~~Company’s~~definition ~~fully~~of ~~diluted~~penny ~~Common~~stock ~~Stock~~and ~~for~~be ~~awards~~subject ~~under~~to ~~the~~rules ~~Plan~~that ofimpose additional sales practice requirements on broker-dealers who ~~any~~sell ~~stock~~such ~~option,~~securities ~~stock~~to ~~appreciation~~persons ~~right,~~other ~~restricted~~than ~~stock,~~established ~~performance~~customers ~~share~~and accredited investors (generally those with assets in excess of $1,000,000, or ~~other~~annual ~~stock-based~~incomes ~~award~~exceeding $200,000 individually, or ~~performance-based cash~~$300,000, ~~awards~~together ~~under~~with ~~the~~their ~~Plan~~spouse).

~~Unregistered~~For transactions ~~Sales~~covered by these rules, the broker-dealer must make a special suitability determination for the purchase of ~~Equity~~such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. In addition, the broker-dealer must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

~~Private~~In addition ~~Placement~~to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry ofRegulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the ~~Company~~investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s ~~Notes~~financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

~~During the year ended December 31, 2018, pursuant~~Dividend to an agreement with a major shareholder, accrued interest of $826,281 was added to the principal of the $2,496,478 convertible promissory note dated October 18, 2017. On December 18, 2018, this note along with $650,000 of new principal was combined and modified into a $3,972,760 note and share purchase agreement pursuant to which the major shareholder purchased a convertible note along with additional shares of the Company’s common stock. The note expires on the 90-day anniversary of the issuance date and accrues interest at a rate of 10% per annum. On the maturity date, whether or not the note is converted, the major shareholder shall receive shares of the Company’s common stock with a value worth 50% of the note’s principal amount. In addition, the major shareholder shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date. The Company may not prepay the note prior to the maturity date. The number of shares was determined to be 14,391,972 based on a 20-day lookback from the inception date subject to a minimum of $.10 per share. A debt discount and a share issuance liability of $1,989,360 was recorded on the inception date. The Company determined this was a liability under ASC 480. The debt discount will be amortized straight line over the 90-day period. Total amortization of for the period from inception through December 31, 2018 was $286,922. As of December 31, 2018, the number of shares was determined to be 19,863,800 based on a 20-day lookback.Policy

~~During~~Any future ~~the~~determination ~~year~~as ~~ended~~to ~~December 31, 2018,~~ the ~~Company~~declaration ~~borrowed~~and anpayment ~~aggregate~~ of ~~$2,842,960,~~dividends ~~net~~on shares of ~~original~~our ~~issue~~Common ~~discounts~~Stock ~~and~~will ~~fees~~be ofmade ~~$337,790~~at ~~under~~the ~~short-term convertible~~discretion ~~notes~~of ~~payable.~~our ~~The~~board ~~outstanding~~of ~~convertible~~directors ~~notes~~out of ~~the~~funds ~~Company~~legally ~~are~~available ~~unsecured,~~for ~~bear~~such ~~interest between 0% and 12% per annum and mature between November 2018 and August 2019~~purpose. ~~Certain~~We ~~of these notes~~ are ~~convertible~~under atno ~~fixed~~contractual ~~rates~~obligations ~~ranging~~or ~~from $0.25 - $0.50 per share~~restrictions ~~for~~to ~~the~~declare ~~first 180 days. After 180 days~~ or ~~upon~~pay ~~default,~~dividends ~~the~~on ~~conversion~~our ~~rates~~shares ~~become variable with prices ranging from 58% - 61%~~ of ~~the~~Common ~~lowest~~Stock. ~~sale~~In ~~price~~addition, ofwe ~~the~~currently ~~common~~have ~~stock~~no ~~during~~plans ~~the 20~~ to 25pay ~~consecutive~~such ~~trading~~dividends. ~~days~~Our board ~~prior to the date~~ of ~~conversion.~~directors ~~Various notes~~currently ~~gave~~intends ~~rise~~ to aretain ~~beneficial~~all ~~conversion~~earnings ~~feature~~for ~~which~~use ~~is recognized as additional paid~~ in ~~capital and a corresponding debt discount. If warrants were issued with~~ the ~~debt,~~business ~~the~~for ~~Company valued~~ the ~~warrants~~foreseeable ~~and recorded the relative fair value as additional debt discount~~future.

~~During the year ended December 31, 2018,~~Securities ~~the~~authorized ~~Company~~for entered into various note and share purchase agreements with accredited investors pursuant to which the investors purchased convertible notes in the aggregate of $483,000, along with additional shares of the Company’s common stock. In addition, existing promissory notes totaling $259,000 were modified into these note and share purchase agreements. The notes expire on the 90-day anniversary of the issuance ~~date~~under ~~and~~equity ~~accrue~~compensation interest at a rate of 10% per annum. The maturity dates range from February 2019 to March 2019. On the maturity date, whether or not the notes are converted, the investors shall receive shares of the Company’s common stock with a value worth 50% of the note’s principal amounts. In addition, the investors shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date. The Company may not prepay the notes prior to the maturity dates. The number of shares in aggregate was determined to be 2,982,923 based on a 20-day lookback from the inception date subject to a minimum of $.10 per share. A debt discount and a share issuance liability totaling $371,000 was recorded on the inception dates. The debt discount will be amortized straight line over the 90-day period. Total amortization of for the period from inception through December 31, 2018 was $126,806. As of December 31, 2018, the number of shares was determined to be 3,710,000 based on a 20-day lookback.plans

~~During~~On September ~~the~~24, ~~year~~2013 ~~ended~~the ~~December~~directors ~~31,~~of ~~2018,~~ the Company ~~borrowed~~unanimously ~~$157,500,~~approved ~~net~~the of2013 ~~original~~Equity ~~issue~~Incentive ~~discounts~~Plan ~~and~~(the ~~fees~~“Plan”) ~~of $17,500,~~ under ~~long-term convertible notes payable.~~ ~~The~~which ~~outstanding~~the ~~convertible~~Company ~~notes~~has ~~are~~reserved ~~unsecured,~~a ~~have~~number ~~interest~~of ~~rates~~shares ~~ranging from 8% to 12% originally and matured between June 2021 and April 2023. One~~ of ~~the notes is convertible at $0.25 per share for the first 180 days following~~ its ~~issuance,~~Common ~~and~~Stock ~~thereafter at a conversion price~~ equal to 6010% of the ~~lowest~~Company’s ~~sale~~fully ~~price~~diluted ofCommon Stock ~~the~~for ~~common~~awards ~~stock~~under ~~during~~ the 20Plan ~~consecutive trading days prior to the date~~ of ~~conversion.~~any ~~Two~~stock ofoption, ~~the~~stock ~~notes~~appreciation ~~are~~right, ~~convertible~~restricted atstock, ~~$0.60~~performance ~~per~~ share., ~~These~~or ~~notes~~other ~~also gave rise to a beneficial conversion~~stock-based ~~feature~~award ~~which~~or ~~was~~performance-based ~~recognized~~cash asawards ~~additional~~under ~~paid~~the ~~in capital and a corresponding debt discount~~Plan.

26Unregistered Sales of Equity Securities

~~The above issuances~~Private Placement of the Company’s securities were not registered under the 1933 Act, and the Company relied on an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), for such issuances.Notes

~~Issuance~~During the year ended December 31, 2019, the Company entered into various note and share purchase agreements with related parties pursuant to which the related parties purchased convertible notes in the aggregate amount of ~~Promissory~~$4,554,462, ~~Notes~~along with additional shares of the Company’s common stock to be issued upon maturity. Total cash of $1,657,001 was received and ~~Warrants~~$69,206 was accrued interest rolled into principal. Additionally, $60,000 of related party advances were modified into a convertible note and were included in the related party convertible debt amount at December 31, 2019. The notes expire on the 90-day anniversary of the issuance date and accrue interest at a rate of 10% per annum. The maturity dates on the outstanding notes range from January to March 2020. On the maturity date, whether or not the notes are converted, the investors shall receive shares of the Company’s common stock with a value worth 50% of the note’s principal amounts. In addition, the shareholder shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date. The Company may not prepay the notes prior to the maturity dates.

During the year ended December 31, 2018, the Company borrowed an aggregate of $275,000 under non-convertible notes payable. These notes payable of the Company are unsecured, bear interest between 0% and 12% per annum and mature between January 2019 and June 2019. An aggregate of 350,000 warrants were issued with the notes. The relative fair value of the warrants issued with the debt was recognized as a debt discount and will be amortized over the term of the note.26

~~The~~During the ~~above~~year ~~issuances~~ended ofDecember 31, 2019, the Company~~’s securities~~ ~~were~~borrowed ~~not~~an ~~registered~~aggregate of $2,030,070, net of original issue discounts and fees of $353,030 under short-term convertible notes payable. The outstanding convertible notes of the ~~1933~~Company ~~Act~~are unsecured, bear interest between 8% and ~~the~~12% ~~Company~~per ~~relied~~annum onand anmature ~~exemption~~between May 2020 and October 2020. Certain of these notes are convertible at fixed rates ranging from ~~registration~~$0.25 ~~pursuant~~- to$0.50 ~~Section~~per share for the first 180 days. After 180 days or upon default, the conversion rates become variable ~~4(2)~~with prices ranging from 55% - 61% of the ~~Securities~~lowest ~~Act~~sale price of ~~1933,~~the ascommon ~~amended~~stock (during the ~~“1933~~15 ~~Act”),~~to ~~for~~25 ~~such~~consecutive ~~issuances~~trading days prior to the date of conversion.

~~Issuance~~During the year ended December 31, 2019, the Company entered into various note and share purchase agreements with accredited investors pursuant to which the investors purchased convertible notes in the aggregate of $11,522,134, along with additional shares of the ~~Common~~Company’s ~~Stock~~common stock to be issued upon maturity. In addition, existing promissory and ~~Warrants~~convertible notes totaling $1,777,250 were modified into these note and share purchase agreements. Also, $6,449,743 of convertible notes that matured including $161,243 accrued interest were rolled into another bridge note rather than converted. The notes expire on the 90-day anniversary of the issuance date and accrue interest at a rate of 10% per annum. The maturity dates on the outstanding notes range from January to March 2020. On the maturity date, whether or not the notes are converted, the investors shall receive shares of the Company’s common stock with a value worth 50% of the note’s principal amounts. In addition, the investors shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date. The Company may not prepay the notes prior to the maturity dates.

OnThe above ~~January~~issuances ~~15,~~of ~~2018,~~ the Company’s ~~issued 30,303~~securities ~~shares~~were ofnot ~~its~~registered ~~common~~under ~~stock~~the to1933 aAct, ~~consultant~~and ~~pursuant~~the toCompany arelied ~~consulting~~on ~~agreement.~~an ~~The~~exemption from ~~fair~~registration ~~value~~pursuant ofto ~~the~~Section ~~common~~4(2) ~~stock~~of ~~was~~the ~~determined to~~Securities beAct ~~$10~~of 1933,~~000~~ ~~based~~as onamended (the ~~stock~~“1933 ~~price on January 15~~Act”), ~~2018~~for ~~and~~such ~~was recorded as expense~~issuances.

~~On February 23, 2018, the Company issued~~Issuance ~~1,750,000 shares~~ of ~~its~~Promissory ~~common~~Notes ~~stock~~and ~~related to the settlement with John Kuhns. The fair value of the common stock was determined to be $681,625 based on the stock price on August 29, 2017, which was the original grant date.~~Warrants

InDuring the ~~March~~year ~~2018,~~ended ~~the~~December ~~Company~~31, ~~issued 112~~2019,~~000 shares~~ of the Company’s ~~common~~borrowed ~~stock to certain note holders in exchange for accrued interest of~~ $5645,000. ~~The~~under ~~fair~~non-convertible ~~value of~~notes ~~the~~payable ~~common~~from ~~stock~~an ~~was~~investor. ~~determined~~This tonote had be0% ~~$23,200~~interest and ~~resulted~~no inmaturity ~~a gain on settlement of accrued interest of $32,800~~date.

~~On March 5, 2018, the Company issued 140,000~~The ~~shares~~above issuances of the Company’s ~~common~~securities ~~stock~~were tonot aregistered ~~related~~under ~~party pursuant to a letter agreement. The relative fair value of~~ the ~~common stock~~1933 ~~was determined to be $25~~Act,~~040~~ and isthe ~~recorded~~Company asrelied aon ~~debt~~an ~~discount. On June 1, 2018, this agreement was modified and resulted~~exemption infrom ~~extinguishing~~registration ~~the~~pursuant ~~associated~~to ~~debt,~~Section ~~cancelling~~4(2) ~~the original shares and warrants, and issuing three million shares~~ of the ~~Company’s common~~Securities ~~stock~~Act ~~in exchange for the original cash proceeds~~ of ~~$300~~1933,~~000.~~ ~~This~~as ~~transaction~~amended ~~resulted~~(the in“1933 aAct”), ~~loss~~for onsuch ~~extinguishment of debt~~issuances.

~~On April 23, 2018, the Company issued an~~Issuance ~~aggregate~~ of ~~50,000~~Common ~~shares~~Stock ~~of the Company’s common stock to two investors pursuant to a letter agreement. The relative fair value of the common stock was determined to be $8,894~~ and is recorded as a debt discount. On March 25, 2018, these agreements were modified and resulted in extinguishing the associated debt, cancelling the original shares and warrants, and issuing an aggregate of one million shares of the Company’s common stock in exchange for the original cash proceeds of $100,000. This transaction resulted in a loss on extinguishment of debt.Warrants

During the year ended December 31, ~~2018~~2019, the Company ~~entered~~issued ~~into~~71,053,173 ~~various~~shares ~~letter~~of ~~agreements~~the ~~with~~Company’s ~~investors~~common tostock ~~modify~~pursuant ~~existing~~to certain debt agreements, onrelated ~~both~~to ~~convertible and non-convertible debt. These modifications resulted in~~ the ~~issuance~~maturity of anvarious ~~aggregate~~convertible ofnotes 3totaling $14,~~160~~210,~~000~~635. ~~common~~See ~~shares~~the ~~with~~convertible andebt ~~aggregate~~section ~~fair value of $705,375.~~in ~~See~~ Note 75 for ~~details~~more ~~of these transactions~~details.

During the year ended December 31, ~~2018~~2019, the Company issued ~~an aggregate of 11~~480,~~536,~~000 shares of ~~its~~the Company’s common stock ~~related~~ to ~~the~~certain ~~conversion~~note holders in exchange for accrued interest of $148,~~126,~~000. The fair value of ~~principal~~the oncommon stock was determined to be $27,216 and resulted in a ~~convertible~~gain ~~notes~~on settlement of accrued interest of $20,784.

27During the year ended December 31, 2019, the Company entered into a three modification agreements with an investor pursuant to which the investor agreed to extend the maturity date of a convertible note in exchange for the issuance of one million shares of the Company’s common stock on March 1, 2019, and the first day of each month through February 1, 2020. The Company will fair value the shares on the issuance date and record it as loss on extinguishment of debt. During the year ended December 31, 2019, the Company issued a total of 10,000,500 shares of common stock and recorded a loss of $898,350.

~~During the year ended December 31, 2018, the Company issued 7,237,810 shares of the Company’s common stock at $0.10 per share in exchange for proceeds of $723,781.~~27

During the year ended December 31, ~~2018~~2019, the Company ~~issued~~repaid ana ~~aggregate of 11~~$100,~~925,356~~000 ~~shares~~advance ~~of its common stock related~~ to ~~the~~an ~~exercise~~investor ofand ~~11,925,356~~issued ~~warrants in exchange for cash proceeds of $1~~100,~~084,536.~~000 ~~Additionally,~~shares ~~an aggregate~~ of ~~36,884,859 warrants were modified to reduce~~ the ~~exercise price to~~Company’s ~~$0.10~~common ~~per share by a debt modification resulting in the issuance of 6,912,048 additional warrants~~stock. AThe ~~total~~Company offair ~~34,350,804~~valued ~~warrants were exercised cashlessly resulting in~~ the ~~issuance~~stock ofand ~~24,129,896~~recorded ~~common shares. This resulted in a reclassification of~~ $28,~~413 from~~500 ~~additional~~as ~~paid~~loss inon ~~capital~~extinguishment toof ~~common stock~~debt.

~~The above issuances~~During of the ~~Company’s~~year ~~securities~~ended ~~were~~December ~~not~~31, ~~registered~~2019, ~~under~~the ~~1933~~Company ~~Act,~~issued ~~and~~an ~~the~~aggregate ~~Company~~of ~~relied~~540,000 onshares anof ~~exemption~~its ~~from~~common ~~registration provided~~stock byrelated ~~Rule~~to ~~506(b)~~the conversion of ~~Regulation~~$50,000 Dof ~~promulgated~~principal ~~under~~and ~~the~~$4,000 ~~1933~~accrued ~~Act~~interest ~~for~~expense ~~such~~on ~~issuances~~convertible notes.

~~Issuance~~During the year ended December 31, 2019, the Company issued 100,000 shares of ~~Warrants~~common stock to an investor with the repayment of advances. The Company fair valued the stock at $11,400 and recorded as loss on extinguishment of debt.

~~On May 8, 2018,~~ During the ~~Company~~year ~~issued~~ended ~~warrants to~~December ~~purchase~~31, ~~300~~2019,~~000~~ ~~shares of the Company’s common stock pursuant to a letter agreement in exchange for services. The warrants have~~ an ~~exercise~~aggregate ~~price~~ of ~~$0.50~~3,300,000 ~~and a 10-year term. The~~ warrants were ~~immediately~~exercised ~~vested.~~cashlessly ~~The~~resulting ~~fair~~in ~~value of~~ the ~~warrants~~issuance ~~was~~of ~~determined to be $65~~2,~~984 using the Black-Scholes option pricing model and was expensed during the year ended December 31~~200,000 common ~~2018~~shares.

OnDuring the ~~October~~year 23ended December 31, ~~2018~~2019, ~~the~~an ~~Company~~aggregate ~~issued warrants~~of ~~to purchase 2~~1,~~000~~996,~~000~~843 ~~shares~~warrants ofwere ~~the~~modified ~~Company’s common stock pursuant~~ to areduce ~~letter~~the ~~agreement in exchange for services. The warrants have an~~ exercise price ofto $0.~~50 and a~~ 10~~-year~~ ~~term.~~per ~~20%~~share pursuant ofto ~~the~~a ~~warrants~~debt ~~vested~~modification ~~immediately~~ and anexercised ~~additional~~resulting ~~20%~~in ~~will vest~~a ~~each~~total ~~anniversary~~issuance ~~for~~of ~~four~~1,996,843 ~~years~~common shares. ~~The~~Rather ~~fair~~than ~~value~~receiving cash proceeds of $199,684, the ~~warrants~~Company ~~was~~netted ~~determined~~this toamount beagainst ~~$155,397~~convertible ~~using~~note ~~the~~payoffs ~~Black-Scholes~~totaling ~~option pricing~~$246,500. ~~model~~The ofremaining ~~which~~ $3746,~~036~~816 owed to two noteholders was ~~expensed~~paid ~~during~~by the ~~year~~issuance ~~ended~~of ~~December~~47 ~~31,~~shares ~~2018~~of Preferred Stock.

On February ~~December 10~~5, ~~2018~~2019, the Company issued warrants to purchase an aggregate of 2,500,000 shares of ~~the~~its ~~Company’s~~Common ~~common~~Stock ~~stock~~to ~~pursuant~~three toof aits employees ~~letter~~as ~~agreement~~a bonus in exchange for services ~~already~~ ~~performed~~to be provided to the Company. The warrants have ana ~~exercise~~10-year ~~price~~term, ofa $0.10 exercise price and awill ~~5-year~~vest ~~term~~25% ~~and~~annually ~~are~~for ~~immediately~~4 ~~vested.~~years beginning on the first anniversary date. The aggregate fair value of the warrants was determined to be $43129,~~372~~906 using the Black-Scholes option pricing model. ~~and~~Warrant expense of $62,021 was ~~expensed~~recognized during the year ended December 31, ~~2018~~2019.

~~During~~On June ~~the year ended December 31~~1, ~~2018~~2019, the Company issued ~~350~~warrants to purchase 25,000 ~~warrants~~shares ~~for~~of the Company’s common ~~shares~~stock ~~with~~pursuant to a ~~strike~~letter ~~price of $0.50 per share, with promissory~~agreement ~~notes~~in ofexchange ~~$100,000~~for services. The ~~relative~~warrants ~~fair~~have ~~value~~an ofexercise ~~the~~price ~~warrants~~ of $~~46,256~~0.50 ~~was~~and ~~recognized~~a as5-year aterm. ~~debt~~The ~~discount~~warrants ~~which~~vest isequally ~~being~~over ~~amortized~~six months onbeginning aJune ~~straight-line~~1, ~~basis~~2019. ~~over~~The ~~the~~fair ~~term~~value of the ~~notes.~~warrants ~~The~~was ~~Company~~determined ~~recognized~~to ~~interest~~be ~~expense of~~ $461,~~256~~924 ~~associated~~using ~~with~~ the ~~amortization of~~Black-Scholes ~~debt~~option ~~discount~~pricing onmodel. Warrant ~~the~~expense ~~notes~~of ~~and~~$1,924 ~~warrants~~was ~~issued~~expensed during the ~~current~~ year ~~for the year~~ ended December 31, ~~2018~~2019.

~~During~~The above ~~the~~issuances ~~year~~of ~~ended December 31, 2018,~~ the Company’s ~~issued~~securities anwere ~~aggregate~~not ofregistered ~~2,207,500~~under ~~warrants~~1933 ~~with~~Act, 13and ~~convertible~~the ~~notes~~Company ~~totaling~~relied ~~$1,480,500.~~on ~~The~~an ~~relative~~exemption ~~fair value of~~from ~~the~~registration ~~warrants~~provided ~~was~~by ~~determined~~Rule ~~to be $~~506~~,080,~~(b) ~~which~~of ~~was~~Regulation ~~recognized~~D aspromulgated aunder ~~discount to~~ the ~~debt.~~1933 ~~These~~Act ~~notes~~for ~~also~~such ~~gave rise to a beneficial conversion feature of $87,014, which is recognized as additional paid in capital and a corresponding debt discount~~issuances.

~~During the year ended December 31, 2018,~~Issuance ~~the Company issued an aggregate~~ of ~~21,211,190~~Preferred warrants to purchase the Company’s common stock in conjunction with debt modification agreements. The warrants have a 10-year term and exercise prices ranging from $0.10 to $1.00 per share. The fair value of the warrants was determined to be $4,911,103 using the Black-Scholes option pricing model which was recognized as loss on extinguishment of debt, along with the common stock issued for debt modification (as disclosed in the common stock section).Stock

~~On June 1, 2018,~~ During the ~~Company~~year ~~began~~ended ~~issuing shares~~December ~~of common stock at $0.10 per share. As of June 1~~31, ~~2018~~2019, the Company ~~had~~issued ~~9,430,333~~an ~~warrants~~aggregate ~~with~~of ~~price~~4,939 ~~reset~~shares ~~provisions. This resulted in the issuance~~ of anits ~~additional~~preferred ~~24,077,997~~stock ~~warrants~~related ~~due~~ to ~~price reset. The Company also reported a loss on~~ the ~~fair~~ ~~value~~ conversion of $54,~~706~~792,~~261~~951 ~~which~~of isdebt ~~shown~~and on$125,287 ~~the income statement as part~~ of ~~net~~interest ~~income (loss) attributable to shareholders~~expense.

28The above issuances of the Company’s securities were not registered under the 1933 Act, and the Company relied on an exemption from registration pursuant to Section 4(2) of the 1933 Act for such issuances.

~~During~~Except as ~~the~~disclosed ~~year ended December 31~~above, ~~2018, the~~all ~~Company~~unregistered ~~issued~~sales ~~a total~~ of ~~5,000,000 warrants to purchase~~ the Company’s ~~common~~securities ~~stock~~have inbeen ~~relation~~disclosed toon the ~~conversion~~Company’s ofcurrent ~~debt.~~reports ~~These~~on ~~warrants~~Form ~~have~~8-K aand ~~strike~~the ~~price~~Company’s ofquarterly ~~$0.10~~reports ~~per~~on ~~share~~Form ~~and a five~~10-~~year term~~Q.

~~The above issuances~~ Purchases of ~~the~~Equity ~~Company’s securities~~Securities ~~were~~by ~~not registered under~~ the ~~1933~~Registrant ~~Act,~~ and ~~the~~Affiliated ~~Company relied on an exemption from registration pursuant to Section 4(2) of the 1933 Act for such issuances.~~Purchasers

~~Issuance~~We have not repurchased any shares of ~~Stock~~ ~~Options~~our common stock during the fiscal year ended December 31, 2019.

~~On November 28, 2018, 150,000 stock options~~ITEM ~~were granted to employees of the Company~~6. ~~The~~SELECTED ~~options~~FINANCIAL ~~vest on a monthly basis of 1,000 shares per month over a 50-month period. The options expire in 2028.~~DATA

~~The above issuances~~Disclosure ofin ~~the~~response ~~Company’s~~to ~~securities~~this ~~were~~item is not ~~registered~~required ~~under the 1933 Act, and the Company relied on an exemption from registration pursuant to Section 4(2)~~ of ~~the~~a ~~1933~~smaller ~~Act~~reporting ~~for such issuances~~company.

~~Except as disclosed above, all unregistered sales of the Company’s securities have been disclosed on the Company’s current reports on Form 8-K and the Company’s quarterly reports on Form 10-Q.~~28

~~Purchases of~~ITEM ~~Equity~~7. ~~Securities~~MANAGEMENT’S byDISCUSSION ~~the~~AND ~~Registrant~~ANALYSIS ~~and~~OF ~~Affiliated~~FINANCIAL ~~Purchasers~~CONDITION AND RESULTS OF OPERATIONS

WeThe following ~~have~~discussion ~~not~~of ~~repurchased any~~our ~~shares~~financial condition and results of operations should be read in conjunction with our ~~common~~consolidated financial ~~stock~~statements ~~during~~and the ~~fiscal~~notes ~~year~~to ~~ended~~those ~~December~~financial ~~31,~~statements ~~2018~~appearing elsewhere in this Report.

~~ITEM~~Certain statements 6in this Report constitute forward-looking statements. ~~SELECTED~~These ~~FINANCIAL~~forward-looking ~~DATA~~statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected revenue, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

~~Disclosure~~The forward-looking instatements ~~response~~speak only as of the date on which they are made, and, except to ~~this~~the ~~item~~extent isrequired by federal securities ~~not~~laws, ~~required~~we ofundertake ano ~~smaller~~obligation ~~reporting~~to ~~company~~update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

~~ITEM~~The “Company”, 7.“we,” ~~MANAGEMENT’S~~“us,” ~~DISCUSSION~~and ~~AND~~“our,” ~~ANALYSIS~~refer OFto ~~FINANCIAL~~(i) ~~CONDITION~~NanoFlex ~~AND~~Power ~~RESULTS~~Corporation OFand (ii) ~~OPERATIONS~~Global Photonic Energy Corporation.

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.Overview

~~Certain~~NanoFlex Power ~~statements~~Corporation is engaged in ~~this~~the ~~Report~~research, ~~constitute forward-looking~~development, ~~statements.~~and ~~These~~commercialization ~~forward-looking~~of ~~statements~~advanced ~~include~~photovoltaic ~~statements,~~technologies ~~which~~that ~~involve~~enable thin ~~risks~~film ~~and~~solar ~~uncertainties,~~products ~~regarding, among~~with ~~other~~what ~~things,~~the ~~(a)~~Company ~~our~~believes ~~projected~~can ~~revenue~~be industry-leading efficiencies, ~~profitability~~light weight, flexibility, and ~~cash~~low total ~~flows,~~system ~~(b)~~cost. ~~our~~The ~~growth~~Company’s ~~strategy,~~sponsored ~~(c)~~research ~~anticipated~~programs ~~trends~~at ~~in our~~the ~~industry,~~University of Southern California (d“USC”), the ~~our~~University ~~future~~of ~~financing~~Michigan ~~plans~~(“Michigan”), and Princeton University (e“Princeton”) ~~our~~have ~~anticipated~~resulted ~~needs~~in ~~for,~~an extensive portfolio of issued and ~~use~~pending ofpatents worldwide covering flexible, ~~working~~thin-film ~~capital~~photovoltaic technologies. ~~They~~Pursuant ~~are~~to ~~generally~~the Company’s ~~identifiable~~license byagreement ~~use~~with ofour ~~the~~university ~~words~~research ~~“may~~partners,” ~~“will,”~~they ~~“should,”~~have ~~“anticipate,”~~obtained ~~“estimate,” “plan,”~~the ~~“potential,”~~exclusive ~~“project,”~~worldwide ~~“continuing,”~~license ~~“ongoing,”~~and ~~“expects,”~~right to sublicense ~~“management~~any ~~believes,”~~and ~~“we~~all ~~believe,”~~intellectual ~~“we~~property ~~intend,”~~which orresulted ~~the~~from ~~negative~~sponsored ofresearch ~~these~~programs ~~words~~with orthe ~~other~~universities. ~~variations~~While each patent is onissued ~~these~~in ~~words~~the orname ~~comparable~~of ~~terminology.~~the Inrespective ~~light~~university ofthat ~~these~~developed ~~risks~~the ~~and~~subject ~~uncertainties~~technology, ~~there~~the ~~can~~Company behas noexclusive ~~assurance~~commercial ~~that~~license rights ~~the~~to ~~forward-looking statements~~all ~~contained~~of inthe ~~this~~patents ~~filing~~and ~~will~~their inattendant ~~fact~~technologies, ~~occur.~~and ~~You~~the ~~should~~patents ~~not~~are ~~place~~referred ~~undue~~to ~~reliance~~herein onas ~~these~~being ~~forward-looking~~the ~~statements~~Company’s patents.

~~The~~These patented ~~forward~~and patent-~~looking~~pending ~~statements~~technologies ~~speak~~fall into two general categories – (1) cost reducing and performance-enhancing ~~only~~fabrication asprocesses ofand ~~the~~device ~~date~~architectures onfor ~~which~~ultra-high ~~they~~efficiency ~~are~~Gallium ~~made~~Arsenide (“GaAs”)-based solar thin films and (2) organic photovoltaic (“OPV”) materials, architectures, and fabrication processes for low cost, ~~except~~ultra-thin solar tofilms ~~the~~offering ~~extent~~high ~~required~~quality byaesthetics, ~~federal~~such ~~securities~~as ~~laws~~semi-transparency and tinting, weand ~~undertake~~highly noflexible ~~obligation~~form factors. The technologies toare ~~update~~targeted ~~any~~at ~~forward~~certain broad applications that require high power conversion efficiency, flexibility, and light weight. These applications include: (a) mobile and off-~~looking~~grid ~~statements~~solar topower ~~reflect~~generation, ~~events~~(b) orBAPV, ~~circumstances~~(c) ~~after~~BIPV, ~~the~~(d) ~~date~~space onvehicles ~~which~~and ~~the~~UAVs, ~~statements~~(e) ~~are~~semi-transparent solar ~~made~~power generating glazing or windows, (f) ultra-thin solar films for automobiles or other consumer applications and sensors toand ~~reflect~~other devices for the ~~occurrence~~Internet of ~~unanticipated~~Things ~~events~~(“IoT”). The Company believes these technologies have been demonstrated in a laboratory environment with our research partners.

~~The “Company”, “we,” “us,” and “our,” refer to (i) NanoFlex Power Corporation and (ii) Global Photonic Energy Corporation.~~29

~~Overview~~The Company currently holds exclusive rights to an extensive portfolio of issued and pending U.S. patents, plus their foreign counterparts, which cover architecture, processes and materials for flexible, thin-film organic photovoltaic (“OPV”) and Gallium Arsenide (“GaAs”)-based solar technologies. In addition, we have an extensive collection of patents in process. Some of our technology holdings include foundational concepts in the following areas.

~~NanoFlex~~● ~~Power~~Tandem ~~Corporation~~organic ~~is engaged in the research, development, and commercialization of advanced photovoltaic technologies that enable thin film~~ solar ~~products~~cell ~~with what~~● ~~the~~Fullerene ~~Company~~acceptors ~~believes~~● ~~can~~Blocking belayers ~~industry-leading~~● ~~efficiencies,~~New ~~light~~materials ~~weight,~~for ~~flexibility,~~visible and ~~low~~infrared ~~total~~sensitivity ~~system~~● ~~cost.~~Scalable ~~The~~growth ~~Company’s sponsored~~technologies ~~research~~● ~~programs~~Inverted atsolar ~~the~~cells ~~University~~● ofMaterials ~~Southern~~for ~~California~~enhanced ~~(“USC”),~~light ~~the~~collection ~~University~~via ~~of Michigan (“Michigan”), and Princeton University (“Princeton”) have resulted in an extensive portfolio of issued and pending patents worldwide covering flexible, thin~~multi-~~film~~exciton ~~photovoltaic~~generation ~~technologies.~~● ~~Pursuant~~Mixed tolayer ~~the Company’s license agreement with our university research partners, they have obtained the exclusive worldwide license~~ and ~~right~~nanocrystalline to sublicense any and all intellectual property which resulted from sponsored research programs with the universities. While each patent is issued in the name of the respective university that developed the subject technology, the Company has exclusive commercial license rights to all of the patents and their attendant technologies, and the patents are referred to herein as being the Company’s patents.cells

29● Solar films, coatings, or paints ● Semi-transparent cells ● Ultra-low cost, ultra-high efficiency, flexible thin film GaAs cells ● Accelerated and recyclable liftoff process ● Cold-weld bonding of GaAs solar cells to plastic substrates and metal foils ● Micro-inverters monolithically integrated into GaAs solar cells ● Low cost, thermo-formed plastic mini-compound parabolic concentrator arrays

~~These patented and patent-pending technologies~~Plan ~~fall~~of ~~into~~Operation ~~two general categories – (1) cost reducing~~ and ~~performance-enhancing~~Liquidity ~~fabrication processes~~ and ~~device~~Capital architectures for ultra-high efficiency Gallium Arsenide (“GaAs”)-based solar thin films and (2) organic photovoltaic (“OPV”) materials, architectures, and fabrication processes for low cost, ultra-thin solar films offering high quality aesthetics, such as semi-transparency and tinting, and highly flexible form factors. The technologies are targeted at certain broad applications that require high power conversion efficiency, flexibility, and light weight. These applications include: (a) mobile and off-grid solar power generation, (b) BAPV, (c) BIPV, (d) space vehicles and UAVs, (e) semi-transparent solar power generating glazing or windows, (f) ultra-thin solar films for automobiles or other consumer applications and sensors and other devices for the Internet of Things (“IoT”). The Company believes these technologies have been demonstrated in a laboratory environment with our research partners.Resources

~~The Company currently holds exclusive rights~~Overall toOperating an extensive portfolio of issued and pending U.S. patents, plus their foreign counterparts, which cover architecture, processes and materials for flexible, thin-film organic photovoltaic (“OPV”) and Gallium Arsenide (“GaAs”)-based solar technologies. In addition, we have an extensive collection of patents in process. Some of our technology holdings include foundational concepts in the following areas.Plan

●Our business ~~Tandem~~model ~~organic~~is ~~solar~~now ~~cell~~shifting ●to ~~Fullerene~~focus ~~acceptors~~on ●developing, ~~Blocking~~manufacturing ~~layers~~and ●marketing ~~New~~complete ~~materials~~NanoFlex ~~for~~products ~~visible~~which have a competitive advantage due to our intellectual property. NanoFlex has developed energy harvesting internet of things (IoT) complete sensor systems that utilize both our Organic Photovoltaic (OPV) and, ~~infrared~~in ~~sensitivity~~the ●future, ~~Scalable~~our ~~growth~~III-V ~~technologies~~semiconductor ●non-destructive ~~Inverted~~lift ~~solar~~off (ND ~~cells~~ELO) ●intellectual ~~Materials~~property. These sensor systems are totally wireless with higher energy budgets for ~~enhanced~~their ~~light~~size ~~collection~~than ~~via~~any ~~multi-exciton~~other cloud ~~generation~~connecting ●wireless ~~Mixed~~sensors. ~~layer~~This high energy harvesting capability (indoor and ~~nanocrystalline~~outdoor) ~~cells~~will ●enable ~~Solar~~completely ~~films~~wireless, “place ~~coatings,~~and orforget” ~~paints~~sensor ●systems ~~Semi-transparent~~for ~~cells~~many ●vertical ~~Ultra-low~~IoT ~~cost~~sensor markets to include agriculture, ~~ultra-high~~ecology, ~~efficiency~~building automation, medical, ~~flexible~~energy ~~thin~~infrastructure, ~~film~~military, ~~GaAs~~wearables, ~~cells~~and ●other ~~Accelerated~~applications. Nanoflex will launch its first line of energy harvesting sensors in 2020. NanoFlex will manufacture and ~~recyclable~~market ~~liftoff~~these ~~process~~IoT sensors direct to customers and with partners. We expect to work with well-positioned commercial partners who can support manufacturing and marketing capabilities to enable rapid commercial growth.

●In addition ~~Cold-weld~~to ~~bonding~~the ofwireless ~~GaAs~~IoT ~~solar~~sensors ~~cells~~NanoFlex has received support from the DOE to ~~plastic~~develop ~~substrates~~building integrated OPV. On May 20, 2019 the Company and ~~metal~~its ~~foils~~development ●partner, ~~Micro-inverters~~True ~~monolithically~~Metal Solutions (TMS) were awarded an SBIR (Small Business Innovative Research) Phase 1 grant for $200,000. The overall scope of the program is to design, develop, manufacture, and market the first U.S building integrated ~~into~~organic ~~GaAs~~solar modules for building facades. Our company brings with it 20+ years of critical intellectual property development on thin film organic solar cells ●and ~~Low~~combined ~~cost~~with TMS’ leadership in designing and manufacturing building facade technology, ~~thermo-formed~~we ~~plastic~~together ~~mini-compound~~will ~~parabolic~~drive ~~concentrator~~towards ~~arrays~~the first U.S. building integrated organic solar modules. With the anticipated award of Phase II ~ ($1.0M) in 2020 our team will complete the overall system design and scale this technology to assemble demonstration façade systems on buildings in the Phoenix area where our subcontractor already has the architectural, building owner, and general contractor relationships.

~~Plan~~To support this work, our OPV and III-V solar engineering team operates out of ~~Operation~~our development and ~~Liquidity~~prototyping center in Ann Arbor, Michigan. We are enhancing and expanding this development facility with the support of the recently won phase I DOE funding. OPV ~~Capital~~modules ~~Resources~~to support both our sensor systems and building integrated designs will be manufactured in NanoFlex manufacturing facility planned for construction in the 2020- 2021 timeframe in Arizona. NanoFlex is completing the IoT electronics hardware and software designs and expects to outsource the system assembly and packaging to contract assemblers. NanoFlex will sell and market its IoT sensors under a new brand name and through an enhanced website.

~~Overall~~We are ~~Operating~~also ~~Plan~~pursuing sponsored development funding to generate revenue in the near-term as well as subsidize our product development with non-dilutive financing. In connection with our focus on potential government-sponsored research projects, on June 19, 2017, the Company announced that that it is part of a consortium that was awarded a $6.3 million contract from the Army Research Laboratory’s Army Research Office to develop high power, flexible, and lightweight solar panels for portable power applications. The consortium consists of NanoFlex, SolAero, the University of Michigan, and the University of Wisconsin. Pursuant to the foregoing and as part of the consortium, SolAero was awarded a 4-year contract amounting to $6.3 million with the Army Research Lab (ARL) to develop solar power mats. SolAero has engaged the Company as a subcontractor for $3.3 million over 4 years of which $1.6 million will be provided to the University of Michigan as a subcontractor to the Company. The Company’s contract with SolAero provides for direct reimbursement of the Company’s costs, including indirect overhead. On February 1, 2019 we were informed by SolAero that the Army had suspended funding to support other priorities but kept the contract in place with the intention of refunding and proceeding ahead with the program. The Company was reimbursed for all costs incurred through that date.

~~Our~~Having an ~~business~~established ~~model~~technical isteam ~~now~~enables ~~shifting~~us to ~~focus on~~more ~~NanoFlex~~effectively ~~products~~pursue ~~which~~and ~~have~~execute ~~competitive~~sponsored ~~advantage~~research ~~due~~projects tofrom ~~our~~the ~~intellectual~~Department of ~~property.~~Defense We(“DoD”), ~~expect~~the toDepartment ~~work~~of ~~with~~Energy ~~well-positioned commercial~~(“DOE”), ~~partners~~and ~~who~~the ~~can~~National ~~provide~~Aeronautics ~~manufacturing~~ and ~~marketing~~Space ~~capabilities~~Administration (“NASA”), toeach ~~enable~~of ~~rapid~~which ~~commercial~~has ~~growth.~~interests ~~These~~in ~~manufacturing partners~~businesses that can ~~also~~deliver ~~serve~~ultra-lightweight, ashigh-efficiency asolar ~~source~~technologies for ofdemanding ~~solar~~applications. ~~cell~~However, ~~supply~~there ~~for~~can ~~NanoFlex~~be tono ~~provide~~assurance ~~products~~that tothe ~~customers~~Company oncan ~~its~~effectively ~~own~~pursue assuch ~~well~~research ~~as through~~projects, anor ~~“fab-less”~~if ~~manufacturing~~it ~~model~~can, that such pursuit will be successful.

ToAs reported ~~support~~in ~~this~~the ~~work,~~Company’s ~~our~~Form ~~III~~8-VK ~~solar~~filed ~~engineering team~~with ~~leverages~~ the ~~facilities~~SEC ~~and~~on ~~equipment~~February at7, ~~the~~2017, ~~University~~on ofFebruary ~~Michigan~~2, on2017, the Company entered into a ~~commercial~~License ~~contract~~Agreement ~~basis~~with SolAero Technologies Corp. (“SolAero”), pursuant to which wethe ~~believe~~Company isagreed to grant SolAero a non-exclusive worldwide license to use, sell, offer for sale, import or otherwise dispose of certain products (the “Licensed ~~cost~~Products”) using the Company’s patented proprietary manufacturing processes relating to Gallium Arsenide-~~effective~~based ~~approach~~photovoltaic cells (the “Licensed Patents”) within the space and near-space fields of use (the “License Field”). SolAero is to ~~move~~pay the ~~technologies~~Company ~~toward~~a ~~commercialization~~royalty based on sales of the Licensed Products within the Licensed Field. WeThe ~~believe~~agreement ~~that~~does ~~this~~not ~~allows~~provide SolAero ~~our~~with ~~engineering~~the ~~team~~right to ~~develop~~ ~~our~~sublicense ~~flexible~~the ~~solar~~Licensed ~~panel~~Patents. ~~products~~The asterm ~~well~~of asthe ~~without~~agreement runs from February 2, 2017 through the ~~need~~expiration date ~~for~~of ~~large-scale~~the ~~capital~~last ~~investment~~expiring patent included in ~~clean~~the ~~room~~Licensed ~~facilities~~Technology. However, each party may terminate the agreement upon a material ~~and~~breach ~~solar~~by ~~cell~~the ~~fabrication~~other ~~equipment~~party. On February 1, 2019 this agreement was terminated along with the ARL contract suspension.

~~We are also pursuing sponsored development~~There ~~funding~~can tobe ~~generate~~no ~~revenue~~assurance inthat ~~the near-term as well as subsidize~~ our ~~product~~overall ~~development~~term ~~with~~operating ~~non-dilutive~~plan financing. In connection with our focus on potential government-sponsored research projects, on June 19, 2017, the Company announced that that it is part of a consortium that was awarded a $6.3 million contract from the Army Research Laboratory’s Army Research Office to develop high power, flexible, and lightweight solar panels for portable power applications. The consortium consists of NanoFlex, SolAero, the University of Michigan, and the University of Wisconsin. Pursuant to the foregoing and as part of the consortium, SolAero was awarded a 4-year contract amounting to $6.3 million with the Army Research Lab (ARL) to develop solar power mats. SolAero has engaged the Company as a subcontractor for $3.3 million over 4 years of which $1.6 million will be ~~provided~~successful toor the University of Michigan as a subcontractor to the Company. The Company’s contract with SolAero provides for direct reimbursement of the Company’s costs, including indirect overhead. On February 1, 2019 we were informed by SolAero that ~~Mantech had terminated~~ the ~~contract~~capital asneeded ~~provided for in the agreement. The Company will be fully reimbursed for all costs incurred through that date. Having an established technical team enables us~~ to ~~more~~fulfill effectively pursue and execute sponsored research projects from the Department of Defense (“DoD”), the Department of Energy (“DOE”), and the National Aeronautics and Space Administration (“NASA”), each of which has interests in businesses that can deliver ultra-lightweight, high-efficiency solar technologies for demanding applications. However, there can be no assurance that the Company can effectively pursue such research projects, nor if it can, ~~that such pursuit will~~ be ~~successful~~raised.

~~As reported in the Company’s Form~~Results 8-K filed with the SEC on February 7, 2017, on February 2, 2017, the Company entered into a License Agreement with SolAero Technologies Corp. (“SolAero”), pursuant to which the Company agreed to grant SolAero a non-exclusive worldwide license to use, sell, offer for sale, import or otherwise dispose of certain products (the “Licensed Products”) using the Company’s patented proprietary manufacturing processes relating to Gallium Arsenide-based photovoltaic cells (the “Licensed Patents”) within the space and near-space fields of use (the “License Field”). SolAero is to pay the Company a royalty based on sales of the Licensed Products within the Licensed Field. The agreement does not provide SolAero with the right to sublicense the Licensed Patents. The term of the agreement runs from February 2, 2017 through the expiration date of the last expiring patent included in the Licensed Technology. However, each party may terminate the agreement upon a material breach by the other party.Operations

~~There can be no assurance that our overall~~For ~~term operating plan will be successful or that~~ the ~~capital~~years ~~needed~~ended toDecember ~~fulfill~~31, it2019 ~~can~~and ~~be raised.~~2018

~~Near Term Operating Plan~~Revenue

~~Our~~Revenue was ~~near-term~~$293,278 ~~focus~~and is$905,443 onfor ~~advancing~~the ~~our product~~year ~~development~~ended ~~efforts~~December ~~while~~31, ~~containing~~2019 ~~costs.~~and ~~The~~2018, ~~Company~~respectively. ~~requires~~Revenue ~~approximately~~through ~~$13~~January ~~million~~31, 2019 relates to ~~continue~~engineering ~~its~~services ~~operations~~provided ~~over~~ under the ~~next~~ARL ~~twelve~~contract. ~~months~~On toFebruary ~~support~~1, ~~its~~2019 ~~development~~we ~~and~~were ~~commercialization~~informed ~~activities,~~by ~~fund~~SolAero ~~patent~~that ~~application~~Mantech ~~and~~had ~~prosecution, service~~terminated ~~outstanding~~the ~~liabilities,~~contract ~~and~~as ~~support~~provided ~~its~~for ~~corporate~~in ~~functions~~the agreement. ~~Our~~Revenue ~~operating~~for ~~plan~~the ~~over~~third ~~the~~and ~~next~~fourth ~~twelve~~quarter ~~months~~of is2019 ~~comprised~~relates ofto the engineering services ~~following:~~provided under the SBIR contract.

1.We do ~~Product~~not ~~Development~~believe ~~and~~that ~~Prototype~~inflation ~~Product~~or ~~demonstrations~~changing ~~with~~prices ~~key~~have ~~customers~~had a material effect on our business, financial condition, or results of operations.;

2.Cost of ~~Prioritizing and optimizing our existing IP portfolio to align it with the commercialization strategy and reduce costs;~~Services

3.Cost of ~~Development~~services ofwas ~~our~~$259,203 ~~product~~and ~~supply~~$905,443 ~~chain~~for ~~inclusive~~the ofyear ~~manufacturing~~ended December 31, 2019 and ~~operations~~2018, ~~organizations;~~respectively. The decrease was due to less spending on the ARL contract during the 2019 period due to the termination of the contract.

	4.	Development of our sales and marketing organization, website, and other marketing plan resources; and
	5.	Raising adequate capital (approximately $13 million) to support our activities for at least 12 months.

Research and Development Expenses

~~The Company believes that it has made progress~~Research ~~with each of the components of this operating plan~~ and ~~has~~development ~~aligned~~expenses ~~its~~were ~~operations~~$1,537,576 ~~and~~for ~~cost structure with expediting~~ the ~~development and~~year ~~commercialization~~ended ofDecember ~~our~~31, ~~high~~2019, ~~efficiency~~a ~~solar~~64% ~~technologies.~~increase ~~The~~from ~~Company~~$936,789 ~~has~~for ~~taken~~the ~~steps~~year toended December ~~reduce patent expenses~~31, ~~particularly related to optimizing its OPV patent portfolio~~2018. The ~~Company~~increase ~~has~~is ~~realigned~~attributable ~~its research and development operations with several strategic actions, including hiring Company engineers~~ to ~~focus~~increased oncosts ~~high~~in ~~efficiency~~building ~~product~~prototypes ~~development~~ and ~~technology~~developing ~~transfer~~applications ~~from~~for our ~~Michigan~~commercialization ~~to a commercial environment. The Company believes that it is making positive progress with these~~ efforts.

~~There can be no assurance that the Company’s~~Patent ~~near-term~~Application ~~operating plan will be successful or that it will be able to fulfill it as it is largely dependent on raising capital~~ and ~~there~~Prosecution ~~can be no assurance that capital can be raised nor that we will be awarded the government contracts that it is currently pursuing.~~Fees

InPatent application and prosecution fees consist of the ~~event~~fees ~~that~~due wefor ~~raise~~prosecuting ~~less~~and ~~than~~maintaining the patents resulting from the research program sponsored by the Company ~~required~~and ~~amount~~were of$1,037,459 ~~capital~~for the year ended December 31, ~~our~~2019, ~~focus~~a is15% ~~planned~~decrease tofrom be$1,225,912 onfor ~~prioritizing~~the ~~our~~year ~~commercialization~~ended ~~effort~~December to31, ~~capture~~2018. The ~~near~~year-~~term~~over-year ~~revenue opportunities~~decrease ~~and~~is ~~limiting~~attributable ~~spending~~to onthe ~~general~~timing of application and ~~administrative~~prosecution ~~expenses~~of patents and the result of decreased patent ~~costs~~activity by our engineering team in commercializing and developing our technologies.

~~Results~~Selling, General ofand ~~Operations~~Administrative Expenses

~~For~~Selling, general and administrative expenses were $1,027,740 for the ~~years~~year ended December 31, ~~2018~~2019, a 48% decrease from $1,985,388 for the ~~and~~year ended December 31, ~~2017~~2018. The decrease is primarily attributable to a reduction in non-cash expenses associated with warrants issued to employees during the year of $790,667.

~~Revenue~~Other Expense

~~Revenue~~Other ~~was~~expense ~~$905,443 and $199,080~~ for the year ended December 31, ~~2018~~2019 ~~and~~was ~~2017~~$9,953,496 ~~respectively.~~as ~~Revenue~~compared ~~relates~~ to ~~engineering~~$13,428,682 ~~services~~for ~~provided under~~ the ~~ARL contract. The increases in the~~ year ended December 31, 2018. These aschanges ~~compared~~are primarily due to ~~2017~~a ~~relates~~decrease toof ~~increased~~loss ~~spending~~ on ~~the~~extinguishment ~~ARL contract due to the acceleration~~ of ~~the program as requested by ARL. In addition~~debt, ~~the~~offset ~~ARL contract began in May 2017 and was fully in effect during 2018. On February 1, 2019 we were informed~~ by ~~SolAero~~an ~~that~~increase ~~Mantech had terminated the contract as provided for~~ in ~~the~~interest ~~agreement~~expense. ~~The Company will be fully reimbursed for all costs incurred through that date. The Company is attempting to ascertain the reason for the cancellation.~~

~~We do not believe that inflation or changing~~Net ~~prices have had a material effect on our business, financial condition, or results of operations.~~Loss

~~Cost~~The net loss for the year ended December 31, 2019 was $13,522,196, a 23% increase from $17,576,771 for the year ended December 31, 2018. The decrease in net loss is primarily related to non-cash expenses, including interest expense and loss on extinguishment of ~~Services~~debt, and changes in research and development, each of which is described above.

~~Cost~~Liquidity ~~of services was $905,443~~ and ~~$235,202~~Capital ~~for the year ended December 31, 2018 and 2017, respectively. The increase was due to spending on the ARL contract during the 2018 periods which was not in effect until May 2017.~~ Resources

~~Research~~Sources of ~~and Development Expenses~~Liquidity

~~Research~~As ~~and~~of ~~development expenses were $936,789 for the year ended~~ December 31, ~~2018~~2019, awe ~~32%~~had ~~increase~~cash ~~from~~and cash equivalents of $~~708~~229,~~840~~554 ~~for~~and ~~the~~a ~~year~~working ~~ended~~capital ~~December~~deficit 31of $13,819,381, ~~2017.~~as ~~The~~compared ~~increase is attributable~~ to ~~increased~~cash ~~costs in building prototypes~~ and ~~developing~~cash ~~applications~~equivalents ~~for~~of ~~our commercialization efforts offset~~$27,213 byand a ~~reduction~~working incapital ~~expenses~~deficit ~~associated~~of ~~with~~$11,991,857 ~~our~~as ~~research agreement with the University~~ of ~~Michigan~~December ~~on August~~ 31, ~~2017~~2018. The increase ~~was~~ ~~also due to an increase~~ in ~~non-cash~~working ~~expenses~~capital ~~consisting~~is ofattributable ~~warrants~~to ~~issued~~an ~~for services. Non-cash expenses were $42,013 for~~increase ~~the~~in ~~year~~accounts ~~ended~~payable ~~December 31, 2018~~ and ~~non-cash~~a ~~expenses~~share ~~recaptured~~issuance ~~were~~obligation ~~$51,376~~in ~~for the year ended December 31, 2017~~2018.

32The Company needs to raise additional capital and is in the process of raising additional funds in order to continue to finance our research and development, service existing liabilities and commercialize photonic energy conversion technologies utilizing organic and GaAs semiconductor-based solar cells. In the next 12 months, the Company needs to raise approximately $13 million in additional capital in order to continue our operations as described above and support our corporate functions. We anticipate that the additional funding can result from private sales of our equity securities. However, there can be no assurance that the additional funds will be available to us when needed, or if available, on terms that will be acceptable to us or our shareholders. If we are unable to raise sufficient funds, the Company may have to cease its operations.

~~Patent Application and Prosecution Fees~~32

~~Patent application and prosecution fees~~Analysis ~~consist~~ of ~~the~~Cash fees due for prosecuting and maintaining the patents resulted from the research program sponsored by the Company and were $1,225,912 for the year ended December 31, 2018, a 4% decrease from $1,274,991 for the year ended December 31, 2017. The year-over-year decrease is attributable to the timing of application and prosecution of patents and the result of decreased patent activity by our engineering team in commercializing and developing our technologies.Flows

~~Legal~~Net cash ~~Settlement~~used ~~Expense~~in operating activities increased by $613,407 to $4,229,169 for the year ended December 31, 2019, compared to $3,615,762 for the year ended December 31, 2018. The increase in cash used in operating activities was primarily attributable to the increased net loss, an increase in amortization of debt discounts offset by non-cash charges for decreases in the loss on extinguishment of debt and the loss on induced conversion of debt.

~~During~~Net cash ~~the~~used ~~year~~in ~~ended~~investing ~~December~~activities ~~31,~~was ~~2017~~$116, ~~the~~010 ~~Company~~and ~~recorded a legal settlement expense of~~ $~~633~~248,~~292~~956 ~~relating~~during to the ~~settlement~~years ofended ~~the~~December ~~John~~31, ~~Kuhns~~2019, ~~litigation~~and ~~discussed in Note 8. Pursuant to the settlement~~2018, ~~all claims against the Company have been dismissed in exchange for issuing Mr~~respectively. ~~Kuhns 1,750,000~~ ~~shares~~This ofamount ~~the~~represents ~~Company’s~~purchases ~~Common~~of ~~Stock~~property and ~~a promissory note for $125,000~~equipment.

~~Selling~~Net cash provided by financing activities was $4,547,520 ~~General~~and $3,830,472 during the years ended December 31, 2019 and ~~Administrative~~2018, respectively. ~~Expenses~~For the year ended December 31, 2019, this includes borrowings on convertible and non-convertible debt of $7,099,521, offset by repayments on convertible and non-convertible debt of $2,552,001. For the year ended December 31, 2018, this includes proceeds from sale of common shares and warrants of $723,780, proceeds from exercise of warrants of $1,084,536, borrowings on convertible and non-convertible debt of $4,075,960, offset by repayments on convertible and non-convertible debt of $2,053,804.

~~Selling, general and administrative expenses~~Going were $1,985,388 for the year ended December 31, 2018, a 13% decrease from $2,273,440 for the year ended December 31, 2017. The decrease is primarily attributable to a reduction in legal fees, consulting fees and non-cash expenses associated with warrants issued for services during the year. Non-cash expenses were $601,227 and $767,964 for the year ended December 31, 2018 and 2017, respectively.Concern

~~Other~~The ~~Expense~~Company has only generated limited revenues to date. The Company has a working capital deficit of $13,819,381 and an accumulated deficit of $247,644,087 as of December 31, 2019. The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations and carry out its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

~~Other expense for the year ended December~~Critical ~~31,~~Accounting 2018 was $13,428,682 as compared to $5,876,781 for the year ended December 31, 2017. These changes are primarily due to the loss on induced conversion of debt of $4,626,884 and an increase in extinguishment of debt from $2,945,594 to $6,866,099.Policies

~~Net~~The discussion ~~Loss~~and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect our reported assets and liabilities, expenses, and other financial information. Actual results may differ significantly from our estimates under other assumptions and conditions. We believe that our accounting policies related to revenue recognition, stock-based compensation, research and development, impairment of long-lived assets, research and development and property plant and equipment as described below, are our “critical accounting policies” as contemplated by the SEC.

~~The net loss for the year ended December~~Basis 31, 2018 was $17,576,771, a 63% increase from $10,803,466 for the year ended December 31, 2017. The increase in net loss is primarily related to non-cash expenses, including the loss on induced conversion of debt and loss on extinguishment of debt, offset by gain on change in fair value of share issuance obligation, changes in research and development, patent application and prosecution fees, and selling, general and administrative expenses, each of which is described above.Accounting

~~Liquidity~~The Company’ policy is to maintain its books and ~~Capital~~prepare ~~Resources~~its consolidated financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

~~Sources~~ Use of ~~Liquidity~~Estimates

AsThe preparation of ~~December~~combined ~~31,~~financial ~~2018,~~statements wein ~~had~~conformity ~~cash~~with ~~and cash~~accounting ~~equivalents~~principles ofgenerally ~~$27,213~~accepted ~~and~~in athe ~~working~~United ~~capital deficit~~ States of ~~$11,991,857,~~America asrequires ~~compared~~management to ~~cash~~make estimates and ~~cash~~assumptions ~~equivalents~~that affect the reported amounts of ~~$61,459~~assets and a ~~working~~liabilities ~~capital~~and the ~~deficit~~disclosure of ~~$9,939,999~~contingent asassets ofand ~~December~~liabilities ~~31,~~at ~~2017.~~the ~~The~~date ~~increase~~of inthe ~~working~~combined ~~capital~~financial isstatements ~~attributable~~and tothe anreported ~~increase~~amounts inof ~~accounts~~revenues ~~payable~~ and aexpenses ~~share~~during ~~issuance~~the ~~obligation~~reporting inperiod. ~~2018~~Actual results could differ from those estimates.

The Company needs to raise additional capital and is in the process of raising additional funds in order to continue to finance our research and development, service existing liabilities and commercialize photonic energy conversion technologies utilizing organic and GaAs semiconductor-based solar cells. In the next 12 months, the Company needs to raise approximately $13 million in additional capital in order to continue our operations as described above and support our corporate functions. We anticipate that the additional funding can result from private sales of our equity securities. However, there can be no assurance that the additional funds will be available to us when needed, or if available, on terms that will be acceptable to us or our shareholders. If we are unable to raise sufficient funds, the Company may have to cease its operations.33

33Revenue Recognition

~~Analysis~~ Adoption of ~~Cash~~ASC ~~Flows~~Topic 606, “Revenue from Contracts with Customers”

~~Net cash used in operating activities decreased~~On byJanuary $1,~~489~~ 2018,~~819~~ towe ~~$3,615,762~~adopted ~~for~~Topic ~~the~~606 ~~year~~using ~~ended~~the ~~December~~modified ~~31,~~retrospective ~~2018,~~method ~~compared~~applied to ~~$5,105,581~~those ~~for~~contracts ~~the~~which ~~year~~were ~~ended~~not ~~December 31, 2017.~~completed ~~The~~as ~~decrease~~of inJanuary ~~cash~~1, ~~used~~2018. inResults ~~operating~~for ~~activities~~reporting ~~was~~periods ~~primarily~~beginning ~~attributable~~after toJanuary ~~the~~1, ~~increased~~2018 ~~net~~are ~~loss~~presented ~~and~~under aTopic ~~gain~~606, onwhile ~~the change~~prior inperiod ~~fair~~amounts ~~value~~are ofnot ~~share~~adjusted ~~issuance~~and ~~obligation,~~continue ~~offset~~to bybe ~~non-cash~~reported ~~charges for increases~~ in ~~the~~accordance ~~loss~~with onour ~~extinguishment~~historic ofaccounting ~~debt~~under ~~and the~~Topic ~~loss on induced conversion of debt and increases in accounts payable and accrued expenses~~605.

~~Net~~There was ~~cash~~no ~~used~~impact into ~~investing~~the ~~activities~~opening ~~was $248,956~~balance ~~and~~of ~~$11,060~~accumulated ~~during~~deficit or revenues for the ~~years~~year ended December 31, 2018, ~~and~~as ~~2017,~~a ~~respectively.~~result ~~This amount represents purchases~~ of ~~property~~applying ~~and~~Topic ~~equipment~~606.

~~Net~~The Company ~~cash~~applies ~~provided~~a byfive-step ~~financing~~approach ~~activities was~~in ~~$3,830,472~~determining ~~and $5,175,114 during~~ the ~~years~~amount ~~ended~~and ~~December~~timing ~~31,~~of ~~2018~~revenue ~~and~~to ~~2017,~~be ~~respectively.~~recognized: ~~For~~(1) identifying the ~~year~~contract with ~~ended~~a ~~December 31~~customer, ~~2018,~~ ~~this~~(2) ~~includes~~identifying ~~proceeds~~the ~~from~~performance ~~sale~~obligations ofin ~~common~~the ~~shares and warrants of $723~~contract,~~780,~~ ~~proceeds~~(3) ~~from~~determining ~~exercise~~the oftransaction ~~warrants~~price, of(4) ~~$1,084,536,~~allocating ~~borrowings~~the ontransaction ~~convertible~~price ~~and~~to ~~non-convertible~~the ~~debt~~performance ofobligations ~~$4,075,960,~~in ~~offset~~the bycontract ~~repayments on convertible~~ and ~~non-convertible~~(5) ~~debt of~~recognizing ~~$2,053,804.~~revenue ~~For~~when the ~~year~~performance ~~ended~~obligation is ~~December~~satisfied. ~~31,~~Substantially ~~2017~~all ~~this~~of ~~includes proceeds from~~ the ~~sale~~Company’s ofrevenue ~~common~~is ~~shares~~recognized ~~and~~at ~~warrants~~the oftime ~~$407,524, borrowings~~control ~~on convertible and non-convertible debt~~ of ~~$5,661,700,~~the ~~partially~~products ~~offset~~transfers ~~by repayments on convertible and non-convertible~~to ~~debt~~the ~~of $894,110~~customer.

~~Going~~The Company ~~Concern~~primarily generates revenue by providing R&D engineering services, primarily through its ARL contract and SBIR government grant. R&D engineering services is a core component of the Company’s operations and business model, since they are a necessary prerequisite to obtaining intellectual property licensing agreements with customers. As such, R&D engineering services are expected to be a sustained revenue stream for the Company as it works with additional customers and the services constitute a portion of the Company’s ongoing central operations. The Company has identified the promise to provide engineering services as its performance obligation, which is satisfied over time. The Company has a right to consideration from its customer an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. As allowed by a practical expedient in Topic 606, the entity recognizes revenue in the amount to which the entity has a right to invoice. The term between invoicing and when payment is due is not significant.

~~The Company has only generated limited~~Due ~~revenues~~ to ~~date.~~the ~~The~~fact ~~Company~~that ~~has~~the aclient ~~working~~only ~~capital~~has ~~deficit~~one oftype ~~$11,991,857 and an accumulated deficit~~ of ~~$234,121,891~~service ~~as of December 31, 2018. The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations~~ and ~~carry~~only ~~out its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as~~ a ~~going~~few ~~concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets~~customers, ordisaggregation ~~the~~is ~~amounts~~deemed ~~of and classification of liabilities that might be necessary in the event the Company cannot continue in existence~~unnecessary.

~~Critical Accounting Policies~~Stock-Based Compensation

~~The discussion and analysis of our financial~~We ~~condition~~account ~~and~~for ~~results of operations is~~ stock-based oncompensation ~~our consolidated financial statements, which have been prepared~~ in accordance with ~~U.S.~~ ~~generally~~FASB ~~accepted~~ASC ~~accounting~~718 ~~principles.~~which ~~The preparation of these financial statements~~ requires uscompanies to ~~make~~measure ~~estimates~~the ~~and judgments~~cost ~~that~~of ~~affect~~employee services ~~our~~received ~~reported~~in ~~assets~~exchange ~~and~~for ~~liabilities,~~an ~~expenses,~~award ~~and~~of ~~other~~an ~~financial~~equity ~~information.~~instrument ~~Actual~~based ~~results~~on ~~may~~the ~~differ significantly~~grant-date ~~from~~fair ~~our~~value ~~estimates~~of ~~under~~the ~~other assumptions and conditions~~award. WeFor ~~believe~~stock-based awards ~~that~~granted ~~our~~on ~~accounting~~or ~~policies~~after ~~related~~January to1, ~~revenue recognition~~2006, stock-based compensation, ~~research~~expense ~~and~~is ~~development,~~recognized ~~impairment~~on ofa ~~long~~straight-~~lived~~line ~~assets,~~basis ~~research~~over ~~and~~the ~~development and~~requisite ~~property~~service ~~plant~~period. ~~and~~In ~~equipment~~prior asyears, ~~described~~we ~~below,~~accounted ~~are~~for ~~our~~stock-based ~~“critical~~awards ~~accounting~~under ~~policies”~~APB asNo. ~~contemplated~~25, by“Accounting ~~the~~for ~~SEC~~Stock Issued to Employees.”

~~Basis~~Research and ~~of Accounting~~Development

~~The~~Research and ~~Company’~~development ~~policy~~costs isare toexpensed ~~maintain its~~in ~~books~~the period they are incurred in accordance with ASC 730, Research and ~~prepare~~Development ~~its~~unless they ~~consolidated~~meet specific criteria related to technical, market and financial ~~statements~~feasibility, onas determined by management, including but not limited to the ~~accrual~~establishment ~~basis~~of a clearly defined future market for the product, and the availability of ~~accounting~~adequate inresources to ~~accordance~~complete ~~with~~the ~~accounting~~project. ~~principles~~If all criteria are met, the costs are deferred and amortized over the expected useful life or written ~~generally~~off ~~accepted~~if ina product is abandoned. At December 31, 2019 and 2018, the ~~United~~Company ~~States~~had ofno ~~America~~deferred development costs.

~~Use~~ Impairment of ~~Estimates~~Long-Lived Assets

The Company ~~preparation~~reviews the carrying value of ~~combined~~its ~~financial~~long-lived ~~statements in~~assets ~~conformity~~annually ~~with~~or ~~accounting~~whenever ~~principles~~events ~~generally~~or ~~accepted~~changes in circumstances indicate that the ~~United~~historical-cost ~~States~~carrying value of ~~America~~an ~~requires~~asset ~~management~~may tono ~~make~~longer ~~estimates and~~be ~~assumptions~~appropriate. ~~that~~The ~~affect~~Company assesses recoverability of the ~~reported~~asset by ~~amounts~~comparing ofthe ~~assets~~undiscounted ~~and~~future ~~liabilities~~net ~~and~~cash flows expected to result from the ~~disclosure~~asset ofto ~~contingent~~its’ ~~assets~~carrying ~~and~~value. ~~liabilities~~If the carrying atvalue exceeds the ~~date~~undiscounted future net cash flows of the ~~combined~~asset, ~~financial~~an ~~statements~~impairment loss is measured and recognized. An impairment loss is measured as the ~~reported~~difference ~~amounts~~between ofthe ~~revenues~~net book value and ~~expenses~~the ~~during~~fair value of the ~~reporting~~long-lived ~~period~~asset. Fair value is estimated ~~Actual~~based ~~results~~upon ~~could~~either ~~differ~~discounted ~~from~~cash ~~those~~flow ~~estimates~~analysis or estimated salvage value.

~~Revenue~~Property and ~~Recognition~~Equipment

~~Adoption~~Property and equipment are stated at cost. Depreciation of ~~ASC~~property ~~Topic~~and ~~606,~~equipment ~~“Revenue~~is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from ~~Contracts~~three ~~with~~to ~~Customers”~~eight years.

~~On January 1, 2018, we adopted Topic 606~~Off ~~using~~Balance ~~the~~Sheet modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.Arrangements:

~~There~~We do ~~was~~not nohave ~~impact~~any ~~to the opening~~ off-balance of ~~accumulated~~sheet ~~deficit~~arrangements, financings, or ~~revenues~~other ~~for~~relationships ~~the~~with ~~year~~unconsolidated ~~ended~~entities ~~December~~or 31other persons, also ~~2018~~known as a“special ~~result~~purpose ofentities” ~~applying Topic 606~~(SPEs).

~~The Company applies a five-step approach~~ITEM in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied7A. ~~Substantially all~~QUANTITATIVE ofAND ~~the~~QUALITATIVE ~~Company’s~~DISCLOSURES ~~revenue~~ABOUT isMARKET ~~recognized at the time control of the products transfers to the customer.~~ RISK

~~The Company primarily generates revenue~~Disclosure byin ~~providing~~response ~~R&D engineering services, primarily through its ARL contract. R&D engineering services is a core component of the Company’s operations and business model, since they are a necessary prerequisite~~ to ~~obtaining~~this ~~intellectual~~item property licensing agreements with customers. As such, R&D engineering services are expected to be a sustained revenue stream for the Company as it works with additional customers and the services constitute a portion of the Company’s ongoing central operations. The Company has identified the promise to provide engineering services as its performance obligation, which is ~~satisfied~~not ~~over~~required ~~time. The Company has a right to consideration from its customer an amount that corresponds directly with the value to the customer~~ of ~~the~~ ~~Company’s performance completed to date. As allowed by~~ a ~~practical~~smaller ~~expedient~~reporting ~~in Topic 606, the entity recognizes revenue in the amount to which the entity has a right to invoice~~company. ~~The term between invoicing and when payment is due is not significant.~~

~~Due to the fact that the client only has~~ITEM ~~one~~8. ~~type~~FINANCIAL ofSTATEMENTS ~~service~~AND ~~and~~SUPPLEMENTARY ~~only a few customers, disaggregation is deemed unnecessary.~~DATA

~~Stock~~The Company’s consolidated financial statements, together with the report of the independent registered public accounting firm thereon and the notes thereto, are presented beginning at page F-~~Based~~1. ~~Compensation~~The Company’s balance sheets as of December 31, 2019 and 2018 and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended have been audited by MaloneBailey, LLP. MaloneBailey, LLP is an independent registered public accounting firm. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to Regulation S-K as promulgated by the Securities and Exchange Commission and are included herein pursuant to Part II, Item 8 of this Form 10-K. The financial statements have been prepared assuming the Company will continue as a going concern.

~~We account for stock-based compensation~~ITEM in accordance with FASB ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award9. ~~For~~CHANGES ~~stock-based~~IN ~~awards~~AND ~~granted~~DISAGREEMENTS onWITH orACCOUNTANTS ~~after~~ON ~~January~~ACCOUNTING ~~1, 2006,~~AND ~~stock-based~~FINANCIAL compensation expense is recognized on a straight-line basis over the requisite service period. In prior years, we accounted for stock-based awards under APB No. 25, “Accounting for Stock Issued to Employees.” We account for non-employee share-based awards in accordance with FASB ASC 505-50.DISCLOSURE

~~Research and Development~~None.

~~Research and development costs are expensed~~ITEM in the period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project9A. IfCONTROLS ~~all~~AND criteria are met, the costs are deferred and amortized over the expected useful life or written off if a product is abandoned. At December 31, 2018 and 2017, the Company had no deferred development costs.PROCEDURES

~~Impairment~~Disclosures Control ofand ~~Long-Lived Assets~~Procedures

~~The~~Pursuant to Rule 13a-15(b) under the Exchange Act, the Company ~~reviews~~carried out an evaluation, with the ~~carrying~~participation ~~value~~ of ~~its~~the ~~long-lived~~Company’s management, ~~assets~~including ~~annually~~the orCompany’s ~~whenever~~Chief ~~events~~Executive orOfficer ~~changes~~and inChief ~~circumstances~~Financial ~~indicate~~Officer, ~~that~~of the ~~historical-cost~~effectiveness ~~carrying~~of ~~value~~the Company’s ofdisclosure ancontrols ~~asset~~and ~~may~~procedures no(as ~~longer~~defined beunder ~~appropriate.~~Rule ~~The~~13a-15(e) ~~Company~~under ~~assesses~~the ~~recoverability~~Exchange Act) as of the ~~asset~~end byof ~~comparing~~ the ~~undiscounted~~period ~~future~~covered ~~net~~by ~~cash~~this ~~flows~~Report. ~~expected~~Based toupon ~~result~~that ~~from~~evaluation, the ~~asset to its~~Company’s ~~carrying~~management ~~value.~~concluded Ifthat the ~~carrying~~Company’s ~~value~~disclosure ~~exceeds~~controls and ~~the~~procedures ~~undiscounted~~were ~~future net~~not ~~cash~~effective ~~flows~~to ofensure ~~the~~that ~~asset,~~information anrequired ~~impairment~~to ~~loss~~be isdisclosed ~~measured~~by ~~and~~the ~~recognized.~~Company Anin ~~impairment~~the ~~loss~~reports isthat ~~measured~~the asCompany files ~~the~~or ~~difference~~submits ~~between~~ under the ~~net~~Exchange ~~book~~Act, ~~value~~is recorded, processed, summarized and reported, within the ~~fair~~time ~~value~~periods ofspecified in the ~~long-lived~~SEC’s ~~asset.~~rules ~~Fair~~and ~~value~~forms, and that such information is ~~estimated~~accumulated ~~based~~and ~~upon~~communicated ~~either~~to ~~discounted~~the ~~cash~~Company’s ~~flow~~management ~~analysis~~to orallow ~~estimated~~timely ~~salvage~~decisions ~~value~~regarding required disclosure.

~~Property~~Internal Control ~~and~~over ~~Equipment~~Financial Reporting

~~Property~~Our management is responsible for establishing and ~~equipment~~maintaining ~~are~~adequate ~~stated~~internal atcontrol ~~cost~~over financial reporting. ~~Depreciation~~ ofInternal ~~property~~control over ~~and~~financial ~~equipment~~reporting is ~~provided~~defined ~~using~~in ~~the~~Rule ~~straight~~13a-~~line~~15(f) ~~method~~or ~~for~~15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial ~~reporting~~officers ~~purposes~~and ateffected ~~rates~~by ~~based~~the Company’s onboard of directors, management and other personnel, to provide reasonable assurance regarding the ~~estimated~~reliability ~~useful~~of ~~lives~~financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the ~~assets.~~United ~~Estimated~~States ~~useful~~of ~~lives~~America ~~range~~and ~~from~~includes ~~three~~those topolicies ~~eight~~and ~~years.~~procedures that:

~~Off~~● ~~Balance~~Pertain ~~Sheet~~to ~~Arrangements:~~the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

We● doProvide ~~not~~reasonable ~~have~~assurance ~~any~~regarding ~~off-balance~~prevention ~~sheet~~or ~~arrangements~~timely detection of unauthorized acquisition, ~~financings,~~ use or ~~other~~disposition ~~relationships~~of ~~with~~the ~~unconsolidated~~Company’s ~~entities~~assets orthat ~~other~~could ~~persons,~~have ~~also~~a ~~known~~material aseffect ~~“special~~on ~~purpose~~the ~~entities” (SPEs)~~financial statements.

~~ITEM~~Because of 7Aits inherent limitations, internal control over financial reporting may not prevent or detect misstatements. ~~QUANTITATIVE~~Projections ~~AND~~of any ~~QUALITATIVE~~evaluation ~~DISCLOSURES~~of ~~ABOUT~~effectiveness ~~MARKET~~to ~~RISK~~future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~Disclosure~~As of December 31, 2019, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in ~~response~~Internal toControl—Integrated Framework (“2013”) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this ~~item~~report, issuch internal controls and procedures were not ~~required~~effective to detect the inappropriate application of aUS ~~smaller~~GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting ~~company~~that adversely affected our internal controls and that may be considered to be material weaknesses.

~~ITEM~~The matters 8.involving ~~FINANCIAL~~internal ~~STATEMENTS~~controls ~~AND~~and ~~SUPPLEMENTARY~~procedures ~~DATA~~that our management considered to be material weaknesses were:

(1) The Company’s ~~consolidated~~board ~~financial statements,~~of ~~together~~directors ~~with~~has ~~the~~no ~~report~~audit ofcommittee, ~~the~~or independent ~~registered~~director ~~public~~with ~~accounting~~financial ~~firm thereon and the notes thereto~~expertise, ~~are~~which ~~presented~~causes ~~beginning~~ineffective atoversight ~~page~~of ~~F-1.~~the ~~The~~ Company’s ~~balance~~external sheets as of December 31, 2018 and 2017 and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended have been audited by MaloneBailey, LLP. MaloneBailey, LLP is an independent registered public accounting firm. These financial ~~statements~~reporting ~~have been prepared in accordance with accounting principles generally accepted in the United States of America~~ and ~~pursuant~~internal tocontrol ~~Regulation~~over ~~S-K as promulgated by the Securities and Exchange Commission and are included herein pursuant to Part II, Item 8 of this Form 10-K. The~~ financial ~~statements have been prepared assuming the Company will continue as a going concern.~~reporting;

~~ITEM~~(2) We 9do not have sufficient segregation of duties within accounting functions, which is a basic internal control. ~~CHANGES~~Due INto ~~AND~~our ~~DISAGREEMENTS~~size and ~~WITH~~nature, ~~ACCOUNTANTS~~segregation ONof ~~ACCOUNTING~~all ~~AND~~conflicting ~~FINANCIAL~~duties ~~DISCLOSURE~~may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness;

~~None.~~36

~~ITEM~~The aforementioned ~~9A.~~material ~~CONTROLS~~weaknesses ~~AND~~were ~~PROCEDURES~~identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of December 31, 2019.

~~Disclosures~~Management’s Remediation ~~Control and Procedures~~Initiatives

~~Pursuant to Rule 13a-15(b) under the Exchange~~In ~~Act, the Company carried out~~ an ~~evaluation,~~effort ~~with~~to ~~the~~remediate ~~participation of~~ the ~~Company’s~~identified ~~management,~~material ~~including~~weaknesses ~~the Company’s Chief Executive Officer~~ and ~~Chief~~other ~~Financial~~deficiencies ~~Officer~~ and ~~the~~enhance ~~Company’s~~our ~~Executive~~internal ~~Vice President, of the effectiveness of the Company’s disclosure~~ controls ~~and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based upon that evaluation~~, ~~the~~we ~~Company’s~~have ~~management concluded that the Company’s disclosure~~initiated, ~~controls~~or ~~and~~plan ~~procedures were not effective~~ to ~~ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act~~initiate, ~~is recorded, processed, summarized and reported, within~~ the ~~time~~following ~~periods~~series ~~specified in~~of ~~the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.~~measures:

36(1) We plan to create a position or positions to segregate duties consistent with control objectives and increased our personnel resources and technical accounting expertise within the accounting function when funds are available to us.

~~Internal~~(2) We ~~Control~~plan ~~over~~to ~~Financial~~appoint ~~Reporting~~one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

~~Our management is responsible for establishing~~Changes ~~and~~in ~~maintaining adequate~~ internal ~~control~~controls over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

●There have ~~Pertain~~been tono ~~the~~other ~~maintenance~~significant ofchanges ~~records that~~ in ~~reasonable~~our ~~detail~~internal ~~accurately~~controls ~~and~~or ~~fairly~~in ~~reflect~~other ~~the~~factors ~~transactions and dispositions of the assets of the Company; ● Provide reasonable assurance~~ that ~~transactions~~could ~~are~~significantly ~~recorded~~affect asthose ~~necessary~~controls subsequent to ~~permit preparation of financial statements in accordance with accounting principles generally accepted in~~ the ~~United~~period ~~States~~covered ofby ~~America~~this ~~and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and~~report.

●Further, subsequent ~~Provide~~to ~~reasonable~~the ~~assurance~~period covered by the report, management plans to implement measures to remediate the material weaknesses in internal controls over financial reporting described above to the extent sufficient capital is available to do so. Specifically, the CEO and CFO are seeking to improve communications regarding ~~prevention~~the orimportance ~~timely~~of ~~detection~~documentation of ~~unauthorized~~their ~~acquisition~~assessments and conclusions of their meetings, ~~use~~as orwell ~~disposition~~as ofsupporting analyses. As the business increases, the Company’s ~~assets~~is ~~that~~seeking ~~could~~to ~~have~~hire aaccounting ~~material~~professionals and ~~effect~~it onwill ~~the~~continue its efforts to create an effective system of disclosure controls and procedures for financial ~~statements~~reporting.

~~Because of its inherent limitations, internal~~The ~~control~~Company ~~over~~is ~~financial reporting may~~ not ~~prevent~~required orby ~~detect~~current ~~misstatements.~~SEC ~~Projections~~rules ~~of any evaluation of effectiveness~~ to ~~future periods are subject to the risk that controls may become inadequate because of changes in conditions~~include, orand ~~that~~does ~~the~~not ~~degree of compliance with the policies or procedures may deteriorate. All internal control systems~~include, noan ~~matter~~auditor’s ~~how~~attestation ~~well designed, have inherent limitations~~report. ~~Therefore,~~ ~~even~~The ~~those systems determined to be effective can provide only reasonable assurance with respect to financial statement~~Company’s ~~preparation~~registered ~~and~~public ~~presentation.~~accounting ~~Because~~firm ofhas ~~the inherent limitations of internal control, there is a risk that material misstatements may~~ not beattested ~~prevented~~to orManagement’s ~~detected~~reports on athe ~~timely~~Company’s ~~basis by~~ internal control over ~~financial reporting. However, these inherent limitations~~ ~~are known features of the~~ financial reporting ~~process~~. ~~Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.~~

~~As of December 31, 2018, management assessed~~ITEM the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework (“2013”) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments9B. ~~Based~~OTHER on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.INFORMATION

~~The matters involving internal controls and procedures that our management considered to be material weaknesses were:~~None.

(1) The Company’s board of directors has no audit committee, or independent director with financial expertise, which causes ineffective oversight of the Company’s external financial reporting and internal control over financial reporting;37

~~(2) We do not have sufficient segregation~~PART of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness;III

~~The aforementioned material weaknesses~~ITEM ~~were~~10. ~~identified~~DIRECTORS, byEXECUTIVE ~~our~~OFFICERS ~~Chief~~AND ~~Executive~~CORPORATE ~~Officer and Chief Financial Officer and Executive Vice President in connection with the review of our financial statements as of December 31, 2018~~GOVERNANCE.

~~Management~~The following table sets forth the name and position of each of our current executive officers and directors. All directors hold office until the next annual meeting of stockholders or until their respective successors are elected, except in the case of death, resignation or removal. In June 2015, Norman Allen was appointed as the Company’s ~~Remediation~~Chief ~~Initiatives~~Technology Officer. Ron DaVella served as the Company’s Chief Financial Officer from May 18, 2017 through March 31, 2019.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

Name	Age	Position

Dean L. Ledger	71	Chief Executive Officer, Director

Norman Allen	68	Chief Technology Officer

Dean L. Ledger, age 71, has served as a Director and senior executive of GPEC since its inception and was instrumental in its founding. Mr. Ledger is GPEC’s Chief Executive Officer and was elected as the Chief Executive Officer of the Company on September 24, 2013. On February 6, 2015, Mr. Ledger replaced Ms. Amy B. Kornafel as our Chief Financial Officer and remained as our Chief Executive Officer. Mr. Ledger has significant experience in capital formation and business building as he played instrumental roles in both Universal Display Corporation (1NASDAQ: OLED) Weand ~~plan~~InterDigital Corporation (NASDAQ: IDCC) from their inception. From 1994 to ~~create~~2012, Mr. Ledger served as Executive Vice President-Corporate Development of Universal Display Corporation. From July 1994 to January 2001, Mr. Ledger served as a ~~position~~member orof ~~positions~~the Board of Directors of Universal Display Corporation. From December 2001 to ~~segregate~~July ~~duties~~2003, ~~consistent~~Mr. Ledger served as a member of the Board of Directors of North American Technologies, Inc. (NASDAQ: NATK). From May 1991 until October 1992, Mr. Ledger was a consultant to the IntelCom Group. Mr. Ledger served as a consultant to InterDigital Communications Corporation from October 1989 to April 1991. Prior to October 1989, Mr. Ledger spent 12 years as a financial consultant with ~~control~~E.F. ~~objectives~~Hutton, Shearson Lehman Brothers and ~~increased~~Paine ~~our~~Webber. ~~personnel~~He ~~resources~~is ~~and~~a ~~technical~~graduate ~~accounting~~of ~~expertise~~Colorado College (B.A., Business Administration, ~~within~~1972). The Board concluded that Mr. Ledger should serve as a Director of the ~~accounting~~Company ~~function~~based ~~when~~on ~~funds~~his ~~are~~extensive ~~available~~experience and knowledge of the history of our Company and of all of its related technologies. Furthermore, he has a proven track record in leveraging information technology to uscapture new commercial opportunities and to increase operational efficiencies in various industries.

37Norman Allen, age 68, has served as NanoFlex’s Chief Technology Officer since June 2015. He is also currently an Operating Partner of Potomac Energy Fund where he advises investors on screening startup investment opportunities and start-up companies on how to bring new energy generating and energy storage products to market. From 2007 to 2010, Mr. Allen was the Founder and Chief Executive Officer of Solidia Technologies. Mr. Allen co-founded Solidia with Dr. Richard Riman of Rutgers University. Solidia was funded by Kleiner Perkins Caufield & Byers and is developing revolutionary ceramics materials that can replace concrete and other ceramics while consuming carbon dioxide as a feedstock. From 2006 to 2007, Mr. Allen was the President of Power Strategies, LLC where he consulted for Kleiner Perkins Caufield & Byers on alternative energy investments with a specific focus on advanced batteries, fuel cells, solar cells and supercapacitors. From 2003 to 2006, Mr. Allen was the founder and Chief Operating Officer of UltraCell Inc. There, Mr. Allen created the business plan, invested, and completed Series A and B financing rounds for the reformed methanol micro fuel cell company. From 1998 to 2000, Mr. Allen was the Founder, President, and Chief Operating Officer of PowerSmart Inc., where Mr. Allen led the effort to acquire Duracell’s smart battery technology and developed industry leading integrated circuits for smart batteries and patented sensors for large battery arrays. From 1995 to 1997, Mr. Allen was the President of the New Products and Technology Division of Duracell Inc. Mr. Allen was on Duracell’s Operating Committee and headed up all research and development, Rechargeable and Global OEM Sales. There, Mr. Allen oversaw 400 people as well as $108,000,000 in sales, and additionally oversaw the research center and two manufacturing plants. From 1984 to 1995, Mr. Allen was the Vice President of New Products and Technology at Duracell Inc., where he had responsibility for sales and Marketing to all original equipment manufacturers in the U.S. and Japan inclusive of all battery and flashlight product lines. From 1977 to 1984, Mr. Allen worked in the GM Activair Division of Gould Inc., and from 1972 to 1975, Mr. Allen was a Product Design Engineer in the Product Development Group at Ford Motor Co. Mr. Allen received his BSE in Science Engineering from the University of Michigan in 1972 and an MBA in Finance and Marketing, with Distinction Beta Gamma Sigma Honorary from the University of Michigan in 1976.

~~(2) We plan to appoint one or more outside~~Board directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.Committees

~~Changes~~We do innot ~~internal~~have ~~controls~~a ~~over~~standing nominating, compensation or audit committee. Rather, our full board of directors performs the functions of these committees. Also, we do not have an “audit committee financial expert” on our board of directors as that ~~reporting~~term is defined by Item 401(d)(5)(ii) of Regulation S-K. We do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees.

~~There have been no other significant changes~~Director ~~in our internal controls or in other factors that could significantly affect those controls subsequent to the period covered by this report.~~Independence

~~Further, subsequent to the period covered~~Our bysecurities ~~the~~are ~~report,~~not ~~management~~listed ~~plans~~on toa ~~implement~~national ~~measures~~securities toexchange ~~remediate~~or ~~the material weaknesses~~ in ~~internal~~an ~~controls~~inter-dealer ~~over~~quotation ~~financial reporting~~system ~~described~~which ~~above~~has torequirements ~~the~~that directors ~~extent~~be ~~sufficient capital is available to do so~~independent. ~~Specifically,~~We ~~the~~believe ~~CEO~~that ~~and~~none ~~CFO are seeking to improve communications regarding the importance~~ of ~~documentation~~our ofdirectors ~~their~~would ~~assessments~~be ~~and~~considered ~~conclusions of their meetings~~independent, as ~~well as~~that ~~supporting~~term ~~analyses. As the business increases, the Company~~ is ~~seeking~~defined toin ~~hire accounting professionals and it will continue~~the ~~its~~listing ~~efforts~~standards ~~to create an effective system~~ of ~~disclosure controls and procedures for financial reporting~~NASDAQ.

The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.38

~~ITEM~~Meetings of ~~9B.~~the ~~OTHER~~Board ~~INFORMATION~~of Directors

~~None~~During the fiscal year ended December 31, 2019 and 2018, the Board of Directors did not meet and instead transacted business by unanimous written consent on a total of 19 and 29 occasions, respectively.

38Board Leadership Structure and Role in Risk Oversight

~~PART~~Our Board ~~III~~recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the Company at any point in time. Currently, Mr. Dean L. Ledger serves as the Chief Executive Officer and a Director of the Board of Directors of the Company. We have no policy requiring the combination or separation of leadership roles and our governing documents do not mandate a particular structure. This has allowed, and will continue to allow, our Board the flexibility to establish the most appropriate structure for our company at any given time.

~~ITEM~~Code of ~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.~~Ethics

~~The~~On January ~~following~~28, ~~table~~2013, ~~sets~~we ~~forth~~adopted ~~the~~a ~~name and~~Code ~~position~~ of ~~each~~Ethics ofand ~~our~~Business ~~current~~Conduct ~~executive~~which ~~officers~~is ~~and~~applicable ~~directors.~~to ~~All~~our ~~directors~~employees ~~hold~~and ~~office~~which ~~until~~also ~~the~~includes a ~~next~~Code ~~annual meeting~~ of ~~stockholders~~ orEthics ~~until~~for ~~their~~our ~~respective~~CEO ~~successors~~and ~~are~~principal ~~elected,~~financial ~~except~~officer inand ~~the~~persons ~~case~~performing ofsimilar ~~death, resignation or removal~~functions. ~~Mark~~A R.copy ~~Tobin served~~of asour ~~the~~Code ~~Company’s~~of ~~Chief~~Business Conduct ~~Financial~~and ~~Officer~~Ethics ~~from~~has ~~September~~been 1,filed ~~2015~~with ~~through~~the ~~May~~Securities ~~15,~~and ~~2017.~~Exchange InCommission ~~June~~as ~~2015,~~an ~~Norman~~exhibit ~~Allen~~to ~~was appointed as~~ the Company’s ~~Chief Technology Officer. Robert J. Fasnacht served as our President and Chief Operating Officer~~Registration ~~from~~Statement ~~September~~on ~~2013~~Form ~~through~~S-1 ~~April~~filed ~~2015~~March ~~and~~15, ~~Executive Vice President from April 2015 through April 2016~~2013. ~~Ron~~A ~~DaVella~~code ~~served~~of asethics ~~the Company’s~~is ~~Chief~~a ~~Financial~~written ~~Officer~~standard ~~from~~designed ~~May~~to ~~18,~~deter ~~2017~~wrongdoing ~~through~~and ~~March~~to ~~31, 2019.~~promote:

Name	Age	Position
Dean L. Ledger	70	Chief Executive Officer, Director
Norman Allen	67	Chief Technology Officer

	●	honest and ethical conduct,

	●	full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,

	●	compliance with applicable laws, rules and regulations,

~~Dean~~● L.the ~~Ledger,~~prompt ~~age~~reporting ~~70, has served as a Director and senior executive~~ of ~~GPEC~~violations ~~since its inception and was instrumental in its founding. Mr. Ledger is GPEC’s Chief Executive Officer and was elected as the Chief Executive Officer~~ of the ~~Company on September 24~~code, ~~2013. On February 6, 2015, Mr. Ledger replaced Ms. Amy B. Kornafel as our Chief Financial Officer~~ and ~~remained~~● asaccountability ~~our~~for ~~Chief~~adherence Executive Officer. Mr. Ledger has significant experience in capital formation and business building as he played instrumental roles in both Universal Display Corporation (NASDAQ: OLED) and InterDigital Corporation (NASDAQ: IDCC) from their inception. From 1994 to ~~2012, Mr. Ledger served as Executive Vice President-Corporate Development of Universal Display Corporation. From July 1994 to January 2001, Mr. Ledger served as a member of~~ the ~~Board of Directors of Universal Display Corporation~~code. From December 2001 to July 2003, Mr. Ledger served as a member of the Board of Directors of North American Technologies, Inc. (NASDAQ: NATK). From May 1991 until October 1992, Mr. Ledger was a consultant to the IntelCom Group. Mr. Ledger served as a consultant to InterDigital Communications Corporation from October 1989 to April 1991. Prior to October 1989, Mr. Ledger spent 12 years as a financial consultant with E.F. Hutton, Shearson Lehman Brothers and Paine Webber. He is a graduate of Colorado College (B.A., Business Administration, 1972). The Board concluded that Mr. Ledger should serve as a Director of the Company based on his extensive experience and knowledge of the history of our Company and of all of its related technologies. Furthermore, he has a proven track record in leveraging information technology to capture new commercial opportunities and to increase operational efficiencies in various industries.

39Section 16(a) Beneficial Ownership Reporting Compliance

~~Norman Allen, age 67, has served as NanoFlex’s~~We ~~Chief~~do ~~Technology~~not ~~Officer~~yet ~~since~~have June 2015. He is also currently an Operating Partner of Potomac Energy Fund where he advises investors on screening startup investment opportunities and start-up companies on how to bring new energy generating and energy storage products to market. From 2007 to 2010, Mr. Allen was the Founder and Chief Executive Officer of Solidia Technologies. Mr. Allen co-founded Solidia with Dr. Richard Riman of Rutgers University. Solidia was funded by Kleiner Perkins Caufield & Byers and is developing revolutionary ceramics materials that can replace concrete and other ceramics while consuming carbon dioxide as a ~~feedstock.~~class ~~From 2006 to 2007, Mr. Allen was the President~~ of ~~Power~~equity ~~Strategies,~~securities ~~LLC~~registered ~~where~~under he consulted for Kleiner Perkins Caufield & Byers on alternative energy investments with a specific focus on advanced batteries, fuel cells, solar cells and supercapacitors. From 2003 to 2006, Mr. Allen was the ~~founder~~Securities ~~and~~Exchange ~~Chief~~Act ~~Operating Officer~~ of ~~UltraCell Inc. There~~1934, Mr. Allen created the business plan, invested, and completed Series A and B financing rounds for the reformed methanol micro fuel cell company. From 1998 to 2000, Mr. Allen was the Founder, President, and Chief Operating Officer of PowerSmart Inc., where Mr. Allen led the effort to acquire Duracell’s smart battery technology and developed industry leading integrated circuits for smart batteries and patented sensors for large battery arrays. From 1995 to 1997, Mr. Allen was the President of the New Products and Technology Division of Duracell Inc. Mr. Allen was on Duracell’s Operating Committee and headed up all research and development, Rechargeable and Global OEM Sales. There, Mr. Allen oversaw 400 people as ~~well as $108,000,000 in sales, and additionally oversaw the research center and two manufacturing plants~~amended. ~~From 1984 to 1995~~Therefore, ~~Mr. Allen was the Vice President of New Products and Technology at Duracell Inc., where he had responsibility~~compliance ~~for~~with ~~sales~~Section and Marketing to all original equipment manufacturers in the U.S. and Japan inclusive of all battery and flashlight product lines. From 1977 to 1984, Mr. Allen worked in the GM Activair Division of Gould Inc., and from 1972 to 1975, Mr. Allen was 16(a) ~~Product Design~~thereof ~~Engineer~~by inour ~~the~~officers ~~Product Development Group at Ford Motor Co. Mr. Allen received his BSE in Science Engineering from the University of Michigan in 1972~~ and andirectors ~~MBA~~is innot ~~Finance and Marketing, with Distinction Beta Gamma Sigma Honorary from the University of Michigan in 1976~~required.

~~Board~~ITEM 11. ~~Committees~~EXECUTIVE COMPENSATION

WeThe following dotable ~~not~~sets ~~have~~forth ainformation ~~standing~~concerning ~~nominating,~~ compensation or ~~audit~~earned ~~committee.~~for ~~Rather,~~services ~~our~~rendered ~~full~~to ~~board~~NanoFlex ofduring ~~directors~~each ~~performs~~of the ~~functions of these committees. Also, we do not have an “audit~~last ~~committee~~two ~~financial~~years ~~expert”~~by on our ~~board~~Chief ofExecutive ~~directors~~Officer asand ~~that~~the ~~term~~other ishighly ~~defined~~compensated byexecutive ~~Item~~officers ~~401(d)(5)(ii)~~other ofthan ~~Regulation S-K. We do not believe it is necessary for our board of directors to appoint such committees because~~ the ~~volume~~Chief ofExecutive ~~matters that come before~~Officer ~~our~~who ~~board~~were ofserving ~~directors~~as ~~for~~executive ~~consideration~~officers ~~permits~~at the ~~directors~~end toof ~~give~~2019 ~~sufficient time~~ and ~~attention to such matters to be involved in all decision making~~2018. ~~Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees.~~

Director Independence

Name and Position(s)	Year		Salary ($)		Stock Awards ($)		Options Awards ($)		All other Compensation ($)		Total Compensation ($)

Dean L. Ledger (1)		2019	$	240,000	$	-	$	-	$	-	$	240,000
Chief Executive Officer, and Director		2018		210,000		180,214		-		-		390,214

Ronald V. DaVella (2)		2019		45,000		-		-		-		45,000
Former Chief Financial Officer and Director		2018		180,000		294,300		-		-		474,300

Norman Allen (3)		2019		-		-		-		174,035		174,035
Chief Technology Officer		2018		-		-		-		174,436		174,436

Our securities are not listed on a national securities exchange or in an inter-dealer quotation system which has requirements that directors be independent. We believe that none of our directors would be considered independent, as that term is defined in the listing standards of NASDAQ.39

~~Meetings~~(1) Mr. Dean L. Ledger was appointed as our Director and Chief Executive Officer on September 24, 2013. Mr. Ledger served as our Chief Financial Officer from February 6, 2015 through. June 1, 2015. In October 2014, the Company and Mr. Ledger agreed to limit Mr. Ledger’s annual salary to $300,000 for the year of 2014. At year-end 2014 Mr. Ledger received $166,667 of his annual salary and deferred the balance of $133,333 until the Board of Directors determines when the Company has sufficient funds to pay such deferred compensation. On February 5, 2015, Mr. Ledger agreed to defer a portion of his annual salary in until such time as the Board of Directors of the Company determined that the Company had sufficient funds to pay such deferred compensation. On May 8, 2015, Mr. Ledger executed an amendment to his employment agreement, in which he agreed to permanently reduce his salary to $210,000 which reduction was effective retroactively to January 1, 2015. All $210,000 was deferred. Further, on November 5, 2015, the Company agreed to issue warrants to Mr. Ledger to purchase 3,000,000 shares of the Company’s Common Stock in exchange for Mr. Ledger previously agreeing to forego a portion of his salary. On November 28, 2018, the exercise price of the warrants was reduced to $0.10 pursuant to the Board of Director’s consent. In January 2016, the deferred balance of $343,342 was paid. No portion of Mr. Ledger’s salary was deferred as of December 31, 2016. As of December 31, 2017, $140,000 of Mr. Ledger’s salary was deferred. As of December 31, 2018, $350,000 of Mr. Ledger’s salary was deferred. As of December 31, 2019, $592,500 of Mr. Ledger’s salary was deferred.

During the fiscal year ended December 31, 2018 and 2017, the Board of Directors did not meet and instead transacted business by unanimous written consent on a total of 29 and 47 occasions, respectively.

(2)

In May 2017, Mr. Ronald V. DaVella was appointed as our Chief Financial Officer and a member of our board of directors. In connection with Mr. DaVella’s appointment, the Company entered into an Employment Agreement with Mr. DaVella pursuant to which we agreed to employ Mr. DaVella as our Chief Financial Officer for a term of four years. Mr. DaVella received warrants to purchase 1,800,000 shares of our common stock at an exercise price of $0.50 per share and an annual salary of $180,000. On November 28, 2018, the exercise price was reduced to $0.10 pursuant to the Board of Director’s consent. Mr. DaVella resigned on March 31, 2019.

(3)

Mr. Norman Allen was appointed as our Chief Technology Officer on June 19, 2015. Prior to June 2015, Mr. Allen provided consulting services to the Company.

~~Board Leadership Structure and Role~~Employment ~~in Risk Oversight~~Agreements

~~Our Board recognizes that the leadership~~Employment ~~structure~~Agreements ~~and~~with ~~combination~~Current or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the Company at any point in time. Currently, Mr. Dean L. Ledger serves as the Chief Executive Officer and a Director of the Board of Directors of the Company. We have no policy requiring the combination or separation of leadership roles and our governing documents do not mandate a particular structure. This has allowed, and will continue to allow, our Board the flexibility to establish the most appropriate structure for our company at any given time. Executives

40On September 24, 2013, the Company and Dean L. Ledger entered into an Employment Agreement, as amended and restated on October 1, 2013, pursuant to which commencing October 1, 2013 Mr. Ledger is being employed as Chief Executive Officer of the Company for a term of five years. The initial five-year term of employment automatically shall be extended for additional one-year periods unless within 60 days prior to the end of the term a party gives written notice to the other of its decision not to renew the term. Under the agreement, Mr. Ledger is entitled to compensation consisting of $400,000 per year for base salary (plus annual cost of living increases of 3% per year), an annual bonus at the discretion of the Board of the Directors and other benefits such as family health and dental insurance coverage and eligibility to participate in profit-sharing, 401K, stock option, bonus and performance award plans that are generally made available to executive officers of the Company. In October 2014, the Company and Mr. Ledger agreed to limit Mr. Ledger’s annual salary to $300,000 for the year of 2014. At year-end 2014, Mr. Ledger received $166,667 of his annual salary and deferred the balance of $133,333 until such time as the Board of Directors of the Company determined that the Company had sufficient funds to pay such deferred compensation. On February 5, 2015, Mr. Ledger agreed to defer a portion of his annual salary in excess of $210,000 until such time as the Board of Directors of the Company determined that the Company had sufficient funds to pay such deferred compensation. On May 8, 2015, Mr. Ledger executed an amendment to his employment agreement in which he agreed to permanently reduce his salary to $210,000 which reduction was effective retroactively to January 1, 2015. Further, on November 5, 2015, the Company agreed to issue warrants to Mr. Ledger to purchase 3,000,000 shares of the Company’s common stock in exchange for Mr. Ledger previously agreeing to forego a portion of his salary. On November 28, 2018, the exercise price of the warrants was reduced to $0.10 pursuant to the Board of Director’s consent. On October 21, 2016, Mr. Ledger executed a second amendment to his employment agreement pursuant to which a clause was added thereto stating that if the Company raises not less than $6,000,000 in funds from sales of its securities subsequent to the amendment, then Mr. Ledger’s base salary would increase from $210,000 to $240,000, and Mr. Ledger’s severance upon the termination of Mr. Ledger in connection with a change of control transaction was reduced to six (6) months.

~~Code of Ethics~~40

On June ~~January~~19, 282015, ~~2013~~the Company appointed Norman Allen of Power Strategies, weLLC, ~~adopted~~as aits ~~Code~~Chief Technology Officer. It was agreed that ofNorman ~~Ethics~~Allen will serve in his capacity as Chief Technology Officer as an independent contractor and ~~Business~~that ~~Conduct~~no ~~which~~employment relationship is ~~applicable~~formed between him and the Company. On November 4, 2015, the Company entered into an amendment to ~~our~~the ~~employees~~Independent ~~and~~Contractor Agreement with Mr. Allen pursuant to which ~~also~~he ~~includes~~is ato ~~Code~~be ofissued ~~Ethics~~warrants ~~for~~to ~~our~~purchase ~~CEO~~2,400,00 ~~and~~shares ~~principal~~of the Company’s common ~~financial~~stock ~~officer~~at $1.00 per share. The warrants have anti-dilution protection and ~~persons~~are ~~performing~~currently ~~similar~~exercisable ~~functions~~at $.10 Aper ~~copy~~share. 1,200,000 of ~~our~~the ~~Code~~warrants ofvested ~~Business~~on ~~Conduct~~November ~~and~~4, ~~Ethics~~2015, ~~has~~an ~~been~~additional ~~filed~~600,000 ~~with~~ warrants vested on the ~~Securities~~first ~~and~~anniversary ~~Exchange~~date ~~Commission~~of asthe amendment, and an ~~exhibit~~additional to600,000 warrants will vest on the ~~Company’s~~second ~~Registration~~anniversary ~~Statement~~date onof ~~Form~~the ~~S-1~~amendment. ~~filed~~On ~~March~~October 1521, 2016, the Company ~~2013~~entered into a second amendment to the Independent Contractor Agreement with Mr. AAllen. ~~code~~The ofsecond ~~ethics~~amendment isadded in a ~~written~~clause stating ~~standard~~that ~~designed~~if the Company raises not less than $6,000,000 in funds from sales of its securities subsequent to ~~deter~~the ~~wrongdoing~~amendment, then ~~and~~the cash compensation under the Independent Contractor Agreement would be amended from a $1,500 daily fee to ~~promote:~~a $15,000 monthly fee.

●Compensation Committee ~~honest and ethical conduct, ● full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, ● compliance with applicable laws, rules and regulations,~~Report

●As set forth above, the ~~prompt~~Company ~~reporting~~does not have a compensation committee. Accordingly, the Company’s entire board of ~~violations~~directors, which consists solely of Dean Ledger, performs the ~~code~~functions of a compensation committee. No officer or employee of the Company participated in deliberations of the board concerning executive compensation. Mr. Ledger has not discussed the compensation paid, awarded to or earned by any named executive officer with management or any other parties and ●makes ~~accountability~~all decisions regarding compensation to executive officers. Further, we do not believe it is necessary for ~~adherence~~our board of directors to appoint a compensation committee at this time because the ~~code~~volume of executive compensation matters that come before our board of directors for consideration permits our directors to give sufficient time and attention to such matters.

~~Section~~Outstanding Equity ~~16(a)~~Awards ~~Beneficial~~at ~~Ownership Reporting~~Fiscal ~~Compliance~~Year-End

WeThe following dotable ~~not~~reflects ~~yet~~the ~~have~~unexercised aoptions, ~~class~~stock ofthat ~~equity~~has ~~securities registered~~not ~~under~~vested ~~the~~and ~~Securities~~equity ~~Exchange~~incentive ~~Act~~plan ofawards ~~1934,~~for aseach ~~amended.~~named ~~Therefore,~~executive officer ~~compliance~~outstanding ~~with~~as ~~Section~~of ~~16(a)~~the ~~thereof~~end byof ~~our~~the ~~officers and~~fiscal ~~directors~~year isended ~~not~~December ~~required.~~31, 2019:

~~ITEM~~Option 11Awards Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Dean L. ~~EXECUTIVE~~Ledger ~~COMPENSATION~~- - - - - - Ronald V. DaVella - - - - - - Norman Allen - - - - - -

~~The following table sets forth information~~Securities ~~concerning~~Authorized ~~compensation earned~~ for ~~services~~Issuance ~~rendered~~Under toEquity ~~NanoFlex~~Compensation during each of the last two years by our Chief Executive Officer and the other highly compensated executive officers other than the Chief Executive Officer who were serving as executive officers at the end of 2018 and 2017.Plan

Name and Position(s)	Year	Salary ($)		Stock Awards ($)		All other Compensation ($)		Total Compensation ($)
Dean L. Ledger (1)	2018	$	210,000	$	180,214			$	390,214
Chief Executive Officer, and Director	2017		210,000		-		12,000		222,000
Ronald V. DaVella (2)	2018		180,000		294,300		-		474,300
Former Chief Financial Officer and Director	2017		112,500		384,615		-		497,115
Mark R. Tobin (3)	2018		-		-		-		-
Former Executive Vice President and Chief Financial Officer	2017		71,250		334,696		-		405,946
Norman Allen (4)	2018		-		-		174,436		174,436
Chief Technology Officer	2017		-		-		163,500		163,500

There were no unexercised options, stock that has not vested or equity incentive plan awards under the Company’s 2013 Equity Incentive Plan for any named executive officer outstanding as of December 31, 2019.

~~(1)~~Equity Compensation ~~Mr.~~Plan Dean L. Ledger was appointed as our Director and Chief Executive Officer on September 24, 2013. On February 6, 2015, Mr. Ledger was appointed as our Chief Financial Officer. Mark Tobin replaced him as Chief Financial Officer on June 1, 2015. In October 2014, the Company and Mr. Ledger agreed to limit Mr. Ledger’s annual salary to $300,000 for the year of 2014. At year-end 2014 Mr. Ledger received $166,667 of his annual salary and deferred the balance of $133,333 until the Board of Directors determines when the Company has sufficient funds to pay such deferred compensation. On February 5, 2015, Mr. Ledger agreed to defer a portion of his annual salary in until such time as the Board of Directors of the Company determined that the Company had sufficient funds to pay such deferred compensation. On May 8, 2015, Mr. Ledger executed an amendment to his employment agreement, in which he agreed to permanently reduce his salary to $210,000 which reduction was effective retroactively to January 1, 2015. All $210,000 was deferred. Further, on November 5, 2015, the Company agreed to issue warrants to Mr. Ledger to purchase 3,000,000 shares of the Company’s Common Stock in exchange for Mr. Ledger previously agreeing to forego a portion of his salary. On November 28, 2018, the exercise price of the warrants was reduced to $0.10 pursuant to the Board of Director’s consent. In January 2016, the deferred balance of $343,342 was paid. No portion of Mr. Ledger’s salary was deferred as of December 31, 2016. As of December 31, 2017, $140,000 of Mr. Ledger’s salary was deferred. As of December 31, 2018, $350,000 of Mr. Ledger’s salary was deferred.Information

41On September 24, 2013 the directors of the Company unanimously approved the 2013 Equity Incentive Plan (the “Plan”) under which the Company has reserved a number of shares of its Common Stock equal to 10% of the Company’s fully diluted Common Stock for awards under the Plan of any stock option, stock appreciation right, restricted stock, performance share, or other stock-based award or performance-based cash awards under the Plan.

(2)	In May 2017, Mr. Ronald V. DaVella was appointed as our Chief Financial Officer and a member of our board of directors. In connection with Mr. DaVella’s appointment, the Company entered into an Employment Agreement with Mr. DaVella pursuant to which we agreed to employ Mr. DaVella as our Chief Financial Officer for a term of four years. Mr. DaVella received warrants to purchase 1,800,000 shares of our common stock at an exercise price of $0.50 per share and an annual salary of $180,000. On November 28, 2018, the exercise price was reduced to $0.10 pursuant to the Board of Director’s consent. Mr. DaVella resigned on March 31, 2019.
(3)	In June 2015, Mr. Mark Tobin was appointed as our Chief Financial Officer. Prior to June 2015, Mr. Tobin provided consulting services to the Company. In September, Mr. Tobin agreed to defer a portion of his annual salary of $190,000 until such a time as the Board of Directors of the Company determined that the Company had sufficient funds to pay such deferred compensation. In January 2016, the deferred balance of $63,333 was paid. No portion of Mr. Tobin’s salary was deferred as of December 31, 2016. Mr. Tobin resigned on May 15, 2017.
(4)	Mr. Norman Allen was appointed as our Chief Technology Officer on June 19, 2015. Prior to June 2015, Mr. Allen provided consulting services to the Company.

~~Employment Agreements~~Director Compensation

~~Employment~~The following ~~Agreements~~table ~~with~~sets ~~Current~~forth the compensation paid to our directors (other than those to the executive officers which have been ~~Executives~~disclosed in earlier this Section) during the years ended December 31, 2019 and 2018.

On September 24, 2013, the Company and Dean L. Ledger entered into an Employment Agreement, as amended and restated on October 1, 2013, pursuant to which commencing October 1, 2013 Mr. Ledger is being employed as Chief Executive Officer of the Company for a term of five years. The initial five-year term of employment automatically shall be extended for additional one-year periods unless within 60 days prior to the end of the term a party gives written notice to the other of its decision not to renew the term. Under the agreement, Mr. Ledger is entitled to compensation consisting of $400,000 per year for base salary (plus annual cost of living increases of 3% per year), an annual bonus at the discretion of the Board of the Directors and other benefits such as family health and dental insurance coverage and eligibility to participate in profit-sharing, 401K, stock option, bonus and performance award plans that are generally made available to executive officers of the Company. In October 2014, the Company and Mr. Ledger agreed to limit Mr. Ledger’s annual salary to $300,000 for the year of 2014. At year-end 2014, Mr. Ledger received $166,667 of his annual salary and deferred the balance of $133,333 until such time as the Board of Directors of the Company determined that the Company had sufficient funds to pay such deferred compensation. On February 5, 2015, Mr. Ledger agreed to defer a portion of his annual salary in excess of $210,000 until such time as the Board of Directors of the Company determined that the Company had sufficient funds to pay such deferred compensation. On May 8, 2015, Mr. Ledger executed an amendment to his employment agreement in which he agreed to permanently reduce his salary to $210,000 which reduction was effective retroactively to January 1, 2015. Further, on November 5, 2015, the Company agreed to issue warrants to Mr. Ledger to purchase 3,000,000 shares of the Company’s common stock in exchange for Mr. Ledger previously agreeing to forego a portion of his salary. On November 28, 2018, the exercise price of the warrants was reduced to $0.10 pursuant to the Board of Director’s consent. On October 21, 2016, Mr. Ledger executed a second amendment to his employment agreement pursuant to which a clause was added thereto stating that if the Company raises not less than $6,000,000 in funds from sales of its securities subsequent to the amendment, then Mr. Ledger’s base salary would increase from $210,000 to $240,000, and Mr. Ledger’s severance upon the termination of Mr. Ledger in connection with a change of control transaction was reduced to six (6) months.

Name and Position	Year		Fees Earned or Paid in Cash ($)		Stock Awards ($)		All other Compensation ($)		Total ($)

Dean L. Ledger (1)	2019	$	-	$	-	$	-	$	-
Director	2018	$	-	$	-	$	-	$	-

Ronald V. DaVella (2)	2019	$	-	$	-	$	-	$	-
Former Director	2018	$	-	$	-	$	-	$	-

(1)	Mr. Ledger is serving as the Company’s director since September 24, 2013.

(2)	Mr. DaVella served as the Company’s director from May 15, 2017 through March 31, 2019.

~~On June 19, 2015, the Company appointed~~ITEM ~~Norman Allen of Power Strategies, LLC, as its Chief Technology Officer~~12. ItSECURITY ~~was~~OWNERSHIP ~~agreed~~OF ~~that~~CERTAIN ~~Norman~~BENEFICIAL ~~Allen~~OWNERS ~~will~~AND ~~serve~~MANAGEMENT inAND ~~his~~RELATED ~~capacity as~~STOCKHOLDER Chief Technology Officer as an independent contractor and that no employment relationship is formed between him and the Company. On November 4, 2015, the Company entered into an amendment to the Independent Contractor Agreement with Mr. Allen pursuant to which he is to be issued warrants to purchase 2,400,00 shares of the Company’s common stock at $1.00 per share. The warrants have anti-dilution protection and are currently exercisable at $.10 per share. 1,200,000 of the warrants vested on November 4, 2015, an additional 600,000 warrants vested on the first anniversary date of the amendment, and an additional 600,000 warrants will vest on the second anniversary date of the amendment. On October 21, 2016, the Company entered into a second amendment to the Independent Contractor Agreement with Mr. Allen. The second amendment added in a clause stating that if the Company raises not less than $6,000,000 in funds from sales of its securities subsequent to the amendment, then the cash compensation under the Independent Contractor Agreement would be amended from a $1,500 daily fee to a $15,000 monthly fee.MATTERS

~~Compensation~~The following ~~Committee~~table ~~Report~~provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of the date of this report, and by the officers and directors, individually and as a group immediately. Except as otherwise indicated, all shares are owned directly, and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

As set forth above, the Company does not have a compensation committee. Accordingly, the Company’s entire board of directors, which consists solely of Dean Ledger, performs the functions of a compensation committee. No officer or employee of the Company participated in deliberations of the board concerning executive compensation. Mr. Ledger has not discussed the compensation paid, awarded to or earned by any named executive officer with management or any other parties and makes all decisions regarding compensation to executive officers. Further, we do not believe it is necessary for our board of directors to appoint a compensation committee at this time because the volume of executive compensation matters that come before our board of directors for consideration permits our directors to give sufficient time and attention to such matters.

Name and Address* of Officers and Directors	Office	Shares Benficially Owned ₍₁₎			Percent of Class₍₂₎

Dean L. Ledger	Chief Executive Officer, Director		6,109,667	(3)		2.51	%

Norman Allen	Chief Technology Officer		2,400,000	(4)		0.99	%

All officers and directors as a group			8,509,667			3.46	%

5% Securities Holders
Ronald B. Foster			75,044,455	(5)		29.73	%

~~Outstanding~~(1) ~~Equity~~Beneficial ~~Awards~~ownership atis ~~Fiscal Year~~determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Pursuant to Rules 13d-~~End~~3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants.

~~The~~(2) ~~following~~Based ~~table~~on ~~reflects the unexercised options~~240,250,022 ~~stock~~shares ~~that~~of ~~has~~the ~~not~~Company’s ~~vested~~common ~~and~~stock ~~equity incentive plan awards for each named executive officer~~ outstanding as of the ~~end~~ date of ~~the~~this ~~fiscal year ended December 31, 2018:~~filing.

~~Option Awards Name Grant Date Number of Securities Underlying Unexercised Options~~ (#3) ~~Exercisable~~Includes ~~Number~~3,000,000 shares of ~~Securities~~the ~~Underlying~~Company’s ~~Unexercised~~common ~~Options~~stock ~~(#)~~that ~~Unexercisable~~may ~~Equity~~be ~~Incentive~~issued ~~Plan~~upon ~~Awards:~~exercise ~~Number~~ of ~~Securities~~immediately ~~Underlying~~exercisable ~~Unexercised~~warrants. ~~Unearned~~This ~~Options~~also ~~(#)~~includes: ~~Option Exercise Price~~ ($i) ~~Option~~3,109,667 ~~Expiration~~shares ~~Date~~issued to Dean L. Ledger -Revocable -Living -Trust -dated -12/13/2006 -Dean ~~Ronald~~Ledger, VTrustee. ~~DaVella - - - - - - Norman Allen - - - - - -~~

~~Securities~~(4) ~~Authorized~~Includes ~~for~~2,400,000 ~~Issuance~~shares ~~Under~~of ~~Equity~~the ~~Compensation Plan~~Company’s common stock that may be issued upon exercise of immediately exercisable warrants and which are held in the name of Power Strategies, LLC.

~~There~~(5) ~~were~~Includes ~~no unexercised options~~12,170,000 ~~stock that~~shares ~~has~~of ~~not vested or equity incentive plan awards under~~ the Company’s ~~2013~~common ~~Equity~~stock ~~Incentive~~that ~~Plan~~may ~~for~~be ~~any~~issued ~~named~~upon ~~executive officer~~exercise ~~outstanding as~~ of ~~December~~immediately ~~31,~~exercisable ~~2018~~warrants.

43* Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws.

~~Equity Compensation Plan Information~~42

~~On September 24, 2013 the directors of~~ITEM ~~the~~13. ~~Company~~CERTAIN ~~unanimously~~RELATIONSHIPS ~~approved~~AND ~~the~~RELATED 2013 Equity Incentive Plan (the “Plan”) under which the Company has reserved a number of shares of its Common Stock equal to 10% of the Company’s fully diluted Common Stock for awards under the Plan of any stock optionTRANSACTIONS, ~~stock~~DIRECTOR ~~appreciation right, restricted stock, performance share, or other stock-based award or performance-based cash awards under the Plan.~~INDEPENDENCE

~~Director~~Our policy ~~Compensation~~is that a contract or transaction either between the Company and a director, or between a director and another company in which he is financially interested is not necessarily void or voidable if the relationship or interest is disclosed or known to the Board of Directors and the stockholders are entitled to vote on the issue, or if it is fair and reasonable to our company.

In March 2018, the Company borrowed $300,000 pursuant to a verbal agreement with Mr. Ronald Foster, a major shareholder. The ~~following~~note accrues ~~table~~interest ~~sets~~at ~~forth~~8% per year payable in stock the ~~compensation~~first two years and in cash or stock thereafter, at the shareholders choice, ~~paid~~and tohas ~~our~~a ~~directors~~5-year ~~(other~~term. ~~than~~Further, ~~those~~the major shareholder was issued 140,000 shares of common stock and a warrant to purchase 500,000 shares of the ~~executive~~Company’s ~~officers~~common ~~which~~stock ~~have~~with ~~been~~a ~~disclosed~~7-year interm ~~earlier~~and ~~this~~an ~~Section)~~exercise ~~during~~price ~~the~~of $0.60 per share. This note was convertible ~~years~~at ~~ended~~$0.60 ~~December~~per ~~31,~~share ~~2018~~into common stock. The relative fair value of the warrants and ~~2017~~the shares issued with debt was recognized as a debt discount and will be amortized over the term of the note.

Name and Position	Year	Fees Earned or Paid in Cash ($)		Stock Awards ($)		All other Compensation ($)		Total ($)
Dean L. Ledger (1)	2018	$	-	$	-	$	-	$	-
Director	2017	$	-	$	-	$	-	$	-
Ronald V. DaVella (2)	2018	$	-	$	-	$	-	$	-
Former Director	2017	$	-	$	-	$	-	$	-

On June 1, 2018, this agreement was modified and resulted in extinguishing the debt, returning the original shares and warrants issued with the note, and issuing three million shares of the Company’s common stock in exchange for the original cash proceeds of $300,000. This transaction resulted in a loss on extinguishment of debt of $459,050. See the common stock and warrants section in Note 8 for more details.

(1)	Mr. Ledger is serving as the Company’s director since September 24, 2013.
(2)	Mr. DaVella served as the Company’s director from May 15, 2017 through March 31, 2019.

On December 18, 2018, a previous convertible note with Mr. Ronald Foster, a major shareholder was combined with $650,000 of new principal and modified into a $3,972,760 note and share purchase agreement pursuant to which the major shareholder purchased a convertible note along with additional shares of the Company’s common stock. The note expires on the 90-day anniversary of the issuance date and accrues interest at a rate of 10% per annum. On the maturity date, whether or not the note is converted, the major shareholder shall receive shares of the Company’s common stock with a value worth 50% of the note’s principal amount. In addition, the major shareholder shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date. The Company may not prepay the note prior to the maturity date. The number of shares was determined to be 14,391,972 based on a 20-day lookback from the inception date subject to a minimum of $.10 per share. A debt discount and a share issuance liability of $1,989,360 was recorded on the inception date. The debt discount will be amortized straight line over the 90-day period. Total amortization of for the period from inception through December 31, 2018 was $286,922. As of December 31, 2018, the number of shares was determined to be 19,863,800 based on a 20-day lookback. During the first quarter of 2019, the note matured and 19,863,800 common shares were issued. The note and $99,319 was converted into 4,073 shares of preferred stock. The Company entered into a similar share and purchase agreement with the major shareholder for a total of $350,000 during March 2019. These notes matured and 1,750,000 shares of common stock were issued. The $100,000 note and $2,500 were converted into 103 shares of preferred stock. The other $250,000 note and $6,250 of interest were rolled into another 90-day note. The Company entered into a similar share and purchase agreement for a total of $375,000 during May and June of 2019. The Company entered into four similar note agreements between July and Sept 2019 totaling $755,031 and issued 3,156,220 common shares were issued. The Company entered into four more similar note agreements between October and December 2019 totaling $773,906 and issued 3,775,156 common shares. Approximately $8,530 of accrued interest is owed to the major shareholder at December 31, 2019.

44In May 2019, Mr. Dean Ledger, the CEO entered into a $224,000 note agreement that expires on the 90-day anniversary of the issuance date and accrues interest at a rate of 10% per annum. On the maturity date, whether or not the note is converted, he shall receive a number of additional shares of the Company’s common stock as determined by a formula described in the note. In addition, he shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date. In August 2019, the Company issued 1,120,000 shares of common stock upon maturity the note and rolled the principal and interest into a new note totaling $229,600. In November 2019, the Company issued 1,148,000 shares of common stock upon maturity of the note and rolled the principal and interest into a new note totaling $235,340. Accrued interest was $3,854 at December 31, 2019.

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~43

~~The~~In the ~~following~~second ~~table~~quarter ~~provides~~of 2019, the ~~names~~Company entered into two-note agreements with Mr. Doug Ledger, the CEO’s son, totaling $280,000 ~~and~~that ~~addresses~~expire on the 90-day anniversary of ~~each~~the ~~person~~issuance ~~known~~date toand usaccrue tointerest ~~own~~at ~~more~~a ~~than~~rate 5of 10% ofper ~~our~~annum. ~~outstanding~~On the maturity dates, whether or not the notes are converted, Mr. Ledger shall receive a number of additional shares of the Company’s common stock as ofdetermined by a formula described in the ~~date~~note. ofIn ~~this report~~addition, the related party shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the ~~officers~~Company on or after the maturity date. In July and ~~directors~~August of 2019, ~~individually~~the Company entered into two similar note agreements totaling $266,500 and asissued a1,195,000 shares ~~group~~of ~~immediately~~common stock upon maturity of previous notes. ~~Except~~In asOctober ~~otherwise~~and ~~indicated~~November of 2019, ~~all~~the ~~shares~~Company entered into two similar ~~are~~note ~~owned~~agreements ~~directly~~totaling $273,163 and ~~the~~issued ~~shareholders~~1,332,500 ~~listed~~shares ~~possesses~~of ~~sole~~common ~~voting~~stock ~~and~~upon ~~investment~~maturity ~~power~~of ~~with~~previous ~~respect~~notes. toAccrued ~~the~~interest was ~~shares~~$5,853 ~~shown~~at December 31, 2019.

Name and Address* of Officers and Directors	Office	Shares Benficially Owned (1)			Percent of Class(2)
Dean L. Ledger	Chief Executive Officer, Director		6,475,001	(3)		4.01	%
Norman Allen	Chief Technology Officer		2,400,000	(4)		1.49	%
All officers and directors as a group			8,875,001			5.42	%
5% Securities Holders
Ronald B. Foster			66,363,050	(5)		38.92	%

In the second quarter of 2019, the Company entered into a $75,000 note agreement with Ms. Nina Ledger, the CEO’s daughter that expires on the 90-day anniversary of the issuance date and accrues interest at a rate of 10% per annum. On the maturity date, whether or not the note is converted, the Ms. Ledger shall receive a number of additional shares of the Company’s common stock as determined by a formula described in the note. In addition, the related party shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date. During the third quarter of 2019, the Company issued 375,000 shares of common stock upon maturity of this note. The principal and interest were rolled into a new note totaling $76,875. During the fourth quarter of 2019, the Company issued 384,375 shares of common stock upon maturity of this note. The principal and interest were rolled into a new note totaling $78,797. Accrued interest was $1,921 at December 31, 2019.

~~(1)~~During the ~~Beneficial~~year ~~ownership~~ended isDecember ~~determined~~31, in2019, ~~accordance with~~ the ~~rules~~Company ofreceived ~~the~~advances ~~Securities~~from ~~and~~Mr. ~~Exchange~~Dean ~~Commission~~Ledger, ~~and~~Chief ~~generally~~Executive ~~includes~~Officer ~~voting~~totaling or$145,000 and ~~investment~~repaid ~~power~~advances ~~with~~totaling ~~respect~~$99,345 towhich ~~securities.~~includes ~~Pursuant~~$5,945 toof ~~Rules 13d~~non-3cash ~~and~~repayment ~~13d-5~~through the use of the ~~Exchange~~Company’s ~~Act,~~credit card. ~~beneficial~~During ~~ownership~~the ~~includes~~year ~~any~~ended ~~shares~~December as31, to2018, ~~which~~the aCompany ~~shareholder~~received ~~has~~advances ~~sole~~from orMr. ~~shared~~Dean ~~voting~~Ledger, ~~power~~Chief orExecutive ~~investment~~Officer ~~power~~totaling $8,000 and ~~also~~repaid ~~any~~advances ~~shares~~totaling ~~which~~$244,215. ~~the~~Advances ~~shareholder~~payable has ~~the~~a ~~right~~balance toof ~~acquire~~$134,220 ~~within~~and 60$107,465 ~~days~~at December 31, ~~including~~2019 ~~upon~~and 2018, ~~exercise~~respectively. ofSuch ~~common~~advances ~~shares~~accrue ~~purchase~~interest ~~options~~at or6% ~~warrants~~per year and are payable upon demand.

Except the above transactions, during the fiscal years 2019 and 2018, neither GPEC nor the Company was a party to any transaction (2where the amount involved exceeded the lesser of $120,000 or 1% of the average of our assets for the last two fiscal years) ~~Based~~in onwhich a ~~158~~director,~~356~~ executive officer,~~982~~ ~~shares~~holder of ~~the~~more ~~Company’s~~than five percent of our common stock, ~~outstanding~~or asany member of the ~~date~~immediate family of any ~~this~~such ~~filing~~person have or will have a direct or indirect material interest and no such transactions are currently proposed.

~~(3)~~The Company’s ~~Includes~~Board ~~3,000,000~~conducts ~~shares~~an appropriate review of ~~the~~and ~~Company’s~~oversees ~~common~~all ~~stock~~related ~~that~~party ~~may~~transactions beon ~~issued~~a ~~upon~~continuing ~~exercise~~basis and reviews potential conflict of ~~immediately~~interest ~~exercisable~~situations ~~warrants~~where appropriate. ~~This~~The ~~also~~Board ~~includes:~~has ~~(i)~~not 2adopted formal standards to apply when it reviews,~~061~~ approves or ratifies any related party transaction. However,~~667~~ ~~shares~~the ~~issued~~Board believes that the related party transactions are fair and reasonable to ~~Dean~~the ~~Ledger~~Company ~~Revocable~~and ~~Living~~on ~~Trust~~terms ~~dated~~comparable 12to those reasonably expected to be agreed to with independent third parties for the same goods and/~~13/2006~~or ~~Dean~~services ~~Ledger,~~at ~~Trustee~~the time they are authorized by the Board.

~~(4)~~ITEM 14. ~~Includes~~PRINCIPAL ~~2,400,000~~ACCOUNTING ~~shares~~FEES ofAND ~~the Company’s common stock that may be issued upon exercise of immediately exercisable warrants and which are held in the name of Power Strategies, LLC.~~SERVICES

~~(5) Includes 12,170,000 shares of the Company’s common stock that may be issued upon exercise of immediately exercisable warrants.~~Audit Fees

* Except as otherwise indicated,The ~~the~~following ~~persons~~table ~~named~~sets inforth ~~this~~the ~~table~~aggregate ~~have~~fees ~~sole~~billed ~~voting~~or ~~and~~to ~~investment~~be ~~power~~billed ~~with respect~~ to ~~all~~the ~~shares~~Company ofby ~~Common~~its ~~Stock~~independent ~~shown~~registered aspublic ~~beneficially~~accounting ~~owned~~firm, byMalone ~~them~~Bailey, ~~subject~~LLP tofor ~~community~~the ~~property~~fiscal ~~laws~~years indicated.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE~~44

Our policy is that a contract or transaction either between the Company and a director, or between a director and another company in which he is financially interested is not necessarily void or voidable if the relationship or interest is disclosed or known to the Board of Directors and the stockholders are entitled to vote on the issue, or if it is fair and reasonable to our company.

ACCOUNTING FEES AND SERVICES	2019		2018

Audit fees	$	62,590	$	103,360
Tax fees
Total	$	62,590	$	103,360

~~During the year ended December 31, 2018,~~The ~~the~~category ~~Company~~of ~~received~~“Audit ~~advances~~fees” ~~from~~includes ~~its~~fees ~~Chief~~for ~~Executive~~our ~~Officer~~annual ~~totaling $8~~audit,~~000~~ ~~and~~quarterly ~~repaid~~reviews ~~advances~~and ~~totaling~~services ~~$244,215.~~rendered ~~During~~in ~~the~~connection ~~year~~with ~~ended~~regulatory ~~December~~filings ~~31,~~with ~~2017,~~ the ~~Company received advances from its Chief Executive Officer totaling $138~~SEC,~~500~~ ~~and~~such ~~repaid~~as ~~advances totaling~~the ~~$304,820.~~issuance ~~Advances payable has a balance~~ of ~~$107,465~~comfort ~~and~~letters ~~$343,680 at December 31, 2018~~ and ~~2017, respectively~~consents. ~~Such advances accrue interest at 6% per year and are payable upon demand.~~

45The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

OnAll above ~~January~~audit ~~27,~~services ~~2017,~~and ~~the~~audit-related ~~Company~~services ~~borrowed $380,000~~were ~~under a short~~pre-~~term~~approved ~~note~~by ~~agreement with a major shareholder. Under~~ the ~~terms~~Board of ~~this agreement~~Directors, ~~the~~which ~~note~~concluded isthat tothe ~~be repaid~~provision ~~within four months~~ of ~~funding~~such ~~along~~services ~~with~~by ~~$19~~Malone Bailey,~~000~~ ~~paid~~LLP atwas ~~the~~compatible ~~maturity~~with of the ~~note~~maintenance ~~in lieu~~ of ~~interest. On July 17, 2017,~~ the ~~Company~~firm’s ~~entered~~independence ~~into~~in ~~a letter agreement to extend~~ the ~~maturity~~conduct ~~date to September 27, 2017 and increase the note amount to~~of ~~include~~its ~~accrued interest~~audits. ~~The foregoing note has been consolidated into the Conversion Note, as such term is defined below.~~

On March 6, 2017, the Company borrowed $120,000 under a short-term note agreement with a major shareholder. Under the terms of this agreement, the note is to be repaid within four months of funding along with $6,000 paid at the maturity of the note in lieu of interest. On July 17, 2017, the Company entered into a letter agreement to extend the maturity date to November 7, 2017 and increase the note amount to include accrued interest. The foregoing note has been consolidated into the Conversion Note, as such term is defined below.45

~~On April 4, 2017, the Company borrowed~~PART $100,000 under a short-term note agreement with a major shareholder. Under the terms of this agreement, the note is going to be repaid within four months of funding along with $5,000 paid at the maturity of the note in lieu of interest. On July 17, 2017, the Company entered into a letter agreement to extend the maturity date to December 4, 2017 and increase the note amount to include accrued interest. The foregoing note has been consolidated into the Conversion Note, as such term is defined below.IV

~~On May 18, 2017, the Company entered into~~ITEM ~~an employment agreement with Ron DaVella in his capacity as the Company’s Chief Financial Officer~~15. ~~Pursuant~~EXHIBITS toAND ~~the~~FINANCIAL ~~employment agreement,~~STATEMENT on May 18, 2017 the Company issued Mr. DaVella warrants to purchase 1,800,000 shares of the Company’s common stock at $0.50 per share. On November 28, 2018, the exercise price was reduced to $0.10 pursuant to the Board of Director’s consent.SCHEDULES

~~On July 17, 2017, the Company entered into~~ (a) ~~letter~~Financial agreement with a major shareholder pursuant to which the Company agreed that the shareholder’s non-convertible notes totaling $1,100,000 in the aggregate shall each have their maturity date extended and each note amount has been increased to include accrued interest on the notes. Pursuant to this agreement, the Company agreed to issue the investor a warrant to purchase 1,000,000 shares of the Company’s Common Stock with a 10-year term and an exercise price of $.50. The Company recorded an additional amount of $122,884 to principal which increased the aggregate balance of the notes to $1,222,884 under the letter agreement. The new maturity dates of the notes range from August 27, 2017 to December 4, 2017 with an interest rate of 5%. The relative fair value of the 1,000,000 warrants was $495,044 which was recorded as a loss on extinguishment of debt since the change in value was greater than 10%. The foregoing note has been consolidated into the Conversion Note, as such term is defined below.Statements

On August 10, 2017, the Company entered into a Loan Agreement with a major shareholder pursuant to which, the shareholder invested $200,000 in a non-convertible 30-day unsecured promissory note issued on August 10, 2017. The ~~interest under the note is a cash payment~~ offollowing ~~$30,000~~are ~~due~~filed ~~at maturity. The foregoing note has been consolidated into the Conversion Note,~~ as ~~such~~part ~~term~~of isthis ~~defined below.~~report:

OnFinancial October 11, 2017, the Company entered into a Note Conversion Agreement and on October 18, 2017, the Company entered into an amendment thereto (referred herein to together as the “Note Conversion Agreement”) with a major shareholder pursuant to which the Company and the major shareholder agreed to convert six promissory notes issued to the major shareholder upon their specific expiration dates, together with an additional investment amount of $1,000,000, which was received by the Company on October 18, 2017, into a convertible promissory note (the “Conversion Note”). The original principal amount under the Conversion Note was the total of four promissory notes that had passed their maturity date as of the date of the entry into the Note Conversion Agreement, which equaled $1,221,844 An additional $1,000,000 was added to the principal amount of the Conversion Note on October 18, 2017, upon its receipt by the Company. Further, upon the end of the term of another of the six notes on November 7, 2017, the amount due on that note which equals $126,000 shall be added to the total amount due under the Conversion Note. Further, upon the end of the term of the last of the six notes on December 4, 2017, the amount due on that note which equals $105,000 shall be added to the total amount due under the Conversion Note. The Conversion Note has a term of one year and accrues interest at 10% for every four months that it is issued and can be converted at the option of the major shareholder into an investment in the Company’s offering of its convertible promissory notes and warrants (the “Note Offering”), at a 15% discount. Further pursuant to the Note Conversion Agreement, on October 18, 2017, the major shareholder was issued a warrant to purchase 1,000,000 shares of the Company’s Common Stock with a ten-year term and an exercise price of $.50.Statements

46The financial statements of NanoFlex Power Corporation and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report.

On(b) December 18, 2018, this note along with $650,000 of new principal was combined and modified into a $3,972,760 note and share purchase agreement pursuant to which the major shareholder purchased a convertible note along with additional shares of the Company’s common stock. The note expires on the 90-day anniversary of the issuance date and accrues interest at a rate of 10% per annum. On the maturity date, whether or not the note is converted, the major shareholder shall receive shares of the Company’s common stock with a value worth 50% of the note’s principal amount. In addition, the major shareholder shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date. The Company may not prepay the note prior to the maturity date. The number of shares was determined to be 14,391,972 based on a 20-day lookback from the inception date subject to a minimum of $.10 per share. A debt discount and a share issuance liability of $1,989,360 was recorded on the inception date. The debt discount will be amortized straight line over the 90-day period. Total amortization of for the period from inception through December 31, 2018 was $286,922. As of December 31, 2018, the number of shares was determined to be 19,863,800 based on a 20-day lookback.Exhibits

~~In March 2018, the Company borrowed $300,000 pursuant to a verbal agreement with a major shareholder.~~ The ~~note accrues interest at 8% per year payable in stock the first two~~ ~~years~~following ~~and~~exhibits inare ~~cash~~filed or ~~stock~~“furnished” thereafter, at the shareholders choice, and has a 5-year term. Further, the major shareholder was issued 140,000 shares of common stock and a warrant to purchase 500,000 shares of the Company’s common stock with a 7-year term and an exercise price of $0.60 per share. This note was convertible at $0.60 per share into common stock. The relative fair value of the warrants and the shares issued with debt was recognized as a debt discount and will be amortized over the term of the note.herewith:

Exhibit No.	Description	Incorporation by Reference
		Form	Exhibit	Filing Date

3.1	Articles of Incorporation	S-1	3.1	03/15/2013

3.2	Bylaws	S-1	3.2	03/15/2013

3.3	Articles of Amendment to Articles of Incorporation	8-K	3.1	12/02/2013

3.4	Certificate of Designation of Series A Redeemable Participating Convertible Preferred Stock of Nano Flex Power Corporation.	8-K	4.3	03/01/2019

4.1	Specimen Certificate of Common Stock	S-1	4.1	2/11/2014

Except the above transactions, during the fiscal years 2018 and 2017, neither GPEC nor the Company was a party to any transaction (where the amount involved exceeded the lesser of $120,000 or 1% of the average of our assets for the last two fiscal years) in which a director, executive officer, holder of more than five percent of our common stock, or any member of the immediate family of any such person have or will have a direct or indirect material interest and no such transactions are currently proposed.

10.2	2013 Company Equity Incentive Plan	8-K	10.2	09/30/2013

10.4	Employment Agreement between the Company and Dean L. Ledger, as amended, dated October 22, 2013	8-K	10.4	11/25/2013

The Company’s Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate. The Board has not adopted formal standards to apply when it reviews, approves or ratifies any related party transaction. However, the Board believes that the related party transactions are fair and reasonable to the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board.46

10.6	Research Agreement, dated May 1, 1998, between GPEC and University of Southern California	8-K	10.6	11/25/2013

10.7	The University of Southern California Research Agreement, dated January 1, 2006	8-K	10.7	11/25/2013

10.8	Letter Agreement, dated April 16, 2009, between GPEC and USC	8-K	10.8	11/25/2013

10.9	The University of Southern California, Princeton University, Global Photonic Energy Corporation Amended License Agreement, dated May 14, 1998	8-K	10.9	11/25/2013

10.10	Amendment No. 1 to the Amended License Agreement by and among Princeton University, The University of Southern California, the Regents of the University of Michigan and GPEC, dated May 15, 2006	8-K	10.10	11/25/2013

10.11	The University of Southern California Research Agreement, dated December 20, 2013	8-K	10.1	01/16/2014

10.12	Third Amendment to the Amended License Agreement, dated December 20, 2013	8-K	10.2	01/16/2014

10.15	Amendment to Consulting Agreement, dated as of November 4, 2015, between J. Norman Allen and the Company	10-Q	10.2	11/13/2015

10.18	Amendment to Employment Agreement with Dean L. Ledger dated May 8, 2015	10-K	10.18	03/18/2016

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

10.19		Second Amendment to Employment Agreement with Dean L. Ledger dated October 21, 2016		8-K		10.1		10/26/2016

Filing Compare · NanoFlex Power Corp