UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~June 30, ~~2023~~2024

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

Commission File Number 033-19411-C

OCEAN THERMAL ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

20-5081381

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

3675 Market Street, Suite 200, Philadelphia, PA 19104

(Address of principal executive offices, including zip code)

(717) 299-1344

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~November~~October 102, ~~2023~~2025, issuer had ~~184~~190,~~370~~012,~~469~~124 outstanding shares of common stock, par value $0.001.

TABLE OF CONTENTS

	Description	Page
PART I-FINANCIAL INFORMATION
Item 1	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficiency	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit	5
	Condensed Consolidated Statements of Cash Flows	76
	Notes to the Condensed Consolidated Financial Statements	87
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1511
Item 3	Quantitative and Qualitative Disclosures about Market Risk	1712
Item 4	Controls and Procedures	1713
PART II-OTHER INFORMATION
Item 2	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	18
Item 1	Legal Proceedings	14
Item 3	Defaults upon Senior Securities	18
Item 1A	Risk Factors	14
Item 6	Exhibits	20
Item 2	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	14
	Signature	21
Item 3	Defaults upon Senior Securities	14
Item 6	Exhibits	17
	Signature	18

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OCEAN THERMAL ENERGY CORPORATION AND ~~SUBSIDIARIES~~SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,2023			December 31,2022
ASSETS
Current Assets
Cash	$	65,187		$	1,404
Prepaid expenses		5,000			5,000
Total Current Assets		70,187			6,404
Total Assets	$	70,187		$	6,404
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts payable and accrued expense	$	21,719,371		$	20,517,881
Notes payable - related party		2,294,170			2,329,473
Convertible notes payable - related party, net		117,261			114,721
Notes payable		3,650,731			3,655,932
Convertible note payable, net		2,570,412			2,531,401
Advances payable – related party, net		61,738			57,760
Derivative liability		343,137,562			6,998,262
Total Current Liabilities		373,551,245			36,205,430
Total Liabilities		373,551,245			36,205,430
Commitments and contingencies (See Note 8)		-			-
Stockholders’ deficiency
Preferred Stock, Series B, $0.001par value; 1,250,000 shares authorized, 518,750 and 518,750 shares issued and outstanding, respectively		519			519
Preferred Stock, Series C, $0.001 par value; 2,700,000 shares authorized, 2,300,000 and 2,300,000 shares issued and outstanding, respectively		2,300			2,300
Preferred Stock, Series D, $0.001 par value; 1,400 shares authorized, 1,115 and 278 shares issued and outstanding, respectively		1			-
Common stock, $0.001 par value; 200,000,000 shares authorized, 184,370,469 and 184,370,469 shares issued and outstanding, respectively		184,371			184,371
Additional paid-in capital		61,784,401			60,110,402
Accumulated deficit		(435,452,650	)		(96,496,618	)
Total Stockholders’ Deficiency		(373,481,058	)		(36,199,026	)
Total Liabilities and Stockholders’ Deficiency	$	70,187		$	6,404

(Unaudited)

	June 30, 2024			December 31, 2023

ASSETS
Current Assets
Cash	$	115,771		$	115,149
Prepaid expenses		5,000			5,000
Total Current Assets		120,771			120,149

Total Assets	$	120,771		$	120,149

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts payable and accrued expense	$	24,664,050		$	22,954,452
Notes payable - related party		2,304,170			2,304,170
Convertible notes payable - related party, net		117,500			117,500
Notes payable		3,638,131			3,639,431
Convertible note payable, net		2,539,665			2,570,412
Advances payable - related party, net		60,928			61,468
Derivative liability		15,408,061			12,404,707
Total Current Liabilities		48,732,505			44,052,140

Total Liabilities		48,732,505			44,052,140

Commitments and contingencies (See Note 7)		-			-

Stockholders' deficiency
Preferred Stock, Series B, $0.001 par value; 1,250,000 shares authorized, 518,750 and 518,750 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		519			519
Preferred Stock, Series C, $0.001 par value; 2,700,000 shares authorized, 2,301,360 and 2,300,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		2,300			2,300
Preferred Stock, Series D, $0.001 par value; 1,400 shares authorized, 1,227 and 1,202 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		1			1
Common stock, $0.001 par value; 200,000,000 shares authorized, 190,012,124 and 184,370,469 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		190,013			184,371
Additional paid-in capital		62,441,759			61,962,151
Accumulated deficit		(111,246,326	)		(106,081,333	)
Total Stockholders' Deficiency		(48,611,734	)		(43,931,991	)

Total Liabilities and Stockholders' Deficiency	$	120,771		$	120,149

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

Table of Contents

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
	For the three months ended						For the nine months ended
	September 30,2023			September30,2022			September 30,2023			September 30,2022
Operating Expenses
Salaries and compensation	$	221,498		$	202,833		$	665,575		$	613,096
Professional fees		147,689			148,990			344,366			423,418
General and administrative		32,361			38,367			118,034			130,019
Total Operating Expenses		401,548			390,190			1,127,975			1,166,533
Loss from Operations		(401,548	)		(390,190	)		(1,127,975	)		(1,166,533	)
Other Income (Expenses)
Service income		-			-			12,000			-
Interest expense, net		(558,753	)		(462,514	)		(1,609,876	)		(1,344,836	)
Amortization of debt discount		(22,332	)		(52,513	)		(88,301	)		(176,829	)
Change in FV of derivative liability		(334,752,682	)		(1,551,657	)		(336,141,902	)		(3,374,400	)
Gain on conversion of debt		-			16,263			22			51,862
Total Other Income (Expense)		(335,333,767	)		(2,050,421	)		(337,828,057	)		(4,844,203	)
Loss Before Income Taxes		(335,735,315	)		(2,440,611	)		(338,956,032	)		(6,010,736	)
Provision for Income Taxes		-			-			-			-
Net Loss	$	(335,735,315	)	$	(2,440,611	)	$	(338,956,032	)	$	(6,010,736	)
Net Loss per Common Share – Basic and diluted	$	(1.82	)	$	(0.01	)	$	(1.84	)	$	(0.03	)
Weighted Average Number of Common Shares Outstanding – Basic and diluted		184,370,469			180,566,121			184,370,469			177,136,037

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	For the three months ended						For the six months ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Operating Expenses
Salaries and compensation	$	234,054		$	217,149		$	466,864		$	444,077
Professional fees		117,305			105,340			272,175			196,677
General and administrative		35,024			40,113			55,708			85,673
Total Operating Expenses		386,383			362,602			794,747			726,427

Loss from Operations		(386,383	)		(362,602	)		(794,747	)		(726,427	)

Other Income (Expenses)
Service income		-			7,000			-			12,000
Interest expense, net		(602,833	)		(559,100	)		(1,228,389	)		(1,096,242	)
Amortization of debt discount		-			(33,174	)		-			(65,969	)
Change in FV of derivative liability		7,309,946			(1,662,631	)		(3,172,160	)		(1,389,220	)
Gain on conversion of debt		-			22			30,303			22
Total Other Income (Expense)		6,707,113			(2,247,883	)		(4,370,246	)		(2,539,409	)

Income (Loss) Before Income Taxes		6,320,730			(2,610,485	)		(5,164,993	)		(3,265,836	)

Provision for Income Taxes		-			-			-			-

Net Income (Loss)	$	6,320,730		$	(2,610,485	)	$	(5,164,993	)	$	(3,265,836	)

Net Loss per Common Share – Basic and Diluted	$	0.03		$	(0.01	)	$	(0.03	)	$	(0.02	)

Weighted Average Number of Common Shares Outstanding		190,012,124			184,370,469			187,408,283			184,370,469

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

Table of Contents

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

	Preferred Stock				Common Stock				Additional					Total
	Number of		Par		Number of		Par		Paid-in		Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Deficiency
Balance December 31, 2022		2,819,028	$	2,819		184,370,469	$	184,371	$	60,110,402	$	(96,496,618	)	$	(36,199,026	)
Prior year accrued interest adjustment		-		-		-		-		-		(320,498	)		(320,498	)
Series D Preferred Stock issued for cash		45		-		-		-		90,000		-			90,000
Series D Preferred Stock issued for conversion of notes and interest		500		1		-		-		999,999		-			1,000,000
Net Loss		-		-		-		-		-		(655,351	)		(655,351	)
Balance March 31, 2023		2,819,573		2,820		184,370,469		184,371		61,200,401		(97,472,467	)		(36,084,875	)
Series D Preferred Stock issued for cash		130		-		-		-		260,000		-			260,000
Series D Preferred Stock issued for conversion of notes and interest		31		-		-		-		62,000		-			62,000
Net Loss		-		-		-		-		-		(2,610,485	)		(2,610,485	)
Balance June 30, 2023		2,819,734	$	2,820		184,370,469	$	184,371	$	61,522,401	$	(100,082,952	)	$	(38,373,360	)

	Preferred Stock				Common Stock				Additional					Total
	Number of		Par		Number of		Par		Paid-in		Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Deficiency
Balance December 31, 2021		2,818,750	$	2,819		174,370,469	$	174,371	$	59,379,402	$	(89,584,516	)	$	(30,027,924	)
Balance December 31, 2023		2,819,952	$	2,820		184,370,469	$	184,371	$	61,962,151	$	(106,081,333	)	$	(43,931,991	)
Series D Preferred Stock issued for cash		135		-		-		-		270,000		-			270,000
Common stock issued for conversion of note		-		-		5,641,655		5,642		163,608		-			169,250
Series D Preferred Stock issued for conversion of notes and interest		143		-		-		-		286,000		-			286,000
Series D Preferred Stock issued for cash		25		-		-		-		50,000		-			50,000
Common Stock issued for conversions of notes payable		-		-		10,000,000		10,000		175,000		-			185,000
Net Loss		-		-		-		-		-		(11,485,723	)		(11,485,723	)
Net Loss		-		-		-		-		-		(6,010,736	)		(6,010,736	)
Balance March 31, 2024		2,819,977		2,820		190,012,124		190,013		62,175,759		(117,567,056	)		(55,198,464	)
Balance September 30, 2022 (Unaudited)		2,819,028	$	2,819		184,370,469	$	184,371	$	60,110,402	$	(95,595,252	)	$	(35,297,660	)
Series D Preferred Stock issued for cash		133		-		-		-		266,000		-			266,000
Net Loss		-		-		-		-		-		6,320,730			(5,164,993	)
Balance June 30, 2024		2,820,110	$	2,820		190,012,124	$	190,013	$	62,441,759	$	(111,246,326	)	$	(48,611,734	)

	Preferred Stock				Common Stock				Additional					Total
	Number of		Par		Number of		Par		Paid-in		Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Deficiency
Balance December 31, 2022		2,819,028	$	2,819		184,370,469	$	184,371	$	60,110,402	$	(96,496,618	)	$	(36,199,026	)
Series D Preferred Stock issued for cash		306		-		-		-		612,000		-			612,000
Series D Preferred Stock issued for conversion of notes and interest		531		1		-		-		1,061,999		-			1,062,000
Net Loss		-		-		-		-		-		(338,956,032	)		(338,956,032	)
Balance September 30, 2023 (Unaudited)		2,819,865	$	2,820		184,370,469	$	184,371	$	61,784,401	$	(435,452,650	)	$	(373,481,058	)

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

Table of Contents

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ DEFICIENCY~~FLOW

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

	2024			2023
Cash Flows From Operating Activities:
Net loss	$	(5,164,993	)	$	(3,265,836	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability		3,172,160			1,389,220
Amortization of debt discount		-			65,969
Gain on conversion of debt		(30,303	)		(22	)
Changes in assets and liabilities:
Accounts payable and accrued expenses		1,709,598			1,512,714
Net Cash Used In Operating Activities		(313,538	)		(297,955	)

Cash Flows From Financing Activities:
Advances from related parties		(540	)		4,248
Repayment of notes payable		(1,300	)		(2,600	)
Proceeds from sale of preferred stock		316,000			350,000
Net Cash Provided by Financing Activities		314,160			351,648

Net increase in cash		622			53,693
Cash at beginning of period		115,149			1,404
Cash at End of Period	$	115,771		$	55,097

Supplemental disclosure of cash flow information
Cash paid for interest expense	$	2,507		$	2,493
Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:

Common stock issued upon conversion of note	$	169,250		$	-
Note payable converted to common stock	$	30,747		$	-
Derivative liability extinguished upon conversion on note payable	$	168,806		$	2,602
Convertible notes payable and accrued interest converted into preferred stock	$	-		$	59,420
Related party note payable and accrued interest converted into preferred stock	$	-		$	1,000,000

	Preferred Stock				Common Stock				Additional					Total
	Number ofShares		Par Value		Number ofShares		Par Value		Paid-inCapital		AccumulatedDeficit			Stockholders’Deficiency
Balance June 30, 2022 (Unaudited)		2,819,028	$	2,819		179,370,469	$	179,371	$	60,040,402	$	(93,154,641	)	$	(32,932,049	)
Common Stock issued for conversions of notes payable		-		-		5,000,000		5,000		70,000		-			75,000
Net Loss		-		-		-		-		-		(2,440,611	)		(2,440,611	)
Balance September 30, 2022 (Unaudited)		2,819,028	$	2,819		184,370,469	$	184,371	$	60,110,402	$	(95,595,252	)	$	(35,297,660	)

	Preferred Stock				Common Stock				Additional					Total
	Number ofShares		Par Value		Number ofShares		Par Value		Paid-inCapital		AccumulatedDeficit			Stockholders’Deficiency
Balance June 30, 2023 (Unaudited)		2,819,734	$	2,820		184,370,469	$	184,371	$	61,522,401	$	(99,717,335	)	$	(38,007,743	)
Series D Preferred Stock issued for cash		131		-		-		-		262,000		-			262,000
Net Loss		-		-		-		-		-		(335,735,315	)		(335,735,315	)
Balance September 30, 2023 (Unaudited)		2,819,865	$	2,820		184,370,469	$	184,371	$	61,784,401	$	(435,452,650	)	$	(373,481,058	)

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

Table of Contents

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

	2023			2022
Cash Flows From Operating Activities:
Net loss	$	(338,956,032	)	$	(6,010,736	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability		336,141,902			3,374,400
Amortization of debt discount		88,301			176,829
Gain on conversion of debt		(22	)		(51,862	)
Changes in assets and liabilities:
Accounts payable and accrued expenses		2,178,856			2,209,726
Net Cash Used In Operating Activities		(546,995	)		(301,643	)
Cash Flows From Financing Activities:
Advances from related parties		3,978			38,000
Repayment of notes payable		(5,200	)		-
Proceeds from sale of preferred stock		612,000			270,000
Net Cash Provided by Financing Activities		610,778			308,000
Net increase (decrease) in cash		63,783			6,357
Cash at beginning of period		1,404			957
Cash at End of Period	$	65,187		$	7,314
Supplemental disclosure of cash flow information
Cash paid for interest expense	$	3,740		$	15,440
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Preferred stock issued for conversion of notes and accrued interest	$	1,062,000		$	286,000
Common stock issued for conversion of notes payable	$	-		$	185,000
Convertible notes payable and accrued interest converted into common stock	$	-		$	45,650
Convertible notes payable and accrued interest converted into preferred stock	$	59,420		$	100,945
Related party convertible notes payable and accrued interest converted into preferred stock	$	-		$	12,043
Related party note payable and accrued interest converted into preferred stock	$	1,000,000			-
Notes payable and accrued interest converted into preferred stock	$	-		$	168,138
Derivative liability extinguished upon conversion of note payable	$	2,602		$	196,086

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

7 Table of Contents

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2023~~2024 AND ~~2022~~2023

(UNAUDITED)

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Ocean Thermal Energy Corporation (“OTEC” “Company” “us” “we”) is ~~currently~~designing inocean thermal energy conversion power plants, seawater air conditioning and lake water air conditioning (“SWAC/LSC”) plants for large commercial properties, utilities, and municipalities. We believe these technologies provide practical solutions to mankind’s three oldest and most fundamental needs: clean drinking water, plentiful food, and sustainable, affordable energy without the ~~businesses~~use of: fossil fuels. The Company plans to provide a clean technology that continuously extracts energy from the temperature differentials between warm surface ocean water and cold deep seawater. In addition to producing electricity, our technology can efficiently desalinate seawater producing thousands of cubic meters of fresh water every day for use in agriculture and human consumption. This cold, deep, nutrient-rich water can also be used to cool buildings and for fish farming or aquaculture.

	·	OTEC and SWAC/LSC-designing ocean thermal energy conversion (“OTEC”) power plants and seawater air conditioning and lake water air conditioning (“SWAC/LSC”) plants for large commercial properties, utilities, and municipalities. These technologies provide practical solutions to mankind’s three oldest and most fundamental needs: clean drinking water, plentiful food, and sustainable, affordable energy without the use of fossil fuels. OTEC is a clean technology that continuously extracts energy from the temperature difference between warm surface ocean water and cold deep seawater. In addition to producing electricity, some of the seawater running through an OTEC plant can be efficiently desalinated using the power generated by the OTEC technology, producing thousands of cubic meters of fresh water every day for use in agriculture and human consumption in the communities served by its plants. This cold, deep, nutrient-rich water can also be used to cool buildings (SWAC/LSC) and for fish farming/aquaculture. In short, it is a technology with many benefits, and its versatility makes OTEC unique.
	·	EcoVillages-developing and commercializing our EcoVillages, as well as working to develop or acquire new complementary assets. EcoVillages are communities whose goal is to become more socially, economically, and ecologically sustainable and whose inhabitants seek to live according to ecological principles, causing as little impact on the environment as possible. We expect that our EcoVillage communities will range from a population of 50 to 150 individuals, although some may be smaller. We may also form larger EcoVillages, of up to 2,000 individuals, as networks of smaller subcommunities. We expect that our EcoVillages will grow by the addition of individuals, families, or other small groups. We expect to use our technology in the development of our EcoVillages, which should add significant value to this line of business.

The unaudited condensed consolidated financial statements include the accounts of the company and our wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, our financial statements reflect all adjustments that are of a normal recurring nature necessary for presentation of financial statements in accordance with U.S. generally accepted accounting principles (GAAP).

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and presented in accordance with U. S. generally accepted accounting principles (“GAAP”).

The accompanying consolidated balance sheet at December 31, ~~2022~~2023, has been derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of ~~September~~June 30, ~~2023~~2024, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024 and ~~2022~~2023, have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, as filed with the SEC. In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the unaudited condensed consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2023,~~2024 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2023~~2024, or any future periods.

During the course of preparing the Company’s interim financial statements for the period ended June 30, 2024, the Company determined that a noncash accrual relating to default interest on certain notes payable was not properly reflected in the historical financial statements. Management evaluated this immaterial misstatement using the guidance provided by the SEC’s Staff Accounting Bulletin No. 99 (“SAB 99”) and determined that the misstatement was immaterial to the historical financial statements. The Company has recorded the additional accrued interest as of January 1, 2023, through an adjustment of $320,498 to accumulated deficit and accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets. This adjustment reflect default interest rates for periods prior to December 31, 2022. Additionally, for the six months ended June 30, 2023, default interest of $22,435 has been recorded to give effect to this additional default interest.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

~~The~~Our unaudited condensed consolidated financial statements ~~include~~for the ~~accounts~~three ~~of the company~~ and ~~its~~six ~~wholly-owned~~months ~~subsidiary OCEES~~ended ~~International~~June ~~Inc.~~30, ~~(“OCEES”).~~2024 ~~Intercompany balances~~ and ~~transactions~~2023 ~~have~~include ~~been~~the ~~eliminated~~accounts ~~in consolidation. We have an effective interest~~ of ~~100%~~the inCompany ~~OCEES. Former subsidiaries Ocean Thermal Energy Bahamas LTD~~ and ~~OTE~~the BMfollowing ~~Ltd. were inactive and have been dissolved.~~subsidiary:

Name

Place of Incorporation

/ Establishment

Principal Activities

Date Formed

OCEES International Inc. (“OCEES”)

Hawaii, USA

Research and development for the Pacific Rim

01/21/1998

~~Agreement~~Intercompany tobalances ~~Sell~~and ~~Subsidiary~~transactions have been eliminated in consolidation. We have an effective interest of 100% in OCEES. Former subsidiaries Ocean Thermal Energy Bahamas LTD and OTE BM Ltd. were inactive and have been dissolved.

On August 25, 2022, we entered into a Stock Purchase Agreement to sell OCEES to Epaphus Global Energy, LLC (“Epaphus”). Epaphus is controlled by Jeremy Feakins, our chief executive officer and a director. The transaction was approved unanimously by our directors who do not have an interest in the transaction.

In exchange for the sale of OCEES, we will receive:

• $1,000,000 in the form of canceled amounts owed by us to certain individuals, including Mr. Feakins, who have assigned their right to receive those payments to Epaphus; • $75,000 in cash per month for 12 months following the date of the purchase agreement; and • 70% of the net profit of any currently contemplated project to build an ocean thermal energy conversion power plant entered into by OCEES.

Under the terms of the purchase agreement, Epaphus has the unilateral right to return OCEES to us and receive a full refund of all portions of the purchase price paid as of the return of OCEES at any time for one year following the date of the purchase agreement.

Because the purchase agreement had not closed as of September 30, 2023, or through the date of filing of this report, it has not been reflected in these financial statements.

8 Table of Contents

Use of Estimates

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

Cash and Cash Equivalents

We consider all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. We had no cash equivalents at September 30, 2023, and December 31, 2022.

Business Segments

We operate in one segment and, therefore, segment information is not presented.

Fair Value

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

· Level 1-Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the reporting date. · Level 2-Pricing inputs are quoted for similar assets or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes assets or liabilities valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. · Level 3-Pricing inputs are unobservable for the assets or liabilities; that is, the inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities, notes payable, and other liabilities, reflected in the accompanying balance sheets, approximate fair value at September 30, 2023, and December 31, 2022, due to the relatively short-term nature of these instruments.

We accounted for derivative liability at fair value on a recurring basis under Level 3 at September 30, 2023, and December 31, 2022 (see Note 5).

Concentrations

Cash, cash equivalents, and restricted cash are deposited with major financial institutions, and at times, such balances with any one financial institution may be in excess of FDIC-insured limits. As of September 30, 2023, and December 31, 2022, no balances exceeded FDIC-insured limits.

Loss per Share

Basic loss per share is calculated by dividing our net loss available to common shareholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing our net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

~~The~~7 ~~following~~Table ~~potentially dilutive securities have been excluded from the computation~~ of ~~diluted weighted average shares outstanding as of September 30, 2023 and 2022, as they would be anti-dilutive:~~Contents

	Nine Months Ended September 30,
	2023		2022
Shares underlying warrants outstanding		16,500		125,073
Shares underlying convertible notes outstanding		24,528,160,203		648,510,042
Shares underlying convertible preferred stock outstanding		16,687,500		16,687,500
		24,544,864,203		665,322,615

The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding for the three months ended June 30, 2023 and the six months ended June 30, 2024 and 2023, as they would be anti-dilutive:

	June 30,
	2024		2023
Shares underlying options and warrants outstanding		500,000		69,000
Shares underlying convertible notes outstanding		1,412,360,318		1,041,523,839
Shares underlying convertible preferred stock outstanding		16,687,500		16,687,500
		1,429,547,818		1,058,280,339

Recent Accounting Pronouncements

WeIn ~~have~~November ~~reviewed~~2024, ~~all~~the ~~recently~~FASB issued, ~~but~~Accounting ~~not~~Standards ~~yet~~Update ~~adopted,~~(ASU) 2024-04 - Debt with Conversion and Other Options (Subtopic 470-20). This ASU clarifies the requirements related to accounting ~~standards~~for the settlement of a debt instrument as an induced conversion. An induced conversion is when a Company induces debt holders to ~~determine~~convert their ~~effects,~~debt ifinto ~~any,~~equity onshares ~~our~~under ~~consolidated~~changed ~~results~~terms ofand ~~operations,~~involved ~~financial~~additional ~~position~~consideration. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2025, and ~~cash~~interim ~~flows~~reporting periods within those annual reporting periods. ~~Based~~Early onadoption ~~that~~is ~~review,~~permitted wefor ~~believe~~all entities that ~~none~~have ofadopted ~~these~~the ~~pronouncements~~amendments ~~will~~in ~~have~~ASU a2020-06. ~~significant~~The ~~effect~~Company onis ~~current~~still orevaluating ~~future~~the ~~earnings~~impact orof ~~operations~~the adoption of this ASU.

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

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU on July 1, 2024. The adoption of this ASU had no impact on the Company’s condensed consolidated financial statements.

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

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements.

NOTE 3 – GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on the assumption that we will continue as a going concern. As reflected in the accompanying unaudited condensed consolidated financial statements, we had a net loss of ~~approximately~~ $~~339~~5,164,993 ~~million~~ and used $~~546~~313,~~995~~538 of cash in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024. We had a working capital deficiency of ~~approximately~~ $~~373~~48,611,734 ~~million~~ and a stockholders’ deficiency of ~~approximately~~ $~~373~~48,611,734 ~~million~~ as of ~~September~~June 30, ~~2023~~2024. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to increase sales and obtain external funding for our projects under development. We continue to apply for grant funding from the U.S. Department of Energy. Our applications focus on desalinated water, ammonia, and hydrogen production from an OTEC facility. On March 11, 2022, President Biden signed a bill that provides $162 million for the Water Power Technologies Office budget. About $112 million of that money is slated for marine energy. We plan to apply for funding to support projects where our technology would apply. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

9 Table of Contents

NOTE 4 – CONVERTIBLE NOTES AND NOTES PAYABLE

During the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024, $3530,~~303~~747 of ~~related party~~ notes ~~and~~was ~~$964,697 of related accrued interest were~~ converted into ~~500~~5,641,655 shares of ~~Series~~common ~~D Preferred Stock~~stock.

During the ~~nine~~six months ended ~~September~~June 30, 2023, $4635,~~750~~303 of related party notes and $12964,~~670~~697 of related accrued interest were converted into 31500 shares of Series D Preferred Stock.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, $~~215~~46,~~000~~750 of notes and $6612,~~126~~670 of related accrued interest were converted into ~~143~~31 shares of Series D Preferred Stock.

~~During~~There were no new notes payable issued during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2024. ~~$45,650~~All ofnotes payable and convertible notes payable were ~~converted~~in ~~into~~past due and in default as of June 30, 2024. See our audited consolidated financial statements and related notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31,~~000~~ 2023,~~000~~ ~~shares~~as offiled ~~common~~with ~~stock~~the SEC for additional details concerning our outstanding notes payable and convertible notes payable.

~~The~~8 ~~following~~Table ~~convertible~~of ~~notes and notes payable were outstanding at September 30, 2023:~~Contents

Date of	Maturity	Interest			In	Original		PrincipalatSeptember 30,		DiscountatSeptember 30,		CarryingAmountatSeptember 30,		Related Party				Non Related Party
Issuance	Date	Rate			Default	Principal		2023		2023		2023		Current		Long-Term		Current		Long-Term
12/01/07	09/01/15		7.00	%	Yes		125,000		85,821		-		85,821		-		-		85,821		-
09/25/09	10/25/11		5.00	%	Yes		50,000		50,000		-		50,000		-		-		50,000		-
12/23/09	12/23/14		7.00	%	Yes		100,000		79,075		-		79,075		-		-		79,075		-
12/23/09	12/23/14		7.00	%	Yes		25,000		21,678		-		21,678		-		-		21,678		-
12/23/09	12/23/14		7.00	%	Yes		25,000		21,668		-		21,668		-		-		21,668		-
02/03/12	12/31/19		10.00	%	Yes		1,000,000		1,000,000		-		1,000,000		-		-		1,000,000		-
08/15/13	10/31/23		10.00	%	No		158,334		158,334		-		158,334		-		-		158,334		-
12/31/13	12/31/15		8.00	%	Yes		290,000		130,000		-		130,000		-		-		130,000		-
04/01/14	12/31/18		10.00	%	Yes		2,265,000		1,067,197		-		1,067,197		1,067,197		-		-		-
12/22/14	03/31/15		22.00	%*	Yes		200,000		200,000		-		200,000		-		-		200,000		-
12/26/14	12/26/15		22.00	%*	Yes		100,000		100,000		-		100,000		-		-		100,000		-
03/12/15	(1)		6.00	%	No		394,380		394,380		-		394,380		394,380		-		-		-
04/07/15	04/07/18		10.00	%	Yes		50,000		50,000		-		50,000		-		-		50,000		-
11/23/15	(1)		6.00	%	No		50,000		50,000		-		50,000		50,000		-		-		-
02/25/16	(1)		6.00	%	No		50,000		50,000		-		50,000		50,000		-		-		-
05/20/16	(1)		6.00	%	No		50,000		50,000		-		50,000		50,000		-		-		-
10/20/16	(1)		6.00	%	No		37,500		12,500		-		12,500		12,500		-		-		-
10/20/16	(1)		6.00	%	No		12,500		12,500		-		12,500		12,500		-		-		-
12/21/16	(1)		6.00	%	No		25,000		25,000		-		25,000		25,000		-		-		-
03/09/17	(1)		10.00	%	No		200,000		177,000		-		177,000		177,000		-		-		-
07/13/17	07/13/19		6.00	%	Yes		25,000		25,000		-		25,000		-		-		25,000		-
07/18/17	07/18/19		6.00	%	Yes		25,000		25,000		-		25,000		-		-		25,000		-
07/26/17	07/26/19		6.00	%	Yes		15,000		15,000		-		15,000		-		-		15,000		-
12/20/17	(2)		10.00	%	Yes		979,156		859,156		-		859,156		-		-		859,156		-
11/06/17	12/31/18		10.00	%	Yes		646,568		543,093		-		543,093		543,093		-		-		-
02/19/18	(3)		18.00	%*	Yes		629,451		1,161,136		-		1,161,136		-		-		1,161,136		-
09/19/18	09/28/21		6.00	%	Yes		10,000		10,000		-		10,000		-		-		10,000		-
12/14/18	12/22/18		24.00	%*	Yes		474,759		578,075		-		578,075		-		-		578,075		-
01/02/19	(4)		17.00	%	No		310,000		310,000		-		310,000		-		-		310,000		-
08/14/19	10/31/2021		8.00	%	Yes		26,200		26,200		-		26,200		-		-		26,200		-
(5)	10/31/2021		8.00	%	Yes		105,000		40,000		-		40,000		5,000		-		35,000		-
(6)	01/02/22		8.00	%	Yes		296,750		225,000		-		225,000		15,000		-		210,000		-
(8)	05/12/22		8.00	%	Yes		15,000		15,000		-		15,000		-		-		15,000		-
(9)	09/01/22		8.00	%	Yes		170,000		155,000		-		155,000		-		-		155,000		-
(10)	08/30/23		8.00	%	No		285,000		280,000		-		280,000		5,000		-		275,000		-
(11)	11/30/23		8.00	%	No		5,000		5,000		239		4,761		4,761		-		-		-
(7)	(7)		10.00	%	No		625,000		625,000		-		625,000		-		-		625,000		-
						$	9,850,598	$	8,632,813	$	239	$	8,632,574	$	2,411,431	$	-	$	6,221,143	$	-

10 Table of Contents

(1)	Maturity date is 90 days after demand.
(2)	Bridge loans were issued at dates between December 2017 and May 2018. Principal is due on the earlier of 18 months from the anniversary date or the completion of L2 Capital financing with gross proceeds of a minimum of $1.5 million.
(3)	L2 Capital note was drawn down in five tranches between 02/16/18 and 05/02/18.
(4)	Loans were issued from 01/02/19 to 03/23/19. Principal and interest are due when funds are received from the litigation between Ocean Thermal Energy Corporation vs. Robert Coe, et al.
(5)	Notes were issued between 10/14/19 and 11/05/19. The notes bear an interest rate of 8% and mature 10/31/21. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
(6)	Notes were issued between 12/09/19 and 11/25/20. The notes bear an interest rate of 8% and mature 01/02/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
(7)	Notes were issued between 11/02/20 and 03/18/21. The notes bear an interest rate of 10%. Repayment will be made as follows: (i) the principal and interest within five business days following our receipt of $25.5 million from the Robert Coe, et al Phase One Litigation; and (ii) the additional payment within five business days following our actual receipt of any funds from the Robert Coe, et al., Phase Two Litigation, less legal fees accrued up to that date. Payment will be made as such funds are actually received by us and after deductions of accrued legal fees up to that date.
(8)	Notes were issued between 05/14/20 and 08/11/20. The notes bear an interest rate of 8% and mature 05/12/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
(9)	Notes were issued in November 2020 and during the first two quarters of 2021. The notes bear an interest rate of 8% and mature 09/01/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
(10)	Notes were issued during the third quarter of 2021. The notes bear an interest rate of 8% and mature 08/30/23. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
(11)	Note was issued during November of 2021. The note bears an interest rate of 8% and matures 11/30/23. It can be converted into 250,000 shares of common stock. It can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
*	Default interest rate.

The following convertible notes and notes payable were outstanding at December 31, 2022:

Date of	Maturity	Interest			In	Original		PrincipalatDecember 31,		DiscountatDecember 31,		CarryingAmountatDecember 31,		Related Party				Non Related Party
Issuance	Date	Rate			Default	Principal		2022		2022		2022		Current		Long-Term		Current		Long-Term
12/01/07	09/01/15		7.00	%	Yes		125,000		85,821		-		85,821		-		-		85,821		-
09/25/09	10/25/11		5.00	%	Yes		50,000		50,000		-		50,000		-		-		50,000		-
12/23/09	12/23/14		7.00	%	Yes		100,000		83,166		-		83,166		-		-		83,166		-
12/23/09	12/23/14		7.00	%	Yes		25,000		22,233		-		22,233		-		-		22,233		-
12/23/09	12/23/14		7.00	%	Yes		25,000		22,223		-		22,223		-		-		22,223		-
02/03/12	12/31/19		10.00	%	Yes		1,000,000		1,000,000		-		1,000,000		-		-		1,000,000		-
08/15/13	10/31/23		10.00	%	No		158,334		158,334		-		158,334		-		-		158,334		-
12/31/13	12/31/15		8.00	%	Yes		290,000		130,000		-		130,000		-		-		130,000		-
04/01/14	12/31/18		10.00	%	Yes		2,265,000		1,102,500		-		1,102,500		1,102,500		-		-		-
12/22/14	03/31/15		22.00	%*	Yes		200,000		200,000		-		200,000		-		-		200,000		-
12/26/14	12/26/15		22.00	%*	Yes		100,000		100,000		-		100,000		-		-		100,000		-
03/12/15	(1)		6.00	%	No		394,380		394,380		-		394,380		394,380		-		-		-
04/07/15	04/07/18		10.00	%	Yes		50,000		50,000		-		50,000		-		-		50,000		-
11/23/15	(1)		6.00	%	No		50,000		50,000		-		50,000		50,000		-		-		-
02/25/16	(1)		6.00	%	No		50,000		50,000		-		50,000		50,000		-		-		-
05/20/16	(1)		6.00	%	No		50,000		50,000		-		50,000		50,000		-		-		-
10/20/16	(1)		6.00	%	No		37,500		12,500		-		12,500		12,500		-		-		-
10/20/16	(1)		6.00	%	No		12,500		12,500		-		12,500		12,500		-		-		-
12/21/16	(1)		6.00	%	No		25,000		25,000		-		25,000		25,000		-		-		-
03/09/17	(1)		10.00	%	No		200,000		177,000		-		177,000		177,000		-		-		-
07/13/17	07/13/19		6.00	%	Yes		25,000		25,000		-		25,000		-		-		25,000		-
07/18/17	07/18/19		6.00	%	Yes		25,000		25,000		-		25,000		-		-		25,000		-
07/26/17	07/26/19		6.00	%	Yes		15,000		15,000		-		15,000		-		-		15,000		-
12/20/17	(2)		10.00	%	Yes		979,156		859,156		-		859,156		-		-		859,156		-
11/06/17	12/31/18		10.00	%	Yes		646,568		543,093		-		543,093		543,093		-		-		-
02/19/18	(3)		18.00	%*	Yes		629,451		1,161,136		-		1,161,136		-		-		1,161,136		-
09/19/18	09/28/21		6.00	%	Yes		10,000		10,000		-		10,000		-		-		10,000		-
12/14/18	12/22/18		24.00	%*	Yes		474,759		578,075		-		578,075		-		-		578,075		-
01/02/19	(4)		17.00	%	No		310,000		310,000		-		310,000		-		-		310,000		-
08/14/19	10/31/2021		8.00	%	Yes		26,200		26,200		-		26,200		-		-		26,200		-
(5)	10/31/2021		8.00	%	Yes		105,000		75,000		-		75,000		5,000		-		70,000		-
(6)	01/02/22		8.00	%	Yes		296,750		231,750		-		231,750		15,000		-		216,750		-
(8)	05/12/22		8.00	%	Yes		15,000		15,000		-		15,000		-		-		15,000		-
(9)	09/01/22		8.00	%	Yes		170,000		155,000		-		155,000		-		-		155,000		-
(10)	08/30/23		8.00	%	No		285,000		285,000		87,233		197,767		3,528		-		194,239		-
(11)	11/30/23		8.00	%	No		5,000		5,000		1,307		3,693		3,693		-		-		-
(7)	(7)		10.00	%	No		625,000		625,000		-		625,000		-		-		625,000		-
						$	9,850,598	$	8,720,067	$	88,540	$	8,631,527	$	2,444,194	$	-	$	6,187,333	$	-

11 Table of Contents

(1)	Maturity date is 90 days after demand.
(2)	Bridge loans were issued at dates between December 2017 and May 2018. Principal is due on the earlier of 18 months from the anniversary date or the completion of L2 Capital financing with gross proceeds of a minimum of $1.5 million.
(3)	L2 Capital note was drawn down in five tranches between 02/16/18 and 05/02/18.
(4)	Loans were issued from 01/02/19 to 03/23/19. Principal and interest are due when funds are received from the litigation between Ocean Thermal Energy Corporation vs. Robert Coe, et al.
(5)	Notes were issued between 10/14/19 and 11/05/19. The notes bear an interest rate of 8% and mature 10/31/21. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
(6)	Notes were issued between 12/09/19 and 11/25/20. The notes bear an interest rate of 8% and mature 01/02/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
(7)	Notes were issued between 11/02/20 and 03/18/21. The notes bear an interest rate of 10%. Repayment will be made as follows: (i) the principal and interest within five business days following our receipt of $25.5 million from the Robert Coe, et al., Phase One Litigation; and (ii) the additional payment within five business days following our actual receipt of any funds from the Robert Coe, et al., Phase Two Litigation, less legal fees accrued up to that date. Payment will be made as such funds are actually received by us and after deductions of accrued legal fees up to that date.
(8)	Notes were issued between 05/14/20 and 08/11/20. The notes bear an interest rate of 8% and mature 05/12/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
(9)	Notes were issued in November 2020 and during the first two quarters of 2021. The notes bear an interest rate of 8% and mature 09/01/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
(10)	Notes were issued during the third quarter of 2021. The notes bear an interest rate of 8% and mature 08/30/23. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
(11)	Note was issued during November of 2021. The note bears an interest rate of 8% and matures 11/30/23. It can be converted into 250,000 shares of common stock. It can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first.
*	Default interest rate.

NOTE 5 – DERIVATIVE LIABILITY

We measure the fair value of our assets and liabilities under the guidance of ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but its provisions apply to all other accounting pronouncements that require or permit fair value measurement.

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

Following is a description of the valuation methodologies used to determine the fair value of our financial liabilities, including the general classification of such instruments pursuant to the valuation hierarchy:

	Fair Value		Quoted market pricesfor identicalassets/liabilities(Level 1)		Significant otherobservable inputs(Level 2)		Significantunobservable inputs(Level 3)
Derivative Liability, September 30, 2023	$	343,137,562	$	-	$	-	$	343,137,562
Derivative Liability, June 30, 2024	$	15,408,061	$	-	$	-	$	15,408,061
Derivative Liability, December 31, 2022	$	6,998,262	$	-	$	-	$	6,998,262
Derivative Liability, December 31, 2023	$	12,404,707	$	-	$	-	$	12,404,707

The reconciliation of the derivative liability for the ~~nine~~ six months ended ~~September~~ June 30, ~~2023~~2024 and ~~2022~~2023 is as follows:

	For the Nine Months Ended September 30,
	For the Six Months Ended June 30,
	2023			2022
	2024			2023
Derivative liability as of January 1	$	6,998,262		$	3,769,211
Derivative liability as of December 31	$	12,404,707		$	6,998,262
Addition to derivative instruments		-			-
Derivative liability extinguished upon conversion of notes payable		(2168,~~602~~806	)		(~~196~~2,~~086~~602	)
Change in fair value of derivative liability*		~~336~~3,~~141~~172,~~902~~160			31,~~374~~389,~~400~~220
Derivative liability, as of September 30	$	343,137,562		$	6,947,525
Derivative liability as of June 30	$	15,408,061		$	8,384,880

* Gains (losses) related to the revaluation of Level 3 financial liabilities is included in “Change in fair value of derivative liabilities” in the accompanying unaudited condensed consolidated statement of operations.

12 Table of Contents

The fair value of the derivative liability was estimated using the Black-Scholes option-valuation model. The fair values at the commitment and remeasurement dates for our derivative liabilities were based upon the following management assumptions:

	For the Nine Months Ended September 30,
	For the Six Months Ended June 30,
	2023			2022
	2024			2023
Expected dividends		0	%		0	%
Expected volatility	~~187~~245%-~~994~~603		%	~~184~~187%-~~368~~257		%
Risk free interest rate	45.6403%-5.5548		%	04.5264%-45.0547		%
Expected term (in years)	0.0225– 1 years			0.2503– 1~~.42~~ years

The fair value at the remeasurement date is equal to the carrying value on the balance sheet.

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock

~~There~~During ~~were~~the nosix ~~common~~months ~~stock~~ended ~~transactions~~June ~~during~~30, ~~the~~2024, ~~nine~~we ~~months~~issued ~~ended~~5,641,655 ~~September~~shares of common stock upon conversion of $30,747 ~~2023~~of convertible notes payable.

During the nine months ended September 30, 2022, we issued 10,000,000 shares of common stock with a fair value of $185,000 for the conversion of a portion of our notes payable in the amount of $45,650.

Preferred Stock

OnDuring ~~June~~the 6,six ~~2023,~~months ~~the~~ended ~~board~~June of30, ~~directors~~2024, ~~agreed~~we toissued ~~amend~~158 ~~the~~shares ~~Certificate~~ of ~~Designation to authorize an additional 400~~ Series D ~~Convertible~~ Preferred ~~Shares.~~Stock Onfor ~~June~~cash 9,proceeds ~~2023, the Series D Convertible Preferred Stockholders approved that increase by majority written consent and the amendment was filed with the Nevada Secretary~~ of ~~State on June 12~~$316, ~~2023~~000.

During the nine months ended September 30, 2023, we issued 306 shares of Series D Preferred Stock for cash proceeds of $612,000.

During the nine months ended September 30, 2023, we issued 500 shares of Series D Preferred Stock to a related party upon conversion of $35,303 of notes and $964,697 of related accrued interest.

During the nine months ended September 30, 2023, we issued 31 shares of Series D Preferred Stock upon conversion of $46,750 of notes and $12,670 of related accrued interest.

During the nine months ended September 30, 2022, we issued 135 shares of Series D Preferred Stock for cash proceeds of $270,000.

During the nine months ended September 30, 2022, we issued 143 shares of Series D Preferred Stock valued at $286,000 upon conversion of $215,000 of notes and $66,126 of related accrued interest.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Commitments

On June 26, 2017, we entered a nonexclusive finder’s arrangement with Craft Capital Management LLC (“Craft”) in the event that proceeds with a debt and/or equity transaction or to finance a merger/acquisition and/or another transaction are arranged by Craft. We have no obligation to consummate any transaction, and we can choose to accept or reject any transaction in our sole and absolute discretion. Upon the successful completion of a placement, we will pay to Craft 8% of the gross proceeds from an equity placement and 3% for a debt placement. In addition, we will issue to Craft, at the time of closing, warrants with an aggregate exercise price equal to 3% of the amount raised. We have issued to Craft, as finder’s fees for transactions between L2 Capital and us, warrants to purchase 56,073 shares of common stock for L2 Capital equity transactions and warrants to purchase 69,000 shares of common stock for L2 Capital debt transactions for total outstanding warrants to purchase 125,073 shares of common stock, none of which has been exercised, and 108,573 warrants have expired. The remaining warrants have a fair value of $135 based on the Black-Scholes option-pricing model. The warrants have exercise prices ranging from $0.0425 to $0.25 per share and are exercisable for a period of five years after the closing of the placement. If we, at any time while these warrants are outstanding, sell or grant any option to purchase or sell or grant any right to reprice, or otherwise dispose of or issue any common stock or securities entitling any person or entity to acquire shares of common stock, at an effective price per share less than the then-exercise price, then the exercise price will be reduced to equal the lower share price, at the option of Craft. Such adjustment will be made whenever such common stock is issued. We will notify Craft in writing, no later than the trading day following the issuance of any common stock, of the applicable issuance price or applicable reset price, exchange price, conversion price, and other pricing terms.

Table of Contents

Litigation

OnFrom ~~May~~time 4,to ~~2018~~time, ~~we reached a settlement of~~ the ~~claims~~Company atmay ~~issue~~be involved in ~~Ocean~~legal ~~Thermal~~proceedings ~~Energy~~and ~~Corp.~~regulatory v.proceedings ~~Robert~~arising ~~Coe,~~from etits aloperations., ~~Case~~Management ~~No.~~established ~~2:17-cv-02343SHL-cgc,~~reserves ~~before the United States District Court~~ for ~~the~~specific ~~Western~~liabilities ~~District~~in ofconnection ~~Tennessee.~~with ~~Between~~legal ~~May~~actions 30that ~~and~~management ~~July~~deems ~~19,~~to ~~2018,~~be weprobable ~~received three payments totaling $100,000 from the defendants. On August 8, 2018, an $8 million judgment was entered against the defendants~~ and ~~in our favor~~estimable. OnCertain ~~May 28~~lawsuits, ~~2019, we further settled the~~ claims atand ~~issue~~proceedings ~~with~~are ~~two~~described ofin the ~~defendants,~~Company’s ~~Brett~~Annual ~~M. Regal~~Report ~~and~~on ~~his~~Form ~~company,~~10-K ~~Trade Base Sales, Inc. (“Regal Debtors”),~~ for ~~$17,500,000, bringing~~ the ~~combined~~year ~~judgment~~ended ~~and settlement amount owed to us is $25~~December 31,~~500,000~~ 2023. OnWhile ~~July 1, 2019,~~ the ~~United~~outcome ~~States~~of ~~District~~litigation ~~Judge~~cannot ~~for~~be ~~the~~predicted ~~Central~~with ~~District of California (case number: 2:19-cv-05299-VAP-JPR)~~certainty, ~~approved our stipulated application for an order permitting us to levy on property~~ and ~~appointing~~some aof ~~receiver~~these ~~to carry out the levy on Regal Debtors’ property~~lawsuits, ~~such~~claims ~~that~~or itproceedings may be ~~sold~~determined ~~(subject~~adversely to ~~further order of~~ the ~~court approving and confirming such sales)~~Company, tomanagement ~~satisfy~~does ~~the~~not ~~$25,500,000~~believe ~~settlement and judgment amounts in our favor. On August 15, 2019, the court-appointed receiver notified the court~~ that ~~he had taken custody, possession, and control of certain gemstone and mineral specimens, known as~~ the ~~“Ophir~~disposition ~~Collection” and 350,000 pounds~~ of ~~unrefined~~any ~~gold~~such ~~and~~pending ~~other~~matters ~~precious~~is ~~metal~~likely ~~bearing ore. By order of the court, the receiver was given the authority~~ to ~~assign,~~have ~~sell,~~a ~~and~~material ~~transfer~~adverse ~~the~~effect ~~debtor~~on ~~property. The proceeds of any sales will be used to satisfy~~ the ~~judgment and settlement agreement, receivership~~Company’s ~~reasonable~~financial ~~costs~~condition ~~and~~or ~~fees~~operation, asalthough ~~well as any other claims as determined by~~ the ~~court.~~resolution ~~Various parties have come forward asserting ownership and priority lien rights to the property. In our ongoing efforts to collect the $25,500,000 judgment obtained, a third party has intervened~~ in ~~our~~any ~~case~~reporting inperiod ~~the Central District~~ of ~~California~~one ~~(case~~or ~~number:~~more ~~2:19-cv-05299-VAP-JPR), asserting that it is the rightful owner~~ of ~~the~~these ~~“Ophir~~matters ~~Collection”~~could ~~of gems and mineral specimens that is now in possession of the court-appointed receiver. On February 25, 2022, all parties who~~ have ~~appeared in this case stipulated to dismiss all pending claims while leaving the receivership established by the court in place. On the same date, the court ordered that upon~~ a ~~successful~~material ~~sale~~adverse ofeffect ~~the~~on ~~Ophir Collection,~~ the ~~net~~Company’s ~~proceeds~~results ~~shall be distributed in accordance with the terms~~ of ~~the~~operations ~~January~~for 3,that ~~2022, confidential settlement between the parties~~period.

13NOTE ~~Table~~8 of– ~~Contents~~RELATED-PARTY TRANSACTIONS

OnThrough May 2131, ~~2019~~2023, ~~Theodore~~we T.incurred ~~Herman~~monthly ~~filed~~rent aof ~~complaint~~$10,000 ~~against~~to usa incompany ~~Theodore~~controlled T.by ~~Herman~~our v.chief ~~Ocean~~executive ~~Thermal~~officer ~~Energy~~under ~~Corporation,~~an ~~Case~~operating Nolease agreement. ~~CI-19-04780,~~The inlease ~~the~~was ~~Court~~for ofa ~~Common~~one-year ~~Pleas~~term ofand, ~~Lancaster~~unless ~~County,~~either ~~Pennsylvania,~~party ~~asserting~~gave ~~that~~written henotice isof ~~entitled~~termination to ~~payment~~the onother, the ~~promissory~~term ~~note~~would ~~described~~renew infor ~~Note~~a 4:further ~~Convertible~~period ~~Notes~~of one year, and ~~Notes~~so ~~Payable.~~on Onfrom ~~July~~year 1,to ~~2019,~~year weuntil ~~filed~~terminated ~~preliminary~~by ~~objections~~either toparty. ~~the~~The ~~complaint,~~lease ~~and~~was ~~subsequently~~terminated ~~filed~~at anMay ~~answer~~31, 2023. For the three and ~~new~~six ~~matter~~months onended ~~August~~June 2030, ~~2019~~2023, torent ~~which~~expense ~~the~~pursuant ~~plaintiff~~to ~~filed~~this alease ~~reply~~was on$20,000 ~~September 9~~and $50,000, ~~2019~~respectively. WeAt ~~will~~June ~~continue~~30, to2024 ~~defend~~and ~~our~~December ~~position~~31, ~~that~~2023, nowe ~~further~~had ~~payment~~a onpayable ~~this~~to ~~note~~the isentity ~~owed~~of $0 and $10,000, respectively.

OnIn ~~August~~May 222023, ~~2018,~~we ~~Fugro~~entered ~~USA~~into ~~Maine,~~a ~~Inc.~~month-to-month ~~(“Fugro”),~~agreement ~~filed~~with ~~suit~~a ~~against~~company uscontrolled inby ~~Fugro~~our ~~USA~~chief ~~Marine,~~executive ~~Inc.~~officer ~~v. Ocean Thermal Energy Corp., Cause No. 2018-56396, in the District Court~~ for ~~Harris~~shared ~~County,~~use ~~TX,~~of ~~165th~~an ~~Judicial~~office ~~District,~~and ~~seeking~~facilities ~~approximately~~at $~~500~~1,000 ~~allegedly~~per ~~owed for engineering services provided~~month. OnFor ~~June~~the ~~23,~~three ~~2020,~~months aended ~~settlement was reached under which we would pay Fugro $375,000 by~~ June 30, ~~2021.~~2024 ~~We were unable to pay the remaining balance~~ and ~~therefore entered into a second amendment to the settlement agreement extending the deadline for full payment~~2023, ~~with~~rent ~~18%~~expense ~~interest~~was ~~per annum~~$3,000 toand ~~December 31, 2021. We will continue to make regular monthly payments to Fugro of~~ $102,000 ~~per month~~, ~~until the balance owed has been paid~~respectively. WeFor ~~have recorded~~ the ~~amount~~six ofmonths ~~accrued~~ended ~~legal~~June ~~settlement as of September~~ 30, ~~2023.~~2024 ~~We have repaid $260,000~~ and ~~the balance at September 30~~2023, ~~2023~~rent expense was $~~115~~6,000, ~~with~~and ~~accrued interest of~~ $672,~~325 at September 30~~000, ~~2023~~respectively.

~~NOTE~~For 11the –six ~~RELATED-PARTY~~months ~~TRANSACTIONS~~ended June 30, 2024 and 2023, we recorded charges incurred to a company controlled by our chief executive officer for reimbursement of accounting and administrative services provided to us by an employee of that company. For the three months ended June 30, 2024 and 2023, we recorded expense of $33,522 and $29,230, respectively, to this company. For the six months ended June 30, 2024 and 2023, we recorded expense of $67,865 and $58,120, respectively, to this company. At June 30, 2024 and December 31, 2023, we had a payable to the entity of $0 and $16,493, respectively.

~~Through~~Accrued ~~May~~interest ~~31,~~on ~~2023, we incurred monthly rent of $10,000 to a company controlled by our chief executive officer under an operating lease agreement. The lease was for a one~~related-~~year term and, unless either~~ party ~~gave~~ tonotes ~~the other written notice of termination, the term would renew for a further period of one year, and so on from year to year until terminated by either party. The lease~~ was ~~terminated at May 31, 2023. For the three months ended September 30, 2023 and 2022, rent expense pursuant to this lease was~~ $~~0 and $30~~1,~~000~~030,882 ~~respectively. For the nine months ended September 30, 2023~~ and ~~2022, rent expense pursuant to this lease was~~ $50911,~~000~~830 ~~and~~at ~~$90,000,~~June ~~respectively. At September~~ 30, ~~2023~~2024 and December 31, ~~2022~~2023, ~~we had a payable to the entity of $30,000 and $70,000,~~ respectively.

InDuring ~~May~~the ~~2023,~~six wemonths ~~entered~~ended ~~into~~June a30, ~~month-to-month~~2024, ~~agreement~~we ~~with~~repaid a$540 ~~company controlled by our chief executive officer for shared use~~ of annet ~~office~~working ~~and~~capital ~~facilities~~advances atfrom ~~$1,000~~related ~~per month~~parties. ~~For~~During the ~~three~~six ~~and nine~~ months ended ~~September~~June 30, 2023, ~~rent~~we ~~expense~~received ~~was~~ $34,~~000~~248 ~~and~~in ~~$5,000,~~net ~~respectively~~working capital advances from related parties.

~~For~~During the ~~nine~~six months ended ~~September~~June 30, 2023 ~~and 2022~~, we ~~recorded~~issued ~~charges~~500 ~~incurred~~shares ~~to a company controlled by our chief executive officer for reimbursement~~ of ~~accounting~~Series ~~and~~D ~~administrative~~Preferred ~~services~~Stock ~~provided~~ to usa byrelated anparty ~~employee~~upon ofconversion ~~that company. For the three months ended September 30, 2023 and 2022, we recorded expense~~ of $2835,~~803~~303 ~~and $28,270, respectively, to this company. For the nine months ended September 30, 2023 and 2022, we recorded expense~~ of ~~$86,923~~notes and $89964,~~613,~~697 ~~respectively, to this company. At September 30, 2023 and December 31, 2022, we had a payable to the entity~~ of ~~$6,413~~related ~~and~~accrued ~~$74,070, respectively~~interest.

~~From~~During ~~time~~2022, toan ~~time~~aggregate of 847, we262 ~~enter~~shares ~~into~~of ~~loans~~common ~~and~~stock were borrowed from our chief executive officer to enable conversions of $15,000 of notes ~~payable~~and ~~with~~$1,946 of related ~~parties~~accrued interest. ~~Refer~~We tohave ~~Note~~accrued 4a liability for ~~details~~the shares to be reissued to our chief executive officer in the amount of $11,014, the fair value of the shares on ~~notes~~the ~~payable~~date ~~and~~of ~~convertible~~conversion. ~~notes~~The ~~payable~~replacement toshares ~~related~~have ~~parties~~not been issued at June 30, 2024.

~~Accrued~~NOTE ~~interest~~9 on– ~~related-party~~SUBSEQUENT ~~notes was $856,436 and $1,656,757 at September 30, 2023, and December 31, 2022, respectively.~~EVENTS

During ~~the~~November ~~nine~~and ~~months~~December ~~ended~~2024, ~~September~~we 30sold an aggregate of $70,000 ~~2023~~of convertible note units. Each unit costs $5,000 weand ~~issued~~consists ~~500~~of ~~shares~~one convertible promissory note in the amount of ~~Series~~$5,000 Dand ~~Preferred~~one ~~Stock~~warrant to apurchase ~~related~~5,000 ~~party~~shares of the Company’s common stock at an exercise price of $0.01 per share. The Notes bear interest at the rate of 10% per year, compounded annually, and are due on January 4, 2027 (the “Maturity Date”). The Notes will be converted into common stock of the Company automatically upon ~~conversion~~the Maturity Date at the lower of (a) $350.10 per share,~~303~~ or (b) 90% of ~~notes~~the Market Price, which shall be the average closing price of the Company’s common stock on the ten trading days immediately preceding the date of conversion. However, if the United States Army has issued a contract for the supply of sustainable power and ~~$964~~water from the Company-designed and built ocean thermal energy system prior to the Maturity Date,~~697~~ within five business days the Notes will automatically be converted depending on the amount of ~~related~~Notes ~~accrued~~purchased ~~interest~~by each holder.

During ~~the~~January ~~nine~~and ~~months~~February ~~ended September 30~~2025, ~~2023,~~ we ~~received~~sold an additional $355,~~978~~000 inof ~~net~~convertible ~~working~~note ~~capital~~units, ~~advances~~with ~~from~~the ~~related~~same ~~parties~~terms as described above.

During ~~2022~~2025, anwe ~~aggregate~~entered ofinto ~~847,262 shares of common~~ stock ~~were~~purchase ~~borrowed~~agreements ~~from~~with ~~our chief~~a ~~executive~~number ~~officer to enable conversions~~ of ~~notes and accrued interest~~investors. WeThe ~~have~~investors ~~accrued~~agreed ato ~~liability~~purchase ~~for~~16,375,000 ~~the~~ shares toof becommon ~~reissued~~stock, toand ~~our chief~~we ~~executive~~received ~~officer~~aggregate inproceeds ~~the amount~~ of $11242,~~014,~~500. ~~the~~To ~~fair~~date, ~~value~~no ~~of the~~ shares ~~on the date~~ of ~~conversion.~~common ~~The~~stock ~~replacement shares~~ have ~~not~~ been issued atpursuant ~~September~~to ~~30,~~these ~~2023~~agreements.

~~During~~In January 2025, the ~~nine~~Company, ~~months~~as ~~ended~~a ~~September~~subcontractor ~~30,~~to ~~2022~~Johnson Controls Government Systems, ~~our~~received ~~chief~~a ~~executive~~contract ~~officer~~award ~~converted~~to ~~$10,000~~provide ofengineering ~~notes~~designs and ~~$2,043~~feasibility ofanalysis ~~accrued~~for ~~interest~~an ~~into~~Ocean ~~six~~Thermal ~~shares~~Energy ofConversion ~~Series~~(OTEC) Dpower ~~Preferred~~system ~~Stock~~at U.S. HeArmy ~~also~~Garrison ~~purchased~~– ~~five~~Kwajalein ~~shares~~Atoll. The scope of ~~Series~~work Dincludes ~~Preferred~~technical ~~Stock~~assessments and design studies for ~~cash~~a ~~proceeds~~17.2 ofMW OTEC facility coupled with desalinated water production. The contract is valued at approximately $103.6 million and represents a significant milestone in advancing the commercialization of OTEC technology. Upon completion of this phase,~~000~~ the Company anticipates discussions with the U.S. Army regarding a potential long-term Power Purchase Agreement for system deployment.

~~During~~10 ~~the~~Table ~~nine~~of ~~months ended September 30, 2022, entities controlled by our chief executive officer advanced $38,000 to us for working capital purposes.~~Contents

NOTE 12 – SUBSEQUENT EVENTS

Subsequent to September 30, 2023,

We issued 87 shares of Series D Preferred Stock for cash proceeds of $174,000.

14 Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

Certain information included herein contains statements that may be considered forward-looking statements such as statements relating to our anticipated revenues, gross margins and operating results, estimates used in the preparation of our financial statements, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to our liquidity requirements; the continued growth of our industry; the success of marketing and sales activity; the dependence on existing management; the availability and cost of substantial amounts of project capital; leverage and debt service (including sensitivity to fluctuations in interest rates); domestic and global economic conditions; the inherent uncertainty and costs of prolonged arbitration or litigation; and changes in federal or state tax laws or the administration of such laws.

Overview

WeOcean ~~develop~~Thermal ~~projects~~Energy ~~for~~Corporation ~~renewable~~(“OTEC”) ~~power~~develops ~~generation~~and commercializes renewable energy, desalinated water ~~production~~, and ~~air~~sustainable ~~conditioning~~cooling solutions using ~~our~~its proprietary Ocean Thermal Energy Conversion (OTEC) and Seawater Air Conditioning (SWAC) technologies. ~~designed~~These tosystems extract energy from the natural temperature ~~differences~~differential between warm surface water and cold deep ocean water. Into ~~addition,~~deliver ~~our~~continuous ~~projects~~baseload ~~provide~~power ~~ancillary~~and ~~products~~clean ~~such~~water aswithout ~~potable/bottled~~reliance ~~water~~on ~~and~~fossil ~~high-profit~~fuels. ~~aquaculture~~Our solutions are particularly well suited for tropical island communities, ~~mariculture~~coastal military installations, and ~~agriculture~~developing ~~opportunities~~nations where access to reliable energy and freshwater is limited.

WeOur ~~currently~~OTEC ~~have~~systems noare ~~source~~designed for scalability and rapid deployment, supporting a range of ~~revenue~~commercial, sogovernmental, asand wehumanitarian ~~continue~~applications. In addition to ~~incur~~providing ~~costs,~~24/7 werenewable ~~are~~energy ~~dependent~~and onpotable ~~external~~water, ~~funding~~our platforms offer opportunities for ~~operations~~sustainable agriculture, aquaculture, and mariculture, contributing to local food security and economic development. WeRecent ~~cannot~~system ~~assure~~designs ~~that~~also ~~such~~integrate ~~funding~~with ~~will~~SWAC betechnology ~~available~~to ~~or,~~enable ifdistrict-level ~~available~~air conditioning using deep ocean water, ~~can~~significantly bereducing ~~obtained~~energy onconsumption ~~acceptable~~and orcarbon ~~favorable~~emissions ~~terms~~in urban and resort environments.

~~Our~~We ~~operating~~are ~~expenses~~currently ~~consist~~executing ~~principally~~a of$3.5 ~~expenses~~million ~~associated~~U.S. ~~with~~Army ~~the~~engineering ~~development~~and ofdesign ~~our~~contract ~~projects~~in ~~until~~partnership wewith ~~determine~~Johnson ~~that~~Controls afor ~~particular~~the ~~project is feasible~~U.S. ~~Salaries~~Army ~~and~~Garrison-Kwajalein ~~wages~~Atoll ~~consist primarily of employee salaries~~ and ~~wages,~~are ~~payroll~~actively ~~taxes,~~expanding ~~and~~into ~~health~~additional ~~insurance.~~Indo-Pacific ~~Our~~markets ~~professional~~such ~~fees~~as ~~are related to consulting~~Guam, ~~engineering,~~Diego ~~legal~~Garcia, ~~investor relations, outside accounting,~~ and ~~auditing~~the ~~expenses~~Northern Marianas. ~~General~~Our ~~and~~project ~~administrative~~pipeline ~~expenses~~also ~~include~~includes ~~travel,~~commercial ~~insurance,~~engagements ~~rent,~~in ~~marketing,~~the ~~and~~Caribbean ~~miscellaneous office expenses. The interest expense includes interest~~ and ~~discounts~~Southeast ~~related~~Asia, toincluding ~~our~~India ~~loans~~ and ~~notes payable~~Indonesia.

~~Agreement~~Although we have not generated any revenue since inception, we are transitioning from research and development to ~~Sell~~contract ~~Subsidiary~~execution and revenue-generating power purchase agreements. We continue to rely on external funding to support operations, project development, and corporate initiatives, including a planned NYSE uplisting. There can be no assurance that such uplisting or funding will be available or that it can be obtained on acceptable terms.

On August 25, 2022, we entered into a Stock Purchase Agreement to sell OCEES International, Inc., our wholly owned subsidiary (“OCEES”), to Epaphus Global Energy, LLC (“Epaphus”). Epaphus is controlled by Jeremy Feakins, our chief executive officer and a director. The transaction was approved unanimously by our directors who do not have an interest in the transaction.

In exchange for the sale of OCEES, we will receive:

· $1,000,000 in the form of canceled amounts owed by us to certain individuals, including Mr. Feakins, who have assigned their right to receive those payments to Epaphus; · $75,000 in cash per month for 12 months following the date of the purchase agreement; and · 70% of the net profit of any currently contemplated project to build an ocean thermal energy conversion power plant entered into by OCEES.

Because the purchase agreement had not closed as of September 30, 2023, or through the date of filing of this report, the transaction has not been reflected in our financial statements at September 30, 2023.

Results of Operations

Comparison of Three Months Ended ~~September~~June 30, ~~2023~~2024 and ~~2022~~2023

WeDuring ~~had no revenue in~~ the three months ended ~~September~~June 30, ~~2023~~2024, we had salaries and ~~2022~~compensation of $234,054, compared to salaries and compensation of $217,149 during the same three-month period for 2023, an increase of 7.78%.

During the three months ended ~~September~~June 30, 2024 and 2023, we ~~had~~recorded ~~salaries~~professional ~~and compensation~~fees of $~~221~~117,~~498~~305 and $105,340, ~~compared~~respectively, toan ~~salaries~~increase ~~and~~of ~~compensation~~11.36%. Beginning with the first quarter of ~~$202~~2024,~~833~~ ~~during~~our professional fees increased as the ~~same~~Company ~~three-month~~began ~~period~~pursuing ~~for~~completing ~~2022~~its securities filings, ancontinued ~~increase~~development of 9existing projects and relationship development.~~2%.~~

~~During~~We incurred general and administrative expenses of $35,024 during the three months ended ~~September~~June 30, ~~2023~~2024, ~~and~~compared ~~2022~~to $40,113 wefor ~~recorded~~the ~~professional~~same ~~fees~~three-month ofperiod ~~$147,689~~for ~~and $148~~2023,~~990,~~ ~~respectively,~~ a decrease of 012.969%. ~~Decreases in legal fees were partially offset by increases in accounting and consulting fees. Accounting fees increased during the period~~ due to ~~the~~multiple ~~timing~~factors ofincluding ~~the~~cost ~~audit~~cutting ~~and~~efforts ~~reviews~~by ~~of our financial statements~~management.

WeOur ~~incurred~~interest ~~general~~expense ~~and~~was ~~administrative expenses of~~ $32602,~~361~~833 ~~during~~for the three months ended ~~September~~June 30, ~~2023~~2024, compared to $38559,~~367~~100 for the same ~~three-month~~ period for ~~2022~~2023, aan ~~decrease~~increase of ~~15.~~7.82%. AThis ~~decrease~~change inwas ~~rent~~due ~~expense~~to ~~was~~increased ~~partially~~debt ~~offset~~and byhigher ~~increases~~interest inrates ~~travel~~on ~~and~~defaulted ~~other~~notes ~~corporate expenses~~payable.

~~Our~~There ~~interest~~was ~~expense~~no ~~was~~debt ~~$558,753~~discount amortization for the three months ended ~~September~~June 30, ~~2023~~2024, compared to $~~462~~33,~~514~~174 for the same period ~~for~~of ~~2022,~~the anprevious ~~increase of 20~~year.~~8%.~~ ~~This~~The ~~change~~decrease ~~was~~is due to anfull ~~increase~~amortization inof ~~debt~~discount ~~and~~on ~~higher~~debt ~~interest~~that ~~rates~~became ondue ~~defaulted~~during ~~notes~~the periods.

15There ~~Table~~was an decrease in the fair value of ~~Contents~~the derivative liability of $7,309,946 during the three months ended June 30, 2024, compared to a $1,662,631 increase for the 2023 period, a 539.66% increase period over period, such increase resulting primarily from the changes in the market value of our common stock during the periods.

~~Our~~Comparison ~~debt discount amortization was $22,332 for the three months ended September 30, 2023, compared to $52,513 for the same period~~ of ~~the~~Six ~~previous~~Months ~~year.~~Ended ~~The~~June decrease of 57.5% is due to full amortization of discount on debt that became due during the periods. There was an increase in the fair value of the derivative liability of $334,752,682 during the three months ended September 30, ~~2023,~~2024 ~~compared~~and ~~to a $1,551,657 increase for the 2022 period, the increase in~~ 2023 resulting primarily from a sharp drop in the market value of our common stock during the current period, along with an increase in derivative related debt. There was no gain on the conversion of debt during the three months ended September 30, 2023, as compared to $16,263 in the same period of 2022.

~~Comparison~~During ofthe ~~Nine~~six ~~Months~~months ~~Ended~~ended ~~September~~June 30, ~~2023~~2024, we had salaries and ~~2022~~compensation of $466,864, compared to salaries and compensation of $444,077 during the same six-month period for 2023, an increase of 2.6%.

WeDuring ~~had no revenue in~~ the ~~nine~~six months ended ~~September~~June 30, 2024 and 2023, we recorded professional fees of $272,175 and ~~2022~~$196,677, respectively, an increase of 38.39%. Beginning with the first quarter of 2024, our professional fees increased as the Company began pursuing completing its securities filings, continued development of existing projects and relationship development.

We11 ~~had~~Table ~~miscellaneous services income~~ of ~~$12,000 during the nine months ended September 30, 2023, with no income in the 2022 period.~~Contents

~~During~~We ~~the~~incurred ~~nine~~general ~~months~~and ~~ended~~administrative ~~September~~expenses ~~30,~~of ~~2023~~$55,708 weduring ~~had~~the ~~salaries~~six ~~and~~months ~~compensation~~ended ofJune ~~$665~~30,~~575~~ 2024, compared to ~~salaries and compensation of~~ $~~613~~85,~~096~~673 ~~during~~for the same ~~nine~~six-month period for ~~2022~~2023, ana ~~increase~~decrease of 834.698% due to multiple factors including cost cutting efforts by management.

~~During~~Our interest expense was $1,228,389 for the ~~nine~~six months ended ~~September~~June 30, ~~2023 and 2022~~2024, wecompared ~~recorded~~to ~~professional~~$1,096,242 ~~fees~~for ofthe ~~$344,366~~same ~~and~~period ~~$423,418,~~for ~~respectively~~2023, aan ~~decrease~~increase of 1812.705%. ~~During~~This ~~the~~change ~~first~~was ~~nine months of 2023, our legal fees were less~~ due to ~~decreased~~increased ~~expense~~debt ~~related~~and tohigher ~~the~~interest ~~continuing~~rates ~~Memphis~~on ~~litigation~~defaulted ~~issues~~notes payable.

WeThere ~~incurred~~was ~~general~~no ~~and~~debt ~~administrative~~discount ~~expenses~~amortization offor ~~$118,034 during~~ the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024, compared to $~~130~~65,~~019~~969 for the same ~~nine-month~~ period ~~for~~of ~~2022,~~the aprevious ~~decrease of 9~~year.~~2%.~~ AThe decrease inis ~~rent~~due ~~expense~~to ~~was~~full ~~partially~~amortization ~~offset~~of bydiscount ~~increases~~on indebt ~~travel~~that ~~and~~became ~~other~~due ~~corporate~~during ~~expenses~~the periods.

~~Our~~There ~~interest~~was ~~expense~~an ~~was~~increase in the fair value of the derivative liability of $13,~~609~~172,~~876~~160 ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024, compared to a $1,~~344~~389,~~836~~220 increase for the ~~same~~2023 period ~~for 2022~~, ana 128.34% increase ofperiod ~~19.7%.~~over ~~This~~period, ~~change~~such ~~was~~increase ~~due~~resulting toprimarily anfrom ~~increase~~the changes in ~~debt~~the ~~and~~market ~~higher~~value ~~interest~~of ~~rates~~our oncommon ~~defaulted~~stock ~~notes~~during the periods.

~~Our~~We ~~debt~~recognized ~~discount~~gain ~~amortization was $88,301 for the nine months ended September 30, 2023, compared to $176,829 for the same period of the previous year. The decrease of 50.1% is due to full amortization of discount~~ on ~~debt~~conversion ~~that became due during the periods. There was an increase in the fair value~~ of ~~the~~notes ~~derivative~~payable ~~liability~~ of $~~336~~30,~~141,902~~303 during the ~~nine~~quarter ~~months~~ ended ~~September~~June 30, ~~2023~~2024, compared to a $~~3,374,400~~22 ~~increase for the 2022 period, the increase~~ in ~~2023 resulting primarily from a sharp drop in~~ the market value of our common stock during the current period, along with an increase in derivative related debt. There was a gain of $22 on the conversion of debt during the nine months ended September 30, 2023, ~~as compared to $51,862 in the same~~ period ~~of 2022~~.

Liquidity and Capital Resources

At ~~September~~June 30, ~~2023~~2024, our principal source of liquidity consisted of $65115,~~187~~771 of cash, as compared to $1115,~~404~~149 of cash at December 31, ~~2022~~2023. At ~~September~~June 30, ~~2023~~2024, we had negative working capital (current assets minus current liabilities) of ~~approximately~~ $~~373 million~~48, ~~which includes a derivative liability of approximately $343 million~~611,734. In addition, our stockholders’ ~~deficiency~~deficit was ~~approximately~~ $~~373~~48,611,734 ~~million~~ at ~~September~~June 30, ~~2023~~2024, compared to stockholders” ~~deficiency~~deficit of $3643,~~199~~931,~~026~~991 at December 31, 2022, an increase in the deficiency of approximately $337 million, resulting from a loss of approximately $339 million for the nine-month period ($336 million of which was from the change in value of our derivative liability), partially offset by an increase in equity resulting from the issuance of preferred stock in the amount of $1,674,0002023. We are focusing our efforts on promoting and marketing our technology by developing and executing contracts. We are exploring external funding alternatives, as our current cash is insufficient to fund operations for the next 12 months.

Our operations used net cash of $~~546~~313,~~995~~538 during the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024, as compared to using net cash of $~~301~~297,~~643~~955 during the ~~nine~~six months ended ~~September~~June 30, ~~2022, an increase of 81~~2023.~~3%.~~ The increase in net cash used in operations is primarily due to ~~the~~our ~~overall increase in~~ net loss ~~of approximately $333 million and the change in accounts payable and accrued expenses of $0.03 million,~~ partially offset by the increase in the change in the fair value of derivative liability, ~~and~~a ~~other~~gain ~~noncash~~on ~~items~~debt ofconversion ~~$333~~and ~~million,~~an asincrease ~~compared~~in toaccounts ~~the~~payable ~~2022~~and ~~period~~accrued expenses.

Financing activities provided cash of $~~610~~314,~~778~~160 ~~for our operations~~ during the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024, as compared to $~~308~~351,~~000~~648 for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023. During the ~~nine~~six months ended ~~September~~June 30, 2024 and 2023, we received ~~$612,000~~cash in proceeds from the sale of preferred stock, ~~and~~which wewas ~~received $270,000 from~~ the ~~sale~~primary offinancing ~~preferred~~activity ~~stock in the 2022 period. Repayments of notes payable were $5,200 for the 2023 period. We also received working capital advances from related parties of $3,978~~ during the ~~nine months ended September 30, 2023, and received $38,000 of advances in the 2022~~ period.

The accompanying unaudited condensed consolidated financial statements have been prepared on the assumption that we will continue as a going concern. We have experienced recurring operating losses since inception and we had a net loss of ~~approximately~~ $~~339~~5,164,993 ~~million~~ and used $~~546~~313,~~995~~538 of cash in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024. We had a working capital deficiency of ~~approximately~~ $~~373~~48,611,734 ~~million~~ and a stockholders’ ~~deficiency~~deficit of ~~approximately~~ $~~373~~111,246,326 ~~million~~ as of ~~September~~June 30, ~~2023~~2024. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to ~~generate~~increase sales and obtain external funding for our projects under development. We continue to apply for grant funding from the U.S. Department of Energy. Our applications focus on desalinated water, ammonia, and hydrogen production from an OTEC facility. On March 11, 2022, President Biden signed a bill that provides $162 million for Water Power Technologies Office budget. About $112 million of that money is slated for marine energy. We plan to apply for funding to support projects where our technology would apply. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

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

Critical Accounting Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with those accounting principles requires management to use judgment in making estimates and assumptions based on the relevant information available at the end of each period. These estimates and assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses, as well as the disclosure of contingent assets and liabilities because they result primarily from the need to make estimates and assumptions on matters that are inherently uncertain. Actual results may differ from these estimates. If updated information or actual amounts are different from previous estimates, the revisions are included in our results for the period in which they become known.

Management believes there have been no significant changes during the six months ended June 30, 2024, to the items that we disclosed as our critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Recent Accounting Pronouncements

Information concerning recently issued accounting pronouncements is set forth in Note 2 of our notes to unaudited condensed consolidated financial statements appearing elsewhere in this report.

16 Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Table of Contents

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us, in the reports that we file or submit to the SEC under the Exchange Act, is recorded, processed, summarized, and reported within the periods specified by the SEC’s rules and forms and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of ~~September~~June 30, ~~2023~~2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of ~~September~~June 30, ~~2023~~2024, our disclosure controls and procedures were not effective to provide reasonable assurance because certain deficiencies involving internal controls constituted material weaknesses. The material weaknesses identified did not result in the restatement of any previously reported financial statements or any other related financial disclosure, and management does not believe that the material weaknesses had any effect on the accuracy of our financial statements for the current reporting period.

Limitations on Effectiveness of Controls

A system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the system will meet its objectives. The design of a control system is based, in part, upon the benefits of the control system relative to its costs. Control systems can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. In addition, over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Also, the design of any control system is based in part upon assumptions about the likelihood of future events.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended ~~September~~June 30, ~~2023~~2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1713 Table of Contents

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings and regulatory proceedings arising from operations. We establish reserves for specific liabilities in connection with legal actions that management deems to be probable and estimable. Certain of such lawsuits, claims and proceedings are described in our Annual Report on Form 10-K for the year ended December 31, 2023, and addressed in Note 7 to the unaudited interim financial statements included herein. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s results of operations for that period.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

During the ~~three~~six months ended ~~September~~June 30, ~~2023~~2024, we issued ~~131~~5,641,655 shares of ~~preferred~~common stock ~~for~~upon ~~the~~conversion ~~cash proceeds~~ of $~~262~~30,~~000~~747 of convertible notes payable.

During the six months ended June 30, 2024, we issued 158 shares of Series D Preferred Stock for cash proceeds of $316,000.

These securities were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. The investor is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, and confirmed the foregoing and acknowledged, in writing, that the securities were acquired and will be held for investment. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

On December 1, 2007, we borrowed funds from the Eastern Idaho Development Corporation (the EIDC loan). The interest rate is 7%, and the maturity date was September 1, 2015. The loan principal is $85,821 and the accrued interest is $6871,~~350~~404 as of ~~September~~June 30, ~~2023~~2024. This note is in default.

On September 25, 2009, we borrowed funds from the Pocatello Development Authority. The interest rate is 5%, and the maturity date was October 25, 2011. The loan principal is $50,000 and the accrued interest is $3234,~~782~~503 as of ~~September~~June 30, ~~2023~~2024. This note is in default.

On December 23, 2009, we borrowed funds from SICOG (EDA-#273 loan). The interest rate is 7%, and the maturity date was December 23, 2014. The loan principal is $7977,~~075~~030 and the accrued interest is $3841,~~898~~657 as of ~~September~~June 30, ~~2023~~2024. This note is in default.

On14 ~~December~~Table ~~23, 2009, we borrowed funds from SICOG (MICRO I-#274 loan). The interest rate is 7%, and the maturity date was December 23, 2014. The loan principal is $21,678 and the accrued interest is $9,183 as~~ of ~~September 30, 2023. This note is in default.~~Contents

On December 23, 2009, we borrowed funds from SICOG (MICRO III-#~~275~~274 loan). The interest rate is 7%, and the maturity date was December 23, 2014. The loan principal is $21,~~668~~401 and the accrued interest is $109,~~865~~947 as of ~~September~~June 30, ~~2023~~2024. This note is in default.

~~During~~On ~~2012~~December 23, 2009, we ~~issued~~borrowed afunds ~~note~~from ~~payable~~SICOG ~~for~~(MICRO ~~$1,000,000~~II-#275 loan). The ~~note had an~~ interest rate ofis 107% ~~per annum~~, ~~was secured by a first lien in all of our assets,~~ and ~~was due on February 3, 2015. On March 6, 2018,~~ the ~~note was amended to extend the due date to December 31, 2018. On March 29, 2019, the~~ maturity date ~~of the note~~ was ~~extended to~~ December 3123, ~~2019~~2014. AsThe ofloan ~~September~~principal ~~30,~~is ~~2023~~$21,391 and the ~~outstanding~~accrued ~~note~~interest ~~balance~~is ~~was~~ $111,~~000,000,~~629 ~~plus~~as ~~accrued interest~~ of $1June 30,~~118,615~~ 2024. This note is in default.

During ~~2013~~2012, we issued a note payable for $~~290~~1,000,000. inThe ~~connection~~note ~~with~~had ~~the~~an ~~reverse~~interest ~~merger~~rate ~~transaction~~of ~~with~~10% ~~Broadband~~per ~~Network Affiliates~~annum, ~~Inc.~~was Wesecured ~~have~~by ~~determined~~a ~~that~~first nolien ~~further~~in ~~payment~~all of ~~principal~~our orassets, ~~interest~~and was due on ~~this~~February ~~note~~3, ~~should~~2015. beOn ~~made~~March ~~because~~6, 2018, the note ~~holder~~was ~~failed~~amended to ~~perform~~extend ~~his~~the ~~underlying~~due ~~obligations~~date ~~giving rise~~ to ~~this~~December ~~note. As described in Note 7~~31, ~~the~~2018. ~~note~~On ~~holder~~March ~~filed suit on May 21~~29, 2019, ~~and we remain confident that~~ the ~~court~~maturity ~~will~~date ~~decide~~of ~~in our favor by either voiding~~ the note orwas ~~awarding~~extended ~~damages sufficient~~ to ~~offset~~December ~~the~~31, ~~note value~~2019. As of ~~September~~June 30, ~~2023~~2024, the outstanding note balance ~~outstanding~~ was $~~130~~1,000,000, ~~and~~plus ~~the~~ accrued interest as of ~~that date was~~ $~~100~~1,~~951~~208,333. This note is in default.

OnDuring ~~January 18~~2013, ~~2018,~~we ~~Jeremy~~issued P.a ~~Feakins~~note &payable ~~Associates,~~for ~~LLC~~$290,000 anin ~~investment~~connection ~~entity~~with ~~owned~~the byreverse ~~our~~merger ~~chief~~transaction ~~executive,~~with ~~chief~~Broadband ~~financial~~Network ~~officer~~Affiliates, ~~and~~Inc. aWe ~~director,~~have ~~agreed~~determined tothat ~~extend~~no ~~the~~further ~~due~~payment ~~date~~of ~~for~~principal ~~repayment~~or ofinterest aon ~~$2,265,000~~this note ~~issued~~should inbe ~~2014~~made tobecause the ~~earlier~~note ofholder ~~December~~failed ~~31,~~to ~~2018,~~perform orhis ~~the~~underlying ~~date~~obligations ofgiving ~~the~~rise ~~financial~~to ~~closings~~this ofnote. ~~our~~As ~~Baha~~described ~~Mar~~in ~~project~~Note ~~(or~~7, ~~any~~the ~~other~~note ~~project~~holder offiled ~~$25~~suit ~~million~~on orMay ~~more)~~21, ~~whichever~~2019, ~~occurs~~and ~~first.~~we Inremain ~~January~~confident ~~2023~~that wethe ~~issued~~court ~~500~~will ~~shares~~decide ofin ~~preferred~~our ~~stock~~favor ~~upon~~by ~~conversion~~either ofvoiding ~~$35,303~~the ofnote ~~principal~~or ~~and~~awarding ~~$964,697~~damages ofsufficient ~~accrued~~to ~~interest~~offset the note value. As of ~~September~~June 30, ~~2023~~2024, the note balance outstanding was $1130,~~067~~000,~~197~~ and the accrued interest as of that date was $80106,~~929~~237. This note is in default.

~~During~~On ~~2014~~January 18, we2018, ~~issued~~Jeremy ~~notes~~P. ~~payable~~Feakins & Associates, LLC, an investment entity owned by our chief executive, chief financial officer, and a director, agreed to extend the due date for repayment of a $~~300~~2,265,000. ~~Accrued~~note ~~interest~~issued ~~totaled~~in ~~$564,945~~2014 asto the earlier of ~~September~~December 3031, ~~2023.~~2018, Asor the date of ~~September~~the 30financial closings of our Baha Mar project (or any other project of $25 million or more), whichever occurs first. In January 2023 we issued 500 shares of preferred stock upon conversion of $35,303 ~~the~~of ~~notes~~principal ~~are~~and in$964,697 ~~default~~of accrued interest. WeAs ~~intend~~of toJune ~~repay~~30, 2024, the ~~notes~~note balance was $1,067,197 and the accrued interest ~~upon~~was ~~the~~$135,178. ~~project’s~~This ~~financial~~note ~~closing~~is in default.

WeDuring ~~have a $50~~2013,~~000~~ ~~promissory~~we ~~note~~issued ~~with~~notes ~~an unaffiliated investor that was~~ payable onaggregating ~~April 7~~$158,334 ~~2019.~~bearing ~~The note and accrued~~ interest ~~can~~at be13% ~~converted~~per ~~into~~year ~~our~~with ~~common stock at~~ a ~~conversion~~maturity ~~rate~~date of ~~$0.75~~October ~~per~~31, ~~share at any time prior to the repayment~~2023. ~~This~~Outstand ~~conversion~~principal ~~price~~ is ~~not~~$158,334 ~~required~~at toJune ~~adjust~~30, ~~for~~2024 ~~the~~and ~~reverse~~accrued ~~stock split as per the note agreement. Accrued~~ interest totaled $43171,~~000~~265 as of ~~September~~June 30, ~~2023~~2024. As of ~~the~~June ~~date~~30, ~~of this report~~2024, the ~~note~~notes isare in default. We intend to repay the notes and accrued interest upon the project’s financial closing.

During ~~the third quarter of 2017~~2014, we ~~completed~~issued anotes payable of $2300,000~~,000 convertible promissory note private placement offering~~. ~~The~~Accrued ~~terms of the note are as follows: (i)~~ interest istotaled payable at 6% per annum; (ii) payable two years after purchase; and (iii) all principal and interest on each note automatically converts on the conversion maturity date into shares of our common stock at a conversion price of $~~4.00 per share~~598,495 as ~~long as the closing share price~~ of ~~our~~June ~~common stock on the trading day immediately preceding the conversion maturity date is at least $4.00~~30, ~~as adjusted for stock splits, stock dividends, reclassification, and the like~~2024. IfAs ~~the price~~ of ~~our~~June ~~shares~~30, ~~on such date is less than $4.00 per share~~2024, the ~~note~~notes ~~(principal~~are ~~and interest) will be repaid~~ in ~~full~~default. ~~During~~We ~~the~~intend ~~third~~to ~~quarter~~repay ~~of 2019, $15,000 of~~ the ~~note was repaid. As of September 30, 2023, the outstanding balance of these~~ notes ~~was~~and ~~$65,000, plus~~ accrued interest ofupon ~~$24,227.~~the ~~The~~project’s ~~notes~~financial ~~are in default~~closing.

18We ~~Table~~have a $50,000 promissory note with an unaffiliated investor that was payable on April 7, 2018. The note and accrued interest can be converted into our common stock at a conversion rate of ~~Contents~~$0.75 per share at any time prior to the repayment. This conversion price is not required to adjust for the reverse stock split as per the note agreement. Accrued interest totaled $75,889 as of June 30, 2024. As of the date of this report, the note is in default.

OnDuring ~~November~~the 6,third quarter of 2017, we ~~entered~~completed ~~into an agreement and promissory note with JPF Venture Group, Inc.., an investment entity owned by our chief executive, chief financial officer, and~~ a ~~director, to loan up to~~ $2,000,000 toconvertible uspromissory note private placement offering. The terms of the note are as follows: (i) interest is payable at 106% per annum; (ii) ~~all~~payable ~~unpaid~~two ~~principal~~years after purchase; and (iii) all ~~accrued~~principal and ~~unpaid~~ interest ison ~~due~~each ~~and~~note ~~payable~~automatically atconverts on the ~~earliest~~conversion maturity date into shares of our common stock at a ~~resolution~~conversion price of $4.00 per share, as long as the ~~Memphis~~closing ~~litigation~~share (price of our common stock on the trading day immediately preceding the conversion maturity date is at least $4.00, as ~~defined~~adjusted ~~therein)~~for stock splits, ~~December~~stock 31dividends, ~~2018~~reclassification, orand ~~when~~the welike. ~~are~~If ~~otherwise~~the ~~able~~price toof ~~pay~~our shares on such date is less than $4.00 per share, the note (principal and interest) will be repaid in full. During the third quarter of 2019, $15,000 of the note was repaid. As of ~~September~~June 30, ~~2023~~2024, the outstanding ~~note~~ balance of these notes was $~~543~~65,~~093~~000, ~~and~~plus ~~the~~ accrued interest ~~was~~of $~~350~~26,~~610~~182. ~~This~~The ~~note~~notes isare in default.

InOn ~~December~~November 6, 2017, we entered into aan ~~series~~agreement ofand ~~unsecured~~ promissory ~~notes~~note ~~and~~with ~~warrant~~JPF ~~purchase~~Venture ~~agreements~~Group, ~~with~~Inc.., ~~accredited~~an ~~investors.~~investment ~~These~~entity ~~notes~~owned ~~accrue~~by ~~interest~~our atchief executive, chief financial officer, and a ~~rate~~director, to loan up to $2,000,000 to us. The terms of the note are as follows: (i) interest is payable at 10% per annum; ~~payable~~(ii) onall aunpaid ~~quarterly~~principal ~~basis~~and all accrued and ~~are~~unpaid ~~not~~interest ~~convertible~~is ~~into~~due ~~shares~~and payable at the earliest of ~~our~~a ~~capital~~resolution ~~stock~~of the Memphis litigation (as defined therein), December 31, 2018, or when we are otherwise able to pay. As of ~~September~~June 30, ~~2023~~2024, the ~~balance~~outstanding ofnote ~~the~~balance ~~notes outstanding~~ was $~~859~~543,~~156~~093 and the accrued interest was $~~446~~378,~~842~~217. ~~These~~This ~~notes~~note ~~are~~is in default.

~~During~~In ~~the~~December ~~year~~2017, ~~ended~~we ~~December~~entered ~~31,~~into ~~2018,~~a weseries ~~borrowed~~of ~~$482,222~~unsecured ~~from~~promissory L2notes ~~Capital~~and inwarrant ~~five~~purchase ~~separate~~agreements ~~tranches~~with accredited investors. ~~The~~These notes accrue interest at a rate isof 820%, ~~and~~per ~~the~~annum ~~maturity~~payable ~~dates~~on ~~are~~a ~~three~~quarterly ~~months~~basis ~~from~~and ~~the~~are ~~date~~not convertible into shares of ~~issue.~~our ~~The~~capital ~~outstanding~~stock. ~~loan~~As ~~balance~~of ~~was~~June $130,~~161~~ 2024,~~136,~~ ~~which~~the ~~includes~~balance of the ~~default~~notes ~~penalty~~outstanding was $859,156 and the accrued interest was $1891,~~623,050 as of September 30, 2023~~217. These notes are in default.

OnDuring ~~December 14, 2018, L2 Capital LLC purchased our note payable from Collier Investments, LLC. The total consideration was $371,250, including~~ the ~~outstanding~~year ~~note~~ended ~~balance~~December ~~of $281~~31,~~250,~~ ~~the accrued interest of $33~~2018,~~750,~~ ~~and~~we ~~liquidated~~borrowed ~~damages of~~ $56482,~~250.~~222 ~~There~~from ~~was also a default penalty of $153,123. In addition, we issued 400,000 shares of common stock to~~ L2 Capital, ~~LLC as commitment shares with a fair value of $21,200~~ in ~~connection~~five ~~with~~separate ~~the purchase of the note~~tranches. WeThe ~~executed a convertible note with L2 Capital in the amount of $371,250 with an~~ interest rate ofis 128% ~~per annum. The maturity date of the note was December 22~~, ~~2018.~~and ~~The holder of~~ the ~~note~~maturity ~~can~~dates ~~convert~~are ~~the~~three ~~note,~~months orfrom ~~any portion of it, into shares of common stock at any time after~~ the ~~issuance~~ date. ~~The conversion price is 65%~~ of ~~the market price, which is defined as the lowest trading price for our common stock during the 20-trading-day period prior to the conversion date~~issue. AsThe ~~of September 30, 2023, the~~ outstanding ~~note~~loan balance was $~~578~~1,~~075~~161,136, which includes athe default penalty, and the accrued interest was $1,~~412~~879,~~209~~982 as of June 30, 2024. ~~This~~These ~~note~~notes isare in default.

On ~~September~~December 1914, 2018, weL2 ~~executed~~Capital aLLC purchased our note payable ~~for~~from Collier Investments, LLC. The total consideration was $10371,~~000~~250, ~~with~~including anthe ~~unrelated~~outstanding ~~party~~note ~~that~~balance ~~bears~~of $281,250, the accrued interest atof 6%$33,750, ~~per~~and ~~annum~~liquidated damages of $56,250. ~~which~~There iswas ~~due~~also ~~quarterly~~a ~~beginning~~default penalty of $153,123. In addition, we issued 400,000 shares of common stock to L2 Capital, LLC as commitment shares with a fair value of ~~September~~$21,200 30in connection with the purchase of the note. We executed a convertible note with L2 Capital in the amount of $371,250 ~~2018~~with an interest rate of 12% per annum. The maturity date ~~for~~of the note was ~~three~~December ~~years~~22, ~~after~~2018. ~~date~~The holder of ~~issuance.~~the Innote ~~addition,~~can convert the ~~lender~~note, ~~received~~or ~~warrants~~any toportion ~~purchase~~of 2it,~~000~~ into shares of common stock ~~upon~~at ~~signing~~any time after the ~~promissory~~issuance ~~note~~date. The ~~warrant~~conversion ~~can~~price beis ~~exercised~~65% atof athe market price, ~~per~~which ~~share~~is ~~equal~~defined toas athe ~~15%~~lowest ~~discount~~trading ~~from the~~ price offor our common stock onduring the ~~last~~ 20-trading -day ~~before~~period ~~such~~prior ~~purchase~~to the conversion date. As of ~~September~~June 30, ~~2023~~2024, the ~~balance~~ outstanding note balance was $10547,~~000~~328, which includes a default penalty, and the accrued interest was $31,~~062~~658,780. WeThis ~~have~~note ~~defaulted~~is in ~~payment of the note principal and the quarterly interest payments~~default.

On15 ~~August~~Table ~~14, 2019, we executed a note payable for $26,200 with an unrelated party that bears interest at 8% per annum and has a maturity date~~ of October 31, 2021. The note automatically converts into 1,310,000 shares of our common stock either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of October 31, 2021, whichever occurs first. As of September 30, 2023, the balance outstanding was $26,200, and the accrued interest was $10,623. This note is in default.Contents

InOn ~~2019~~September 19, 2018, we ~~issued~~executed a ~~series~~note ofpayable ~~convertible~~for ~~promissory~~$10,000 ~~notes~~with toan ~~accredited~~unrelated ~~investors~~party that ~~totaled~~bears ~~$105,000.~~interest Ofat ~~the~~6% ~~amount~~per ~~received~~annum, ~~$10,000~~which ~~was~~is ~~from~~due ~~our~~quarterly ~~chief~~beginning ~~executive~~as ~~officer~~of ~~and~~September ~~our~~30, ~~independent director~~2018. The ~~notes~~maturity ~~bear~~date ~~simple~~for ~~interest~~the onnote ~~outstanding~~was ~~principal~~three atyears ~~the~~after ~~rate~~date of 8%issuance. ~~per~~In ~~annum~~addition, ~~computed based on~~ the ~~actual~~lender ~~number~~received ofwarrants ~~days~~to ~~elapsed~~purchase ~~in a year of 365 days. Each $5~~2,000 ~~loan automatically converts into 250,000~~ shares of ~~our~~ common stock, ~~either~~upon atsigning the ~~time~~promissory ~~the~~note. ~~closing~~The ~~sale~~warrant ~~price~~can ~~for~~be ~~our~~exercised ~~common~~at ~~stock~~a isprice ~~equal to or greater than $1.00~~ per share, asequal ~~adjusted~~to ~~for~~a ~~stock~~15% ~~splits,~~discount ~~stock~~from ~~dividends,~~the ~~reclassification,~~price ~~and~~of ~~the~~common ~~like,~~stock oron at the ~~maturity~~last ~~date~~trading ofday ~~October~~before ~~31,~~such ~~2021, whichever comes first~~purchase. As of ~~September~~June 30, ~~2023~~2024, the ~~total~~balance outstanding ~~balances~~was ~~of all these loans are~~ $4010,000 and the accrued interest was $123,~~619~~367. ~~These~~We ~~notes~~have ~~are~~defaulted in ~~default~~payment of the note principal and the quarterly interest payments.

InOn ~~2020~~August ~~and~~14, 2019, we ~~issued~~executed a ~~series~~note ofpayable ~~convertible~~for ~~promissory notes to accredited investors aggregating~~ $~~306~~26,~~750.~~200 Ofwith ~~the amount received, $20,000 was from our chief executive officer and~~ an ~~independent~~unrelated ~~director.~~party ~~The~~that ~~notes~~bears ~~bear simple~~ interest ~~on outstanding principal~~ at ~~the rate of~~ 8% per annum, ~~computed based~~and ~~on the~~has ~~actual number of days elapsed in~~ a ~~year~~maturity date of ~~365~~October ~~days~~31, 2021. ~~Each~~The ~~$5,000~~note ~~loan~~ automatically converts into ~~250~~1,310,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of ~~January~~October 231, ~~2022~~2021, whichever ~~comes~~occurs first. As ~~September~~of June 30, ~~2023~~2024, the ~~total~~balance outstanding ~~balance of these loans~~ was $~~225~~26,~~000~~200, and the accrued interest was $6611,~~069~~937. ~~These~~This ~~notes~~note ~~are~~is in default.

In ~~2020~~2019, we issued a series of convertible promissory notes to accredited investors, ~~which~~that totaled $15105,000. Of the amount received, $10,000 was from our chief executive officer and our independent director. The notes bear simple interest on outstanding principal at the rate of 8% per annum, computed based on the actual number of days elapsed in a year of 365 days. Each $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of ~~May~~October 1231, ~~2022~~2021, whichever comes first. As of ~~September~~June 30, ~~2023~~2024, the total outstanding ~~value~~balances of all these loans ~~was~~are $1540,000 and accrued interest was $314,~~899~~224. These notes are in default.

In ~~2021~~2020 and ~~2020~~2019, we issued a series of convertible promissory notes to accredited investors aggregating $~~170~~306,750. Of the amount received, $20,000 was from our chief executive officer and an independent director. The notes bear simple interest on outstanding principal at the rate of 8% per annum, computed based on the actual number of days elapsed in a year of 365 days. Each $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of ~~September~~January 12, 2022, whichever comes first. As ~~September~~June 30, ~~2023~~2024, the total outstanding balance of these loans was $~~155~~225,000 and accrued interest was $3175,~~780~~092. These notes are in default.

In ~~2021~~2020, we issued a series of convertible promissory notes to accredited investors, ~~aggregating~~which totaled $~~285~~15,000. The notes bear simple interest on outstanding principal at the rate of 8% per annum, computed based on the actual number of days elapsed in a year of 365 days. Each $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of ~~August~~May 3012, ~~2023~~2022, whichever comes first. As ~~September~~of June 30, ~~2023~~2024, the total outstanding ~~balance~~value of these loans was $~~280~~15,000 and accrued interest was $484,~~299~~501. These notes are in default.

19In ~~Table~~2021 and 2020, we issued a series of ~~Contents~~convertible promissory notes to accredited investors aggregating $170,000. The notes bear simple interest on outstanding principal at the rate of 8% per annum, computed based on the actual number of days elapsed in a year of 365 days. Each $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of September 1, 2022, whichever comes first. At June 30, 2024, the total outstanding balance of these loans was $155,000 and accrued interest was $37,997. These notes are in default.

In 2021, we issued a series of convertible promissory notes to accredited investors aggregating $285,000. The notes bear simple interest on outstanding principal at the rate of 8% per annum, computed based on the actual number of days elapsed in a year of 365 days. Each $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of August 30, 2023, whichever comes first. At June 30, 2024, the total outstanding balance of these loans was $280,000 and accrued interest was $59,530. These notes are in default.

In 2021, we issued a $5,000 convertible promissory note to a related party. The note bears simple interest on outstanding principal at the rate of 8% per annum, computed based on the actual number of days elapsed in a year of 365 days. The $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of November 11, 2023, whichever comes first. At June 30, 2024, the total outstanding balance of this note was $5,000 and accrued interest was $956. This note is in default.

Table of Contents

ITEM 6. EXHIBITS

The following exhibits are filed as a part of this report:

ExhibitNumber*	Title of Document	Location
Item 3	Articles of Incorporation and Bylaws
3.08	Certificate of Amendment to Designation (Series D Convertible Preferred Stock) filed June 12, 2023.	Incorporated by reference from the Current Report on Form 8-K filed June 15, 2023.
Item 31	Rule 13a-14(a)/15d-14(a) Certifications
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14	This filing.
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14	This filing.
Item 32	Section 1350 Certifications
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing.
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing.
Item 101**	Interactive Data File
101.INS	XBRL Instance Document	This filing.
101.SCH	XBRL Taxonomy Extension Schema	This filing.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	This filing.
101.DEF	XBRL Taxonomy Extension Definition Linkbase	This filing.
101.LAB	XBRL Taxonomy Extension Label Linkbase	This filing.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	This filing.

All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

The XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as is expressly set forth by specific reference in such filing or document.

2017 Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	OCEAN THERMAL ENERGY CORPORATION
Date: November 14, 2023	By:	/s/ Jeremy P. Feakins
Date: October 2, 2025	By:	/s/ Jeremy P. Feakins
		Jeremy P. Feakins
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive and Financial Officer)

2118

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