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 June 30, 2023

☐ 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 September 8, 2023, issuer had 184,370,469 outstanding shares of common stock, par value $0.001.

TABLE OF CONTENTS

	Description	Page
PART I-FINANCIAL INFORMATION
Item 1	Financial Statements	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 Cash Flows	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4	Controls and Procedures	21
PART II-OTHER INFORMATION
Item 2	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	22
Item 3	Defaults upon Senior Securities	22
Item 6	Exhibits	24
	Signature	25

2

PART I - FINANCIAL INFORMATION 

ITEM 1. FINANCIAL STATEMENTS

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2023			December 31, 2022
ASSETS
Current Assets
Cash	$	55,097		$	1,404
Prepaid expenses		5,000			5,000
Total Current Assets		60,097			6,404
Total Assets	$	60,097		$	6,404
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expense	$	21,008,110		$	20,517,881
Notes payable - related party		2,294,170			2,329,473
Convertible notes payable - related party, net		116,530			114,721
Notes payable		3,653,331			3,655,932
Convertible note payable, net		2,548,811			2,531,401
Advances payable – related party, net		62,008			57,760
Derivative liability		8,384,880			6,998,262
Total Current Liabilities		38,067,840			36,205,430
Long-term Liabilities
Convertible note payable, net		-			-
Convertible notes payable - related party, net		-			-
Notes payable		-			-
Total Liabilities		38,067,840			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, 984 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		61,522,401			60,110,402
Accumulated deficit		(99,717,335	)		(96,496,618	)
Total Stockholders' Deficiency		(38,007,743	)		(36,199,026	)
Total Liabilities and Stockholders' Deficiency	$	60,097		$	6,404

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

3

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
	For the three months ended						For the six months ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Operating Expenses
Salaries and compensation	$	217,149		$	207,485		$	444,077		$	410,263
Professional fees		105,340			143,639			196,677			274,428
General and administrative		40,113			38,639			85,673			91,652
Total Operating Expenses		362,602			389,763			726,427			776,343
Loss from Operations		(362,602	)		(389,763	)		(726,427	)		(776,343	)
Other Income (Expenses)
Service income		7,000			-			12,000			-
Interest expense, net		(536,416	)		(448,069	)		(1,051,123	)		(882,322	)
Amortization of debt discount		(33,174	)		(61,517	)		(65,969	)		(124,316	)
Change in FV of derivative liability		(1,662,631	)		(54,089	)		(1,389,220	)		(1,822,743	)
Gain on conversion of debt		22			33,332			22			35,599
Total Other Income (Expense)		(2,225,199	)		(530,343	)		(2,494,290	)		(2,793,782	)
Loss Before Income Taxes		(2,587,801	)		(920,106	)		(3,226,764	)		(3,570,125	)
Provision for Income Taxes		-			-			-			-
Net Loss	$	(2,587,801	)	$	(920,106	)	$	(3,220,717	)	$	(3,570,125	)
Net Loss per Common Share – Basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Weighted Average Number of Common Shares Outstanding – Basic and diluted		184,370,469			157,502,337			184,370,469			150,912,815

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

4

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

(Unaudited)

FOR THE SIX MONTHS ENDED JUNE 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, 2021		2,818,750	$	2,819		174,370,469	$	174,371	$	59,379,402	$	(89,584,516	)	$	(30,027,924	)
Series D Preferred Stock issued for cash		135		-		-		-		270,000		-			270,000
Series D Preferred Stock issued for conversion of notes and interest		143		-		-		-		286,000		-			286,000
Common Stock issued for conversions of notes payable		-		-		5,000,000		5,000		105,000		-			110,000
Net Loss		-		-		-		-		-		(3,570,125	)		(3,570,125	)
Balance June 30, 2022 (Unaudited)		2,819,028	$	2,819		179,370,469	$	179,371	$	60,040,402	$	(93,154,641	)	$	(32,932,049	)

	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		175		-		-		-		350,000		-			350,000
Series D Preferred Stock issued for conversion of notes and interest		531		1		-		-		1,061,999		-			1,062,000
Net Loss		-		-		-		-		-		(3,220,717	)		(3,220,717	)
Balance June 30, 2023 (Unaudited)		2,819,734	$	2,820		184,370,469	$	184,371	$	61,522,401	$	(99,717,335	)	$	(38,007,743	)

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

5

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

(Unaudited)

FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022 

	Preferred Stock				Common Stock				Additional					Total
	Number of Shares		Par  Value		Number of Shares		Par  Value		Paid-in Capital		Accumulated Deficit			Stockholders’ Deficiency
Balance March 31, 2022 (Unaudited)		2,818,923	$	2,819		174,370,469	$	174,371	$	59,725,402	$	(92,234,535	)	$	(32,331,943	)
Series D Preferred Stock issued for cash		15		-		-		-		30,000		-			30,000
Series D Preferred Stock issued for conversion of notes and interest		90		-		-		-		180,000		-			180,000
Common Stock issued for conversions of notes payable		-		-		5,000,000		5,000		105,000		-			110,000
Net Loss		-		-		-		-		-		(920,106	)		(920,106	)
Balance June 30, 2022 (Unaudited)		2,819,028	$	2,819		179,370,469	$	179,371	$	60,040,402	$	(93,154,641	)	$	(32,932,049	)

	Preferred Stock				Common Stock				Additional					Total
	Number of Shares		Par  Value		Number of Shares		Par  Value		Paid-in Capital		Accumulated Deficit			Stockholders’ Deficiency
Balance March 31, 2023 (Unaudited)		2,819,573	$	2,820		184,370,469	$	184,371	$	61,200,401	$	(97,129,534	)	$	(35,741,942	)
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		-		-		-		-		-		(2,587,801	)		(2,587,801	)
Balance June 30, 2023 (Unaudited)		2,819,734	$	2,820		184,370,469	$	184,371	$	61,522,401	$	(99,717,335	)	$	(38,007,743	)

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

6

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

	2023			2022
Cash Flows From Operating Activities:
Net loss	$	(3,220,717	)	$	(3,570,125	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability		1,389,220			1,822,743
Amortization of debt discount		65,969			124,316
Gain on conversion of debt		(22	)		(35,599	)
Stock issued for second commitment fee		-			-
Changes in assets and liabilities:
Prepaid expense		-			-
Accounts payable and accrued expenses		1,467,595			1,388,564
Net Cash Used In Operating Activities		(297,955	)		(270,101	)
Cash Flows From Financing Activities:
Advances from related parties		4,248			-
Repayment of notes payable		(2,600	)		-
Proceeds from sale of preferred stock		350,000			270,000
Net Cash Provided by Financing Activities		351,648			270,000
Net increase (decrease) in cash		53,693			(101	)
Cash at beginning of period		1,404			957
Cash at End of Period	$	55,097		$	856
Supplemental disclosure of cash flow information
Cash paid for interest expense	$	2,493		$	10,293
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	$	-		$	110,000
Convertible notes payable and accrued interest converted into common stock	$	-		$	20,075
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		$	130,398

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

7

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Ocean Thermal Energy Corporation is currently in the businesses of:

· 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 GAAP.

The accompanying consolidated balance sheet at December 31, 2022 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 June 30, 2023, and for the three and six months ended June 30, 2023 and 2022, 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, as filed with 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 condensed consolidated financial statements. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any future periods.

8

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the company and its wholly-owned subsidiaries Ocean Thermal Energy Bahamas Ltd., OTE BM Ltd. and OCEES International Inc. ("OCEES"). Intercompany balances and transactions have been eliminated in consolidation. We have an effective interest of 100% in each of our subsidiaries.

Agreement to Sell Subsidiary

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 June 30, 2023, or through the date of filing of this report, it has not been reflected in these financial statements.

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.

9

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 June 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 June 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 June 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 June 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.

10

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

	Six Months Ended June 30,
	2023		2022
Shares underlying warrants outstanding		69,000		125,073
Shares underlying convertible notes outstanding		1,041,523,839		686,697,434
Shares underlying convertible preferred stock outstanding		16,687,500		16,687,500
		1,058,280,339		703,510,007

Recent Accounting Pronouncements

We have reviewed all recently issued, but not yet adopted, accounting standards to determine their effects, if any, on our consolidated results of operations, financial position, and cash flows. Based on that review, we believe that none of these pronouncements will have a significant effect on current or future earnings or operations.

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 $3,220,717 and used $297,955 of cash in operating activities for the six months ended June 30, 2023. We had a working capital deficiency of $38,007,743 and a stockholders’ deficiency of $38,007,743 as of June 30, 2023. 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.

NOTE 4 – CONVERTIBLE NOTES AND NOTES PAYABLE

During the six months ended June 30, 2023, $35,303 of related party notes and $964,697 of related accrued interest were converted into 500 shares of Series D Preferred Stock.

During the six months ended June 30, 2023, $46,750 of notes and $12,670 of related accrued interest were converted into 31 shares of Series D Preferred Stock.

During the six months ended June 30, 2022, $215,000 of notes and $66,126 of related accrued interest was converted into 143 shares of Series D Preferred Stock.

During the six months ended June 30, 2022, $20,075 of notes were converted into 5,000,000 shares of common stock.

11

The following convertible notes and notes payable were outstanding at June 30, 2023:

Date of		Maturity	Interest			In	Original		Principal at June 30,		Discount at June 30,		Carrying Amount at June 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		81,121		-		81,121		-		-		81,121		-
12/23/09		12/23/14		7.00	%	Yes		25,000		21,955		-		21,955		-		-		21,955		-
12/23/09		12/23/14		7.00	%	Yes		25,000		21,945		-		21,945		-		-		21,945		-
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		21,972		258,028		4,629		-		253,399		-
	(11)	11/30/23		8.00	%	No		5,000		5,000		599		4,401		4,401		-		-		-
	(7)	(7)		10.00	%	No		625,000		625,000		-		625,000		-		-		625,000		-
							$	9,850,598	$	8,635,413	$	22,571	$	8,612,842	$	2,410,700	$	-	$	6,202,142	$	-

12

(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		Principal at December 31,		Discount at December 31,		Carrying Amount at December 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