UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2020

[ ] 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.)

800 South Queen Street, Lancaster, PA 17603

(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

[X]

[ ]

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

[X]

[ ]

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 [X]	Smaller reporting company [X]
	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

[ ]

[X]

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

As of ~~August 13,~~November 5, 2020, issuer had 134,775,136 outstanding shares of common stock, par value $0.001.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

			September 30, 2020	December 31, 2019
	June 30, 2020	December 31, 2019	(unaudited)
ASSETS	(unaudited)
Current Assets
Cash	$25,169	$23,243	$8,500	$23,243
Prepaid expenses	21,000	20,000	10,000	20,000
Total Current Assets	46,169	43,243	18,500	43,243

Total Assets	$46,169	$43,243	$18,500	$43,243

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts payable and accrued expense	$12,311,313	$11,176,751	$12,836,037	$11,176,751
Notes payable - related party	2,345,473	2,364,473	2,335,473	2,364,473
Convertible notes payable - related party	87,500		87,500
Notes payable	3,132,903	3,001,250	3,284,774	3,001,250
Convertible note payable	2,264,120		2,264,120
Derivative liability	5,034,099	3,032,056	5,879,051	3,032,056
Total Current Liabilities	25,175,409	21,926,150	26,686,955	21,926,150

Long-term Liabilities
Convertible note payable, net	104,267	14,124	156,790	14,124
Convertible notes payable - related party, net	8,414	1,292	12,160	1,292
Notes payable	176,438	168,334	173,404	168,334
Total Liabilities	25,464,528	22,109,900	27,029,309	22,109,900

Stockholders' deficiency
Preferred Stock, Series B, $0.001 par 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
Common stock, $0.001 par value; 200,000,000 shares authorized,
134,775,136 and 134,775,136 shares issued and outstanding, respectively	134,775		134,775
Additional paid-in capital	58,259,171		58,259,171
Accumulated deficit	(83,815,124)	(80,463,422)	(85,407,574)	(80,463,422)
Total Stockholders' Deficiency	(25,418,359)	(22,066,657)	(27,010,809)	(22,066,657)

Total Liabilities and Stockholders' Deficiency	$46,169	$43,243	$18,500	$43,243

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

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	For the three months ended		For the six months ended		For the three months ended		For the nine months ended
	June 30, 2020	June 30, 2019	June 30, 2020	June 30, 2019	September 30, 2020	September 30, 2019	September 30, 2020	September 30, 2019
Operating Expenses
Salaries and wages	$208,511	$163,428	$425,539	$315,845	$206,866	$331,790	$632,405	$647,635
Professional fees	202,963	97,006	322,200	301,571	98,250	110,036	420,450	411,607
General and administrative	48,588	69,728	127,796	130,165	53,340	83,866	181,136	214,031
Stock-based compensation	-	159,337	-	159,337	-			159,337
Total Operating Expenses	460,062	489,499	875,535	906,918	358,456	525,692	1,233,991	1,432,610

Loss from Operations	(460,062)	(489,499)	(875,535)	(906,918)	(358,456)	(525,692)	(1,233,991)	(1,432,610)

Other (Expenses) Income
Interest expense, net	(326,042)	(230,395)	(646,860)	(443,098)	(337,771)	(323,717)	(984,631)	(766,815)
Amortization of debt discount	(54,412)	(9,998)	(97,264)	(23,839)	(56,271)	(596)	(153,535)	(24,435)
Change in FV of derivative liability	(1,420)	40,337	(1,732,043)	452,009	(839,952)	156,031	(2,571,995)	608,040
Total Other Expense	(381,874)	(200,056)	(2,476,167)	(14,928)	(1,233,994)	(168,282)	(3,710,161)	(183,210)

Loss Before Income Taxes	(841,936)	(689,555)	(3,351,702)	(921,846)	(1,592,450)	(693,974)	(4,944,152)	(1,615,820)

Provision for Income Taxes	-				-

Net Loss	$(841,936)	$(689,555)	$(3,351,702)	$(921,846)	$(1,592,450)	$(693,974)	$(4,944,152)	$(1,615,820)

Net Loss per Common Share Basic and Diluted	$(0.01)	$(0.01)	$(0.02)	$(0.01)	$(0.01)	$(0.01)	$(0.04)	$(0.01)

Weighted Average Number of Common Shares Outstanding	134,775,136	133,816,966	134,775,136	133,249,441	134,775,136	134,062,862	134,775,136	133,300,484

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

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Unaudited)

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2020 AND 2019

	Preferred Stock				Common Stock					Preferred Stock				Common Stock
	Series B Preferred		Series C Preferred							Series B Preferred		Series C Preferred
	Number of Shares	$0.001 Par Value	Number of Shares	$0.001 Par Value	Number of Shares	$0.001 Par Value	Additional Paid-in capital	Accumulated Deficit	Stockholders' Deficiency	Number of Shares	$0.001 Par Value	Number of Shares	$0.001 Par Value	Number of Shares	$0.001 Par Value	Additional Paid-in capital	Accumulated Deficit	Stockholders' Deficiency
Balance, December 31, 2018	-	$-	-	$-	131,038,944	$131,039	$57,683,015	$(75,583,231)	$(17,769,177)
Balance December 31, 2018										-	$-	-	$-	131,038,944	$131,039	$57,683,015	$(75,583,231)	$(17,769,177)
Stock issued for conversions of notes payable	-				2,800,000	2,800	71,547	-	74,347	-				3,238,308	3,238	81,109	-	84,347
Reclassification of derivative liabilities	-			-	-		103,412	-	103,412	-			-	-		121,527	-	121,527
Preferred stock issued for cash	62,500	63	-	-	-		24,937	-	25,000	518,750	519	-	-	-		206,981	-	207,500
Preferred stock issued for services	-		2,300,000	2,300	-		157,037	-	159,337	-		2,300,000	2,300	-		157,037	-	159,337
Net Loss		-		-	-			(921,846)	(921,846)	-	-	-	-	-	-		(1,615,820)	(1,615,820)
Balance, June 30, 2019 (unaudited)	62,500	$63	2,300,000	$2,300	133,838,944	$133,839	$58,039,948	$(76,505,077)	$(18,328,927)
Balance September 30, 2019 (unaudited)										518,750	$519	2,300,000	$2,300	134,277,252	$134,277	$58,249,669	$(77,199,051)	$(18,812,286)

Preferred Stock

Common Stock

Series B Preferred

Series C Preferred

Number of
Shares

$0.001
Par Value

Number of
Shares

$0.001
Par Value

Number of
Shares

$0.001
Par Value

Additional
Paid-in capital

Accumulated
Deficit

Stockholders'
Deficiency

Balance, December 31, 2019
  518,750
$519
  2,300,000
$2,300
  134,775,136
$134,775
$58,259,171
$(80,463,422)
$(22,066,657)
Net Loss
  -
  -
  -
  -
  -
  -
  -
  (3,351,702)
  (3,351,702)
Balance, June 30, 2020 (unaudited)
  518,750
$519
  2,300,000
$2,300
  134,775,136
$134,775
$58,259,171
$(83,815,124)
$(25,418,359)

	Preferred Stock				Common Stock
	Series B Preferred		Series C Preferred
	Number of Shares	$0.001 Par Value	Number of Shares	$0.001Par Value	Number of Shares	$0.001 Par Value	Additional Paid-in capital	Accumulated Deficit	Stockholders' Deficiency
Balance December 31, 2019	518,750	$519	2,300,000	$2,300	134,775,136	$134,775	$58,259,171	$(80,463,422)	$(22,066,657)
Net Loss	-	-	-	-	-	-	-	(4,944,152)	(4,944,152)
Balance September 30, 2020 (unaudited)	518,750	$519	2,300,000	$2,300	134,775,136	$134,775	$58,259,171	$(85,407,574)	$(27,010,809)

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

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Unaudited)

FOR THE THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2020 AND 2019

	Preferred Stock				Common Stock					Preferred Stock				Common Stock
	Series B Preferred		Series C Preferred							Series B Preferred		Series C Preferred
										Number of Shares	$0.001 Par Value	Number of Shares	$0.001 Par Value	Number of Shares	$0.001 Par Value	Additional Paid in capital	Accumulated Deficit	Stockholders' Deficiency
	Number of Shares	$0.001 Par Value	Number of Shares	$0.001 Par Value	Number of Shares	$0.001 Par Value	Additional Paid in capital	Accumulated Deficit	Stockholders' Deficiency
Balance, March 31, 2019 (unaudited)	-	$-	-	$-	132,838,944	$132,839	$57,796,595	$(75,815,522)	$(17,886,088)
Balance June 30, 2019 (unaudited)										62,500	$63	2,300,000	$2,300	133,838,944	$133,839	$58,039,948	$(76,505,077)	$(18,328,927)
Common stock issued for conversions of notes payable	-				1,000,000	1,000	23,733	-	24,733	-				438,308	438	9,562	-	10,000
Preferred stock issued for cash										456,250	456	-		-		182,044	-	182,500
Reclassification of derivative liabilities	-						37,646	-	37,646	-						18,115	-	18,115
Preferred stock issued for cash	62,500	63	-		-		24,937	-	25,000
Preferred stock issued for services	-		2,300,000	2,300	-		157,037	-	159,337
Net Loss	-						-	(689,555)	(689,555)	-	-	-	-	-	-		(693,974)	(693,974)
Balance, June 30, 2019 (unaudited)	62,500	$63	2,300,000	$2,300	133,838,944	$133,839	$58,039,948	$(76,505,077)	$(18,328,927)
Balance September 30, 2019 (unaudited)										518,750	$519	2,300,000	$2,300	134,277,252	$134,277	$58,249,669	$(77,199,051)	$(18,812,286)

Preferred Stock

Common Stock

Series B Preferred

Series C Preferred

Number of
Shares

$0.001
Par Value

Number of
Shares

$0.001
Par Value

Number of
Shares

$0.001
Par Value

Additional
Paid-in capital

Accumulated
Deficit

Stockholders'
Deficiency

Balance, March 31, 2020 (unaudited)
  518,750
$519
  2,300,000
$2,300
  134,775,136
$134,775
$58,259,171
$(82,973,188)
$(24,576,423)
Net Loss
  -
  -
  -
  -
  -
  -
  -
  (841,936)
  (841,936)
Balance, June 30, 2020 (unaudited)
  518,750
$519
  2,300,000
$2,300
  134,775,136
$134,775
$58,259,171
$(83,815,124)
$(25,418,359)

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

~~OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES~~

C~~ONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW~~

~~FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019~~

~~(Unaudited)~~

2020

2019

Cash Flows From Operating Activities:

Net loss
$(3,351,702)
$(921,846)
Adjustments to reconcile net loss to net cash used in operating activities:


Depreciation
  -
  172
Change in derivative liability
  1,732,043
  (452,009)
Amortization of debt discount
  97,264
  23,839
Preferred stock issued for services
  -
  159,337
Changes in assets and liabilities


Prepaid expense
  (1,000)
  -
Accounts payable and accrued expenses
  1,134,564
  849,950
Net Cash Used In Operating Activities
  (388,831)
  (340,557)



Cash Flows From Financing Activities:


Repayment of notes payable - related party
  (19,000)
  (5,000)
Repayment of notes payable
  (2,328)
  (2,327)
Advance from related party
  -
  32,000
Proceeds from notes payable
  125,000
  310,000
Proceeds from convertible notes payable
  260,000
  -
Proceeds from convertible notes payable - related party
  10,000
  -
Proceeds from PPP loan
  17,085
  -
    Proceeds from the sale of preferred stock
  -
  25,000
Net Cash Provided by Financing Activities
  390,757
  359,673



Net increase in cash and cash equivalents
  1,926
  19,116
Cash and cash equivalents at beginning of period
  23,243
  8,398
Cash and Cash Equivalents at End of Period
$25,169
$27,514



Supplemental disclosure of cash flow information


Cash paid for interest expense
$1,260
$4,747
Cash paid for income taxes
$-
$-



Supplemental disclosure of non-cash investing and financing activities:


Debt discount on convertible note payable
$270,000
$-
Reclassification of derivative liability
$-
$103,412
Convertible note payable and accrued interest into common stock
$-
$74,347

	Preferred Stock				Common Stock
	Series B Preferred		Series C Preferred
	Number of Shares	$0.001 Par Value	Number of Shares	$0.001 Par Value	Number of Shares	$0.001 Par Value	Additional Paid-in capital	Accumulated Deficit	Stockholders' Deficiency
Balance June 30, 2020 (unaudited)	518,750	$519	2,300,000	$2,300	134,775,136	$134,775	$58,259,171	$(83,815,124)	$(25,418,359)
Net Loss	-	-	-	-	-	-	-	(1,592,450)	(1,592,450)
Balance September 30, 2020 (unaudited)	518,750	$519	2,300,000	$2,300#	134,775,136	$134,775#	$58,259,171#	$(85,407,574)	$(27,010,809)

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

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND SEPTEMBER 30, 2019

(Unaudited)

	2020	2019
Cash Flows From Operating Activities:
Net loss	$(4,944,152)	$(1,615,820)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	-	673
Change in derivative liability	2,571,995	(608,040)
Amortization of debt discount	153,535	24,435
Preferred stock issued for services	-	159,337
Changes in assets and liabilities
Prepaid expense	10,000	-
Accounts payable and accrued expenses	1,659,285	1,538,631
Net Cash Used In Operating Activities	(549,337)	(500,784)

Cash Flows From Financing Activities:
Repayment of notes payable - related party	(29,000)	(16,000)
Repayment of notes payable	(3,491)	(3,880)
Repayment of convertible notes payable	-	(15,000)
Advance from related party	-	32,000
Repayment of advance from related party	-	(32,000)
Proceeds from notes payable	275,000	310,000
Proceeds from convertible notes payable	265,000	26,000
Proceeds from convertible notes payable - related party	10,000	-
Proceeds from PPP loan	17,085	-
Proceeds from the sale of preferred stock	-	207,500
Net Cash Provided by Financing Activities	534,594	508,620

Net increase/decrease in cash and cash equivalents	(14,743)	7,836
Cash and cash equivalents at beginning of period	23,243	8,398
Cash and Cash Equivalents at End of Period	$8,500	$16,234

Supplemental disclosure of cash flow information
Cash paid for interest expense	$1,260	$6,814
Cash paid for income taxes	$-	$-

Supplemental disclosure of non-cash investing and financing activities:
Debt discount on convertible note payable	$275,000	$-
Reclassification of derivative liability	$-	$121,527
Convertible note payable and accrued interest into common stock	$-	$84,347

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

OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated ~~June~~September 30, 2020 Financial Statements

(Unaudited)

Note 1: Nature of Business and Business Presentation

Ocean Thermal Energy Corporation is currently in the businesses of:

● OTEC and SWAC/LWAC—designing ocean thermal energy conversion (“OTEC”) power plants and seawater air conditioning and lake water air conditioning (“SWAC/LWAC”) plants for large commercial properties, utilities, and municipalities. These technologies provide practical solutions to humanity’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/LWAC) 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 that line of business.

The 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).

We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with GAAP. The operating results for the ~~six~~nine months ended ~~June~~September 30, 2020, are not necessarily indicative of the results to be expected for the year. Our interim financial statements should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2019, including the financial statements and notes.

Note 2: Summary of Significant Accounting Policies

Principal Subsidiary Undertakings

Our condensed consolidated financial statements include the following subsidiaries:

Name	Place of Incorporation / Establishment	Principal Activities	Date Formed
Ocean Thermal Energy Bahamas Ltd.	Bahamas	Intermediate holding company of OTE BM Ltd. and OTE Bahamas O&M Ltd.	07/04/2011

OTE BM Ltd.	Bahamas	OTEC/SDC development in the Bahamas	09/07/2011

OCEES International Inc.	Hawaii, USA	Research and development for the Pacific Rim	01/21/1998

We have an effective interest of 100% in each of our subsidiaries.

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, valuation of deferred tax assets, and depreciable lives of property and equipment.

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. At ~~June~~September 30, 2020, and December 31, 2019, we had no cash equivalents.

Income Taxes

We use the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and on the amount of operating loss carryforwards and are measured using the enacted tax rates and laws that will be in effect when the temporary differences and carryforwards are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

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

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

Business Segments

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

Fair Value

Financial Accounting Standards Board (“FASB”) 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 expense, accounts payable, accrued liabilities, notes payable, deferred compensation, and other liabilities reflected in the accompanying balance sheets approximate fair value at ~~June~~September 30, 2020, and December 31, 2019, due to the relatively short-term nature of these instruments.

We account for derivative liability at fair value on a recurring basis under level 3 at ~~June~~September 30, 2020, and December 31, 2019 (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. Management believes the risk in these situations to be minimal. As of ~~June~~September 30, 2020, and December 31, 2019, $0 and $0, respectively, were deposited in excess of FDIC-insured limits.

Loss per Share

The 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. The 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. We have 350,073 and 350,073 shares issuable upon the exercise of warrants and ~~122,753,322~~150,541,644 and ~~52,334,858~~65,591,841 shares issuable upon the conversion of convertible notes that were not included in the computation of dilutive loss per share because their inclusion is antidilutive for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively.

Revenue Recognition

We account for our revenue in accordance with Accounting Standard Update 2014-09, Revenue from Contracts with Customers (Topic 606), which requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services.

Recent Accounting Pronouncements

We have reviewed all recently issued, but not yet adopted, accounting standards in order 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 condensed consolidated financial statements, we had a net loss of ~~$3,351,702~~$4,944,152 and used ~~$388,831~~$549,337 of cash in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2020. We had a working capital deficiency of ~~$25,129,240~~$26,668,455 and a stockholders’ deficiency of ~~$25,418,359~~$27,010,809 as of ~~June~~September 30, 2020. 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~~generate revenue and obtain external funding for our projects under development. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

In recent months, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which increases the cost of capital and adversely impacts access to capital. The members of our executive team and contract outside accountant live in different cities in Pennsylvania. On March 23, 2020, the Governor of Pennsylvania issued statewide stay-at-home orders to mitigate the spread of COVID-19. Non-life-sustaining physical businesses, like our company, were closed. Individuals were permitted to leave their residences only for tasks essential to maintaining health and safety. On June 26, 2020, Lancaster County, where we are located, finally moved into the least restrictive phase for reopening our business; however, we must still follow specific guidelines established by the Governor. These include continuing to telework as much as possible, updating our buildings to meet business and safety requirements, decreasing our office usage to 75% occupancy, and following CDC and ~~DOH~~Pennsylvania Department of Health guidelines for social distancing and cleaning. ~~This has negatively impacted~~The pandemic continues to have a negative impact on our ability to access the capital markets for additional working capital. We cannot assure that we will not experience further adverse impacts on our ability to raise capital through debt and/or equity markets to fund working capital requirements or our ability to continue as a going concern as a result the COVID-19.

Note 4: Convertible Notes and Notes Payable

On December 12, 2006, we borrowed funds from the Southeast Idaho Council of Governments (SICOG), the EDA-#180 loan. The interest rate is 6.25%, and the maturity date was January 5, 2013. During the ~~six~~nine months ended ~~June~~September 30, 2020, we made a repayment of ~~$2,328.~~$3,491. The loan principal was ~~$2,227~~$1,063 with accrued interest of $0 as of ~~June~~September 30, 2020. This note is in default.

On December 23, 2009, we borrowed funds from SICOG, the EDA-#273 loan. The interest rate is 7%, and the maturity date was December 23, 2014. The loan principal was $94,480 with accrued interest of ~~$21,935~~$21,961 as of ~~June~~September 30, 2020. This note is in default.

On December 23, 2009, we borrowed funds from SICOG, the MICRO I-#274 loan and MICRO II-#275 loan. The interest rate is 7%, and the maturity date was December 23, 2014. The combined loan principal was $47,239 with accrued interest of ~~$9,602~~$9,614 as of ~~June~~September 30, 2020. These notes are in default.

On December 1, 2007, we borrowed funds from the Eastern Idaho Development Corporation and the Economic Development Corporation. The interest rate is 7%, and the maturity date was September 1, 2015. The loan principal was $85,821 with accrued interest of ~~$48,542~~$50,078 as of ~~June~~September 30, 2020. 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 was $50,000 with accrued interest of ~~$24,539~~$25,178 as of ~~June~~September 30, 2020. This note is in default.

On March 12, 2015, we combined convertible notes issued in 2010, 2011, and 2012, payable to our officers and directors in the aggregate principal amount of $320,246, plus accrued but unpaid interest of $74,134, into a single, $394,380 consolidated convertible note (the “Consolidated Note”). The Consolidated Note was assigned to JPF Venture Group, Inc., an investment entity that is majority-owned by Jeremy Feakins, our director, chief executive officer, and chief financial officer. The Consolidated Note was convertible to common stock at $0.025 per share, the approximate market price of our common stock as of the date of the issuance. On February 24, 2017, the Consolidated Note was amended to eliminate the conversion feature. The Consolidated Note bears interest at 6% per annum and is due and payable within 90 days after demand. As of ~~June~~September 30, 2020, the outstanding loan balance was $394,380 and the accrued but unpaid interest was ~~$131,159~~$137,207 on the Consolidated Note.

During 2016 and 2015, we borrowed $75,000 from JPF Venture Group, Inc. pursuant to promissory notes. The terms of the notes are as follows: (i) interest is payable at 6% per annum; (ii) the notes are payable 90 days after demand; and (iii) payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share each for $0.03 of principal amount of the note. This conversion share price was adjusted to $0.01384 for the reverse stock splits. As of December 31, 2018, we have recorded a debt discount of $75,000 for the fair value derivative liability and fully amortized the debt discount. As of ~~June~~September 30, 2020, the outstanding balance of these notes was $75,000, plus accrued interest of ~~$19,011.~~$20,161.

During 2016, we borrowed $112,500 from JPF Venture Group, Inc. pursuant to promissory notes. The terms of each note are as follows: (i) interest is payable at 6% per annum; (ii) the notes are payable 90 days after demand; and (iii) payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share for each $0.03 of principal amount of the note. On February 24, 2017, the notes were amended to eliminate the conversion features. As of ~~June~~September 30, 2020, the outstanding balance of these notes was $112,500, plus accrued interest of ~~$28,453.~~$30,178.

On October 20, 2016, we borrowed $12,500 from our independent director pursuant to a promissory note. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable 90 days after demand; and (iii) the payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share for each $0.03 of principal amount of the note. This conversion share price was adjusted to $0.01384 for the reverse stock splits. As of December 31, 2018, we have recorded a debt discount of $12,500 for the fair value of derivative liability and fully amortized the debt discount. As of ~~June~~September 30, 2020, the outstanding note balance was $12,500, plus accrued interest of ~~$2,894.~~$3,085.

During 2012, we issued a note payable for $1,000,000. The note had an interest rate of 10% 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 31, 2019. As of ~~June~~September 30, 2020, the outstanding note balance was $1,000,000, plus accrued interest of ~~$788,893.~~$814,488. This note is in default.

During 2013, we issued Series B units. Each unit is comprised of a note agreement, a $50,000 promissory note that matures on September 30, 2023, and bears interest at 10% per annum payable annually in arrears, and a security agreement. During 2013, we issued $525,000 of 10% promissory notes. As of ~~June~~September 30, 2020, the loan balances were $158,334 and the accrued interest was ~~$109,005.~~$113,051.

During 2013, we issued a note payable for $290,000 in connection with the reverse merger transaction with Broadband Network Affiliates, Inc. We have determined that no further payment of principal or interest on this note should be made because the note holder failed to perform his underlying obligations giving rise to this note. As described in Note 7, the note holder filed suit on May 21, 2019, and we remain confident that the court will decide in our favor by either voiding the note or awarding damages sufficient to offset the note value. As of ~~June~~September 30, 2020, the balance outstanding was $130,000, and the accrued interest as of that date was ~~$66,660.~~$69,317. This note is in default.

On January 18, 2018, Jeremy P. Feakins & Associates, LLC, an investment entity owned by our chief executive, chief financial officer, and a director, agreed to extend the due date for repayment of a $2,265,000 note issued in 2014 to the earlier of December 31, 2018, or the date of the financial closings of our Baha Mar project (or any other project of $25 million or more), whichever occurs first. As of ~~June~~September 30, 2020, the note balance was $1,102,500 and the accrued interest was ~~$684,784.~~$712,959. This note is in default.

We have $300,000 in principal amount of outstanding notes due to unrelated parties, issued in 2014, in default since 2015, accruing interest at a default rate of 22%. We intend to repay the notes and accrued interest upon the Baha Mar SWAC/LWAC project’s financial closing. Accrued interest totaled ~~$347,329~~$364,195 as of ~~June~~September 30, 2020. These notes are in default.

The due date of April 7, 2017, on a $50,000 promissory note with an unaffiliated investor, was extended to April 7, 2019. The note and accrued interest can be converted into our common stock at a conversion rate of $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 ~~$26,514~~$27,792 as of ~~June~~September 30, 2020. The note is in default.

On March 9, 2017, an entity owned and controlled by our chief executive officer agreed to provide up to $200,000 in working capital. The note bears interest of 10% and is due and payable within 90 days of demand. During the year ended December 31, 2017, we received an additional $2,000 and repaid $25,000. As of ~~June~~September 30, 2020, the balance outstanding was $177,000, plus accrued interest of ~~$59,745.~~$64,269.

During the third quarter of 2017, we completed a $2,000,000 convertible promissory note private placement offering. The terms of the notes are as follows: (i) interest is payable at 6% per annum; (ii) the notes are 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, as long as the closing share price of our common stock on the trading day immediately preceding the conversion maturity date is at least $4.00, as adjusted for stock splits, stock dividends, reclassification, and the like. If the price of our shares on such date is less than $4.00 per share, the notes (principal and interest) will be repaid in full. During third quarter of 2019, $15,000 in notes was repaid. As of ~~June~~September 30, 2020, the outstanding balance for the remaining three notes was $65,000, plus accrued interest of ~~$11,544.~~$12,527. These notes are in default.

On November 6, 2017, we entered into an agreement and promissory note with JPF Venture Group, Inc. 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; (ii) all unpaid principal and all accrued and unpaid interest is due and payable at the earliest of a resolution of the Memphis litigation (as defined therein), December 31, 2018, or when we are otherwise able to pay. During the ~~six~~nine months ended ~~June~~September 30, 2020, we repaid ~~$19,000.~~$29,000. As of ~~June~~September 30, 2020, the outstanding note balance was ~~$559,093~~$549,093 and the accrued interest was ~~$170,003.~~$184,791. This note is in default.

In December 2017, we entered into a series of unsecured promissory notes and warrant purchase agreements with accredited investors. These notes accrue interest at a rate of 10% per annum payable on a quarterly basis and are not convertible into shares of our capital stock. The notes are payable within five business days after receipt of gross proceeds of at least $1,500,000 from L2 Capital, LLC, an unaffiliated Kansas limited liability company (“L2 Capital”). We may prepay the notes in whole or in part, without penalty or premium, on or before the maturity date of July 30, 2019. In connection with the issuance of the notes, for each note purchased, the note holder received a warrant as follows:

●

$10,000 note with a warrant to purchase 2,000 shares

●

$20,000 note with a warrant to purchase 5,000 shares

●

$25,000 note with a warrant to purchase 6,500 shares

●

$30,000 note with a warrant to purchase 8,000 shares

●

$40,000 note with a warrant to purchase 10,000 shares

●

$50,000 note with a warrant to purchase 14,000 shares

The exercise price per share of the warrants is equal to 85% of the closing price of our common stock on the day immediately preceding the exercise of the relevant warrant, subject to adjustment as provided in the warrant. The warrant includes a cashless net exercise provision whereby the holder can elect to receive shares equal to the value of the warrant minus the fair market value of shares being surrendered to pay the exercise price. As of ~~June~~September 30, 2020, the balance of the outstanding loans was $979,156 and the accrued interest was ~~$210,961.~~$234,395. During 2019, 98,000 warrants were transferred from a warrant holder to JPF Venture Group Inc. These warrants were issued in exchange for shares issued by JPF Venture Group to the warrant holders. The warrant terms remain the same. As of ~~June~~September 30, 2020, we have outstanding warrants to purchase 223,000 shares of common stock. These notes are in default.

On February 15, 2018, we entered into an agreement with L2 Capital for a loan of up to $565,555, together with interest at the rate of 8% per annum, which consists of up to $500,000, a prorated original issuance discount of $55,555, and $10,000 for transactional expenses to L2 Capital. L2 Capital has the right at any time to convert all or any part of the note into fully paid and nonassessable shares of our common stock at the fixed conversion price, which is equal to $0.50 per share; however,, at any time on or after the occurrence of any event of default under the note, the conversion price will adjust to the lesser of $0.50 or 65% multiplied by the lowest volume weighted average price of the common stock during the 20-trading-day period ending, in L2 Capital’s sole discretion on each conversion, on either the last complete trading day prior to the conversion date or the conversion date. During the year ended December 31, 2018, we received five tranches totaling $482,222. As of December 31, 2018, we have issued warrants to purchase 56,073 shares of common stock in accordance with a nonexclusive finder’s fee arrangement. These warrants have a fair value of $2,668 based on the Black-Scholes option-pricing model. The fair value was recorded as a discount on the notes payable and is being amortized over the life of the notes payable. As of December 31, 2018, we have fully amortized $91,222 of the debt issuance cost and have recorded a debt discount of $749,026 for the fair value of derivative liability and fully amortized the debt discount. As of ~~June~~September 30, 2020, we have outstanding warrants to purchase 56,073 shares of common stock. As of ~~June~~September 30, 2020, the outstanding balance of the original loan was $323,412, plus a default penalty and fees of $837,724, for a total of $1,161,136, and accrued interest was ~~$398,256.~~$450,936. On August 1, 2019, L2 Capital, LLC sold the outstanding loan balance and accrued interest on our note to Oasis Capital, LLC. The terms and conditions of the original note remain in place. This note is in default.

On September 19, 2018, we executed a note payable for $10,000 with an unrelated party that bears interest at 6% per annum, which is due quarterly beginning as of September 30, 2018. The maturity date for the note is three years after date of issuance. In addition, the lender received warrants to purchase 2,000 shares of common stock upon signing the promissory note. The warrant can be exercised at a price per share equal to a 15% discount from the price of common stock on the last trading day before such purchase. As of ~~June~~September 30, 2020, we have outstanding warrants to purchase 2,000 shares of common stock. As of ~~June~~September 30, 2020, the balance outstanding was $10,000 and the accrued interest was ~~$1,083.~~$1,237.

On December 14, 2018, L2 Capital LLC purchased our note payable from Collier Investments, LLC. The total consideration was $371,250, including the outstanding note balance of $281,250, the accrued interest of $33,750, and liquidated damages of $56,250. There was also a default penalty of $153,123. In addition, we issued 400,000 shares of common stock to L2 Capital as commitment shares with a fair value of $21,200 in connection with the purchase of the note. We executed a replacement convertible note with L2 Capital in the amount of $371,250 with an interest rate of 12% per annum. The maturity date of the note is December 22, 2018. The holder of the note can convert the note, or 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. As of December 31, 2018, we have recorded a debt discount of $665,690 for the fair value of derivative liability and fully amortized the debt discount. As of ~~June~~September 30, 2020, the outstanding note balance was $987,986, which includes a default penalty and fees of $665,550, and the accrued interest was ~~$357,853.~~$417,619. This note is in default.

On January 2, 2019, we issued a series of promissory notes totaling $310,000 to accredited investors. Proceeds from these notes were used to support the administrative and legal expenses of our lawsuit before the United District Court for the Western District of Tennessee, Ocean Thermal Energy Corporation v. Robert Coe, et al., Case No. 2:17-cv-02343SHL-cgc, and any subsequent actions brought about as a result of or in connection with this litigation. These notes are secured against the proceeds from the litigation. The notes bear an interest rate of 17%, plus one quarter of one percent of the actual funds received from the litigation. The repayment of the principal, accrued interest, and the percentage of the litigation funds received will be paid immediately following the receipt of sufficient funds from this litigation. As of ~~June~~September 30, 2020, the outstanding balance of these loans is $310,000 and the accrued interest was ~~$77,426.~~$90,893.

On August 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 ~~June~~September 30, 2020, we have recorded a debt discount of $26,200 for the fair value of derivative liability and amortized ~~$10,883~~$13,861 of the debt discount. As of ~~June~~September 30, 2020, the balance outstanding was $26,200 and the accrued interest was ~~$2,103.~~$2,763.

In the fourth quarter of 2019, we issued a series of convertible promissory notes to accredited investors that totaled $105,000. 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 on the basis of 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 October 31, 2021, whichever comes first. As of ~~June~~September 30, 2020, we have recorded a debt discount of $105,000 for the fair value of derivative liability and amortized ~~$35,396~~$48,517 the debt discount. As of ~~June~~September 30, 2020, the total outstanding balances of all these loans are ~~$31,951,~~$43,837, net of debt discount of ~~$63,049~~$51,163 to unrelated parties, and ~~$3,445~~$4,680 net of debt discount of ~~$6,555,~~$5,320, to related parties. The accrued interest was ~~$5,680.~~$7,797.

In the fourth quarter of 2019 and the first ~~two~~three quarters of 2020, we issued a series of convertible promissory notes to accredited investors, which totaled ~~$306,750.~~$311,750. 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 on the basis of the actual number of days elapsed in a year of 365 days. Each $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification, and the like, or at the maturity date of January 2, 2022, whichever comes first. As of ~~June~~September 30, 2020, we have recorded a debt discount of ~~$306,750~~$311,750 for the fair value of derivative liability and amortized ~~$66,402~~$106,572 of the debt discount. As of ~~June~~September 30, 2020, the total outstanding value of these loans was ~~$61,433,~~$99,092, net of debt discount of ~~$225,317~~$202,658 to unrelated parties and ~~$4,969,~~$7,480, net of debt discount of ~~$15,031,~~$2,520, to related parties. The outstanding balance of the notes as of ~~June~~September 30, 2020 was ~~$306,750~~$311,750 and the accrued interest was ~~$4,374.~~

$16,576.

During ~~May and June~~the quarter ending September 30, 2020, we issued a series of promissory notes to accredited investors, which totaled ~~$125,000.~~$150,000. The notes bear simple interest on outstanding principal at the rate of 10% per annum, computed on the basis of the actual number of days elapsed in a year of 360 days and an additional payment of 0.00125% (one eighth of one-percent) of the actual funds received (as settlement, collection, or otherwise) from possible future litigation based on fraud in the inducement claims (such future litigation hereinafter referred to as the “Phase Two Litigation”) arising from the current litigation before the United States District Court for the Western District of Tennessee and Central District of California, Ocean Thermal Energy Corp. v. Robert Coe, et al. (Case No. 2:17-cv-02343SHL-cgc and Case No. 2:19-cv-05299-VAP-JPR, respectively) (this current litigation hereinafter is referred to as the “Phase One Litigation”). Repayment will be made as follows: (i) the principal and interest within five business days following our receipt of $25.5 million from the Phase One Litigation; and (ii) the additional payment within five business days following our actual receipt of any funds from the Phase Two Litigation, less legal fees accrued up to that date. If any such funds are received on more than one date, payment will be made as such funds are actually received by us and after deduction of accrued legal fees up to that date. The outstanding balance of these notes as of ~~June~~September 30, 2020, was ~~$125,000~~$275,000 and the accrued interest was ~~$1,157.~~$6,829.

On April 28, 2020, we received the proceeds from an unsecured $17,085 loan (the “PPP Loan”) through LinkBank under the Paycheck Protection Program (the “PPP”) pursuant to the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which is administered by the United States Small Business Administration. In accordance with the requirements of the CARES Act, we will use proceeds from the PPP Loan primarily for payroll costs. The PPP Loan is scheduled to mature on April 28, 2022 (the “Maturity Date”) and has a 1% interest rate. Commencing on October 28, 2020, and continuing on the same day of each following month, we must pay principal and interest payments until the Maturity Date, at which time the remaining principal and accrued interest is due in full; however, the monthly payment will not be calculated until such time as the application for forgiveness has been processed and the remaining loan amount can be determined. The PPP Loan may be prepaid by us at any time prior to maturity with no prepayment penalties. The PPP Loan is unsecured and is a nonrecourse obligation. All or a portion of the PPP Loan may be forgiven upon application to the lender during the eight-week period beginning on the date of first disbursement for certain expenditure amounts, including payroll costs, in accordance with the requirements under the PPP. In the event all or any portion of the PPP Loan is forgiven, the amount forgiven is applied to outstanding principal. The outstanding loan balance as of ~~June~~September 30, 2020, was $17,085 and the accrued interest was ~~$30.~~$103.

The following convertible note and notes payable were outstanding at ~~June~~September 30, 2020:

								Related Party		Non Related Party									Related Party		Non Related Party
Date of Issuance	Maturity Date	Interest Rate	In Default	Original Principal	Principal at June 30, 2020	Discount at June 30, 2020	Carrying Amount at June 30, 2010	Current	Long-Term	Current	Long-Term	Maturity Date	Interest Rate	In Default	Original Principal	Principal at September 30, 2020	Discount at September 30, 2020	Carrying Amount at September 30, 2010	Current	Long-Term	Current	Long-Term
12/12/06	01/05/13	6.25%	Yes	58,670	2,227	-	2,227	-		2,227	-	01/05/13	6.25%	Yes	58,670	1,063	-	1,063	-		1,063	-
12/01/07	09/01/15	7.00%	Yes	125,000	85,821	-	85,821	-		85,821	-	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	-	10/25/11	5.00%	Yes	50,000		-	50,000	-		50,000	-
12/23/09	12/23/14	7.00%	Yes	100,000	94,480	-	94,480	-		94,480	-	12/23/14	7.00%	Yes	100,000	94,480	-	94,480	-		94,480	-
12/23/09	12/23/14	7.00%	Yes	25,000	23,619	-	23,619	-		23,619	-	12/23/14	7.00%	Yes	25,000	23,619	-	23,619	-		23,619	-
12/23/09	12/23/14	7.00%	Yes	25,000	23,620	-	23,620	-		23,620	-	12/23/14	7.00%	Yes	25,000	23,620	-	23,620	-		23,620	-
02/03/12	12/31/19	10.00%	Yes	1,000,000		-	1,000,000		-	1,000,000	-	12/31/19	10.00%	Yes	1,000,000		-	1,000,000		-	1,000,000	-
08/15/13	10/31/23	10.00%	No	158,334		-	158,334	-			158,334	10/31/23	10.00%	No	158,334		-	158,334	-			158,334
12/31/13	12/31/15	8.00%	Yes	290,000	130,000	-	130,000	-		130,000	-	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		-			12/31/18	10.00%	Yes	2,265,000	1,102,500	-	1,102,500		-
12/22/14	03/31/15	22.00%*	Yes	200,000		-	200,000	-		200,000	-	03/31/15	22.00*%	Yes	200,000		-	200,000	-		200,000	-
12/26/14	12/26/15	22.00%*	Yes	100,000		-	100,000	-		100,000	-	12/26/15	22.00*%	Yes	100,000		-	100,000	-		100,000	-
03/12/15	(1)	6.00%	No	394,380		-	394,380		-			(1)	6.00%	No	394,380		-	394,380		-
04/07/15	04/07/18	10.00%	Yes	50,000		-	50,000	-		50,000	-	04/07/18	10.00%	Yes	50,000		-	50,000	-		50,000	-
11/23/15	(1)	6.00%	No	50,000		-	50,000		-			(1)	6.00%	No	50,000		-	50,000		-
02/25/16	(1)	6.00%	No	50,000		-	50,000		-			(1)	6.00%	No	50,000		-	50,000		-
05/20/16	(1)	6.00%	No	50,000		-	50,000		-			(1)	6.00%	No	50,000		-	50,000		-
10/20/16	(1)	6.00%	No	50,000	12,500	-	12,500		-			(1)	6.00%	No	50,000	12,500	-	12,500		-
10/20/16	(1)	6.00%	No	12,500		-	12,500		-			(1)	6.00%	No	12,500		-	12,500		-
12/21/16	(1)	6.00%	No	25,000		-	25,000		-			(1)	6.00%	No	25,000		-	25,000		-
03/09/17	(1)	10.00%	No	200,000	177,000	-	177,000		-			(1)	10.00%	No	200,000	177,000	-	177,000		-
07/13/17	07/13/19	6.00%	Yes	25,000		-	25,000	-	-	25,000	-	07/13/19	6.00%	Yes	25,000		-	25,000	-	-	25,000	-
07/18/17	07/18/19	6.00%	Yes	25,000		-	25,000	-	-	25,000	-	07/18/19	6.00%	Yes	25,000		-	25,000	-	-	25,000	-
07/26/17	07/26/19	6.00%	Yes	15,000		-	15,000	-	-	15,000	-	07/26/19	6.00%	Yes	15,000		-	15,000	-	-	15,000	-
12/20/17	(2)	10.00%	Yes	979,156		-	979,156	-	-	979,156	-	(2)	10.00%	Yes	979,156		-	979,156	-	-	979,156	-
11/06/17	12/31/18	10.00%	Yes	646,568	559,093	-	559,093		-			12/31/18	10.00%	Yes	646,568	549,093	-	549,093		-
02/19/18	(3)	18.00%*	Yes	629,451	1,161,136	-	1,161,136	-	-	1,161,136	-	(3)	18.00%*	Yes	629,451	1,161,136	-	1,161,136	-	-	1,161,136	-
09/19/18	09/28/21	6.00%	No	10,000		-	10,000	-		-	10,000	09/28/21	6.00%	No	10,000		-	10,000	-		-	10,000
12/14/18	12/22/18	24.00%*	Yes	474,759	987,986	-	987,986	-		987,986	-	12/22/18	24.00%*	Yes	474,759	987,986	-	987,986	-		987,986	-
01/02/19	(4)	17.00%	No	310,000		-	310,000	-		310,000	-	(4)	17.00%	No	310,000		-	310,000	-		310,000	-
08/14/19	10/31/2021	8.00%	No	26,200		15,317	10,883	-		-	10,883	10/31/2021	8.00%	No	26,200		12,339	13,861	-		-	13,861
(5)	10/31/2021	8.00%	No	105,000		69,604	35,396	-	3,445	-	31,951	10/31/2021	8.00%	No	105,000		56,483	48,517	-	4,680	-	43,837
(6)	01/02/22	8.00%	No	306,750		240,348	66,402	-	4,969	-	61,433	01/02/22	8.00%	No	311,750		205,178	106,572	-	7,480	-	99,092
(7)	(7)	10.00%	No	125,000		-	125,000	-	-	125,000	-	(7)	10.00%	No	275,000		-	275,000	-	-	275,000	-
04/28/20	04/28/22	1.00%	No	17,085		-	17,085	-	-	8,978	8,107	04/28/22	1.00%	No	17,085		-	17,085	-	-	12,015	5,070
				$8,973,853	$8,444,387	$325,269	$8,119,115	$2,432,973	$8,414	$5,397,023	$280,705				$9,128,853	$8,588,223	$274,000	$8,314,223	$2,422,973	$12,160	$5,548,896	$330,194

(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 financing with a gross proceeds of a minimum of $1.5 million.

(3).

L2 - Note was drawn down in five tranches between 02/16/18 and 05/02/18.

(4).

Loans were issued from January 2, 2019 to March 23, 2019. Principal and interest are due when funds are received from the litigation between Ocean Thermal Energy Corporation vs., Robert Coe el al.

(5).

Notes were issued between 10/14/19 1nd 11/5/19. 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 12/9/19 and 2/17/20. The notes bear an interest rate of 8% and mature 1/2/22.

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 5/12/2020 and 6/25/2020. 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 Phase One Litigation; and (ii) the additional payment within five business days following our actual receipt of any funds from the Phase Two Litigation,

less legal fees accrued up to that date. If any such funds are actually received on more than one date, payment will be made as such funds are actually received by us and after deductions of accrued legal fees

up to that date.

* Loans are in default

The following convertible notes and notes payable were outstanding at December 31, 2019:

								Related Party		Non Related Party									Related Party		Non Related Party
Date of Issuance	Maturity Date	Interest Rate	In Default	Original Principal	Principal at December 31, 2019	Discount at December 31, 2019	Carrying Amount at December 31, 2019	Current	Long-Term	Current	Long-Term	Maturity Date	Interest Rate	In Default	Original Principal	Principal at December 31, 2019	Discount at December 31, 2019	Carrying Amount at December 31, 2019	Current	Long-Term	Current	Long-Term
12/12/06	01/05/13	6.25%	Yes	58,670	4,555	-	4,555	-		4,555	-	01/05/13	6.25%	Yes	58,670	4,555	-	4,555	-		4,555	-
12/01/07	09/01/15	7.00%	Yes	125,000	85,821	-	85,821	-		85,821	-	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	-	10/25/11	5.00%	Yes	50,000		-	50,000	-		50,000	-
12/23/09	12/23/14	7.00%	Yes	100,000	94,480	-	94,480	-		94,480	-	12/23/14	7.00%	Yes	100,000	94,480	-	94,480	-		94,480	-
12/23/09	12/23/14	7.00%	Yes	25,000	23,619	-	23,619	-		23,619	-	12/23/14	7.00%	Yes	25,000	23,619	-	23,619	-		23,619	-
12/23/09	12/23/14	7.00%	Yes	25,000	23,620	-	23,620	-		23,620	-	12/23/14	7.00%	Yes	25,000	23,620	-	23,620	-		23,620	-
02/03/12	12/31/19	10.00%	Yes	1,000,000		-	1,000,000		-	1,000,000	-	12/31/19	10.00%	Yes	1,000,000		-	1,000,000		-	1,000,000	-
08/15/13	10/31/23	10.00%	No	158,334		-	158,334	-			158,334	10/31/23	10.00%	No	158,334		-	158,334	-			158,334
12/31/13	12/31/15	8.00%	Yes	290,000	130,000	-	130,000	-		130,000	-	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		-			12/31/18	10.00%	Yes	2,265,000	1,102,500	-	1,102,500		-
12/22/14	03/31/15	22.00%*	Yes	200,000		-	200,000	-		200,000	-	03/31/15	22.00*%	Yes	200,000		-	200,000	-		200,000	-
12/26/14	12/26/15	22.00%*	Yes	100,000		-	100,000	-		100,000	-	12/26/15	22.00*%	Yes	100,000		-	100,000	-		100,000	-
03/12/15	(1)	6.00%	No	394,380		-	394,380		-			(1)	6.00%	No	394,380		-	394,380		-
04/07/15	04/07/18	10.00%	Yes	50,000		-	50,000	-		50,000	-	04/07/18	10.00%	Yes	50,000		-	50,000	-		50,000	-
11/23/15	(1)	6.00%	No	50,000		-	50,000		-			(1)	6.00%	No	50,000		-	50,000		-
02/25/16	(1)	6.00%	No	50,000		-	50,000		-			(1)	6.00%	No	50,000		-	50,000		-
05/20/16	(1)	6.00%	No	50,000		-	50,000		-			(1)	6.00%	No	50,000		-	50,000		-
10/20/16	(1)	6.00%	No	50,000	12,500	-	12,500		-			(1)	6.00%	No	50,000	12,500	-	12,500		-
10/20/16	(1)	6.00%	No	12,500		-	12,500		-			(1)	6.00%	No	12,500		-	12,500		-
12/21/16	(1)	6.00%	No	25,000		-	25,000		-			(1)	6.00%	No	25,000		-	25,000		-
03/09/17	(1)	10.00%	No	200,000	177,000	-	177,000		-			(1)	10.00%	No	200,000	177,000	-	177,000		-
07/13/17	07/13/19	6.00%	Yes	25,000		-	25,000	-	-	25,000	-	07/13/19	6.00%	Yes	25,000		-	25,000	-	-	25,000	-
07/18/17	07/18/19	6.00%	Yes	25,000		-	25,000	-	-	25,000	-	07/18/19	6.00%	Yes	25,000		-	25,000	-	-	25,000	-
07/26/17	07/26/19	6.00%	Yes	15,000		-	15,000	-	-	15,000	-	07/26/19	6.00%	Yes	15,000		-	15,000	-	-	15,000	-
12/20/17	(2)	10.00%	Yes	979,156			979,156	-	-	979,156	-	(2)	10.00%	Yes	979,156			979,156	-	-	979,156	-
11/06/17	12/31/18	10.00%	Yes	646,568	578,093	-	578,093		-			12/31/18	10.00%	Yes	646,568	578,093	-	578,093		-
02/19/18	(3)	18.00%*	Yes	629,451	1,161,136	-	1,161,136	-	-	1,161,136	-	(3)	18.00%*	Yes	629,451	1,161,136	-	1,161,136	-	-	1,161,136	-
09/19/18	09/28/21	6.00%	No	10,000		-	10,000	-		-	10,000	09/28/21	6.00%	No	10,000		-	10,000	-		-	10,000
12/14/18	12/22/18	24.00%*	Yes	474,759	987,986	-	987,986	-		987,986	-	12/22/18	24.00%*	Yes	474,759	987,986	-	987,986	-		987,986	-
01/02/19	(4)	17.00%	No	310,000			310,000	-		310,000	-	(4)	17.00%	No	310,000			310,000	-		310,000	-
08/14/19	10/31/2021	8.00%	No	26,200		21,211	4,989	-		-	4,989	10/31/2021	8.00%	No	26,200		21,211	4,989	-		-	4,989
(5)	10/31/2021	8.00%	No	105,000		95,559	9,441	-	1,000	-	8,441	10/31/2021	8.00%	No	105,000		95,559	9,441	-	1,000	-	8,441
(6)	01/02/22	8.00%	No	36,750		35,764	986	-	292	-	694	01/02/22	8.00%	No	36,750		35,764	986	-	292	-	694
				$8,561,768	$8,053,630	$152,534	$7,901,096	$2,451,973	$1,292	$5,265,373	$182,458				$8,561,768	$8,053,630	$152,534	$7,901,096	$2,451,973	$1,292	$5,265,373	$182,458

(1)

Maturity date is 90 days after demand.

(2)

(3).

L2 - Note was drawn down in five tranches between 02/16/18 and 05/02/18.

(4).

Loans were issued from January 2, 2019 to March 23, 2019. Principal and interest are due when funds are received from the litigation between Ocean Thermal Energy Corporation vs., Robert Coe el al.

(5).

Notes were issued between 10/14/19 1nd 11/5/19. 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.)~~

(6). Notes were issued between 12/9/19 and 12/31/19. The notes bear an interest rate of 8% and mature 1/2/22.

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.

* 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.

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:

Quoted market prices

for identical

Significant other

Significant

Fair value at

assets/liabilities

observable inputs

unobservable inputs

June 30, 2020

(Level 1)

(Level 2)

(Level 3)

Derivative Liability
$5,034,099
$-
$-
$5,034,099










Derivative Liability

Derivative liability as of December 31, 2019



$3,032,056

Fair value at the commitment date for convertible instruments



  926,850
Change in fair value of derivative liability



  1,075,193

Reclassification to additional paid-in capital for financial instruments



   that ceased to be a derivative liability



  -
Derivative liability as of June 30, 2020



$5,034,099

	Fair value at	Quoted market prices for identical assets/liabilities	Significant other observable inputs	Significant unobservable inputs
	September 30, 2020	(Level 1)	(Level 2)	(Level 3)
Derivative Liability	$5,879,051	$-	$-	$5,879,051

	Derivative Liability
Derivative liability as of December 31, 2019	$3,032,056
Fair value at the commitment date for convertible instruments	936,850
Change in fair value of derivative liability	1,910,145
Reclassification to additional paid-in capital for financial instruments
that ceased to be a derivative liability	-
Derivative liability as of September 30, 2020	$5,879,051

	Change in
	Fair Value of
	Derivative Liability*
Change in fair value of derivative liability at the beginning of period	$-
Day one gains/(losses) on valuation	~~656,850~~661,850
Gains/(losses) from the change in fair value of derivative liability	~~1,075,193~~1,910,145
Change in fair value of derivative liability at the end of the period	$~~1,732,043~~2,571,995

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

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

	Measurement and
	Remeasurement Date**
Expected dividends	0% 0%
Expected volatility	180.0% to 468.7%
Risk free interest rate	0.011% to 0.29%
Expected term (in years)	.025 to 3.56

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

Note 6: Stockholders’ Equity

Preferred Stock

On June 3, 2019, our board of directors designated two classes of Preferred Stock and approved the following issuances:

Series B Preferred Stock – We are authorized to issue 1,250,000 shares of Series B Preferred Stock with a par value of $0.001. These shares will not have voting rights alongside the common stock, and each share of Series B Preferred Stock will be convertible into ten shares of our common stock. As of ~~June~~September 30, 2020, 518,750 shares of Series B Preferred Stock are issued and outstanding.

Series C Preferred Stock – We are authorized to issue 2,700,000 shares of Series C Preferred Stock with a par value of $0.001. These shares are a one-time grant and will have voting rights alongside the common stock. Each share of Series C Preferred Stock will be convertible into five shares of our common stock. As of ~~June~~September 30, 2020, 2,300,000 shares of Series C Preferred Stock are issued and outstanding.

Warrants

The following table summarizes all warrants outstanding and exercisable for the ~~three~~nine months ended ~~June~~September 30, 2020:

	Number of Warrants	Weighted Average Exercise Price	Number of Warrants	Weighted Average Exercise Price
Balance at December 31, 2019	350,073	$0.18	350,073	$0.18
Granted	-		-
Exercised	-		-
Forfeited	-		-
Balance at June 30, 2020	350,073	$0.18
Exercisable at June 30, 2020	350,073	$0.18
Balance at September 30, 2020			350,073	$0.18
Exercisable at September 30, 2020			350,073	$0.18

During the ~~six~~nine months ended ~~June~~September 30, 2020, no warrants were exercised. The aggregate intrinsic value represents the excess amount over the exercise price that optionees would have received if all options had been exercised on the last business day of the period indicated, based on our closing stock price of ~~$0.039~~$0.035 per share on ~~June~~September 30, 2020. The intrinsic value of warrants to purchase 350,073 shares on that date was ~~$1,316.~~$1,181.

Note 7: Commitments and Contingencies

Commitments

On December 11, 2017, we entered into an equity purchase agreement with L2 Capital, LLC, for up to $15,000,000. As provided in the agreement, we may require L2 Capital to purchase shares of common stock from time to time by delivering a “put” notice to L2 Capital specifying the total number of shares to be purchased. L2 Capital will pay a purchase price equal to 85% of the “market price,” which is defined as the lowest traded price on the OTCQB marketplace during the five consecutive trading days following the “put date” or the date on which the applicable shares are delivered to L2 Capital. The number of shares may not exceed 300% of the average daily trading volume for our common stock during the five trading days preceding the date on which we deliver the applicable put notice. Additionally, such amount may not be lower than $10,000 or higher than $1,000,000. L2 Capital has no obligation to purchase shares under this agreement to the extent that such purchase would cause L2 Capital to own more than 4.99% of our common stock. Upon the execution of this agreement, we issued 1,714,285 shares of common stock valued at $514,286 as a commitment fee in connection with the agreement. The shares to be issued pursuant to this agreement were covered by a Registration Statement on Form S-1 effective on January 29, 2018, with a post-effective amendment effective April 15, 2019. The commitment period is the period commencing on the execution date and ending on the earlier of: (i) the date on which L2 Capital shall have purchased Put Shares pursuant to the agreement equal to the maximum commitment amount, (ii) December 20, 2020, or (iii) written notice of termination by us to L2 Capital (which shall not occur at any time that L2 Capital holds any of the Put Shares). During the ~~six~~nine months ended ~~June~~September 30, 2020, we did not execute any put options with L2 Capital to purchase any shares of common stock.

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. As of ~~June~~September 30, 2020, we have issued to Craft 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 a total of warrants to purchase 125,073 shares of common stock, none of which has been exercised. These warrants have a fair value of $3,286 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.

Litigation

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.

On May 4, 2018, we reached a settlement of the claims at issue in Ocean Thermal Energy Corp. v. Robert Coe, et al., Case No. 2:17-cv-02343SHL-cgc, before the United States District Court for the Western District of Tennessee. Between May 30 and July 19, 2018, we received three payments totaling $100,000 from the defendants. On August 8, 2018, an $8 million judgment was entered against the defendants and in our favor. On May 28, 2019, we further settled the claims at issue with two of the defendants, Brett M Regal and his company, Trade Base Sales, Inc. (“Regal Debtors”), for $17,500,000, bringing the combined judgment and settlement amount owed to us is $25,500,000. On July 1, 2019, the United States District Judge for the Central District of California (case number: 2:19-cv-05299-VAP-JPR), approved our stipulated application for an order permitting us to levy on property and appointing a receiver to carry out the levy on Regal Debtors’ property, such that it may be sold (subject to further order of the court approving and confirming such sales), to satisfy the $25,500,000 settlement and judgment amounts in our favor. On August 15, 2019, the court-appointed receiver notified the court that he had taken custody, possession, and control of certain gemstone and mineral specimens, known as the “Ophir Collection” and 350,000 pounds of unrefined gold and other precious metal bearing ore. By order of the court, the receiver was given the authority to assign, sell, and transfer the debtor property. The proceeds of any sales will be used to satisfy the judgment and settlement agreement, receivership’s reasonable costs and fees, as well as any other claims as determined by the court. Various parties have come forward asserting ownership and priority lien rights to the property.In our ongoing efforts to collect the $25,500,000 judgment obtained, ~~in settlement of our claims in~~ ~~Ocean Thermal Energy Corp. v. Robert Coe, et al~~, a third party has intervened in our case in the Central District of California (case number: 2:19-cv-05299-VAP-JPR), asserting that it is the rightful owner of the “Ophir Collection” of gems and mineral specimens that is now in possession of the ~~Court-appointed~~court-appointed receiver. The claims of that third party have not yet been addressed by the ~~Court.~~court.

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

On August 22, 2018, Fugro USA Maine, Inc. (“Fugro”), filed suit against us in Fugro USA Marine, Inc. v. Ocean Thermal Energy Corp., Cause No. 2018-56396, in the District Court for Harris County, TX, 165th Judicial District, seeking approximately $500,000 allegedly owed for engineering services provided. On June 23, 2020, a settlement was reached under which we will pay Fugro $375,000 by December 31, 2020. We have recorded the amount of accrued legal settlement as of ~~June~~September 30, 2020. We are in compliance with making the payments per the agreement.

Consulting Agreements

On June 4, 2018, we entered into a consulting agreement to pay 20,000 shares of common stock when one of the conditions of the contract was satisfied. Although this condition was satisfied on August 31, 2018, as of ~~June~~September 30, 2020, we have not issued the shares, and we have accrued the share compensation at fair value totaling $1,600.

On August 14, 2018, we entered into a consulting agreement to pay $40,000 by issuing shares of common stock. As of ~~June~~September 30, 2020, we have not issued the shares and have accrued the amount.

Employment Agreements

On January 1, 2011, we entered into a five-year employment agreement with our chief executive officer, which provides for successive one-year term renewals unless it is expressly cancelled by either party100 days prior to the end of the term. Under the agreement, our chief executive officer will receive an annual salary of $350,000, a car allowance of $12,000, and company-paid health insurance. The agreement also provides for bonuses equal to one times his annual salary plus 500,000 shares of common stock for each additional project that generates $25 million or more in revenue to us. Our chief executive officer is entitled to receive severance pay in the lesser amount of three years’ salary or 100% of the remaining salary if the remaining term is less than three years. On September 15, 2017, an addendum was added to the employment agreement stating that effective June 30, 2017, his salary will be increased to $388,220 per year; that he will receive interest at a rate of 8% on his accrued unpaid wages; and that the term of employment agreement is extended for an additional five years.

Note 8: Related-Party Transactions

For the ~~six~~nine months ended ~~June~~September 30, 2020, we paid rent of ~~$60,000~~$90,000 to a company controlled by our chief executive officer.

On January 18, 2018, the due date of a 2015 related-party note payable was extended to the earlier of December 31, 2018, or the date of the financial closings of our Baha Mar Project (or any other project of $25 million or more), whichever occurs first. The balance on the note payable was $1,102,500 and accrued interest was ~~$684,784~~$712,959 as of ~~June~~September 30, 2020. The note is in default.

On March 9, 2017, we issued a promissory note payable of $200,000 to a related party in which our chief executive officer is an officer and director. The note bears interest of 10% and is due and payable within 90 days after demand. The outstanding note balance was $177,000 and accrued interest was ~~$59,745~~$64,269 as of ~~June~~September 30, 2020.

On November 6, 2017, we entered into an agreement and promissory note with JPF Venture Group, Inc. 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; (ii) all unpaid principal and all accrued and unpaid interest are due and payable at the earliest of resolution of the Memphis litigation (as defined therein), December 31, 2018, or when we are otherwise able to pay. As of ~~June~~September 30, 2020, the outstanding note balance was ~~$559,093~~$549,093 and the accrued interest was ~~$170,003.~~$184,791. For the ~~six~~nine months ended ~~June~~September 30, 2020, we repaid ~~$19,000.~~$29,000. This note is in default.

We remain liable for the loans made to us by JPF Venture Group before it was an affiliate. As of ~~June~~September 30, 2020, the outstanding balance of these loans was $581,880 and the accrued interest was ~~$178,623.~~$187,546.

In the fourth quarter of 2019, we issued a series of convertible promissory notes to accredited investors. The notes bear simple interest on outstanding principal at the rate of 8% per annum, computed on the basis of the actual number of days elapsed in a year of 365 days. Each $5,000 loan automatically converts into 250,000 shares of our common stock, either at the time the closing sale price for our common stock is equal to or greater than $1.00 per share, as adjusted for stock splits, stock dividends, reclassification and the like, or at the maturity date of January 2, 2022, whichever comes first. On January 21, 2020, we borrowed an additional $5,000 from Jeremy P. Feakins, our chief executive officer. As of ~~June~~September 30, 2020, the outstanding balance of his loans was ~~$15,000~~$10,000 and the accrued interest was ~~$685.~~$987. On January 21, 2020, we borrowed an additional $5,000 from an independent director. As of ~~June~~September 30, 2020, the outstanding balance of his loans was ~~$15,000~~$10,000 and the accrued interest was ~~$678.~~$981.

Note 9: Subsequent Events

Subsequent to ~~June~~September 30, 2020, we issued a series of promissory notes to accredited investors, which totaled ~~$70,000.~~$205,000. The notes bear simple interest on outstanding principal at the rate of 10% per annum, computed on the basis of the actual number of days elapsed in a year of 360 days and an additional payment of 0.00125% (one eighth of one-percent) of the actual funds received (as settlement, collection, or otherwise) from ~~possible~~the Phase Two Litigation arising from the ~~Phase One Litigation.~~current litigation before the United States District Court for the Western District of Tennessee and Central District of California, Ocean Thermal Energy Corp. v. Robert Coe, et al. (Case No. 2:17-cv-02343SHL-cgc and Case No. 2:19-cv-05299-VAP-JPR, respectively. Repayment will be made as follows: (i) the principal and interest within five business days following our receipt of $25.5 million from the Phase One Litigation; and (ii) the additional payment within five business days following our actual receipt of any funds from the Phase Two Litigation, less legal fees accrued up to that date. If any such funds are received on more than one date, payment will be made as such funds are actually received by us and after deduction of accrued legal fees up to that date.

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

We develop projects for renewable power generation, desalinated water production, and air conditioning using our proprietary technologies designed to extract energy from the temperature differences between warm surface water and cold deep water. In addition, our projects can provide ancillary products such as potable/bottle water and high-profit aquaculture, mariculture, and agriculture opportunities.

We currently have no source of revenue, so as we continue to incur costs we are dependent on external funding in order to continue. We cannot assure that such funding will be available or, if available, can be obtained on acceptable or favorable terms.

Our operating expenses consist principally of expenses associated with the development of our projects until we determine that a particular project is feasible. Salaries and wages consist primarily of employee salaries and wages, payroll taxes, and health insurance. Our professional fees are related to consulting, engineering, legal, investor relations, outside accounting, and auditing expenses. General and administrative expenses include travel, insurance, rent, marketing, and miscellaneous office expenses. The interest expense includes interest and discounts related to our loans and notes payable.

Results of Operations

Comparison of Three Months Ended ~~June~~September 30, 2020 and 2019

We had no revenue in the three months ended ~~June~~September 30, 2020 and 2019.

During the three months ended ~~June~~September 30, 2020, we had salaries and wages of ~~$208,511,~~$206,866, compared to salaries and wages of ~~$163,428~~$331,790 during the same three-month period for 2019, ~~an increase~~a decrease of ~~27.6%~~37.7%, which is partially attributed to ~~the salary, benefits, and payroll taxes for an additional employee added in the third quarter~~management’s efforts to reduce expenses due to lack of ~~2019.~~cash flow.

During the three months ended ~~June~~September 30, 2020 and 2019, we recorded professional fees of ~~$202,963~~$98,250 and ~~$97,006,~~$110,036, respectively, ~~an increase~~a decrease of ~~109.2%~~10.7%. During the ~~second~~third quarter of 2020, our legal fees were ~~higher~~lower due to ~~the continuing Memphis~~fewer litigation issues.

We incurred general and administrative expenses of ~~$48,588~~$53,340 during the three months ended ~~June~~September 30, 2020, compared to ~~$69,728~~$83,866 for the same three-month period for 2019, a decrease of ~~30.3%~~36.4%. Because of the Covid-19 pandemic, we had less travel and related expenses, and management made a concerted effort to reduce general and administrative expenses due to lack of cash flow.

Our interest expense was ~~$326,042~~$337,771 for the three months ended ~~June~~September 30, 2020, compared to ~~$230,395~~$323,717 for the same period of the previous year, an increase of ~~41.5%~~4.3%. This change was due to increased debt and higher interest rates on defaulted notes.

Our debt discount amortization was ~~$54,412~~$56,271 for the three months ended ~~June~~September 30, 2020, compared to ~~$9,998~~$596 for the same period of the previous year. ~~The~~There was a significant increase ~~of 444.2% is~~ due to debt discount recorded on additional loans that were obtained during the ~~second~~fourth quarter of 2019 and the first three quarters of 2020. There was an increase in the fair value of the derivative liability of ~~$1,420~~$839,952 during the three months ended ~~June~~September 30, 2020, compared to a ~~$40,337~~$156,031 decrease in the fair value of derivative liability for the same period in 2019.

Comparison of ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019

We had no revenue in the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019.

During the ~~six~~nine months ended ~~June~~September 30, 2020, we had salaries and wages of ~~$425,539,~~$632,405, compared to salaries and wages of ~~$315,845~~$647,635 during the same ~~six-month~~nine-month period for 2019, ~~an increase~~a decrease of ~~34.7%~~2.4%, which is partially attributed to ~~the salary, benefits, and payroll taxes for an additional employee added in the third quarter~~management’s efforts to reduce expenses due to lack of ~~2019.~~cash flow.

During the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, we recorded professional fees of ~~$322,200~~$420,450 and ~~$301,571,~~$411,607, respectively, a small increase of ~~6.8%~~2.1%. Our legal fees for the ~~six-month~~nine-month periods were higher due to the continuing Memphis litigation issues.

We incurred general and administrative expenses of ~~$127,797~~$181,136 during the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$130,165~~$214,031 for the same ~~six-month~~nine-month period for 2019, a ~~1.8%~~15.4% decrease. Management made a concerted effort to reduce general and administrative expenses due to lack of cash flow.

Our interest expense was ~~$646,860~~$984,631 for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$443,098~~$766,815 for the same period of the previous year, an increase of ~~46.0%~~28.4% due to increased debt and higher interest rates on defaulted notes.

Our debt discount amortization was ~~$97,264~~$153,535 for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$23,839~~$24,435 for the same period of the previous year. The increase of ~~308%~~529.3% is due to the fact that debt discount was fully amortized in the previous year. This was due to the increase in the amount of convertible loans in the fourth quarter of 2019 and the first three quarters of 2020. There was an increase in the fair value of the derivative liability of ~~$1,732,043~~$2,571,995 during the ~~six~~nine months ended ~~June~~September 30, 2020, compared to a ~~$452,009~~$608,040 decrease in the fair value of the derivative liability for the same period in 2019.

Liquidity and Capital Resources

At ~~June~~September 30, 2020, our principal source of liquidity consisted of ~~$25,169~~$8,500 of cash, as compared to $23,243 of cash at December 31, 2019. In addition, our stockholders’ deficiency was ~~$25,418,359~~$27,010,809 at ~~June~~September 30, 2020, compared to stockholders’ deficiency of $22,066,657 at December 31, 2019, an increase in the deficiency of ~~$3,351,702,~~$4,944,152, which is attributable to the net loss during the period.

Our operations used net cash of ~~$388,831~~$549,337 during the ~~six~~nine months ended ~~June~~September 30, 2020, as compared to using net cash of ~~$340,557~~$500,784 during the ~~six~~nine months ended ~~June~~September 30, 2019, an increase of ~~14.2%~~9.7%. The increase in net cash used in operations is due to the overall increase in net loss of approximately ~~$2.4~~$3.3 million in the ~~six~~nine months of 2020, which was offset by the change in the derivative liability of ~~$2.2~~$3.2 million during the same period 2019.

Financing activities provided cash of ~~$390,757~~$534,594 for our operations during the ~~six~~nine months ended ~~June~~September 30, 2020, as compared to ~~$359,673~~$508,620 for the first ~~six~~nine months in 2019, an increase of ~~8.6%~~5.1%. In the first ~~six~~nine months of 2020, we received ~~$412,085~~$567,085 from notes payable from unrelated and related parties and PPP loan. as compared to ~~$310,000~~$336,000 in the same period of 2019. This was offset by the proceeds received from the sale of preferred stock of $207,500 in 2019 compared to none in 2020.

Our Capital Resources and Anticipated Requirements

As noted above, at ~~June~~September 30, 2020, we had negative working capital (current assets minus current liabilities) of ~~$25,129,240.~~$26,668,455. We are now 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 condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have experienced recurring losses from operations and have an accumulated deficit. Our ability to continue our operations as a going concern is dependent on the success of management’s plans, which include the raising of capital through debt and/or equity markets until such time that revenue provided by operations is sufficient to fund working capital requirements. We will require additional funding to finance the growth of our current and expected future operations as well as to achieve our strategic objectives The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern. In recent months, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which increases the cost of capital and adversely impacts access to capital. The members of our executive team and contract outside accountant live in different cities in Pennsylvania. On March 23, 2020, the Governor of Pennsylvania issued statewide stay-at-home orders to mitigate the spread of COVID-19. Non-life-sustaining physical businesses, like our company, were closed. Individuals were permitted to leave their residences only for tasks essential to maintaining health and safety. On June 26, 2020, Lancaster County, where we are located, finally moved into the least restrictive phase for reopening our business; however, we must still follow specific guidelines established by the Governor. These include continuing to telework as much as possible, updating our buildings to meet business and safety requirements, decreasing our office usage to 75% occupancy, and following CDC and ~~DOH~~Pennsylvania Department of Health guidelines for social distancing and cleaning. ~~This has negatively impacted~~The pandemic continues to have a negative impact on our ability to access the capital markets for additional working capital. We cannot assure that we will not experience further adverse impacts on our ability to raise capital through debt and/or equity markets to fund working capital requirements or our ability to continue as a going concern as a result the COVID-19.

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

Recent Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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 U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (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 ~~June~~September 30, 2020, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of ~~June~~September 30, 2020, our disclosure controls and procedures were not effective to provide reasonable assurance as of ~~June~~September 30, 2020, because certain deficiencies involving internal controls constituted material weaknesses, as discussed in our annual report on Form 10-K for the year ended December 31, 2019.

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. In addition, 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 has been no change in our internal control over financial reporting during the three months ended ~~June~~September 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II–OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~On August 22, 2018, Fugro USA Maine, Inc. filed suit against us in~~ ~~Fugro USA Marine, Inc. v. Ocean Thermal Energy Corp.~~, Cause No. 2018-56396, in the District Court for Harris County, TX, 165th Judicial District, seeking approximately $500,000 allegedly owed for engineering services provided. On June 23, 2020, a settlement was reached under which we will pay Fugro $375,000 by December 31, 2020. We are in compliance with making the payments per the agreement.

In our ongoing efforts to collect the $25,500,000 judgment obtained in settlement of our claims in Ocean Thermal Energy Corp. v. Robert Coe, et ~~al,~~al., Case No. 2:17-cv-02343SHL-cgc, before the United States District Court for the Western District of Tennessee, a third party has intervened in our case in the Central District of California (case number: 2:~~19-cv-05299- VAP-JPR)~~19-cv-05299-VAP-JPR), asserting that it is the rightful owner of the “Ophir Collection” of gems and mineral specimens that is now in possession of the ~~Court-appointed~~court-appointed receiver. The claims of that third party have not yet been addressed by the ~~Court.~~
court.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ending September 30, 2020, we issued a series of promissory notes to accredited investors, which totaled $150,000. The notes bear simple interest on outstanding principal at the rate of 10% per annum, computed on the basis of the actual number of days elapsed in a year of 360 days and an additional payment of 0.00125% (one eighth of one-percent) of the actual funds received (as settlement, collection, or otherwise) from possible Phase Two Litigation arising from the Phase One Litigation. Repayment will be made as follows: (i) the principal and interest within five business days following our receipt of $25.5 million from the Phase One Litigation; and (ii) the additional payment within five business days following our actual receipt of any funds from the Phase Two Litigation, less legal fees accrued up to that date. If any such funds are received on more than one date, payment will be made as such funds are actually received by us and after deduction of accrued legal fees up to that date.

The securities represented by each of the transactions described above 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. Each investor confirmed that it was an accredited investor and acknowledged that the securities must be acquired and held for investment. All certificates evidencing the shares of common stock issuable upon conversion of the notes will bear a restrictive legend. 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 12, 2006, we borrowed funds from SICOG (EDA-#180 loan). The interest rate is 6.25%, and the maturity date was January 5, 2013. The loan principal is ~~$2,227~~$1,063 and the accrued interest is $0 as of ~~June~~September 30, 2020. This note is in default.

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 ~~$48,542~~$50,078 as of ~~June~~September 30, 2020. 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 ~~$24,539~~$25,178 as of ~~June~~September 30, 2020. 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 $94,480 and the accrued interest is ~~$21,935~~$21,961 as of ~~June~~September 30, 2020. This note is in default.

On December 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 $23,620 and the accrued interest is ~~$4,062~~$4,068 as of ~~June~~September 30, 2020. This note is in default.

On December 23, 2009, we borrowed funds from SICOG (MICRO II-#275 loan). The interest rate is 7%, and the maturity date was December 23, 2014. The loan principal is $23,619 and the accrued interest is ~~$5,540~~$5,546 as of ~~June~~September 30, 2020. This note is in default.

During 2013, we issued a note payable for $290,000 in connection with the reverse merger transaction with Broadband Network Affiliates, Inc. We have determined that no further payment of principal or interest on this note should be made because the note holder failed to perform his underlying obligations giving rise to this note. As described in Note 7, the note holder filed suit on May 21, 2019, and we remain confident that the court will decide in our favor by either voiding the note or awarding damages sufficient to offset the note value. As of ~~June~~September 30, 2020, the note balance outstanding was $130,000, and the accrued interest as of that date was ~~$66,660.~~$69,317. This note is in default.

During 2014, we issued notes payable of $300,000. Accrued interest totaled ~~$347,329~~$364,195 as of ~~June~~September 30, 2020. As of ~~June~~September 30, 2020, the notes are in default. Due to the delay in opening of the Baha Mar Resort, our Baha Mar SWAC project’s financial closing was delayed causing us to default on the notes. We intend to repay the notes and accrued interest upon the project’s financial closing.

During the third quarter of 2017, we completed a $2,000,000 convertible promissory note private placement offering. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is 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, as long as the closing share price of our common stock on the trading day immediately preceding the conversion maturity date is at least $4.00, as adjusted for stock splits, stock dividends, reclassification, and the like. If the price of 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 ~~June~~September 30, 2020, the outstanding balance of these notes was $65,000, plus accrued interest of ~~$11,544.~~$12,527. The notes are in default.

On November 6, 2017, we entered into an agreement and promissory note with JPF Venture Group, Inc. 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; (ii) all unpaid principal and all accrued and unpaid interest is due and payable at the earliest of a resolution of the Memphis litigation (as defined therein), December 31, 2018, or when we are otherwise able to pay. During the first ~~six~~nine months of 2020, we repaid ~~$19,000.~~$29,000. As of ~~June~~September 30, 2020, the outstanding note balance was ~~$559,093~~$549,093 and the accrued interest was ~~$170,003.~~$184,791. This note is in default.

During the year ended December 31, 2018, we borrowed $482,222 from L2 Capital in five separate tranches. The interest rate is 8%, and the maturity dates are nine months from the date of issue. The outstanding loan balance was $1,161,136, which includes the default penalty, and the accrued interest was ~~$398,256~~$450,936 as of ~~June~~September 30, 2020. These notes are in default.

On December 14, 2018, L2 Capital LLC purchased our note payable from Collier Investments, LLC. The total consideration was $371,250, including the outstanding note balance of $281,250, the accrued interest of $33,750, and liquidated damages of $56,250. There 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 with the purchase of the note. We executed a convertible note with L2 Capital in the amount of $371,250 with an interest rate of 12% per annum. The maturity date of the note is December 22, 2018. The holder of the note can convert the note, or 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. As of December 31, 2019, we have recorded a debt discount of $665,690 for the fair value of derivative liability and fully amortized the debt discount. As of ~~June~~September 30, 2020, the outstanding note balance was $987,986, which includes a default penalty, and the accrued interest was ~~$357,853.~~$417,619. This note is in default.

ITEM 6. EXHIBITS

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

Exhibit Number*	Title of Document	Location

Item 31	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14	This filing.

Item 32	Section 1350 Certifications
32.01	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing.

Item 101**	Interactive Data 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.

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: ~~August 13,~~November 5, 2020	By:	/s/ Jeremy P. Feakins
		Jeremy P. Feakins
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive and Financial Officer)

2627

	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	21 20
Item 3	Quantitative and Qualitative Disclosures about Market Risk	23 22
Item 4	Controls and Procedures	23 22

	PART II—OTHER INFORMATION

Item 1	Legal Proceedings	24
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3	Defaults upon Senior Securities	24
Item 6	Exhibits	25 26
	Signature	26 27

		Quoted market prices
		for identical	Significant other	Significant
	Fair value at	assets/liabilities	observable inputs	unobservable inputs
	June 30, 2020	(Level 1)	(Level 2)	(Level 3)
Derivative Liability	$5,034,099	$-	$-	$5,034,099

				Derivative Liability
Derivative liability as of December 31, 2019				$3,032,056
Fair value at the commitment date for convertible instruments				926,850
Change in fair value of derivative liability				1,075,193
Reclassification to additional paid-in capital for financial instruments
that ceased to be a derivative liability				-
Derivative liability as of June 30, 2020				$5,034,099