Ocean Thermal Energy Corp 10-K/A, filed May 5, 2022
Ocean Thermal Energy Corp (CPWR)
About this 10-K/A
Ocean Thermal Energy Corp filed this 10-K/A on May 5, 2022, covering the fiscal year ended December 31, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
For the fiscal year ended
or
For the transition period from _____________ to _____________
Commission File No.
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices, including Zip Code)
(Registrant’s telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Securities Registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the voting and nonvoting common equity held by nonaffiliates computed as of the price at which the common equity was last sold on the last business day of the registrant’s most recently completed second fiscal quarter was $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 15, 2022, there were
DOCUMENTS INCORPORATED BY REFERENCE: None
/s/ | PCAOB ID# |
EXPLANATORY NOTE
This annual report on Form 10-K/A (Amendment No. 1) amends the annual report on Form 10-K of Ocean Thermal Energy Corporation for the year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission on March 30, 2022 (the “Original Filing”), for the sole purpose of including Exhibit 31.1, Section 302 Certification of Principal Executive Officer Pursuant to Rule 13a14, Exhibit 31.2, Section 302 Certification of Principal Financial Officer Pursuant to Rule 13a14, Exhibit 32.1, Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Exhibit 32.2, Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which were inadvertently omitted from the Original Filing. Except as discussed above, we have not modified or updated disclosures presented in the Original Filing.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) | The following financial statements are filed as part of this report: |
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Audited Consolidated Financial Statements for the Year Ended December 31, 2021 and 2020: |
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Report of Independent Registered Public Accounting Firm |
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Consolidated Balance Sheets as of December 31, 2021 and 2020 |
| F-3 |
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Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020 |
| F-4 |
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Consolidated Statements of Changes in Stockholders’ Deficiency Years Ended December 31, 2021 and 2020 |
| F-5 |
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Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 |
| F-6 |
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Notes to the Consolidated Financial Statements |
| F-7 |
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(b) | The following exhibits are filed as part of this report: |
Exhibit Number* |
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| Location |
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Item 3 |
| Articles of Incorporation and Bylaws |
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| Articles of Incorporation of TetriDyn Solutions, Inc., dated May 15, 2006 |
| Incorporated by reference from the Current Report on Form 8-K filed June 7, 2006 | |
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| Incorporated by reference from the Current Report on Form 8-K filed June 7, 2006 | ||
| Designation of Rights, Privileges, and Preferences of Series A Preferred Stock |
| Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2009, filed March 31, 2010 | |
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| Incorporated by reference from the Current Report on Form 8-K filed December 12, 2016 | ||
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| Incorporated by reference from the Current Report on Form 8-K filed December 12, 2016 | ||
| Certificate of Amendment to Articles of Incorporation dated May 8, 2018 |
| Incorporated by reference from the Current Report on Form 8-K filed May 12, 2018 | |
| Certificate of Designation filed with the Nevada Secretary of State on June 6, 2019 |
| Incorporated by reference from the Quarterly Report for the quarter ended June 30, 2019, filed August 13, 2019 | |
Item 4 |
| Instruments Defining the Rights of Security Holders, including indentures |
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| Incorporated by reference from the Registration Statement on Form S-8 filed August 25, 2018 | ||
Item 10 |
| Material Contracts |
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| Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2009, filed March 31, 2010 | ||
| Consolidated Promissory Note for $394,350 dated December 31, 2014 |
| Incorporated by reference from the Current Report on Form 8-K filed June 8, 2015 | |
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| Incorporated by reference from the Current Report on Form 8-K filed March 1, 2016 | ||
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| Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2015, filed March 30, 2016 | ||
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| Incorporated by reference from the Current Report on Form 8-K filed October 20, 2016 | ||
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| Incorporated by reference from the Current Report on Form 8-K filed May 24, 2016 | ||
| Amendment to Convertible Promissory Notes dated February 24, 2018 |
| Incorporated by reference from the Current Report on Form 8-K filed March 2, 2018 | |
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| Incorporated by reference from the Current Report on Form 8-K filed March 10, 2018 | ||
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| Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018 |
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Exhibit Number* |
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| Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018 | ||
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| Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018 | ||
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| Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018 | ||
| Senior Secured Promissory Note dated February 16, 2018, issued to L2 Capital, LLC |
| Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018 | |
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| Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018 | ||
| Common Stock Purchase Warrant dated February 16, 2018, issued to L2 Capital, LLC |
| Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018 | |
| Common Stock Purchase Warrant dated February 16, 2018, issued to Craft Capital Management, LLC |
| Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018 | |
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| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | ||
| Employment Agreement with Jeremy P. Feakins dated January 1, 2011** |
| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | |
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| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | ||
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| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | ||
| Promissory Note for $290,000 payable to Theodore Herman dated December 31, 2013 |
| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | |
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| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | ||
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| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | ||
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| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | ||
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| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | ||
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| Incorporated by reference from the Current Report on Form 8-K filed October 20, 2016. | ||
| Promissory Note dated December 21, 2016, to JPF Venture Group |
| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 |
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Exhibit Number* |
| Title of Document |
| Location |
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| Promissory Note dated March 9, 2018, to Jeremy P. Feakins & Associates, LLC |
| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | |
| Loan Agreement and Promissory Note with JPF Venture Group, Inc., dated November 6, 2018 |
| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | |
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| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019. | ||
| Replacement Convertible Promissory Note to L2 Capital, LLC, dated December 14, 2018 |
| Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019 | |
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| Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020 | ||
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| Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020 | ||
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| Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020 | ||
Item 14 |
| Code of Ethics |
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| Incorporated by reference from the annual report on Form 10-KSB for the year ended December 31, 2006, filed April 2, 2007 | ||
Item 21 |
| Subsidiaries of the Registrant |
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| Incorporated by reference from Post-Effective Amendment No. 1/A to the Registration Statement on Form S-1 (Amendment No. 1) filed January 10, 2019 | ||
Item 31 |
| Rule 13a-14(a) Certifications |
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| Certification of Principal Executive Officer Pursuant to Rule 13a-14 |
| This filing | |
| Certification of Principal Financial Officer Pursuant to Rule 13a-14 |
| This filing | |
Item 32 |
| Section 1350 Certifications |
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| This filing
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| This filing | ||
Item 101 |
| Interactive Data Files*** |
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101.INS |
| XBRL Instance Document |
| Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022 |
101.SCH |
| XBRL Taxonomy Extension Schema |
| Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022 |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase |
| Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022 |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase |
| Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022 |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase |
| Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022 |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase |
| Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022 |
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* | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit. |
** | Identifies each management contract or compensatory plan or arrangement required to be filed as an exhibit, as required by Item 15(a)(3) of Form 10-K. |
*** | The XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as will be expressly set forth by specific reference in such filing or document. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OCEAN THERMAL ENERGY CORPORATION |
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Dated: May 3, 2022 | By: | /s/ Jeremy P. Feakins |
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| Jeremy P. Feakins |
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| Principal Executive Officer and |
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| Principal Financial Officer |
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EXHIBIT 31.1
SECTION 302
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
I, Jeremy Feakins, certify that:
(1) I have reviewed this Annual Report on Form 10-K of Ocean Thermal Energy Corporation;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its unconsolidated investments, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: March 30, 2022 | By: | /s/ Jeremy Feakins |
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| Jeremy Feakins, Principal Executive Officer |
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EXHIBIT 31.2
SECTION 302
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
I, Jeremy Feakins, certify that:
(1) I have reviewed this Annual Report on Form 10-K of Ocean Thermal Energy Corporation;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its unconsolidated investments, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: March 30, 2022 | By: | /s/ Jeremy Feakins |
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| Jeremy Feakins, Principal Financial Officer |
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EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350 AND EXCHANGE ACT RULES 13a-14(b) AND 15d-14(b)
(Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Annual Report of Ocean Thermal Energy Corporation (the “Company”) on Form 10-K for the period ending December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeremy Feakins, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
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| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company. |
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| Ocean Thermal Energy Corporation |
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| Date: March 30, 2022 | By: | /s/ Jeremy Feakins |
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| Jeremy Feakins |
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| Principal Executive Officer |
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This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350 AND EXCHANGE ACT RULES 13a-14(b) AND 15d-14(b)
(Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Annual Report of Ocean Thermal Energy Corporation (the “Company”) on Form 10-K for the period ending December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeremy Feakins, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
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| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company. |
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| Ocean Thermal Energy Corporation |
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| Date: March 30, 2022 | By: | /s/ Jeremy Feakins |
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| Jeremy Feakins |
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| Principal Financial Officer |
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This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.