NOTE 9 – SUBSEQUENT EVENTS

              Authorization of Series E Preferred Stock

On July 1, 2026, our board of directors approved the issuance of 150 shares of Series E Preferred Stock with a par value of $0.001. The Preferred Shares have a liquidation value of $10,000 per share and bear an annual cumulative dividend of 8.0%, payable in cash or shares of the company’s common stock. The Preferred Shares will convert into common shares if the Company: executes a power purchase agreement or other commercial contract relating to ocean thermal energy conversion power, desalinated water, cooling, or related infrastructure services; undergoes a change of control; or makes a significant public offering of its shares. The number of common shares issuable upon conversion of each Preferred Share will be based on the volume-weighted average trading price of the Company’s common stock over the ten trading days before the conversion, multiplied by 0.5. After two years, we may redeem the Preferred Shares at any time before they have converted. The Preferred Shares have limited voting rights, generally in connection with authorizing shares senior to the Preferred Shares, changing the terms of the Preferred Shares, redeeming shares, or declaring bankruptcy.

Increase in Authorized Shares of Common Stock

We currently have 200 million shares of common stock authorized, 190,012,124 of which are currently issued and outstanding, and 9,987,876 of which have been reserved for issuance upon the conversion of convertible debt. As a result, we are unable to issue additional shares to raise capital, to compensate employees or consultants, or upon the exercise of options or warrants, or the conversion of preferred shares or other convertible debt. To rectify this situation, our board of directors approved an amendment to the Company’s articles of incorporation to increase the number of shares of authorized common stock from 200 million to 800 million. To avoid the delays and expenses associated with a stockholders meeting, we sought written consents from some of our larger stockholders to approve the proposed amendment. Currently, we have common and preferred shares outstanding entitled to cast 517,137,12 votes on the amendment. Effective August 13, 2026, 44 stockholders, including the members of our board of directors, cast a total of 260,881,949 votes in favor of the amendment by written consent, approving the amendment under Nevada law and our bylaws. On August 14, 2026, we filed a certificate of amendment to our articles of incorporation with the Nevada Secretary of State effectuating the increase to 800 million shares of authorized common stock. The amendment did not impact the issued and outstanding shares.

OCEES Transaction

On August 14, 2026, our subsidiary OCEES International, Inc. (“OCEES”) entered into a stock purchase agreement (the “purchase agreement”), with Jeremy P. Feakins, our chief executive officer and chairman of the board. Pursuant to the purchase agreement, OCEES issued 900,000 shares of its common stock to Mr. Feakins, making him the 90% owner of OCEES (we have retained our shares in OCEES, which now equal 10% of OCEES’s outstanding stock). In exchange, Mr. Feakins contributed to OCEES a debt that we owed to JPF Venture Group, Inc., a company owned by Mr. Feakins. This $1.1 million debt was incurred in 2017, was currently in default, and was forgiven in connection with the transaction, significantly improving our balance sheet. Also pursuant to the purchase agreement, OCEES agreed to pay us a royalty equal to one-half of OCEES’s net profits from OTEC power generation, desalinated water production, and cooling operations, including related infrastructure services, power purchase agreements, or other related commercial contracts.

On August 25, 2022, OTEC and OCEES entered into a stock purchase agreement with Epaphus Global Energy, LLC, a company owned by Mr. Feakins, pursuant to which OTEC agreed to sell OCEES to Epaphus. Although the 2022 transaction with Epaphus was never consummated, the agreement had not been formally cancelled. In connection with the purchase agreement, the 2022 agreement was rescinded and terminated.