BYOP

All forward-looking statements are expressly qualified in their entirety by such cautionary statements.
The Company undertakes no obligation to update, revise or publicly release the results of any revision to any forward-looking statements that have been made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as may be required by law.
Given these risks and uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements.
Unless the context provides otherwise, “our,” the “Company,” or similar terms, refer to KiNRG, Inc. and its directly and indirectly owned subsidiaries on a consolidated basis. ii PART I Item 1.
Business Overview Our core objective and focus is to become a leading provider of clean efficient green energy and green hydrogen to the world communities at a reasonable cost without the destructive residuals of fossil fuel, while continuing to generate innovative technological solutions for today and tomorrow’s electrical power needs.
We have assembled a team of experienced business professionals, engineering and scientific consultants with the proven ability to bring the idea to market.
We have designed, engineered, developed and are preparing to construct both smaller and large HydroThermal Reactors (HTR) that use benevolent, non-toxic natural elements to generate electricity economically by integrating and synthesizing numerous proven as well as emerging technologies.
In addition to constructing smaller and large HTR’s in the United States and abroad, the Company intends to establish partnerships at home and abroad to propagate these systems and meet increasing global demand for electricity.
The Company is developing a smaller “modular” reactor to support AI data centers and other applications where a constant 24/7/365 base load is required.
The Company has been focused on retooling the large HTRs and is concentrating on the smaller HTR’s which will produce far less total annual mega watt hours but are designed to meet the needs of emerging AI data center energy requirements, which require a base load of energy 24/7/365.
The large HTR’s is better suited to support the green hydrogen market.
The smaller modular HTR will require less than half of the concrete needed for the large HTR, a quarter of the generating capacity, one third of the water and can be constructed in less than half the time.
The large HTR is estimated to cost $2.2 billion and requires 36 months to construct.
The large HTR is designed to generate the maximum amount of energy over the year by utilizing the hottest and driest hours during the year which require the taller distance for the reactor to accommodate the evaporative process.
Combining the large HTR with a Green Hydrogen production facility (which costs approximately $1.4 billion and would be developed by others), seeks to produce Green Hydrogen at a competitive cost.
The smaller HTR is estimated to cost less than $1.5 billion.
Unlike the taller HTR, it is designed to maximize production during the coolest hours of the year and support a base load required by data centers.
The reactor’s height is shortened to accommodate the shorter distance to support the evaporative process for cooler and more damp conditions.
By comparison, the smaller HTR can be constructed in 12 to 15 months, uses less water and can be adapted to more climates.
When connected to a data center (by others) the smaller HTR is projected to produce 150 MW’s to 200 MW’s of reliable power, 24/7/365, and by-pass the need for the data center to require power from the grid.
After completion of construction, the reactors will be immediately operational.
Each of the individual operating systems is tested and operational as part of the construction completion process.
Those systems include the water injection system, turbine and hydraulic pressure system, generator production system, water collection and pumping system.
The reactor is simply activated by the water injection system, and the entire reactor is immediately operational.
However, the timeline to full operational status could be affected by factors such as final local inspections, interconnection testing with any co-located facilities (e.g., data centers or hydrogen production plants), or unforeseen commissioning delays, which we estimate could add several months in some cases, though we anticipate minimal delays given the integrated testing during construction.
The Company intends to pursue project financing to fund the construction of both its smaller and large downdraft renewable energy towers (collectively, the “HTRs”).
Obtaining such project financing is expected to be contingent upon the Company entering into long-term power purchase agreements (also known as off-take agreements) with customers for each project.
These agreements would guarantee the purchase and price of the energy produced, thereby providing a basis for ensuring that any debt associated with the project financing can be repaid.
This method of financing is commonly used for renewable energy projects in the United States.
If the Company is required to raise equity capital in connection with project financing, it intends to pursue equity investors for individual HTR projects and may seek assignments of proceeds from available investment tax credits or production tax credits.
There can be no assurance that project financing will be available on acceptable terms or at all, or that any required equity capital or tax credits will be obtainable, which could materially impact the Company’s ability to develop and construct its HTRs.
Permitting for smaller and large HTR’s varies from state to state and country to country.
In the United States, because the HTR has no carbon or toxic emission, there are no time-consuming Federal air permits required under laws such as the Clean Air Act.
Other federal approvals, such as those related to water resources on federal lands (e.g., under the Bureau of Land Management if applicable) or environmental reviews under the National Environmental Policy Act (NEPA) or Endangered Species Act, are not anticipated based on our current design, but could arise depending on site-specific factors like proximity to protected habitats or federal waterways.
Projects are “Behind the Meter” where no rights of way beyond the project site are required and they can be permitted by local jurisdictions.
Local permits will vary depending on local procedures, rules and regulations.
States will not require emission permits because the reactors have zero carbon emissions.
The reactors will require standard construction permits conforming to local codes and water permits which will also vary from state to state as well as local jurisdictions.
For construction permits, the typical process involves submitting site plans and engineering designs to local building departments for review, potential public comment periods, and inspections during construction, with timelines generally ranging from 3-12 months depending on jurisdiction complexity.
Water permits, which may involve demonstrating sustainable sourcing and usage, are typically handled by state agencies (e.g., the California State Water Resources Control Board if sited in California) and could take 3-18 months, including assessments of water rights, availability, and environmental impact.

and 281 more.

Gone since FY2015

RISK FACTORS The Company’s results of operations, financial condition and cash flows can be adversely affected by various risks.
These risks include, but are not limited to, the principal factors listed below and the other matters set forth in this annual report on Form 10-K.
You should carefully consider all of these risks before making an investment decision.
Risks Related to Our Business and the Industry in Which We Compete Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.
The report of our independent auditors dated March 2, 2017 on our consolidated financial statements for the year ended December 31, 2015 included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern.
Our auditors’ doubts are based on our inability to generate sufficient cash flow to sustain our operations without securing additional financing, accumulated deficit, negative cash flows from operations and our limited cash balances and working capital deficit position.
Our ability to continue as a going concern will be determined by our ability to obtain additional funding in the short term to enable us to realize the commercialization of our planned business operations.
Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertain.
We are an early development stage company.
As an early-stage entity, the Company is subject to many of the risks common to such enterprises, including the ability of the Company to implement its business plan, market acceptance of its proposed business, under-capitalization, cash shortages, limitations with respect to personnel, financing and other resources, and uncertainty of the Company’s ability to generate revenues.
These potential problems include, but are not limited to, unanticipated problems relating to construction, operation and distribution, and additional costs and expenses that may exceed current estimates.
The Company’s capital requirements will depend on many factors, primarily relating to the problems, delays, expenses and complications frequently encountered by development stage companies; the progress of the Company’s research and development programs; the costs and timing of seeking regulatory approvals of the Company’s products under development; the Company’s ability to obtain such regulatory approvals; costs in filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights; the extent and terms of any collaborative research, manufacturing, marketing, or other arrangements; and changes in economic, regulatory, or competitive conditions or the Company’s planned business.
The Company is currently evaluating potential development strategies for its business.
The Company’s inability to develop and market the Company’s business successfully and to generate positive cash flows from these operations in a timely manner would have a material adverse effect on the Company’s ability to meet the Company’s working capital requirements.
The Company plans to enter into and rely on strategic relationships with other parties, in particular to acquire rights necessary to develop and build proposed projects and to develop and build such projects.
These strategic relationships could include licensing agreements, partnerships, joint ventures, or even business combinations.
Successful completion of a particular project may be adversely affected by numerous factors, including: (i) delays in obtaining required governmental permits and approvals with acceptable conditions; (ii) uncertainties relating to land costs for projects on land subject to Bureau of Land Management procedures; (iii) unforeseen engineering problems; (iv) construction delays and contractor performance shortfalls; (v) work stoppages; (vi) cost over-runs; (vii) equipment and materials supply; (viii) adverse weather conditions; and (ix) environmental and geological conditions.
The estimates and projections contained in this Annual Report may not be realized.
Any estimates or projections in this Annual Report have been prepared on the basis of assumptions and hypotheses, which the Company believes to be reasonable.
However, no assurance can be given that the potential benefits described in this Annual Report will prove to be available.
The construction of our proposed initial Downdraft Tower involves, among other things, land excavation and the installation of concrete foundations.
The wind energy industry in California is highly competitive since wind plays an integral role in the electricity portfolio in California.
The Company is investigating the feasibility of locating a Downdraft Tower in California.
Since wind plays an integral role in the electricity portfolio in California and wind energy requires a significant amount of land resource, the wind energy industry in California is highly competitive.
Wind developers compete for leased and owned land with favorable wind characteristics, limited supply of turbines and contractors, and for purchasers and available transmission capacity.
Our results may be adversely affected by the impact that disruptions in the credit and financial markets have on our customers and the energy industry.
Beginning in late 2008 and continuing throughout 2009, energy and utility companies faced difficult conditions as a result of significant disruptions in the global economy, the repricing of credit risk and the deterioration of the financial markets.
Continued volatility and further deterioration in the credit markets may reduce our access to financing.
These events could negatively impact our operations and financial condition and our ability to raise the additional capital necessary to finance our operations.
The effects of the recent global economic crisis may impact the Company’s business, operating results, or financial condition.
The recent global economic crisis has caused disruptions and extreme volatility in global financial markets and increased rates of default and bankruptcy, and has impacted levels of spending.
These macroeconomic developments could negatively affect the Company’s business, operating results, or financial condition in a number of ways.
For example, potential clients may delay or decrease spending with the Company or may not pay the Company.
We are seeking to reach agreements for the provision of key aspects of our business with foreign operators, specifically in Mexico.
Accordingly, we may become subject to legal, economic and market risks associated with operating in foreign countries, including: · the general economic and political conditions existing in those countries; · devaluations and fluctuations in currency exchange rates; · imposition of limitations on conversion of foreign currencies or remittance of dividends and other payments by foreign subsidiaries; · imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries; · hyperinflation in certain foreign countries; · imposition or increase of investment and other restrictions by foreign governments; · longer payment cycles; · greater difficulties in accounts receivable collection; and · the requirement of complying with a wide variety of foreign laws.
These include: · the burdens of complying with a variety of foreign laws and regulations; · unexpected changes in regulatory requirements; and · new tariffs or other barriers in some international markets.
We are also subject to general political and economic risks in connection with our international operations, including: · political instability and terrorist attacks; · changes in diplomatic and trade relationships; and · general economic fluctuations in specific countries or markets.
We are exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods and tornadoes, and pandemic health events such as H1N1 influenza, as well as man-made disasters, including acts of terrorism and military actions.
Risks Related to Our Securities Our shares of Common Stock are quoted on the OTCBB and our stock price is likely to be highly volatile.
Our shares of Common Stock are quoted on the OTCBB.

and 27 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2015 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch BYOP. Know when insiders buy.

One email the day a filing lands. Free.