ITEM 4.01-CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On October 12, 2022, Liggett & Webb, P.A., resigned as independent registered public accounting firm for Ocean Thermal Energy Corporation (the "Company"). The reports of Liggett & Webb on the Company's consolidated financial statements for the years ended December 31, 2021 and 2020, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years and through October 12, 2022, there were no disagreements with Liggett & Webb on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Liggett & Webb, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the consolidated financial statements for such years. During the fiscal years ended December 31, 2021 and 2020, and through October 12, 2022, there have been no reportable events as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Liggett & Webb with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that it furnish the Company with a letter addressed to the U.S. Securities Commission stating whether it agreed with the statements made by the Company in this report and, if not, stating the respects in which it does not agree. A copy of the letter from Liggett & Webb addressed to the U.S. Securities and Exchange Commission dated October 12, 2022, is filed as Exhibit 16.01 to this report.

On October 11, 2022, the Company engaged BF Borgers CPA PC as its registered public accounting firm, to report on the Company's financial statements for the year ending December 31, 2022.

No consultations occurred between the Company and BF Borgers during the two most recent fiscal years and through October 11, 2022, regarding either: (i) the application of accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that BF Borgers concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of disagreement, as that term is defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions to Regulation S­K, Item 304, or a reportable event requiring disclosure under Item 304(a)(1)(v) of Regulation S-K.




                  ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS

The following is filed as an exhibit to this report:





 Exhibit
 Number*                        Title of Document                         Location
 Item 16    Letter re Change in Certifying Accountant
  16.01       Liggett & Webb, P.A., letter addressed to the U.S.        This filing
            Securities and Exchange Commission dated October 12,
            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.






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