UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:

                        (Date of earliest event reported)

                                  July 7, 2005

                          ----------------------------

                               CHISTE CORPORATION
               (Exact name of registrant as specified in charter)

                                     Nevada
         (State or other Jurisdiction of Incorporation or Organization)

(Commission File Number)                      (IRS Employer Identification No.)
        0-32065                                         86-0965692

                               1801 Route 51 South
                            Jefferson Hills, PA 15025
             (Address of Principal Executive Offices and zip code)

                                 (412) 405-1000
               (Registrant's telephone umber, including area code)

                       936A Beachland Boulevard, Suite 13
                              Vero Beach, FL 32963
          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation  of  registrant  under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12(b)  under the Exchange Act (17
CFR 240.14a-12(b))

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


                                       1
<PAGE>

Section 2 - Financial Information

Item 2.01      Completion of Acquisition or Disposition of Assets.

               On  May  13,  2005,  Chiste  Corporation,  a  Nevada  corporation
("Chiste"),  entered  into an Exchange  Agreement  ("Exchange  Agreement")  with
HydroGen,  LLC, an Ohio limited liability company ("HydroGen"),  certain members
of  HydroGen  representing  approximately  69.7% of the  outstanding  membership
interests, and Keating Reverse Merger Fund, LLC ("KRM Fund"). The closing of the
transactions  contemplated by the Exchange Agreement (the "Closing") occurred on
July 7, 2005. At the Closing,  pursuant to the terms of the Exchange  Agreement,
Chiste  acquired all of the  outstanding  membership  interests of HydroGen (the
"Interests")  from all the HydroGen  members.  All the HydroGen  members  either
executed  or joined  the  Exchange  Agreement  prior to the  Closing,  including
persons  investing  in  membership  units  as part  of a  private  placement  by
HydroGen.  The completion of the HydroGen private  placement of membership units
for a minimum gross proceeds of $5,000,000  and a maximum of  $10,000,000  was a
condition to the Closing.  HydroGen raised $6,536,283 in gross proceeds from the
private  placement,  and the  holders  of  $2,000,000  of  notes  converted  the
principal amount of their notes into membership units in the private  placement.
In the exchange  transaction,  Chiste issued to the HydroGen members,  including
the new investors and converting note holders, an aggregate of 742,255 shares of
Series B Convertible  Preferred  Shares,  par value $0.001 per share ("Preferred
Shares"),  which will be convertible  into shares of Chiste's  common stock.  In
addition, immediately following the closing of the exchange transaction,  Chiste
sold  to  several  institutional  investors,  211,569  Preferred  Shares  for an
aggregate purchase price of $7,000,000.

               Accordingly, after the exchange transaction and the institutional
investment,  Chiste  had an  aggregate  of  953,824  shares of  Preferred  Stock
outstanding  which are  convertible  into an aggregate of 176,793,329  shares of
common stock of Chiste ("Conversion Shares").

               The issuance of the Preferred Shares was and, upon conversion the
Conversion Shares will be, exempt from registration  under the Securities Act of
1933,  as amended (the  "Securities  Act"),  pursuant to Section  4(2)  thereof.
Chiste has agreed to register for reoffer and resale the  Conversion  Shares for
certain of the holders of Preferred Shares.

               On July 8, 2005,  Chiste  filed a press  release  announcing  the
Closing,  a copy of which is  attached  to this  Current  Report  on Form 8-K as
Exhibit 99.1.

               At the Closing,  HydroGen  became a  wholly-owned  subsidiary  of
Chiste and will continue as the principal operating company.

               Except  for  the   Exchange   Agreement   and  the   transactions
contemplated by that agreement,  neither Chiste, nor its directors and officers,
had any material relationship with HydroGen or any of the HydroGen members.

               Chiste   is   presently   authorized   under  its   Articles   of
Incorporation to issue  65,000,000  shares of common stock, par value $0.001 per
share, and 5,000,000 shares of Preferred Shares,  par value $0.001 per share. Of
the  5,000,000  shares of Preferred  Shares  authorized,  1,500,000  shares were
designated as Series B Convertible Preferred Shares pursuant to a certificate of
designations  ("Certificate  of  Designations"),  which was approved by Chiste's
board of  directors,  and filed with and accepted by, the  Secretary of State of
the State of Nevada  prior to the  Closing.  Immediately  prior to the  Closing,
Chiste had 9,396,629 shares of common stock issued and outstanding and no shares
of Series B Convertible Preferred Shares issued and outstanding.

                                       2
<PAGE>

               Each Preferred Share will be convertible into 185.35215 shares of
Chiste common  ("Conversion  Rate").  The Preferred  Shares  automatically  will
convert into the  Conversion  Shares upon the approval by a majority of Chiste's
common   stock  and   Preferred   Shares   holders   (voting   together   on  an
as-converted-to-common-stock  basis)  of a 1  for  25  reverse  stock  split  of
Chiste's outstanding common stock ("Reverse Split"). The Conversion Rate will be
adjusted for stock  splits,  combinations  of shares,  mergers and other events,
including a downward adjustment to account for the Reverse Split.

               The holders of  Preferred  Shares are  entitled to vote  together
with the  holders of the  common  stock,  as a single  class,  upon all  matters
submitted  to  holders of common  stock for a vote,  including  directors.  Each
Preferred  Share  carries  the number of votes  equal to the number of shares of
common stock issuable in its  conversion.  Immediately  following the closing of
the exchange  transaction,  the HydroGen members (including the new investors in
HydroGen and the converting note holders) and the institutional investors in the
Investment, collectively, owned approximately 95.0% of the total combined voting
power of all classes of Chiste's outstanding equity securities entitled to vote.

               In connection with the Exchange Agreement,  Chiste also converted
certain  outstanding  options to purchase HydroGen membership units into options
to purchase 8,558,600 shares of Chiste common stock at approximately an exercise
price of approximately $0.18 per share, on a pre-Reverse Split basis.

               In connection with the Reverse Split, Chiste's board of directors
may, in its discretion,  provide special  treatment to certain holders of common
stock to preserve round lot holders (i.e.,  holders owning at least 100 shares).
In the event Chiste's board determines to provide such special treatment, Chiste
stockholders  holding  2,500 or fewer  shares of  common  stock but at least 100
shares of common stock will receive 100 shares of common stock after the Reverse
Split,  and persons  holding  less than 100 shares of common  stock would not be
affected by the Reverse  Split.  The terms and  conditions of special  treatment
afforded to Chiste  stockholders  to preserve  round lot  stockholders,  if any,
including the record dates for determining  which  stockholders  may be eligible
for such special  treatment,  will be  established in the discretion of Chiste's
board of directors.

               The holders of the  Preferred  Shares have  entered into a voting
agreement.  The period of the voting agreement is one year from the closing date
of the exchange transaction,  except that certain institutional investors agreed
to the same  terms but for  shorter  periods.  Under the  voting  agreement  the
holders  have  agreed to vote in favor of the Reverse  Split,  the change of the
corporate  name of  Chiste to  another  selected  by  management  which  will be
"HydroGen  Corporation"  and  for  Leo  Blomen,  Joshua  Tosteson,  each  of two
individuals designated by each of Messrs. Blomen and Tosteson, and a designee of
Keating  Reverse  Merger Fund,  LLC to serve as  directors of Chiste.  They also
agree to maintain the board of  directors  at five persons for one year.  In the
event these  agreements are not observed,  Messrs.  Blomen and Tosteson have the
proxies of the  holders of the  Preferred  Shares that are parties to the voting
agreements  to enforce the voting  provisions  with respect to the Reverse split
and the corporate name change.

               Effective  as of the  Closing,  the  existing  sole  director  of
Chiste,  Kevin R. Keating,  resigned and the following  directors of Chiste were
appointed:

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<PAGE>

----------------------  ----------------  --------------------------------------
Name                            Age                 Position
----------------------  ----------------  --------------------------------------
Leo Blomen                      50        Chief Executive Officer and Director
----------------------  ----------------  --------------------------------------
Joshua Tosteson                 33        President and Director
----------------------  ----------------  --------------------------------------

               Also effective as of the Closing, the existing officers of Chiste
resigned,  and the following  officers were  appointed by the newly  constituted
Board of Directors:

---------------------  ------------------------ --------------------------------
Name                              Age                    Position
---------------------  ------------------------ --------------------------------
Leo Blomen                        50            Chief Executive Officer
---------------------  ------------------------ --------------------------------
Joshua Tosteson                   33            President
---------------------  ------------------------ --------------------------------
Scott Schecter                    48            Chief Financial Officer
---------------------  ------------------------ --------------------------------
Scott Wilshire                    43            Chief Operating Officer
---------------------  ------------------------ --------------------------------

               At  the  Closing,   Chiste  entered  into  a  financial  advisory
agreement  with Keating  Securities,  LLC ("Keating  Securities"),  a registered
broker-dealer,  pursuant to which Keating  Securities was  compensated by Chiste
for its advisory  services  rendered to Chiste in  connection  with the exchange
transaction.  The transaction  advisory fee was $325,000 and was paid in full at
Closing.

               Kevin R. Keating, Chiste's sole officer and director prior to the
exchange  transaction,  is  the  father  of  the  principal  member  of  Keating
Investments,  LLC. Keating Investments,  LLC is the managing member of KRM Fund,
which was the majority stockholder of Chiste prior to the exchange  transaction,
and Keating Securities,  LLC, the registered  broker-dealer affiliate of Keating
Investments,  LLC.  Kevin R.  Keating is not  affiliated  with and has no equity
interest in Keating  Investments,  LLC, KRM Fund or Keating Securities,  LLC and
disclaims any beneficial  interest in the shares of Chiste's  common stock owned
by  KRM  Fund.  Similarly,  Keating  Investments,  LLC,  KRM  Fund  and  Keating
Securities,  LLC  disclaim  any  beneficial  interest  in the shares of Chiste's
common stock currently owned by Kevin R. Keating.

               On March 7, 2005,  in its Current  Report on Form 8-K dated March
2,  2005,  Chiste  reported  the  execution  of a letter of  intent  to  acquire
HydroGen. On May 18, 2005, in its Current Report on Form 8-K dated May 13, 2005,
Chiste  reported the execution of the Exchange  Agreement and included a copy of
the Exchange  Agreement therein as Exhibit 2.5.  Additionally,  on May 31, 2005,
Chiste filed an Information  Statement on Schedule 14f-1  reporting the proposed
acquisition  of  HydroGen  and the  pending  change of  control of Chiste at the
Closing.  The  Information  Statement was mailed to the Chiste  stockholders  of
record on June 2, 2005.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

               Reference is made to the  disclosure set forth under Item 2.01 of
this Current  Report on Form 8-K,  which  disclosure is  incorporated  herein by
reference.

                                       4
<PAGE>

               In the exchange transaction for the acquisition of HydroGen,  the
issuance of the Preferred  Shares was, and upon  conversion  the issuance of the
shares of Chiste common stock  underlying  the  Preferred  Shares will be exempt
from  registration  under the  Securities  Act pursuant to Section 4(2) thereof.
Chiste made this  determination  based on the  representations  of the  HydroGen
members  (including  the  new  investors  in  HydroGen)  and  the  institutional
investors which included,  in pertinent part, that such persons were "accredited
investors"  within the meaning of Rule 501 of Regulation D promulgated under the
Securities  Act, that such persons were acquiring the Preferred  Shares and will
acquire the shares of Chiste's common stock underlying the Preferred Shares, for
investment  purposes  for their own  respective  accounts and not as nominees or
agents, and not with a view to the resale or distribution thereof, and that each
person understood that the Preferred  Shares,  and the shares of Chiste's common
stock underlying the Preferred Shares,  may not be sold or otherwise disposed of
without  registration  under  the  Securities  Act  or an  applicable  exemption
therefrom.

               Each Preferred Share will be convertible into 185.35215 shares of
Chiste common  ("Conversion  Rate").  The Preferred  Shares  automatically  will
convert into the Conversion  Shares after the approval by a majority of Chiste's
common   stock   and   Preferred   Share   holders   (voting   together   on  an
as-converted-to-common-stock  basis)  of a 1  for  25  reverse  stock  split  of
Chiste's  outstanding  common  stock  ("Reverse  Split").  The  Conversion  Rate
applicable to the Preferred Shares is subject to adjustment from time to time in
the  event  of  any  stock   dividend,   stock  split,   reverse   stock  split,
reorganization or other corporate event affecting the outstanding  capital stock
of Chiste  (including the Reverse  Split).  The Conversion Rate will be adjusted
downward to account for the Reverse Split.

               The holders of  Preferred  Shares are  entitled to vote  together
with the  holders of the  common  stock,  as a single  class,  upon all  matters
submitted  to  holders of common  stock for a vote,  including  directors.  Each
Preferred  Share  carries  the number of votes  equal to the number of shares of
common stock issuable in its  conversion.  Immediately  following the closing of
the exchange transaction and the Investment, the HydroGen members (including the
new investors in HydroGen and the converting note holders) and the institutional
investors  in the  Investment,  collectively,  owned  Preferred  Shares equal to
approximately  95% of the total combined voting power of all classes of Chiste's
outstanding equity securities entitled to vote.

               In connection with the Exchange Agreement,  Chiste also converted
certain  outstanding  options to purchase HydroGen membership units into options
to purchase  8,558,600  shares of Chiste  common  stock at an exercise  price of
approximately $0.18 per share, on a pre-Reverse Split basis.

               In connection with the Reverse Split, Chiste's board of directors
may, in its discretion,  provide special  treatment to certain holders of common
stock to preserve round lot holders (i.e.,  holders owning at least 100 shares).
In the event Chiste's board determines to provide such special treatment, Chiste
stockholders  holding  2,500 or fewer  shares of  common  stock but at least 100
shares of common stock will receive 100 shares of common stock after the Reverse
Split,  and persons  holding  less than 100 shares of common  stock would not be
affected by the Reverse  Split.  The terms and  conditions of special  treatment
afforded to Chiste  stockholders  to preserve  round lot  stockholders,  if any,
including the record dates for determining  which  stockholders  may be eligible
for such special  treatment,  will be  established in the discretion of Chiste's
board of directors.

                                       5
<PAGE>

               In the event of any  liquidation,  dissolution  or  winding up of
Chiste,  the assets of Chiste available for distribution to shareholders will be
distributed  first to the holders of the Preferred Shares up to the stated value
per share of $33.09  and then  among the  holders  of  Preferred  Shares and the
holders of any other class of equity securities of Chiste,  including the common
stock, pro rata, on an as-converted-to-common stock basis.

               The holders of Preferred  Shares are entitled to dividends in the
event  that  Chiste  pays cash or other  dividends  in  property  to  holders of
outstanding  shares of its common stock, which dividends would be made pro rata,
on an as-converted-to-common-stock basis.

               During any period in which the Preferred  Shares are outstanding,
Chiste is not  permitted to,  without  first  obtaining the approval (by vote or
written  consent,  as  provided by law) of the holders of at least a majority of
the then outstanding  Preferred Shares, voting as a separate class:

      o     create (by reclassification or otherwise) any new class or series of
            shares having rights,  preferences or privileges  equal or senior to
            the Series B Convertible Preferred Shares;

      o     directly or indirectly,  alter or change the rights,  preferences or
            privileges of the Series B Convertible Preferred Shares;

      o     amend Chiste's Articles of Incorporation in a manner that materially
            adversely  affects  the rights,  preferences  or  privileges  of the
            holders of the Series B Convertible Preferred Shares;

      o     increase or decrease  the  authorized  number of shares of Preferred
            Shares of Chiste as a whole;

      o     liquidate or wind-up Chiste; or

      o     redeem,  purchase  or  otherwise  acquire  (or pay into or set funds
            aside for a sinking  fund for such  purpose)  any share or shares of
            Preferred  Shares  or common  stock;  provided,  however,  that this
            restriction  will not  apply to the  repurchase  of shares of common
            stock from  employees,  officers,  directors,  consultants  or other
            persons performing services for Chiste or any subsidiary pursuant to
            agreements  under  which  Chiste has the option to  repurchase  such
            shares at cost upon the  occurrence of certain  events,  such as the
            termination of  employment,  or through the exercise of any right of
            first refusal.

               Upon the  occurrence  of the Mandatory  Conversion,  or any other
redemption or extinguishment of the Series B Convertible  Preferred Shares,  the
shares converted, redeemed or extinguished automatically will be returned to the
status of  authorized  and unissued  shares of Preferred  Shares,  available for
future  designation and issuance  pursuant to the terms of Chiste's  Articles of
Incorporation.

Item 3.03 Material Modification to Rights of Security Holders

               Reference is made to the disclosure set forth under Items 2.01
and 3.02 of this Current Report on Form 8-K, which disclosure is incorporated
herein by reference.

                                       6
<PAGE>

               As a result of the Closing,  the completion of the Investment and
the issuance of the Preferred  Shares,  the HydroGen members  (including the new
investors in HydroGen and the  converting  note  holders) and the  institutional
investors in the Investment  (collectively,  the "Preferred  Stockholder Group")
own  approximately  95.0% of the total  combined  voting power of all classes of
Chiste's outstanding capital stock entitled to vote.

               In connection with the Exchange Agreement,  Chiste also converted
certain  outstanding  options to purchase HydroGen membership units into options
to purchase 8,558,600 shares of Chiste common stock at approximately an exercise
price of approximately $0.18 per share, on a pre-Reverse Split basis.

               Upon Mandatory Conversion of the Preferred Shares, and subject to
an  adjustment  of the  Conversion  Rate as a result of the Reverse  Split,  the
Preferred  Stockholder  Group  will,  in the  aggregate,  receive  approximately
7,071,733  shares of Chiste common stock . The existing  stockholders of Chiste,
following the Mandatory  Conversion  and Reverse Split,  will own  approximately
375,866 shares of Chiste common stock.

               On a fully diluted  basis after giving effect to the  outstanding
options to purchase Chiste common stock, and after the Mandatory  Conversion and
Reverse Split, the Preferred Stock Group,  the existing Chiste  stockholders and
the Chiste  option  holders  will own  90.8%,  4.8% and 4.4%,  respectively,  of
Chiste's fully diluted common stock.

Section 5 - Corporate Governance and Management

Item 5.01      Changes in Control of Registrant.

               Reference  is made to the  disclosure  set forth under Items 2.01
and 5.02 of this Current  Report on Form 8-K, which  disclosure is  incorporated
herein by reference.

Item 5.02       Departure of Directors or Principal Officers; Election of
                Directors; Appointment of Principal Officers.

               Reference is made to the  disclosure set forth under Item 2.01 of
this Current  Report on Form 8-K,  which  disclosure is  incorporated  herein by
reference.

               Effective  as of the Closing,  Kevin R.  Keating  resigned as the
prior sole  officer  and  director of Chiste,  and the  following  persons  were
appointed the newly  constituted board of directors and to the officer positions
as indicated:

Name                       Age              Position
------------------    -------------      ---------------------------------------
Leo Blomen                  50           Chief Executive Officer and Director
Joshua Tosteson             33           President and Director
Scott Schecter              48           Chief Financial Officer
Scott Wilshire              43           Chief Operating Officer

               Dr. Leo Blomen, Chief Executive Officer and Director

               Dr. Blomen has been the Chief Executive Officer of HydroGen since
2001, and has been active in fuel cells for almost 20 years.  From 1996 to 2000,
Dr. Blomen served as Executive  Director and Head of the International  Division
of NUON, the largest  electric,  gas, water and telecom  utility  company in the

                                       7
<PAGE>

Netherlands  serving millions of customers and with over $4 billion in revenues.
Dr.  Blomen was  responsible  for  starting  and building a portfolio of over 20
companies in countries such as USA, UK, China,  Czech Republic,  and Israel.  He
served on the Boards of most of those  companies,  and invested  several  $100's
million  successfully.  Among  these  investments  were a  number  of fuel  cell
projects,  including the  installation and operation of the world's first 100 kW
solid oxide fuel cell (SOFC) system,  supplied by  Westinghouse  to a consortium
led by NUON. Prior to his NUON assignment, he worked on several energy companies
through his own consulting  company  Blomenco B.V.,  including the Dutch company
Heron Turbines  B.V.,  which has built a compact 1.4 MW gas turbine with 43% net
electrical  efficiency.  Dr.  Blomen was also  responsible  for making the first
designs of fuel cell / gas  turbine  combination  systems  under  contract  from
Westinghouse.  He was the primary editor of a book on Fuel Cell Systems  (Plenum
Press, 1993). From 1983 to 1992, Dr. Blomen served in several capacities for the
engineering contractor KTI (Kinetics Technology  International),  a world leader
in hydrogen plant  construction,  most of the time on its Board and as Group VP.
He  initiated  and  managed  over 40  research,  development  and  demonstration
projects in Europe and the USA, including the construction of the first two PAFC
power plants in Europe,  as well as several  steam  reformer  developments.  Dr.
Blomen is a co-founder of the EFCG  (European Fuel Cell Group) and has served as
its Treasurer  throughout  its  existence.  EFCG merged with FuelCell  Europe in
2004. He holds a doctorate of medicine from Leiden University and an engineering
degree in chemical  technology from Delft  University.  Dr. Blomen will devote a
minimum of 50% of his professional  time to Hydrogen,  augmenting the day-to-day
full time  management  activities of Mr. Tosteson with his decades of experience
in portfolio  management  of  companies.  The Messrs.  Blomen and Tosteson  have
developed  this  management  model  over  the  past  three  years  of  intensive
collaboration in developing HydroGen.

               Joshua Tosteson, President and Director

               Mr.  Tosteson has been the  President of HydroGen  since 2001 and
has been  active  in the  fields of earth  systems  science,  education,  public
outreach, management consulting, and environmental  entrepreneurship for over 10
years.  He is a co-founder  of  FullCircle  LLC, a New  York-based  company that
deploys  facilities to remediate  organic  waste streams and produce  high-value
organic soil amendments, and which consults to international development and aid
organizations.   Over   2000-2001,   Mr.   Tosteson   served  on  assignment  as
Eco-Industrial  Development  Manager for the redevelopment of a deactivated army
ammunition  site in  Louisiana.  In this  capacity  on behalf of the  Operations
Support Command of the US Army, Mr. Tosteson and colleagues attracted over $20MM
in private and Federal investment to establish two new commercial  manufacturing
operations  on  the  site  utilizing   regionally  available  waste  streams  as
feedstock.  From  1994-97,  Mr.  Tosteson  served  in  various  capacities  as a
management  consultant for the Biosphere 2 facility in Oracle,  AZ, supporting a
comprehensive  effort to re-tool and reorganize the project that culminated in a
long-term facility management contract with Columbia University. Concurrently to
that  assignment  he served as an Adjunct  Fellow and  researcher at the Kennedy
School  of  Government,  Harvard  University.  He has  published  widely  in the
peer-reviewed and popular literature.  He holds degrees in environmental science
and public policy (BA, Harvard University) and atmospheric science (MA, Columbia
University).

                                       8
<PAGE>

               Scott Schecter, Chief Financial Officer

               Mr. Schecter was the interim Chief Financial  Officer of HydroGen
from June 2004 to March 2005,  when he became the Chief  Financial  Officer on a
full time basis. From 1994-2004,  Mr. Schecter, a CPA, served as Vice President,
Chief  Financial  Officer and  Treasurer  of Fuel-Tech  N.V., a  publicly-traded
technology  company in the air pollution  control,  fuel  treatment and software
businesses.   He  also  served  as  Chief  Financial  Officer  of  Clean  Diesel
Technologies, Inc., a publicly-traded development stage company in the specialty
chemical business from 1995 through 1999. In 1990, Mr. Schecter  participated in
a  management  buyout of American  Vision  Centers,  Inc.,  a consumer  products
company,  and served as that company's Senior Vice President and Chief Financial
Officer  through  January 1994.  After  graduating with his MBA from the Wharton
School of the University of  Pennsylvania,  Mr.  Schecter  served as a corporate
development  officer  for  W.  R.  Grace  &  Co.  from  1986-1990,  focusing  on
acquisitions, strategic investments and divestitures. Schecter received his B.S.
in Accounting from the State University of New York at Albany,  and was a member
of the Board of  Directors  of Fuel Tech,  Inc.  (the  operating  subsidiary  of
Fuel-Tech N.V.) and American Vision Centers, Inc.

               Scott Wilshire, Chief Operating Officer

               Mr.  Wilshire has been HydroGen's  Chief Operating  Officer since
early  2005.  From  1999  to  2004,  he was  employed  at  Plug  Power  Inc.,  a
publicly-traded  proton exchange membrane (PEM) fuel cell manufacturing company.
Mr.  Wilshire  joined Plug Power in March 1999 as Director of Large  Residential
Systems and was appointed Director of Marketing  Engagement in November 2000. In
his latter capacity, Wilshire was responsible for all customer interface and new
business  development as well as management of Plug Power's  commercial  launch,
product training and  documentation and applications  engineering.  In addition,
Mr.  Wilshire has over  eighteen  years of  engineering  experience in the power
generation industry.  Prior to joining Plug Power, from 1997 to 199, he was with
General  Electric  Nuclear Energy in the Nuclear Field  Engineering  Program and
from 1984 to 1999, he was with Lockheed Martin in various engineering and senior
management  positions  that  culminated in his  management of reactor  servicing
design for the USS Virginia class submarine  program.  He received a Bachelor of
Science degree in Marine Engineering/Nuclear  Engineering from the United States
Merchant Marine  Academy,  a Master of Business  Administration  from Rensselaer
Polytechnic  Institute,  and completed  the U.S. Navy Nuclear Power  Engineering
School.

               The  board  of  directors  of  Chiste,  as of  the  Closing,  was
increased to five (5) members.  As of the Closing,  Kevin R.  Keating,  Chiste's
current sole officer and director resigned, and the newly-appointed directors of
Chiste initially  consist of two member of HydroGen's  current  management,  Leo
Blomen and Joshua Tosteson. Thereafter, the remaining director positions will be
as follows:  two directors to be designated by Messrs.  Blomen and Tosteson (the
"Management Designates") and one director to be designated by KRM Fund (the "KRM
Designate")  each of which are expected to be appointed  within thirty (30) days
following the Closing.  KRM Fund, certain HydroGen members and the institutional
investors in the  Investment,  such persons in the aggregate  representing  more
than a majority of the outstanding  shares entitled to vote, have each agreed to
vote their shares of Chiste's voting securities:  (i) to elect the KRM Designate
to Chiste's  board for a period  ranging from 90 days to one year  following the
Closing and to vote for such other  persons  that may be  designated  by Messrs.
Blomen and Tosteson to fill any vacant position on the board of directors (other
than KRM  Designate),  and (ii) to approve the  Reverse  Split and the change of
Chiste's corporate name (collectively, the "Actions").

                                       9
<PAGE>

               Employment Arrangements

               Dr. Leo Blomen will be a director and the Chief Executive Officer
of Chiste after the  Exchange.  Dr.  Blomen  currently  is not employed  under a
written contract. The basic terms of an agreement have been negotiated,  subject
to approval of the board of directors  and final  negotiation  about certain tax
issues relating to Dr. Blomen being a Dutch national.  Dr. Blomen is entitled to
a  compensation  package of  approximately  $200,000  and is  provided  benefits
comparable to the other executives of HydroGen.

               Joshua  Tosteson  will be a director and the  President of Chiste
after the Exchange.  HydroGen has entered into an employment  agreement with Mr.
Tosteson as the President for a period of three years  commencing April 1, 2005,
renewable on an automatic basis annually  thereafter.  Mr. Tosteson is obligated
to spend his full business time on the requirements of HydroGen and Chiste.  The
agreement may be terminated for cause at any time by HydroGen.  If the agreement
is terminated without cause, HydroGen will owe Mr. Tosteson six months severance
pay.  Mr.  Tosteson  will be paid an annual  salary of  $185,000,  which will be
increased to $225,000 upon completion of a secondary offering of the post-merger
company. Mr. Tosteson will be entitled to various bonuses upon HydroGen reaching
various  milestones which will be determined by the Chief Executive  Officer and
Mr. Tosteson  within the next several  months.  Mr. Tosteson will be eligible to
participate  in the  standard  benefits  offered to all  employees  of HydroGen,
including coverage under the company medical and disability plans.

               Scott  Schecter  will be the Chief  Financial  Officer  of Chiste
after the Exchange.  HydroGen has entered into an employment  agreement with Mr.
Schecter as the Chief Financial  Officer of HydroGen for a period of three years
at the  rate of  $200,000,  increasing  to  $250,000  upon the  completion  of a
secondary offering of the post-merger  company.  The agreement may be terminated
at any time for cause,  however if Mr. Schecter is terminated  without cause, he
is entitled to one year severance pay from HydroGen,  plus the  acceleration  of
certain rights to options that would have been otherwise earned. Mr. Schecter is
obligated to spend his full  business time on the  requirements  of HydroGen and
Chiste. Mr. Schecter received an equity interest in HydroGen (which will convert
into Series B Preferred Shares) as part of his prior consulting agreement. Under
the new agreement, Mr. Schecter has been granted an option commencing April 2005
to acquire  Chiste  common  stock after the  Exchange  for  109,067  shares on a
post-Reverse  Split  basis,  exercisable  until  April 2015 at $4.538 per share.
These  options  vest  rateably  each month  until  April  2008.  He also will be
eligible to receive  awards of  additional  options to acquire  future awards of
common stock of Chiste.  Mr.  Schecter  will be eligible to  participate  in the
standard benefits offered to all employees of HydroGen, including coverage under
the company medical and disability plans.

               Scott  Wilshire  will be the Chief  Operating  Officer  of Chiste
after  the  Exchange.  In  March of 2005  HydroGen  entered  into an  employment
agreement  with Mr.  Wilshire as the Chief  Operating  Officer of HydroGen for a
period of three years at the rate of $150,000 per year,  increasing  to $180,000
upon completion of second offering of the post merger company. In addition,  Mr.
Wilshire is entitled to bonuses based upon his  performance  and the performance
of the company. Mr. Wilshire is obligated to spend his full business time on the
requirements of HydroGen and Chiste.  Mr. Wilshire can be terminated at any time
for cause.  If Mr.  Wilshire  is  terminated  without  cause,  he is entitled to
receive one year severance  pay.  Under the terms of this contract Mr.  Wilshire
has  earned,  and  continues  to earn,  an equity  interest  in  HydroGen.  This
arrangement  will be modified to a right to acquire common stock of Chiste after
the Exchange  representing  81,974  shares of Chiste common stock at an exercise
price of $4.538  per share on a  post-Reverse  Split  basis,  exercisable  until
January 31, 2015 once vested. These options vest rateably each month until March
2008.  Mr.  Wilshire will be eligible to  participate  in the standard  benefits
offered to all  employees  of  HydroGen,  including  coverage  under the company
medical and disability plans.

                                       10
<PAGE>

               Hydrogen  has  entered  into an  employment  agreement  with  Mr.
Gregory Morris as the Senior  Vice-President.  Mr. Morris will be paid an annual
salary of  $110,000,  increasing  to $160,000  after  completion  of a secondary
offering of the post-merger company. In addition, Mr. Morris will be entitled to
receive  both cash and an award of shares  of common  stock of Chiste  after the
Exchange  in the  event  that  he  generates  certain  sales  opportunities  for
HydroGen,  upon closing of those sales. The amount of cash and stock earned will
depend upon the size of the sales.  Mr. Morris can be  terminated  any time with
cause.  If he  is  terminated  without  cause,  he is  entitled  to  six  months
severance,  plus  whatever  bonuses he may earn if HydroGen  closes,  within six
months of  termination,  on a sale  opportunity  he  generated.  Mr. Morris will
devote a minimum  of 70% of his  workday to  HydroGen.  He will be  eligible  to
participate  in the  standard  benefits  offered to all  employees  of HydroGen,
including coverage under the company medical and disability plans.

               Board of Directors - Committees

               Until  further  determination  by the  Board,  the full  Board of
Directors  will  undertake  the  duties  of the  Audit  Committee,  Compensation
Committee and Nominating Committee of the Board of Directors.

               Director Compensation

               Persons who are  directors but employed by Chiste or a subsidiary
will  not  receive  additional  compensation  for  their  directorships.   Other
directors  will be paid an annual  retainer,  reimbursed  expenses  and  granted
options or similar  equity  awards in amounts to be  determined  by the board of
directors.

               Code of Ethics

               The board of  directors  has  adopted  a code of  ethics  that is
designed to deter  wrongdoing  and to promote  ethical  conduct and full,  fair,
accurate, timely and understandable reports that the company files or submits to
the SEC and others. A copy of the code of ethics is an exhibit to this Form 8-K.

               Shareholders  may contact  members of the board of  directors  by
writing to them in care of the  corporate  secretary  at the  headquarters.  The
corporate secretary will forward  correspondence  received to the directors from
time to time.

               Stock Option Plan

               In  July  2005,   the  board  of  directors   approved  our  2005
performance  equity plan  pursuant to which a total of 500,000  shares of common
stock were  reserved for issuance in  connection  with the awards  available for
grant.  The 2005  plan will be  submitted  to  shareholders  for  approval.  The
following types of awards may be granted under the 2005 plan:

                                       11
<PAGE>

      o     incentive stock options;

      o     non qualified stock options;

      o     stock appreciation rights;

      o     restricted stock awards;

      o     stock bonuses; or

      o     other forms of stock benefits.

               Incentive  stock  options may be granted  only to our  employees.
Other benefits may be granted to our consultants, directors (whether or not they
are employees of ours),  employees and officers.  Currently  there are no awards
outstanding under the 2005 plan.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

               Effective as of the Closing,  pursuant to the  provisions  of the
bylaws of Chiste,  applicable  to all  holders of  capital  stock,  the Board of
Directors  of Chiste,  by  resolution  increased  the number of directors on the
Board of Directors of Chiste from one to five.

               On July 5, 2005, Chiste filed the Certificate of Designations for
the creation of the Series B Convertible  Preferred Shares.  The descriptions of
the Preferred  Shares in Items 2.01 and 3.02 of this Current  Report on form 8-K
are incorporated herein by reference.

Section 8

Item 8.01 Other Events.

               The following is a description of the acquired company, HydroGen,
LLC, which will be operated as a wholly-owned subsidiary by Chiste Corporation.

Overview

               HydroGen  is a  development  stage  company  established  to be a
developer of  multi-megawatt  fuel cell systems  utilizing its  proprietary  400
kilowatt  (kW)  phosphoric  acid  fuel  cell  (PAFC)  technology.   HydroGen  is
positioning itself to compete in the growing distributed generation market, with
the  intention of offering  complete fuel cell systems in the 6-30 megawatt (MW)
range at prices that  HydroGen's  management  believes will be competitive  with
incumbent  generating  technologies in this size class, and significantly  lower
than other fuel cell technologies.

               HydroGen commenced operations as an unincorporated entity in May,
2001, using a limited liability  operating agreement to govern the relationships
of the parties.  The original  founders  were Fuel Cell  Corporation  of America
("FCA"),  Joshua L. Tosteson,  Leo Blomen and Andrew Thomas. FCA obtained 55% of
the  initial  equity  interests  in  HydroGen  for the  contribution  of various
intellectual property assets which was completed on November 11, 2001. The other
persons obtained an aggregate of 45% of the initial equity interests in HydroGen
for services and future services.  The formation  documentation of HydroGen as a
limited liability company was filed in January 2002 in the State of Ohio.

                                       12
<PAGE>

               To  date,   HydroGen  has  generated  revenues  of  approximately
$100,000 from  operations  but remains in the  "developmental"  stage.  Since it
organization, HydroGen has raised an aggregate of $15,536,283 in equity capital,
including  the July 2005  capital  raise and  previously  issued  debt which was
converted into equity, to fund its business operations.  In light of the capital
raise of $13,536,283  in July 2005,  HydroGen  believes  currently it has enough
capital to engage in its operations for at least the next twelve months.

Acquisition of HydroGen by Chiste Corporation

               On July  7,2005,  all the  members  of  HydroGen  (including  new
investors who  participated  in the  $6,536,283  private  placement  offering of
membership  interests  by HydroGen  prior to the exchange  transaction  and note
holders who converted  $2,000,000 in notes) exchanged their membership interests
in HydroGen for shares of Chiste  Preferred Shares as a result of which HydroGen
became a wholly-owned  subsidiary of Chiste,  and will continue as the operating
subsidiary.  The exchange of  securities  was pursuant to an Exchange  Agreement
entered into on May 13, 2005.  Chiste issued to the HydroGen members  (including
new investors in the private placement and converting note holders) an aggregate
of 742,255 shares of Series B Convertible Preferred Shares, par value $0.001 per
share, of Chiste  ("Preferred  Shares"),  which are  convertible  into shares of
Chiste common stock, at the current  conversion  rate of 185.35215  ("Conversion
Rate") shares of common stock for one Preferred Share ("Conversion Shares"). The
issuance  of the  Preferred  Shares  to  the  HydroGen  members  was  and,  upon
conversion the  Conversion  Shares will be, exempt from  registration  under the
Securities Act of 1933, as amended (the "Securities  Act"),  pursuant to Section
4(2) thereof.

               The  Preferred  Shares   automatically   will  convert  into  the
Conversion  Shares upon the approval by a majority of Chiste's  common stock and
Preferred  Shares holders  (voting  together on an  as-converted-to-common-stock
basis) of a 1 for 25 reverse  stock split of Chiste's  outstanding  common stock
("Reverse Split").  The Conversion Rate will be adjusted downward to account for
the Reverse Split.

               The holders of  Preferred  Shares are  entitled to vote  together
with the  holders of the  common  stock,  as a single  class,  upon all  matters
submitted  to  holders of common  stock for a vote,  including  directors.  Each
Preferred  Share  carries  the number of votes  equal to the number of shares of
common stock issuable in its conversion.

               In connection with the Reverse Split, Chiste's board of directors
may, in its discretion,  provide special  treatment to certain holders of common
stock to preserve round lot holders (i.e.,  holders owning at least 100 shares).
In the event Chiste's board determines to provide such special treatment, Chiste
stockholders  holding  2,500 or fewer  shares of  common  stock but at least 100
shares of common stock will receive 100 shares of common stock after the Reverse
Split,  and persons  holding  less than 100 shares of common  stock would not be
affected by the Reverse  Split.  The terms and  conditions of special  treatment
afforded to Chiste  stockholders  to preserve  round lot  stockholders,  if any,
including the record dates for determining  which  stockholders  may be eligible
for such special  treatment,  will be  established in the discretion of Chiste's
board of directors.

                                       13
<PAGE>

               The holders of the  Preferred  Shares have  entered into a voting
agreement.  The period of the voting agreement is one year from the closing date
of the exchange transaction,  except that certain institutional investors agreed
to the same terms but for shorter periods.  Under the voting agreement they have
agreed to vote in favor of the Reverse  Split,  the change of the corporate name
of Chiste to another selected by management which will be "HydroGen Corporation"
and for Leo Blomen,  Joshua Tosteson,  each of two individuals which one will be
designated  by each of Messrs  Blomen and  Tosteson  and a  designee  of Keating
Reverse  Merger Fund,  LLC to serve as  directors of Chiste.  They also agree to
maintain the board of directors at five persons.  In the event these  agreements
are not observed,  Messrs Blomen and Tosteson have the proxies of the holders of
the  Preferred  Shares that are parties to the voting  agreements to enforce the
voting provisions relating to the Reverse Split and the corporate name change.

Recent Financing

               With the closing of the exchange  transaction,  the completion of
HydroGen's private placement of membership  interests  generating gross proceeds
of  $6,536,283,   and  the  sale  of  Preferred  Shares  to  several  affiliated
institutional  investors for an aggregate of $7,000,000 in gross  proceeds,  the
company  recently  raised an aggregate of  $13,536,283.  In connection  with the
exchange  transaction  and  private  placement,   holders  of  an  aggregate  of
$2,000,000 of debt of HydroGen  converted their principal into Preferred  Shares
on the same terms as the investors in the private placement. Battenkill Capital,
Inc. was the placement agent for the private placement and engaged certain other
selling  agents.  Together  Battenkill  and the other  selling  agents were paid
$1,010,346  and issued  HydroGen  membership  interests  which were  immediately
exchanged for 17,948  Preferred  Shares,  which are  convertible  into 3,326,700
shares of Chiste's common stock on a pre-Reverse  Split basis.  The net proceeds
to Chiste,  less commission to the placement agent, on a consolidated basis from
the offerings was $12,525,937.

               In  connection  with the HydroGen and Chiste  private  offerings,
Chiste has agreed to register the Conversion Shares. Chiste is obligated to file
a  registration  statement  within  90  days  of the  closing  of  the  exchange
transaction and use its commercially reasonable efforts to have the registration
statement declared  effective as soon as practicable.  In the event that it does
not file the registration statement as agreed or have the registration statement
effective by 150 days after the closing of the exchange transaction, it must pay
to certain holders of the Preferred Shares cash penalties as liquidated damages.
The liquidated damages may aggregate as much as $700,000, and are in addition to
other  damages  and  penalties  that the  holders  with this right may seek from
Chiste.  Chiste must keep the registration  statement effective for such time as
is required to permit the persons with registered shares to be able to sell them
in the public market either under the registration statement or Rule 144.

Chiste Corporation

               Chiste was  incorporated  in Nevada in July 1999 as TSI Handling,
Inc. In 2000, the corporate name was changed to Dyna-Cam  Engine  Corporation to
pursue developing an axial cam-drive,  free piston design,  internal  combustion
engine.  There was  insufficient  funding to implement  this  business plan and,
effective June 30, 2003,  after defaults and proper  notifications,  the largest
senior  secured  lender,  Aztore  Holdings,  Inc.,  acted to dispose of Chiste's
assets  pursuant to its rights as a secured lender under its notes and Article 9
of the Uniform  Commercial  Code. The asset  disposition  did not satisfy all of
Aztore's secured liabilities.  As a requirement for continued support of Chiste,
Aztore agreed to restructure its remaining  liabilities into a series of secured
notes.  The Aztore secured notes were  convertible  into shares of common stock,
and subsequently the Aztore secured notes were acquired by KRM Fund.

                                       14
<PAGE>

               Chiste then  conducted its  operations as a "shell"  corporation,
the business plan of which was to identify and complete a merger or  acquisition
with a non-public  entity whose business  presented an opportunity  for Chiste's
shareholders.  Chiste's management  reviewed a number of business  opportunities
and as of May 13, 2005  entered  into an exchange  agreement  to acquire all the
HydroGen  membership  interests.  Because  Chiste had no current  operations  or
assets,  the  consummation  of the  exchange  agreement  and the related  equity
capital raise significantly reduced the then current stockholders'  ownership of
Chiste.

               To  prepare  for a  merger  or  acquisition  transaction,  Chiste
obtained   shareholder   approval  to  change  its  name  from  Dyna-Cam  Engine
Corporation to Chiste  Corporation and to implement a  one-for-fifty  (1-for-50)
reverse stock split, which became effective May 16, 2004.

               On May 4, 2004, Chiste agreed to sell to KRM Fund an aggregate of
800,000 shares of its common stock,  as adjusted for the May reverse split, at a
price of $0.10 per share for a total  purchase  price of $80,000.  Concurrently,
KRM Fund  purchased  from  Aztore  the  secured  notes for a  purchase  price of
$360,000,  which it immediately converted into 6,645,000 shares of common stock.
In connection with the above  transactions,  Chiste's debt obligations to Aztore
were fully discharged,  and an unrelated judgment creditor agreed to convert its
$24,500 liability into 245,000 shares of common stock.

               As part of KRM Fund's purchase of Chiste's  securities,  Kevin R.
Keating  was  appointed  as the  corporate  secretary  effective  May  4,  2004.
Subsequently,  Kevin R. Keating was  appointed a director  and the  president of
Chiste.

               In order to fund the working capital needs of Chiste,  on May 27,
2004, it sold to KRM Fund 100,000  shares of common stock at a purchase price of
$0.10 per share,  for an aggregate  consideration  of $10,000.  On May 27, 2004,
400,000  shares of its common  stock of Chiste were issued to Kevin R.  Keating,
its sole  officer and  director,  as  compensation  for services  rendered,  and
100,000  shares of common stock of Chiste were issued to an outside  advisor for
consulting  services.  On  November  11, 2004 and April 4, 2005,  Chiste  issued
100,000  and  135,000  shares of its  common  stock to an  outside  advisor  for
consulting services valued at $23,500.  All of the shares of common stock issued
above were  granted  "piggyback"  registration  rights which have been waived in
connection with the  registration  statement for the common stock underlying the
Preferred Shares.

Company Offices

               The  headquarters  of  HydroGen  are  at  1801  Route  51  South,
Jefferson  Hills,  PA 15025,  and the telephone  number is (412)  405-1000.  The
offices  of  Chiste,  as  of  the  closing  of  the  exchange  transaction  were
transferred to this address.


                                       15
<PAGE>

                                  RISK FACTORS

               The  business,  financial  condition  and  operating  results  of
Chiste,  including HydroGen, could be adversely affected by any of the following
factors,  in which  event the value of the  equity  securities  of Chiste  could
decline, and investors could lose part or all of their investment. The risks and
uncertainties  described  below are not the only ones that the combined  company
faces. Additional risks and uncertainties not presently known to management,  or
that management currently thinks are immaterial, may also impair future business
operations.

Forward Looking Statements

               Included herein are forward-looking statements within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements  other than statements of historical  facts
contained  in  this  prospectus,   including  statements  regarding  our  future
financial position, business strategy and plans and objectives of management for
future operations,  are forward-looking  statements. The words "believe," "may,"
"estimate,"   "continue,"   "anticipate,"   "intend,"   "expect"   and   similar
expressions,  as they relate to us, are  intended  to  identify  forward-looking
statements.  We have  based  these  forward-looking  statements  largely  on our
current  expectations  and projections  about future events and financial trends
that we believe  may  affect our  financial  condition,  results of  operations,
business  strategy and financial  needs.  These  forward-looking  statements are
subject to a number of risks,  uncertainties  and  assumptions  described in the
risk  factors  and  elsewhere  herein.  These  risks are not  exhaustive.  Other
sections  include  additional  factors which could adversely impact our business
and financial performance.  You should not rely upon forward-looking  statements
as  predictions  of future  events.  We cannot  assure  you that the  events and
circumstances  reflected in the  forward-looking  statements will be achieved or
occur and actual  results could differ  materially  from those  projected in the
forward-looking statements.

Risk Factors

               HydroGen is in its early stages of development  and has a limited
operating  history.  HydroGen  was  formed in 2001 and has a  limited  operating
history. An investment in the company should be viewed in light of the risks and
uncertainties  inherently faced by a company in the early stages of development.
There can be no assurance  that  HydroGen,  the operating  subsidiary of Chiste,
will  achieve or sustain  profitability  or positive  cash flows from  operating
activities in the future. Investors may lose their investment or the opportunity
to profit from a developing business.

               HydroGen will require a substantial  amount of additional capital
to fully execute its business plan and is uncertain  about the  availability  of
such  additional   funds.  The  business  plan  calls  for  the  expenditure  of
substantial  capital to finance power plant  development  projects,  finance the
retooling of the existing Pittsburgh area fuel cell manufacturing  facility, and
construction  of a  production  facility  with  capacity  for future large scale
serial  production of fuel cell stacks and potentially for other components used
in the fuel cell power plants that HydroGen plans to sell and deliver.  HydroGen
will require  additional  capital to fund its expenditures,  including  business
development,  operating  losses,  and other cash needs to  implement  its market
entry and cost reduction phases.  Furthermore, if HydroGen decides to expand the
business  beyond what is currently  planned,  substantial  amounts of additional
capital will be required.  HydroGen  plans in the future to seek portions of the
required funding from commercial  sales,  existing state incentive  programs for
fuel cells, and federally funded fuel cell demonstration  programs.  It may seek
funds under low interest incentive based loans supported by one or more selected
states.  Although  HydroGen  currently  plans  to  obtain  some of the  required
additional  financing through the issuance of debt  instruments,  conditions and
circumstances  may change such that HydroGen may decide to raise capital through
the  issuance of equity  securities,  which would result in dilution to existing
shareholders.  Any such  financing  terms may be  adverse to  existing  security
holders of HydroGen and could impose operational limitations on HydroGen.  There
can be no  assurance  that  such  additional  financing  will  be  available  to
HydroGen.

                                       16
<PAGE>

               HydroGen has rights to use the technology previously developed by
Westinghouse Electric Power Division,  and may have some additional  development
risks.  HydroGen  acquired the rights to assets to certain fuel cell  technology
developed in the 1980s and early 1990s by Westinghouse  Electric Power Division.
Although the technology met or surpassed most design  specifications and program
development milestones of the research and development program, there exist some
areas  where  further  development  was  recommended.  Moreover,  certain  basic
materials  and  components  may have  changed in nature or  specifications,  and
additional associated problems may materialize during the production of the fuel
cells and fuel cell  stacks.  There is no  certainty  that fuel cell  production
after  de-mothballing  the  Pittsburgh  area  production  plant  will not have a
material impact upon the performance,  profitability, and cash flows from future
operations.

               The  nature  and  scope  of   HydroGen's   rights  to  technology
previously developed by Westinghouse  Electric Corporation in collaboration with
the United States Department of Energy ("DOE") are unclear. HydroGen's principal
intellectual  property rights with respect to fuel cell technology were acquired
by a predecessor entity from the Westinghouse  Electric Corporation on March 31,
1993. The agreement  governing that purchase contains a very limited description
of those  intellectual  property  rights and very  limited  representations  and
warranties   from   Westinghouse  as  to  the  sufficiency  or  scope  of  those
intellectual  property  rights.  The technology was developed by Westinghouse in
collaboration  with the DOE and the precise nature and extent of  Westinghouse's
rights to such  technology,  which are now owned by HydroGen,  are  unclear.  In
particular,   certain  contracts  between  Westinghouse  and  the  DOE  required
Westinghouse  to disclose  inventions or  discoveries  to the DOE or to lose its
rights as to them.  Documentation is neither complete as to such contracts,  nor
as to  disclosure  and  communications  between  the DOE and  Westinghouse  with
respect to the technology and intellectual property developed under them. To the
extent  that the DOE or other  parties  assert  claims or  rights to  HydroGen's
intellectual  property acquired from Westinghouse,  HydroGen's ability to pursue
its proposed business activities could be materially and adversely affected.

               HydroGen relies on trade secret and similar means to protect much
of its  intellectual  property  which  may not prove to be  effective,  with the
effect of an  impairment  in our rights.  HydroGen  relies on trade  secret law,
confidentiality  agreements and physical  security such as restricted  access to
protect much of its intellectual property.  These means of protection may not be
effective  with  the  consequence  that  others  may  obtain  knowledge  of  our
intellectual  property.  To protect its rights that others learn  illegally  may
require HydroGen to expend time and financial  resources pursuing court actions.
These actions are typically  expensive and are not always conclusive in favor of
the claimant. In addition, though HydroGen believes doing so would be difficult,
it may be possible for third parties to reverse  engineer its fuel cells through
inspection  and testing.  Finally,  it is possible  that third party patents may
exist  on  which  HydroGen's  technology  may  infringe.   HydroGen's  financial
condition  may be impaired in any such events,  and it may lose its  competitive
position as a result.

                                       17
<PAGE>

               HydroGen has no experience  manufacturing  fuel cell power plants
on a commercial  basis.  HydroGen has no experience  designing and manufacturing
fuel cell power plants on a commercial basis.  HydroGen does not know whether or
when it will be able to develop efficient, low-cost manufacturing capability and
processes  that will enable its to meet the  production  standards or production
volumes  necessary  to  successfully  market its  products.  Even if HydroGen is
successful in developing its manufacturing capability and processes, it does not
know  whether  it  will do so in time  to  meet  its  product  commercialization
schedule.  Therefore,  investors  may lose the  opportunity  to profit  from the
development of HydroGen technology and business plan.

               Utility  companies could place barriers on HydroGen's  entry into
the marketplace. Electric utilities commonly charge fees to industrial customers
for disconnecting  from the grid, for using less electricity,  or for having the
capacity to use power from the grid for back-up purposes. The imposition of such
fees could increase the cost to customers using our systems and could reduce the
desirability  of our  systems,  thereby  harming our  potential  for  successful
marketing and therefor revenues or profitability.

               Alternatives  to  HydroGen  technology  could  render its systems
obsolete prior to  commercialization.  HydroGen's fuel cell power plants are one
of a number of alternative  energy products being developed today as supplements
to the electric  grid that have  potential  industrial  applications,  including
microturbines,  solar,  wind,  and  other  types of fuel cell  technologies  and
advanced  reciprocating  engines.  Technological  advances in alternative energy
products,  improvements in reciprocating  engine/generator  sets, and other fuel
cell  technologies may render HydroGen's  systems obsolete,  therefore causing a
diminished value of an investment in the company.

               HydroGen  may be unable to sell and deliver or operate  fuel cell
power plants.  HydroGen's success will depend on its ability to sell and deliver
fuel  cell  power  plants.  Although  there  is some  interest  indicted  in its
potential fuel cell power plants, no contracts for the sale and delivery of PAFC
stocks  have  been  executed  to  date.  Factors  that  could  adversely  affect
HydroGen's ability to sell and deliver fuel cells include increased competition,
increased  consolidation  in the energy industry (which would reduce  HydroGen's
base of  potential  customers)  and  unexpected  technological  obsolescence  of
HydroGen's air-cooled  phosphoric acid fuel cell technology.  Another reason for
not being able to deliver the fuel cell power plants is the  technological  risk
with all of the  risks  associated  with new  applications  of  technology.  The
inability of HydroGen to effectively sell and deliver fuel cell power plants, or
to get the first few plants operational, would have a material adverse effect on
HydroGen's business, financial condition and results of operations.

               HydroGen  may be  unable  to obtain  the  necessary  governmental
approvals, authorizations, permits, licenses, and rights-of-way to sell, deliver
and / or operate fuel cell power plants. The development, sales, and delivery of
fuel cell power plants will depend on, among other things, HydroGen's ability to
secure and maintain regional governmental approvals, authorizations, permits and
licenses. In certain jurisdictions,  other legal requirements may delay, stop or
impede the sales,  delivery and / or operation of fuel cell power plants.  There
can be no assurance  that  HydroGen,  its  customers,  or its  contractors  will
successfully obtain required approvals, authorizations,  permits and licenses or
enter  into  necessary  agreements,  as the  case  may be.  If  HydroGen  or any
contractor fails to secure or maintain any necessary approvals,  authorizations,
permits or licenses, or faces delays in respect thereof,  HydroGen may be unable
to commence or complete any proposed fuel cell projects,  which could materially
and adversely affect  HydroGen's  business,  financial  condition and results of
operations.

                                       18
<PAGE>

               HydroGen  may not be  able  to  implement  the  business  plan as
planned, on time and within budget.  HydroGen's ability to achieve its strategic
objectives  will  depend  in  large  part  upon  the  successful,   timely,  and
cost-effective  completion of the business  plan. The fuel cell projects will be
offered and developed in various states,  and the success of these projects will
rely on contracted construction companies and subcontractors in these states. In
addition  to  HydroGen's  obtaining  and  maintaining  applicable   governmental
approvals, authorizations,  permits and licenses the successful execution of the
business  plan  is  dependent  upon a  variety  of  factors,  uncertainties  and
contingencies,  many of which are beyond HydroGen's control, such as power plant
construction risks, subcontractor risks, and regulatory risks.

               HydroGen is subject to competition, which could reduce demand for
air-cooled phosphoric acid fuel cell power plants. HydroGen's success depends on
its ability to compete with other energy systems  providers.  HydroGen is likely
to face competition from existing energy systems providers, including combustion
power generation  manufacturers and renewable energy developers,  who may decide
to sell to the same  customers  and / or to build  expansions of their own power
generating portfolio, and from equipment manufacturers and local contractors who
typically build energy systems upon a customer's request and may decide to build
excess power  generating  capacity  which would compete with the fuel cell power
plants  built  by  HydroGen.  Further,  national  and  regional  energy  utility
providers  that  have  established   transmission   and  distribution   networks
throughout  their home  countries and / or  territories  may decide to enter the
power plant supply industry,  therewith creating more competitors on the market.
Due to the highly competitive nature of the American, European and international
energy industries,  new companies may emerge in the future offering services and
products similar to HydroGen's.  Management  believes that the liberalization of
the  energy  market is likely to attract  more  competitors,  such as  companies
offering  traditional  technology  products like combustion  turbines,  internal
combustion  engines and others,  but also companies  offering  renewable  energy
technologies  such as wind  and  solar  plants,  as well  as  biogas  /  biomass
applications,  and including other fuel cell companies  offering other fuel cell
types to the market,  such as molten  carbonate fuel cells,  or solid oxide fuel
cells.  This  intensifying  competition  could  reduce the demand for the use of
HydroGen's fuel cell power plants.

               HydroGen  will be competing  with a new  technology  which if not
accepted  by the  marketplace  will  impede  its  ability to sell fuel cells and
jeopardizes  its business  plan.  There can be no assurance that fuel cells will
become the preferred  technology  for power  production in the near future.  New
technologies  may  emerge,  that may become  more  widely  used than fuel cells,
particularly in view of the now rapid pace of  technological  development in the
energy industry generally.  If fuel cells do not become the preferred technology
for the  production  of  distributed,  as well as premium  power,  there will be
substantially  less  demand for the fuel cell power  plants,  which will in turn
have a material adverse effect on HydroGen's  business,  financial condition and
results of operations.

               HydroGen's  operations are subject to risks posed by governmental
regulation.  As a company  operating in the energy  systems  industry in various
countries,  HydroGen is or will be subject to varying  degrees of  regulation in
each of the  jurisdictions in which it operates.  There can be no assurance that
regulatory,  judicial and legislative  changes will not have a material  adverse
effect on  HydroGen.  For example,  regulators  may raise  material  issues with
regard to HydroGen's compliance or non-compliance with applicable regulations or
judicial decisions may impact on HydroGen's operations, each of which could have
a material  adverse  effect on  HydroGen's  business,  financial  condition  and
results of operations.

                                       19
<PAGE>

               Fuel  cells  are  a new  technology,  and  government  regulation
involving the use of fuel cells is evolving.  Currently, power generated by fuel
cells is  regulated  in much the  same  manner  as are  other  sources  of power
generation.  Large scale power generation in the multi-megawatt  range, which is
the target market for HydroGen,  is generally  subject to the scrutiny of either
the Federal Energy Regulatory Commission,  if it affects inter-state commerce or
state public service  commissions if the market is wholly intrastate.  While the
regulatory law promulgated by these agencies will not regulate the manufacturing
of fuel cells by  HydroGen,  such laws may  affect  the  market for fuel  cells.
Currently,  State and Federal  government  agencies are  pre-disposed to provide
regulatory  law favorable to the commercial  deployment of fuel cells.  However,
there is risk that government  agencies will adopt regulatory law unfavorable to
fuel cell  commercialization.  Similarly,  while  government  agencies  are also
predisposed to adopt codes and regulations  that enable hydrogen  manufacturing,
transportation and storage for use in fuel cells, there is risks that such codes
and  regulations  could be adopted that  adversely  affect the fuel cell market.
Further,  laws creating economic incentives to produce clean power tend to favor
the fuel cell market.  It is difficult to assess with  certainty the  likelihood
that government will legislate more or less such laws.

               HydroGen may have  difficulty in obtaining  supplies  which could
affect its  ability  to produce  sellable  products.  HydroGen  may be unable to
obtain an adequate  supply of materials or  components to complete the fuel cell
power plants.  Certain components may not be widely available.  A failure of any
supplier to deliver the  necessary  materials and / or components to HydroGen on
schedule or at all could delay or interrupt  the  construction  of the fuel cell
power plants. From time to time, there may be high demand in the market for some
materials or components relative to the supply capacity,  which could impede the
ability  of  HydroGen  to  obtain  the  quantity  of  those  materials  and / or
components it needs.  Any delay in obtaining an adequate supply of materials and
/ or components could lead to construction delays and additional costs and could
have a material adverse effect on HydroGen's  business,  financial condition and
results of operations.

               The fuel cell  power  plants  could fail or be  disrupted  due to
technological  factors or external damage or could deteriorate more quickly than
expected.  The  success of the fuel cell  power  plants  will  depend in part on
HydroGen's  ability to protect the plants, and their materials and/or components
from external  damage.  There can be no assurance that the  availability  of the
fuel cell power plants to customers will not be disrupted due to external damage
caused by  construction  work or by events such as fires,  earthquakes,  floods,
power losses and similar  accidents or disasters.  Any  prolonged  difficulty in
accessing the fuel cell power plants could threaten HydroGen's relationship with
its  customers  and have a  material  adverse  effect  on  HydroGen's  business,
financial  condition and results of operations.  HydroGen  cannot  guarantee the
actual  useful  life of any part of the fuel cell  power  plants.  Additionally,
although HydroGen  customers may realize a recovery value of the component parts
of the fuel cell stacks that will defer from the cost of the replacement stacks,
HydroGen  cannot  warrant  the  recovery  values  attained,  if any.  Preventive
maintenance  programs  and  standard  procedures  will be in place,  to minimize
adverse  consequences,  due to faulty  operational  conditions  of the fuel cell
plants for HydroGen,  and for its contractors and customers. A number of factors
will  affect the useful  life of the fuel cell power  plants,  including,  among
other  issues,  quality of  hydrogen,  quality of  construction,  or  unexpected
deterioration.  Failure of any part of the fuel cell power plants to operate for
its full  design  life  could  have a  material  adverse  effect  on  HydroGen's
business, financial condition and results of operations.

                                       20
<PAGE>

               HydroGen's  success depends on its ability to hire and retain key
personnel.  HydroGen's  future  success  depends on the skills,  experience  and
efforts of its officers and key technical and sales  employees.  Its  management
has significant  experience in the energy and the construction  industries,  and
the loss of any one of them could  materially  and adversely  affect  HydroGen's
ability to execute its business strategy. HydroGen's success also depends on its
ability to attract, train and retain qualified engineering, technical, and sales
personnel.  Competition for personnel in these areas is intense and HydroGen may
not be able to hire or retain the required personnel. Moreover, HydroGen may not
be  able to  hire  some of the  former  Westinghouse  design  and  manufacturing
engineers  previously  employed at the Westinghouse  production facility and who
played an integral  role in the fuel cell  development  program  during the late
eighties and early nineties.  These people are considered important to HydroGen,
with tasks including:  production, design development,  training, and technology
transfer to new workers and strategic partners.  A failure to do so could have a
material adverse effect on HydroGen's business,  financial condition and results
of  operations.  HydroGen  does not  maintain  key man  insurance  on any of its
management or employees.

               HydroGen  may be unable to manage  its growth  effectively.  As a
result of HydroGen's  expected  growth and expansion,  significant  demands have
been, and will continue to be, placed on HydroGen's management,  operational and
financial  resources  and  systems  and  controls.  In  order to  manage  growth
effectively,  HydroGen  must continue to develop its  operational  and financial
systems  and  controls,  expand  through  the  acquisition  and  utilization  of
additional  facilities,  hire,  train,  and manage a  qualified  employee  base.
Inaccuracies   in  HydroGen's   forecasts  of  market  demand  could  result  in
insufficient  or  excessive   capacity/facilities   and  disproportionate  fixed
expenses for its  operations.  There can be no assurance  that  HydroGen will be
able to  develop  the fuel cell  power  plants as  planned or expand at the rate
anticipated in accordance with its business plan. As HydroGen  proceeds with its
business  development  and  expansion,   there  will  be  increased  demands  on
HydroGen's customer support,  sales and marketing and administrative  resources.
There can be no assurance that HydroGen's engineering,  production,  operations,
and  financial  control  systems  will  continue to be adequate to maintain  and
effectively  manage growth.  Failure to continue to upgrade the  administrative,
operating and financial control systems or the emergence of unexpected expansion
difficulties   could  materially  and  adversely  affect  HydroGen's   business,
financial  condition and results of operations.  Managing operations in multiple
jurisdictions  may place  further  strain on  HydroGen's  ability  to manage its
overall growth.

               Anticipated  growth in demand for energy systems capacity may not
occur.  HydroGen's  primary  customers  will be operators of the fuel cell power
plants for their power (and often  co-generated heat) needs. To the extent local
and regional demand for power  generating  capacity does not exceed the capacity
of the current energy market suppliers,  or technological  advances increase the
capacity of existing power generating equipment,  HydroGen's potential customers
may not have a need for additional  power generating  capacity.  Any significant
decline  in the local and  regional  demand  for power  generating  capacity  or
downturn in the energy  industry  could  result in unsold  capacity of fuel cell
power  plants  and hence  lower  revenues.  If growth  in the  demand  for power
generating  capacity  for any of  these,  or  other,  reasons  is less than that
expected by HydroGen,  there will be less demand for the fuel cell power plants,
which would have a material  adverse  effect on HydroGen's  business,  financial
condition and results of operations.

                                       21
<PAGE>

               It is possible  that there are claims of which  Chiste is unaware
that may come to light in the future  and cost the  company  considerable  time,
effort and expense to resolve. Although Chiste has not been operational for over
two years prior to the  acquisition  of HydroGen,  it is possible  that a claim,
whether  colorable or not, may be asserted  against Chiste in the future.  There
can be no  assurance  given that some person will not devise a claim and attempt
to assert it against Chiste in the hopes of obtaining some monetary benefit.  To
resolve such a claim,  including payment, may cost the post-transaction  company
considerable  time,  effort and  expense.  Any of these may impair  management's
implementation  of the business plan concerning the company with the consequence
of a loss of opportunity.

               The   outstanding   Preferred   Shares  issued  in  the  exchange
transaction  and the common  stock  underlying  such  Preferred  Shares  will be
"restricted  securities" and may not be resold unless they are registered  under
the Securities Act or an exemption from registration is available. The Preferred
Shares  is,  and the common  stock  underlying  the  Preferred  Shares  will be,
"restricted securities" as such term is defined in Rule 144 under the Securities
Act.  Accordingly,  they may not be resold unless they are registered  under the
Securities Act and applicable  state  securities laws or unless  exemptions from
such  registration  requirements  are  available.  Any  such  exemption  must be
established to Chiste's  satisfaction.  Certain holders of the Preferred  Shares
and its underlying common stock have registration  rights, and Chiste has agreed
to file a  registration  statement to register the common stock  underlying  the
Preferred Shares in the near future.  However, even if a registration  statement
is filed  with the SEC,  there is no  guarantee  that the SEC will  permit  such
registration  to become  effective or that it will be effective when a holder of
common stock underlying the Preferred Shares elects to sell the shares of common
stock.  Any  inability to sell may affect the ultimate  realizable  value of the
common stock.

               Chiste's  common stock has not been  actively  traded on a public
market. For a number of years Chiste's common stock has traded only on a limited
basis. Therefore, it is not certain whether investor interest in Chiste's common
stock will be sufficient to create or sustain an active public  trading  market.
If an active public trading market for shares of Chiste's  common stock does not
develop,  investors and the other  recipients of the common stock underlying the
Preferred Shares issued in the exchange  transaction may have limited  liquidity
and may be forced to hold their shares for an indefinite period of time.

               The value of Chiste's common stock after the exchange transaction
may be lower than it was at the time the exchange ratio was  established and the
price of the private placement  securities was determined.  Recently,  the stock
market has experienced  significant price and volume  fluctuations.  If Chiste's
common  stock  declines  due to these  fluctuations,  Chiste could be subject to
securities  class  action  litigation,  similar to that  which has been  brought
against  companies  following periods of volatility in the market price of their
common  stock.  Litigation  could result in  substantial  costs and could divert
Chiste's  resources  and senior  management  team's  attention.  This could harm
Chiste's financial condition and operating results.

               The public sale of Chiste's common stock by existing stockholders
could  adversely  affect the price of Chiste's  common  stock.  Future  sales of
substantial  amounts  of  Chiste's  common  stock in the public  market,  or the
perception that such sales might occur,  could adversely affect the market price
of Chiste's  common  stock and could  impair  Chiste's  ability to raise  equity
capital in the future.  Currently,  assuming  that the proposed 1 for 25 reverse
split will be approved and implemented,  there will be  approximately  7,789,943
shares of common stock outstanding. Such number of shares, many of which will be
registered for re-sale,  may have an adverse impact on the market for the common
stock.  In addition,  such number of shares  available for sale or actually sold
from time to time,  may depress the market price of the common stock.  It can be
expected  that if the price  increases,  stockholders  with a lower  basis  will
attempt to sell their common stock.

                                       22
<PAGE>

                       MANAGEMENTS DISCUSSION AND ANALYSIS
                       OF OPERATIONS OR PLAN OF OPERATIONS

General

               HydroGen  in the  development  stage and is expected to remain so
for at least the next several quarters. HydroGen's business plan calls for it to
design,   manufacture  and  sell  6-30MW  turn-key  power  plants,  based  on  a
standardized  2MW power island  consisting of five of HydroGen's  400kW modules.
Additionally,  HydroGen plans to attempt to generate recurring revenues from the
sale of operations and maintenance services,  and ongoing lease revenues for the
400kW  modules,  which must be  replaced  after  approximately  40,000  hours of
operation.

               HydroGen  expects to enter the market at a cost of  approximately
$3,000/kW installed for a first article plant of approximately 4-8MW. Management
expects its  production  costs in the future will fall below  $1,000/kW once its
PAFC  modules  are  produced in an  accelerated  manufacturing  facility  with a
capacity of 25MW per annum or greater.  These costs compare  favorably  with its
manufacturing competition of water cooled PAFCs, MCFCs, and SOFCs.

Business Plan

               HydroGen's  business  plan is divided into three  stages:  market
entry, cost reduction, and growth.  Management anticipates that the market entry
stage will last for  approximately  the next 15 months through 2006. During this
period, HydroGen will focus its efforts on the following activities:

               1. Ramp up fuel cell manufacturing  operations to achieve 2MW per
year production  capacity.  HydroGen will invest approximately $1.5-2 million to
ramp  up its  manufacturing  facilities  to  achieve  initial  pilot  production
capacity  of 2MW (five  400kW  modules)  per annum.  These funds will be used to
acquire certain additional production equipment, to implement certain facilities
upgrades  and to prepare  and train a new team of  production  staff in the fuel
cell production processes.  Management estimates that it will take approximately
10-12 months to achieve production capacity at this initial level.

               2. Manufacture  400kW modules.  HydroGen intends to produce up to
three  (3)  400kW   air-cooled   phosphoric   acid  fuel  cell  modules  in  our
manufacturing  facilities over the next 12-15 months. The modules will be tested
at our  facilities,  and then delivered to customer  demonstration  sites in the
field.  Management  believes  that  approximately  two-thirds  of  the  cost  of
production  will be spent on materials  and supplies for the fuel cell  modules,
including raw materials required to manufacture graphite plates, electrodes, and
other  components  of  the  fuel  cells,  and  approximately  one-third  of  the
production  costs will be spent on labor to manufacture  the modules,  including
salaries and benefits and  manufacturing  overhead  allocations.  Management has
allocated $2 to $3.5 million to the manufacturing activities.

                                       23
<PAGE>

               3.  Product  and  technology  testing  and  validation.  HydroGen
intends  to  construct  and  operate  test   facilities  at  our   manufacturing
facilities.  Management  has  allocated  $1.5 to $2 million to the  product  and
technology testing and validation activities. The test facilities will include:

                             (a) 400kW module test  facility,  to test  finished
product at full rated capacity prior to field delivery.

                             (b) 10-cell stack test facility, to validate design
and material changes to the fuel cells as a final step before incorporating such
changes into the full 400kW module.

                             (c) 2"x2"  small scale test  facility,  to test new
electrode materials prior to selection for 10-cell stack testing and validation.

               4.  Finish  2MW  power  plant  design  and  initiate  accelerated
manufacturing development.  HydroGen intends to invest approximately $400,000 to
complete  the design,  component  selection,  and full costing of the standard 2
megawatt (MW) power plant product. HydroGen also intends to invest approximately
$1,000,000 to initiate development activities necessary to achieve targeted fuel
cell  production  capacity  of  25MW/year  scheduled  for  2008  and  100MW/year
scheduled  for  2009  under  the  current   business   plan.   The   accelerated
manufacturing  development  program  consists of a staged  series of projects to
implement design and material  changes to the technology,  develop and implement
automated manufacturing  processes,  and collaborate with outsource suppliers of
key components of the fuel cells.  HydroGen will also seek financing in the form
of grants from state and/or federal  government sources for some aspects of this
phase of the business plan.

               5.  Sales and  marketing.  The  initial  sales goal is to achieve
orders for full-scale commercial fuel cell power plants in the range of 25-50 MW
aggregate capacity,  and for a series of initial 400kW commercial  demonstration
power plants. A principal purpose of the commercial  demonstration  power plants
is to obtain a successful validation and performance history for the core 400 kW
module on which the 2MW  standard  commercial  product is based.  To achieve its
sales and marketing objectives,  HydroGen has initiated discussions with several
large generators of by-product hydrogen who have expressed interest in acquiring
fuel  cell  power  plants,  and  management  believes  that  it  could  conclude
agreements  with  one or more of  these  entities  within  the  next 12  months.
HydroGen management believes that it is in a position to conclude  demonstration
agreements with hosts for the 400kW commercial  demonstration  plants within the
next three to six months.

               Sales  and  marketing  will  take  place  concurrently  with  the
previously  described phases of the business plan during the development  stage.
Marketing  the kind of  disruptive  product that the company  offers  involves a
multifaceted  decision  process,  and it typically takes multiple contacts and a
substantial customer educative endeavor to achieve firm commitments and orders.

               Once  HydroGen has achieved  the  objectives  of its market entry
stage,  it will enter the cost reduction  stage of the business plan. This stage
is expected to last for approximately eight quarters,  currently estimated to be
through the end of 2008.  Management estimates that approximately $20-30 million
in additional  equity or other capital will be required to execute this phase of
the business plan. The principal goals of this stage of development will be to:

                                       24
<PAGE>


               1.  Complete   automated  design  and  process   development  for
accelerated manufacturing.

               2. Construct an  accelerated  manufacturing  facility  capable of
producing  25MW/year of fuel cell modules by the end of 2008,  and reduce module
production cost through high volume manufacturing and assembly.

               3.  Manufacture  and deliver to  customers  the first  10-20MW of
commercial fuel cell power plants.

               4.  Achieve  positive  net  cash  flow  from  operations  between
2007-2008.

               After  successful  completion  of  the  objectives  of  the  cost
reduction  phase of the business  plan,  HydroGen  plans to expand the automated
production facility to 100MW/year capacity or greater,  launch a worldwide sales
and  marketing  effort,  expand  production  capacity  further by investing in a
European or Asian manufacturing facility, and further driving down costs through
maturation of our outsourcing activities.

Financing Activities

               Since  inception,  HydroGen has been financed by working  capital
loans provided by Fuel Cell  Corporation  of America  ("FCA"),  the  predecessor
owner  of  the  HydroGen's   intellectual  property  assets  and  a  significant
shareholder  of the  Company.  At March 31,  2005,  these loans had an aggregate
balance of $267,360, and were evidenced by promissory notes.  Additionally,  FCA
provided an interest  free line of credit to HydroGen of $350,000,  all of which
was borrowed and was also  outstanding at March 31, 2004. FCA agreed that,  upon
repayment  of the  $350,000  non-interest  bearing  note,  it would  forgive the
principal balance of the interest-bearing  loans by $150,000.  These loans, plus
accrued interest,  are payable upon the occurrence of certain events,  but in no
case later than July 31, 2005.  HydroGen paid the $350,000 plus accrued interest
in full satisfaction of amounts owed to FCA out of the proceeds of the offerings
completed in connection with the Exchange Agreement.

               During  late  2004 and  early  2005,  HydroGen  sold in a private
placement  $2  million  of  bridge  units,  each  unit  consisting  of a $10,000
convertible  note and .045  membership  unit.  The bridge  notes were due on the
earlier of June 30, 2005, or earlier upon the occurrence of certain events.  The
bridge notes were initially convertible into an additional .045 membership unit,
at an  effective  conversion  price  of  $220,772.  However,  to  encourage  the
conversion  of these  notes,  the  conversion  price was lowered to $125,000 per
membership unit, the same terms being offered to investors in HydroGen's private
placement  completed in connection with the Exchange  Agreement.  Holders of all
$2,000,000 of convertible notes elected to convert the principal amount of their
notes as part of the private  placement into 16.0 membership  units in HydroGen,
which membership units were immediately exchanged for 60,446 Preferred Shares of
Chiste.

                                       25
<PAGE>

               On  May  13,  2005,  Chiste  Corporation,  a  Nevada  corporation
("Chiste"),  entered  into an Exchange  Agreement  ("Exchange  Agreement")  with
HydroGen,  LLC, an Ohio limited liability company ("HydroGen"),  certain members
of  HydroGen  representing  approximately  69.7% of the  outstanding  membership
interests, and Keating Reverse Merger Fund, LLC ("KRM Fund"). The closing of the
transactions  contemplated by the Exchange Agreement (the "Closing") occurred on
July 7, 2005. At the Closing,  pursuant to the terms of the Exchange  Agreement,
Chiste  acquired all of the  outstanding  membership  interests of HydroGen (the
"Interests") from all the HydroGen members, and the HydroGen members contributed
all of their  Interests to Chiste.  All the HydroGen  members either executed or
joined the Exchange Agreement prior to the Closing,  including persons investing
in membership units as part of a private  placement by HydroGen.  The completion
of the  HydroGen  private  placement  of  membership  units for a minimum  gross
proceeds of  $5,000,000  and a maximum of  $10,000,000  was a  condition  to the
Closing.   HydroGen  raised  $6,536,283  in  gross  proceeds  from  the  private
placement, and the holders of $2,000,000 of notes converted the principal amount
of their notes into membership units in the private  placement.  In the exchange
transaction,  Chiste issued to the HydroGen members, including the new investors
and  converting  note  holders,  an  aggregate  of  742,255  shares  of Series B
Convertible  Preferred Shares, par value $0.001 per share ("Preferred  Shares"),
which will be  convertible  into shares of Chiste's  common stock.  In addition,
immediately  following the closing of the exchange  transaction,  Chiste sold to
several  institutional  investors,  211,569  Preferred  Shares for an  aggregate
purchase price of  $7,000,000.  At the Closing,  HydroGen  became a wholly-owned
subsidiary of Chiste and will continue as the principal operating company.

               HydroGen  intends to use the proceeds of this offering to ramp up
its  manufacturing  facility,  manufacture  400kw  modules,  test  and  validate
HydroGen's  product and technology,  complete power plant design work,  commence
development work for an accelerated  manufacturing  facility,  repay the working
capital  loans  discussed  above  and  for  other  general  corporate  purposes.
Management  estimates  that the proceeds from this  financing  transaction  will
provide  HydroGen  with  adequate  capital  resources  for at least  the next 12
months.

Results of Operations

Comparison of Quarters Ended March 31, 2005 and 2004

               The following  table sets forth  certain of HydroGen's  operating
data for the three month periods ending March 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                                                         Increase
                                  March 31, 2005     March 31, 2004      (Decrease)
                                  ---------------   ---------------   ---------------
<S>                               <C>               <C>               <C>
      Research & development      $       155,000   $        21,000   $       134,000
      Payroll and related costs           181,000            20,000           161,000
      Travel & entertainment               85,000            15,000            70,000
      Other                               220,913           124,210            96,703
                     Totals       $       641,913   $       180,210   $       461,703
</TABLE>


               Historically,   HydroGen  has  financed  its  operations  through
working  capital  loans from FCA and equity based  compensation.  In May,  2004,
HydroGen  received a $350,000  working  capital  loan from FCA and, as described
above, in late 2004 and early 2005,  raised $2 million in a private placement of
bridge units.

                                       26
<PAGE>

               Subsequent  to  receiving  the  $350,000  working  capital  loan,
HydroGen began to ramp up its manufacturing and development activities, and this
was further  accelerated with the sale of its bridge units. As such,  additional
staff and consultants  were hired to support this effort.  Due to this increased
level of activity,  research and development expenses for the three months ended
March 31, 2005, significantly increased over levels expended in the three months
ended March 31, 2004.

               At the  same  time,  HydroGen  hired  additional  management  and
administrative  staff.  Also,  existing  members of management  began to receive
compensation on a regular basis.  Because of this,  executive and administrative
payroll and related expenses increased in the first quarter of 2005 versus 2004.

               The increase in travel and  entertainment in the first quarter of
2005 versus 2004 relates primarily to expenses incurred in marketing  HydroGen's
private  placement  to  investors,  as well to an increase in  commercial  sales
calls.

               Other  expenses,  including  professional  fees,  plant expenses,
consulting  fees,  etc.,  increased in the first quarter of 2005 versus 2004 for
the same reasons described above.

Comparison of Years Ended December 31, 2004 and 2003

               Revenue  in  2004   decreased  to  $767  from  $40,765  in  2003.
HydroGen's only source of revenue in these periods was from a research  contract
with a nonprofit  government  sponsored agency.  This contract was completed and
did not repeat in 2004.

               The following  table sets forth  certain of HydroGen's  operating
data for the years ended December 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                                                         Increase
                                December 31, 2004  December 31, 2004    (Decrease)
                                  ---------------   ---------------   ---------------
<S>                               <C>               <C>               <C>
      Research & development      $       248,000   $        20,000   $       228,000
      Payroll and related costs           613,000                --           613,000
      Professional fees                   639,000             6,000           633,000
      Travel & entertainment               97,000            81,000            16,000
      Other                                42,462            84,881           (42,419)
                     Totals       $     1,639,462   $       191,881   $     1,447,581
</TABLE>

               The increase in research and development  expenses was due to the
ramp up in HydroGen's  manufacturing and development activities in 2004. Most of
these  expenses  relate to  additional  staff and  consultants  hired in 2004 to
support these efforts.

               HydroGen did not compensate its management  team in 2003, and had
no  administrative  support  personnel  on staff.  In 2004,  HydroGen,  with the
receipt of the  working  capital  loan and  private  placement  of bridge  units
described above, began to pay its management team and added additional personnel
to support it's commercialization and financing efforts. Additionally,  HydroGen
granted certain  personnel  membership  units in lieu of cash  compensation  and
recognized  approximately  $318,000 in  compensation  expense in 2004 related to
these grants.

                                       27
<PAGE>

               The  increase in  professional  fees in 2004 versus 2003  relates
primarily to the legal,  accounting and  consulting  fees incurred in HydroGen's
financing efforts and commercialization activities. The expense in 2004 includes
a grant of membership units to a financial  consultant,  and HydroGen recognized
approximately $321,000 in expense related to this grant.

               The increase in travel and entertainment  expenses in 2004 versus
2003 was primarily due to travel by new personnel and consultants hired in 2004.


                                       28
<PAGE>

                              BUSINESS OF HYDROGEN

               HydroGen  was  organized  to  design,  manufacture,   market  and
distribute  fuel cells and energy  systems  using  phosphoric  acid fuel  cells.
HydroGen owns certain technology,  proprietary rights, and manufacturing  assets
for the  production  of 400 kW,  air-cooled  phosphoric  acid fuel cell  modules
(PAFC).

Market Opportunity for Fuel Cells

               HydroGen   believes  it  is  uniquely   positioned  to  become  a
competitive player in the growing distributed  generation market for electricity
and in the movement towards hydrogen-based energy.

               Demand for  electricity  in the U.S.  continues to grow steadily.
According to McKinsey & Co. data,  summer peak  consumption  increased by 96,000
megawatts  (MW) from  1994-1999,  while new generating  capacity  increased only
15,000MW.  The Energy Information  Administration (EIA) reports that electricity
demand (kilowatt-hours consumed) was more than 28% higher in 2000 than it was in
1990. The EIA estimates that by 2020,  393,000MW of generation  capacity will be
needed to meet growing demand and to offset  retirements of plants  currently on
line.  This  translates  to a  required  increase  of 50.5% in total  generating
capacity over the next 20 years.

               Distributed  generation is the decentralized,  on-site generation
and  delivery  of power at scales  typically  less than 30 MW.  For the past 100
years, most commercial electricity has been generated in large centralized power
plants  and  transmitted,   often  across  great   distances,   to  residential,
commercial,  and industrial end-users.  Now, due to several interacting factors,
demand is growing for on-site power  generation  equipment that generates little
pollution.  Distributed generation represents a disruptive shift in the electric
power industry and, therefore,  a major growth opportunity for innovative energy
service  companies  and equipment  manufacturers.  The current  factors  driving
demand for distributed generation include:

      o     Evolving local, regional,  national, and international environmental
            standards,  which are making it increasingly difficult to permit and
            finance heavy-emitting, large centralized power plants;

      o     Inadequacy and expense of the existing electric power infrastructure
            (grid) to keep pace with soaring demand for  high-quality,  reliable
            power;

      o     Inefficiencies and costs associated with transmitting power from the
            point of generation to the ultimate consumer;

      o     Increasing  volatility in energy prices;  o Growing concern over the
            national  security  implications  of  centralized  models  of  power
            generation;

      o     Technological advancements in small-scale power generating equipment
            with  greater  efficiencies,  environmental  advantages,  and  lower
            costs; and

      o     Liberalization,   including  deregulation,  of  the  electric  power
            industry,  exposing the industry to competitive pressures associated
            with a free market.

                                       29
<PAGE>

               The deregulation of the United States electric power industry has
created a business opportunity for emerging companies to provide  differentiated
power  generation,  information  technology,  and  customer  service  solutions.
Management  believes  that the  greatest  opportunity  within the  restructuring
electric   power  industry  lies  in   small-scale   power   equipment  such  as
microturbines and fuel cells that are located at the site of the end user.

               The  Department  of  Energy  estimates  that by 2010,  20% of new
generating  capacity will come in the form of  distributed  generation.  The DOE
also estimates that by 2020,  23% of industrial  electric  demand will be met by
distributed   generation.   The   distributed   generation   market  already  is
experiencing growth. For example,  worldwide orders for natural gas turbines and
diesel  generators  between  1-7 MW  increased  four-fold  in the  past  decade.
Worldwide  orders for  combustion  turbines in the 6-30MW class totaled  2,000MW
from June  2001-May  2002,  and were 4,900MW for the same period from  2000-2001
(source: 2002 Engine Order Survey, Diesel and Gas Worldwide).

               Distributed Generation

               Distributed  generation systems provide  significant  benefits to
two distinct customer segments. The first is end users of electricity,  to which
this  technology  provide a wide  range of  solutions.  One of the  benefits  of
distributed  generation  systems is that they  deliver  high  quality,  reliable
power,  shielding end users from common problems associated with the electricity
grid such as sags,  surges,  and  power  interruptions.  Distributed  generation
technologies  also  have the  potential  to  generate  power  at a high  rate of
efficiency,   creating  cost  saving  and  arbitrage   opportunities   with  the
electricity  grid.  Another benefit of modern  distributed  generation  systems,
particularly  fuel cells,  is low or  near-zero  emissions,  with  significantly
better  overall   environmental   performance  than  existing  power  generation
technologies.  These environmental  benefits translate into economic benefits to
the owner of the generating  equipment,  through  avoided costs of air emissions
permits and penalties for exceeding  pollution limits. An additional,  desirable
by-product of distributed generation  technologies is heat, which can be used in
cogeneration  applications to satisfy the thermal demands of the end user's home
or facility.  Finally, modular distributed generation technologies are available
in a wide  range of power  outputs,  from  sub-kilowatt  to  several  megawatts,
enabling   end  users  to  tailor   generation   solutions  to  their  own  load
requirements.

               The second customer segment is energy companies,  including power
utilities,  independent power producers, and electricity distribution companies.
To these customers,  distributed generation systems can delay or eliminate large
capital expenditures to build new centralized power plants, reduce significantly
the amount of time it takes to bring new capacity  on-line,  enhance and support
congested areas of the electricity  grid,  level load curves,  provide  enhanced
customer service, and improve environmental performance.  Losses associated with
transmission  and  distribution,  particularly  when  coupled  with  inefficient
central generating plants, can also be enormous.  Distributed generation is able
to largely  eliminate the need for building new  transmission  and  distribution
lines and new substations,  each of which is very costly to permit and build and
reduce losses from these aspects of delivering electricity.

                                       30
<PAGE>

               Fuel Cells within the Distributed Generation Segment

               Within the  distributed  generation  segment  of the  electricity
industry,  fuel cells have the widest  range of potential  applications  and the
greatest  overall market promise.  A fuel cell may be thought of as a continuous
battery,  providing  electricity  through an  electrochemical  reaction  without
combustion  or moving  parts.  Fuel  cells can be  operated  as long as they are
supplied with fuel for the electrochemical reaction.

               In  the  process  of a  hydrogen  fueled  cell,  hydrogen  gas is
supplied as fuel at the anode (negatively  charged plate),  where it is stripped
of its  electrons  with the aid of a catalyst.  The hydrogen ions pass through a
membrane,  typically  an  electrolyte  fluid,  and  react  with  oxygen  and the
electrons (which traverse a circuit connecting anode and cathode) at the cathode
(positively  charged plate).  The products are  electricity,  heat, and water. A
fuel   cell  can  be  viewed  as  an   efficient,   combustion-less,   virtually
pollution-free power source that runs almost silently, and has few moving parts,
capable of being sited in diverse locations,  such as downtown urban areas or in
remote regions.

               There are five  major  types of fuel cell  technology,  differing
primarily by the type of electrolyte  that is used and the associated  operating
temperature.  These include:  phosphoric acid fuel cells (PAFC), proton exchange
membrane  (PEM) fuel cells,  alkaline fuel cells (AFC),  molten  carbonate  fuel
cells (MCFC),  and solid oxide fuel cells (SOFC). The table below summarizes the
fuel cell types and their commercialization status.

<TABLE>
<CAPTION>
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
                          Operating
      Type              Temp ((degree)C)            Status                                   Remark
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
<S>                    <C>                <C>                                     <C>
PAFC                   180 - 220          Market entry                          Over 350 systems delivered
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
PEM                    70 - 80            Semi-commercial prototypes
                                          in demonstration                      Mainly transportation applications
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
AFC                    80 - 100           Commercial                            Selected applications only, e.g., space
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
MCFC                   600 - 700          Commercial prototype demonstrations   Complicated systems have long learning curve
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
SOFC                   800 - 1000         Advanced prototyes (tubular);
                                          Initial demonstrations                100-300 kW tubular system tested successfully;
                                          (planar)                              1-10kW planar system under development
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
</TABLE>

               The lightweight and low operating  temperature of PEM fuel cells,
along  with  their cost and design  advantages  over AFC  technology,  make them
ideally suited to provide power for  transportation,  residential,  and portable
applications.  PAFC,  MCFC and SOFC  technologies  are  generally  designed  for
larger,  stationary applications.  The relatively high operating temperatures of
these technologies enable  cogeneration at commercial and industrial  facilities
with  concurrent  thermal  and  electric  loads,  with the  potential  to create
substantial energy savings.

               In contrast to the anticipated emergence of MCFC and SOFC systems
in the coming decade,  PAFC systems are commercially  available today.  MCFC and
SOFC commercial  demonstration units have been deployed, but management believes
that the installed cost of these fuel cell systems is currently over $10,000/kW.
Over 250 PAFC  systems  have  been  delivered  since  the  mid-1990s.  While the
commercial  availability  and  impressive  performance of these PAFC systems has
validated  the  technology,  the  current  installed  cost of  nearly  $5,000/kW
prohibits  full   commercialization  of  fuel  cell  technology  for  stationary
applications.  HydroGen  believes  that it will be able to produce its fuel cell
systems at prices considerably lower than these competitors, enabling fuel cells
to enter the market as a commercially viable product.

                                       31
<PAGE>

               HydroGen plans to target the existing hydrogen  infrastructure of
the United States for market entry and early growth,  in  applications  where no
hydrogen  plant is  required.  Such  applications  include  chemical  production
facilities  where  hydrogen  is  produced  as a  byproduct,  for  example in the
chlor-alkali   industry.   In  the  United   States,   this  industry   produces
approximately  10 million  tons of chlorine  annually  and  demands  2,500 MW of
generating  capacity.  The electrolysis of brine generates chlorine and hydrogen
on a mole-to-mole basis, providing sufficient hydrogen to generate approximately
20% of the base load  requirements  of a typical plant.  HydroGen's PAFC modules
operate at an electrical  efficiency of approximately 43% running on high-purity
hydrogen.  If its PAFC  modules were able to capture 10% of this market (250 MW)
at a sales price of $1,500/kW,  the market size in the United States alone would
be $375 million.

               As we enter the market through the "hydrogen  available" segment,
HydroGen also expects to target the distributed  generation market for utilities
and  commercial/industrial  facilities in the 6-30MW market class,  where annual
demand is greater than 2GW. To the extent that HydroGen gains market penetration
and  achieves   high-volume   production,   it  will  then  target  larger-scale
applications up to 50MW, with an addressable market size of 10GW annually.

               Potential Applications for Commercial and Industrial End Users

               HydroGen's  initial  target  installations  are  locations  where
existing  hydrogen  infrastructure  is  available,  power  prices are high,  air
quality is poor, and the grid is weak or strained. HydroGen plans to either sell
its  systems  directly  to  industrial   end-users  located  near  the  hydrogen
infrastructure  or to own and operate the systems itself and sell electric power
and steam to nearby customers.

               The most promising initial customer prospects/project locations
               include:

      o     Chlor-alkali facilities;

      o     Merchant hydrogen producers or pipeline operators with over capacity
            or under utilization;

      o     Coke production facilities;

      o     Ammonia producers;

      o     Refineries;

      o     Commercial facilities located close to hydrogen pipelines; and

      o     Desalination plants

                                       32
<PAGE>

               The use of  HydroGen  fuel  cell  systems  for  these  industrial
customers should provide the following benefits:

      o     High quality and reliability for power sensitive operations;

      o     Cogeneration  opportunities  that could  double the  overall  system
            efficiency and save money through use of existing  hydrogen  streams
            and with standard hydrogen plants;

      o     Sell excess electricity to the electric power grid,  reducing energy
            bills and potentially  introducing a  previously-unrealized  revenue
            stream;  o Enhanced  environmental  performance  and public image by
            generating and consuming  environmentally  clean power and renewable
            power in the case of landfill gas-derived hydrogen; and

      o     Whole-system  efficiency and  insulation  from  electricity  and gas
            price  volatility in which integrated fuel cell  cogeneration  units
            provide base load power for operations in low-margin industries.

               Energy companies  offering  distributed  generation  products and
services, such as utilities and independent power producers, are also attractive
customers  for  HydroGen.  These  customers  can benefit from the  advantages of
large-scale cogeneration noted above, by owning fuel cell systems, situating the
systems at end-use  facilities,  and selling power and heat to the end-customer.
Utilities can capture some of the benefits of on-site  generation and still pass
the remaining benefits on to their end-customers.

               Utility and independent power producer  customers also benefit by
additional  benefits  of on-site  fuel cell  power  systems,  including:

      o     Grid support and capacity  expansion  by bringing  capacity  on-line
            faster and cheaper than possible with centralized power plants;

      o     Satisfy   state-mandated   restructuring   standards   that  require
            utilities to derive an increasing percentage of their overall energy
            portfolio  from fuel cells and other  environmentally  clean  energy
            technologies;

      o     Differentiation  from  other  energy  service  companies  and retain
            revenues   that  may  otherwise  be  lost  on  the  basis  of  using
            environmentally better sourced power such as landfill and wastewater
            treatment plant gas, qualifying such systems as renewable energy;

      o     Streamlined  local permitting  process and avoided costs of NOx, SOx
            emission  permits;  and

      o     Reduced dependence on foreign oil and exposure to price volatility.

               Two benefits to utility and independent power producer  customers
warrant  further  discussion:  the  influence  of the fuel  cell  system  on the
transmission and distribution  networks,  and the effect on load leveling of the
power purchase prices of power distribution companies.

                                       33
<PAGE>

               Transmission  and  distribution  networks  are  often  old,  less
reliable,   and  in  many  places  of  insufficient  capacity.  New  industrial,
commercial and residential areas, where more power is needed than was originally
planned,  turn out to be bottlenecks in the grid. New  permissions to extend the
above-ground  networks  take time,  if they are at all granted,  and  subsurface
lines cost about 10 times more per mile than the above-ground lines. As more and
more  people in the world  move to urban  areas,  this  described  problem  will
further increase over time. Distributed generation,  with power-stabilizing fuel
cells, can strengthen the existing grid, and avoid extension of the transmission
and distribution networks. This can provide significant,  monetizable advantages
to the local utility.

               Utilities   can  benefit  from  having  a  high   percentage   of
distributed generation in the 'mix' of their power production and purchase, with
flexible contracts with industrial and larger commercial customers, allowing the
utilities to reduce the  dependence  on  purchasing  high- priced power from the
power exchange during peak periods.  As an example,  utilities in Western Europe
have  remote  control  on the  distributed  generation  systems,  located at the
customers' premises,  but can choose (within  contractually agreed upon periods)
when part of the power produced is fed back into the grid, and when the power is
actually used at the location. To do this properly requires a carefully balanced
mix of distributed  generation joint ventures or cooperation  contracts,  spread
over several target  groups.  As an example,  some utilities in the  Netherlands
operate  a mix of  larger  combined  cycle and gas  turbine  plants in  chemical
plants,  paper  factories,   and  larger  series  of  smaller  co-generators  in
greenhouses,  providing them with cheap  distributed  generation power when they
otherwise  would need  expensive  peak  purchases.  This effect on 'leveling the
utility's load curve' is important for system reliability.

Developmental Background of the HydroGen Owned Technology

               The fuel cell technology that HydroGen owns and has rights to use
was originally developed by the Advanced Energy Systems division of Westinghouse
Electric  Corporation  under a  Department  of  Energy  sponsored  research  and
development  program  during  the  1980s  and  early  1990s.  During  this  time
Westinghouse had two fuel cell research and development programs, one focused on
solid oxide fuel cells (SOFCs) and one on the  phosphoric  acid fuel cell (PAFC)
modules.  While  both  the SOFC and PAFC  programs  obtained  extensive  Federal
funding, in 1993 the PAFC program was determined to be commercial-ready, and its
DOE funding stream was  discontinued.  At that point in time,  Westinghouse  had
developed the module designs and  manufacturing  plans, and it had constructed a
manufacturing facility and working prototype module. HydroGen believes that over
$150,000,000 was spent on these efforts for air-cooled PAFC development.

               In  the  early  to  mid  1990's  Westinghouse  was  under  severe
financial  strain  related to large real estate  losses.  Westinghouse  chose to
retain the SOFC program which was  continuing to receive  Federal  funding,  and
sell the PAFC technology, related intellectual property, and pilot manufacturing
facility  to a private  investor.  The  investor  was Fuel Cell  Corporation  of
America.  Upon the acquisition of the PAFC  technology and related assets,  Fuel
Cell Corporation began a United States Department of Defense funded project with
Gilbert-Commonwealth  to install a prototype  demonstration  plant in Johnstown,
PA. Fuel Cell  Corporation  also won a World Bank competition to conduct a study
sponsored  by the  Romanian  Ministry of Industry  to assess  sitting  fuel cell
plants using waste gas generated by chemical  process plants in the chlor-alkali
industry. In 2001, Fuel Cell Corporation and certain individuals decided to form
HydroGen  LLC,  to which  Fuel Cell  Corporation  assigned  all of its fuel cell
technology assets.

                                       34
<PAGE>

HydroGen Fuel Cell Technology

               Management  believes that phosphoric acid fuel cell technology is
the most logical fuel cell for commercial,  large scale stationary  applications
of greater than 100kW.  This  position is supported by the fact that  management
believes United  Technologies  Corporation and Fuji Electric have delivered over
300 units  using this type of fuel cell to the  field,  serving  the  commercial
cogeneration  market  segment of 100-1,000kW  with packaged power plants.  These
delivered plants have demonstrated the reliability and performance of stationary
fuel cells, and established PAFC as the leading stationary fuel cell type.

               HydroGen's  technology is an air-cooled PAFC module. This cooling
methodology is different than those currently  deployed in the marketplace which
use a water cooled fuel cell.  Management  believes  that  air-cooling  the PAFC
offers a number of advantages over the  water-cooled  systems offered by others.
Air-cooled  stacks are simpler to build and operate  than those cooled by water,
because they  require  only air to be  channeled to the graphite  plates to take
away the waste heat generated with the electric power  production.  This reduces
the number of steps in the manufacturing of the fuel cell stacks.  Additionally,
water-cooled  stacks have experienced  corrosion  problems with the high surface
area-to volume ratio of the cooling tubes interlaced  within the graphite plates
that carry the water for heat rejection. HydroGen's air-cooled PAFC stacks avoid
these problems.

               HydroGen's core technology  centers on the 400kW fuel cell module
which is comprised of 4*100kW stacks within one pressure  vessel.  The fuel cell
stack technology and configuration have been indicated as successfully tested by
Westinghouse  in over 125,000 hours of stack testing and over 2,000,000 hours of
smaller scale testing.  The anticipated  lifetime for HydroGen's first 4-6 MW of
stacks is 40,000 hours.

               Expected  product  attributes and performance of HydroGen's 400kW
fuel cell technology are summarized below:

      o     Capacity: 400kW (NG) net output

      o     Efficiency:   40%  (complete  system  with  hydrogen  plant)  -  43%
            (H2-available)

      o     Fuels: Steam-reformed NG, clean H2 (H2 plant or byproduct)

      o     Cogeneration:  Up to  70psia  steam  @  360(degree)F  (fuel  cells);
            1,000psia+ (H2 plant)

      o     Net water: Up to 800 gal/hour for 10MW system

HydroGen PAFC Fuel Cell Systems Approach

               The  systems  approach of  HydroGen  in its PAFC  technology  and
systems are unique in two respects: air-cooled stack design and "unbundled" fuel
processing.  Management  anticipates  that  these  characteristics  will  enable
HydroGen to produce and deliver  fuel cell  systems  less  expensively  than its
customers and will have a commercially  acceptable  reliability  rating.  Future
systems may include  integrated  plant designs,  but only after we have achieved
desired system reliability and cost.

                                       35
<PAGE>

               Management believes that the air-cooled design of HydroGen's PAFC
modules makes it  considerably  simpler and cheaper to manufacture the fuel cell
stacks.  Air-cooled stacks are inherently a simpler technology than those cooled
by water, as they only require air to be channeled to the graphite plates.  This
reduces  the  number  of steps in the  manufacturing  of the fuel  cell  stacks.
Additionally,  corrosion  and water  discharge/clean-up  problems  are  negated,
lengthening  the  useful  life of the fuel cell  stacks and  reducing  operating
costs.  HydroGen  fuel cell systems can also be sited in remote arid areas since
they do not require the use of water for waste heat rejection. The fuel cells in
fact produce water as a byproduct.  These air-cooled,  water-generating features
may help drive  further  adoption of  HydroGen's  PAFC plants as regional  water
scarcity issues become more prevalent globally.

               HydroGen also takes  advantage of the fact that the 400kW modules
do not include an on-board fuel processing  system  (hydrogen  plant).  HydroGen
builds  complete  PAFC power  plants in the 6-30 MW range based  presently  on a
standard  building block of a 2MW 'power island' (each of which consists of five
(5) 400kW modules) that is unbundled from the hydrogen source. The power islands
will combine the HydroGen  air-cooled PAFC module  technology and  standardized,
state-of-the-art  balance of plant  equipment  with only few custom  components.
HydroGen's  business  model  focuses  initially on  applications  where there is
existing  hydrogen   infrastructure  -  for  example  by-product  hydrogen  from
industrial  activity  associated  with the  production  of chlorine,  industrial
gases,  and  ammonia - to supply  hydrogen  to our PAFC  power  plants.  In such
applications capital and fuel costs are reduced, as little or no fuel processing
is required.

               In utility and  cogeneration  applications  where hydrogen is not
available,  HydroGen intends to install a standard, hydrogen plant sized for the
application.   Hydrogen   plants  are  a  mature  and   robust   technology   in
multi-megawatt  equivalent  sizes,  used  for  decades  in  petroleum  refining,
chemicals, and food industries,  with many suppliers, proven reliability and low
cost.  Using the  HydroGen  'unbundled'  approach,  management  believes it will
achieve low system  costs by  deploying  its fuel cell  systems  using  standard
hydrogen  technology and existing  hydrogen  infrastructure  This approach is in
contrast to other manufacturers of low and intermediate  temperature fuel cells,
which target smaller applications of 100-1,000kW with packaged power plants. The
cost  structure of these  alternative  installations  suffers  from  significant
diseconomies  of scale from  integrating  the hydrogen plants with the fuel cell
stacks.

HydroGen Manufacturing Facilities

               HydroGen  currently  occupies  facilities in Jefferson  Hills, PA
(near Pittsburgh),  and operates them as a pilot manufacturing  plant.  HydroGen
currently   occupies   approximately   30,000   square  feet  of  space  in  the
manufacturing  plant. The current facility includes production equipment for the
electrodes, graphite plates, stacks, and various non repeating components of the
fuel  cells  and  fuel  cell  stacks.  Management  is  evaluating  other  nearby
properties,  which may offer superior  facilities and permit more flexible plant
layout and  expansion  potential.  Management  plans to use some of its  current
working  capital  to make our  manufacturing  facilities  fully  operational  at
2MW/year capacity.  Later management  intends to expand the production  capacity
incrementally to a 4-5 MW/year  capacity,  which expansion  management  believes
will only require a minimal amount additional capital investment.  The long-term
business  plan for  HydroGen is to expand  production  by deploying an automated
manufacturing  plant capable  initially of producing 25MW (62 modules) per year,
and later 100MW (250 modules) per year. HydroGen has floor plans and preliminary
designs,  which will be modified and modernized under a development program that
is part of the anticipated  scope of work  associated with the current  business
plan.

                                       36
<PAGE>

HydroGen Manufacturing Activities

               HydroGen plans to engage in two distinct  types of  manufacturing
activities:   the  manufacturing  of  PAFC  modules,  and  the  contracting  and
construction  of fuel cell power  plants.  These will be two entirely  different
processes with respect to logistics,  value-chain analysis,  and balance between
in-house  activities and outsourcing /  subcontracting.  The organization of the
company must be able to handle both  processes  in parallel and  simultaneously.
There will be,  therefore,  two  independent  organizational  structures  within
HydroGen.

               HydroGen's core operational activity will be the manufacturing of
400kW PAFC  modules  from raw  materials at its  manufacturing  facilities  near
Pittsburgh,  Pennsylvania.  Every  important  manufacturing  step  will  be done
in-house, and gradual changes over time will be limited to production automation
steps. With  manufacturing and quality analysis and quality control  procedures,
the  production  process will provide a certain yield of PAFC cells,  stacks and
modules, which after testing can be transported as ready-to-install modules into
the field sites.

               Management  expects to engage in  subcontracting  and outsourcing
fuel cell stack  components  once the  manufacturing  process is fully  mastered
internally,  once the  in-house  know-how  is on a  superior  level,  and  after
partners or  subcontractors  have been identified who can perform the same steps
better and cheaper at the same time.

HydroGen Engineering Contracting Activities

               When the PAFC modules  arrive in the field,  they will have to be
incorporated with the balance-of-plant  equipment (including a complete hydrogen
plant in applications without available hydrogen) to construct an operating fuel
cell power plant at the customer's  site.  These tasks will require a management
approach similar to that in the chemical and power plant contracting businesses.
A main contractor will assume, under direct management of HydroGen staff (mainly
under a lump-sum-turnkey contract), the ultimate responsibility for building the
fuel cell power plant, and installing,  testing and  commissioning  the complete
plant at the customer  site.  This  process  will  require  project and contract
management  by  HydroGen  and  will  require  special  staff  and  high  quality
procurement and managers.  The risks of this approach will be different from the
manufacturing  risks,  since here most of the actual work will be  performed  by
third parties under contract.

               HydroGen has in its  executive  and  technology  management  team
persons who have  experience  with most  aspects of both the  manufacturing  and
engineering contracting processes, and demonstrated  organizational capabilities
in these critical areas.

HydroGen Marketing

               HydroGen's  business  model  plan  calls  for it to  sell  6-30MW
turn-key power plants,  based on a standardized  2MW power island  consisting of
five of HydroGen's  400kW  modules.  Additionally,  HydroGen plans to attempt to
generate  recurring  revenues  from  the  sale  of  operations  and  maintenance
services,  and  ongoing  lease  revenues  for the 400kW  modules,  which must be
replaced after approximately 40,000 hours of generation.

                                       37
<PAGE>

               HydroGen   will  engage  in  marketing   efforts   early  in  its
implementation of the business plan because its products  represent a disruptive
technology.  Because of the nature of its  product,  the  decision  process of a
customer is expected to require substantial educative efforts and a multi-tiered
decision process within the management of a customer.  HydroGen will use its own
personnel for the early phases of its marketing  program and has staff currently
in place. HydroGen is in discussions with potential users of the fuel cells with
several generators of by-product hydrogen.

Intellectual Property

               HydroGen owns certain rights and manufacturing assets for the 400
kW,  air-cooled  PAFC  technology  developed  in the 1980s  and  early  1990s by
Westinghouse.  As part of the DOE-Westinghouse program,  Westinghouse obtained a
revocable, non-exclusive license to use all technology developed pursuant to the
DOE sponsored program. In addition,  Westinghouse  undertook its own development
of module  designs and  manufacturing  plans,  and  constructed a  manufacturing
facility and working prototype module.  During this  manufacturing and prototype
program,  Westinghouse  privately  developed  recipes,  processes  and plans for
designing  and  manufacturing  phosphoric  acid fuel  cells.  That  intellectual
property,  maintained by Westinghouse as trade secrets,  has been transferred to
HydroGen along with all of  Westinghouse's  rights to the  technology  developed
under the DOE research and development program, and has since been maintained as
closely held  secrets.  HydroGen  also  employs some of the former  Westinghouse
engineers who developed the  technology,  and is in the process of  transferring
their knowledge base to a new team of engineers.

               Most  of  the  HydroGen  core  intellectual   property  has  been
maintained as trade  secrets,  which are kept in the form of drawings,  recipes,
process  descriptions  and  other  writings  in  its  files.  Westinghouse,  who
originally  developed the  technology and made the decision to maintain the core
technology in the form of trade  secrets,  subsequently  transferred  all of its
intellectual property related to the PAFC program,  including the trade secrets,
to Environmental  Energy Services,  Inc (EESI), the predecessor  company to Fuel
Cell  Corporation  of America  (FCA),  on or about March 31, 1993  pursuant to a
general  assignment  set  forth  in  the  asset  purchase  agreement.   FCA/EESI
maintained  these trade secrets,  until  ultimately  transferring  the assets to
HydroGen  in the fall of 2001.  HydroGen  has kept,  and  intends to continue to
keep, these secrets closely guarded,  distributing  them on a need to know basis
only,  and  implementing  strict  confidentiality  and non-use  agreements  when
disclosure is necessary.

               Although most of the core technology has been maintained as trade
secrets,  Westinghouse did, however,  apply for and receive patents from time to
time. These were all subsequently assigned to the DOE. The non-exclusive license
to use these  patents  has been  assigned,  through  Fuel Cell  Corporation,  to
HydroGen.  However  most of the DOE patents  have expired or were allowed by the
DOE to lapse. The DOE did, however,  maintain four key patents,  which remain in
effect today.  HydroGen has submitted an application to the DOE for an exclusive
license for the patents. The application  currently is under DOE review process,
which  included a 30 day public  comment  period  before the DOE could grant the
exclusive  license.  The DOE and HydroGen are negotiating the terms of a license
for  the  continued  use  of the  patents  to  which  HydroGen  currently  has a
non-exclusive license.


                                       38
<PAGE>

               The four maintained DOE patents are as follows:

<TABLE>
<CAPTION>
-----------------  --------------------------------------------------------  ----------------------------------------
    Patent No.                 Subject Matter of Patent                                  Expiration date
-----------------  --------------------------------------------------------  ----------------------------------------
<S>                   <C>                                                                     <C>
     4978591       Corrosion Free Phosphoric Acid Fuel Cells                                 9/2009
-----------------  --------------------------------------------------------  ----------------------------------------
     4732822       Fuel Cell Acid Supply System                                              5/2006
-----------------  --------------------------------------------------------  ----------------------------------------
     4853301       Fuel Cell Plates with Skewed Process Channels                             2/2006
-----------------  --------------------------------------------------------  ----------------------------------------
     5096786       Integral Edge Seal for Phosphoric Acid Fuel Cells                         9/2009
-----------------  --------------------------------------------------------  ----------------------------------------
</TABLE>

               HydroGen,  for the time being,  will  continue  the  Westinghouse
policy of using trade secrets as the principal mode to protect its  intellectual
property.  As HydroGen makes improvements to the existing technology or develops
new technology,  HydroGen will re-evaluate this policy, and determine an optimal
combination of patent and closely-held trade secret protection.

Competition

               HydroGen faces  competition  from a number of different  sources.
Indirectly,  there is  competition  from the current  producers of  electricity,
including  the  major  power  producers,  transmission  companies  and  existing
co-generation  sources,  and from  combustion  turbines that are used to produce
electric  power,  and there is direct  competition  from other producers of fuel
cells, albeit based on different technologies.

               The current electric producers all have existing facilities,  are
part of the  current  power grid and have an  established  market  presence.  In
addition,  to  terminate  or modify the supply  relationship  with some of these
suppliers,  the customer  must pay  termination  fees for long term  contractual
arrangements  or fees for  remaining  a user of grid  electricity  on a  back-up
basis.  These fees will be taken into account  when  evaluating  an  alternative
source of electricity.

               The HydroGen PAFC module systems face  competition from incumbent
distributed   generation   technologies   with  similar   performance  and  size
characteristics,   specifically   internal  combustion  engines  and  combustion
turbines.  This  technology has a long operating and service support history and
low installed  costs,  and currently  they have a substantial  market  position.
HydroGen  will  compete  with  these  technologies   largely  on  the  basis  of
efficiency,  high  reliability  and  availability,  low to  zero-emissions,  low
maintenance-intensity, modularity, fuel source diversity, and an ability to make
direct  use  of  by-product  hydrogen  from  industrial  processes.   The  power
reliability  issue is of particular  value as the HydroGen fuel cell system will
provide  significant  redundancy;  for a 10MW system, for example, 25 individual
400 kW fuel  cell  modules  are used.  If one  module  fails or has  maintenance
issues, the other fuel cells will continue to run, thereby  maintaining the vast
majority of the plant's rated power production.

               Although it is  projected  that fuel cells of all kinds will gain
market share in time, the incumbent technologies of power plants,  co-generation
sources and internal  combustion engines and the producers of these technologies
and power  sources  using them are very  strongly  entrenched  and hold a highly
defensible and dominant share of the market for electricity production. HydroGen
will  attempt to meet this  competition  by creating and  maintaining  strategic
partnerships  and achieving cost reductions in its  technologies to make it more
attractive as an alternative source. Also, HydroGen will seek applications where
the fuel cell is the more logical  solution in operation such as locations where
the electric grid is not readily available.

                                       39
<PAGE>

               HydroGen also faces  competition  from  producers of water cooled
fuel  cells.  Two  leading  manufacturers  of this type of fuel cell are  United
Technologies  Corporation  and Fuji  Electric.  Both of these  companies  have a
proven track record, substantial resources and a large number of installed power
plants using the technology. Additionally, in the future, HydroGen may also face
competition  from producers of molten  carbonate fuel cells and solid oxide fuel
cells.  These  latter  two  technologies  are not  expected  to be  commercially
available at competitive prices for at least a decade. Currently it is estimated
that molten carbonate fuel cells cost approximately  $10,000 per kW and are only
available in 250kW and 1MW units.  The solid oxide fuel cell units are also only
available  in  units up to  300kW  and  costs  are  estimated  to be at least as
expensive as molten carbonate  systems.  These types of fuel cells all currently
have design and operational  issues that make them more expensive to manufacture
and operate and overall  make them  compare  less  favorably  to air cooled PAFC
modules.

               In the  future,  HydroGen  may also have to compete  with  proton
exchange membrane technology. Currently this is a fuel cell developed for mobile
applications,  but it is anticipated  that this  technology  will be deployed in
stationary  applications.  This technology  operates at a lower  temperature and
efficiency than the PAFC module stacks and requires relatively pure hydrogen for
the stakes. The proton exchange membrane  technology also suffers from a shorter
production  life.  Overall,  currently  they do not  appear  to be suited to the
larger-sized base load applications that HydroGen plans to target.

               HydroGen  intends to compete with its other fuel cell competitors
on the  basis  that its  technology  is  commercially  ready  and  there are few
manufacturers of PAFC modules.  It will also compete on the basis of a price per
kW installed  for PAFC modules being  substantially  less than other fuel cells,
its reliability,  efficiency and lower maintenance.  It will also compete on the
basis of the large  amount of resources  previously  used to develop the PAFC by
Westinghouse and the United States government,  and the fact that it is close to
the  manufacturing  stage of  development  rather  than still in the period when
there will have to be substantial further research and development.

Properties

               The company currently occupies  approximately  30,000 square feet
of  manufacturing  and office space in Jefferson  Hills,  Pennsylvania.  At this
location the company  maintains its  headquarters,  development  facilities  and
manufacturing  and testing  facilities.  This space is rented from JTC Holdings,
LLC on a  month-to-month  lease.  The rent is currently under  negotiation,  but
management  expects  that  effective  April 01,  2005 the  monthly  rent will be
approximately  $13,500.  This  facility is leased from an affiliate of Fuel Cell
Corporation which is a greater than 5% shareholder of Chiste.

Employees

               The company has  approximately 20 full time employees.  The chief
executive officer, Mr. Leo Blomen, a resident of the Netherlands is employed for
at least  50% of his  business  time.  Of the  full-time  employees  there are 7
executive  and office  persons,  the  remainder  technical  staff.  The  company
believes  it has  good  relations  with  its  employees,  and  none of them  are
represented by unions.

                                       40
<PAGE>

                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

               The  following  table sets forth  certain  information  regarding
Chiste's common stock beneficially owned on July 8, 2005, after giving effect to
the  exchange  transaction,  the  HydroGen  private  placement,  and the private
placement of Preferred Shares to institutional  investors by Chiste for (i) each
stockholder  known  to  be  the  beneficial  owner  of 5% or  more  of  Chiste's
outstanding  common stock, (ii) each executive  officer and director,  and (iii)
all  executive  officers  and  directors as a group on a  pre-Reverse  Split and
post-Reverse  Split  basis,  and  assuming  (i) all  options  granted to Messrs.
Schecter and Wilshire are fully vested,  and (ii) the  exclusion of  outstanding
2,400,000  warrants of Chiste which  expired June 30, 2005.  The table assumes a
total of 194,748,788 and 7,789,952  shares of Chiste's common stock  outstanding
on a pre- and post-Reverse Split basis, respectively, and on a fully diluted and
a Preferred Shares as-converted basis.

<TABLE>
<CAPTION>
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
    Name of Beneficial Owner             Amount of Beneficial Ownership  Amount of Beneficial Ownership       Percent of Beneficial
                                               (Pre-Reverse Split)            (Post-Reverse Split)                   Ownership
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
<S>                                              <C>                               <C>                              <C>
Leo Blomen(1)                                    10,289,639                        411,586                          5.53%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Joshua Tosteson(1)                               13,577,416                        543,097                          7.29%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Scott Schecter(1), (2)                            5,148,647                        205,946                          2.72%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Scott Wilshire(1), (3)                            2,144,200                        85,768                           1.14%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
FuelCell Holdings, LLC(4)                        18,936,132                        757,445                          10.17%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Pequot Capital Management, Inc.(5)               19,157,813                       1,214,479                         10.29%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
SAC Capital Associates, LLC(6)                    9,803,646                        392,146                          5.27%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Security Management Company, LLC(7)              39,214,769                       1,568,591                         21.06%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Keating Reverse Merger Fund, LLC(8)               7,545,000                        301,800                          3.87%
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado  80111
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
All Executive Officers and Directors
as a group (four persons)                        31,159,902                       1,246,396                         16.30%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
</TABLE>


* Less than 0.01%.

(1)   c/o 1801 Route 51 South, Jefferson Hills, Pennsylvania 15025.

(2)   Includes options to purchase  2,726,682 shares Chiste's common stock at an
      exercise  price of $0.182  per share on a  pre-Reverse  Split  basis,  and
      options to purchase  109,067 shares  Chiste's  common stock at an exercise
      price of $4.538 per share on a post-Reverse Split basis.

(3)   Includes options to purchase  2,049,362 shares Chiste's common stock at an
      exercise  price of $0.182  per share on a  pre-Reverse  Split  basis,  and
      options to purchase  81,974  shares  Chiste's  common stock at an exercise
      price of $4.538 per share on a post-Reverse Split basis.

                                       41
<PAGE>

(4)   FuelCell Corporation of America has an address at 3201 Enterprise Parkway,
      Suite 460, Beachwood, Ohio 44122. Mr. Saul Siegel has investment authority
      over these shares.

(5)   Shares  beneficially  owned by Pequot Capital  Management,  Inc. represent
      66,150  shares of Series B Preferred  Stock held of record by Pequot Scout
      Fund, L.P. and 37,209 shares of Series B Preferred Stock held of record by
      Pequot Mariner Master Fund, L.P. Pequot Capital Management, Inc., which is
      the   investment   manager  to  the  above  named  funds   exercises  sole
      dispositive,  voting and  investment  power for all the shares.  Arthur J.
      Samberg is the sole  shareholder  of Pequot Capital  Management,  Inc. and
      disclaims  beneficial  ownership  of the shares  except for his  pecuniary
      interest.

(6)   S.A.C.  Capital Associates,  LLC has an address at 158 Victoria House, The
      Valley,  Anguilla,  BWI.  S.A.C.  Capital  Advisors  LLC  has  the  voting
      authority over these shares.

(7)   Security  Management  Company,  LLC is the  investment  advisor to (a) SBL
      Fund,  Series J. (b)  Security Mid Cap Growth  Fund,  (c) Security  Equity
      Fund, Mid Cap Values Series, and (d) SBL Fund, Series V (collectively, the
      "Funds").  Each of the Funds is an investment company registered under the
      Investment  Company Act of 1940, as amended.  The securities listed in the
      table  above are  owned by the  Funds.  As  investment  advisor,  Security
      Management  Company,  LLC may be deemed to be the beneficial owner of such
      securities.

(8)   Keating  Reverse Merger Fund, LLC is not owned by or affiliated with Kevin
      R. Keating and disclaims any beneficial interest in the shares of Chiste's
      common stock owned by Kevin R. Keating.  Keating  Reverse Merger Fund, LLC
      has the right to nominate a director of Chiste.


                                       42
<PAGE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               Pursuant to a Disposition of Collateral and Settlement  Agreement
dated June 30, 2003, Aztore Holdings,  Inc.  ("Aztore") acquired and disposed of
all Dyna-Cam engine business assets in a negotiated transaction.

               Chiste  entered  into an  agreement  with Jack E. Dahl,  a former
President. Under this agreement, as a result of the Asset Disposition,  Mr. Dahl
was paid a cash fee of $50,000  plus 20,000  shares of common  stock in complete
settlement of all his claims on our books at that time.  Mr. Dahl resigned as an
officer  and  director  on July 2, 2003 and waived  his stock  options by mutual
agreement.  As a result of the Asset  Disposition,  effective June 30, 2004, all
outstanding  shares of Series A Preferred  Shares were  converted  into  111,292
shares of common  stock and the entire  class of Series A  Preferred  Shares was
retired.

               Immediately  following the Asset  Disposition,  Aztore reinstated
and  amended  the line of  credit  ("LOC")  reducing  the  amount  of the LOC to
$250,000  effective June 30, 2003. On August 30, 2003,  Aztore agreed to further
amend the LOC to increase  the LOC to $800,000  and extend the maturity to March
31, 2006.

               An  Existing   Stockholder  Rights  Agreement,   wherein  certain
stockholders were granted anti-dilution and certain other rights, was terminated
effective June 30, 2003.

               As part of the Asset Disposition,  all stock options issued under
our Equity  Incentive Plan was terminated by mutual  agreements and  settlements
effective June 30, 2003. The Equity Incentive Plan remains in force.

               On July 1, 2004,  Aztore,  PHL, Ms. Wilks and Mr. Palmer  entered
into a Purchase and Settlement  Agreement  whereby PHL, Ms. Wilks and Mr. Palmer
sold all of their ownership  interests in the Company to Aztore. The purchase of
these shares gave Aztore controlling ownership as of July 1, 2003.

               As part of the Asset  Disposition,  the Purchaser  required us to
change our name from Dyna-Cam Engine Corporation. On April 2, 2004, at a special
meeting  our  stockholders  voted to change our name to Chiste  Corporation.  In
addition, stockholders approved the Reverse Split.

               On May 3,  2004,  as an  inducement  to KRM Fund to enter  into a
Securities Purchase Agreement ("SPA"),  Chiste agreed to settle the aggregate of
$725,925 of Secured Notes due Aztore under the Amended LOC Agreement,  including
$44,918 of accrued interest,  by issuing Aztore a New Secured Note for $664,500.
This  Settlement  Agreement  also  released  Chiste from all future  amounts due
Aztore,  which Aztore has earned or may earn, including investment banking fees,
warrant exercise fees and any other fees and  reimbursements  under its Advisory
Agreement.  As  another  condition  of this  settlement,  Aztore  assumed  other
liabilities  totaling $42,030 ("Other  Liabilities") and agreed to indemnify and
hold Chiste  harmless from claims,  expenses and or liabilities  relating to the
Other Liabilities.

               On May 4, 2004,  pursuant to the SPA,  Chiste sold to KRM Fund an
aggregate of 800,000  shares of common stock at a price of $0.10 per share for a
total  purchase  price of  $80,000.  Concurrently,  KRM Fund  purchased  the New
Secured Note from Aztore,  which KRM Fund  immediately  converted into 6,645,000
shares of common stock.

                                       43
<PAGE>

               In order to fund Chiste's working capital needs, on May 27, 2004,
Chiste sold to KRM Fund 100,000  shares of common  stock at a purchase  price of
$0.10 per share, for an aggregate consideration of $10,000.

               On May 27,  2004,  400,000  shares of Chiste's  common stock were
issued to Kevin R. Keating,  our sole officer and director,  as compensation for
services valued by Chiste at $40,000.

               On June 10,  2004,  Chiste  entered  into a  contract  with  Vero
Management,  LLC ("Vero") for managerial and administrative  services.  Vero has
not been  engaged  to  provide,  and Vero does not  render,  legal,  accounting,
auditing,  investment banking or capital formation services. Kevin R. Keating is
the manager of Vero. The term of the contract is for one year. In  consideration
of the  services  provided,  Vero will be paid  $1,000  for each  month in which
services are rendered.

               Kevin R.  Keating,  is the  father  of the  principal  member  of
Keating Investments, LLC. Keating Investments, LLC is the managing member of KRM
Fund, which is the current majority stockholder of Chiste.  Keating Investments,
LLC is also the  managing  member  and 90% owner of Keating  Securities,  LLC, a
registered  broker-dealer.  Kevin R. Keating is not  affiliated  with and has no
equity interest in Keating Investments, LLC, KRM Fund or Keating Securities, LLC
and disclaims  any  beneficial  interest in the shares of Chiste's  common stock
owned by KRM Fund.  Similarly,  Keating  Investments,  LLC, KRM Fund and Keating
Securities,  LLC  disclaim  any  beneficial  interest  in the shares of Chiste's
common stock currently owned by Kevin R. Keating.

               At or prior to the  closing  of the  Exchange,  Chiste  will also
enter into a certain financial advisory agreement with Keating  Securities,  LLC
("Keating  Securities"),   a  registered  broker-dealer,   under  which  Keating
Securities will be compensated by Chiste for its advisory  services  rendered to
Chiste in connection  with the Exchange.  The  transaction  advisory fee will be
$325,000, with the payment thereof being subject to the closing of the Exchange.
Keating  Securities,  LLC is an  affiliate  of  Keating  Investments,  LLC,  the
managing member of KRM Fund, our current controlling stockholder.

               HydroGen leases the Jefferson Hills,  Pennsylvania  manufacturing
and office  facilities  from a  corporation  that is an  affiliate  of Fuel Cell
Corporation and is controlled by Saul Siegal. Fuel Cell Corporation is a greater
than 5% shareholder of Chiste. The lease is on a month-to-month basis and may be
terminated on 30-days notice. HydroGen pays approximately $13,500 per month.

               Other than the above  transactions or otherwise set forth in this
Schedule  or in any  reports  filed by Chiste  with the SEC, we have not entered
into any material transactions with any director, executive officer, and nominee
for director,  beneficial  owner of five percent or more of our common stock, or
family members of such persons.

Item 9.01      Financial Statements and Exhibits.

               (a) Financial statements of business acquired.

                             Audited Financial Statements of HydroGen, LLC as of
December 31, 2004, and for the years ended December 31, 2004 and 2003.

                                       44
<PAGE>

                             The Unaudited Financial Statements of HydroGen, LLC
as of March 31, 2005,  and for the quarters  ended March 31, 2005 and 2004,  and
for the period from inception (November 11, 2001) through March 31, 2005.

               (b) Proforma financial statements of business acquired.

                             Proforma Financial  Statements are not required due
to this transaction being accounted for as a recapitalization of HydroGen, LLC.

               (c)           Exhibits

                                4.1   Certificate of Designations,  Preferences,
                                      Rights   and   Limitations   of  Series  B
                                      Convertible  Preferred  Shares  of  Chiste
                                      Corporation (Filed herewith)

                                10.1  Financial Advisory Agreement dated July 6,
                                      2005,  between  Chiste  Corporation.   and
                                      Keating Securities, LLC (Filed herewith)

                                10.2  Exchange   Agreement    (Incorporated   by
                                      reference  from  Exhibit  2.2 of Form  8-K
                                      filed May 18, 2005 by Registrant)

                                10.3  Voting  Agreement  Form among  Registrant,
                                      holders  of  Preferred  Shares  and others
                                      (Filed herewith)

                                10.4  Employment  Agreement  -  Joshua  Tosteson
                                      (Filed herewith)

                                10.5  Employment   Agreement  -  Scott  Schecter
                                      (Filed herewith)

                                10.6  Employment   Agreement  -  Scott  Wilshire
                                      (Filed herewith)

                                10.7  Employment  Agreement - Greg Morris (Filed
                                      herewith)

                                10.8  Option  Agreement - Scott Schecter  (Filed
                                      herewith)

                                10.9  Option  Agreement - Scott Wilshire  (Filed
                                      herewith)

                                10.10 Option    Agreement   -   Greg      Morris
                                      (Incorporated  by  reference  from Exhibit
                                      10.7 on Form 8-K dated July 7, 2005)

                                10.11 Form of General  Investor  Stock  Purchase
                                      Agreement,   including   voting  agreement
                                      (Filed herewith)

                                10.12 Form of Preferred  Shares  Investor  Stock
                                      Purchase   Agreement   for   institutional
                                      investors (Filed herewith)

                                10.13 Preferred  Shares  Investor   Registration
                                      Rights    Agreement   for    institutional
                                      investors (Filed herewith)

                                10.14 Code of Ethics (Filed herewith)

                                10.15 Stock Option Plan (Filed herewith)

                                99.1  Press Release announcing the Closing filed
                                      on July 8, 2005.


                                       45
<PAGE>

                                   SIGNATURES

               Pursuant to the  requirements  of the Securities  Exchange Act of
1934, Chiste  Corporation has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                Chiste Corporation


Date:  July 11, 2005                            By: /s/ Joshua Tosteson
                                                    --------------------------
                                                    Joshua Tosteson, President

                                       46
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Members
HydroGen, L.L.C.

We have  audited the  accompanying  statement  of  operations  and cash flows of
HydroGen  L.L.C.  (a development  stage company) for the year ended December 31,
2003 and the  statement of members  deficiency  for the period from November 11,
2001  (inception) to December 31, 2001 and the years ended December 31, 2002 and
2003.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements of Hydrogen L.L.C.  referred to above
present fairly, in all material respects,  the results of its operations and its
cash flows for the year ended December 31, 2003 in conformity with United States
generally accepted accounting principles.



Saltz, Shamis & Goldfarb, Inc.
Akron, Ohio


February 20, 2004
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members
HydroGen, L.L.C.

We  have  audited  the  accompanying  balance  sheet  of  HydroGen,   L.L.C.  (a
development stage company) as of December 31, 2004 and the related statements of
operations,  members'  deficiency and cash flows for the year then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of HydroGen L.L.C. as of December
31, 2004 and the results of its  operations and its cash flows for the year then
ended in conformity with United States generally accepted accounting principles.



GOLDSTEIN GOLUB KESSLER LLP
New York, New York

March 11, 2005,  except for the second paragraph of Note 10 which is as of April
1, 2005,  the third and fourth  paragraphs of Note 10 which is as of May 6, 2005
and the first paragraph of Note 10 which is as of July 7, 2005.
<PAGE>

HYDROGEN, L.L.C. (A Development Stage Company)
BALANCE SHEET

                                                       MARCH 31,    DECEMBER 31,
                                                         2005          2004
                                                      -----------   -----------
                                                      (unaudited)
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                           $   954,173   $ 1,230,056

  Other current assets                                     76,210         2,515
                                                      -----------   -----------

     TOTAL CURRENT ASSETS                               1,030,383     1,232,571
                                                      -----------   -----------

  Property and equipment, net                               7,630         4,415
                                                      -----------   -----------

    TOTAL ASSETS                                      $ 1,038,013   $ 1,236,986
                                                      ===========   ===========

LIABILITIES AND MEMBERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts payable and accrued expenses              $   288,213   $   289,974
   Note payable, related parties                          617,360       617,360
   Convertible notes payable, net of discount
      of $262,073 and $387,839 at March 31, 2005 and
      December 31, 2004 respectively                    1,737,927     1,242,161
                                                      -----------   -----------

    TOTAL CURRENT LIABILITIES                           2,643,500     2,149,495
                                                      -----------   -----------


MEMBERS' DEFICIENCY                                    (1,605,487)     (912,508)
                                                      -----------   -----------

TOTAL MEMBERS' DEFICIENCY AND LIABILITIES             $ 1,038,013   $ 1,236,986
                                                      ===========   ===========

        See accompanying notes to the financial statements
<PAGE>

HYDROGEN, L.L.C. (A Development Stage Company)
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                  NOVEMBER 11, 2001
                                                                                                     (INCEPTION)
                                                                                                      THROUGH
                                           FOR THE QUARTERS ENDED         FOR THE YEARS ENDED         MARCH 31,
                                                  MARCH 31,                   DECEMBER 31,              2005
                                         --------------------------    --------------------------  (not covered by
                                            2005            2004          2004           2003     auditors' reports)
                                         -----------    -----------    -----------    -----------    -----------
                                         (unaudited)    (unaudited)
<S>                                      <C>            <C>            <C>            <C>            <C>
REVENUES                                 $        --    $        --    $       767    $    40,765    $    96,660
                                         -----------    -----------    -----------    -----------    -----------

COSTS AND EXPENSES
   Cost of revenue                                --             --            443          1,254          1,780

   General and administrative expenses       641,913        180,210      1,639,462        191,881      2,634,372
                                         -----------    -----------    -----------    -----------    -----------

TOTAL COSTS AND EXPENSES                     641,913        180,210      1,639,905        193,135      2,636,152
                                         -----------    -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS                        (641,913)      (180,210)    (1,639,138)      (152,370)    (2,539,492)
                                         -----------    -----------    -----------    -----------    -----------

    Interest income                            5,719             --          1,164             --          6,883

    Interest expense                        (261,698)        (5,219)       (96,680)       (10,758)      (372,983)
                                         -----------    -----------    -----------    -----------    -----------

NET LOSS                                 $  (897,892)   $  (185,429)   $(1,734,654)   $  (163,128)   $(2,905,592)
                                         ===========    ===========    ===========    ===========    ===========
</TABLE>

        See accompanying notes to the financial statements
<PAGE>

HYDROGEN, L.L.C. (A Development Stage Company)
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                                  NOVEMBER 11, 2001
                                                                                                                     (INCEPTION)
                                                           FOR THE QUARTERS ENDED         FOR THE YEARS ENDED          THROUGH
                                                                  MARCH 31,                   DECEMBER 31,          MARCH 31, 2005
                                                        --------------------------    --------------------------   (not covered by
                                                           2005            2004          2004            2003     auditors' reports)
                                                        -----------    -----------    -----------    -----------    -----------
                                                        (unaudited)     (unaudited)
<S>                                                     <C>            <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                              $  (897,892)   $  (185,429)   $(1,734,654)   $  (163,128)   $(2,905,592)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation                                                576             --            491             --          1,067
    Amortization of discount on convertible notes           229,163             --         67,669             --        296,832
    Members' interests issued for compensation              101,516         87,551        638,830             --        740,346
    Changes in operating assets and liabilities
      (Increase) decrease in other current assests          (73,694)            --            485         32,835        (76,210)
      (Decrease) increase in accounts payable and
       accrued expenses                                      (1,761)        26,401        185,980         53,782        288,213
                                                        -----------    -----------    -----------    -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                      (642,092)       (71,477)      (841,200)       (76,511)    (1,655,344)
                                                        -----------    -----------    -----------    -----------    -----------

CASH FLOW FROM INVESTING ACTIVITIES
  Purchase of property and equipment                         (3,791)        (2,947)        (4,905)            --         (8,697)
                                                        -----------    -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Members' capital contributions                                 --             --             --             --            854
  Proceeds from notes payable, related parties                   --         74,500        445,710         75,435        617,360
  Proceeds from issuance of convertible notes payable
   including amount allocated to equity component           370,000             --      1,630,000             --      2,000,000
                                                        -----------    -----------    -----------    -----------    -----------
NET CASH PROVIDED BY FINANCING
  ACTIVITIES                                                370,000         74,500      2,075,710         75,435      2,618,214
                                                        -----------    -----------    -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    $  (275,883)   $        76      1,229,605         (1,076)       954,173

CASH AND CASH EQUIVALENTS, beginning of period            1,230,056            451            451          1,527             --
                                                        -----------    -----------    -----------    -----------    -----------
CASH AND CASH EQUIVALENTS, end of period                $   954,173    $       527    $ 1,230,056    $       451    $   954,173
                                                        ===========    ===========    ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURES

Cash paid for interest                                           --             --             --             --             --
                                                        -----------    -----------    -----------    -----------    -----------
</TABLE>

               See accompanying notes to the financial statements
<PAGE>

HYDROGEN, L.L.C. (A Development Stage Company)
STATEMENTS OF MEMBERS' DEFICIENCY

<TABLE>
<CAPTION>
                                                                                    Deficit
                                                        Members'       Equity     Accumulated
                                          Members'     Interests    Component of  During the        Total
                                          Capital      Issued for   Convertible   Development      Members'
                                       Contributions  Compensation     Notes         Stage        Deficiency
                                        -----------   -----------   -----------   -----------    -----------
<S>                                     <C>           <C>           <C>           <C>            <C>
Balance, November 11, 2001
    (Inception)                                  --            --            --            --             --

Capital contributed                     $       854            --            --   $        --    $       854

Net loss                                         --            --            --        (5,564)        (5,564)

                                        -----------   -----------   -----------   -----------    -----------
Balance, December 31, 2001 (a)          $       854   $        --   $        --   $    (5,564)   $    (4,710)
                                        -----------   -----------   -----------   -----------    -----------

Net loss (a)                                     --            --            --      (104,354)      (104,354)

                                        -----------   -----------   -----------   -----------    -----------
Balance, December 31, 2002 (a)          $       854   $        --   $        --   $  (109,918)   $  (109,064)
                                        -----------   -----------   -----------   -----------    -----------

Net loss                                         --            --            --      (163,128)      (163,128)

                                        -----------   -----------   -----------   -----------    -----------
Balance, December 31, 2003              $       854   $        --   $        --   $  (273,046)   $  (272,192)
                                        -----------   -----------   -----------   -----------    -----------

Members' interests issued
   for compensation                              --       638,830            --            --        638,830

Issuance of equity in connection with
    issuance of convertible notes                --            --   $   455,508            --        455,508

Net loss                                         --            --            --    (1,734,654)    (1,734,654)

                                        -----------   -----------   -----------   -----------    -----------
Balance, December 31, 2004              $       854   $   638,830   $   455,508   $(2,007,700)   $  (912,508)
                                        -----------   -----------   -----------   -----------    -----------

           (unaudited)
---------------------------------------
Vesting of members' interests
   issued for compensation                       --       101,516            --            --        101,516

Issuance of equity in connection with
    issuance of convertible notes                --            --       103,397            --        103,397

Net loss                                         --            --            --      (897,892)      (897,892)
                                        -----------   -----------   -----------   -----------    -----------

Balance, March 31, 2005                 $       854   $   740,346   $   558,905   $(2,905,592)   $(1,605,487)
                                        ===========   ===========   ===========   ===========    ===========
</TABLE>

(a) Not covered by auditors' reports.

               See accompanying notes to the financial statements
<PAGE>

                                HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004

NOTE 1 - DESCRIPTION OF THE COMPANY

The business of HydroGen,  L.L.C. (the "Company") commenced in November, 2001 to
conduct the business of designing and manufacturing  air-cooled  Phosphoric Acid
Fuel Cell ("PAFC") power generation systems. The term of the Company's existence
is ten years unless terminated earlier.

Company's Business

The Company is a  manufacturer  of  multi-megawatt  fuel cell systems  utilizing
proprietary  400-kilowatt (kW) phosphoric acid fuel cell (PAFC) technology.  The
technology was developed by Westinghouse Electric Corporation,  and was acquired
in 1993 by Fuel Cell Corporation of America ("FCA",) the Company's  predecessor.
In 2001,  FCA  assigned all of its  ownership  rights to the  technology  to the
Company (the assignment to the Company of patents and patent  applications is in
the process of being  registered  with the United  States  Patent and  Trademark
Office).

FCA  contributed  assets and PAFC  technology for a 55% interest in the Company.
Founding  management members received a 45% membership interest in the aggregate
for services to be rendered.  FCA,  under the  Operating  Agreement,  received a
distribution  preference  from the  Company  in the amount of $2.2  million.  On
January 27, 2004,  FCA and HMR, LP ("HMR") a  Connecticut  limited  partnership,
entered  into an option  agreement  granting  HMR the option to purchase  1/2 of
FCA's 54.083  membership  units.  On May 14, 2004, HMR acquired  27.042 of FCA's
units for  $2,350,000  under this  Option  Agreement.  Prior to  exercise of the
option by HMR,  FCA owned  53.683% of the  outstanding  membership  units of the
Company, and at December 31, 2004 FCA owned 23.284% of such membership units.

As a part of this  transaction  FCA  cancelled  its  $2.2  million  distribution
preference as provided for in the operating agreement with the Company. Further,
FCA agreed to lend the Company on an interest free basis  evidenced by a line of
credit note, a sum not to exceed $350,000.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Revenue is recognized when persuasive evidence of a sale exists, the product has
been  delivered,  the rights and risks of ownership have passed to the customer,
the price is fixed and determinable,  and collection of the resulting receivable
is  reasonably  assured.  For  arrangements  which include  customer  acceptance
provisions,  revenue is not  recognized  until the terms of acceptance  are met.
Reserves for sales returns and  allowances are estimated and provided for at the
time of shipment.
<PAGE>

                                HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Cash Credit Risk

From time to time the Company maintains cash deposits with its principal bank in
excess of FDIC insured  limits.  The Company has not  experienced  any losses in
these accounts.

Advertising

Advertising costs are expensed as incurred.  The Company incurred no advertising
expense for the 3 months ended March 31, 2005 and 2004,  and for the years ended
December 31, 2004 and 2003 and the period from November 11, 2001  (inception) to
March 31, 2005, advertising expense was $389, $884 and $1,273, respectively.

Property and Equipment

Property and equipment are stated at cost.  Depreciation  is computed  using the
straight  line  method  over the  estimated  useful  lives of related  assets as
follows: computer and office equipment - five years; machinery and equipment and
leasehold improvements - seven years.

Research and Development Expenses

Research and  development  expenditures  are expensed as incurred.  Research and
development  expense for the 3 months  ended March 31, 2005 and 2004 and for the
years ended  December  31, 2004 and 2003 and the period from  November  11, 2001
(inception) to March 31, 2005, was approximately  $155,000,  $21,000,  $248,000,
$20,000 and $447,000, respectively.

Statements of Cash Flows

For  purposes  of the  statements  of cash  flows,  the  Company  considers  its
short-term cash investments,  which have an original maturity of three months or
less, to be cash equivalents.

Income Taxes

The  Company,  which is  organized  as a limited  liability  company in Ohio has
elected  to be  treated  as a  partnership  for  federal  and state  income  tax
purposes. In lieu of paying taxes at the company level, the members of a limited
liability  company  are  taxed on  their  proportionate  share of the  company's
taxable income. Therefore, no provision or liability for federal or state income
taxes has been included in the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results may differ from those estimates.
<PAGE>

                                HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2005 and December
31, 2004.

                                      March 31,     December 31,
                                        2005           2004
                                      --------       --------
      Machinery and equipment         $296,250       $296,250
      Leasehold improvements             4,528          4,528
      Office equipment                  54,044         50,253
                                      --------       --------
                                       354,822        351,031

      Less accumulated depreciation    347,192        346,616
                                      --------       --------
                                      $  7,630       $  4,415
                                      ========       ========

The net book value of significantly all of the above assets was transferred from
a related party at historical  cost (see Note 1) at the date of formation of the
Company.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At March 31, 2005 and December 31, 2004,  accounts  payable and accrued expenses
include the following:

                                  March 31,   December 31,
                                    2005         2004
                                  --------     --------
      Accounts payable            $110,284     $ 73,892
      Accrued consulting fees           --      100,000
      Accrued professional fees     15,000       35,000
      Accrued interest              76,132       43,616
      Other                         86,797       37,466
                                  --------     --------
                                  $288,213     $289,974
                                  ========     ========
<PAGE>

                                HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 5 - CONVERTIBLE NOTES AND CAPITAL STRUCTURE

Convertible Notes

The Company has completed a $2,000,000 private placement of securities  whereby,
for each $10,000  received,  it issued  investment units consisting of a $10,000
convertible  note and a .045 membership  unit. At December 31, 2004, the Company
had received  $1,630,000 of the investment  units and subsequent to December 31,
2004, the Company received the remaining $370,000.

The  convertible  note  bears  interest  at the rate of 6% per  annum and may be
converted  to a  membership  unit of the  Company on the basis of .045 units per
$10,000 of convertible amount.

The convertible  notes may be converted into membership units at any time before
either a public or private  placement of at least $10.0 million of the Company's
securities.  If not converted or otherwise  repaid or redeemed,  the convertible
notes are payable in full including  accrued  interest on June 30, 2005. A value
of $455,508 has been allocated to the issuance of membership  units. This amount
is  reflected  as a  discount  to the  convertible  notes  payable  and is being
amortized  over the life of the loan. For the 3 months ended March 31, 2005, and
for the year ended  December 31, 2004,  $296,833 and $67,669 have been amortized
to the debt component and included as additional interest expense, respectively.

NOTE 6 - OPERATING LEASE

Through January,  2005, the Company  subleased its  manufacturing  facility on a
month to month basis. In February,  2005, an entity  controlled by a significant
shareholder of the Company ("Significant  Shareholder") purchased the industrial
complex that includes this facility. The Company is currently in negotiations to
sign a lease on this or another  property.  The Company  expects to increase the
amount of space it  currently  rents from  approximately  10,500  square feet to
35,000-40,000 square feet.

Rent  expense was $8,460 for each of the 3 months ended March 31, 2005 and 2004,
and  $33,842  for each of the years ended  December  31, 2004 and 2003.  For the
period from November 11, 2001  (inception)  to March 31, 2005,  rent expense was
$113,840.
<PAGE>

                                HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 7 - DEVELOPMENT STAGE OPERATIONS, RISKS AND UNCERTAINTIES

The Company  commenced  operations  on November 11,  2001,  with the transfer of
assets and PAFC technology from Fuelcell  Corporation of America,  the Company's
then  majority  member.  The  Company  was  formed  to  commercialize  the  PAFC
technology developed by Westinghouse Corporation. In addition to the technology,
the Company owns the  manufacturing  assets for  production of  commercial-ready
400-kw air-cooled modules.

The  Company is at an early  stage of  business  development.  As a result,  the
Company is subject to all the risks  inherent  in starting a new  business.  The
Company has neither sold nor  installed  any fuel cell systems in its  operating
history.  The Company is dependent on the proceeds of a planned equity financing
to construct, develop and operate its first power station. The Company's ability
to market  its  products  and  related  technology  and to obtain  research  and
development  contracts depend, in part, on its ability to attract and retain key
scientific and management personnel. Market acceptance of fuel cells and related
products is still uncertain.  In addition,  acceptance of the Company's products
will be  determined in large part by the Company's  ability to  demonstrate  the
safety and  efficiency,  cost  effectiveness  and  performance  features of such
products.  The Company may encounter significant  competition in the markets for
its products.  Many of the Company's  competitors and potential  competitors may
have  substantially  greater  resources,  including  capital,  name recognition,
research  and   development   experience   and   manufacturing   and   marketing
capabilities.

The Company has  suffered  recurring  losses from  operations  and has a deficit
accumulated during the development stage. The accompanying  financial statements
have been prepared in conformity with accounting  principles  generally accepted
in the United States of America which contemplate continuation of the Company as
a going  concern.  There is  substantial  doubt that the Company will be able to
continue  as a going  concern.  The  ultimate  continuation  of the  Company  is
dependent on obtaining additional financing and attaining profitable operations.

NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Convertible Notes Payable, and Notes Payable to Related Parties

Management estimates the carrying amounts of the note payable to related parties
to  approximate  fair value due to the short term nature of the  agreements.  We
estimate the fair value of the  convertible  notes payable to approximate  their
principal amounts due to the short term nature of the agreements.
<PAGE>

                                HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 9 - RELATED PARTY TRANSACTIONS AND EQUITY ISSUED IN EXCHANGE FOR SERVICES

The  Significant  Shareholder  has provided  short-term  working  capital  loans
evidenced  by  promissory  notes from the  Company.  These  notes are payable on
demand and accrue interest at 8% per annum. Outstanding borrowings were $267,360
as of December 31, 2004. Additionally,  the Significant Shareholder has provided
an  interest  free line of credit to the Company of  $350,000,  all of which was
drawn and was also outstanding at December 31, 2004. The Significant Shareholder
has agreed that,  upon repayment of the $350,000  non-interest  bearing note, he
will forgive the principal  balance of the  interest-bearing  loans by $150,000.
For the 3 months ended March 31, 2005 and 2004, and for the years ended December
31, 2004 and 2003, interest expense to the Significant Shareholder  approximated
$5,300,  $3,900,  $19,900  and  $14,600,  respectively.  At March  31,  2005 and
December 31, 2004,  approximately $39,800 and $34,500 of accrued interest to the
Significant  Shareholder is included in Accounts payable and accrued expenses on
the Company's Balance Sheet, respectively.

Additionally,  the Company made payments to a company  owned by the  Significant
Shareholder for laboratory and administrative  support services,  which amounted
to less than  $1,000  for the 3 months  ended  March 31,  2005 and for the years
ended  December  31, 2004 and 2003.  At March 31, 2005 and December 31, 2004 the
Company had an open  payable  balance to this  company in the amount of $17,023,
which is included in accounts  payable and accrued  expenses in the accompanying
balance sheets.

The  Company  and HMR are  parties  to an  agreement  dated  June 30,  2004 that
provides for the payment to HMR of fees totaling $100,000 payable over a 5-month
period beginning in September,  2004, in  consideration of financial  consulting
services.  Additionally,  the  Company  has  issued  to HMR 4 LLC  Units  in the
Company,  subject to a 12-month vesting schedule through January 2005. The value
of the LLC Units is being  charged to expense at the fair value of the LLC Units
at the date of vesting.

The Company has granted to two  individuals  an aggregate of 5.278 LLC Units for
services to be rendered,  subject to a 12 month vesting schedule. One individual
received 2.0 LLC Units in January,  2004,  and is fully vested in those units at
December 31, 2004. The second individual  received 3.278 LLC Units in June, 2004
and, at March 31, 2005 and December 31, 2004, has a 75% and 50% vested  interest
in those units, respectively. The value of the LLC Units at the date of issuance
are being charged to expense ratably over the vesting period.

The vested  portion of these units  through March 31, 2005 and December 31, 2004
has been  included in general and  administrative  expenses for the three months
ended March 31, 2005 and for the year ended December 31, 2004, respectively.

Subsequent  to year end the  Company  issued  options to certain  employees  and
advisors  for an  aggregate  of 12.22  Membership  Units.  The  options  have an
exercise price of $121,500 per unit, and vest over a 36 month period.
<PAGE>

                                HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 10 - SUBSEQUENT EVENTS

Effective  February 23, 2005, the Company  entered into a Non-Binding  Letter of
Intent ("LOI") with Chiste Corporation, a Nevada corporation ("Chiste"), setting
forth the preliminary terms by which Chiste will acquire the Company.  Chiste is
a reporting  company  under the  Securities  and Exchange  Act of 1934,  and its
shares of common  stock are traded on the OTC Bulletin  Board.  On July 7, 2005,
the Company and Chiste consummated a definitive  exchange  agreement  ("Exchange
Agreement") whereby Chiste acquired all the membership  interests of the Company
("LLC  Units")  outstanding  as of the closing  date by an exchange of shares of
Series B Preferred  Stock for LLC Units.  The Preferred  Stock has voting rights
equivalent  to its voting  rights on an as  converted  basis.  The Company  will
remain a wholly  owned  limited  liability  company of Chiste,  and  continue to
conduct its current  business  operations.  The Series B Preferred Stock will be
converted into common stock of Chiste once the  shareholders of Chiste approve a
reverse  split  of the  common  stock.  Prior  to the  closing  of the  Exchange
Agreement,  HydroGen raised gross proceeds of approximately  $6,500,000  through
the sale of membership  units.  In addition,  in  connection  with the exchange,
Chiste  sold  211,569   preferred  shares  to  an  institutional   investor  for
$7,000,000.  The  shareholders of Chiste prior to this  transaction now own on a
fully diluted, as converted basis common shares amounting to approximately 5% of
the  common  stock of  Chiste,  and the  holders  of  Company  LLC Units and new
investors will hold approximately 95% of the outstanding common stock on a fully
diluted,  as converted basis.  Chiste is obligated to register for resale shares
of common stock of certain  holders into which the Series B Preferred  Stock may
be converted  (not later than the longer of 90 days after the Closing or 45 days
after the filing by the Company of the  financial  statements of the Company and
Chiste  on a  combined  basis  in a Form  8-K or  other  periodic  report).  The
transaction will be accounted for as a recapitalization of the Company.

As  described  in Note 4, the Company has  outstanding  $2,000,000  in principal
amount of  convertible  notes which bear interest at 6% per annum.  Although the
conversion rate is $222,222 per membership  unit of the Company,  as part of the
transactions  described  above and to encourage  conversion of the Bridge Notes,
the Company  extended an offer to the holders of the bridge notes to convert the
outstanding  principal  for  units  in the  Company  at the  conversion  rate of
$125,000 per Unit. The Company estimates that the amount of accrued interest due
if all the  notes  convert  is  approximately  $69,000.  All of the  notes  were
subsequently converted.
<PAGE>

                                HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 10 - SUBSEQUENT EVENTS - CONTINUED

In May,  2005, the Company  amended an agreement  with a consultant  whereby the
Company  agreed to pay the  consultant  for  services to be rendered  for the 12
month period  beginning  November,  2004, by granting the  consultant  3.888 LLC
Units.  The Company did not  recognize  any expense for this  issuance for the 3
months  ended  March 31,  2005 and for the year ended  December  31,  2004,  but
expects to recognize approximately $335,000 in consultancy expense in the second
quarter of 2005.

Related to the amended agreement with a consultant, described above, the Company
issued  1.287 LLC Units to certain  members who elected not to be diluted by the
LLC  Units  issued  to  the   consultant.   The  Company  expects  to  recognize
approximately  $110,000 in expense in the second quarter of 2005 related to this
issuance.
{"company-data": {"conformed-name": "CHISTE CORP", "cik": "0001124394", "assigned-sic": "3510", "irs-number": "860965692", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32065", "film-number": "05948910"}, "business-address": {"street1": "14647 S. 50TH STREET", "street2": "SUITE 130", "city": "PHOENIX", "state": "AZ", "zip": "85044-6475", "phone": "480-759-9400"}, "mail-address": {"street1": "14647 S. 50TH STREET", "street2": "SUITE 130", "city": "PHOENIX", "state": "AZ", "zip": "85044-6475"}, "former-company": {"former-conformed-name": "DYNA CAM", "date-changed": "20000921"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:

                        (Date of earliest event reported)

                                  July 7, 2005

                          ----------------------------

                               CHISTE CORPORATION
               (Exact name of registrant as specified in charter)

                                     Nevada
         (State or other Jurisdiction of Incorporation or Organization)

(Commission File Number)                      (IRS Employer Identification No.)
        0-32065                                         86-0965692

                               1801 Route 51 South
                            Jefferson Hills, PA 15025
             (Address of Principal Executive Offices and zip code)

                                 (412) 405-1000
               (Registrant's telephone umber, including area code)

                       936A Beachland Boulevard, Suite 13
                              Vero Beach, FL 32963
          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation  of  registrant  under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12(b)  under the Exchange Act (17
CFR 240.14a-12(b))

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

                                       1
Section 2 - Financial Information

Item 2.01      Completion of Acquisition or Disposition of Assets.

               On  May  13,  2005,  Chiste  Corporation,  a  Nevada  corporation
("Chiste"),  entered  into an Exchange  Agreement  ("Exchange  Agreement")  with
HydroGen,  LLC, an Ohio limited liability company ("HydroGen"),  certain members
of  HydroGen  representing  approximately  69.7% of the  outstanding  membership
interests, and Keating Reverse Merger Fund, LLC ("KRM Fund"). The closing of the
transactions  contemplated by the Exchange Agreement (the "Closing") occurred on
July 7, 2005. At the Closing,  pursuant to the terms of the Exchange  Agreement,
Chiste  acquired all of the  outstanding  membership  interests of HydroGen (the
"Interests")  from all the HydroGen  members.  All the HydroGen  members  either
executed  or joined  the  Exchange  Agreement  prior to the  Closing,  including
persons  investing  in  membership  units  as part  of a  private  placement  by
HydroGen.  The completion of the HydroGen private  placement of membership units
for a minimum gross proceeds of $5,000,000  and a maximum of  $10,000,000  was a
condition to the Closing.  HydroGen raised $6,536,283 in gross proceeds from the
private  placement,  and the  holders  of  $2,000,000  of  notes  converted  the
principal amount of their notes into membership units in the private  placement.
In the exchange  transaction,  Chiste issued to the HydroGen members,  including
the new investors and converting note holders, an aggregate of 742,255 shares of
Series B Convertible  Preferred  Shares,  par value $0.001 per share ("Preferred
Shares"),  which will be convertible  into shares of Chiste's  common stock.  In
addition, immediately following the closing of the exchange transaction,  Chiste
sold  to  several  institutional  investors,  211,569  Preferred  Shares  for an
aggregate purchase price of $7,000,000.

               Accordingly, after the exchange transaction and the institutional
investment,  Chiste  had an  aggregate  of  953,824  shares of  Preferred  Stock
outstanding  which are  convertible  into an aggregate of 176,793,329  shares of
common stock of Chiste ("Conversion Shares").

               The issuance of the Preferred Shares was and, upon conversion the
Conversion Shares will be, exempt from registration  under the Securities Act of
1933,  as amended (the  "Securities  Act"),  pursuant to Section  4(2)  thereof.
Chiste has agreed to register for reoffer and resale the  Conversion  Shares for
certain of the holders of Preferred Shares.

               On July 8, 2005,  Chiste  filed a press  release  announcing  the
Closing,  a copy of which is  attached  to this  Current  Report  on Form 8-K as
Exhibit 99.1.

               At the Closing,  HydroGen  became a  wholly-owned  subsidiary  of
Chiste and will continue as the principal operating company.

               Except  for  the   Exchange   Agreement   and  the   transactions
contemplated by that agreement,  neither Chiste, nor its directors and officers,
had any material relationship with HydroGen or any of the HydroGen members.

               Chiste   is   presently   authorized   under  its   Articles   of
Incorporation to issue  65,000,000  shares of common stock, par value $0.001 per
share, and 5,000,000 shares of Preferred Shares,  par value $0.001 per share. Of
the  5,000,000  shares of Preferred  Shares  authorized,  1,500,000  shares were
designated as Series B Convertible Preferred Shares pursuant to a certificate of
designations  ("Certificate  of  Designations"),  which was approved by Chiste's
board of  directors,  and filed with and accepted by, the  Secretary of State of
the State of Nevada  prior to the  Closing.  Immediately  prior to the  Closing,
Chiste had 9,396,629 shares of common stock issued and outstanding and no shares
of Series B Convertible Preferred Shares issued and outstanding.

                                       2
Each Preferred Share will be convertible into 185.35215 shares of
Chiste common  ("Conversion  Rate").  The Preferred  Shares  automatically  will
convert into the  Conversion  Shares upon the approval by a majority of Chiste's
common   stock  and   Preferred   Shares   holders   (voting   together   on  an
as-converted-to-common-stock  basis)  of a 1  for  25  reverse  stock  split  of
Chiste's outstanding common stock ("Reverse Split"). The Conversion Rate will be
adjusted for stock  splits,  combinations  of shares,  mergers and other events,
including a downward adjustment to account for the Reverse Split.

               The holders of  Preferred  Shares are  entitled to vote  together
with the  holders of the  common  stock,  as a single  class,  upon all  matters
submitted  to  holders of common  stock for a vote,  including  directors.  Each
Preferred  Share  carries  the number of votes  equal to the number of shares of
common stock issuable in its  conversion.  Immediately  following the closing of
the exchange  transaction,  the HydroGen members (including the new investors in
HydroGen and the converting note holders) and the institutional investors in the
Investment, collectively, owned approximately 95.0% of the total combined voting
power of all classes of Chiste's outstanding equity securities entitled to vote.

               In connection with the Exchange Agreement,  Chiste also converted
certain  outstanding  options to purchase HydroGen membership units into options
to purchase 8,558,600 shares of Chiste common stock at approximately an exercise
price of approximately $0.18 per share, on a pre-Reverse Split basis.

               In connection with the Reverse Split, Chiste's board of directors
may, in its discretion,  provide special  treatment to certain holders of common
stock to preserve round lot holders (i.e.,  holders owning at least 100 shares).
In the event Chiste's board determines to provide such special treatment, Chiste
stockholders  holding  2,500 or fewer  shares of  common  stock but at least 100
shares of common stock will receive 100 shares of common stock after the Reverse
Split,  and persons  holding  less than 100 shares of common  stock would not be
affected by the Reverse  Split.  The terms and  conditions of special  treatment
afforded to Chiste  stockholders  to preserve  round lot  stockholders,  if any,
including the record dates for determining  which  stockholders  may be eligible
for such special  treatment,  will be  established in the discretion of Chiste's
board of directors.

               The holders of the  Preferred  Shares have  entered into a voting
agreement.  The period of the voting agreement is one year from the closing date
of the exchange transaction,  except that certain institutional investors agreed
to the same  terms but for  shorter  periods.  Under the  voting  agreement  the
holders  have  agreed to vote in favor of the Reverse  Split,  the change of the
corporate  name of  Chiste to  another  selected  by  management  which  will be
"HydroGen  Corporation"  and  for  Leo  Blomen,  Joshua  Tosteson,  each  of two
individuals designated by each of Messrs. Blomen and Tosteson, and a designee of
Keating  Reverse  Merger Fund,  LLC to serve as  directors of Chiste.  They also
agree to maintain the board of  directors  at five persons for one year.  In the
event these  agreements are not observed,  Messrs.  Blomen and Tosteson have the
proxies of the  holders of the  Preferred  Shares that are parties to the voting
agreements  to enforce the voting  provisions  with respect to the Reverse split
and the corporate name change.

               Effective  as of the  Closing,  the  existing  sole  director  of
Chiste,  Kevin R. Keating,  resigned and the following  directors of Chiste were
appointed:

                                       3
----------------------  ----------------  --------------------------------------
Name                            Age                 Position
----------------------  ----------------  --------------------------------------
Leo Blomen                      50        Chief Executive Officer and Director
----------------------  ----------------  --------------------------------------
Joshua Tosteson                 33        President and Director
----------------------  ----------------  --------------------------------------

               Also effective as of the Closing, the existing officers of Chiste
resigned,  and the following  officers were  appointed by the newly  constituted
Board of Directors:

---------------------  ------------------------ --------------------------------
Name                              Age                    Position
---------------------  ------------------------ --------------------------------
Leo Blomen                        50            Chief Executive Officer
---------------------  ------------------------ --------------------------------
Joshua Tosteson                   33            President
---------------------  ------------------------ --------------------------------
Scott Schecter                    48            Chief Financial Officer
---------------------  ------------------------ --------------------------------
Scott Wilshire                    43            Chief Operating Officer
---------------------  ------------------------ --------------------------------

               At  the  Closing,   Chiste  entered  into  a  financial  advisory
agreement  with Keating  Securities,  LLC ("Keating  Securities"),  a registered
broker-dealer,  pursuant to which Keating  Securities was  compensated by Chiste
for its advisory  services  rendered to Chiste in  connection  with the exchange
transaction.  The transaction  advisory fee was $325,000 and was paid in full at
Closing.

               Kevin R. Keating, Chiste's sole officer and director prior to the
exchange  transaction,  is  the  father  of  the  principal  member  of  Keating
Investments,  LLC. Keating Investments,  LLC is the managing member of KRM Fund,
which was the majority stockholder of Chiste prior to the exchange  transaction,
and Keating Securities,  LLC, the registered  broker-dealer affiliate of Keating
Investments,  LLC.  Kevin R.  Keating is not  affiliated  with and has no equity
interest in Keating  Investments,  LLC, KRM Fund or Keating Securities,  LLC and
disclaims any beneficial  interest in the shares of Chiste's  common stock owned
by  KRM  Fund.  Similarly,  Keating  Investments,  LLC,  KRM  Fund  and  Keating
Securities,  LLC  disclaim  any  beneficial  interest  in the shares of Chiste's
common stock currently owned by Kevin R. Keating.

               On March 7, 2005,  in its Current  Report on Form 8-K dated March
2,  2005,  Chiste  reported  the  execution  of a letter of  intent  to  acquire
HydroGen. On May 18, 2005, in its Current Report on Form 8-K dated May 13, 2005,
Chiste  reported the execution of the Exchange  Agreement and included a copy of
the Exchange  Agreement therein as Exhibit 2.5.  Additionally,  on May 31, 2005,
Chiste filed an Information  Statement on Schedule 14f-1  reporting the proposed
acquisition  of  HydroGen  and the  pending  change of  control of Chiste at the
Closing.  The  Information  Statement was mailed to the Chiste  stockholders  of
record on June 2, 2005.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

               Reference is made to the  disclosure set forth under Item 2.01 of
this Current  Report on Form 8-K,  which  disclosure is  incorporated  herein by
reference.

                                       4
In the exchange transaction for the acquisition of HydroGen,  the
issuance of the Preferred  Shares was, and upon  conversion  the issuance of the
shares of Chiste common stock  underlying  the  Preferred  Shares will be exempt
from  registration  under the  Securities  Act pursuant to Section 4(2) thereof.
Chiste made this  determination  based on the  representations  of the  HydroGen
members  (including  the  new  investors  in  HydroGen)  and  the  institutional
investors which included,  in pertinent part, that such persons were "accredited
investors"  within the meaning of Rule 501 of Regulation D promulgated under the
Securities  Act, that such persons were acquiring the Preferred  Shares and will
acquire the shares of Chiste's common stock underlying the Preferred Shares, for
investment  purposes  for their own  respective  accounts and not as nominees or
agents, and not with a view to the resale or distribution thereof, and that each
person understood that the Preferred  Shares,  and the shares of Chiste's common
stock underlying the Preferred Shares,  may not be sold or otherwise disposed of
without  registration  under  the  Securities  Act  or an  applicable  exemption
therefrom.

               Each Preferred Share will be convertible into 185.35215 shares of
Chiste common  ("Conversion  Rate").  The Preferred  Shares  automatically  will
convert into the Conversion  Shares after the approval by a majority of Chiste's
common   stock   and   Preferred   Share   holders   (voting   together   on  an
as-converted-to-common-stock  basis)  of a 1  for  25  reverse  stock  split  of
Chiste's  outstanding  common  stock  ("Reverse  Split").  The  Conversion  Rate
applicable to the Preferred Shares is subject to adjustment from time to time in
the  event  of  any  stock   dividend,   stock  split,   reverse   stock  split,
reorganization or other corporate event affecting the outstanding  capital stock
of Chiste  (including the Reverse  Split).  The Conversion Rate will be adjusted
downward to account for the Reverse Split.

               The holders of  Preferred  Shares are  entitled to vote  together
with the  holders of the  common  stock,  as a single  class,  upon all  matters
submitted  to  holders of common  stock for a vote,  including  directors.  Each
Preferred  Share  carries  the number of votes  equal to the number of shares of
common stock issuable in its  conversion.  Immediately  following the closing of
the exchange transaction and the Investment, the HydroGen members (including the
new investors in HydroGen and the converting note holders) and the institutional
investors  in the  Investment,  collectively,  owned  Preferred  Shares equal to
approximately  95% of the total combined voting power of all classes of Chiste's
outstanding equity securities entitled to vote.

               In connection with the Exchange Agreement,  Chiste also converted
certain  outstanding  options to purchase HydroGen membership units into options
to purchase  8,558,600  shares of Chiste  common  stock at an exercise  price of
approximately $0.18 per share, on a pre-Reverse Split basis.

               In connection with the Reverse Split, Chiste's board of directors
may, in its discretion,  provide special  treatment to certain holders of common
stock to preserve round lot holders (i.e.,  holders owning at least 100 shares).
In the event Chiste's board determines to provide such special treatment, Chiste
stockholders  holding  2,500 or fewer  shares of  common  stock but at least 100
shares of common stock will receive 100 shares of common stock after the Reverse
Split,  and persons  holding  less than 100 shares of common  stock would not be
affected by the Reverse  Split.  The terms and  conditions of special  treatment
afforded to Chiste  stockholders  to preserve  round lot  stockholders,  if any,
including the record dates for determining  which  stockholders  may be eligible
for such special  treatment,  will be  established in the discretion of Chiste's
board of directors.

                                       5
In the event of any  liquidation,  dissolution  or  winding up of
Chiste,  the assets of Chiste available for distribution to shareholders will be
distributed  first to the holders of the Preferred Shares up to the stated value
per share of $33.09  and then  among the  holders  of  Preferred  Shares and the
holders of any other class of equity securities of Chiste,  including the common
stock, pro rata, on an as-converted-to-common stock basis.

               The holders of Preferred  Shares are entitled to dividends in the
event  that  Chiste  pays cash or other  dividends  in  property  to  holders of
outstanding  shares of its common stock, which dividends would be made pro rata,
on an as-converted-to-common-stock basis.

               During any period in which the Preferred  Shares are outstanding,
Chiste is not  permitted to,  without  first  obtaining the approval (by vote or
written  consent,  as  provided by law) of the holders of at least a majority of
the then outstanding  Preferred Shares, voting as a separate class:

      o     create (by reclassification or otherwise) any new class or series of
            shares having rights,  preferences or privileges  equal or senior to
            the Series B Convertible Preferred Shares;

      o     directly or indirectly,  alter or change the rights,  preferences or
            privileges of the Series B Convertible Preferred Shares;

      o     amend Chiste's Articles of Incorporation in a manner that materially
            adversely  affects  the rights,  preferences  or  privileges  of the
            holders of the Series B Convertible Preferred Shares;

      o     increase or decrease  the  authorized  number of shares of Preferred
            Shares of Chiste as a whole;

      o     liquidate or wind-up Chiste; or

      o     redeem,  purchase  or  otherwise  acquire  (or pay into or set funds
            aside for a sinking  fund for such  purpose)  any share or shares of
            Preferred  Shares  or common  stock;  provided,  however,  that this
            restriction  will not  apply to the  repurchase  of shares of common
            stock from  employees,  officers,  directors,  consultants  or other
            persons performing services for Chiste or any subsidiary pursuant to
            agreements  under  which  Chiste has the option to  repurchase  such
            shares at cost upon the  occurrence of certain  events,  such as the
            termination of  employment,  or through the exercise of any right of
            first refusal.

               Upon the  occurrence  of the Mandatory  Conversion,  or any other
redemption or extinguishment of the Series B Convertible  Preferred Shares,  the
shares converted, redeemed or extinguished automatically will be returned to the
status of  authorized  and unissued  shares of Preferred  Shares,  available for
future  designation and issuance  pursuant to the terms of Chiste's  Articles of
Incorporation.

Item 3.03 Material Modification to Rights of Security Holders

               Reference is made to the disclosure set forth under Items 2.01
and 3.02 of this Current Report on Form 8-K, which disclosure is incorporated
herein by reference.

                                       6
As a result of the Closing,  the completion of the Investment and
the issuance of the Preferred  Shares,  the HydroGen members  (including the new
investors in HydroGen and the  converting  note  holders) and the  institutional
investors in the Investment  (collectively,  the "Preferred  Stockholder Group")
own  approximately  95.0% of the total  combined  voting power of all classes of
Chiste's outstanding capital stock entitled to vote.

               In connection with the Exchange Agreement,  Chiste also converted
certain  outstanding  options to purchase HydroGen membership units into options
to purchase 8,558,600 shares of Chiste common stock at approximately an exercise
price of approximately $0.18 per share, on a pre-Reverse Split basis.

               Upon Mandatory Conversion of the Preferred Shares, and subject to
an  adjustment  of the  Conversion  Rate as a result of the Reverse  Split,  the
Preferred  Stockholder  Group  will,  in the  aggregate,  receive  approximately
7,071,733  shares of Chiste common stock . The existing  stockholders of Chiste,
following the Mandatory  Conversion  and Reverse Split,  will own  approximately
375,866 shares of Chiste common stock.

               On a fully diluted  basis after giving effect to the  outstanding
options to purchase Chiste common stock, and after the Mandatory  Conversion and
Reverse Split, the Preferred Stock Group,  the existing Chiste  stockholders and
the Chiste  option  holders  will own  90.8%,  4.8% and 4.4%,  respectively,  of
Chiste's fully diluted common stock.

Section 5 - Corporate Governance and Management

Item 5.01      Changes in Control of Registrant.

               Reference  is made to the  disclosure  set forth under Items 2.01
and 5.02 of this Current  Report on Form 8-K, which  disclosure is  incorporated
herein by reference.

Item 5.02       Departure of Directors or Principal Officers; Election of
                Directors; Appointment of Principal Officers.

               Reference is made to the  disclosure set forth under Item 2.01 of
this Current  Report on Form 8-K,  which  disclosure is  incorporated  herein by
reference.

               Effective  as of the Closing,  Kevin R.  Keating  resigned as the
prior sole  officer  and  director of Chiste,  and the  following  persons  were
appointed the newly  constituted board of directors and to the officer positions
as indicated:

Name                       Age              Position
------------------    -------------      ---------------------------------------
Leo Blomen                  50           Chief Executive Officer and Director
Joshua Tosteson             33           President and Director
Scott Schecter              48           Chief Financial Officer
Scott Wilshire              43           Chief Operating Officer

               Dr. Leo Blomen, Chief Executive Officer and Director

               Dr. Blomen has been the Chief Executive Officer of HydroGen since
2001, and has been active in fuel cells for almost 20 years.  From 1996 to 2000,
Dr. Blomen served as Executive  Director and Head of the International  Division
of NUON, the largest  electric,  gas, water and telecom  utility  company in the

                                       7
Netherlands  serving millions of customers and with over $4 billion in revenues.
Dr.  Blomen was  responsible  for  starting  and building a portfolio of over 20
companies in countries such as USA, UK, China,  Czech Republic,  and Israel.  He
served on the Boards of most of those  companies,  and invested  several  $100's
million  successfully.  Among  these  investments  were a  number  of fuel  cell
projects,  including the  installation and operation of the world's first 100 kW
solid oxide fuel cell (SOFC) system,  supplied by  Westinghouse  to a consortium
led by NUON. Prior to his NUON assignment, he worked on several energy companies
through his own consulting  company  Blomenco B.V.,  including the Dutch company
Heron Turbines  B.V.,  which has built a compact 1.4 MW gas turbine with 43% net
electrical  efficiency.  Dr.  Blomen was also  responsible  for making the first
designs of fuel cell / gas  turbine  combination  systems  under  contract  from
Westinghouse.  He was the primary editor of a book on Fuel Cell Systems  (Plenum
Press, 1993). From 1983 to 1992, Dr. Blomen served in several capacities for the
engineering contractor KTI (Kinetics Technology  International),  a world leader
in hydrogen plant  construction,  most of the time on its Board and as Group VP.
He  initiated  and  managed  over 40  research,  development  and  demonstration
projects in Europe and the USA, including the construction of the first two PAFC
power plants in Europe,  as well as several  steam  reformer  developments.  Dr.
Blomen is a co-founder of the EFCG  (European Fuel Cell Group) and has served as
its Treasurer  throughout  its  existence.  EFCG merged with FuelCell  Europe in
2004. He holds a doctorate of medicine from Leiden University and an engineering
degree in chemical  technology from Delft  University.  Dr. Blomen will devote a
minimum of 50% of his professional  time to Hydrogen,  augmenting the day-to-day
full time  management  activities of Mr. Tosteson with his decades of experience
in portfolio  management  of  companies.  The Messrs.  Blomen and Tosteson  have
developed  this  management  model  over  the  past  three  years  of  intensive
collaboration in developing HydroGen.

               Joshua Tosteson, President and Director

               Mr.  Tosteson has been the  President of HydroGen  since 2001 and
has been  active  in the  fields of earth  systems  science,  education,  public
outreach, management consulting, and environmental  entrepreneurship for over 10
years.  He is a co-founder  of  FullCircle  LLC, a New  York-based  company that
deploys  facilities to remediate  organic  waste streams and produce  high-value
organic soil amendments, and which consults to international development and aid
organizations.   Over   2000-2001,   Mr.   Tosteson   served  on  assignment  as
Eco-Industrial  Development  Manager for the redevelopment of a deactivated army
ammunition  site in  Louisiana.  In this  capacity  on behalf of the  Operations
Support Command of the US Army, Mr. Tosteson and colleagues attracted over $20MM
in private and Federal investment to establish two new commercial  manufacturing
operations  on  the  site  utilizing   regionally  available  waste  streams  as
feedstock.  From  1994-97,  Mr.  Tosteson  served  in  various  capacities  as a
management  consultant for the Biosphere 2 facility in Oracle,  AZ, supporting a
comprehensive  effort to re-tool and reorganize the project that culminated in a
long-term facility management contract with Columbia University. Concurrently to
that  assignment  he served as an Adjunct  Fellow and  researcher at the Kennedy
School  of  Government,  Harvard  University.  He has  published  widely  in the
peer-reviewed and popular literature.  He holds degrees in environmental science
and public policy (BA, Harvard University) and atmospheric science (MA, Columbia
University).

                                       8
Scott Schecter, Chief Financial Officer

               Mr. Schecter was the interim Chief Financial  Officer of HydroGen
from June 2004 to March 2005,  when he became the Chief  Financial  Officer on a
full time basis. From 1994-2004,  Mr. Schecter, a CPA, served as Vice President,
Chief  Financial  Officer and  Treasurer  of Fuel-Tech  N.V., a  publicly-traded
technology  company in the air pollution  control,  fuel  treatment and software
businesses.   He  also  served  as  Chief  Financial  Officer  of  Clean  Diesel
Technologies, Inc., a publicly-traded development stage company in the specialty
chemical business from 1995 through 1999. In 1990, Mr. Schecter  participated in
a  management  buyout of American  Vision  Centers,  Inc.,  a consumer  products
company,  and served as that company's Senior Vice President and Chief Financial
Officer  through  January 1994.  After  graduating with his MBA from the Wharton
School of the University of  Pennsylvania,  Mr.  Schecter  served as a corporate
development  officer  for  W.  R.  Grace  &  Co.  from  1986-1990,  focusing  on
acquisitions, strategic investments and divestitures. Schecter received his B.S.
in Accounting from the State University of New York at Albany,  and was a member
of the Board of  Directors  of Fuel Tech,  Inc.  (the  operating  subsidiary  of
Fuel-Tech N.V.) and American Vision Centers, Inc.

               Scott Wilshire, Chief Operating Officer

               Mr.  Wilshire has been HydroGen's  Chief Operating  Officer since
early  2005.  From  1999  to  2004,  he was  employed  at  Plug  Power  Inc.,  a
publicly-traded  proton exchange membrane (PEM) fuel cell manufacturing company.
Mr.  Wilshire  joined Plug Power in March 1999 as Director of Large  Residential
Systems and was appointed Director of Marketing  Engagement in November 2000. In
his latter capacity, Wilshire was responsible for all customer interface and new
business  development as well as management of Plug Power's  commercial  launch,
product training and  documentation and applications  engineering.  In addition,
Mr.  Wilshire has over  eighteen  years of  engineering  experience in the power
generation industry.  Prior to joining Plug Power, from 1997 to 199, he was with
General  Electric  Nuclear Energy in the Nuclear Field  Engineering  Program and
from 1984 to 1999, he was with Lockheed Martin in various engineering and senior
management  positions  that  culminated in his  management of reactor  servicing
design for the USS Virginia class submarine  program.  He received a Bachelor of
Science degree in Marine Engineering/Nuclear  Engineering from the United States
Merchant Marine  Academy,  a Master of Business  Administration  from Rensselaer
Polytechnic  Institute,  and completed  the U.S. Navy Nuclear Power  Engineering
School.

               The  board  of  directors  of  Chiste,  as of  the  Closing,  was
increased to five (5) members.  As of the Closing,  Kevin R.  Keating,  Chiste's
current sole officer and director resigned, and the newly-appointed directors of
Chiste initially  consist of two member of HydroGen's  current  management,  Leo
Blomen and Joshua Tosteson. Thereafter, the remaining director positions will be
as follows:  two directors to be designated by Messrs.  Blomen and Tosteson (the
"Management Designates") and one director to be designated by KRM Fund (the "KRM
Designate")  each of which are expected to be appointed  within thirty (30) days
following the Closing.  KRM Fund, certain HydroGen members and the institutional
investors in the  Investment,  such persons in the aggregate  representing  more
than a majority of the outstanding  shares entitled to vote, have each agreed to
vote their shares of Chiste's voting securities:  (i) to elect the KRM Designate
to Chiste's  board for a period  ranging from 90 days to one year  following the
Closing and to vote for such other  persons  that may be  designated  by Messrs.
Blomen and Tosteson to fill any vacant position on the board of directors (other
than KRM  Designate),  and (ii) to approve the  Reverse  Split and the change of
Chiste's corporate name (collectively, the "Actions").

                                       9
Employment Arrangements

               Dr. Leo Blomen will be a director and the Chief Executive Officer
of Chiste after the  Exchange.  Dr.  Blomen  currently  is not employed  under a
written contract. The basic terms of an agreement have been negotiated,  subject
to approval of the board of directors  and final  negotiation  about certain tax
issues relating to Dr. Blomen being a Dutch national.  Dr. Blomen is entitled to
a  compensation  package of  approximately  $200,000  and is  provided  benefits
comparable to the other executives of HydroGen.

               Joshua  Tosteson  will be a director and the  President of Chiste
after the Exchange.  HydroGen has entered into an employment  agreement with Mr.
Tosteson as the President for a period of three years  commencing April 1, 2005,
renewable on an automatic basis annually  thereafter.  Mr. Tosteson is obligated
to spend his full business time on the requirements of HydroGen and Chiste.  The
agreement may be terminated for cause at any time by HydroGen.  If the agreement
is terminated without cause, HydroGen will owe Mr. Tosteson six months severance
pay.  Mr.  Tosteson  will be paid an annual  salary of  $185,000,  which will be
increased to $225,000 upon completion of a secondary offering of the post-merger
company. Mr. Tosteson will be entitled to various bonuses upon HydroGen reaching
various  milestones which will be determined by the Chief Executive  Officer and
Mr. Tosteson  within the next several  months.  Mr. Tosteson will be eligible to
participate  in the  standard  benefits  offered to all  employees  of HydroGen,
including coverage under the company medical and disability plans.

               Scott  Schecter  will be the Chief  Financial  Officer  of Chiste
after the Exchange.  HydroGen has entered into an employment  agreement with Mr.
Schecter as the Chief Financial  Officer of HydroGen for a period of three years
at the  rate of  $200,000,  increasing  to  $250,000  upon the  completion  of a
secondary offering of the post-merger  company.  The agreement may be terminated
at any time for cause,  however if Mr. Schecter is terminated  without cause, he
is entitled to one year severance pay from HydroGen,  plus the  acceleration  of
certain rights to options that would have been otherwise earned. Mr. Schecter is
obligated to spend his full  business time on the  requirements  of HydroGen and
Chiste. Mr. Schecter received an equity interest in HydroGen (which will convert
into Series B Preferred Shares) as part of his prior consulting agreement. Under
the new agreement, Mr. Schecter has been granted an option commencing April 2005
to acquire  Chiste  common  stock after the  Exchange  for  109,067  shares on a
post-Reverse  Split  basis,  exercisable  until  April 2015 at $4.538 per share.
These  options  vest  rateably  each month  until  April  2008.  He also will be
eligible to receive  awards of  additional  options to acquire  future awards of
common stock of Chiste.  Mr.  Schecter  will be eligible to  participate  in the
standard benefits offered to all employees of HydroGen, including coverage under
the company medical and disability plans.

               Scott  Wilshire  will be the Chief  Operating  Officer  of Chiste
after  the  Exchange.  In  March of 2005  HydroGen  entered  into an  employment
agreement  with Mr.  Wilshire as the Chief  Operating  Officer of HydroGen for a
period of three years at the rate of $150,000 per year,  increasing  to $180,000
upon completion of second offering of the post merger company. In addition,  Mr.
Wilshire is entitled to bonuses based upon his  performance  and the performance
of the company. Mr. Wilshire is obligated to spend his full business time on the
requirements of HydroGen and Chiste.  Mr. Wilshire can be terminated at any time
for cause.  If Mr.  Wilshire  is  terminated  without  cause,  he is entitled to
receive one year severance  pay.  Under the terms of this contract Mr.  Wilshire
has  earned,  and  continues  to earn,  an equity  interest  in  HydroGen.  This
arrangement  will be modified to a right to acquire common stock of Chiste after
the Exchange  representing  81,974  shares of Chiste common stock at an exercise
price of $4.538  per share on a  post-Reverse  Split  basis,  exercisable  until
January 31, 2015 once vested. These options vest rateably each month until March
2008.  Mr.  Wilshire will be eligible to  participate  in the standard  benefits
offered to all  employees  of  HydroGen,  including  coverage  under the company
medical and disability plans.

                                       10
Hydrogen  has  entered  into an  employment  agreement  with  Mr.
Gregory Morris as the Senior  Vice-President.  Mr. Morris will be paid an annual
salary of  $110,000,  increasing  to $160,000  after  completion  of a secondary
offering of the post-merger company. In addition, Mr. Morris will be entitled to
receive  both cash and an award of shares  of common  stock of Chiste  after the
Exchange  in the  event  that  he  generates  certain  sales  opportunities  for
HydroGen,  upon closing of those sales. The amount of cash and stock earned will
depend upon the size of the sales.  Mr. Morris can be  terminated  any time with
cause.  If he  is  terminated  without  cause,  he is  entitled  to  six  months
severance,  plus  whatever  bonuses he may earn if HydroGen  closes,  within six
months of  termination,  on a sale  opportunity  he  generated.  Mr. Morris will
devote a minimum  of 70% of his  workday to  HydroGen.  He will be  eligible  to
participate  in the  standard  benefits  offered to all  employees  of HydroGen,
including coverage under the company medical and disability plans.

               Board of Directors - Committees

               Until  further  determination  by the  Board,  the full  Board of
Directors  will  undertake  the  duties  of the  Audit  Committee,  Compensation
Committee and Nominating Committee of the Board of Directors.

               Director Compensation

               Persons who are  directors but employed by Chiste or a subsidiary
will  not  receive  additional  compensation  for  their  directorships.   Other
directors  will be paid an annual  retainer,  reimbursed  expenses  and  granted
options or similar  equity  awards in amounts to be  determined  by the board of
directors.

               Code of Ethics

               The board of  directors  has  adopted  a code of  ethics  that is
designed to deter  wrongdoing  and to promote  ethical  conduct and full,  fair,
accurate, timely and understandable reports that the company files or submits to
the SEC and others. A copy of the code of ethics is an exhibit to this Form 8-K.

               Shareholders  may contact  members of the board of  directors  by
writing to them in care of the  corporate  secretary  at the  headquarters.  The
corporate secretary will forward  correspondence  received to the directors from
time to time.

               Stock Option Plan

               In  July  2005,   the  board  of  directors   approved  our  2005
performance  equity plan  pursuant to which a total of 500,000  shares of common
stock were  reserved for issuance in  connection  with the awards  available for
grant.  The 2005  plan will be  submitted  to  shareholders  for  approval.  The
following types of awards may be granted under the 2005 plan:

                                       11
o     incentive stock options;

      o     non qualified stock options;

      o     stock appreciation rights;

      o     restricted stock awards;

      o     stock bonuses; or

      o     other forms of stock benefits.

               Incentive  stock  options may be granted  only to our  employees.
Other benefits may be granted to our consultants, directors (whether or not they
are employees of ours),  employees and officers.  Currently  there are no awards
outstanding under the 2005 plan.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

               Effective as of the Closing,  pursuant to the  provisions  of the
bylaws of Chiste,  applicable  to all  holders of  capital  stock,  the Board of
Directors  of Chiste,  by  resolution  increased  the number of directors on the
Board of Directors of Chiste from one to five.

               On July 5, 2005, Chiste filed the Certificate of Designations for
the creation of the Series B Convertible  Preferred Shares.  The descriptions of
the Preferred  Shares in Items 2.01 and 3.02 of this Current  Report on form 8-K
are incorporated herein by reference.

Section 8

Item 8.01 Other Events.

               The following is a description of the acquired company, HydroGen,
LLC, which will be operated as a wholly-owned subsidiary by Chiste Corporation.

Overview

               HydroGen  is a  development  stage  company  established  to be a
developer of  multi-megawatt  fuel cell systems  utilizing its  proprietary  400
kilowatt  (kW)  phosphoric  acid  fuel  cell  (PAFC)  technology.   HydroGen  is
positioning itself to compete in the growing distributed generation market, with
the  intention of offering  complete fuel cell systems in the 6-30 megawatt (MW)
range at prices that  HydroGen's  management  believes will be competitive  with
incumbent  generating  technologies in this size class, and significantly  lower
than other fuel cell technologies.

               HydroGen commenced operations as an unincorporated entity in May,
2001, using a limited liability  operating agreement to govern the relationships
of the parties.  The original  founders  were Fuel Cell  Corporation  of America
("FCA"),  Joshua L. Tosteson,  Leo Blomen and Andrew Thomas. FCA obtained 55% of
the  initial  equity  interests  in  HydroGen  for the  contribution  of various
intellectual property assets which was completed on November 11, 2001. The other
persons obtained an aggregate of 45% of the initial equity interests in HydroGen
for services and future services.  The formation  documentation of HydroGen as a
limited liability company was filed in January 2002 in the State of Ohio.

                                       12
To  date,   HydroGen  has  generated  revenues  of  approximately
$100,000 from  operations  but remains in the  "developmental"  stage.  Since it
organization, HydroGen has raised an aggregate of $15,536,283 in equity capital,
including  the July 2005  capital  raise and  previously  issued  debt which was
converted into equity, to fund its business operations.  In light of the capital
raise of $13,536,283  in July 2005,  HydroGen  believes  currently it has enough
capital to engage in its operations for at least the next twelve months.

Acquisition of HydroGen by Chiste Corporation

               On July  7,2005,  all the  members  of  HydroGen  (including  new
investors who  participated  in the  $6,536,283  private  placement  offering of
membership  interests  by HydroGen  prior to the exchange  transaction  and note
holders who converted  $2,000,000 in notes) exchanged their membership interests
in HydroGen for shares of Chiste  Preferred Shares as a result of which HydroGen
became a wholly-owned  subsidiary of Chiste,  and will continue as the operating
subsidiary.  The exchange of  securities  was pursuant to an Exchange  Agreement
entered into on May 13, 2005.  Chiste issued to the HydroGen members  (including
new investors in the private placement and converting note holders) an aggregate
of 742,255 shares of Series B Convertible Preferred Shares, par value $0.001 per
share, of Chiste  ("Preferred  Shares"),  which are  convertible  into shares of
Chiste common stock, at the current  conversion  rate of 185.35215  ("Conversion
Rate") shares of common stock for one Preferred Share ("Conversion Shares"). The
issuance  of the  Preferred  Shares  to  the  HydroGen  members  was  and,  upon
conversion the  Conversion  Shares will be, exempt from  registration  under the
Securities Act of 1933, as amended (the "Securities  Act"),  pursuant to Section
4(2) thereof.

               The  Preferred  Shares   automatically   will  convert  into  the
Conversion  Shares upon the approval by a majority of Chiste's  common stock and
Preferred  Shares holders  (voting  together on an  as-converted-to-common-stock
basis) of a 1 for 25 reverse  stock split of Chiste's  outstanding  common stock
("Reverse Split").  The Conversion Rate will be adjusted downward to account for
the Reverse Split.

               The holders of  Preferred  Shares are  entitled to vote  together
with the  holders of the  common  stock,  as a single  class,  upon all  matters
submitted  to  holders of common  stock for a vote,  including  directors.  Each
Preferred  Share  carries  the number of votes  equal to the number of shares of
common stock issuable in its conversion.

               In connection with the Reverse Split, Chiste's board of directors
may, in its discretion,  provide special  treatment to certain holders of common
stock to preserve round lot holders (i.e.,  holders owning at least 100 shares).
In the event Chiste's board determines to provide such special treatment, Chiste
stockholders  holding  2,500 or fewer  shares of  common  stock but at least 100
shares of common stock will receive 100 shares of common stock after the Reverse
Split,  and persons  holding  less than 100 shares of common  stock would not be
affected by the Reverse  Split.  The terms and  conditions of special  treatment
afforded to Chiste  stockholders  to preserve  round lot  stockholders,  if any,
including the record dates for determining  which  stockholders  may be eligible
for such special  treatment,  will be  established in the discretion of Chiste's
board of directors.

                                       13
The holders of the  Preferred  Shares have  entered into a voting
agreement.  The period of the voting agreement is one year from the closing date
of the exchange transaction,  except that certain institutional investors agreed
to the same terms but for shorter periods.  Under the voting agreement they have
agreed to vote in favor of the Reverse  Split,  the change of the corporate name
of Chiste to another selected by management which will be "HydroGen Corporation"
and for Leo Blomen,  Joshua Tosteson,  each of two individuals which one will be
designated  by each of Messrs  Blomen and  Tosteson  and a  designee  of Keating
Reverse  Merger Fund,  LLC to serve as  directors of Chiste.  They also agree to
maintain the board of directors at five persons.  In the event these  agreements
are not observed,  Messrs Blomen and Tosteson have the proxies of the holders of
the  Preferred  Shares that are parties to the voting  agreements to enforce the
voting provisions relating to the Reverse Split and the corporate name change.

Recent Financing

               With the closing of the exchange  transaction,  the completion of
HydroGen's private placement of membership  interests  generating gross proceeds
of  $6,536,283,   and  the  sale  of  Preferred  Shares  to  several  affiliated
institutional  investors for an aggregate of $7,000,000 in gross  proceeds,  the
company  recently  raised an aggregate of  $13,536,283.  In connection  with the
exchange  transaction  and  private  placement,   holders  of  an  aggregate  of
$2,000,000 of debt of HydroGen  converted their principal into Preferred  Shares
on the same terms as the investors in the private placement. Battenkill Capital,
Inc. was the placement agent for the private placement and engaged certain other
selling  agents.  Together  Battenkill  and the other  selling  agents were paid
$1,010,346  and issued  HydroGen  membership  interests  which were  immediately
exchanged for 17,948  Preferred  Shares,  which are  convertible  into 3,326,700
shares of Chiste's common stock on a pre-Reverse  Split basis.  The net proceeds
to Chiste,  less commission to the placement agent, on a consolidated basis from
the offerings was $12,525,937.

               In  connection  with the HydroGen and Chiste  private  offerings,
Chiste has agreed to register the Conversion Shares. Chiste is obligated to file
a  registration  statement  within  90  days  of the  closing  of  the  exchange
transaction and use its commercially reasonable efforts to have the registration
statement declared  effective as soon as practicable.  In the event that it does
not file the registration statement as agreed or have the registration statement
effective by 150 days after the closing of the exchange transaction, it must pay
to certain holders of the Preferred Shares cash penalties as liquidated damages.
The liquidated damages may aggregate as much as $700,000, and are in addition to
other  damages  and  penalties  that the  holders  with this right may seek from
Chiste.  Chiste must keep the registration  statement effective for such time as
is required to permit the persons with registered shares to be able to sell them
in the public market either under the registration statement or Rule 144.

Chiste Corporation

               Chiste was  incorporated  in Nevada in July 1999 as TSI Handling,
Inc. In 2000, the corporate name was changed to Dyna-Cam  Engine  Corporation to
pursue developing an axial cam-drive,  free piston design,  internal  combustion
engine.  There was  insufficient  funding to implement  this  business plan and,
effective June 30, 2003,  after defaults and proper  notifications,  the largest
senior  secured  lender,  Aztore  Holdings,  Inc.,  acted to dispose of Chiste's
assets  pursuant to its rights as a secured lender under its notes and Article 9
of the Uniform  Commercial  Code. The asset  disposition  did not satisfy all of
Aztore's secured liabilities.  As a requirement for continued support of Chiste,
Aztore agreed to restructure its remaining  liabilities into a series of secured
notes.  The Aztore secured notes were  convertible  into shares of common stock,
and subsequently the Aztore secured notes were acquired by KRM Fund.

                                       14
Chiste then  conducted its  operations as a "shell"  corporation,
the business plan of which was to identify and complete a merger or  acquisition
with a non-public  entity whose business  presented an opportunity  for Chiste's
shareholders.  Chiste's management  reviewed a number of business  opportunities
and as of May 13, 2005  entered  into an exchange  agreement  to acquire all the
HydroGen  membership  interests.  Because  Chiste had no current  operations  or
assets,  the  consummation  of the  exchange  agreement  and the related  equity
capital raise significantly reduced the then current stockholders'  ownership of
Chiste.

               To  prepare  for a  merger  or  acquisition  transaction,  Chiste
obtained   shareholder   approval  to  change  its  name  from  Dyna-Cam  Engine
Corporation to Chiste  Corporation and to implement a  one-for-fifty  (1-for-50)
reverse stock split, which became effective May 16, 2004.

               On May 4, 2004, Chiste agreed to sell to KRM Fund an aggregate of
800,000 shares of its common stock,  as adjusted for the May reverse split, at a
price of $0.10 per share for a total  purchase  price of $80,000.  Concurrently,
KRM Fund  purchased  from  Aztore  the  secured  notes for a  purchase  price of
$360,000,  which it immediately converted into 6,645,000 shares of common stock.
In connection with the above  transactions,  Chiste's debt obligations to Aztore
were fully discharged,  and an unrelated judgment creditor agreed to convert its
$24,500 liability into 245,000 shares of common stock.

               As part of KRM Fund's purchase of Chiste's  securities,  Kevin R.
Keating  was  appointed  as the  corporate  secretary  effective  May  4,  2004.
Subsequently,  Kevin R. Keating was  appointed a director  and the  president of
Chiste.

               In order to fund the working capital needs of Chiste,  on May 27,
2004, it sold to KRM Fund 100,000  shares of common stock at a purchase price of
$0.10 per share,  for an aggregate  consideration  of $10,000.  On May 27, 2004,
400,000  shares of its common  stock of Chiste were issued to Kevin R.  Keating,
its sole  officer and  director,  as  compensation  for services  rendered,  and
100,000  shares of common stock of Chiste were issued to an outside  advisor for
consulting  services.  On  November  11, 2004 and April 4, 2005,  Chiste  issued
100,000  and  135,000  shares of its  common  stock to an  outside  advisor  for
consulting services valued at $23,500.  All of the shares of common stock issued
above were  granted  "piggyback"  registration  rights which have been waived in
connection with the  registration  statement for the common stock underlying the
Preferred Shares.

Company Offices

               The  headquarters  of  HydroGen  are  at  1801  Route  51  South,
Jefferson  Hills,  PA 15025,  and the telephone  number is (412)  405-1000.  The
offices  of  Chiste,  as  of  the  closing  of  the  exchange  transaction  were
transferred to this address.

                                       15
RISK FACTORS

               The  business,  financial  condition  and  operating  results  of
Chiste,  including HydroGen, could be adversely affected by any of the following
factors,  in which  event the value of the  equity  securities  of Chiste  could
decline, and investors could lose part or all of their investment. The risks and
uncertainties  described  below are not the only ones that the combined  company
faces. Additional risks and uncertainties not presently known to management,  or
that management currently thinks are immaterial, may also impair future business
operations.

Forward Looking Statements

               Included herein are forward-looking statements within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements  other than statements of historical  facts
contained  in  this  prospectus,   including  statements  regarding  our  future
financial position, business strategy and plans and objectives of management for
future operations,  are forward-looking  statements. The words "believe," "may,"
"estimate,"   "continue,"   "anticipate,"   "intend,"   "expect"   and   similar
expressions,  as they relate to us, are  intended  to  identify  forward-looking
statements.  We have  based  these  forward-looking  statements  largely  on our
current  expectations  and projections  about future events and financial trends
that we believe  may  affect our  financial  condition,  results of  operations,
business  strategy and financial  needs.  These  forward-looking  statements are
subject to a number of risks,  uncertainties  and  assumptions  described in the
risk  factors  and  elsewhere  herein.  These  risks are not  exhaustive.  Other
sections  include  additional  factors which could adversely impact our business
and financial performance.  You should not rely upon forward-looking  statements
as  predictions  of future  events.  We cannot  assure  you that the  events and
circumstances  reflected in the  forward-looking  statements will be achieved or
occur and actual  results could differ  materially  from those  projected in the
forward-looking statements.

Risk Factors

               HydroGen is in its early stages of development  and has a limited
operating  history.  HydroGen  was  formed in 2001 and has a  limited  operating
history. An investment in the company should be viewed in light of the risks and
uncertainties  inherently faced by a company in the early stages of development.
There can be no assurance  that  HydroGen,  the operating  subsidiary of Chiste,
will  achieve or sustain  profitability  or positive  cash flows from  operating
activities in the future. Investors may lose their investment or the opportunity
to profit from a developing business.

               HydroGen will require a substantial  amount of additional capital
to fully execute its business plan and is uncertain  about the  availability  of
such  additional   funds.  The  business  plan  calls  for  the  expenditure  of
substantial  capital to finance power plant  development  projects,  finance the
retooling of the existing Pittsburgh area fuel cell manufacturing  facility, and
construction  of a  production  facility  with  capacity  for future large scale
serial  production of fuel cell stacks and potentially for other components used
in the fuel cell power plants that HydroGen plans to sell and deliver.  HydroGen
will require  additional  capital to fund its expenditures,  including  business
development,  operating  losses,  and other cash needs to  implement  its market
entry and cost reduction phases.  Furthermore, if HydroGen decides to expand the
business  beyond what is currently  planned,  substantial  amounts of additional
capital will be required.  HydroGen  plans in the future to seek portions of the
required funding from commercial  sales,  existing state incentive  programs for
fuel cells, and federally funded fuel cell demonstration  programs.  It may seek
funds under low interest incentive based loans supported by one or more selected
states.  Although  HydroGen  currently  plans  to  obtain  some of the  required
additional  financing through the issuance of debt  instruments,  conditions and
circumstances  may change such that HydroGen may decide to raise capital through
the  issuance of equity  securities,  which would result in dilution to existing
shareholders.  Any such  financing  terms may be  adverse to  existing  security
holders of HydroGen and could impose operational limitations on HydroGen.  There
can be no  assurance  that  such  additional  financing  will  be  available  to
HydroGen.

                                       16
HydroGen has rights to use the technology previously developed by
Westinghouse Electric Power Division,  and may have some additional  development
risks.  HydroGen  acquired the rights to assets to certain fuel cell  technology
developed in the 1980s and early 1990s by Westinghouse  Electric Power Division.
Although the technology met or surpassed most design  specifications and program
development milestones of the research and development program, there exist some
areas  where  further  development  was  recommended.  Moreover,  certain  basic
materials  and  components  may have  changed in nature or  specifications,  and
additional associated problems may materialize during the production of the fuel
cells and fuel cell  stacks.  There is no  certainty  that fuel cell  production
after  de-mothballing  the  Pittsburgh  area  production  plant  will not have a
material impact upon the performance,  profitability, and cash flows from future
operations.

               The  nature  and  scope  of   HydroGen's   rights  to  technology
previously developed by Westinghouse  Electric Corporation in collaboration with
the United States Department of Energy ("DOE") are unclear. HydroGen's principal
intellectual  property rights with respect to fuel cell technology were acquired
by a predecessor entity from the Westinghouse  Electric Corporation on March 31,
1993. The agreement  governing that purchase contains a very limited description
of those  intellectual  property  rights and very  limited  representations  and
warranties   from   Westinghouse  as  to  the  sufficiency  or  scope  of  those
intellectual  property  rights.  The technology was developed by Westinghouse in
collaboration  with the DOE and the precise nature and extent of  Westinghouse's
rights to such  technology,  which are now owned by HydroGen,  are  unclear.  In
particular,   certain  contracts  between  Westinghouse  and  the  DOE  required
Westinghouse  to disclose  inventions or  discoveries  to the DOE or to lose its
rights as to them.  Documentation is neither complete as to such contracts,  nor
as to  disclosure  and  communications  between  the DOE and  Westinghouse  with
respect to the technology and intellectual property developed under them. To the
extent  that the DOE or other  parties  assert  claims or  rights to  HydroGen's
intellectual  property acquired from Westinghouse,  HydroGen's ability to pursue
its proposed business activities could be materially and adversely affected.

               HydroGen relies on trade secret and similar means to protect much
of its  intellectual  property  which  may not prove to be  effective,  with the
effect of an  impairment  in our rights.  HydroGen  relies on trade  secret law,
confidentiality  agreements and physical  security such as restricted  access to
protect much of its intellectual property.  These means of protection may not be
effective  with  the  consequence  that  others  may  obtain  knowledge  of  our
intellectual  property.  To protect its rights that others learn  illegally  may
require HydroGen to expend time and financial  resources pursuing court actions.
These actions are typically  expensive and are not always conclusive in favor of
the claimant. In addition, though HydroGen believes doing so would be difficult,
it may be possible for third parties to reverse  engineer its fuel cells through
inspection  and testing.  Finally,  it is possible  that third party patents may
exist  on  which  HydroGen's  technology  may  infringe.   HydroGen's  financial
condition  may be impaired in any such events,  and it may lose its  competitive
position as a result.

                                       17
HydroGen has no experience  manufacturing  fuel cell power plants
on a commercial  basis.  HydroGen has no experience  designing and manufacturing
fuel cell power plants on a commercial basis.  HydroGen does not know whether or
when it will be able to develop efficient, low-cost manufacturing capability and
processes  that will enable its to meet the  production  standards or production
volumes  necessary  to  successfully  market its  products.  Even if HydroGen is
successful in developing its manufacturing capability and processes, it does not
know  whether  it  will do so in time  to  meet  its  product  commercialization
schedule.  Therefore,  investors  may lose the  opportunity  to profit  from the
development of HydroGen technology and business plan.

               Utility  companies could place barriers on HydroGen's  entry into
the marketplace. Electric utilities commonly charge fees to industrial customers
for disconnecting  from the grid, for using less electricity,  or for having the
capacity to use power from the grid for back-up purposes. The imposition of such
fees could increase the cost to customers using our systems and could reduce the
desirability  of our  systems,  thereby  harming our  potential  for  successful
marketing and therefor revenues or profitability.

               Alternatives  to  HydroGen  technology  could  render its systems
obsolete prior to  commercialization.  HydroGen's fuel cell power plants are one
of a number of alternative  energy products being developed today as supplements
to the electric  grid that have  potential  industrial  applications,  including
microturbines,  solar,  wind,  and  other  types of fuel cell  technologies  and
advanced  reciprocating  engines.  Technological  advances in alternative energy
products,  improvements in reciprocating  engine/generator  sets, and other fuel
cell  technologies may render HydroGen's  systems obsolete,  therefore causing a
diminished value of an investment in the company.

               HydroGen  may be unable to sell and deliver or operate  fuel cell
power plants.  HydroGen's success will depend on its ability to sell and deliver
fuel  cell  power  plants.  Although  there  is some  interest  indicted  in its
potential fuel cell power plants, no contracts for the sale and delivery of PAFC
stocks  have  been  executed  to  date.  Factors  that  could  adversely  affect
HydroGen's ability to sell and deliver fuel cells include increased competition,
increased  consolidation  in the energy industry (which would reduce  HydroGen's
base of  potential  customers)  and  unexpected  technological  obsolescence  of
HydroGen's air-cooled  phosphoric acid fuel cell technology.  Another reason for
not being able to deliver the fuel cell power plants is the  technological  risk
with all of the  risks  associated  with new  applications  of  technology.  The
inability of HydroGen to effectively sell and deliver fuel cell power plants, or
to get the first few plants operational, would have a material adverse effect on
HydroGen's business, financial condition and results of operations.

               HydroGen  may be  unable  to obtain  the  necessary  governmental
approvals, authorizations, permits, licenses, and rights-of-way to sell, deliver
and / or operate fuel cell power plants. The development, sales, and delivery of
fuel cell power plants will depend on, among other things, HydroGen's ability to
secure and maintain regional governmental approvals, authorizations, permits and
licenses. In certain jurisdictions,  other legal requirements may delay, stop or
impede the sales,  delivery and / or operation of fuel cell power plants.  There
can be no assurance  that  HydroGen,  its  customers,  or its  contractors  will
successfully obtain required approvals, authorizations,  permits and licenses or
enter  into  necessary  agreements,  as the  case  may be.  If  HydroGen  or any
contractor fails to secure or maintain any necessary approvals,  authorizations,
permits or licenses, or faces delays in respect thereof,  HydroGen may be unable
to commence or complete any proposed fuel cell projects,  which could materially
and adversely affect  HydroGen's  business,  financial  condition and results of
operations.

                                       18
HydroGen  may not be  able  to  implement  the  business  plan as
planned, on time and within budget.  HydroGen's ability to achieve its strategic
objectives  will  depend  in  large  part  upon  the  successful,   timely,  and
cost-effective  completion of the business  plan. The fuel cell projects will be
offered and developed in various states,  and the success of these projects will
rely on contracted construction companies and subcontractors in these states. In
addition  to  HydroGen's  obtaining  and  maintaining  applicable   governmental
approvals, authorizations,  permits and licenses the successful execution of the
business  plan  is  dependent  upon a  variety  of  factors,  uncertainties  and
contingencies,  many of which are beyond HydroGen's control, such as power plant
construction risks, subcontractor risks, and regulatory risks.

               HydroGen is subject to competition, which could reduce demand for
air-cooled phosphoric acid fuel cell power plants. HydroGen's success depends on
its ability to compete with other energy systems  providers.  HydroGen is likely
to face competition from existing energy systems providers, including combustion
power generation  manufacturers and renewable energy developers,  who may decide
to sell to the same  customers  and / or to build  expansions of their own power
generating portfolio, and from equipment manufacturers and local contractors who
typically build energy systems upon a customer's request and may decide to build
excess power  generating  capacity  which would compete with the fuel cell power
plants  built  by  HydroGen.  Further,  national  and  regional  energy  utility
providers  that  have  established   transmission   and  distribution   networks
throughout  their home  countries and / or  territories  may decide to enter the
power plant supply industry,  therewith creating more competitors on the market.
Due to the highly competitive nature of the American, European and international
energy industries,  new companies may emerge in the future offering services and
products similar to HydroGen's.  Management  believes that the liberalization of
the  energy  market is likely to attract  more  competitors,  such as  companies
offering  traditional  technology  products like combustion  turbines,  internal
combustion  engines and others,  but also companies  offering  renewable  energy
technologies  such as wind  and  solar  plants,  as well  as  biogas  /  biomass
applications,  and including other fuel cell companies  offering other fuel cell
types to the market,  such as molten  carbonate fuel cells,  or solid oxide fuel
cells.  This  intensifying  competition  could  reduce the demand for the use of
HydroGen's fuel cell power plants.

               HydroGen  will be competing  with a new  technology  which if not
accepted  by the  marketplace  will  impede  its  ability to sell fuel cells and
jeopardizes  its business  plan.  There can be no assurance that fuel cells will
become the preferred  technology  for power  production in the near future.  New
technologies  may  emerge,  that may become  more  widely  used than fuel cells,
particularly in view of the now rapid pace of  technological  development in the
energy industry generally.  If fuel cells do not become the preferred technology
for the  production  of  distributed,  as well as premium  power,  there will be
substantially  less  demand for the fuel cell power  plants,  which will in turn
have a material adverse effect on HydroGen's  business,  financial condition and
results of operations.

               HydroGen's  operations are subject to risks posed by governmental
regulation.  As a company  operating in the energy  systems  industry in various
countries,  HydroGen is or will be subject to varying  degrees of  regulation in
each of the  jurisdictions in which it operates.  There can be no assurance that
regulatory,  judicial and legislative  changes will not have a material  adverse
effect on  HydroGen.  For example,  regulators  may raise  material  issues with
regard to HydroGen's compliance or non-compliance with applicable regulations or
judicial decisions may impact on HydroGen's operations, each of which could have
a material  adverse  effect on  HydroGen's  business,  financial  condition  and
results of operations.

                                       19
Fuel  cells  are  a new  technology,  and  government  regulation
involving the use of fuel cells is evolving.  Currently, power generated by fuel
cells is  regulated  in much the  same  manner  as are  other  sources  of power
generation.  Large scale power generation in the multi-megawatt  range, which is
the target market for HydroGen,  is generally  subject to the scrutiny of either
the Federal Energy Regulatory Commission,  if it affects inter-state commerce or
state public service  commissions if the market is wholly intrastate.  While the
regulatory law promulgated by these agencies will not regulate the manufacturing
of fuel cells by  HydroGen,  such laws may  affect  the  market for fuel  cells.
Currently,  State and Federal  government  agencies are  pre-disposed to provide
regulatory  law favorable to the commercial  deployment of fuel cells.  However,
there is risk that government  agencies will adopt regulatory law unfavorable to
fuel cell  commercialization.  Similarly,  while  government  agencies  are also
predisposed to adopt codes and regulations  that enable hydrogen  manufacturing,
transportation and storage for use in fuel cells, there is risks that such codes
and  regulations  could be adopted that  adversely  affect the fuel cell market.
Further,  laws creating economic incentives to produce clean power tend to favor
the fuel cell market.  It is difficult to assess with  certainty the  likelihood
that government will legislate more or less such laws.

               HydroGen may have  difficulty in obtaining  supplies  which could
affect its  ability  to produce  sellable  products.  HydroGen  may be unable to
obtain an adequate  supply of materials or  components to complete the fuel cell
power plants.  Certain components may not be widely available.  A failure of any
supplier to deliver the  necessary  materials and / or components to HydroGen on
schedule or at all could delay or interrupt  the  construction  of the fuel cell
power plants. From time to time, there may be high demand in the market for some
materials or components relative to the supply capacity,  which could impede the
ability  of  HydroGen  to  obtain  the  quantity  of  those  materials  and / or
components it needs.  Any delay in obtaining an adequate supply of materials and
/ or components could lead to construction delays and additional costs and could
have a material adverse effect on HydroGen's  business,  financial condition and
results of operations.

               The fuel cell  power  plants  could fail or be  disrupted  due to
technological  factors or external damage or could deteriorate more quickly than
expected.  The  success of the fuel cell  power  plants  will  depend in part on
HydroGen's  ability to protect the plants, and their materials and/or components
from external  damage.  There can be no assurance that the  availability  of the
fuel cell power plants to customers will not be disrupted due to external damage
caused by  construction  work or by events such as fires,  earthquakes,  floods,
power losses and similar  accidents or disasters.  Any  prolonged  difficulty in
accessing the fuel cell power plants could threaten HydroGen's relationship with
its  customers  and have a  material  adverse  effect  on  HydroGen's  business,
financial  condition and results of operations.  HydroGen  cannot  guarantee the
actual  useful  life of any part of the fuel cell  power  plants.  Additionally,
although HydroGen  customers may realize a recovery value of the component parts
of the fuel cell stacks that will defer from the cost of the replacement stacks,
HydroGen  cannot  warrant  the  recovery  values  attained,  if any.  Preventive
maintenance  programs  and  standard  procedures  will be in place,  to minimize
adverse  consequences,  due to faulty  operational  conditions  of the fuel cell
plants for HydroGen,  and for its contractors and customers. A number of factors
will  affect the useful  life of the fuel cell power  plants,  including,  among
other  issues,  quality of  hydrogen,  quality of  construction,  or  unexpected
deterioration.  Failure of any part of the fuel cell power plants to operate for
its full  design  life  could  have a  material  adverse  effect  on  HydroGen's
business, financial condition and results of operations.

                                       20
HydroGen's  success depends on its ability to hire and retain key
personnel.  HydroGen's  future  success  depends on the skills,  experience  and
efforts of its officers and key technical and sales  employees.  Its  management
has significant  experience in the energy and the construction  industries,  and
the loss of any one of them could  materially  and adversely  affect  HydroGen's
ability to execute its business strategy. HydroGen's success also depends on its
ability to attract, train and retain qualified engineering, technical, and sales
personnel.  Competition for personnel in these areas is intense and HydroGen may
not be able to hire or retain the required personnel. Moreover, HydroGen may not
be  able to  hire  some of the  former  Westinghouse  design  and  manufacturing
engineers  previously  employed at the Westinghouse  production facility and who
played an integral  role in the fuel cell  development  program  during the late
eighties and early nineties.  These people are considered important to HydroGen,
with tasks including:  production, design development,  training, and technology
transfer to new workers and strategic partners.  A failure to do so could have a
material adverse effect on HydroGen's business,  financial condition and results
of  operations.  HydroGen  does not  maintain  key man  insurance  on any of its
management or employees.

               HydroGen  may be unable to manage  its growth  effectively.  As a
result of HydroGen's  expected  growth and expansion,  significant  demands have
been, and will continue to be, placed on HydroGen's management,  operational and
financial  resources  and  systems  and  controls.  In  order to  manage  growth
effectively,  HydroGen  must continue to develop its  operational  and financial
systems  and  controls,  expand  through  the  acquisition  and  utilization  of
additional  facilities,  hire,  train,  and manage a  qualified  employee  base.
Inaccuracies   in  HydroGen's   forecasts  of  market  demand  could  result  in
insufficient  or  excessive   capacity/facilities   and  disproportionate  fixed
expenses for its  operations.  There can be no assurance  that  HydroGen will be
able to  develop  the fuel cell  power  plants as  planned or expand at the rate
anticipated in accordance with its business plan. As HydroGen  proceeds with its
business  development  and  expansion,   there  will  be  increased  demands  on
HydroGen's customer support,  sales and marketing and administrative  resources.
There can be no assurance that HydroGen's engineering,  production,  operations,
and  financial  control  systems  will  continue to be adequate to maintain  and
effectively  manage growth.  Failure to continue to upgrade the  administrative,
operating and financial control systems or the emergence of unexpected expansion
difficulties   could  materially  and  adversely  affect  HydroGen's   business,
financial  condition and results of operations.  Managing operations in multiple
jurisdictions  may place  further  strain on  HydroGen's  ability  to manage its
overall growth.

               Anticipated  growth in demand for energy systems capacity may not
occur.  HydroGen's  primary  customers  will be operators of the fuel cell power
plants for their power (and often  co-generated heat) needs. To the extent local
and regional demand for power  generating  capacity does not exceed the capacity
of the current energy market suppliers,  or technological  advances increase the
capacity of existing power generating equipment,  HydroGen's potential customers
may not have a need for additional  power generating  capacity.  Any significant
decline  in the local and  regional  demand  for power  generating  capacity  or
downturn in the energy  industry  could  result in unsold  capacity of fuel cell
power  plants  and hence  lower  revenues.  If growth  in the  demand  for power
generating  capacity  for any of  these,  or  other,  reasons  is less than that
expected by HydroGen,  there will be less demand for the fuel cell power plants,
which would have a material  adverse  effect on HydroGen's  business,  financial
condition and results of operations.

                                       21
It is possible  that there are claims of which  Chiste is unaware
that may come to light in the future  and cost the  company  considerable  time,
effort and expense to resolve. Although Chiste has not been operational for over
two years prior to the  acquisition  of HydroGen,  it is possible  that a claim,
whether  colorable or not, may be asserted  against Chiste in the future.  There
can be no  assurance  given that some person will not devise a claim and attempt
to assert it against Chiste in the hopes of obtaining some monetary benefit.  To
resolve such a claim,  including payment, may cost the post-transaction  company
considerable  time,  effort and  expense.  Any of these may impair  management's
implementation  of the business plan concerning the company with the consequence
of a loss of opportunity.

               The   outstanding   Preferred   Shares  issued  in  the  exchange
transaction  and the common  stock  underlying  such  Preferred  Shares  will be
"restricted  securities" and may not be resold unless they are registered  under
the Securities Act or an exemption from registration is available. The Preferred
Shares  is,  and the common  stock  underlying  the  Preferred  Shares  will be,
"restricted securities" as such term is defined in Rule 144 under the Securities
Act.  Accordingly,  they may not be resold unless they are registered  under the
Securities Act and applicable  state  securities laws or unless  exemptions from
such  registration  requirements  are  available.  Any  such  exemption  must be
established to Chiste's  satisfaction.  Certain holders of the Preferred  Shares
and its underlying common stock have registration  rights, and Chiste has agreed
to file a  registration  statement to register the common stock  underlying  the
Preferred Shares in the near future.  However, even if a registration  statement
is filed  with the SEC,  there is no  guarantee  that the SEC will  permit  such
registration  to become  effective or that it will be effective when a holder of
common stock underlying the Preferred Shares elects to sell the shares of common
stock.  Any  inability to sell may affect the ultimate  realizable  value of the
common stock.

               Chiste's  common stock has not been  actively  traded on a public
market. For a number of years Chiste's common stock has traded only on a limited
basis. Therefore, it is not certain whether investor interest in Chiste's common
stock will be sufficient to create or sustain an active public  trading  market.
If an active public trading market for shares of Chiste's  common stock does not
develop,  investors and the other  recipients of the common stock underlying the
Preferred Shares issued in the exchange  transaction may have limited  liquidity
and may be forced to hold their shares for an indefinite period of time.

               The value of Chiste's common stock after the exchange transaction
may be lower than it was at the time the exchange ratio was  established and the
price of the private placement  securities was determined.  Recently,  the stock
market has experienced  significant price and volume  fluctuations.  If Chiste's
common  stock  declines  due to these  fluctuations,  Chiste could be subject to
securities  class  action  litigation,  similar to that  which has been  brought
against  companies  following periods of volatility in the market price of their
common  stock.  Litigation  could result in  substantial  costs and could divert
Chiste's  resources  and senior  management  team's  attention.  This could harm
Chiste's financial condition and operating results.

               The public sale of Chiste's common stock by existing stockholders
could  adversely  affect the price of Chiste's  common  stock.  Future  sales of
substantial  amounts  of  Chiste's  common  stock in the public  market,  or the
perception that such sales might occur,  could adversely affect the market price
of Chiste's  common  stock and could  impair  Chiste's  ability to raise  equity
capital in the future.  Currently,  assuming  that the proposed 1 for 25 reverse
split will be approved and implemented,  there will be  approximately  7,789,943
shares of common stock outstanding. Such number of shares, many of which will be
registered for re-sale,  may have an adverse impact on the market for the common
stock.  In addition,  such number of shares  available for sale or actually sold
from time to time,  may depress the market price of the common stock.  It can be
expected  that if the price  increases,  stockholders  with a lower  basis  will
attempt to sell their common stock.

                                       22
MANAGEMENTS DISCUSSION AND ANALYSIS
                       OF OPERATIONS OR PLAN OF OPERATIONS

General

               HydroGen  in the  development  stage and is expected to remain so
for at least the next several quarters. HydroGen's business plan calls for it to
design,   manufacture  and  sell  6-30MW  turn-key  power  plants,  based  on  a
standardized  2MW power island  consisting of five of HydroGen's  400kW modules.
Additionally,  HydroGen plans to attempt to generate recurring revenues from the
sale of operations and maintenance services,  and ongoing lease revenues for the
400kW  modules,  which must be  replaced  after  approximately  40,000  hours of
operation.

               HydroGen  expects to enter the market at a cost of  approximately
$3,000/kW installed for a first article plant of approximately 4-8MW. Management
expects its  production  costs in the future will fall below  $1,000/kW once its
PAFC  modules  are  produced in an  accelerated  manufacturing  facility  with a
capacity of 25MW per annum or greater.  These costs compare  favorably  with its
manufacturing competition of water cooled PAFCs, MCFCs, and SOFCs.

Business Plan

               HydroGen's  business  plan is divided into three  stages:  market
entry, cost reduction, and growth.  Management anticipates that the market entry
stage will last for  approximately  the next 15 months through 2006. During this
period, HydroGen will focus its efforts on the following activities:

               1. Ramp up fuel cell manufacturing  operations to achieve 2MW per
year production  capacity.  HydroGen will invest approximately $1.5-2 million to
ramp  up its  manufacturing  facilities  to  achieve  initial  pilot  production
capacity  of 2MW (five  400kW  modules)  per annum.  These funds will be used to
acquire certain additional production equipment, to implement certain facilities
upgrades  and to prepare  and train a new team of  production  staff in the fuel
cell production processes.  Management estimates that it will take approximately
10-12 months to achieve production capacity at this initial level.

               2. Manufacture  400kW modules.  HydroGen intends to produce up to
three  (3)  400kW   air-cooled   phosphoric   acid  fuel  cell  modules  in  our
manufacturing  facilities over the next 12-15 months. The modules will be tested
at our  facilities,  and then delivered to customer  demonstration  sites in the
field.  Management  believes  that  approximately  two-thirds  of  the  cost  of
production  will be spent on materials  and supplies for the fuel cell  modules,
including raw materials required to manufacture graphite plates, electrodes, and
other  components  of  the  fuel  cells,  and  approximately  one-third  of  the
production  costs will be spent on labor to manufacture  the modules,  including
salaries and benefits and  manufacturing  overhead  allocations.  Management has
allocated $2 to $3.5 million to the manufacturing activities.

                                       23
3.  Product  and  technology  testing  and  validation.  HydroGen
intends  to  construct  and  operate  test   facilities  at  our   manufacturing
facilities.  Management  has  allocated  $1.5 to $2 million to the  product  and
technology testing and validation activities. The test facilities will include:

                             (a) 400kW module test  facility,  to test  finished
product at full rated capacity prior to field delivery.

                             (b) 10-cell stack test facility, to validate design
and material changes to the fuel cells as a final step before incorporating such
changes into the full 400kW module.

                             (c) 2"x2"  small scale test  facility,  to test new
electrode materials prior to selection for 10-cell stack testing and validation.

               4.  Finish  2MW  power  plant  design  and  initiate  accelerated
manufacturing development.  HydroGen intends to invest approximately $400,000 to
complete  the design,  component  selection,  and full costing of the standard 2
megawatt (MW) power plant product. HydroGen also intends to invest approximately
$1,000,000 to initiate development activities necessary to achieve targeted fuel
cell  production  capacity  of  25MW/year  scheduled  for  2008  and  100MW/year
scheduled  for  2009  under  the  current   business   plan.   The   accelerated
manufacturing  development  program  consists of a staged  series of projects to
implement design and material  changes to the technology,  develop and implement
automated manufacturing  processes,  and collaborate with outsource suppliers of
key components of the fuel cells.  HydroGen will also seek financing in the form
of grants from state and/or federal  government sources for some aspects of this
phase of the business plan.

               5.  Sales and  marketing.  The  initial  sales goal is to achieve
orders for full-scale commercial fuel cell power plants in the range of 25-50 MW
aggregate capacity,  and for a series of initial 400kW commercial  demonstration
power plants. A principal purpose of the commercial  demonstration  power plants
is to obtain a successful validation and performance history for the core 400 kW
module on which the 2MW  standard  commercial  product is based.  To achieve its
sales and marketing objectives,  HydroGen has initiated discussions with several
large generators of by-product hydrogen who have expressed interest in acquiring
fuel  cell  power  plants,  and  management  believes  that  it  could  conclude
agreements  with  one or more of  these  entities  within  the  next 12  months.
HydroGen management believes that it is in a position to conclude  demonstration
agreements with hosts for the 400kW commercial  demonstration  plants within the
next three to six months.

               Sales  and  marketing  will  take  place  concurrently  with  the
previously  described phases of the business plan during the development  stage.
Marketing  the kind of  disruptive  product that the company  offers  involves a
multifaceted  decision  process,  and it typically takes multiple contacts and a
substantial customer educative endeavor to achieve firm commitments and orders.

               Once  HydroGen has achieved  the  objectives  of its market entry
stage,  it will enter the cost reduction  stage of the business plan. This stage
is expected to last for approximately eight quarters,  currently estimated to be
through the end of 2008.  Management estimates that approximately $20-30 million
in additional  equity or other capital will be required to execute this phase of
the business plan. The principal goals of this stage of development will be to:

                                       24
1.  Complete   automated  design  and  process   development  for
accelerated manufacturing.

               2. Construct an  accelerated  manufacturing  facility  capable of
producing  25MW/year of fuel cell modules by the end of 2008,  and reduce module
production cost through high volume manufacturing and assembly.

               3.  Manufacture  and deliver to  customers  the first  10-20MW of
commercial fuel cell power plants.

               4.  Achieve  positive  net  cash  flow  from  operations  between
2007-2008.

               After  successful  completion  of  the  objectives  of  the  cost
reduction  phase of the business  plan,  HydroGen  plans to expand the automated
production facility to 100MW/year capacity or greater,  launch a worldwide sales
and  marketing  effort,  expand  production  capacity  further by investing in a
European or Asian manufacturing facility, and further driving down costs through
maturation of our outsourcing activities.

Financing Activities

               Since  inception,  HydroGen has been financed by working  capital
loans provided by Fuel Cell  Corporation  of America  ("FCA"),  the  predecessor
owner  of  the  HydroGen's   intellectual  property  assets  and  a  significant
shareholder  of the  Company.  At March 31,  2005,  these loans had an aggregate
balance of $267,360, and were evidenced by promissory notes.  Additionally,  FCA
provided an interest  free line of credit to HydroGen of $350,000,  all of which
was borrowed and was also  outstanding at March 31, 2004. FCA agreed that,  upon
repayment  of the  $350,000  non-interest  bearing  note,  it would  forgive the
principal balance of the interest-bearing  loans by $150,000.  These loans, plus
accrued interest,  are payable upon the occurrence of certain events,  but in no
case later than July 31, 2005.  HydroGen paid the $350,000 plus accrued interest
in full satisfaction of amounts owed to FCA out of the proceeds of the offerings
completed in connection with the Exchange Agreement.

               During  late  2004 and  early  2005,  HydroGen  sold in a private
placement  $2  million  of  bridge  units,  each  unit  consisting  of a $10,000
convertible  note and .045  membership  unit.  The bridge  notes were due on the
earlier of June 30, 2005, or earlier upon the occurrence of certain events.  The
bridge notes were initially convertible into an additional .045 membership unit,
at an  effective  conversion  price  of  $220,772.  However,  to  encourage  the
conversion  of these  notes,  the  conversion  price was lowered to $125,000 per
membership unit, the same terms being offered to investors in HydroGen's private
placement  completed in connection with the Exchange  Agreement.  Holders of all
$2,000,000 of convertible notes elected to convert the principal amount of their
notes as part of the private  placement into 16.0 membership  units in HydroGen,
which membership units were immediately exchanged for 60,446 Preferred Shares of
Chiste.

                                       25
On  May  13,  2005,  Chiste  Corporation,  a  Nevada  corporation
("Chiste"),  entered  into an Exchange  Agreement  ("Exchange  Agreement")  with
HydroGen,  LLC, an Ohio limited liability company ("HydroGen"),  certain members
of  HydroGen  representing  approximately  69.7% of the  outstanding  membership
interests, and Keating Reverse Merger Fund, LLC ("KRM Fund"). The closing of the
transactions  contemplated by the Exchange Agreement (the "Closing") occurred on
July 7, 2005. At the Closing,  pursuant to the terms of the Exchange  Agreement,
Chiste  acquired all of the  outstanding  membership  interests of HydroGen (the
"Interests") from all the HydroGen members, and the HydroGen members contributed
all of their  Interests to Chiste.  All the HydroGen  members either executed or
joined the Exchange Agreement prior to the Closing,  including persons investing
in membership units as part of a private  placement by HydroGen.  The completion
of the  HydroGen  private  placement  of  membership  units for a minimum  gross
proceeds of  $5,000,000  and a maximum of  $10,000,000  was a  condition  to the
Closing.   HydroGen  raised  $6,536,283  in  gross  proceeds  from  the  private
placement, and the holders of $2,000,000 of notes converted the principal amount
of their notes into membership units in the private  placement.  In the exchange
transaction,  Chiste issued to the HydroGen members, including the new investors
and  converting  note  holders,  an  aggregate  of  742,255  shares  of Series B
Convertible  Preferred Shares, par value $0.001 per share ("Preferred  Shares"),
which will be  convertible  into shares of Chiste's  common stock.  In addition,
immediately  following the closing of the exchange  transaction,  Chiste sold to
several  institutional  investors,  211,569  Preferred  Shares for an  aggregate
purchase price of  $7,000,000.  At the Closing,  HydroGen  became a wholly-owned
subsidiary of Chiste and will continue as the principal operating company.

               HydroGen  intends to use the proceeds of this offering to ramp up
its  manufacturing  facility,  manufacture  400kw  modules,  test  and  validate
HydroGen's  product and technology,  complete power plant design work,  commence
development work for an accelerated  manufacturing  facility,  repay the working
capital  loans  discussed  above  and  for  other  general  corporate  purposes.
Management  estimates  that the proceeds from this  financing  transaction  will
provide  HydroGen  with  adequate  capital  resources  for at least  the next 12
months.

Results of Operations

Comparison of Quarters Ended March 31, 2005 and 2004

               The following  table sets forth  certain of HydroGen's  operating
data for the three month periods ending March 31, 2005 and 2004:
Increase
                                  March 31, 2005     March 31, 2004      (Decrease)
                                  ---------------   ---------------   ---------------
Research & development      $       155,000   $        21,000   $       134,000
      Payroll and related costs           181,000            20,000           161,000
      Travel & entertainment               85,000            15,000            70,000
      Other                               220,913           124,210            96,703
                     Totals       $       641,913   $       180,210   $       461,703
Historically,   HydroGen  has  financed  its  operations  through
working  capital  loans from FCA and equity based  compensation.  In May,  2004,
HydroGen  received a $350,000  working  capital  loan from FCA and, as described
above, in late 2004 and early 2005,  raised $2 million in a private placement of
bridge units.

                                       26
Subsequent  to  receiving  the  $350,000  working  capital  loan,
HydroGen began to ramp up its manufacturing and development activities, and this
was further  accelerated with the sale of its bridge units. As such,  additional
staff and consultants  were hired to support this effort.  Due to this increased
level of activity,  research and development expenses for the three months ended
March 31, 2005, significantly increased over levels expended in the three months
ended March 31, 2004.

               At the  same  time,  HydroGen  hired  additional  management  and
administrative  staff.  Also,  existing  members of management  began to receive
compensation on a regular basis.  Because of this,  executive and administrative
payroll and related expenses increased in the first quarter of 2005 versus 2004.

               The increase in travel and  entertainment in the first quarter of
2005 versus 2004 relates primarily to expenses incurred in marketing  HydroGen's
private  placement  to  investors,  as well to an increase in  commercial  sales
calls.

               Other  expenses,  including  professional  fees,  plant expenses,
consulting  fees,  etc.,  increased in the first quarter of 2005 versus 2004 for
the same reasons described above.

Comparison of Years Ended December 31, 2004 and 2003

               Revenue  in  2004   decreased  to  $767  from  $40,765  in  2003.
HydroGen's only source of revenue in these periods was from a research  contract
with a nonprofit  government  sponsored agency.  This contract was completed and
did not repeat in 2004.

               The following  table sets forth  certain of HydroGen's  operating
data for the years ended December 31, 2004 and 2003:
Increase
                                December 31, 2004  December 31, 2004    (Decrease)
                                  ---------------   ---------------   ---------------
Research & development      $       248,000   $        20,000   $       228,000
      Payroll and related costs           613,000                --           613,000
      Professional fees                   639,000             6,000           633,000
      Travel & entertainment               97,000            81,000            16,000
      Other                                42,462            84,881           (42,419)
                     Totals       $     1,639,462   $       191,881   $     1,447,581
The increase in research and development  expenses was due to the
ramp up in HydroGen's  manufacturing and development activities in 2004. Most of
these  expenses  relate to  additional  staff and  consultants  hired in 2004 to
support these efforts.

               HydroGen did not compensate its management  team in 2003, and had
no  administrative  support  personnel  on staff.  In 2004,  HydroGen,  with the
receipt of the  working  capital  loan and  private  placement  of bridge  units
described above, began to pay its management team and added additional personnel
to support it's commercialization and financing efforts. Additionally,  HydroGen
granted certain  personnel  membership  units in lieu of cash  compensation  and
recognized  approximately  $318,000 in  compensation  expense in 2004 related to
these grants.

                                       27
The  increase in  professional  fees in 2004 versus 2003  relates
primarily to the legal,  accounting and  consulting  fees incurred in HydroGen's
financing efforts and commercialization activities. The expense in 2004 includes
a grant of membership units to a financial  consultant,  and HydroGen recognized
approximately $321,000 in expense related to this grant.

               The increase in travel and entertainment  expenses in 2004 versus
2003 was primarily due to travel by new personnel and consultants hired in 2004.

                                       28
BUSINESS OF HYDROGEN

               HydroGen  was  organized  to  design,  manufacture,   market  and
distribute  fuel cells and energy  systems  using  phosphoric  acid fuel  cells.
HydroGen owns certain technology,  proprietary rights, and manufacturing  assets
for the  production  of 400 kW,  air-cooled  phosphoric  acid fuel cell  modules
(PAFC).

Market Opportunity for Fuel Cells

               HydroGen   believes  it  is  uniquely   positioned  to  become  a
competitive player in the growing distributed  generation market for electricity
and in the movement towards hydrogen-based energy.

               Demand for  electricity  in the U.S.  continues to grow steadily.
According to McKinsey & Co. data,  summer peak  consumption  increased by 96,000
megawatts  (MW) from  1994-1999,  while new generating  capacity  increased only
15,000MW.  The Energy Information  Administration (EIA) reports that electricity
demand (kilowatt-hours consumed) was more than 28% higher in 2000 than it was in
1990. The EIA estimates that by 2020,  393,000MW of generation  capacity will be
needed to meet growing demand and to offset  retirements of plants  currently on
line.  This  translates  to a  required  increase  of 50.5% in total  generating
capacity over the next 20 years.

               Distributed  generation is the decentralized,  on-site generation
and  delivery  of power at scales  typically  less than 30 MW.  For the past 100
years, most commercial electricity has been generated in large centralized power
plants  and  transmitted,   often  across  great   distances,   to  residential,
commercial,  and industrial end-users.  Now, due to several interacting factors,
demand is growing for on-site power  generation  equipment that generates little
pollution.  Distributed generation represents a disruptive shift in the electric
power industry and, therefore,  a major growth opportunity for innovative energy
service  companies  and equipment  manufacturers.  The current  factors  driving
demand for distributed generation include:

      o     Evolving local, regional,  national, and international environmental
            standards,  which are making it increasingly difficult to permit and
            finance heavy-emitting, large centralized power plants;

      o     Inadequacy and expense of the existing electric power infrastructure
            (grid) to keep pace with soaring demand for  high-quality,  reliable
            power;

      o     Inefficiencies and costs associated with transmitting power from the
            point of generation to the ultimate consumer;

      o     Increasing  volatility in energy prices;  o Growing concern over the
            national  security  implications  of  centralized  models  of  power
            generation;

      o     Technological advancements in small-scale power generating equipment
            with  greater  efficiencies,  environmental  advantages,  and  lower
            costs; and

      o     Liberalization,   including  deregulation,  of  the  electric  power
            industry,  exposing the industry to competitive pressures associated
            with a free market.

                                       29
The deregulation of the United States electric power industry has
created a business opportunity for emerging companies to provide  differentiated
power  generation,  information  technology,  and  customer  service  solutions.
Management  believes  that the  greatest  opportunity  within the  restructuring
electric   power  industry  lies  in   small-scale   power   equipment  such  as
microturbines and fuel cells that are located at the site of the end user.

               The  Department  of  Energy  estimates  that by 2010,  20% of new
generating  capacity will come in the form of  distributed  generation.  The DOE
also estimates that by 2020,  23% of industrial  electric  demand will be met by
distributed   generation.   The   distributed   generation   market  already  is
experiencing growth. For example,  worldwide orders for natural gas turbines and
diesel  generators  between  1-7 MW  increased  four-fold  in the  past  decade.
Worldwide  orders for  combustion  turbines in the 6-30MW class totaled  2,000MW
from June  2001-May  2002,  and were 4,900MW for the same period from  2000-2001
(source: 2002 Engine Order Survey, Diesel and Gas Worldwide).

               Distributed Generation

               Distributed  generation systems provide  significant  benefits to
two distinct customer segments. The first is end users of electricity,  to which
this  technology  provide a wide  range of  solutions.  One of the  benefits  of
distributed  generation  systems is that they  deliver  high  quality,  reliable
power,  shielding end users from common problems associated with the electricity
grid such as sags,  surges,  and  power  interruptions.  Distributed  generation
technologies  also  have the  potential  to  generate  power  at a high  rate of
efficiency,   creating  cost  saving  and  arbitrage   opportunities   with  the
electricity  grid.  Another benefit of modern  distributed  generation  systems,
particularly  fuel cells,  is low or  near-zero  emissions,  with  significantly
better  overall   environmental   performance  than  existing  power  generation
technologies.  These environmental  benefits translate into economic benefits to
the owner of the generating  equipment,  through  avoided costs of air emissions
permits and penalties for exceeding  pollution limits. An additional,  desirable
by-product of distributed generation  technologies is heat, which can be used in
cogeneration  applications to satisfy the thermal demands of the end user's home
or facility.  Finally, modular distributed generation technologies are available
in a wide  range of power  outputs,  from  sub-kilowatt  to  several  megawatts,
enabling   end  users  to  tailor   generation   solutions  to  their  own  load
requirements.

               The second customer segment is energy companies,  including power
utilities,  independent power producers, and electricity distribution companies.
To these customers,  distributed generation systems can delay or eliminate large
capital expenditures to build new centralized power plants, reduce significantly
the amount of time it takes to bring new capacity  on-line,  enhance and support
congested areas of the electricity  grid,  level load curves,  provide  enhanced
customer service, and improve environmental performance.  Losses associated with
transmission  and  distribution,  particularly  when  coupled  with  inefficient
central generating plants, can also be enormous.  Distributed generation is able
to largely  eliminate the need for building new  transmission  and  distribution
lines and new substations,  each of which is very costly to permit and build and
reduce losses from these aspects of delivering electricity.

                                       30
Fuel Cells within the Distributed Generation Segment

               Within the  distributed  generation  segment  of the  electricity
industry,  fuel cells have the widest  range of potential  applications  and the
greatest  overall market promise.  A fuel cell may be thought of as a continuous
battery,  providing  electricity  through an  electrochemical  reaction  without
combustion  or moving  parts.  Fuel  cells can be  operated  as long as they are
supplied with fuel for the electrochemical reaction.

               In  the  process  of a  hydrogen  fueled  cell,  hydrogen  gas is
supplied as fuel at the anode (negatively  charged plate),  where it is stripped
of its  electrons  with the aid of a catalyst.  The hydrogen ions pass through a
membrane,  typically  an  electrolyte  fluid,  and  react  with  oxygen  and the
electrons (which traverse a circuit connecting anode and cathode) at the cathode
(positively  charged plate).  The products are  electricity,  heat, and water. A
fuel   cell  can  be  viewed  as  an   efficient,   combustion-less,   virtually
pollution-free power source that runs almost silently, and has few moving parts,
capable of being sited in diverse locations,  such as downtown urban areas or in
remote regions.

               There are five  major  types of fuel cell  technology,  differing
primarily by the type of electrolyte  that is used and the associated  operating
temperature.  These include:  phosphoric acid fuel cells (PAFC), proton exchange
membrane  (PEM) fuel cells,  alkaline fuel cells (AFC),  molten  carbonate  fuel
cells (MCFC),  and solid oxide fuel cells (SOFC). The table below summarizes the
fuel cell types and their commercialization status.
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
                          Operating
      Type              Temp ((degree)C)            Status                                   Remark
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
PAFC                   180 - 220          Market entry                          Over 350 systems delivered
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
PEM                    70 - 80            Semi-commercial prototypes
                                          in demonstration                      Mainly transportation applications
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
AFC                    80 - 100           Commercial                            Selected applications only, e.g., space
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
MCFC                   600 - 700          Commercial prototype demonstrations   Complicated systems have long learning curve
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
SOFC                   800 - 1000         Advanced prototyes (tubular);
                                          Initial demonstrations                100-300 kW tubular system tested successfully;
                                          (planar)                              1-10kW planar system under development
---------------------  -----------------  ------------------------------------  ---------------------------------------------------
The lightweight and low operating  temperature of PEM fuel cells,
along  with  their cost and design  advantages  over AFC  technology,  make them
ideally suited to provide power for  transportation,  residential,  and portable
applications.  PAFC,  MCFC and SOFC  technologies  are  generally  designed  for
larger,  stationary applications.  The relatively high operating temperatures of
these technologies enable  cogeneration at commercial and industrial  facilities
with  concurrent  thermal  and  electric  loads,  with the  potential  to create
substantial energy savings.

               In contrast to the anticipated emergence of MCFC and SOFC systems
in the coming decade,  PAFC systems are commercially  available today.  MCFC and
SOFC commercial  demonstration units have been deployed, but management believes
that the installed cost of these fuel cell systems is currently over $10,000/kW.
Over 250 PAFC  systems  have  been  delivered  since  the  mid-1990s.  While the
commercial  availability  and  impressive  performance of these PAFC systems has
validated  the  technology,  the  current  installed  cost of  nearly  $5,000/kW
prohibits  full   commercialization  of  fuel  cell  technology  for  stationary
applications.  HydroGen  believes  that it will be able to produce its fuel cell
systems at prices considerably lower than these competitors, enabling fuel cells
to enter the market as a commercially viable product.

                                       31
HydroGen plans to target the existing hydrogen  infrastructure of
the United States for market entry and early growth,  in  applications  where no
hydrogen  plant is  required.  Such  applications  include  chemical  production
facilities  where  hydrogen  is  produced  as a  byproduct,  for  example in the
chlor-alkali   industry.   In  the  United   States,   this  industry   produces
approximately  10 million  tons of chlorine  annually  and  demands  2,500 MW of
generating  capacity.  The electrolysis of brine generates chlorine and hydrogen
on a mole-to-mole basis, providing sufficient hydrogen to generate approximately
20% of the base load  requirements  of a typical plant.  HydroGen's PAFC modules
operate at an electrical  efficiency of approximately 43% running on high-purity
hydrogen.  If its PAFC  modules were able to capture 10% of this market (250 MW)
at a sales price of $1,500/kW,  the market size in the United States alone would
be $375 million.

               As we enter the market through the "hydrogen  available" segment,
HydroGen also expects to target the distributed  generation market for utilities
and  commercial/industrial  facilities in the 6-30MW market class,  where annual
demand is greater than 2GW. To the extent that HydroGen gains market penetration
and  achieves   high-volume   production,   it  will  then  target  larger-scale
applications up to 50MW, with an addressable market size of 10GW annually.

               Potential Applications for Commercial and Industrial End Users

               HydroGen's  initial  target  installations  are  locations  where
existing  hydrogen  infrastructure  is  available,  power  prices are high,  air
quality is poor, and the grid is weak or strained. HydroGen plans to either sell
its  systems  directly  to  industrial   end-users  located  near  the  hydrogen
infrastructure  or to own and operate the systems itself and sell electric power
and steam to nearby customers.

               The most promising initial customer prospects/project locations
               include:

      o     Chlor-alkali facilities;

      o     Merchant hydrogen producers or pipeline operators with over capacity
            or under utilization;

      o     Coke production facilities;

      o     Ammonia producers;

      o     Refineries;

      o     Commercial facilities located close to hydrogen pipelines; and

      o     Desalination plants

                                       32
The use of  HydroGen  fuel  cell  systems  for  these  industrial
customers should provide the following benefits:

      o     High quality and reliability for power sensitive operations;

      o     Cogeneration  opportunities  that could  double the  overall  system
            efficiency and save money through use of existing  hydrogen  streams
            and with standard hydrogen plants;

      o     Sell excess electricity to the electric power grid,  reducing energy
            bills and potentially  introducing a  previously-unrealized  revenue
            stream;  o Enhanced  environmental  performance  and public image by
            generating and consuming  environmentally  clean power and renewable
            power in the case of landfill gas-derived hydrogen; and

      o     Whole-system  efficiency and  insulation  from  electricity  and gas
            price  volatility in which integrated fuel cell  cogeneration  units
            provide base load power for operations in low-margin industries.

               Energy companies  offering  distributed  generation  products and
services, such as utilities and independent power producers, are also attractive
customers  for  HydroGen.  These  customers  can benefit from the  advantages of
large-scale cogeneration noted above, by owning fuel cell systems, situating the
systems at end-use  facilities,  and selling power and heat to the end-customer.
Utilities can capture some of the benefits of on-site  generation and still pass
the remaining benefits on to their end-customers.

               Utility and independent power producer  customers also benefit by
additional  benefits  of on-site  fuel cell  power  systems,  including:

      o     Grid support and capacity  expansion  by bringing  capacity  on-line
            faster and cheaper than possible with centralized power plants;

      o     Satisfy   state-mandated   restructuring   standards   that  require
            utilities to derive an increasing percentage of their overall energy
            portfolio  from fuel cells and other  environmentally  clean  energy
            technologies;

      o     Differentiation  from  other  energy  service  companies  and retain
            revenues   that  may  otherwise  be  lost  on  the  basis  of  using
            environmentally better sourced power such as landfill and wastewater
            treatment plant gas, qualifying such systems as renewable energy;

      o     Streamlined  local permitting  process and avoided costs of NOx, SOx
            emission  permits;  and

      o     Reduced dependence on foreign oil and exposure to price volatility.

               Two benefits to utility and independent power producer  customers
warrant  further  discussion:  the  influence  of the fuel  cell  system  on the
transmission and distribution  networks,  and the effect on load leveling of the
power purchase prices of power distribution companies.

                                       33
Transmission  and  distribution  networks  are  often  old,  less
reliable,   and  in  many  places  of  insufficient  capacity.  New  industrial,
commercial and residential areas, where more power is needed than was originally
planned,  turn out to be bottlenecks in the grid. New  permissions to extend the
above-ground  networks  take time,  if they are at all granted,  and  subsurface
lines cost about 10 times more per mile than the above-ground lines. As more and
more  people in the world  move to urban  areas,  this  described  problem  will
further increase over time. Distributed generation,  with power-stabilizing fuel
cells, can strengthen the existing grid, and avoid extension of the transmission
and distribution networks. This can provide significant,  monetizable advantages
to the local utility.

               Utilities   can  benefit  from  having  a  high   percentage   of
distributed generation in the 'mix' of their power production and purchase, with
flexible contracts with industrial and larger commercial customers, allowing the
utilities to reduce the  dependence  on  purchasing  high- priced power from the
power exchange during peak periods.  As an example,  utilities in Western Europe
have  remote  control  on the  distributed  generation  systems,  located at the
customers' premises,  but can choose (within  contractually agreed upon periods)
when part of the power produced is fed back into the grid, and when the power is
actually used at the location. To do this properly requires a carefully balanced
mix of distributed  generation joint ventures or cooperation  contracts,  spread
over several target  groups.  As an example,  some utilities in the  Netherlands
operate  a mix of  larger  combined  cycle and gas  turbine  plants in  chemical
plants,  paper  factories,   and  larger  series  of  smaller  co-generators  in
greenhouses,  providing them with cheap  distributed  generation power when they
otherwise  would need  expensive  peak  purchases.  This effect on 'leveling the
utility's load curve' is important for system reliability.

Developmental Background of the HydroGen Owned Technology

               The fuel cell technology that HydroGen owns and has rights to use
was originally developed by the Advanced Energy Systems division of Westinghouse
Electric  Corporation  under a  Department  of  Energy  sponsored  research  and
development  program  during  the  1980s  and  early  1990s.  During  this  time
Westinghouse had two fuel cell research and development programs, one focused on
solid oxide fuel cells (SOFCs) and one on the  phosphoric  acid fuel cell (PAFC)
modules.  While  both  the SOFC and PAFC  programs  obtained  extensive  Federal
funding, in 1993 the PAFC program was determined to be commercial-ready, and its
DOE funding stream was  discontinued.  At that point in time,  Westinghouse  had
developed the module designs and  manufacturing  plans, and it had constructed a
manufacturing facility and working prototype module. HydroGen believes that over
$150,000,000 was spent on these efforts for air-cooled PAFC development.

               In  the  early  to  mid  1990's  Westinghouse  was  under  severe
financial  strain  related to large real estate  losses.  Westinghouse  chose to
retain the SOFC program which was  continuing to receive  Federal  funding,  and
sell the PAFC technology, related intellectual property, and pilot manufacturing
facility  to a private  investor.  The  investor  was Fuel Cell  Corporation  of
America.  Upon the acquisition of the PAFC  technology and related assets,  Fuel
Cell Corporation began a United States Department of Defense funded project with
Gilbert-Commonwealth  to install a prototype  demonstration  plant in Johnstown,
PA. Fuel Cell  Corporation  also won a World Bank competition to conduct a study
sponsored  by the  Romanian  Ministry of Industry  to assess  sitting  fuel cell
plants using waste gas generated by chemical  process plants in the chlor-alkali
industry. In 2001, Fuel Cell Corporation and certain individuals decided to form
HydroGen  LLC,  to which  Fuel Cell  Corporation  assigned  all of its fuel cell
technology assets.

                                       34
HydroGen Fuel Cell Technology

               Management  believes that phosphoric acid fuel cell technology is
the most logical fuel cell for commercial,  large scale stationary  applications
of greater than 100kW.  This  position is supported by the fact that  management
believes United  Technologies  Corporation and Fuji Electric have delivered over
300 units  using this type of fuel cell to the  field,  serving  the  commercial
cogeneration  market  segment of 100-1,000kW  with packaged power plants.  These
delivered plants have demonstrated the reliability and performance of stationary
fuel cells, and established PAFC as the leading stationary fuel cell type.

               HydroGen's  technology is an air-cooled PAFC module. This cooling
methodology is different than those currently  deployed in the marketplace which
use a water cooled fuel cell.  Management  believes  that  air-cooling  the PAFC
offers a number of advantages over the  water-cooled  systems offered by others.
Air-cooled  stacks are simpler to build and operate  than those cooled by water,
because they  require  only air to be  channeled to the graphite  plates to take
away the waste heat generated with the electric power  production.  This reduces
the number of steps in the manufacturing of the fuel cell stacks.  Additionally,
water-cooled  stacks have experienced  corrosion  problems with the high surface
area-to volume ratio of the cooling tubes interlaced  within the graphite plates
that carry the water for heat rejection. HydroGen's air-cooled PAFC stacks avoid
these problems.

               HydroGen's core technology  centers on the 400kW fuel cell module
which is comprised of 4*100kW stacks within one pressure  vessel.  The fuel cell
stack technology and configuration have been indicated as successfully tested by
Westinghouse  in over 125,000 hours of stack testing and over 2,000,000 hours of
smaller scale testing.  The anticipated  lifetime for HydroGen's first 4-6 MW of
stacks is 40,000 hours.

               Expected  product  attributes and performance of HydroGen's 400kW
fuel cell technology are summarized below:

      o     Capacity: 400kW (NG) net output

      o     Efficiency:   40%  (complete  system  with  hydrogen  plant)  -  43%
            (H2-available)

      o     Fuels: Steam-reformed NG, clean H2 (H2 plant or byproduct)

      o     Cogeneration:  Up to  70psia  steam  @  360(degree)F  (fuel  cells);
            1,000psia+ (H2 plant)

      o     Net water: Up to 800 gal/hour for 10MW system

HydroGen PAFC Fuel Cell Systems Approach

               The  systems  approach of  HydroGen  in its PAFC  technology  and
systems are unique in two respects: air-cooled stack design and "unbundled" fuel
processing.  Management  anticipates  that  these  characteristics  will  enable
HydroGen to produce and deliver  fuel cell  systems  less  expensively  than its
customers and will have a commercially  acceptable  reliability  rating.  Future
systems may include  integrated  plant designs,  but only after we have achieved
desired system reliability and cost.

                                       35
Management believes that the air-cooled design of HydroGen's PAFC
modules makes it  considerably  simpler and cheaper to manufacture the fuel cell
stacks.  Air-cooled stacks are inherently a simpler technology than those cooled
by water, as they only require air to be channeled to the graphite plates.  This
reduces  the  number  of steps in the  manufacturing  of the fuel  cell  stacks.
Additionally,  corrosion  and water  discharge/clean-up  problems  are  negated,
lengthening  the  useful  life of the fuel cell  stacks and  reducing  operating
costs.  HydroGen  fuel cell systems can also be sited in remote arid areas since
they do not require the use of water for waste heat rejection. The fuel cells in
fact produce water as a byproduct.  These air-cooled,  water-generating features
may help drive  further  adoption of  HydroGen's  PAFC plants as regional  water
scarcity issues become more prevalent globally.

               HydroGen also takes  advantage of the fact that the 400kW modules
do not include an on-board fuel processing  system  (hydrogen  plant).  HydroGen
builds  complete  PAFC power  plants in the 6-30 MW range based  presently  on a
standard  building block of a 2MW 'power island' (each of which consists of five
(5) 400kW modules) that is unbundled from the hydrogen source. The power islands
will combine the HydroGen  air-cooled PAFC module  technology and  standardized,
state-of-the-art  balance of plant  equipment  with only few custom  components.
HydroGen's  business  model  focuses  initially on  applications  where there is
existing  hydrogen   infrastructure  -  for  example  by-product  hydrogen  from
industrial  activity  associated  with the  production  of chlorine,  industrial
gases,  and  ammonia - to supply  hydrogen  to our PAFC  power  plants.  In such
applications capital and fuel costs are reduced, as little or no fuel processing
is required.

               In utility and  cogeneration  applications  where hydrogen is not
available,  HydroGen intends to install a standard, hydrogen plant sized for the
application.   Hydrogen   plants  are  a  mature  and   robust   technology   in
multi-megawatt  equivalent  sizes,  used  for  decades  in  petroleum  refining,
chemicals, and food industries,  with many suppliers, proven reliability and low
cost.  Using the  HydroGen  'unbundled'  approach,  management  believes it will
achieve low system  costs by  deploying  its fuel cell  systems  using  standard
hydrogen  technology and existing  hydrogen  infrastructure  This approach is in
contrast to other manufacturers of low and intermediate  temperature fuel cells,
which target smaller applications of 100-1,000kW with packaged power plants. The
cost  structure of these  alternative  installations  suffers  from  significant
diseconomies  of scale from  integrating  the hydrogen plants with the fuel cell
stacks.

HydroGen Manufacturing Facilities

               HydroGen  currently  occupies  facilities in Jefferson  Hills, PA
(near Pittsburgh),  and operates them as a pilot manufacturing  plant.  HydroGen
currently   occupies   approximately   30,000   square  feet  of  space  in  the
manufacturing  plant. The current facility includes production equipment for the
electrodes, graphite plates, stacks, and various non repeating components of the
fuel  cells  and  fuel  cell  stacks.  Management  is  evaluating  other  nearby
properties,  which may offer superior  facilities and permit more flexible plant
layout and  expansion  potential.  Management  plans to use some of its  current
working  capital  to make our  manufacturing  facilities  fully  operational  at
2MW/year capacity.  Later management  intends to expand the production  capacity
incrementally to a 4-5 MW/year  capacity,  which expansion  management  believes
will only require a minimal amount additional capital investment.  The long-term
business  plan for  HydroGen is to expand  production  by deploying an automated
manufacturing  plant capable  initially of producing 25MW (62 modules) per year,
and later 100MW (250 modules) per year. HydroGen has floor plans and preliminary
designs,  which will be modified and modernized under a development program that
is part of the anticipated  scope of work  associated with the current  business
plan.

                                       36
HydroGen Manufacturing Activities

               HydroGen plans to engage in two distinct  types of  manufacturing
activities:   the  manufacturing  of  PAFC  modules,  and  the  contracting  and
construction  of fuel cell power  plants.  These will be two entirely  different
processes with respect to logistics,  value-chain analysis,  and balance between
in-house  activities and outsourcing /  subcontracting.  The organization of the
company must be able to handle both  processes  in parallel and  simultaneously.
There will be,  therefore,  two  independent  organizational  structures  within
HydroGen.

               HydroGen's core operational activity will be the manufacturing of
400kW PAFC  modules  from raw  materials at its  manufacturing  facilities  near
Pittsburgh,  Pennsylvania.  Every  important  manufacturing  step  will  be done
in-house, and gradual changes over time will be limited to production automation
steps. With  manufacturing and quality analysis and quality control  procedures,
the  production  process will provide a certain yield of PAFC cells,  stacks and
modules, which after testing can be transported as ready-to-install modules into
the field sites.

               Management  expects to engage in  subcontracting  and outsourcing
fuel cell stack  components  once the  manufacturing  process is fully  mastered
internally,  once the  in-house  know-how  is on a  superior  level,  and  after
partners or  subcontractors  have been identified who can perform the same steps
better and cheaper at the same time.

HydroGen Engineering Contracting Activities

               When the PAFC modules  arrive in the field,  they will have to be
incorporated with the balance-of-plant  equipment (including a complete hydrogen
plant in applications without available hydrogen) to construct an operating fuel
cell power plant at the customer's  site.  These tasks will require a management
approach similar to that in the chemical and power plant contracting businesses.
A main contractor will assume, under direct management of HydroGen staff (mainly
under a lump-sum-turnkey contract), the ultimate responsibility for building the
fuel cell power plant, and installing,  testing and  commissioning  the complete
plant at the customer  site.  This  process  will  require  project and contract
management  by  HydroGen  and  will  require  special  staff  and  high  quality
procurement and managers.  The risks of this approach will be different from the
manufacturing  risks,  since here most of the actual work will be  performed  by
third parties under contract.

               HydroGen has in its  executive  and  technology  management  team
persons who have  experience  with most  aspects of both the  manufacturing  and
engineering contracting processes, and demonstrated  organizational capabilities
in these critical areas.

HydroGen Marketing

               HydroGen's  business  model  plan  calls  for it to  sell  6-30MW
turn-key power plants,  based on a standardized  2MW power island  consisting of
five of HydroGen's  400kW  modules.  Additionally,  HydroGen plans to attempt to
generate  recurring  revenues  from  the  sale  of  operations  and  maintenance
services,  and  ongoing  lease  revenues  for the 400kW  modules,  which must be
replaced after approximately 40,000 hours of generation.

                                       37
HydroGen   will  engage  in  marketing   efforts   early  in  its
implementation of the business plan because its products  represent a disruptive
technology.  Because of the nature of its  product,  the  decision  process of a
customer is expected to require substantial educative efforts and a multi-tiered
decision process within the management of a customer.  HydroGen will use its own
personnel for the early phases of its marketing  program and has staff currently
in place. HydroGen is in discussions with potential users of the fuel cells with
several generators of by-product hydrogen.

Intellectual Property

               HydroGen owns certain rights and manufacturing assets for the 400
kW,  air-cooled  PAFC  technology  developed  in the 1980s  and  early  1990s by
Westinghouse.  As part of the DOE-Westinghouse program,  Westinghouse obtained a
revocable, non-exclusive license to use all technology developed pursuant to the
DOE sponsored program. In addition,  Westinghouse  undertook its own development
of module  designs and  manufacturing  plans,  and  constructed a  manufacturing
facility and working prototype module.  During this  manufacturing and prototype
program,  Westinghouse  privately  developed  recipes,  processes  and plans for
designing  and  manufacturing  phosphoric  acid fuel  cells.  That  intellectual
property,  maintained by Westinghouse as trade secrets,  has been transferred to
HydroGen along with all of  Westinghouse's  rights to the  technology  developed
under the DOE research and development program, and has since been maintained as
closely held  secrets.  HydroGen  also  employs some of the former  Westinghouse
engineers who developed the  technology,  and is in the process of  transferring
their knowledge base to a new team of engineers.

               Most  of  the  HydroGen  core  intellectual   property  has  been
maintained as trade  secrets,  which are kept in the form of drawings,  recipes,
process  descriptions  and  other  writings  in  its  files.  Westinghouse,  who
originally  developed the  technology and made the decision to maintain the core
technology in the form of trade  secrets,  subsequently  transferred  all of its
intellectual property related to the PAFC program,  including the trade secrets,
to Environmental  Energy Services,  Inc (EESI), the predecessor  company to Fuel
Cell  Corporation  of America  (FCA),  on or about March 31, 1993  pursuant to a
general  assignment  set  forth  in  the  asset  purchase  agreement.   FCA/EESI
maintained  these trade secrets,  until  ultimately  transferring  the assets to
HydroGen  in the fall of 2001.  HydroGen  has kept,  and  intends to continue to
keep, these secrets closely guarded,  distributing  them on a need to know basis
only,  and  implementing  strict  confidentiality  and non-use  agreements  when
disclosure is necessary.

               Although most of the core technology has been maintained as trade
secrets,  Westinghouse did, however,  apply for and receive patents from time to
time. These were all subsequently assigned to the DOE. The non-exclusive license
to use these  patents  has been  assigned,  through  Fuel Cell  Corporation,  to
HydroGen.  However  most of the DOE patents  have expired or were allowed by the
DOE to lapse. The DOE did, however,  maintain four key patents,  which remain in
effect today.  HydroGen has submitted an application to the DOE for an exclusive
license for the patents. The application  currently is under DOE review process,
which  included a 30 day public  comment  period  before the DOE could grant the
exclusive  license.  The DOE and HydroGen are negotiating the terms of a license
for  the  continued  use  of the  patents  to  which  HydroGen  currently  has a
non-exclusive license.

                                       38
The four maintained DOE patents are as follows:
-----------------  --------------------------------------------------------  ----------------------------------------
    Patent No.                 Subject Matter of Patent                                  Expiration date
-----------------  --------------------------------------------------------  ----------------------------------------
4978591       Corrosion Free Phosphoric Acid Fuel Cells                                 9/2009
-----------------  --------------------------------------------------------  ----------------------------------------
     4732822       Fuel Cell Acid Supply System                                              5/2006
-----------------  --------------------------------------------------------  ----------------------------------------
     4853301       Fuel Cell Plates with Skewed Process Channels                             2/2006
-----------------  --------------------------------------------------------  ----------------------------------------
     5096786       Integral Edge Seal for Phosphoric Acid Fuel Cells                         9/2009
-----------------  --------------------------------------------------------  ----------------------------------------
HydroGen,  for the time being,  will  continue  the  Westinghouse
policy of using trade secrets as the principal mode to protect its  intellectual
property.  As HydroGen makes improvements to the existing technology or develops
new technology,  HydroGen will re-evaluate this policy, and determine an optimal
combination of patent and closely-held trade secret protection.

Competition

               HydroGen faces  competition  from a number of different  sources.
Indirectly,  there is  competition  from the current  producers of  electricity,
including  the  major  power  producers,  transmission  companies  and  existing
co-generation  sources,  and from  combustion  turbines that are used to produce
electric  power,  and there is direct  competition  from other producers of fuel
cells, albeit based on different technologies.

               The current electric producers all have existing facilities,  are
part of the  current  power grid and have an  established  market  presence.  In
addition,  to  terminate  or modify the supply  relationship  with some of these
suppliers,  the customer  must pay  termination  fees for long term  contractual
arrangements  or fees for  remaining  a user of grid  electricity  on a  back-up
basis.  These fees will be taken into account  when  evaluating  an  alternative
source of electricity.

               The HydroGen PAFC module systems face  competition from incumbent
distributed   generation   technologies   with  similar   performance  and  size
characteristics,   specifically   internal  combustion  engines  and  combustion
turbines.  This  technology has a long operating and service support history and
low installed  costs,  and currently  they have a substantial  market  position.
HydroGen  will  compete  with  these  technologies   largely  on  the  basis  of
efficiency,  high  reliability  and  availability,  low to  zero-emissions,  low
maintenance-intensity, modularity, fuel source diversity, and an ability to make
direct  use  of  by-product  hydrogen  from  industrial  processes.   The  power
reliability  issue is of particular  value as the HydroGen fuel cell system will
provide  significant  redundancy;  for a 10MW system, for example, 25 individual
400 kW fuel  cell  modules  are used.  If one  module  fails or has  maintenance
issues, the other fuel cells will continue to run, thereby  maintaining the vast
majority of the plant's rated power production.

               Although it is  projected  that fuel cells of all kinds will gain
market share in time, the incumbent technologies of power plants,  co-generation
sources and internal  combustion engines and the producers of these technologies
and power  sources  using them are very  strongly  entrenched  and hold a highly
defensible and dominant share of the market for electricity production. HydroGen
will  attempt to meet this  competition  by creating and  maintaining  strategic
partnerships  and achieving cost reductions in its  technologies to make it more
attractive as an alternative source. Also, HydroGen will seek applications where
the fuel cell is the more logical  solution in operation such as locations where
the electric grid is not readily available.

                                       39
HydroGen also faces  competition  from  producers of water cooled
fuel  cells.  Two  leading  manufacturers  of this type of fuel cell are  United
Technologies  Corporation  and Fuji  Electric.  Both of these  companies  have a
proven track record, substantial resources and a large number of installed power
plants using the technology. Additionally, in the future, HydroGen may also face
competition  from producers of molten  carbonate fuel cells and solid oxide fuel
cells.  These  latter  two  technologies  are not  expected  to be  commercially
available at competitive prices for at least a decade. Currently it is estimated
that molten carbonate fuel cells cost approximately  $10,000 per kW and are only
available in 250kW and 1MW units.  The solid oxide fuel cell units are also only
available  in  units up to  300kW  and  costs  are  estimated  to be at least as
expensive as molten carbonate  systems.  These types of fuel cells all currently
have design and operational  issues that make them more expensive to manufacture
and operate and overall  make them  compare  less  favorably  to air cooled PAFC
modules.

               In the  future,  HydroGen  may also have to compete  with  proton
exchange membrane technology. Currently this is a fuel cell developed for mobile
applications,  but it is anticipated  that this  technology  will be deployed in
stationary  applications.  This technology  operates at a lower  temperature and
efficiency than the PAFC module stacks and requires relatively pure hydrogen for
the stakes. The proton exchange membrane  technology also suffers from a shorter
production  life.  Overall,  currently  they do not  appear  to be suited to the
larger-sized base load applications that HydroGen plans to target.

               HydroGen  intends to compete with its other fuel cell competitors
on the  basis  that its  technology  is  commercially  ready  and  there are few
manufacturers of PAFC modules.  It will also compete on the basis of a price per
kW installed  for PAFC modules being  substantially  less than other fuel cells,
its reliability,  efficiency and lower maintenance.  It will also compete on the
basis of the large  amount of resources  previously  used to develop the PAFC by
Westinghouse and the United States government,  and the fact that it is close to
the  manufacturing  stage of  development  rather  than still in the period when
there will have to be substantial further research and development.

Properties

               The company currently occupies  approximately  30,000 square feet
of  manufacturing  and office space in Jefferson  Hills,  Pennsylvania.  At this
location the company  maintains its  headquarters,  development  facilities  and
manufacturing  and testing  facilities.  This space is rented from JTC Holdings,
LLC on a  month-to-month  lease.  The rent is currently under  negotiation,  but
management  expects  that  effective  April 01,  2005 the  monthly  rent will be
approximately  $13,500.  This  facility is leased from an affiliate of Fuel Cell
Corporation which is a greater than 5% shareholder of Chiste.

Employees

               The company has  approximately 20 full time employees.  The chief
executive officer, Mr. Leo Blomen, a resident of the Netherlands is employed for
at least  50% of his  business  time.  Of the  full-time  employees  there are 7
executive  and office  persons,  the  remainder  technical  staff.  The  company
believes  it has  good  relations  with  its  employees,  and  none of them  are
represented by unions.

                                       40
SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

               The  following  table sets forth  certain  information  regarding
Chiste's common stock beneficially owned on July 8, 2005, after giving effect to
the  exchange  transaction,  the  HydroGen  private  placement,  and the private
placement of Preferred Shares to institutional  investors by Chiste for (i) each
stockholder  known  to  be  the  beneficial  owner  of 5% or  more  of  Chiste's
outstanding  common stock, (ii) each executive  officer and director,  and (iii)
all  executive  officers  and  directors as a group on a  pre-Reverse  Split and
post-Reverse  Split  basis,  and  assuming  (i) all  options  granted to Messrs.
Schecter and Wilshire are fully vested,  and (ii) the  exclusion of  outstanding
2,400,000  warrants of Chiste which  expired June 30, 2005.  The table assumes a
total of 194,748,788 and 7,789,952  shares of Chiste's common stock  outstanding
on a pre- and post-Reverse Split basis, respectively, and on a fully diluted and
a Preferred Shares as-converted basis.
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
    Name of Beneficial Owner             Amount of Beneficial Ownership  Amount of Beneficial Ownership       Percent of Beneficial
                                               (Pre-Reverse Split)            (Post-Reverse Split)                   Ownership
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Leo Blomen(1)                                    10,289,639                        411,586                          5.53%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Joshua Tosteson(1)                               13,577,416                        543,097                          7.29%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Scott Schecter(1), (2)                            5,148,647                        205,946                          2.72%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Scott Wilshire(1), (3)                            2,144,200                        85,768                           1.14%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
FuelCell Holdings, LLC(4)                        18,936,132                        757,445                          10.17%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Pequot Capital Management, Inc.(5)               19,157,813                       1,214,479                         10.29%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
SAC Capital Associates, LLC(6)                    9,803,646                        392,146                          5.27%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Security Management Company, LLC(7)              39,214,769                       1,568,591                         21.06%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
Keating Reverse Merger Fund, LLC(8)               7,545,000                        301,800                          3.87%
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado  80111
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
All Executive Officers and Directors
as a group (four persons)                        31,159,902                       1,246,396                         16.30%
---------------------------------------  ------------------------------  ------------------------------  ---------------------------
* Less than 0.01%.

(1)   c/o 1801 Route 51 South, Jefferson Hills, Pennsylvania 15025.

(2)   Includes options to purchase  2,726,682 shares Chiste's common stock at an
      exercise  price of $0.182  per share on a  pre-Reverse  Split  basis,  and
      options to purchase  109,067 shares  Chiste's  common stock at an exercise
      price of $4.538 per share on a post-Reverse Split basis.

(3)   Includes options to purchase  2,049,362 shares Chiste's common stock at an
      exercise  price of $0.182  per share on a  pre-Reverse  Split  basis,  and
      options to purchase  81,974  shares  Chiste's  common stock at an exercise
      price of $4.538 per share on a post-Reverse Split basis.

                                       41
(4)   FuelCell Corporation of America has an address at 3201 Enterprise Parkway,
      Suite 460, Beachwood, Ohio 44122. Mr. Saul Siegel has investment authority
      over these shares.

(5)   Shares  beneficially  owned by Pequot Capital  Management,  Inc. represent
      66,150  shares of Series B Preferred  Stock held of record by Pequot Scout
      Fund, L.P. and 37,209 shares of Series B Preferred Stock held of record by
      Pequot Mariner Master Fund, L.P. Pequot Capital Management, Inc., which is
      the   investment   manager  to  the  above  named  funds   exercises  sole
      dispositive,  voting and  investment  power for all the shares.  Arthur J.
      Samberg is the sole  shareholder  of Pequot Capital  Management,  Inc. and
      disclaims  beneficial  ownership  of the shares  except for his  pecuniary
      interest.

(6)   S.A.C.  Capital Associates,  LLC has an address at 158 Victoria House, The
      Valley,  Anguilla,  BWI.  S.A.C.  Capital  Advisors  LLC  has  the  voting
      authority over these shares.

(7)   Security  Management  Company,  LLC is the  investment  advisor to (a) SBL
      Fund,  Series J. (b)  Security Mid Cap Growth  Fund,  (c) Security  Equity
      Fund, Mid Cap Values Series, and (d) SBL Fund, Series V (collectively, the
      "Funds").  Each of the Funds is an investment company registered under the
      Investment  Company Act of 1940, as amended.  The securities listed in the
      table  above are  owned by the  Funds.  As  investment  advisor,  Security
      Management  Company,  LLC may be deemed to be the beneficial owner of such
      securities.

(8)   Keating  Reverse Merger Fund, LLC is not owned by or affiliated with Kevin
      R. Keating and disclaims any beneficial interest in the shares of Chiste's
      common stock owned by Kevin R. Keating.  Keating  Reverse Merger Fund, LLC
      has the right to nominate a director of Chiste.

                                       42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               Pursuant to a Disposition of Collateral and Settlement  Agreement
dated June 30, 2003, Aztore Holdings,  Inc.  ("Aztore") acquired and disposed of
all Dyna-Cam engine business assets in a negotiated transaction.

               Chiste  entered  into an  agreement  with Jack E. Dahl,  a former
President. Under this agreement, as a result of the Asset Disposition,  Mr. Dahl
was paid a cash fee of $50,000  plus 20,000  shares of common  stock in complete
settlement of all his claims on our books at that time.  Mr. Dahl resigned as an
officer  and  director  on July 2, 2003 and waived  his stock  options by mutual
agreement.  As a result of the Asset  Disposition,  effective June 30, 2004, all
outstanding  shares of Series A Preferred  Shares were  converted  into  111,292
shares of common  stock and the entire  class of Series A  Preferred  Shares was
retired.

               Immediately  following the Asset  Disposition,  Aztore reinstated
and  amended  the line of  credit  ("LOC")  reducing  the  amount  of the LOC to
$250,000  effective June 30, 2003. On August 30, 2003,  Aztore agreed to further
amend the LOC to increase  the LOC to $800,000  and extend the maturity to March
31, 2006.

               An  Existing   Stockholder  Rights  Agreement,   wherein  certain
stockholders were granted anti-dilution and certain other rights, was terminated
effective June 30, 2003.

               As part of the Asset Disposition,  all stock options issued under
our Equity  Incentive Plan was terminated by mutual  agreements and  settlements
effective June 30, 2003. The Equity Incentive Plan remains in force.

               On July 1, 2004,  Aztore,  PHL, Ms. Wilks and Mr. Palmer  entered
into a Purchase and Settlement  Agreement  whereby PHL, Ms. Wilks and Mr. Palmer
sold all of their ownership  interests in the Company to Aztore. The purchase of
these shares gave Aztore controlling ownership as of July 1, 2003.

               As part of the Asset  Disposition,  the Purchaser  required us to
change our name from Dyna-Cam Engine Corporation. On April 2, 2004, at a special
meeting  our  stockholders  voted to change our name to Chiste  Corporation.  In
addition, stockholders approved the Reverse Split.

               On May 3,  2004,  as an  inducement  to KRM Fund to enter  into a
Securities Purchase Agreement ("SPA"),  Chiste agreed to settle the aggregate of
$725,925 of Secured Notes due Aztore under the Amended LOC Agreement,  including
$44,918 of accrued interest,  by issuing Aztore a New Secured Note for $664,500.
This  Settlement  Agreement  also  released  Chiste from all future  amounts due
Aztore,  which Aztore has earned or may earn, including investment banking fees,
warrant exercise fees and any other fees and  reimbursements  under its Advisory
Agreement.  As  another  condition  of this  settlement,  Aztore  assumed  other
liabilities  totaling $42,030 ("Other  Liabilities") and agreed to indemnify and
hold Chiste  harmless from claims,  expenses and or liabilities  relating to the
Other Liabilities.

               On May 4, 2004,  pursuant to the SPA,  Chiste sold to KRM Fund an
aggregate of 800,000  shares of common stock at a price of $0.10 per share for a
total  purchase  price of  $80,000.  Concurrently,  KRM Fund  purchased  the New
Secured Note from Aztore,  which KRM Fund  immediately  converted into 6,645,000
shares of common stock.

                                       43
In order to fund Chiste's working capital needs, on May 27, 2004,
Chiste sold to KRM Fund 100,000  shares of common  stock at a purchase  price of
$0.10 per share, for an aggregate consideration of $10,000.

               On May 27,  2004,  400,000  shares of Chiste's  common stock were
issued to Kevin R. Keating,  our sole officer and director,  as compensation for
services valued by Chiste at $40,000.

               On June 10,  2004,  Chiste  entered  into a  contract  with  Vero
Management,  LLC ("Vero") for managerial and administrative  services.  Vero has
not been  engaged  to  provide,  and Vero does not  render,  legal,  accounting,
auditing,  investment banking or capital formation services. Kevin R. Keating is
the manager of Vero. The term of the contract is for one year. In  consideration
of the  services  provided,  Vero will be paid  $1,000  for each  month in which
services are rendered.

               Kevin R.  Keating,  is the  father  of the  principal  member  of
Keating Investments, LLC. Keating Investments, LLC is the managing member of KRM
Fund, which is the current majority stockholder of Chiste.  Keating Investments,
LLC is also the  managing  member  and 90% owner of Keating  Securities,  LLC, a
registered  broker-dealer.  Kevin R. Keating is not  affiliated  with and has no
equity interest in Keating Investments, LLC, KRM Fund or Keating Securities, LLC
and disclaims  any  beneficial  interest in the shares of Chiste's  common stock
owned by KRM Fund.  Similarly,  Keating  Investments,  LLC, KRM Fund and Keating
Securities,  LLC  disclaim  any  beneficial  interest  in the shares of Chiste's
common stock currently owned by Kevin R. Keating.

               At or prior to the  closing  of the  Exchange,  Chiste  will also
enter into a certain financial advisory agreement with Keating  Securities,  LLC
("Keating  Securities"),   a  registered  broker-dealer,   under  which  Keating
Securities will be compensated by Chiste for its advisory  services  rendered to
Chiste in connection  with the Exchange.  The  transaction  advisory fee will be
$325,000, with the payment thereof being subject to the closing of the Exchange.
Keating  Securities,  LLC is an  affiliate  of  Keating  Investments,  LLC,  the
managing member of KRM Fund, our current controlling stockholder.

               HydroGen leases the Jefferson Hills,  Pennsylvania  manufacturing
and office  facilities  from a  corporation  that is an  affiliate  of Fuel Cell
Corporation and is controlled by Saul Siegal. Fuel Cell Corporation is a greater
than 5% shareholder of Chiste. The lease is on a month-to-month basis and may be
terminated on 30-days notice. HydroGen pays approximately $13,500 per month.

               Other than the above  transactions or otherwise set forth in this
Schedule  or in any  reports  filed by Chiste  with the SEC, we have not entered
into any material transactions with any director, executive officer, and nominee
for director,  beneficial  owner of five percent or more of our common stock, or
family members of such persons.

Item 9.01      Financial Statements and Exhibits.

               (a) Financial statements of business acquired.

                             Audited Financial Statements of HydroGen, LLC as of
December 31, 2004, and for the years ended December 31, 2004 and 2003.

                                       44
The Unaudited Financial Statements of HydroGen, LLC
as of March 31, 2005,  and for the quarters  ended March 31, 2005 and 2004,  and
for the period from inception (November 11, 2001) through March 31, 2005.

               (b) Proforma financial statements of business acquired.

                             Proforma Financial  Statements are not required due
to this transaction being accounted for as a recapitalization of HydroGen, LLC.

               (c)           Exhibits

                                4.1   Certificate of Designations,  Preferences,
                                      Rights   and   Limitations   of  Series  B
                                      Convertible  Preferred  Shares  of  Chiste
                                      Corporation (Filed herewith)

                                10.1  Financial Advisory Agreement dated July 6,
                                      2005,  between  Chiste  Corporation.   and
                                      Keating Securities, LLC (Filed herewith)

                                10.2  Exchange   Agreement    (Incorporated   by
                                      reference  from  Exhibit  2.2 of Form  8-K
                                      filed May 18, 2005 by Registrant)

                                10.3  Voting  Agreement  Form among  Registrant,
                                      holders  of  Preferred  Shares  and others
                                      (Filed herewith)

                                10.4  Employment  Agreement  -  Joshua  Tosteson
                                      (Filed herewith)

                                10.5  Employment   Agreement  -  Scott  Schecter
                                      (Filed herewith)

                                10.6  Employment   Agreement  -  Scott  Wilshire
                                      (Filed herewith)

                                10.7  Employment  Agreement - Greg Morris (Filed
                                      herewith)

                                10.8  Option  Agreement - Scott Schecter  (Filed
                                      herewith)

                                10.9  Option  Agreement - Scott Wilshire  (Filed
                                      herewith)

                                10.10 Option    Agreement   -   Greg      Morris
                                      (Incorporated  by  reference  from Exhibit
                                      10.7 on Form 8-K dated July 7, 2005)

                                10.11 Form of General  Investor  Stock  Purchase
                                      Agreement,   including   voting  agreement
                                      (Filed herewith)

                                10.12 Form of Preferred  Shares  Investor  Stock
                                      Purchase   Agreement   for   institutional
                                      investors (Filed herewith)

                                10.13 Preferred  Shares  Investor   Registration
                                      Rights    Agreement   for    institutional
                                      investors (Filed herewith)

                                10.14 Code of Ethics (Filed herewith)

                                10.15 Stock Option Plan (Filed herewith)

                                99.1  Press Release announcing the Closing filed
                                      on July 8, 2005.

                                       45
SIGNATURES

               Pursuant to the  requirements  of the Securities  Exchange Act of
1934, Chiste  Corporation has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                Chiste Corporation

Date:  July 11, 2005                            By: /s/ Joshua Tosteson
                                                    --------------------------
                                                    Joshua Tosteson, President

                                       46
INDEPENDENT AUDITOR'S REPORT

To the Members
HydroGen, L.L.C.

We have  audited the  accompanying  statement  of  operations  and cash flows of
HydroGen  L.L.C.  (a development  stage company) for the year ended December 31,
2003 and the  statement of members  deficiency  for the period from November 11,
2001  (inception) to December 31, 2001 and the years ended December 31, 2002 and
2003.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements of Hydrogen L.L.C.  referred to above
present fairly, in all material respects,  the results of its operations and its
cash flows for the year ended December 31, 2003 in conformity with United States
generally accepted accounting principles.

Saltz, Shamis & Goldfarb, Inc.
Akron, Ohio

February 20, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members
HydroGen, L.L.C.

We  have  audited  the  accompanying  balance  sheet  of  HydroGen,   L.L.C.  (a
development stage company) as of December 31, 2004 and the related statements of
operations,  members'  deficiency and cash flows for the year then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of HydroGen L.L.C. as of December
31, 2004 and the results of its  operations and its cash flows for the year then
ended in conformity with United States generally accepted accounting principles.

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

March 11, 2005,  except for the second paragraph of Note 10 which is as of April
1, 2005,  the third and fourth  paragraphs of Note 10 which is as of May 6, 2005
and the first paragraph of Note 10 which is as of July 7, 2005.
HYDROGEN, L.L.C. (A Development Stage Company)
BALANCE SHEET

                                                       MARCH 31,    DECEMBER 31,
                                                         2005          2004
                                                      -----------   -----------
                                                      (unaudited)
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                           $   954,173   $ 1,230,056

  Other current assets                                     76,210         2,515
                                                      -----------   -----------

     TOTAL CURRENT ASSETS                               1,030,383     1,232,571
                                                      -----------   -----------

  Property and equipment, net                               7,630         4,415
                                                      -----------   -----------

    TOTAL ASSETS                                      $ 1,038,013   $ 1,236,986
                                                      ===========   ===========

LIABILITIES AND MEMBERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts payable and accrued expenses              $   288,213   $   289,974
   Note payable, related parties                          617,360       617,360
   Convertible notes payable, net of discount
      of $262,073 and $387,839 at March 31, 2005 and
      December 31, 2004 respectively                    1,737,927     1,242,161
                                                      -----------   -----------

    TOTAL CURRENT LIABILITIES                           2,643,500     2,149,495
                                                      -----------   -----------

MEMBERS' DEFICIENCY                                    (1,605,487)     (912,508)
                                                      -----------   -----------

TOTAL MEMBERS' DEFICIENCY AND LIABILITIES             $ 1,038,013   $ 1,236,986
                                                      ===========   ===========

        See accompanying notes to the financial statements
HYDROGEN, L.L.C. (A Development Stage Company)
STATEMENTS OF OPERATIONS
NOVEMBER 11, 2001
                                                                                                     (INCEPTION)
                                                                                                      THROUGH
                                           FOR THE QUARTERS ENDED         FOR THE YEARS ENDED         MARCH 31,
                                                  MARCH 31,                   DECEMBER 31,              2005
                                         --------------------------    --------------------------  (not covered by
                                            2005            2004          2004           2003     auditors' reports)
                                         -----------    -----------    -----------    -----------    -----------
                                         (unaudited)    (unaudited)
REVENUES                                 $        --    $        --    $       767    $    40,765    $    96,660
                                         -----------    -----------    -----------    -----------    -----------

COSTS AND EXPENSES
   Cost of revenue                                --             --            443          1,254          1,780

   General and administrative expenses       641,913        180,210      1,639,462        191,881      2,634,372
                                         -----------    -----------    -----------    -----------    -----------

TOTAL COSTS AND EXPENSES                     641,913        180,210      1,639,905        193,135      2,636,152
                                         -----------    -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS                        (641,913)      (180,210)    (1,639,138)      (152,370)    (2,539,492)
                                         -----------    -----------    -----------    -----------    -----------

    Interest income                            5,719             --          1,164             --          6,883

    Interest expense                        (261,698)        (5,219)       (96,680)       (10,758)      (372,983)
                                         -----------    -----------    -----------    -----------    -----------

NET LOSS                                 $  (897,892)   $  (185,429)   $(1,734,654)   $  (163,128)   $(2,905,592)
                                         ===========    ===========    ===========    ===========    ===========
See accompanying notes to the financial statements
HYDROGEN, L.L.C. (A Development Stage Company)
STATEMENTS OF CASH FLOWS
NOVEMBER 11, 2001
                                                                                                                     (INCEPTION)
                                                           FOR THE QUARTERS ENDED         FOR THE YEARS ENDED          THROUGH
                                                                  MARCH 31,                   DECEMBER 31,          MARCH 31, 2005
                                                        --------------------------    --------------------------   (not covered by
                                                           2005            2004          2004            2003     auditors' reports)
                                                        -----------    -----------    -----------    -----------    -----------
                                                        (unaudited)     (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                              $  (897,892)   $  (185,429)   $(1,734,654)   $  (163,128)   $(2,905,592)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation                                                576             --            491             --          1,067
    Amortization of discount on convertible notes           229,163             --         67,669             --        296,832
    Members' interests issued for compensation              101,516         87,551        638,830             --        740,346
    Changes in operating assets and liabilities
      (Increase) decrease in other current assests          (73,694)            --            485         32,835        (76,210)
      (Decrease) increase in accounts payable and
       accrued expenses                                      (1,761)        26,401        185,980         53,782        288,213
                                                        -----------    -----------    -----------    -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                      (642,092)       (71,477)      (841,200)       (76,511)    (1,655,344)
                                                        -----------    -----------    -----------    -----------    -----------

CASH FLOW FROM INVESTING ACTIVITIES
  Purchase of property and equipment                         (3,791)        (2,947)        (4,905)            --         (8,697)
                                                        -----------    -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Members' capital contributions                                 --             --             --             --            854
  Proceeds from notes payable, related parties                   --         74,500        445,710         75,435        617,360
  Proceeds from issuance of convertible notes payable
   including amount allocated to equity component           370,000             --      1,630,000             --      2,000,000
                                                        -----------    -----------    -----------    -----------    -----------
NET CASH PROVIDED BY FINANCING
  ACTIVITIES                                                370,000         74,500      2,075,710         75,435      2,618,214
                                                        -----------    -----------    -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    $  (275,883)   $        76      1,229,605         (1,076)       954,173

CASH AND CASH EQUIVALENTS, beginning of period            1,230,056            451            451          1,527             --
                                                        -----------    -----------    -----------    -----------    -----------
CASH AND CASH EQUIVALENTS, end of period                $   954,173    $       527    $ 1,230,056    $       451    $   954,173
                                                        ===========    ===========    ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURES

Cash paid for interest                                           --             --             --             --             --
                                                        -----------    -----------    -----------    -----------    -----------
See accompanying notes to the financial statements
HYDROGEN, L.L.C. (A Development Stage Company)
STATEMENTS OF MEMBERS' DEFICIENCY
Deficit
                                                        Members'       Equity     Accumulated
                                          Members'     Interests    Component of  During the        Total
                                          Capital      Issued for   Convertible   Development      Members'
                                       Contributions  Compensation     Notes         Stage        Deficiency
                                        -----------   -----------   -----------   -----------    -----------
Balance, November 11, 2001
    (Inception)                                  --            --            --            --             --

Capital contributed                     $       854            --            --   $        --    $       854

Net loss                                         --            --            --        (5,564)        (5,564)

                                        -----------   -----------   -----------   -----------    -----------
Balance, December 31, 2001 (a)          $       854   $        --   $        --   $    (5,564)   $    (4,710)
                                        -----------   -----------   -----------   -----------    -----------

Net loss (a)                                     --            --            --      (104,354)      (104,354)

                                        -----------   -----------   -----------   -----------    -----------
Balance, December 31, 2002 (a)          $       854   $        --   $        --   $  (109,918)   $  (109,064)
                                        -----------   -----------   -----------   -----------    -----------

Net loss                                         --            --            --      (163,128)      (163,128)

                                        -----------   -----------   -----------   -----------    -----------
Balance, December 31, 2003              $       854   $        --   $        --   $  (273,046)   $  (272,192)
                                        -----------   -----------   -----------   -----------    -----------

Members' interests issued
   for compensation                              --       638,830            --            --        638,830

Issuance of equity in connection with
    issuance of convertible notes                --            --   $   455,508            --        455,508

Net loss                                         --            --            --    (1,734,654)    (1,734,654)

                                        -----------   -----------   -----------   -----------    -----------
Balance, December 31, 2004              $       854   $   638,830   $   455,508   $(2,007,700)   $  (912,508)
                                        -----------   -----------   -----------   -----------    -----------

           (unaudited)
---------------------------------------
Vesting of members' interests
   issued for compensation                       --       101,516            --            --        101,516

Issuance of equity in connection with
    issuance of convertible notes                --            --       103,397            --        103,397

Net loss                                         --            --            --      (897,892)      (897,892)
                                        -----------   -----------   -----------   -----------    -----------

Balance, March 31, 2005                 $       854   $   740,346   $   558,905   $(2,905,592)   $(1,605,487)
                                        ===========   ===========   ===========   ===========    ===========
(a) Not covered by auditors' reports.

               See accompanying notes to the financial statements
HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004

NOTE 1 - DESCRIPTION OF THE COMPANY

The business of HydroGen,  L.L.C. (the "Company") commenced in November, 2001 to
conduct the business of designing and manufacturing  air-cooled  Phosphoric Acid
Fuel Cell ("PAFC") power generation systems. The term of the Company's existence
is ten years unless terminated earlier.

Company's Business

The Company is a  manufacturer  of  multi-megawatt  fuel cell systems  utilizing
proprietary  400-kilowatt (kW) phosphoric acid fuel cell (PAFC) technology.  The
technology was developed by Westinghouse Electric Corporation,  and was acquired
in 1993 by Fuel Cell Corporation of America ("FCA",) the Company's  predecessor.
In 2001,  FCA  assigned all of its  ownership  rights to the  technology  to the
Company (the assignment to the Company of patents and patent  applications is in
the process of being  registered  with the United  States  Patent and  Trademark
Office).

FCA  contributed  assets and PAFC  technology for a 55% interest in the Company.
Founding  management members received a 45% membership interest in the aggregate
for services to be rendered.  FCA,  under the  Operating  Agreement,  received a
distribution  preference  from the  Company  in the amount of $2.2  million.  On
January 27, 2004,  FCA and HMR, LP ("HMR") a  Connecticut  limited  partnership,
entered  into an option  agreement  granting  HMR the option to purchase  1/2 of
FCA's 54.083  membership  units.  On May 14, 2004, HMR acquired  27.042 of FCA's
units for  $2,350,000  under this  Option  Agreement.  Prior to  exercise of the
option by HMR,  FCA owned  53.683% of the  outstanding  membership  units of the
Company, and at December 31, 2004 FCA owned 23.284% of such membership units.

As a part of this  transaction  FCA  cancelled  its  $2.2  million  distribution
preference as provided for in the operating agreement with the Company. Further,
FCA agreed to lend the Company on an interest free basis  evidenced by a line of
credit note, a sum not to exceed $350,000.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Revenue is recognized when persuasive evidence of a sale exists, the product has
been  delivered,  the rights and risks of ownership have passed to the customer,
the price is fixed and determinable,  and collection of the resulting receivable
is  reasonably  assured.  For  arrangements  which include  customer  acceptance
provisions,  revenue is not  recognized  until the terms of acceptance  are met.
Reserves for sales returns and  allowances are estimated and provided for at the
time of shipment.
HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Cash Credit Risk

From time to time the Company maintains cash deposits with its principal bank in
excess of FDIC insured  limits.  The Company has not  experienced  any losses in
these accounts.

Advertising

Advertising costs are expensed as incurred.  The Company incurred no advertising
expense for the 3 months ended March 31, 2005 and 2004,  and for the years ended
December 31, 2004 and 2003 and the period from November 11, 2001  (inception) to
March 31, 2005, advertising expense was $389, $884 and $1,273, respectively.

Property and Equipment

Property and equipment are stated at cost.  Depreciation  is computed  using the
straight  line  method  over the  estimated  useful  lives of related  assets as
follows: computer and office equipment - five years; machinery and equipment and
leasehold improvements - seven years.

Research and Development Expenses

Research and  development  expenditures  are expensed as incurred.  Research and
development  expense for the 3 months  ended March 31, 2005 and 2004 and for the
years ended  December  31, 2004 and 2003 and the period from  November  11, 2001
(inception) to March 31, 2005, was approximately  $155,000,  $21,000,  $248,000,
$20,000 and $447,000, respectively.

Statements of Cash Flows

For  purposes  of the  statements  of cash  flows,  the  Company  considers  its
short-term cash investments,  which have an original maturity of three months or
less, to be cash equivalents.

Income Taxes

The  Company,  which is  organized  as a limited  liability  company in Ohio has
elected  to be  treated  as a  partnership  for  federal  and state  income  tax
purposes. In lieu of paying taxes at the company level, the members of a limited
liability  company  are  taxed on  their  proportionate  share of the  company's
taxable income. Therefore, no provision or liability for federal or state income
taxes has been included in the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results may differ from those estimates.
HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2005 and December
31, 2004.

                                      March 31,     December 31,
                                        2005           2004
                                      --------       --------
      Machinery and equipment         $296,250       $296,250
      Leasehold improvements             4,528          4,528
      Office equipment                  54,044         50,253
                                      --------       --------
                                       354,822        351,031

      Less accumulated depreciation    347,192        346,616
                                      --------       --------
                                      $  7,630       $  4,415
                                      ========       ========

The net book value of significantly all of the above assets was transferred from
a related party at historical  cost (see Note 1) at the date of formation of the
Company.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At March 31, 2005 and December 31, 2004,  accounts  payable and accrued expenses
include the following:

                                  March 31,   December 31,
                                    2005         2004
                                  --------     --------
      Accounts payable            $110,284     $ 73,892
      Accrued consulting fees           --      100,000
      Accrued professional fees     15,000       35,000
      Accrued interest              76,132       43,616
      Other                         86,797       37,466
                                  --------     --------
                                  $288,213     $289,974
                                  ========     ========
HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 5 - CONVERTIBLE NOTES AND CAPITAL STRUCTURE

Convertible Notes

The Company has completed a $2,000,000 private placement of securities  whereby,
for each $10,000  received,  it issued  investment units consisting of a $10,000
convertible  note and a .045 membership  unit. At December 31, 2004, the Company
had received  $1,630,000 of the investment  units and subsequent to December 31,
2004, the Company received the remaining $370,000.

The  convertible  note  bears  interest  at the rate of 6% per  annum and may be
converted  to a  membership  unit of the  Company on the basis of .045 units per
$10,000 of convertible amount.

The convertible  notes may be converted into membership units at any time before
either a public or private  placement of at least $10.0 million of the Company's
securities.  If not converted or otherwise  repaid or redeemed,  the convertible
notes are payable in full including  accrued  interest on June 30, 2005. A value
of $455,508 has been allocated to the issuance of membership  units. This amount
is  reflected  as a  discount  to the  convertible  notes  payable  and is being
amortized  over the life of the loan. For the 3 months ended March 31, 2005, and
for the year ended  December 31, 2004,  $296,833 and $67,669 have been amortized
to the debt component and included as additional interest expense, respectively.

NOTE 6 - OPERATING LEASE

Through January,  2005, the Company  subleased its  manufacturing  facility on a
month to month basis. In February,  2005, an entity  controlled by a significant
shareholder of the Company ("Significant  Shareholder") purchased the industrial
complex that includes this facility. The Company is currently in negotiations to
sign a lease on this or another  property.  The Company  expects to increase the
amount of space it  currently  rents from  approximately  10,500  square feet to
35,000-40,000 square feet.

Rent  expense was $8,460 for each of the 3 months ended March 31, 2005 and 2004,
and  $33,842  for each of the years ended  December  31, 2004 and 2003.  For the
period from November 11, 2001  (inception)  to March 31, 2005,  rent expense was
$113,840.
HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 7 - DEVELOPMENT STAGE OPERATIONS, RISKS AND UNCERTAINTIES

The Company  commenced  operations  on November 11,  2001,  with the transfer of
assets and PAFC technology from Fuelcell  Corporation of America,  the Company's
then  majority  member.  The  Company  was  formed  to  commercialize  the  PAFC
technology developed by Westinghouse Corporation. In addition to the technology,
the Company owns the  manufacturing  assets for  production of  commercial-ready
400-kw air-cooled modules.

The  Company is at an early  stage of  business  development.  As a result,  the
Company is subject to all the risks  inherent  in starting a new  business.  The
Company has neither sold nor  installed  any fuel cell systems in its  operating
history.  The Company is dependent on the proceeds of a planned equity financing
to construct, develop and operate its first power station. The Company's ability
to market  its  products  and  related  technology  and to obtain  research  and
development  contracts depend, in part, on its ability to attract and retain key
scientific and management personnel. Market acceptance of fuel cells and related
products is still uncertain.  In addition,  acceptance of the Company's products
will be  determined in large part by the Company's  ability to  demonstrate  the
safety and  efficiency,  cost  effectiveness  and  performance  features of such
products.  The Company may encounter significant  competition in the markets for
its products.  Many of the Company's  competitors and potential  competitors may
have  substantially  greater  resources,  including  capital,  name recognition,
research  and   development   experience   and   manufacturing   and   marketing
capabilities.

The Company has  suffered  recurring  losses from  operations  and has a deficit
accumulated during the development stage. The accompanying  financial statements
have been prepared in conformity with accounting  principles  generally accepted
in the United States of America which contemplate continuation of the Company as
a going  concern.  There is  substantial  doubt that the Company will be able to
continue  as a going  concern.  The  ultimate  continuation  of the  Company  is
dependent on obtaining additional financing and attaining profitable operations.

NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Convertible Notes Payable, and Notes Payable to Related Parties

Management estimates the carrying amounts of the note payable to related parties
to  approximate  fair value due to the short term nature of the  agreements.  We
estimate the fair value of the  convertible  notes payable to approximate  their
principal amounts due to the short term nature of the agreements.
HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 9 - RELATED PARTY TRANSACTIONS AND EQUITY ISSUED IN EXCHANGE FOR SERVICES

The  Significant  Shareholder  has provided  short-term  working  capital  loans
evidenced  by  promissory  notes from the  Company.  These  notes are payable on
demand and accrue interest at 8% per annum. Outstanding borrowings were $267,360
as of December 31, 2004. Additionally,  the Significant Shareholder has provided
an  interest  free line of credit to the Company of  $350,000,  all of which was
drawn and was also outstanding at December 31, 2004. The Significant Shareholder
has agreed that,  upon repayment of the $350,000  non-interest  bearing note, he
will forgive the principal  balance of the  interest-bearing  loans by $150,000.
For the 3 months ended March 31, 2005 and 2004, and for the years ended December
31, 2004 and 2003, interest expense to the Significant Shareholder  approximated
$5,300,  $3,900,  $19,900  and  $14,600,  respectively.  At March  31,  2005 and
December 31, 2004,  approximately $39,800 and $34,500 of accrued interest to the
Significant  Shareholder is included in Accounts payable and accrued expenses on
the Company's Balance Sheet, respectively.

Additionally,  the Company made payments to a company  owned by the  Significant
Shareholder for laboratory and administrative  support services,  which amounted
to less than  $1,000  for the 3 months  ended  March 31,  2005 and for the years
ended  December  31, 2004 and 2003.  At March 31, 2005 and December 31, 2004 the
Company had an open  payable  balance to this  company in the amount of $17,023,
which is included in accounts  payable and accrued  expenses in the accompanying
balance sheets.

The  Company  and HMR are  parties  to an  agreement  dated  June 30,  2004 that
provides for the payment to HMR of fees totaling $100,000 payable over a 5-month
period beginning in September,  2004, in  consideration of financial  consulting
services.  Additionally,  the  Company  has  issued  to HMR 4 LLC  Units  in the
Company,  subject to a 12-month vesting schedule through January 2005. The value
of the LLC Units is being  charged to expense at the fair value of the LLC Units
at the date of vesting.

The Company has granted to two  individuals  an aggregate of 5.278 LLC Units for
services to be rendered,  subject to a 12 month vesting schedule. One individual
received 2.0 LLC Units in January,  2004,  and is fully vested in those units at
December 31, 2004. The second individual  received 3.278 LLC Units in June, 2004
and, at March 31, 2005 and December 31, 2004, has a 75% and 50% vested  interest
in those units, respectively. The value of the LLC Units at the date of issuance
are being charged to expense ratably over the vesting period.

The vested  portion of these units  through March 31, 2005 and December 31, 2004
has been  included in general and  administrative  expenses for the three months
ended March 31, 2005 and for the year ended December 31, 2004, respectively.

Subsequent  to year end the  Company  issued  options to certain  employees  and
advisors  for an  aggregate  of 12.22  Membership  Units.  The  options  have an
exercise price of $121,500 per unit, and vest over a 36 month period.
HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 10 - SUBSEQUENT EVENTS

Effective  February 23, 2005, the Company  entered into a Non-Binding  Letter of
Intent ("LOI") with Chiste Corporation, a Nevada corporation ("Chiste"), setting
forth the preliminary terms by which Chiste will acquire the Company.  Chiste is
a reporting  company  under the  Securities  and Exchange  Act of 1934,  and its
shares of common  stock are traded on the OTC Bulletin  Board.  On July 7, 2005,
the Company and Chiste consummated a definitive  exchange  agreement  ("Exchange
Agreement") whereby Chiste acquired all the membership  interests of the Company
("LLC  Units")  outstanding  as of the closing  date by an exchange of shares of
Series B Preferred  Stock for LLC Units.  The Preferred  Stock has voting rights
equivalent  to its voting  rights on an as  converted  basis.  The Company  will
remain a wholly  owned  limited  liability  company of Chiste,  and  continue to
conduct its current  business  operations.  The Series B Preferred Stock will be
converted into common stock of Chiste once the  shareholders of Chiste approve a
reverse  split  of the  common  stock.  Prior  to the  closing  of the  Exchange
Agreement,  HydroGen raised gross proceeds of approximately  $6,500,000  through
the sale of membership  units.  In addition,  in  connection  with the exchange,
Chiste  sold  211,569   preferred  shares  to  an  institutional   investor  for
$7,000,000.  The  shareholders of Chiste prior to this  transaction now own on a
fully diluted, as converted basis common shares amounting to approximately 5% of
the  common  stock of  Chiste,  and the  holders  of  Company  LLC Units and new
investors will hold approximately 95% of the outstanding common stock on a fully
diluted,  as converted basis.  Chiste is obligated to register for resale shares
of common stock of certain  holders into which the Series B Preferred  Stock may
be converted  (not later than the longer of 90 days after the Closing or 45 days
after the filing by the Company of the  financial  statements of the Company and
Chiste  on a  combined  basis  in a Form  8-K or  other  periodic  report).  The
transaction will be accounted for as a recapitalization of the Company.

As  described  in Note 4, the Company has  outstanding  $2,000,000  in principal
amount of  convertible  notes which bear interest at 6% per annum.  Although the
conversion rate is $222,222 per membership  unit of the Company,  as part of the
transactions  described  above and to encourage  conversion of the Bridge Notes,
the Company  extended an offer to the holders of the bridge notes to convert the
outstanding  principal  for  units  in the  Company  at the  conversion  rate of
$125,000 per Unit. The Company estimates that the amount of accrued interest due
if all the  notes  convert  is  approximately  $69,000.  All of the  notes  were
subsequently converted.
HYDROGEN, L.L.C.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 (The period from November 11, 2001, inception,
                    through December 31, 2004 is unaudited)
                (The information relating to the quarters ended
                     March 31, 2005 and 2004 is unaudited)
                                DECEMBER 31, 2004
                                    CONTINUED

NOTE 10 - SUBSEQUENT EVENTS - CONTINUED

In May,  2005, the Company  amended an agreement  with a consultant  whereby the
Company  agreed to pay the  consultant  for  services to be rendered  for the 12
month period  beginning  November,  2004, by granting the  consultant  3.888 LLC
Units.  The Company did not  recognize  any expense for this  issuance for the 3
months  ended  March 31,  2005 and for the year ended  December  31,  2004,  but
expects to recognize approximately $335,000 in consultancy expense in the second
quarter of 2005.

Related to the amended agreement with a consultant, described above, the Company
issued  1.287 LLC Units to certain  members who elected not to be diluted by the
LLC  Units  issued  to  the   consultant.   The  Company  expects  to  recognize
approximately  $110,000 in expense in the second quarter of 2005 related to this
issuance.