þ ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~3250 Mary~~7901 4th Street ~~#303, Miami,~~ N STE #4174, St Petersburg, Florida ~~33133~~33702

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ☐No¨☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesþ☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨☐Noþ☒

The number of shares outstanding of the registrant’s classes of common stock as ~~of May 2, 2019~~September 27, 2021 was ~~90,394,683~~139,578,193 shares.

The information contained in this Report, including in the documents incorporated by reference into this Report, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our Company and management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the offering on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date hereof.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with our financial statements and the related notes included in this Report.


								March 31,				December 31,
	March 31, 2019			December 31, 2018				2021				2020
	(Unaudited)							(Unaudited)
ASSETS
CURRENT ASSETS:
Prepaid expenses	$	2,325		$	—

CURRENT ASSETS
Cash							$	105,256			$	12,047
Accounts receivable								52,761				52,761
Deferred cost								350,000				350,000
Prepaid expenses and other current assets								87,133				14,184
TOTAL CURRENT ASSETS		2,325			—				595,150				428,992

TOTAL ASSETS	$	2,325		$	—			$	595,150			$	428,992

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	890,266		$	861,222			$	777,461			$	902,226
Due to affiliate (Note 5)		280,427			298,313
Convertible loan payables (Note 6)		684,825			586,825
Deferred revenue								550,000				550,000
Convertible loans payable, net of discounts (Note 6)								32,156				149,241
Due to officers (Note 5)		2,069,255			1,994,168				114,843				84,676
Derivative liability								663,223				310,641
TOTAL CURRENT LIABILITIES		3,924,773			3,740,528			$	2,137,683			$	1,996,784

COMMITMENTS AND CONTINGENCIES (Note 7)
COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' DEFICIT:
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, no shares issued and outstanding in March 31, 2019 and December 31, 2018, respectively		—			—
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 88,113,933 and 87,913,933 shares issued and outstanding in March 31, 2019 and December 31, 2018, respectively		88,114			87,914
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, 9,780,976 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively								9,781				9,781
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 135,057,615 and 123,316,886 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively								135,057				123,316
Common stock subscriptions								20,000				1,504,000
Additional paid in capital		7,219,662			7,187,862				18,087,109				16,153,038
Accumulated deficit		(11,230,224	)		(11,016,304	)			(19,791,979	)			(19,357,927	)
Accumulated other comprehensive loss								(2,501	)			—
TOTAL STOCKHOLDERS' DEFICIT		(3,922,448	)		(3,740,528	)			(1,542,533	)			(1,567,792	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,325		$	—			$	595,150			$	428,992

See accompanying notes to the condensed ~~consolidated~~d financial statements (unaudited).


	For the Three Months Ended							For the Three Months Ended
	March 31,							March 31,
	2019			2018				2021				2020

GENERAL and ADMINISTRATIVE EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES
Marketing fees							$	165,188			$	—
Professional fees								57,002				67,484
Officers’ salaries and payroll taxes								75,000				80,738
Other general and administrative expenses								8,292				7,285
Management fees to affiliate	$	75,000		$	75,000				—				75,000
Officers’ salaries and payroll taxes		80,738			80,738
Professional fees		47,185			35,250
Travel and entertainment		2,900			1,928				—				33
Other general and administrative expenses		3,201			7,713
TOTAL GENERAL and ADMINISTRATIVE EXPENSES		209,024			200,629				305,482				230,540

LOSS FROM OPERATIONS		(209,024	)		(200,629	)			(305,482	)			(230,540	)

OTHER EXPENSE
Interest and Other expense, net		(4,896	)		(1,444	)
TOTAL OTHER EXPENSE		(4,896	)		(1,444	)
OTHER INCOME (EXPENSE)
Change in fair value of derivative liability								310,348				322,948
Interest expense								(438,918	)			(103,707	)
TOTAL OTHER INCOME (EXPENSE)								(128,570	)			219,241

LOSS BEFORE TAXES		(213,920	)		(202,073	)			(434,052	)			(11,299	)

TAXES		—			—				—				—

NET LOSS	$	(213,920	)	$	(202,073	)		$	(434,052	)		$	(11,299	)

Loss per share - Basic and diluted	$	(0.00	)	$	(0.00	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments								(2,501	)			—
TOTAL OTHER COMPREHENSIVE LOSS								(2,501	)			—

Weighted average number of shares outstanding - Basic and diluted		87,998,377			87,652,841
COMPREHENSIVE LOSS								(436,553	)			(11,299	)

Net loss per common share - Basic and diluted							$	(0.00	)		$	(0.00	)

Weighted average number of common shares outstanding - Basic and diluted								129,783,492				95,546,644

See accompanying notes to the condensed ~~consolidated~~ financial statements (unaudited).

Condensed ~~Consolidated Statement~~Statements of Changes in Stockholders’ Deficit


					Additional					Total													Common Stock						Additional							Accumulated Other			Total
	Common Stock				Paid-in		Accumulated			Stockholders'			Preferred Stock					Common Stock					Subscriptions						Paid-in			Accumulated				Comprehensive			Stockholders'
	Shares		Amount		Capital		Deficit			Deficit			Shares			Amount		Shares			Amount		Shares			Amount			Capital			Deficit				Loss			Deficit

BALANCE AT DECEMBER 31, 2018		87,913,933	$	87,914	$	7,187,862	$	(11,016,304	)	$	(3,740,528	)
BALANCE AT DECEMBER 31, 2019													—		$	—		93,462,483		$	93,462		—		$	—		$	7,491,197		$	(11,944,919	)		$	—		$	(4,360,260	)
Common and preferred stock issued to satisfy accrued payroll to officers													3,780,976			3,781		2,044,190			2,044		—			—			2,232,175			—				—			2,238,000
Conversion of debt													—			—		691,522			692		—			—			37,808			—				—			38,500
Conversion of interest and fees													—			—		46,789			47		—			—			2,573			—				—			2,620
Derivative settled upon conversion of debt													—			—		—			—		—			—			23,940			—				—			23,940
Reclassification of equity to liability for derivatives													—			—		—			—		—			—			(54,159	)		—				—			(54,159	)
Net loss													—			—		—			—		—			—			—			(11,299	)			—			(11,299	)
BALANCE AT MARCH 31, 2020													3,780,976		$	3,781		96,244,984		$	96,245		—		$	—		$	9,733,534		$	(11,956,218	)		$	—		$	(2,122,658	)

BALANCE AT DECEMBER 31, 2020													9,780,976		$	9,781		123,316,886		$	123,316		10,040,000		$	1,504,000		$	16,153,038		$	(19,357,927	)		$	—		$	(1,567,792	)
Sale of common stock		200,000		200		31,800		—			32,000			—			—		471,433			471		200,000			20,000			139,550			—				—			160,021
Common stock issued for services													—			—		500,000			500		—			—			164,500			—				—			165,000
Common stock issued to satisfy convertible loans payable													—			—		690,606			691		—			—			65,309			—				—			66,000
Common stock issued for interest and fees on convertible loans payable													—			—		38,690			39		—			—			3,402			—				—			3,441
Derivative liability settled upon conversion of loans payable													—			—		—			—		—			—			67,350			—				—			67,350
Common stock issued on subscriptions													—			—		10,040,000			10,040		(10,040,000	)		(1,504,000	)		1,493,960			—				—			—
Net loss		—		—		—		(213,920	)		(213,920	)		—			—		—			—		—			—			—			(434,052	)			—			(434,052	)
BALANCE AT MARCH 31, 2019 (Unaudited)		88,113,933	$	88,114	$	7,219,662	$	(11,230,224	)	$	(3,922,448	)
Other comprehensive loss													—			—		—			—		—			—			—			—				(2,501	)		(2,501	)
BALANCE AT MARCH 31, 2021													9,780,976		$	9,781		135,057,615		$	135,057		200,000		$	20,000		$	18,087,109		$	(19,791,979	)		$	(2,501	)	$	(1,542,533	)

See accompanying notes to the condensed ~~consolidated~~ financial statements (unaudited).

~~Eurosport Active World~~Energy and Water Development Corp. ~~(formerly Eagle International Holdings Group Inc.”)~~ (the “Corporation”, “Company”~~, “EIH”~~ or ~~“EAWC”~~“EAWD”), was incorporated under the laws of the State of Florida on ~~August 23, 2000.~~December 12, 2007. In September 2019, the Company changed its name from Eurosport Active World Corp. to Energy and Water Development Corp. to better present the Company’s purpose and business sector. We are an engineering services company formed as an outsourcing green tech platform, seeking to exploit renewable energy and water technologies.

The condensed ~~consolidated~~ financial statements (unaudited) include the accounts of ~~Eurosport Active World~~Energy and Water Development Corp. ~~and its wholly-owned subsidiaries Powermax Energy, Powermax Green Technologies, GEM, Swiss Green Solutions and African Sunlight~~, and have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018~~2020 filed with the SEC.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements of ~~Eurosport Active World~~Energy and Water Development Corp. for the fiscal year ended December 31, ~~2018~~2020, have been omitted.

Certain reclassifications have been made in ~~Fiscal 2018~~December 31, 2020 results to conform to the presentation used in ~~Fiscal 2019.~~March 31, 2021 including the reclassification of $10,040,000 from additional paid-in capital to subscriptions on the condensed balance sheets and condensed statements of changes in stockholders’ deficit. These reclassifications had no effect on the reported results of operations of the Company.

The United States dollar (“USD”) is the Company’s reporting currency. The Company has a branch located in Germany. The net sales generated, and the related expenses directly incurred from the operations, if any, are denominated in local currency, Euro (“Euro”). The functional currency of the subsidiary is generally the same as the local currency.

Assets and liabilities measured in Euros are translated into USD at the prevailing exchange rates in effect as of the financial statement date and the related gains and losses, net of applicable deferred income taxes, are reflected in accumulated other comprehensive loss in its balance sheets. Income and expense accounts are translated at the average exchange rate for the period. The Company has not, to the date of these condensed financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

The preparation of condensed financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the condensed financial statements include estimates relating to the determination of impairment of assets, assessment of going concern, the useful life of property and equipment, the determination of the fair value of stock-based compensation, and the recoverability of deferred income tax assets.

Effective January 1, 2019, the Company adopted ASC 842- Leases (“ASC 842”). The lease standard provided a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease; did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right-of-use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (facilities).

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable.

The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has $105,256 and $12,047 cash at March 31, 2021 and December 31, 2020, respectively.

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services.

To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company has not generated any revenues to date.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

Described below are the three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities,

Level 2 – Observable prices that are based on inputs not quoted on active markets, but corroborated by market data,

Level 3 – Unobservable inputs are used when little or no market data is available.

The application of the three levels of the fair value hierarchy under ASC Topic 820-10-35, our derivative liabilities as of March 31, 2021 and December 31, 2020, were $663,223 and $310,641, respectively and measured on Level 3 inputs.

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts derivative financial instruments to fair value on a recurring basis. The fair value for other assets and liabilities such as cash, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, deferred cost and deferred revenue have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its indebtedness approximates fair value based on current yields for debt instruments with similar terms.

The Corporation accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10, “Earnings Per Share”, which establishes the requirements for presenting earnings per share (“EPS”). FASB ASC Topic No. 260 - 10 requires the presentation of “basic” and “diluted” EPS on the face of the statement of operations. Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method. When a loss from operations exists, potential common shares are excluded from the computation of diluted EPS because their inclusion would result in an anti-dilutive effect on per share amounts.

For the three months ended March 31, ~~2019 and 2018,~~2020, an aggregate of 2,200,000 stock options to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive. These stock options expired as of March 31, 2021.

~~In addition, as~~As discussed more fully in Note 6, convertible note holders have the option of converting their loans into common shares ~~commencing on February 19, 2019,~~subject to the ~~completion of an approved S-1 registration of its common shares.~~terms and features offered by the specific convertible notes. Some ~~lenders~~note holders were also granted ~~the right~~purchase options to purchase additional shares ~~however these rights expired as~~subject to the features of ~~June 13, 2018. The above~~each purchase option. If the convertible note holders of unexercised convertible notes exercised their conversion feature ~~represents a potential for 6,787,350~~ and ~~4,741,750~~the additional purchase options, they would represent 2,708,091 and 8,575,622 in additional common shares at March 31, ~~2019~~2021 and ~~2018,~~2020, respectively. The potential shares from both the conversion feature and the rights to purchase additional shares were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive.

The Company has recorded deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of March 31, 2021 and December 31, 2020, unamortized deferred financing costs were $30,510, and $0, respectively and are netted against the related debt.

~~Eurosport Active World~~A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as:

The Company´s Distributor EAWC-TV, placed a $550,000 order for a solar powered atmospheric water generator (“AWG”) for one of its customers. EAWC-TV and the Company on December 13, 2019, agreed to accept a $303,742 reduction in the balance owed by EAWD to EAWC-TV as a deposit with EAWD related to this order. The deposit will be satisfied through delivery of the equipment when performance has occurred. The equipment was built in Germany. EAWC-TV has an unpaid balance on the equipment of $52,761, which represents the entire balance of the Company´s outstanding accounts receivables as March 31, 2021.

Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Corporation’s future ~~consolidated~~ financial statements. The following are a summary of recent accounting developments.

In ~~February~~June 2016, the FASB issued ASU ~~2016-02,~~2016-13, Financial Instruments – Credit Losses to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to ~~increase transparency and compatibility among organizations by recognizing lease assets and lease liabilities~~fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the ~~balance sheet~~Company’s financial statements and ~~disclosing key information about leasing arrangements.~~disclosures.

On January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic ~~842 affects any entity~~740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not have a material impact on the Company’s condensed financial statements.

In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that ~~enters into a lease, with some~~are currently accounted for as derivatives because of specific ~~scope exceptions. The~~settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in ~~this update supersedes Topic 840,~~~~Leases.~~ ~~The core principle of Topic 842 is that a lessee should recognize~~cash or shares impact the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.diluted EPS computation. For public ~~companies, the amendments in this update are~~business entities, it is effective for fiscal years beginning after December 15, ~~2018,~~2021, including interim periods within those fiscal years using the fully retrospective or modified retrospective method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The ~~adoption~~Company is currently evaluating the potential impact of ~~ASU No. 2016-02 will have no material impact~~this standard on ~~our~~its financial statements.

In ~~June 2018,~~May 2021, the FASB issued ASU ~~2018-07,~~~~“Improvements~~No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”), which will clarify and reduce diversity in practice. Specifically, the new standard includes a recognition model comprising four categories of transactions and corresponding accounting treatment for each category. The category that would apply to ~~Non-Employee Share-Based Payment Accounting”~~a modification or an exchange of an equity-classified warrant would depend on the substance of the modification transaction (e.g.,~~which simplifies~~ a financing transaction to raise equity versus one to raise debt). This recognition model is premised on the idea that the accounting for ~~share-based payments granted to non-employees for goods and services by expanding~~ the ~~scope~~transaction should not differ from what it would have been had the issuer of ~~ASC Topic 718, “~~~~Compensation – Stock Compensation”.~~ ~~The guidance is~~the warrants paid cash instead of modifying the warrants. ASU 2021-04 will be effective for ~~public companies for fiscal years, and interim fiscal periods within those~~ fiscal years beginning after December 15, ~~2018.~~2021 and interim periods within those fiscal years. Early adoption is permitted. This ASU will be applied prospectively to modifications or exchanges occurring on or after the effective date of the ASU. The Company ~~does not believe that~~is currently evaluating the ~~adoption of ASU 2018-07~~impact this new guidance will have ~~a significant impact~~ on ~~the Company’s consolidated~~its condensed financial statements.

The ~~Corporation~~Company delivered its first equipment on December 26, 2020 pursuant to an equipment sale agreement and will record the sale once the installation is complete. Once installed, the Company will record a sale for $550,000 along with associate $350,000 cost of construction, earning $200,000 gross profit. The Company has ~~yet to commercialize its products and consequently has generated no revenue, incurring~~incurred operating losses since ~~inception (June 24, 2005)~~it began operations (December 2012) totaling ~~$11,230,224~~$19,791,979 at March 31, ~~2019.~~2021. During the three months ended March 31, ~~2019,~~2021, the Corporation incurred net losses of ~~$213,920.~~$434,052. The Company also incurred a working capital deficit of ~~$3,922,448~~$1,542,533 at March 31, ~~2019.~~2021.

~~These factors raise substantial doubt regarding the Corporation’s~~The Company’s ability to transition to profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business and availability to sufficient resources.

Management expects sales operations to continue ~~as a going concern.~~to expand. If necessary, the Company will need to raise additional funds during 2021. Management of the Company intends to raise additional funds through the issuance of equity securities or debt, credit lines or advances from suppliers. The ability of the ~~Corporation~~Company to continue as a going concern depends upon its ability to generate sales or obtain additional funding to finance operating losses until the Corporation is profitable. ~~The Corporation expects to be financed through equity capital, debt financing or from deposits related to purchases orders on proposals pending customer acceptance.~~

InThese factors raise substantial doubt about the ~~event the Corporation does not generate sufficient funds from issuance of common stock, debt financing or purchase orders, it may be unable~~Company’s ability to ~~fully implement its business plan and pay its obligations~~continue as ~~they become due, any of which circumstances would have~~ a ~~material adverse effect on its business prospects, financial condition, and results of operations.~~going concern. The accompanying ~~consolidated~~condensed financial statements do not include any adjustments that might ~~result from~~be necessary if the ~~outcome of these uncertainties.~~

~~Notes~~Company is unable to ~~the Condensed Consolidated Financial Statements (Unaudited)~~continue as a going concern.

Amounts due to officers as of March 31, ~~2019~~2021 and December 31, ~~2018~~2020 are comprised of the following:


Due to Officers
	2019		2018		2021		2020
	(Unaudited)				(Unaudited)
Ralph Hofmeier:
Unsecured advances due to officer	$	17,678	$	17,678	$	-	$	17,778
Accrued salaries		1,062,500		1,025,000		24,678		-
Total due to Ralph Hofmeier		1,080,178		1,042,678		24,678		17,778

Irma Velazquez:
Unsecured advances due to officer		38,577		38,490		52,665		66,898
Accrued salaries		950,500		913,000		37,500		-
Total due to Irma Velazquez		989,077		951,490		90,165		66,898
	$	2,069,255	$	1,994,168	$	114,843	$	84,676

Unsecured advances due to officers represent unreimbursed Corporation expenses paid by the officers on behalf of the Corporation. These advances are non-interest bearing and are due on demand.

Accrued salaries represent amounts accrued in accordance with the employment agreements for Mr. Hofmeier, the ~~Corporation’s~~Company’s President, Chief Executive Officer and Chairman of the Board, and Ms. Velazquez, the Company’s Chief Operating Officer ~~(see note 7)~~and Vice-Chairman. Mr. Hofmeier and Ms. Velazquez are also significant stockholders.

On December 18, 2020, the Company entered into a Settlement Agreement with each of Mr. Hofmeier and Ms. Velazquez whereby Mr. Hofmeier and Ms. Velazquez each agreed to receive 300,000 shares of its Series A Preferred Stock with a fair market value of $150,000 (collectively, the “Compensation Shares”). Compensation Shares are issued in full satisfaction of $150,000 accrued salary due the Employees, Mr. Ralph Hofmeier and Mrs. Irma Velazquez, MSc. simultaneously herewith, each employee received a one-time bonus of (i) 10,000,000 shares of its Common Stock with a fair market value of $1,500,000 and (ii)2,700,000 shares of its Series A Preferred Stock, with a fair market value of $1,350,000 (collectively the “Bonus Shares”).

Effective January 2017 the Company engaged EAWC Tecnologias Verdes, SA (“EAWC-TV”) to provide its management services, including disbursement processing for $25,000 per month totaling $300,000 annually. During the first quarter of 2017 and prior, EAWC-TV had been a borrower from EAWC. But starting in the second quarter of 2017 EAWC-TC began repaying EAWC. The balance due to at December 31, 2017 had decreased to $116,643. In April 2018, EAWC-TV completed the repayment of all funds previously borrowed from EAWC and continued to remit its own funds to EAWC suppliers on behalf of EAWC and in satisfaction of EAWC obligations to its suppliers. During the year ~~ending~~ended December 31, ~~2018,~~2020, EAWC-TV provided ~~$300,000~~$75,000 of paid services and $225,000 of accrued services plus ~~$3,620~~ $6,464 net in interest and remitted ~~$170,483~~$187,518 to vendors in satisfaction of ~~EAWC~~EAWD obligations. ~~EAWC~~EAWD also raised from investors and lenders and remitted ~~$20,000~~$445,865 to EAWC-TV. ~~The~~EAWD also executed several payments totaling $66,500 as a deposit on the equipment purchase and $124,352 which represent the final net balance in the D/T/F EAWC-TV account which was accounted for as a deposit for the customer’s purchase. In addition, EAWC-TV also functions as a distributor of EAWD product and as such, has placed a $550,000 order for a solar powered atmospheric water generator (“AWG”) for an EAWC-TV customer, which has been secured by EAWC-TV accepting a $303,742 reduction in the amount due to EAWC-TV ~~by EAWC at~~in exchange for a customer deposit with EAWD. The equipment was delivered on December 26, 2020. As of December 31, ~~2018~~2020, no amounts were due to the distributor as the deposit was ~~$298,313.~~satisfied out of proceeds from customer deposit.

In 2019, in addition to providing management services and disbursement processing to EAWD as described above, EAWC-TV also functions as a distributor of EAWD products and engineering services. EAWC-TV, having secured EAWD’s first customer, has placed a $550,000 order for a solar powered atmospheric water generator (“AWG”) for one of its customers. EAWC-TV and the Company on December 13, 2019 agreed to accept a $303,742 reduction in the balance owed by EAWD to EAWC-TV as a deposit with EAWD related to this order. The deposit will be satisfied through delivery of the equipment when performance has occurred. The equipment was built in Germany.

In 2020, manufacture of the unit was delayed due to Covid-19 related issues. The Company and EAWC-TV agreed as it had done in 2019, to clear the outstanding balances in the D/T/F EAWC-TV and the outstanding balance it carried in its accounts payable account for administrative services, which it did on December 26, 2020 which resulted in an additional down payment of $193,497. EAWC-TV has an unpaid balance on the equipment of $52,761, which represents the entire balance of the Company’s outstanding accounts receivables as of both March 31, 2021 and December 31, 2020.

On December 31, 2020, the Company recorded $1,500,000 as officer compensation and $4,000 in common stock subscriptions stock issuance transactions in process. The $4,000 is part of a pending stock sale for 40,000 shares that has been funded were issued on January 20, 2021. The $1.5 million is part of the bonus payment to officers authorized on December 18, 2020. The shares were issued as of March 31, 2021.

For the three months ended March 31, ~~2019, EAWC had paid $120,480 to EAWC-TV and EAWC-TV charged EAWC $75,000~~2021, the Company recorded $20,000 in ~~monthly management fees. In addition, EAWC-TV had~~common stock subscriptions for stock issuance transactions in process. The $20,000 was part of pending stock sales for 200,000 shares that has been funded and ~~paid on behalf~~was waiting issuance to complete the sale. Shares were issued within the period of ~~EAWC $24,278 to EAWC vendors~~April and ~~charged EAWC $3,316 in interest. The balance due to EAWC-TV by EAWC at March 31, 2019 was $280,427.~~August 2021.

As of March 31, ~~2019~~2021 and December 31, ~~2018,~~2020, the balance of convertible loans payable net of discount was $32,156 and $149,241, respectively. During the year ended December 31, 2020, the Company ~~had outstanding in aggregate $684,825 and $586,825, respectively, in convertible loans. The~~issued convertible loans ~~are due on demand unsecured, have no maturity date and are generally non-interest bearing although some~~in the aggregate principal amount of $468,500. The aggregate purchase price of the notes ~~have 2% interest.~~was $441,000 and the remaining $27,500 of principal represents the original issue discount. The ~~holders of the instrument have the option to convert these convertible loans into common stock at conversion prices ranging from $1.00 to $.10~~notes bear interest between 0% and 8% per ~~share.~~annum and all mature within one year. The embedded beneficial conversion feature ~~becomes exercisable commencing when the Company’s S-1 registration went effective on February 19, 2019.~~

The above debentures were determined to be solely debt without an equity portion as the Company has determined that these conversion options issued in 2018 and prior are not beneficial. As such, these convertible debentures have no equity portion and are presented as loans payables in the ~~financial statements.~~notes meet the definition of a derivative and requires bifurcation and liability classification, at fair value. The ~~transaction price for these loans payable reflects the~~ fair value of the ~~instruments issued.~~derivative liability as of the date of issuance was $1,609,895 and was recorded as a discount of the note.

The convertible loans were issued in several different forms as discussed below. During the three months ended March 31, 2021, the Company issued convertible loans in the aggregate amount of $404,000. The notes bear interest at 8% per annum and all mature within one year. The embedded beneficial conversion features in the notes meet the definition of a derivative and requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $730,280 and was recorded as a discount of the notes.

The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debentures and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Based on the various convertible notes described above, the fair value of applicable derivative liabilities on notes and change in fair value of derivative liability are as follows as of March 31, ~~2019~~2021 and December 31, ~~2018~~2020:

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the periods ended March 31, 2021 and December 31, 2020 is as follows:

The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations.

Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants and derivative liabilities:

There were no transfers between Level 1, 2 or 3 during the three months ended March 31, 2021 and 2020.

During the three months ended March 31, ~~2019,~~2021 and 2020, the Company issued two additional non-interest bearing notes totaling $98,000 which are convertible into 1,960,000 common shares at a $0.05 per share. These notes contained a beneficial conversion feature for a full discount. Further,recorded gains of $310,348 and $322,948, respectively, from the ~~Company also accepted requests to convert $265,825~~change in fair value of ~~notes into 2,280,750 common shares, which were issued on April 16, 2019.~~derivative liability.

Authorized: 500,000,000 shares of voting preferred stock with a par value of $0.001.

Authorized: 1,000,000,000 shares of voting common stock with a par value of $0.001.

During the three months ended March 31, ~~2019~~2021 the Company engaged in the following equity events:

Notes to ~~an investor, 200,000 common shares at a $0.16 per share for a total of $32,000.~~the Condensed Financial Statements (Unaudited)

On January 2, 2012, the Corporation’s Board of Directors approved the creation of the 2012 Non-Qualified Stock Option Plan (the “2012 Plan”). The 2012 Plan provides for the issuance of incentive stock options to designated employees, certain key advisors and ~~non-employees~~non-employee members of the Board of Directors with the opportunity to receive grant awards to acquire, in the aggregate, up to 5,000,000 shares of the Corporation’s common stock.

A summary of information regarding the Corporation’s common stock options outstanding is as follows:

Common Stock Options Outstanding
												Weighted
					Weighted							Average
					Average					Weighted		Remaining
			Weighted		Remaining		Number of			Average		Contractual
	Number of		Average		Contractual		Shares			Exercise Price		Term (Years)
	Shares		Exercise Price		Term (Years)
Outstanding at December 31, 2017		2,200,000	$	0.10		3.0
Outstanding at December 31, 2019							2,200,000		$	0.10		2.0
Issued		—		—		—		—			—		—
Exercised		—		—		—		—			—		—
Outstanding at December 31, 2018		2,200,000		0.10		2.0
Outstanding at December 31, 2020							2,200,000			0.10		1.0
Issued		—		—		—		—			—		—
Exercised		—		—		—
Outstanding at March 31, 2019		2,200,000	$	0.10		1.7
Expired							(2,200,000	)		—		—
Outstanding at March 31, 2021							—		$	—		—

The above outstanding options were granted on January 1, 2012, to a former ~~Corporation’s executive.~~executive of the Company. The options ~~vest 20,000 options per month with 2,200,000 being~~were fully vested and exercisable at ~~March~~December 31, ~~2019. During~~2016. Accordingly, during the three months ended March 31, ~~2019~~2021 and ~~2018,~~2020, the Corporation did ~~not~~0t recognize any stock-based compensation ~~expense~~expense.

On February 17, 2021, the Company entered into an agreement with a consultant to provide Business Development advisement and analysis services. In consideration, the consultant will be issued 1,000,000 warrant shares. 500,000 warrants were issued on February 17, 2021, and the remaining 500,000 will be issued on the six-month anniversary of initial issuance. On August 31, 2021, due to a failure by the consultant to provide the services as required by the ~~options~~agreement, the Company terminated the agreement, and the warrants were ~~fully vested at December 31, 2016.~~canceled.

The Corporation entered into employment agreements with its Chief Executive Officer, Mr. Ralph Hofmeier, and its Chief Operating Officer, Ms. Irma Velazquez (collectively the “Employment Agreements”), effective January 1, 2012. Under the Employment Agreements, the Corporation will pay each of Mr. Hofmeier and Ms. Velazquez an annual base salary of ~~$125,000~~$125,000 during the first year and ~~$150,000~~$150,000 during the second year and forward. Any increase to the annual base salary after the second year is subject to approval by the Corporation’s Board of Directors. The Employment Agreements each has initial terms of ten (10) years and is automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew.

~~On March 1, 2016, the Corporation leased US~~Our registered office ~~space~~is located at ~~3250 Mary~~7901 4th Street ~~Suite 303 Coconut Grove FL 33133 USA from its counsel~~N STE #4174, St. Petersburg, Florida 33702. Our telephone number is +1 (727) 677-9408. Office services are contracted for ~~monthly rent payments of $300~~ on a ~~month to month basis.~~month-to-month basis in this Address. In October 2020, the Company established its official registered Branch in Hamburg Germany; the office Address until March 31, 2021 was Offakamp 9f- 2.17. On April 1, 2021, the Company entered into two lease agreements for a workshop located at Industriestraße 17, 25462 Relligen and an office located at Ballindam 3 20095 Hamburg, Germany. Our Telephone number is +49 40 809081354. Rent expense in the three months ending March 31, ~~2019~~2021 and ~~2018~~2020 amounted to ~~$900~~ $2,034 and ~~$900,~~$0, respectively.

From time to time, the Corporation may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty, the Corporation’s management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on its ~~consolidated~~ operating results, financial position or cash flows.

EAWD vs Packard and Co-Defendant Nick Norwood - ~~Action proceeding on concluded litigation,~~ Case ~~Number 10-58982 CA 09 –~~number 18-031011 CA-01 Miami-Dade County FL Circuit Court. ~~Nick Norwood vs. Eurosport Active World Corp. and Ralph Hofmeier.~~ The ~~case~~Company is ~~resolved. An Agreed Stipulation~~requesting the proof of payment for ~~Final Judgement was entered into by the plaintiff, Nick Norwood and the Company and Ralph Hofmeier~~shares issued in ~~November 2013 in the total amount (as of that date) of $107,872, which has been entered in the public records against the Company. This remains the current situation.~~2008.

CocoGrove – Case No. 09-81555 CA 21 in Miami-Dade County, Florida. The nature of the litigation was for breach of a lease agreement. This case is concluded with a judgement against the Company inon July 7, 2010 for ~~$84,393~~$84,393 plus ~~6% interest.~~6% interest which as of March 31, 2021 interest had accrued to $54,338. There have been no efforts to seek collection of this judgement. Management intends to settle this judgement when it is in a financial position to make a payment.

During the three month period ended June 30, 2021, the Company sold 2,091,662 shares of its common stock to 29 investors raising $241,000

Also, during the three month period ended June 30, of 2021, the Company accepted subscriptions for the sale of 1,562,322 of its common stock to 40 investors raising $212,100. The subscriptions were fully funded as of June 30, 2021, however due to delays caused by investors not completing required paperwork, the delivery of the certificates was not completed until after June 30, 2021. Subsequent to June 30, 2021, all share certificates paid for have been delivered to the investor

On ~~April 16, 2019, holders of two convertible debentures exercised their conversion options on convertible debentures amounting to $265,825, in exchange~~September 2, 2021, Company received global patent protection for ~~2,280,750 shares of common stock.~~its innovative solution Self Sufficient Energy Supply Atmosphere Water Generation System (EAWG).

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with our condensed ~~consolidated~~ financial statements and the notes to those ~~consolidated~~condensed financial statements that are included elsewhere in this Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Forward-Looking Statements.”

Results of Operations for the Three Months ended March 31, ~~2019~~2021 Compared to the ~~Three~~three Months ended March ~~31. 2018~~31, 2020

During the fourth quarter of 2020, EAWD delivered its first equipment sale pursuant to an equipment sale agreement; however, the revenue of $550,000 along with the associate $350,000 of construction costs will not be recognized until the equipment is installed. The installation of the equipment has been deemed to be an unfulfilled performance obligation. The sales agreement, as amended states that EAWD will complete the equipment installation upon notice from the buyer of the final location of the system. Due to the COVID 19 situation in Mexico, the installation has been delayed. For both the three months ended March 31, ~~2019~~2021 and ~~2018,~~2020, we generated no revenue.

General and administrative expense increased by ~~$8,395 or 4.2%~~$74,942 to ~~$209,024~~$305,482 for the three months ended March 31, ~~2019~~2021 from ~~$200,629~~$230,540 for the three months ended March 31, ~~2018.~~2020.

The ~~$8,395~~ increase in general and administrative expenses was primarily due to ~~increases~~an increase in marketing fees of $165,188 as we entered into a new agreement with a consulting firm to provide marketing services, offset by a reduction in management fees to affiliate by $75,000 as the ~~following categories:~~contract with EAWC-TV was terminated as of December 31, 2020 and a reduction in professional fees by $10,482.

Other income (expense) increased expense by $350,312 from $219,241 income (2020) to $128,570 expense (2021) primarily as a result of the following:

~~The foregoing increases were partially offset by a $5,000 syn-gas fee incurred in 2018 that did not repeat in 2019~~

~~Other Expense increased by $3,452 to $4,896 for the three months ended March 31, 2019 from $1,444 for the three months ended March 31, 2018 primarily due to an increase in interest expense.~~

Net ~~Loss~~loss increased by ~~$11,847 or 5.9%~~$422,753 to ~~$213,920~~$434,052 for the three months ended March 31, ~~2019~~2021 from ~~$202,073~~$11,299 for the three months ended March 31, ~~2018.~~2020. This increase was attributable to the ~~increase in interest~~net increases and ~~other expenses~~decreases as ~~discussed.~~discussed above.

We had $0$105,256 cash and a working capital deficit of ~~$3,922,448~~$1,542,533 at March 31, ~~2019.~~2021. Our operating and capital requirements in connection with supporting our operations will continue to be significant. Since inception, our losses from operations and working capital requirements have been satisfied through the deferral of payment for services performed by our founders and related parties discussed more fully below.

We have sustained operating losses since our ~~inception.~~operations began. At March 31, ~~2019,~~2021, we had an accumulated deficit of ~~$11,230,224.~~$19,791,979. The Company cannot predict how long it will continue to incur further losses or whether it will ever become profitable as this is dependent upon the reduction of certain expenses and success in obtaining more project contracts, among other things. These conditions raise substantial doubt about the entity’s ability to continue as a going concern.

We have satisfied our cash and working capital requirements in the three months ended March 31, ~~2019,~~2021, through ~~the support of an affiliate who paid our operational expenses on our behalf,~~ the issuance of convertible loans and the sale of ~~our~~common stock. ~~During 2019, the expenses paid by an affiliate on our behalf totaled $102,594.~~ During the three months ended March 31, ~~2019,~~2021, the Company ~~sold 200,000 common shares at $0.16 per share or $32,000 and~~ issued ~~$98,000 in~~$404,000 of convertible ~~loans. The holders~~loans with a variable vested conversion feature. Refer to Note 7 of the ~~convertible loan instrument have~~financial statements under section for more information. In two individual transactions ranging from February 9, 2021 to March 25, 2021, the ~~option to convert these loans into common stock~~Company secured interim financing. The notes provide for interest at ~~a conversion price of $0.05~~8% per ~~share.~~annum and require all interest and principal be repaid in one year.

The Company has determined that these conversion options are beneficial for a full discount. These convertible debentures are presented as loans payable in the financial statements. The transaction price for these loans payable reflects the fair value of the instruments issued.

Comparison of Cash Flows for the Three Months Ended March 31, ~~2019 (2019)~~2021 (2021) and March 31, ~~2018 (2018)~~2020 (2020)

We used ~~$130,000~~$338,311 of cash ~~used~~ in our operating activities ~~in 2019~~for the three months ended March 31, 2021 compared to ~~$116,642 used in 2018. The increase of $13,358 is primarily due to $11,847 of working capital~~$207,000 used for the three months ended March 31, 2020. The increase in cash used of $131,311 is due primarily to a $193,318 net ~~loss~~reduction in ~~the current period~~working capital components to decreases of $164,106 for 2021 compared to ~~the same period one year ago and due to $2,325~~increases of ~~working capital used for the increase~~$29,211 in ~~prepaid expense, partially offset by a $727 increase in accounts payable and accrued expenses.~~2020.

We ~~received $0 cash~~used or provided byno funds from our investing activities in ~~2019 compared to $116,642 provided in 2018. The decrease of $116,642 is due to no investing activities in the current period compared to the same period one year ago.~~2021 or 2020.

We received ~~$130,000~~$434,021 (2021) and $0$207,000 (2020) in cash provided from financing ~~activities in 2019 and 2018, respectively.~~activities. The net increase of ~~$130,000~~$227,021 is due primarily to ~~the~~a $162,500 increase in financing ~~though~~through issuance of convertible loans, ~~and~~a $160,021 increase in proceeds from the sale of subscriptions and common ~~shares in the current period compared~~stock, and a $95,500 decrease due to ~~the same period one year ago.~~payments of convertible loans payable.

Total ~~Current~~ Assets– At March 31, ~~2019~~2021 the Company had ~~$2,325~~$595,150 representing ~~advance payments for services.~~$105,256 in cash, $52,761 in accounts receivable, $350,000 in deferred cost, and $87,133 in prepaid expenses and other current assets.

We ~~have no lines of credit or other bank financing arrangements. Until we begin~~expect to generate our first revenues which should, grow in time and lead to a positive cash ~~flow, which there is no assurance,~~flow. In the near future, we expect that working capital requirements will continue to be funded through ~~affiliate~~lines of credit, convertible loans and/or further issuances of other ~~securities. There is no assurance~~securities in sufficient quantities that we will be able to meet our working capital requirement from these possible sources. Additional issuances of equity or convertible debt will result in dilution to our current shareholders.

We ~~may not be able~~seek to ~~secure the additional financing necessary to commercialize our products and execute our business strategy, at terms that are acceptable to us.~~

~~Our mission is to provide sustainable water production design and already commercialized systems as well as energy design and systems based~~focus on ~~high efficiency and renewable sources, and also smart grid and storage solutions. Through a combination~~three main aspects of the ~~best design~~water and ~~configuration~~energy business: (1) generation, (2) supply, and (3) maintenance. We seek to assist private companies, government entities and NGO’s to build profitable and sustainable supplies/generation capabilities of ~~AquaTech, EnergyTech~~water and ~~waste management assisted solutions~~energy as required, by selling them the required technology or technical service to enhance their productivity/operability. With its outsourced technical arm and ~~technologies, we believe that it is possible~~its commission-based global network of vendors, the Company expects to create ~~a completely self-sufficient~~sustainable added value to each project it takes on while generating revenue from its engineering and technical consultancy services, project management, sale of our patent pending Self Sufficient Power Supply Atmosphere Water Generation Systems (eAWGs) Solar Energy Generation Systems and Energy Management Systems, royalties from the commercialization of energy ~~generation~~ and water ~~production system, which can be used at~~in certain cases, and revenues from the ~~same time to meet the potable water requirements as well as the electrical energy needs of businesses, communities and entire States, like California in USA and or Cape Town in South Africa.~~

EAWC seeks to promote green technology solutions through commissioned-based distributers and agents worldwide. EAWC anticipates using Made in Germany Green Tech, Swiss and US technologies such as: atmosphere water generators (AWGs), CO2-free energy production (steam energy generators), plasma-assisted gasification and sterilizations systems, solar-powered water purification systems, as well as those in solar and wind energy solutions which we may, when our financial condition permits, further develop ourselves.licensed innovated technologies.

~~Today we believe~~Through our BlueTech Alliance for Water Generation established in December 2020, we have ~~potential~~state-of the art technology partners, technology transfer agreements, and technology representation agreements in place relating to aspects of renewable energy and water ~~supply and we believe one of our~~supply. These unique key ~~unique~~relationships offer important selling features and capabilities ~~is this relationship. We believe~~ that ~~one~~differentiated EAWD from its competitors.

The Company plans to generate revenue from its engineering and technical consultancy services, project management, sale of our ~~key unique selling features~~Self-Sufficient Power Supply Atmosphere Water Generation Systems (eAWGs), Solar Energy Generation Systems, and ~~capabilities is the combination of the different disciplines of water, energy and waste management.~~

~~Revenue would be generated by the sales of Engineering and Technical Consultancy Services, sales of various identified technologies,~~Energy Management Systems, royalties from the ~~sales~~commercialization of energy ~~and/or~~and water in certain ~~projects.~~cases, and revenues from the licensed innovated technologies.

The Company entered into employment agreements with each of Mr. Hofmeier, its President, Chief Executive Officer and Chairman of the Board, and Ms. Velazquez, its Chief Operating Officer and Vice-Chairman (together, the “Employment Agreements”), effective January 1, 2012. Under the Employment Agreements, the ~~company~~Company agreed to pay each of Mr. Hofmeier and Ms. Velazquez an annual base salary of $125,000 during the first year and $150,000 during the second year and forward. Any increase to the annual base salary after the second year is subject to approval by the company’s Board of Directors. Each Employment Agreement has an initial term of ten (10) years and is automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew.

The Company delivered its first equipment sale on December 26, 2020. The Company will recognize the sale for $550,000 net of costs of $350,000 and earning a $200,000 gross profit once the installation is complete. The next operational step to accomplish is to achieve sufficient sales volume to yield positive a net income. Due to the timing of the project build out, the Company has ~~yet to commercialize its products~~not currently recorded any revenue and consequently has ~~generated no revenue, incurring~~incurred operating losses since ~~inception (June 24, 2005)~~it began operations (December 2012) totaling ~~$11,230,224~~$19,791,979 at March 31, ~~2019.~~2021. During the three months ended March 31, ~~2019,~~2021, the Corporation incurred net losses of ~~$213,920.~~$434,052. The Company also incurred a working capital deficit of ~~$3,922,448~~$1,542,533 at March 31, ~~2019.~~2021.

At the filling date of this report, management plans to conclude the sales in Germany and in other regions of the world further the received approved proposals, which would bring a growing revenue. Managements plans to expand the sales operations by greater market penetration of the Agriculture, Industrial and Community development market with its water and energy generation, innovative solution, this to make sales operations to continue to expand. Management also plans to raise additional funds through during 2021; through the issuance of equity securities and from deposits related to purchases orders on proposals pending customer acceptance as ~~a going concern.~~ well, if necessary, loans from management and third-party lender. Management also plans to deferral expenses by centralizing assembling, logistic and administration operations expenses.

The ability of the ~~Corporation~~Company to continue as a going concern depends upon its ability to generate sales or obtain additional funding to finance operating losses until the Corporation is profitable. ~~The Corporation expects to be financed through equity capital, debt financing or from deposits related to purchases orders on proposals pending customer acceptance.~~

As of October 19, 2021, the ~~event~~cumulative number of cases reported globally is now over 241 million and the ~~Corporation does not generate sufficient funds from issuance~~cumulative number of ~~common stock, debt financing or purchase orders, it may be unable~~deaths is just over 4.9 million (WHO) and has caused the worst global economic contraction of the past 80 years (IMF). The concerted global efforts achieved the development of vaccines that have helped to ~~fully implement its~~reduce a person´s risk of contracting the virus. However, as the COVID-19 pandemic continues to evolve, the disruptions due to COVID 19 could continue causing a materially and adversely affect our business, ~~plan and pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects,~~ financial condition and results of operations. If the corona virus cannot get under control and or worsens in any regions in which we have material operations or sales, our business activities originating from affected areas, including sales, manufacturing and supply chain related activities, could be adversely affected. Disruptive activities could include the temporary closure of our manufacturing facilities and those used in our supply chain processes, restrictions on the export or shipment of our products, significant cutback of ocean container delivery from Germany, business closures in impacted areas, and restrictions on our employees’ and consultants’ ability to travel and to meet with customers. The ~~accompanying consolidated financial statements do not include any adjustments that might~~extent to which COVID-19 impacts our results will depend on future developments, which still uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus variants and the actions to contain it or treat its impact, among others. COVID-19 could also continue to result ~~from~~in social, economic and labor instability in the ~~outcome of these uncertainties.~~countries in which we or our customers and suppliers operate.

Our critical accounting policies are set forth in Note 2 to the condensed ~~consolidated~~ financial statements.

We do not expect the adoption of recently issued accounting pronouncements as discussed in Note 3 to have a significant impact on our results of operations, financial position or cash flow.

We are a smaller reporting company and are not required to provide the information under this item.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) as of December 31, ~~2018.~~2020. This evaluation was carried out by our Principal Executive Officer and our Principal Finance Officer. Based on that evaluation, our Principal Executive Officer and our Principal Finance Officer concluded that, as of March 31, ~~2019,~~2021, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses, which have caused management to conclude that, as of March 31, ~~2019,~~2021, our disclosure controls and procedures were not effective:

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

~~Our company plans~~We intend to ~~take steps~~implement changes to ~~enhance and improve the design of~~strengthen our internal controls ~~over~~in addition to the enhanced controls discussed above. We are in the process of implementing a remediation plan for the identified material weaknesses and we expect that work on the plan will continue throughout 2021, as financial ~~reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able~~resources permit. Specifically, to ~~remediate~~address the material weaknesses ~~identified above. To remediate such weaknesses, we plan~~arising from insufficient accounting personnel, the Company plans to ~~implement~~hire a full-time Chief Financial Officer and has secured the ~~following changes during our fiscal year ending December 31, 2019: (i) appoint~~services of additional ~~qualified~~accounting personnel on a consulting basis which begins to address ~~inadequate~~ segregation of ~~duties and limited reviews (ii) adopt sufficient written~~duties. The Company is currently formalizing its policies and procedures ~~for~~in writing and to improve the integration of its financial reporting system into non accounting departments. Where appropriate, the Company is receiving advice and assistance from third-party experts as it implements and refines its remediation plan.

Additional measures may be necessary, and the measures we expect to take to improve our internal controls may not be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that such material weakness or other material weaknesses would not result in a material misstatement of our annual or interim financial ~~reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover~~statements. In addition, other material weaknesses or significant deficiencies may be identified in the ~~costs of implementing the changes required.~~future. If we are ~~unsuccessful~~unable to correct deficiencies in ~~securing such funds, remediation efforts may~~internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC will be adversely ~~affected~~affected. This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in ~~a material manner.~~

~~We are unable~~our reported financial information, subject us to ~~remedy~~civil and criminal investigations and penalties, and generally materially and adversely impact our ~~controls related to the inadequate segregation of duties~~business and ~~ineffective risk management until we receive financing to hire additional employees.~~financial condition.

There were no changes in our internal control over financial reporting during the ~~three months~~fiscal quarter ended March 31, ~~2019~~2021 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

~~Our management does not expect~~Management’s conclusion that our disclosure controls and procedures were not effective means that if a fraud or ~~our internal control over~~material misstatement of the company’s annual or interim financial ~~reporting~~statements were to occur; there is a reasonable possibility that they will ~~necessarily prevent all fraud and material error.~~not be prevented or detected on a timely basis. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

EAWD vs Packard and Co-Defendant Nick Norwood - ~~Action proceeding on concluded litigation,~~ Case ~~Number 10-58982 CA 09 –~~number 18-031011 CA-01 Miami-Dade County FL Circuit Court. ~~Nick Norwood vs. Eurosport Active World Corp. and Ralph Hofmeier.~~ The ~~case~~company is ~~resolved. An Agreed Stipulation~~requesting the proof of payment for ~~Final Judgement was entered into by the plaintiff, Nick Norwood and the Company and Ralph Hofmeier~~shares issued in ~~November 2013 in the total amount (as of that date) of $107,872, which has been entered in the public records against the Company. This remains the current situation.~~2008.

CocoGrove – Case No. 09-81555 CA 21 in Miami-Dade County, Florida. The nature of the litigation was for breach of a lease agreement. This case is concluded with a judgement against the Company inon July 7, 2010 for $84,393 plus 6% ~~interest.~~interest which as of March 31, 2021 interest had accrued to $54,338. There have been no efforts to seek collection of this judgement. Management intends to ~~settle~~resolve this ~~judgement~~matter when it is in a financial position to make a payment.

We are a smaller reporting company and are not required to provide the information under this item.

The Company issued the following common shares during the three months ended March 31, ~~2019:~~2021:

200,000 common shares, for proceeds of $32,000 to pay operational expenses. The shares were issued pursuant to an exemption from registration pursuant to Section 4(a)(2) of the securities Act of 1933 (the “~~1933 Act~~”).

~~None~~On October 15, 2020, EAWD announced its official registration of a new branch of the corporation in Hamburg Germany. The new location in Germany will allow the company to expand capacity for assembling, manufacturing, customer support, engineering, sales and services, and leadership functions across the entity.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Florida		30-0781375
~~Florida~~		~~30-0781375~~
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)


Large accelerated filer ¨ ☐	Accelerated filer ¨ ☐
Non-accelerated filerþ ☒	Smaller reporting company þ ☒
	Emerging growth company þ ☒

			Page
		~~Page~~
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed ~~Consolidated~~ Balance Sheets as of March 31, ~~2019~~2021 (Unaudited) and December 31, ~~2018~~ 2020	1
	Condensed ~~Consolidated~~ Statements of Operations and Comprehensive Loss for the three months ended March 31, ~~2019~~2021 and ~~2018~~2020 (Unaudited)	2
	Condensed ~~Consolidated~~ Statements of Changes in Stockholders' Deficit for the three months ended March 31, ~~2019~~2021 and ~~2018~~2020 (Unaudited)	3
	Condensed ~~Consolidated~~ Statements of Cash Flows for the three months ended March 31, ~~2019~~2021 and ~~2018~~2020 (Unaudited)	4
	Notes to Condensed ~~Consolidated~~ Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10 16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	12 19
Item 4.	Controls and Procedures	13 19

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	14 21
Item 1A.	Risk Factors	14 21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14 21
Item 3.	Defaults Upon Senior Securities	14 21
Item 4.	Mine Safety Disclosures	14 21
Item 5.	Other Information	14 21
Item 6.	Exhibits	14 22
SIGNATURES		15 23


	(i)	any person that holds 10% or more of the Company’s securities including such person’s immediate families,
	(ii)	the Company’s management,
	(iii)	someone that directly or indirectly controls, is controlled by or is under common control with the Company, or
	(iv)	anyone who can significantly influence the financial and operating decisions of the Company.

Schedule of Notes Payable
	Amount
Balance of convertible loan payables, net of discounts on December 31, 2019	$	243,923
Issuances of debt		468,500
Settlement of debt		(66,000	)
Amortization of debt discount		514,244
Debt discount		(440,426	)
Conversions		(571,000	)
Balance of convertible loan payables, net of discounts on December 31, 2020	$	149,241
Issuances of debt		404,000
Amortization of debt discount		77,425
Debt discount		(406,500	)
Settlement of debt		(95,500	)
Conversions		(66,000	)
Deferred financing costs		(30,510	)
Balance of convertible loan payables, net of discounts on March 31, 2021	$	32,156


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Outstanding Derivative Liability
	Total
Balance of derivative liability as of December 31, 2019	$	413,795
Change due to issuances		1,609,895
Change due to exercise / redemptions		(455,576	)
Change in fair value		(1,257,473	)
Balance of derivative liability as of December 31, 2020	$	310,641
Change due to issuances		730,280
Change due to exercise / redemptions		(67,350	)
Change in fair value		(310,348	)
Balance of derivative liability as of March 31, 2021	$	663,223

Summary of Quantitative Information
	March 31, 2021		December 31, 2020
Stock price	$0.23 - 0.45		$0.07 – 1.20
Exercise price	$0.04 - 0.16		$0.04 – 0.20
Contractual term (in years)	0.21 - 1		0.01 - 1
Volatility (annual)	215 - 308	%	125 - 424	%
Risk-free rate	0.05% - 0.07	%	0.08% - 1.46	%

Summary of Financial Liabilities Measured on Recurring Basis
	Fair Value measured at March 31, 2021 (Unaudited)
	Quoted prices in		Significant other		Significant
	active markets		observable inputs		unobservable inputs		Fair value at
	(Level 1)		(Level 2)		(Level 3)		March 31, 2021
Derivative liability	$	—	$	—	$	663,223	$	663,223
Total	$	—	$	—	$	663,223	$	663,223

	Fair value measured at December 31, 2020
	Quoted prices in		Significant other		Significant
	active markets		observable inputs		unobservable inputs		Fair value at
	(Level 1)		(Level 2)		(Level 3)		December 31, 2020
Derivative liability	$	—	$	—	$	310,641	$	310,461
Total	$	—	$	—	$	310,641	$	310,461


·	·	~~$11,935 for professional fees due~~a $335,211 increase in interest expense related to ~~the added expense~~issuance of ~~our registration~~debt instruments which incurred interest and ~~other corporate matters,~~
	·	~~$488 net~~resulted in ~~other general and administrative expenses, and~~
	·	~~$972 for travel and entertainment a result~~amortization of ~~the Company renewing its efforts to secure both customers and additional financing.~~ debt discount.


·	·	Inadequate segregation of duties, due to lack of human resources
	·	Limited level of multiple reviews among those tasked with preparing the financial statements,
	·	Lack of a more formal internal control environment.

		Energy and Water Development Corp.
	~~EUROSPORT ACTIVE WORLD CORP.~~
Date: October 20, 2021
~~Date: May 9, 2019~~ By:	~~By:~~	/s/ Ralph Hofmeier
		Ralph Hofmeier
		President and Chief Executive Officer (Principal Executive Officer)

Signature		Title	Date
~~Signature~~	~~Title~~	~~Date~~

/s/ Ralph Hofmeier	President, Chief Executive Officer, Director, and	~~May 9, 2019~~ October 20, 2021
Ralph Hofmeier	Chairman (Principal Executive Officer)

/s/ Irma Velazquez	Chief Operating Officer (Principal Financial Officer and	~~May 9, 2019~~ October 20, 2021
Irma Velazquez	Principal Accounting Officer), Director and Vice-Chairman