UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


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


For the quarter ended March 31, 2019June 30, 2022


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

For the transition period from ________ to ________

Commission file number: 000-56030

EUROSPORT ACTIVE WORLD

ENERGY and WATER DEVELOPMENT CORP.

(Exact Name of Registrant as Specified in Its Charter)

Florida30-0781375

Florida

30-0781375

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)


3250 Mary7901 4th Street #303, Miami, N STE #4174, St Petersburg, Florida 3313333702

(Address of Principal Executive Offices, including Zip Code)


Tel No.: 305-517-7330305-517-7330

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None


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.  Yesþ    No ¨    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.

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filerþ

Smaller reporting company þ

Emerging growth company þ

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 MayAugust 2, 20192022 was 90,394,683174,930,002 shares.


 

 






INDEX

 

Page

Page

PART I.   FINANCIAL INFORMATION

Item 1.

Financial Statements

1

Condensed Consolidated Balance Sheets as of March 31, 2019June 30, 2022 (Unaudited) and December 31, 2018

2021

1

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 20192022 and 20182021 (Unaudited)

2

Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three and six months ended March 31, 2019June 30, 2022 and 20182021 (Unaudited)

3

Condensed Consolidated Statements of Cash Flows for the threesix months ended March 31, 2019June 30, 2022 and 20182021 (Unaudited)

4

5

Notes to Condensed Consolidated Financial Statements (Unaudited)

5

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

19

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

12

23

Item 4.

Controls and Procedures

13

24

PART II.   OTHER INFORMATION

Item 1.

Legal Proceedings

14

25

Item 1A.

Risk Factors

14

25

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

25

Item 3.

Defaults Upon Senior Securities

14

22

Item 4.

Mine Safety Disclosures

14

26

Item 5.

Other Information

14

26

Item 6.

Exhibits

14

26

SIGNATURES

15

27


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

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.

 

  



i




PART I. FINANCIAL INFORMATION

 

ITEM 1. FININCIALFINANCIAL STATEMENTS


Eurosport Active WorldEnergy and Water Development Corp.

Condensed Consolidated Balance Sheets


     
 June 30, December 31, 

 

March 31,

2019

 

December 31, 2018

 

 2022 2021 

  

(Unaudited)

  

                      

  

 (Unaudited)    

ASSETS

 

 

 

 

 

        

CURRENT ASSETS:

 

 

 

 

 

Prepaid expenses

 

$

2,325

 

 

$

 

        
CURRENT ASSETS        
Cash $57,751  $589,668 
Accounts receivable  54,982   55,169 
Inventory  447,775   196,553 
Prepaid expenses and other current assets  324,705   432,082 

TOTAL CURRENT ASSETS

 

 

2,325

 

 

 

 

  885,213   1,273,472 
        
Property and equipment, net  76,227   3,834 
Operating lease right-of-use asset  106,014   49,432 

 

 

 

 

 

        

TOTAL ASSETS

 

$

2,325

 

 

$

 

 $1,067,454  $1,326,738 

 

 

 

 

 

        
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        

 

 

 

 

 

        

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

CURRENT LIABILITIES        

Accounts payable and accrued expenses

 

$

890,266

 

$

861,222

 

 $940,858  $941,309 

Due to affiliate (Note 5)

 

280,427

 

298,313

 

Convertible loan payables (Note 6)

 

684,825

 

586,825

 

Due to officers (Note 5)

 

 

2,069,255

 

 

 

1,994,168

 

Accounts payable – related party  55,697   124,370 
Convertible loans payable, net of discounts  39,999   176,703 
Due to officers  53,668   17,485 
Derivative liability  0   354,160 
Current portion of operating lease liability  83,208   39,148 
Common stock subscriptions liability  0   377,350 

TOTAL CURRENT LIABILITIES

 

 

3,924,773

 

 

 

3,740,528

 

 $1,173,430  $2,030,525 

 

 

 

 

 

        

COMMITMENTS AND CONTINGENCIES (Note 7)

 

 

 

 

 

Operating lease liability, net of current portion  22,806   10,283 
TOTAL LIABILITIES  1,196,236   2,040,808 
        
COMMITMENTS AND CONTINGENCIES (Note 14)  0   0 

 

 

 

 

 

        

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 June 30, 2022 and December 31, 2021, respectively  9,781   9,781 
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 173,019,421 and 143,840,643 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively  173,019   143,840 
Common stock subscriptions, 1,000,000 and 15,855,000 shares at June 30, 2022 and December 31, 2021, respectively  150,000   792,745 

Additional paid in capital

 

7,219,662

 

7,187,862

 

  22,811,646   20,777,401 

Accumulated deficit

 

 

(11,230,224

)

 

 

(11,016,304

)

  (23,288,217)  (22,395,393)
Accumulated other comprehensive loss  14,989   (42,444)

TOTAL STOCKHOLDERS' DEFICIT

 

 

(3,922,448

)

 

 

(3,740,528

)

  (128,782)  (714,070)

 

 

 

 

 

        

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

2,325

 

 

$

 

 $1,067,454  $1,326,738 



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






Eurosport Active WorldEnergy and Water Development Corp.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


         

 

For the Three Months Ended

 

 For the Three Months Ended For the Six Months Ended 

 

March 31,

 

 June 30, June 30, 

 

2019

 

 

2018

 

 2022 2021 2022 2021 

  

                      

  

  

                      

  

         

GENERAL and ADMINISTRATIVE EXPENSES

 

 

 

 

 

 

                

Management fees to affiliate

 

$

75,000

 

 

$

75,000

 

Marketing fees $352  $2,287  $93,599  $167,475 

Officers’ salaries and payroll taxes

 

 

80,738

 

 

 

80,738

 

  123,036   82,277   236,273   157,277 

Professional fees

 

 

47,185

 

 

 

35,250

 

  189,842   34,264   291,740   91,266 

Travel and entertainment

 

 

2,900

 

 

 

1,928

 

  6,373   0   18,448   0 

Other general and administrative expenses

 

 

3,201

 

 

 

7,713

 

  115,636   38,521   238,291   46,813 

TOTAL GENERAL and ADMINISTRATIVE EXPENSES

 

 

209,024

 

 

 

200,629

 

  435,239   157,349   878,351   462,831 

 

 

 

 

 

 

 

 

                

LOSS FROM OPERATIONS

 

 

(209,024

)

 

 

(200,629

)

  (435,239)  (157,349)  (878,351)  (462,831)

 

 

 

 

 

 

 

 

                

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  0   (126,855)  243,653   183,493 
Other expense  (97,609)  0   (132,414)  0 
Interest income (expense), net  (1,266)  (119,277)  (125,712)  (558,195)
TOTAL OTHER INCOME (EXPENSE)  (98,875)  (246,132)  (14,473)  (374,702)

 

 

 

 

 

 

 

 

                

LOSS BEFORE TAXES

 

 

(213,920

)

 

 

(202,073

)

  (534,114)  (403,481)  (892,824)  (837,533)

 

 

 

 

 

 

 

 

                

TAXES

 

 

 

 

 

 

  0   0   0   0 

 

 

 

 

 

 

 

 

                

NET LOSS

 

$

(213,920

)

 

$

(202,073

)

 $(534,114)  (403,481)  (892,824)  (837,533)

 

 

 

 

 

 

 

 

                

Loss per share - Basic and diluted

 

$

(0.00

)

 

$

(0.00

)

OTHER COMPREHENSIVE LOSS                
Foreign currency translation adjustments  43,463   (1,405)  57,433   (3,906)
TOTAL OTHER COMPREHENSIVE LOSS  43,463   (1,405)  57,433   (3,906)

 

 

 

 

 

 

 

 

                

Weighted average number of shares outstanding - Basic and diluted

 

 

87,998,377

 

 

 

87,652,841

 

COMPREHENSIVE LOSS $(490,651) $(404,886) $(835,391) $(841,439)
                
Net loss per common share - Basic $(0.00) $(0.00) $(0.01) $(0.01)
Net loss per common share - Diluted $(0.00) $(0.00) $(0.01) $(0.01)
                
Weighted average number of common shares outstanding - Basic  172,194,043   135,763,200   160,900,298   132,789,864 
Weighted average number of common shares outstanding - Diluted  172,194,043   135,763,200   160,900,298   132,789,864 


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







Eurosport Active WorldEnergy and Water Development Corp.

Condensed Consolidated StatementStatements of Changes in Stockholders’ Deficit


(Unaudited) 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

 

  

                      

  

  

                      

  

  

                      

  

  

                      

  

  

                      

  

BALANCE AT DECEMBER 31, 2017

 

 

87,201,863

 

 

$

87,202

 

 

$

6,476,504

 

 

$

(10,214,859

)

 

$

(3,651,153

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to satisfy related party liability

 

 

712,070

 

 

 

712

 

 

 

84,736

 

 

 

 

 

 

85,448

 

Capital contribution on settlement of related party liability

 

 

 

 

 

 

 

 

626,622

 

 

 

 

 

 

626,622

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(202,073

)

 

 

(202,073

)

BALANCE AT MARCH 31, 2018 (Unaudited)

 

 

87,913,933

 

 

$

87,914

 

 

$

7,187,862

 

 

$

(10,416,932

)

 

$

(3,141,156

)


 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

 

  

                      

  

  

                      

  

  

                      

  

  

                      

  

  

                      

  

BALANCE AT DECEMBER 31, 2018

 

 

87,913,933

 

 

$

87,914

 

 

$

7,187,862

 

 

$

(11,016,304

)

 

$

(3,740,528

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of common stock

 

 

200,000

 

 

 

200

 

 

 

31,800

 

 

 

 

 

 

32,000

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(213,920

)

 

 

(213,920

)

BALANCE AT MARCH 31, 2019 (Unaudited)

 

 

88,113,933

 

 

$

88,114

 

 

$

7,219,662

 

 

$

(11,230,224

)

 

$

(3,922,448

)


                               
                    Additional        Total 
  Preferred Stock  Common Stock  Common Stock Subscriptions  Paid-in  Accumulated  Accumulated Other  Stockholders' 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Comprehensive Loss  Deficit 
                               
BALANCE AT DECEMBER 31, 2021  9,780,796  $9,781   143,840,643  $143,840   15,855,000  $792,745  $20,777,401  $(22,395,393) $(42,444) $(714,070)
Sale of Common Stock        17,453,000   17,453   (14,953,000)  (747,650)  1,030,197         300,000 
Common stock issued for services        520,000   520         88,080         88,600 
Common stock issued to satisfy convertible debt        540,716   541         49,459         50,000 
Stock issued for interest and fees        34,842   35         3,187         3,222 
Subscriptions liability reclassification to subscriptions              7,547,000   377,350            377,350 
Derivative settled upon conversion of debt                    110,507         110,507 
Subscription deposits received              1,875,000   300,000            300,000 
Costs associated with equity line of credit                    (24,000)        (24,000)
Net loss                       (358,710)     (358,710)
Other comprehensive loss                          13,970   13,970 
BALANCE AT March 31, 2022  9,780,796  $9,781   162,389,201  $162,389   10,324,000  $722,445  $22,034,831  $(22,754,103) $(28,474) $146,869 
Sale of Common Stock        10,402,947   10,403   (10,324,000)  (722,445)  727,042         15,000 
Common stock issued for services        227,273   227         49,773         50,000 
Subscription deposits received              1,000,000   150,000            150,000 
Net loss                       (534,114)     (534,114)
Other comprehensive loss                          43,463   43,463 
BALANCE AT June 30, 2022  9,780,796  $9,781   173,019,421  $173,019   1,000,000  $150,000  $22,811,646  $(23,288,217) $14,989  $(128,782)

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






Energy and Water Development Corp.

Condensed Statements of Changes in Stockholders’ Deficit (Continued)

(Unaudited) 

                          Accumulated    
              Common Stock  Additional     Other  Total 
  Preferred Stock  Common Stock  Subscriptions  Paid-in  Accumulated  Comprehensive  Stockholders' 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Loss  Deficit 
                               
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        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                       (434,052)     (434,052)
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)
Sale of common stock        2,091,662   2,092   1,562,322   212,100   238,908         453,100 
Common stock issued on subscriptions        150,000   150   (150,000)  (15,000)  14,850          
Net loss                       (403,481)     (403,481)
Other comprehensive loss                          (1,405)  (1,405)
BALANCE AT JUNE 30, 2021  9,780,976  $9,781   137,299,277  $137,299   1,612,322  $217,100  $18,340,867  $(20,195,460) $(3,906) $(1,494,319)

Eurosport Active WorldEnergy and Water Development Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


 

 

For the Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

  

                      

  

  

                      

  

CASH FLOW FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

NET LOSS

 

$

(213,920

)

 

$

(202,073

)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

(2,325

)

 

 

 

Accounts payable and accrued expenses

 

 

11,158

 

 

 

10,431

 

Accrued management fees and due to/from officers

 

 

75,087

 

 

 

75,000

 

Net cash used in operating activities

 

 

(130,000

)

 

 

(116,642

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Receipts from affiliates

 

 

 

 

 

116,642

 

Net cash provided by investing activities

 

 

 

 

 

116,642

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from sale of common shares

 

 

32,000

 

 

 

 

 

Proceeds from convertible loans

 

 

98,000

 

 

 

 

Net cash provided by financing activities

 

 

130,000

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT THE BEGINNING OF THE PERIOD

 

 

 

 

 

 

CASH AT THE END OF THE PERIOD

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING TRANSACTION:

 

 

 

 

 

 

 

 

Stock issued to satisfy related party liability

 

$

 

 

$

85,448

 

Capital contribution on settlement of related party liability

 

$

 

 

$

626,622

 



         
  For the Six Months Ended 
  June 30, 
  2022  2021 
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(892,824) $(837,533)
Reconciliation of net loss to net cash used in operating activities        
Amortization of debt discount and deferred financing costs  63,296   515,147 
Depreciation expense  4,767   0 
Change in fair value of derivative liability  (243,653)  (183,493)
Stock issued for services  138,600   165,000 
Foreign transaction adjustments  134,869   1,057 
Changes in operating assets and liabilities:        
Inventory  (278,021)  (25,228)
Prepaid expenses and other current assets  78,183   (148,419)
Accounts payable and accrued expenses  7,455   (109,962)
Due to related party  (68,673)  0 
Due to officers  31,743   (9,964)
CASH USED IN OPERATING ACTIVITIES  (1,024,258)  (633,395)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of property and equipment  (79,289)  0 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from convertible loans payable  0   369,500 
Payments of convertible loans payable  (150,000)  (95,500)
Costs associated with equity line of credit  (24,000)  0 
Proceeds from sale of common stock  315,000   613,121 
Proceeds from common stock subscriptions  450,000   0 
CASH PROVIDED BY FINANCING ACTIVITIES  591,000   887,121 
         
Effect of exchange rate changes on cash  (19,370)  (3,906)
         
Net change in cash  (531,917)  249,820 
         
Cash beginning of period  589,668   12,047 
         
Cash end of period $57,751  $261,867 
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
Cash paid for interest $67,940  $28,864 
Cash paid for taxes $0  $0 
         
NON-CASH INVESTING AND FINANCING ACTIVITIES:        
Common stock issued for interest and fees $3,222  $3,441 
Common stock issued to convert loans payable $50,000  $66,000 
Derivative liability discount $0  $730,280 
Derivative liability settled upon conversion of debt $110,507  $67,350 
Reclassification of common stock subscription liability to common stock subscriptions $377,350  $0 
Right of use asset exchanged for lease liability $0  $79,214 
Reclassification of common stock subscriptions to common stock $747,650  $1,519,000 




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







Eurosport Active WorldEnergy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

March 31, 2019 and December 31, 2018


Note 1.Incorporation and Nature of Operations


Eurosport Active WorldEnergy 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.

On May 7th, 2021, the Company established an official Branch to initiate operations and assist on the establishment of an official subsidiary. On November 9, 2021, the Company established an official Subsidiary of EAWD in Germany to ensure the company is positioned to service its growing business in one of the EU’s most environmentally progressive countries. This subsidiary was incorporated under the name of Energy and Water development Deutschland GmbH (“EAWD Deutschland”), in Hamburg, Germany.

On May 19, 2022, the Company initiated the process for the establishment of an additional Subsidiary of EAWD in Germany to provide logistics services for EAWD Deutschland. This subsidiary still in process of incorporation under the name of EAWD Logistik GmbH (“EAWD Logistik”), in Frankfurt, Germany.


Note 2. Summary of Significant Accounting Policies


Principles of Consolidation and Basis of Presentation


The condensed consolidated financial statements include the accounts of EAWD and its subsidiary. All intercompany transactions and balances have been eliminated in consolidation.

The condensed consolidated financial statements (unaudited) include the accounts of Eurosport Active WorldEnergy 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, 20182021 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 WorldEnergy and Water Development Corp. for the fiscal year ended December 31, 20182021, have been omitted.


Foreign currency translation

The United States dollar (“USD”) is the Company’s reporting currency. The Company has a subsidiary 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 consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. During the three and six months ended June 30, 2022 the Company used a spot rate of 1.05 and an average rate of 1.09 when converting EURO to USD.

 6

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Use of Estimates

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.

Leases

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.

Cash

The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has $57,751 and $589,668 cash at June 30, 2022 and December 31, 2021, respectively.

Inventory

Inventory is stated at the lower of cost or net realizable value using the first in, first out (FIFO) method. A reserve is established if necessary to reduce excess or obsolete inventories to their net realizable value.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include prepaid inventory, purchase deposits, miscellaneous prepaid expenses, value added tax receivable, and a security deposit.

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Maintenance and repairs are charged to expense as incurred. Estimated useful lives of the Company’s Property and Equipment are as follows:

Schedule of estimated useful lives
Useful Life
(in years)
Office equipment5
Furniture and fixtures7
Automobile8
Machinery and equipment5

 7

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Deferred Financing Costs

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 June 30, 2022 and December 31, 2021, unamortized deferred financing costs were $0 and $6,663, respectively and are netted against the related debt.

Revenue Recognition

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.

Fair Value of Financial Instruments

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 June 30, 2022 and December 31, 2021, were $0 and $354,160, respectively and measured on Level 3 inputs.

Certain reclassificationsassets 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 made in Fiscal 2018 resultsdetermined to conformapproximate carrying amounts due to the presentation used in Fiscal 2019.short maturities of these instruments. The Company believes that its indebtedness approximates fair value based on current yields for debt instruments with similar terms.


Loss Per Common Share


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

 8

Energy and Water Development Corp.

Notes to the three months ended March 31, 2019 and 2018, 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.Condensed Consolidated Financial Statements (Unaudited)


In addition, asAs discussed more fully in Note 6,10, 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 lendersnote holders were also granted the rightpurchase options to purchase additional shares however these rights expired assubject to the features of June 13, 2018. The aboveeach purchase option. If the convertible note holders of unexercised convertible notes exercised their conversion feature represents a potentialand the additional purchase options, they would represent 0 for 6,787,350the three and 4,741,750six months ended June 30, 2022, and 2,708,091 in additional common shares at March 31, 2019for the three and 2018, respectively.six months ended June 30, 2021.  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.



Related Party Transactions



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:



5



Eurosport Active World Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

March 31, 2019 and December 31, 2018

(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.

  


Note 3.Recently Issued Accounting Standards


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.


On January 1, 2022, the Company adopted 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 are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The adoption of ASU 2020-06 did not have a material impact on the Company’s condensed consolidated financial statements.

On January 1, 2022, the Company adopted ASU 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 a modification or an exchange of an equity-classified warrant would depend on the substance of the modification transaction (e.g., a financing transaction to raise equity versus one to raise debt). This recognition model is premised on the idea that the accounting for the transaction should not differ from what it would have been had the issuer of the warrants paid cash instead of modifying the warrants. The adoption of ASU 2021-04 did not have a material impact on the Company’s condensed consolidated financial statements.

In FebruaryJune 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 on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specific scope exceptions. The guidance in this update supersedes Topic 840,Leases. The core principle of Topic 842 is that a lessee should recognize 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. For public companies, the amendments in this update are effective for fiscal years beginning after December 15, 2018,2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The adoptionCompany will continue to evaluate the effect of adopting ASU No. 2016-022016-13 will have no material impact on our financial statements.

In June 2018, the FASB issued ASU 2018-07,“Improvements to Non-Employee Share-Based Payment Accounting”,which simplifies the accounting for share-based payments granted to non-employees for goods and services by expanding the scope of ASC Topic 718, “Compensation – Stock Compensation”. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. The Company does not believe that the adoption of ASU 2018-07 will have a significant impact on the Company’s consolidated financial statements.statements and disclosures.


 9

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 4.Going Concern


The CorporationCompany has yet to commercialize its products and consequently has generated no revenue, incurringincurred operating losses since inception (June 24, 2005)it began operations (December 2012) totaling $11,230,224$23,288,217 at March 31, 2019.June 30, 2022. During the three and six months ended March 31, 2019,June 30, 2022, the Corporation incurred net losses of $213,920.$534,114 and $892,824, respectively. The Company also incurredhad a working capital deficit of $3,922,448$288,217 at March 31, 2019.June 30, 2022.


These factors raise substantial doubt regarding the Corporation’sThe 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 2022. 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 CorporationCompany 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 unableCompany’s ability to fully implement its business plan and pay its obligationscontinue 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 condensed consolidated financial statements do not include any adjustments that might result frombe necessary if the outcomeCompany is unable to continue as a going concern.

Note 5. Accounts Receivable

At June 30, 2022 and December 31, 2021, accounts receivable was $54,982 and $55,169, respectively, and determined to be fully collectible.

Note 6. Inventory

The components of these uncertainties.inventory at June 30 and December 31, 2021, consisted of the following:


Schedule Of Inventories      
  June 30,  December 31, 
  

2022

  2021 
  (Unaudited)    
Work in progress $447,775  $196,553 
Inventory, net $447,775  $196,553 



6


 10


Eurosport Active WorldEnergy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

March 31, 2019

Note 7. Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets at June 30, 2022 and December 31, 20182021, consisted of the following:

 


Schedule Of Prepaid Expenses And Other Current Assets      
  June 30
, 2022
  December 31,
2021
 
  (Unaudited)    
Prepayment on inventory not received $  $225,979 
Prepaid expenses  190,569   113,600 
Value added tax receivable  123,472   83,602 
Security deposit  10,664   7,394 
Purchase deposits  0   1,507 
Prepaid expenses and other current assets $324,705  $432,082 

Note 5.Related Party Transactions8. Property and Equipment, net


Due to officers


Amounts due to officers asThe components of March 31, 2019property and equipment at June 30, 2022 and December 31, 2018 are comprised2021 consisted of the following:


 

 

2019

 

 

2018

 

 

 

(Unaudited)

 

 

 

 

Ralph Hofmeier:

 

 

 

 

 

 

Unsecured advances due to officer

 

$

17,678

 

 

$

17,678

 

Accrued salaries

 

 

1,062,500

 

 

 

1,025,000

 

Total due to Ralph Hofmeier

 

 

1,080,178

 

 

 

1,042,678

 

 

 

 

 

 

 

 

 

 

Irma Velazquez:

 

 

 

 

 

 

 

 

Unsecured advances due to officer

 

 

38,577

 

 

 

38,490

 

Accrued salaries

 

 

950,500

 

 

 

913,000

 

Total due to Irma Velazquez

 

 

989,077

 

 

 

951,490

 

 

 

$

2,069,255

 

 

$

1,994,168

 

Schedule Of Property And Equipment      
  June 30,  December 31, 
  2022  2021 
  (Unaudited)    
Office equipment $3,936  $1,526 
Furniture and fixtures  2,425   2,607 
Machinery and equipment  42,933   0 
Automobile  32,000   0 
Property and equipment, gross  81,294   4,133 
Less: Accumulated depreciation  (5,067)  (299)
Property and equipment, net $76,227  $3,834 


Unsecured advances due to officers represent unreimbursed CorporationDepreciation expense for the three months ended June 30, 2022 and 2021 was $3,894 and $0, respectively, and for the six months ended June 30, 2022 and 2021 was $4,767 and $0, respectively, and is included in other general and administrative expenses paid byon the officers on behalfcondensed consolidated statements of operations and comprehensive loss.

Note 9. Accounts Payable and Accrued Expenses and Accounts payable – Related Party

Significant components of accounts payable and accrued expenses at June 30, 2022 and December 31, 2021 are as follows:

Schedule of Accounts Payable and Accrued Liabilities      
  June 30,
2022
  December 31,
2021
 
  (Unaudited)    
       
Accounts payable $226,304  $251,404 
Accounts payable – related party  55,697   124,370 
Accrued expenses  272,696   385,776 
Accrued legal costs  349,726   253,901 
Accrued salary  92,132   50,228 
Accounts payable and accrued expenses and accounts payable – related party $996,555  $1,065,679 

As of June 30, 2022 and December 31, 2021, the Company owed Virhtech Gmbh, a related party of the Corporation. These advances are non-interest bearingCompany, $55,697 and are due on demand.


Accrued salaries represent amounts accrued in accordance with the employment agreements$124,370, respectively, for services performed for the Corporation’s Chief Executive OfficerCompany and Chief Operating Officer (see note 7).is classified as accounts payable – related party on the condensed consolidated balance sheets.


 11

Energy and Water Development Corp.

Due to/from affiliateNotes to the Condensed Consolidated Financial Statements (Unaudited)


Note 10.Convertible Loans Payable

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

As of 2017June 30, 2022 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 completed2021, the repaymentbalance of all funds previously borrowed from EAWCconvertible loans payable net of discount was $39,999 and continued to remit its own funds to EAWC suppliers on behalf of EAWC and in satisfaction of EAWC obligations to its suppliers. $176,703, respectively.

During the year endingended December 31, 2018, EAWC-TV provided $300,0002021, the Company issued two convertible loans in the aggregate amount of services plus $3,620 net$404,000. The notes bear interest at 8% per annum and all mature within one year. On October 21, 2021, the Maturity Date of the $304,000 loan was extended from March 25, 2022 to April 21, 2022. The embedded beneficial conversion features in interestthe notes meet the definition of a derivative and remitted $170,483requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $746,672 and was recorded as a discount of the notes.

Schedule of Notes Payable   
  Amount 
Balance of convertible loan payables, net of discounts on December 31, 2020 $149,241 
Issuances of debt  404,000 
Settlement of debt  (95,500)
Amortization of debt discount  402,125 
Debt discount  (406,500)
Deferred financing costs  (6,663)
Conversions  (270,000)
Balance of convertible loan payables, net of discounts on December 31, 2021 $176,703 
Amortization of debt discount  63,296 
Settlement of debt  (150,000)
Conversions  (50,000)
Balance of convertible loan payables, net of discounts on June 30, 2022 (Unaudited) $39,999 

Derivative Liability

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 vendorsbe 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 satisfactionthe value of EAWC obligations. EAWC also remitted $20,000the derivative liabilities. Pursuant to EAWC-TV. The balance dueASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to EAWC-TV by EAWCbe 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 June 30, 2022 and December 31, 20182021:

Outstanding Derivative Liability   
  Total 
Balance of derivative liability as of December 31, 2020 $310,641 
Change due to issuances  746,672 
Change due to exercise / redemptions  (1,972,419)
Change in fair value  1,269,266 
Balance of derivative liability as of December 31, 2021 $354,160 
Change due to issuances  0 
Change due to exercise / redemptions  (110,507)
Change in fair value  (243,653)
Balance of derivative liability as of June 30, 2022 (Unaudited) $0 

 12

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the periods ended June 30, 2022 and December 31, 2021 is as follows:

Summary of Quantitative Information

June 30,

2022

December 31,

2021

(Unaudited)
Stock price$0.19 - 0.20$0.160.45
Exercise price$0.090.11$0.03 – 0.20
Contractual term (in years)0.640.680.271
Volatility (annual)1,313% – 1,368%149% – 2,095%
Risk-free rate0.51% – 0.78%0.04% – 0.39%

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

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:

Summary of Financial Liabilities Measured on Recurring Basis                
   Fair Value measured at June 30, 2022 (Unaudited) 
   Quoted prices in   Significant other   Significant   Fair value at 
   active markets   observable inputs   unobservable inputs   June 30, 
   (Level 1)   (Level 2)   (Level 3)   2022 
Derivative liability $0  $0  $0  $0 
Total $0  $0  $0  $0 

  Fair value measured at December 31, 2021 
  Quoted prices in  Significant other  Significant  Fair value at 
  active markets  observable inputs  unobservable inputs  December 31 
  (Level 1)  (Level 2)  (Level 3)  2021 
Derivative liability $0  $0  $354,160  $354,160 
Total $0  $0  $354,160  $354,160 

There were no transfers between Level 1, 2 or 3 during the three months ended June 30, 2022 and 2021.

During the three and six months ended June 30, 2022 the Company recorded gains of $0 and $243,653, respectively, and for the three and six months ended June 30, 2021, the Company recognized $126,855 and $183,493, respectively, from the change in fair value of derivative liability.

 13

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 11. Leases

The Company’s leases do not provide an implicit rate that can be readily determined. Therefore, the Company uses discount rates based on the incremental borrowing rate of its current external debt of 8%.

The Company’s weighted-average remaining lease term relating to its operating leases is 1.24 years, with a weighted-average discount rate of the 8.00%.

The Company incurred lease expense for its operating leases of $14,639 and $13,176, which was $298,313.


included in general and administrative expenses in the statements of operation for the three months ended June 30, 2022 and 2021, respectively, and $24,352 and $13,176 for the six months ended June 30, 2022 and 2021, respectively. During the three months ended MarchJune 30, 2022 and 2021, the Company made cash lease payments of $14,639 and $17,483, and for the six months ended June 30, 2022 and 2021, the Company made cash lease payments in the amount of $24,352 and $17,483, respectively. At June 30, 2022 and December 31, 2019, EAWC had paid $120,480 to EAWC-TV2021, the operating lease right-of-use asset was $106,014 and EAWC-TV charged EAWC $75,000 in monthly management fees. In addition, EAWC-TV had funded$49,432, respectively, the current portion of operating lease liability was $83,208 and paid on behalf$39,148, respectively, and the noncurrent portion of EAWC $24,278 to EAWC vendorsthe operating lease liability was $22,806 and charged EAWC $3,316 in interest. $10,283, respectively.

The balance due to EAWC-TV by EAWC at March 31, 2019 was $280,427.following table presents information about the future maturity of the lease liability under the Company’s operating leases as of June 30, 2022.

Schedule of maturity of lease liability    
Maturity of Lease Liability Amount 
2022 (remainder of the year) $48,479 
2023  63,243 
Total undiscounted lease payments  111,722 
Less: Imputed interest  (5,708
Present value of lease liabilities $106,014 
Weighted Average Remaining lease term (in years)  1.24 


Note 6.12.Convertible Loans PayableRelated Party Transactions


AsDue to officers

Amounts due to officers as of March 31, 2019June 30, 2022 and December 31, 2018,2021 are comprised of the Company had outstanding in aggregate $684,825following:

Due to Officers        
  June 30,
2022
  December 31,
2021
 
  (Unaudited)    
Irma Velazquez:        
Accrued salaries $3,328  $0 
Accrued expenses  0   0 
Total due to Irma Velazquez  3,328   0 
         
Ralph Hofmeier:        
Accrued salaries $41,808  $17,485 
Accrued expenses  8,532   0 
Total due to Ralph Hofmeier  50,340   17,485 
Total due to officers $53,668  $17,485 

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 $586,825, respectively, in convertible loans. The convertible loans are due on demand unsecured, have no maturity datedemand.

Officer Compensation

Accrued salaries represent amounts accrued in accordance with the employment agreements for Mr. Hofmeier, the Company’s President, Chief Executive Officer and are generally non-interest bearing although someChairman of the notes have 2% interest. 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 per share. The conversion feature becomes exercisable commencing whenBoard, and Ms. Velazquez, the Company’s S-1 registration went effective on February 19, 2019.Chief Operating Officer and Vice-Chairman. Mr. Hofmeier and Ms. Velazquez are also significant stockholders. See Note 15. Subsequent Events for new employee agreements.


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

 14

Energy and prior are not beneficial. As such, these convertible debentures have no equity portion and are presented as loans payables in the financial statements. The transaction price for these loans payable reflects the fair value of the instruments issued.




7



Eurosport Active WorldWater Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

March 31,

Customer deposit

EAWC-TV functions as a distributor of EAWD product. In 2019, 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 was satisfied through delivery of the equipment. 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 $54,982 and 55,169 as of June 30, 2022 and December 31, 20182021, respectively, which represents the balance of the Company’s outstanding accounts receivable as of June 30, 2022 and December 31, 2021. 

 


Virhtech Gmbh

As of June 30, 2022 and December 31, 2021, the Company owed Virhtech Gmbh, a related party of the Company, $55,697 and $124,370, respectively, for services performed for the Company and is classified as accounts payable – related party on the condensed consolidated balance sheets.

Investor deposit

As of December 31, 2021, the Company recorded $792,745, or 15,855,000 common shares to be issued, as common stock subscriptions within stockholders’ deficit and $377,350, or 7,547,000 common shares to be issued, as a common stock subscription liability for stock issuance transactions in process. The $1,170,095 is part of pending stock sales for 23,402,000 shares that has been funded and is waiting issuance to complete the sale at December 31, 2021. The common stock subscription liability consists of cash received for future share issuances in which a sales and purchase agreement was not signed and returned from the investor.

For the six months ended June 30, 2022, the Company recorded $150,000 in common stock subscriptions for stock issuance transactions in process. The $150,000 was part of pending stock sales for 1,000,000 shares that has been funded and was waiting issuance to complete the sale. Shares were issued within the period of July 2022.

Note 6.13.Convertible Loans Payable (continued)Stockholders’ Equity (Deficit)


Preferred Stock

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

Common Stock

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

During the threesix months ended June 30, 2022 the Company engaged in the following equity events:

Sale of Common Stock and Subscriptions

On February 18, 2022, the Company received a deposit in the amount of $300,000 for 1,875,000 common shares to be issued pursuant to a securities purchase agreement.

From January 1, 2022 through March 31, 2019,2022, the Company has issued two additional non-interest bearing notes totaling $98,000 which are convertible into 1,960,00014,953,000 common shares related to subscriptions outstanding at December 31, 2021.

From April 1, 2022 through June 30, 2022, the Company has issued 10,324,000 common shares related to subscriptions outstanding at March 31, 2022.

 15

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On April 18, 2022, the Company has issued 78,947 common shares pursuant to security purchase agreement with one investor.

On January 26, 2022, the Company entered into a $0.05 per share. These notes contained a beneficial conversion featureSecurities Purchase Agreement with an investor. As of March 31, 2022, 2,000,000 common shares were issued pursuant to this agreement for a full discount. Further,purchase price of $300,000. In June 2022, the Company also accepted requestsreceived payment in the amount of $150,000 in exchange for 1,000,000 common shares. As of July 6, 2022, these shares have been issued. 

Shares issued pursuant to convert $265,825ELOC

On January 26, 2022 the Company entered into a two year equity line of notes into 2,280,750credit (“ELOC”) with an investor to provide up to $5 million. As of March 31, 2022, 500,000 common shares which werehad been issued on April 16, 2019.pursuant to this agreement as the commitment fee.


Note 7.Stockholders’ DeficitShares issued upon conversion of convertible debt


During the three months ended March 31, 2019On January 14, 2022, the Company issued to an investor, 200,000 common shares atcompleted a $0.16 per shareconversion of our outstanding convertible debt by exchanging $53,222 cash for retiring $50,000 in convertible debt along with $3,222 in interest for a total of $32,000.575,558 common shares.


Note 8.Stock Option PlanShares issued for services


On JanuaryFebruary 2, 2012,2022, 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 members of the Board of Directors with the opportunity to receive grant awards to acquire, in the aggregate, up to 5,000,000Company issued 20,000 shares of the Corporation’s common stock.


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


 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Weighted

 

 

Remaining

 

 

 

Number of

 

 

Average

 

 

Contractual

 

 

 

Shares

 

 

Exercise Price

 

 

Term (Years)

 

Outstanding at December 31, 2017

 

 

2,200,000

 

 

$

0.10

 

 

 

3.0

 

Issued

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2018

 

 

2,200,000

 

 

 

0.10

 

 

 

2.0

 

Issued

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

2,200,000

 

 

$

0.10

 

 

 

1.7

 


The above outstanding options were granted on January 1, 2012, to a former Corporation’s executive. The options vest 20,000 options per monthvendor for services valued at $3,600

On February 3, 2022, the Company issued 500,000 shares of the Company’s common stock to a vendor for services valued at $85,000

On April 27, 2022, the Company issued 227,273 shares of the Company’s common stock to a vendor for services valued at $50,000.

Warrants

On February 17, 2021, the Company entered into an agreement with 2,200,000 being vesteda consultant to provide Business Development advisement and exercisable at Marchanalysis 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, 2019. During2021, due to a failure by the three months  ended March 31, 2019consultant to provide the services as required by the agreement, the Company terminated the agreement, and 2018, the Corporation did not recognize any stock-based compensation expense aswarrants were canceled.

 16

Energy and Water Development Corp.

Notes to the options were fully vested at December 31, 2016.Condensed Consolidated Financial Statements (Unaudited)


Note 9.14.Commitments and Contingencies


Commitments


Equity Line of Credit

The Company entered into a two-year Equity Line of Credit pursuant to an Equity Purchase Agreement with Tysadco Partners, LLC, dated January 26, 2022. Pursuant to the agreement, Tysadco Partners agreed to invest up to $5,000,000 to purchase the Company’s Common Stock, par value $0.001 per share, and upon execution of the ELOC the Company issued an additional 500,000 shares of common stock to Tysadco Partners as commitment shares in accordance with the closing conditions within the ELOC. Requests are limited to the lesser of $1,000,000 or 500% of the average shares traded for the 10 days prior the Closing Request Date. The purchase price shall be 85% of the two lowest individual daily VWAP during the five (5) trading days immediately prior to the date the Request Notice is delivered (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of this Agreement). In addition, the Company and Tysadco Partners entered into a Registration Rights Agreement, whereby the Company shall register the securities on a registration statement covering the Offering Amount with the Securities and Exchange Commission (“SEC”) within forty-five days of filing its 10-K for the year ended December 31, 2021. The Company’s Registration Statement on Form S-1 registering 25,000,000 shares in connection with the ELOC was declared effective on July 5, 2022.

Employment Agreements

 

The CorporationCompany 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 hashad 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. See Note 15. Subsequent Events for new employment agreements.


Lease


Our registered office is located at 7901 4th Street N STE #4174, St. Petersburg, Florida 33702. Our telephone number is +1 (727) 677-9408. Office services are contracted for on a 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 MarchApril 1, 2016,2021, the Corporation leased USCompany entered into two lease agreements for a workshop located at Industriestraße 17, 25462 Relligen and an office located at Ballindam 3 20095 Hamburg, Germany. On May 23, 2022, after expiration of the office located in Ballindam, the Company signed a new lease agreement for the same office space. Additionally, on May 20, 2022, the Company signed a new lease agreement for additional office space at 3250 Mary Street, Suite 303 Coconut Grove FL 33133 USA from its counsel for monthly rent payments of $300 on a month to month basis.in Frankfurt, Germany.

Our Telephone number is +49 40 809081354. Rent expense in the three months ending March 31, 2019June 30, 2022 and 20182021 amounted to $900$22,247 and $900, respectively.



8



Eurosport Active World Corp.

Notes$20,080, respectively, and rent expense for the six months ended June 30, 2022 and 2021 amounted to the Condensed Consolidated Financial Statements (Unaudited)

March 31, 2019$41,768 and December 31, 2018$22,114.

 


Note 9.Commitments and Contingencies (continued)


Contingencies


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.


 17

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Litigation


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 caseCompany is resolved. An Agreed Stipulationrequesting the proof of payment for Final Judgement was entered into by the plaintiff, Nick Norwood and the Company and Ralph Hofmeiershares 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 – The nature of the litigation was for breach of a lease agreement. This case is concluded with a judgement against the Company in July 2010 for $84,393 plus 6% interest. 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.


Note 10. 15. Subsequent Events


On April 16, 2019, holdersJuly 5, 2022, an S-1 registration statement filed with the SEC for twenty-five million shares to be offered by a stockholder in relation to the ELOC (See Note 14), and thirty million shares to be offered by the Company, was declared effective by the SEC.

Between July 6, 2022 and July 18, 2022, the Company issued 1,000,000 common shares to Tysadco Partners related to subscriptions outstanding at June 30, 2022, and issued 910,581 additional common shares pursuant to the ELOC.

Effective as of two convertible debentures exercised their conversionAugust 4, 2022, Mr. Ralph M. Hofmeier has resigned as Chief Executive Officer and President of Energy and Water Development Corp. (the "Company"), and has been appointed as Chief Technology Officer of the Company. Mr. Hofmeier’s resignation is not a result of any disagreement with the Company or its independent auditors on any matter relating to the Company’s accounting, strategy, management, operations, policies, regulatory matters, or practices (financial or otherwise).

Effective as of August 4, 2022, Ms. Irma Velazquez has resigned as Chief Operating Officer of the Company, and has been appointed as Chief Executive Officer of the Company. Ms. Velazquez’s resignation is not a result of any disagreement with the Company or its independent auditors on any matter relating to the Company’s accounting, strategy, management, operations, policies, regulatory matters, or practices (financial or otherwise).

On August 4, 2022, per a board of directors resolution, the Company entered into employment agreements with its Chief Technology Officer, Mr. Ralph Hofmeier, and its Chief Executive Officer, Ms. Irma Velazquez (collectively the “2022 Employment Agreements”). Effective for the fiscal year ended December 31, 2022, under the 2022 Employment Agreements, the base salary will be €200,000 prorated for any partial period of employment and payable in arrears in accordance with the Company’s ordinary payroll policies and procedures. Additionally, in recognition of the employees’ past services, the Company shall pay each employee a lump sum cash signing bonus of €28,812, less payroll deductions and withholdings, and each individual will be eligible to receive a yearly bonus based on yearly profitability. Additionally, if certain performance milestones are met, each employee will be granted options on convertible debentures amounting to $265,825, in exchange for 2,280,750purchase shares of the Company’s common stock.stock, No options had been granted as of June 30, 2022. Any increase to the annual base is subject to approval by the Company’s Board of Directors. The 2022 Employment Agreements each have an indefinite term.







18 


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


INTRODUCTORY STATEMENT


The following discussion should be read in conjunction with our condensed consolidated financial statements and the notes to those consolidatedcondensed 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


Results of Operations for the Three Months ended March 31, 2019June 30, 2022 Compared to the Threethree Months ended March 31. 2018June 30, 2021


The following table sets forth our operations for each of the periods presented.

  For the Three Months Ended 
  June 30, 
  2022  2021 
       
GENERAL and ADMINISTRATIVE EXPENSES        
Marketing fees $352  $2,287 
Officers’ salaries and payroll taxes  123,036   82,277 
Professional fees  189,842   34,264 
Travel and entertainment  6,373    
Other general and administrative expenses  115,636   38,521 
TOTAL GENERAL and ADMINISTRATIVE EXPENSES  435,239   157,349 
         
LOSS FROM OPERATIONS  (435,239)  (157,349)
         
OTHER INCOME (EXPENSE)        
Change in fair value of derivative liability     (126,855)
Other expense  (97,609)   
Interest income (expense), net  (1,266)  (119,277)
TOTAL OTHER INCOME (EXPENSE)  (98,875)  (246,132)
         
NET LOSS $(534,114)  (403,481)

Revenue

 

ForThe Company recognized no revenue during the three months ended March 31, 2019June 30, 2022 and 2018, we generated no revenue.2021.

 

Cost of equipment sold

The Company recognized no cost of equipment sold during the three months ended June 30, 2022 and 2021.

General and Administrative Expense

 

General and administrative expense increased by $8,395 or 4.2%$277,890 to $209,024$435,239 for the three months ended March 31, 2019June 30, 2022 from $200,629$157,349 for the three months ended March 31, 2018.June 30, 2021.

 

The $8,395 increase in general and administrative expenses was primarily due to increasesan increase in the following categories:

·

 $11,935 for professional fees due to the added expense of our registration and other corporate matters,

·

$488 net in other general and administrative expenses, and

·

$972 for travel and entertainment a result of the Company renewing its efforts to secure both customers and additional financing.


The foregoing increases were partiallyprofessional fees of $155,578, officer’s salaries of $40,759, and other general and administrative expenses by $77,115, offset by a $5,000 syn-gas fee incurreddecrease in 2018 that did not repeat in 2019marketing fees of $1,935.


19 

Other ExpenseIncome (Expense)

 

Other Expense increased by $3,452 to $4,896The Company had other expense of $98,875 for the three months ended March 31, 2019 from $1,444June 30, 2022 compared to other expense of $246,132 for the three months ended March 31, 2018June 30, 2021. The decrease in expense is primarily due tothe result of a reduction in interest expense of $118,011 and reduction in change in fair value of derivative by $126,855 offset by an increase in interest expense.other expense of $97,609, which mostly consists of foreign transaction adjustments.


Net Loss

 

Net Loss increasedloss decreased by $11,847 or 5.9%$130,633 to $213,920$534,114 for the three months ended March 31, 2019June 30, 2022 from $202,073$403,481 for the three months ended March 31, 2018.June 30, 2021. This increase was attributable to the net increases and decreases as discussed above.

Results of Operations for the Six Months ended June 30, 2022 Compared to the six Months ended June 30, 2021

The following table sets forth our operations for each of the periods presented.

  For the Six Months Ended 
  June 30, 
  2022  2021 
       
GENERAL and ADMINISTRATIVE EXPENSES        
Marketing fees $93,599  $167,475 
Officers’ salaries and payroll taxes  236,273   157,277 
Professional fees  291,740   91,266 
Travel and entertainment  18,448    
Other general and administrative expenses  238,291   46,813 
TOTAL GENERAL and ADMINISTRATIVE EXPENSES  878,351   462,831 
         
LOSS FROM OPERATIONS  (878,351)  (462,831)
         
OTHER INCOME (EXPENSE)        
Change in fair value of derivative liability  243,653   183,493 
Other expense  (132,414)   
Interest income (expense), net  (125,712)  (558,195)
TOTAL OTHER INCOME (EXPENSE)  (14,473)  (374,702)
         
NET LOSS  (892,824)  (837,533)

Revenue

The Company recognized no revenue during the six months ended June 30, 2022 and 2021.

Cost of equipment sold

The Company recognized no cost of equipment sold during the six months ended June 30, 2022 and 2021.

General and Administrative Expense

General and administrative expense increased by $415,520 to $878,351 for the six months ended June 30, 2022 from $462,831 for the six months ended June 30, 2021.

The increase in interestgeneral and administrative expenses was primarily due to an increase in professional fees of $200,474, officer’s salaries of $78,996, and other general and administrative expenses by $191,478, offset by a decrease in marketing fees of $73,876.

20 

Other Income (Expense)

The Company had other expense of $14,473 for the six months ended June 30, 2022 compared to other expense of $374,702 for the six months ended June 30, 2021. The decrease in expense is primarily the result of a reduction in interest expense of $432,483 and an increase in the gain on change in fair value of derivative by $60,160 offset by an increase in other expense of $132,414, which mostly consists of foreign transaction adjustments.

Net Loss

Net Loss decreased by $55,291 to a $892,824 net loss for the six months ended June 30, 2022 from a $837,533 net loss for the six months ended June 30, 2021. This increase in net loss was attributable to the net increases and decreases as discussed.discussed above.


LIQUIDITY and CAPITAL RESOURCES

 

We had $0$57,751 cash and a working capital deficit of $3,922,448$288,217 at March 31, 2019.June 30, 2022. 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,June 30, 2022, we had an accumulated deficit of $11,230,224.$23,288,217. 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 threesix months ended March 31, 2019,June 30, 2022, through the support of an affiliate who paid our operational expenses on our behalf, the issuance of convertible loans and the sale of ourcommon stock. During 2019, the expenses paid by an affiliate on our behalf totaled $102,594. During the three months ended March 31, 2019, the Company sold 200,000 common shares at $0.16 per share or $32,000 and issued $98,000 in convertible loans. The holders of the convertible loan instrument have the option to convert these loans into common stock at a conversion price of $0.05 per share.

 

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 ThreeSix Months Ended March 31, 2019 (2019)June 30, 2022 and March 31, 2018 (2018)2021

 

Cash Flows from Operating ActivitiesNet cash used in operating activities

 

We used $130,000$1,024,258 of cash used in our operating activities in 20192022 compared to $116,642$633,395 used in 2018.2021. The increase in cash used of $13,358 is primarily due to $11,847 of working capital used for the increase in$390,863 includes a net loss in the current period comparedof $892,824, offset by non-cash expenses of $97,879 principally related to the same period one year agoamortization of debt discount and due to $2,325deferred financing costs of working capital used$63,296, depreciation expense of $4,767, foreign transaction adjustments of $134,869, and common stock issued for the increase in prepaid expense, partiallyservices of $138,600, offset by a $727change in fair value of derivative liability of $243,653, as well as cash used in working capital items in the amount of $229,313 principally related to an increase in inventory of $278,021 and a decrease in accounts payable and accrued expenses.expenses and due to related party of $61,218, offset by an increase in due to officers of $31,743, a decrease in prepaid expenses and other current assets of $78,183.


Cash Flows from Investing Activities

 

We received $0The Company used $79,289 in cash provided by our investingfrom financing 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.purchase property and equipment.

 

Cash Flows from Financing Activities

 

We received $130,000$591,000 (2022) and $0$887,121 (2021) in cash provided from financing activitiesactivities. The net decrease of $296,121 is due primarily to a $369,500 decrease in 2019financing through issuance of convertible loans, a $54,500 increase in payments of convertible loans payable, and 2018, respectively. Thea $24,000 decrease due to costs associated entering the equity line of credit, offset by an increase of $130,000 is due to the increase in financing though convertible loans and$151,879 from proceeds from the sale of common shares in the current period compared to the same period one year ago.stock and subscriptions.


Financial Position

 

Total Current Assets– At March 31, 2019June 30, 2022 the Company had $2,325$1,067,454 representing advance payments for services.$57,751 in cash, $54,982 in accounts receivable, $447,775 in inventory, $324,705 in prepaid expenses and other current assets, $76,227 in property and equipment, and $106,014 in operating lease right-of-use asset.


21 

PLAN OF OPERATION AND FUNDING


We have no lines of credit or other bank financing arrangements. Until we beginexpect to generate more 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 affiliatelines of credit, convertible loans and/or further issuances of other securities. There is no assurancesecurities 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 ableseek 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 basedfocus on high efficiency and renewable sources, and also smart grid and storage solutions. Through a combinationthree main aspects of the best designwater and configurationenergy 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, EnergyTechwater and waste management assisted solutionsenergy 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 possibleits commission-based global network of vendors, the Company expects to create a completely self-sufficientsustainable added value to each project it takes on while generating revenue from its engineering and technical consultancy services, project management, sale of our patent filed 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 atin 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 believeThrough our BlueTech Alliance for Water Generation established in December 2020, we have potentialstate 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 oursupply. These unique key uniquerelationships offer important selling features and capabilities is this relationship. We believe that onedifferentiated 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 featuresPatent filed 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 salescommercialization of energy and/orand water in certain projects.cases, and revenues from the licensed innovated technologies. 


MATERIAL COMMITMENTS


Employment Agreements

 

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 companyCompany 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 also entered into employment agreement with 4 other employees, effective on the 3rd quarter of 2021.


OFF-BALANCE SHEET ARRANGEMENTS


NoneWe have no off-balance sheet arrangements.


GOING CONCERN


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 productsnot currently recorded any revenue and consequently has generated no revenue, incurringincurred operating losses since inception (June 24, 2005)it began operations (December 2012) totaling $11,230,224$23,288,217 at March 31, 2019.June 30, 2022. During the three and six months ended March 31, 2019,June 30, 2022, the Corporation incurred net losses of $213,920.$534,114 and $892,824, respectively. The Company also incurredhad a working capital deficit of $3,922,448$288,217 at March 31, 2019.June 30, 2022.


These factors raise substantial doubt regarding the Corporation’sThe Company’s ability to transition to profitable operations is dependent upon achieving a level of revenue 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.

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 during 2022; through the issuance of equity securities and from deposits related to purchases orders on proposals pending customer acceptance as well, if necessary, loans from management and third-party lender. Management also plans to defer expenses by centralizing assembling, logistic and administration operations expenses. By doing so, the company would identify a going concern. bigger place to use as self-sufficient energy supply warehouse to be able to centralize the storage of supplies, while securing its inventory, this would reduce the costs of the assembling and the administrative operations, the company would acquire its own electrical trucks as well, to reduce cost of transportation of supplies.

The ability of the CorporationCompany 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.

ADDRESSING CHALLENGES POST-COVID-19

COVID-19 is an incomparable global public health emergency that has affected almost every industry and has caused the worst global economic contraction of the past 80 years (IMF). The Corporation expectsconcerted global efforts achieved the development of vaccines that have helped to reduce a person´s risk of contracting the virus. However, the current war in Ukraine lead us as well to considering the changes in consumer behavior and demand, purchasing patterns, re-routing of the supply chain, dynamics of current market forces, and the significant interventions of governments; 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 extent to which COVID-19 impacts our results will depend on future developments, which still uncertain and cannot be financed through equity capital, debt financingpredicted, including new information which may emerge concerning the severity of the current conflict as well as virus variants and the actions to contain it or from deposits relatedtreat its impact, among others. COVID-19 and the war in Ukraine could also continue to purchases orders on proposals pending customer acceptance.result in social, economic and labor instability in the countries in which we or our customers and suppliers operate.

If workers at one or more of our offices or the offices of our suppliers or manufacturers become ill or are quarantined and in either or both events are therefore unable to work, our operations could be subject to disruption. Further, if our manufacturers become unable to obtain necessary raw materials or components, we may incur higher supply costs or our manufacturers may be required to reduce production levels, either of which may negatively affect our financial condition or results of operations.

 

In the event the Corporation does not generate sufficient funds from issuance of common stock, debt financing or purchase orders, it may be unable to fully implement its 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. The accompanying consolidated financial statements do not include any adjustments that might result from the outcomelight of these uncertainties.challenges, the Company is focusing its efforts on supporting key areas of our business that will help us to stabilize in the new environment and strategize for what comes next. Those key areas are: crisis and management response, workforce, operation and supply chain, finance and liquidity, tax, trade and regulatory, as well as strategy and brand. 


CRITICAL ACCOUNTING POLICIES


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


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


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.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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






ITEM 4. CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


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, 2018.2021. 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,June 30, 2022, 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,June 30, 2022, our disclosure controls and procedures were not effective:


·

·

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.


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

 

Our company plansWe intend to take stepsimplement changes to enhance and improve the design ofstrengthen our internal controls overin 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 2022, as financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been ableresources permit. Specifically, to remediateaddress the material weaknesses identified above. To remediate such weaknesses, we planarising from insufficient accounting personnel, the Company plans to implementhire a full-time Chief Financial Officer and has secured the following changes during our fiscal year ending December 31, 2019: (i) appointservices of additional qualifiedaccounting personnel on a consulting basis which begins to address inadequate segregation of duties and limited reviews (ii) adopt sufficient writtenduties. The Company is currently formalizing its policies and procedures forin 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 coverstatements. In addition, other material weaknesses or significant deficiencies may be identified in the costs of implementing the changes required.future. If we are unsuccessfulunable to correct deficiencies in securing such funds, remediation efforts mayinternal 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 affectedaffected. 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 unableour reported financial information, subject us to remedycivil and criminal investigations and penalties, and generally materially and adversely impact our controls related to the inadequate segregation of dutiesbusiness and ineffective risk management until we receive financing to hire additional employees.financial condition.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three monthsfiscal quarter ended March 31, 2019June 30, 2022 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

 

Limitations on the Effectiveness of Internal Controls

 

Our management does not expectManagement’s conclusion that our disclosure controls and procedures were not effective means that if a fraud or our internal control overmaterial misstatement of the company’s annual or interim financial reportingstatements 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.

 

 





PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


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 casecompany is resolved. An Agreed Stipulationrequesting the proof of payment for Final Judgement was entered into by the plaintiff, Nick Norwood and the Company and Ralph Hofmeiershares 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 – The nature of the litigation was for breach of a lease agreement. This case is concluded with a judgement against the Company in July 2010 for $84,393 plus 6% interest. 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.


ITEM 1A. RISK FACTORS


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


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


The Company issued the following common shares during the threesix months ended June 30, 2022:

Sale of Common Stock and Subscriptions

On February 18, 2022, the Company received a deposit in the amount of $300,000 for 1,875,000 common shares to be issued pursuant to a securities purchase agreement.

From January 1, 2022 through March 31, 2019:


·

200,0002022, the Company has issued 14,953,000 common shares for proceedsrelated to subscriptions outstanding at December 31, 2021.

From April 1, 2022 through June 30, 2022, the Company has issued 10,324,000 common shares related to subscriptions outstanding at March 31, 2022.

On April 18, 2022, the Company has issued 78,947 common shares pursuant to security purchase agreement with one investor.

On January 26, 2022, the Company entered into a Securities Purchase Agreement with an investor. As of $32,000 to pay operational expenses. TheMarch 31, 2022, 2,000,000 common shares were issued pursuant to an exemption from registrationthis agreement for a purchase price of $300,000.  In June 2022, the Company received payment in the amount of $150,000 in exchange for 1,000,000 common shares. As of July 6, 2022, these shares have been issued. 

Shares issued pursuant to Section 4(a)(2)ELOC

On January 26, 2022 the Company entered into a two year equity line of credit (“ELOC”) with an investor to provide up to $5 million. As of March 31, 2022, 500,000 common shares had been issued pursuant to this agreement as the commitment fee.

Shares issued upon conversion of convertible debt

On January 14, 2022, the Company completed a conversion of our outstanding convertible debt by exchanging $53,222 cash for retiring $50,000 in convertible debt along with $3,222 in interest for a total of 575,558 common shares.

Shares issued for services

On February 2, 2022, the Company issued 20,000 shares of the securities ActCompany’s common stock to a vendor for services valued at $3,600. 

On February 3, 2022, the Company issued 500,000 shares of 1933 (the 1933 Act).the Company’s common stock to a vendor for services valued at $85,000. 

On April 27, 2022, the Company issued 227,273 shares of the Company’s common stock to a vendor for services valued at $50,000.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None


ITEM 4. MINE SAFETY DISCLOSURES


N/A


ITEM 5. OTHER INFORMATION


NoneN/A


ITEM 6. EXHIBITS


EXHIBIT INDEX


Incorporated by Reference

Filed or Furnished

Exhibit #

Exhibit Description

Form

Date Filed

Exhibit #

Herewith

31.1

Certification of Principal ExecutiveExecutive Officer (Section 302)

*

31.2

Certification of Principal Financial Officer (Section 302)

*

32.1

Certification of Principal Executive Officer and Principal Financial Officer (Section 906)

*

101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*







26 



SIGNATURES

 

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.

 

Energy and Water Development Corp.

EUROSPORT ACTIVE WORLD CORP.

Date: August 11, 2022

By:
/s/ Irma Velazquez

Date: May 9, 2019

By:

/s/ Ralph Hofmeier

Irma Velazquez

Ralph Hofmeier

President and Chief Executive Officer

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

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.


SignatureTitleDate

Signature

Title

Date

/s/ Ralph Hofmeier

President, Chief Technology Officer, Director, and

August 11, 2022
Ralph HofmeierChairman of the Board of Directors
/s/ Irma VelazquezChief Executive Officer Director, and

May 9, 2019

Ralph Hofmeier

Chairman (Principal Executive Officer)

August 11, 2022

/s/ Irma Velazquez

Chief Operating Officer (Principal Financial Officer and

May 9, 2019

Irma Velazquez

Principal Accounting Officer), Director and Vice-Chairman

of the Board of Directors

/s/ Gary Rodney

Interim Chief Financial Officer

August 11, 2022

Gary Rodney

(Principal Financial and Accounting Officer)




27

15