As filed with the Securities and Exchange Commission on April 7, 2023

Registration No. 333-269368

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1/A

(AMENDMENT NO. 1)1

TO

FORM S-1/A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

        

EUROSPORT ACTIVE WORLD CORPORATION

ENERGY AND WATER DEVELOPMENT CORP.

 (Exact(Exact name of registrant as specified in its charter)

Registration No. 333-207333

 

Florida 3585  65-091388630-0781375
(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial(I.R.S. Employer
ofincorporation)Classification Code Number)(I.R.S. Employer Identification No.)

 

2000 Ponce de Leon Blvd, 6th Floor

7901 4th StreetN STE #4174, St Petersburg, Florida33702
(Address of principal executive offices)(Zip Code)

Miami, Florida 33134

Tel. No.: 305 517 7330Registrant’s telephone number, including area code 727-677-9408

 (Address,

Florida Registered Agent LLC

7901 4th St N STE 300

St. Petersburg, FL 33702

T: 850-807-4500

agent@floridaregisteredagent.net

(Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)agent for service)

 

Copies of all communications, including communications sent to agent for service, should be sent to:

Clifford J. Hunt, Esquire

Amy K. Maliza, Esq.
di Santo Law, PLLC

429 Lenox Avenue, 4th Floor

Miami Beach, FL 33139

(305) 587-2699

amaliza@disantolaw.com

Law Office Of Clifford J. Hunt, P.A.

8200 Seminole Boulevard

Seminole, Florida 33772
Tel. No.: (727) 471-0444Approximate date of commencement of proposed sale to the public:

 

From time to time after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: þ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐¨

 

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

 

Large accelerated filer☐filer: ¨Accelerated filerfiler: ¨☐
Non-accelerated filer: ☐Smaller reporting companycompany: ☒
þEmerging growth company: ☒

 

CALCULATION OF REGISTRATION FEEIf 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 7(a)(2)(B) of the Securities Act. ☐

 

Title of Each Class of 
Securities to be Registered		 

Amount to be

Registered

  

Proposed

Maximum

Offering Price

Per Share (2)

  

Proposed

Maximum

Aggregate

Offering Price (2)

  Amount of Registration Fee 
Common stock, par value $0.001 par value per share (the “Common Stock”)(1)  21,747,348  $

1.00

  $21,747,348  $220.05 

 (1) ThisThe registrant hereby amends this registration statement coverson such date or dates as may be necessary to delay its effective date until the resale by our selling shareholders of up to 21,747,348 shares of Common Stock previously issued to such selling shareholders.

(2) The offering price has been estimated solely for the purpose of computing the amount of theregistrant shall file a further amendment which specifically states that this registration feestatement shall thereafter become effective in accordance with Rule 457(c) and Rule 457(o)Section 8(a) of the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTIONAct of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

 

The information in this preliminary prospectus is not complete and may be changed. WeThese securities may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission becomesis effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offersnor does it seek an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

 


PRELIMINARY PROSPECTUSSubject to completion, dated ________________

 

EUROSPORT ACTIVE WORLD CORPORATIONSUBJECT TO COMPLETION ON APRIL 7, 2022

 

PROSPECTUSENERGY AND WATER DEVELOPMENT CORP.

 

21,747,348 Shares of Common Stock145,533,359 SHARES OF COMMON STOCK

 

The selling security holders named in thisThis prospectus are offering all of the shares of common stock offered through this prospectus.  The common stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section is common stock that are shares that have already been issued and are currently outstanding. We will not receive any proceeds from the sale of the common stock covered by this prospectus.We have agreed to bear the expenses relatingrelates to the registrationoffer and resale of theup to an aggregate of 145,533,359 shares for the selling security holders.

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The common stock to be sold by the selling shareholders as provided in the “Selling Shareholders” section is shares of our common stock, par value $0.001 per share (the “Common Stock”), of Energy and Water Development Corp. (“EAWD,” the “Company,” “we,” “us” or “our”) held by selling stockholders. The holders of the Common Stock are each referred to herein as a “Selling Stockholder” and collectively as the “Selling Stockholders.”

This prospectus also covers any additional shares of common stock that have already been issuedmay become issuable to the Selling Stockholders by reason of stock splits, stock dividends, and other events.

The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Common Stock through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may sell their Common Stock hereunder following the effective date of this registration statement. We provide more information about how a Selling Stockholder may sell its Common Stock in the section titled “Plan of Distribution” on page 32 of this prospectus.

We are currently outstanding.registering the Common Stock on behalf of the Selling Stockholders, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of our common stock by the Common Stock covered bySelling Stockholders in the offering described in this prospectus.

 

We are an “emerging growth company” and a “smaller reporting company” as such terms are defined under federal securities laws, and, as such have elected to take advantage of certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings.

This prospectus describes the general manner in which the Common Stock may be offered and sold. Please see “Plan of Distribution” on page 32 of this prospectus for more information. For more information regarding the Selling Stockholders, see “Selling Stockholders” on page 23 of this prospectus.

If necessary, the specific manner in which the Common Stock may be offered and sold will be described in a supplement to this prospectus.

As of April 6, 2023, there were 195,572,994 shares of common stock issued and outstanding and this prospectus registers up to 145,533,359 shares of Common Stock for resale by the Selling Stockholders, representing approximately 74% of the total issued and outstanding shares of common stock of the Company. Ms. Irma Velazquez, the Company’s Chief Executive Officer and Vice-Chairman of the Board of Directors and Mr. Ralph Hofmeier, the Company’s Chief Technology Officer and Chairman of the Board of Directors, are married to each other and, together, they own 67,433,766 shares of Common Stock and 9,780,976 shares of Series A Preferred Stock which, on an as-converted basis represents an approximate aggregate 60%of the total voting power in the Company. Ms. Velazquez and Mr. Hofmeier are registering all of their shares of Common Stock for sale in this offering.

Our common stock is currently quotedlisted for trading on the OTC Pink Market maintained by OTC Markets Group, Inc. underOTCQB. At the symbol “EAWD”; however, our securities are currently highly illiquid, and subject to large swings in trading price, and are only tradedclose of business on a sporadic and limited basis. As a result, you should not expect to be able to resell your common stock regardless of how we perform and, if you are able to sell your common stock, you may receive less than your purchase price.  

Common Stock being registered in this registration statement may be sold by Selling Security Holders at the fixed price of one dollar ($1.00) per share through the duration of the offering or privately negotiated prices or in transactions that are not in the public market. Selling shareholders may be deemed underwriters as defined under the Securities Act of 1933. The Company has no present plans to be acquired or to merge with another company nor does the Company, or any of its shareholders, have plans to enter into a change of control or similar transaction. On February 11, 2016,April 6, 2023, the closing price of our Common Stockcommon stock was $1.38 per share as reported on the OTC Pink Marketplace. 

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act$0.0381. The trading price of 2012 (the “JOBS Act”)our common stock has been and aremay continue to be, subject to reduced public company reporting requirements.wide price fluctuations in response to various factors, many of which are beyond our control, including those described under the heading “Risk Factors” beginning on page 11 of this prospectus.

 

InvestingAn investment in our Common Stockcommon stock is speculative and involves a high degree of risk. Before buying any shares, youInvestors should carefully readconsider the discussion of material risks of investingrisk factors and other uncertainties described in this prospectus before purchasing our Common Stock in “Risk Factors”common stock. See “Risk Factors” beginning on page4 of this prospectus. 11.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL, ACCURATE, OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The date of this prospectus is February 11, 2016April [  ], 2023.

 

Table of Contents

 

TABLE OF CONTENTS

 

 PAGEPage
ABOUT THIS PROSPECTUSii
INDUSTRY AND MARKET DATAii
TRADEMARKSii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATIONiii
PROSPECTUS SUMMARY1
SUMMARY OF THE OFFERING10
RISK FACTORS11
CAPITALIZATION22
USE OF PROCEEDS22
SELLING STOCKHOLDERS23
PLAN OF DISTRIBUTION32
MARKET PRICE FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS34
DIVIDEND POLICY35
DESCRIPTION OF THE BUSINESS36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS43
MANAGEMENT AND BOARD OF DIRECTORS49
EXECUTIVE AND DIRECTOR COMPENSATION52
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS54
DESCRIPTION OF CAPITAL STOCK57
INTERESTS OF NAMED EXPERTS AND COUNSEL62
EXPERTS62
LEGAL MATTERS62
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES62
WHERE YOU CAN FIND ADDITIONAL INFORMATION62
Prospectus SummaryINDEX TO FINANCIAL STATEMENTS1
Cautionary Statement Regarding Forward Looking Statements3
Risk Factors4
Use of Proceeds6
Determination of Offering Price7
Dilution7
Selling Shareholders7
Plan of Distribution9
Description of Securities10
Transfer Agent and Registrar11
Interests of Named Experts and Counsel12
Description of Business12
Description of Property20
Legal Proceedings20
Market for Common Equity and Related Shareholder Matters20
Holders20
Dividend Policy21
Management Discussion and Analysis of Financial Condition and Results of Operations21
Directors, Executive Officers, Promoters and Control Persons31
Executive Compensation33
Security Ownership of Certain Beneficial Owners and Management34
Transactions with Related Persons, Promoters, and Certain Control Persons34
Disclosure of Commission Position on Indemnification of Securities Act Liabilities36
Where You Can Find Additional Information36
Index to Financial Statements37
SignaturesII-4F-1

Table of Contents

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

 

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

 

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the Common Stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “EAWC,” “EAWC Technologies,” “Eurosport Active,” “Eurosport” “Company,” “we,” “us” and “our” refer to Eurosport Active World Corporation or any of its subsidiaries.

Overview

The Company focuses on green sustainable solutions to generate and purify water, as well as the production and reproduction of energy. EAWC is already engaged in the promotion, development and commercialization of green technologies, mainly in Mexico & the State of California. The strong increased demand for water and energy around the world, the Company and its partners develop, manufacture, distribute and operate water generation, water purification, and green energy production (Waste to Energy) technologies.http://www.eawctechnologies.com

.

Company History

Eurosport Active World Corporation (the “Company”) (formerly Eagle International Holdings Group Inc. or “EIH”), was incorporated under the laws of the State of Florida on August 23, 2000. EIH was a shell entity that was in the market to merge with an operating company.

On March 17, 2008, EIH entered into an Agreement and Plan of Acquisition (the “Merger Agreement”) with Inko Sport America, LLC (“ISA”), a Florida privately-held limited liability company. In connection with the closing of the Merger Agreement, ISA merged with and into EIH effective May 7, 2008, with the filing of the Merger Agreement with the Florida Secretary of State.

Pursuant to the terms and conditions of the Merger Agreement:

●As a precondition of the consummation of the merger transaction, a reverse stock split of EIH common stock was consummated on a one for 1,000 basis pursuant to which each 1,000 outstanding shares of EIH common stock was converted into one share of Eurosport Active World Corp. common stock. After giving effect to the reverse stock split, the authorized capital stock of EIH immediately prior to the closing of the Merger Agreement consisted of one billion shares of EIH common stock, of which 106,214 shares (as a result of the reverse stock split) was issued and outstanding.
●After the reverse stock split, ISA agreed to acquire 100% of the ownership interest in EIH, in exchange for the issuance of 20,500,000 (approximately 99% of the issued and outstanding common stock of the Company).
●Concurrent with the closing of the Merger Agreement, 4,394,044 shares of common stock were issued to EIH’s majority shareholder and officer, Michael Farkas, for the satisfaction of obligations payable to him; and
●Immediately after the closing of the Merger Agreement, ISA merged with EIH, and adopted EAWC’s business plan and changed its name to Eurosport Active World Corp (“EAWC”). Further, upon completion of the merger, the prior officers and directors of EIH resigned and the current officers and directors of the Company were appointed to their positions.i 

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Table of Contents 

ABOUT THIS PROSPECTUS

 

This transaction was accounted for asprospectus constitutes a recapitalization effectedpart of a registration statement on Form S-1 (together with all amendments and exhibits thereto, the “Registration Statement”) filed by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes.

ISA was a development stage company, incorporated on February 24, 2005. Through December 31, 2012, the Company had been primarily engaged in the promotion, development and commercialization of green technologies. In view of the increased demand of water and energy, the Company began to focus on water generation, water purification, and green energy production (Waste to Energy); acquiring and licensing the rights to sell and produce related technologies and securing through collaborationus with Green Tech research and developments centers in Europe, the research and development, technical maintenance, education and training related to the technology.

Where You Can Find Us

Our principal executive offices are located at 2000 Ponce de Leon Blvd., 6th Floor, Miami, Florida 33134. Our telephone number is 305-517-7330.

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

●A requirement to have only two years of audited financial statements and only two years of related MD&A;
●Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
●Reduced disclosure about the emerging growth company’s executive compensation arrangements; and
●No non-binding advisory votes on executive compensation or golden parachute arrangements.

We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”Commission (“SEC”).

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of under the Securities Act of 1933, as amended (the “Securities Act”). As permitted by the rules and regulations of the SEC, this prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement and related exhibits for complyingfurther information with newrespect to EAWD and the securities offered hereby. With regard to any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or revised accounting standards. Weotherwise filed with the SEC, in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference.

Neither we nor the Selling Stockholders have electedauthorized anyone to useprovide you with information or make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the extended transition period provided aboveSelling Stockholders take any responsibility for, and therefore ourprovide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial statementscondition, results of operations and prospects may not be comparablehave changed since that date.

For investors outside the United States: neither we nor the Selling Stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to, companies that comply with public company effective dates.the offering of the shares of common stock and the distribution of this prospectus outside the United States.

INDUSTRY AND MARKET DATA

 

We could remain an emerging growth companyare responsible for upthe disclosure in this prospectus. However, this prospectus includes industry data that we obtained from internal surveys, market research, and publicly available information and industry publications. The market research, publicly available information and industry publications that we use generally state that the information contained therein has been obtained from sources believed to five years, or untilbe reliable. The information therein represents the earliest of (i)most recently available data from the last dayrelevant sources and publications, and we believe remains reliable. We did not fund and are not otherwise affiliated with any of the first fiscal yearsources cited in which our annual gross revenues exceed $1 billion, (ii)this prospectus. Forward-looking information obtained from these sources is subject to the datesame qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus.

TRADEMARKS

We own or have rights to use various trademarks, service marks, and trade names that we become a “large accelerated filer” as defineduse in Rule 12b-2 underconnection with the Exchange Act, which would occur if the market valueoperation of our common stockbusiness. We use our “EAWD” trademark and related design marks in this prospectus. This prospectus may also contain trademarks, service marks, and tradenames of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names, or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus may appear without the ®, TM, or SM symbols, but the omission of such references is not intended to indicate, in any way, that is held by non-affiliates exceeds $700 million aswe will not assert, to the fullest extent under applicable law, our rights or the rights of the last business dayapplicable owner of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.these trademarks, service marks and trade names.

 

For more details regarding this exemption, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies.”

ii 

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Table of Contents

 

THE OFFERING

Securities Offered (1)

21,747,348 shares of the Company’s Common Stock

Common Stock Outstanding Before the Offering (2):

87,201,863

Common Stock Outstanding After the Offering (2):

87,201,863

Quotation of Common StockOur common stock is listed for quotation on the OTC Pink market under the symbol “EAWD”

Terms of the Offering:

The selling shareholders will determine when and how they will sell the Common Stock offered in this prospectus.

Termination of the Offering:The offering will conclude upon the earliest of: (i) such time as all of the Common Stock has been sold pursuant to the registration statement of which this prospectus forms a part (the “Registration Statement”); or (ii) such time as all of the Common Stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
Use of proceeds:We are not selling any shares of the Common Stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of Common Stock covered by this prospectus.
Risk Factors:The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page4.


(1) Based on 87,201,863 shares of Common Stock outstanding as of February 10, 2016.

(2) Does not include Common Stock underlying 2,200,000 options granted pursuant to stock plan that can be dilutive.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSINFORMATION

 

The informationCertain statements contained in this prospectus including inmay contain "forward-looking statements" within the documents incorporated by reference into this prospectus, includes some statements that are not purely historicalmeaning of Section 27A of the Securities Act of 1933 and that are “forward-looking statements.”Section 21E of the Securities Exchange Act of 1934, as amended.  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 and results of operations, and the expected impact of the offering on the parties’ individual and combined financial performance.operations. 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.

 

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Other important factors that we think could cause our actual results to differ materially from expected results are summarized below, including the ongoing impact of the current outbreak of the novel coronavirus ("COVID-19"), on the U.S., regional and global economies, the U.S. sustainable energy market, and the broader financial markets. The forward-looking statements containedcurrent outbreak of COVID-19 has also impacted, and is likely to continue to impact, directly or indirectly, many of the other important factors below and the risks described in this prospectus are basedForm S-1 and in our filings under the Exchange Act. Other factors besides those listed could also adversely affect us. In addition, we cannot assess the impact of each factor on current expectations and beliefs concerning future developments andour business or 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 numberextent to which any factor, or combination of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions thatfactors, may cause actual results or performance to bediffer materially different from those expressed or implied by thesecontained in any forward-looking statements. In particular, it is difficult to fully assess the impact of COVID-19 at this time due to, among other factors, uncertainty regarding the severity and duration of the outbreak domestically and internationally, uncertainty regarding the effectiveness of federal, state and local governments’ efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the global economy and economic activity, including the timing of the successful distribution of an effective vaccine.

 

Statements regarding the following subjects, among others, may be forward-looking:

·negative impacts from a continued spread of COVID-19, including on the U.S. or global economy or on our business, financial position, or results of operations;

·market trends in our industry, energy markets, commodity prices, interest rates, the debt and lending markets, or the general economy;

·our plans and expectations regarding future financial results, expected operating results;

·the sufficiency of our cash and our liquidity;

·development of new products and improvements to our existing products;

·our manufacturing capacity and manufacturing costs;

·the adequacy of our agreements with our suppliers;

·our ability to obtain financing, our ability to comply with debt covenants or cure any defaults;

·availability of opportunities to participate in climate solutions including energy efficiency and renewable energy projects and our ability to complete potential new opportunities in our pipeline;

·actions and initiatives of federal, state and local governments and changes to federal, state and local government policies, regulations, tax laws and rates and the execution and impact of these actions, initiatives and policies;

·our ability to obtain and maintain financing arrangements on favorable terms, including securitizations;

·general volatility of the securities markets in which we participate;

iii 

 

3·the impact of weather conditions, natural disasters, accidents or equipment failures, or other events that disrupt our operations or negatively impact the value of our assets;

·availability of and our ability to attract and retain qualified personnel; and

·our understanding of our competition.

Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this prospectus. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements after the date of this prospectus, whether as a result of new information, future events or otherwise.

The risks included here are not exhaustive. Other sections of this registration statement may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

iv 
 

Table

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of Contentsthe information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus, and the exhibits to the registration statement of which this prospectus is a part before making your investment decision. This prospectus contains forward-looking statements and information relating to EAWD. See “Cautionary Note Regarding Forward-Looking Statements” above.

In this prospectus, the terms “EAWD,” the “Company,” “we,” “us,” “our” or “ours” refer to Energy and Water Development Corp. and its wholly owned subsidiaries.

Company Overview

Energy and Water Development Corp. (the “Company” or “EAWD”) was originally incorporated as a Delaware corporation named Wealthhound.com, Inc. in 2000 and was converted to a Florida corporation under the name Eagle International Holdings Group Inc. on December 14, 2007.

On March 10, 2008, the Company changed its name to Eurosport Active World Corporation and on March 17, 2008, the Company entered into an Agreement and Plan of Acquisition (the “Acquisition Agreement”) with Inko Sport America, LLC (“ISA”), a privately-held Florida limited liability company wherein all of the certified owners of ISA exchanged their ownership interests in ISA for shares of the Company. In connection with the closing of the AcquisitionAgreement, the Company adopted ISA’s business plan and the Company’s registered directors were elected to their positions. This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes. ISA was administratively dissolved in September 2010.

In September 2019, the Company changed its name to Energy and Water Development Corp. to more accurately reflect the Company’s purpose and business sector and the Company has registered its logo “EAWD” with the United States Patent and Trademark Office, the European Union Intellectual Property Office and the World Intellectual Property Organization (WIPO) to secure its corporate identity. 

To ensure the Company is positioned to service its growing business in one of the EU’s most environmentally progressive countries, the Company has a branch registered to conduct business in Germany and two wholly-owned German subsidiaries: Energy and Water Development Deutschland GmbH (“EAWD Deutschland”) and EAWD Logistik GmbH (“EAWD Logistik”).

The Business

We are an engineering services company formed as an outsourcing green tech platform, focused on sustainable water and energy solutions.

·EAWD builds water and energy systems out of existing, proven technologies, utilizing our technical know-how to customize solutions to meet our clients’ needs. To date, two water systems have been sold and deployed in Mexico and Germany.
·Using its patent pending design, EAWD is working to design, build, and operate Off-Grid EV Charging Stations in Germany.
·EAWD commercializes proven technologies for the sustainable generation of energy and water. The first unit has been built and tested in Germany and the Company is working to fulfill additional orders.
·EAWD is a United Nations “accredited vendor” and offers design, construction, maintenance and specialty consulting services to private companies, government entities and non-government organizations (NGOs) for the sustainable supply of energy and water.

In view of the increased world-wide demand for water and energy, our business goals are focused on self-sufficient energy supplied water generation and green energy production. To accomplish this, we set out to establish an outsourcing green tech platform to commercialize the Company’s state-of-the-art technologies while providing engineering and technical consultation services to design the most sustainable technological solutions that can provide water and energy. We also intend to secure all required technical, maintenance, education, and training related to the identified technology solutions. To this end the Company has sought potential collaboration with green tech research and development centers in Europe and has established its operating subsidiaries in Hamburg Germany, where we have started to assemble our patent-pending innovative off-grid, self-sufficient energy supply atmosphere water generation (“AWG”) systems (EAWD Off-Grid AWG Systems). EAWD Deutschland and EAWD Logistik operate in Hamburg, Germany to meet the increasing demands of water and energy generation projects around the world as well as to operate the solar powered EAWD Off-Grid EV Charging Stations, EAWD’s newest product, in Germany. 

The green tech industry is constantly evolving due to ongoing and increasing water scarcity as well as increased energy needs in the world.  Therefore, we believe that by designing sustainable and renewable solutions to these problems, EAWD will become an essential component of a rapidly growing industry with many new markets.

The green tech industry is complex because it still requires increased promotion and public education about its potential. Furthermore, regulations in each country are different and, in many cases, several segments are regulated by both national and local (state, provincial, municipal) governments. EAWD’s approach seeks to assist businesses with the growth and development of their general operations by ensuring the efficient, profitable, and sustainable supply/generation of water and energy allowing our potential customers to focus on their business while adopting strategies of sustainability. Using our own EAWD Off-Grid AWG Systems, EAWD Off-Grid EV Charging Stations, EAWD Off-Grid Power Systems, EAWD Off-Grid Water Purification Systems, and other identified technology, products, and services licensed or purchased from third party sources, we are delivering and installing a product set that suits the green technology water and/or energy needs of our customers. By using the state-of-the art technological solutions and technologies identified, designed, and provided by EAWD and its collaborators, we believe that our potential clients will be free to focus on the performance of their operations as well as with the water and energy consumption or generation regulations within their industry. Our clients may be businesses seeking to upgrade their business processes, NGOs or governmental entities seeking to apply green technology solutions for the water and energy they supply to their constituencies.

We continue to be a development stage company. The Company presently assembles its EAWD Off-Grid AWG Systems and EAWD Off-Grid EV Charging Stations at its workshop in Germany and outsources most of its engineering and technical services as well as services relating to the promotion, selling, and distribution of its products. We presently have only nine employees: Ms. Velazquez, our Chief Executive Officer, Vice-Chairman of the Board of Directors, and a significant stockholder, Mr. Hofmeier, our Chief Technology Officer, Chairman of the Board of Directors, and a significant stockholder, two engineers, two technicians, one accountant assistant, and two assemblers. Ms. Velazquez and Mr. Hofmeier are married.

We seek to focus on three main aspects of the water and energy business: (1) generation, (2) supply, and (3) maintenance. We seek to assist private companies, government entities and municipalities, and NGOs to build profitable and sustainable supplies/generation capabilities of water and energy as required by selling them the required technology or technical service to enhance their productivity/operability. With its outsourced technical arm and its commission-based global network of distributors, the Company expects to create sustainable added value to each project it takes on while generating revenue from the sale of own EAWD Off-Grid AWG Systems, EAWD Off-Grid EV Charging Stations, EAWD Off-Grid Power Systems, and EAWD Off-Grid Water Purification Systems, royalties from the commercialization of energy and water in certain cases, and the licensing of our innovated technologies; as well as from its engineering, technical consulting, and project management services.

The following table depicts the Company’s service and product offerings to its clients.

 

We plan to provide customized technology solutions and technical services, based upon client need and preference, which may include any or all of the following:

·water and energy generation
·off-grid electric vehicle charging stations
·technical assistance
·strategic and financial partnering
·project management

The Company also plans to focus on addressing areas of the industry which concentrate on new technological and engineering concepts relating to water and energy generation and those related components that assist in advancing the green tech industry. These include:

·advancement of EAWD Off-Grid AWG Systems
·development of techniques to attain self-sufficient supply of energy
·advancement of new ideas on energy generation, storage and management implementation
·designing, prototyping, and arranging the manufacture of new water and energy generation systems
·designing and prototyping off-grid self-sufficient power systems
·designing and prototyping solar powered charging stations for electric vehicles

Our Vision

The size of the global market for atmospheric water generators was estimated at USD 959.85 million in 2020, reached USD 1,074.01 million in 2021, and at a compound annual growth rate (CAGR) of 14.75%, is expected to reach USD 2,515.19 million by 2027. (Source: Atmospheric Water Generator Market 2022 Report published by 360i Research)

The main market dynamics to consider are the growing numbers of AWGs across various end-use verticals and versus the high energy consumption, production cost, and high carbon footprint of such technology. Our research and development activities in AWG technology have led us to develop novel technologies that overcome these negative dynamics (such as our EAWD Off-Grid AWG Systems).

The mission of EAWD is to provide sustainable water generation systems based on high efficiency, renewable sources and to provide off-grid self-sufficient energy supply solutions. Through a combination of the best design and configuration of state-of-the-art technology-assisted solutions, EAWD has created a completely self-sufficient off the grid energy generation and water production system, which can be simultaneously used to meet potable water requirements and the electrical energy needs of the industrial sector.

EAWD promotes and commercializes its green technology solutions via commission-based distributers and agents worldwide.

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

The Company plans to generate revenue from the sale of EAWD Off-Grid AWG Systems, the development, sale, and operation of the EAWD Off-Grid EV Charging Stations, sale of EAWD Off-Grid Power Systems, and EAWD Off-Grid Water Purification Systems, royalties from the commercialization of energy and water in certain cases, and the licensing of our innovated technologies; as well as from its engineering, technical consulting, and project management services. 

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RISK FACTORSOur Products

 

The technological solutions offered by our Company are the following:

EAWD Off-Grid AWG Systems

Today, atmospheric water generators (AWGs) are standard equipment in many places; however, operating AWGs requires high amounts of energy that is often not available in the places where they are needed most, making the price for the generated water very high.  Our innovative EAWD Off-Grid AWG Systems are designed to have an internal power supply and ability to generate power.  Our EAWD Off-Grid AWG Systems produce sufficient quantities of potable water even in very dry and hot climate conditions and can be scaled to almost any size, community, and/or population. Presently, AWGs are largely used in Asian and African countries. The majority of manufacturers of AWGs, which rely on dehumidifying, are located in China. Almost every U.S. based AWG brand is also supplied by manufacturers in China.

By contrast, EAWD uses a proven German technology for condensate water from the air based on A/C technology.  We believe that this method allows higher, more efficient, sustainable performance and a larger quantity of water generation because of its internal power supply and because it does not require high humidity to function. EAWD has licensed the rights to use this German AWG technology for ninety-nine years; however, thanks to our continued research and development efforts, the Company has designed a new, innovative and more efficient configuration that allows the substantial amount of energy required to operate the equipment to be supplied by the equipment itself. Our EAWD Off-Grid AWG Systems line is different in size from the standard AWG line. Our EAWD Off-Grid AWG Systems are energy self-sufficient and can condense large amounts of water out of the atmosphere and we believe they could be a solution in countries around the world that deal with issues of water scarcity.

Our EAWD Off-Grid AWG System with an internal power supply, works by first “inhaling” large volumes of air, then cooling the air down to the dew point, and finally collecting, filtering, and mineralizing the resulting condensed water. Through this process, pure drinking water is created that meets the quality standards of the World Health Organization (WHO).  In regions with high temperatures and high humidity levels, a single system can generate more than 300,000 liters of water per day. Our EAWD Off-Grid AWG Systems line starts at 2,640 gallons/day and can expand the water supply to one acre-feet/day, which we believe, in effect, is essentially the ability to produce an unlimited supply of water. As a certified vendor of the United Nations (UN) Global Marketplace, EAWD is introducing the EAWD Off-Grid AWG and Power Systems to the UN with the hopes of initially supplying the equipment to large cluster of agencies established in key locations for humanitarian response as well as refugee camps around the world in need of fresh water.

EAWD Off-Grid Water Purification Systems

EAWD also seeks to respond to the growing need for drinking water by proposing a water purification solution utilizing solar, photovoltaic energy and, when applicable, a mini-windmill or other alternate source of renewable energy. The design of the system is ready to be built and delivered on demand.

Generally, drinking water is produced by passing sea water, lake water, river water, or stagnant water through several stages of purification and treatment until it is rendered drinkable in accordance with WHO standards. In the case of sea or stagnant water, we recommend a treatment via reverse osmosis membranes, which permits the retention of dissolved solids and results in obtaining water of drinking quality. If the water being treated emanates from lakes or rivers, we recommend treatment via an ultrafiltration membrane which functions by retaining suspended materials such as colloids, viruses and bacteria. The systems proposed by EAWD are containerized and contain all the equipment necessary to function autonomously, in part due to an automatic cleansing system that can be accessed remotely via satellite or the internet. Moreover, the machines use available renewable energy sources such as solar or wind to function.

EAWD Off-Grid EV Charging Stations

The global electric vehicle market was valued at $162.34 billion in 2019, and is projected to reach $802.81 billion by 2027, registering a CAGR of 22.6%. Asia-Pacific was the highest revenue contributor, accounting for $84.84 billion in 2019, and is estimated to reach $357.81 billion by 2027, with a CAGR of 20.1%. North America is estimated to reach $194.20 billion by 2027, at a significant CAGR of 27.5%. Asia- Pacific and Europe collectively accounted for around 74.8% share in 2019, with the former constituting around 52.3% share. North America and Europe are expected to witness considerable CAGRs of 27.5% and 25.3%, respectively, during the forecast period. The cumulative share of these two segments was 40.1% in 2019, and is anticipated to reach 51.0% by 2027. (Source: Electric Vehicle Fluids Market Global Forecast to 2030 2021 Report from Markets and Markets.)

There is also an increasing consensus among European truck manufacturers and industry stakeholders that battery electric trucks (BETs) will play a dominant role in the decarbonization of the road freight sector. Most truck makers including Daimler, DAF, MAN, Scania and Volvo are now focusing on bringing BETs to the mass market for all vehicle segments, including long-haul, starting from 2024. For this, a network of public high-power and overnight charging points needs to be rolled out across Europe no later than 2024.

Based on our patent-pending Off-Grid Power System, EAWD has developed an innovative design and configuration of off-grid charging stations for BETs and electric vehicles in Germany. Our product is the first off-grid solution available in Europe for charging the BETs and electric passenger vehicles that are currently on the roads of Europe. EAWD plans to establish up to 1,700 charging stations throughout Germany starting with 40 locations scheduled to be deployed in the fourth quarter of 2022.

EAWD Off-Grid Power Systems

Today, batteries for stationary storage have become a commodity, but in order to reduce the duration, complexity and cost of the installation, and to increase its capacity or relocate a system over time as well as to reduce its carbon footprint and environmental impact, we offer a complete Electrical Energy Storage System (EESS) and Energy Management System (EMS) for a wide range of customers and applications, including microgrids and EV fast charging stations. A highly capable energy management system which secures the efficient energy supply and storage of energy. Example: with elements such as software and Battery Management System (BMS) our systems can allow controlled and optimized battery cell management.

This product portfolio includes systems and complete services for solar power generation in the building envelope. A high-quality frameless glass solar panel with a super-matte surface, which secures a high-performance energy source.

In contrast to classic solar systems on the roof, EAWD combines the highest standards of aesthetics with high efficiency energy generation. With these solutions, EAWD supports its customers on their way to CO2 neutrality and the search for alternative renewable energies.

Worldwide Business Relationships

EAWD has commission-based independent agents and distributors strategically placed around the world in Germany, Mexico, United States, India, Canada, Australia, Colombia, Nepal, Kenya, Morocco, and Thailand to promote and sell EAWD’s technology solutions.

We believe that this worldwide presence through our agents and distributors will provide us access to the most important markets in need of water, energy, and energy management solutions.

JOBS Act and the Implications of Being an Emerging Growth Company

The United States Congress passed the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which provides for certain exemptions from various reporting requirements applicable to public companies that are reporting companies and are “emerging growth companies.” We are an “emerging growth company” as defined in Section 3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as amended by the JOBS Act, enacted on April 5, 2012), and we will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which we have total annual gross revenues of $1.07 billion (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act (December 31, 2024); (c) the date on which we have, during the previous three-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer,” as defined in Exchange Act Rule 12b–2. Therefore, we expect to continue to be an emerging growth company for the foreseeable future.

Generally, a registrant that registers any class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act a management report on internal control over financial reporting and, subject to an exemption available to registrants that meet the definition of a “smaller reporting company” in Exchange Act Rule 12b-2, an auditor attestation report on management’s assessment of internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act, even if we do not qualify as a “smaller reporting company.” In addition, as an emerging growth company, we are able to avail ourselves to the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and to not present to our stockholders a nonbinding advisory vote on executive compensation, obtain approval of any golden parachute payments not previously approved or present the relationship between executive compensation actually paid and our financial performance.

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Current Projects

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) and the current war in Ukraine has also caused significant changes in consumer behavior and purchasing patterns, supply chain routing, the dynamics of current market forces, and government oversight and intervention. As a consequence of the foregoing, the following projects have been delayed; however the Company continues to make progress on their fulfillment:

Germany

The Company has leased 24,000 sq. mi of land in Kassel, Germany, where it is establishing the first large off-grid charging station location for electric trucks and passenger vehicles in Germany and Europe. With enough solar panels installed, each charging station is proposed to generate at least five MWh of solar energy per day and have a total capacity of at least one MWp. More than 2,400 MWh of energy storage capacity will be used in lithium battery systems (LFP), to ensure the continuous use and availability of energy. The system is low voltage AC coupled, which will ensure easy integration and expansion of the system in the future. The different elements of EAWD’s system form a “micro grid” that is isolated and independent from the public power grid. It will have a capacity up to one MW of instant and continuous power. The charging points will be of 300 KW of power, with the capacity to charge two trucks simultaneously of 150 KW each, of course it will also be able to charge any other electric vehicle since it has the most common and standard connections/adapters in Europe.

The Company has completed the manufacture and installation of the first of forty planned solar powered EAWD Off-Grid EV Charging Stations for electric long-haul trucks in Hamburg, Germany. Our charging stations are the first off-grid charging station available for these e-trucks in Europe and the Company plans to contract with companies that own these electric long-haul trucks to provide fleet charging as well as to install them in public places for per-use fees.

A solar powered EAWD Off-Grid AWG System has also been built in Hamburg, Germany and the Company plans to use it to showcase the system’s ability to generate water for large projects throughout Germany where it is expected to produce up to two million gallons of water per day. The Company expects these systems to be operated throughout Germany, the United States of America, Mexico and Latin America.

Mexico


In 2020, our Mexican distributor placed a USD $550,000 initial order for a solar powered EAWD Off-Grid AWG System which was built in Germany and delivered to the customer in accordance with the purchase agreement. The Company is currently negotiating the purchase of three additional units by the same customer. The foregoing description of the purchase contract does not purport to be complete and is qualified in its entirety by reference to the copy of such contract filed as Exhibit 10.4 to ours latest report on Form 10-K.

South Africa

On May 8, 2019, the Company signed a sales contract for the sale of a solar powered EAWD Off-Grid AWG System to a South African customer for a purchase price of $2,800,000. The build out of the equipment began in the fourth quarter of 2019, however because of delays due to COVID-19 and the global supply chain, the expected completion date has been pushed to late 2023. The foregoing description of the purchase contract does not purport to be complete and is qualified in its entirety by reference to the copy of such contract filed as Exhibit 10.3 to ours latest report on Form 10-K.

Summary Risk Factors

Investing in our securities involves risks. You should carefully consider the risks described in the “Risk Factors” section beginning on page 11 before deciding to invest in our securities. If any of these risks actually occur, our business, financial condition and/or results of operations would likely be materially adversely affected. In each case, the trading price of our securities would likely decline, and you may lose all or part of your investment. The following is a summary of some of the principal risks we face:

Risks Related to Our Business, Operations and Financial Condition

·Our Ability To Continue As A Going Concern Is In Substantial Doubt Absent Obtaining Adequate New Debt Or Equity Financings.

·We Need Additional Capital To Fund Our Growing Operations, And We May Not Be Able To Obtain Sufficient Capital And May Be Forced To Limit The Scope Of Our Operations Or Cease Operations Altogether.

·Loss Of Key Personnel Critical For Management Decisions Would Have An Adverse Impact On Our Business.

·We Expect Significant Competition For Our Products And Services.
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·The Requirements Of Being A Public Company May Strain Our Resources And Distract Our Management.

·International Regulation May Adversely Affect Our Planned Product Sales.

·Product Liability Associated With The Production, Marketing And Sale Of Our Products, And/Or The Expense Of Defending Against Claims Of Product Liability, Could Materially Deplete Our Assets And Generate Negative Publicity Which Could Impair Our Reputation.

·Product Defects Could Result In Costly Fixes, Litigation And Damages.

·We Currently Have Identified Significant Deficiencies In Our Internal Control Over Financial Reporting That, If Not Corrected, Could Result In Material Misstatements Of Our Financial Statements.

·If We Fail To Maintain An Effective System Of Internal Control Over Financial Reporting, We May Not Be Able To Accurately Report Our Financial Results. As A Result, Current And Potential Shareholders Could Lose Confidence In Our Financial Reporting, Which Would Harm Our Business And The Trading Price Of Our Stock.

Risks Related to Intellectual Property

·In The Conduct Of Our Business, We Will Rely Upon The Use Of Patents And Intellectual Property Owned By Other Entities, Which Are Non-Exclusive.

·We May Not Be Able To Obtain Patents Or Other Intellectual Property Rights Necessary To Protect Our Proprietary Technology And Business.

·Our Business May Suffer If It Is Alleged Or Determined That Our Technology Or Another Aspect Of Our Business Infringes The Intellectual Property Of Others.

Risks Related to Our Common Stock

·Our Stock Price May Be Volatile, And You May Not Be Able To Sell Your Shares For More Than What You Paid Or At All.

·We Will Be Subject To The “Penny Stock” Rules Which Will Adversely Affect The Liquidity Of Our Common Stock.

·Our Securities Are Traded on the OTCQB, Which May Not Provide As Much Liquidity For Our Investors As More Recognized Senior Exchanges Such As The Nasdaq Stock Market Or Other National Or Regional Exchanges.

·Financial Industry Regulatory Authority (“FINRA”) Sales Practice Requirements May Also Limit A Stockholder’s Ability To Buy And Sell Our Common Stock, Which Could Depress The Price Of Our Common Stock.

·An Investment In The Company’s Common Stock Is Extremely Speculative And There Can Be No Assurance Of Any Return On Any Such Investment.

·The Exercise Or Conversion Of Currently Outstanding Securities Or Issuance Of Additional Share Of Our Common Stock Or Preferred Stock Would Further Dilute Holders Of Our Common Stock.

·We May Issue Additional Shares Of Common Stock Under An Employee Incentive Plan (Including The 2022 Plan), Or May Issue Preferred Stock. Any Such Issuances Would Dilute The Interest Of Our Stockholders And Likely Present Other Risks.

Risks Related to the Company

·Our Executive Officers And Directors Collectively Have The Power To Control Our Management And Operations And Have A Significant Majority In Voting Power On All Matters Submitted To The Stockholders Of The Company.

·We Have No Intention Of Declaring Dividends On Our Common Stock In The Foreseeable Future.

·Our Officers And Directors Are Located Outside Of The U.S., So It Will Be Difficult To Effect Service Of Process And Enforcement Of Legal Judgments Upon Our Officers And Directors.

·The Limited Public Company Experience Of Our Management Team Could Adversely Impact Our Ability To Comply With The Reporting Requirements Of U.S. Securities Laws.

·EAWD is an “emerging growth company” under the Jumpstart Our Business Startups Act. We cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.

·Laws And Regulations Governing International Business Operations Could Adversely Impact EAWD.

Risks Related to COVID-19, Acts of God, and Cyber Security

·Unpredictable Events, Such As The COVID-19 Outbreak, And Associated Business Disruptions Could Seriously Harm Our Future Revenues And Financial Condition, Delay Our Operations, Increase Our Costs And Expenses, And Affect Our Ability To Raise Capital.

·Our Business Has Been Impacted By The Supply Chain Delays caused by the COVID-19 Pandemic.

·Our Business Could Be Negatively Affected By Security Threats, Including Cybersecurity Threats, And Other Disruptions.

Risks Related to This Offering

·Investors Who Buy Shares At Different Times Will Likely Pay Different Prices.
·The Sale Of All Of The Securities Registered For Resale In This Prospectus And Future Sales Of Substantial Amounts Of Our Common Stock In The Public Markets, Or The Perception That Such Sales Could Occur, Could Cause The Market Price Of Our Common Stock To Drop Significantly, Even If Our Business Is Doing Well.

Corporate Information

We were incorporated in Florida in 2008 and have operations based in Hamburg, Germany.

Our website is www.energy-water.com. Our website and the information contained therein, or connected thereto, are not intended to be incorporated into this Registration Statement on Form S-1.

Our principal executive offices are located at 7901 4th Street N STE #4174, St Petersburg, Florida. Our telephone number is 727-677-9408, and our website is www.energy-water.com. Our operations in Germany are located at the office address Ballindamm 3, 20095 Hamburg. Our Telephone number is +49 40 809 08 1354.

The transfer agent for our common stock is Worldwide Stock Transfer, LLC, located at One University Plaza, Suite 505, Hackensack, NJ 07601, Phone: (201) 820-2008, Fax: (201) 820-2010.

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Intellectual Property

We rely on a combination of trademarks, copyrights, trade secrets and patents and contractual provisions, to protect our proprietary technology and our brands. 

·The Company has registered its logo as a trademark with the United States Patent and Trademark Office (USPTO, the European Union Intellectual Property Office and the World Intellectual Property Organization (WIPO) to secure its corporate identity.

·The Company has filed an application to patent its EAWD Off-Grid AWG Systems with the USPTO and WIPO.

·The Company has filed an application to patent its EAWD Off Grid Self Sufficient Electric Vehicle Charging Station with the USPTO and WIPO.

JOBS Act and the Implications of Being an Emerging Growth Company

The United States Congress passed the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which provides for certain exemptions from various reporting requirements applicable to public companies that are reporting companies and are “emerging growth companies.” We are an “emerging growth company” as defined in Section 3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as amended by the JOBS Act, enacted on April 5, 2012), and we will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which we have total annual gross revenues of $1.07 billion (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act (December 31, 2024); (c) the date on which we have, during the previous three-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer,” as defined in Exchange Act Rule 12b–2. Therefore, we expect to continue to be an emerging growth company for the foreseeable future.

Generally, a registrant that registers any class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act a management report on internal control over financial reporting and, subject to an exemption available to registrants that meet the definition of a “smaller reporting company” in Exchange Act Rule 12b-2, an auditor attestation report on management’s assessment of internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act, even if we do not qualify as a “smaller reporting company.” In addition, as an emerging growth company, we are able to avail ourselves to the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and to not present to our stockholders a nonbinding advisory vote on executive compensation, obtain approval of any golden parachute payments not previously approved or present the relationship between executive compensation actually paid and our financial performance. We have irrevocably elected to comply with new or revised accounting standards even though we are an emerging growth company.

COVID-19 Pandemic Update and the War in Ukraine

The ongoing outbreak of Coronavirus (COVID-19) has caused significant disruptions to national and global economies and government activities. However, during this time, we have continued to conduct our operations to the fullest extent possible, while responding to the outbreak with actions that include:

●coordinating closely with our suppliers and customers;

●instituting various aspects of our business continuity programs; and

●planning for and working aggressively to mitigate disruptions that may occur.

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 concerted 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 leads us to also consider 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 predicted, 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 treat its impact, among others. COVID-19 and the war in Ukraine could also continue to 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 light of these 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 management and response, workforce, operation and supply chain, finance and liquidity, tax, trade and regulatory, as well as strategy and brand.

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SUMMARY OF THE OFFERING

Securities offered by the Selling Stockholders145,533,359 shares of common stock, par value $0.001 per share
Selling StockholdersSee “Selling Stockholders” beginning on page 23
Shares of common stock outstanding prior to the offering (1) 195,572,994 shares
Shares of common stock outstanding after the offering (1)195,572,994 shares
Use of ProceedsWe will not receive any proceeds from the sale or other disposition of the shares of common stock covered by this prospectus
Trading SymbolOur common stock is presently quoted on the OTCQB under the symbol “EAWD.”
Risk FactorsInvesting in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment. See “Risk Factors” starting on page 11 and the other information included and incorporated by reference into this prospectus for a discussion of risk factors you should carefully consider before deciding to invest in our securities. 
DividendsWe do not currently anticipate paying dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock will be at the sole discretion of the Board and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends, and other considerations that our Board deems relevant. See “Dividend Policy.”
Voting Rights

Shares of our Common Stock are entitled to one vote per share.

Shares of our Series A Preferred Stock are entitled to five votes per share and each share of Series A Preferred Stock is convertible into five shares of Common Stock.

(1)Unless we indicate otherwise, the number of shares of our common stock outstanding is based on 195,572,994 shares of common stock outstanding on April 6, 2023, but does not include 15,618,000 shares of our common stock that were reserved for equity awards under our Energy and Water Development Corp. 2022 Long Term Incentive Plan adopted on September 12, 2022 or 48,904,880 shares of common stock issuable upon conversion of our outstanding Series A Preferred Stock.

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RISK FACTORS

An investment in our Common Stock being offered are highly speculative in nature, involveinvolves a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the Common Stock. Before purchasing any of the shares of Common Stock, yourisk. You should carefully consider the following factors relating to our business and prospects.risks described below, together with all of the other information included in this prospectus, before making an investment decision. If any of the following risks actually occurs, our business, financial condition, or operating results of operations could be materially adversely affected.suffer. In suchthat case, the trading price of our shares of Common Stock could decline and you may lose all or part of your investment. You should carefully consider the risks described belowSee “Cautionary Statement Regarding Forward-Looking Statements” above for a discussion of forward-looking statements and the other informationsignificance of such statements in the context of this process before investing in our Common Stock.prospectus.

 

RicksRisks Related to Our Business, Operations and Financial Condition

Our Ability To Continue As A Going Concern Is In Substantial Doubt Absent Obtaining Adequate New Debt Or Equity Financings.

 

OUR ABILITY TO CONTINUE, AS A GOING CONCERN, IS IN SUBSTANTIAL DOUBT ABSENT OBTAINING ADEQUATE NEW DEBT OR EQUITY FINANCINGS.

Our continued existence is dependent upon us obtaining adequate working capital to fund all of our planned operations. Working capital limitations continue to impinge on our day-to-day operations, thus contributing to continued operating losses. Thus, if we are unable to raise funds to fund the researchassembling and developmentcommercialization of our products,technological solutions, we may not be able to continue as a going concern and you will lose your investment. We have incurred accumulated operating losses since inception have incurred operating losses in 2014 and 2013 and havehad working capital deficits at the end of 2014 and 2013, respectively. December 2022.

Our independent accounting firm has included in its report the qualification that these conditions raise a substantial doubt about the Company'sCompany’s ability to continue as a going concern. The report also states that the consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

IF WE NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS, WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR OPERATIONS.We Need Additional Capital To Fund Our Growing Operations, And We May Not Be Able To Obtain Sufficient Capital And May Be Forced To Limit The Scope Of Our Operations Or Cease Operations Altogether.

 

We need additional capital to fund our operations and we may not be able to obtain such capital, which would cause us to limit or cease our operations entirely. The severe recession, freezingconditions of the global credit markets may adversely affect our ability to raise capital in the future. If adequate additional financing is not available on reasonable terms or at all, we may not be able to undertake expansion, weexecute our business plans and may have to modify our business plans accordingly.them accordingly or even suspend them.

 

Even if we do find a source of additional capital, we may not be able to negotiate favorablyfavorable terms and conditions for receiving the additional capital. Any future capital investments will dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our common stock.Common Stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

 

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICES OF RALPH HOFMEIER AND IRMA VELAZQUEZ. WITHOUT THEIR CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.Loss Of Key Personnel Critical For Management Decisions Would Have An Adverse Impact On Our Business.

 

We are presently dependent to a great extentOur success depends upon the experience, abilitiescontinued contributions of our executive officers and/or key employees, particularly with respect to providing the critical management decisions and continuedcontacts necessary to manage product development, marketing, and growth within our industry. Competition for qualified personnel can be intense and there are a limited number of people with the requisite knowledge and experience. The loss of the services of Ralph Hofmeier,any of our Presidentexecutive officers or other key employees for any reason could have a material adverse effect on our business, operating results, financial condition, and Chief Executive Officer Irma Velazquez, our COO.cash flows.

 

WE EXPECT SIGNIFICANT COMPETITION FOR OUR PRODUCTS AND SERVICES.We Expect Significant Competition For Our Products And Services.

 

ManySome of our competitors and potential competitors are well established and have substantially greater financial, research and development, technical, manufacturing and marketing resources than we have today. If these larger competitors decide to focus on the development of distributed powerSelf Sufficient Energy Supplied Atmosphere Water Generators (AWGs), Water Purification products or cogeneration,Waste to Energy technological solutions, they could have the manufacturing, marketing and sales capabilities to complete research, development and commercialization of these products more quickly and effectively than we can.  ThereAs of today, there can also be no assurance that current and future competitors will not develop new or enhanced technical services technologies or more cost-effective systems, and therefore, there can be no assurance that we will be successful in this competitive environment.systems.

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The Requirements Of Being A Public Company May Strain Our Resources And Distract Our Management.

 

INTERNATIONAL REGULATION MAY ADVERSELY AFFECT OUR PLANNED PRODUCT SALESWe are required to comply with various regulatory and reporting requirements, including those required by the Securities and Exchange Commission. Complying with these reporting and other regulatory requirements is time-consuming and may result in increased costs to us and could have a negative effect on our business, results of operations and financial condition.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and requirements of the Sarbanes-Oxley Act of 2002, as amended, or SOX. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources.

These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business and results of operations.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

International Regulation May Adversely Affect Our Planned Product Sales.

 

As a part of our marketing strategy, we plan to market and sell our productstechnical services and technological solutions internationally. In addition to regulation by the U.S. government, those productsour technological solutions will be subject to environmental and safety regulations in each country in which we market and sell. While we have already received regulatory approval in some countries, including Mexico and India, we anticipate that regulations will vary from country to country and will vary from those of the United States. The difference in regulations and the laws of foreign countries may be significant and, in order to comply with the laws of these foreign countries, we our suppliersmay have to implement manufacturing changes or alter product design, or we may need to modify our marketing efforts. Any changes in our business practices or products will require response to the laws of foreign countries and willmay result in additional expense to the Company and either reduce or delay product sales.sales.

 

Product Liability Associated With The Production, Marketing And Sale Of Our Products, And/Or The Expense Of Defending Against Claims Of Product Liability, Could Materially Deplete Our Assets And Generate Negative Publicity Which Could Impair Our Reputation.

The production, marketing and sale of our products have inherent risks of liability in the event of product failure or claim of harm caused by product operation. Furthermore, even meritless claims of product liability may be costly to defend against. We do not currently have product liability insurance for our products. We may not be able to obtain this insurance on acceptable terms or at all. Because we may not be able to obtain insurance that provides us with adequate protection against all or even some potential product liability claims, a successful claim against us could materially deplete our assets. Moreover, even if we are able to obtain adequate insurance, if a successful claim in excess of our insurance coverage is made, then we may have to make such payments that could materially deplete our assets and any claim against us could generate negative publicity, which could impair our reputation and adversely affect the demand for our products, our ability to generate sales and our profitability.

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Product Defects Could Result In Costly Fixes, Litigation And Damages.

Our business exposes us to potential product liability risks that are inherent in the design, manufacture and sale of our products. If there are claims related to defective products (under warranty or otherwise), particularly in a product recall situation, we could be faced with significant expenses in replacing or repairing the product. For example, our products combine raw materials, machined parts and other product components from suppliers who provide certifications of quality on which we rely. Should these product components be defective and pass undetected into finished products, or should a finished product contain a defect, we could incur significant costs for repairs, re-work and/or removal and replacement of the defective product. In addition, if a dispute over product claims cannot be settled, arbitration or litigation may result, requiring us to incur attorneys’ fees and exposing us to the potential of damage awards against us.

We Currently Have Identified Significant Deficiencies In Our Internal Control Over Financial Reporting That, If Not Corrected, Could Result In Material Misstatements Of Our Financial Statements.

In connection with the audit of our financial statements as of and for the years ended December 31, 2022 and 2021, we identified significant deficiencies in our internal control over financial reporting and a general understanding of U.S. GAAP. As such, there is a reasonable possibility that a misstatement of our financial statements will not be prevented or detected on a timely basis.

As we have thus far not needed to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes Oxley Act” or “SOX”), neither we nor our independent registered public accounting firm has performed an evaluation of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. In light of the deficiency, we believe that it is possible that certain control deficiencies may have been identified if such an evaluation had been performed.

We are working to remediate the deficiencies or material weaknesses. We have taken steps to enhance our internal control environment and plan to take additional steps to remediate the material weaknesses. For a discussion of our remediation plan, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Although we plan to complete this remediation process as quickly as possible, we are unable, at this time to estimate how long it will take; and our efforts may not be successful in remediating the deficiencies or material weaknesses.

If We Fail To Maintain An Effective System Of Internal Control Over Financial Reporting, We May Not Be Able To Accurately Report Our Financial Results. As A Result, Current And Potential Shareholders Could Lose Confidence In Our Financial Reporting, Which Would Harm Our Business And The Trading Price Of Our Stock.

Members of our Board of Directors are inexperienced with U.S. GAAP and the related internal control procedures required of U.S. public companies. Management has determined that our internal audit function is also significantly deficient due to insufficient qualified resources to perform internal audit functions.

We are a smaller reporting company with limited resources. Therefore, we cannot assure investors that we will be able to maintain effective internal controls over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. 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. The Company has deficiencies over financial statements recording in areas of recording revenue and expenses in proper cut off as well as proper classification of accounts. For these reasons, we are considering the costs and benefits associated with improving and documenting our disclosure controls and procedures and internal controls and procedures, which includes (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO and accounting and other finance personnel. If the result of these efforts are not successful, or if material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.

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Risks Related to Intellectual Property

IN THE CONDUCT OF OURbusiness, we sometimes rely upon the use of patents OWNED by other entities or which are not exclusively owned by our company.In The Conduct Of Our Business, We Will Rely Upon The Use Of Patents And Intellectual Property Owned By Other Entities, Which Are Non-Exclusive.

 

Our business utilizes various technologies that are the subject of patents owned by other entities or for which we do not have exclusive ownership.ownership or licenses. The use of such patented technologies is dependent upon the cooperation of such companiesthose entities and our agreements with them. There can be no assurances that any of our agreements will be extended beyond their current term or that such cooperation with the entities that control the patents will continue in the foreseeable future. Our success depends on our ability to continue to use the patented technologytechnologies identified in this prospectusour recommended technical solutions and water or energy plant designs and the ability of our business colleaguesthe patent owners to maintain patent protection for their products in the United States and in other countries and to enforce such patents. There can be no assurance that any of the patents relating to the technologytechnologies that we use will be deemed valid and enforceable against third-party infringement or that our products will not infringe any third-party patent or intellectual property. Moreover, any patent claims relating to our technologies may not be sufficiently broad to protect our products.solutions. In addition, issued patent claims may be challenged, potentially invalidated or potentially circumvented. Our patent claimsrights to use the intellectual property of others may not afford us protection against competitors with similar technologytechnologies or permit the commercialization of ourthe products and/or solutions incorporating these technologies without infringing third-party patents or other intellectual property rights.

 

THE OFFERING PRICE OF THE SHARES WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.We May Not Be Able To Obtain Patents Or Other Intellectual Property Rights Necessary To Protect Our Proprietary Technology And Business.

 

SinceOur commercial success depends to a significant degree upon our sharesability to develop new or improved technologies and products, and to obtain patents or other intellectual property rights or statutory protection for these technologies and products in the United States and other countries. We will seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider have commercial value or that will likely give us a technological advantage. Despite devoting resources to the research and development of proprietary technology, we may not be able to develop technology that is patentable or protectable. Patents may not be issued in connection with pending patent applications, and claims allowed may not be sufficient to allow us to use the inventions that they create exclusively. Furthermore, any patents issued could be challenged, re-examined, held invalid or unenforceable or circumvented and may not provide sufficient protection or a competitive advantage. In addition, despite efforts to protect and maintain patents, competitors and other third parties may be able to design around our patents or develop products similar to our products that are thinly tradednot within the scope of their patents.

Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the OTC Pink Markets,jurisdiction and type of patent. The statutory protection term of certain patents may expire and, thereafter, the offering priceunderlying technology of $1.00 per sharesuch patents can be used by any third-party including competitors.

Prosecution and protection of the rights sought in patent applications and patents can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. In addition, the breadth of claims allowed in our patents, their enforceability and our ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of the United States. Even if our patents are held to be valid and enforceable in a certain jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take significant time and divert management's attention from other business matters. We cannot assure that any of the issued patents or pending patent applications will provide any protectable, maintainable or enforceable rights or competitive advantages to us.

In addition to patents, we will rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights. However, our ability to protect our brands by registering certain trademarks may be limited. In addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors and resellers and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that:

·misappropriation of our proprietary and confidential information, including technology, will nevertheless occur;

·our confidentiality agreements will not be honored or may be rendered unenforceable;

·third parties will independently develop equivalent, superior or competitive technology or products;

·disputes will arise with our current or future strategic licensees, customers or others concerning the ownership, validity, enforceability, use, patentability or registrability of intellectual property; or

·unauthorized disclosure of our know-how, trade secrets or other proprietary or confidential information will occur.

We cannot assure that we will be successful in protecting, maintaining, or enforcing our intellectual property rights. If we are unsuccessful in protecting, maintaining, or enforcing our intellectual property rights, then our business, operating results and financial condition could be materially adversely affected, which could:

·adversely affect our relationships with current or future distributors and resellers of our products;

·adversely affect our reputation with customers;

·be time-consuming and expensive to evaluate and defend;

·cause product shipment delays or stoppages;

·divert management’s attention and resources;

·subject us to significant liabilities and damages;

·require us to enter into royalty or licensing agreements; or

·require us to cease certain activities, including the sale of products.

If it is determined that we have infringed, violated or are infringing or violating a patent or other intellectual property right of any other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially substantial damages, we may be prohibited from developing, using, distributing, selling or commercializing certain of our technologies and products unless we obtain a license from the holder of the patent or other intellectual property right. We cannot assure that we will be able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds will be feasible and cost-efficient. If we do not obtain such a license or find a cost-efficient workaround, our business, operating results and financial condition could be materially adversely affected, and we could be required to cease related business operations in some markets and restructure our business to focus on our continuing operations in other markets.

Our Business May Suffer If It Is Alleged Or Determined That Our Technology Or Another Aspect Of Our Business Infringes The Intellectual Property Of Others.

The markets in which we will compete are characterized by the existence of a large number of patents and trade secrets and also by litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, in recent years, individuals and groups have purchased patents and other intellectual property assets for the sharespurpose of common stock was arbitrarily determined. The facts considered inmaking claims of infringement to extract settlements from companies like ours. Also, third parties may make infringement claims against us that relate to technology developed and owned by one of our suppliers for which our suppliers may or may not indemnify us. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations and determining the offering price wereextent such of such obligations could require additional litigation. Claims of intellectual property infringement against us or our suppliers might require us to redesign our products, enter into costly settlements or license agreements, pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing or selling our products or services. If we cannot or do not license the infringed intellectual property on reasonable terms or at all, or substitute similar intellectual property from another source, our revenue and operating results could be adversely impacted. Additionally, our customers and distributors may not purchase our products if they are concerned that they may infringe third party intellectual property rights. Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management's attention and resources, damage our reputation and cause us to incur significant expenses. The occurrence of any of these events may have a material adverse effect on our business, financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value; assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.results.

 

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Risks Related to Our Common Stock

 

WE WILL BE SUBJECT TO THE “PENNY STOCK” RULES WHICH WILL ADVERSELY AFFECT THE LIQUIDITY OF OUR COMMON STOCK.Our Stock Price May Be Volatile, And You May Not Be Able To Sell Your Shares For More Than What You Paid Or At All.

 

Our stock price may be subject to significant volatility, and you may not be able to sell shares of Common Stock at or above the price you paid for them or at all. The trading price of our Common Stock may be subject to fluctuations in in response to various factors.

We Will Be Subject To The “Penny Stock” Rules Which Will Adversely Affect The Liquidity Of Our Common Stock.

The Securities and Exchange Commission or the SEC,(the “SEC"), has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. We expect the market price of our common stockCommon Stock will be less than $5.00 per share and therefore we will be considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stockCommon Stock and therefore reduce the liquidity of the public market for our shares should one develop.

  

BECAUSE DIRECTORS AND OFFICERS CURRENTLY AND FOR THE FORESEEABLE FUTURE WILL CONTINUE TO CONTROL EAWC, IT IS NOT LIKELY THAT YOU WILL BE ABLE TO ELECT DIRECTORS OR HAVE ANY SAY IN THE POLICIES OF EAWC.Our Securities Are Traded on the OTCQB, Which May Not Provide As Much Liquidity For Our Investors As More Recognized Senior Exchanges Such As The Nasdaq Stock Market Or Other National Or Regional Exchanges.

 

Our shareholdersCommon Stock is currently quoted on OTCQB under the symbol “EAWD”. The OTC Markets are inter-dealer, over-the-counter markets that provide significantly less liquidity than the Nasdaq Stock Market or other national or regional exchanges. Securities traded on the OTC Markets are usually thinly traded, highly volatile, have fewer market makers and are not entitledfollowed by analysts. The SEC’s order handling rules, which apply to cumulative voting rights. Consequently,Nasdaq-listed securities, do not apply to securities quoted on the electionOTC Markets. Quotes for stocks included on the OTC Markets are not listed in newspapers. Therefore, prices for securities traded solely on the OTC Markets may be difficult to obtain and holders of directorsour securities may be unable to resell their securities at or near their original acquisition price, or at any price.

Financial Industry Regulatory Authority (“FINRA”) Sales Practice Requirements May Also Limit A Stockholder’s Ability To Buy And Sell Our Common Stock, Which Could Depress The Price Of Our Common Stock.

FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and all other matters requiring shareholder approvalinformation. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our shares of Common Stock, have an adverse effect on the market for our shares of Common Stock, and thereby depress our price per share of Common Stock.

An Investment In The Company’s Common Stock Is Extremely Speculative And There Can Be No Assurance Of Any Return On Any Such Investment.

Our Common Stock is currently quoted on the OTCQB maintained by OTC Markets Group, Inc. under the symbol “EAWD”; however, an investment in the Company’s Common Stock is extremely speculative and there is no assurance that investors will obtain any return on their investment. Investors will be decidedsubject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other factors, many of which we have little or no control over. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance.

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The Exercise Or Conversion Of Currently Outstanding Securities Or Issuance Of Additional Share Of Our Common Stock Or Preferred Stock Would Further Dilute Holders Of Our Common Stock.

We currently have outstanding securities that convert into shares of our common stock, including preferred stock that converts into shares of our common stock and debt that converts into shares of our common stock. Our Series A Preferred Stock converts at a rate of 5 shares common stock for 1 share of Series A Preferred. Our Board of Directors has authority, without action or vote of our shareholders, to issue shares of common and preferred stock. We may issue shares of our common stock or preferred stock to complete a business combination or to raise capital. Such stock issuances could be made at a price that reflects a discount from the then-current trading price of our common stock. These conversions and issuances would dilute our stockholders' ownership interest, which among other things would have the effect of reducing their influence on matters on which our stockholders vote. In addition, our stockholders and prospective investors may incur additional dilution if holders of warrants, whether currently outstanding or subsequently granted, exercise their warrants to purchase shares of our common stock or if our convertible debt holders convert their debt.

We May Issue Additional Shares Of Common Stock Under An Employee Incentive Plan (Including The 2022 Plan), Or May Issue Preferred Stock. Any Such Issuances Would Dilute The Interest Of Our Stockholders And Likely Present Other Risks.

We may issue a substantial number of additional share of common stock under our employee incentive plan (including the 2022 Plan) or we may issue preferred stock. The issuance of additional securities:

·may significantly dilute the equity interests of our investors;

·may subordinate the rights of our stockholders if preferred stock is issued with rights senior to those afforded our common stock;

·could cause a change in control if a substantial number of securities are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

·may adversely affect prevailing market prices for our common stock.

Restrictions on the Use of Rule 144 by majority vote.Shell Companies or Former Shell Companies.

Historically, the SEC has taken the position that Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies like us, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The directorsSEC has codified and officersexpanded this position in its amendments effective on February 15, 2008 and applies it to securities acquired both before and after that date by prohibiting the use of EAWC beneficiallyRule 144 for resale of securities issued by shell companies (other than business transaction related shell companies) or issuers that have been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met: the issuer of the securities that was formerly a shell company has ceased to be a shell company; the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. As such, due to the fact that we may have been a shell company, holders of "restricted securities" within the meaning of Rule 144, when reselling their shares pursuant to Rule 144, shall be subject to the conditions set forth herein.

Transfer Agent’s Restrictions on Transfer of Shares of Former Shells.

Our transfer agent, World Wide Stock Transfer, has indicated that it will not issue unlegended certificates for transfers pursuant to Rule 144 other than in proposed sale transactions. As a result, shareholders may be unable to remove the legend on their certificates pursuant to Rule 144 until they sell their securities which may impact a shareholder's ability to sell their securities or deposit their securities in a brokerage account.

Risks Related to the Company

Our Executive Officers And Directors Collectively Have The Power To Control Our Management And Operations And Have A Significant Majority In Voting Power On All Matters Submitted To The Stockholders Of The Company.

Ms. Velazquez, our Chief Executive Officer and Vice-Chairman of the Board of Directors and Mr. Hofmeier, our Chief Technology Officer and Chairman of the Board of Directors, who are married to each other, together own approximately 57.34%35% of our outstanding common stock.  Common Stock and 100% of our outstanding Series A Preferred Stock, which, on an as-converted basis represents an approximate aggregate 60% of the outstanding Common Stock. Accordingly, these individuals have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets. Due to such significant ownership position held by our insiders, new investors may not be able to effect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

 

In addition, salesOur shareholders are not entitled to cumulative voting rights. Consequently, the election of significant amounts of shares helddirectors and all other matters requiring shareholder approval will be decided by our officer and directors, or the prospect of these sales, could adversely affect the market pricemajority vote. Management currently beneficially owns a majority of our outstanding common stock. Management’s stockConsequently, management has the ability to influence control of the operations of the Company and, acting together, will have the ability to influence or control substantially all matters submitted to stockholders for approval, including: Election of our board of directors; Removal of directors; Amendment to the Company’s Articles of Incorporation or Bylaws; and adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

These stockholders have complete control over our affairs. Accordingly, this concentration of ownership by itself may discouragehave the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.for the common stock.

 

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SINCE WE INTEND TO RETAIN ANY EARNINGS FOR DEVELOPMENT OF OUR BUSINESS FOR THE FORESEEABLE FUTURE, YOU WILL LIKELY NOT RECEIVE ANY DIVIDENDS FOR THE FORESEEABLE FUTURE.

We Have No Intention Of Declaring Dividends On Our Common Stock In The Foreseeable Future.

 

We have never declared or paid any cash dividends or distributions on our capital stock. Weand currently do not intend to retainpay any dividends for the foreseeable future, as we intend to use any excess cash to fund our future earningsoperations. The decision to support operations and to finance expansion and therefore we do not anticipate paying anypay cash dividends on our common stock rests with our board of directors and will depend on our earnings, unencumbered cash, capital requirements and financial condition. Investors in our common stock should not expect to receive dividend income on their investment, and investors will be dependent on the foreseeable future.

A SIGNIFICANT NUMBER OF OUR SHARES WILL BE ELIGIBLE FOR SALE AND THEIR SALE OR POTENTIAL SALE MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

Sales of a significant number of sharesappreciation of our common stock in the public market could harm the market price of our common stock. This prospectus relates to 21,747,348 shares of our common stock, which represents approximately [25%] of our current issued and outstanding shares of our common stock. As additional shares of our common stock become available for resale in the public market pursuant to this offering, and otherwise, the supply of our common stock will increase, which could decrease its price. earn a return on their investment.

 

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WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH UNITED STATES CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.Our Officers And Directors Are Located Outside Of The U.S., So It Will Be Difficult To Effect Service Of Process And Enforcement Of Legal Judgments Upon Our Officers And Directors.

 

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements underOur officers and directors are located outside of the Sarbanes-Oxley Act of 2002United States and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.reside in Germany.  As a result, it may be more difficult for us to attracteffect service of process within the United States and retain qualified individuals to serve onenforce judgments of the US courts obtained against our board of directors or as executive officers. We are currently evaluatingofficers and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, wedirectors.  Particularly, our shareholders may not be able to absorb these costs of being a public company, which will negatively affect our business operations.to:

·Effect service of process in the U.S. on any of our officers and directors;
·Enforce judgments obtained in U.S. courts against our officers and directors based upon the civil liability provisions of the U.S. federal securities laws;
·Enforce, in a court outside of the U.S., judgments of U.S. courts based on the civil liability provisions of the U.S. federal securities laws; and
·Bring an original action in a court in South Africa to enforce liabilities against any of our officers and directors based upon the U.S. federal securities laws.

The Limited Public Company Experience Of Our Management Team Could Adversely Impact Our Ability To Comply With The Reporting Requirements Of U.S. Securities Laws.

 

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.

Our management team lackshas limited public company experience, which could impair our ability to comply with legal and regulatory requirements, such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities includeincluding complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act, of 1934, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company. the Company. 

 

WE ARE NOT REQUIRED TO FILE PROXY STATEMENTS PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, WHICH MAY IMPEDE YOUR ABILITY TO OBTAIN INFORMATION ABOUT OUR BUSINESS AND OPERATIONS.EAWD is an “emerging growth company” under the Jumpstart Our Business Startups Act. We cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.

 

Upon effectivenessEAWD is and will remain an “emerging growth company” until the earliest to occur of this registration statement(a) the last day of the fiscal year during which its total annual revenues equal or exceed $1.07 billion (subject to adjustment for inflation), (b) the last day of the fiscal year following the fifth anniversary of its initial public offering (December 31, 2024), (c) the date on which the Company has, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (d) the date on which the Company is deemed a “large accelerated filer” (with at least $700 million in public float) under the Exchange Act.”).

For so long as EAWD remains an “emerging growth company” as defined in the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” as described in further detail in the risk factors below. We cannot predict if investors will find its shares of common stock less attractive because we will rely on some or all of these exemptions. If some investors find the Company’s shares of common stock less attractive as a result, there may be subjecta less active trading market for its shares of common stock and its stock price may be more volatile.

If the Company avails itself of certain exemptions from various reporting requirements, its reduced disclosure may make it more difficult for investors and securities analysts to evaluate the Company and may result in less investor confidence.

The JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. EAWD meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will not be required to:

·have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

·

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

·disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 15(d)107 of the ExchangeJOBS Act unless we file a Form 8A to register our common stock underalso provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 127(a)(2)(B) of the Securities Exchange Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of 1934. Pursuantcertain accounting standards until those standards would otherwise apply to section 15(d)private companies.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $250 million or annual revenues of less than $100 million during the most recently completed fiscal year.

However, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to file proxy statements. Proxyconduct say-on-pay and frequency votes; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

Laws And Regulations Governing International Business Operations Could Adversely Impact EAWD.

The US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and the Bureau of Industry and Security at the US Department of Commerce (“BIS”) administer certain laws and regulations that restrict US persons and, in some instances, non-US persons, in conducting activities, transacting business with or making investments in certain countries, governments, entities and individuals subject to US economic sanctions.

Our international operations subject us to these laws and regulations, which are complex, restrict business dealings with certain countries, governments, entities, and individuals, and are constantly changing. Further restrictions may be usefulenacted, amended, enforced or interpreted in a manner that materially impacts our operations. From time to investorstime, certain subsidiaries have limited business dealings in assessing corporatecountries subject to comprehensive sanctions.

We may sell our products and/or provide related services, to distributors and other purchasing bodies in such countries. These business decisionsdealings expose us to a heightened risk of violating applicable sanctions regulations. Violations of these regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment.

We have established policies and procedures designed to assist with compliance with such laws and regulations. However, there can be no assurance that these will prevent us from violating these regulations in every transaction in which we may engage. As such a violation could adversely affect our reputation, business, financial condition, results of operations and cash flows.

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Risks Related to COVID-19, Acts of God, and Cyber Security

Unpredictable Events, Such As The COVID-19 Outbreak, And Associated Business Disruptions Could Seriously Harm Our Future Revenues And Financial Condition, Delay Our Operations, Increase Our Costs And Expenses, And Affect Our Ability To Raise Capital.

The outbreak of COVID-19 originating in Wuhan, China, sometime around December 2019, has since rapidly increased its exposure globally. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. The pandemic has impacted and may further impact the United States and the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates and interest rates. Due to the speed with which the situation is developing, the global breadth of its spread and the range of governmental and community reactions thereto, there is uncertainty around its duration, ultimate impact and the timing of recovery. Therefore, the pandemic could lead to an extended disruption of economic activity and the impact on our consolidated results of operations, financial position, and cash flows could be material.

As a result of the adverse impact that the COVID-19 pandemic is having on our economy and the economies of the countries in which we plan to do business, the pandemic may affect our operations, including our supply chain distribution systems, production levels and research and development activities. In addition, any preventive or protective actions that governments implement or that we adopt in response to the COVID-19 pandemic, such as howtravel restrictions, quarantines, and limited operations of governmental agencies, may interfere with the ability of our employees, vendors, and suppliers to perform their respective responsibilities and obligations relative to the conduct of our business. Additionally, government regulations that have been imposed in response to the COVID-19 pandemic may cause delays our freight processes, which would result in higher shipping costs. In addition, social distancing guidelines could have an adverse impact on our research and development activities as our laboratories are not operating at full capacity.

The impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. Further, the resulting global economic downturn has negatively impacted the ability of certain of our customers to make payments on a timely basis, adversely impacting our cash flows from operations. We do not yet know the full extent of the impact of the COVID-19 pandemic or its resulting economic impact, which could have a material adverse effect on our liquidity, capital resources, operations, and business.

We are also monitoring the impact of COVID-19 on our talent recruitment and retention efforts. If members of our management and other key personnel in critical functions across our organization are unable to perform their duties or have limited availability due to COVID-19, we may not be able to execute on our business strategy and/or our operations may be negatively impacted. The loss or limited availability of the services of one or more of our executive officers or other key personnel, or our inability to recruit and retain qualified executive officers or other key personnel in the future could, at least temporarily, have a material adverse effect on our business, financial condition, and results of operations. Qualified individuals are in high demand, and we may incur significant costs to attract them, particularly at the executive level. We may face difficulty in attracting and retaining key talent for a number of reasons, including delays in the recruiting and hiring process as a result of the COVID-19 pandemic.

Our business, financial condition, and results of operations could be materially adversely affected by unfavorable results in future employment litigation matters as a result of COVID-19. Our employees may sue us due to possible exposure to COVID-19 while working at one of our facilities or sites. In addition, employees may challenge decisions to implement protective measures such as contact tracing on the basis of local privacy laws due to the increased collection of employee medical information. Litigation matters, regardless of their merits or their ultimate outcomes, are costly, divert management’s attention and may materially adversely affect our reputation and demand for our products. We cannot predict with certainty the eventual outcome of litigation matters. An adverse outcome of litigation or legal matters could result in us being responsible for paying significant damages.

Any of these negative effects resulting from litigation matters could materially adversely affect our business, financial condition or results of operations. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described herein.

The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat its impact.

Additionally, COVID-19 has caused significant disruptions to the global financial markets, which could impact our ability to raise additional capital.  There is paidalso a risk that other countries or regions may be less effective at containing COVID-19, or it may be more difficult to contain if the outbreak reaches a larger population or broader geography, in which case the risks described herein could be elevated significantly.

Our Business Has Been Impacted By The Supply Chain Delays caused by the COVID-19 Pandemic.

With the global spread of the ongoing novel COVID-19 pandemic in 2020, we have implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on our employees and business. We have experienced supply chain delays, including delays in shipments from abroad. In addition, we could experience payment delays from customers if they are negatively impacted by the pandemic. The business of our suppliers and other commercial partners, our corporate development objectives and the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States and other countries, and the effectiveness of actions taken globally to contain and treat the disease. The global economic slowdown and the other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which we face.

Our Business Could Be Negatively Affected By Security Threats, Including Cybersecurity Threats, And Other Disruptions.

We, or third parties with whom we do business, may become the target of cyberattacks or information security breaches that could result in the unauthorized release, misuse, loss or destruction of proprietary and other information, or other disruption of business operations that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. We face various security threats, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist acts. The potential conflict-of-interest issues with auditors. Proxy statementsfor such security threats has subjected our operations to increased risks that could have a material adverse effect on our business. In particular, our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of sensitive information, critical infrastructure or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to:

●Voting procedure and information;
●Background information about the company's nominated directors including relevant history in the company or industry, positions on other corporate boards, and potential conflicts of interest;
●Board compensation;
●Executive compensation, including salary, bonus, non-equity compensation, stock awards, options, and deferred compensation. Also, information is included about perks such as personal use of company transportation, travel, and tax gross-ups. Many companies will also include pre-determined payout packages if an executive leaves the company; and
●Who is on the audit committee, as well as a breakdown of audit and non-audit fees paid to the auditor;

We are subject to, section 15(d)malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of the Exchange Act. We may never file a Form 8Aconfidential or otherwise protected information, and corruption of data. These events could lead to register our common stock under Section 12financial losses from remedial actions, loss of the Securities Exchange Act of 1934.  If we do not file a Form 8A, we are not required to file proxy statements and it may impede your ability to obtain information about our business and operations which may have a negative effect on your investment.or potential liability.

 

USE OF PROCEEDSRisks Related to This Offering

 

WeInvestors Who Buy Shares At Different Times Will Likely Pay Different Prices.

Investors who purchase shares in this offering at different times will not receive any proceedslikely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. The Selling Stockholders may sell such shares at different times and at different prices. Investors may experience a decline in the value of the shares they purchase from the saleSelling Stockholder in this offering as a result of sales made by us in future transactions at prices lower than the prices they paid.

The Sale Of All Of The Securities Registered For Resale In This Prospectus And Future Sales Of Substantial Amounts Of Our Common Stock by the selling shareholders. All of the net proceeds from the sale of ourIn The Public Markets, Or The Perception That Such Sales Could Occur, Could Cause The Market Price Of Our Common Stock will go to the selling shareholders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”.  We have agreed to bear the expenses relating to the registration of the Common Stock for the selling shareholders.

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DETERMINATION OF OFFERING PRICETo Drop Significantly, Even If Our Business Is Doing Well.

 

The offering price

Sales of thea substantial number of shares of our Common Stock does not necessarily bearin the public market could occur at any relationshiptime. As of April 6, 2023, there were 195,572,994 shares of common stock issued and outstanding and this prospectus registers up to our book value, assets, past operating results, financial condition or any other established criteria145,533,359 shares of value. The facts considered in determiningCommon Stock for resale by the offering price were our financial condition and prospects, our limited operating history and the general conditionSelling Stockholders, representing approximately 74% of the securities market.

The selling stockholders will offertotal issued and outstanding shares of common stock of the Company. Depending on market liquidity at the prevailing market prices or privately negotiated price. The offeringtime, sales of such shares may cause the trading price of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteriafall. Additionally, the sale of value. Oura substantial number of shares of our common stock, may not tradeor the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at market pricesa time and at a price that we might otherwise wish to effect sales.

These sales, any future sales of a substantial number of shares of our Common Stock in excess of the offering price as prices for common stock in any public market will be determinedor the perception in the marketplacemarket that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock. Despite such a decline in the public trading price, certain securityholders may still experience a positive rate of return on the securities they purchased due to the lower price that they purchased their shares compared to other public investors and may be influenced by many factors, including the depth and liquidity.incentivized to sell its securities when others are not.

 

DILUTION

21 

 

The shares of Common Stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section are shares of Common Stock that are currently issued. Accordingly, there will be no dilution to our existing shareholders.

SELLING SHAREHOLDERS

The shares of Common Stock being offered for resale by the selling shareholders consist of 21,747,348 shares.CAPITALIZATION

 

The following table sets forth our actual cash and cash equivalents and our capitalization as of December 31, 2022, and as adjusted for any effect from this offering.

The pro forma information set forth in the namestable below is illustrative only and will be adjusted based on the assumed public offering price and other terms of this offering determined at pricing.

You should read this information in conjunction with “Managements’ Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing in our Annual Report on Form 10-K for the year ended December 31, 2022.

  As of December 31, 2022 
  Actual
  Pro forma 
CASH $40,886  $40,886 
         
STOCKHOLDERS’ DEFICIT        
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, 9,780,976 shares issued and outstanding at December 31, 2022  9,781   9,781 
Common stock, par value $0.001 per share, 1,000,000,000 shares authorized, 182,934,483 and shares issued and outstanding as of December 31, 2022 and 182,934,483 shares issued and outstanding as adjusted  182,934   182,934 
Additional paid-in capital  23,678,396   23,678,396 
Accumulated deficit  (24,337,973)  (24,337,973)
Accumulated other comprehensive income  (15,002)   (15,002) 
Total stockholders’ deficit $(481,864)  (481,864)
Total capitalization $(481,864)  (481,864)

USE OF PROCEEDS

All of the selling shareholders, the number of shares of Common Stock beneficially owned by each of the selling shareholders as of October 7, 2015 and the number of shares of Common Stock being offered by the selling shareholders. The selling shareholders received their shares of common stock from the Companycovered by purchasing such shares at various times or such shares were issued in exchange for assets acquiredthis prospectus are being sold by the CompanySelling Stockholders. We will not receive any proceeds from these sales of shares of our common stock.

The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax, or legal services renderedor any other expenses incurred by the Selling Stockholders in disposing of the shares. We will bear all other costs, fees, and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, and fees and expenses of our counsel and our accountants.

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SELLING STOCKHOLDERS

We have prepared this prospectus to allow the Company. The issuanceSelling Stockholders or their successors, assignees or other permitted transferees to sell or otherwise dispose of, allfrom time to time, up to 145,533,359 shares of our common stock representing approximately 74% of the total issued and outstanding shares of common stock identifiedof the Company. The shares of common stock being offered under this prospectus were acquired by the Selling Stockholders in the registration statement occurredvarious private offerings and were sold pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. All shareholders were deemed1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act. In connection therewith, the investors made to us certain representations, warranties, covenants, and conditions customary for private placement investments.

The table below presents information regarding the Selling Stockholders and the shares of our common stock that they may sell or otherwise dispose of from time to time under this prospectus. Beneficial ownership is determined under Section 13(d) of the Exchange Act and generally includes voting or investment power with respect to securities and including any securities that grant the Selling Stockholders the right to acquire common stock within 60 days of April 6, 2023. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to the shares, subject to community property laws where applicable.

We do not know when or in what amounts the Selling Stockholders may sell or otherwise dispose of the shares covered hereby. We currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale of any of the shares by Company principalsthem other than the registration rights agreement described below. The Selling Stockholders might not sell any or all of the shares covered by this prospectus or may sell or dispose of some or all of the shares other than pursuant to this prospectus. Because the Selling Stockholders may not sell or otherwise dispose of some or all of the shares covered by this prospectus and because there are currently no agreements, arrangements or understandings with respect to the sale or other disposition of any of the shares, we cannot estimate the number of the shares that will be “sophisticated investors”held by the Selling Stockholders after completion of the offering.

Each Selling Shareholder has indicated to us that neither it nor any of its affiliates has held any position or “qualified institutional investors” atoffice or had any other material relationship with us in the time suchpast three years except as described in the footnotes to the table.

The shares of common stock were issued. The shares being offered hereby are being registered to permit public secondary trading, and the selling shareholdersunder this prospectus may offer all or part of the sharesbe offered for resalesale from time to time. However,time during the selling shareholders are under no obligation to sell allperiod the registration statement of which this prospectus is a part remains effective, by or any portionfor the accounts of such shares nor are the selling shareholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling shareholders.Selling Stockholders named below.

 

NAME SHARES BENEFICIALLY OWNED PRIOR TO OFFERING  SHARES TO BE OFFERED  AMOUNT BENEFICIALLY OWNED AFTER OFFERING  PERCENT BENEFICIALLY OWNED AFTER OFFERING  POSITION
OFFICE OR OTHER MATERIAL RELATIONSHIP TO THE COMPANY WITHIN LAST THREE YEARS
Linda Anderson  187,857   187,857   0   0% Outsider investor
Archstone Capital (1)  2,500,000   2,500,000   0   0% Outsider investor
Adam Brinckman  8,000   8,000   0   0% Outsider investor
Philip Carson  2,500   2,500   0   0% Outsider investor
David Chambovey  76,924   76,924   0   0% Outsider investor
Ashley Chipman  30,000   30,000   0   0% Outsider investor
Tiffany Chipman  30,000   30,000   0   0% Outsider investor
Joseph Dedek  12,500   12,500   0   0% Outsider investor
Albert Dossa  4,975   4,975   0   0% Outsider investor
Roland Feger  268,246   268,246   0   0% Outsider investor
Douglas Flaute  20,000   20,000   0   0% Outsider investor
Kathleen Forrester  1,334   1,334   0   0% Outsider investor
Rick Fuerstenau  4,000   4,000   0   0% Outsider investor
Mark George  232,500   232,500   0   0% Outsider investor
Hans V. Glattli  240,000   240,000   0   0% Outsider investor
  Shares of Common Stock 
Name of Selling Stockholder Beneficially
Owned Prior to
the Sale of all
Shares covered by
this prospectus		  Covered by
this prospectus		  Beneficially
Owned After
the Sale of all
Shares covered by
this prospectus (1)		  As a Percent of
Total Outstanding
After the Sale of
Shares covered by
this prospectus (2)		 
RALPH M HOFMEIER (3)  27,918,378   27,918,378   —   — 
IRMA VELAZQUEZ (4)  39,515,388   39,515,383   —   — 
ANDREA HOFMEIER  8,000,000   8,000,000   —   — 
EUGENE HUNT  5,892,949   5,892,949   —   — 
JASON FOLIE  5,830,553   5,830,553   —   — 
TIMOTHY MEISNER  5,213,832   5,213,832   —   — 
GARY RODNEY (5)  6,250,000   4,375,000   1,875,000   * 
NATHANIEL A. MEYER  3,000,000   3,000,000   —   — 
CRAIG J. THEUNINCK  2,635,000   2,635,000   —   — 
DANA SCHNEPF  2,500,000   2,500,000   —   — 
TYLER PERRY  2,275,471   2,275,471   —   — 
BRIAN QUIRAM  2,000,000   2,000,000   —   — 
DANE SCHENDEL  1,916,666   1,916,666   —   — 
AARON DAVID BERNARD  1,875,000   1,875,000   —   — 
BENJAMIN ROBERT BURNS  1,350,000   1,350,000   —   — 
CHRISTIAN LHEISSON  1,236,669   1,236,669   —   — 
DAN ZIEGLER  800,108   800,108   —   — 
PERRY SANOY  790,000   790,000   —   — 

 

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JACQUELINE YOUNG  733,565   733,565   —   — 
LAYNE VANDERWERF  725,000   725,000   —   — 
ROBERT JAMES BURNS  600,000   600,000   —   — 
FON CONSULTING, LLC (6)  600,000   600,000   —   — 
MICHAEL TODD MORET  600,000   600,000   —   — 
REID OLSON  600,000   600,000   —   — 
JAMES LEE MARTIN  550,000   550,000   —   — 
COLTER MEISNER  500,000   500,000   —   — 
MICAELA MEISNER  500,000   500,000   —   — 
DWAYNE NYMAN  500,000   500,000   —   — 
DAVID PATER  500,000   500,000   —   — 
PIERRE SANOY  500,000   500,000   —   — 
JOHN J. VANDEBERGHE  500,000   500,000   —   — 
JOAN MARIE BURNS  493,332   493,332   —   — 
RICK FRENCHETTE & MICHELLE FRENCHETTE JT TEN  440,000   440,000   —   — 
COREY E. HOFFMAN  415,000   415,000   —   — 
CHAD ALLEN CARTENS  400,000   400,000   —   — 
CHRISTOPHER TIERNEY  400,000   400,000   —   — 
TIM BURNS  383,332   383,332   —   — 
DOUGLAS JURGENS  370,000   370,000   —   — 
ELIZABETH R. JOHNSON  350,000   350,000   —   — 
MINDY L. MCCOLLOW  350,000   350,000   —   — 
STEVEN THOMA  320,000   320,000   —   — 
CARMEN LAURA PORTILLA Y PIRIS  311,200   311,200   —   — 
CLYDE R. PARKS  300,000   300,000   —   — 
DENIS MAINS  286,051   286,051   —   — 
RODNEY LORENZ  280,000   280,000   —   — 
DONALD JOHN HOTTER III & JUDY MAE HOTTER  270,000   270,000   —   — 
RONALD FEGER  268,246   268,246   —   — 
GERALD DEAN KRENZKE  253,333   253,333   —   — 
ANTJE MEISNER  250,000   250,000   —   — 
HANS U. GLATTLI  240,000   240,000   —   — 
ASHLEY CHRISTINA EVERETT  230,512   230,512   —   — 
LANCE MUELLER  230,000   230,000   —   — 
MARK W. SPEAR & MINDI M. SPEAR  230,000   230,000   —   — 
TROY MEISNER  225,882   225,882   —   — 
GREEN DIMENSIONS LTD (7)  221,667   221,667   —   — 
JOSEPH DEDEK  220,000   220,000   —   — 
DANNY C. PETERSON  220,000   220,000   —   — 

Green Dimension Ltd. (2)  221,667   221,667   0   0% Outsider investor
Julian Hamburger  1,500   1,500   0   0% Outsider investor
Qaiser Hassan  5,000   5,000   0   0% Outsider investor
David Hawkins  30,683   30,683   0   0% Outsider investor
Thomas Hewitt  20,000   20,000   0   0% Outsider investor
Eugene Hunt  16,000   16,000   0   0% Outsider investor
Mark Johnson  20,000   20,000   0   0% Outsider investor
George Jordan  8,000   8,000   0   0% Outsider investor
Avi Keinan  50,000   50,000   0   0% Outsider investor
Keystone Ventures (3)  466,783   466,783   0   0% Outsider investor
Jeffrey Lagrew  10,000   10,000   0   0% Outsider investor
Christian Lherisson  1,236,669   1,236,669   0   0% Outsider investor
Timothy Meisner  25,000   25,000   0   0% Outsider investor
Mayan Metzler Leicht  23,333   23,333   0   0% Outsider investor
Guy Merezky  5,000   5,000   0   0% Outsider investor
Dominique Morand  42,345   42,345   0   0% Outsider investor
Ilona Muenzer  23,530   23,530   0   0% Outsider investor
Li San Ong  366,782   366,782   0   0% Outsider investor
Ana Beatrice Oregano  19,141   19,141   0   0% Service Provider
Clyde Parks  300,000   300,000   0   0% Outsider investor
Frank Petrusnek  7,500   7,500   0   0% Outsider investor
Jaqueline Richardson  2,500   2,500   0   0% Outsider investor
Laurent Roten  60,000   60,000   0   0% Outsider investor
Frederieke Shoute  15,000   15,000   0   0% Outsider investor
William Schrader  5,000   5,000   0   0% Outsider investor
Lloyd Telfort  25,000   25,000   0   0% Outsider investor
Michael Thieren  11,000   11,000   0   0% Outsider investor
Jean Luis Toffel  80,000   80,000   0   0% Outsider investor
John Vandenberghe  300,000   300,000   0   0% Outsider investor
Yaron Weinberg  20,000   20,000   0   0% Outsider investor
Paul Westhof  50,000   50,000   0   0% Outsider investor
Tigertail Real Estate (4)  20,000   20,000   0   0% Outsider investor
Lherisson Viridiana/ AGI Funding  5,084,468   5,084,468   0   0% Outsider investor
Andrea Hofmeier  8,000,000   8,000,000   0   0% Ralph Hofmeier’s Divorced Wife
Patricia Elias  20,000   20,000   0   0% Service Supplier
Pierre Alain Frey  14,050   14,050   0   0% Service Supplier
Ana Beatrice Dominguez  18,561   18,561   0   0% Service Supplier
Corey Hoffman  415,000   415,000   0   0% Corporate Legal Counsel
Chris Jessenberger  108,000   108,000   0   0% Service Supplier
Diego Andres Lherisson  10,000   10,000   0   0% Service Supplier
Leticia  V. de Meerettig  50,000   50,000   0   0% Service Supplier
Mike & Leticia Meerettig  25,000   25,000   0   0% Service Supplier
ORMA, S.A. Switzerland (6)  150,000   150,000   0   0% Equipment Supplier
Pillow Hog Ventures  (7)  510,000   510,000   0   0% Service Supplier
Andreas Rassmussen  76,000   76,000   0   0% Service Supplier
Tina Reine  60,000   60,000   0   0% Service Supplier
Svein Viland  100,000   100,000   0   0% License Vendor

RODNEY LORENZ & MELISSA LORENZ JT TEN  210,000   210,000   —   — 
FLOYD BAYNES  200,000   200,000   —   — 
JEREMY BAYNES  200,000   200,000   —   — 
WAYNE A BIEBER  200,000   200,000   —   — 
WAYNE CLEGG  200,000   200,000   —   — 
FARIBO WEST MALL LLC (7)  200,000   200,000   —   — 
KATHLEEN FROEMMING  200,000   200,000   —   — 
STEVE HAYES  200,000   200,000   —   — 
ADAM KOPESKY  200,000   200,000   —   — 
PHIL KOPESKY  200,000   200,000   —   — 
BENJAMIN SCHNEPF  200,000   200,000   —   — 
SHELIA TEPLEY  200,000   200,000   —   — 
BRIAN DOUGLAS ZIEGLER  200,000   200,000   —   — 
RICK FUERSTENAU  194,000   194,000   —   — 
MICHAEL RIEKEN & MEGAN RIEKEN JT TEN  180,000   180,000   —   — 
RICK FRECHETTE & MICHELLE FRECHETTE JT TEN  166,666   166,666   —   — 
JOSEPH MURILLA  166,666   166,666   —   — 
RICKY THEUNINCK  160,000   160,000   —   — 
DAVE ARNFELT  156,000   156,000   —   — 
JAY L. BARGMAN  155,000   155,000   —   — 
MARK BALLMAN & BARBARA BALLMAN JT WROS  150,000   150,000   —   — 
SUSANTI K. CHOWDHURY  150,000   150,000   —   — 
JOSEPH WILLIAM DEGEN  150,000   150,000   —   — 
SHAWN KIERSCHT  150,000   150,000   —   — 
REID OLSON & LAURA OLSON JT WROS  133,333   133,333   —   — 
DONALD QUIRAM  125,000   125,000   —   — 
JOSEPH W & PATRICIA G ABRAMS FAMILY TRUST (9)  123,811   123,811   —   — 
JUDY MEISNER  119,230   119,230   —   — 
RON MEISNER  119,230   119,230   —   — 
ALAN CORDS  113,333   113,333   —   — 
JAY LEE BARGMAN & JULIE JUANITA BARGMAN  110,000   110,000   —   — 
DUANE & LYNN HUNT  110,000   110,000   —   — 
ROBERT A. GILBERTSON & CAROL K. GILBERTSON  110,000   110,000   —   — 
CHRIS JESSENBERGER  108,000   108,000   —   — 


CHARLES TEYLOR  103,333   103,333   —   — 
MELVA BARGMAN  100,000   100,000   —   — 
ROBERT T DAVIS  100,000   100,000   —   — 
TODD FOX  100,000   100,000   —   — 
ROBERT W FROEMMING & JANIS A FROEMMING JT WROS  100,000   100,000   —   — 
RYAN KARL FROMM  100,000   100,000   —   — 
TYMOTHY LEO GARRY  100,000   100,000   —   — 
TERRY TODD GENS  100,000   100,000   —   — 
EUGENE HUNT & PATRICIA HUNT JT TEN  100,000   100,000   —   — 
DOUGLAS JUGENS & JEANENE JURGENS  100,000   100,000   —   — 
TRENT MEISNER  100,000   100,000   —   — 
GENE OKERLUND  100,000   100,000   —   — 
RANDY RAYMOND OLINGER  100,000   100,000   —   — 
DAVID PFARR  100,000   100,000   —   — 
MARK RICHARDSON  100,000   100,000   —   — 
GARY RUDOLF  100,000   100,000   —   — 
DON SOUTHWICK  100,000   100,000   —   — 
NEAL WILLIAM SPEAR  100,000   100,000   —   — 
RUSELL LEE SPEAR & ROSE MARIE SPEAR  100,000   100,000   —   — 
SVEIN VILAND  100,000   100,000   —   — 
PAUL WINGERT  100,000   100,000   —   — 
LANCE MEYER & EMILY MEYER JT TEN  84,000   84,000   —   — 
PATRICK ELY  80,000   80,000   —   — 
VICTOR THOMAS GARY  80,000   80,000   —   — 
KENTON GENS  80,000   80,000   —   — 
ADAM HAHN  80,000   80,000   —   — 
JOHN SPRENGELER  80,000   80,000   —   — 
JEAN – LOUIS TOFFEL  80,000   80,000   —   — 
MAX C. EMBACHER  78,947   78,947   —   — 
GERLACH & CO. FBO DAVID CHAMBOVEY (10)  76,924   76,924   —   — 
ANDREAS RASMUSSEN  76,000   76,000   —   — 
MATTHEW MORE  73,333   73,333   —   — 
CHARLES QUAST  73,333   73,333   —   — 
STEVE COLEN  70,250   70,250   —   — 
MARA RICHARDSON  70,000   70,000   —   — 
MICHAEL J. SOUTHWICK  70,000   70,000   —   — 
MARK B RICHARDSON  69,999   69,999   —   — 
THOMAS J KRAUS  66,666   66,666   —   — 
THOMAS WINGERT  66,666   66,666   —   — 
RON BOELTER  60,000   60,000   —   — 


TIMOTHY BRUCE DAGGETT  60,000   60,000   —   — 
GERLACH & CO. FBO LAURENT ROTEN (11)  60,000   60,000   —   — 
BEN HOLTHUS  60,000   60,000   —   — 
BRANNON JOSEPH KANTEN  60,000   60,000   —   — 
FRANK PETRUSNEK  60,000   60,000   —   — 
TINA REINE  60,000   60,000   —   — 
BRIAN EDWARD SCHAAF  60,000   60,000   —   — 
JAMES IRWIN  59,615   59,615   —   — 
RAEANN NIEMAN  59,615   59,615   —   — 
TERESA STOSKOPF  56,667   56,667   —   — 
MARK R. GEORGE  52,500   52,500   —   — 
TIMOTHY ACKERMAN & SUSAN ACKERMAN  50,000   50,000   —   — 
DAVID ARNFELT  50,000   50,000   —   — 
SHELLEY ANN AUSTIN  50,000   50,000   —   — 
CAROL BARTELT  50,000   50,000   —   — 
BILL HLAVAC  50,000   50,000   —   — 
AVI KEINAN  50,000   50,000   —   — 
DAVID KUGLIN & SARA KUGLIN  50,000   50,000   —   — 
MIKE MORET  50,000   50,000   —   — 
JORDAN RICHARDSON  50,000   50,000   —   — 
JOE ROSE & JULIE ROSE  50,000   50,000   —   — 
KEITH SCHECHINGER & DAWN SCHECHINGER JT TEN  50,000   50,000   —   — 
KARI ELIZABETH SOUTHWICK  50,000   50,000   —   — 
JAMES A THEUNINCK  50,000   50,000   —   — 
MICHELLE JEAN THIELE  50,000   50,000   —   — 
MITCHELL VOEHL  50,000   50,000   —   — 
PAUL WESTHOFF  50,000   50,000   —   — 
JACKI ANDERSON  45,000   45,000   —   — 
DOMINIQUE MORAND  42,345   42,345   —   — 
ROBERT PETERSON JR.  42,000   42,000   —   — 
KURT HANKINS  40,000   40,000   —   — 
SHELBY KETCHMARK  40,000   40,000   —   — 
NICK KLASEUS & MARY KLASEUS JT WROS  40,000   40,000   —   — 
SCOTT RILEY & PAM RILEY JT TEN  40,000   40,000   —   — 
MITCHELL ZOZA  40,000   40,000   —   — 
SCOTT CAMPBELL  38,000   38,000   —   — 
CHAD SISCO  37,735   37,735   —   — 


JESSIE MONTANA HOTTER  36,000   36,000   —   — 
LACEY CORDS  33,333   33,333   —   — 
BRENT JOSEPH DAUK  33,333   33,333   —   — 
DILLION FRECHETTE  33,333   33,333   —   — 
MATTHEW ALAN REICHEL  33,333   33,333   —   — 
KEVIN THIELE  33,333   33,333   —   — 
GEORGE DENN  31,000   31,000   —   — 
DAVID HAWKINS  30,683   30,683   —   — 
ASHLEY E. CHIPMAN  30,000   30,000   —   — 
TIFFANY N. CHIPMAN  30,000   30,000   —   — 
RICK FUERSTENAU & MARCIA FUERSTENAU  30,000   30,000   —   — 
CHARLES HOLLADAY & LINDA HOLLADAY  30,000   30,000   —   — 
CARSON QUAST  28,266   28,266   —   — 
HUNTER MEISNER  28,000   28,000   —   — 
IAN MEISNER  28,000   28,000   —   — 
MARISSA AUTUMN SOUTHWICK  28,000   28,000   —   — 
JOSEPH MULLER  27,522   27,522   —   — 
DENNIS MULCAHEY  27,333   27,333   —   — 
SELENA M ELY  26,666   26,666   —   — 
JEREMY DE CORY  26,000   26,000   —   — 
REBECCA J BROCK  25,516   25,516   —   — 
HEIDI CLOBES  25,000   25,000   —   — 
JONATHAN C DAVIS  25,000   25,000   —   — 
VERONICA L. DAVIS  25,000   25,000   —   — 
MITCH DENN  25,000   25,000   —   — 
TRENT ARTHUR LANGENWALTER  25,000   25,000   —   — 
JUSTIN MICHAEL MEISNER  25,000   25,000   —   — 
LLOYD TELFORD & VENOUS MEMARI JT TEN  25,000   25,000   —   — 
BILL WIEBELHAUS  25,000   25,000   —   — 
LINDSEY MICHELLE WRIGHT  25,000   25,000   —   — 
ROBERT SANTOS NESPEREIRA  24,500   24,500   —   — 
ILONA MUENZER  23,530   23,530   —   — 
MAYAN METZLER  23,333   23,333   —   — 
CALEY ANN CLOBES  21,204   21,204   —   — 
SUMMER DE LA CRUZ  20,769   20,769   —   — 
DAMIAN BURE & DANIELLE BURE JT TEN  20,000   20,000   —   — 
ALEXA CORDS  20,000   20,000   —   — 
TYLER DANIEL COWDIN  20,000   20,000   —   — 
PATRICIA ELIAS  20,000   20,000   —   — 
MEGAN M. ELY  20,000   20,000   —   — 
MIKE ELY & SELENA ELY JT TEN  20,000   20,000   —   — 
DOUGLAS FLAUTE  20,000   20,000   —   — 


RONALD HASLIP & JOANNE HASLIP  20,000   20,000   —   — 
THOMAS E HEWITT  20,000   20,000   —   — 
NORBERT HOLTZER  20,000   20,000   —   — 
MARK JOHNSON  20,000   20,000   —   — 
SEAN KLUGHERZ  20,000   20,000   —   — 
MONTE LARSON  20,000   20,000   —   — 
JOHNNIE NOVELLA MEISNER  20,000   20,000   —   — 
MATT OSWALD  20,000   20,000   —   — 
JEROD RUDOLF  20,000   20,000   —   — 
ANTHONY SCORNAVACCA JR  20,000   20,000   —   — 
JEREMY W SODER  20,000   20,000   —   — 
MIRANDA ELIZABETH SOUTHWICK  20,000   20,000   —   — 
THOMAS VANDEGRIFT  20,000   20,000   —   — 
YARON WAINBERG  20,000   20,000   —   — 
KEN MEGER  19,230   19,230   —   — 
JEFFREY LEE SCHNEIDER  19,230   19,230   —   — 
ANA BEATRIZ DOMINGUEZ ORGANERO  19,141   19,141   —   — 
RICHARD BENGTSON  19,000   19,000   —   — 
ANA BEATRIZ DOMINGUEZ  18,561   18,561   —   — 
JEN TRUE  17,241   17,241   —   — 
RICHARD JOSEPH KAHNKE  16,666   16,666   —   — 
DAKOTA WILLIAM THIELE  16,666   16,666   —   — 
BRUCE BENNETT  15,000   15,000   —   — 
ANTHONY RAHM  15,000   15,000   —   — 
FREDERIEKE MARIAHELENE (F.M.H) SHOUTE  15,000   15,000   —   — 
CRAIG MARIHART  14,100   14,100   —   — 
PIERRE-ALAIN FREY  14,050   14,050   —   — 
ALLAN ABBE & MARILYN ABBE JT TEN  13,333   13,333   —   — 
KYLE FRECHETTE  13,333   13,333   —   — 
NICOLE FRECHETTE  13,333   13,333   —   — 
TED JEWISON  13,333   13,333   —   — 
CRAIG OGDEN  13,333   13,333   —   — 
JAMIE SCHUMANN  13,333   13,333   —   — 
ANDREW BLAKE WEIMERT  13,333   13,333   —   — 
ROBERT JOHN WINGERT  13,333   13,333   —   — 
COREY SACK  13,332   13,332   —   — 
MICHEL THIEREN  11,000   11,000   —   — 
DAVID CZAP  10,600   10,600   —   — 
MATTHEW MULLER  10,189   10,189   —   — 
JORDAN HARRELL  10,100   10,100   —   — 


BRYCE ANDERSON & JACKI ANDERSON  10,000   10,000   —   — 
STEVE BEETCH  10,000   10,000   —   — 
ADAM ERHART BRITTON  10,000   10,000   —   — 
KIP E BRUENDER  10,000   10,000   —   — 
ELISABETH JACQUOT  10,000   10,000   —   — 
DESMOND KOSMOSKI  10,000   10,000   —   — 
JEFFREY F LAGREW  10,000   10,000   —   — 
AARON LEWIS  10,000   10,000   —   — 
DIEGO ANDRES LHERISSON  10,000   10,000   —   — 
KEVIN MOCK  10,000   10,000   —   — 
ROB ROLOFF & LINDAL ROLOFF  10,000   10,000   —   — 
GARRICK RUDOLF  10,000   10,000   —   — 
SPENCER RUDOLF  10,000   10,000   —   — 
JENNA RYAN  10,000   10,000   —   — 
BOB SCHMIDT  10,000   10,000   —   — 
ROBERT P. THOMAS  10,000   10,000   —   — 
TERRY TRICKEY & CHRISTINE TRICKEY JT TEN  10,000   10,000   —   — 
THOMAS WEISKE  10,000   10,000   —   — 
MCKENZIE ZUNIGA  10,000   10,000   —   — 
CHELSEA KAY JENNE  9,409   9,409   —   — 
ADAM BRINCKMAN  8,000   8,000   —   — 
GEORGE JORDAN & BETTE P JORDAN JT TEN  8,000   8,000   —   — 
ANNA REGINA BURNS  6,666   6,666   —   — 
JOSEPH MICHAEL BURNS  6,666   6,666   —   — 
STEVEN J MARCOTTE  6,666   6,666   —   — 
JEREMIAH SACK  6,666   6,666   —   — 
DYLAN SMICK  6,666   6,666   —   — 
KATERI WIENER  6,666   6,666   —   — 
THOMAS GEELAN  5,189   5,189   —   — 
ANDREW BOCK & EVA BOCK  5,000   5,000   —   — 
MADISON CLARK  5,000   5,000   —   — 
MORGAN GOETTL  5,000   5,000   —   — 
SARAH LILLIAN HARRELL  5,000   5,000   —   — 
QAISER HASSAN  5,000   5,000   —   — 
GUY MIREZKY  5,000   5,000   —   — 
SHANE CRAIG NELSON  5,000   5,000   —   — 
JEFF PRANGE  5,000   5,000   —   — 
CARTER QUAST  5,000   5,000   —   — 
JEFF REITER & BRANDI REITER JT WROS  5,000   5,000   —   — 
WILLIAM L. SHRADER  5,000   5,000   —   — 
ALBERT DOSSA  4,975   4,975   —   — 
AUSTIN JOHN SNOW  4,000   4,000   —   — 
BRUCE JORDAN  3,290   3,290   —   — 


NICK ARNFELT & BLAKE ARNFELT  3,000   3,000   —   — 
RICHARD KELLY  3,000   3,000   —   — 
JULITTA MIHM  3,000   3,000   —   — 
ERIC GLEASON  2,667   2,667   —   — 
JOSEPH SPITZER  2,545   2,545   —   — 
PHILLIP R. CARSON  2,500   2,500   —   — 
JAQUELYNNE A. RICHARDSON  2,500   2,500   —   — 
DENNIS THOMPSON  2,333   2,333   —   — 
DYLAN THOMPSON  2,333   2,333   —   — 
ZOIE BURTON  2,000   2,000   —   — 
CHRISTINE TRICKEY  2,000   2,000   —   — 
JULIAN HAMBURGER  1,500   1,500   —   — 
KATHLEEN A FORRESTER  1,334   1,334   —   — 
JERRY KROEGER (GERALD LEE KROEGER)  700   700   —   — 
Total  145,553,359   145,553,359         

* Less than 1%

 

(1)Ibrahim Almagarby hasWe do not know when or in what amounts a Selling Stockholder may offer shares for sale. The Selling Stockholders might not sell any or might sell all of the shares offered by this prospectus. Because the Selling Stockholders may offer all or some of the shares pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the Selling Stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the Selling Stockholders.

(2)Based on 195,572,994 shares of common stock outstanding on April 6, 2023.

(3)Ralph Hofmeier is the Chief Technology Officer and Chairman of the Board of the Directors of the Company.

(4)Irma Velazquez is the Chief Executive Officer of the Company and Vice-Chairman of the Company.

(5)Gary Rodney served as the Company’s Interim Chief Financial Officer from June 3, 2021 to January 18, 2023.

(6)Steven Saltzstein and Len Panzer each have voting and dispositivedisposition power over Archstone Capital.these shares.

(2)Jaqueline Yung] has voting and dispositive power over Keystone Ventures 
(3)(7)Sagi Green has voting and dispositivedisposition power over Green Dimension Ltd.these shares.

(8)(4)Tony Scarnavacca as voting and dispositive power over Tigertail Real Estate
(5)Benjamin LeuenbergerDavid R Froemming has voting and dispositivedisposition power over ORMA, S.A.these shares.

(9)(6)Matthew ChipmanJoseph Abrams has voting and dispositivedisposition power over Pillow Hog Ventures.
(7)Based on 87,201,863 shares of Common Stock issued and outstanding as of February 11, 2016.these shares.

(10)David Chambovey has voting and disposition power over these shares.

(11)Laurent Roten has voting and disposition power over these shares.

The Selling Stockholders, or their partners, pledgees, donees, transferees or other successors may sell up to all of the shares of our common stock shown in the table above pursuant to this prospectus in one or more transactions from time to time as described below under “Plan of Distribution.” However, the Selling Stockholders are not obligated to sell any of the shares of our common stock offered by this prospectus.

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PLAN OF DISTRIBUTION

 

This prospectus isWe are registering the shares of Common Stock to be usedpermit the resale of these shares of Common Stock by the Selling Security Holders in connection with a potential resaleStockholders and any of their transferees, pledgees, assignees, donees, and successors-in-interest from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by certain Seller Security Holdersthe Selling Stockholders of up to an aggregate of 21,747,348the shares of Common Stock. We will bear all fees and expenses incident to the registrant’sregistration of the shares of Common Stock.

 

The common stock held byEach Selling Stockholder of the selling stockholderssecurities and any of their pledgees, assignees and successors-in-interest may, be sold or distributed from time to time, bysell any or all of their securities covered hereby on the selling stockholders directly to oneOTCQB or more purchasersOTCQX or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed on any stock exchange, market or trading facility on which the sharessecurities are traded or in private transactions. The sale of the selling stockholders’ common stock offered by this prospectusThese sales may be affected inat fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods:methods when selling securities:

 

 ●·ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
 
●·block trades in which the broker-dealer will attempt to sell the sharessecurities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
 
●·purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
 
●·an exchange distribution in accordance with the rules of the applicable exchange;
 
●·privately negotiated transactions;
 
●·settlement of short sales entered into after the effective date of the Registration Statementregistration statement of which this prospectus is a part;
 
●·in transactions through broker-dealers that agree with the selling shareholdersSelling Stockholders to sell a specified number of such sharessecurities at a stipulated price per share;security;

 ●·through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
 
●·a combination of any such methods of sale; or
 
●·any other method permitted pursuant to applicable law.

 

The selling shareholdersSelling Stockholders may also sell sharessecurities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

 

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In addition,connection with the selling shareholderssale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers whoor other financial institutions, which may in turn engage in short sales if short sales were permitted, of sharesthe securities in the course of hedging the positions they assume withassume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the selling shareholders.securities to broker-dealers that in turn may sell these securities. The selling shareholdersSelling Stockholders may also enter into option or other transactions with broker-dealers thator other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares, which sharessecurities purchased by them may be resold thereafter pursuantdeemed to this prospectus. Nonebe underwriting commissions or discounts under the Securities Act. It is our understanding that no Selling Stockholder has any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the selling shareholders are broker-dealers or affiliates of broker dealers. WeSecurities Act, they will advise the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may applybe subject to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act

The selling shareholders may indemnify including Rule 172 thereunder. In addition, any broker-dealer that participates in transactions involving thesecurities covered by this prospectus which qualify for sale of the shares against certain liabilities, including liabilities arisingpursuant to Rule 144 under the Securities Act.Act may be sold under Rule 144 rather than under this prospectus.

We plan to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Brokers, dealers, or agents participatingUnder applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the sharesresale securities may receive compensationnot simultaneously engage in market making activities with respect to the formcommon stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of discounts, concessionsthe distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholders or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling shareholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling shareholders and any other stockholder, broker, dealer or agent relatingperson. We will make copies of this prospectus available to the sale or distributionSelling Stockholders and have informed them of the shares. We will not receive any proceeds fromneed to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale of(including by compliance with Rule 172 under the shares of the selling shareholders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $50,000.Securities Act).

 

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.
 

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DESCRIPTION OF SECURITIESMARKET PRICE FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

 

Authorized Capital and Preferred Stock

Our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.001 per share and 500,000,000 shares preferred stock, par value $0.001 per share. As of February 11, 2016, there were 87,201,863 shares of common stock outstanding.

Common Stock

The following is a summary of the material rights and restrictions associated with our common stock.

Each share of Common Stock shall have one (1) vote per share for all purposes. Our Common Stock does not provide preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Holders of shares of Common Stock are not entitled cumulative voting for electing members of the Board. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Florida for a more complete description of the rights and liabilities of holders of the Company’s securities.

Preferred Stock

Of the 500,000,000 shares of preferred stock authorized, there are no shares issued or outstanding.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, and general economic conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

The Company does not currently have any warrants issued or outstanding.

Options

On January 2, 2012, the Company’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 5,000,000 shares of the Company’s common stock.

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

  Number
of
Shares		  Weighted
Average
Exercise
Price		  Weighted Average
Remaining Contractual
Term (Years)		 
Outstanding at December 31,2012  2,200,000  $0.10   8 
Issued  -   -   - 
Exercised  -   -   - 
Outstanding at December 31, 2013  2,200,000   0.10   7 
Issued  -   -   - 
Exercised  -   -   - 
Outstanding at December 31, 2014  2,200,000  $0.10   6 
Issued  -   -   - 
Exercised  -   -   - 

Outstanding at September 30, 2015

  2,200,000  $0.10   5.3 

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The above outstanding options were granted to a former Company executive. Of these options, 1,240,000 shares were vested and exercisable at December 31, 2012. During the years ended December 31, 2014 and 2013 and the nine months ended September 30, 2015, the Company recognized stock-based compensation expense of approximately $12,000, $12,000 and $9,000, respectively, related to stock options. The weighted-average grant date fair value of each option was estimated to approximate $.05 using the Black Scholes valuation methodology. As of December 31, 2014 and September 30, 2015, there was approximately $24,000 and $15,000, of total unrecognized compensation costs related to non-vested stock options, which is to be recognized over the next 1.5 years.

The fair value of stock options granted of $0.05 per share was calculated using the Black-Scholes option pricing model based on the following assumptions; risk free interest rate of 1.89%, expected volatility of 317.38%, expected option terms of 9.08 years and no expected dividend yield.

Expected volatility is based on historical volatility of the Company and other comparable companies. Short Term U.S. Treasury rates were utilized. The expected term of the options was calculated using the alternative simplified method permitted by SAB 107, which defines the expected life as the average of the contractual term of the options and the weighted average vesting period for all option tranches.

The following table summarizes the activity of non-vested employee stock options:

  Number of
Non-Vested
Shares		  Weighted-
Average
Grant Date
Fair Value		 
Outstanding at December 31, 2012  960,000  $48,000 
Granted  -   - 
Vested  240,000   12,000 
Forfeited  -   - 
Outstanding at December 31, 2013  720,000   36,000 
Granted  -   - 
Vested  240,000   12,000 
Forfeited  -   - 
Outstanding at December 31, 2014  480,000  $24,000 
Granted  -   - 
Vested  180,000   9,000 
Forfeited  -   - 
Outstanding at September 30, 2015  300,000  $15,000 

Transfer Agent and Registrar

Worldwide Stock Transfer, LLC, One University Plaza, Suite 505, Hackensack, NJ 07601, Phone: (201) 820-2008, Fax: (201) 820-2010.

Listing(a) Market Information.

 

Our common stock is currently quoted on the OTC Pink MarketOTCQB under the trading symbol “EAWD“EAWD.”; however, our securities are currently highly illiquid, Quotations on the OTCQB reflect inter-dealer prices, without retail mark-up, mark-down commission, and subject to large swings in trading price, and are only traded on a sporadic and limited basis.may not represent actual transactions. On February 11, 2016,April 6, 2023, the last reported sale price of our common stock was $0.0381 per share.

The following table sets forth for the indicated periods the high and low intra-day sales price per share for our common stock for the four quarters of 2021, the four quarters of 2022 and as reported was $1.38.of April 6, 2023.

  

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  High  Low 
2021: First Quarter $0.76  $0.15 
2021: Second Quarter $0.45  $0.17 
2021: Third Quarter $0.59  $0.05 
2021: Fourth Quarter* $1.00  $0.08 
         
2022: First Quarter $0.45  $0.15 
2022: Second Quarter $0.25  $0.16 
2022: Third Quarter $0.21  $0.05 
2022: Fourth Quarter $0.08  $0.02 
         
2023: First Quarter $0.14  $0.03 
2023: Second Quarter to date $

0.06

  $0.04 

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INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements as of December 31, 2014 and 2013 and each of the years then ended included in this prospectus and the registration statement have been audited by Mallah Furman to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The validity of the issuance of the Common Stock hereby will be passed upon for us by Law Office of Clifford J. Hunt, P.A. 8200 Seminole Boulevard Seminole, Florida 33772. Neither Mr. Hunt nor his law firm has any direct or indirect ownership interest in any of the shares of capital stock of our Company.

DESCRIPTION OF BUSINESS

Overview

 The Company focuses on green sustainable solutions to generate and purify water, as well as the production and reproduction of energy. EAWC is primarily engaged in the promotion, development and commercialization of green technologies. In light of the increased demand for water and energy around the world, the Company and its partners develop, manufacture, distribute and operate water generation, water purification, and green energy production (Waste to Energy) technologies.http://www.eawctechnologies.com

Company History

Merger Agreement

Eurosport Active World Corporation (the “Company”) (formerly Eagle International Holdings Group Inc. or “EIH”), was incorporated under the laws of the State of Florida on August 23, 2000. EIH was a shell entity that was in the market to merge with an operating company.

On March 17, 2008, EIH entered into an Agreement and Plan of Acquisition (the “Merger Agreement”) with Inko Sport America, LLC (“ISA”), a Florida privately held Limited Liability Company. In connection with the closing of the Merger Agreement, ISA merged with and into EIH effective May 07, 2008, with the filing of the Merger Agreement with the Florida Secretary of State.

Pursuant to the terms and conditions of the Merger Agreement:

———————

*●As a preconditionFrom September 28, 2021 to October 27, 2021, public quotes of the consummationCompany’s stock were temporarily removed from the OTC marketplace due to the Company’s late filing of its Annual Report on Form 10-K for the year-ended December 31, 2020 and the Quarterly Reports on Form 10-Q for the subsequent two quarters in accordance with Exchange Act Rule 15c-211. During that period, there was no public trading market for the Company’s shares and several anomalous “trades” for $0.0001 that were likely the result of privately negotiated transactions occurred. These prices do not have any relation to the market value of the merger transaction,shares and do not reflect a reverse stock split of EIH common stock was consummated on a one for 1,000 basis pursuant to which each 1,000 outstanding shares of EIH common stock was converted into one share of EAWC common stock. After giving effect to“trading price” as the reverse stock split, the authorized capital stock of EIH immediately prior to the closing of the Merger Agreement consisted of one billion shares of EIH common stock, of which 106,214 shares (as a result of the reverse stock split) was issuedterm is commonly used and outstanding with former EIH shareholders.
●After the reverse stock split, the merged companies ISA & EIH will operate under the name of Eurosport Active World Corp (EAWC) and issuance of 20,500,000 (approximately 99% of the issued and outstanding common stock of the Company).
●Concurrent with the closing of the Merger Agreement, 4,394,044 shares of common stock were issued to EIH’s majority shareholder and officer, Michael Farkas, for the satisfaction of obligations payable to him; and
●Immediately after the closing of the Merger Agreement, EAWC adopted ISA’s business plan and changed its name to Eurosport Active World Corp (“EAWC”). Further, upon completion of the merger, the prior officers and directors of EIH resigned and the current officers and directors of the Company were appointed to their positions.therefore such amounts have been excluded from this table.

 

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This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes.

ISA was a development stage company, incorporated on February 24, 2005 in the State of Florida. Through December 31, 2012, the Company had been primarily engaged in the promotion, development and commercialization of green technologies. In view of the increased demand of water and energy, the Company began to focus its business goals on water generation, water purification, and green energy production (Waste to Energy); acquiring and licensing the rights to sell and produce related technologies and securing through collaboration with Green Tech research and developments centers in Europe, the research and development, technical maintenance, education and training related to the technology.

We were formed as a Green tech platform of renewable technologies industry. The Green Tech industry is subject to constant evolving due to ongoing water scarcity as well as energy increased need, thereby making it a rapidly growing up market. The Green tech industry is complex, because still require much promotion and information about its potential to be known furthermore regulations in each country are different in a way that several segments are regulated by both federal and state governments. EAWC’s approach assists general business operations with the growth and development of their business, by ensuring the efficient, profitable and sustainable supply/generation of water and energy as required; allowing our potential customers to focus on the business while been sustainable on its development. By using the technologies/services provided by EAWC, our clients are free to focus on compliance with performance of their operations as well as with the water and energy consumption or generation regulations within their industry, and to complete their primary business goals.

We continue to be a development stage company. We have not yet generated any revenue from our operations. We presently have only two employees, our Chief Executive Officer, Ralph Hofmeier and our Chief Operating Officer, Irma Velasquez. We presently rely on third parties to manufacture our products, sell and distribute them.

EUROSPORT ACTIVE WORLD CORP focuses on four main aspects of the Water and Energy business: Generation, Supply, Commercialization and Waste to Energy. Assisting business owners and/or municipalities to build profitable and sustainable supply/generation of water and energy as required; by selling them the required technology or technical service to enhance its productivity/operability. With its technical arm (Swiss Water Tech R&D) and it global network of vendors, the company would add sustainable added value to each of the projects.

Our programs will be tailored to meet the needs and requests of our clients. We will assist our clients with growth by increasing their customer base and assisting their operations and growth management in new markets.

We will provide customized technologies and technical services, based upon client preference, which may include any or all of the following:

●Water/Energy Generation
●

Waste to Energy Plants

●Technical assistance
●Strategic and financial partnering;
●Project management;

The company has consulted on a number of projects on a pro-bono basis to establish a strong corporate history toward obtaining a strong sales client base. The cost of our technologies and/or for our services will be dependent upon particularities of the needs of supplying/generation water or energy of each project/client company and the complexity of the client/project company business. EAWC Technical consulting fees will be negotiated and established based upon factors such as the level of services requested by the client.

Thus far we have marketed our technologies and services primarily to the private sector and some municipalities of the states of California, Nevada, Florida and Alaska in the United States of America (the “U.S.”) as well in other countries of the American Continent such as Mexico, Puerto Rico and Chile, to mention some of them and other countries of the African Continent such as South Africa and Kenya and India in the Asian Continent. EAWC has been doing business development since its reactivation in April 2012. Ralph Hofmeier, our president has been involved in the company since inception and is the founder, as well as Ms. Irma Velazquez our COO. We focus on geographic areas, projects and budget levels where we believe there are significant demand for our technologies & services and the potential for attractive returns to our company and investors. We do not consider our company to be a “blank check company” as such term is defined in Securities and Exchange Commission Rule 419; however, we are a company with minimal revenues and limited operations and our auditor has expressed substantial doubt about our ability to continue as a going concern. The company has no present plans to be acquired or to merge with another company nor does the company, nor any of its shareholders, have plans to enter into a change of control or similar transaction The company does now and will continue to operate as a Green Tech commercial company, on an income-based sales and technical services through our agreements with the Swiss Water Tech R&D Centre, for independent clients requiring our technologies, expertise, experience and international contact networks. Any acquisitions that the company may make in the future, would be of companies similar in nature to our own, operating in similar or complementary industry segments or geographic location; that would provide EAWC with new growth opportunities or competitive advantage.  However, even though our business plan does contemplate potential growth through the acquisition of specialty service providers and other independent consulting services companies that would complement our business plan we are first and foremost a Green Tech companyEAWC anticipates growth through the consolidation of sales of technologies and consulting service providers. 

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We believe that our conduct to date evidences significant, bona fide business operations and a scenario that is wholly inapposite to any attempt to create the mere appearance of a specific business plan and effort to avoid the application of Rule 419.

The Company is focused on addressing areas of business, which concentrate on new technological and engineering concepts relating to Water and Energy generation as well as Waste to Energy development and those related components that assist in advancing the Green Tech industry. These include:

●Advancement of Atmosphere Water Generators, Energy self sufficient supply;

●Advance new ideas on Waste to Energy implementation;

●Small, Hi-energy cost effective generators;

●New Syn Gas Engine/Motor Design, prototyping and manufacture.

The founders of Eurosport Active World Corp have extensive experience in both the technical development and operation processes aspects associated with this industry, and for this reason, we intend to enhance the collaboration with its today technical provider the Research & Development Centre (SWATE) to ensure the provision of the technical advice services and expended when required on a contractual basis, to project owners that acquire the EAWC Technologies.

Agreements with Swiss Water Tech Research and Development S.A.

Effective February 1, 2013, and as amended on June 29, 2015, the Company entered into an exclusive Technology Transfer Agreement and License Agreement (the "Technology Transfer and License Agreement") for a period of ten years with Swiss Water Tech Research & Development S.A. (“SWATE”), an entity owned and controlled by the Company's Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: (a) will transfer to the Company the license to manufacture products developed by SWATE; (b) all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and (c) will grant the Company the use of certain related trademarks. If the Company generates as a result of the products and licenses related to the Technology Transfer and License Agreement, the Company is to pay to SWATE a minimum annual royalty fee stipulated in the agreement plus five percent of revenue generated. Since the Company has not generated revenues, during 2013 the Company accrued the minimum fee of approximately $542,000 in accordance with the terms of the agreement. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

As part of the exclusive Technology Transfer and License Agreement, on February 1, 2013, the Company was required to pay a non-refundable front-end fee of $6 million in exchange for the use of newly developed systems, concepts and license of patent and trademark. The Company satisfied the required payment through the issuance of 6 million shares of its common stock, valued at $1.00 per share. During 2013, the Company recognized amortization expense in the amount of $550,000. On December 31, 2013 the Company evaluated the unamortized asset for impairment and determined that due to its inability to secure revenue generating commercial contracts, the recoverability of this asset in future periods was doubtful. Accordingly, the Company fully impaired the remaining unamortized value of the front-end fee of $5,450,000. Our transactions with related parties were valued at zero dollars ($0.00) and values ascribed to securities utilized in such transactions were determined arbitrarily and have no relationship to book value or any traditional market values.

Effective February 1, 2013, the Company also entered into an International Service Contract with SWATE (the "SWATE Service Contract"). Under this agreement, SWATE will provide operations management, engineering and technical services to the Company. These services include:

Financial and Accounting Matters– SWATE shall maintain the Company’s general ledger, accounts receivable and accounts payable records, and fixed asset records and provide billing and collection services. SWATE shall also provide, or cause to be provided to client, payroll services, including assistance with regulatory compliance matters.

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Insurance Matters – SWATE shall provide or cause to be provided to the Company, insurance with the coverage, insurers and maximum deductibles as will be requested by the Company via a written notice. All such insurance policies shall add the Company as an additional named insured, and such insurers shall be required to provide the Company with no less than 30 days’ prior written notice of any change or cancellation of any such insurance. In the event of any such potential change that may have a materially adverse effect on the Company, or in the event of potential cancellation, Company shall be entitled to secure replacement insurance at its own cost.

IT Services – SWATE shall provide certain general information technology services and infrastructure including assistance with installation, and maintenance of telephonic and computer equipment. SWATE shall also provide the Company with the use of SWATE’s existing and future telephone automatic call distribution networks and systems and email systems. SWATE shall provide such technical support and maintenance as the Company reasonably requests for the Company and its clients.

Web Hosting and Maintenance of Client Web Site – SWATE will provide Web hosting and maintenance services for the Company website. In consideration of hosting and maintaining the Company website, Company transfers to SWATE the right to use the Company website has its own website in its efforts to sell the Company’s products.

Customer Support – SWATE shall provide and perform such services related to technical assistance to the Company’s and user customers and distributors, customer training and any other tasks relating to servicing the Company’s customers and distributors.

Supply Chain Management – SWATE shall provide and perform such services related to the delivery of physical Company packages to the Company’s distributors or end-user customers; provided that the cost of these services to the Company will equal Administrative Services compensation plus other direct costs and expenses related to packaging and shipping.

Development Support – SWATE shall perform such specific consulting projects and research projects for the Company business development, from time to time, as requested by the Company and upon such terms as may be agreed upon between the Company and SWATE; provided that the cost of the services will equal SWATE’s salary and benefits costs for the employee-developers and other direct costs and expenses, plus fifteen percent (15%).

Other Services Provided– SWATE shall provide and perform such other services, as shall be requested by the Company and agreed upon between the Company and SWATE, from time to time, at such price and upon such terms as agreed.

The SWATE Service Contract has a term of five years, and provides for a monthly service fee of $35,000 plus out-of-pocket expenses.

SWATE is a Swiss research and development company with access to patent and certain scientific and technical resources. As a result of the above agreements, the Company has a variable implicit interest in SWATE, however it is not its primary beneficiary, does not provide any explicit or implied financial support and therefore does not consolidate SWATE's financial statements in its consolidated financial statements.

Other Acquisitions

During 2012, the Company agreed to issue an aggregate of 25,300,000 shares of common stock in connection with its acquisitions of Powermax Energy & Business Solution, Inc. (“Powermax Energy”), Powermax Green Technologies, LLC (“Powermax Green Technologies”), Green Environmental Management LLC (“GEM”); Swiss Green Solutions, Srl (“Swiss Green Solutions”) and International Supply & Support-African Sunlight-Solstrom (“African Sunlight”). The latter entities were inactive and except for “African Sunlight” were acquired from current officers and directors of the Company; consequently, the equity interest issued were recorded at an amount equal to the carrying amount of the net assets related to the latter entities.

During 2013, the Company issued common stock pursuant to its 2012 acquisition of Swiss Green Solutions, a corporation originally organized in Switzerland. In connection with this acquisition the Company acquired all of the ownership interest in Swiss Green Solutions in exchange for 8,000,000 shares of the Company's common stock valued at par. The Company acquired Swiss Green Solutions to secure design patent No. 138,065 for the Solar Power Water Purification System and all related technical designs and materials.

During 2013, the Company issued common stock pursuant to its 2012 acquisition of African Sunlight, a corporation originally organized in Norway. In connection with this acquisition the Company acquired all of the ownership interest in African Sunlight in exchange for 50,000 shares of the Company's common stock valued at $1 per share. The Company acquired African Sunlight to secure a vendor accreditation that allows the Company to supply green technologies to the United Nations members.

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Powermax Energy & Business Solution, Inc. is 100% owned by Ralph Hofmeier, the CEO of EAWC. The Company secured the licensee rights for the core technologies for water and energy products from the patent owners of the technologies, AQUA SOCIETY GmbH, Germany. With the license, EAWC has the right to sell, manufacture and develop the core technologies of water and energy equipment for ninety-nine years across the world. In certain countries like Mexico, Latin America and the United Sates, EAWC was granted exclusive rights from Powermax. With the acquisition of Swiss Green Solution, a Swiss entity owned by Irma Velazquez, the COO of EAWC, EAWC will complete the water equipment technologies with a Swiss water purification concept based on Swiss Solar technology. Swiss Green Solution already has a stronghold in Mexico and has become the Exclusive Regional distributer of EAWC in Latin America.

The acquisition of Powermax Green Technologies LLC gave EAWC access to a strong sales force and agents in around the globe. With distribution and agents in more than 30 countries, EAWC has the ability to sell and distribute its products around the world. To date, this sales network already brought in five projects, with a value of more than $170 million. These five projects are in the early stages of development, while the Company conducts feasibility studies and seeks financing approval.

With the 50% acquisition of Green Environmental Management (GEM) from Texas, EAWC has direct access to several Swiss and US Universities for environmental studies and support. GEM was owned to 50% from Irma Velazquez. EAWC was already a 50% owner of GEM and just took over 100% of GEM.

Our Vision

The mission of EAWC is to provide sustainable energy systems based on high efficiency and renewable sources as well as smart grid and storage solutions. Through a combination of the AquaTech, EnergyTech and Waste management assisted technologies, we believe that it is possible to create a completely self-sufficient energy generation and water production system, which can be used at the same time to meet the potable water requirements as well as the electrical energy needs of businesses, communities and entire States like California. We have not yet realized any of the above results from the operations of our business.

EAWC is promoting green technology solution through its large network of distributers and agents worldwide. EAWC engages in patented German, Swiss & US technologies such as: Atmosphere Water Generators (AWGs), CO2-free energy production (Steam Energy Generators), Plasma-assisted gasification & sterilizations systems, Solar-powered Water Purification Systems, as well in solar and wind energy solutions (own developments).

Today EAWC has a network of proprietary technology, technology transfer agreements and technology representation agreements that cover nearly every aspect of renewable energy and water supply.

The Company maintains a partnership with a Swiss Water Tech Research & Development Centre to be the technical arm and provide technical services to the Company and it clients and distributors. The post-sales technical assistance, maintenance, training and education are delivered in a synergistic package that is enhanced by this relationship.


One of the key unique selling features and capabilities of the Company is the combination of the different disciplines of water, energy and waste management. EAWC Technologies offers closed loop elemental recycling systems that safely destroy waste and produces commodity products.

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The EAWC- WtE system achieves this without producing harmful, noxious or dangerous by-products, effluents or emissions. The materials fed into the process are in actual feed -stocks, once regarded as waste. The departments of our Company are broken down below:

 

Atmosphere Water Generators (AWGs) & Aqua Mission Systems

The AWGs produce pure potable water from the air´s humidity. The system produces sufficient quantities of portable water even in very dry and hot climate conditions. AWG plants can be scaled to almost any size, community and/or population. Atmosphere Water Generators are largely used in Asia and African countries. The main producers for AWGs, which are based on dehumidifying, come from China. Almost every US based AWG brand is supplied by manufacturers in China. EAWC uses 80 year proven German technology for condensate water from the air based on A/C technology. This concept allows a higher performance and larger quantity of water because of the use of high amounts of air. With the tech-agreement with Swiss Water Tech, S.A. (SWATE), a company 100% owned by Irma Velazquez and Ralph Hofmeier, SWATE developed specially for the California market the OCTAGON AWG system. This system is based on the German patent for AWG Tech from AQUA SOCIETY GmbH, Germany. EAWC has the rights for ninety-nine years to use the German technology. The developed OCTAGON model line is different in size from the standard AM water generator line. The OCTAGON is energy self-sufficient and can condense unlimited amounts of water out of the atmosphere. SWATE allowed EAWC the use of this development, which can be used in many other countries around the world that deal with issues of water scarcity. EAWC plans to introduce the OCTAGON to the U.N. in the last fiscal quarter of 2016, with the hopes of supplying it to large refugee camps around the world in need of fresh water. The first deployment of the OCTAGON will be at the second fiscal quarter of 2016 in California to supply the water needed to farmers.

The AWGs work by first inhaling large volumes of air, then cooling the air down to the dew point, and finally collecting, filtering and mineralizing the resulting condensed water. Through this process, pure drinking water is created that meets the quality standards of the World Health Organization (WHO). In regions with high temperatures and high humidity levels, a single machine can generate up to 50,000 liters or 15,000 gallons of water per day. The OCTAGON line starts at 150,000 gallons and can expanded the water supply to ONE acre-feet/day.

Solar Power Water Purification Systems

EAWC Technologies was created to respond to the growing need of drinking water and proposes a water purification solution utilizing solar, photovoltaic energy and, when applicable, a mini- windmill or an alternate source of renewable energy. The system is ready to be built from SWATE and delivered on demand. The first unit will be placed in California as part of a pilot program, along with the AWG model lines, OCTAGON & AM.

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Seawater, lake water, river water or stagnant water is passed through several stages of purification and treatment until it is rendered drinkable as per World Health Organization standards. In the case of sea or stagnant water, we recommend a treatment via reverse osmosis membranes, which permits the retention of dissolved solids and results in obtaining water of drinking quality. If the water being treated emanates from lakes or rivers, we recommend treatment via an ultrafiltration membrane which functions by retaining suspended materials such as colloids, viruses and bacteria. The systems proposed by EAWC Technologies are containerized and contain all equipment necessary to function in a perfectly autonomous fashion, notably due to a system of automatic cleansing, which can be accessed from a distance via satellite or Internet. Moreover, the machines also use available, renewable energy sources such as solar or wind. The system is proven from SWATE and certified, ready to be deployed on demand.

Steam Energy Generators

In a world where the goal of zero carbon factories, cities and economies is a priority for individuals, corporations and governments, the Energy Module offers zero carbon power generation in a simple, economical and reliable system.

The waste heat given off in industrial processes in the low-temperature range (up to 100°C) constitutes an energy potential in all industrialized countries that is substantially untapped. EAWC Technologies offers a novel process for generating electric current from low-temperature heat, thereby capturing the potential from this lost heat produced in many industrial processes to be capitalized. In addition to its potential using wasted heat sources, the process can also utilize heat from other sources for the generation of electricity, including solar energy, geothermal heat, or technically conditioned waste heat flows from power stations and combined heat and power (CHP) plants. Through the specific utilization of low-temperature heat for the generation of electricity, a major worldwide contribution can be made in reducing the consumption of fossil energy resources and cutting CO2 emissions. The system is patented and owned from AQUA SOCIETY GmbH, Germany. EAWC has the rights, worldwide, to sell the proven technology. On sale already for over five years in Germany,EAWC’s exclusive distributor is in the process of obtaining $16 million of financing necessary to build a prototype installation, which is scheduled to become operational in early 2016. The facility will not only be used to demo the technology to potential suppliers but will also generate revenue through the sale of generated electricity.

Plasma Converter System (PCS)

One of the primary strengths and capabilities of the Company is the synergistic combination of the complimenting disciplines of water, energy and waste management. EAWC Technologies offers a closed-loop elemental recycling system that safely destroys waste and produces commodity products. The EAWC WtE system achieves this without producing harmful, noxious or dangerous by-products, effluents or emissions. The materials fed into the process are actual feed stocks, once regarded as wastes.

The PCS is a gas converter ionizes to become an effective electrical conductor and produces a lightning-like arc of electricity that is the source of intense energy transferred to the waste material as radiant energy. The arc in the plasma plume within the vessel can be as high as 30,000°F or 16,650°C.

The PCS is an electrochemical system powered by electricity that causes the dissociation (breaking apart) of the molecular bonds of solid, liquid and gaseous compounds or materials of both hazardous and nonhazardous wastes (feedstock) organic and inorganic. Within the PCS, the molecules of the waste material are separated into their elemental components (atoms), and then reformed into recoverable nonhazardous commodity products ready for commercial use.

The PCS process is not a burning operation within incinerator. The PCS is igniting ionized gas from electric spark like in a neon light bulb. Patent the first time in 1804 in Germany, the gasification system was widely used in Europe till the mid- 1940s. The “Synthetic Gas” produced out of the organic/carbon based material can be used to power an internal combustion engine or a turbine to run an electrical generator. Today, over 400 gasification plants to process wastes are in use. Mostly in Europe, the gas is used to produce electricity or clean fuel. (www.gasification.org)

The Plasma Converter is computer controlled and easy to use. It operates at normal atmospheric pressure, safely by quietly generating sustainable power. Significant valuable resources can be created from the use of the Plasma Converter. For example, 1,000 tons-per-day of waste that is processed by a typical large municipality can be harnessed emission free and converted safely into syngas. The operation’s daily output of syngas can be used to produce millions of cubic feet of valuable hydrogen gas. In a typical 1000 tons-per-day operation, the 7.8 million Plasma Converter could theoretically pay for itself in well under two years. Here’s how: Landfill usage “Tipping Fees” run from an average $35 to over $100 per ton in high population areas. These costs, along with hauling fees, could be reduced by up to $75 per-ton / per-day by Plasma-Converting the waste and selling the electric, water, gas, and solid by-products, instead of paying the costs of a landfill.

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Plasma Assisted Sterilization Process

The Plasma Arc Flow™ is a patented technology that converts most liquid waste into a clean fuel called Syngas. It works by moving the target liquid waste through a submerged electric arc between two electrodes. The arc decomposes the liquid molecules into atoms and forms a plasma around the tips of the electrodes. At about 10,000°F / 5,500 °C the plasma arc flow moves the plasma away from the electrodes and controls the formation of “Syngas” that rises to the surface for collection. This US certified and Patent technology intended solely to sterilize target liquid wastes such as sewage, agricultural wastes or any effluent where eliminating bacteriological activity is beneficial to convert the waste liquid into a fertilizer and/or irrigation water. These results of processing toxic liquid are completely sterilized (US Lab proven). EAWC has the sole rights granted to sell the technology in Mexico.

Worldwide Partnerships and Business opportunities

EAWC already has agents and dealers strategically placed around the world. The Company has sales agents in Switzerland, Mexico and Miami. The Company also has dealers located in Las Vegas Nevada, India, Pakistan, Canada, Australia, Colombia, Nepal and Kenya. In total, we work with 34 agents and distributers to promote and sell EAWC technologies. Their compensation is commission-based.

With agents located around the world, the Company intends to have a presence in all the most important markets in the world in need of Energy, Fresh water and Waste to Energy Solutions.

Competition

The atmospheric water generator and water purification and bottled water industries are highly competitive. Our main competitors at this time are Ambient Water (AWGI), Quest Water (QWTR) and Westinghouse Plasma Technology. This market segment includes numerous manufacturers, distributors, marketers, and retailers that actively compete for the business of consumers both in the United States and abroad. In addition, the market is highly sensitive to the introduction of new products and technologies that may rapidly capture a significant share of the market. As a result, our ability to remain competitive depends in part upon its successful introduction and consumer acceptance of new products. Although our products bear our own exclusive branding, we expect that the competition will intensify in the future, since our competitors can and may duplicate similar products or services to those offered by us.

Government Regulation

The manufacturing, processing, testing, packaging, labeling and advertising of the products that we sell may be subject to regulation by one or more U.S. federal agencies, including the Food and Drug Administration, the Federal Trade Commission, the Community Supported Agriculture in North America, the United States Department of Agriculture, the Environmental Protection Agency, the standards provided by the United States Public Health Authority and the World Health Organization for drinking water. These activities may also be regulated by various agencies of the states, localities and foreign countries in which consumers reside. Currently, the Company’s products are not subject to any governmental regulation although it is possible that the FDA may choose to regulate the quality of water produced from atmospheric water generating machines.

Since the Company may be subject to a wide range of regulation covering every aspect of our business as mentioned above, it cannot predict the nature of any future U.S. laws, regulations, interpretations or applications, nor can it determine what effect additional governmental regulations or administrative orders, when and if promulgated, would have on the business in the future. Although the regulation of water is less restrictive than that of drugs and food additives, we cannot offer assurance that the current statutory scheme and regulations applicable to water will remain less restrictive. Further, we cannot assure you that, under existing laws and regulations, or if more stringent statutes are enacted, regulations are promulgated or enforcement policies are adopted, we are or will be in compliance with these existing or new statutes, regulations or enforcement policies without incurring material expenses or adjusting our business strategy. Any laws, regulations, enforcement policies, interpretations or applications applicable to our business could require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products not capable of reformulation, additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling or scientific substantiation.

Employees

As of October 15, 2015, we currently have 2 full time employees. Over time, we may be required to hire employees or engage independent contractors in order to execute various projects necessary to grow and develop the business. These decisions will be made by our officers and directors, if and when appropriate. We work with approximately 34 agents and brokers around the world to promote the Company and sell our technologies. These agents and brokers are independent contractors and are compensated solely based on commission.

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DESCRIPTION OF PROPERTY

Our principal executive office is located at 2000 Ponce de Leon Blvd., 6th Floor, Miami, Florida 33134. Our telephone number is (305) 517-7330.

LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our Common Stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.  

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Price Range of Common Stock

Our common stock is currently quoted on the OTC Pink Market maintained by OTC Markets Group, Inc. under the symbol “EAWD”. Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

On February 11 2016, the closing price of our Common Stock was $1.38 per share as reported on the OTC Pink Marketplace.

Penny Stock

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholdersshareholders may have difficulty selling our securities.

 

Holders(b) Holders.

 

As of February 10, 2016 we had 610April 6, 2023, there were 847 record holders of 195,572,994 shares of the Company’s common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, registered clearing agencies, banks, and other fiduciaries. The transfer agent of our common stock holding 87,201,863 shares of common stock.is Worldwide Stock Transfer, LLC.

  

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Dividends(c) Options.

 

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, and general economic conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.None.

(d) Securities authorized for issuance under equity compensation plansplans.

 

Not applicable.Effective as of September 12, 2022, the Board of Directors adopted the Energy and Water Development Corp. 2022 Long Term Incentive Plan (the “2022 LTIP”). Under the 2022 LTIP, the Company reserved 17,493,000 shares of common stock to grant shares of common stock of the Company to employees and individuals who perform services for the Company. The purpose of the 2022 LTIP is to attract and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services for the Company, and to promote the success of the Company’s business. The 2022 LTIP permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Board of Directors may determine.

 

FINANCIAL STATEMENTSDIVIDEND POLICY

 

We have never declared nor paid any cash dividends on our common stock, and currently intend to retain all of our cash and any earnings for use in our business and, therefore, do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends on our common stock will be at the discretion of the Board of Directors and will be dependent upon our consolidated financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

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DESCRIPTION OF THE BUSINESS

Company Overview

Energy and Water Development Corp. (the “Company” or “EAWD”) was originally incorporated as a Delaware corporation named Wealthhound.com, Inc. in 2000 and was converted to a Florida corporation under the name Eagle International Holdings Group Inc. on December 14, 2007.

On March 10, 2008, the Company changed its name to Eurosport Active World Corporation and on March 17, 2008, the Company entered into an Agreement and Plan of Acquisition (the “Acquisition Agreement”) with Inko Sport America, LLC (“ISA”), a privately-held Florida limited liability company wherein all of the certified owners of ISA exchanged their ownership interests in ISA for shares of the Company. In connection with the closing of the AcquisitionAgreement, the Company adopted ISA’s business plan and the Company’s directors were elected to their positions. This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes. ISA was administratively dissolved in September 2010.

In September 2019, the Company changed its name to Energy and Water Development Corp. to more accurately reflect the Company’s purpose and business sector and the Company has registered its logo “EAWD” with the United States Patent and Trademark Office, the European Union Intellectual Property Office and the World Intellectual Property Organization (WIPO) to secure its corporate identity.

To ensure the Company is positioned to service its growing business in one of the EU’s most environmentally progressive countries, the Company has a branch registered to conduct business in Germany and two wholly-owned German subsidiaries: Energy and Water Development Deutschland GmbH (“EAWD Deutschland”) and EAWD Logistik GmbH (“EAWD Logistik”).

The Business

We are an engineering services company formed as an outsourcing green tech platform, focused on sustainable water and energy solutions.

·EAWD builds water and energy systems out of existing, proven technologies, utilizing our technical know-how to customize solutions to meet our clients’ needs. To date, two water systems have been sold and deployed in Mexico and Germany.
·Using its patent pending design, EAWD is working to design, build, and operate Off-Grid EV Charging Stations in Germany.
·EAWD commercializes proven technologies for the sustainable generation of energy and water. The first unit has been built and tested in Germany and the Company is working to fulfill additional orders.
·EAWD is a United Nations “accredited vendor” and offers design, construction, maintenance and specialty consulting services to private companies, government entities and non-government organizations (NGOs) for the sustainable supply of energy and water.

 In view of the increased world-wide demand for water and energy, our business goals are focused on self-sufficient energy supplied water generation and green energy production. To accomplish this, we set out to establish an outsourcing green tech platform to commercialize the Company’s state-of-the-art technologies while providing engineering and technical consultation services to design the most sustainable technological solutions that can provide water and energy. We also intend to secure all required technical, maintenance, education, and training related to the identified technology solutions. To this end the Company has sought potential collaboration with green tech research and development centers in Europe and has established its operating subsidiaries in Hamburg Germany, where we have started to assemble our patent-pending innovative off-grid, self-sufficient energy supply atmosphere water generation (“AWG”) systems (EAWD Off-Grid AWG Systems). EAWD Deutschland and EAWD Logistik operate in Hamburg, Germany to meet the increasing demands of water and energy generation projects around the world as well as to operate the solar powered EAWD Off-Grid EV Charging Stations, EAWD’s newest product, in Germany.

The green tech industry is constantly evolving due to ongoing and increasing water scarcity as well as increased energy needs in the world.  Therefore, we believe that by designing sustainable and renewable solutions to these problems, EAWD will become an essential component of a rapidly growing industry with many new markets.

The green tech industry is complex because it still requires increased promotion and public education about its potential. Furthermore, regulations in each country are different and, in many cases, several segments are regulated by both national and local (state, provincial, municipal) governments. EAWD’s approach seeks to assist businesses with the growth and development of their general operations by ensuring the efficient, profitable, and sustainable supply/generation of water and energy allowing our potential customers to focus on their business while adopting strategies of sustainability. Using our own EAWD Off-Grid AWG Systems, EAWD Off-Grid EV Charging Stations, EAWD Off-Grid Power Systems, EAWD Off-Grid Water Purification Systems, and other identified technology, products, and services licensed or purchased from third party sources, we are delivering and installing a product set that suits the green technology water and/or energy needs of our customers. By using the state-of-the art technological solutions and technologies identified, designed, and provided by EAWD and its collaborators, we believe that our potential clients will be free to focus on the performance of their operations as well as with the water and energy consumption or generation regulations within their industry. Our clients may be businesses seeking to upgrade their business processes, NGOs or governmental entities seeking to apply green technology solutions for the water and energy they supply to their constituencies.

We continue to be a development stage company. The Company presently assembles its EAWD Off-Grid AWG Systems and EAWD Off-Grid EV Charging Stations at its workshop in Germany and outsources most of its engineering and technical services as well as services relating to the promotion, selling, and distribution of its products. We presently have only nine employees: Ms. Velazquez, our Chief Executive Officer, Vice-Chairman of the Board of Directors, and a significant stockholder, Mr. Hofmeier, our Chief Technology Officer, Chairman of the Board of Directors, and a significant stockholder, two engineers, two technicians, one accountant assistant, and two assemblers. Ms. Velazquez and Mr. Hofmeier are married.

We seek to focus on three main aspects of the water and energy business: (1) generation, (2) supply, and (3) maintenance. We seek to assist private companies, government entities and municipalities, and NGOs to build profitable and sustainable supplies/generation capabilities of water and energy as required by selling them the required technology or technical service to enhance their productivity/operability. With its outsourced technical arm and its commission-based global network of distributors, the Company expects to create sustainable added value to each project it takes on while generating revenue from the sale of own EAWD Off-Grid AWG Systems, EAWD Off-Grid EV Charging Stations, EAWD Off-Grid Power Systems, and EAWD Off-Grid Water Purification Systems, royalties from the commercialization of energy and water in certain cases, and the licensing of our innovated technologies; as well as from its engineering, technical consulting, and project management services.

The following table depicts the Company’s service and product offerings to its clients.

 

We plan to provide customized technology solutions and technical services, based upon client need and preference, which may include any or all of the following:

·water and energy generation
·off-grid electric vehicle charging stations
·technical assistance
·strategic and financial partnering
·project management

The Company also plans to focus on addressing areas of the industry which concentrate on new technological and engineering concepts relating to water and energy generation and those related components that assist in advancing the green tech industry. These include:

·advancement of EAWD Off-Grid AWG Systems
·development of techniques to attain self-sufficient supply of energy
·advancement of new ideas on energy generation, storage and management implementation
·designing, prototyping, and arranging the manufacture of new water and energy generation systems
·designing and prototyping off-grid self-sufficient power systems
·designing and prototyping solar powered charging stations for electric vehicles

Our Vision

The size of the global market for atmospheric water generators was estimated at USD 959.85 million in 2020, reached USD 1,074.01 million in 2021, and at a compound annual growth rate (CAGR) of 14.75%, is expected to reach USD 2,515.19 million by 2027. (Source: Atmospheric Water Generator Market 2022 Report published by 360i Research)

The main market dynamics to consider are the growing numbers of AWGs across various end-use verticals and versus the high energy consumption, production cost, and high carbon footprint of such technology. Our research and development activities in AWG technology have led us to develop novel technologies that overcome these negative dynamics (such as our EAWD Off-Grid AWG Systems).

The mission of EAWD is to provide sustainable water generation systems based on high efficiency, renewable sources and to provide off-grid self-sufficient energy supply solutions. Through a combination of the best design and configuration of state-of-the-art technology-assisted solutions, EAWD has created a completely self-sufficient off the grid energy generation and water production system, which can be simultaneously used to meet potable water requirements and the electrical energy needs of the industrial sector.

EAWD promotes and commercializes its green technology solutions via commission-based distributers and agents worldwide.

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

The Company plans to generate revenue from the sale of EAWD Off-Grid AWG Systems, the development, sale, and operation of the EAWD Off-Grid EV Charging Stations, sale of EAWD Off-Grid Power Systems, and EAWD Off-Grid Water Purification Systems, royalties from the commercialization of energy and water in certain cases, and the licensing of our innovated technologies; as well as from its engineering, technical consulting, and project management services.

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Our Products

The technological solutions offered by our Company are the following:

EAWD Off-Grid AWG Systems

Today, atmospheric water generators (AWGs) are standard equipment in many places; however, operating AWGs requires high amounts of energy that is often not available in the places where they are needed most, making the price for the generated water very high.  Our innovative EAWD Off-Grid AWG Systems are designed to have an internal power supply and ability to generate power.  Our EAWD Off-Grid AWG Systems produce sufficient quantities of potable water even in very dry and hot climate conditions and can be scaled to almost any size, community, and/or population. Presently, AWGs are largely used in Asian and African countries. The majority of manufacturers of AWGs, which rely on dehumidifying, are located in China. Almost every U.S. based AWG brand is also supplied by manufacturers in China.

By contrast, EAWD uses a proven German technology for condensate water from the air based on A/C technology.  We believe that this method allows higher, more efficient, sustainable performance and a larger quantity of water generation because of its internal power supply and because it does not require high humidity to function. EAWD has licensed the rights to use this German AWG technology for ninety-nine years; however, thanks to our continued research and development efforts, the Company has designed a new, innovative and more efficient configuration that allows the substantial amount of energy required to operate the equipment to be supplied by the equipment itself. Our EAWD Off-Grid AWG Systems line is different in size from the standard AWG line. Our EAWD Off-Grid AWG Systems are energy self-sufficient and can condense large amounts of water out of the atmosphere and we believe they could be a solution in countries around the world that deal with issues of water scarcity.

Our EAWD Off-Grid AWG System with an internal power supply, works by first “inhaling” large volumes of air, then cooling the air down to the dew point, and finally collecting, filtering, and mineralizing the resulting condensed water. Through this process, pure drinking water is created that meets the quality standards of the World Health Organization (WHO).  In regions with high temperatures and high humidity levels, a single system can generate more than 300,000 liters of water per day. Our EAWD Off-Grid AWG Systems line starts at 2,640 gallons/day and can expand the water supply to one acre-feet/day, which we believe, in effect, is essentially the ability to produce an unlimited supply of water. As a certified vendor of the United Nations (UN) Global Marketplace, EAWD is introducing the EAWD Off-Grid AWG and Power Systems to the UN with the hopes of initially supplying the equipment to large cluster of agencies established in key locations for humanitarian response as well as refugee camps around the world in need of fresh water.

EAWD Off-Grid Water Purification Systems

EAWD also seeks to respond to the growing need for drinking water by proposing a water purification solution utilizing solar, photovoltaic energy and, when applicable, a mini-windmill or other alternate source of renewable energy. The design of the system is ready to be built and delivered on demand.

Generally, drinking water is produced by passing sea water, lake water, river water, or stagnant water through several stages of purification and treatment until it is rendered drinkable in accordance with WHO standards. In the case of sea or stagnant water, we recommend a treatment via reverse osmosis membranes, which permits the retention of dissolved solids and results in obtaining water of drinking quality. If the water being treated emanates from lakes or rivers, we recommend treatment via an ultrafiltration membrane which functions by retaining suspended materials such as colloids, viruses and bacteria. The systems proposed by EAWD are containerized and contain all the equipment necessary to function autonomously, in part due to an automatic cleansing system that can be accessed remotely via satellite or the internet. Moreover, the machines use available renewable energy sources such as solar or wind to function.

EAWD Off-Grid EV Charging Stations

The global electric vehicle market was valued at $162.34 billion in 2019, and is projected to reach $802.81 billion by 2027, registering a CAGR of 22.6%. Asia-Pacific was the highest revenue contributor, accounting for $84.84 billion in 2019, and is estimated to reach $357.81 billion by 2027, with a CAGR of 20.1%. North America is estimated to reach $194.20 billion by 2027, at a significant CAGR of 27.5%. Asia- Pacific and Europe collectively accounted for around 74.8% share in 2019, with the former constituting around 52.3% share. North America and Europe are expected to witness considerable CAGRs of 27.5% and 25.3%, respectively, during the forecast period. The cumulative share of these two segments was 40.1% in 2019, and is anticipated to reach 51.0% by 2027. (Source: Electric Vehicle Fluids Market Global Forecast to 2030 2021 Report from Markets and Markets.)

There is also an increasing consensus among European truck manufacturers and industry stakeholders that battery electric trucks (BETs) will play a dominant role in the decarbonization of the road freight sector. Most truck makers including Daimler, DAF, MAN, Scania and Volvo are now focusing on bringing BETs to the mass market for all vehicle segments, including long-haul, starting from 2024. For this, a network of public high-power and overnight charging points needs to be rolled out across Europe no later than 2024.

Based on our patent-pending Off-Grid Power System, EAWD has developed an innovative design and configuration of off-grid charging stations for BETs and electric vehicles in Germany. Our product is the first off-grid solution available in Europe for charging the BETs and electric passenger vehicles that are currently on the roads of Europe. EAWD plans to establish up to 1,700 charging stations throughout Germany starting with 40 locations scheduled to be deployed in the fourth quarter of 2024.

EAWD Off-Grid Power Systems

Today, batteries for stationary storage have become a commodity, but in order to reduce the duration, complexity and cost of the installation, and to increase its capacity or relocate a system over time as well as to reduce its carbon footprint and environmental impact, we offer a complete Electrical Energy Storage System (EESS) and Energy Management System (EMS) for a wide range of customers and applications, including microgrids and EV fast charging stations. A highly capable energy management system which secures the efficient energy supply and storage of energy. Example: with elements such as software and Battery Management System (BMS) our systems can allow controlled and optimized battery cell management.

This product portfolio includes systems and complete services for solar power generation in the building envelope. A high-quality frameless glass solar panel with a super-matte surface, which secures a high-performance energy source.

In contrast to classic solar systems on the roof, EAWD combines the highest standards of aesthetics with high efficiency energy generation. With these solutions, EAWD supports its customers on their way to CO2 neutrality and the search for alternative renewable energies.

Worldwide Business Relationships

EAWD has commission-based independent agents and distributors strategically placed around the world in Germany, Mexico, United States, India, Canada, Australia, Colombia, Nepal, Kenya, Morocco, and Thailand to promote and sell EAWD’s technology solutions.

We believe that this worldwide presence through our agents and distributors will provide us access to the most important markets in need of water, energy, and energy management solutions.

Current Projects

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) and the current war in Ukraine has also caused significant changes in consumer behavior and purchasing patterns, supply chain routing, the dynamics of current market forces, and government oversight and intervention. As a consequence of the foregoing, the following projects have been delayed; however the Company continues to make progress on their fulfillment:

Germany

The Company has leased 24,000 sq. mi of land in Kassel, Germany, where it is establishing the first large off-grid charging station location for electric trucks and passenger vehicles in Germany and Europe. With enough solar panels installed, each charging station is proposed to generate at least five MWh of solar energy per day and have a total capacity of at least one MWp. More than 2,400 MWh of energy storage capacity will be used in lithium battery systems (LFP), to ensure the continuous use and availability of energy. The system is low voltage AC coupled, which will ensure easy integration and expansion of the system in the future. The different elements of EAWD’s system form a “micro grid” that is isolated and independent from the public power grid. It will have a capacity up to one MW of instant and continuous power. The charging points will be of 300 KW of power, with the capacity to charge two trucks simultaneously of 150 KW each, of course it will also be able to charge any other electric vehicle since it has the most common and standard connections/adapters in Europe.

The Company has completed the manufacture and installation of the first of forty planned solar powered EAWD Off-Grid EV Charging Stations for electric long-haul trucks in Hamburg, Germany. Our charging stations are the first off-grid charging station available for these e-trucks in Europe and the Company plans to contract with companies that own these electric long-haul trucks to provide fleet charging as well as to install them in public places for per-use fees.

A solar powered EAWD Off-Grid AWG System has also been built in Hamburg, Germany and the Company plans to use it to showcase the system’s ability to generate water for large projects throughout Germany where it is expected to produce up to two million gallons of water per day. The Company expects these systems to be operated throughout Germany, the United States of America, Mexico and Latin America.

Mexico


In 2020, our Mexican distributor placed a USD $550,000 initial order for a solar powered EAWD Off-Grid AWG System which was built in Germany and delivered to the customer in accordance with the purchase agreement. The Company is currently negotiating the purchase of three additional units by the same customer. The foregoing description of the purchase contract does not purport to be complete and is qualified in its entirety by reference to the copy of such contract filed as Exhibit 10.4 to this report on Form 10-K.

South Africa

On May 8, 2019, the Company signed a sales contract for the sale of a solar powered EAWD Off-Grid AWG System to a South African customer for a purchase price of $2,800,000. The build out of the equipment began in the fourth quarter of 2019, however because of delays due to COVID-19 and the global supply chain, the expected completion date has been pushed to late 2023. The foregoing description of the purchase contract does not purport to be complete and is qualified in its entirety by reference to the copy of such contract filed as Exhibit 10.3 to this report on Form 10-K. 

Worldwide Business Relationships

EAWD has commission-based independent agents and distributors strategically placed around the world in Germany, Mexico, United States, India, Canada, Australia, Colombia, Nepal, Kenya, Morocco, and Thailand to promote and sell EAWD’s technology solutions.

We believe that this worldwide presence through our agents and distributors will provide us access to the most important markets in need of water, energy, and energy management solutions.

Competition

Regarding the Atmospheric Water Generation Process, we compete by providing innovative systems assembled with state-of-the-art technologies and that contain self-sufficient power supplies, which make them more sustainable and profitable than the traditional solutions. We also set ourselves apart by providing services that are valued by our customers such as reliable sales relationships, product innovations, and responses to changing market/business needs.

The market witnesses the presence of a diversified array of large and small scale manufacturers resulting in a significant level of competition in the global market. The competition in the market, both in the residential and commercial sectors, is projected to grow in intensity and is characterized by the demand for advanced and reliable atmospheric water generator units. Rising demand for industrial-size AWGs, particularly in regions facing water shortages, is expected to create opportunities for new market players such as EAWD through 2027. Moreover, current research that is focused on increasing overall product efficiency in the industry is anticipated to open new avenues for market players over the coming years. According to an atmospheric water generator market size report (published by Grand View Research in 2020), some of the prominent players in the atmospheric water generator (AWG) market include: Akvo Atmospheric Water Systems Pvt. Ltd., Dew Point Manufacturing, Saisons Trade & Industry Private Limited, Water Maker India Pvt. Ltd., Planets Water, Water Technologies International, Inc. (WTII), SkyWater Air Water Machines, Drinkable Air, Hendrx Water, Atlantis Solar, GENAQ Technologies S.L., Air2Water LLC, EcoloBlue, Inc and Watergen. On some level, each of these companies faces the two main industry challenges: carbon footprint and high-power requirement.

As per the report, the global renewable energy industry was accounted for $881.7 billion in 2020, and is expected to reach $1,977.6 billion by 2030, growing at a CAGR of 8.4% from 2021 to 2030. The most popular renewable energy sources currently are: Solar energy. Wind energy. Hydro energy. Tidal energy. Geothermal energy. Biomass energy. As for the sector of electromobility in a base-case scenario, EV-charging demand could reach 23 TWh per year in Germany by 2030 or up to 43 TWh in an accelerated-adoption scenario, an 8 percent increase over current energy demand. This accelerated scenario corresponds to 16 million EVs in Germany by 2030, an increase in line with studies commissioned by the European Union and spurred by its proposed ICE vehicle ban as well as improving engine-efficiency rates. The solar charging has a very small print in the industry and EAWD consider itself as pioneer of Off Grid Charging stations in the eMobility industry, since as today no records could be found about the existence of full off grid charging stations.

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Government Regulation

The manufacturing, processing, testing, packaging, labeling, and advertising of the technologies that we sell may be subject to regulation by one or more U.S. federal agencies, including the Food and Drug Administration, the Federal Trade Commission, the U.S. Department of Agriculture, the Environmental Protection Agency, and by the standards provided by the U.S. Department of Health and Human Services and the World Health Organization for drinking water. Our operations may also be regulated by various agencies of states, localities, and foreign countries in which consumers reside. Currently, the technologies we intend to use in our solutions and our services are not subject to any governmental regulation in the United States although it is possible that the FDA may choose to regulate the quality of water produced from atmospheric water generating machines in the near future.

Since the Company may be subject to a wide range of regulation covering every aspect of our business as mentioned above, we cannot predict the nature of any future U.S. laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative orders, when and if promulgated, would have on the business in the future. Although the regulation of water is less restrictive than that of drugs and food additives, we cannot offer assurance that the current statutory scheme and regulations applicable to water will remain less restrictive. Further, we cannot assure you that, under existing laws and regulations, or if more stringent statutes are enacted, regulations are promulgated, or enforcement policies are adopted, we are or will be in compliance with these new statutes, regulations or enforcement policies without incurring material expenses or adjusting our business strategy. Any laws, regulations, enforcement policies, interpretations or applications applicable to our business could require the reformulation of products, all of which are supplied by third parties, to meet new standards or the recall or discontinuance of certain products not capable of reformulation, additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling or scientific substantiation.

Employees

We presently have only nine employees: Ms. Velazquez, our Chief Executive Officer, Vice-Chairman of the Board of Directors, and a significant stockholder, Mr. Hofmeier, our Chief Technology Officer, Chairman of the Board of Directors, and a significant stockholder, two engineers, two technicians, one accountant assistant, and two assemblers.

Over time, we may be required to hire employees or continue to engage independent contractors in order to execute the projects necessary to grow and develop the business. These decisions will be made by our officers and directors, if and when appropriate. We work with commission-based agents and distributors to promote and sell the Company’s technology solutions. These agents and distributors are independent contractors with whom we have contractual relationships and are compensated solely based on commission.

Legal Proceedings

Due to the nature of the Company's business, the Company may at times be subject to claims and legal actions. The Company accrues liabilities when it is probable that future costs will be incurred, and such costs can be reasonably estimated. Such accruals are based on developments to date and the Company’s estimates of the outcomes of these matters. Other than litigation that may arise in the usual course of business, the Company is currently involved in the following legal proceedings:

EAWD vs Packard and Co-Defendant Nick Norwood - Case number 18-031011 CA-01 Miami-Dade County Circuit Court. The Company is demanding the proof of payment for shares issued in 2008.

EAWD vs Nerve Smart Systems ApS (“Nerve”) Case number BS-15264/2022– The Court of Roskilde, Denmark. On April 2022, the Company filed a claim against Nerve demanding the return of amounts paid by the Company for a Battery Energy Storage System that was never delivered by Nerve to the Company, and therefore Nerve did not meet the requirements and specifications of the contract with the Company. The Company is confident there will be a positive outcome. This matter is not expected to be resolved prior to 2024 due to the long waiting times of the Danish court System.

EAWD vs NPP Niethammer, Posewang & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (“NPP”) – Case number 322 O 159/22 – On November 28, 2022, by court settlement, the legal dispute again NPP was settled. The subject matter of the legal dispute was NPP’s fee claims against the Company in the amount of EUR 45,500, which is approximately $48,160, plus interest. On November 28, 2022, the Company agreed to pay NPP an amount of EUR 22,749, which is approximately $23,214. The costs of the legal dispute were set off against each other in the settlement. There is still an outstanding fee claim against the Company according to an invoice dated January 25, 2023 in the amount of EUR 4,986, which is approximately $5,277.

Reports to Securities Holders

We provide an annual report that includes audited financial information to our shareholders. We make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Exchange Act. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOPERATIONS.

 

The following discussion and analysis of the results of operations and financial condition for the nine months ended September 30, 2015 and 2014 and the fiscal years ended December 31, 2014 and 2013 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Registration Statement. 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.”INTRODUCTORY STATEMENT

 

Overview

The mission of EAWC is to provide sustainable energy systems based on high efficiency and renewable sources as well as smart grid and storage solutions. Through a combination of the AquaTech, EnergyTech and Waste management assisted technologies, we believe it is possible to create a completely self-sufficient energy generation and water production system, which can be used at the same time to meet the potable water requirements as well as the electrical energy needs of communities.

EAWC plans to promote, develop, manufacture and commercialize green technologies. EAWC engages in patented technologies such as: Atmosphere Water Generators (AWGs), CO2-free energy production (Steam Energy Generators), Plasma-assisted gasification & sterilizations systems, Solar-powered Water Purification Systems, as well as solar and wind energy solutions.

12 Month Growth Strategy and Milestones

While a strategic and wisely executed sales marketing campaign is key to expanding our customer base; providing new, cutting-edge, innovative technologies developed and implemented for our clients, will provide a solid platform upon which our operations will continue to grow and deliver long-term success.

Note: The following milestones are based on the company's business development strategy, which will require capital to execute.

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0-3 Months

$500,000

Provided by operations and or equity/debt offering

Establish a bigger office in Miami.

Supplemental technical and admin resources and personnel.

Travel to ongoing projects (Mexico, India & Switzerland)

4-6 Months

$400,000

Provided by operations and or equity/debt offering

Defining technical and engineering requirements to enhance technical services.

Continue marketing of those sectors and industries to which EAWC anticipates providing its Technologies and technical services.

Web site development and promotional events.

Travel to relevant industry association events and trade shows.

7-12 Months

$2,500,000

Provided by operations and or equity/debt offering

Discussions with interested companies (Green Tech development institutions, companies and manufacturers) to begin establishing joint research and development projects.

Acquisition of new equipment to increase the company's core capabilities and to enable it to provide its clients with value added technical contract.

New clients will be brought in along with a growing staff to accommodate the growing demand accordingly.

R&D institutions will then be approached for larger possible joint ventures which will see a separate revenue income.

We therefore EAWC expect to incur the above costs in the next 12 months in connection with our ongoing business operations. We expect to generate income from the sales of our Distributors as identified bellow. We also will most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.

Revenue Generation:

●A sales contract with our Mexican distributor (an affiliate) for a Waste to Energy Plant to be delivered in Chiapas, Mexico has been signed. We believe the project could generate revenue of up to US$4,800,000 given the performance milestones stipulated in the contract, that revenue could be recognized over the first and second quarters of 2016.
●Another Proposal for a Waste to Energy Plant in Ciudad Juarez Chihuahua, Mexico has been provided to our Mexican distributor (an affiliate) to proceed with the feasibility study. Upon completion of this study we believe that a sales contract when signed, could generate revenue up to US$3,300,000.  We forecast that revenue to be recognized by the end of the third quarter of 2016.
●A sales proposal for a Waste to Energy Plant in Kenya has been provided to The Client and a sales contract has been prepared for execution. If executed, this sale has the potential to generate revenue of approximately US$7,900,000 through the end of the second quarter of 2016.
●Other proposals that we have submitted are the subject of current negotiations.

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Critical Accounting Policies and Estimates

Our consolidated financial statements included elsewhere in this prospectus are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the following critical accounting policies involve a greater degree of judgment and complexity than our other accounting policies. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Use of Estimates

The preparation of consolidated 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 consolidated financial statements include estimates relating to the determination of impairment of assets, the useful life of property and equipment, the determination of the fair value of stock-based payments, and the recoverability of deferred income tax assets.

Income taxes

We record our provision for income taxes in our consolidated statements of operations by estimating our taxes in each of the jurisdictions in which we operate. We estimate our actual current tax exposure together with assessing temporary differences arising from differing treatment of items recognized for financial reporting versus tax return purposes. These differences result in deferred tax assets, which are included in our consolidated balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in our consolidated statements of operations become deductible expenses under applicable income tax laws, or loss or credit carry forwards are utilized. Valuation allowances are recorded when necessary to reduce deferred tax assets to the amount expected to be realized.

Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We make these estimates and judgments about our future taxable income that are based on assumptions that are consistent with our future plans. As of September 30, 2015, we had recorded a full valuation allowance on our U.S. net deferred tax assets because we expect that it is more likely than not that our deferred tax assets will not be realized in the foreseeable future. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted.

Stock-Based Payments

The Company applies the fair value method of ASC 718, “Share Based Payment” in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock based compensation at the markets price for the Company’s common stock and other pertinent factors at the grant date.

The Company accounts for transactions in which services are received in exchange for stock based on the fair value of such services received from non-employees, in accordance with ASC 505-50, “Equity Based Payments to Non-employees.”

The Company measures the fair value of the equity instruments issued based on the market price of the Company’s stock at the time services or goods are provided.

Recent Accounting Pronouncements

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

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810)—Amendments to the Consolidation Analysis (“ASU 2015-02”)”, which provides guidance on evaluating whether a reporting entity should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. A reporting entity may apply the amendments using a modified retrospective approach or a full retrospective application. The Company is currently evaluating the impact, if any, that adopting ASU 2015-02 will have on its consolidated financial statements.

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In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (“ASU 2014-09”)”. The core principle of ASU 2014-09 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 in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue-recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance throughout the industry topics of the accounting standards codification. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently evaluating the approach for implementation and the potential impact of adopting this guidance on its consolidated financial statements.

There were various other accounting standards and interpretations issued in 2014, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows.

Results of Operations

The following discussion should be read in conjunction with the consolidatedour audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this Registration Statement. prospectus and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.

 

ComparisonNarrative Description of the fiscal year ended December 31, 2014 and December 31, 2013

Revenue

For the fiscal years 2014 and 2013, we generated no revenue.

General and Administration Expense

General and Administration expense decreased $6,546,198 (84.7%) to $1,185,318 for the year ended December 31, 2014 from $7,731,516 for the year ended December 31, 2013.  This decrease was attributable to the following:

There were decreases in the following items:

●$6,000,000 ($550,000 for amortization of intangibles and $5,450,000 for impairment loss) decrease associated with an exclusive Technology Transfer Agreement and License Agreement with Swiss Water Tech Research & Development S.A (SWATE) entered into on February 1, 2013, wherein the Company was required to pay a non-refundable initial license fee of $6 million in exchange for the use of newly developed systems, concepts and license of patent and trademark. The Company satisfied the required payment through the issuance of 6 million shares of its common stock, valued at $1.00 per share. The value of the licensed technology rights acquired was recorded as an intangible asset and scheduled for amortization over the ten-year life of the Technology Transfer and License Agreement. During 2013, the Company amortized $550,000. On December 31, 2013 the Company evaluated the unamortized asset for impairment and determined that due to its inability to secure revenue generating commercial contracts, the recoverability of this asset in future periods was doubtful. Accordingly, the Company fully impaired the remaining unamortized value of the licensed technology rights of $5,450,000.
●$542,020 (100.0%) for royalty fees as a result of an agreement by SWATE to suspend fees for 2014 and 2015.
●$47,304 (20.1%) for professional fees as a result of several agreements to produce technical tools for /of the technologies.
●$25,437 (69.0%) for advertising and other selling and marketing activities as a result of agreements to participating in Green Tech Fares, and Developing Multimedia advocacy tools.
●$60,200 (39.8%) for other general and administrative expenses.

Which were partially offset by increase in the following items:

●$35,000 (9.1%) for management fees as a result of contractual increases,
●$80,758 (100.0%) for bad debt as a result of collection uncertainties associated with advances related to the Mexican project,
●$3,006 (6.2%) for travel and entertainment expenses, which is considered negligible, and
●$10,000 (100.0%) for research and development expenses as a result of the Waste to Energy concept further development.

Interest Expense and other expenses

Interest expense and other expenses increased $2,747 (51.9%) to $8,096 for the year ended December 31, 2014 from $5,349 for the year ended December 31, 2013, which is considered negligible.

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Net loss

Net Loss decreased $6,543,451 (84.7%) to $1,193,414 for the year ended December 31, 2014 from $7,736,865 for the year ended December 31, 2013.  This decrease was attributable to the decrease in general and administrative expenses, as discussed above.

Liquidity and Capital ResourcesBusiness

 

We had cashare an engineering services company formed as an outsourcing green tech platform, focused on sustainable water and cash equivalentsenergy solutions.

Addressing challenges post-COVID-19 and current war in Ukraine.

COVID-19 is an incomparable global public health emergency that has affected almost every industry and has caused the worst global economic contraction of $0the past 80 years (IMF). The concerted 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 working capital deficitdemand, purchasing patterns, re-routing of $2,061,033the 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 predicted, 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 treat its impact, among others. COVID-19 and the war in Ukraine could also continue to result in social, economic and labor instability in the countries in which we or our customers and suppliers operate.

If workers at December 31, 2014. Our operatingone or more of our offices or the offices of our suppliers or manufacturers become ill or are quarantined and capital requirements in connection with supportingeither or both events are therefore unable to work, our operations will continuecould 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 significantrequired to us. Since inception,reduce production levels, either of which may negatively affect our losses from operations and working capital requirement were satisfied through the deferralfinancial condition or results of payment for services performed by our founders and related party’s discussed more fully below.operations.

 

We have sustained operational losses sinceIn light of these challenges, the Company is focusing its efforts on supporting key areas of our inception. At December 31, 2014, we had an accumulated deficit of $12,359,323. The Company cannot predict how long itbusiness that will continuehelp us to incur further losses or whether it will ever become profitablestabilize 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 this is dependent upon the reduction of certain expenses, success in obtaining project contracts among other things. These conditions raise substantial doubt about the entity’s ability to continuewell as a going concern.strategy and brand.

 

We also satisfied our cash and working capital requirements in 2014 and 2013, primarily through the sale of common stock.

The estimated cash requirement for the next 12 months is as follows:

$570,000 – Officers’ salaries (includes partial payment of prior accrued balance)

$440,000 – Staff salaries (new staff)

$710,000 – For license and management fees (includes partial payment of prior accrued balance)

$690,000 – For G&A expenses

$  50,000 – For prior balances owed

$540,000 – Increased working capital

Cash Flows for the Year Ended December 31, 2014

Cash Flows from Operating Activities

Operating activities used net cash for the year ended December 31, 2014 of $506,285. Our net loss, when adjusted by various items which impact net loss but do not impact cash during the period, such as issuance of warrants or stock for services and for depreciation and amortization, resulted in a net loss adjusted by noncash items of $939,460 which was partially offset by changes in operating assets and liabilities which provided cash of $433,175 as follows:

●$96 provided by a decrease in prepaid expenses, which is considered negligible,
●$144,638 provided by increased accounts payable and accrued expenses as a result of increased outstanding vendor balances,
●$8,158 provided by affiliates increased in outstanding balances, which is considered negligible, and
●$280,283 provided by officers as a result of deferred compensation payments.43 

Cash Flows used in Investing Activities

Our investing activities used $80,958 in net cash during the year ended December 31, 2014 as a result of advances related to the Mexican project.

Cash Flows from Financing Activities

Our financing activities provided $579,125 in net cash as a result of the following:

●$26,750 provided by advances under stock subscriptions,
●$5,000 used to repurchase common shares, and
●$557,375 provided from the sale of common stock.

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Financial Position

Total Assets – Our total assets decreased $23,211 or 35.1% from $66,154 as of December 31, 2013 to $42,943 as of December 31, 2014. $4,996 of the decrease is the result of depreciation of fixed assets. $10,000 of the decrease is the result of amortization of other assets. The remaining decrease is associated with current assets and is discussed as follows.

Current Assets – The net decrease in current assets of $8,215 was primarily associated with a decrease in cash of $8,118 as a result of the net use of cash for operational activities and a $97 decrease in prepaid expenses and other current assets, which is negligible.

Material Commitments

Technology Transfer and License Agreement with SWATE

Effective February 1, 2013, the Company entered into a ten year Technology Transfer and License Agreement with SWATE. In accordance with the Technology Transfer and License Agreement, if the Company generates revenue as a result of the products and licenses related to the agreement, the Company is to pay SWATE an annual fee stipulated in the agreement plus 5% of revenue generated. If revenue is not generated, future minimum royalty fees are as follows: during the first year: $542,000; during the second year: $1,000,000; and during the third and succeeding years: $2,000,000. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

Employment Agreements

The Company 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 Company will 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.  The Employment Agreements each has initial terms of ten (10) years and is automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew.  

Related Party Transactions

Due to officers

Amounts due to officers as of December 31, 2014 and 2013 are comprised of the following:

  2014  2013 
Ralph Hofmeier:      
Unsecured advances due to officer $24,161  $40,280 
Accrued salaries  425,000   275,000 
Total due to Ralph Hofmeier  449,161   315,280 
Irma Velazquez:        
Unsecured advances due to officer  40,109   43,707 
Accrued salaries  425,000   275,000 
Total due to Irma Velazquez  465,109   318,707 
  $914,270  $633,987 

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

Accrued salaries represent amounts accrued in accordance with the employment agreements for the Company’s Chief Executive Officer and Chief Operating Officer.

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Due to affiliate

Due to affiliate is comprised of the following as of December 31, 2014 and 2013:

  2014  2013 
Swiss Water Tech Research and Development, S.A.:      
Royalty fees under Technology Transfer and License Agreement $-  $136,278 
International Service Contract fees  529,436   385,000 
  $529,436  $521,278 

Effective February 1, 2013, and as amended on June 29, 2015, the Company entered into an exclusive Technology Transfer Agreement and License Agreement (the “Technology Transfer and License Agreement”) for a period of ten years with Swiss Water Tech Research & Development S.A. (SWATE), an entity owned and controlled by the Company’s Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: (a) will transfer to the Company the license to manufacture products developed by SWATE; (b) all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and (c) will grant the Company the use of certain related trademarks. If the Company generates revenue as a result of the products and licenses related to the Technology Transfer and License Agreement, the Company is to pay to SWATE a minimum annual royalty fee stipulated in the agreement plus five percent of revenue generated. Since the Company has not generated revenues, during 2013 the Company accrued the minimum fee of approximately $542,000 in accordance with the terms of the agreement. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

As part of the exclusive Technology Transfer and License Agreement, on February 1, 2013, the Company was required to pay a non-refundable front-end fee of $6 million in exchange for the use of newly developed systems, concepts and license of patent and trademark. The Company satisfied the required payment through the issuance of 6 million shares of its common stock, valued at $1.00 per share. The value of the licensed technology rights acquired was recorded as an intangible asset and scheduled for amortization over the ten year life of the Technology Transfer and License Agreement. During 2013, the Company recognized amortization expense in the amount of $550,000. On December 31, 2013 the Company evaluated the unamortized asset for impairment and determined that due to its inability to secure revenue generating commercial contracts, the recoverability of this asset in future periods was doubtful. Accordingly, the Company fully impaired the remaining unamortized value of the front-end fee of $5,450,000.

Effective February 1, 2013, the Company also entered into an International Service Contract with SWATE (the “SWATE Service Contract”). Under this agreement, SWATE will provide operations management, engineering and technical services to the Company. The SWATE Service Contract has a term of five years, and provides for a monthly service fee of $35,000, plus out-of-pocket expenses. During 2014 and 2013, the Company has accrued $420,000 and $385,000, respectively, pursuant to this agreement.

On April 1, 2013, the Company signed an agreement with SWATE, which authorizes SWATE to collect on behalf of the Company, payments made by investors on sales of Company stock. According to the agreement, the proceeds collected by SWATE can be used by SWATE to pay down amounts due from the Company for royalties and or service fees pursuant to the above agreements. During the years ended December 31, 2014 and 2013, SWATE collected and applied against amounts due from the Company approximately $120,400 and $305,600 respectively from amounts received from investors. 

SWATE is a Swiss research and development company with access to patent and certain scientific and technical resources. As a result of the above agreements, the Company has a variable implicit interest in SWATE, however it is not its primary beneficiary, does not provide any explicit or implied financial support and therefore does not consolidate SWATE’s financial statements in its consolidated financial statements.

Due from affiliate

During 2014, the Company advanced funds to its affiliate, EAWC Tecnologias Verdes, S.A. The amounts advanced of $80,758, including interest, have been offset by an allowance for doubtful collection since the affiliate does not currently have the ability to generate revenues or repay the Company.

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Going Concern Qualification

We have incurred significant losses and cash used in operations, and such losses and use of cash are expected to continue. Our Independent Registered Public Accounting Firm has included a "Going Concern Qualification" in their report for the fiscal years ended December 31, 2014 and 2013.  In addition, we have negative working capital. The foregoing raises substantial doubt about our ability to continue as a going concern. Management's plans include seeking additional capital or debt financing. There is no guarantee that additional capital or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to us. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  The "Going Concern Qualification" might make it substantially more difficult to raise capital.

Results of Operations

Results of Operations for the Year ended December 31, 2022 Compared to the year ended December 31, 2021

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

  For the Years Ended
  December 31,
  2022 2021
     
REVENUE        
Revenue $—    $550,000 
TOTAL REVENUE  —     550,000 
         
COST OF EQUIPMENT SOLD        
Cost of equipment sold  —     350,000 
TOTAL COST OF EQUIPMENT SOLD  —     350,000 
         
GROSS PROFIT  —     200,000 
         
GENERAL and ADMINISTRATIVE EXPENSES        
Professional fees  494,926   416,989 
Officers’ salaries and payroll taxes  479,933   300,732 
Marketing fees  226,975   174,892 
Travel and entertainment  42,696   22,953 
Other general and administrative expenses  666,358   222,229 
TOTAL GENERAL and ADMINISTRATIVE EXPENSES  1,910,888   1,137,795 
         
LOSS FROM OPERATIONS  (1,910,888)  (937,795)
         
OTHER INCOME (EXPENSE)        
Change in fair value of derivative  234,654   (1,269,266)
Other expense  (93,732)  —   
Interest expense  (172,614)  (830,405)
TOTAL OTHER INCOME (EXPENSE)  (31,692)  (2,099,671)
         
NET LOSS $(1,942,580) $(3,037,466)

Revenue

During the year ended December 31, 2022 we generated no revenue. For the fiscal year 2021, the Company recognized $550,000 of revenue that was previously deferred in 2020, pending the inspection of equipment pursuant to a sales agreement.

Cost of equipment sold

No costs were recognized in fiscal year 2022. The equipment sold was manufactured by third-party fabricators in accordance with EAWD’s specifications at a cost to EAWD of $350,000, which was recognized along with the revenue during the year ended December 31, 2021.

Gross profit

The Company had no gross profit for the year ended December 31, 2022. EAWD recognized a gross profit of $200,000 from the sale of equipment as discussed above for the year ended December 31, 2021, upon recognition of revenue.

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The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Registration Statement. 

Comparison of the nine months ended September 30, 2015 and September 30, 2014

Revenue

For the nine months ended September 30, 2015 and 2014, we generated no revenue, as the Company was primarily engaged in research and development efforts during this period. In addition, we were completing the registration and testing of our combination of technologies and arranging customer-financing packages to facilitate the commercialization and purchase of our product.

General and AdministrationAdministrative Expense

 

General and Administrationadministrative expense increased $988,627 (107.9%)by $773,093 or 67.9% to $1,904,526$1,910,888 for the nine monthsyear ended September 30, 2015December 31, 2022 from $915,899$1,137,795 for the nine monthsyear ended September 30, 2014.  This increase was attributable toDecember 31, 2021. The following discussion provides further explanation of the following:change in each item.

 

There were increasesThe largest element of change was an increase in the following items:

●$900,000 Expense as compensation to our COO through the issuance of 9 Million shares of common stock.

●$171,960 (112.2%) for professional fees as a result of increased financial consulting expenses associated with additional performance contracts for investor presentations and financial consulting along with additional accounting and auditing services.

Which were partially offsetother general and administrative expense by decreases in the following items:

●$26,593 (58.0%) for travel and entertainment expenses due to timing of business needs,
●$4,881 (51.2%) for advertising and marketing expenses which is considered a negligible amount, and
●$44,573 (56.3%) for other general and administrative expenses, primarily as a result of a $42,000 non-recurring claim settlement in 2014, which was partially offset by a $6,000 increase in office expenses in 2015.

Interest Expense/Income

Interest expense decreased $5,763 (111.0%)$444,129 or 199.9% to $569 income$666,358 as compared to $222,229 for the nine monthsyear ended September 30, 2015 from $5,194December 31, 2021 which includes stock-based compensation expense forof $80,000. Additionally, the nine months ended September 30, 2014, which is considered a negligible amount.

Net loss

Net Loss increased $982,864 (106.7%) to $1,903,957 for the nine months ended September 30, 2015 from $921,093 for the nine months ended September 30, 2014.  This decrease is considered nominal overall but was attributable to the decreaseincrease in general and administrative expenses was due to an increase in officer’s salaries and payroll taxes by $179,201 as new employee contracts were signed in 2022 increasing salary and an increase in professional fees of $77,937 as a result of higher accounting fees, litigation fees, legal fees and SEC matters.

Other Expense

Other expense decreased expense by $2,067,979 from a $2,099,671 net expense (2021) to a $31,692 net expense (2022) primarily as a result of a reduction of interest expense of $657,791 as a result of reduced interest and amortization of debt discount and a decrease in change in fair value of derivatives of $1,503,920, offset by an increase in other expense by $93,732.

Net Loss

Net loss decreased by $1,094,886 to $1,942,580 for the year ended December 31, 2022, when compared to $3,037,466 for the year ended December 31, 2021 due to the reasons discussed above.

 

Liquidity and Capital Resources

 

We had cash of $40,886 and cash equivalents of $12,461 anda working capital deficit of $1,765,566$740,698 at September 30, 2015.December 31, 2022. Our operating and capital requirements in connection with supporting our operations will continue to be significant to us.significant. Since inception, our losses from operations and working capital requirement wererequirements have been satisfied through the deferral of payment for services performed by our founders and related party’sparties discussed more fully below.

 

We have sustained operationaloperating losses since we began our inception.operations in 2012. At September 30, 2015,December 31, 2022, we had an accumulated deficit of $14,263,280.$24,337,973. 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 project contracts, among other things. These conditions raise substantial doubt about the entity’s ability to continue as a going concern.

 

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Historically, weWe have satisfied our cash and working capital requirements in 2015 and 2014, primarilyfor the year ended December 31, 2022, through the sale of our common stock, however, in July 2015, our exclusive Mexican distributor EAWC Tecnologias Verdes SA de CV., engaged in a project to create a prototype Waste to Energy prototype plant (12Mw/h Power Generation Plant in the State of Chiapas. Mexico The project is in its final stage of obtaining the necessary financing. Once completed, the prototype plant will be used to demonstrate the technology in an effort to sell additional projects and to generate positive cash flow from sale of generated electricity.stock.

 

Comparison of Cash Flows for the Nine MonthsYears Ended September 30, 2015December 31, 2022 and December 31, 2021

  For the Year Ended
December 31,
  2022 2021
Net cash used in operating activities $(1,618,916) $(1,556,268)
Net cash used in investing activities  (196,018)  (4,299)
Net cash provided by financing activities  1,280,001   2,162,208 
Effect of exchange rate changes on cash  (13,849)  (24,020)
Net (decrease) increase in cash $(548,782) $577,621 

 

Cash Flows from Operating Activities

 

OperatingWe used $1,618,916 of cash in our operating activities in 2022 compared to $1,556,268 used net cash for the nine months ended September 30, 2015in 2021. Cash used of $281,088. Our net loss, when adjusted by various items which impact net loss but do not impact cash during the period, such as issuance of warrants or stock for services and for depreciation and amortization, resulted in$1,618,916 includes a net loss adjusted by noncash items of $782,362 which was partially$1,942,580, offset by changesnon-cash expenses of $308,585 principally related to amortization of debt discount and deferred financing costs of $93,986, stock issued as a commitment fee of $80,000, depreciation expense of $18,252, change in operatingfair value of derivative liability of $234,654, foreign currency loss of $76,737, and common stock issued for services of $268,099, as well as cash used in working capital items in the amount of $15,079 principally related to an increase in inventory of $273,274 and a decrease in due to related party of $97,341, offset by an increase in due to officers of $199,986, a decrease in prepaid expenses and other current assets of $90,524, a decrease in accounts receivable of $2,260, and liabilities which provided cashan increase in accounts payable and accrued expenses of $501,274 as follows:$92,924.

 

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 ●$900,000 in compensation awarded resulting from the issuance of 9 Million shares of restricted common stock valued at $ 0.10 per share,
●$3,151 used by an increase in prepaid expenses, as a result of expensing a service agreement,
●$81,923 provided by increased accounts payable and accrued expenses as a result of increased outstanding vendor balances,
●$211,594 provided by affiliates increased in outstanding balances, and
●$210,908 provided by officers as a result of deferred compensation payments.

 

Cash Flows used infrom Investing Activities

Our investing activitiesWe used $56,134 in net$196,018 and $4,299 of cash to purchase property and equipment for advances to affiliates.the year ended December 31, 2022 and 2021, respectively.

 

Cash Flows from Financing Activities

 

OurWe received $1,280,001 and $2,162,208 in cash from financing activities provided $349,683 in net cash as a result2022 and 2021, respectively. Cash flow from financing activities of $1,280,001 is primarily due to increased financing in 2022 through $1,252,001 in proceeds from the following:sale of shares and subscriptions to purchase common shares and $178,000 in proceeds from convertible loans payable, offset by repayments of convertible loans payable in the amount of $150,000.

●$42,000 provided by advances under stock subscriptions, and
●$307,683 provided by the sale of common stock.

 

Financial Position

 

Total Assets– OurAt December 31, 2022, the Company had $1,174,295 total assets increased $131,661 representing $40,886 in cash, $52,761 in accounts receivable, $457,646 in inventory, $315,222 in prepaid expenses and other current assets, $245,667 in property and equipment, and $62,113 in operating lease right-of-use assets.

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PLAN OF OPERATION AND FUNDING

We expect to generate more revenues which should, grow in time and lead to a positive cash flow. In the near future, we expect that working capital requirements will continue to be funded through lines of credit, convertible loans and/or 306.6%further issuances of other securities in sufficient quantities that we will be able to meet our working capital requirement from $42,943 asthese possible sources. Additional issuances of December 31, 2014equity or convertible debt will result in dilution to $174,604 as of September 30, 2015. As partour current shareholders.

We seek to focus on three main aspects of the overall increasewater and energy business: (1) generation, (2) supply, and (3) maintenance. We seek to assist private companies, government entities and NGO’s to build profitable and sustainable supplies/generation capabilities of water and energy as required, by selling them the required technology or technical service to enhance their productivity/operability. With its outsourced technical arm and its commission-based global network of vendors, the Company expects to create sustainable added value to each project it takes on while generating revenue from the sale of EAWD Off-Grid AWG Systems, EAWD Off-Grid EV Charging Stations, EAWD Off-Grid Power Systems, and EAWD Off-Grid Water Purification Systems, royalties from the commercialization of energy and water in total assets,certain cases, and the licensing of our innovated technologies; as well as from its engineering, technical consulting, and project management services.

 

●fixed assets decreased $3,951 as a result of depreciation,

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

 

●other assets decreased $7,500 as a result of amortization, and

The Company plans to generate revenue from the sale of EAWD Off-Grid AWG Systems, EAWD Off-Grid EV Charging Stations, EAWD Off-Grid Power Systems, and EAWD Off-Grid Water Purification Systems, royalties from the commercialization of energy and water in certain cases, and the licensing of our innovated technologies, as well as from its engineering, technical consulting, and project management services. 

 

●the remaining increase of $143,112 is associated with current assets and is discussed as follows.

MATERIAL COMMITMENTS

 

Current Assets – The net increase in current assets of $143,112 was primarily associated with the full prepayment in common stock issued for a $255,000 performance based service agreement, net of amortization along with an increase in cash of $12,461 as a result of the sale of securities and increased available credit from vendors and associates.

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Material Commitments

Technology Transfer and License Agreement with SWATE

Effective February 1, 2013, the Company entered into a ten year Technology Transfer and License Agreement with SWATE. In accordance with the Technology Transfer and License Agreement, if the Company generates revenue as a result of the products and licenses related to the agreement, the Company is to pay SWATE an annual fee stipulated in the agreement plus 5% of revenue generated. If revenue is not generated, future minimum royalty fees are as follows: during the first year: $542,000; during the second year: $1,000,000; and during the third and succeeding years: $2,000,000. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

Employment Agreements

 

The Company entered into employment agreements with each of Irma Velazquez, its Chief Executive Officer Mr.and Vice Chairman of the Board, and Ralph Hofmeier, its Chairman of the Board and its Chief OperatingTechnology Officer, Ms. Irma Velazquez (collectivelyeffective August 4, 2022 (together, the “Employment“Executive Employment Agreements”), effective January 1, 2012.. Under the Executive Employment Agreements, the Company willagreed to pay each of Ms. Velazquez and Mr. Hofmeier and Ms. Velazquez an annual base salary of $125,000 during€200,000, which is approximately $210,000, per year with discretionary cash and equity bonuses available based on the first year and $150,000 duringBoard’s assessment of the second year and forward.executive’s performance against applicable performance objectives as well as Company performance. Any increase to the annual base salary after the second year is subject to approval by the Company’s Board of Directors. The foregoing descriptions of the Executive Employment Agreements each has initial terms of ten (10) yearsdoes not purport to be complete and is automatically renewed for successive one-year terms unless either party delivers timely noticequalified in its entirety by reference to the copy of its intention noteach agreement filed as Exhibits10.2 and 10.3 to renew.  this registration statement.

 

Related Party Transactions

Due to officers

Amounts due to officers as of September 30, 2015 and December 31, 2014 are comprised of the following:

  2015  2014 
Ralph Hofmeier:      
Unsecured advances due to officer $8,411  $24,161 
Accrued salaries  537,500   425,000 
Total due to Ralph Hofmeier  545,911   449,161 
Irma Velazquez:        
Unsecured advances due to officer  41,767   40,109 
Accrued salaries  537,500   425,000 
Total due to Irma Velazquez  579,267   465,109 
  $1,125,178  $914,270 

Unsecured advances due to officers represent unreimbursed Company expenses paid by the officers on behalf of the Company, ended September 30, 2015, the Company made unsecured advances to Ralph Hofmeier and Irma Velazquez of $0 and $545,780, respectively and received repayments of $ 12,350 and $48,621 respectively. These net advances are non-interest bearing and are due on demand.

Accrued salaries represent amounts accrued in accordance with the employment agreements for the Company’s Chief Executive Officer and Chief Operating Officer.

In addition to the direct unsecured advances and accrued salaries due to officers, the Company’s officers are also the primary beneficiaries of transactions due to and from affiliates as discussed further below.

Due to affiliate

Due to affiliate is comprised of the following as of September 30, 2015 and December 31, 2014:

  2015  2014 
Swiss Water Tech Research and Development, S.A.        
Royalty fees under Technology Transfer and License Agreement $-  $- 
International Service Contract fees  192,000   529,436 
  $192,000  $529,436 

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Effective February 1, 2013, and as amended on June 29, 2015, the Company entered into an exclusive Technology Transfer Agreement and License Agreement (the “Technology Transfer and License Agreement”) for a period of ten years with Swiss Water Tech Research & Development S.A. (SWATE), an entity owned and controlled by the Company’s Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: (a) will transfer to the Company the license to manufacture products developed by SWATE; (b) all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and (c) will grant the Company the use of certain related trademarks. If the Company generates revenue as a result of the products and licenses related to the Technology Transfer and License Agreement, the Company is to pay to SWATE a minimum annual royalty fee stipulated in the agreement plus five percent of revenue generated. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

Effective February 1, 2013, theThe Company also entered into an International Service Contractemployment agreement with SWATE (the “SWATE Service Contract”). Under this agreement, SWATE will provide operations management, engineering and technical services4 other employees, effective during the 3rd quarter of 2021.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

GOING CONCERN

The next operational step to accomplish is to achieve sufficient sales volume to yield positive net income. Due to the Company. The SWATE Service Contract has a termtiming of five years, and provides for a monthly service fee of $35,000, plus out-of-pocket expenses. During the nine months ended September 30, 2015 and 2014,project build out, the Company accrued $315,000 and $315,000, respectively.

On April 1, 2013, the Company signed an agreement with SWATE, which authorizes SWATE to collect on behalf of the Company, payments made by investors on sales of Company stock. According to the agreement, the proceeds collected by SWATE can be used by SWATE to pay down amounts due from the Company for royalties and or service fees pursuant to the above agreements.has incurred operating losses since it began operations (December 2012) totaling $24,337,973 at December 31, 2022. During the nine months ended September 30, 2015 and the year ended year ended December 31, 2014, SWATE collected2022, the Corporation incurred net losses of $1,942,580. The Company also had a working capital deficit of $740,698 at December 31, 2022.

The 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 applied against amounts dueamount 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 is working to conclude the sales in Germany and in other regions of the world relating to the previously approved proposals, which would bring a growing revenue. Managements plans to expand the sales operations by greater market penetration of the agricultural, industrial and community development markets with its innovative water and energy generation solution. Management also plans to raise additional funds through the issuance of equity securities, from deposits related to customer purchase orders, and, if necessary, loans from management and third-party lenders. Management also plans to reduce expenses by centralizing the assembly, logistics and administrative operations of the Company approximately $0into a larger, self-sufficient, off-grid location that will be able to house the storage of supplies and $120,400 respectively from amounts received from investors.inventory, as well as provide space for assembly and administrative operations. The Company is also planning to acquire its own electric vehicles to reduce its supply transportation costs.

 

SWATE is a Swiss research and development company with access to patents and certain scientific and technical resources. As a resultThe ability of the above agreements,Company to continue as a going concern depends upon its ability to generate sales or obtain additional funding to finance operating losses until the Company has a variable implicit interestCorporation is profitable.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are set forth in SWATE, however it is not its primary beneficiary, does not provide any explicit or implicit financial support and therefore does not consolidate SWATE’s financial statements in its condensedNote 2 to the consolidated financial statements.

 

Due from affiliate

During the nine months ended September 30, 2015 and the year ended December 31, 2014, the Company advanced funds to its affiliate, EAWC Tecnologias Verdes, S.A de C V, an entity owned and controlled by the Company’s Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. The amounts advanced of $56,134 and $80,758, respectively, have been offset by an allowance for doubtful collection since the affiliate does not currently have the ability to generate revenues or repay the Company. However, in July 2015, the Mexican exclusive distributor EAWC Tecnologias Verdes SA de CV., engaged in a project to create a prototype Waste to Energy prototype plant (12Mw/h Power Generation Plant in the State of Chiapas in Mexico. The project is in a final stage of obtaining the necessary financing. Once completed, the prototype plant will be used to demonstrate the technology in an effort to sell additional projects and to generate positive cash flow from sale of generated electricity.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

Changes In and Disagreements with AccountantsWe do not expect the adoption of recently issued accounting pronouncements as discussed in Note 3 to have a significant impact on Accounting and Financial Disclosureour results of operations, financial position or cash flow.

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MANAGEMENT AND BOARD OF DIRECTORS

 

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our directors,The following table lists, as of the date of this prospectus, the names, ages and positions of the individuals who serve as executive officers and key employees are listed below. The numberdirectors of directors is determined by our board of directors. All directors hold office until the next annual meeting of the board or until their successors have been duly elected and qualified. Officers are elected by the board of directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the board of directors.EAWD:

 

Name Age Principal Positions Withwith Us
Ms. Irma Velazquez54Chief Executive Officer, Secretary, and Vice-Chairman of the Board of Directors
Mr. Ralph Hofmeier 5459 Chief ExecutiveTechnology Officer, and Chairman of the Board of Directors
Ms. Irma VelazquezMr. Amedeo Montonati 4930 Chief OperatingFinancial Officer and Vice-Chairman of the Board of Directors

 

Set forth below is a brief description of the background and business experience of our directors, our director nominees, and executive officer for the past five years.officers.

 

Mr. Ralph Hofmeier, 54, has a Mechanical engineering background, during the past five years, He has worked in companies such as Powermax Energy & Business Solutions Inc; where from 2003 to 2008 performed the position of President of the Incorporation. Further merger of the company with Eurosport Active World Corp; from 2008 to up today he has performed the role of Chief Executive Officer of Eurosport Active World Cop. Mr. Hofmeier speaks German and English.

Over the last 20 years, Mr. Hofmeier has established and developed several multinational companies in green tech distribution and commercialization. With solid track record of investment and financial joint ventures, Mr. Hofmeier brings a clear vision of Business development, Investor relations and joint ventures to the Company. His vast multicultural experience throughout the European and the American Continents provides EAWC with a strong homologation of synergies and a solid portfolio of green technologies.

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Ms. Irma Velazquez 49, brings to the Company her certified expertise of sustainable development and emerging technologies, along with her extensive experience and managerial skills on large-scale project management. Ms. Velazquez workworked from 1997 to 2010 in United Nations performingagencies such as the World Health Organization, Farmaciens Sans Frontieres, Red Cross and Crescent Societies (IFRC) where she served in the positions of Information Technology Manager, Sustainable Development Manager and Programme Manager, leading the strategic development and execution of corporate vision for operations, communications, and marketing. From 2010 to 2012 worked for the International Federation of the Red Cross and Crescent Societies (IFRC)marketing, as well as a Disaster & Crisis Management Coordinator, where Sheshe demonstrated the ability to govern complex programs and organizations, which drove development and implementation of business plans, operational structures, processes, and procedures. From 2012 to up todayAugust 2022, Ms. Velazquez has performed the role ofacted as Chief Operations Officer and Vice-Chairman of Eurosport Active World Corp.the Board of Directors of EAWD. She has a solid track recordis currently the Chief Executive Officer and Vice Chairman of driving improvements in finance, operations, and HR processes, resulting in greater efficiency and cost control.the Board of Directors. Ms. Velazquez withhas a Master in Sciences is an expertfrom the Erasmus University of Rotterdamand has experience in diplomatic negotiations and proven experience on building positive relationships with government entities, agencies, and private sector partners. Ms. Velazquez speaks French, English and Spanish.

 

Mr. Ralph Hofmeier has a mechanical engineering background. He has worked in companies such as Powermax Energy & Business Solutions Inc., where from 2003 to 2008 he served as President. From the merger of that company with EAWD in 2008 until August 2022, he served as President, Chief Executive Officer and Chairman of the Board of Directors of EAWD. He is currently the Chief Technology Officer and remains the Chairman of the Board of Directors. Mr. Hofmeier speaks German and English.

Over the last 20 years, Mr. Hofmeier has established and developed several multinational companies in green tech distribution and commercialization, such as Powermax LLC, Powermax Inc and Powermax GmbH. With a solid track record of investment and financial joint ventures and his prior multicultural experience throughout the European and American markets, we believe that Mr. Hofmeier brings our Board and our Company a clear vision of business development, investor relations and joint ventures.

Mr. Amedeo Montonati has recently joined the Company as Chief Financial Officer. Prior to taking this position, Mr. Montonati was a Senior Administrative Consultant at Hawksford Group in Hong Kong from 2018 to 2021 and since then has served as an associate director at AOGB Professional Services Group and as Interim CFO at Brera Holdings PLC. Mr. Montonati holds an MBA from University of South Australia, Hong Kong.

Family Relationships

 

Mr. Hofmeier and Ms. Velazquez are married.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, none of our directors or officers, during the past ten years:years has:

 

 ●·

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 ·
●

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which hethe person was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 ·
●

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, histhe person's involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to bebeen associated with persons engaged in any such activity;

 ·
●

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

 ·
●

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 
●·been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,”this prospectus, to the Company’s knowledge, none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

 

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Term of Office

 

Our directorsDirectors are appointed for a one-year term to hold office until a successor is elected and qualifiedthe next annual general meeting of our stockholders or until earlier of resignation, removalremoved from office or deathin accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board of Directors.

 

Committees of the Board Committeesof Directors

 

Our Board of Directors currently has no separate committees, and our Boardboard of Directorsdirectors acts as the audit committee and the compensation committee. The functions of those committees are being undertaken by our Board because we do not currently have any independent directors and our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance. We do not have yet, an audit committee financial expert serving on our Boardboard of Directors.

Shareholder Communicationsdirectors.

 

Shareholder Communications

Although we do not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at 2000 Ponce de Leon Blvd., 6th Floor, Miami,7901 4th Street N STE #4174, St Petersburg, Florida, 33134,33702 Attention: Corporate Secretary or by facsimile (305) 443-6624.  email to investor.relations@energy-water.com.

Shareholders who would like their submission directed to a member of the Boardboard may so specify, and the communication will be forwarded, as appropriate.

50 

Oversight of Risk Management

 

EXECUTIVE COMPENSATIONRisk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic risks, financial risks, legal and regulatory risks and others, such as the impact of competition. Management is responsible for the day-to-day management of the risks that we face, while our Board has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors is responsible for satisfying itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board of Directors assesses major risks facing our Company and options for their mitigation in order to promote our stockholders’ interests in the long-term health of our Company and our overall success and financial strength. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us. The involvement of our full Board of Directors in the risk oversight process allows our Board of Directors to assess management’s appetite for risk and also determine what constitutes an appropriate level of risk for our Company. Our Board of Directors regularly includes agenda items at its meetings relating to its risk oversight role and meets with various members of management on a range of topics, including corporate governance and regulatory obligations, operations and significant transactions, risk management, insurance, pending and threatened litigation and significant commercial disputes.

 

Code of Business Conduct and Ethics

Our Board of Directors has adopted a code of ethical conduct that applies to our principal executive officer, principal financial officer and senior financial management. This code of ethical conduct is embodied within our Code of Business Conduct and Ethics, which applies to all persons associated with our Company, including our directors, officers and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller). In order to satisfy our disclosure requirements under Item 5.05 of Form 8-K, we will disclose amendments to, or waivers of, certain provisions of our Code of Business Conduct and Ethics relating to our chief executive officer, chief financial officer, chief accounting officer, controller or persons performing similar functions on our website promptly following the adoption of any such amendment or waiver.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation of Named Executive Officers

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during years ended 2022 and 2021 awarded to, earned by or paid to our executive officers.

Summary Compensation Table

 

The following table sets forth the compensation paid or accruedearned by us to our Chief Executive Officer, Chief Operating Officer and each of our othernamed executive officers for the years ended December 31, 20142022 and 2013.2021.

 

Name and Principal Position Year  Salary
($)		  All Other
Compensation
($)		  Total
($)		 
Ralph Hofmeier (1)  2014   150,000   -   150,000 
Chief Executive Officer  2013   150,000   -   150,000 
Irma Velazquez (2) (3)  2014   150,000   -   150,000 
Chief Operating Officer  2013   150,000   -   150,000 
Name and Principal Position Year  Salary
($)		  All Other
Compensation
($)		  Total
($)		 
Irma Velazquez  2022   210,757(1)  29,164   239,921 
Chief Executive Officer  2021   150,000   —   150,000 
                 
Ralph Hofmeier  2022   210,757(1)  29,164   239,921 
Chief Technology Officer  2021   150,000   —   150,000 
                 
Gary Rodney(2)  2022   84,000   —   84,000 
Interim Chief Financial Officer  2021   49,000   —   49,000 

———————

(1)PursuantConverted from Euros to an employment agreement datedU.S. Dollars using the yearly average EUR/USD conversion rate of 1.053783 (Source: https://www.ofx.com/en-us/forex-news/historical-exchange-rates/yearly-average-rates/).
(2)Served as interim Chief Financial Officer through January 1, 2012. Accrued but not paid.
(2)Pursuant to an employment agreement dated January 1, 2012. Accrued but not paid.
(3)On April 2, 2015 our COO was awarded 9,000,000 restricted shares valued at $900,000.30, 2023.

 

Outstanding Equity Awards at Fiscal Year-End TableYear End

 

There arewere no outstanding equity awards.awards held by of our executive officers as of December 31, 2022.

   

Compensation of Directors

 

Directors are permittedDuring the year ended December 31, 2022, no director of the Company received compensation from us.

Employment Agreements

The Company entered into employment agreements with each of Irma Velazquez, its Chief Executive Officer and Vice Chairman of the Board, and Ralph Hofmeier, its Chairman of the Board and Chief Technology Officer, effective August 4, 2022 (together, the “Executive Employment Agreements”). Under the Executive Employment Agreements, the Company agreed to receive fixed feespay each of Ms. Velazquez and other compensationMr. Hofmeier an annual base salary of €200,000, which is approximately $210,000, per year with discretionary cash and equity bonuses available based on the Board’s assessment of the executive’s performance against applicable performance objectives as well as Company performance. Any increase to the annual base salary is subject to approval by the Company’s Board of Directors. The foregoing descriptions of the Executive Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the copy of each agreement filed as Exhibits10.2 and 10.3 to this registration statement.

Consulting Agreements

Effective as of June 3, 2021, the Company entered into a consulting services agreement with InfoQuest Technologies Inc., whereby Mr. Gary Rodney agreed to provide services to the Company as its Interim Chief Financial Officer as an independent contractor. Pursuant to the consulting agreement, Mr. Rodney receives a monthly fee of $7,000. The consulting agreement has an initial term of one (1) year and is automatically renewed for theirsuccessive one-year terms unless either party delivers timely notice of its intention not to renew. The foregoing description of the consulting agreement does not purport to be complete and is qualified in its entirety by reference to the copy of such agreement filed as Exhibit10.16 to this registration statement. Effective as of January 18, 2023, Mr. Rodney has resigned as Interim Chief Financial Officer of the Company and the consulting agreement with InfoQuest Technologies Inc. has been terminated.

On January 30, 2023, the Company executed an engagement letter with AOB Accounting and Consultancy Services Company Limited pursuant to which Mr. Amedeo Montonati will provide services to the Company as directors.its Chief Financial Officer. Pursuant to the Engagement Letter, the Company pays a monthly fee of $7,500 per calendar month for the first three months and $9,000 for the following three months, exclusive of any expenses and out-of-pocket expenses disbursements. The Engagement Letter has an initial term of six months that can be extended by mutual agreement of the parties.

The foregoing description of the engagement letter does not purport to be complete and is qualified in its entirety by reference to the copy of such agreement filed as Exhibit10.18 to this registration statement.

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EAWD 2022 Long Term Incentive Plan

Effective as of September 12, 2022, the Board of Directors hasadopted the authorityEnergy and Water Development Corp. 2022 Long Term Incentive Plan (the “2022 LTIP”). Under the 2022 LTIP, the Company reserved 17,493,000 shares of common stock to fixgrant shares of common stock of the compensationCompany to employees and individuals who perform services for the Company. The purpose of directors. No amounts have been paidthe 2022 LTIP is to attract and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services for the Company, and to promote the success of the Company’s business. The 2022 LTIP permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or accrued to, directors in such capacity.cash awards as the Board of Directors may determine.

 

Pension Benefits and Nonqualified Deferred Compensation

The Company does not maintain any qualified retirement plans or non-qualified deferred compensation plans for its employees or directors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth the number of shares of our voting stock beneficially owned, as of February 9, 2016April 6, 2023, by (i) those persons known by Eurosportus to be owners of more than 5% of Eurosportour common stock, (ii) each director, (iii) our Named Executive Officer,Officers, and (iv) all executive officers and directors as a group:

   Common Stock   Series A Preferred Stock 
Name and address of beneficial owner.  No. of
Shares		   % of
Class (1)		   No. of
Shares		   % of
Class (2)		 
Directors and Officers                
Ms. Irma Velazquez  39,515,388   20.20%  4,778,488   48.85%
7901 4th Street N STE #4174, St Petersburg, Florida 33702                
                 
Mr. Ralph Hofmeier  27,918,378   14.28%  5,002,488   51.15%
7901 4th Street N STE #4174, St Petersburg, Florida 33702                
                 
All officers and directors as a group (two persons)  67,433,766   34.48%  9,780,976   100.00%
5% Security Holders: None                

  Common Stock (1)    
Name and Address of Beneficial Owner No. of
Shares		  % of
Class		  Beneficial Ownership 
Directors and Officers         
Mr. Ralph Hofmeier (2)  2000 Ponce de Leon Blvd., 6th FL, Miami, FL 33134  25,000,000   28.67%  3,137,257 
Ms. Irma Velazquez  2000 Ponce de Leon Blvd., 6th FL, Miami, FL 33134  25,000,000   28.67%  3,137,257 
All officers and directors as a group (two persons)  50,000,000   57.34%    
 5% Security Holders:            
Swiss Water Tech Research & Development (3) 2000 Ponce de Leon Blvd., 6th FL, Miami, FL 33134  6,274,515   7.196%    
Viridiana Lherisson  5,084,468   5.831%    
Andrea Hofmeier  8,000,000   9.175%    

———————

(1)Applicable percentages 195,572,994 are based on 87,196,863common shares outstanding, as of April 6, 2023, adjusted as required by rules of the SEC. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, Eurosport believeswe believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.
  
(2)

Ralph Hofmeier isApplicable percentages are based on 9,780,976 – Series A preferred shares outstanding, adjusted as required by rules of the record holder of 25,000,000SEC. Series A preferred shares provide for voting rights at 5 votes per preferred share and are convertible into 5 shares of common stock. Irma Velazquez, the wife of Ralph Hofmeier is the record holder of 25,000,000 shares of common stock. Andrea Hofmeier, the divorced wife (2012) of Ralph Hofmeier, is the record holder of 8,000,000 shares of common stock.

(3)

Ralph Hofmeier and Irma Velazquez each vote 50% of the Company shares held or 3,137,257 common shares each.

stock per preferred share.

  

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONSCertain Relationships and Related Transactions

 

The following is a summary of transactions since the periods ended December 31, 2022 and 2021 to which we have been a party in which the amount involved exceeded the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our then directors, executive officers or holders of more than 5% of any class of our stock at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect material interest. See also “Executive Compensation” for additional information regarding compensation of related parties.

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Due to officersOfficers

 

Amounts due to officers as of December 31, 20142022 and 20132021 are comprised of the following:

 

 December 31,
2022		 December 31,
2021
       
Irma Velazquez:        
Accrued salaries $56,400  $—   
Accrued expenses  86,265   —   
Total due to Irma Velazquez  142,665   —   
 2014 2013         
Ralph Hofmeier:             
Unsecured advances due to officer $24,161  $40,280 
Accrued salaries  425,000   275,000  $10,393  $17,485 
Accrued expenses  69,434   —   
Total due to Ralph Hofmeier  449,161   315,280   79,827   17,485 
Irma Velazquez:        
Unsecured advances due to officer  40,109   43,707 
Accrued salaries  425,000   275,000 
Total due to Irma Velazquez  465,109   318,707 
 $914,270  $633,987         
Total due to officers $222,492  $17,485 

 

Unsecured advances due to officers represent unreimbursed CompanyCorporation expenses paid by the officers on behalf of the Company. During the year ended December 31, 2014, the Company made unsecured advances to Ralph Hofmeir and Irma Velazquez of $5,000 and $120,257, respectively and received repayments of $16,619 and $128,355, respectively. During the year ended December 31, 2013, the Company made unsecured advances to Ralph Hofmeir and Irma Velazquez of $11,949 and $85,610, respectively and received repayments of $16,300 and $44,674, respectively.Corporation. These net advances are non-interest bearing and are due on demand.

 

Accrued salaries represent amounts accrued in accordance with the employment agreements for Mr. Hofmeier, the Company’s President, Chief Executive Officer and Chairman of the Board, and Ms. Velazquez, the Company’s Chief Operating Officer (See Note 10).

In addition to the direct unsecured advances and accrued salaries due to officers, the Company’s officersVice-Chairman. Mr. Hofmeier and Ms. Velazquez are also the primary beneficiaries of transactions due to and from affiliates as discussed further below.significant stockholders.

 

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Due to affiliateCustomer Deposit

 

DueEAWC-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 EAWD Off-Grid AWG System for one of its customers. EAWC-TV and the Company on December 13, 2019 agreed to affiliate is comprisedaccept 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 followingequipment. The equipment was built in Germany.

In 2020, manufacture of the unit was delayed due to Covid-19 related issues. The Company and EAWC-TV agreed as it had done in 2019, to clear the outstanding balances in the D/T/F EAWC-TV and the outstanding balance it carried in its accounts payable account for administrative services, which it did on December 26, 2020 which resulted in an additional down payment of $193,497. EAWC-TV has an unpaid balance on the equipment of $52,761 and 55,169 as of December 31, 20142022 and 2013:2021, respectively, which represents the balance of the Company’s outstanding accounts receivable as of December 31, 2022 and 2021. Ralph Hofmeier owns 5% of the issued and outstanding stock of EAWC-TV and, other than the right to vote on issues presented to stockholders, he has no control over the management or operations of the company. As of March 31, 2023, the unpaid balance remains outstanding, however, the Company is expected to receive the total amount by the end of 2023.

  

 2014  2013 
Swiss Water Tech Research and Development, S.A.:      
Royalty fees under Technology Transfer and License Agreement $-  $136,278 
International Service Contract fees  529,436   385,000 
  $529,436  $521,278 

Related Person Transaction Policy

 

Effective February 1, 2013,Our Board considers and as amendedapproves or disapproves any related person transaction. The Company’s written policies and procedures on June 29, 2015,related party transactions cover any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: (i) the Company entered into(or any subsidiary) is a participant; (ii) any related party has or will have a direct or indirect interest; and (iii) the aggregate amount involved (including any interest payable with respect to indebtedness) will or may be expected to exceed $120,000, except that there is no $120,000 threshold for members of the audit committee (if any). A related party is any: (i) person who is or was (since the beginning of the two fiscal years preceding the last fiscal year, even if they do not presently serve in that role) an exclusive Technology Transfer Agreement and License Agreement (the “Technology Transfer and License Agreement”executive officer, director or nominee for election as a director; (ii) greater than five percent (5%) for a periodbeneficial owner of ten years with Swiss Water Tech Research & Development S.A. (SWATE), an entity owned and controlled by the Company’s Chief Executive Officercommon stock; or (iii) immediate family member of any of the foregoing. An immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and Chief Operating Officer who arefathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and any person (other than a tenant or employee) sharing the primary beneficiaries. Undersame household as such person.

In determining whether to approve or ratify a related party transaction, the Board, or disinterested directors, as applicable, will take into account, among other factors it deems appropriate: (i) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; (ii) the nature and extent of the related party’s interest in the transaction; (iii) the material terms of the agreement, SWATE: (a) will transfertransactions; (iv) the importance of the transaction both to the Company and to the licenserelated party; (v) in the case of a transaction involving an executive officer or director, whether the transaction would interfere with the performance of such person’s duties to manufacture products developedthe Company; and (vi) in the case of a transaction involving a non-employee director or a nominee for election as a non-employee director (or their immediate family member), whether the transaction would disqualify the director or nominee from being deemed an “independent” director, and whether the transaction would disqualify the individual from serving on the audit committee or the compensation committee (if any) or other committees of the Board under applicable exchange and other regulatory requirements.

The Board only approves those related party transactions that are on terms comparable to, or more beneficial to us than, those that could be obtained in arm’s length dealings with an unrelated third party.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than ten percent (10%) of the Common Stock to file with the SEC the initial reports of ownership and reports of changes in ownership of common stock. Officers, directors and greater than ten percent (10%) stockholders are required by SWATE; (b)SEC regulation to furnish the Company with copies of all know-howSection 16(a) forms they file. During the fiscal year ended December 31, 2022, we believe that all reports required to be filed by such persons pursuant to Section 16(a) were filed on a timely basis.

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DESCRIPTION OF CAPITAL STOCK

This description is intended as a summary and technical assistance necessaryis qualified in its entirety by reference to our amended and restated articles of incorporation (our “Articles”) and amended and restated bylaws, which are filed, or incorporated by reference, as exhibits to the registration statement of which this prospectus forms a part and to the applicable provisions of Florida law.

Authorized Capital

Our authorized capital stock consists of 1,000,000,000 shares of Common Stock, par value $0.001 per share and 500,000,000 shares of preferred stock, par value $0.001 per share, with 50,000,000 shares designated as Series A preferred stock. As of April 6, 2023, there were 195,572,994 shares of Common Stock outstanding and 9,780,976 shares of Series A preferred stock outstanding.

Common Stock

The following is a summary of the material rights and restrictions associated with our Common Stock.

Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, and do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available for dividend payments. All outstanding, shares of common stock are fully paid and nonassessable and the shares of common stock to be issued upon completion of this offering will be fully paid and nonassessable. The holders of common stock have no preferences or rights of cumulative voting, conversion, or pre-emptive or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. In the event of any liquidation, dissolution or winding-up of our affairs, holders of common stock will be entitled to share ratably in any of our assets remaining after payment or provision for payment of all of our debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any.

Preferred Stock

The following is a summary of the material rights and restrictions associated with our Preferred Stock.

We are authorized to issue 500,000,000 shares of preferred stock, $0.001 par value per share. Pursuant to our Articles, the Board is authorized to authorize and issue preferred stock and to fix the designations, preferences and rights of the preferred stock pursuant to a board resolution without further stockholder authorization. Our Board may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our Common Stock, diluting the voting power of our Common Stock, impairing the liquidation rights of our Common Stock, or delaying, deterring, or preventing a change in control. Such issuance could have the effect of decreasing the market price of our Common Stock.

Series A Preferred Stock

1. Dividends.  Series A Preferred  Stock  shall  be  treated  pari  passu  with Common Stock except that the dividend on each share of Series A Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate.

2. Liquidation, Dissolution, or Winding Up.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, Series A Preferred Stock shall be treated pari passu, with Common Stock except that the payment on each share of Series A Preferred Stock shall be equal to the amount of the payment on each share of Common Stock multiplied by the Conversion Rate.

3. Voting.  On any matter presented to the shareholders of the Company for their action or consideration at any meeting of shareholders of the Company (or by written consent of shareholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of shares of Series A Preferred Stock held by such holder as of the record date for determining shareholders entitled to vote on such matter multiplied by the Conversion Rate. Except as provided by law or by the other provisions of the Articles, holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

4. Conversion.  The “ConversionRate” means that each share of Series A Preferred Stock is convertible into five shares of Common Stock.

a.Optional Conversion.  Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time.

b.Mandatory Conversion.  Upon either (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $25,000,000.00 of gross proceeds to the Company or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least sixty-five percent (65%) of the then outstanding shares of Series A Preferred, all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the then-effective Conversion Rate.

The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the provisions of the Amended and Restated Articles of Incorporation filed as Exhibit3.1 to this registration statement, which is incorporated by reference herein.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, and general economic conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Long Term Incentive Plan

Effective as of September 12, 2022, the Board of Directors adopted the Energy and Water Development Corp. 2022 Long Term Incentive Plan (the “2022 LTIP”). Under the 2022 LTIP, the Company reserved 17,493,000 shares of common stock to grant shares of common stock of the Company to employees and individuals who perform services for the exploitationCompany. The purpose of their licensed patentsthe 2022 LTIP is to attract and retain the manufacturebest available personnel for positions of certain products; and (c) will grantsubstantial responsibility, to provide incentives to individuals who perform services for the Company, and to promote the usesuccess of certain related trademarks. Ifthe Company’s business. The 2022 LTIP permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Board of Directors may determine.

Convertible loans payable

As of December 31, 2022 and 2021, the balance of convertible loans payable net of discount was $73,664 and $176,703, respectively.

During the year ended December 31, 2022, the Company generates revenueissued one convertible loan in the aggregate amount of $178,000. The note bears interest at 8% per annum and all matured within one year. The conversion features in the note met the definition of a derivative and required bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $175,026 and was recorded as a resultdiscount of the products and licenses related tonotes.

During the Technology Transfer and License Agreement,year ended December 31, 2021, the Company is to pay to SWATE a minimum annual royalty fee stipulatedissued two convertible loans in the agreement plus five percentaggregate amount of revenue generated. Since$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 the notes meet the definition of a derivative and requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $746,672 and was recorded as a discount of the notes. As of December 31, 2022, these loans were fully repaid or converted.

Derivative Liability

The Company has not generated revenues, during 2013issued debts that consist of the Company accrued the minimum feeissuance of approximately $542,000 in accordanceconvertible notes with thevariable conversion provisions. The conversion terms of the agreement. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

As partconvertible notes are variable based on certain factors, such as the future price of the exclusive Technology Transfer and License Agreement, on February 1, 2013, the Company was required to pay a non-refundable front-end feeCompany’s common stock. The number of $6 million in exchange for the use of newly developed systems, concepts and license of patent and trademark. The Company satisfied the required payment through the issuance of 6 million shares of its common stock valued at $1.00 per share.to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debentures and warrants are included in the value of the licensed technology rights acquired wasderivative liabilities. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as an intangible assetderivative liabilities on the issuance date and scheduledrevalued 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 December 31, 2022 and 2021:

  Total 
Balance 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 as of December 31, 2021 $354,160 
Change Due to Issuances  175,026 
Change due to exercise / redemptions  (110,507)
Change in fair value  (234,654)
Balance as of December 31, 2022 $184,025 

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for amortization over the ten-year lifeCompany’s common stock purchase that are categorized within Level 3 of the Technology Transfer and License Agreement. During 2013,fair value hierarchy for the Company recognized amortization expense in the amount of $550,000. Onyears ended December 31, 2013 the Company evaluated the unamortized asset for impairment2022 and determined that due2021 is as follows:

December 31, 2022December 31, 2021
Stock price$0.04 – 0.19$0.16 – 0.45
Exercise price$0.02 - 0.10$0.03 - 0.20
Contractual term (in years)0.68 – 1.000.27 - 1
Volatility (annual)140% – 1,313%149% – 2,095%
Risk-free rate0.51% - 4.73%0.04% - 0.39%

The foregoing assumptions are reviewed quarterly and are subject to its inability to secure revenue generating commercial contracts, the recoverability of this asset in future periods was doubtful. Accordingly, the Company fully impaired the remaining unamortized valuechange based primarily on management’s assessment of the front-end feeprobability of $5,450,000.the events described occurring. Accordingly, changes to these assessments could materially affect the valuations.

 

Effective February 1, 2013, the Company also entered into an International Service Contract with SWATE (the “SWATE Service Contract”). Under this agreement, SWATE will provide operations management, engineering and technical services to the Company. The SWATE Service Contract hasFinancial Liabilities Measured at Fair Value on a term of five years, and provides for a monthly service fee of $35,000, plus out-of-pocket expenses. During 2014 and 2013, the Company has accrued $420,000 and $385,000, respectively, pursuant to this agreement.Recurring Basis

 

On AprilFinancial 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:

   Fair Value measured at December 31, 2022 
   Quoted prices in   Significant other   Significant   Fair value at 
   active markets   observable inputs   unobservable inputs   December 31, 
   (Level 1)   (Level 2)   (Level 3)   2022 
Derivative liability $—  $—  $184,025  $184,025 
Total $—  $—  $184,025  $184,025 

  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 $—  $—  $354,160  $354,160 
Total $—  $—  $354,160  $354,160 

There were no transfers between Level 1, 2013,2 or 3 during the Company signed an agreement with SWATE, which authorizes SWATE to collect on behalf of the Company, payments made by investors on sales of Company stock. According to the agreement, the proceeds collected by SWATE can be used by SWATE to pay down amounts due from the Company for royaltiesfiscal years ended December 31, 2022 and or service fees pursuant to the above agreements. 2021.

During the years ended December 31, 20142022 and 2013, SWATE collected2021, the Company recorded a gain of $234,654 and applied against amounts duea loss of $1,269,266, respectively, from the Company approximately $120,400 and $305,600 respectively from amounts received from investors.

SWATE is a Swiss research and development company with access to patent and certain scientific and technical resources. As a resultchange in fair value of the above agreements, the Company has a variable implicit interest in SWATE, however it is not its primary beneficiary, does not provide any explicit or implied financial support and therefore does not consolidate SWATE’s financial statements in its consolidated financial statements.

Due from affiliate

During 2014, the Company advanced funds to its affiliate, EAWC Tecnologias Verdes, S.A., an entity owned and controlled by the Company’s Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. The amounts advanced of $80,758, including interest, have been offset by an allowance for doubtful collection since the affiliate does not currently have the ability to generate revenues or repay the Company.

In March 2013, the Company issued 8 million shares of its restricted common shares to its COO in exchange for her interests in the intellectual property, underling assets and equity of Swiss Green Solutions acquired in 2012. The transaction was valued at par, which represents the carry over basis of the minimal operating assets underlying this transaction.derivative liability. 

 

 

59 
 

Anti-Takeover Effects of Certain Provisions of Our Amended and Restated Articles of Incorporation and Our Bylaws.

Provisions of our amended and restated articles of incorporation, as amended, and our bylaws could make it more difficult to acquire us by means of a merger, tender offer, proxy contest, open market purchases, removal of incumbent directors and otherwise. These provisions, which are summarized below, are expected to discourage types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation of these proposals could result in an improvement of their terms.

Calling of Special Meetings of Stockholders.

Our Bylaws provide that special meetings of the stockholders, unless otherwise prescribed by statute, may be called by the Company’s board of directors, the chairman of the board, the president or the holders of shares entitled to cast not less than 20% of the votes at that meeting. If a special meeting is called by anyone other than the Board of Directors or the President or the Chairman of the Board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by other written communication to the Chairman of the Board, the President, any Vice President or the Secretary of the corporation. The officer receiving the request forthwith shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of the By-Laws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than 15 nor more than 60 days after the receipt of the request.

Removal of Directors; Vacancies. Any director may resign effective upon giving oral or written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice, or (iii) a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified, or until his or her death, resignation or removal. A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled to vote for the election of directors.

Amendment of Bylaws. Our Bylaws provide that new Bylaws may be adopted or the Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. Our Bylaws provide that new Bylaws may be adopted or the Bylaws may be amended or repealed by the board of directors.

Transfer Agent and Registrar

Worldwide Stock Transfer, LLC, One University Plaza, Suite 505, Hackensack, NJ 07601, Phone: (201) 820-2008, Fax: (201) 820-2010.

Quotation of Common Stock

Our Common Stock is currently quoted on the OTCQB under the symbol “EAWD”.  Our securities are currently highly illiquid, and subject to large swings in trading price, and are only traded on a sporadic and limited basis. On April 6, 2023, the last reported sale price per share for our Common Stock as reported was $0.03814.

Offers Outside the United States

Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

3561 
 

Table of Contents

 

INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

EXPERTS

The Company’s financial statements for the year ended December 31, 2022 and 2021, included in this prospectus have been audited by TAAD LLP, an independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

The law firm of di Santo Law PLLC has provided opinions regarding the validity of the shares of our common stock offered pursuant to this prospectus. The address of di Santo Law PLLC is 429 Lenox Avenue, Miami Beach, FL 33139.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES

 

Our directors and officers are indemnified as provided by the Florida corporate law and our Bylaws.bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file reports, proxy statements and other information with the SEC. The SEC’s website contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.

We have filed a registration statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a registration statement, does not contain all of the information set forth in the registration statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document that is filed as an exhibit to the registration statement. The registration statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates. You may obtain additional information regarding our Company on our website, located at www.energy-water.com.

62 

INDEX TO FINANCIAL STATEMENTS

Page
Report of Independent Registered Public Accounting Firm TAAD LLP (PCAOB ID #5854)F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021F-4
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021F-5
Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2022 and 2021F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021F-7
Notes to Consolidated Financial StatementsF-9

F-1 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Energy and Water Development Corp. and Subsidiary

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Energy and Water Development Corp. and Subsidiary (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years then ended and the related notes to the consolidated financial statements (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Going Concern Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 4 to the consolidated financial statements. The consolidated financials do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Convertible Loan Payables

Description of the Matter

As discussed in Note 10 to the consolidated financial statements, the Company had various debt instruments which included conversion features requiring bifurcation and separate accounting. Management evaluated the required accounting, significant estimates, and judgments around the valuation for these embedded derivatives. These embedded derivatives were initially measured at fair value and have subsequently been remeasured to fair value at each reporting period and at settlement.

There is no current observable market for these types of features and, as such, the Company determined the fair value of the embedded derivatives using a Black-Scholes model to measure the fair value of the bifurcated derivative. As a result, a high degree of auditor judgment and effort was required in performing audit procedures to evaluate the conclusions reached by management, as well as the inputs to the Company’s Black-Scholes model.

How We Addressed the Matter in Our Audit

Our principal audit procedures performed to the address the critical audit matter included the following:

·We obtained an understanding of the controls and processes surrounding the evaluation, initial measurement, and revaluation of the bifurcated derivatives.
·We verified the note amount, interest rate, and maturity date to the supporting documentation and debt agreement, and examined terms and conditions of the note and confirmed the ending balance to the note holder.
·We evaluated management’s assessment and the conclusions reached to ensure these instruments were recorded in accordance with the relevant accounting guidance.
·We evaluated the fair value of the bifurcated derivatives that included testing the valuation models and assumptions utilized by management. We reviewed and tested the fair value model used, significant assumptions, and underlying data used in the model.
·We considered the adequacy of the disclosures in the consolidated financial statements in relation to convertible debt.

/s/ TAAD LLP

We have served as the Company’s auditor since 2021.

Diamond Bar, California

March 31, 2023

F-3 

Energy and Water Development Corp. and Subsidiary

Consolidated Balance Sheets

       
  December 31, 
  2022  2021 
       
ASSETS        
CURRENT ASSETS:        
Cash $40,886  $589,668 
Accounts receivable  52,761   55,169 
Inventory  457,646   196,553 
Prepaid expenses and other current assets  315,222   432,082 
TOTAL CURRENT ASSETS  866,515   1,273,472 
         
Property and equipment, net  245,667   3,834 
Operating lease right-of-use asset  62,113   49,432 
         
TOTAL ASSETS $1,174,295  $1,326,738 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
CURRENT LIABILITIES:        
Accounts payable and accrued expenses $1,023,563  $941,309 
Accounts payable - related party  27,029   124,370 
Convertible loan payables, net of discount  73,664   176,703 
Due to officers  222,492   17,485 
Derivative liability  184,025   354,160 
Current portion of operating lease liability  62,113   39,148 
Current portion of financing lease liability  14,327   — 
Common stock subscriptions liability  —   377,350 
TOTAL CURRENT LIABILITIES  1,607,213   2,030,525 
         
Financing lease liability, net of current portion  48,946   — 
Operating lease liability, net of current portion  —   10,283 
TOTAL LIABILITIES  1,656,159   2,040,808 
         
COMMITMENTS AND CONTINGENCIES      — 
         
STOCKHOLDERS' DEFICIT:        
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, 9,780,976 shares issued and outstanding at December 31, 2022 and 2021  9,781   9,781 
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 182,934,483 and 143,840,643 shares issued and outstanding at December 31, 2022 and 2021, respectively  182,934   143,840 
Common stock subscriptions, 0 and 15,855,000 shares at December 31, 2022 and 2021, respectively  —   792,745 
Additional paid in capital  23,678,396   20,777,401 
Accumulated deficit  (24,337,973)  (22,395,393)
Accumulated other comprehensive loss  (15,002)  (42,444)
TOTAL STOCKHOLDERS' DEFICIT  (481,864)  (714,070)
         
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $1,174,295  $1,326,738 

See accompanying notes to the consolidated financial statements.

Energy and Water Development Corp. and Subsidiary

Consolidated Statements of Operations and Comprehensive Income (Loss)

       
  For the Year Ended 
  December 31, 
  2022  2021 
       
REVENUE        
Revenue $—  $550,000 
TOTAL REVENUE  —   550,000 
         
COST OF EQUIPMENT SOLD        
Cost of equipment sold  —   350,000 
TOTAL COST OF EQUIPMENT SOLD  —   350,000 
         
GROSS PROFIT  —   200,000 
         
GENERAL and ADMINISTRATIVE EXPENSES        
Professional fees  494,926  $416,989 
Officers’ salaries and payroll taxes  479,933   300,732 
Marketing fees  226,975   174,892 
Travel and entertainment  42,696   22,953 
Other general and administrative expenses  666,358   222,229 
TOTAL GENERAL and ADMINISTRATIVE EXPENSES  1,910,888   1,137,795 
         
LOSS FROM OPERATIONS  (1,910,888)  (937,795)
         
OTHER INCOME (EXPENSE)        
Change in fair value of derivative  234,654   (1,269,266)
Other expense  (93,732)  — 
Interest expense  (172,614)  (830,405)
TOTAL OTHER INCOME (EXPENSE)  (31,692)  (2,099,671)
         
LOSS BEFORE TAXES  (1,942,580)  (3,037,466)
         
TAXES  —   — 
         
NET LOSS $(1,942,580) $(3,037,466)
         
OTHER COMPREHENSIVE INCOME (LOSS)        
Foreign currency translation adjustments  27,442   (42,444)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) $27,442  $(42,444)
         
COMPREHENSIVE LOSS  (1,915,138)  (3,079,910)
         
Loss per common share - Basic $(0.01) $(0.02)
Loss per common share - Diluted $(0.01) $(0.02)
         
Weighted average number of common shares outstanding - Basic  169,341,781   136,720,652 
Weighted average number of common shares outstanding - Diluted  169,341,781   136,720,652 

See accompanying notes to the consolidated financial statements.

Energy and Water Development Corp. and Subsidiary

Consolidated Statements of Changes in Stockholders’ Deficit

For the years ended December 31, 2022 and 2021

                               
        Common Stock        Accumulated Other    
  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  —   —   5,065,344   5,066   (40,000)  (4,000)  717,047   —   —   718,113 
Common stock issued to officers for accrued salary  —   —   10,000,000   10,000   (10,000,000)  (1,500,000)  1,490,000   —   —   — 
Common stock issued for services  —   —   500,000   500   —   —   164,500   —   —   165,000 
Common stock issued to satisfy convertible debt  —   —   4,671,167   4,671   —   —   265,329   —   —   270,000 
Stock issued for interest and fees  —   —   287,246   287   —   —   15,068   —   —   15,355 
Derivative settled upon conversion of debt  —   —   —   —   —   —   1,972,419   —   —   1,972,419 
Subscription deposits received  —   —   —   —   15,855,000   792,745   —   —   —   792,745 
Net loss  —   —   —   —   —   —   —   (3,037,466)  —   (3,037,466)
Other comprehensive loss  —   —   —   —   —   —   —   —   (42,444)  (42,444)
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)
Subscriptions liability reclassification to subscriptions  —   —   —   —   7,547,000   377,350   —   —   —   377,350 
Sale of Common Stock  —   —   36,443,736   36,444   (23,402,000)  (1,170,095)  2,385,652   —   —   1,252,001 
Common stock issued for commitment fee  —   —   500,000   500   —   —   79,500           80,000 
Common stock issued for services  —   —   1,574,546   1,574   —   —   266,525   —   —   268,099 
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 
Imputed interest on related party loans  —   —   —   —   —   —   6,165   —   —   6,165 
Derivative settled upon conversion of debt  —   —   —   —   —   —   110,507   —   —   110,507 
Net loss  —   —   —   —   —   —   —   (1,942,580)  —   (1,942,580)
Other comprehensive loss  —   —   —   —   —   —   —   —   27,442   27,442 
BALANCE AT December 31, 2022  9,780,796  $9,781   182,934,483  $182,934   —  $—  $23,678,396  $(24,337,973) $(15,002) $(481,864)

See accompanying notes to the consolidated financial statements.

F-6 

Energy and Water Development Corp. and Subsidiary

Consolidated Statements of Cash Flows

       
  For the Year ended 
  December 31, 
  2022  2021 
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(1,942,580) $(3,037,466)
Reconciliation of net loss to net cash used in operating activities        
Common stock issued for commitment fee  80,000   — 
Amortization of debt discount and deferred financing costs  93,986   770,134 
Depreciation expense  18,252   299 
Change in fair value of derivative liability  (234,654)  1,269,266 
Common stock issued for services  268,099   165,000 
Imputed interest on amounts owed to related parties  6,165   — 
Foreign currency loss  76,737   — 
Changes in operating assets and liabilities:        
Accounts receivable, net  2,260   (2,503)
Inventory  (273,274)  (204,533)
Deferred cost  —   350,000 
Prepaid expenses and other current assets  90,524   (435,150)
Accounts payable and accrued expenses  92,924   218,096 
Due to related party  (97,341)  (28,929)
Deferred revenue  —   (550,000)
Due to officers  199,986   — 
Accrued management fees and due to officers  —   (70,482)
CASH USED IN OPERATING ACTIVITIES  (1,618,916)  (1,556,268)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of property and equipment  (196,018)  (4,299)
NET CASH USED IN INVESTING ACTIVITIES  (196,018)  (4,299)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds on convertible loans payable  178,000   369,500 
Repayments of convertible loans payable  (150,000)  (95,500)
Proceeds from sale of stock  1,252,001   718,113 
Proceeds from common stock subscriptions  —   1,170,095 
CASH PROVIDED BY FINANCING ACTIVITIES  1,280,001   2,162,208 
         
Effect of exchange rate changes on cash  (13,849)  (24,020)
         
Net change in cash  (548,782)  577,621 
         
Cash, beginning of period  589,668   12,047 
         
Cash, end of period $40,886  $589,668 

See accompanying notes to the consolidated financial statements.

F-7 

Energy and Water Development Corp. and Subsidiary

Consolidated Statements of Cash Flows (Continued)

  For the Year ended 
  December 31, 
  2022  2021 
       
SUPPLEMENTAL CASH FLOW INFORMATION:        
Cash paid for interest $67,940  $28,864 
Cash paid for taxes $—  $— 
         
NON-CASH INVESTING AND FINANCING ACTIVITIES:        
Common shares issued for interest and fees $3,222  $15,355 
Reclassification of common stock subscriptions to common stock $1,170,095  $1,504,000 
Common shares issued for conversion of loans payable $50,000  $270,000 
Derivative liability discount $175,026  $746,672 
Derivative settled upon conversion of debt $110,507  $1,972,419 
Reclassification of equity to liability for derivatives $377,350  $— 
Right of use asset exchanged for lease liability $—  $79,214 
Additions of finance lease obligations $64,417  $— 

See accompanying notes to the consolidated financial statements.

F-8 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

Note 1. Incorporation and Nature of Operations

Energy and Water Development Corp. (the “Corporation”, “Company” or “EAWD”), was incorporated under the laws of the State of Florida on 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 has been now fully incorporated 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 consolidated financial statements include the accounts of EAWD and its subsidiary. All intercompany transactions and balances have been eliminated in consolidation.

The consolidated financial statements include the accounts of Energy and Water Development Corp. and Subsidiary 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.  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 periods presented have been reflected herein.

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 year ended December 31, 2022 the Company used a spot rate of 1.07 and an average rate of 1.05 when converting EURO to USD. 

Use of Estimates

The preparation of 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 financial statements include estimates relating to the determination of impairment of assets, assessment of going concern, the determination of the fair value of stock-based compensation, and the recoverability of deferred income tax assets.

F-9 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

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. The Company does not have operating or financing leases.

Cash

The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has $40,886 and $589,668 cash at December 31, 2022 and 2021.

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 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
Automobile5
Machinery and equipment5

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

F-10 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

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 December 31, 2022 and December 31, 2021, were $184,025 and $354,160, respectively and measured on Level 3 inputs.

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

Income Taxes

Income taxes are accounted for under the asset and liability method as stipulated by ASC 740, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of the valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized.

ASC 740 provides interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In the unlikely event that an uncertain tax position exists in which the Corporation could incur income taxes, the Corporation would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would then be recorded if the Corporation determined it is more likely than not that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable.

As of December 31, 2022 and 2021, the Corporation does not believe any uncertain tax positions exist that would result in the Corporation having a liability to the taxing authorities. The Corporation’s policy is to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and general and administrative expense, respectively, in the statement of operations. The Corporation’s tax returns for the years ended 2012 through 2021 have been filed and are subject to examination by the federal and state tax authorities. The Corporation’s tax returns for the tax year ended 2022 have not been filed.

F-11 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

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. During the years ended December 31, 2022 and 2021, the Company recognized $0 and $550,000 in revenue as a result of meeting the above criteria.

During 2021, the Company completed its first sale of equipment. Upon approval of the inspection of the equipment by the customer, the Company recognized the revenue as it had met the revenue recognition criteria and had satisfied the performance obligation of the contract through acceptance by the customer. During the year ended December 31, 2021, one customer accounted for 100% of the revenue.

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.

As discussed more fully in Note 10, convertible note holders have the option of converting their loans into common shares subject to the terms and features offered by the specific convertible notes. Some note holders were also granted purchase options to purchase additional shares subject to the features of each purchase option. If the convertible note holders of unexercised convertible notes exercised their conversion feature and the additional purchase options, they would represent 8,317,828 and 2,406,227 in additional common shares at December 31, 2022 and 2021, respectively. The potential shares from both the conversion feature and the rights to purchase additional shares were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive.

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:

(i)any person that holds 5% 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.

F-12 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

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 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 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 consolidated financial statements.

In June 2016, the FASB issued ASU 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 fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company adopted ASU 2016-13 on January 1, 2023. The adoption will not have a material impact on the Company’s consolidated financial statements.

Note 4. Going Concern

The Company has incurred operating losses since it began operations (December 2012) totaling $24,337,973 at December 31, 2022. During the year ended December 31, 2022, the Corporation incurred net losses of $1,942,580. The Company had a working capital deficit of $740,698 at December 31, 2022.

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

Management expects sales operations to continue to expand. If necessary, the Company will need to raise additional funds during 2023. 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 Company to continue as a going concern depends upon its ability to generate sales or obtain additional funding to finance operating losses until the Corporation is profitable.

F-13 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 5. Accounts Receivable

At December 31, 2022 and 2021, accounts receivable was $52,761 and $55,169, respectively, and determined to be fully collectible.

Note 6. Inventory

The components of inventory at December 31, 2022 and 2021, consisted of the following:

Schedule Of Inventories      
  December 31,  December 31, 
  2022  2021 
Work in progress $457,646  $196,553 
Inventory, net $457,646  $196,553 

Note 7. Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets at December 31, 2022 and 2021, consisted of the following:

Schedule Of Prepaid Expenses And Other Current Assets      
  December 31, 2022  December 31, 2021 
Prepayment on inventory not received $—  $225,979 
Prepaid expenses  140,676   113,600 
Value added tax receivable  158,200   83,602 
Security deposit  16,346   7,394 
Purchase deposits  —   1,507 
Prepaid expenses and other current assets $315,222  $432,082 

Note 8.Property and Equipment, Net

The components of property and equipment at December 31, 2022 and 2021 consisted of the following:

Schedule Of Property And Equipment        
  December 31,  December 31, 
  2022  2021 
Office equipment $5,911  $1,526 
Furniture and fixtures  2,447   2,607 
Financing lease equipment  64,417   — 
Machinery and equipment  41,656   — 
Automobile  149,787   — 
Property and equipment, gross  264,218   4,133 
Less: Accumulated depreciation  (18,551)  (299)
Property and equipment, net $245,667  $3,834 

Depreciation expense for the year ended December 31, 2022 and 2021 was $18,252 and $299, respectively, and is included in other general and administrative expenses on the consolidated statements of operations and comprehensive loss.

F-14 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

Note 9. Accounts Payable and Accrued Expenses

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

Schedule of Accounts Payable and Accrued Liabilities      
  December 31, 2022  December 31, 2021 
       
Accrued expenses $241,960  $385,776 
Accounts payable  324,754   375,774 
Accrued legal costs  349,726   253,901 
Accrued salary and payroll taxes  134,152   50,228 
Total $1,050,592  $1,065,679 

As of December 31, 2022 and 2021, the Company owed Virhtech Gmbh, a related party of the Company, $27,029 and $124,370, respectively, for services performed for the Company and is classified as accounts payable – related party on the consolidated balance sheets.

Note 10. Convertible Loans Payable

As of December 31, 2022 and 2021, the Company had loans payable balances, net of discount, of $73,664 and $176,703, respectively.

During the year ended December 31, 2022, the Company issued one convertible loan in the aggregate amount of $178,000. The note bears interest at 8% per annum and all matured within one year. The conversion features in the note met the definition of a derivative and required bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $175,026 and was recorded as a discount of the notes.

During the year ended December 31, 2021, the Company issued two convertible loans in the aggregate amount of $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 the notes meet the definition of a derivative and requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $746,672 and was recorded as a discount of the notes. As of December 31, 2022, these loans were fully repaid or converted.

As of December 31, 2022 and 2021, outstanding convertible loans payable, net of discounts, was $73,664 and $176,703, respectively.

The convertible loans were issued in several different forms as discussed below. 

Schedule of Notes Payable   
  Amount 
Balance of notes payable, net on December 31, 2020 $149,241 
Issuances of debt  404,000 
Cash settlement of debt  (95,500)
Conversions  (270,000)
Debt discount  (406,500)
Deferred financing costs  (6,663)
Amortization of debt discount  402,125 
Balance of notes payable, net on December 31, 2021 $176,703 
Issuances of debt  178,000 
Cash settlement of debt  (150,000)
Debt discount  (175,025)
Conversions  (50,000)
Amortization of debt discount  93,986 
Balance of notes payable, net on December 31, 2022 $73,664 

F-15 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

Derivative Liabilities

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

Based on the various convertible notes described above, the fair value of applicable derivative liabilities on notes and change in fair value of derivative liability are as follows as of December 31, 2022 and 2021:

Outstanding Derivative Liability   
  Total 
Balance 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 as of December 31, 2021 $354,160 
Change Due to Issuances  175,026 
Change due to exercise / redemptions  (110,507)
Change in fair value  (234,654)
Balance as of December 31, 2022 $184,025 

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

Summary of Quantitative Information
December 31, 2022December 31, 2021
Stock price$0.04 – 0.19$0.16 – 0.45
Exercise price$0.02 - 0.10$0.03 - 0.20
Contractual term (in years)0.68 – 1.000.27 - 1
Volatility (annual)140% – 1,313%149% – 2,095%
Risk-free rate0.51% - 4.73%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.

F-16 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

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 and derivative liabilities:

Summary of Financial Liabilities Measured on Recurring Basis            
  Fair value measured at December 31, 2022 
  Quoted  Significant       
  prices in  other  Significant    
  active
markets		  observable inputs  unobservable
inputs		  Fair value
December 31,		 
  (Level 1)  (Level 2)  (Level 3)  2022 
Derivative liability $—  $—  $184,025  $184,025 
Total $—  $—  $184,025  $184,025 

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

The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows:

·Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets;
·Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and
·Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2022 and 2021.

During the years ended December 31, 2022 and 2021, the Company recorded a gain of $234,654 and a loss of $1,269,266, respectively, from the change in fair value of derivative liability.

Note 11. Leases

Financing leases

The Company’s financing lease does not provide an implicit rate that can be readily determined. Therefore, the Company uses discount rates based on the incremental borrowing rate of its most recent external debt of 8%.

The Company’s weighted-average remaining lease term relating to its operating leases is 3.92 years, with a weighted-average discount rate of 8.00%.

The Company incurred amortization expense for its financing lease of $1,299 and $0 during the years ended December 31, 2022 and 2021, respectively, which was included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2022 and 2021, the Company made cash lease payments of $1,522 and $0, respectively. At December 31, 2022 and 2021, the financing lease right-of-use asset was $64,416 and $0, respectively, and is included in property and equipment, net on the consolidated balance sheets, the current portion of financing lease liability was $14,327 and $0, respectively, and the operating lease liability, net of current portion was $48,946 and $0, respectively.

F-17 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

Operating leases

The Company’s operating 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 most recent external debt of 8%.

The Company’s weighted-average remaining lease term relating to its operating leases is 0.81 years, with a weighted-average discount rate of the 8.00%.

The Company incurred lease expense for its operating leases of $47,612 and $31,266 during the years ended December 31, 2022 and 2021, respectively, which was included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2022 and 2021, the Company made cash lease payments of $47,612 and $31,266, respectively. At December 31, 2022 and 2021, the operating lease right-of-use asset was $62,113 and $49,432, respectively, the current portion of operating lease liability was $62,113 and $39,148, respectively, and the operating lease liability, net of current portion was $0 and $10,283, respectively.

The following table presents information about the future maturity of the lease liabilities under the Company’s operating and financing leases as of December 31, 2022.

Schedule of maturity of lease liability            
Maturity of Lease Liabilities Operating lease liabilities  Finance lease liability  Total Amount 
2023 $64,364  $18,871  $83,235 
2024  —   18,871   18,871 
2025  —   18,871   18,871 
2026  —   17,299   17,299 
Total future minimum lease payments  64,364   73,912   138,276 
Less: Imputed interest  (2,251)  (10,639)  (12,890)
Present value of lease liabilities $62,113  $63,273  $125,386 
Remaining lease term (in years)  0.81    3.92      

Note 12. Related Party Transactions

Due to officers

Amounts due to officers as of December 31, 2022 and 2021 are comprised of the following:

Due to Officers      
  

December 31,

  

December 31,

 
  2022  2021 
Ralph Hofmeier:        
Unsecured advances due to officer $56,400  $— 
Accrued salaries  86,265   17,485 
Total due to Ralph Hofmeier  142,665   17,485 
         
Irma Velazquez:        
Unsecured advances due to officer  10,393   — 
Accrued salaries  69,434   — 
Total due to Irma Velazquez  79,827   — 
Total amounts due to officers $222,492  $17,485 

Officer Compensation

Accrued salaries represent amounts accrued in accordance with the employment agreements for Mr. Hofmeier, the Company’s Chief Technology Officer and Chairman of the Board, and Ms. Velazquez, the Company’s Chief Executive Officer and Vice-Chairman of the Board. Mr. Hofmeier and Ms. Velazquez are also significant stockholders.

F-18 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

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 $52,761 and 55,169 as of December 31, 2022 and 2021, respectively, which represents the balance of the Company’s outstanding accounts receivable as of December 31, 2022 and 2021. As of March 31, 2023, the balance remains outstanding, however the Company expects to receive the amount in full by the end of 2023.

Virhtech Gmbh

As of December 31, 2022 and 2021, the Company owed Virhtech Gmbh, a related party of the Company, $27,029 and $124,370, respectively, for services performed for the Company and is classified as accounts payable – related party on the consolidated balance sheets.

Officer and investor deposits

As of December 31, 2022, the Company recorded no common stock subscriptions for stock issuance transactions in process.

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.

Note 13. Shareholders’ Deficit

Preferred Stock

Authorized: 500,000,000 shares of voting preferred stock with a par value of $0.001. As of both December 31, 2022 and 2021, the Company had 9,780,796 shares of preferred stock issued and outstanding, respectively.

F-19 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

Common Stock

Authorized: 1,000,000,000 shares of voting common stock with a par value of $0.001. As of December 31, 2022 and 2021, the Company had 182,934,483 and 143,840,643 shares of common stock outstanding, respectively.

During the year ended December 31, 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. These common shares were issued on July 4, 2022.

From January 1, 2022 through March 31, 2022, the Company has issued 14,953,000 common shares related to subscriptions outstanding at December 31, 2021 for total cash consideration of $747,650.

From April 1, 2022 through June 30, 2022, the Company has issued 8,527,947 common shares related to subscriptions outstanding at March 31, 2022 for total cash consideration of $437,450.

Shares issued pursuant to 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 at a fair value of $80,000.

On January 26, 2022, the Company entered into a Securities Purchase Agreement with an investor. As of March 31, 2022, 2,000,000 common shares were issued pursuant to this agreement for a purchase price of $300,000. In the third quarter of 2022, an additional 4,023,368 common shares were issued pursuant to ELOC for a purchase price of $450,000.

In the fourth quarter of 2022, the Company issued an additional 5,064,421 shares of the Company’s common stock pursuant to the ELOC for a purchase price of $187,000.

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 Company’s common stock to a vendor 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.

On August 11, 2022, the Company issued 600,000 shares of the Company’s common stock to a vendor for services valued at $79,500.

F-20 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

On September 9, 2022, the Company issued 227,273 shares of the Company’s common stock to a vendor for services valued at $50,000.

During the year ended December 31, 2021, the Company engaged in the following equity events:

·5,065,344 common shares issued for $718,113 for the sale of shares,
·10,000,000 common shares were issued to officers for accrued salary,
·500,000 common shares issued for $165,000 in marketing and consulting,
·4,671,167 common shares were issued for $270,000 to convertible note holder is satisfaction of their notes, and
·287,246 common shares were issued for $15,355 to pay interest and fees.

Warrants

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

Note 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 Company 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 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 Corporation’s Board of Directors. The Employment Agreements each had 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. These contracts expired on August 4, 2022.

Effective as of August 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).

F-21 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

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 $210,305 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 $29,164, 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 to purchase shares of the Company’s common stock. No options had been granted as of December 31, 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.

Leases

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 April 1, 2021, the Company entered into two lease agreements for a workshop located at Industriestraße 17, 25462 Relligen and an office located at Ballindam 3 20095 Hamburg, Germany. 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 in Frankfurt, Germany.

Our Telephone number is +49 40 809081354. Rent expense for the years ended December 31, 2022 and 2021 amounted to $69,171 and $37,552.

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 operating results, financial position or cash flows.

Litigation

EAWD vs Packard and Co-Defendant Nick Norwood – Case number 18-031011 CA-01 Miami-Dade County Circuit Court. The Company is demanding the proof of payment for shares issued in 2008. A Jury trial has been granted against Mr. Packard and Co-defended Mr. Northwood, which would take place on First week of May 2023.

EAWD vs Nerve Smart Systems ApS (“Nerve”) - Case number BS-15264/2022– The Court of Roskilde, Denmark. On April 2022, the Company filed a claim against Nerve demanding the return of the amounts paid by the Company for a Battery Energy Storage System that was never delivered by Nerve to the Company, and therefore Nerve did not meet the requirements and specifications of the contract with the Company. The Company is confident there will be a positive outcome in this case. This matter is not expected to be resolved prior to 2024 due to the long waiting times of the Danish court System.

EAWD vs NPP Niethammer, Posewang & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (“NPP”) – Case number 322 O 159/22 – On November 28, 2022, by court settlement, the legal dispute again NPP was settled. The subject matter of the legal dispute was NPP’s fee claims against the Company in the amount of EUR 45,500, which is approximately $48,160, plus interest. On November 28, 2022, the Company agreed to pay NPP an amount of EUR 22,749, which is approximately $23,214. The costs of the legal dispute were set off against each other in the settlement. There is still an outstanding fee claim against the Company according to an invoice dated January 25, 2023 in the amount of EUR 4,986, which is approximately $5,277.

Note 15. Income Taxes

The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The Company did not have an income tax provision or benefit for the year ended December 31, 2022 and 2021. The Company has incurred losses and therefore has provided a full valuation against net deferred tax assets as December 31, 2022 and 2021.

F-22 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

The items accounting for the difference between U.S. and foreign income taxes at the effective statutory rate and the provision for income taxes for the year ended December 31, 2022 and 2021 were as follows:

Income tax reconciliation      
  December 31,  December 31, 
  2022  2021 
Income tax benefit at U.S. statutory rate of 21%        
Net operating loss – U.S. – federal $(169,906) $(562,283)
State income tax net of Federal benefits – U.S.  (35,154)  (94,298)
Non-deductible expenses – U.S.  54,953   540,338 
Net operating loss - foreign  (249,864)  (79,179)
Temporary differences  (762,687)  — 
Change in valuation allowance – U.S.  912,794   116,243 
Change in valuation allowance – foreign  249,864   79,179 
         
Total provision for income tax – U.S. and foreign $—  $— 

The Company’s approximate net U.S. and foreign deferred tax assets as of December 31, 2022 and 2021 were as follows:

 Deferred tax assets      
  December 31,  December 31, 
  2022  2021 
Deferred tax assets        
Book to tax difference – fixed assets $506,826  $— 
Net operating loss carry forward – U.S.  2,796,738   2,390,769 
Net operating loss carry forward – foreign  329,043   79,179 
         
Total deferred tax assets – U.S. and foreign  3,632,607   2,469,948 
Valuation allowance – U.S. and foreign  (3,632,607)  (2,469,948)
         
Net deferred tax assets $—  $— 

Net operating loss carry-forwards for U.S. federal and state in the amount of approximately $11.0 million, and for foreign of $1.5 million, will expire beginning December 31, 2033.

The net change in the valuation allowance for the years ended December 31, 2022 and 2021 was an increase of $912,794 and $116,243, respectively. The valuation allowance increased as a result of losses in the current period. The net change in the foreign valuation allowance for the years ended December 31, 2022 and 2021 was an increase of $249,864 and $79,179 respectively. The valuation allowance increased as a result of losses in the current period.

The Company subject to U.S. federal income tax as well as income tax in multiple state and non-U.S. jurisdictions. The Company’s federal and state tax returns for the previous three years remain open for audit. With respect to material non-U.S. jurisdictions in which we operate, we have open tax years ranging from 2 to 10 years.

Note 16. Subsequent Events

On January 10, 2023, the Company issued 1,584,427 shares of common stock to Tysadco Partners LLC at a per share price of $0.025 pursuant to that certain January 26, 2022 Purchase Agreement wherein the parties established a two-year Equity Line of Credit (ELOC). The purchase price under the ELOC is equal to 85% of the two lowest individual VWAP during the five trading days immediately prior to the Company’s put notice.

On January 18, 2023, the Company issued an aggregate 6,250,000 shares of common stock to Gary Rodney at a per share price of $0.02 in full satisfaction of all accrued but unpaid amounts payable for services as interim chief financial officer pursuant to that certain Consulting Agreement by and between InfoQuest Technology, Inc. and the Company dated June 2, 2021.

F-23 

Energy and Water Development Corp. and Subsidiary

Notes to Consolidated Financial Statements

On January 18, 2023, the Company issued an aggregate 702,523 shares of common stock to Ralph Hofmeier at a per share price of $0.05 in full satisfaction of all accrued but unpaid amounts payable pursuant to that certain Employment Agreement by and between Ralph Hofmeier and the Company dated August 4, 2022.

On January 18, 2023, the Company issued 1,397,787 shares of common stock to Tysadco Partners LLC at a per share price of $0.026 pursuant to that certain January 26, 2022 Purchase Agreement wherein the parties established a two-year Equity Line of Credit (ELOC). The purchase price under the ELOC is equal to 85% of the two lowest individual VWAP during the five trading days immediately prior to the Company’s put notice.

On January 30, 2023, the Company issued 1,329,345 shares of common stock to Tysadco Partners LLC at a per share price of $0.038 pursuant to that certain January 26, 2022 Purchase Agreement wherein the parties established a two-year Equity Line of Credit (ELOC). The purchase price under the ELOC is equal to 85% of the two lowest individual VWAP during the five trading days immediately prior to the Company’s put notice.

On January 30, 2023, Energy and Water Development Corp. (the “Company”) executed an engagement letter (the “Engagement Letter”) with AOB Accounting and Consultancy Services Company Limited pursuant to which Mr. Amedeo Montonati, age 30, will provide services to the Company as its Chief Financial Officer. Prior to taking this position with the Company, Mr. Montonati was a Senior Administrative Consultant at Hawksford Group in Hong Kong from 2018 to 2021 and since then has served as an associate director at AOGB Professional Services Group and as Interim CFO at Brera Holdings PLC. Mr. Montonati holds an MBA from University of South Australia, Hong Kong. The Engagement Letter has an initial term of six months that can be extended by mutual agreement of the parties. The Engagement Letter sets forth the material terms and conditions of his engagement, including compensation. Additionally, the Engagement Letter includes certain restrictive covenants that generally prohibit him from disclosing information that is confidential to the Company.

On February 14, 2023, the Company issued 999,429 shares of common stock to Tysadco Partners LLC at a per share price of $0.0824 pursuant to that certain January 26, 2022 Purchase Agreement wherein the parties established a two-year Equity Line of Credit (ELOC). The purchase price under the ELOC is equal to 85% of the two lowest individual VWAP during the five trading days immediately prior to the Company’s put notice.

On February 14, 2023, the Company issued 250,000 shares of common stock to investors at a purchase price of $0.10 per share for a total value of $25,000.

On February 17, 2023, the Company issued 125,000 shares of common stock to investors at a purchase price of $0.10 per share for a total value of $12,500.

F-24

ENERGY AND WATER DEVELOPMENT CORP.

145,533,359 SHARES OF COMMON STOCK

_____________________

PROSPECTUS

_____________________

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The Date of this prospectus is April [   ], 2023

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Securities and Exchange Commission Registration Fee $3,000.00 
Accounting fees and expenses* $20,000.00 
Legal fees and expenses* $20,000.00 
Miscellaneous* $10,000.00 
Total* $53,000.00 

———————

* Estimated

Item 14. Indemnification of Directors and Officers.

Our directors and officers are indemnified as provided by the Florida corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission (the “SEC”) such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

We have been advised that in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered by this prospectus. For purposes of this section, the term registration statement means the original registration statement and any and all amendments including the schedules and exhibits to the original registration statement or any amendment. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules thereto as permitted by the rules and regulations of the SEC.

For further information about our common stock, and us you should refer to the registration statement, including the exhibits this prospectus summarizes provisions that we consider material of certain contracts and other documents to which we refer you. Because the summaries may not contain all of the information that you may find important, you should review the full text of those documents. The registration statement, including its exhibits and schedules, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1-202-551-8909. Copies of such materials are also available by mail from the Public Reference Branch of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a website at (http://www.sec.gov) from which interested persons can electronically access the registration statement, including the exhibits and schedules to the registration statement.

36

Table of Contents

 

Financial Statements

Eurosport Active World Corp.

December 31, 2014 and 2013

37

Table of Contents

Eurosport Active World Corp.

FINANCIAL STATEMENTS

TABLE OF CONTENTS

Page
Audited Financial Statements as of and for the Years Ended December 31, 2014 and 2013
Report of Independent Registered Public Accounting FirmF-1
Consolidated Balance Sheets as of December 31, 2014 and 2013F-2
Consolidated Statements of Operations for the years ended December 31, 2014 and 2013F-3
Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2014 and 2013F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013F-5
Notes to Consolidated Financial StatementsF-6 - F-14

38

Table of Contents

 

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Eurosport Active World Corp.
Miami, Florida

We have audited the accompanying consolidated balance sheets of Eurosport Active World Corp. as of December 31, 2014 and 2013, and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company's internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Eurosport Active World Corp. as of December 31, 2014 and 2013, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has incurred accumulated operating losses since inception, has incurred operating losses in 2014 and 2013 and has working capital deficits at the end of 2014 and 2013, respectively. These conditions raise a substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Fort Lauderdale, Florida
July 22, 2015

mallahfurman.com

Brickell Bay Office Tower 1001 Brickell Bay Drive, Suite 1400, Miami, Florida 33131 Phone: 305.371.6200 Fax: 305.371.8726

Royal Palm at Southpointe900 South Pine Island Road, Suite 110, Ft. Lauderdale, Florida 33324 Phone: 954.475.3199 Fax: 954,472,4500

Member American Institute of Certified Public Accountants ● Florida Institute of Certified Public Accountants ● JHI International

F-1

Table of Contents

Eurosport Active World Corp.
Consolidated Balance Sheets

 December 31, 
 2014  2013 
       
ASSETS      
CURRENT ASSETS:      
Cash $-  $8,118 
Prepaid expenses and other current assets  1,498   1,595 
TOTAL CURRENT ASSETS  1,498   9,713 
         
PROPERTY AND EQUIPMENT, NET  15,745   20,741 
OTHER ASSETS, NET  25,700   35,700 
         
TOTAL ASSETS $42,943  $66,154 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT       
CURRENT LIABILITIES:        
Accounts payable and accrued expenses $496,075  $530,565 
Due to affiliate  529,436   521,278 
Due to officers  914,270   633,987 
Stock subscribed  122,750   204,600 
TOTAL CURRENT LIABILITIES  2,062,531   1,890,430 
         
COMMITMENTS AND CONTINGENCIES        
         
STOCKHOLDERS' DEFICIT:        

Preferred stock, par value $.001 per share;
500,000,000 shares authorized, no shares issued or outstanding in 2014 and 2013

  -    -  

Common stock, par value $.001 per share;
1,000,000,000 shares authorized, 75,506,308 and 74,713,192 shares issued and outstanding in 2014 and 2013, respectively

  75,506   74,713 
Additional paid in capital  10,264,229   9,266,920 
Accumulated deficit  (12,359,323)  (11,165,909)
TOTAL STOCKHOLDERS' DEFICIT  (2,019,588)  (1,824,276)
         
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $42,943  $66,154 

See accompanying notes to the consolidated financial statements.

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Eurosport Active World Corp.
Consolidated Statements of Operations

  For the Years Ended
December 31,		 
  2014  2013 
       
REVENUES $-  $- 
         
COST OF REVENUES  -   - 
         
GROSS PROFIT  -   - 
         
GENERAL AND ADMINISTRATIVE EXPENSES        
Royalty fees  -   542,020 
Management fees to affiliate  420,000   385,000 
Officers salaries and payroll taxes  322,950   322,950 
Professional fees  188,097   235,402 
Bad debt  80,758   - 
Travel and entertainment  51,126   48,120 
Amortization of intangibles  10,000   560,000 
Advertising and other selling and marketing  11,421   36,858 
Research and development  10,000   - 
Impairment of front-end fee related to Technology Transfer and License Agreement (Note 7)  -   5,450,000 
Other general and administrative expenses  90,966   151,166 
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES  1,185,318   7,731,516 
         
LOSS FROM OPERATIONS  (1,185,318)  (7,731,516)
         
OTHER EXPENSE        
Interest expense, net  3,929   5,349 
Other expense  4,167     
TOTAL OTHER EXPENSE  8,096   5,349 
         
LOSS BEFORE TAXES  (1,193,414)  (7,736,865)
         
TAXES  -   - 
         
NET LOSS $ (1,193,414) $(7,736,865)
         
Loss per share - Basic and diluted $ (0.02) $(0.11)
         
Weighted average number of shares outstanding - Basic and diluted  74,883,681   67,594,221 

See accompanying notes to the consolidated financial statements.

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Eurosport Active World Corp.
Consolidated Statement of Changes in Stockholders' Deficit
For the Years Ended December 31, 2014 and 2013

  Preferred Stock  Common Stock  Additional
Paid-in		  Accumulated  Total
Stockholders'		 
  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
                      
BALANCE AT JANUARY 1, 2013  -  $-   55,940,665  $55,941  $ 2,874,052  $ (3,429,144)  $(499,051) 
                             
Stock issued to officer for 2012 acquisition of Swiss Green Solutions  -   -   8,000,000   8,000   (8,000)  -   - 
Stock issued to finance company in contemplation of financing  -   -   3,000,000   3,000   (3,000)  -   - 
Stock issued to affiliate pursuant to Technology Transfer andLicense Agreement  -   -   6,000,000   6,000   5,994,000   -   6,000,000 
Stock issued for 2012 acquisition of African Sunlight  -   -   50,000   50   49,950   -   50,000 
Sale of common stock  -   -   1,689,916   1,689   314,283   -   315,972 
Stock issued for services  -   -   32,611   33   33,635   -   33,668 
Options vesting to formerofficer  -   -   -   -   12,000   -   12,000 
Net Loss  -   -   -   -   -   (7,736,865)  (7,736,865) 
BALANCE AT DECEMBER 31, 2013  -   -   74,713,192   74,713   9,266,920   (11,165,909)   (1,824,276)
                             
Sale of common stock  -   -   3,531,713   3,532   662,442   -   665,974 
Stock issued for services  -   -   146,000   146   145,854   -   146,000 
Stock issued to settle liabilities  -   -   215,403   215   178,913   -   179,128 
Cancellation of stock issued to finance company in contemplation of financing  -   -   (3,000,000)  (3,000)  3,000   -   - 
Repurchase of common stock for cash  -   -   (100,000)  (100)  (4,900)  -   (5,000)
Options vesting to former officer  -   -   -   -   12,000   -   12,000 
Net Loss  -   -   -   -   -   (1,193,414)  (1,193,414)
BALANCE AT DECEMBER 31, 2014  -  $-   75,506,308  $ 75,506  $ 10,264,229  $ (12,359,323)  $(2,019,588) 

See accompanying notes to the consolidated financial statements.

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Eurosport Active World Corp.

Consolidated Statements of Cash Flows

  For the Years Ended
December 31,		 
  2014  2013 
       
CASH FLOW FROM OPERATING ACTIVITIES:      
NET LOSS $(1,193,414) $(7,736,865)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATIONS:        
Depreciation and amortization  15,196   565,094 
Bad debt expense  80,758   - 
Impairment of front-end fee related to Technology Transfer and License Agreement  -   5,450,000 
Common stock issued for services  146,000   15,107 
Options vesting to former officer  12,000   12,000 
Changes in operating assets and liabilities:        
Prepaids and other current assets  96   (1,594)
Accounts payable and accrued expenses  144,638   306,525 
Due to affiliate  8,158   521,278 
Due to officers  280,283   336,585 
Other assets  -   (700)
Net cash used in operating activities  (506,285)  (532,570)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Advances to affiliate  (80,758)  - 
Purchases of furniture and equipment  (200)  (25,742)
Proceeds from sale of fixed assets  -   1,368 
Net cash used in investing activities  (80,958)  (24,374)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Repayments on notes  -   (5,095)
Advances on stock subscribed  26,750   204,600 
Proceeds from the sales of common stock  557,375   325,222 
Repurchase of common stock  (5,000)  - 
Net cash provided by financing activities  579,125   524,727 
         
NET CHANGE IN CASH  (8,118)  (32,217)
CASH AT THE BEGINNING OF THE YEAR  8,118   40,335 
CASH AT THE END OF THE YEAR $-  $8,118 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        
Cash paid during the year for: $-  $- 
Income taxes $-  $- 
Interest        
NON-CASH INVESTING AND FINANCING TRANSACTION:        
Stock issued for the acquisition of related company $-   8,000 
Stock (canceled) issued to finance company $(3,000) $3,000 
Stock issued to affiliate pursuant to technology transfer and license agreement $-  $6,000,000 
Common stock issued to settle liabilities $179,128     

See accompanying notes to the consolidated financial statements.

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements

Note 1. Incorporation, Reverse Merger and Nature of Operations

Eurosport Active World Corp. (formerly Eagle International Holdings Group Inc.") (the "Company" or "EIH"), was incorporated under the laws of the State of Florida on August 23, 2000. The Company was a shell entity that was in the market to merge with an operating company.

On March 17, 2008, EIH entered into an Agreement and Plan of Acquisition (the "Merger Agreement") with Inko Sport America, LLC ("ISA"), a Florida privately-held limited liability company. In connection with the closing of the Merger Agreement, ISA merged with and into EIH effective May 07, 2008, with the filing of the Merger Agreement with the Florida Secretary of State.

Pursuant to the terms and conditions of the Merger Agreement:

●As a precondition of the consummation of the merger transaction, a reverse stock split of EIH common stock was consummated on a one for 1,000 basis pursuant to which each 1,000 outstanding shares of EIH common stock was converted into one share of EIH common stock. After giving effect to the reverse stock split, the authorized capital stock of EIH immediately prior to the closing of the Merger Agreement consisted of one billion shares of EIH common stock, of which 106,214 shares (as a result of the reverse stock split) was issued and outstanding.

●After the reverse stock split, the Company agreed to acquire 100% of the ownership interest in ISA, in exchange for the issuance of 20,500,000 (approximately 99% of the issued and outstanding common stock of the Company).

●Concurrent with the closing of the Merger Agreement, 4,394,044 shares of common stock were issued to EIH's majority shareholder and officer, for the satisfaction of obligations payable to him; and

●Immediately after the closing of the Merger Agreement, ISA merged with EIH, and EIH adopted ISA's business plan and changed its name to Eurosport Active World Corp ("EAWC"). Further, upon completion of the merger, the prior officers and directors of EIH resigned and the current officers and directors of the Company were appointed to their positions.

This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes.

ISA was a development stage company, incorporated on February 24, 2005 in the State of Florida. Through December 31, 2012, the Company had been primarily engaged in the promotion, development and commercialization of green technologies. In view of the increased demand of water and energy, the Company began to focus on water generation, water purification, and green energy production (Waste to Energy); acquiring and licensing the rights to sell and produce related technologies and securing through collaboration with Green Tech research and developments centers in Europe, the research and development, technical maintenance, education and training related to the technology.

During 2012, the Company agreed to issue an aggregate of 25,300,000 shares of common stock in connection with its acquisitions of Powermax Energy & Business Solution, Inc. ("Powermax Energy"), Powermax Green Technologies, LLC ("Powermax Green Technologies"), Green Environmental Management LLC ("GEM"); Swiss Green Solutions, Srl ("Swiss Green Solutions") and International Supply & Support-African Sunlight-Solstrom ("African Sunlight"). The latter entities were inactive and except for "African Sunlight" were acquired from current officers and directors of the Company; consequently, any net assets acquired were recorded at a nominal amount, which approximated the transferor's historical cost basis.

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements

(Continued)

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of EAWC and its wholly owned subsidiaries, Powermax Energy, Powermax Green Technologies, GEM, Swiss Green Solutions and African Sunlight. All significant intercompany transactions and accounts have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated 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 consolidated financial statements, include estimates relating to the determination of impairment of assets, the useful life of property and equipment, the determination of the fair value of stock-based payments, and the recoverability of deferred income tax assets.

Development Stage Company

Effective June 10, 2014, the Financial Accounting Standards Board (“FASB") changed its reporting requirements with respect to Development Stage Entities with the issuance of ASU 2014-10. As a result, certain additional disclosures, previously applicable under ASC 915-205 "Development Stage Entities", will no longer be required for annual reporting periods beginning after December 15, 2014 for public entities. Since the literature does permits early adoption of these new provisions, the Company has elected early adoption for all years presented. Consequently, the Company does not present results of operations and changes in equity since inception and does not identify its financial statements as those of a development stage company.

Cash and Cash Equivalents

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents at December 31, 2014 and 2013.

Property and Equipment

Property and equipment consists of furniture and office equipment, and is stated at cost less accumulated depreciation. Depreciation is determined by using the straight- line method over the estimated useful lives of the related assets, generally five to seven years.

Long-Lived Assets

In accordance with Financial Accounting Standard Board ("FASB") Accounting Standards Codification ("ASC") Topic 360 "Property, Plant, and Equipment," the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. There were no impairment charges during the years ended December 31, 2014 and 2013.

Fair Value of Financial Instruments

The fair values of the Company's assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, "Financial Instruments," approximate their carrying amounts presented in the accompanying financial statements at December 31, 2014 and 2013.

Income taxes

Income taxes are accounted for under the asset and liability method as stipulated by ASC 740, "Accounting for Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of the valuation allowance. A valuation allowance is applied when in management's view it is more likely than not (50%) that such deferred tax will not be utilized.

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements

(Continued)

Note 2. Summary of Significant Accounting Policies (continued)

Income taxes (continued)

ASC 740 provides interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would then be recorded if the Company determined it is more likely than not that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable.

As of December 31, 2014 and 2013, the Company does not believe any uncertain tax positions exist that would result in the Company having a liability to the taxing authorities. The Company's policy is to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and general and administrative expense, respectively, in the consolidated statements of operations. The Company's tax returns for the years ended 2012 through 2014 are subject to examination by the federal and state tax authorities.

Stock-Based Payments

The Company applies the fair value method of ASC 718, “Share Based Payment” in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock based compensation at the markets price for the Company’s common stock and other pertinent factors at the grant date.

The Company accounts for transactions in which services are received in exchange for stock based on the fair value of such services received from non-employees, in accordance with ASC 505-50, "Equity Based Payments to Non-employees."

The company measures the fair value of the equity instruments issued based on the market price of the Company’s stock at the time services or goods are provided.

Loss Per Common Share

The Company accounts for earnings (loss) per share in accordance with ASC 260 - 10, "Earnings Per Share", which establishes the requirements for presenting earnings per share ("EPS"). ASC 260 - 10 requires the presentation of "basic" and "diluted" EPS on the face of the statement of operations. Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method. When a loss from operations exists, potential common shares are excluded from the computation of diluted EPS because their inclusion would result in an anti-dilutive effect on per share amounts.

For the years ended December 31, 2014 and 2013, 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.

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 Company's future consolidated financial statements. The following are a summary of recent accounting developments.

In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810)—Amendments to the Consolidation Analysis ("ASU 2015-02")", which provides guidance on evaluating whether a reporting entity should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. A reporting entity may apply the amendments using a modified retrospective approach or a full retrospective application. The Company is currently evaluating the impact, if any, that adopting ASU 2015-02 will have on its consolidated financial statements.

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements

(Continued)

Note 3. Recently Issued Accounting Standards (Continued)

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers ("ASU 2014-09")". The core principle of ASU 2014-09 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 in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue-recognition requirements in ASC Topic 605, "Revenue Recognition", and most industry-specific guidance throughout the industry topics of the accounting standards codification. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently evaluating the approach for implementation and the potential impact of adopting this guidance on its consolidated financial statements.

There were various other accounting standards and interpretations issued in 2014, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.

Note 4. Going Concern

The Company has accumulated operating losses since inception (June 24, 2005) through December 31, 2014 of $12,359,323. During the years ended December 31, 2014 and 2013, the Company incurred net losses of $1,193,414 and $7,736,865, respectively, and had working capital deficits of $2,061,033 and $1,880,717 as of December 31, 2014 and 2013, respectively.

These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern depends upon its ability to obtain funding to finance operating losses until the Company is profitable. The Company expects to be financed through equity capital, debt financing, or from deposits related to purchases orders on proposals pending customer acceptance.

In the event the Company 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 outcome of these uncertainties.

Note 5. Property and Equipment, net

Property and equipment, net at December 31, 2014 and 2013 consists of the following:

  2014  2013 
Furniture and fixtures $7,085  $7,085 
Office equipment  18,968   18,768 
Less: Accumulated depreciation  10,308   5,112 
  $15,745  $20,741 

Depreciation expense was $5,196 and $5,094 for the years ended December 31, 2014 and 2013, respectively.

Note 6. Other assets, net

Other assets, net represent the unamortized cost of a vendor accreditation that allows the Company to supply green technologies to the United Nations members as well as other assets acquired from African Sunlight in 2012. These amounts are being amortized over the estimated useful lives of the assets which approximate 5 years The Company's other assets, net of accumulated amortization, was $25,700 and $35,700 at December 31, 2014 and 2013, respectively. Amortization expense related to these assets was $10,000 and $10,000 for the years ended December 31, 2014 and 2013, respectively.

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements

(Continued)

Note 7. Related Party Transactions and Balances

Due to officers

Amounts due to officers as of December 31, 2014 and 2013 are comprised of the following:

  2014  2013 
Ralph Hofmeier:      
Unsecured advances due to officer $24,161  $40,280 
Accrued salaries  425,000   275,000 
Total due to Ralph Hofmeier  449,161   315,280 
         
Irma Velazquez:        
Unsecured advances due to officer  40,109   43,707 
Accrued salaries  425,000   275,000 
Total due to Irma Velazquez  465,109   318,707 
  $914,270  $633,987 

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

Accrued salaries represent amounts accrued in accordance with the employment agreements for the Company's Chief Executive Officer and Chief Operating Officer (See Note 10).

Due to affiliate

Due to affiliate is comprised of the following as of December 31, 2014 and 2013:

  2014  2013 
       
Swiss Water Tech Research and Development, S.A.:      
Royalty fees under Technology Transfer and License Agreement $-   136,278 
International Service Contract fees  529,436   385,000 
  $529,436  $521,278 

Effective February 1, 2013, and as amended on June 29, 2015, the Company entered into an exclusive Technology Transfer Agreement and License Agreement (the "Technology Transfer and License Agreement") for a period of ten years with Swiss Water Tech Research & Development S.A. (SWATE), an entity owned and controlled by the Company's Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: (a) will transfer to the Company the license to manufacture products developed by SWATE; (b) all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and (c) will grant the Company the use of certain related trademarks. If the Company generates revenue as a result of the products and licenses related to the Technology Transfer and License Agreement, the Company is to pay to SWATE a minimum annual royalty fee stipulated in the agreement plus five percent of revenue generated. Since the Company has not generated revenues, during 2013 the Company accrued the minimum fee of approximately $542,000 in accordance with the terms of the agreement. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

As part of the exclusive Technology Transfer and License Agreement, on February 1, 2013, the Company was required to pay a non-refundable front-end fee of $6 million in exchange for the use of newly developed systems, concepts and license of patent and trademark. The Company satisfied the required payment through the issuance of 6 million shares of its common stock, valued at $1.00 per share. The value of the licensed technology rights acquired was recorded as an intangible asset and scheduled for amortization over the ten year life of the Technology Transfer and License Agreement. During 2013, the Company recognized amortization expense in the amount of $550,000. On December 31, 2013 the Company evaluated the unamortized asset for impairment and determined that due to its inability to secure revenue generating commercial contracts, the recoverability of this asset in future periods was doubtful. Accordingly, the Company fully impaired the remaining unamortized value of the front-end fee of $5,450,000.

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements

(Continued)

Note 7. Related Party Transactions and Balances (Continued)

Effective February 1, 2013, the Company also entered into an International Service Contract with SWATE (the "SWATE Service Contract"). Under this agreement, SWATE will provide operations management, engineering and technical services to the Company. The SWATE Service Contract has a term of five years, and provides for a monthly service fee of $35,000, plus out-of-pocket expenses. During 2014 and 2013, the Company has accrued $420,000 and $385,000, respectively, pursuant to this agreement.

On April 1, 2013, the Company signed an agreement with SWATE, which authorizes SWATE to collect on behalf of the Company, payments made by investors on sales of Company stock. According to the agreement, the proceeds collected by SWATE can be used by SWATE to pay down amounts due from the Company for royalties and or service fees pursuant to the above agreements. During the years ended December 31, 2014 and 2013, SWATE collected and applied against amounts due from the Company approximately $120,400 and $305,600 respectively from amounts received from investors.

SWATE is a Swiss research and development company with access to patent and certain scientific and technical resources. As a result of the above agreements, the Company has a variable implicit interest in SWATE, however it is not its primary beneficiary, does not provide any explicit or implied financial support and therefore does not consolidate SWATE's financial statements in its consolidated financial statements.

Due from affiliate

During 2014, the Company advanced funds to its affiliate, EAWC Tecnologias Verdes, S.A. The amounts advanced of $80,758, including interest, have been offset by an allowance for doubtful collection since the affiliate does not currently have the ability to generate revenues or repay the Company.

Note 8. Stockholders' Deficit

Set forth below are major stockholder transactions taking place during the years ended December 31, 2014 and 2013:

Stock Issued to officer for 2012 Acquisition of Swiss Green Solutions

During 2013, the Company issued common stock pursuant to its 2012 acquisition of Swiss Green Solutions, a corporation originally organized in Switzerland. In connection with this acquisition the Company acquired all of the ownership interest in Swiss Green Solutions from a related party in exchange for 8,000,000 shares of the Company's common stock valued at par. (See Note 1) The Company acquired Swiss Green Solutions to secure design patent No. 138'065 for the Solar Power Water Purification System and all related technical designs and materials. The net assets acquired were recorded at a nominal amount, which approximated the transferor's historical cost basis.

Stock issued to Finance Company in Contemplation of Financing

During November 2013, the Company issued 3,000,000 shares of stock to Dominion Asset Finance Corp. as collateral for equipment financing. The lease negotiations were terminated in 2014 and the shares were returned and cancelled by the Company.

Stock issued to Affiliate pursuant to Technology Transfer and License Agreement

In connection with the Technology Transfer and License Agreement (see Note 7), on February 1, 2013, the Company issued 6,000,000 shares of its stock to SWATE in exchange for licensed technology rights pursuant to the agreement. The stock issued was valued at $1.00.

Stock Issued for 2012 Acquisition of African Sunlight

During 2013, the Company issued common stock pursuant to its 2012 acquisition of African Sunlight, a corporation originally organized in Norway. In connection with this acquisition the Company acquired all of the ownership interest in African Sunlight in exchange for 50,000 shares of the Company's common stock valued at $1 per share. The Company acquired African Sunlight to secure a vendor accreditation that allows the Company to supply green technologies to the United Nations members. The purchase price was allocated entirely to the vendor accreditation based on a study conducted by management (see Note 6).

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements

(Continued)

Note 8. Stockholders' Deficit (Continued)

Sale of Common Stock

During 2014 and 2013, the Company sold 3,531,713 and 1,689,916 shares of stock to various investors at prices ranging from $.05 to $2 and $.13 to $1 per share, respectively. Amounts raised by the Company pursuant to these sales amounted to $665,974 and $315,972 in 2014 and 2013, respectively.

Note 9. Stock Option Plan

On January 2, 2012, the Company'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 5,000,000 shares of the Company's common stock.

A summary of information regarding the Company'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, 2012  2,200,000  $0.10   8 
Issued  -   -   - 
Exercised  -   -   - 
Outstanding at December 31, 2013  2,200,000   0.10   7 
Issued  -   -   - 
Exercised  -   -   - 
Outstanding at December 31, 2014  2,200,000  $0.10   6 

The above outstanding options were granted to a former Company executive. Of these options, 1,240,000 shares were vested and exercisable at December 31, 2012. During the years ended December 31, 2014 and 2013, the Company recognized stock-based compensation expense of approximately $12,000 and $12,000, respectively, related to stock options. The weighted-average grant date fair value of each option was estimated to approximate $.05 using the Black Scholes valuation methodology. As of December 31, 2014, there was approximately $24,000, of total unrecognized compensation costs related to non-vested stock options, which is to be recognized over the next 2 years.

The fair value of stock options granted of $0.05 per share was calculated using the Black-Scholes option pricing model based on the following assumptions; risk free interest rate of 1.89%, expected volatility of 317.38%, expected option terms of 9.08 years and no expected dividend yield.

Expected volatility is based on historical volatility of the Company and other comparable companies. Short Term U.S. Treasury rates were utilized. The expected term of the options was calculated using the alternative simplified method permitted by SAB 107, which defines the expected life as the average of the contractual term of the options and the weighted average vesting period for all option tranches.

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements

(Continued)

Note 9. Stock Option Plan(Continued)

The following table summarizes the activity of non-vested employee stock options for the years ended December 31, 2013 and 2014:

  Number of
Non-Vested
Shares		  Weighted-
Average
Grant Date
Fair Value		 
Outstanding at December 31, 2012 960,000  $48,000 
Granted  -   - 
Vested  240,000   12,000 
Forfeited  -   - 
Outstanding at December 31, 2013  720,000   36,000 
Granted  -   - 
Vested  240,000   12,000 
Forfeited  -   - 
Outstanding at December 31 2014  480,000  $24,000 

Note 10. Commitments and Contingencies

Commitments

Technology Transfer and License Agreement with SWATE

As discussed on Note 7, effective February 1, 2013, the Company entered into a ten year Technology Transfer and License Agreement with SWATE. In accordance with the Technology Transfer and License Agreement, if the Company generates revenue as a result of the products and licenses related to the agreement, the Company is to pay SWATE an annual fee stipulated in the agreement plus 5% of revenue generated. If revenue is not generated, future minimum royalty fees are as follows: during the first year: $542,000; during the second year: $1,000,000; and during the third and succeeding years: $2,000,000. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

Employment Agreements

The Company 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 Company will 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. The Employment Agreements each have initial terms of ten (10) years and are automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew.

Contingencies

From time to time, the Company may be a defendant in pending or threatened legal proceeding arising in the normal course of its business. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty, the Company'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.

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements

(Continued)

Note 11. Income Taxes

The Company files a consolidated tax return. During 2014 and 2013, the Company incurred operating losses; consequently, there are no taxes due for these years.

A reconciliation of the differences between the effective income tax rate and the statutory federal tax rate for the years ended December 31, 2014 and 2013 are as follows:

  2014  2013 
Tax benefit at U.S. statutory rate  35.00%  35.00%
State taxes, net of federal benefit  3.63%  3.63%
Change in valuation allowance  (38.63%)  (38.63%)
   -%  -%

The tax effect of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2014 and 2013 consisted of the following:

Deferred Tax Assets 2014  2013 
       
Net Operating Losses Carryforward $1,642,147  $1,305,077 
Unpaid accruals  782,075   663,684 
Amortization  220,095   215,952 
Net Non-current Deferred Tax Asset  2,644,317   2,184,713 
Valuation Allowance  (2,644,317)  (2,184,713)
Total Net Deferred Tax Asset $-  $- 

As of December 31, 2014, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $4,300,000 that may be offset against future taxable income through 2031. Current tax laws limit the amount of losses available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax asset has been reported in the consolidated financial statements because the Company believes that there is a greater than 50% chance that short-term profitability will not be attained. Accordingly, the deferred tax assets have been offset by a valuation allowance of the same amount as of December 31, 2014 and 2013.

Note 12. Subsequent Events

Subsequent to December 31, 2014, the Company issued the following shares of common stock:

DescriptionNumber of Shares Issued
Stock issued for cash932,857
Stock issued for cash received in prior years900,000
Stock issued to officer9,000,000
Stock issued for services510,000
Total stock issued11,342,857

The Company received $252,500 for the stock issued for cash and $146,750 for stock issued for cash received in prior years. The stock issued to officer was granted as compensation to the Chief Operating Officer and it was valued at $0.10 per share, while the stock issued for services was granted to a consultant for $255,000 of services to be provided in 2015 and 2016. 

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Eurosport Active World Corp.

FINANCIAL STATEMENTS

(Unaudited)

TABLE OF CONTENTS

Page
Unaudited Financial Statements as of September 30, 2015 and December 31, 2014 and for the Nine Months Ended September 30, 2015 and 2014
Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014F-16
Condensed Consolidated Statements of Operations for the nine months ended September 30, 2015 and 2014F-17
Consolidated Statement of Changes In Stockholders’ Deficit for the Period January 1, 2014 trough September 30, 2015F-18
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014F-19
Notes to Condensed Consolidated Financial Statements (Unaudited)F-20 - F-27

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Eurosport Active World Corp.

Condensed Consolidated Balance Sheets

  September 30,  December 31, 
  2015  2014 
  (Unaudited)  (Audited) 
       
ASSETS
CURRENT ASSETS:      
Cash $12,461  $- 
Prepaid expenses and other current assets  132,149   1,498 
TOTAL CURRENT ASSETS  144,610   1,498 
         
PROPERTY  AND EQUIPMENT, NET  11,794   15,745 
OTHER ASSETS, NET  18,200   25,700 
         
TOTAL ASSETS $174,604  $42,943 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:        
Accounts payable and accrued expenses $577,998  $496,075 
Due to affiliate  192,000   529,436 
Due to officers  1,125,178   914,270 
Stock subscribed  15,000   122,750 
TOTAL CURRENT LIABILITIES  1,910,176   2,062,531 
         
COMMITMENTS AND CONTINGENCIES        
         
STOCKHOLDERS' DEFICIT:        
Preferred stock, par value $.001 per share; 500,000,000,000 shares authorized, no shares issued and outstanding in September 30, 2015 and December 31, 2014, respectively 
 		 
 		 
-		 
 		 
 		 
 		 
-		 
 
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 87,201,863 and 75,506,308 shares issued and outstanding in September 30, 2015 and December 31, 2014, respectively 
 		 
 		 
87,202		 
 		 
 		 
 		 
75,506		 
 
Additional paid in capital  12,440,506   10,264,229 
Accumulated deficit  (14,263,280)  (12,359,323)
TOTAL STOCKHOLDERS' DEFICIT  (1,735,572)  (2,019,588)
         
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $174,604  $42,943 

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

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Eurosport Active World Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

  For the Nine Months Ended 
  September 30, 
  2015  2014 
       
REVENUES $-  $- 
         
COST OF REVENUES  -   - 
         
GROSS PROFIT  -   - 
         
GENERAL and ADMINISTRATIVE EXPENSES        
         
Management fees to affiliate  315,000   315,000 
Officers compensation and payroll taxes  1,142,213   242,213 
Professional fees  325,235   153,275 
Bad debt  56,134   63,419 
Travel and entertainment  19,221   45,814 
Amortization of intangibles  7,500   7,500 
Advertising and other selling and marketing  4,646   9,527 
Other general and administrative expenses  34,577   79,151 
TOTAL GENERAL and ADMINISTRATIVE EXPENSES  1,904,526   915,899 
         
LOSS FROM OPERATIONS  (1,904,526)  (915,899)
         
OTHER INCOME (EXPENSE)        
Interest income (expense), net  569   (5,194)
TOTAL OTHER INCOME (EXPENSE)  569   (5,194)
         
LOSS BEFORE TAXES  (1,903,957)  (921,093)
         
TAXES  -   - 
         
NET LOSS $(1,903,957) $(921,093)
         
Loss per share - Basic and diluted $(0.02) $(0.01)
         
Weighted average number of shares outstanding - Basic and diluted  83,040,319   74,831,921 

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

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Eurosport Active World Corp.

Consolidated Statement of Changes in Stockholders; Deficit

For the Period January 1, 2014 through September 30, 2015

        Additional     Total 
  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Capital  Deficit  Deficit 
                
BALANCE AT JANUARY 1, 2014  74,713,192  $74,713  $9,266,920  $(11,165,909) $(1,824,276)
                     
Sale of common stock  3,531,713   3,532   662,442   -   665,974 
Common stock issued for services  146,000   146   145,854   -   146,000 
Common stock issued to settle liabilities  215,403   215   178,913   -   179,128 
Cancelation of stock issued to finance company in contemplation of financing  (3,000,000)  (3,000)  3,000   -   - 
Repurchase of common stock for cash  (100,000)  (100)  (4,900)  -   (5,000)
Options vesting to former officer  -   -   12,000   -   12,000 
Net Loss  -   -   -   (1,193,414)  (1,193,414)
BALANCE AT DECEMBER 31, 2014  75,506,308   75,506   10,264,229   (12,359,323)  (2,019,588)
                     
Sale of common stock  1,886,040   1,886   455,547   -   457,433 
Common stock issued for services  535,000   535   271,975   -   272,510 
Common stock issued to officer for services  9,000,000   9,000   891,000   -   900,000 
Options vesting to former officer  -   -   9,000   -   9,000 
Common stock issued tot satisfy obligations to SWATE, an affiliate  274,515   275   548,755       549,030 
Net Loss  -   -   -   (1,903,957)  (1,903,957)
BALANCE AT SEPTEMBER 30, 2015 (UNAUDITED)  87,201,863  $87,202  $12,440,506  $(14,263,280) $(1,735,572)

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

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Eurosport Active World Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

  For the Nine Months Ended 
  September 30, 
  2015  2014 
       
CASH FLOW FROM OPERATING ACTIVITIES:      
NET LOSS $(1,903,957) $(921,093)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:        
Depreciation and amortization  11,451   11,397 
Bad debt expense  56,134   - 
Common stock issued for services  917,510   146,000 
Options vesting to former officer  9,000   9,000 
Amortization of advance of services rendered  127,500   - 
Changes in operating assets and liabilities:        
Prepaids and other current assets  (3,151)  (12,155)
Accounts payable and accrued expenses  81,923   108,314 
Due to affiliate  211,594   (80,841)
Due to officers  210,908   205,283 
Net cash used in operating activities  (281,088)  (534,095)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Advances to affiliate  (56,134)  - 
Net cash used in investing activities  (56,134)  - 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Advances on stock subscribed  42,000   238,650 
Proceeds from the sales of common stock  307,683   316,475 
Net cash provided by financing activities  349,683   555,125 
         
NET CHANGE IN CASH  12,461   21,030 
         
CASH AT THE BEGINNING OF THE PERIOD  -   8,118 
CASH AT THE END OF THE PERIOD $12,461  $29,148 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Income taxes $-  $- 
Interest $-  $- 
NON-CASH INVESTING AND FINANCING TRANSACTION:        
Common stock issued to retire debt $-  $65,403 
Issuance of stock subscribed $149,750  $- 
Issuance of stock in advance of services rendered $255,000  $- 
Issuance of stock to satisfy obligations to affiliate (SWATE) $549,030  $- 

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

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Incorporation, Reverse Merger and Nature of Operations

Eurosport Active World Corp. (formerly Eagle International Holdings Group Inc.”) (the “Company”, “EIH” or “EAWC”), was incorporated under the laws of the State of Florida on August 23, 2000. The Company was a shell entity that was in the market to merge with an operating company.

On March 17, 2008, EIH entered into an Agreement and Plan of Acquisition (the “Merger Agreement”) with Inko Sport America, LLC (“ISA”), a Florida privately-held limited liability company. In connection with the closing of the Merger Agreement, ISA merged with and into EIH effective May 07, 2008, with the filing of the Merger Agreement with the Florida Secretary of State.

Pursuant to the terms and conditions of the Merger Agreement:

●As a precondition of the consummation of the merger transaction, a reverse stock split of EIH common stock was consummated on a one for 1,000 basis pursuant to which each 1,000 outstanding shares of EIH common stock was converted into one share of EIH common stock. After giving effect to the reverse stock split, the authorized capital stock of EIH immediately prior to the closing of the Merger Agreement consisted of one billion shares of EIH common stock, of which 106,214 shares (as a result of the reverse stock split) was issued and outstanding.
●After the reverse stock split, the Company agreed to acquire 100% of the ownership interest in ISA, in exchange for the issuance of 20,500,000 shares of common stock (approximately 99% of the issued and outstanding common stock of the Company).
●Concurrent with the closing of the Merger Agreement, 4,394,044 shares of common stock were issued to EIH’s majority shareholder and officer, for the satisfaction of obligations payable to him; and
●Immediately after the closing of the Merger Agreement, ISA merged with EIH, and EIH adopted ISA’s business plan and changed its name to Eurosport Active World Corp. (“EAWC”). Further, upon completion of the merger, the prior officers and directors of EIH resigned and the current officers and directors of the Company were appointed to their positions.

This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes.

ISA was a development stage company, incorporated on February 24, 2005 in the State of Florida. Through December 31, 2012, the Company had been primarily engaged in the promotion, development and commercialization of green technologies. In view of the increased demand of water and energy, the Company began to focus on water generation, water purification, and green energy production (Waste to Energy); acquiring and licensing the rights to sell and produce related technologies and securing through collaboration with Green Tech research and developments centers in Europe, the research and development, technical maintenance, education and training related to the technology.

During 2012, the Company agreed to issue an aggregate of 25,300,000 shares of common stock in connection with its acquisitions of Powermax Energy & Business Solution, Inc. (“Powermax Energy”), Powermax Green Technologies, LLC (“Powermax Green Technologies”), Green Environmental Management LLC (“GEM”); Swiss Green Solutions, Srl (“Swiss Green Solutions”) and International Supply & Support-African Sunlight-Solstrom (“African Sunlight”). The latter entities were inactive and except for “African Sunlight” were acquired from current officers and directors of the Company, consequently, any net assets acquired were recorded at a nominal amount, which approximated the transferor’s historical cost basis.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(continued)

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of EAWC and its wholly-owned subsidiaries, Powermax Energy, Powermax Green Technologies, GEM, Swiss Green Solutions and African Sunlight. All significant inter-company transactions and accounts have been eliminated in consolidation.

Interim Condensed Consolidated Financial Statements

The interim condensed consolidated financial statements presented herein have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements. In the opinion of management, all adjustments (consisting only of those of a normal recurring nature) which are necessary to provide a fair presentation of financial position as of September 30, 2015 and the related operating results and cash flows for the interim periods presented have been made. The results of operations for the period presented are not necessarily indicative of the results to be expected for future periods or for the year ending December 31, 2015.

Use of Estimates

The preparation of consolidated 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 consolidated financial statements include estimates relating to the determination of impairment of assets, the useful life of property and equipment, the determination of the fair value of stock-based payments, and the recoverability of deferred income tax assets.

Development Stage Company

Effective June 10, 2014, the Financial Accounting Standards Board (“FASB”) changed its reporting requirements with respect to Development Stage Entities with the issuance of Accounting Standards Update (“ASU”) 2014-10. As a result, certain additional disclosures, previously applicable under Accounting Standards Codification (“ASC”) 915-205 “Development Stage Companies”, will no longer be required for annual reporting periods beginning after December 15, 2014 for public entities. Since the literature does permits early adoption of these new provisions, the Company has elected early adoption for all periods presented. Consequently, the Company does not present results of operations and changes in equity since inception and does not identify its financial statements as those of a development stage company.

Property and Equipment

Property and equipment consists of furniture and office equipment, and is stated at cost less accumulated depreciation. Depreciation is determined by using the straight-line method over the estimated useful lives of the related assets, generally five to seven years.

Long-Lived Assets

The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. There were no impairment charges during the nine months ended September 30, 2015 and 2014.

Fair Value of Financial Instruments

The fair values of the Company’s assets and liabilities that qualify as financial instruments approximate their carrying amounts presented in the accompanying condensed consolidated financial statements at September 30, 2015 and December 31, 2014.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(continued)

Note 2. Summary of Significant Accounting Policies (continued)

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of the valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized.

In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would then be recorded if the Company determined it is more likely than not that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable.

As of September 30, 2015 and December 31, 2014, the Company does not believe any uncertain tax positions exist that would result in the Company having a liability to the taxing authorities. The Company’s policy is to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and general and administrative expense, respectively, in the consolidated statements of operations. The Company’s tax returns for the years ended 2012 through 2014 are subject to examination by the federal and state tax authorities.

Stock-Based Payments

The Company applies the fair value method of ASC 718, “Share Based Payment” in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock based compensation at the markets price for the Company’s common stock and other pertinent factors at the grant date.

The Company accounts for transactions in which services are received in exchange for stock based on the fair value of such services received from non-employees, in accordance with ASC 505-50, "Equity Based Payments to Non-employees."

The Company measures the fair value of the equity instruments issued based on the market price of the Company’s stock at the time services or goods are provided.

Loss Per Common Share

Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period.  Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method. When a loss from operations exists, potential common shares are excluded from the computation of diluted EPS because their inclusion would result in an anti-dilutive effect on per share amounts.

For the nine months ended September 30, 2015 and 2014, 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.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(continued)

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 Company’s future consolidated financial statements.  The following are a summary of recent accounting developments.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810)—Amendments to the Consolidation Analysis (“ASU 2015-02”)”, which provides guidance on evaluating whether a reporting entity should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. A reporting entity may apply the amendments using a modified retrospective approach or a full retrospective application. The Company is currently evaluating the impact, if any, that adopting ASU 2015-02 will have on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (“ASU 2014-09”)”. The core principle of ASU 2014-09 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 in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue-recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance throughout the industry topics of the accounting standards codification. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently evaluating the approach for implementation and the potential impact of adopting this guidance on its consolidated financial statements.

Note 4. Going Concern

The Company has accumulated operating losses since inception (June 24, 2005) through September 30, 2015 of $14,263,280. During the nine months ended September 30, 2015 and 2014, the Company incurred net losses of $1,903,957 and $921,093, respectively, and had working capital deficits of $1,765,566 and $2,061,033 as of September 30, 2015 and December 31, 2014, respectively.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern depends upon its ability to obtain funding to finance operating losses until the Company is profitable. The Company expects to be financed through equity capital, debt financing, or from deposits related to future purchase orders.

In the event the Company 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 outcome of these uncertainties.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(continued)

Note 5. Related Party Transactions and Balances

Due to officers

Amounts due to officers as of September 30, 2015 and December 31, 2014 are comprised of the following:

  2015  2014 
Ralph Hofmeier:      
Unsecured advances due to officer $8,411  $24,161 
Accrued salaries  537,500   425,000 
Total due to Ralph Hofmeier  545,911   449,161 
         
Irma Velazquez:        
Unsecured advances due to officer  41,767   40,109 
Accrued salaries  537,500   425,000 
Total due to Irma Velazquez  579,267   465,109 
  $1,125,178  $914,270 

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

Accrued salaries represent amounts accrued in accordance with the employment agreements for the Company’s Chief Executive Officer and Chief Operating Officer (See Note 8).

Due to affiliate

Due to affiliate is comprised of the following as of September 30, 2015 and December 31, 2014:

  2015  2014 
Swiss Water Tech Research and Development, S.A.      
Royalty fees under Technology Transfer and License Agreement $-  $- 
International Service Contract fees  192,000   529,436 
  $192,000  $529,436 

Effective February 1, 2013, and as amended on June 29, 2015, the Company entered into an exclusive Technology Transfer Agreement and License Agreement (the “Technology Transfer and License Agreement”) for a period of ten years with Swiss Water Tech Research & Development S.A. (SWATE), an entity owned and controlled by the Company’s Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: (a) will transfer to the Company the license to manufacture products developed by SWATE; (b) all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and (c) will grant the Company the use of certain related trademarks. If the Company generates revenue as a result of the products and licenses related to the Technology Transfer and License Agreement, the Company is to pay to SWATE a minimum annual royalty fee stipulated in the agreement plus five percent of revenue generated. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015, accordingly, the Company does not owe license fees to SWATE pursuant to this agreement.

Effective February 1, 2013, the Company also entered into an International Service Contract with SWATE (the “SWATE Service Contract”). Under this agreement, SWATE will provide operations management, engineering and technical services to the Company. The SWATE Service Contract has a term of five years, and provides for a monthly service fee of $35,000, plus out-of-pocket expenses. During the nine months ended September 30, 2015 and 2014 the Company accrued $315,000. During the nine months ended September 30, 2015 the Company paid $687,436 ($138,406 in cash and $549,030 in common stock) pursuant to this agreement.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(continued)

Note 5. Related Party Transactions and Balances (continued)

On April 1, 2013, the Company signed an agreement with SWATE, which authorizes SWATE to collect on behalf of the Company, payments made by investors on sales of Company stock. According to the agreement, the proceeds collected by SWATE can be used by SWATE to pay down amounts due from the Company for royalties and or service fees pursuant to the above agreements. During the nine months ended September 30, 2015 and the year ended December 31, 2014, SWATE collected and applied against amounts due from the Company approximately $0 and $120,400 respectively from amounts received from investors.

SWATE is a Swiss research and development company with access to patents and certain scientific and technical resources. As a result of the above agreements, the Company has a variable implicit interest in SWATE, however it is not its primary beneficiary, does not provide any explicit or implicit financial support and therefore does not consolidate SWATE’s financial statements in its condensed consolidated financial statements.

Due from affiliate

During the nine months ended September 30, 2015 and the year ended December 31, 2014, the Company advanced funds to its affiliate, EAWC Technologias Verdes, S.A. The amounts advanced of $56,134 and $80,758, respectively, have been offset by an allowance for doubtful collection since the affiliate does not currently have the ability to generate revenues or repay the Company.

Note 6. Stockholders’ Deficit

Common Stock

During the nine months ended September 30, 2015 the Company issued 11,695,555 shares of common stock as follows:

●1,886,040 shares to various investors at prices ranging from $0.05 to $1 per share for a total of $457,433. Of the stock issued, $146,750 was received prior to December 31, 2014; $152,500 was collected during the three months ended March 31, 2015; $135,683 was collected during the three months ended June 30, 2015 and $22,500 was collected during the three months ended September 30, 2015.
●535,000 shares to various consultants for services at $0.50 to $0.70 per share for a total of $272,510. The services are paid in advance and are rendered over 12 months commencing April 2015.
●9,000,000 shares were issued to a founder and officer at $0.10 for a value of $900.000.
●274,515 shares were issued to SWATE, an affiliate, during the three months ended September 30, 2015 in satisfaction of outstanding debt of $549,030.

Note 7. Stock Option Plan

On January 2, 2012, the Company’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 5,000,000 shares of the Company’s common stock.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(continued)

Note 7. Stock Option Plan (continued)

A summary of information regarding the Company’s common stock options outstanding is as follows for the periods presented:

        Weighted 
        Average 
     Weighted  Remaining 
  Number of  Average  Contractual 
  Shares  Exercise Price  Term (Years) 
2015         
Outstanding at December 31, 2014  2,200,000   0.10   6.0 
Issued  -   -   - 
Exercised  -   -   - 
Outstanding at September 30, 2015  2,200,000  $0.10   5.3 
             
2014            
Outstanding at December 31, 2013  2,200,000  $0.10   7.0 
Issued  -   -   - 
Exercised  -   -   - 
Outstanding at September 30, 2014  2,200,000  $0.10   6.3 

The above outstanding options were granted to a former Company executive. Of these options, 1,900,000 shares were vested and exercisable at September 30, 2015. During the nine months ended September 30, 2015 and 2014, the Company recognized stock-based compensation expense of approximately $9,000, related to stock options. The weighted-average grant date fair value of each option was estimated to approximate $.05 per share using the Black Scholes valuation methodology. As of September 30, 2015 and 2014, there was approximately $15,000 and $27,000 respectively of total unrecognized compensation costs related to non-vested stock options, which is to be recognized over the next two years.

The fair value of stock options granted of $0.05 per share was calculated using the Black-Scholes option pricing model based on the following assumptions; risk free interest rate of 1.89%, expected volatility of 317.38%, expected option terms of 9.08 years and no expected dividend yield.

Expected volatility is based on historical volatility of the Company and other comparable companies. Short Term U.S. Treasury rates were utilized. The expected term of the options was calculated using the alternative simplified method, which defines the expected life as the average of the contractual term of the options and the weighted average vesting period for all option tranches.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(continued)

Note 7. Stock Option Plan (continued)

The following table summarizes the activity of non-vested employee stock options for the periods presented:

  Number of
Non-Vested Shares		  Weighted- Average
Grant Date Fair Value		 
2015        
Outstanding at December 31, 2014  480,000  $24,000 
Granted  -   - 
Vested  180,000   9,000 
Forfeited  -   - 
Outstanding at September 30, 2015  300,000  $15,000 
         
2014        
Outstanding at December 31, 2013  720,000  $36,000 
Granted  -   - 
Vested  180,000   9,000 
Forfeited  -   - 
Outstanding at September 30, 2014  540,000  $27,000 

Note 8. Commitments and Contingencies

Commitments

Agreements with SWATE

As discussed in Note 5, effective February 1, 2013, the Company entered into a ten year Technology Transfer and License Agreement with SWATE. In accordance with the Technology Transfer and License Agreement, if the Company generates revenue as a result of the products and licenses related to the agreement, the Company is to pay SWATE an annual fee stipulated in the agreement plus 5% of revenue generated. If revenue is not generated, future minimum royalty fees are as follows: during the first year: $542,000; during the second year: $1,000,000; and during the third and succeeding years: $2,000,000. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015. On February 1, 2013, the Company also entered into a five year international service agreement with SWATE for a monthly fee of $35,000, plus out-of-pocket expenses

Employment Agreements

The Company 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 Company will 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.  The Employment Agreements each have initial terms of ten (10) years and are automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew.  

Contingencies

From time to time, the Company 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 Company’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.

Note 9. Subsequent Events

The Company has evaluated these financial statements for subsequent events through February 12, 2016, the date these financial statements were available to be issued. Management is not aware of any events that have occurred subsequent to the balance sheet date that would require adjustment to or disclosure in the financial statements.

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EUROSPORT ACTIVE WORLD CORPORATION

21,747,348 SHARES OF COMMON STOCK

_____________________

PROSPECTUS

_____________________

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until February 10, 2016, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is February 12, 2016

Table of Contents

PART II   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Securities and Exchange Commission Registration Fee $220.05 
Transfer Agent Fees* $800.00 
Accounting fees and expenses* $3.000.00 
Legal fees and expenses* $3.500.00 
Blue Sky fees and expenses* $ 
Total* $7.520,05 

* Estimated

Item 14. Indemnification of Directors and Officers.

Our directors and officers are indemnified as provided by the Florida corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

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Item 15. Recent Sales of Unregistered Securities.

 

During the year ended December 31, 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. These common shares were issued on July 4, 2022.

From January 1, 2022 through March 31, 2022, the Company has issued 14,953,000 common shares related to subscriptions outstanding at December 31, 2021 for total cash consideration of $747,650.

From April 1, 2022 through June 30, 2022, the Company has issued 8,527,947 common shares related to subscriptions outstanding at March 31, 2022 for total cash consideration of $437,450.

Shares issued pursuant to 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 at a fair value of $80,000.

On January 26, 2022, the Company entered into a Securities Purchase Agreement with an investor. As of March 31, 2022, 2,000,000 common shares were issued pursuant to this agreement for a purchase price of $300,000. In the third quarter of 2022, an additional 4,023,368 common shares were issued pursuant to ELOC for a purchase price of $450,000.

In the fourth quarter of 2022, the Company issued an additional 5,064,421 shares of the Company’s common stock pursuant to the ELOC for a purchase price of $187,000.

II-1 

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 Company’s common stock to a vendor 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.

On August 11, 2022, the Company issued 600,000 shares of the Company’s common stock to a vendor for services valued at $79,500.

On September 9, 2022, the Company issued 227,273 shares of the Company’s common stock to a vendor for services valued at $50,000.

The Company claimed ansecurities described above were issued in reliance upon the exemption from the registration requirements of the Securities Act, of 1933, as amended (the “Act”) for these securities pursuant toset forth in Section 4(2)4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction didrelative to transactions by an issuer not involve ainvolving any public offering, to the Investorextent an exemption from such registration was a “sophisticated investor”, an “accredited investor” and/or qualified institutional buyers,required. The recipients of the Investor had access to information aboutsecurities in the Company and its investment, the Investor tooktransactions described above acquired the securities for their own account for investment purposes only and not resale,with a view to, or for sale in connection with, any distribution thereof. Appropriate legends were affixed to the instruments representing such securities issued in such transactions.

Subsequent Events and we took appropriate measuresIssuances

On January 10, 2023, the Company issued 1,584,427 shares of common stock to restrictTysadco Partners LLC at a per share price of $0.025 pursuant to that certain January 26, 2022 Purchase Agreement wherein the transferparties established a two-year Equity Line of Credit (ELOC). The purchase price under the ELOC is equal to 85% of the securitiestwo lowest individual VWAP during the five trading days immediately prior to the Company’s put notice.

 

Between 2012On January 18, 2023, the Company issued an aggregate 6,250,000 shares of common stock to Gary Rodney at a per share price of $0.02 in full satisfaction of all accrued but unpaid amounts payable for services as interim chief financial officer pursuant to that certain Consulting Agreement by and 2015 webetween InfoQuest Technology, Inc. and the Company dated June 2, 2021.

On January 18, 2023, the Company issued an aggregate 702,523 shares of common stock to Ralph Hofmeier at a per share price of $0.05 in full satisfaction of all accrued but unpaid amounts payable pursuant to that certain Employment Agreement by and between Ralph Hofmeier and the Company dated August 4, 2022.

On January 18, 2023, the Company issued 1,397,787 shares of common stock to Tysadco Partners LLC at a per share price of $0.026 pursuant to that certain January 26, 2022 Purchase Agreement wherein the parties established a two-year Equity Line of Credit (ELOC). The purchase price under the ELOC is equal to 85% of the two lowest individual VWAP during the five trading days immediately prior to the Company’s put notice.

II-2 

On January 30, 2023, the Company issued 1,329,345 shares of common stock to Tysadco Partners LLC at a per share price of $0.038 pursuant to that certain January 26, 2022 Purchase Agreement wherein the parties established a two-year Equity Line of Credit (ELOC). The purchase price under the ELOC is equal to 85% of the two lowest individual VWAP during the five trading days immediately prior to the Company’s put notice.

On January 30, 2023, Energy and Water Development Corp. (the “Company”) executed an engagement letter (the “Engagement Letter”) with AOB Accounting and Consultancy Services Company Limited pursuant to which Mr. Amedeo Montonati, age 30, will provide services to the Company as its Chief Financial Officer. Prior to taking this position with the Company, Mr. Montonati was a Senior Administrative Consultant at Hawksford Group in Hong Kong from 2018 to 2021 and since then has served as an associate director at AOGB Professional Services Group and as Interim CFO at Brera Holdings PLC. Mr. Montonati holds an MBA from University of South Australia, Hong Kong. The Engagement Letter has an initial term of six months that can be extended by mutual agreement of the parties. The Engagement Letter sets forth the material terms and conditions of his engagement, including compensation. Additionally, the Engagement Letter includes certain restrictive covenants that generally prohibit him from disclosing information that is confidential to the Company.

On February 14, 2023, the Company issued 999,429 shares of common stock to Tysadco Partners LLC at a per share price of $0.0824 pursuant to that certain January 26, 2022 Purchase Agreement wherein the parties established a two-year Equity Line of Credit (ELOC). The purchase price under the ELOC is equal to 85% of the two lowest individual VWAP during the five trading days immediately prior to the Company’s put notice.

On February 14, 2023, the Company issued 250,000 shares of common stock to investors at a purchase price of $0.10 per share for a total value of 28,126,863$25,000.

On February 17, 2023, the Company issued 125,000 shares of common stock to investors at a purchase price of $0.10 per share for a total value of 67 shareholders in exchange for cash, services and products. These issuances were exempt from registration under Section 4(2).$12,500.

 

Table Regarding Recent Sales of Unregistered Securities

Date of Sale(1) Title of Security Amount of
Securities Sold/Issued		  Aggregate
Offering Price(2)		  Consideration
Other Than
Cash(3&4)		 Total Value of Services
Rendered(5)		 
              
2012 Common Stock  25,646,197  $275,170  Services Assets $143,670 
             $50,000 
                 
2013 Common Stock  18,772,527  $6,6569,673  Services Assets $33,668 
             $6,050,000 
                 
2014 Common Stock  793,116  $983,603  Services Assets $325,128 
             $0 
                 
2015 Common Stock  11,695,555  $1,278,973  Services Assets $272,510 
             $549,030 

(1)The sale of unregistered securities occurred in a series of transactions in the years 2012, 2013, 2014 and 2015. Accordingly, we have included the information required by Item 701 by totals for such periods as suggested by the Instructions to Item 701.
(2)The number of shares of our common stock that were issued for cash is: 153,197 - 2012; 1,689,916 - 2013; 431,713 - 2014; and 1,886,040 - 2015.

(3)The number of shares of our common stock that were issued for services rendered to the Company is: 193,000 - 2012; 32,611 – 2013; 361,403 - 2014; and 9,809,515 - 2015.
(4)The number of shares of our common stock that were issued for assets rendered to the Company is: 25,300,000 - 2012; 17,050,000 – 2013; 0 - 2014; and 274,515 - 2015.
(5)The value of the services rendered in exchange for the issuance of our shares of common stock was negotiated on a private basis with each of the individuals and/or entities that provided such services.

Item 16. Exhibits and Financial Statement Schedules.

 

EXHIBIT INDEX

Exhibit NumberDescription
3.1Articles of Incorporation  (Previously file)
3.2By-Laws  (Previously file)
5.1Opinion of Hunt Law – Law Office of Clifford J. Hunt, P.A. (Previously file)
10.01License Agreement with Swiss Water Tech Research and Development S.A. (Previously file)
10.02International Services Contract with Swiss Water Tech Research and Development S.A. (Previously file)
10.03Employment Agreement with Ralph M. Hofmeier (Previously file)
10.04Employment Agreement with Irma Velazquez (Previously file)
23.1Consent of Mallah Furman, Independent Registered Public Accounting Firm
23.2Consent of Counsel (to be filed as Exhibit 5.1)

     Incorporated by Reference Filed or Furnished
Exhibit # Exhibit Description  Form Date Filed  Exhibit # Herewith
             
3.1 Amended and Restated Articles of Incorporation of Energy and Water Development Corp.  8-K 1/31/2020  3.1  
3.2 Articles of Amendment to Articles of Incorporation of Energy and Water Development Corp.  S-8 10/28/2022  3.2  
3.3 Bylaws of Energy and Water Development Corp.  S-1 10/7/2015  3.2  
4.1 Registration Rights Agreement by and between Energy and Water Development Corp. and Tysadco Partners, LLC dated January 26, 2022  S-1 5/31/2022  4.1  
5.1 Legal Opinion of di Santo Law PLLC  S-1 1/23/2023  5.1  
10.1 Technology Transfer Agreement & License Agreement by and between Swiss Water Tech Research and Development S.A and Eurosport Active World Corp dated February 1, 2013  S-1 10/7/2015  10.1  
10.2 ± Employment Agreement by and between Energy and Water Development Corp. and Ralph Hofmeier dated August 4, 2022  8-K 8/4/2022  10.1  

 

II-3 II-2
 

Table of Contents

10.3 ± Employment Agreement by and between Energy and Water Development Corp. and Irma Velazquez dated August 4, 2022  8-K 8/4/2022  10.2  
10.4 Addendum to Technology Transfer and License Agreement dated January 29, 2016 to License Agreement with Swiss Water Tech Research and Development S.A.  S-1 8/1/2018  10.6  
10.5 Independent Contractor Agreement dated March 15, 2015 by and between Eurosport Active World Corp. and EAWC Tecnologias Verdes SA de CV  S-1/A 10/15/2018  10.10  
10.6 Addendum to Independent Contractor Agreement dated March 15, 2017 by and between Eurosport Active World Corp. and EAWC Tecnologias Verdes SA de CV  S-1/A 10/15/2018  10.11  
10.8 Sales Contract for a Solar Powered Atmosphere Water Generation System by and between Eurosport Active World Corp and His Will Innovations LTD dated April 10, 2019  S-1 5/31/2022  10.8  
10.9 Amendment to Purchase and Sales Agreement by and between Energy and Water Development Corp. and EAWC Tecnologias Verdes SA de CV dated November 17, 2020  S-1 5/31/2022  10.9   
10.16 ± Consulting Agreement by and between InfoQuest Technology, Inc. and Energy and Water Development Corp. dated June 2, 2021  S-1  5/31/2022  10.16   
10.17± Energy and Water Development Corp. 2022 Long Term Incentive Plan  S-8 10/28/2022  4.1  
10.18± Engagement Letter entered into as of January 30, 2023 by and between AOB Accounting and Consultancy Services Company Limited and Energy and Water Development Corp.  8-K 2/1/2023  10.1  
14.1 Code of Ethics  8-K 9/14/2022  14.1  
21.1 List of Subsidiaries of the Registrant  S-1 1/23/2023  21.1  
23.1 Consent of TAAD LLP, independent registered public accounting firm         Filed
23.2 Consent of di Santo Law PLLC (included in Exhibit 5.1)  S-1 1/23/2023  5.1  
107 Filing Fees  S-1 1/23/2023  107  

 

± Management contract or compensatory plans or arrangements.

Item 17. Undertakings.

 

(A) The undersigned Registrant hereby undertakes:

 

(1) 
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

II-4 

 

i.    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(2)That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

ii.   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the State of Florida,Hamburg, Germany, on February 12, 2016.April 7, 2023.

 

 EUROSPORT ACTIVE WORLD CORPORATIONENERGY AND WATER DEVELOPMENT CORP.
  
 By:/s/ Ralph HofmeierIrma Velazquez
  Ralph HofmeierIrma Velazquez
  Chief Executive Officer

(Principal Executive Officer)

 

POWER OF ATTORNEY

Each officer and director of Energy and Water Development Corp. whose signature appears below constitutes and appoints Ralph Hofmeier and Irma Velazquez, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments, including any post-effective amendments and supplements to this Registration Statement, and any additional Registration Statement filed pursuant to Rule 462, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * *

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement onAmendment No. 1 to Form S-1 has been signed by the following persons in the capacities indicated on February 12, 2016.April 7, 2023.

 

Signature Title
/s/ Ralph HofmeierPresident, Chief Executive Officer, Director, and
 Ralph HofmeierChairman (Principal Executive Officer)
   
/s/ Irma Velazquez Chief OperatingExecutive Officer Director and Vice Chairman of the Board
Irma Velazquez Vice-Chairman(Principal Executive Officer)
/s/ Ralph HofmeierChairman of the Board and Chief Technology Officer
Ralph Hofmeier
/s/ Amedeo MontonatiChief Financial Officer
Amedeo Montonati

(Principal Financial Officer and Principal Accounting Officer)

 

 

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