SEC Info - Energy & Water Development Corp.

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		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Changes in Stockholders' Deficit Condensed Consolidated Statements of Operations and Comprehensive Loss Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Notes to Condensed Consolidated Financial Statements Signatures
1	1st Page – Filing Submission
"	Item 1
"	Condensed Consolidated Balance Sheets
"	Condensed Consolidated Statements of Operations and Comprehensive Loss
"	Condensed Consolidated Statements of Changes in Stockholders' Deficit
"	Condensed Consolidated Statements of Cash Flows
"	Notes to Condensed Consolidated Financial Statements
"	Item 2
"	Item 3
"	Item 4
"	Item 1A
"	Item 5
"	Item 6
"	Signatures

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

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ i No ☒

The number of shares outstanding of the registrant’s classes of common stock as August 2, 2022 was i 174,930,002 shares.

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

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

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

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

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

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

Results of Operations for the Three Months ended June 30, 2022 Compared to the three Months ended June 30, 2021

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

General and administrative expense increased by $277,890 to $435,239 for the three months ended June 30, 2022 from $157,349 for the three months ended June 30, 2021.

The increase in general and administrative expenses was primarily due to an increase in professional fees of $155,578, officer’s salaries of $40,759, and other general and administrative expenses by $77,115, offset by a decrease in marketing fees of $1,935.

The Company had other expense of $98,875 for the three months ended June 30, 2022 compared to other expense of $246,132 for the three months ended June 30, 2021. The decrease in expense is primarily the result of a reduction in interest expense of $118,011 and reduction in change in fair value of derivative by $126,855 offset by an increase in other expense of $97,609, which mostly consists of foreign transaction adjustments.

Net loss decreased by $130,633 to $534,114 for the three months ended June 30, 2022 from $403,481 for the three months ended June 30, 2021. This increase was attributable to the net increases and decreases as discussed above.

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

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

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

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

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

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

We had $57,751 cash and a working capital deficit of $288,217 at June 30, 2022. Our operating and capital requirements in connection with supporting our operations will continue to be significant. Since inception, our losses from operations and working capital requirements have been satisfied through the deferral of payment for services performed by our founders and related parties discussed more fully below.

We have sustained operating losses since our operations began. At June 30, 2022, we had an accumulated deficit of $23,288,217. The Company cannot predict how long it will continue to incur further losses or whether it will ever become profitable as this is dependent upon the reduction of certain expenses and success in obtaining more project contracts, among other things. These conditions raise substantial doubt about the entity’s ability to continue as a going concern.

We have satisfied our cash and working capital requirements in the six months ended June 30, 2022, through the sale of common stock.

We used $1,024,258 of cash in our operating activities in 2022 compared to $633,395 used in 2021. The increase in cash used of $390,863 includes a net loss of $892,824, offset by non-cash expenses of $97,879 principally related to amortization of debt discount and deferred financing costs of $63,296, depreciation expense of $4,767, foreign transaction adjustments of $134,869, and common stock issued for services of $138,600, offset by a change in fair value of derivative liability of $243,653, as well as cash used in working capital items in the amount of $229,313 principally related to an increase in inventory of $278,021 and a decrease in accounts payable and accrued expenses and due to related party of $61,218, offset by an increase in due to officers of $31,743, a decrease in prepaid expenses and other current assets of $78,183.

The Company used $79,289 in cash from financing activities to purchase property and equipment.

We received $591,000 (2022) and $887,121 (2021) in cash provided from financing activities. The net decrease of $296,121 is due primarily to a $369,500 decrease in financing through issuance of convertible loans, a $54,500 increase in payments of convertible loans payable, and a $24,000 decrease due to costs associated entering the equity line of credit, offset by an increase of $151,879 from proceeds from the sale of stock and subscriptions.

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

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 further issuances of other securities in sufficient quantities that we will be able to meet our working capital requirement from these possible sources. Additional issuances of equity or convertible debt will result in dilution to our current shareholders.

We 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 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 its engineering and technical consultancy services, project management, sale of our patent filed Self Sufficient Power Supply Atmosphere Water Generation Systems (eAWGs) Solar Energy Generation Systems and Energy Management Systems, royalties from the commercialization of energy and water in certain cases, and revenues from the licensed innovated technologies.

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 its engineering and technical consultancy services, project management, sale of our Patent filed Self Sufficient Power Supply Atmosphere Water Generation Systems (eAWGs), Solar Energy Generation Systems, and Energy Management Systems, royalties from the commercialization of energy and water in certain cases, and revenues from the licensed innovated technologies.

The Company entered into employment agreements with each of Mr. Hofmeier, its President, Chief Executive Officer and Chairman of the Board, and Ms. Velazquez, its Chief Operating Officer and Vice-Chairman (together, the “Employment Agreements”), effective January 1, 2012. Under the Employment Agreements, the Company agreed to pay each of Mr. Hofmeier and Ms. Velazquez an annual base salary of $125,000 during the first year and $150,000 during the second year and forward. Any increase to the annual base salary after the second year is subject to approval by the company’s Board of Directors. Each Employment Agreement has an initial term of ten (10) years and is automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew. The Company also entered into employment agreement with 4 other employees, effective on the 3rd quarter of 2021.

The next operational step to accomplish is to achieve sufficient sales volume to yield positive a net income. Due to the timing of the project build out, the Company has not currently recorded any revenue and consequently has incurred operating losses since it began operations (December 2012) totaling $23,288,217 at June 30, 2022. During the three and six months ended June 30, 2022, the Corporation incurred net losses of $534,114 and $892,824, respectively. The Company also had a working capital deficit of $288,217 at June 30, 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 amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business and availability to sufficient resources.

At the filling date of this report, management plans to conclude the sales in Germany and in other regions of the world further the received approved proposals, which would bring a growing revenue. Managements plans to expand the sales operations by greater market penetration of the Agriculture, Industrial and Community development market with its water and energy generation, innovative solution, this to make sales operations to continue to expand. Management also plans to raise additional funds during 2022; through the issuance of equity securities and from deposits related to purchases orders on proposals pending customer acceptance as well, if necessary, loans from management and third-party lender. Management also plans to defer expenses by centralizing assembling, logistic and administration operations expenses. By doing so, the company would identify a bigger place to use as self-sufficient energy supply warehouse to be able to centralize the storage of supplies, while securing its inventory, this would reduce the costs of the assembling and the administrative operations, the company would acquire its own electrical trucks as well, to reduce cost of transportation of supplies.

The ability of the 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.

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 lead us as well to considering the changes in consumer behavior and demand, purchasing patterns, re-routing of the supply chain, dynamics of current market forces, and the significant interventions of governments; Disruptive activities could include the temporary closure of our manufacturing facilities and those used in our supply chain processes, restrictions on the export or shipment of our products, significant cutback of ocean container delivery from Germany, business closures in impacted areas, and restrictions on our employees’ and consultants’ ability to travel and to meet with customers. The extent to which COVID-19 impacts our results will depend on future developments, which still uncertain and cannot be 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 and management response, workforce, operation and supply chain, finance and liquidity, tax, trade and regulatory, as well as strategy and brand.

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

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

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

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) as of December 31, 2021. This evaluation was carried out by our Principal Executive Officer and our Principal Finance Officer. Based on that evaluation, our Principal Executive Officer and our Principal Finance Officer concluded that, as of June 30, 2022, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses, which have caused management to conclude that, as of June 30, 2022, our disclosure controls and procedures were not effective:

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

We intend to implement changes to strengthen our internal controls in addition to the enhanced controls discussed above. We are in the process of implementing a remediation plan for the identified material weaknesses and we expect that work on the plan will continue throughout 2022, as financial resources permit. Specifically, to address the material weaknesses arising from insufficient accounting personnel, the Company plans to hire a full-time Chief Financial Officer and has secured the services of additional accounting personnel on a consulting basis which begins to address segregation of duties. The Company is currently formalizing its policies and procedures in writing and to improve the integration of its financial reporting system into non accounting departments. Where appropriate, the Company is receiving advice and assistance from third-party experts as it implements and refines its remediation plan.

Additional measures may be necessary, and the measures we expect to take to improve our internal controls may not be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that such material weakness or other material weaknesses would not result in a material misstatement of our annual or interim financial statements. In addition, other material weaknesses or significant deficiencies may be identified in the future. If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected. This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition.

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

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

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

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

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.

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

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

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.

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.

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.

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

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

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

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

Large accelerated filer ☐	Accelerated filer ☐
i Non-accelerated filer ☒	Smaller reporting company i ☒
	Emerging growth company i ☒

		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 and 2021 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three and six months ended June 30, 2022 and 2021 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	24

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
SIGNATURES		27


	June 30,			December 31,
	2022			2021
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	i 57,751		$	i 589,668
Accounts receivable		i 54,982			i 55,169
Inventory		i 447,775			i 196,553
Prepaid expenses and other current assets		i 324,705			i 432,082
TOTAL CURRENT ASSETS		i 885,213			i 1,273,472

Property and equipment, net		i 76,227			i 3,834
Operating lease right-of-use asset		i 106,014			i 49,432

TOTAL ASSETS	$	i 1,067,454		$	i 1,326,738

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	i 940,858		$	i 941,309
Accounts payable – related party		i 55,697			i 124,370
Convertible loans payable, net of discounts		i 39,999			i 176,703
Due to officers		i 53,668			i 17,485
Derivative liability		i —			i 354,160
Current portion of operating lease liability		i 83,208			i 39,148
Common stock subscriptions liability		i —			i 377,350
TOTAL CURRENT LIABILITIES	$	i 1,173,430		$	i 2,030,525

Operating lease liability, net of current portion		i 22,806			i 10,283
TOTAL LIABILITIES		i 1,196,236			i 2,040,808

COMMITMENTS AND CONTINGENCIES (Note 14)		i —			i —

STOCKHOLDERS' DEFICIT:
Preferred stock, par value $ i i .001 / per share; i i 500,000,000 / shares authorized, i i i i 9,780,976 / / / shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		i 9,781			i 9,781
Common stock, par value $ i i .001 / per share; i i 1,000,000,000 / shares authorized, i i 173,019,421 / and i i 143,840,643 / shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		i 173,019			i 143,840
Common stock subscriptions, i 1,000,000 and i 15,855,000 shares at June 30, 2022 and December 31, 2021, respectively		i 150,000			i 792,745
Additional paid in capital		i 22,811,646			i 20,777,401
Accumulated deficit		( i 23,288,217	)		( i 22,395,393	)
Accumulated other comprehensive loss		i 14,989			( i 42,444	)
TOTAL STOCKHOLDERS' DEFICIT		( i 128,782	)		( i 714,070	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	i 1,067,454		$	i 1,326,738

Energy & Water Development Corp. – ‘10-Q’ for 6/30/22

On: Thursday, 8/11/22, at 4:53pm ET · For: 6/30/22 · Accession #: 1553350-22-660 · File #: 0-56030

Previous ‘10-Q’: ‘10-Q’ on 5/10/22 for 3/31/22 · Next: ‘10-Q’ on 11/8/22 for 9/30/22 · Latest: ‘10-Q’ on 1/12/24 for 9/30/23 · 1 Reference: By: Energy & Water Development Corp. – ‘S-8’ on 10/28/22

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing


	For the Six Months Ended
	June 30,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	( i 892,824	)	$	( i 837,533	)
Reconciliation of net loss to net cash used in operating activities
Amortization of debt discount and deferred financing costs		i 63,296			i 515,147
Depreciation expense		i 4,767			i —
Change in fair value of derivative liability		( i 243,653	)		( i 183,493	)
Stock issued for services		i 138,600			i 165,000
Foreign transaction adjustments		i 134,869			i 1,057
Changes in operating assets and liabilities:
Inventory		( i 278,021	)		( i 25,228	)
Prepaid expenses and other current assets		i 78,183			( i 148,419	)
Accounts payable and accrued expenses		i 7,455			( i 109,962	)
Due to related party		( i 68,673	)		i —
Due to officers		i 31,743			( i 9,964	)
CASH USED IN OPERATING ACTIVITIES		( i 1,024,258	)		( i 633,395	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		( i 79,289	)		i —

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible loans payable		i —			i 369,500
Payments of convertible loans payable		( i 150,000	)		( i 95,500	)
Costs associated with equity line of credit		( i 24,000	)		i —
Proceeds from sale of common stock		i 315,000			i 613,121
Proceeds from common stock subscriptions		i 450,000			i —
CASH PROVIDED BY FINANCING ACTIVITIES		i 591,000			i 887,121

Effect of exchange rate changes on cash		( i 19,370	)		( i 3,906	)

Net change in cash		( i 531,917	)		i 249,820

Cash beginning of period		i 589,668			i 12,047

Cash end of period	$	i 57,751		$	i 261,867

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	i 67,940		$	i 28,864
Cash paid for taxes	$	i —		$	i —

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for interest and fees	$	i 3,222		$	i 3,441
Common stock issued to convert loans payable	$	i 50,000		$	i 66,000
Derivative liability discount	$	i —		$	i 730,280
Derivative liability settled upon conversion of debt	$	i 110,507		$	i 67,350
Reclassification of common stock subscription liability to common stock subscriptions	$	i 377,350		$	i —
Right of use asset exchanged for lease liability	$	i —		$	i 79,214
Reclassification of common stock subscriptions to common stock	$	i 747,650		$	i 1,519,000

Schedule of estimated useful lives
	Useful Life (in years)
Office equipment	i 5
Furniture and fixtures	i 7
Automobile	i 8
Machinery and equipment	i 5

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

Schedule Of Inventories
	June 30,		December 31,
	2022		2021
	(Unaudited)
Work in progress	$	i 447,775	$	i 196,553
Inventory, net	$	i 447,775	$	i 196,553

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

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

Schedule of Accounts Payable and Accrued Liabilities
	June 30, 2022		December 31, 2021
	(Unaudited)

Accounts payable	$	i 226,304	$	i 251,404
Accounts payable – related party		i 55,697		i 124,370
Accrued expenses		i 272,696		i 385,776
Accrued legal costs		i 349,726		i 253,901
Accrued salary		i 92,132		i 50,228
Accounts payable and accrued expenses and accounts payable – related party	$	i 996,555	$	i 1,065,679

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

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

Summary of Quantitative Information
	June 30, 2022	December 31, 2021
	(Unaudited)
Stock price	$ i 0.19 - i 0.20	$ i 0.16 – i 0.45
Exercise price	$ i 0.09 i 0.11	$ i 0.03 – i 0.20
Contractual term (in years)	i 0.64 – i 0.68	i 0.27 – i 1
Volatility (annual)	i 1,313% – i 1,368%	i 149% – i 2,095%
Risk-free rate	i 0.51% – i 0.78%	i 0.04% – i 0.39%

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

	For the Three Months Ended
	June 30,
	2022			2021

GENERAL and ADMINISTRATIVE EXPENSES
Marketing fees	$	352		$	2,287
Officers’ salaries and payroll taxes		123,036			82,277
Professional fees		189,842			34,264
Travel and entertainment		6,373			—
Other general and administrative expenses		115,636			38,521
TOTAL GENERAL and ADMINISTRATIVE EXPENSES		435,239			157,349

LOSS FROM OPERATIONS		(435,239	)		(157,349	)

OTHER INCOME (EXPENSE)
Change in fair value of derivative liability		—			(126,855	)
Other expense		(97,609	)		—
Interest income (expense), net		(1,266	)		(119,277	)
TOTAL OTHER INCOME (EXPENSE)		(98,875	)		(246,132	)

NET LOSS	$	(534,114	)		(403,481	)

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

	Energy and Water Development Corp.

Date: August 11, 2022	By:	/s/ *Irma Velazquez*
		Irma Velazquez
		Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Signature	Title	Date

/s/ *Ralph Hofmeier*	Chief Technology Officer, Director, and	August 11, 2022
Ralph Hofmeier	Chairman of the Board of Directors

/s/ *Irma Velazquez*	Chief Executive Officer (Principal Executive Officer)	August 11, 2022
Irma Velazquez	Director and Vice-Chairman of the Board of Directors


/s/ *Gary Rodney*	Interim Chief Financial Officer	August 11, 2022
Gary Rodney	(Principal Financial and Accounting Officer)

This ‘10-Q’ Filing	Date	Other Filings

	1/1/23
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Filed on:	8/11/22
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