UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarter ended
For the transition period from ________ to ________
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, including Zip Code)
Tel No.:
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
The number of shares outstanding of the registrant’s classes of common stock as September 27, 2021 was shares.
INDEX
| Page | ||
| PART I. FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 1 |
| Condensed Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020 | 1 | |
| Condensed Statements of Operations and Comprehensive Loss for the three months ended March 31, 2021 and 2020 (Unaudited) | 2 | |
| Condensed Statements of Changes in Stockholders' Deficit for the three months ended March 31, 2021 and 2020 (Unaudited) | 3 | |
| Condensed Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (Unaudited) | 4 | |
| Notes to Condensed Financial Statements (Unaudited) | 5 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 19 |
| Item 4. | Controls and Procedures | 19 |
| PART II. OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 21 |
| Item 1A. | Risk Factors | 21 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 21 |
| Item 3. | Defaults Upon Senior Securities | 21 |
| Item 4. | Mine Safety Disclosures | 21 |
| Item 5. | Other Information | 21 |
| Item 6. | Exhibits | 22 |
| SIGNATURES | 23 | |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
The information contained in this Report, including in the documents incorporated by reference into this Report, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our Company and management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the offering on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date hereof.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with our financial statements and the related notes included in this Report.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Energy and Water Development Corp.
Condensed Balance Sheets
| March 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Deferred cost | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred revenue | ||||||||
| Convertible loans payable, net of discounts (Note 6) | ||||||||
| Due to officers (Note 5) | ||||||||
| Derivative liability | ||||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 9) | ||||||||
| STOCKHOLDERS' DEFICIT: | ||||||||
| Preferred stock, par value $ per share; shares authorized, shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | ||||||||
| Common stock, par value $per share; shares authorized, and shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | ||||||||
| Common stock subscriptions | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| TOTAL STOCKHOLDERS' DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | $ | ||||||
See accompanying notes to the condensed d financial statements (unaudited).
| 1 |
Energy and Water Development Corp.
Condensed Statements of Operations and Comprehensive Loss
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2021 | 2020 | |||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||
| Marketing fees | $ | $ | ||||||
| Professional fees | ||||||||
| Officers’ salaries and payroll taxes | ||||||||
| Other general and administrative expenses | ||||||||
| Management fees to affiliate | ||||||||
| Travel and entertainment | ||||||||
| TOTAL GENERAL and ADMINISTRATIVE EXPENSES | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Change in fair value of derivative liability | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| TOTAL OTHER INCOME (EXPENSE) | ( | ) | ||||||
| LOSS BEFORE TAXES | ( | ) | ( | ) | ||||
| TAXES | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| OTHER COMPREHENSIVE LOSS | ||||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| TOTAL OTHER COMPREHENSIVE LOSS | ( | ) | ||||||
| COMPREHENSIVE LOSS | ( | ) | ( | ) | ||||
| Net loss per common share - Basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding - Basic and diluted | ||||||||
See accompanying notes to the condensed financial statements (unaudited).
| 2 |
Energy and Water Development Corp.
Condensed Statements of Changes in Stockholders’ Deficit
(Unaudited)
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Subscriptions | Paid-in | Accumulated | Comprehensive | Stockholders' | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Deficit | |||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2019 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Common and preferred stock issued to satisfy accrued payroll to officers | — | |||||||||||||||||||||||||||||||||||||||
| Conversion of debt | — | — | ||||||||||||||||||||||||||||||||||||||
| Conversion of interest and fees | — | — | ||||||||||||||||||||||||||||||||||||||
| Derivative settled upon conversion of debt | — | — | — | |||||||||||||||||||||||||||||||||||||
| Reclassification of equity to liability for derivatives | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Sale of common stock | — | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for services | — | — | ||||||||||||||||||||||||||||||||||||||
| Common stock issued to satisfy convertible loans payable | — | — | ||||||||||||||||||||||||||||||||||||||
| Common stock issued for interest and fees on convertible loans payable | — | — | ||||||||||||||||||||||||||||||||||||||
| Derivative liability settled upon conversion of loans payable | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issued on subscriptions | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
See accompanying notes to the condensed financial statements (unaudited).
| 3 |
Energy and Water Development Corp.
Condensed Statements of Cash Flows
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Reconciliation of net loss to net cash used in operating activities | ||||||||
| Amortization of debt discount and deferred financing costs | ||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||
| Stock issued for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Due to Commercial Distributor & Services Supplier | ( | ) | ||||||
| Due to officers | ||||||||
| CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from convertible loans payable | ||||||||
| Proceeds from sale of common stock | ||||||||
| Payments of convertible loans payable | ( | ) | ||||||
| CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Effect of exchange rate changes on cash | ( | ) | ||||||
| Net change in cash | ||||||||
| Cash beginning of period | ||||||||
| Cash end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Common and preferred stock issued to satisfy accrued payroll to officers | $ | $ | ||||||
| Common stock issued for interest and fees | $ | $ | ||||||
| Common stock issued to convert loans payable | $ | $ | ||||||
| Derivative liability discount | $ | $ | ( | ) | ||||
| Derivative liability settled upon conversion of debt | $ | $ | ||||||
| Reclassification of equity to liability for derivatives | $ | $ | ( | ) | ||||
| Reclassification of subscriptions | $ | |||||||
See accompanying notes to the condensed financial statements (unaudited).
| 4 |
Energy and Water Development Corp.
Notes to the Condensed Financial Statements (Unaudited)
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.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The condensed financial statements (unaudited) include the accounts of Energy and Water Development Corp., and have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC.
In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements of Energy and Water Development Corp. for the fiscal year ended December 31, 2020, have been omitted.
Certain reclassifications have been made in December
31, 2020 results to conform to the presentation used in March 31, 2021 including the reclassification of $
Foreign currency translation
The United States dollar (“USD”) is the Company’s reporting currency. The Company has a branch located in Germany. The net sales generated, and the related expenses directly incurred from the operations, if any, are denominated in local currency, Euro (“Euro”). The functional currency of the subsidiary is generally the same as the local currency.
Assets and liabilities measured in Euros are translated into USD at the prevailing exchange rates in effect as of the financial statement date and the related gains and losses, net of applicable deferred income taxes, are reflected in accumulated other comprehensive loss in its balance sheets. Income and expense accounts are translated at the average exchange rate for the period. The Company has not, to the date of these condensed financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Use of Estimates
The preparation of condensed financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the condensed financial statements include estimates relating to the determination of impairment of assets, assessment of going concern, the useful life of property and equipment, the determination of the fair value of stock-based compensation, and the recoverability of deferred income tax assets.
5
Energy and Water Development Corp.
Notes to the Condensed Financial Statements (Unaudited)
Leases
Effective January 1, 2019, the Company adopted ASC 842- Leases (“ASC 842”). The lease standard provided a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease; did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right-of-use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (facilities).
At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable.
Cash
The Company considers short-term interest-bearing
investments with initial maturities of three months or less to be cash equivalents. The Company has $
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. The Company has not generated any revenues to date.
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.
6
Energy and Water Development Corp.
Notes to the Condensed Financial Statements (Unaudited)
Described below are the three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities,
Level 2 – Observable prices that are based on inputs not quoted on active markets, but corroborated by market data,
Level 3 – Unobservable inputs are used when little or no market data is available.
The application of the three levels of the fair
value hierarchy under ASC Topic 820-10-35, our derivative liabilities as of March 31, 2021 and December 31, 2020, were $
Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts derivative financial instruments to fair value on a recurring basis. The fair value for other assets and liabilities such as cash, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, deferred cost and deferred revenue have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its indebtedness approximates fair value based on current yields for debt instruments with similar terms.
The Corporation accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10, “Earnings Per Share”, which establishes the requirements for presenting earnings per share (“EPS”). FASB ASC Topic No. 260 - 10 requires the presentation of “basic” and “diluted” EPS on the face of the statement of operations. Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method. When a loss from operations exists, potential common shares are excluded from the computation of diluted EPS because their inclusion would result in an anti-dilutive effect on per share amounts.
For the three months ended March 31, 2020, an aggregate of stock options to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive. These stock options expired as of March 31, 2021.
As discussed more fully in Note 6, 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 and in additional common shares at March 31, 2021 and 2020, respectively. The potential shares from both the conversion feature and the rights to purchase additional shares were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive.
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 March 31, 2021 and
December 31, 2020, unamortized deferred financing costs were $
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 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. |
Customer deposit
The Company´s Distributor EAWC-TV, placed a
$
| 7 |
Energy and Water Development Corp.
Notes to the Condensed Financial Statements (Unaudited)
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.
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 will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s financial statements and disclosures.
On January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not have a material impact on the Company’s condensed financial statements.
In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that 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. For public business entities, it is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years using the fully retrospective or modified retrospective method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of this standard on its financial statements.
| 8 |
Energy and Water Development Corp.
Notes to the Condensed Financial Statements (Unaudited)
In May 2021, the FASB issued 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. ASU 2021-04 will be effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted. This ASU will be applied prospectively to modifications or exchanges occurring on or after the effective date of the ASU. The Company is currently evaluating the impact this new guidance will have on its condensed financial statements.
Note 4. Going Concern
The Company delivered its first equipment on
December 26, 2020 pursuant to an equipment sale agreement and will record the sale once the installation is complete. Once
installed, the Company will record a sale for $
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 2021. Management of the Company intends to raise additional funds through the issuance of equity securities or debt, credit lines or advances from suppliers. The ability of the 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.
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Note 5. Related Party Transactions
Due to officers
Amounts due to officers as of March 31, 2021 and December 31, 2020 are comprised of the following:
| 2021 | 2020 | |||||||
| (Unaudited) | ||||||||
| Ralph Hofmeier: | ||||||||
| Unsecured advances due to officer | $ | $ | ||||||
| Accrued salaries | ||||||||
| Total due to Ralph Hofmeier | ||||||||
| Irma Velazquez: | ||||||||
| Unsecured advances due to officer | ||||||||
| Accrued salaries | ||||||||
| Total due to Irma Velazquez | ||||||||
| $ | $ | |||||||
| 9 |
Energy and Water Development Corp.
Notes to the Condensed Financial Statements (Unaudited)
Unsecured advances due to officers represent unreimbursed Corporation expenses paid by the officers on behalf of the Corporation. These advances are non-interest bearing and are due on demand.
Officer Compensation
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 and Vice-Chairman. Mr. Hofmeier and Ms. Velazquez are also significant stockholders.
On December 18, 2020, the Company entered
into a Settlement Agreement with each of Mr. Hofmeier and Ms. Velazquez whereby Mr. Hofmeier and Ms. Velazquez each agreed to
receive
shares of its Series A Preferred Stock with a fair market value of $
(collectively, the “Compensation Shares”). Compensation Shares are issued in full satisfaction of $
Due to affiliate distributor
During the year ended December 31, 2020,
EAWC-TV provided $
Customer deposit
In 2019, in addition to providing management
services and disbursement processing to EAWD as described above, EAWC-TV also functions as a distributor of EAWD products and
engineering services. EAWC-TV, having secured EAWD’s first customer, has placed a $
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 $
Investor deposit and officer compensation
On
December 31, 2020, the Company recorded $
| 10 |
Energy and Water Development Corp.
Notes to the Condensed Financial Statements (Unaudited)
For the three months ended March 31, 2021,
the Company recorded $
Note 6. Convertible Loans Payable
As of March 31, 2021 and December 31, 2020, the
balance of convertible loans payable net of discount was $
The convertible loans were issued in several different
forms as discussed below. During the three months ended March 31, 2021, the Company issued convertible loans in the aggregate amount of
$
| Amount | ||||
| Balance of convertible loan payables, net of discounts on December 31, 2019 | $ | |||
| Issuances of debt | ||||
| Settlement of debt | ( | ) | ||
| Amortization of debt discount | ||||
| Debt discount | ( | ) | ||
| Conversions | ( | ) | ||
| Balance of convertible loan payables, net of discounts on December 31, 2020 | $ | |||
| Issuances of debt | ||||
| Amortization of debt discount | ||||
| Debt discount | ( | ) | ||
| Settlement of debt | ( | ) | ||
| Conversions | ( | ) | ||
| Deferred financing costs | ( | ) | ||
| Balance of convertible loan payables, net of discounts on March 31, 2021 | $ | |||
Derivative Liability
The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to 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.
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Energy and Water Development Corp.
Notes to the Condensed d Financial Statements (Unaudited)
Based on the various convertible notes described above, the fair value of applicable derivative liabilities on notes and change in fair value of derivative liability are as follows as of March 31, 2021 and December 31, 2020:
| Total | ||||
| Balance of derivative liability as of December 31, 2019 | $ | |||
| Change due to issuances | ||||
| Change due to exercise / redemptions | ( | ) | ||
| Change in fair value | ( | ) | ||
| Balance of derivative liability as of December 31, 2020 | $ | |||
| Change due to issuances | ||||
| Change due to exercise / redemptions | ( | ) | ||
| Change in fair value | ( | ) | ||
| Balance of derivative liability as of March 31, 2021 | $ | |||
A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the periods ended March 31, 2021 and December 31, 2020 is as follows:
| March 31, 2021 | December 31, 2020 | ||||||
| Stock price | $ |
$ |
|||||
| Exercise price | $ |
$ |
|||||
| Contractual term (in years) | |||||||
| Volatility (annual) | % | % | |||||
| Risk-free rate | % | % |
The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations.
Financial Liabilities Measured at Fair Value on a Recurring Basis
Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants and derivative liabilities:
| Fair Value measured at March 31, 2021 (Unaudited) | ||||||||||||||||
| Quoted prices in | Significant other | Significant | ||||||||||||||
| active markets | observable inputs | unobservable inputs | Fair value at | |||||||||||||
| (Level 1) | (Level 2) | (Level 3) | March 31, 2021 | |||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 12 |
Energy and Water Development Corp.
Notes to the Condensed Financial Statements (Unaudited)
| Fair value measured at December 31, 2020 | ||||||||||||||||
| Quoted prices in | Significant other | Significant | ||||||||||||||
| active markets | observable inputs | unobservable inputs | Fair value at | |||||||||||||
| (Level 1) | (Level 2) | (Level 3) | December 31, 2020 | |||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
There were no transfers between Level 1, 2 or 3 during the three months ended March 31, 2021 and 2020.
During the three months ended March 31, 2021 and
2020, the Company recorded gains of $
Note 7. Stockholders’ Deficit
Preferred Stock
Authorized: shares of voting preferred stock with a par value of $0.
Common Stock
Authorized: shares of voting common stock with a par value of $0.
During the three months ended March 31, 2021 the Company engaged in the following equity events:
| · | common shares issued for $ |
| · | common shares issued for $ |
| · | common shares were issued for $ |
| · | common shares were issued for $ |
| · | common shares were issued for $ |
| · | common shares were issued for $ |
| 13 |
Energy and Water Development Corp.
Notes to the Condensed Financial Statements (Unaudited)
Stock Options
On January 2, 2012, the Corporation’s Board of Directors approved the creation of the 2012 Non-Qualified Stock Option Plan (the “2012 Plan”). The 2012 Plan provides for the issuance of incentive stock options to designated employees, certain key advisors and non-employee members of the Board of Directors with the opportunity to receive grant awards to acquire, in the aggregate, up to shares of the Corporation’s common stock.
A summary of information regarding the Corporation’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, 2019 | $ | |||||||||||
| Issued | — | |||||||||||
| Exercised | — | |||||||||||
| Outstanding at December 31, 2020 | ||||||||||||
| Issued | — | |||||||||||
| Expired | ( |
) | — | |||||||||
| Outstanding at March 31, 2021 | $ | — | ||||||||||
The above outstanding options were granted on January 1, 2012, to a
former executive of the Company. The options were fully vested and exercisable at December 31, 2016. Accordingly, during the three months
ended March 31, 2021 and 2020, the Corporation did
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
warrant shares. warrants were issued on February 17, 2021, and the remaining
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Energy and Water Development Corp.
Notes to the Condensed Financial Statements (Unaudited)
Note 9. Commitments and Contingencies
Commitments
Employment Agreements
The Corporation entered into employment agreements
with its Chief Executive Officer, Mr. Ralph Hofmeier, and its Chief Operating Officer, Ms. Irma Velazquez (collectively the “Employment
Agreements”), effective January 1, 2012. Under the Employment Agreements, the Corporation will pay each of Mr. Hofmeier and Ms.
Velazquez an annual base salary of $
Lease
Our registered office is located at 7901 4th Street N STE #4174, St. Petersburg,
Florida 33702. Our telephone number is +1 (727) 677-9408. Office services are contracted for on a month-to-month basis in this Address.
In October 2020, the Company established its official registered Branch in Hamburg Germany; the office Address until March 31, 2021 was
Offakamp 9f- 2.17. On April 1, 2021, the Company entered into two lease agreements for a workshop located at Industriestraße 17,
25462 Relligen and an office located at Ballindam 3 20095 Hamburg, Germany. Our Telephone number is +49 40 809081354. Rent expense in the three months ending March 31, 2021 and 2020 amounted to $
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 requesting the proof of payment for shares issued in 2008.
CocoGrove –
Case No. 09-81555 CA 21 in Miami-Dade County, Florida. The nature of the litigation was for breach of a lease agreement. This case
is concluded with a judgement against the Company on July 7, 2010 for $
Note 10. Subsequent Events
During the three month period ended June 30, 2021, the Company sold
shares of its common stock to
Also, during the three month period ended June 30,
of 2021, the Company accepted subscriptions for the sale of of its common stock to
On September 2, 2021, Company received global patent protection for its innovative solution Self Sufficient Energy Supply Atmosphere Water Generation System (EAWG).
| 15 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
INTRODUCTORY STATEMENT
The following discussion should be read in conjunction with our condensed 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
Results of Operations for the Three Months ended March 31, 2021 Compared to the three Months ended March 31, 2020
Revenue
During the fourth quarter of 2020, EAWD delivered its first equipment sale pursuant to an equipment sale agreement; however, the revenue of $550,000 along with the associate $350,000 of construction costs will not be recognized until the equipment is installed. The installation of the equipment has been deemed to be an unfulfilled performance obligation. The sales agreement, as amended states that EAWD will complete the equipment installation upon notice from the buyer of the final location of the system. Due to the COVID 19 situation in Mexico, the installation has been delayed. For both the three months ended March 31, 2021 and 2020, we generated no revenue.
General and Administrative Expense
General and administrative expense increased by $74,942 to $305,482 for the three months ended March 31, 2021 from $230,540 for the three months ended March 31, 2020.
The increase in general and administrative expenses was primarily due to an increase in marketing fees of $165,188 as we entered into a new agreement with a consulting firm to provide marketing services, offset by a reduction in management fees to affiliate by $75,000 as the contract with EAWC-TV was terminated as of December 31, 2020 and a reduction in professional fees by $10,482.
Other Income (Expense)
Other income (expense) increased expense by $350,312 from $219,241 income (2020) to $128,570 expense (2021) primarily as a result of the following:
| · | a $335,211 increase in interest expense related to issuance of debt instruments which incurred interest and resulted in amortization of debt discount. |
Net Loss
Net loss increased by $422,753 to $434,052 for the three months ended March 31, 2021 from $11,299 for the three months ended March 31, 2020. This increase was attributable to the net increases and decreases as discussed above.
LIQUIDITY and CAPITAL RESOURCES
We had $105,256 cash and a working capital deficit of $1,542,533 at March 31, 2021. Our operating and capital requirements in connection with supporting our operations will continue to be significant. Since inception, our losses from operations and working capital requirements have been satisfied through the deferral of payment for services performed by our founders and related parties discussed more fully below.
We have sustained operating losses since our operations began. At March 31, 2021, we had an accumulated deficit of $19,791,979. The Company cannot predict how long it will continue to incur further losses or whether it will ever become profitable as this is dependent upon the reduction of certain expenses and success in obtaining more project contracts, among other things. These conditions raise substantial doubt about the entity’s ability to continue as a going concern.
| 16 |
We have satisfied our cash and working capital requirements in the three months ended March 31, 2021, through the issuance of convertible loans and the sale of common stock. During the three months ended March 31, 2021, the Company issued $404,000 of convertible loans with a variable vested conversion feature. Refer to Note 7 of the financial statements under section for more information. In two individual transactions ranging from February 9, 2021 to March 25, 2021, the Company secured interim financing. The notes provide for interest at 8% per annum and require all interest and principal be repaid in one year.
Comparison of Cash Flows for the Three Months Ended March 31, 2021 (2021) and March 31, 2020 (2020)
Cash Flows from Operating Activities
Net cash used in operating activities
We used $338,311 of cash in our operating activities for the three months ended March 31, 2021 compared to $207,000 used for the three months ended March 31, 2020. The increase in cash used of $131,311 is due primarily to a $193,318 net reduction in working capital components to decreases of $164,106 for 2021 compared to increases of $29,211 in 2020.
Cash Flows from Investing Activities
We used or provided no funds from our investing activities in 2021 or 2020.
Cash Flows from Financing Activities
We received $434,021 (2021) and $207,000 (2020) in cash provided from financing activities. The net increase of $227,021 is due primarily to a $162,500 increase in financing through issuance of convertible loans, a $160,021 increase in proceeds from the sale of subscriptions and common stock, and a $95,500 decrease due to payments of convertible loans payable.
Financial Position
Total Assets – At March 31, 2021 the Company had $595,150 representing $105,256 in cash, $52,761 in accounts receivable, $350,000 in deferred cost, and $87,133 in prepaid expenses and other current assets.
PLAN OF OPERATION AND FUNDING
We expect to generate our first 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 pending 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.
| 17 |
The Company plans to generate revenue from its engineering and technical consultancy services, project management, sale of our 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.
MATERIAL COMMITMENTS
Employment Agreements
The Company entered into employment agreements with each of Mr. Hofmeier, its President, Chief Executive Officer and Chairman of the Board, and Ms. Velazquez, its Chief Operating Officer and Vice-Chairman (together, the “Employment Agreements”), effective January 1, 2012. Under the Employment Agreements, the 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.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
GOING CONCERN
The Company delivered its first equipment sale on December 26, 2020. The Company will recognize the sale for $550,000 net of costs of $350,000 and earning a $200,000 gross profit once the installation is complete. The next operational step to accomplish is to achieve sufficient sales volume to yield positive a net income. Due to the timing of the project build out, the Company has not currently recorded any revenue and consequently has incurred operating losses since it began operations (December 2012) totaling $19,791,979 at March 31, 2021. During the three months ended March 31, 2021, the Corporation incurred net losses of $434,052. The Company also incurred a working capital deficit of $1,542,533 at March 31, 2021.
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.
At the filling date of this report, management plans to conclude the sales in Germany and in other regions of the world further the received approved proposals, which would bring a growing revenue. Managements plans to expand the sales operations by greater market penetration of the Agriculture, Industrial and Community development market with its water and energy generation, innovative solution, this to make sales operations to continue to expand. Management also plans to raise additional funds through during 2021; through the issuance of equity securities and from deposits related to purchases orders on proposals pending customer acceptance as well, if necessary, loans from management and third-party lender. Management also plans to deferral expenses by centralizing assembling, logistic and administration operations expenses.
The ability of the 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.
ADDRESSING CHALLENGES POST-COVID-19
As of October 19, 2021, the cumulative number of cases reported globally is now over 241 million and the cumulative number of deaths is just over 4.9 million (WHO) and has caused the worst global economic contraction of the past 80 years (IMF). The concerted global efforts achieved the development of vaccines that have helped to reduce a person´s risk of contracting the virus. However, as the COVID-19 pandemic continues to evolve, the disruptions due to COVID 19 could continue causing a materially and adversely affect our business, financial condition and results of operations. If the corona virus cannot get under control and or worsens in any regions in which we have material operations or sales, our business activities originating from affected areas, including sales, manufacturing and supply chain related activities, could be adversely affected. Disruptive activities could include the temporary closure of our manufacturing facilities and those used in our supply chain processes, restrictions on the export or shipment of our products, significant cutback of ocean container delivery from Germany, business closures in impacted areas, and restrictions on our employees’ and consultants’ ability to travel and to meet with customers. The extent to which COVID-19 impacts our results will depend on future developments, which still uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus variants and the actions to contain it or treat its impact, among others. COVID-19 could also continue to result in social, economic and labor instability in the countries in which we or our customers and suppliers operate.
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CRITICAL ACCOUNTING POLICIES
Our critical accounting policies are set forth in Note 2 to the condensed financial statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
We do not expect the adoption of recently issued accounting pronouncements as discussed in Note 3 to have a significant impact on our results of operations, financial position or cash flow.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) as of December 31, 2020. This evaluation was carried out by our Principal Executive Officer and our Principal Finance Officer. Based on that evaluation, our Principal Executive Officer and our Principal Finance Officer concluded that, as of March 31, 2021, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses, which have caused management to conclude that, as of March 31, 2021, our disclosure controls and procedures were not effective:
| · | Inadequate segregation of duties, due to lack of human resources | |
| · | Limited level of multiple reviews among those tasked with preparing the financial statements, | |
| · | Lack of a more formal internal control environment. |
Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting
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 2021, 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2021 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
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Limitations on the Effectiveness of Internal Controls
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.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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.
CocoGrove – Case No. 09-81555 CA 21 in Miami-Dade County, Florida. The nature of the litigation was for breach of a lease agreement. This case is concluded with a judgement against the Company on July 7, 2010 for $84,393 plus 6% interest which as of March 31, 2021 interest had accrued to $54,338. There have been no efforts to seek collection of this judgement. Management intends to resolve this matter when it is in a financial position to make a payment.
ITEM 1A. RISK FACTORS
We are a smaller reporting company and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company issued the following common shares during the three months ended March 31, 2021:
| · | 471,433 common shares issued for $160,021 for the sale of shares, |
| · | 500,000 common shares issued for $165,000 in marketing and consulting, |
| · | 690,606 common shares were issued for $66,000 to convertible note holder is satisfaction of their notes, |
| · | 38,690 common shares were issued for $3,441 to pay interest and fees, |
| · | 10,000,000 common shares were issued for $1,500,000 to our CEO as a compensation bonus, and |
| · | 40,000 common shares were issued for $4,000 for sales of shares. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
N/A
ITEM 5. OTHER INFORMATION
On October 15, 2020, EAWD announced its official registration of a new branch of the corporation in Hamburg Germany. The new location in Germany will allow the company to expand capacity for assembling, manufacturing, customer support, engineering, sales and services, and leadership functions across the entity.
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ITEM 6. EXHIBITS
EXHIBIT INDEX
| Incorporated by Reference | Filed or Furnished | |||||||||||
| Exhibit # | Exhibit Description | Form | Date Filed | Exhibit # | Herewith | |||||||
| 31.1 | Certification of Principal Executive Officer (Section 302) | * | ||||||||||
| 31.2 | Certification of Principal Financial Officer (Section 302) | * | ||||||||||
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer (Section 906) | * | ||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | * | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Energy and Water Development Corp. | ||
| Date: October 20, 2021 | By: | /s/ Ralph Hofmeier |
| Ralph Hofmeier | ||
| President and Chief Executive Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Ralph Hofmeier | President, Chief Executive Officer, Director, and | October 20, 2021 | ||
| Ralph Hofmeier | Chairman (Principal Executive Officer) | |||
| /s/ Irma Velazquez | Chief Operating Officer (Principal Financial Officer and | October 20, 2021 | ||
| Irma Velazquez | Principal Accounting Officer), Director and Vice-Chairman | |||
23