UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]

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

For the quarterly period ended ~~June~~ September 30, 2020

[ ]

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

Commission File No. 000-55825

WATER NOW, INC.

(Exact name of registrant as specified in its charter)

Texas		81-1419236
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5000 South Freeway, Suite 110, Fort Worth, Texas		76115
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 900-9184

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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, and (2) has been subject to such filing requirements for the past 90 days. [X] 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). Yes [X] No [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ]	Smaller reporting company [X]
Emerging growth company [X]

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. [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

~~Indicate~~At ~~by check~~April ~~mark~~6, ~~whether~~2021, ~~the~~there ~~registrant~~were is80,890,981 ashares ~~shell~~outstanding ~~company (as defined in Rule 12b-2~~ of ~~the~~Common ~~Exchange~~Stock, ~~Act).~~no ~~Yes [ ]~~par ~~No [X]~~value.

At August 14, 2020, there were 78,042,560 shares outstanding of Common Stock, no par value.

IMPORTANT INFORMATION REGARDING THIS FORM 10-Q

Unless otherwise indicated, references to “we,” “us,” and “our” in this Quarterly Report on Form 10-Q (“Report”) refer collectively to Water Now, Inc., a Texas corporation, and its wholly-owned subsidiary (“Water Now”).

Readers should consider the following information as they review this Report:

Forward-Looking Statements

There are statements in this Report that are not historical facts. These “forward-looking statements” can be identified by use of terminology suggesting a belief in future performance and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Report carefully. Although management believes that the assumptions underlying the forward-looking statements included in this Report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. We do not undertake any obligation to update or revise any forward-looking statements.

Document Summaries

Descriptions of documents and agreements contained in this Report are provided in summary form only, and such summaries are qualified in their entirety by reference to the actual documents and agreements filed as exhibits to our Registration Statement on Form 10 filed on October 13, 2017, other periodic and current reports we have filed with the SEC, or this Report.

Access to Filings

Access to our reports and amendments thereto, filed with or furnished to the SEC pursuant to Section 13(a) of the Exchange Act, as well as reports filed electronically pursuant to Section 16(a) of the Exchange Act, may be obtained through our website (http://www.waternowinc.com) as soon as reasonably practicable after we have filed or furnished such material with the SEC. The contents of our website are not, and shall not be deemed to be, incorporated into this Report.

TABLE OF CONTENTS

		Page No.

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019	4
	Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2020 and 2019	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the nine months ended September 30, 2020 and 2019	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2020 and 2019	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Signatures		25
Index to Exhibits		26

PART I. FINANCIAL INFORMATION

		Page No.
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019	4
	Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2020 and 2019	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the six months ended June 30, 2020 and 2019	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2020 and 2019	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Signatures		30
Index to Exhibits		31

PART I. FINANCIAL INFORMATION

~~Item~~ ITEM 1. ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS.

Water Now, Inc. and Subsidiary Condensed Consolidated Balance Sheets

Condensed Consolidated Balance Sheets

	September 30, 2020			December 31, 2019
	(Unaudited)
ASSETS
Current Assets
Cash	$	30,908		$	66,042
Accounts receivable		250			118,250
Inventory		513,589			517,849
Prepaid expenses		—			21,264
Total Currents Assets		544,747			723,405

Property and equipment - net		2,155,916			2,137,272
Operating lease right-of-use assets		549,030			753,432
Distributorship agreement, net		616,667			766,667
Security deposit		23,481			34,330
Total Assets	$	3,889,841		$	4,415,106

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	1,382,295		$	1,285,214
Accrued expenses		811,278			532,512
Distributorship accrued expense		250,000			250,000
Derivative liability		746,049			508,323
Advances from related parties		53,591			4,407
Deposits received on sale of assets		625,000			—
Current portion of operating lease liabilities		190,213			247,070
Current portion of convertible notes payable, net of debt discounts		2,050,696			2,143,369
Current portion of notes payable		835,414			504,000
Current portion of revenue sharing liabilities		3,795,258			—
Total Current Liabilities		10,739,794			5,474,895
Long-term notes payable		101,189			—
Operating lease liabilities		374,994			520,137
Revenue sharing liabilities		2,041,389			5,042,455
Total Liabilities		13,257,366			11,037,487

Commitments and Contingencies
Stockholders’ Deficit
Preferred stock – no par value, 10,000,000 shares authorized, zero issued and outstanding at September 30, 2020 and December 31, 2019
Common stock – no par value, 90,000,000 shares authorized, 77,242,560 and 55,663,191 shares issued and 77,046,368 and 55,466,999 shares outstanding as of September 30, 2020 and December 31, 2019, respectively		9,376,224			9,071,943
Additional paid-in capital		5,208,650			2,813,464
Subscription receivable		(50,000	)		(50,000	)
Treasury stock, at cost (100,000 shares held as of September 30, 2020 and December 31, 2019)		(10,000	)		(10,000	)
Accumulated deficit		(23,892,399	)		(18,447,788	)
Total Stockholders’ Deficit		(9,367,525	)		(6,622,381	)
Total Liabilities and Stockholders’ Deficit	$	3,889,841		$	4,415,106

	June 30,			December 31,
	2020			2019
		(Unaudited)
ASSETS
Current Assets
Cash	$	8,973		$	66,042
Accounts receivable		250			118,250
Inventory		515,722			517,849
Prepaid expenses		1,083			21,264
Total Currents Assets		526,028			723,405
Property and equipment - net		2,180,813			2,137,272
Operating lease right-of-use assets		591,520			753,432
Distributorship agreement, net		666,667			766,667
Security deposit		23,481			34,330
Total Assets	$	3,988,509		$	4,415,106
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	1,199,571		$	1,285,214
Accrued expenses		588,710			532,512
Distributorship accrued expense		250,000			250,000
Derivative liability		2,663,585			508,323
Advances from related parties		173,649			4,407
Current portion of operating lease liabilities		240,541			247,070
Current portion of convertible notes payable, net of debt discounts		1,867,344			2,143,369
Current portion of notes payable		850,414			504,000
Current portion of revenue sharing liabilities		3,631,083			—
Total Current Liabilities		11,464,897			5,474,895
Long-term notes payable		107,844			—
Operating lease liabilities		425,079			520,137
Revenue sharing liabilities		1,940,833			5,042,455
Total Liabilities		13,938,653			11,037,487
Commitments and Contingencies		—			—
Stockholders' Deficit
Preferred stock – no par value, 10,000,000 shares authorized, zero issued and outstanding at June 30, 2020 and December 31, 2019		—			—
Common stock - no par value, 90,000,000 shares authorized, 74,942,560 and 55,663,191 shares issued and 74,746,368 and 55,466,999 shares outstanding as of June 30, 2020 and December 31, 2019, respectively		9,501,224			9,071,943
Additional paid-in capital		3,470,893			2,813,464
Subscription receivable		(50,000	)		(50,000	)
Treasury stock, at cost (100,000 shares held as of June 30, 2020 and December 31, 2019)		(10,000	)		(10,000	)
Accumulated deficit		(22,862,261	)		(18,447,788	)
Total Stockholders' Deficit		(9,950,144	)		(6,622,381	)
Total Liabilities and Stockholders' Deficit	$	3,988,509		$	4,415,106

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~4

4Water Now, Inc. and Subsidiary Condensed Consolidated Statements of Operations (Unaudited)

Water Now, Inc. and Subsidiary

	For the Three Months Ended						For the Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2020			2019			2020			2019

Revenues, net	$	2,970		$	20,092		$	7,635		$	334,393
Cost of goods sold		2,133			16,553			4,260			281,080
Gross Profit		837			3,539			3,375			53,313
Operating expenses
Salaries and wages		218,958			398,579			620,701			1,310,049
Professional fees		255,871			271,661			424,847			812,417
Selling, general and administrative		213,751			385,772			582,464			1,087,673
(Gain) Loss on sale of assets		—			—			19,988			(4,070	)

Total operating expenses		688,580			1,056,012			1,648,000			3,206,069
Loss from operations		(687,743	)		(1,052,473	)		(1,644,625	)		(3,152,756	)

Other income (expense)
Interest expense		(784,712	)		(3,760,191	)		(2,933,520	)		(4,885,981	)
Gain (Loss) on derivative liability		442,317			832,566			(867,361	)		646,557
Other income		—			—			895			—
Loss on extinguishment of debt		—			(130,052	)		—			(182,877	)
Total other expense		(342,395	)		(3,057,677	)		(3,799,986	)		(4,422,301	)
Loss before provision for income taxes		(1,030,138	)		(4,110,150	)		(5,444,611	)		(7,575,057	)

Provision for income taxes		—			—			—			—

Net Loss	$	(1,030,138	)	$	(4,110,150	)	$	(5,444,611	)	$	(7,575,057	)

Loss per share
basic and fully diluted	$	(0.01	)	$	(0.10	)	$	(0.08	)	$	(0.20	)

Weighted-average number of shares of common stock
basic and fully diluted		77,463,408			41,444,725			70,078,770			38,469,731

~~Condensed~~The ~~Consolidated~~accompanying ~~Statements~~notes are an integral part of ~~Operations~~these condensed consolidated financial statements.

~~(Unaudited)~~5

	For the Three Months Ended						For the Six Months Ended
		June 30,			June 30,			June 30,			June 30,
		2020			2019			2020			2019
Revenues, net	$	1,670		$	235,749		$	4,665		$	314,301
Cost of goods sold		—			195,647			2,127			264,527
Gross Profit		1,670			40,102			2,538			49,774
Operating expenses
Salaries and wages		85,676			588,842			401,743			911,470
Professional fees		99,000			247,112			168,976			540,756
Selling, general and administrative		128,661			336,019			368,713			701,899
(Gain) Loss on sale of assets		—			—			19,988			(4,070	)
Total operating expenses		313,337			1,171,973			959,420			2,150,055
Loss from operations		(311,667	)		(1,131,871	)		(956,882	)		(2,100,281	)
Other income (expense)
Interest expense		(1,153,572	)		(980,341	)		(2,148,808	)		(1,585,937	)
Loss on derivative liability		(758,952	)		—			(1,309,678	)		—
Other income		—			—			895			—
Loss on extinguishment of debt		—			(4,361	)		—			(25,924	)
Total other expense		(1,912,524	)		(984,702	)		(3,457,591	)		(1,611,861	)
Loss before provision for income taxes		(2,224,191	)		(2,116,573	)		(4,414,473	)		(3,712,142	)
Provision for income taxes		—			—			—			—
Net Loss	$	(2,224,191	)	$	(2,116,573	)	$	(4,414,473	)	$	(3,712,142	)
Loss per share
basic and fully diluted	$	(0.03	)	$	(0.06	)	$	(0.07	)	$	(0.10	)
Weighted-average number of shares of common stock
basic and fully diluted		74,019,483			38,001,547			66,386,451			36,982,233

Water Now, Inc. and Subsidiary

~~The~~Condensed ~~accompanying notes are an integral part~~Consolidated Statements of ~~these~~Changes ~~condensed~~in ~~consolidated~~Stockholders ~~financial statements.~~Equity (Unaudited)

	Common Stock						Additional Paid-In		Subscription			Treasury			Accumulated			Total Stockholders Equity
	Shares			Amount			Capital		Receivable			Stock			Deficit			(Deficit)
Balance, December 31, 2019		55,466,999		$	9,071,943		$	2,813,464	$	(50,000	)	$	(10,000	)	$	(18,447,788	)	$	(6,622,381	)

Common stock issuances as payment for services and compensation		485,000			33,600														33,600
Common stock issued for conversion of debt		20,894,369			482,681														482,681
Reduction of derivative liability from conversion/ redemption								2,395,186											2,395,186
Common stock issued as collateral for loan		1,000,000
Common stock retired		(800,000	)		(212,000	)													(212,000	)
Net loss																(5,444,611	)		(5,444,611	)
Balance, September 30, 2020		77,046,368		$	9,376,224		$	5,208,650	$	(50,000	)	$	(10,000	)	$	(23,892,399	)	$	(9,367,525	)

Balance, December 31, 2018		35,816,808		$	6,463,705		$	687,431	$	(50,000	)	$	—		$	(7,979,177	)	$	(878,041	)

Common stock issuances for cash		1,180,000			299,387														299,387
Common stock issuances for services and compensation		1,125,000			370,275														370,275
Common stock issued for conversion of debt		5,672,203			585,168														585,168
Shares issued for debt issuance costs		1,190,384			572,858														572,858
Shares issued in settlement claim		1,502,389			585,932														585,932
Reduction of derivative liability from conversion/redemption								721,043											721,043
Net loss																(7,575,057	)		(7,575,057	)
Balance, September 30, 2019		46,486,784		$	8,877,325		$	1,408,474	$	(50,000	)	$	—		$	(15,554,234	)	$	(5,318,435	)

~~Water~~The ~~Now,~~accompanying ~~Inc.~~notes ~~and~~are ~~Subsidiary~~an integral part of these condensed consolidated financial statements.

~~Condensed Consolidated Statements of Changes in Stockholders’ Equity~~6

Water Now, Inc. and Subsidiary Condensed Consolidated Statements of Cash Flows (Unaudited)

							Additional											Total
	For the Nine Months Ended September 30,
	Common Stock						Paid-In		Subscription			Treasury			Accumulated			Stockholders'
	2020			2019
	Shares			Amount			Capital		Receivable			Stock			Deficit			Equity (Deficit)
Cash flows from operating activities:
Balance, December 31, 2019		55,466,999		$	9,071,943		$	2,813,464	$	(50,000	)	$	(10,000	)		(18,447,788	)	$	(6,622,381	)
Net loss	$	(5,444,611	)	$	(7,575,057	)
Common stock issuances as payment for services and compensation		385,000			24,600			—		—			—			—			24,600
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for conversion of debt		17,894,369			404,681			—		—			—			—			404,681
Common stock issued as payment for services and employee’s compensation		33,600			370,275
Reduction of derivative liability from conversion/ redemption		—			—			657,429		—			—			—			657,429
Depreciation and amortization		224,229			192,338
Common stock issued as collateral for loan		1,000,000			—			—		—			—			—			—
Lease expense		2,402			—
Net loss		—			—			—		—			—			(4,414,473	)		(4,414,473	)
Amortization of discounts		507,561			1,345,498
Balance, June 30, 2020		74,746,368		$	9,501,224		$	3,470,893	$	(50,000	)	$	(10,000	)		(22,862,261	)		(9,950,144	)
Derivative expense at issuance		1,370,551			2,765,228
Balance, December 31, 2018		35,816,808		$	6,463,705		$	687,431	$	(50,000	)	$	—			(7,979,177	)	$	(878,041	)
Amortization of interest for revenue sharing agreements		794,192			1,345,498
Common stock issuances as payment for services and compensation		825,000			286,250			—		—			—			—			286,250
Interest converted to common shares		43,885			59,049
Common stock issuances for debt issuance costs		465,384			491,608			—		—			—			—			491,608
Loss (Gain) on sale of assets		19,988			(4,070	)
Common stock issued for conversion of debt		1,489,051			296,330			—		—			—			—			296,330
Change in fair value of derivative liability		867,361			(646,557	)
Beneficial conversion feature		—			—			477,772		—			—			—			477,772
Loss on extinguishment of debt		—			182,877
Net loss		—			—			—		—			—			(3,712,142	)		(3,712,142	)
Changes in operating working capital items:
Balance, June 30, 2019		38,596,243		$	7,537,893		$	1,165,203	$	(50,000	)	$	—			(11,691,319	)		(3,038,223	)
Accounts receivable		—			(295,800	)
Other receivables		—			(30,000	)
Inventory		4,260			(14,174	)
Prepaid expenses		21,264			(5,663	)
Security deposit		10,849			(23,481	)
Accounts payable		3,081			847,944
Accrued expenses		278,766			(136,581	)
Net cash used in operating activities		(1,262,622	)		(2,505,897	)
Cash flows from investing activities:
Purchases of property and equipment		(30,000	)		(1,650,783	)
Proceeds from sale of assets		684,500			60,000
Payment for distributorship agreement		—			(400,000	)
Net cash provided by (used in) investing activities		654,500			(1,990,783	)
Cash flows from financing activities:
Cash advances from related parties		367,036			417,997
Cash repayments to related parties		(317,852	)		(700,494	)
Borrowings on notes payable		340,400			630,000
Payments on notes payable		(50,158	)		(430,000	)
Borrowings on convertible notes payable		631,195			2,562,935
Payments on convertible notes payable		(397,633	)		(945,122	)
Issuances of common stock		—			299,387
Borrowings on revenue sharing liabilities		—			2,736,000
Net cash provided by financing activities		572,988			4,570,703
Net increase (decrease) in cash		(35,134	)		74,023
Cash at beginning of period		66,042			53,106
Cash at end of period	$	30,908		$	127,129
Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	75,718		$	132,507
Income taxes paid during the period	$	—		$	—
Non-cash disclosures:
Conversion of convertible notes payable into common shares	$	438,796		$	585,168
Purchase of property and equipment through issuance of notes payable	$	142,361		$	—
Reclass of derivative upon settlement	$	2,395,186		$	1,114,472
Original Issue Discount	$	78,805		$	231,565
Discount from derivative	$	—		$	145,000
Discount from shares issued for issuance costs	$	—		$	572,858

The accompanying notes are an integral part of these condensed consolidated financial statements.

Water Now, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements of(unaudited) ~~Cash Flows~~September 30, 2020 and 2019

~~(Unaudited)~~1. Basis of Presentation and Summary of Significant Accounting Policies

	For the Six Months Ended
	June 30,
	2020			2019
Cash flows from operating activities:
Net loss	$	(4,414,473	)	$	(3,712,142	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued as payment for services and employees’ compensation		24,600			255,500
Depreciation and amortization		149,332			127,871
Lease expense		60,325			—
Amortization of discounts		320,811			916,452
Derivative expense at issuance		1,108,013			—
Amortization of interest for revenue sharing agreements		529,461			294,708
Interest converted to common shares		41,345			5,486
Loss (Gain) on sale of assets		19,988			(4,070	)
Change in fair value of derivative liability		1,309,678			—
Loss on extinguishment of debt		—			25,924
Changes in operating working capital items:
Accounts receivable		—			(295,800	)
Other receivables		—			(15,000	)
Inventory		2,127			27,876
Prepaid expenses		20,181			(24,611	)
Security deposit		10,849			(23,481	)
Accounts payable		32,357			744,876
Accrued expenses		56,198			(165,841	)
Net cash used in operating activities		(729,208	)		(1,842,252	)
Cash flows from investing activities:
Purchases of property and equipment		(30,000	)		(1,650,783	)
Proceeds from sale of assets		59,500			60,000
Payment for distributorship agreement		—			(400,000	)
Net cash provided by (used in) investing activities		29,500			(1,990,783	)
Cash flows from financing activities:
Outstanding checks in excess of bank balance		—			71,474
Cash advances from related parties		367,036			182,000
Cash repayments to related parties		(197,794	)		(421,965	)
Borrowings on notes payable		340,400			365,000
Payments on notes payable		(28,503	)		(165,000	)
Borrowings on convertible notes payable		241,500			1,835,500
Payments on convertible notes payable		(80,000	)		(510,745	)
Borrowings on revenue sharing liabilities		—			2,436,000
Net cash provided by financing activities		642,639			3,792,264
Net decrease in cash		(57,069	)		(40,771	)
Cash at beginning of period		66,042			53,106
Cash at end of period	$	8,973		$	12,335
Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	37,543		$	306,191
Income taxes paid during the period	$	—		$	—
Non-cash disclosures:
Conversion of convertible notes payable into common shares	$	363,336		$	290,844
Purchase of property and equipment through issuance of notes payable	$	142,361		$	—
Reclass of derivative upon settlement	$	657,429		$	—
Beneficial debt conversion feature	$	—		$	1,078,874

The accompanying unaudited financial statements of Water Now, Inc. and subsidiary (collectively, the “Company”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended December 31, 2019.

~~The~~In the opinion of the management ~~accompanying~~of ~~notes~~the Company, all adjustments, which are anof ~~integral~~a ~~part~~normal recurring nature, necessary for a fair statement of the results for the three-month period have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these ~~condensed~~notes, ~~consolidated~~the ~~financial~~terms ~~statements~~“Company”, “we”, “us” or “our” mean Water Now, Inc. and subsidiary.

7See Note 3 regarding the Company's prospective sale of substantially all of its assets subsequent to September 30, 2020.

~~Water~~Fair ~~Now,~~Value ~~Inc. and Subsidiary~~Measurements

~~Notes~~ASC Topic 820, Fair Value Measurement, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to ~~Condensed~~be ~~Consolidated~~recognized ~~Financial~~at their fair values, but GAAP ~~Statements~~provides ~~(unaudited)~~an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under Financial Instruments.

~~June~~Nonfinancial 30assets, ~~2020~~such as property, plant and ~~2019~~equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

The Company did not have any Level 1. ~~Basis~~or ofLevel 2 ~~Presentation~~ assets and ~~Summary~~ ofliabilities ~~Significant~~at ~~Accounting~~September ~~Policies~~30, 2020 and 2019.

The ~~accompanying~~Derivative ~~unaudited~~liabilities ~~financial statements~~are ofLevel ~~Water~~3 ~~Now, Inc. and subsidiary (collectively, the “Company”) have been prepared in accordance with the~~fair ~~rules~~value ~~and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Regulation S-X~~measurements. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended December 31, 2019.

InThe ~~the~~following ~~opinion~~is ~~of the management of the Company, all adjustments, which are of~~ a ~~normal~~summary ~~recurring nature, necessary for a fair statement~~ of ~~the~~activity ~~results for the three-month period have been made. Results for the interim period presented are not necessarily indicative~~ of ~~the results that might be expected~~Level ~~for~~3 ~~the~~liabilities ~~entire~~during ~~fiscal year. When used in these notes,~~ the ~~terms~~nine ~~“Company”,~~months ~~“we”,~~ended ~~“us”~~September ~~or “our” mean Water Now~~30, ~~Inc. and subsidiary.~~2020:

See Note 13 regarding the Company's prospective sale of substantially all of its assets subsequent to June 30, 2020.

Derivative liability balance at December 31, 2019	$	508,323
Additions to derivative liability for new debt		1,765,551
Reclass to equity upon conversion/cancellation		(2,395,186	)
Change in fair value		867,361
Balance at September 30, 2020	$	746,049

~~Fair~~At ~~Value~~September ~~Measurements~~30, 2020, the fair value of the derivative liabilities of convertible notes was estimated using the following weighted-average inputs: the price of the Company’s common stock of $0.09; a risk-free interest rate of 0.11%, and expected volatility of the Company’s common stock of 242.37%, and the various estimated reset exercise prices weighted by probability.

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”8

~~Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets~~2. ~~GAAP does~~Going not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.Concern

~~The~~At September 30, 2020, the Company ~~did~~had ~~not~~approximately ~~have~~$31,000 ~~any~~in ~~Level~~cash 1and orhad ~~Level~~net working capital deficit of approximately $9,983,000. The Company, 2which ~~assets~~generated a net loss of approximately $5,445,000 and ~~liabilities~~$7,575,000 atfor ~~June~~the nine months ended September 30, 2020 and 2019, respectively, may not have sufficient cash to fund its current and future operations. There is no assurance that future operations will result in profitability. No assurance can be given that management will be successful in its efforts to raise additional capital. The failure to raise additional capital needed to achieve its business plans will have a material adverse effect on the Company’s financial position, results of operations, and ability to continue as a going concern.

~~The Derivative liabilities are Level~~ 3. ~~fair value~~Sale ~~measurements.~~of Assets

~~The~~On ~~following~~July is31, 2020, the Company entered into an Asset Sale and Purchase Agreement (the “Agreement”) to sell substantially all of its assets to RigMax H20, LLC (the “Buyer”) for a ~~summary~~total purchase price of ~~activity~~$30.0 million in cash, subject to certain adjustments and credits. On November 24, 2020, the Company exercised its right to unilaterally terminate the Agreement. The termination of ~~Level~~the Agreement was 3the ~~liabilities~~result ~~during~~of the Buyer’s inability ~~six~~to ~~months~~fund ~~ended~~the ~~June~~purchase price. The Company continues to evaluate the matter with the Buyer. As of September 30, 2020:, the Company received $625,000 in advance deposits related to the sale of these assets.

Derivative liability balance at December 31, 2019	$	508,323
Additions to derivative liability for new debt		1,503,013
Reclass to equity upon conversion/cancellation		(657,429	)
Change in fair value		1,309,678
Balance at June 30, 2020	$	2,663,585

Revenues

AtThe ~~June~~Company’s ~~30,~~revenues are ~~2020,~~generated from the ~~fair~~sales ~~value~~of water purification products and the sales of hydrocarbons derived from the ~~derivative liabilities~~deployment and operation of ~~convertible~~Company ~~notes~~owned ~~was~~oil ~~estimated~~recovery ~~using~~systems. ~~the~~The ~~following~~Company ~~weighted-average~~obtains ~~inputs:~~purchase orders from its water purification customers for the ~~price~~sale of its products which sets forth the ~~Company’s~~general ~~common stock~~terms ofand ~~$0.05;~~conditions aincluding ~~risk-free~~line ~~interest~~item ~~rate~~pricing ofand 0payment terms (generally due upon receipt).~~18%,~~ The Company recognizes revenue when its customers obtain control over the assets (generally when the title passes upon shipment) and ~~expected~~it ~~volatility~~is ofprobable that the Company’s ~~common~~will ~~stock~~collect ofsubstantially ~~266.81%,~~all ~~and~~ the ~~various~~amounts ~~estimated~~due. ~~reset~~Individual ~~exercise~~promised ~~prices~~goods ~~weighted~~are bythe Company’s ~~probability~~only performance obligation.

8The Company earns revenue each month that the oil recovery systems are in place and operating. The Company generally receives 50% of the proceeds of the oil sales recovered using its systems.

2Water purification products that have been sold are not subject to returns unless the product is deemed defective. ~~Going~~Credits ~~Concern~~or refunds are recognized when they are probable and reasonably estimated. The Company’s management reduces revenue to account for estimates of the Company’s credits and refunds.

~~At June 30, 2020, the Company had approximately $9,000 in cash and had net working capital deficit of approximately $10,939,000.~~ The Company, ~~which generated~~included ashipping ~~net loss of approximately $4,414,000~~ and ~~$3,712,000 for the six months ended June 30, 2020~~ ~~and~~handling ~~2019,~~fees ~~respectively,~~in ~~may~~net ~~not~~revenues. ~~have~~Shipping ~~sufficient cash to fund its current~~ and ~~future~~handling ~~operations.~~costs ~~There~~are isassociated nowith ~~assurance~~outbound ~~that~~freight ~~future operations~~after ~~will~~control ~~result~~over ina ~~profitability.~~product ~~No assurance can be given that management will be successful in its efforts to raise additional~~has ~~capital.~~transferred ~~The failure~~ to ~~raise~~a ~~additional~~customer ~~capital~~are ~~needed~~accounted tofor ~~achieve~~as ~~its business plans will have~~ a ~~material~~fulfillment ~~adverse~~cost ~~effect~~and onare ~~the Company’s~~included ~~financial~~in ~~position,~~cost ~~results~~ of ~~operations,~~goods ~~and ability to continue as a going concern~~sold.

3. Revenues, as disaggregated by revenue type and reportable segment (see Note 12), are shown below.

The Company’s revenues are generated from the sales of water purification products and the sales of hydrocarbons derived from the deployment and operation of Company owned oil recovery systems. The Company obtains purchase orders from its water purification customers for the sale of its products which sets forth the general terms and conditions including line item pricing and payment terms (generally due upon receipt). The Company recognizes revenue when its customers obtain control over the assets (generally when the title passes upon shipment) and it is probable that the Company will collect substantially all the amounts due. Individual promised goods are the Company’s only performance obligation.

	For the three months ended September 30,				For the nine months ended September 30,
	2020		2019		2020		2019
Revenues
Water purification products	$	2,970	$	—	$	5,965	$	308,744
Oil recovery systems		—		20,092		1,670		25,649
	$	2,970	$	20,092	$	7,635	$	334,393

~~The Company earns revenue each month that the oil recovery systems are in place and operating. The Company generally receives 50% of the proceeds of the oil sales recovered using its systems.~~9

~~Water purification products that have been sold are not subject to returns unless the product is deemed defective~~5. ~~Credits~~Distributorship ~~or refunds are recognized when they are probable and reasonably estimated. The Company’s management reduces revenue to account for estimates of the Company’s credits and refunds.~~Agreement

~~The~~On October 31, 2018, the Company ~~included~~entered ~~shipping~~into ~~and~~an ~~handling~~Exclusive Sales Distribution Agreement (the “Agreement”) with African Horizon Technologies ~~fees~~(Pty) Ltd (“AHT”) whereby the Company will be AHT s exclusive distributor of the Hydraspin Hydro Cyclone technology in ~~net~~the ~~revenues~~United States of America. ~~Shipping~~The Company paid AHT $500,000 in cash and ~~handling~~issued ~~costs~~AHT 500,000 ~~are~~shares ~~associated~~valued ~~with~~at ~~outbound~~$250,000 ~~freight~~based ~~after~~on ~~control~~the ~~over~~closing aprice ~~product~~of ~~has~~the ~~transferred~~Company’s shares of $0.50 on the date of the Agreement. In addition, the Company will issue AHT 500,000 shares at the earlier of 24 months from the commencement date of the Agreement or the sale of 50 units to the Company. The Company will also pay AHT a ~~customer~~royalty ~~are~~of ~~accounted~~2% of total net profits generated by the Company from the sale of oil generated using the Hydraspin units. The term of the Agreement is for five years with an automatic renewal term of five years unless terminated earlier. The Company recorded the value of the Agreement of $1,000,000 as aan ~~fulfillment~~other ~~cost~~asset and is ~~are~~amortizing ~~included~~the inasset ~~cost~~to expense over the life of ~~goods~~the ~~sold~~Agreement of five years.

~~Revenues~~As of September 30, 2020, the 500,000 shares remaining to be issued are recorded as ~~disaggregated~~distributorship byaccrued ~~revenue~~expense ~~type~~in the amount of $250,000 and are required to be issued prior to October 31, 2020. The Company has not issued the 5000,000 shares as of April 6, 2021. Amortization expense amounted to $150,000 and ~~reportable~~$150,000 ~~segment~~for ~~(see~~the ~~Note~~nine ~~12)~~months ended September 30, ~~are~~2020 ~~shown~~and ~~below~~2019, respectively.

	For the three months ended				For the six months ended
	June 30,				June 30,
	2020		2019		2020		2019
Revenues
Water purification products	$	—	$	230,192	$	2,995	$	308,744
Oil recovery systems		1,670		5,557		1,670		5,557
	$	1,670	$	235,749	$	4,665	$	314,301

Notes Payable

4During 2020 the Company entered into additional short-term loans with lenders. ~~Distributorship~~Total ~~Agreement~~principal borrowed during 2020 was $50,000. Repayments of $40,000 were made during the nine months ended September 30, 2020. The remaining $514,000 of principal was repaid or extended as of April 6, 2021. The notes are generally unsecured.

On ~~October~~April 3120, ~~2018~~2020, ~~the~~ the Company ~~entered~~obtained ~~into~~a anPaycheck ~~Exclusive~~Protection ~~Sales~~Program ~~Distribution Agreement~~ (~~the~~ “~~Agreement~~PPP”) ~~with~~loan ~~African~~from ~~Horizon~~a ~~Technologies (Pty)~~commercial ~~Ltd~~bank ~~(“AHT”) whereby the Company will be AHT’s exclusive distributor of the Hydraspin Hydro Cyclone technology~~ in the ~~United~~amount ~~States~~ of ~~America~~$290,400. The ~~Company~~loan is ~~paid AHT $500~~unsecured,~~000~~ inbears ~~cash~~interest ~~and issued AHT 500,000 shares valued~~ at ~~$250,000~~1.0% ~~based~~interest ~~on the~~and ~~closing~~is ~~price~~payable ofbeginning ~~the~~November ~~Company’s~~20, ~~shares~~2020 ofin ~~$0.50~~18 onequal ~~the date of the Agreement~~installments. InInterest ~~addition, the Company will issue AHT~~accrues ~~500,000~~during ~~shares at~~ the ~~earlier~~deferment ofperiod. 24The ~~months~~loan ~~from~~is ~~the~~subject ~~commencement~~to ~~date~~potential offorgiveness ~~the~~in ~~Agreement~~part or ~~the~~total, ~~sale~~depending ofon ~~50 units to~~ the ~~Company. The~~amount ~~Company will also pay AHT a royalty~~ of 2%certain costs ofincurred ~~total net profits generated~~ by the Company ~~from~~over ~~the~~an ~~sale~~8-week ofperiod ~~oil~~after ~~generated using~~ the ~~Hydraspin~~loan ~~units. The~~disbursement ~~term~~date, ofincluding ~~the~~payroll ~~Agreement~~costs, ispayment ~~for~~of ~~five~~interest on ~~years~~a ~~with~~covered anobligation, ~~automatic~~rent ~~renewal~~and ~~term of five years unless terminated earlier~~utilities. The ~~Company~~principal ~~recorded~~balance ~~the~~at ~~value~~September of30, ~~the~~2020 ~~Agreement~~is of $1290,~~000,000 as an other asset and~~400.

97. Convertible Notes Payable

isThe ~~amortizing~~Company ~~the~~borrowed ~~asset~~$50,000 tofrom a ~~expense~~lender ~~over~~on ~~the life~~January of14, ~~the~~2020. ~~Agreement~~The ofnote ~~five~~bears ~~years.~~interest Asat of18% and is payable in one lump sum on June 3014, 2020, at which time the entire ~~500,000~~amount ~~shares~~of ~~remaining~~principal toand beaccrued ~~issued are~~interest ~~recorded~~is asdue ~~distributorship~~and ~~accrued~~payable. ~~expense~~The innote ~~the~~is unsecured. The outstanding principal and interest amount is convertible by the holder into shares of ~~$250,000~~the ~~and~~Company’s ~~are~~common ~~required~~stock toat beany ~~issued~~ time prior to ~~October~~the ~~31,~~maturity ~~2020.~~date ~~Amortization~~at ~~expense~~the conversion ~~amounted~~price toof $~~100~~0.50 per share. The principal balance at September 30,~~000~~ ~~and~~2020 is $~~100~~50,000. ~~for~~The ~~the~~note ~~six~~is ~~months~~currently ~~ended~~in ~~June~~default as of September 30, 2020 ~~and 2019, respectively~~.

The Company borrowed $37,500 from a lender on February 5, 2020. ~~Notes~~The ~~Payable~~ note is an extension of the existing Amended and Restated Secured Convertible Promissory Note dated June 18, 2018. The total principal due under the note is $100,000. The note bears interest at 18% and is payable in one lump sum on May 5, 2020. In the event 50% or more of the principal balance is paid prior to May 5, 2020 and the note is not in default, then the maturity date is extended to August 5, 2020. The required payment was not made by May 5, 2020 and the note is currently in default and outstanding. The outstanding principal and interest amount is convertible by the holder into shares of the Company’s common stock at any time prior to the maturity date at a price per share equal to fifty percent of the average closing price of the Company’s common stock for the ten trading days prior to the conversion date. The conversion feature meets the definition of a derivative and therefore requires bifurcation and is accounted for as a derivative liability. The Company estimated the aggregate fair value of the conversion feature derivatives embedded in the debenture at the date the debt becomes convertible at $52,000, based on weighted probabilities of assumptions used in the Black Scholes pricing model. The key valuation assumptions used consist, in part, of the price of the Company’s common stock of $0.05, a risk-free interest rate of 1.57% and expected volatility of the Company’s common stock of 232.73%, and the various estimated reset exercise prices weighted by probability. The principal balance at September 30, 2020 is $100,000. The note is currently in default as of September 30, 2020.

During 2020 the Company entered into additional short-term loans with lenders. Total principal borrowed during 2020 was $50,000. Repayments of $25,000 were made during the six months ended June 30, 2020. The remaining $529,000 of principal was repaid or extended as of August 19, 2020. The notes are generally unsecured.10

OnThe ~~April~~Company ~~20,~~borrowed ~~2020~~$175,000 from ~~the~~a ~~Company~~lender ~~obtained a~~on ~~Paycheck~~March ~~Protection~~4, ~~Program~~2020. ~~(PPP)~~The ~~loan~~note ~~from~~bears ainterest ~~commercial~~at ~~bank~~12% and is payable in one lump sum on September 4, 2020, at which time the entire amount of ~~$290,400~~principal and accrued interest is due and payable. The ~~loan~~note is unsecured,. ~~bears~~The outstanding principal and interest atamount ~~1.0%~~is ~~interest~~convertible ~~and~~by isthe ~~payable~~holder into shares of the Company’s common stock beginning ~~November~~180 ~~20,~~days ~~2020~~after inthe 18issuance date and prior to the maturity date at a price per share equal ~~installments.~~to ~~Interest~~sixty-five ~~accrues~~percent ~~during~~of the ~~deferment~~second ~~period.~~lowest trade price of the Company’s common stock for the twenty trading days prior to the conversion date. The ~~loan~~conversion feature meets the definition of a derivative and therefore requires bifurcation and is ~~subject~~accounted tofor ~~potential~~as ~~forgiveness~~a derivative liability. The Company estimated the aggregate fair value of the conversion feature derivatives embedded in ~~part~~the ordebenture ~~total~~at the date the debt becomes convertible at $263,000, ~~depending~~based on weighted probabilities of assumptions used in the ~~amount~~Black ofScholes ~~certain~~pricing ~~costs~~model. ~~incurred~~The bykey valuation assumptions used consist, in part, of the price of the Company ~~over~~’s ancommon 8stock of $0.10, a risk-~~week~~free ~~period~~interest ~~after~~rate of 0.11% and expected volatility of the ~~loan~~Company’s common ~~disbursement~~stock ~~date~~of 254.43%, ~~including~~and ~~payroll~~the ~~costs,~~various ~~payment~~estimated ofreset ~~interest~~exercise onprices aweighted ~~covered~~by ~~obligation~~probability. In addition, the Company paid ~~rent~~$17,500 as a discount on the note and ~~utilities~~paid $3,500 for debt issuance costs. The principal balance at ~~June~~September 30, 2020 is $~~290~~175,~~400~~000. The note is currently in default as of September 30, 2020.

6The Company borrowed $447,500 from a lender on July 14, 2020, using approximately $338,000 of the proceeds to pay off existing loans in default to the lender. The ~~Convertible~~note ~~Notes~~bears ~~Payable~~interest at 12% and becomes due on July 14, 2021. Principal and interest payments of $48,180 are due monthly beginning October 12, 2020. The note is unsecured. The outstanding principal and interest amount is convertible by the holder into shares of the Company’s common stock beginning 180 days after the issuance date and prior to the maturity date at a price per share equal to sixty-five percent of the second lowest trade price of the Company’s common stock for the twenty trading days prior to the conversion date. In addition, the Company paid $44,750 as a discount on the note and paid $13,055 for debt issuance costs. The principal balance at September 30, 2020 is $447,500.

~~The~~During ~~Company~~the ~~borrowed~~nine ~~$50,000~~months ~~from~~ended ~~a lender~~September ~~on January 14~~30, 2020., ~~The~~the ~~note~~Company ~~bears~~issued ~~interest at 18% and is payable in one lump sum on June 14~~1, ~~2020~~000,000 ~~at which time the entire amount of principal and accrued interest is due and payable. The note is unsecured. The outstanding principal and interest amount is convertible by the holder into~~ shares ~~of the Company’s common stock at any time prior~~ to ~~the~~a ~~maturity~~lender ~~date~~as atcollateral ~~the~~held ~~conversion~~in ~~price of $0.50 per share. The principal balance at June 30~~escrow, ~~2020~~to isbe ~~$50,000.~~cancelled ~~The~~upon ~~note~~payment ~~is currently in default as~~ of ~~June~~the ~~30, 2020~~debt.

~~The Company borrowed $37,500 from a lender on February 5, 2020~~8. ~~The~~Advances ~~note~~From isRelated an extension of the existing Amended and Restated Secured Convertible Promissory Note dated June 18, 2018. The total principal due under the note is $100,000. The note bears interest at 18% and is payable in one lump sum on May 5, 2020. In the event 50% or more of the principal balance is paid prior to May 5, 2020 and the note is not in default, then the maturity date is extended to August 5, 2020. The required payment was not made by May 5, 2020 and the note is currently in default and outstanding. The outstanding principal and interest amount is convertible by the holder into shares of the Company’s common stock at any time prior to the maturity date at a price per share equal to fifty percent of the average closing price of the Company’s common stock for the ten trading days prior to the conversion date. The conversion feature meets the definition of a derivative and therefore requires bifurcation and is accounted for as a derivative liability. The Company estimated the aggregate fair value of the conversion feature derivatives embedded in the debenture at the date the debt becomes convertible at $52,000, based on weighted probabilities of assumptions used in the Black Scholes pricing model. The key valuation assumptions used consist, in part, of the price of the Company’s common stock of $0.05, a risk-free interest rate of 1.57% and expected volatility of the Company’s common stock of 232.73%, and the various estimated reset exercise prices weighted by probability. The principal balance at June 30, 2020 is $100,000.Parties

The Company ~~borrowed~~has ~~$175,000 from a lender~~received ~~on March 4, 2020. The note bears~~ non-interest atbearing ~~12%~~advances ~~and~~without isa ~~payable~~specified in one lump sum on September 4, 2020, at which time the entire amount of principal and accrued interest is due and payable. The note is unsecured. The outstanding principal and interest amount is convertible by the holder into shares of the Company’s common stock beginning 180 days after the issuance date and prior to the maturity date atfrom a ~~price~~stockholder ~~per share equal to sixty-five percent~~ of the ~~second lowest trade price of the~~ Company~~’s common stock for the twenty trading days prior to the conversion date~~. InThe ~~addition, the~~ Company ~~paid~~owed approximately $1754,~~500~~000 ~~as a discount on the note~~ and ~~paid~~ $34,~~500~~000 ~~for~~at ~~debt~~September ~~issuance~~30, ~~costs.~~2020 ~~The~~and ~~principal~~December ~~balance~~31, at2019, ~~June 30~~respectively, ~~2020~~to isthe ~~$175,000~~stockholder.

~~During~~9. ~~the~~Revenue ~~six~~Sharing ~~months ended June 30, 2020, the Company issued 1,000,000 shares to a lender as collateral held in escrow, to be cancelled upon payment of the debt.~~Agreements

10No additional revenue sharing agreements were entered into during the nine months ended September 30, 2020. The Company recorded an additional $794,000 in interest expense during the nine months ended September 30, 2020 related to the existing revenue sharing agreements. No payments have been made on existing revenue sharing agreements.

7As of April 6, 2021, the Company is obligated to purchase seven HydraSpin units with an aggregate cost of approximately $2 million awaiting shipment from Africa to the Company and there is approximately $1 million included in accounts payable for unpaid amounts on other units. ~~Advances~~No ~~From~~payment has ~~Related~~been ~~Parties~~made on these units.

~~The Company has received non-interest bearing advances without a specified maturity date from a stockholder of the Company~~10. ~~The~~Equity ~~Company owed approximately $174,000 and $4,000 at June 30, 2020 and December 31, 2019, respectively, to the stockholder.~~Transactions

8From January 1, 2019 to September 30, 2019, the Company issued 5,672,203 shares to lenders upon receipt of conversion notices for total principal, interest and fees of $585,168. ~~Revenue~~The ~~Sharing~~Company ~~Agreements~~also issued 1,190,384 shares to lenders for debt issuance costs. In addition, the Company issued 1,125,000 shares to employees and consultants valued at the share price on the date the services were earned and issued 1,180,000 shares to investors for total cash proceeds of $299,387.

NoFrom ~~additional~~January ~~revenue~~1, ~~sharing~~2020 ~~agreements were~~to ~~entered~~September ~~into~~30, ~~during~~2020, the ~~six~~Company ~~months~~issued ~~ended~~20,894,369 ~~June~~shares 30to lenders upon receipt of conversion notices for total principal, ~~2020~~interest and fees of $482,681. The Company ~~recorded~~also anissued ~~additional $529~~485,000 inshares ~~interest~~to ~~expense~~employees ~~during the~~and ~~six~~consultants ~~months~~valued ~~ended~~at ~~June~~$33,600 30and issued 1,000,000 shares ~~2020~~as ~~related~~collateral toheld ~~the~~in ~~existing~~escrow, ~~revenue~~to ~~sharing~~be ~~agreements.~~cancelled Noupon ~~payments~~payment ~~have~~of ~~been~~the ~~made~~debt. onThe ~~existing~~Company ~~revenue sharing~~retired ~~agreements~~800,000 shares.

As of August 19, 2020, the Company is obligated to purchase seven HydraSpin units with an aggregate cost of approximately $2 million awaiting shipment from Africa to the Company and there is approximately $1 million included in accounts payable for unpaid amounts on other units. No payment has been made on these units.11

911. ~~Equity~~Operating ~~Transactions~~Lease Right of Use Assets

~~From~~The ~~January~~Company 1,has ~~2019~~an tooperating ~~June 30, 2019,~~lease ~~the~~for ~~Company~~office ~~issued~~and ~~1,489,051~~warehouse ~~shares~~space tothat ~~lenders~~expires ~~upon~~in ~~receipt of conversion notices~~2023. ~~The~~Below ~~Company~~is ~~also~~a ~~issued~~summary ~~465,384~~of ~~shares to lenders for debt issuance costs. In addition,~~ the Company’s ~~issued~~right ~~825,000~~of ~~shares~~use toassets ~~employees~~ and ~~consultants valued at the share price~~liabilities onas ~~the~~of ~~date~~September ~~the~~30, ~~services were earned.~~2020:

From January 1, 2020 to June 30, 2020, the Company issued 17,894,369 shares to lenders upon receipt of conversion notices for total principal, interest and fees of $404,681. The Company also issued 385,000 shares to employees and consultants valued at $24,600 and issued 1,000,000 shares as collateral held in escrow, to be cancelled upon payment of the debt.

Right-of-use assets	$	549,030
Lease liability obligations, current	$	190,213
Lease liability obligations, less current portion		374,994
Total lease liability obligations	$	565,207
Weighted-average remaining lease term		2.7 years
Weighted-average discount rate		10	%

~~10.~~During ~~Operating~~the ~~Leases~~nine –months ended ~~Right~~September 30, 2020, the Company recognized approximately $124,000 in operating lease costs and are included in selling, general and administrative expenses in our consolidated statement of ~~Use~~operations. ~~Assets~~ During the nine months ended September 30, 2020, operating cash flows from operating leases was $175,000.

~~The~~Approximate ~~Company~~future ~~has an operating~~ minimum lease payments for ~~office and warehouse space that expires in 2023. Below is a summary of~~ the Company’s right of use assets ~~and~~over ~~liabilities~~the remaining lease periods as of ~~June~~ September 30, 2020, are as follows:

Right-of-use assets		$	591,520
Year ending December 31,
Lease liability obligations, current		$	240,541
	2020			$	59,000
Lease liability obligations, less current portion			425,079
	2021				240,000
Total lease liability obligations		$	665,620
	2022				246,000
Weighted-average remaining lease term			2.9 years
	2023				103,000
Weighted-average discount rate			10	%
	Total minimum payments			$	648,000

During the six months ended June 30, 2020, the Company recognized approximately $82,000 in operating lease costs and are included in selling, general and administrative expenses in our consolidated statement of operations12. ~~During~~Income ~~the six months ended June 30, 2020, operating cash flows from operating leases was $116,000.~~Taxes

~~Approximate~~The ~~future~~Company ~~minimum~~accounts ~~lease payments~~ for income taxes under the ~~Company’s~~liability ~~right~~method. ofDeferred ~~use~~tax assets ~~over~~and liabilities are recorded based on the ~~remaining~~differences ~~lease~~between ~~periods~~the tax asbases of ~~June~~ ~~30,~~assets ~~2020~~and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are asdetermined ~~follows:~~using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

Year ending December 31,
	2020	$	196,000
	2021		240,000
	2022		246,000
	2023		103,000
	Total minimum payments	$	785,000

The Company’s tax provision is determined using an estimate of an annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. The 2020 and 2019 annual effective tax rate is estimated to be 0% for the U.S. federal and state statutory tax rates because the Company is in a net operating loss position. The Company reviews tax uncertainties in light of changing facts and circumstances and adjust them accordingly. As of September 30, 2020 and December 31, 2019, there were no tax contingencies recorded.

11Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting, and the amounts recognized for income tax purposes.

11The Company had a net operating loss carry-forward for federal and state tax purposes of approximately $15,413,000 at September 30, 2020, that is potentially available to offset future taxable income. ~~Income~~The ~~Taxes~~TCJA (Tax Cut and Jobs Act) changes the rules on NOL carryforwards. The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carry forward arising after January 1, 2018, will now be limited to 80 percent of taxable income.

The Company accounts for income taxes under the liability method. Deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.12

~~The~~For ~~Company’s~~financial ~~tax provision is~~reporting ~~determined~~purposes, ~~using~~no andeferred ~~estimate~~tax ofasset anwas ~~annual~~recognized ~~effective~~at ~~tax~~September ~~rate~~30, ~~adjusted~~2020 ~~for~~and ~~discrete~~December ~~items~~31, if2019 ~~any,~~because ~~that~~management ~~are~~estimates ~~taken~~that ~~into~~it is ~~account~~more ~~in the~~likely ~~relevant~~than ~~period.~~not ~~The~~that ~~2020~~substantially ~~and~~all ~~2019~~of ~~annual~~the ~~effective~~net ~~tax~~operating ~~rate~~losses iswill ~~estimated~~expire tounused. beAs 0%a ~~for~~result, the ~~U.S.~~amount ~~federal~~of ~~and~~the ~~state statutory~~deferred tax ~~rates~~assets ~~because~~considered ~~the~~realizable ~~Company~~was isreduced in100% by a ~~net~~valuation ~~operating loss position~~allowance. The ~~Company~~change ~~reviews tax uncertainties~~ in ~~light~~the ofvaluation ~~changing~~allowance ~~facts~~was approximately ~~and~~$673,000 ~~circumstances~~ and ~~adjust~~$1,590,000 ~~them~~for ~~accordingly.~~the Asnine ofmonths ~~June~~ended September 30, 2020 and ~~December 31,~~ 2019, ~~there were no tax contingencies recorded~~respectively.

~~Deferred~~13. ~~income~~Segment taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting, and the amounts recognized for income tax purposes.Information

The Company ~~had~~sells awater ~~net operating loss~~purification ~~carry-forward~~products ~~for federal~~ and ~~state~~operates ~~tax~~oil ~~purposes~~recovery ofsystems. ~~approximately~~The ~~$14,654,000~~Company athas ~~June~~identified ~~30,~~such ~~2020,~~reportable ~~that~~segments isbased ~~potentially~~on ~~available~~management toresponsibility ~~offset~~and ~~future~~the ~~taxable~~nature ~~income.~~of ~~The~~the ~~TCJA~~Company’s ~~(Tax~~products, ~~Cut~~services, and ~~Jobs~~costs. ~~Act)~~To ~~changes~~date, the ~~rules~~Company onprimarily ~~NOL~~sells ~~carryforwards.~~its ~~The~~water ~~20-year limitation was~~purification ~~eliminated,~~products ~~giving~~internationally ~~the~~and ~~taxpayer~~operates ~~the~~its ~~ability~~oil torecovery ~~carry~~systems ~~forward~~in ~~losses~~the ~~indefinitely~~United States. ~~However,~~The ~~NOL~~Company ~~carry~~measures ~~forward~~segment ~~arising~~profit ~~after January~~(loss) 1,as ~~2018,~~income ~~will~~(loss) ~~now~~from beoperations. ~~limited~~Segment toassets 80are ~~percent~~those ofassets ~~taxable~~controlled ~~income~~by each reportable segment.

~~For~~Below ~~financial reporting purposes, no deferred tax asset was recognized at June 30, 2020 and December 31, 2019 because management estimates that it~~ is ~~more likely than not that substantially all of~~ the ~~net~~financial ~~operating losses will expire unused. As a result, the amount of the deferred tax assets considered~~information ~~realizable~~related ~~was~~to ~~reduced 100% by a valuation allowance. The change in~~ the ~~valuation~~Company’s ~~allowance was approximately $419,000 and $779,000 for the six months ended June 30, 2020 and 2019, respectively.~~segments:

12. Segment Information

	For the three months ended September 30,				For the nine months ended September 30,
	2020		2019		2020		2019
Revenues
Water purification products	$	2,970	$	—	$	5,965	$	308,744
Oil recovery systems		—		20,092		1,670		25,649
	$	2,970	$	20,092	$	7,635	$	334,393

Loss from operations
Water purification products	$	177,851	$	608,469	$	498,137	$	1,936,762
Oil recovery systems		141,196		196,485		484,486		541,599
General corporate		368,696		247,519		662,002		674,395
	$	687,743	$	1,052,473	$	1,644,625	$	3,152,756
Capital expenditures
Water purification products	$	—	$	—	$	—	$	92,158
Oil recovery systems		—		—		30,000		1,558,625
General corporate		—		—		—		—
	$	—	$	—	$	30,000	$	1,650,783

The Company sells water purification products and operates oil recovery systems. The Company has identified such reportable segments based on management responsibility and the nature of the Company’s products, services, and costs. To date, the Company primarily sells its water purification products internationally and operates its oil recovery systems in the United States. The Company measures segment profit (loss) as income (loss) from operations. Segment assets are those assets controlled by each reportable segment.

	September 30, 2020		December 31, 2019
Total assets
Water purification products	$	537,970	$	749,536
Oil recovery systems		2,582,206		2,576,758
General corporate		769,665		1,088,812
	$	3,889,841	$	4,415,106

~~Below~~General iscorporate ~~the~~expenses include ~~financial~~corporate ~~information~~salaries, ~~related~~health toinsurance ~~the~~and ~~Company’s~~social security taxes for officers and corporate employees, corporate insurance, ~~segments:~~legal and accounting fees, and other corporate costs such as transfer agent and travel costs. Management considers these to be non-allocable costs for segment purposes.

	For the three months ended				For the six months ended
	June 30,				June 30,
	2020		2019		2020		2019
Revenues
Water purification products	$	—	$	230,192	$	2,995	$	308,744
Oil recovery systems		1,670		5,557		1,670		5,557
	$	1,670	$	235,749	$	4,665	$	314,301
Loss from operations
Water purification products	$	118,982	$	605,739	$	320,286	$	1,328,293
Oil recovery systems		74,381		248,533		343,290		345,114
General corporate		118,304		277,599		293,306		426,874
	$	311,667	$	1,131,871	$	956,882	$	2,100,281
Capital expenditures
Water purification products	$	—	$	—	$	—	$	92,158
Oil recovery systems		—		930,000		30,000		1,558,625
General corporate		—		—		—		—
	$	—	$	930,000	$	30,000	$	1,650,783

1214. Subsequent Events

	June 30, 2020		December 31, 2019
Total assets
Water purification products	$	545,917	$	749,536
Oil recovery systems		2,635,455		2,576,758
General corporate		807,137		1,088,812
	$	3,988,509	$	4,415,106

The Company borrowed $605,000 from a lender on January 7, 2021. The note bears interest at 12% and is payable in one lump sum on January 7, 2022, at which time the entire amount of principal and accrued interest is due and payable. The note is unsecured. Upon and event of default, the outstanding principal and interest amount is convertible by the holder into shares of the Company’s common stock at a price per share equal to $0.025. In addition, the Company paid $60,500 as a discount on the note and paid $4,500 for debt issuance costs.

General corporate expenses include corporate salaries, health insurance and social security taxes for officers and corporate employees, corporate insurance, legal and accounting fees, and other corporate costs such as transfer agent and travel costs. Management considers these to be non-allocable costs for segment purposes.14

13ITEM 2. ~~Subsequent~~MANAGEMENT ~~Events~~S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OnThe ~~July~~following ~~13,~~discussion ~~2020,~~should be aread ~~lender~~in ~~provided~~conjunction ~~the Company~~ with aour ~~Notice~~consolidated offinancial ~~Conversion~~statements toand ~~convert~~related ~~$78~~notes thereto included in this quarterly report,~~000~~ and ofthe ~~principal~~audited consolidated financial statements and ~~interest~~related ~~into~~notes ~~3,000,000~~included ~~shares~~in ofour ~~common~~Annual ~~stock~~Report on Form 10-K for the year ended December 31, 2019.

On July 31, 2020, the Company entered into an Asset Sale and Purchase Agreement to sell substantially all of its assets to RigMax H20, LLC for a total purchase price of $30.0 million in cash, subject to certain adjustments and credits. The transaction is targeted to close, subject to confirmatory due diligence and receipt of shareholder and other mandated regulatory approvals, on or before October 31, 2020.Overview

InWater ~~August~~Now, ~~2020~~Inc. ~~the~~was ~~Company~~incorporated in ~~issued~~Texas ~~100~~on February 10,~~000~~ ~~shares~~2016 to develop and commercialize a gas/diesel and electric powered, portable device that processes and purifies contaminated water. Our water purification product lines consist of ~~common~~portable ~~stock~~units tocapable of providing a ~~consultant~~cost-effective, safe and efficient method of water purification.

13We have also developed a flameless heating technology that allows us to manufacture an electronically powered portable heating platform. The platform uses no combustion or electronic heating elements. By avoiding traditional heating elements, the product is ideal for facilities that generate vapors or dust, such as paint and body shops, furniture manufacturers, fuel depots and grain elevators. Our technology is anticipated to allow for the efficient heating of large spaces such as warehouses and garages. We introduced to the market our initial product offering, HydraHeat, in June 2019, but have yet to generate revenue. The first product that we will make available to the market will heat approximately 1,000 square feet. We are currently in the process of obtaining a UL certification for the product.

~~ITEM~~On 2October 23, 2018, the Company formed HydraSpin USA, Inc., ~~MANAGEMENT’S~~a ~~DISCUSSION~~Texas ~~AND~~corporation ~~ANALYSIS~~(“HydraSpin”), OFas ~~FINANCIAL~~a ~~CONDITION~~wholly-owned subsidiary. ~~AND~~HydraSpin ~~RESULTS~~is OFengaged ~~OPERATIONS~~in the installation and operation of oil recovery systems deployed at saltwater disposal wells associated with the oil industry. The utilized technology developed by African Horizon Technologies (Pty) Ltd (“AHT”) allows for the separation of residual oil from water contained in the disposal sites so as to minimize environmental contamination from the fluids containing oil.

~~The~~On ~~following~~October ~~discussion~~31, ~~should~~2018, bethe ~~read in~~Company ~~conjunction~~entered into an Exclusive Sales Distribution Agreement (the “AHT Agreement”) with ~~our~~AHT ~~consolidated~~whereby ~~financial~~the ~~statements~~Company ~~and~~serves ~~related~~as AHT ~~notes~~s ~~thereto~~exclusive ~~included~~distributor inof ~~this~~the ~~quarterly~~Hydraspin ~~report,~~Hydro ~~and~~Cyclone technology in the ~~audited consolidated~~United ~~financial~~States ~~statements~~of ~~and~~America. ~~related~~Pricing ~~notes~~is ~~included~~established in accordance ~~our~~with ~~Annual~~the ~~Report~~AHT onAgreement. ~~Form~~Products ~~10-K~~are ~~for~~paid 50% upon order and the ~~year~~balance ~~ended~~being ~~December~~due ~~31,~~FOB the port. Typical lead-time to ~~2019~~have a machine ready for deployment after it is ordered is sixty (60) days.

~~Overview~~The Company, through HydraSpin, contracts with owners of saltwater injection wells to reclaim oil using systems manufactured by AHT but owned and operated by HydraSpin. We derive revenue from sharing the proceeds of the oil recovered and sold with the owner of the applicable disposal location, typically on a 50/50 basis. As of the current date, we have ordered 13 systems from AHT, of which we have received six units. These units are currently not in operation but expect to start operations in June 2021. There is currently no timeframe for receiving the remaining seven units from the manufacturer.

~~Water~~On ~~Now~~November 12, ~~Inc.~~2019, the ~~was~~Company, ~~incorporated~~through its HydraSpin subsidiary, signed an Exclusive Distributor Agreement (the “Agreement”) in which the other party to the agreement (the “Distributor”) agrees to become the exclusive distributor of HydraSpin products in certain Texas onand ~~February~~New ~~10,~~Mexico ~~2016~~territories. HydraSpin shall provide the products to ~~develop~~the Distributor at no cost but HydraSpin will receive certain net revenues from the sale of hydrocarbons produced by the deployed units. HydraSpin s share will be 92% of Net Revenues, as that term is defined in the Agreement, for the first 10 installed products and ~~commercialize~~85% afor ~~gas/diesel~~the eleventh product installed and ~~electric~~those ~~powered~~products installed subsequently. In order for the Distributor to maintain the exclusivity granted in the Agreement, ~~portable~~it ~~device~~must ~~that~~deploy ~~processes~~products in 25 new locations during each 12-month period following the effective date and all customer locations in the aggregate must generate an average of ~~purifies~~7,500 ~~contaminated~~barrels of water with at least 2% oil content in each per day. ~~Our~~If ~~water~~the ~~purification~~Agreement is ~~product~~extended ~~lines~~beyond ~~consist~~the initial term of ~~portable~~five ~~units~~years, ~~capable~~the number of ~~providing~~customer alocations ~~cost-effective, safe~~to ~~and~~be ~~efficient~~secured ~~method~~to ofmaintain ~~water~~exclusivity ~~purification~~shall be increased to 50 per year.

We have also developed a flameless heating technology that allows us to manufacture an electronically powered portable heating platform. The platform uses no combustion or electronic heating elements. By avoiding traditional heating elements, the product is ideal for facilities that generate vapors or dust, such as paint and body shops, furniture manufacturers, fuel depots and grain elevators. Our technology is anticipated to allow for the efficient heating of large spaces such as warehouses and garages. We introduced to the market our initial product offering, HydraHeat, in June 2019, but have yet to generate revenue. The first product that we will make available to the market will heat approximately 1,000 square feet. We are currently in negotiations with potential third party manufactures of the product and hope to finalize an OEM agreement in late Q4 2020 or early Q1 2021. Thereafter, we will begin final testing of the retail product offering in hopes of making the product available to the public in the third quarter of 2021.15

OnOil ~~October~~prices ~~23,~~have ~~2018,~~fallen ~~the~~dramatically ~~Company formed~~in ~~HydraSpin USA~~2020, ~~Inc.,~~causing many aproducers ~~Texas~~to ~~corporation (“HydraSpin”), as a~~stop ~~wholly-owned~~exploration ~~subsidiary~~activities. ~~HydraSpin~~This issituation ~~engaged in the installation~~ and ~~operation of oil recovery systems deployed at saltwater disposal wells associated with~~ the ~~oil~~global ~~industry.~~pandemic ~~The~~have ~~utilized~~effectively ~~technology~~temporarily ~~developed~~eliminated ~~by African Horizon Technologies (Pty) Ltd (“AHT”) allows for~~our ~~the~~ability ~~separation of residual oil from water contained in the disposal sites so as~~ to ~~minimize~~produce ~~environmental~~revenues ~~contamination~~ from ~~the~~our ~~fluids~~HydraSpin ~~containing oil~~activities.

On ~~October~~July 31, ~~2018~~2020, ~~the~~we ~~Company~~ entered into an Asset ~~Exclusive~~Sale ~~Sales~~and ~~Distribution~~Purchase Agreement (the “~~AHT~~ Agreement”) to ~~with~~sell ~~AHT~~substantially ~~whereby~~all ~~the~~of ~~Company~~our ~~serves~~assets asto ~~AHT~~RigMax sH20, ~~exclusive~~LLC ~~distributor of~~ (the ~~Hydraspin~~“Buyer”). ~~Hydro~~On ~~Cyclone~~November ~~technology~~24, in2020, ~~the~~we exercised ~~United~~our ~~States~~right ofto ~~America.~~unilaterally ~~Pricing~~terminate ~~is established in accordance with~~ the ~~AHT~~ Agreement. The termination of ~~Products~~the ~~are~~Agreement was ~~paid~~the ~~50%~~result ~~upon~~of ~~order and~~ the Buyer’s inability ~~balance~~to ~~being~~fund ~~due FOB~~ the ~~port~~purchase price. We ~~Typical~~continue ~~lead-time~~ to ~~have~~evaluate the amatter ~~machine ready~~with ~~for~~the ~~deployment~~Buyer and ~~after~~will itprovide isadditional ~~ordered~~information isas ~~sixty~~it ~~(60)~~becomes ~~days~~available.

~~The~~Financial Company, through HydraSpin, contracts with owners of saltwater injection wells to reclaim oil using systems manufactured by AHT but owned and operated by HydraSpin. We derive revenue from sharing the proceeds of the oil recovered and sold with the owner of the applicable disposal location, typically on a 50/50 basis. As of the current date, we have ordered 13 systems from AHT, of which we have received six units. These units are currently in operation. The remaining seven units are expected to be received and placed in operation during 2020.Overview

On November 12, 2019, the Company, through its HydraSpin subsidiary, signed an Exclusive Distributor Agreement (the “Agreement”) in which the other party to the agreement (the “Distributor”) agrees to become the exclusive distributor of HydraSpin products in certain Texas and New Mexico territories. HydraSpin shall provide the products to the Distributor at no cost but HydraSpin will receive certain net revenues from the sale of hydrocarbons produced by the deployed units. HydraSpin s share will be 92% of Net Revenues, as that term is defined in the Agreement, for the first 10 installed products and 85% for the eleventh product installed and those products installed subsequently. In order for the Distributor to maintain the exclusivity granted in the Agreement, it must deploy products in 25 new locations during each 12-month period following the effective date and all customer locations in the aggregate must generate an average of 7,500 barrels of water with at least 2% oil content in each per day. If the Agreement is extended beyond the initial term of five years, the number of customer locations to be secured to maintain exclusivity shall be increased to 50 per year.Revenue

~~Oil~~For ~~prices~~the ~~have~~nine ~~fallen~~months ~~dramatically~~ended September in30, 2020, ~~causing~~we ~~many~~generated ~~producers~~revenues toof ~~stop~~approximately ~~exploration activities~~$7,600. ~~This~~Our ~~situation~~ability ~~and~~to ~~the~~increase ~~global~~revenues ~~pandemic~~will ~~have~~depend ~~effectively~~on the successful manufacturing ~~temporarily~~and ~~eliminated~~commercialization of our ~~ability~~water topurification ~~produce~~and ~~revenues~~heater ~~from~~units ~~our~~and ~~HydraSpin~~the ~~activities~~continued development of contracts with our Hydraspin customers.

14Research and Development Expenses

~~Financial~~The ~~Overview~~Company expenses R&D costs as incurred. The Company’s R&D activities related to activities undertaken to commercialize our water purification and heater products.

~~Revenue~~General and Administrative Expenses

~~For~~General ~~the~~and ~~six~~administrative (“G&A”) ~~months~~expenses ~~ended~~consist ~~June~~primarily ~~30,~~of ~~2020,~~salaries ~~we generated~~and ~~revenues~~related ofcosts ~~approximately~~for $5personnel,~~000.~~ ~~Our~~including ~~ability~~stock-based compensation expense. Subsequent to ~~increase~~the ~~revenues~~active ~~will~~trading ~~depend~~date of our common stock on August 14, 2018, we have based the ~~successful~~fair ~~manufacturing~~value ~~and~~of ~~commercialization~~awards on the quoted closing bid price of our ~~water~~common ~~purification~~stock ~~and~~on ~~heater~~the ~~units~~OTC ~~and~~Markets on the ~~continued~~date ~~development~~ of ~~contracts~~grant. ~~with~~Other ~~our~~G&A ~~Hydraspin~~expenses ~~customers~~include professional fees for legal, finance, accounting, and consulting services, insurance and rent.

~~Research~~We anticipate that our G&A expenses will increase in future periods to support increases in our research and ~~Development~~development ~~Expenses~~activities and as a result of increased headcount, expanded infrastructure, increased legal, compliance, accounting and investor and public relations expenses associated with being a public company and increased insurance premiums, among other factors.

~~The~~Interest ~~Company expenses R&D costs as incurred. The Company’s R&D activities related to activities undertaken to commercialize our water purification and heater products.~~Expense

~~General~~Interest expense consists of interest incurred on borrowings including amortization of beneficial conversation features and ~~Administrative~~debt ~~Expenses~~issue costs.

~~General~~Critical ~~and~~Accounting ~~administrative~~Policies ~~(“G&A”) expenses consist primarily of salaries~~ and related costs for personnel, including stock-based compensation expense. Subsequent to the active trading date of our common stock on August 14, 2018, we have based the fair value of awards on the quoted closing bid price of our common stock on the OTC Markets on the date of grant. Other G&A expenses include professional fees for legal, finance, accounting, and consulting services, insurance and rent.Estimates

WeThe ~~anticipate~~preparation ~~that~~of ~~our~~the ~~G&A~~unaudited consolidated ~~expenses~~financial ~~will increase~~statements inrequires ~~future~~our ~~periods~~management to ~~support~~make ~~increases~~estimates inand ~~our~~assumptions ~~research~~that ~~and~~affect ~~development~~the ~~activities~~reported amounts of assets, liabilities, revenues and asexpenses, aand ~~result~~related disclosure of ~~increased~~contingent ~~headcount~~assets and liabilities. On a regular basis, we ~~expanded~~evaluate ~~infrastructure~~these estimates, ~~increased~~including ~~legal,~~investment ~~compliance,~~impairment. ~~accounting~~These ~~and~~estimates ~~investor~~are ~~and~~based ~~public~~on ~~relations~~management ~~expenses~~s ~~associated~~historical ~~with~~industry ~~being~~experience aand ~~public~~on ~~company~~various ~~and~~other ~~increased~~assumptions ~~insurance~~that ~~premiums,~~are ~~among~~believed ~~other~~to ~~factors~~be reasonable under the circumstances. Actual results may differ from these estimates.

~~Interest~~For ~~Expense~~a description of the accounting policies that, in management s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management s Discussion and Analysis of Financial Condition and Results of Operations Significant Accounting Policies and Recent Accounting Pronouncements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on June 16, 2020.

~~Interest expense consists of interest incurred on borrowings including amortization of beneficial conversation features and debt issue costs.~~16

~~Critical~~During ~~Accounting~~the ~~Policies~~nine months ended September 30, 2020, there were no significant changes in our accounting policies and ~~Estimates~~estimates other than the newly adopted accounting standards that are disclosed in Note 1 to our consolidated financial statements.

~~The~~Results ~~preparation~~ of the unaudited consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates, including investment impairment. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.Operations

For ~~a description of~~ the ~~accounting policies~~three ~~that,~~months inended ~~management’s~~September ~~opinion~~30, ~~involve~~2020 ~~the most significant application of judgment or involve complex estimation~~ and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Accounting Policies and Recent Accounting Pronouncements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 ~~filed with the SEC on June 16, 2020.~~(unaudited)

During the six months ended June 30, 2020, there were no significant changes in our accounting policies and estimates other than the newly adopted accounting standards that are disclosed in Note 1 to our consolidated financial statements.Revenue

15We generated revenues of $3,000 and $20,000 for the three months ended September 30, 2020 and 2019, respectively. We generated revenues of $3,000 and $0 from our water purification products and oil recovery systems segments, respectively, for the three months ended September 30, 2020. We generated revenues of $0 and $20,000 from our water purification products and oil recovery systems segments, respectively, for the three months ended September 30, 2019. We continue to aggressively market our water purification products and oil recovery systems and believe that demand will increase as current customers reorder and new customers are acquired.

~~Results~~Operating ~~of Operations~~ expenses

~~For~~Below is a summary of our operating expenses for the three months ended ~~June~~ September 30, 2020 and 2019 ~~(unaudited)~~:

Revenue

	For the three months ended September 30,
	2020		2019		2020 vs. 2019
						$		%
Salaries and wages	$	218,958	$	398,579		(179,621	)	(45	)%
Professional fees		255,871		271,661		(15,790	)	(6	)%
Selling, general and administrative		213,751		385,772		(172,021	)	(45	)%
Total	$	688,580	$	1,056,012		(367,432	)	(35	)%

WeSalaries ~~generated revenues of $2,000~~ and wages ~~$236,000~~decreased ~~for~~during the three months ended ~~June~~September 30, 2020 ~~and~~primarily ~~2019,~~related ~~respectively.~~to Wedecreases ~~generated~~in ~~revenues of $0 and $2,000 from our water purification products and oil recovery systems segments, respectively, for~~ the ~~three months ended June 30~~salaries, ~~2020.~~payroll Wetaxes ~~generated revenues of $230,000~~ and ~~$6,000 from our water purification products and oil recovery systems segments, respectively, for the three months~~benefits ~~ended~~due ~~June 30, 2019. We continue~~ to ~~aggressively~~a ~~market~~decrease ~~our~~in ~~water~~number ~~purification~~of ~~products and oil recovery systems and believe that demand will increase as current customers reorder and new customers are acquired~~employees.

~~Operating~~Professional ~~expenses~~ fees decreased during the three months ended September 30, 2020 primarily related to decreases in consulting and stock-based compensation.

~~Below~~Selling, isgeneral aand ~~summary of our operating expenses~~administrative ~~for~~decreased during the three months ended ~~June~~September 30, 2020 primarily related to decreases in advertising and ~~2019:~~marketing, shipping, and travel costs.

	For the three months ended
	June 30,
	2020		2019		2020 vs. 2019
						$		%
Salaries and wages	$	85,676	$	588,842		(503,166	)	(85	)%
Professional fees		99,000		247,112		(148,112	)	(60	)%
Selling, general and administrative		128,661		336,019		(207,358	)	(62	)%
Total	$	313,337	$	1,171,973		(858,636	)	(73	)%

Segment contribution to loss from operations is presented in the table below:

~~Salaries~~For ~~and wages decreased during~~ the ~~three months ended June 30, 2020 primarily related to decreases~~Three ~~in the salaries, payroll taxes and benefits due to a decrease in number of employees.~~Months

~~Professional fees~~ Ended ~~decreased during the three months ended June~~ September 30, ~~2020 primarily related to decreases in consulting, legal fees, and stock based compensation.~~

Selling, general and administrative decreased during the three months ended June 30, 2020 primarily related to decreases in advertising and marketing, shipping, and insurance.

	2020		2019
Water purification products	$	177,851	$	608,469
Oil recovery systems		141,196		196,485
General corporate		368,696		247,519
	$	687,743	$	1,052,473

Segment ~~contribution to~~ loss from operations isduring ~~presented~~the three months ended September 30, 2020 decreased primarily due to oil prices falling dramatically in 2020 along with the ~~table~~global ~~below:~~pandemic which have effectively temporarily eliminated our ability to produce revenues. Because of these issues in 2020, we have significantly reduced our headcount and other expenses throughout the company.

	For the Three Months
	Ended June 30,
	2020		2019
Water purification products	$	118,982	$	605,739
Oil recovery systems		74,381		248,533
General corporate		118,304		277,599
	$	311,667	$	1,131,871

~~Segment~~Other loss from operations during the three months ended June 30, 2020 decreased primarily due to oil prices falling dramatically in 2020 along with the global pandemic which have effectively temporarily eliminated our ability to produce revenues. Because of these issues in 2020, we have significantly reduced our headcount and other expenses throughout the company.Expense

16Below is a summary of our other expense for the three months ended September 30, 2020 and 2019:

Other Expense

		For the three months ended September 30,
		2020		2019			2020 vs. 2019
								$		%
Interest expense	$	784,712		$	3,760,191			(2,975,479	)	(79	)%
(Gain) Loss on derivative liability		(442,317	)		(832,566	)		390,249		47	%
Loss on extinguishment of debt		—			130,052			(130,052	)	(100	)%
Total	$	342,395		$	3,057,677			(2,715,282	)	(89	)%

~~Below~~Interest isexpense adecreased primarily ~~summary~~related to amortization of ~~our~~debt ~~other~~issuance ~~expense~~costs on the convertible debt issued during the periods. We recorded a gain ~~for~~on the ~~three~~change ~~months~~in ~~ended~~fair ~~June~~value of derivative liability based on the value of the derivatives as of September 30, 2020. ~~and~~We recorded a loss on extinguishment of debt during the 2019: period due to paying off the convertible notes prior to maturity.

	For the three months ended
	June 30,
	2020		2019		2020 vs. 2019
						$		%
Interest expense	$	1,153,572	$	980,341		173,231		18	%
Loss on derivative liability		758,952		—		758,952		100	%
Loss on extinguishment of debt		—		4,361		(4,361	)	(100	)%
Total	$	1,912,524	$	984,702		927,822		94	%

Net Losses

~~Interest~~We ~~expense~~incurred ~~increased~~net ~~primarily~~losses ~~related to amortization~~ of ~~debt issuance costs on the convertible debt issued during the periods. We recorded a loss on the change in fair~~$1,030,138 ~~value~~and of$4,110,150 ~~derivative~~for ~~liability based on~~ the ~~value~~three ofmonths ~~the~~ended ~~derivatives~~September ~~as of June~~ 30, 2020. Weand ~~recorded~~2019, arespectively, ~~loss~~because ~~on extinguishment~~ of ~~debt~~ ~~during~~ the ~~2019~~factors ~~period~~discussed ~~due to paying off the convertible notes prior to maturity~~above.

Net ~~Losses~~loss per share for the three months ended September 30, 2020 and 2019 was $(0.01) and $(0.10), respectively, based on the weighted-average number of shares issued and outstanding during the period.

WeFor ~~incurred net losses of $2,224,191 and $2,116,573 for~~ the ~~three~~nine months ended ~~June~~ September 30, 2020 and 2019, ~~respectively, because of the factors discussed above.~~ (unaudited)

~~Net loss per share for the three months ended June 30, 2020 and 2019 was $(0.03) and $(0.06), respectively, based on the weighted-average number of shares issued and outstanding during the period.~~Revenue

~~For~~We generated revenues of $8,000 and $334,000 for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively. We generated revenues of $6,000 and $2,000 from our water purification products and oil recovery systems segments, respectively, for the nine months ended September 30, 2020. We generated revenues of $308,000 and $26,000 from our water purification products and oil recovery systems segments, respectively, for the nine months ended September 30, 2019. ~~(unaudited)~~We continue to aggressively market our water purification products and oil recovery systems and believe that demand will increase as current customers reorder and new customers are acquired.

~~Revenue~~Operating expenses

WeBelow ~~generated~~is ~~revenues~~a ofsummary ~~$5,000 and $314,000 for the six months ended June 30, 2020 and 2019, respectively. We generated revenues~~ of ~~$3,000 and $2,000 from~~ our ~~water purification~~operating ~~products~~expenses ~~and oil recovery systems segments, respectively,~~ for the nine ~~six~~ months ended ~~June~~September 30, 2020. ~~We generated revenues of $308,000~~ and ~~$6,000 from our water purification products and oil recovery systems segments, respectively, for the six months ended June 30,~~ 2019~~. We continue to aggressively market our water purification products and oil recovery systems and believe that demand will increase as current customers reorder and new customers are acquired.~~:

Operating expenses

	For the nine months ended September 30,
	2020		2019			2020 vs. 2019
							$		%
Salaries and wages	$	620,701	$	1,310,049			(689,348	)	(53	)%
Professional fees		424,847		812,417			(387,570	)	(48	)%
Selling, general and administrative		582,464		1,087,673			(505,209	)	(46	)%
(Gain) Loss on sale of assets		19,988		(4,070	)		24,058		591	%
Total	$	1,648,000	$	3,206,069			(1,558,069	)	(49	)%

~~Below~~Salaries isand awages ~~summary~~decreased ofduring ~~our operating expenses for~~ the ~~six~~ nine months ended ~~June~~September 30, 2020 primarily related to decreases in the salaries, payroll taxes and ~~2019:~~benefits due to a decrease in number of employees.

	For the six months ended
	June 30,
	2020		2019			2020 vs. 2019
							$		%
Salaries and wages	$	401,743	$	911,470			(509,727	)	(56	)%
Professional fees		168,976		540,756			(371,780	)	(69	)%
Selling, general and administrative		368,713		701,899			(333,186	)	(47	)%
(Gain) Loss on sale of assets		19,988		(4,070	)		24,058		(591	)%
Total	$	959,420	$	2,150,055			(1,190,635	)	(55	)%

~~Salaries~~Professional ~~and wages~~ fees decreased during the ~~six~~nine months ended ~~June~~September 30, 2020 primarily related to decreases in ~~the~~consulting ~~salaries, payroll taxes~~ and ~~benefits~~stock-based ~~due to a decrease in number of employees~~compensation.

~~Professional fees~~Selling, ~~decreased~~general and administrative decreased during the ~~six~~nine months ended ~~June~~September 30, 2020 primarily related to decreases in ~~consulting~~advertising and marketing, ~~legal~~ ~~fees~~shipping, supplies, and ~~stock based compensation~~insurance.

17We recorded a loss on sale of assets during the nine months ended September 30, 2020 from the sale of our trucks and recorded a gain on sale of assets during the nine months ended September 30, 2019 from the sale of our equipment.

~~Selling,~~Segment ~~general and~~contribution ~~administrative~~to ~~decreased~~loss ~~during~~from ~~the~~operations ~~six~~is ~~months ended June 30, 2020 primarily related to decreases~~presented in ~~bad~~the ~~debt~~table ~~expense, advertising and marketing, shipping, supplies, and insurance.~~below:

WeFor ~~recorded a loss on sale of assets during~~ the ~~six months ended June 30, 2020 from the sale of our trucks and recorded a gain on sale of assets during the six months ended~~Nine ~~June 30, 2019 from the sale of our equipment.~~Months

~~Segment~~ Ended ~~contribution to loss from operations~~September ~~is presented in the table below:~~30,

	For the Six Months
	Ended June 30,
	2020		2019
Water purification products	$	~~320~~498,~~286~~137	$	1,~~328~~936,~~293~~762
Oil recovery systems		~~343~~484,~~290~~486		~~345~~541,~~114~~599
General corporate		~~293~~662,~~306~~002		~~426~~674,~~874~~395
	$	~~956~~1,~~882~~644,625	$	23,~~100~~152,~~281~~756

Segment loss from operations during the ~~six~~ nine months ended ~~June~~September 30, 2020 decreased primarily due to oil prices falling dramatically in 2020 along with the global pandemic which have effectively temporarily eliminated our ability to produce revenues. Because of these issues in 2020, we have significantly reduced our headcount and other expenses throughout the company.

Other Expense

Below is a summary of our other expense for the nine ~~six~~ months ended ~~June~~September 30, 2020 and 2019:

	For the six months ended
	For the nine months ended September 30,
	June 30,
	2020			2019			2020 vs. 2019
								$		%
Interest expense	$	2,~~148~~933,~~808~~520		$	14,~~585~~885,~~937~~981			~~562~~(1,~~871~~952,461	)	35(40	)%
Loss on derivative liability		1,309,678			—			1,309,678		100	%
(Gain) Loss on derivative liability		867,361			(646,557	)		1,513,918		234	%
Other income		(895	)		—			(895	)	(100	)%
Loss on extinguishment of debt		—			25182,~~924~~877			(25182,~~924~~877	)	(100	)%
Total	$	3,~~457~~799,~~591~~986		$	14,~~611~~422,~~861~~301			1(622,~~845,730~~315	)	~~115~~(14	)%

Interest expense ~~increased~~ decreased primarily related to amortization of debt issuance costs on the convertible debt issued during the periods. We recorded a loss on the change in fair value of derivative liability based on the value of the derivatives as of ~~June~~September 30, 2020 compared to a gain recorded as of September 30, 2019. We recorded a loss on extinguishment of debt during the 2019 period due to paying off the convertible notes prior to maturity.

Net Losses

We incurred net losses of $45,~~414~~444,~~473 and~~611 and $37,~~712~~575,~~142~~057 for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively, because of the factors discussed above.

Net loss per share for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 was $(0.0708) and $(0.1020), respectively, based on the weighted-average number of shares issued and outstanding during the period.

~~Liquidity and Capital Resources~~ 19

~~Sources~~Liquidity ofand ~~Liquidity~~Capital Resources

~~Through~~Sources ~~June 30, 2020, we have generated revenues~~ of $554,000. From February 10, 2016 (inception) through June 30, 2020, we have incurred losses aggregating $22.4 million. As of June 30, 2020, we had cash and cash equivalents of $9,000. Our auditors issued a going concern opinion with respect to our financial statements as ofLiquidity

18Through September 30, 2020, we have generated revenues of $557,000. From February 10, 2016 (inception) through September 30, 2020, we have incurred losses aggregating $23.5 million. As of September 30, 2020, we had cash and cash equivalents of $31,000. Our auditors issued a going concern opinion with respect to our financial statements as of and for the year ended December 31, 2019 due to the incurrence of significant operating losses, which raise substantial doubt about our ability to continue as a going concern.

~~and~~We ~~for~~have ~~the~~financed ~~year~~our ~~ended~~operations to ~~December~~date ~~31,~~primarily ~~2019~~through ~~due to~~private ~~the~~placements ~~incurrence~~of our common stock and borrowings. As of ~~significant~~September ~~operating~~30, ~~losses~~2020, ~~which~~we ~~raise~~had ~~substantial~~total ~~doubt~~liabilities of ~~about~~approximately ~~our~~$13.0 ~~ability~~million. We expect to continue asto autilize ~~going~~debt ~~concern~~and equity to finance our operations until we become profitable.

WeCash have financed our operations to date primarily through private placements of our common stock and borrowings. As of June 30, 2020, we had total liabilities of approximately $14 million. We expect to continue to utilize debt and equity to finance our operations until we become profitable.Flows

~~Cash~~The ~~Flows~~following table sets forth the primary sources and uses of cash for the period set forth below.

The following table sets forth the primary sources and uses of cash for the period set forth below.

	Nine months ended September 30,
	2020			2019
Net cash used in operating activities	$	(1,262,622	)	$	(2,505,897	)
Net cash provided by (used in) investing activities	$	654,500		$	(1,990,783	)
Net cash provided by financing activities	$	572,988		$	4,570,703

Net increase (decrease) in cash	$	(35,134	)	$	74,023

	Six months ended June 30,
	2020			2019
Net cash used in operating activities	$	(729,208	)	$	(1,842,252	)
Net cash provided by (used in) investing activities	$	29,500		$	(1,990,783	)
Net cash provided by financing activities	$	642,639		$	3,792,264
Net decrease in cash	$	(57,069	)	$	(40,771	)

Operating activities. Our use of cash in operating activities resulted primarily from our net loss, as adjusted for certain non-cash items and changes in operating assets and liabilities. For the nine months ended September 30, 2020, non-cash items mainly consisted of non-cash interest expense, changes in derivative liabilities, and depreciation and amortization, and changes in operating assets and liabilities mainly consisted of increases in accounts payable and accrued expenses and decreases in prepaid expenses and security deposits.

~~Operating~~Investing activities. Cash ~~Our~~provided ~~use~~by ofinvesting ~~cash in operating~~ activities ~~resulted primarily from our net loss, as adjusted~~ for ~~certain non-cash items and changes in operating assets and liabilities. For~~ the ~~six~~nine months ended ~~June~~September 30, 2020, ~~non-cash items mainly~~ consisted of ~~non-cash interest~~additions ~~expense,~~to ~~changes~~property ~~in derivative liabilities,~~ and ~~depreciation~~ equipment and ~~amortization,~~proceeds ~~and~~from ~~changes~~sale ~~in operating assets and liabilities mainly consisted~~ of ~~increases in accounts payable and accrued expenses and decreases in prepaid expenses and security deposits~~assets.

~~Investing~~Financing activities. ~~Cash~~ Cash provided by ~~investing~~financing activities for the ~~six~~nine months ended ~~June~~September 30, 2020 consisted primarily of ~~additions~~proceeds tofrom ~~property~~the issuance ~~and~~of ~~equipment~~our note agreements, convertible note agreements, and ~~proceeds~~ advances from ~~sale~~related ofparties, ~~assets~~offset by payments on notes payable, convertible notes payable, and repayments to related parties.

~~Financing~~Funding activities. Cash provided by financing activities for the six months ended June 30, 2020 consisted primarily of proceeds from the issuance of our note agreements, convertible note agreements, and advances from related parties, offset by payments on notes payable, convertible notes payable, and repayments to related parties.Requirements

~~Funding~~We ~~Requirements~~expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if and as we:

We• ~~expect~~establish toa ~~continue~~sales, tomarketing ~~incur significant expenses~~ and ~~increasing~~distribution ~~operating~~infrastructure ~~losses~~to ~~for~~commercialize ~~the foreseeable future. We anticipate that~~ our ~~expenses~~water ~~will~~purification ~~increase~~units ~~substantially if~~ and asour ~~we:~~other products;

• ~~establish a sales, marketing and distribution infrastructure to commercialize our water purification units and our other products; •~~ maintain, expand and protect our intellectual property portfolio; and ~~• add operational and financial personnel to handle the public company reporting and other requirements to which we will be subject.~~

We• ~~expect~~add ~~that~~operational ~~we will~~and ~~require~~financial ~~additional~~personnel ~~capital~~ to ~~fund~~handle ~~operations,~~the ~~including~~public ~~hiring~~company ~~additional~~reporting ~~employees~~ and ~~increasing~~other ~~inventory~~requirements ~~levels, during~~to ~~the~~which ~~next~~we ~~twelve~~will ~~(12)~~be ~~month period~~subject.

~~Because~~We ofexpect ~~the~~that ~~numerous risks and uncertainties~~we ~~associated~~will ~~with~~require ~~the~~additional ~~development~~capital ~~and~~to ~~commercialization~~fund ~~of our products~~operations, weincluding ~~are~~hiring ~~unable~~additional toemployees ~~estimate~~and ~~the~~increasing ~~amounts~~inventory oflevels, ~~increased capital~~during ~~outlays~~the ~~and~~next ~~operating~~twelve ~~expenses~~(12) ~~associated~~month ~~with successfully commercializing such products~~period. ~~Our future capital requirements will depend on many factors, including:~~

1920

•Because of the ~~costs~~numerous risks and ~~timing~~uncertainties ofassociated ~~commercialization~~with ~~activities~~the ~~for~~development ~~our products, including manufacturing, sales, marketing~~ and ~~distribution;~~commercialization ~~• revenues received from sales~~ of our products~~; • the costs of preparing~~, ~~filing~~we ~~and~~are ~~prosecuting~~unable ~~patent~~to ~~applications,~~estimate ~~maintaining~~the ~~and~~amounts of ~~enforcing~~increased ~~our~~capital ~~intellectual~~outlays ~~property rights~~ and ~~defending~~operating ~~intellectual~~expenses ~~property-related~~associated ~~claims;~~with ~~and~~successfully •commercializing ~~our~~such ~~ability~~products. toOur ~~maintain~~future ~~manufacturing~~capital requirements ~~and~~will ~~distribution~~depend ~~relationships~~ on ~~favorable~~many ~~terms~~factors, ~~if at all.~~including:

~~Until~~• such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, and strategic alliances. We do not have any committed external source of funds. To the ~~extent~~costs ~~that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our shareholders will be diluted,~~ and ~~the~~timing ~~terms~~ of ~~these~~ ~~securities~~commercialization ~~may~~activities ~~include~~for ~~liquidation or other preferences that adversely affect the rights of common shareholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting~~ our ~~ability to take specific actions~~products, ~~such as~~including ~~incurring additional debt~~manufacturing, ~~making capital expenditures or declaring dividends. If we raise additional funds through strategic alliances or licensing arrangements with third parties~~sales, wemarketing ~~may have to relinquish valuable rights to our technologies~~ and future revenue streams or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to commercialize products that we would otherwise prefer to develop and market ourselves.distribution;

~~Quantitative~~• ~~and~~revenues ~~Qualitative~~received ~~Disclosures~~from ~~About~~sales ~~Market~~of ~~Risk~~our products;

We• ~~have~~the ~~not~~costs ~~utilized~~of ~~any derivative financial instruments such as futures contracts~~preparing, ~~options~~filing and ~~swaps,~~prosecuting ~~forward~~patent ~~foreign exchange contracts or interest rate swaps and futures. We do not have any borrowings and~~applications, ~~consequently,~~maintaining ~~we are not affected by changes in market interest rates. We do not currently have any sales or own assets~~ and ~~operate~~enforcing ~~facilities in countries outside the United States and, consequently, we are not affected by foreign currency fluctuations or exchange rate changes. Overall, at this time, we believe that~~ our ~~exposure~~intellectual toproperty ~~interest rate~~rights ~~risk~~ and ~~foreign~~defending ~~currency~~intellectual ~~exchange~~property-related ~~rate~~claims; ~~changes is not material to our financial condition or results of operations.~~and

~~Off-Balance~~• ~~Sheet~~our ~~Arrangements~~ability to maintain manufacturing and distribution relationships on favorable terms, if at all.

WeUntil ~~have~~such ~~not~~time, ~~entered~~if ever, ~~into~~as ~~any~~we ~~off-balance~~can ~~sheet~~generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, ~~arrangements~~debt ~~that~~financings, ~~have~~and orstrategic ~~are~~alliances. ~~reasonably~~We ~~likely~~do tonot have aany ~~current~~committed external source of funds. To the extent that we raise additional capital through the sale of equity or ~~future~~convertible ~~effect~~debt onsecurities, the ownership interest of our ~~financial~~shareholders ~~condition~~will be diluted, and ~~changes~~the interms ~~financial~~of these securities may include liquidation or other preferences that adversely affect the rights of common shareholders. ~~condition~~Debt financing, ~~revenues~~if available, may involve agreements that include covenants limiting or ~~expenses,~~restricting ~~results~~our ofability ~~operations~~to take specific actions, ~~liquidity~~such as incurring additional debt, making capital expenditures or ~~capital~~declaring ~~resources~~dividends. If we raise additional funds through strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies and ~~would~~future revenue streams or grant licenses on terms that may not be ~~considered~~favorable to us. If we are unable to raise additional funds ~~material~~through equity or debt financings when needed, we may be required to ~~investors~~delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to commercialize products that we would otherwise prefer to develop and market ourselves.

~~Tax~~Quantitative ~~Loss~~and ~~Carryforwards~~Qualitative Disclosures About Market Risk

We ~~had~~have anot ~~net~~utilized ~~operating~~any derivative ~~loss~~financial ~~carry-~~instruments such as futures contracts, options and swaps, forward ~~for~~foreign exchange contracts or interest rate ~~federal~~swaps and ~~state~~futures. ~~tax~~We ~~purposes~~do ofnot ~~approximately~~have ~~$14,654,000~~any atborrowings ~~June 30~~and, ~~2020~~consequently, ~~that~~we isare ~~potentially~~not ~~available~~affected toby ~~offset~~changes ~~future~~in ~~taxable income~~market interest rates. ~~For~~We do ~~financial~~not ~~reporting~~currently ~~purposes,~~have noany ~~deferred~~sales ~~tax~~or ~~asset~~own ~~was~~assets ~~recognized~~and ~~because~~operate atfacilities ~~June~~in ~~30,~~countries ~~2020~~outside ~~and~~the ~~December~~United 31States and, ~~2019 management~~consequently, ~~estimates~~we ~~that~~are itnot isaffected ~~more~~by ~~likely~~foreign ~~than~~currency ~~not~~fluctuations ~~that~~or ~~substantially~~exchange ~~all~~rate ofchanges. ~~the~~Overall, ~~net~~at ~~operating~~this ~~losses~~time, ~~will~~we ~~expire~~believe ~~unused.~~that Asour aexposure to ~~result,~~interest ~~the amount~~rate ofrisk ~~the~~and ~~deferred~~foreign ~~tax~~currency ~~assets~~exchange ~~considered~~rate ~~realizable~~changes ~~was~~is ~~reduced~~not ~~100%~~material byto aour ~~valuation~~financial ~~allowance~~condition or results of operations.

~~ITEM 3.~~Off-Balance ~~Quantitative~~Sheet ~~and Qualitative Disclosures About Market Risk~~Arrangements

~~Not~~We ~~Applicable~~have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Tax Loss Carryforwards

We had a net operating loss carry-forward for federal and state tax purposes of approximately $15,413,000 at September 30, 2020, that is potentially available to offset future taxable income. For financial reporting purposes, no deferred tax asset was recognized because at September 30, 2020 and December 31, 2019 management estimates that it is more likely than not that substantially all of the net operating losses will expire unused. As a result, the amount of the deferred tax assets considered realizable was reduced 100% by a valuation allowance.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure ~~Controls~~ Controls and Procedures. The Company’s disclosure controls and procedures are designed to ensure that such information required to be disclosed by the Company in reports filed or submitted under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’ s rules and forms. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the principal executive and the principal financial officer, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained. The Company’s disclosure controls and procedures are designed to provide such reasonable assurance.

20The Company’s management, with the participation of the principal executive and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2020, as required by Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the principal executive and the principal financial officer have concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2020.

~~ensure~~Management’s ~~that~~Report on ~~such~~Internal ~~information~~Control isOver ~~accumulated and~~Financial ~~communicated~~Reporting. toThe Company’s management, ~~including~~is ~~the~~responsible ~~principal~~for ~~executive~~establishing and ~~the~~maintaining adequate ~~principal~~internal controls over financial ~~officer~~reporting, as ~~appropriate~~defined toin ~~allow timely~~Rule ~~decisions~~13a-15(f) ~~regarding~~of ~~required~~the ~~disclosures~~Exchange Act. ~~There~~Although ~~are~~the ~~inherent~~internal ~~limitations~~controls over tofinancial reporting were not audited, the ~~effectiveness~~Company’s ofmanagement, ~~any~~including ~~system~~the ofprincipal ~~disclosure controls~~executive and ~~procedures~~principal financial officer, ~~including~~assessed the ~~possibility~~effectiveness of ~~human~~internal ~~error~~controls ~~and~~over ~~the~~financial ~~circumvention~~reporting oras ~~overriding~~ of ~~controls~~September ~~and~~30, ~~procedures. Accordingly~~2020, ~~even~~based ~~effective~~on ~~disclosure~~criteria ~~controls~~issued in ~~and~~2013 ~~procedures~~by ~~can~~the ~~only~~Committee ~~provide~~of ~~reasonable~~Sponsoring ~~assurance~~Organizations ~~that~~of ~~control~~the ~~objectives~~Treadway ~~are~~Commission (COSO) entitled Internal Control-Integrated ~~attained~~Framework. ~~The~~Upon evaluation, the Company’s ~~disclosure~~management has concluded that the Company’s internal controls ~~and~~over ~~procedures~~financial reporting ~~are~~were ~~designed~~not toeffective ~~provide~~as ~~such~~of ~~reasonable~~September ~~assurance~~30, 2020.

~~The~~Changes ~~Company’s~~in ~~management,~~Internal ~~with~~Control ~~the participation~~Over ofFinancial ~~the~~Reporting. ~~principal~~The ~~executive and principal financial officer, evaluated the effectiveness of the design and operation of the~~ Company’s ~~disclosure~~ ~~controls and procedures as of June 30~~management, ~~2020,~~with asthe ~~required~~participation ~~by Rule 13a-15(e)~~ of the ~~Exchange Act. Based upon that evaluation, the~~ principal executive and ~~the~~ principal financial officer, have concluded ~~that~~there ~~the~~were ~~Company’s~~no ~~disclosure~~changes ~~controls and~~in ~~procedures~~internal ~~were~~control ~~not~~during ~~effective~~the asfiscal ofquarter ~~June~~ended September 30, 2020.

Management’s Report on Internal Control Over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Although the internal controls over financial reporting were not audited, the Company’s management, including the principal executive and principal financial officer, assessed the effectiveness of internal controls over financial reporting as of June 30, 2020, based on criteria issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) entitled “Internal Control-Integrated Framework.” Upon evaluation, the Company’s management has concluded that the Company’s internal controls over financial reporting were not effective as of June 30, 2020.22

~~Changes~~PART ~~in Internal Control Over Financial Reporting~~II. ~~The~~ OTHER Company’s management, with the participation of the principal executive and principal financial officer, have concluded there were no changes in internal control during the fiscal quarter ended June 30, 2020.INFORMATION

PART II. – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may become involved in, or have been involved in, arbitrations or various other legal proceedings that arise from the normal course of our business. We cannot predict the timing or outcome of these claims and other proceedings. The ultimate outcome of any litigation is uncertain, and either unfavorable or favorable outcomes could have a material negative impact on our results of operations, balance sheets and cash flows due to defense costs, and divert management resources. Currently, except as set forth below, we are not involved in any arbitration and/or other legal proceeding that could have a material effect on our business, financial condition, results of operations and cash flows.

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

The following is a summary of our issuances of common stock during the quarter ended ~~June~~September 30, 2020:

During the quarter ended September ~~June~~ 30, 2020 the Company issued a total of 13,~~000~~100,000 shares of common stock, which 3,000,000 shares were issued for conversion of debt and 100,000 shares were issued for consulting services. The Company relied on Section 4(a)(2) of the Securities Act. We believe that the exemption afforded by Section 4(a)(2) was available because none of such issuances involved underwriters, underwriting discounts or commissions; restrictive legends were placed on the certificates representing the shares issued; and none of such sales were made by general solicitation.

2223

SIGNATURES

Pursuant to the requirements 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.

	WATER NOW, INC.
	(Registrant)
Date: August 21, 2020
Date: April 7, 2021
By:	/s/ David King
	David King
	Chief Executive Officer and Chief Financial Officer

2324

INDEX TO EXHIBITS

31.1*

Certification of David King, Chief Executive Officer and Chief Financial Officer, furnished pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1*

Statement of David King, Chief Executive Officer, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~_______~~* XBRL Instance Document

~~_______~~* XBRL Schema Document

~~_______~~* XBRL Calculation Linkbase Document

~~_______~~* XBRL Definition Linkbase Document

~~_______~~* XBRL Label Linkbase Document

~~_______~~* XBRL Presentation Linkbase Document

~~______________________________~~ * Filed or furnished herewith.

* Filed or furnished herewith.25

24Exhibit 31.1

~~Exhibit 31.1~~CERTIFICATION

~~CERTIFICATION~~I, David King, certify that:

1. I, ~~David~~have ~~King~~reviewed this Quarterly Report on Form 10-Q of Water Now, ~~certify~~Inc. ~~that:~~(the “registrant”) for the quarterly period ended September 30, 2020;

12. IBased ~~have~~on ~~reviewed~~my knowledge, this ~~Quarterly~~report ~~Report~~does onnot ~~Form~~contain ~~10-Q~~any untrue statement of ~~Water~~a ~~Now,~~material ~~Inc.~~fact (or omit to state a material fact necessary to make the ~~“registrant”)~~statements ~~for~~made, in light of the ~~quarterly~~circumstances ~~period~~under ~~ended~~which ~~June~~such 30statements were made, ~~2020~~not misleading with respect to the period covered by this report;

23. Based on my knowledge, ~~this~~the ~~report~~financial ~~does~~statements, ~~not~~and ~~contain~~other ~~any~~financial ~~untrue~~information ~~statement~~included ofin athis ~~material~~report, ~~fact~~fairly orpresent ~~omit~~in toall ~~state a~~ material ~~fact~~respects ~~necessary to make~~ the ~~statements~~financial ~~made~~condition, inresults ~~light~~ of ~~the~~operations ~~circumstances~~and ~~under~~cash ~~which~~flows ~~such~~of ~~statements~~the ~~were~~registrant ~~made~~as of, ~~not~~and ~~misleading~~for, ~~with respect to~~ the ~~period~~periods ~~covered~~presented byin this report;

34. ~~Based on~~ myAs ~~knowledge,~~ the ~~financial~~sole ~~statements~~certifying officer, ~~and~~I ~~other~~am ~~financial~~responsible ~~information~~for ~~included~~establishing inand ~~this~~maintaining ~~report,~~disclosure ~~fairly~~controls ~~present~~and inprocedures ~~all~~(as ~~material respects~~defined ~~the~~in ~~financial~~Exchange ~~condition,~~Act ~~results~~Rules of13a-15(e) ~~operations~~and 15d-15(e)) and ~~cash~~internal ~~flows~~control ofover ~~the~~financial ~~registrant~~reporting (as ~~of,~~defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for, the ~~periods~~registrant ~~presented in~~and ~~this report;~~have:

~~4. As the~~a) ~~sole~~Designed ~~certifying~~such ~~officer,~~disclosure Icontrols amand ~~responsible~~procedures, ~~for~~or ~~establishing~~caused ~~and~~such ~~maintaining~~ disclosure controls and procedures ~~(as~~to ~~defined~~be ~~in Exchange~~designed ~~Act~~under ~~Rules~~our ~~13a-15(e)~~supervision, ~~and~~to ~~15d-15(e))~~ensure ~~and~~that ~~internal~~material ~~control~~information ~~over~~relating ~~financial~~to ~~reporting~~the ~~(as~~registrant, ~~defined~~including inits ~~Exchange~~consolidated ~~Act~~subsidiaries, ~~Rules~~is ~~13a-15(f) and~~made ~~15d-15(f))~~known ~~for~~to us by others within those entities, particularly during the ~~registrant~~period ~~and~~in ~~have:~~which this report is being prepared;

ab) Designed such ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial reporting, or caused such ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial reporting to be designed under our supervision, to ~~ensure~~provide ~~that~~reasonable ~~material~~assurance ~~information~~regarding ~~relating to~~ the ~~registrant,~~reliability ~~including~~of ~~its~~financial ~~consolidated~~reporting ~~subsidiaries,~~and isthe ~~made~~preparation ~~known~~of tofinancial usstatements byfor ~~others~~external ~~within~~purposes ~~those entities, particularly during the period~~ in ~~which~~accordance ~~this~~with ~~report~~generally isaccepted ~~being~~accounting ~~prepared~~principles;

bc) ~~Designed such~~ ~~internal~~Evaluated ~~control~~the ~~over~~effectiveness ~~financial~~of ~~reporting,~~the orregistrant's ~~caused~~disclosure ~~such~~controls ~~internal~~and ~~control~~procedures ~~over~~and ~~financial~~presented ~~reporting~~in tothis bereport ~~designed under~~ our ~~supervision,~~ toconclusions ~~provide~~about ~~reasonable~~the ~~assurance~~effectiveness ~~regarding~~of the ~~reliability~~disclosure ofcontrols ~~financial~~and ~~reporting~~procedures, ~~and~~as of the ~~preparation~~end of ~~financial statements~~the ~~for~~period ~~external~~covered ~~purposes~~by inthis ~~accordance~~report ~~with~~based ~~generally~~on ~~accepted~~such ~~accounting principles~~evaluation; and

cd) ~~Evaluated the~~ ~~effectiveness~~Disclosed ofin this report any change in the registrant's ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial ~~and~~reporting ~~presented~~that inoccurred ~~this~~during ~~report~~the ~~our~~registrant's ~~conclusions~~most ~~about~~recent ~~the effectiveness~~fiscal ofquarter (the ~~disclosure~~registrant's ~~controls~~fourth ~~and~~fiscal ~~procedures,~~quarter asin of the ~~end~~case of ~~the~~an ~~period~~annual ~~covered~~report) bythat ~~this~~has ~~report~~materially ~~based~~affected, onor ~~such~~is ~~evaluation~~reasonably likely to materially affect, the registrant's internal control over financial reporting; and

~~d) Disclosed in~~5. ~~this~~As ~~report~~the ~~any~~sole ~~change~~certifying inofficer, ~~the~~I ~~registrant's~~have ~~internal~~disclosed, ~~control~~based ~~over~~on ~~financial~~my ~~reporting~~most ~~that~~recent ~~occurred~~evaluation ~~during~~of ~~the~~internal ~~registrant's~~control ~~most recent~~over ~~fiscal~~financial ~~quarter~~reporting, (to the registrant's ~~fourth~~auditors ~~fiscal~~and ~~quarter in~~ the ~~case~~audit committee of anthe ~~annual~~registrant's ~~report)~~board ~~that~~of ~~has~~directors ~~materially affected,~~ (or is ~~reasonably~~persons ~~likely~~performing ~~to materially affect,~~ the ~~registrant's~~equivalent ~~internal control over financial reporting; and~~functions):

~~5. As the~~a) ~~sole~~All ~~certifying~~significant ~~officer,~~deficiencies Iand ~~have~~material ~~disclosed,~~weaknesses ~~based~~in onthe mydesign ~~most~~or ~~recent~~operation ~~evaluation~~ of internal control over financial reporting~~, to~~ ~~the~~which ~~registrant's~~are ~~auditors~~reasonably ~~and~~likely ~~the~~to ~~audit~~adversely ~~committee~~affect of the registrant's ~~board~~ability ofto ~~directors~~record, ~~(or~~process, ~~persons~~summarize ~~performing~~and ~~the~~report ~~equivalent functions):~~financial information; and

ab) ~~All~~ ~~significant~~Any ~~deficiencies~~fraud, ~~and~~whether ~~material weaknesses in the design~~ or ~~operation~~not ofmaterial, ~~internal~~that ~~control~~involves ~~over~~management ~~financial~~or ~~reporting~~other ~~which are~~employees ~~reasonably~~who ~~likely~~have toa ~~adversely~~significant ~~affect~~role in the registrant's ~~ability~~internal tocontrol ~~record,~~over ~~process, summarize and report~~ financial ~~information; and~~reporting.

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 7, 2021

By:	/s/ David King
	David King
	Chief Executive Officer and Chief Financial Officer

Date: August 21, 2020
By:	/s/ David King
	David King
	Chief Executive Officer and Chief Financial Officer

25Exhibit 32.1

~~Exhibit~~CERTIFICATION 32PURSUANT TO 18 U.1S.C. SECTION 1350,

~~CERTIFICATION~~AS ADOPTED PURSUANT TO

18SECTION ~~U.S.C.~~906 ~~SECTION~~OF ~~1350,~~THE SARBANES-OXLEY ACT OF 2002

ASIn ~~ADOPTED~~connection ~~PURSUANT~~with TOthe Quarterly Report of Water Now, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, David King, Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

~~SECTION~~(1) ~~906~~The OFReport ~~THE~~fully ~~SARBANES-OXLEY ACT~~complies OFwith ~~2002~~the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

~~In connection with the Quarterly Report of Water Now, Inc.~~ (~~the “Company”~~2) onThe ~~Form~~information ~~10-Q~~contained ~~for~~in the ~~period~~Report ~~ended June~~fairly 30presents, ~~2020,~~in asall ~~filed~~material ~~with the Securities and Exchange Commission on the date hereof (the “Report”)~~respects, the ~~undersigned,~~financial ~~David~~condition ~~King, Chief Executive Officer~~ and ~~Chief~~results ~~Financial~~of ~~Officer~~operations of the Company~~, hereby certifies, pursuant to 18 U~~.~~S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:~~

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

Date: April 7, 2021

By:	/s/ David King
	David King
	Chief Executive Officer and Chief Financial Officer

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 21, 2020
By:	/s/ David King
	David King
	Chief Executive Officer and Chief Financial Officer

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