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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the ~~quarter~~quarterly period ended: ~~September~~March 3031, ~~2023~~2024

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

For the transition period from ~~________~~____________ to ~~________~~_____________

Commission ~~file~~File ~~number~~Number: 000-~~56030~~056030

ENERGY ~~and~~AND WATER DEVELOPMENT CORP. (Exact name of registrant as specified in its charter)

(Exact Name of Registrant as Specified in Its Charter)

Florida		30-0781375
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Florida		30-0781375
7901 4th St. N, STE #4174, St. Petersburg, FL		33702
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
(Address of principal executive offices)		(Zip Code)

~~7901~~727-677-9408 ~~4th~~(Registrant’s ~~Street~~telephone ~~N STE #4174~~number, Stincluding ~~Petersburg,~~area ~~Florida 33702~~code)

N/A (~~Address~~Former ofname, ~~Principal~~former ~~Executive~~address ~~Offices~~and former fiscal year, ~~including Zip~~if ~~Code~~changed since last report)

Tel No.: 305-517-7330

(Registrant’s telephone number, including area code)

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

~~Title~~Indicate by ofcheck ~~each~~mark ~~class~~whether ~~Trading~~the ~~Symbol~~registrant (s1) ~~Name~~has filed all reports required to be filed by Section 13 or 15(d) of ~~each~~the ~~exchange~~Securities Exchange onAct ~~which~~of ~~registered~~1934 ~~None~~during ~~None~~the ~~None~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section 13 or 15(d) of the Securities~~to ~~Exchange~~Rule ~~Act~~405 of ~~1934~~Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to ~~file such reports),~~submit ~~and (2) has been subject to~~ such ~~filing requirements for the past 90 days~~files). Yes ☒ No ☐¨

Indicate by check mark whether the registrant is ~~has~~a ~~submitted~~large ~~electronically~~accelerated ~~every~~filer, ~~Interactive~~an ~~Data~~accelerated ~~File~~filer, ~~required~~a tonon-accelerated befiler, ~~submitted~~a ~~pursuant~~smaller toreporting ~~Rule 405 of~~company, ~~Regulation S-T~~or ~~(§ 232.405~~an ofemerging ~~this~~growth ~~chapter)~~company. See ~~during~~ the ~~preceding~~definitions ~~12 months~~of ~~(or~~“large ~~for~~accelerated ~~such~~filer,” ~~shorter~~“accelerated ~~period~~filer,” ~~that~~“smaller ~~the~~reporting company” ~~registrant~~and ~~was~~“emerging ~~required~~growth tocompany” ~~submit~~in ~~such~~Rule ~~files)~~12b-2 of the Exchange Act. ~~Yes ☒ No ☐~~

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

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

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

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

~~The~~As ~~number~~ of ~~shares~~June ~~outstanding~~25, of2024, ~~the registrant’s~~there ~~classes~~were 280,945,682 shares of common stock as of the ~~January~~registrant 5,issued ~~2024~~and ~~was 261,268,040 shares~~outstanding.

~~INDEX~~ENERGY AND WATER DEVELOPMENT CORP.

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
SIGNATURES		28

Quarterly Report on Form 10-Q

~~CAUTIONARY~~ Period ~~STATEMENT~~Ended ~~REGARDING~~March ~~FORWARD-LOOKING~~31, ~~INFORMATION~~2024

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

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

		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	21

	PART II. OTHER INFORMATION

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

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with our financial statements and the related notes included in this Report.1

iPART I

~~PART I.~~ FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

~~Energy~~ENERGY ~~and~~AND ~~Water~~WATER ~~Development~~DEVELOPMENT ~~Corp~~CORP. AND SUBSIDIARIES

~~Condensed~~UNAUDITED ~~Consolidated~~CONDENSED ~~Balance~~CONSOLIDATED ~~Sheets~~FINANCIAL STATEMENTS

	September 30,			December 31,
	Page
	2023			2022
Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	3
	(Unaudited)
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4
Assets
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	5
Current assets:
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	6
Cash	$	115,831		$	40,886
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Accounts receivable		—			52,761
Inventory		468,004			457,646
Prepaid expenses and other current assets		317,581			315,222
Total current assets		901,416			866,515
Property and equipment, net		320,619			245,667
Operating lease right-of-use asset		9,744			62,113
Total assets		1,231,779			1,174,295
Liabilities and stockholders' deficit
Current liabilities
Accounts payable and accrued expenses	$	989,768		$	1,023,563
Accounts payable - related party		—			27,029
Convertible loans payable, net of discounts		168,538			73,664
Due to officers		318,295			222,492
Derivative liability		288,389			184,025
Current portion of operating lease liability		9,744			62,113
Current portion of financing lease liability		38,317			14,327
Total current liabilities		1,813,051			1,607,213
Financing lease liability, net of current portion		103,988			48,946
Total Liabilities		1,917,039			1,656,159
Commitments and contingencies		—			—
Stockholders' deficit:
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, 9,780,976 shares issued and outstanding at both September 30, 2023 and December 31, 2022		9,781			9,781
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 222,682,942 and 182,934,483 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		222,683			182,934
Common stock subscriptions; 26,211,000 and 0 shares as of September 30, 2023 and December 31, 2022, respectively		866,600			—
Additional paid in capital		24,978,426			23,678,396
Accumulated deficit		(26,733,103	)		(24,337,973	)
Accumulated other comprehensive income (loss)		(29,647	)		(15,002	)
Total shareholders' deficit		(685,260	)		(481,864	)
Total liabilities and stockholders' deficit	$	1,231,779		$	1,174,295

~~See accompanying notes to the condensed consolidated financial statements (unaudited).~~2

1ENERGY AND WATER DEVELOPMENT CORP. AND SUBSIDIARIES

~~Energy~~CONDENSED ~~and~~CONSOLIDATED ~~Water~~BALANCE ~~Development Corp.~~SHEETS

Condensed Consolidated Statements of Operations and Comprehensive Loss


	March 31, 2024			December 31, 2023
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	50,506		$	76,627
Inventory		460,922			451,986
Prepaid expenses and other current assets		374,518			379,490
TOTAL CURRENT ASSETS		885,946			908,103

Property and equipment, net		211,605			229,363
Operating lease right-of-use assets		244,516			287,334
TOTAL ASSETS	$	1,342,067		$	1,424,800

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,127,220		$	978,468
Accounts payable - related party		16,900			16,900
Convertible loan payables, net of discount		134,818			152,459
Due to officers		354,148			285,267
Derivative liability		186,973			376,941
Current portion of operating lease liability		153,255			153,803
Current portion of financing lease liability		16,005			16,045
Loans payable		127,917			—
TOTAL CURRENT LIABILITIES		2,117,236			1,979,883

Financing lease liability, net of current portion		29,681			34,570
Operating lease liability, net of current portion		91,261			133,531
TOTAL LIABILITIES		2,238,178			2,147,984

COMMITMENTS AND CONTINGENCIES		—			—

STOCKHOLDERS’ DEFICIT:
Series A Preferred stock, par value $0.001 per share; 50,000,000 shares authorized, 9,780,976 shares issued and outstanding at March 31, 2024 and December 31, 2023		9,781			9,781
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized, 277,695,682 and 268,040,179 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		277,696			268,040
Common stock subscriptions liability; 2,000,000 and 0 shares as of March 31, 2024 and December 31, 2023, respectively		100,000			—
Additional paid in capital		27,507,092			26,776,441
Accumulated deficit		(28,755,111	)		(27,771,291	)
Accumulated other comprehensive loss		(35,568	)		(6,155	)
TOTAL STOCKHOLDERS’ DEFICIT		(896,111	)		(723,184	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,342,067		$	1,424,800

~~(Unaudited)~~See accompanying notes to the condensed consolidated financial statements

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
General and Administrative Expenses
Professional fees	$	348,355		$	106,853		$	690,483		$	398,593
Officers’ salaries and payroll taxes		134,117			128,545			392,085			364,818
Marketing fees		—			129,714			23,832			223,313
Travel and entertainment		13,213			5,920			35,354			24,368
Other general and administrative expenses		314,303			146,268			719,030			384,559
Total general and administrative expenses		809,988			517,300			1,860,784			1,395,651
Loss from operations		(809,988	)		(517,300	)		(1,860,784	)		(1,395,651	)
Other income (expense)
Change in fair value of derivative		(189,042	)		—			(178,933	)		243,653
Other income (expense)		4,753			(134,599	)		7,076			(267,013	)
Loss on settlement of liabilities		—			—			(196,159	)		—
Interest income (expense), net		(71,755	)		—			(165,848	)		(125,712	)
Total other income (expense)		(256,044	)		(134,599	)		(533,864	)		(149,072	)
Loss before taxes		(1,066,032	)		(651,899	)		(2,394,648	)		(1,544,723	)
Tax (income) expenses		(443	)		—			482			—
Net loss	$	(1,065,589	)	$	(651,899	)	$	(2,395,130	)	$	(1,544,723	)
Other comprehensive income (loss)
Foreign currency translation adjustments		(28,295	)		76,694			(14,645	)		134,127
Total other comprehensive income (loss)		(28,295	)		76,694			(14,645	)		134,127
Comprehensive loss	$	(1,093,884	)	$	(575,205	)	$	(2,409,775	)	$	(1,410,596	)
Weighted average number of common shares outstanding		218,557,629			175,760,253			204,852,652			165,908,048
Net loss per common share - Basic and Diluted		(0.00	)		(0.00	)		(0.01	)		(0.01	)

~~See~~ENERGY ~~accompanying~~AND ~~notes~~WATER toDEVELOPMENT ~~the condensed~~CORP. ~~consolidated financial~~AND ~~statements (unaudited).~~SUBSIDIARIES

2CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~Energy and Water Development Corp.~~(UNAUDITED)

Condensed Statements of Changes in Stockholders’ Deficit


	For the Three Months Ended March 31,
	2024			2023
REVENUE	$	—		$	—
COST OF EQUIPMENT SOLD	—			—
GROSS PROFIT		—			—

GENERAL AND ADMINISTRATIVE EXPENSES
Professional fees		158,883			132,576
Officers’ salaries and payroll taxes		98,683			136,633
Marketing fees		10,814			14,996
Travel and entertainment		2,923			5,527
Other general and administrative expenses		344,892			215,449
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES		616,195			505,181

LOSS FROM OPERATIONS		(616,195	)		(505,181	)

OTHER INCOME (EXPENSE)
Change in fair value of derivative		(188,019	)		30,593
Other income (expense)		(1,918	)		8,392
Loss on settlement of liabilities		—			(196,159	)
Interest expense		(177,688	)		(47,671	)
TOTAL OTHER INCOME (EXPENSE)		(367,625	)		(204,845	)

LOSS BEFORE INCOME TAXES		(938,820	)		(710,026	)
INCOME TAX BENEFIT (EXPENSE)		—			—
NET LOSS	$	(938,820	)	$	(710,026	)

OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments		(29,413	)		(5,618	)
TOTAL OTHER COMPREHENSIVE LOSS		(29,413	)		(5,618	)
COMPREHENSIVE LOSS	$	(1,013,233	)	$	(715,644	)

Net loss per common share - Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - Basic and diluted		275,111,870			192,887,042

~~(Unaudited)~~ See accompanying notes to the condensed consolidated financial statements

	Preferred Stock				Common Stock				Common Stock Subscriptions						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Loss			Deficit
BALANCE AT DECEMBER 31, 2021		9,780,796	$	9,781		143,840,643	$	143,840		15,855,000		$	792,745		$	20,777,401		$	(22,395,393	)	$	(42,444	)	$	(714,070	)
Sale of Common Stock		—		—		17,453,000		17,453		(14,953,000	)		(747,650	)		1,030,197			—			—			300,000
Common stock issued for services		—		—		520,000		520		—			—			88,080			—			—			88,600
Common stock issued to satisfy convertible debt		—		—		540,716		541		—			—			49,459			—			—			50,000
Stock issued for interest and fees		—		—		34,842		35		—			—			3,187			—			—			3,222
Subscriptions liability reclassification to subscriptions		—		—		—		—		7,547,000			377,350			—			—			—			377,350
Derivative settled upon conversion of debt		—		—		—		—		—			—			110,507			—			—			110,507
Subscription deposits received		—		—		—		—		1,875,000			300,000			—			—			—			300,000
Costs associated with equity line of credit		—		—		—		—		—			—			(24,000	)		—			—			(24,000	)
Net loss		—		—		—		—		—			—			—			(358,710	)		—			(358,710	)
Other comprehensive loss		—		—		—		—		—			—			—			—			13,970			13,970
BALANCE AT March 31, 2022		9,780,796	$	9,781		162,389,201	$	162,389		10,324,000		$	722,445		$	22,034,831		$	(22,754,103	)	$	(28,474	)	$	146,869
Sale of Common Stock		—		—		10,402,947		10,403		(10,324,000	)		(722,445	)		727,042			—			—			15,000
Common stock issued for services		—		—		227,273		227		—			—			49,773			—			—			50,000
Subscription deposits received		—		—		—		—		1,000,000			150,000			—			—			—			150,000
Net loss		—		—		—		—		—			—			—			(534,114	)		—			(534,114	)
Other comprehensive loss		—		—		—		—		—			—			—			—			43,463			43,463
BALANCE AT June 30, 2022		9,780,796		9,781		173,019,421		173,019		1,000,000			150,000			22,811,646			(23,288,217	)		14,989			(128,782	)
Sale of Common Stock		—		—		4,023,368		4,023		(1,000,000	)		(150,000	)		445,977			—			—			300,000
Common stock issued for services		—		—		827,273		828		—			—			128,672			—			—			129,500
Subscription deposits received		—		—		—		—		—			—			—			—			—			—
Net loss		—		—		—		—		—			—			—			(651,899	)		—			(651,899	)
Other comprehensive loss		—		—		—		—		—			—			—			—			76,694			76,694
BALANCE AT September 30, 2022		9,780,796		9,781		177,870,062		177,870		—			—			23,386,295			(23,940,116	)		91,683			(274,487	)

~~See~~ENERGY ~~accompanying~~AND ~~notes~~WATER toDEVELOPMENT ~~the condensed~~CORP. ~~consolidated financial~~AND ~~statements (unaudited).~~SUBSIDIARIES

3CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

	Preferred Stock				Common Stock				Common Stock Subscriptions						Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Loss			Deficit
BALANCE AT DECEMBER 31, 2022		9,780,796	$	9,781		182,934,483	$	182,934		—		$	—		$	23,678,396	$	(24,337,973	)	$	(15,002	)	$	(481,864	)
Sale of Common Stock		—		—		5,685,988		5,686		13,674,000			310,700			227,814		—			—			544,200
Common stock issued to officers for accrued salary		—		—		6,952,523		6,953		—			—			357,332		—			—			364,285
Imputed interest on related party loans		—		—		—		—		—			—			3,305		—			—			3,305
Net loss		—		—		—		—		—			—			—		(710,026	)		—			(710,026	)
Other comprehensive loss		—		—		—		—		—			—			—		—			(5,618	)		(5,618	)
BALANCE AT March 31, 2023		9,780,796	$	9,781		195,572,994	$	195,573		13,674,000		$	310,700		$	24,266,847	$	(25,047,999	)	$	(20,620	)	$	(285,718	)
Sale of Common Stock		—		—		14,694,000		14,694		(13,674,000	)		(310,700	)		321,506		—			—			25,500
Common stock issued to satisfy convertible debt		—		—		4,479,247		4,479		—			—			88,521		—			—			93,000
Common stock issued for interest and fees		—		—		273,931		274		—			—			5,268		—			—			5,542
Derivative settled upon conversion of debt		—		—		—		—		—			—			113,806		—			—			113,806
Subscription deposits received		—		—		—		—		1,500,000			30,000			—		—			—			30,000
Net loss		—		—		—		—		—			—			—		(619,515	)		—			(619,515	)
Other comprehensive loss		—		—		—		—		—			—			—		—			19,268			19,268
BALANCE AT June 30, 2023		9,780,796	$	9,781		215,020,172	$	215,020		1,500,000		$	30,000		$	24,795,948	$	(25,667,514	)	$	(1,352	)	$	(618,117	)
Subscriptions liability reclassification to subscriptions		—		—		—		—		5,170,000			113,800			—		—			—			113,800
Sale of Common Stock		—		—		5,500,000		5,500		(1,500,000	)		(30,000	)		104,500		—			—			80,000
Common stock issued to satisfy convertible debt		—		—		2,000,000		2,000		—			—			33,000		—			—			35,000
Common stock issued for interest and fees		—		—		162,770		163		—			—			2,685		—			—			2,848
Derivative settled upon conversion of debt		—		—		—		—		—			—			42,293		—			—			42,293
Subscription deposits received		—		—		—		—		21,041,000			752,800			—		—			—			752,800
Net loss		—		—		—		—		—			—			—		(1,065,589	)		—			(1,065,589	)
Other comprehensive loss		—		—		—		—		—			—			—		—			(28,295	)		(28,295	)
BALANCE AT September 30, 2023		9,780,796	$	9,781		222,682,942	$	222,683		26,211,000		$	866,600		$	24,978,426	$	(26,733,103	)	$	(29,647	)	$	(685,260	)

(UNAUDITED)

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


	Preferred Stock			Common Stock			Common Stock Subscriptions				Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount	Shares		Amount	Shares		Amount		Shares		Amount			Loss			Deficit
Balance at December 31, 2022	9,780,796	$	9,781	182,934,483	$	182,934	—	$	—	$	23,678,396	$	(24,337,973	)	$	(15,002	)	$	(481,864	)
Sale of common stock	—		—	5,685,988		5,686	13,674,000		310,700		227,814		—			—			544,200
Common stock issued to officers for- accrued salary	—		—	6,952,523		6,953	—		—		357,332		—			—			364,285
Imputed interest on related party loans	—		—	—		—	—		—		3,305		—			—			3,305
Net loss	—		—	—		—	—		—		—		(710,026	)		—			(710,026	)
Other comprehensive loss	—		—	—		—	—		—		—		—			(5,618	)		(5,618	)
Balance at March 31, 2023	9,780,796	$	9,781	195,572,994	$	195,573	13,674,000	$	310,700	$	24,266,847	$	(25,047,999	)	$	(20,620	)	$	(285,718	)


	Preferred Stock			Common Stock			Common Stock Subscriptions				Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount	Shares		Amount	Shares		Amount		Shares		Amount			Loss			Deficit
Balance at December 31, 2023	9,780,796	$	9,781	268,040,179	$	268,039	—	$	—	$	26,776,442	$	(27,771,291	)	$	(6,155	)	$	(723,184	)
Sale of common stock	—		—	1,741,667		1,742	2,000,000		100,000		38,258		—			—			140,000
Common stock issued to satisfy convertible debt	—		—	7,500,000		7,500	—		—		67,500		—			—			75,000
Common stock issued for interest and fees	—		—	413,836		414	—		—		3,723		—			—			4,137
Derivative settled upon conversion of debt	—		—	—		—	—		—		621,169		—			—			621,169
Net loss	—		—	—		—	—		—		—		(983,820	)		—			(983,820	)
Other comprehensive loss	—		—	—		—	—		—		—		—			(29,413	)		(29,413	)
Balance at March 31, 2024	9,780,796	$	9,781	277,695,682	$	277,695	2,000,000	$	100,000	$	27,507,092	$	(28,755,111	)	$	(35,568	)	$	(896,111	)

~~Energy~~See ~~and~~accompanying ~~Water~~notes ~~Development~~to ~~Corp.~~the condensed consolidated financial statements

~~Condensed Consolidated Statements of Cash Flows~~5

~~(Unaudited)~~ENERGY AND WATER DEVELOPMENT CORP. AND SUBSIDIARIES

	For the Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(2,395,130	)	$	(1,544,723	)
Reconciliation of net loss to net cash used in operating activities
Amortization of debt discount and deferred financing costs		151,404			63,296
Depreciation and amortization		57,873			7,778
Non-cash lease expense		52,369			—
Change in fair value of derivative liability and derivative expense		178,933			(243,653	)
Stock issued for services		—			268,100
Imputed interest on related party loans		3,305			—
Loss on settlement		196,159			—
Bad debt expense		52,761			—
Foreign currency (gain) loss		2,475			265,444
Changes in operating assets and liabilities:
Inventory		(10,358	)		(272,143	)
Prepaid expenses and other current assets		(2,359	)		75,370
Accounts payable, accrued expenses and deferred taxes		80,566			47,883
Due to related party		—			(71,095	)
Operating lease liabilities, current and non-current		(52,369	)		—
Due to officers		130,929			85,169
Cash used in operating activities		(1,553,442	)		(1,318,574	)
Cash flows from investing activities:
Purchase of property and equipment		(31,781	)		(78,123	)
Net cash used in investing activities		(31,781	)		(78,123	)
Cash flows from financing activities:
Proceeds from convertible notes		153,000			—
Repayments of convertible loans payable		—			(150,000	)
Proceeds from sale of stock		679,700			765,000
Proceeds from subscriptions		866,600			300,000
Payments of finance lease liabilities		(22,012	)		—
Costs associated with equity line of credit		—			(24,000	)
Cash provided by financing activities		1,677,288			891,000
Effect of exchange rate changes on cash		(17,120	)		(26,988	)
Net change in cash		74,945			(532,685	)
Cash, beginning of period		40,886			589,668
Cash, end of period	$	115,831		$	56,983
Supplemental cash flow information:
Cash paid for interest	$	5,788		$	67,940
Cash paid for taxes	$	—		$	—
Non-cash investing and financing activities:
Common shares issued for interest and fees	$	8,390		$	3,222
Reclassification of common stock subscriptions to common stock	$	—		$	747,650
Common shares issued for conversion of loans payable	$	128,000		$	50,000
Derivative liability discount	$	81,530		$	—
Derivative settled upon conversion of debt	$	156,099		$	110,507
Reclassification of liability to equity for subscriptions	$	—		$	377,350
Addition of finance lease obligation	$	101,044		$	—

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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


	For the Three Months Ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(983,820	)	$	(710,026	)
Reconciliation of net loss to net cash used in operating activities
Amortization of debt discount and deferred financing costs		59,275			43,157
Depreciation expense		23,543			19,402
Non-cash lease expense		42,818			23,357
Change in fair value of derivative liability		188,019			(30,593	)
Imputed interest on related party loans		—			3,305
Loss on settlement of liabilities		—			196,159
Loss on partial extinguishment of convertible debt		95,404			—
Foreign currency loss		(1,205	)		—
Changes in operating assets and liabilities:
Inventory		(8,936	)		(9,881	)
Prepaid expenses and other current assets		4,972			14,485
Operating lease liabilities, current and non-current		(42,818	)		(22,754	)
Accounts payable and accrued expenses		148,752			19,777
Due to related party		—			(3,000	)
Due to officers		68,881			64,010
NET CASH USED IN OPERATING ACTIVITIES		(405,116	)		(392,602	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(5,785	)		—
NET CASH USED IN INVESTING ACTIVITIES		(5,785	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of finance leases		(4,929	)		(2,791	)
Proceeds from convertible notes		150,000			—
Proceeds from sale of common stock		40,000			233,500
Proceeds from common stock subscriptions		100,000			310,700
Proceeds from promissory notes		127,917			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		412,988			541,409

Effect of exchange rate changes on cash		(28,208	)		(45,252	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(26,121	)		103,555

CASH AND CASH EQUIVALENTS
Beginning of the period		76,627			40,886
End of the period	$	50,506		$	144,441

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	—		$	451

NON-CASH INVESTING AND FINANCING ACTIVITIES
Reclassification of common stock subscription liability to common stock subscriptions	$	—		$	310,700
Common shares issued for interest and fees	$	4,138		$	—
Common shares issued for conversion of loans payable	$	75,000		$	—
Derivative liability discount	$	133,182		$	—
Derivative settled upon conversion of debt	$	621,169		$	—

~~Energy~~See ~~and~~accompanying ~~Water~~notes ~~Development~~to ~~Corp.~~the condensed consolidated financial statements

~~Notes to the Condensed Consolidated Financial Statements (Unaudited)~~6

~~Note~~ENERGY ~~1. Incorporation~~AND ~~and~~WATER ~~Nature~~DEVELOPMENT ~~of Operations~~CORP. AND SUBSIDIARIES

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

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

InNote ~~September 2019, the Company changed its name to Energy and Water Development Corp~~1. toIncorporation ~~more accurately reflect the Company’s purpose~~ and ~~business~~Nature ~~sector~~of and the Company has registered its logo “EAWD” with the United States Patent and Trademark Office, the European Union Intellectual Property Office and the World Intellectual Property Organization (WIPO) to secure its corporate identity. Operations

ToEnergy ~~ensure~~and ~~the~~Water ~~Company~~Development ~~is positioned~~Corp. ~~to service its growing business in one of~~ (the ~~EU’s~~“Company”) was ~~most~~originally ~~environmentally~~incorporated ~~progressive~~as ~~countries, the Company has~~ a ~~branch registered~~Delaware tocorporation ~~conduct~~named ~~business~~Wealthhound.com, Inc. in ~~Germany~~2000 and ~~two~~was ~~wholly-owned~~converted ~~German~~to ~~subsidiaries:~~a ~~Energy~~Florida ~~and~~corporation ~~Water~~under the ~~Development~~name ~~Deutschland~~Eagle ~~GmbH~~International ~~(“EAWD Deutschland”)~~Holdings ~~and~~Group ~~EAWD~~Inc. ~~Logistik~~on ~~GmbH~~December ~~(“EAWD~~14, ~~Logistik”)~~2007.

~~Note~~On 2March 10, 2008, the Company changed its name to Eurosport Active World Corporation and on March 17, 2008, the Company entered into an Agreement and Plan of Acquisition (the “Acquisition Agreement”) with Inko Sport America, LLC (“ISA”), a privately-held Florida limited liability company wherein all of the certified owners of ISA exchanged their ownership interests in ISA for shares of the Company. ~~Summary~~In connection with the closing of ~~Significant~~the Acquisition Agreement, ~~Accounting~~the ~~Policies~~Company adopted ISA’s business plan. This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes. ISA was administratively dissolved in September 2010. In September 2019, the Company changed its name to Energy and Water Development Corp. to more accurately reflect the Company’s purpose and business sector.

~~Principles~~In order to effectively cater to its expanding operations within one of ~~Consolidation~~the EU’s most environmentally advanced nations, the Company has strategically established a branch for business operations in Germany, along with two wholly-owned German subsidiaries: Energy and ~~Basis~~Water Development Deutschland GmbH (“EAWD Deutschland”) and EAWD Logistik GmbH (“EAWD Logistik”). Moreover, recognizing the importance of ~~Presentation~~regional market demands, the Company has also extended its presence to Mexico through a wholly-owned subsidiary called EAWD Mexico SAPI de CV (“EAWD Mexico”), enhancing its capacity to address the needs of this area efficiently. This strategic positioning not only reflects the Company's commitment to environmental progress but also ensures an optimized response to evolving market requirements.

~~The condensed consolidated financial statements include~~Note ~~the~~2. ~~accounts~~Basis of ~~EAWD~~Presentation and ~~its~~Other ~~subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.~~Information

~~The~~Principles ~~condensed consolidated financial statements (unaudited) include the accounts~~ of ~~Energy~~Consolidation and ~~Water~~Basis ~~Development Corp. and have been prepared in accordance with accounting principles generally accepted in the United States~~ of America and the rules of the Securities and Exchange Commission. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC.Presentation

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The ~~results of operations for the interim periods are not necessarily indicative of the~~consolidated ~~results to be expected for the full year. Notes to the~~ financial statements ~~that~~include ~~would substantially duplicate~~ the ~~disclosures~~accounts ~~contained in the audited financial statements~~ of ~~Energy and Water Development Corp~~EAWD. ~~for~~All ~~the~~intercompany ~~fiscal~~transactions ~~year~~and ~~ended~~balances ~~December 31, 2022,~~ have been ~~omitted~~eliminated in consolidation.

~~Foreign~~The ~~currency~~consolidated financial ~~translation~~statements include the accounts of Energy and Water Development Corp. and Subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

~~The~~In ~~United~~the ~~States~~opinion of management, all adjustments, consisting ~~dollar~~of ~~(“USD”)~~normal isrecurring adjustments, necessary for a fair presentation of financial position and the ~~Company’s~~results ~~reporting~~of ~~currency.~~operations ~~The~~for ~~Company~~the ~~has~~interim periods ~~two~~presented ~~subsidiaries~~have ~~located~~been inreflected ~~Germany~~herein. The ~~net~~results ~~sales generated,~~of ~~and~~operations for the ~~related~~interim ~~expenses~~periods ~~directly~~are ~~incurred~~not ~~from~~necessarily indicative of the results ~~operations,~~to ifbe ~~any,~~expected ~~are~~for ~~denominated~~the infull ~~local~~year. ~~currency,~~Notes ~~Euro~~to ~~(“Euro”).~~the financial statements that would substantially duplicate the disclosures contained ~~The~~in ~~functional~~the ~~currency~~audited financial statements of ~~the~~Energy ~~subsidiaries~~and isWater ~~generally~~Development Corp. for the ~~same~~fiscal asyear ~~the~~ended ~~local~~December ~~currency~~31, 2023, have been omitted.

~~Assets~~Foreign and liabilities measured in Euros are translated into USD at the prevailing exchange rates in effect as of the financial statement date and the related gains and losses, net of applicable deferred income taxes, are reflected in accumulated other comprehensive loss in its balance sheets. Income and expense accounts are translated at the average exchange rate for the period. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency ~~fluctuations. During the nine months ended September 30, 2023 the Company used a spot rate of 1.06 and an average rate of 1.08 when converting EURO to USD.~~ translation

6The United States dollar (“USD”) is the Company’s reporting currency. The Company has a subsidiary located in Germany. The net sales generated, and the related expenses directly incurred from the operations, if any, are denominated in local currency, Euro (“Euro”). The functional currency of the subsidiary is generally the same as the local currency.

~~Energy~~Assets and ~~Water~~liabilities ~~Development~~measured ~~Corp~~in Euros are translated into USD at the prevailing exchange rates in effect as of the financial statement date and the related gains and losses, net of applicable deferred income taxes, are reflected in accumulated other comprehensive loss in its balance sheets.~~Notes~~ Income and expense accounts are translated at the average exchange rate for the period. The Company has not, to the ~~Condensed~~date ~~Consolidated~~of ~~Financial~~these ~~Statements~~consolidated ~~(Unaudited)~~financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. During the year ended December 31, 2023 the Company used a spot rate of 1.10 and an average rate of 1.08 when converting EURO to USD.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates relating to the determination of impairment of assets, assessment of going concern, the determination of the fair value of stock-based compensation, and the recoverability of deferred income tax assets.

Leases

Effective January 1, 2019, the Company adopted ASC 842- Leases (“ASC 842”). The lease standard provided a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease; did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right-of-use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (facilities).

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company does not have operating or financing leases.

Cash

The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has $~~115~~50,~~831~~506 and $4076,~~886~~627 cash asat ofMarch ~~September 30~~31, ~~2023~~2024 and December 31, ~~2022, respectively~~2023.

Inventory

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

Prepaid Expenses and Other Current Assets

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

Property and Equipment

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

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

7Deferred Financing Costs

~~Energy~~The ~~and~~Company has ~~Water~~recorded ~~Development~~deferred ~~Corp~~financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities.~~Notes~~ These costs are amortized to interest expense using the ~~Condensed~~straight-line ~~Consolidated~~method ~~Financial~~which ~~Statements~~approximates ~~(Unaudited)~~the interest rate method over the term of the related debt. There were no deferred financing costs as of March 31, 2024 and December 31, 2023.

~~Revenue~~Fair ~~Recognition~~Value of Financial Instruments

~~The~~Fair ~~Company~~value ~~recognizes~~is ~~revenue~~defined inas ~~accordance with~~the ~~ASC~~price ~~606,~~that ~~Revenue~~would ~~from~~be ~~Contracts~~received to ~~with~~sell ~~Customers,~~an ~~the~~asset ~~core~~or ~~principle~~paid ofto ~~which~~transfer isa ~~that~~liability in an ~~entity~~orderly ~~should~~transaction ~~recognize~~between ~~revenue~~market toparticipants ~~depict the~~at ~~transfer~~a ofmeasurement ~~promised~~date. A fair ~~goods~~value orhierarchy ~~services~~requires ~~to customers in~~ an ~~amount~~entity ~~that~~to ~~reflects~~maximize the ~~consideration~~use toof ~~which~~observable ~~the~~inputs, ~~entity~~where ~~expects~~available, toand ~~be entitled~~minimize tothe ~~receive~~use inof ~~exchange~~unobservable inputs ~~for~~when ~~those~~measuring ~~goods~~fair ~~or services~~value.

ToDescribed ~~achieve~~below ~~this~~are ~~core principle, five basic criteria must be met before revenue can be recognized: (1) identify~~ the ~~contract~~three ~~with~~levels aof ~~customer;~~inputs ~~(2) identify the performance obligations~~that inmay ~~the~~be ~~contract;~~used ~~(3) determine the transaction price; (4) allocate the transaction price~~ to ~~performance~~measure ~~obligations~~fair in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. During the three and nine months ended September 30, 2023 and 2022, the Company did not recognize any revenue.value:

~~Fair~~Level ~~Value~~1 of– ~~Financial~~Quoted ~~Instruments~~prices in active markets that are accessible at the measurement date for identical assets or liabilities,

~~Fair~~Level ~~value~~2 is– ~~defined~~Observable ~~as the price~~ prices that ~~would~~are bebased ~~received to~~on ~~sell~~inputs annot ~~asset~~quoted oron ~~paid~~active tomarkets, ~~transfer~~but acorroborated ~~liability~~by ~~in an orderly transaction between~~ market ~~participants at a measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs~~data, ~~where available, and minimize the use of unobservable inputs when measuring fair value.~~

~~Described~~Level ~~below~~3 ~~are~~– ~~the~~Unobservable ~~three~~inputs are ~~levels~~used ofwhen ~~inputs~~little ~~that may~~or beno ~~used~~market todata ~~measure~~is ~~fair value:~~available.

~~Level~~The 1application –of the three levels of the fair value ~~Quoted~~hierarchy ~~prices~~under inASC ~~active~~Topic ~~markets~~820-10-35, ~~that~~our ~~are~~derivative ~~accessible~~liabilities atas ~~the~~of ~~measurement~~March ~~date~~31, ~~for~~2024 ~~identical~~and ~~assets~~December or31, ~~liabilities~~2023, were $186,973 and $376,941, respectively and measured on Level 3 inputs.

~~Level~~Certain 2assets ~~– Observable~~and ~~prices~~liabilities ~~that~~ are ~~based~~required to be recorded at fair value on ~~inputs~~a ~~not~~recurring ~~quoted~~basis. The Company adjusts derivative financial instruments to fair value on ~~active~~a ~~markets~~recurring basis. The fair value for other assets and liabilities such as cash, ~~but~~accounts ~~corroborated~~receivable, byprepaid ~~market~~expenses ~~data~~and other current assets, and accounts payable and accrued expenses have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its indebtedness approximates fair value based on current yields for debt instruments with similar terms.

~~Level~~Income ~~3 – Unobservable inputs are used when little or no market data is available.~~Taxes

~~The~~Income ~~application~~taxes are ofaccounted for under the ~~three~~asset ~~levels~~and ofliability ~~the~~method ~~fair~~as ~~value hierarchy~~stipulated ~~under~~by ASC ~~Topic 820-10-35~~740, ~~our~~“Accounting ~~derivative~~for Income Taxes”. Deferred tax assets and liabilities asare recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of ~~September~~existing ~~30,~~assets ~~2023~~and liabilities and ~~December~~their ~~31,~~respective ~~2022~~tax ~~were~~bases ~~$288,389~~and operating loss and ~~$184,025,~~tax credit carry forwards. Deferred tax ~~respectively~~assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on ~~Level~~deferred 3tax ~~inputs~~assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of the valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized.

~~Certain~~ASC ~~assets~~740 provides interpretative guidance for the financial statement recognition and ~~liabilities~~measurement ~~are~~of ~~required~~a tax position taken or expected to be taken in a tax ~~recorded~~return. atIn ~~fair~~the ~~value~~unlikely onevent athat ~~recurring~~an ~~basis.~~uncertain ~~The~~tax ~~Company~~position ~~adjusts~~exists ~~derivative~~in ~~financial~~which ~~instruments~~the toCorporation ~~fair~~could ~~value~~incur onincome ataxes, ~~recurring~~the ~~basis.~~Corporation ~~The~~would ~~fair~~evaluate ~~value~~whether ~~for~~there ~~other~~is ~~assets~~a ~~and~~probability ~~liabilities~~that ~~such~~the asuncertain ~~cash,~~tax ~~accounts~~position ~~receivable,~~taken ~~prepaid~~would ~~expenses~~be ~~and~~sustained ~~other~~upon ~~current~~examination ~~assets,~~by ~~accounts~~the taxing ~~payable~~authorities. ~~and~~A ~~accrued~~liability ~~expenses,~~for ~~deferred~~uncertain ~~cost~~tax ~~and~~positions ~~deferred~~would ~~revenue~~then ~~have~~be ~~been~~recorded ~~determined~~if tothe ~~approximate~~Corporation ~~carrying~~determined ~~amounts~~it ~~due~~is tomore ~~the~~likely ~~short~~than not that ~~maturities~~a ofposition ~~these~~would ~~instruments.~~not ~~The~~be ~~Company~~sustained ~~believes~~upon ~~that~~examination ~~its~~or ~~indebtedness~~if ~~approximates~~a ~~fair~~payment ~~value~~would ~~based~~have onto ~~current~~be ~~yields~~made ~~for~~to ~~debt~~a ~~instruments with~~taxing ~~similar~~authority ~~terms~~and the amount is reasonably estimable.

~~Loss~~As ~~Per~~of ~~Common~~December 31, ~~Share~~2023 and 2022, the Corporation does not believe any uncertain tax positions exist that would result in the Corporation having a liability to the taxing authorities. The Corporation’s policy is to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and general and administrative expense, respectively, in the statement of operations. The Corporation’s tax returns for the years ended 2012 through 2022 have been filed and are subject to examination by the federal and state tax authorities. The Corporation’s tax returns for the tax year ended 2023 have not been filed.

~~The~~Revenue Corporation accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10, “Earnings Per Share”, which establishes the requirements for presenting earnings per share (“EPS”). FASB ASC Topic No. 260 - 10 requires the presentation of “basic” and “diluted” EPS on the face of the statement of operations. Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method. When a loss from operations exists, potential common shares are excluded from the computation of diluted EPS because their inclusion would result in an anti-dilutive effect on per share amounts.Recognition

8The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services.

~~Energy~~To ~~and~~achieve ~~Water~~this ~~Development~~core ~~Corp.Notes~~principle, tofive basic criteria must be met before revenue can be recognized: (1) identify the ~~Condensed~~contract ~~Consolidated~~with ~~Financial~~a ~~Statements~~customer; (~~Unaudited~~2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. During the years ended December 31, 2023 and 2022, the Company did not recognize any revenue.

AsLoss ~~discussed more fully in Note 10, convertible note~~Per ~~holders~~Common have the option of converting their loans into common shares subject to the terms and features offered by the specific convertible notes. Some note holders were also granted purchase options to purchase additional shares subject to the features of each purchase option. If the convertible note holders of unexercised convertible notes exercised their conversion feature and the additional purchase options, they would represent 0 and 0 in additional common shares as of September 30, 2023 and 2022, respectively. The potential shares from both the conversion feature and the rights to purchase additional shares were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive.Share

~~Related~~The ~~Party~~Corporation accounts ~~Transactions~~for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10, “Earnings Per Share”, which establishes the requirements for presenting earnings per share (“EPS”). FASB ASC Topic No. 260 - 10 requires the presentation of “basic” and “diluted” EPS on the face of the statement of operations. Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method. When a loss from operations exists, potential common shares are excluded from the computation of diluted EPS because their inclusion would result in an anti-dilutive effect on per share amounts.

AAs ~~transaction~~discussed more isfully ~~considered~~in Note 10, convertible note holders have the option of converting their loans into common shares subject to bethe aterms ~~related~~and features ~~party~~offered by the specific convertible notes. Some note holders were also granted purchase options to purchase additional shares ~~transaction~~subject ~~when~~to ~~there~~the isfeatures aof ~~transfer~~each purchase option. If the convertible note holders of ~~resources~~unexercised orconvertible ~~obligations~~notes ~~between~~exercised ~~related~~their ~~parties~~conversion feature and the additional purchase options, they would represent 0 and 8,317,828 in additional common shares at December 31, 2023 and 2022, respectively. AThe ~~related~~potential ~~party~~shares isfrom ~~generally~~both ~~defined~~the conversion feature and the rights to purchase additional shares were excluded from the computation of diluted net loss per share, as: the inclusion of such shares would be anti-dilutive.

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

~~Note~~A ~~3. Recently~~transaction ~~Issued~~is ~~Accounting~~considered to be a related party ~~Standards~~transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as:

~~Accounting~~(i) ~~standards promulgated~~any byperson ~~the~~that ~~FASB~~holds ~~are~~5% ~~subject~~or tomore ~~change.~~of ~~Changes~~the inCompany’s ~~such~~securities ~~standards~~including ~~may~~such ~~have~~person’s animmediate ~~impact~~families, on(ii) the ~~Corporation~~Company’s ~~future~~management, ~~financial statements.~~(iii) ~~The~~someone ~~following~~that ~~are~~directly aor ~~summary~~indirectly ofcontrols, ~~recent~~is ~~accounting~~controlled ~~developments~~by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company.

InNote June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income3. ~~ASU 2016-13 replaces the current incurred loss~~Recently ~~impairment~~Issued ~~methodology~~Accounting with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company adopted ASU 2016-13 on January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements.Standards

9The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company has evaluated all recent accounting pronouncements and determined that the adoption of pronouncements applicable to the Company has not had or is not expected to have a material impact on the Company’s condensed consolidated financial statements.

~~Energy and Water Development Corp.Notes to the Condensed Consolidated Financial Statements (Unaudited)~~7

~~Note~~ENERGY 4AND WATER DEVELOPMENT CORP. ~~Going~~ ~~Concern~~AND SUBSIDIARIESNOTES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

~~The~~Note ~~Company has incurred operating losses since it began operations (December 2012) totaling $26,733,103 as of September 30, 2023~~4. ~~During the three and nine months ended September 30, 2023,~~Going ~~the Corporation incurred net losses of $1,065,589 and $2,395,130. The Company had a working capital deficit of $911,635 as of September 30, 2023.~~Concern

The Company’s ~~ability~~has toincurred ~~transition~~operating ~~to profitable~~losses ~~operations~~since isit ~~dependent~~began ~~upon~~operations ~~achieving~~(December a2012) ~~level~~totaling of$28,755,111 at ~~revenues~~March ~~adequate~~31, ~~to support its cost structure~~2024. ~~The~~During ~~timing~~the ~~and~~three ~~amount~~months ofended ~~our~~March ~~actual~~31, ~~expenditures~~2024, ~~will~~the beCompany ~~based~~incurred onnet ~~many~~losses ~~factors~~of $983,820 . The ~~including~~Company ~~cash~~had ~~flows~~a ~~from~~working ~~operations~~capital ~~and~~deficit ~~the anticipated growth~~ of ~~our business~~$1,231,290 ~~and~~at ~~availability~~March to31, ~~sufficient resources~~2024.

~~Management~~The ~~expects~~Company’s ability ~~sales operations~~ to ~~continue~~transition to ~~expand.~~ Ifprofitable ~~necessary,~~operations ~~the~~is ~~Company~~dependent ~~will~~upon ~~need~~achieving toa ~~raise~~level ~~additional~~of ~~funds~~revenues ~~during~~adequate ~~2023.~~to ~~Management~~support ofits ~~the~~cost ~~Company~~structure. The ~~intends~~timing toand ~~raise~~amount ~~additional funds~~of ~~through~~actual ~~the~~expenditures ~~issuance~~will ofbe ~~equity~~based ~~securities~~on ormany ~~debt~~factors, ~~credit~~including ~~lines~~cash orflows ~~advances~~ from ~~suppliers.~~operations ~~The~~and ~~ability~~the anticipated growth of the Company’s tobusiness ~~continue as~~and aavailability ~~going concern depends upon its ability~~ to ~~generate~~sufficient ~~sales or obtain additional funding to finance operating losses until the Corporation is profitable~~resources.

~~These~~Management is ~~factors~~working ~~raise~~to ~~substantial~~conclude ~~doubt~~the ~~about~~sales in Germany and in other regions of the world relating to previously approved proposals, which would bring a growing revenue. Management plans to expand sales operations by greater market penetration of the agricultural, industrial and community development markets with the Company’s innovative water and energy generation solutions. Management also plans to raise additional ~~ability~~funds during 2024 through the issuance of equity securities, from deposits related to ~~continue~~customer aspurchase aorders, ~~going~~and, ~~concern~~if necessary, loans from management and third-party lenders. ~~The~~Management ~~accompanying~~also ~~condensed~~plans ~~consolidated~~to ~~financial~~reduce ~~statements~~expenses doby ~~not~~centralizing ~~include~~the ~~any~~Company’s ~~adjustments~~assembly, ~~that~~logistics ~~might~~and administrative operations into a larger, self-sufficient, off-grid location that will be ~~necessary~~able ifto house the storage of supplies and inventory, as well as provide space for assembly and administrative operations. The Company is ~~unable~~also planning to ~~continue~~acquire asour aits ~~going~~electric vehicles ~~concern~~to reduce its supply transportation costs.

~~Note~~These 5factors raise substantial doubt about the Company’s ability to continue as a going concern. ~~Accounts~~The ~~Receivable~~accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

AsNote ~~of September 30, 2023 and December 31, 2022, accounts receivable was $0 and $52,761, respectively~~5. ~~During the nine months ended September 30, 2023, $52,761 of bad debt expense was recognized and is included in other general~~Accounts and administrative expenses in the accompanying condensed consolidated statement of operations and comprehensive loss. No bad debt expense was recognized during the nine months ended September 30, 2022.Receivable

OnAt ~~September~~March 131, ~~2023 EAWD~~ 2024 and ~~EAWC-TV~~December ~~entered into a settlement agreement whereby the unpaid balance on the equipment of $52~~31,~~761~~ ~~was written off in accordance with the Company’s intent to terminate the distribution agreement. As such~~2023, ~~the Company’s outstanding~~ accounts receivable ~~balance~~was ~~on the accompanying consolidated balance sheets as of September 30, 2023 and December 31, 2022 were~~ $0 ~~and $52,761, respectively~~.

Note 6. Inventory

The components of inventory at asMarch ~~of September 30~~31, ~~2023~~2024 and December 31, ~~2022~~2023, consisted of the following:

Schedule of inventory
	September 30,		December 31,
	March 31, 2024		December 31, 2023
	2023		2022
Work in progress	$	460,922	$	451,986
		(Unaudited)
Inventory, net	$	460,922	$	451,986
Work in progress	$	468,004	$	457,646
Inventory, net	$	468,004	$	457,646

10Work in progress only reflects the value of products in intermediate production stages and excludes the value of finished products being held as inventory in anticipation of future sales and raw materials not yet incorporated into an item for sale. Work in progress consists of materials used for water generators, commercial solar panels supply, and materials used for the construction of a charging station.

~~Energy and Water Development Corp.Notes to the Condensed Consolidated Financial Statements (Unaudited)~~8

~~Note~~ENERGY 7AND WATER DEVELOPMENT CORP. ~~Prepaid~~AND ~~Expenses~~SUBSIDIARIESNOTES ~~and~~CONDENSED ~~Other~~CONSOLIDATED ~~Current~~FINANCIAL ~~Assets~~STATEMENTS(UNAUDITED)

~~The~~Note ~~components~~7. ~~of prepaid expenses and other current~~Prepaid ~~assets~~Expenses ~~as of September 30, 2023~~ and ~~December~~Other ~~31,~~Current ~~2022, consisted of the following:~~Assets

Schedule of prepaid expenses and other current assets
	September 30, 2023		December 31, 2022
		(Unaudited)
Prepaid expenses	$	103,523	$	140,676
Value added tax receivable		196,142		158,200
Security deposit		16,513		16,346
Prepayment on inventory not received		1,403		—
Prepaid expenses and other current assets	$	317,581	$	315,222

The components of prepaid expenses and other current assets at March 31, 2024 and December 31, 2023 consisted of the following:

Note 8. Property and Equipment, net


	March 31, 2024		December 31, 2023
Prepayment on inventory not received	$	1,430	$	1,467
Miscellaneous prepaid expenses		86,302		116,740
Value added tax receivable		238,130		227,433
Security deposit		33,019		33,850
Prepaid rent		15,637		—
Prepaid expenses and other current assets	$	374,518	$	379,490

~~The~~Note ~~components~~8. ofProperty ~~property~~ and ~~equipment as~~ ~~of September 30~~Equipment, ~~2023 and December 31, 2022 consisted of the following:~~Net

Schedule of property and equipment
	September 30,		December 31,
	2023		2022
		(Unaudited)
Office equipment	$	3,946	$	5,911
Furniture and fixtures		2,427		2,447
Financing lease equipment		164,928		64,417
Machinery and equipment		76,929		41,656
Automobile		148,813		149,787
Property and equipment, gross		397,043		264,218
Less: Accumulated depreciation		(76,424)		(18,551	)
Property and equipment, net	$	320,619	$	245,667

The components of property and equipment at March 31, 2024 and December 31, 2023 consisted of the following:

Depreciation expense for the three months ended September 30, 2023 and 2022 was $16,616 and $3,011, respectively, and for the nine months ended September 30, 2023 and 2022 was $57,873 and $7,778, respectively, and is included in other general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

Schedule of property and equipment
	March 31, 2024			December 31, 2023
Office equipment	$	17,481		$	14,077
Furniture and fixtures		11,423			2,531
Financing lease equipment		65,135			66,614
Machinery and equipment		102,673			105,003
Automobile		151,101			153,804
Property and equipment, gross		347,813			342,029
Less: Accumulated depreciation		(136,208	)		(112,666	)
Property and equipment, net	$	211,605		$	229,363

~~Note~~Depreciation 9.expense for ~~Accounts~~the ~~Payable~~three months ended March 31, 2024 and ~~Accrued~~2023 ~~Expenses~~was $21,584 and ~~Accounts~~$19,402, ~~payable~~respectively, and is included in other general and administrative –expenses ~~Related~~on ~~Party~~the consolidated statements of operations and comprehensive loss.

~~Significant~~Note ~~components~~9. ~~of accounts payable and accrued~~Accounts ~~expenses~~Payable ~~as of September 30, 2023~~ and ~~December~~Accrued ~~31, 2022 are as follows:~~Expenses

Schedule of accounts payable and accrued expenses
	September 30, 2023		December 31, 2022
		(Unaudited)
Accrued expenses	$	305,666	$	241,960
Accounts payable		339,371		324,754
Accrued legal costs		343,588		349,726
Accrued salary and payroll taxes		1,143		134,152
Total	$	989,768	$	1,050,592

Significant components of accounts payable and accrued expenses at March 31, 2024 and December 31, 2023 are as follows:

As of September 30, 2023 and December 31, 2022, the Company owed Virhtech GmbH, a related party of the Company, $0 and $27,029, respectively, for services performed for the Company and is classified as accounts payable – related party on the condensed consolidated balance sheets.


	March 31, 2024		December 31, 2023
Accrued expenses	$	470,870	$	361,738
Accounts payable		307,950		269,806
Accrued legal costs		346,992		345,729
Accrued salary and payroll taxes		1,408		1,195
Total	$	1,127,220	$	978,468

11As of March 31, 2024 and December 31, 2023, the Company owed Virhtech Gmbh, a related party of the Company, $16,900 and $16,900, respectively, for services performed for the Company and is classified as accounts payable - related party on the consolidated balance sheets.

~~Energy and Water Development Corp.Notes to the Condensed Consolidated Financial Statements (Unaudited)~~9

~~Note~~ENERGY 10AND WATER DEVELOPMENT CORP. ~~Convertible~~ ~~Loans~~AND ~~Payable~~SUBSIDIARIESNOTES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

AsNote of10. ~~September 30, 2023 and December 31, 2022, the~~Accounts ~~balance~~Payable of– ~~convertible~~Related ~~loans payable net of discount was $168,538 and $73,664, respectively.~~Party

~~During the nine~~Significant ~~months~~components ~~ended~~of ~~September~~accounts ~~30,~~payable ~~2023,~~– ~~the~~related ~~Company~~party ~~issued~~at ~~one~~March ~~convertible loan in the aggregate amount of $153~~31,~~000.~~ ~~The~~2024 ~~note bears interest at 8% per annum~~ and ~~all~~December ~~matures within one year. The conversion features in the note met the definition of a derivative and required bifurcation and liability classification~~31, at2023 ~~fair~~are ~~value. The fair value of the derivative liability~~ as ~~of the date of issuance was $81,530 and was recorded as a discount of the notes.~~follows:

During the year ended December 31, 2022, the Company issued one convertible loan in the aggregate amount of $178,000. The note bore interest at 8% per annum and all matured within one year. The conversion features in the note met the definition of a derivative and required bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $175,025 and was recorded as a discount of the notes.


	March 31, 2024		December 31, 2023
Accounts payable - related party		16,900		16,900
Total	$	16,900	$	16,900

~~During~~As ~~the~~of ~~year~~March 31, 2024 ~~ended~~and December 31, ~~2021~~2023, the Company ~~issued~~owed ~~two~~Virhtech ~~convertible~~Gmbh, ~~loans~~a inrelated ~~the~~party ~~aggregate~~of ~~amount~~the ofCompany, $~~404~~16,~~000.~~900 ~~The notes bore interest at 8% per annum~~ and ~~all matured within one year. On October 21~~$16, ~~2021~~900, ~~the Maturity Date of the $304~~respectively,~~000~~ ~~loan~~for ~~was extended from March 25, 2022 to~~services ~~April~~performed ~~21,~~for ~~2022. The embedded beneficial conversion features in~~ the ~~notes~~Company ~~met the definition of a derivative~~ and ~~required~~is ~~bifurcation~~classified ~~and liability classification, at fair value. The fair value of the derivative liability~~ as ofaccounts ~~the~~payable ~~date~~- ofrelated ~~issuance~~party ~~was~~on ~~$746,672 and was recorded as a discount of~~ the ~~notes.~~consolidated ~~During the year ended December 31, 2022, the remaining~~ balance ~~of these loans was fully repaid or converted~~sheets.

Schedule of notes payable
	Amount
Balance of notes payable, net on December 31, 2021	$	176,703
Issuances of debt		178,000
Cash settlement of debt		(150,000	)
Debt discount		(175,025	)
Conversions		(50,000	)
Amortization of debt discount		93,986
Balance of notes payable, net on December 31, 2022		73,664
Amortization of debt discount		43,157
Balance of convertible loan payables, net of discounts on March 31, 2023 (Unaudited)		116,821
Conversions		(93,000	)
Amortization of debt discount		43,637
Balance of convertible loan payables, net of discounts on June 30, 2023 (Unaudited)		67,458
Issuances of debt		153,000
Debt discount		(81,530	)
Conversions		(35,000	)
Amortization of debt discount		64,610
Balance of convertible loan payables, net of discounts on September 30, 2023 (Unaudited)	$	168,538

Note 11. Convertible Loans Payable

~~Derivative~~As of ~~Liability~~March 31, 2024 and December 31, 2023, the Company had convertible loans payable, net of discount, of $134,817 and $152,459, respectively.

~~The~~On February 15, 2024 , the Company issued ~~debts~~an ~~that~~8% ~~consist~~convertible ofredeemable note in the ~~issuance of~~principal ~~convertible~~amount ~~notes~~of ~~with~~$150,000 ~~variable~~to ~~conversion~~Geebis ~~provisions~~Consulting LLC. ~~The~~This ~~conversion~~note ~~terms~~bears interest at a rate of ~~the~~8% ~~convertible~~per ~~notes~~annum ~~are~~and ~~variable~~all ~~based~~principal and interest is due on ~~certain factors~~August 15, ~~such~~2024. asUpon ~~the~~an ~~future~~event ~~price~~ of ~~the~~default ~~Company’s~~(as ~~common~~defined ~~stock.~~in ~~The~~the ~~number~~note), the ofinterest ~~shares~~rate ofshall ~~common~~increase ~~stock~~ to be24% ~~issued~~per isannum ~~based~~and oncertain ~~the future~~other ~~price~~penalties ofmay ~~the~~apply ~~Company’s~~depending ~~common~~on ~~stock.~~the ~~The~~reason ~~number~~for ofthe ~~shares~~default. ofThis note ~~common~~may ~~stock~~be ~~issuable~~prepaid upon ~~conversion~~the payment of ~~the~~certain ~~promissory~~prepayment premiums. This note is ~~indeterminate.~~convertible ~~Due~~only toafter the ~~fact~~maturity ~~that~~date ~~the~~at ~~number~~a offix ~~shares~~conversion price of ~~common~~$0.04; ~~stock~~provided ~~issuable~~that ~~could~~if ~~exceed~~the closing price of the Company’s ~~authorized~~common ~~share limit,~~stock is below $0.03 for the ~~equity~~five ~~environment~~consecutive istrading days ~~tainted, and~~prior ~~all~~to ~~additional~~conversion, ~~convertible~~then ~~debentures~~the ~~and~~conversion ~~warrants~~price ~~are~~shall ~~included~~be inequal to the ~~value~~lower of ~~the derivative liabilities~~$0.01 ~~Pursuant~~or to70% ~~ASC~~of ~~815-15~~the ~~Embedded~~lowest ~~Derivatives,~~closing price for the ~~fair~~twenty prior ~~values~~trading ofdays. ~~the~~This ~~variable~~note ~~conversion~~is ~~options~~unsecured and ~~warrants~~contains ~~and shares~~customary toevents beof ~~issued~~default ~~were~~for ~~recorded~~a asloan ~~derivative~~of ~~liabilities~~this ontype. The Company ~~the~~received ~~issuance~~a ~~date~~default ~~and~~notice ~~revalued~~from atGeebis ~~each~~Consulting ~~reporting~~LLC, ~~period~~but it was not executed.

~~Based~~The onaccompanying unaudited condensed consolidated financial statements of the ~~various~~Company ~~convertible~~have ~~notes~~been ~~described~~prepared ~~above,~~in accordance with accounting principles generally accepted in the ~~fair~~United ~~value~~States of ~~applicable~~America ~~derivative~~(“GAAP”) ~~liabilities~~for oninterim ~~notes~~financial information and ~~change~~with inthe ~~fair~~instructions ~~value~~to Form 10-Q of ~~derivative~~Regulation S-X. ~~liability~~They ~~are~~do asnot ~~follows~~include all information and footnotes required by GAAP for complete financial statements. The December 31, 2023 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. However, except as ofdisclosed ~~September~~herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements 30for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and ~~December~~Exchange Commission on April 26, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, ~~2022:~~2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Schedule of change in fair value of derivative liability
Schedule of notes payable
	Total
	Amount
Balance as of December 31, 2021	$	354,160
Balance of notes payable, net on December 31, 2023	$	152,459
Change Due to Issuances		175,026
Issuances of debt		150,000
Change due to exercise / redemptions		(110,507	)
Cash settlement of debt		—
Change in fair value		(234,654	)
Debt discount		(150,000	)
Balance as of December 31, 2022		184,025
Conversions		(75,000	)
Change in fair value		(30,593	)
Amortization of debt discount		57,359
Balance as of March 31, 2023 (Unaudited)		153,432
Balance of notes payable, net on March 31, 2024	$	134,817
Change due to exercise / redemptions		(113,806	)
Change in fair value		20,484
Balance of derivative liability as of June 30, 2023 (Unaudited)	$	60,110
Change Due to Issuances		81,530
Change due to exercise / redemptions		(42,293	)
Change in fair value		189,042
Balance of derivative liability as of September 30, 2023 (Unaudited)	$	288,389

12Derivative Liabilities

~~Energy~~The Company issued debt that consists of the issuance of convertible notes with variable conversion provisions as described above. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. Accordingly, the number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and ~~Water~~all ~~Development~~additional convertible ~~Corp~~debentures and warrants are included in the value of the derivative liabilities.~~Notes~~ Pursuant to ASC 815-15, “Embedded Derivatives,” the ~~Condensed~~fair ~~Consolidated~~values ~~Financial~~of ~~Statements~~the ~~(Unaudited)~~variable convertible notes and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

~~A summary of quantitative information with respect~~Based toon ~~valuation~~the ~~methodology~~various ~~and~~convertible ~~significant~~notes ~~unobservable~~described ~~inputs~~above, ~~used~~the ~~for~~fair ~~the~~value ~~Company’s~~of applicable derivative liabilities ~~that~~on ~~are~~notes ~~categorized within~~and ~~Level~~change 3in ~~of the~~ fair value of ~~hierarchy~~derivative ~~for~~liability ~~the~~are ~~periods~~as ~~ended~~follows ~~September~~as 30of March 31, ~~2023~~2024 and December 31, ~~2022 is as follows~~2023:

Schedule of quantitative information
Schedule of change in fair value of derivative liability
		September 30, 2023			December 31, 2022
	Total
		(Unaudited)
Balance as of December 31, 2022	$	184,025
Stock price	$	0.03 - 0.05		$	0.04 - 0.19
Change due to issuances		81,530
Exercise price	$	0.02 -0.03		$	0.02 - 0.10
Change due to conversion/redemptions		(261,442	)
Contractual term (in years)		0.49-1.00			0.68 - 1.00
Change in fair value		372,828
Volatility (annual)		184%-219	%		140% - 1,313	%
Balance as of December 31, 2023		376,941
Risk-free rate		5.40%-5.53	%		0.51% - 4.73	%
Change due to issuances		243,180
Change due to conversion/redemptions		(621,168	)
Change in fair value		188,020
Balance as of March 31, 2024	$	186,973

The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations.10

~~Financial~~ENERGY ~~Liabilities~~AND ~~Measured~~WATER atDEVELOPMENT ~~Fair~~CORP. ~~Value~~AND ~~on a~~SUBSIDIARIESNOTES ~~Recurring~~CONDENSED ~~Basis~~CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

~~Financial~~A ~~liabilities~~summary of ~~measured~~quantitative atinformation ~~fair~~with ~~value~~respect onto avaluation methodology and significant unobservable inputs used for the Company’s derivative ~~recurring~~liabilities ~~basis~~that are ~~summarized~~categorized ~~below~~within ~~and~~Level ~~disclosed~~3 onof the ~~balance~~fair ~~sheet~~value ~~under~~hierarchy ~~Derivative~~for ~~liability~~the ~~– warrants~~periods ended March 31, 2024 and ~~derivative~~December 31, 2023 ~~liabilities~~is as follows:

Schedule of financial liabilities measured on recurring basis

Schedule of derivative liabilities

Fair Value measured at September 30, 2023 (Unaudited)

March 31, 2024

December 31, 2023

Quoted prices in active markets

Significant other observable inputs

Significant unobservable inputs

Fair value at December 31

Stock price

$0.04 – 0.09

$0.02 – 0.12

(Level 1)

(Level 2)

(Level 3)

2023

Exercise price

$0.01 – 0.04

$0.02 – 0.03

Derivative liability

—

288,389

Contractual term (in years)

0.45 – 0.50

0.49 – 1.00

Total

—

288,389

Volatility (annual)

179% – 218%

184% – 219%

Risk-free rate

5.18% – 5.46%

4.64% – 5.56%

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

~~There were no transfers between Level 1, 2 or 3 during~~Financial ~~the~~Liabilities ~~nine~~Measured ~~months~~at ~~ended~~Fair ~~September~~Value ~~30,~~on ~~2023~~a ~~and~~Recurring ~~2022.~~Basis

~~During the three and nine months ended September 30,~~Financial ~~2023~~liabilities ~~the~~measured ~~Company~~at ~~recorded~~fair ~~losses~~value ofon ~~$189,042~~a ~~and~~recurring ~~$178,933,~~basis ~~respectively,~~are ~~and~~summarized ~~for~~below ~~the three~~ and ~~nine~~disclosed ~~months~~on ~~ended September 30, 2022,~~ the ~~Company~~ ~~recognized~~balance ~~gains~~sheet ofunder ~~$0 and $243,653, respectively, from the change in fair value of~~ derivative liability. :


	Fair Value Measured at March 31, 2024
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value March 31, 2024
Derivative liability	$	—	$	—	$	186,973	$	186,973
Total	$	—	$	—	$	186,973	$	186,973

Energy and Water Development Corp.Notes to the Condensed Consolidated Financial Statements (Unaudited)

	Fair Value Measured at December 31, 2023
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value December 31, 2023
Derivative liability	$	—	$	—	$	376,941	$	376,941
Total	$	—	$	—	$	376,941	$	376,941

~~Note~~There 11were no transfers between Level 1, 2 or 3 during the three months ended March 31, 2024 and 2023. ~~Leases~~

~~Finance~~During the three months ~~leases~~ended March 31, 2024 and 2023, the Company recorded a gain of $188,020 and a gain of $30,593, respectively, from the change in fair value of derivative liability.

~~The~~Note ~~Company’s financing lease does not provide an implicit rate that can be readily determined~~12. ~~Therefore, the Company uses discount rates based on the incremental borrowing rate of its most recent external debt of 8%.~~Leases

~~The Company’s~~Financing ~~weighted-average remaining lease term relating to its finance leases is 3.38 years, with a weighted-average discount rate of 8.00%.~~Leases

The Company ~~incurred~~ ~~amortization~~has ~~expense for its financing leases of $29,458 and $0 during the three months ended September 30, 2023 and 2022, respectively,~~entered ~~which~~into ~~was~~a ~~included~~finance inlease ~~general~~agreement ~~and~~for ~~administrative~~heavy ~~expenses in the consolidated statements of operations and comprehensive loss~~machinery. ~~During the~~The ~~nine months ended September 30, 2023 and 2022, the~~ Company’s ~~made~~financing ~~cash~~ lease ~~payments~~does ofnot ~~$29,458~~provide ~~and~~an ~~$0,~~implicit ~~respectively.~~rate Asthat ofcan ~~September~~be ~~30,~~readily ~~2023~~determined. ~~and December 31~~Therefore, ~~2022,~~ the ~~financing~~Company ~~lease~~uses ~~right-of-use~~discount ~~asset~~rates ~~was~~based ~~$141,615 and $64,416, respectively, and is included in property and equipment, net~~ on the ~~condensed~~incremental ~~consolidated~~borrowing ~~balance~~rate ~~sheets, the current portion~~ of ~~financing~~its ~~lease~~most ~~liability~~recent ~~was~~external ~~$38,317 and $14,327,~~debt ~~respectively, and the financing lease liability, net~~ of ~~current portion was $103,988 and $48,946, respectively~~8%.

~~Operating~~The Company’s ~~leases~~remaining lease term relating to its financing lease is 2.67 years, with a weighted-average discount rate of 8%.

The Company’s operating leases do not provide an implicit rate that can be readily determined. Therefore, the Company uses discount rates based on the incremental borrowing rate of its most recent external debt of 8%.11

~~The~~ENERGY ~~Company’s weighted-average~~AND ~~remaining~~WATER ~~lease~~DEVELOPMENT ~~term relating to its operating leases is 0~~CORP.~~17 years,~~ ~~with~~AND aSUBSIDIARIESNOTES ~~weighted-average~~CONDENSED ~~discount~~CONSOLIDATED ~~rate of~~FINANCIAL ~~8.00%.~~STATEMENTS(UNAUDITED)

The Company incurred amortization ~~lease~~ expense for its ~~operating~~financing ~~leases~~lease of $554,~~153~~097 and $233,~~087~~255 during the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively, which was included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company made cash lease payments of $554,~~153~~800 and $234,~~087~~768, respectively. At ~~September~~ 30March 31, ~~2023~~2024 and December 31, ~~2022~~2023, the ~~operating~~financing lease right-of-use asset was $965,~~744~~135 and $6266,~~113~~613, respectively, which is included in property and equipment, net, on the condensed consolidated balance sheets. At March 31, 2024 and December 31, 2023, the current portion of ~~operating~~ financing lease liability was $916,~~744~~005 and $6216,~~113~~045, respectively, and the operating lease liability, net of current portion, was $029,681 and $034, 570, respectively.

~~The following~~Operating ~~table presents information about the future maturity of the lease liabilities under the Company’s operating and financing leases as of September 30, 2023.~~Leases

Schedule of maturity of lease liabilities
Maturity of Lease Liabilities		Operating lease liabilities		Finance lease liability			Total Amount
2023 (remainder of year)	$	9,842	$	12,079		$	21,921
2024		—		48,316			48,316
2025		—		48,316			48,316
2026		—		46,757			46,757
2027		—		7,400			7,400
Total future minimum lease payments		9,842		162,869			172,711
Less: Imputed interest		(98)		(20,564	)		(20,662	)
Present value of lease liabilities	$	9,744	$	142,305		$	152,049
Remaining lease term (in years)		0.17		3.38

In October 2023, the Company entered into a facility lease agreement with an unrelated party for an office and warehouse space located in Bargteheide, Germany. The monthly rental payments due, inclusive of taxes, are $15,356. The lease agreement is for a two-year term expiring on September 30, 2025. The Company also entered into a vehicle lease in October 2023 with an unrelated party with monthly payments of €741 for a three-year term expiring in October 2026.

14The Company’s operating leases do not provide an implicit rate that can be readily determined. Therefore, the Company uses discount rates based on the incremental borrowing rate of its most recent external debt of 8%.

~~Energy~~The ~~and~~Company’s weighted-average ~~Water~~remaining ~~Development~~lease ~~Corp.Notes~~term relating to ~~the~~its ~~Condensed~~operating ~~Consolidated~~leases ~~Financial~~is ~~Statements~~1.60 ~~(Unaudited)~~years, with a weighted-average discount rate of 8%.

77The Company incurred lease expense for its operating leases of $52,180 and $24,932 during the three months ended March 31, 2024 and 2023, respectively, which was included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2024 and 2023, the Company made cash lease payments of $52,180 and $24,932, respectively. At March 31, 2024 and December 31, 2023, the operating lease right-of-use asset was $244,516 and $287,334, respectively, the current portion of operating lease liability was $153,255 and $153,803, respectively, and the operating lease liability, net of current portion, was $91,261 and $133,531, respectively.

~~Note~~The ~~12. Related~~following ~~Party~~table presents ~~Transactions~~information about the future maturity of the lease liabilities under the Company’s operating and financing leases as of March 31, 2024.

Due to officers


Maturities of Lease Liabilities	Operating Lease Liabilities			Finance Lease Liabilities			Total Amount
2024 (remainder of year)	$	158,027		$	19,082		$	177,109
2025		88,438			19,082			107,520
2026		5,598			12,720			18,318
Total future minimum lease payments		252,063			50,884			302,947
Less: Imputed interest		(7,547	)		(5,198	)		(12,745	)
Present value of lease liabilities	$	244,516		$	45,686		$	290,202
Remaining lease term (in years)		1.60			2.67

~~Amounts due to officers as of September 30, 2023 and December 31, 2022 are comprised of the following:~~12

Schedule of due to officers
	September 30,		December 31,
	2023		2022
		(Unaudited)
Ralph Hofmeier:
Unsecured advances due to officer	$	15,288	$	56,400
Accrued salaries		148,452		86,265
Total due to Ralph Hofmeier		163,740		142,665
Irma Velazquez:
Unsecured advances due to officer		8,153		10,393
Accrued salaries		146,402		69,434
Total due to Irma Velazquez		154,555		79,827
Total amounts due to officers	$	318,295	$	222,492

ENERGY AND WATER DEVELOPMENT CORP. AND SUBSIDIARIES

NOTES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~Unsecured~~Note ~~advances due to officers represent unreimbursed Corporation expenses paid by the officers on behalf of the Corporation~~13. ~~These advances are non-interest bearing and are due on demand.~~Loans Payable

~~Officer~~On March ~~Compensation~~7, 2024, the Company issued a promissory note to 1800 Diagonal Lending LLC in the principal amount of $147,775, which included an original issue discount of $19,275. This note includes a one-time interest charge of 12% applied on the issuance date to the principal amount, requires monthly payments commencing on September 15, 2024, and is due on December 15, 2024. This note is convertible only upon an event of default at a conversion price equal to 75% of the lowest trading price of the Company’s common stock during the ten trading days prior to conversion. This note is unsecured and contains customary events of default for a loan of this type.

~~Accrued~~We ~~salaries represent~~note ~~amounts~~that ~~accrued~~there was ina ~~accordance~~loan ~~with~~outstanding ~~the~~at ~~employment~~March ~~agreements~~31, ~~for Mr~~2024. ~~Hofmeier,~~We ~~the~~need ~~Company’s~~a ~~Chief~~narrative ~~Technology~~similar ~~Officer and~~to ~~Chairman~~above offor ~~the~~all ~~Board,~~outstanding ~~and~~notes ~~Ms.~~during ~~Velazquez,~~ the ~~Company’s~~periods ~~Chief Executive Officer and Vice-Chairman of the Board~~covered. ~~Mr. Hofmeier and Ms. Velazquez are also significant stockholders.~~

Virhtech GmbH

Schedule of loan outstanding

	Amount
Balance of loans payable, net on December 31, 2023	$	—
Reclass to promissory note payable		147,775
Cash settlement of debt		—
Debt discount		(21,775	)
Amortization of debt discount		1,917
Balance of loan payable, net on March 31, 2024	$	127,917

AsNote of14. ~~September~~Related ~~30, 2023~~Party and December 31, 2022, the Company owed Virhtech GmbH, a related party of the Company, $0 and $27,029, respectively, for services performed for the Company and is classified as accounts payable – related party on the condensed consolidated balance sheets.Transactions

~~Investor~~Due ~~deposit~~to ~~and officer compensation~~Officers

OnAmounts ~~January~~due ~~18,~~to ~~2023, the~~officers ~~Company~~as ~~issued 6,952,523 shares~~ of ~~the~~March ~~Company’s~~31, ~~common~~2024 ~~stock~~and toDecember ~~officers~~31, ~~for~~2023 ~~accrued~~are ~~salaries~~comprised ~~payable~~of ~~valued~~the ~~at $168,126.~~following:

As of March 31, 2023, the Company received deposits in the amount of $310,700 for 13,674,000 common shares related to common stock subscriptions that were issued in May 2023.

Schedule of due to officers
	March 31, 2024		December 31, 2023
Ralph Hofmeier:
Unsecured advances due to officer	$	9,087	$	2,253
Accrued salaries		169,588		148,985
Total due to Ralph Hofmeier		178,675		151,238

Irma Velazquez:
Unsecured advances due to officer		45,635		7,341
Accrued salaries		129,778		126,688
Total due to Irma Velazquez		175,413		134,029

Aartin antonio del signo portill a		60		—
Total amounts due to officers	$	354,148	$	285,267

AsUnsecured ofadvances due ~~June~~to ~~30,~~officers ~~2023, the~~represent ~~Company~~unreimbursed ~~received~~expenses ~~deposits~~paid inby the ~~amount~~officers ofon ~~$30,000~~behalf ~~for~~of ~~1,500,000~~the ~~common~~Company. ~~shares~~These ~~related~~advances toare ~~common~~unsecured, ~~stock subscriptions that were issued~~non-interest ~~during~~bearing ~~the~~and ~~quarter~~are ~~ended~~due ~~September~~on ~~30, 2023~~demand.

AsOfficer of September 30, 2023, the Company received deposits in the amount of $866,600 for 26,211,000 common shares related to common stock subscriptions that were issued during the quarter ended December 31, 2023. Compensation

15Accrued salaries represent amounts accrued in accordance with the employment agreements for Mr. Hofmeier, the Company’s Chief Technology Officer and Chairman of the Board, and Ms. Velazquez, the Company’s Chief Executive Officer and Vice-Chairman of the Board. Mr. Hofmeier and Ms. Velazquez are also significant stockholders.

~~Energy and Water Development Corp.Notes to the Condensed Consolidated Financial Statements (Unaudited)~~Virhtech Gmbh

~~Note~~As ~~13.~~of March 31, 2024 and December 31, 2023, the Company owed Virhtech Gmbh, a related party of the Company, $16,900 ~~Stockholders’~~and ~~Equity~~$16,900, respectively, for services ~~(Deficit)~~performed for the Company and is classified as accounts payable - related party on the condensed consolidated balance sheets.

~~Preferred~~Officer and ~~Stock~~Investor Deposits

~~Authorized:~~On ~~500,000,000~~January ~~shares of voting preferred stock with a par value of $0.001. As of both September 30~~18, 2023 ~~and December 31~~, ~~2022,~~ the Company ~~had~~ 9issued 6,~~780~~952,~~796~~523 shares of ~~preferred~~common stock ~~issued~~to ~~and~~officers ~~outstanding~~for accrued salaries payable valued at $168,126.

~~Common~~For ~~Stock~~the three months ended March 31, 2024, the Company received deposits in the amount of $100,000 for 2,000,000 shares of common stock related to common stock subscriptions that were issued in May 2024.

Authorized: 1,000,000,000 shares common stock with a par value of $0.001. As of September 30, 2023 and December 31, 2022, the Company had 222,682,942 and 182,934,483 shares of common stock outstanding, respectively.13

~~Sale~~ENERGY ofAND ~~Common~~WATER ~~Stock~~DEVELOPMENT ~~and~~CORP. ~~Subscriptions:~~AND SUBSIDIARIESNOTES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

~~On February 18, 2022, the Company received a deposit in the~~Note ~~amount of $300,000 for 1,875,000 common shares to be issued pursuant to a securities purchase agreement~~15. ~~These~~Stockholders’ ~~common shares were issued on July 4, 2022.~~Deficit

~~From January 1, 2022 through March 31, 2022, the Company has~~Preferred ~~issued 14,953,000 common shares related to subscriptions outstanding at December 31, 2021 for total cash consideration of $747,650.~~Stock

~~From~~The Company ~~April~~is 1authorized to issue 500,000,000 ~~2022~~shares ~~through~~of ~~June~~preferred 30stock, ~~2022~~$0.001 par value, ~~the~~of ~~Company~~which ~~has~~50,000,000 ~~issued~~shares have been designated 8as series A preferred stock. As of March 31,~~527~~ 2024 and December 31,~~947~~ ~~common~~2023, there were 9,780,976 shares ~~related~~of toseries ~~subscriptions~~A preferred stock issued and outstanding. atThe ~~March~~following ~~31,~~is ~~2022~~a ~~for~~description ~~total~~of ~~cash~~the ~~consideration~~rights and preferences of ~~$437,450~~the series A preferred stock.

~~From~~Dividend ~~January~~Rights. 1,Upon ~~2023~~the ~~through~~declaration of ~~March~~any ~~31,~~dividends ~~2023~~on the common stock, the ~~Company issued~~series ~~375~~A preferred stock shall be treated pari passu with common stock,~~000~~ ~~shares~~except ofthat the dividend ~~Company’s~~on ~~common~~each share of series A preferred stock shall be equal to ~~investors~~the ~~for~~amount anof ~~aggregate~~the ~~purchase~~dividend ~~price~~declared and paid on each share of ~~$37,500~~common stock multiplied by the conversion rate then in effect.

~~From~~Liquidation ~~April~~Rights. 1,In ~~2023~~the ~~through~~event of ~~June~~any 30liquidation, ~~2023,~~dissolution or winding up of the Company, ~~sold~~either 8voluntarily or involuntarily,~~940,000~~ the series A preferred stock shall ~~shares~~be oftreated ~~the~~pari ~~Company’s~~passu with the common stock, toexcept ~~investors~~that ~~for~~the anpayment ~~aggregate~~on ~~purchase~~each ~~price~~share of ~~$194,300, of~~series ~~which~~A ~~2,750,000 shares~~preferred ~~and~~stock ~~6,420,000 shares~~shall ~~were~~be ~~issued~~equal into the amount of the ~~third~~payment ~~and~~on ~~fourth~~each ~~quarter~~share of ~~2023,~~common ~~respectively~~stock multiplied by the conversion rate then in effect.

~~From~~Voting ~~July~~Rights. 1,On ~~2023~~any ~~through~~matter presented ~~September~~to ~~30,~~stockholders ~~2023,~~for ~~the Company~~their ~~sold~~action 23or consideration,~~791,000~~ each holder of outstanding shares of ~~the~~series ~~Company’s~~A ~~common~~preferred stock shall be entitled to ~~investors~~cast ~~for~~the annumber ~~aggregate~~of ~~purchase~~votes ~~price~~equal to the number of ~~$807,800,~~shares of ~~which~~series A preferred stock held by such holder as of the record date for determining ~~2,750,000~~stockholders ~~shares~~entitled ~~were~~to ~~issued~~vote ~~during~~on such matter multiplied by the ~~third~~conversion ~~quarter~~rate then in effect. Except as provided by law or by the other provisions of ~~2023~~the Company’s amended and restated articles of incorporation, holders of series A preferred stock shall vote together with the ~~remaining~~holders 21of common stock as a single class. In addition,~~041~~ so long as any share of series A preferred stock is outstanding,~~000~~ the ~~shares~~Company ~~were~~shall ~~issued~~not, ~~during~~ without the ~~fourth~~written ~~quarter~~consent or affirmative vote of ~~2023.~~the holders of at least sixty-five percent (65%) of the then outstanding shares of series A preferred stock:

~~Shares~~(a) ~~issued~~liquidate, ~~pursuant~~dissolve or wind-up the business and affairs of the Company, or effect any merger or consolidation, or consent to ~~ELOC:~~any of the foregoing;

On(b) ~~January 26~~amend, ~~2022~~alter ~~the~~or ~~Company~~repeal ~~entered~~any ~~into~~provision aof ~~two~~the ~~year~~Company’s ~~equity line~~amended ofand ~~credit~~restated ~~(“ELOC”)~~articles ~~with~~of anincorporation ~~investor~~or tobylaws ~~provide~~in upa tomanner $5that ~~million.~~adversely Asaffects ofthe ~~March 31~~powers, ~~2022,~~preferences ~~500,000~~or ~~common~~rights ~~shares~~of ~~had been issued pursuant to this agreement as~~ the ~~commitment~~series ~~fee~~A atpreferred ~~a fair value of $80,000.~~stock;

On(c) ~~January 26~~create, ~~2022,~~or authorize the ~~Company~~creation ~~entered~~of, ~~into~~or aissue ~~Securities~~any ~~Purchase Agreement~~additional ~~with~~class anor ~~investor.~~series As of ~~March~~capital 31stock, ~~2022,~~or ~~2,000,000~~increase ~~common~~the ~~shares~~authorized ~~were~~number ~~issued~~of ~~pursuant~~shares toof ~~this~~any ~~agreement~~class ~~for~~or aseries ~~purchase price~~ of ~~$300~~capital stock,~~000.~~ Inunless the ~~third~~same ~~quarter~~ranks ofjunior ~~2022,~~to anthe ~~additional~~series ~~4,023,368~~A ~~common~~preferred ~~shares~~stock ~~were~~with ~~issued~~respect ~~pursuant~~ to ~~ELOC~~the ~~for~~distribution aof ~~purchase~~assets ~~price~~on the liquidation, dissolution or winding up of ~~$450~~ the Company,~~000.~~ the payment of dividends and rights upon a redemption;

In(d) reclassify, alter or amend any existing security that is pari passu with or junior to the ~~fourth~~series ~~quarter~~A preferred stock in respect of ~~2022~~the distribution of assets on the liquidation, dissolution or winding up the Company, ~~issued~~the anpayment ~~additional 5~~of dividends or rights upon a redemption if such reclassification,~~064,421~~ ~~shares~~alteration ofor ~~the~~amendment ~~Company’s~~would ~~common~~render ~~stock~~such ~~pursuant~~other security senior to or pari passu with the ~~ELOC~~series ~~for~~A apreferred ~~purchase~~stock ~~price~~in respect of ~~$187~~any such right,~~000.~~ preference or privilege;

In(e) ~~the~~purchase ~~first~~or ~~quarter~~redeem of(or ~~2023~~permit any subsidiary to purchase or redeem), ~~the~~or ~~Company~~pay ~~issued~~or ~~an additional~~declare 5any dividend or make any distribution on,~~310,988~~ any shares of capital stock other than (i) redemptions of or dividends or distributions on the ~~Company's~~series A preferred stock as expressly authorized in the amended and restated articles of incorporation; (ii) dividends or other distributions payable on the common stock ~~pursuant~~solely toin the ~~ELOC~~form of additional shares of common stock; (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for anthe ~~aggregate~~Company or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof; or (iv) as approved by the board of ~~$196,000.~~directors; or

~~Shares~~(f) ~~issued~~create, ~~upon~~or ~~conversion~~authorize the creation of, ~~convertible~~or issue, or authorize the issuance of any debt: security, or permit any subsidiary to take any such action with respect to any debt security, if the aggregate indebtedness of the Company and its subsidiaries for borrowed money following such action would exceed long-term debt, including all lines of credit on the balance sheet of the Company on filing date of the Company’s amended and restated articles of incorporation, other than equipment leases or bank lines of credit, unless such debt security has received the prior approval of the board of directors.

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

InENERGY ~~the~~AND ~~second~~WATER ~~quarter~~DEVELOPMENT ofCORP. ~~2023,~~AND ~~the~~SUBSIDIARIESNOTES ~~holder~~CONDENSED ofCONSOLIDATED ~~our~~FINANCIAL ~~convertible debt elected to convert $93,000 in principal, $4,142 in accrued interest and $1,400 in other fees into 4,753,178 shares of common stock.~~STATEMENTS(UNAUDITED)

InConversion ~~the~~Rights. ~~third~~Each ~~quarter~~share of ~~2023~~series A preferred stock is convertible, at the option of the holder thereof, at any time and from time to time, into such number of ~~our~~shares of ~~convertible~~common stock as is determined by multiplying the number of shares of series A preferred stock held by such holder by the conversion ~~debt~~rate ~~elected~~in toeffect ~~convert~~at ~~$35~~the time of conversion. In addition,~~000~~ upon either (i) the closing of the sale of shares common stock to the public in a ~~principal~~firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, $1as amended,~~948~~ resulting in ~~accrued~~at ~~interest~~least $25 million of proceeds or (ii) the date and ~~$900~~time, inor ~~other~~the ~~fees~~occurrence ~~into~~of 2an event,~~162~~ specified by the vote or written consent of the holders of at least sixty five percent (65%) of the then outstanding shares of series A preferred stock,~~770~~ all outstanding shares of series A preferred stock shall automatically be converted into shares of common stock at the conversion rate in effect at the time of conversion. The conversion rate is currently five (5) shares of common stock for each share of series A preferred stock, which is subject to standards adjustments for any stock splits, stock dividends, recapitalizations, reclassifications, mergers, consolidations or similar events.

~~Shares issued for accrued salary:~~Common Stock

OnThe ~~January 18, 2023, the~~ Company ~~issued~~is ~~an aggregate~~authorized 6to issue 1,~~250~~000,000,000 shares of common stock, ~~to Gary Rodney at a per share price of~~ $0.02001 inpar ~~full~~value. ~~satisfaction~~As of ~~all~~March ~~accrued~~31, ~~but~~2024 ~~unpaid~~and ~~amounts~~December ~~payable for~~31, ~~services~~2023, asthere ~~interim~~were ~~chief financial officer pursuant to his consulting agreement by and between InfoQuest Technology~~277,695,682 ~~Inc.~~ and ~~the~~ ~~Company dated June 2~~268, ~~2021. The Company recognized a loss of $196~~040,~~159~~179 ~~related~~shares ~~to the settlement that is included on the accompanying consolidated condensed statement~~ of ~~operations~~common ~~and~~stock ~~comprehensive~~outstanding, ~~loss~~respectively.

OnDuring ~~January 18, 2023,~~ the ~~Company~~three ~~issued an aggregate~~months ~~702,523~~ended ~~shares~~March of common stock to Ralph Hofmeier the Company’s Chief Technology Officer and Chairman of the Board at a per share price of $0.05 in full satisfaction of all accrued but unpaid amounts payable pursuant to his employment agreement by and between Ralph Hofmeier and the Company dated August 431, ~~2022. The Company recognized a loss of $2~~2024,~~109~~ ~~related to~~ the ~~settlement~~Company ~~that~~engaged ~~is included~~ in ~~other income (expense) on~~ the ~~accompanying~~following ~~consolidated~~equity ~~condensed statement of operations and comprehensive loss.~~events:

16· On March 7, 2024, the Company issued 1,041,667 shares of common stock to William Z. Richardson III at a per share price of $0.024.

~~Energy~~· ~~and~~On ~~Water~~February ~~Development~~13, ~~Corp.Notes~~2024, the Company issued 700,000 shares of common stock to ~~the~~Troy ~~Condensed~~L. ~~Consolidated~~Webb ~~Financial~~at ~~Statements~~a ~~(Unaudited)~~per share price of $0.021.

~~Note~~· ~~14. Commitments~~On January 17, 2024, the Company completed a conversion of a convertible note in the principal amount of $75,000 along with $3,238 in interest and ~~Contingencies~~$900 in other fees for a 7,913,836 shares of common stock.

~~Commitments~~During the three months ended March 31, 2023, the Company engaged in the following equity events:

~~Equity~~· ~~Line~~On January 18, 2023, the Company issued 6,250,000 shares of ~~Credit~~common stock to Gary Rodney at a per share price of $0.02 in full satisfaction of all accrued but unpaid amounts payable for services as interim chief financial officer pursuant to a consulting agreement by and between InfoQuest Technology, Inc. and the Company, dated June 2, 2021. The Company recognized a loss of $194,050 related to the settlement that is included in other income (expense) on the accompanying condensed consolidated condensed statement of operations and comprehensive loss.

~~The~~· ~~Company~~On ~~entered into a two-year Equity Line of Credit pursuant to an Equity Purchase Agreement with Tysadco Partners, LLC, dated~~ January 2618, ~~2022. Pursuant to the agreement~~2023, ~~Tysadco Partners agreed to invest up to $5,000,000 to purchase~~ the Company’s ~~Common Stock, par value $0.001 per share, and upon execution of the ELOC the Company~~ issued ~~an additional 500~~702,~~000~~523 shares of common stock to ~~Tysadco~~Ralph ~~Partners~~Hofmeier, asthe ~~commitment~~Company’s ~~shares~~Chief inTechnology ~~accordance~~Officer ~~with the~~and ~~closing~~Chairman ~~conditions~~of ~~within~~ the ~~ELOC.~~Board, ~~Requests~~at ~~are~~a ~~limited~~per toshare ~~the~~price ~~lesser~~ of $~~1,000,000~~0.05 orin ~~500%~~full satisfaction of ~~the~~all ~~average~~accrued ~~shares~~but ~~traded~~unpaid ~~for~~amounts ~~the 10~~payable ~~days~~pursuant ~~prior~~to ~~the~~his ~~Closing~~employment ~~Request Date~~agreement. The ~~purchase~~Company ~~price~~recognized ~~shall~~a beloss ~~85%~~ of ~~the~~$2,109 ~~two~~related ~~lowest individual daily VWAP during the five (5) trading days immediately prior~~ to the ~~date~~settlement ~~the~~that ~~Request Notice~~ is ~~delivered~~included (in ~~each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or~~ other ~~similar~~income ~~transaction~~(expense) ~~that occurs~~ on ~~or after~~ the ~~date~~accompanying ofcondensed ~~this~~consolidated ~~Agreement).~~condensed ~~In addition, the Company and Tysadco Partners entered into a Registration Rights Agreement, whereby the Company shall register the securities on a registration~~ statement ~~covering~~of ~~the~~operations ~~Offering Amount with the Securities~~ and ~~Exchange~~comprehensive ~~Commission (“SEC”) within forty-five days of filing its 10-K for the year ended December 31, 2021~~loss. ~~The Company’s Registration Statement on Form S-1 registering 25,000,000 shares in connection with the ELOC was declared effective on July 5, 2022.~~

~~Employment~~· ~~Agreements~~On January 26, 2022, the Company entered into a two-year equity line of credit with an investor to provide up to $5 million. On [*], 2023, the Company issued an additional 5,310,988 shares of common stock pursuant to this equity line of credit for a purchase price of $196,000.

~~The~~· ~~Company~~During ~~entered into employment agreements with its Chief Executive Officer, Mr. Ralph Hofmeier, and its Chief Operating Officer, Ms. Irma Velazquez (collectively~~ the ~~“Employment~~three ~~Agreements”),~~months ~~effective~~ended ~~January~~March 131, ~~2012. Under the Employment Agreements~~2023, the ~~Corporation~~Company ~~will~~issued ~~pay each of Mr. Hofmeier and Ms. Velazquez~~ an ~~annual~~aggregate ~~base salary~~ of ~~$125~~375,000 ~~during~~ ~~the~~shares ~~first~~of ~~year~~common ~~and~~stock ~~$150,000 during the second year and forward. Any increase~~ to ~~the~~investors annual base salary after the second year is subject to approval by the Corporation’s Board of Directors. The Employment Agreements each had initial terms of ten (10) years and is automatically renewed for ~~successive~~an ~~one-year~~aggregate ~~terms~~purchase ~~unless~~price ~~either party delivers timely notice~~ of ~~its intention not to renew. These contracts expired on August 4~~$37, ~~2022~~500.

Effective as of August 4, 2022, Mr. Ralph M. Hofmeier has resigned as Chief Executive Officer and President of Energy and Water Development Corp. (the "Company"), and has been appointed as Chief Technology Officer of the Company. Mr. Hofmeier’s resignation is not a result of any disagreement with the Company or its independent auditors on any matter relating to the Company’s accounting, strategy, management, operations, policies, regulatory matters, or practices (financial or otherwise).15

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

OnNote ~~August 4, 2022, per a board of directors resolution, the Company entered into employment agreements with its Chief Technology Officer, Mr~~16. ~~Ralph~~Commitments ~~Hofmeier,~~ and its Chief Executive Officer, Ms. Irma Velazquez (collectively the “2022 Employment Agreements”). Effective for the fiscal year ended December 31, 2022, under the 2022 Employment Agreements, the base salary will be $210,305 prorated for any partial period of employment and payable in arrears in accordance with the Company’s ordinary payroll policies and procedures. Additionally, in recognition of the employees’ past services, the Company shall pay each employee a lump sum cash signing bonus of $29,164, less payroll deductions and withholdings, and each individual will be eligible to receive a yearly bonus based on yearly profitability. Additionally, if certain performance milestones are met, each employee will be granted options to purchase shares of the Company’s common stock. No options had been granted as of September 30, 2023. Any increase to the annual base is subject to approval by the Company’s Board of Directors. The 2022 Employment Agreements each have an indefinite term.Contingencies

17Employment Agreements

~~Energy~~On August 4, 2022, the Company entered into employment agreements with its Chief Technology Officer and ~~Water~~Chairman ~~Development~~of ~~Corp~~the Board, Ralph Hofmeier, and its Chief Executive Officer and Vice-Chairman of the Board, Irma Velazquez.~~Notes~~ Under the employment agreements, the employees are entitled to a base salary of $210,305 payable in arrears in accordance with the ~~Condensed~~Company’s ~~Consolidated~~ordinary ~~Financial~~payroll ~~Statements~~policies ~~(Unaudited)~~and procedures. Additionally, in recognition of the employees’ past services, the Company agreed to pay each employee a lump sum cash signing bonus of $29,164, less payroll deductions and withholdings, and each individual will be eligible to receive a yearly bonus based on yearly profitability. Additionally, if certain performance milestones are met, each employee will be granted options to purchase shares of common stock. No options had been granted as of March 31, 2024. Any increase to the annual base salary is subject to approval by the Company’s board of directors. The employment agreements have indefinite terms.

~~Lease~~Litigation

~~Our~~From ~~registered~~time ~~office~~to ~~is located at 7901~~time, ~~4th~~the ~~Street~~Company Nmay ~~STE~~be ~~#4174, St. Petersburg, Florida 33702. Our telephone number is +1 (727) 677-9408. Office services are contracted for on~~ a ~~month-to-month~~defendant ~~basis~~ in ~~this~~pending ~~address.~~or Inthreatened ~~October~~legal ~~2020,~~proceedings ~~the~~arising ~~Company established its official registered branch~~ in ~~Hamburg Germany;~~ the ~~office~~ ~~address~~normal ~~until~~course ~~March~~of ~~31,~~its ~~2021 was Offakamp 9f- 2~~business.~~17.~~ OnWhile ~~April 1, 2021,~~ the ~~Company~~outcome and ~~entered~~impact ~~into~~of ~~two~~currently ~~lease~~pending ~~agreements~~legal ~~for~~proceedings acannot ~~workshop located~~be atpredicted ~~Industriestraße~~with 17certainty, ~~25462~~the ~~Relligen~~Company’s management and anlegal ~~office located at Ballindam 3 20095 Hamburg, Germany. Our telephone number~~counsel isbelieve ~~+49~~that 40the ~~809081354.~~resolution ~~Rent~~of ~~expense~~these ~~for~~proceedings ~~the~~through ~~three~~settlement ~~months~~or ~~ending~~adverse ~~September~~judgment ~~30,~~will ~~2023~~not ~~and~~have ~~2022~~a ~~amounted~~material toadverse ~~$24,006~~effect ~~and~~on ~~$22,247, respectively,~~its ~~and~~operating ~~rent expense for the nine months ended September 30~~results, ~~2023~~financial ~~and~~position ~~2022~~or ~~amounted~~cash ~~to $100,793 and $41,768~~flows.

~~The~~Note ~~Company notified the landlord for one of its operating leases in May 2023 to effectively terminate the lease on June 30, 2023 as a precaution to the vague language used in the lease agreement~~17. ~~In response to the notification, the landlord has sought September 30, 2023 as the~~Subsequent final date of the lease and demanded additional compensation for the early termination of the lease and for damages to the rental space. The Company may seek potential litigation against the landlord for demanding additional compensation that the Company does not believe the landlord is entitled to.Events

~~Contingencies~~The Company has evaluated its operations subsequent to March 31, 2024 to the date these condensed consolidated financial statements were available to be issued and determined the following subsequent events and transactions required disclosure in these condensed consolidated financial statements.

~~From~~On ~~time~~May to14, ~~time~~2024, the ~~Corporation may be a defendant~~ inCompany ~~pending~~issued oran ~~threatened~~aggregate ~~legal proceedings arising in the normal course~~ of ~~its business. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty~~2,025,000 ~~the~~shares ~~Corporation’s management and legal counsel believe that the resolution~~ of ~~these~~common ~~proceedings~~stock ~~through~~to ~~settlement~~Dale orJohnson ~~adverse~~III ~~judgment~~at ~~will not have~~ a ~~material~~per ~~adverse~~share ~~effect~~price onof ~~its operating results, financial position or cash flows~~$0.01.

~~Litigation~~On May 14, 2024, the Company issued an aggregate of 1,225,000 shares of common stock to Michael Henry Erbes at a per share price of $0.01.

~~EAWD~~On vsApril ~~Packard~~16, ~~and~~2024, ~~Co-Defendant~~the ~~Nick~~Company ~~Norwood – Case~~received ~~number~~a ~~18-031011~~default ~~CA-01~~notice ~~Miami-Dade~~from ~~County~~1800 ~~Circuit~~Diagonal ~~Court.~~Lending ~~The~~LLC ~~Company~~(See isNote ~~demanding~~ 13) requiring the ~~proof~~immediate payment (as provided in the note) of ~~payment~~a ~~for~~sum ~~shares~~representing ~~issued~~160% inof ~~2008.~~the ~~The~~remaining ~~parties~~outstanding ~~are~~principal ~~currently~~balance, ~~scheduled~~together towith ~~participate~~accrued interest and default interest as provided for in ~~non-binding~~the ~~arbitration~~note.

~~EAWD vs Nerve Smart Systems ApS (“Nerve”) - Case number BS-15264/2022– The Court of Roskilde, Denmark.~~ On ~~April~~June ~~2022~~18, 2024, the Company formally ~~filed~~dissolved aits ~~claim~~subsidiary ~~against~~EAWD ~~Nerve~~Logistik. ~~demanding~~The ~~the return~~decision ofto ~~the~~dissolve ~~amounts~~EAWD ~~paid~~Logistik ~~by the Company for a Battery Energy Storage System that~~ was ~~never~~driven ~~delivered~~ by ~~Nerve~~strategic ~~to the Company, and therefore~~realignment ~~Nerve did not meet the requirements and specifications~~ of the ~~contract with the~~ Company.’s ~~The~~operations ~~Company is confident there will be a positive outcome~~ in ~~this case~~Germany. After ~~This~~a ~~matter~~thorough isreview, ~~not~~management ~~expected~~determined tothat bedissolving ~~resolved~~the ~~prior~~subsidiary towould better ~~2024~~align ~~due~~with to the Company’s long-term ~~waiting~~strategic ~~times~~goals ofand ~~the~~enhance ~~Danish~~overall ~~court~~operational ~~System~~efficiency.

~~Note 15. Subsequent Events~~16

OnITEM ~~October~~ 2,. ~~2023,~~MANAGEMENT’S ~~the~~DISCUSSION ~~Company~~AND ~~issued~~ANALYSIS ~~3,496,616~~OF ~~shares of~~FINANCIAL ~~common~~CONDITION ~~stock~~AND toRESULTS GSOF ~~Capital Partners, LLC for conversion of $50,000 of principal, $3,682 of accrued interest and $900 in other fees on the convertible loan payable~~OPERATIONS.

~~For~~The ~~the~~following ~~three~~management’s ~~months~~discussion and ~~ended~~analysis ~~September~~of ~~30,~~financial ~~2023,~~condition ~~the Company~~and ~~received~~results ~~deposits~~of inoperations ~~the~~provides ~~amount~~information that management believes is relevant to an assessment and understanding of ~~$866,600~~our ~~for~~plans ~~26,211,000~~and ~~common~~financial ~~shares~~condition. ~~related~~The tofollowing ~~common~~financial ~~stock~~information ~~subscriptions~~is ~~that~~derived ~~were~~from ~~issued~~our financial statements and should be read in ~~October~~conjunction with such financial statements and ~~November~~notes ~~2023~~thereto set forth elsewhere herein.

InUse ~~October and November 2023, the Company sold 15,400,000 shares~~ of ~~common stock for $770,000.~~Terms

InExcept ~~October~~as ~~and~~otherwise ~~November~~indicated ~~2023,~~by the ~~company~~context and ~~issued~~for ~~459,279~~the ~~and~~purposes ~~56,976 shares~~ of ~~common~~this ~~stock~~report ~~per~~only, ~~the~~references ~~2022~~in ~~Long~~this ~~Term~~report ~~Incentive~~to ~~Plan~~“we,” ~~with~~“us,” ~~conversion~~“our” ~~prices~~and ~~per~~“our company” ~~share~~are ofto ~~$0.032~~Energy and $0Water Development Corp.~~087~~, ~~respectively~~a Florida corporation, ~~for~~and ~~third-party services~~its consolidated subsidiaries.

OnSpecial ~~October~~Note 1,Regarding 2023, the Company entered into a facility lease agreement with an unrelated party for an office and warehouse space located in Bargteheide, Germany. The monthly rental payments due, inclusive of taxes, are $15,356. The lease agreement is for a 2 twoForward-~~year~~Looking ~~term expiring September 30, 2025.~~Statements

18This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

~~ITEM~~· 2.our ~~MANAGEMENT’S~~plans ~~DISCUSSION~~and ~~AND~~expectations ~~ANALYSIS~~regarding OFfuture ~~FINANCIAL~~financial ~~CONDITION~~results, ~~AND~~expected ~~RESULTS~~operating ~~OF OPERATIONS.~~results;

~~INTRODUCTORY STATEMENT~~· the sufficiency of our cash and our liquidity;

~~The~~· ~~following~~market ~~discussion~~trends ~~should be read~~ in ~~conjunction with~~ our ~~condensed~~industry, ~~financial~~energy ~~statements~~markets, ~~and~~commodity ~~the~~prices, ~~notes~~interest torates, ~~those~~the ~~condensed~~debt ~~financial statements that are included elsewhere in this Report. Our discussion includes forward-looking statements based upon current expectations that involve risks~~ and ~~uncertainties,~~lending ~~such as our plans~~markets, ~~objectives,~~ ~~expectations~~or ~~and intentions. Actual results and~~ the ~~timing~~general ~~of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Forward-Looking Statements.”~~economy;

~~RESULTS~~· development of ~~OPERATIONS~~new products and improvements to our existing products;

~~Results~~· ofour ~~Operations~~manufacturing ~~for~~capacity ~~the~~and ~~Three~~manufacturing ~~Months ended September 30, 2023 Compared to the Three Months ended September 30, 2022~~costs;

	For the Three Months Ended September 30,
	2023			2022
General and Administrative Expenses
Professional fees	$	348,355		$	106,853
Officers’ salaries and payroll taxes		134,117			128,545
Marketing fees		—			129,714
Travel and entertainment		13,213			5,920
Other general and administrative expenses		314,303			146,268
Total general and administrative expenses		809,988			517,300
Loss from operations		(809,988	)		(517,300	)
Other income (expense)
Change in fair value of derivative		(189,042	)		—
Other income (expense)		4,753			(134,599	)
Loss on settlement of liabilities		—			—
Interest income (expense), net		(71,755	)		—
Total other income (expense)		(256,044	)		(134,599	)
Loss before taxes		(1,066,032	)		(651,899	)
Tax (income) expense		(443	)		—
Net loss	$	(1,065,589	)	$	(651,899	)

the adequacy of our agreements with our suppliers;

19· our ability to obtain and maintain financing arrangements on favorable terms and to comply with debt covenants or cure any defaults;

~~General~~ · the availability of opportunities to participate in climate solutions, including energy efficiency and ~~Administrative~~renewable ~~Expense~~energy projects, and our ability to complete potential new opportunities in our pipeline;

~~General~~· ~~and administrative expense increased by $292,688 to $809,988 for~~ the ~~three~~availability ~~months~~of ~~ended~~and ~~September~~our ~~30,~~ability ~~2023~~to ~~from~~attract ~~$517,300~~and ~~for~~retain ~~the~~qualified ~~three months ended September 30, 2022.~~personnel;

~~The~~· ~~increase in~~actions ~~general~~ and ~~administrative~~initiatives ~~expenses~~of ~~was~~federal, ~~primarily~~state ~~due~~and tolocal angovernments ~~increase~~and inchanges ~~professional~~to ~~fees of $241~~federal,~~502, officer’s~~ ~~salaries~~state ~~of $5,572, travel~~ and ~~entertainment~~local ~~expenses~~government bypolicies, $7regulations,~~293~~ ~~and other~~tax ~~general~~laws and ~~administrative~~rates ~~expenses~~and ofthe ~~$168,035,~~execution ~~offset~~and byimpact aof ~~decrease~~these inactions, ~~marketing fees~~initiatives ofand ~~$129,714.~~policies;

~~Other Income~~· ~~(Expense)~~general volatility of the securities markets in which we participate;

~~Other~~· ~~expense increased by $121~~casualties,~~445~~ tocondemnation ~~$256,044~~or ~~for~~catastrophic ~~the~~failures ~~three months~~with ~~ended~~respect ~~September 30, 2023 compared~~ to ~~other~~any ~~expense~~ of ~~$134,599~~our ~~for~~business’ the three months ended September 30, 2022. The increase in other expense is the result of an increase in the fair value of derivative of $189,042, and an increase in interest expense of $71,755, offset by an increase in other income of $139,352.facilities;

~~Net~~· ~~Loss~~costs and effects of legal and administrative proceedings, settlements, investigations and claims; and

~~Net~~· ~~loss~~extraordinary ~~increased~~or byforce ~~$413,690 to~~majeure ~~$1,065,589~~events ~~for~~affecting the ~~three~~business ~~months~~or ~~ended~~operations ~~September~~of ~~30,~~our ~~2023 from $651,899 for the three months ended September 30, 2022~~businesses. ~~This decrease was attributable to the net increases and decreases as discussed above.~~

~~Results~~In some ofcases, ~~Operations~~you ~~for~~can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the ~~nine~~negative of ~~months~~these ~~ended~~terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking ~~September~~statements 30because they involve known and unknown risks, ~~2023~~uncertainties ~~Compared~~and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” included in our Registration Statement on Form S-1, originally filed with the ~~nine~~Securities ~~months~~and ~~ended~~Exchange ~~September~~Commission, or the SEC, on October 30, ~~2022~~2023, as amended . If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

	For the Nine Months Ended September 30,
	2023			2022
General and Administrative Expenses
Professional fees	$	690,483		$	398,593
Officers’ salaries and payroll taxes		392,085			364,818
Marketing fees		23,832			223,313
Travel and entertainment		35,354			24,368
Other general and administrative expenses		719,030			384,559
Total general and administrative expenses		1,860,784			1,395,651
Loss from operations		(1,860,784	)		(1,395,651	)
Other income (expense)
Change in fair value of derivative		(178,933	)		243,653
Other income (expense)		7,076			(267,013	)
Loss on settlement of liabilities		(196,159	)		—
Interest income (expense), net		(165,848	)		(125,712	)
Total other income (expense)		(533,864	)		(149,072	)
Loss before taxes		(2,394,648	)		(1,544,723	)
Tax (income) expense		482			—
Net loss	$	(2,395,130	)	$	(1,544,723	)

~~General~~In addition, statements that “we believe” and ~~Administrative~~similar ~~Expense~~statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

~~General~~The ~~and~~forward-looking ~~administrative~~statements ~~expense~~made ~~increased~~in ~~by $465,133~~this report relate only to ~~$1,860,784~~events ~~for~~or information as of the ~~nine~~date ~~months~~on ~~ended~~which ~~September~~the 30statements are made in this report. Except as expressly required by the federal securities laws, ~~2023~~there ~~from~~is $1no undertaking to publicly update or revise any forward-looking statements,~~395,651~~ ~~for~~whether ~~the~~as ~~nine~~a ~~months~~result of ~~ended~~new ~~September~~information, 30future events, ~~2022~~changed circumstances or any other reason.

The increase in general and administrative expenses was primarily due to an increase in professional fees of $291,890, travel and entertainment expenses by $10,986, other general and administrative expenses of $334,471 and officer’s salaries of $27,267, offset by a decrease in marketing fees of $199,481. Overview

20We are an engineering services company formed as an outsourcing green tech platform focused on sustainable water and energy solutions. We are a United Nations “accredited vendor” and offer design, construction, maintenance and specialty consulting services to private companies, government entities, non-government organizations and intergovernmental organizations for the sustainable supply of energy and water.

~~Other~~We build sustainable water and energy systems ~~Income~~out ~~(Expense)~~of existing, proven technologies, utilizing our intellectual property and our technical know-how to customize solutions to meet our clients’ needs. Using our patent-pending design, we are working to design, build, and operate off-the-grid atmospheric water generation systems in Mexico and the United States, as well as off-the-grid electric vehicle charging stations in Germany.

~~Other~~In ~~expense increased~~order byto ~~$384,792~~effectively cater to ~~$533~~our expanding operations in Germany,~~864~~ ofwe ~~other~~have ~~expense for~~strategically ~~the~~established ~~nine~~a ~~months~~branch ~~ended~~for ~~September~~business 30operations in Germany, ~~2023~~along ~~compared~~with totwo ~~other~~wholly ~~expense~~owned ofGerman subsidiaries: ~~$149,072~~Energy ~~for~~and ~~the~~Water ~~nine~~Development ~~months~~Deutschland ~~ended~~GmbH ~~September~~and ~~30,~~EAWD ~~2022~~Logistik GmbH. ~~The~~Moreover, ~~increase~~recognizing the importance of regional market indemands, ~~other~~we ~~expense~~have isalso ~~the~~extended ~~result~~our ofpresence to Mexico through a ~~decrease~~wholly inowned ~~the~~subsidiary, ~~change~~EAWD inMexico ~~fair~~SAPI ~~value~~de ~~derivative~~CV, ~~liability~~enhancing ofour capacity ~~$422,586,~~to ~~loss~~address onthe ~~settlement~~needs of ~~liabilities~~this ofarea ~~$196,159~~efficiently. ~~and increase~~This instrategic ~~interest~~positioning ~~expense~~not ofonly ~~$40,136,~~reflects ~~offset~~our bycommitment ato ~~decrease~~environmental inprogress ~~other~~but also ~~expense~~ensures ofan ~~$274,089~~optimized response to evolving market requirements.

~~Net~~To ~~Loss~~date, we have not generated any revenues from the sale of our sustainable water and energy solutions.

~~Net~~Recent loss increased by $850,407 to $2,395,130 for the nine months ended September 30, 2023 from $1,544,723 for the nine months ended September 30, 2022. This increase was attributable to the net increases and decreases as discussed above. Developments

~~LIQUIDITY~~On April 16, 2024, we received a default notice from 1800 Diagonal Lending LLC requiring the immediate payment of a sum representing 160% of the remaining outstanding principal balance, together with accrued interest and ~~CAPITAL~~default ~~RESOURCES~~interest, as provided for in the promissory note described below.

WeOn ~~had~~June ~~$115~~18,~~831~~ ~~cash~~2024, ~~and~~we formally ~~negative working capital~~dissolved ofour ~~$911,635~~subsidiary asEAWD ofLogistik ~~September~~GmbH. ~~30,~~The ~~2023.~~decision ~~Our~~to ~~operating~~dissolve ~~and~~this ~~capital~~subsidiary ~~requirements~~was indriven ~~connection~~by ~~with~~strategic ~~supporting~~realignment of our operations ~~will continue~~in ~~to be significant~~Germany. After ~~Since~~a ~~inception~~thorough review, ~~our~~management ~~losses~~determined ~~from~~that ~~operations~~dissolving ~~and working capital requirements have been satisfied through~~ the ~~deferral of~~subsidiary ~~payment~~would ~~for~~better ~~services~~align ~~performed~~with by our ~~founders~~long-term strategic goals and ~~related~~enhance ~~parties~~overall ~~discussed~~operational ~~more fully below~~efficiency.

WeResults ~~have sustained operating losses since our operations began. As~~ of September 30, 2023, we had an accumulated deficit of $26,733,103. The Company cannot predict how long it will continue to incur further losses or whether it will ever become profitable as this is dependent upon the reduction of certain expenses and success in obtaining more project contracts, among other things. These conditions raise substantial doubt about the entity’s ability to continue as a going concern.Operations

~~During~~Comparison ~~the nine months ended September 30, 2023, the Company issued one convertible loan in the aggregate amount~~ of ~~$153,000.~~Three ~~The~~Months ~~note~~Ended ~~bears interest~~March ~~at 8% per annum and all matures within one year. The conversion features in the note met the definition of a derivative and required bifurcation and liability classification~~31, at2024 ~~fair value. The fair value of the derivative liability as of the date of issuance was $81,530~~ and ~~was~~ ~~recorded as a discount of the notes. During the nine months ended September 30,~~ 2023~~, the Company received proceeds from sales of stock of $1,546,300.~~

~~During the year ended December 31, 2022, the Company issued one convertible loan in the aggregate amount of $178,000.~~ The ~~note~~following ~~bore~~table ~~interest~~sets atforth 8%key ~~per annum and all matured~~components ~~within one year. The conversion features in the note met the definition~~ of aour ~~derivative~~results ~~and required bifurcation and liability classification, at fair value. The fair value~~ of ~~the~~operations ~~derivative~~during ~~liability as of~~ the ~~date~~three ofmonths ~~issuance~~ended ~~was~~March ~~$175~~31,~~025 and~~ ~~was~~2024 ~~recorded~~and ~~as a discount of the notes~~2023.

We have satisfied our cash and working capital requirements in the three months ended September 30, 2023, through the sale of common stock.

	Three Months Ended March 31,
	2024			2023
General and administrative expenses
Professional fees	$	158,883		$	132,576
Officers’ salaries and payroll taxes		98,683			136,633
Marketing fees		10,814			14,996
Travel and entertainment		2,923			5,527
Other general and administrative expenses		344,892			215,449
Total general and administrative expenses		616,195			505,181
Loss from operations		(616,195	)		(505,181	)
Other income (expense)
Change in fair value of derivatives		(188,019	)		30,593
Other income (expense)		(1,918	)		8,392
Loss on settlement of liabilities		—			(196,159	)
Interest expense		(177,688	)		(47,671	)
Total other income (expense)		(367,625	)		(204,845	)
Net loss	$	(983,820	)	$	(710,026	)

~~Comparison of Cash Flows for the nine months ended September 30, 2023 (2023) and September 30, 2022 (2022)~~18

~~Net~~General ~~cash~~and ~~used~~administrative expenses. Our general and administrative expenses consist primarily of professional fees relating primarily to accounting, auditing and legal services; personnel expenses, including employee salaries and bonuses plus related payroll taxes; marketing expenses; travel and entertainment expenses; and rent expense, insurance, public reporting expenses and other expenses incurred in ~~operating~~connection ~~activities~~with general operations. Our general and administrative expenses increased by $111,014, or 22%, to $616,195 for the three months ended March 31, 2024 from $505,181 for the three months ended March 31, 2023. The largest element of the year-over-year change was an increase in professional fees of $26,307, or 20%, to $158,883 for the three months ended March 31, 2024 from $132,576 for the three months ended March 31, 2023 as a result of higher accounting fees, litigation fees and legal fees. Additionally, the increase in general and administrative expenses was due to an increase in other general and administrative expenses by $129,443, or 60%, which includes large increases in insurance and rent for the current year due to the new office and warehouse spaces.

Total other expense. We ~~used~~had $1367,~~553,442~~625 ~~of cash~~ in ~~our~~total ~~operating~~other ~~activities in~~expense, ~~2023 compared to $1~~net,~~318,574~~ ~~used~~for inthe ~~2022.~~three ~~The~~months ~~increase~~ended inMarch ~~cash~~31, ~~used of $234~~2024,~~868~~ isas ~~primarily~~compared ~~due~~ to aother ~~decrease in stock issued for~~expense, ~~services~~net, of $~~268~~204,~~100~~845 ~~decrease~~for inthe ~~foreign~~three ~~currency~~months ~~loss~~ended ofMarch ~~$262~~31,~~969~~ ~~and~~2023. anOther ~~increase~~expense, in net ~~loss of $850~~,~~407,~~ ~~offset~~for bythe anthree ~~increase~~months inended ~~amortization of~~March ~~debt discount and deferred financing costs of $88~~31,~~108,~~ ~~increase~~2024 inconsisted ~~depreciation and amortization expense~~ of ~~$50,095, increase of non-cash~~ ~~lease~~interest expense of $52177,~~369,~~688 ~~decrease in~~ loss on change in fair value ~~derivative~~of ~~liability~~derivatives of $188,019 and ~~derivative~~other expense of $~~422~~1,~~586~~918, ~~increase~~while inother ~~imputed~~expense, net, ~~interest~~for onthe ~~related~~three ~~party~~months ~~loans~~ended ofMarch $331,~~305,~~ ~~increase~~2023 inconsisted of a loss on settlement of liabilities of $196,159, and ~~increase~~interest ~~in bad debt~~ expense of $5247,~~761~~671, as ~~well~~offset asby achange ~~decrease~~ in ~~cash~~fair ~~used~~value byof ~~working~~derivatives ~~capital items~~ of $~~281~~30,~~225~~593 ~~principally~~and ~~related~~other toincome ~~a decrease in inventory~~ of $~~261~~8,~~785,~~392. aThe ~~decrease in~~loss ~~accounts~~on ~~payable,~~settlement ~~accrued expenses and deferred taxes~~ of ~~$32,683,~~liabilities anrelated ~~increase in due~~ to the ~~officers~~issuance of ~~$45,760~~an ~~and~~aggregate ~~a decrease in due to related party~~ of ~~$71~~6,~~095~~952,523 ~~offset~~shares ~~by a decrease in prepaid expenses and other current assets~~ of ~~$77,729~~common ~~and~~stock anto ~~increase~~officers in ~~operating~~satisfaction ~~lease liabilities,~~of ~~current~~amounts ~~and~~owed ~~non-current~~to ~~of $52,369~~them.

21Net loss. As a result of the cumulative effect of the factors described above, our net loss was $983,820 for the three months ended March 31, 2024, as compared to $710,026 for the three months ended March 31, 2023, an increase of $273,794, or 47%.

~~Cash~~Liquidity ~~Flows~~and ~~from~~Capital ~~Investing Activities~~Resources

~~The~~As ~~Company~~of ~~used~~March $31,~~781~~ 2024, inwe had $50,506 in cash. ~~from~~Our ~~investing~~operating ~~activities~~ and capital requirements in ~~2023~~connection aswith ~~compared~~supporting our operations will continue to ~~$78~~be significant. Since inception,~~123~~ our inlosses ~~2022~~from operations and working capital requirements have been satisfied through the deferral of payment for services performed by our founders and related parties.

~~Cash~~We ~~Flows~~have sustained ~~from~~operating ~~Financing~~losses ~~Activities~~since we began our operations in 2012. At March 31, 2024, we had an accumulated deficit of $28,755,111. We cannot predict how long we will continue to incur further losses or whether we will ever become profitable as this is dependent upon the reduction of certain expenses and success in obtaining project contracts, among other things. These conditions raise substantial doubt about our ability to continue as a going concern. Our financial statements were prepared on a going concern basis and do not include any adjustment with respect to these uncertainties.

~~The~~Our ability ~~Company~~to ~~received~~transition ~~$1,677,288~~to ~~(2023)~~profitable ~~and~~operations ~~$891,000 (2022)~~is independent ~~cash~~upon ~~provided~~achieving ~~from~~a ~~financing~~level ~~activities.~~of ~~The~~revenue ~~net~~adequate ~~increase~~to ofsupport ~~$786,288~~our iscost ~~due~~structure. The totiming ~~$679,700~~and amount of ~~proceeds~~our ~~from~~actual ~~sale~~expenditures ofwill ~~stock,~~be ~~proceeds from~~based ~~subscriptions~~on ofmany ~~$866~~factors,~~600~~ ~~and~~including ~~proceeds~~cash flows from ~~convertible~~operations ~~notes~~and ofthe ~~$153,000,~~anticipated growth ~~offset~~of byour ~~payments~~business ~~made~~and onavailability ~~finance~~to ~~lease~~sufficient ~~liabilities of $22,012~~resources.

~~Financial~~Management is ~~Position~~working to conclude the sales in Germany and in other regions of the world relating to previously approved proposals, which would bring a growing revenue. Management plans to expand sales operations by greater market penetration of the agricultural, industrial and community development markets with our innovative water and energy generation solutions. Management also plans to raise additional funds during 2024 through the issuance of equity securities, from deposits related to customer purchase orders, and, if necessary, loans from management and third-party lenders. Management also plans to reduce expenses by centralizing our assembly, logistics and administrative operations into a larger, self-sufficient, off-grid location that will be able to house the storage of supplies and inventory, as well as provide space for assembly and administrative operations. We are also planning to acquire our own electric vehicles to reduce our supply transportation costs.

~~Total~~The ~~Assets – As of September~~ability ~~30, 2023 the Company had $1,231,779~~ of ~~total~~our ~~assets~~company ~~representing~~to ~~$115,831~~continue inas ~~cash,~~a ~~$468,004~~going inconcern ~~inventory,~~depends ~~$317,581~~upon inits ~~prepaid~~ability ~~expenses and~~to ~~other~~generate ~~current~~sales ~~assets,~~or ~~$320,619~~obtain inadditional ~~property~~funding ~~and~~to ~~equipment,~~finance ~~and $9,744 in~~ operating losses ~~lease~~until ~~right-of-use~~it ~~asset~~is profitable.

~~PLAN OF OPERATION AND FUNDING~~19

WeSummary expect to generate more revenues which should, grow in time and lead to a positive cash flow. In the near future, we expect that working capital requirements will continue to be funded through sales contracts, lines of ~~credit,~~Cash convertible loans and/or further issuances of other securities in sufficient quantities that we will be able to meet our working capital requirement from these possible sources. Additional issuances of equity or convertible debt will result in dilution to our current shareholders.Flow

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

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

	Three Months Ended March 31,
	2024			2023
Net cash used in operating activities	$	(405,116	)	$	(392,602	)
Net cash used in investing activities		(5,785	)		—
Net cash provided by financing activities		412,988			541,409
Effect of exchange rate changes on cash		(28,208	)		(45,252	)
Net change in cash		(26,121	)		103,555
Cash, beginning of period		76,627			40,886
Cash, end of period	$	50,506		$	144,441

~~The~~Our ~~Company~~net ~~plans~~cash toused ~~generate~~in operating activities ~~revenue~~was ~~from~~$405,116 for the ~~sale~~three ofmonths ~~EAWD~~ended ~~Off-Grid~~March ~~AWG~~31, ~~Systems~~2024, ~~EAWD~~as ~~Off-Grid~~compared EVto ~~Charging Stations~~$392,602 ~~EAWD~~for ~~Off-Grid~~the ~~Power~~three ~~Systems~~months ended March 31, ~~and~~2023. ~~EAWD~~For ~~Off-Grid~~the ~~Water~~three ~~Purification~~months ~~Systems~~ended March 31, ~~royalties~~2024, ~~from~~our ~~the~~net ~~commercialization~~loss of ~~energy~~$983,820, offset by a loss on partial extinguishment of convertible debt of $95,404 and ~~water~~a decrease in ~~certain~~accounts ~~cases,~~payable and accrued expenses of $148,752, were the ~~licensing~~primary drivers of our ~~innovated~~net cash used in ~~technologies~~operating activities. For the three months ended March 31, as2023, ~~well~~our asnet ~~from~~loss ~~its~~of ~~engineering~~$710,026, ~~technical~~offset ~~consulting~~by a loss on settlement of liabilities of $196,159, a decrease in amounts due to officers of $64,010 and ~~project~~amortization ~~management~~of ~~services~~debt discount and deferred financing costs of $43,157, were the primary drivers of our net cash used in operating activities.

22Our net cash used in investing activities was $5,785 for the three months ended March 31, 2024, which consisted entirely of purchases of property and equipment, as compared to $0 for the three months ended March 31, 2023.

~~MATERIAL~~Our ~~COMMITMENTS~~net cash provided by financing activities was $412,988 for the three months ended March 31, 2024, as compared to $541,409 for the three months ended March 31, 2023. Our net cash provided by financing activities for the three months ended March 31, 2024 consisted of proceeds from convertible notes of $150,000, proceeds from promissory notes $127,917, proceeds from stock subscriptions of $100,000, and proceeds from sale of common stock $40,000, offset by payments of finance lease liabilities of $4,929, while our net cash provided by financing activities for the three months ended March 31, 2023 consisted of proceeds from common stock subscriptions of $310,700 and proceeds from the sale of common stock of $233,500, offset by payments of finance leases of $2,791.

~~Employment~~Convertible ~~Agreements~~Notes

~~The~~On ~~Company~~February ~~entered~~15, ~~into employment agreements with each of Irma Velazquez~~2024, ~~its~~we ~~Chief~~issued ~~Executive~~an ~~Officer~~8% ~~and~~convertible redeemable ~~Vice~~note ~~Chairman~~in of the ~~Board,~~principal ~~and~~amount ~~Ralph~~of ~~Hofmeier~~$150,000 ~~its Chairman~~to ofGeebis ~~the~~Consulting ~~Board~~LLC. ~~and~~This ~~Chief~~note ~~Technology~~bears ~~Officer,~~interest ~~effective~~at ~~August~~a 4,rate ~~2022~~of ~~(together,~~8% ~~the~~per ~~“Executive~~annum ~~Employment~~and ~~Agreements”).~~all ~~Under~~principal ~~the~~and ~~Executive~~interest ~~Employment~~is ~~Agreements,~~due ~~the~~on ~~Company~~August ~~agreed~~15, to2024. ~~pay~~Upon ~~each~~an event of ~~Ms.~~default ~~Velazquez~~(as ~~and~~defined ~~Mr.~~in ~~Hofmeier~~the annote), ~~annual~~the ~~base~~interest ~~salary~~rate ofshall ~~€200,000,~~increase ~~which~~to is24% ~~approximately $210,000~~ per ~~year~~annum ~~with~~and ~~discretionary~~certain ~~cash~~other ~~and~~penalties ~~equity~~may ~~bonuses~~apply ~~available~~depending ~~based~~ on the ~~Board’s~~reason ~~assessment~~for of the ~~executive’s~~default. ~~performance~~This ~~against~~note ~~applicable~~may ~~performance~~be ~~objectives~~prepaid asupon ~~well~~the aspayment of ~~Company~~certain ~~performance~~prepayment premiums. ~~Any~~This ~~increase~~note tois ~~the~~convertible ~~annual base~~only ~~salary~~after isthe ~~subject~~maturity todate ~~approval~~at bya ~~the~~fix ~~Company’s~~conversion ~~Board~~price of ~~Directors~~$0.04; ~~The~~provided ~~foregoing~~that if ~~descriptions~~the closing price of ~~the~~our ~~Executive~~common ~~Employment~~stock ~~Agreements does~~is ~~not~~below ~~purport~~$0.03 tofor bethe ~~complete~~five ~~and~~consecutive istrading ~~qualified~~days inprior ~~its~~to ~~entirety~~conversion, bythen ~~reference~~the conversion price shall be equal to the ~~copy~~lower of ~~each~~$0.01 ~~agreement~~or ~~filed~~70% asof ~~Exhibits~~the ~~10.1~~lowest ~~and 10.2~~closing price for the ~~Company’s~~twenty ~~Annual~~prior ~~Report~~trading ondays. ~~Form~~This ~~10-K~~note ~~for~~is ~~the~~unsecured and ~~year~~contains ~~ended~~customary ~~December~~events ~~31,~~of ~~2022~~default ~~filed~~for ~~with~~a ~~the~~loan ~~SEC~~of this type.

On June 30, 2023, we issued an 8% convertible redeemable note in the principal amount of $153,000 to GS Capital Partners, LLC. The ~~Company~~note bears ~~also~~interest ~~entered~~at 8% per annum and all principal and interest is due on June 30, 2024. Upon an event ~~into~~of ~~employment~~default ~~agreements~~(as ~~with~~defined 4in ~~other~~the ~~employees~~note), ~~effective~~the ~~during~~interest rate shall increase to 24% per annum and certain other penalties may apply depending on the ~~3rd~~reason ~~quarter~~for the default. This note is convertible after six months at a fix conversion price of ~~2021~~$0.03; Inprovided ~~2022~~that if the closing price of our common stock is below $0.03 for the ten consecutive trading days prior to conversion, ~~The~~then ~~Company~~the ~~dismissed~~conversion ~~two~~price ~~employees~~shall be equal to ~~upgrade~~the ~~these~~lower ~~positions~~of as$0.01 ~~technical~~or ~~assistants~~70% of the lowest closing price for the twenty prior trading days. On January 17, 2024, principal in the amount of $75,000, along with $3,238 in interest and $900 in other fees was converted into 7,913,836 shares of common stock.

~~OFF-BALANCE~~Promissory ~~SHEET ARRANGEMENTS~~Note

WeOn ~~have~~March no7, ~~off~~2024, we issued a promissory note to 1800 Diagonal Lending LLC in the principal amount of $147,775, which included an original issue discount of $19,275. This note includes a one-~~balance~~time ~~sheet~~interest ~~arrangements~~charge of 12% applied on the issuance date to the principal amount, requires monthly payments commencing on September 15, 2024, and is due on December 15, 2024. This note is convertible only upon an event of default at a conversion price equal to 75% of the lowest trading price of our common stock during the ten trading days prior to conversion. This note is unsecured and contains customary events of default for a loan of this type.

~~GOING~~Contractual ~~CONCERN~~Obligations

~~The~~Our ~~next~~principal ~~operational~~commitments ~~step~~consist tomostly ~~accomplish is to achieve sufficient sales volume to yield positive net income. Due to the timing~~ of ~~the project build out, the Company has currently recorded limited~~ ~~revenue~~obligations ~~and~~under ~~consequently has incurred operating losses since it began operations (December 2012) totaling $26,733,103 as of September 30, 2023. During~~ the ~~nine~~loans ~~months~~described ~~ended September 30, 2023, the Corporation incurred net losses of $2,395,130~~above. ~~The Company also had a working capital deficit of $911,635 as of September 30, 2023.~~

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

AtWe ~~the~~have ~~filling~~no ~~date~~off-balance ofsheet ~~this~~arrangements ~~report, management is~~that ~~working~~have toor ~~conclude~~are ~~the~~reasonably ~~sales~~likely ~~in Germany and in other regions of the world relating~~ to ~~the~~have ~~previously approved proposals, which would bring~~ a ~~growing~~current ~~revenue.~~or ~~Managements~~future ~~plans~~effect toon ~~expand~~our ~~the~~financial ~~sales operations by greater market penetration of the agricultural~~condition, ~~industrial and~~changes ~~community~~in ~~development~~financial ~~markets with its innovative water and energy generation solution. Management also plans to raise additional funds during 2022 through the issuance of equity securities~~condition, ~~from deposits related to customer purchase orders, and, if necessary, loans~~revenues ~~from~~or ~~management and third-party lenders. Management also plans to reduce~~ expenses ~~by centralizing the assembly~~, ~~logistics~~results ~~and administrative operations~~ of ~~the Company into a larger~~operations, ~~self-sufficient~~liquidity, ~~off-grid~~capital ~~location~~expenditures ~~that~~or ~~will~~capital ~~be able to house the storage of supplies and inventory, as well as provide space for assembly and administrative operations~~resources. ~~The Company is also planning to acquire its own electric vehicles to reduce its supply transportation costs.~~

~~The ability of the Company to continue as a going concern depends upon its ability to generate sales or obtain additional funding to finance operating losses until the Corporation is profitable.~~20

23Critical Accounting Policies

~~ADDRESSING~~The ~~CHALLENGES~~preparation ~~POST-COVID-19~~of the unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. 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.

~~COVID-19~~For isa andescription ~~incomparable global~~of ~~public~~the ~~health~~accounting ~~emergency~~ policies that, ~~has~~in ~~affected~~management’s ~~almost~~opinion, ~~every~~involve ~~industry and has caused~~ the ~~worst~~most ~~global~~significant ~~economic~~application ~~contraction~~ of ~~the~~judgment ~~past 80~~or ~~years~~involve ~~(IMF)~~complex ~~and~~estimation ~~the current war in Ukraine has also caused significant changes in consumer behavior~~ and ~~purchasing~~which ~~patterns~~could, ~~supply~~ ~~chain~~if ~~routing,~~different ~~the~~judgment ~~dynamics~~or ofestimates ~~current~~were ~~market forces~~made, ~~and~~materially ~~government~~affect ~~oversight and intervention. Disruptive activities could include the temporary closure of~~ our ~~manufacturing~~reported ~~facilities~~financial ~~and those used in our supply chain processes~~position, ~~restrictions~~results ~~on the export or shipment~~ of ~~our products~~operations, ~~significant~~or ~~cutback~~cash ~~of ocean container delivery from Germany~~flows, ~~business closures in impacted areas, and restrictions on~~ ~~our~~see ~~employees~~“Management’s Discussion and ~~consultants’~~Analysis ~~ability~~of toFinancial ~~travel~~Condition and toResults ~~meet~~of ~~with~~Operations ~~customers.~~– ~~The~~Critical ~~extent~~Accounting toPolicies and ~~which~~Estimates” ~~COVID-19 or the war~~ in ~~Ukraine impacts~~ our ~~results~~Annual ~~will~~Report ~~depend~~ on ~~future~~Form ~~developments,~~10-K ~~which~~for ~~still uncertain and cannot be predicted, including new information which may emerge concerning~~ the ~~severity~~fiscal ofyear ~~the~~ended ~~current~~December ~~conflict as well as virus variants and the actions to contain it or treat its impact~~31, ~~among~~ ~~others.~~2023 ~~COVID-19~~filed ~~and~~with the ~~war~~SEC inon ~~Ukraine~~April ~~could also continue to result in social~~26, ~~economic and labor instability in the countries in which we or our customers and suppliers operate~~2024.

IfITEM workers at one or more of our offices or the offices of our suppliers or manufacturers become ill or are quarantined and in either or both events are therefore unable to work, our operations could be subject to disruption3. ~~Further,~~QUANTITATIVE ifAND ~~our~~QUALITATIVE ~~manufacturers~~DISCLOSURES ~~become~~ABOUT ~~unable~~MARKET to obtain necessary raw materials or components, we may incur higher supply costs or our manufacturers may be required to reduce production levels, either of which may negatively affect our financial condition or results of operationsRISK.

InNot ~~light of these challenges, the Company is focusing its efforts on supporting key areas of our business that will help us to stabilize in the new environment and strategize for what comes next~~applicable. ~~Those key areas are: crisis management and response, workforce, operation and supply chain, finance and liquidity, tax, trade and regulatory, as well as strategy and brand.~~

~~CRITICAL~~ITEM ~~ACCOUNTING~~4. ~~POLICIES~~CONTROLS AND PROCEDURES.

~~Our~~Evaluation ~~critical~~of ~~accounting~~Disclosure ~~policies~~Controls ~~are~~and ~~set forth in Note 2 to the condensed financial statements.~~Procedures

~~RECENTLY~~We ~~ISSUED~~maintain ~~ACCOUNTING~~disclosure ~~PRONOUNCEMENTS~~controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

WeAs dorequired ~~not~~by ~~expect~~Rule 13a-15(e) of the ~~adoption~~Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of ~~recently~~our ~~issued~~chief ~~accounting~~executive officer and ~~pronouncements~~chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as ~~discussed~~of March 31, 2024. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that, because of the material weaknesses described in ~~Note~~Item 39A to“Controls ~~have~~and aProcedures” ~~significant~~of ~~impact~~our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which we are still in the process of remediating as of March 31, 2024, our ~~results~~disclosure controls and procedures were not effective. Investors are directed to Item 9A of ~~operations~~our Annual Report on Form 10-K for the fiscal year ended December 31, ~~financial~~2023 ~~position~~for the ordescription ~~cash~~of ~~flow~~these weaknesses.

~~ITEM~~Remediation 3.of ~~QUANTITATIVE~~Material ~~AND~~Weaknesses ~~QUALITATIVE~~in ~~DISCLOSURES~~Internal ~~ABOUT~~Control ~~MARKET~~Over ~~RISK~~Financial Reporting

We ~~are~~have aevaluated ~~smaller~~the ~~reporting~~material ~~company~~weakness described above and our management and board of directors are ~~not~~committed ~~required~~to the design and successful implementation of internal control over financial reporting as promptly as possible. We currently plan to ~~provide~~evaluate our updated internal controls design and determine whether the controls ~~information~~have ~~under~~operated ~~this~~effectively ~~item~~during 2024 in order to fully remediate the aforementioned material weakness in our internal control over financial reporting.

~~ITEM~~As 4.disclosed ~~CONTROLS~~in ~~AND~~our ~~PROCEDURES~~Annual Report on Form 10-K for the fiscal year ended December 31, 2023, our management has identified the steps necessary to address the material weaknesses, and in the first quarter of 2024, we continued to implement the following remedial procedures:

~~Disclosure~~· ~~Controls~~We have welcomed a new part-time Chief Financial Officer to our team and ~~Procedures~~augmented our staff with specialized accounting consultants.

· We ~~carried~~are ~~out~~in ~~an evaluation of~~ the ~~effectiveness of~~process ~~the design and operation~~ of codifying our ~~disclosure~~policies ~~controls~~ and procedures ~~(as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) as of December 31~~, ~~2022.~~which ~~This~~will ~~evaluation~~significantly ~~was~~enhance ~~carried~~the ~~out~~cohesion bybetween our ~~Principal~~financial ~~Executive~~operations ~~Officer~~ and ~~our~~other ~~Principal~~non-accounting ~~Finance Officer~~divisions. Based on that evaluation, our Principal Executive Officer and our Principal Finance Officer concluded that, as of September 30, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A· ~~material~~We ~~weakness~~are isalso acollaborating ~~deficiency,~~with orexternal aexperts combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses, which have caused management to ~~conclude~~ensure that, asour ofremediation ~~September~~efforts ~~30,~~are ~~2023,~~both ~~our~~efficient ~~disclosure controls~~ and ~~procedures~~ ~~were not effective:~~comprehensive.

·We ~~Inadequate~~intend ~~segregation~~to complete the remediation of ~~duties~~the material weaknesses discussed above as soon as practicable, ~~due~~but we can give no assurance that we will be able to ~~lack~~do ofso. ~~human~~Designing ~~resources~~and implementing ·an ~~Limited~~effective ~~level~~disclosure ofcontrols ~~multiple~~and ~~reviews~~procedures ~~among~~is ~~those~~a ~~tasked~~continuous ~~with~~effort ~~preparing~~that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial ~~statements~~reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses that we have identified, ·and ~~Lack~~material ofweaknesses ain ~~more~~our ~~formal~~disclosure ~~internal~~controls ~~control~~and ~~environment~~procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

24Changes in Internal Control Over Financial Reporting

~~Remediation~~Other ~~Plan~~than toin ~~Address~~connection with the ~~Material Weaknesses~~implementation of the remedial measures described above, there were no changes in ~~Internal~~our ~~Control~~internal controls over ~~Financial~~financial ~~Reporting~~reporting during the first quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We intend to implement changes to strengthen our internal controls in addition to the enhanced controls discussed above. We are in the process of implementing a remediation plan for the identified material weaknesses and we expect that work on the plan will continue throughout 2023, as financial resources permit. Specifically, to address the material weaknesses arising from insufficient accounting personnel, the Company hired a part-time Chief Financial Officer and has secured the services of additional accounting personnel on a consulting basis which begins to address segregation of duties. The Company is currently formalizing its policies and procedures in writing and improving the integration of its financial and reporting system into non accounting departments. Where appropriate, the Company receives advice and assistance from third-party experts as it implements and refines its remediation plan.21

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

~~Changes~~OTHER ~~in Internal Control over Financial Reporting~~INFORMATION

~~There~~ITEM ~~were~~1. noLEGAL changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2023 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reportingPROCEEDINGS.

~~Limitations~~From ontime to time, we may become involved in various lawsuits and legal proceedings, which arise in the ~~Effectiveness~~ordinary course of ~~Internal~~business. However, litigation is subject to inherent uncertainties, ~~Controls~~and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

~~Management’s~~ITEM conclusion that our disclosure controls and procedures were not effective means that if a fraud or material misstatement of the company’s annual or interim financial statements were to occur; there is a reasonable possibility that they will not be prevented or detected on a timely basis1A. ~~Further,~~RISK ~~the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs~~FACTORS. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

25Not applicable.

~~PART~~ITEM II2. ~~OTHER~~UNREGISTERED ~~INFORMATION~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~ITEM~~Except 1.as ~~LEGAL~~set ~~PROCEEDINGS~~forth below, we have not sold any equity securities during the three months ended March 31, 2024 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.

~~EAWD~~On vsFebruary ~~Packard and~~13, ~~Co-Defendant~~2024, ~~Nick~~we ~~Norwood - Case~~sold ~~number~~700,000 ~~18-031011 CA-01 Miami-Dade County Circuit Court. The Company is demanding~~shares ~~the proof~~ of ~~payment~~common ~~for~~stock ~~shares~~to ~~issued~~a inthird ~~2008.~~party ~~The~~at ~~parties~~a ~~are~~per ~~currently~~share ~~scheduled~~price toof ~~participate in non-binding arbitration~~$0.021.

~~EAWD~~On vsMarch ~~Nerve~~7, ~~Smart Systems ApS (“Nerve”) Case number BS-15264/2022– The Court of Roskilde~~2024, ~~Denmark.~~we Onsold ~~April 2022~~1,041,667 ~~the Company filed a claim against Nerve demanding~~shares ~~the return~~ of ~~amounts~~common ~~paid~~stock byto ~~the Company for~~ a ~~Battery~~third ~~Energy~~party ~~Storage~~at ~~System that was never delivered by Nerve to the Company, and therefore Nerve did not meet the requirements and specifications of the contract with the Company. The Company is confident there will be~~ a ~~positive outcome.~~per ~~This~~share ~~matter~~price ~~is not expected to be resolved prior to 2024 due to the long waiting times~~ of ~~the Danish court System~~$0.024.

~~ITEM~~We ~~1A.~~did ~~RISK~~not ~~FACTORS~~repurchase any shares of our common stock during the three months ended March 31, 2024.

WeITEM ~~are~~3. aDEFAULTS ~~smaller~~UPON ~~reporting~~SENIOR ~~company and are not required to provide the information under this item~~SECURITIES.

~~ITEM 2~~None. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~The~~ITEM ~~Company~~4. ~~issued~~MINE ~~39,748,459~~SAFETY ~~common shares during the nine months ended September 30, 2023~~DISCLOSURES.

~~The~~Not sale and the issuance of the foregoing securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”). We made this determination based on the representations of each recipient, as applicable, which included, in pertinent part, that each such investor was either (a) an “accredited investor” within the meaning of Rule 501 of Regulation D or (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and upon such further representations from each investor that (i) such investor acquired the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) such investor agreed not to sell or otherwise transfer the purchased securities unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) such investor had knowledge and experience in financial and business matters such that he, she or it was capable of evaluating the merits and risks of an investment in us, (iv) such investor had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) such investor had no need for the liquidity in its investment in us and could afford the complete loss of such investment. ~~In addition, there was no general solicitation or advertising for such securities issued in reliance upon these exemptions.~~

~~The~~ITEM ~~proceeds~~5. ~~were~~OTHER ~~used to cover expenses of Company operations~~INFORMATION.

~~ITEM~~During the 3.quarter ~~DEFAULTS~~ended ~~UPON~~March ~~SENIOR~~31, ~~SECURITIES~~2024, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

~~None~~ITEM 6. EXHIBITS.

ITEM 4. MINE SAFETY DISCLOSURES

Exhibit No.		Description
3.1		Amended and Restated Articles of Energy and Water Development Corp. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 31, 2020)
3.2		Articles of Amendment to Amended and Restated Articles of Energy and Water Development Corp. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-8 filed on October 28, 2022)
3.3		Bylaws of Energy and Water Development Corp. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 7, 2015)
10.1		8% Convertible Redeemable Note issued by Energy and Water Development Corp. to Geebis Consulting, LLC on February 15, 2024 (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to Registration Statement on Form S-1/A filed on May 13, 2024)
10.2		Promissory Note issued by Energy and Water Development Corp. to 1800 Diagonal Lending LLC on March 6, 2024 (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to Registration Statement on Form S-1/A filed on May 13, 2024)
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~N/A~~______________

~~ITEM~~*Filed ~~5. OTHER INFORMATION~~herewith

~~N/A~~** Furnished herewith

2622

~~ITEM 6. EXHIBITS~~SIGNATURES

~~EXHIBIT~~Pursuant ~~INDEX~~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.

Incorporated by Reference

Filed or Furnished

Date: June 28, 2024

ENERGY AND WATER DEVELOPMENT CORP.

Exhibit #

Exhibit Description

Form

Date Filed

Exhibit #

Herewith

/s/ Irma Velazquez

31.1

Certification of Principal Executive Officer (Section 302)

Name: Irma Velazquez

31.2

Certification of Principal Financial Officer (Section 302)

Title: Chief Executive Officer

32.1

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

(Principal Executive Officer)

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

/s/ Amedeo Montonati

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Name: Amedeo Montonati

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Title: Chief Financial Officer

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

(Principal Financial and Accounting Officer)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2723

SIGNATURES

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

	Energy and Water Development Corp.
Date: January 12, 2024	By:	/s/ Irma Velazquez
		Irma Velazquez
		Chief Executive Officer (Principal Executive Officer)

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

Signature	Title	Date
/s/ Irma Velazquez	Chief Executive Officer, Director, and	January 12, 2024
Irma Velazquez	Vice-Chairperson of the Board (Principal Executive Officer)
/s/ Amedeo Montonati	Chief Financial Officer (Principal Financial Officer and	January 12, 2024
Amedeo Montonati	Principal Accounting Officer)

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