UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2022~~2023

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

For the transition period from ___________ to ___________

Commission file number: 333-147980

ORIGINCLEAR, INC.

(Exact name of registrant as specified in charter)

Nevada		26-0287664
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13575 58th Street North, Suite 200, Clearwater, FL 33760

(Address of principal executive offices) (Zip Code)

Registrant’s telephone Number: (727) 440-4603

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-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 has fifiled ~~led~~ a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $89,~~134~~485,~~211~~864 based upon the closing sales price of the registrant’s common stock on June 30, ~~2022~~2023 of $0.~~0134~~0073 per share.

At April 1417, ~~2023~~2024, 1,~~118~~517,~~939~~699,~~374~~125 shares of the registrant’s common stock, par value $0.0001 were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1710
Item 1B.	Unresolved Staff Comments	2518
Item 2.	Properties	2518
Item 3.	Legal Proceedings	2518
Item 4.	Mine Safety Disclosures	2518
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2619
Item 6.	Reserved	2619
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2619
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3023
Item 8.	Financial Statements and Supplementary Data	3023
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3023
Item 9A.	Controls and Procedures	3023
Item 9B.	Other Information	3124
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	3124
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3225
Item 11.	Executive Compensation	3528
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3629
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3730
Item 14.	Principal Accountant Fees and Services	3730
Item 15.	Exhibits, Financial Statement Schedules	3831
SIGNATURES		4133

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Form 10-K contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our:

	●	business strategy;

	●	financial strategy;

	●	intellectual property;

	●	production;

	●	future operating results; and

	●	plans, objectives, expectations and intentions contained in this report that are not historical.

All statements, other than statements of historical fact included in this report, regarding our strategy, intellectual property, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this report. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” as well as in this report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.

PART I

ITEM 1. BUSINESS.

Organizational History

OriginClear, Inc. (“we”, “us”, “our”, the “Company”, “OCLN” or “OriginClear”) was incorporated on June 1, 2007 under the laws of the State of Nevada. We have been engaged in business operations since June 2007. In 2015, we moved into the commercialization phase of our business plan having previously been primarily involved in research, development and licensing activities. Our principal offices are located at 13575 58th Street North, Suite 200, Clearwater, FL 33760. Our main telephone number is (727) 440-4603. Our website address is www.OriginClear.com. The information contained on, connected to or that can be accessed via our website is not part of this report.

Overview of Business

OriginClear iswas afounded ~~water~~as ~~technology company~~OriginOil® ~~which~~in ~~has~~2007 ~~developed~~and ~~in-depth~~began ~~capabilities~~trading on ~~over~~the ~~its~~OTC ~~14-year~~in ~~lifespan~~2008. ~~Those~~In ~~technology~~2015, ~~capabilities~~it ~~have~~was ~~now~~renamed ~~been~~as ~~organized~~OriginClear® ~~under the~~to ~~umbrella~~reflect ~~brand~~its ofnew ~~OriginClear~~mission ~~Tech~~to ~~Group™~~develop ~~(www.originclear.tech).~~breakthrough ~~OriginClear,~~businesses ~~under~~in the ~~brand~~industrial water ofsector. Today, OriginClear ~~Tech~~structures ~~Group~~itself as the Clean Water Innovation Hub™ (“~~OTG~~CWIB”), and intends to use its ~~designs,~~well-developed ~~engineers~~retail investor development capabilities to help bring potentially disruptive companies to market. For the foreseeable future, ~~manufactures~~however, ~~and~~OriginClear ~~distributes~~intends ~~water~~to ~~treatment~~devote ~~solutions~~its ~~for~~entire ~~commercial,~~capabilities ~~industrial~~to the success of its subsidiary, ~~and~~Water ~~municipal~~On ~~end~~Demand, ~~markets~~Inc. (WODI).

~~OriginClear’s~~In ~~assets~~2023, ~~subsidiaries~~OriginClear ~~and~~combined ~~product~~three ~~offerings~~of ~~consist~~its operating divisions into the single WODI subsidiary, in anticipation of a merger of such subsidiary with Fortune Rise Acquisition Corp (“FRLA”) a Special Purpose Acquisition Company. The definitive merger agreement between WODI and FRLA was announced on October 24, 2023: https://www.originclear.com/company-news/originclears-water-on-demand-and-fortune-rise-acquisition-corporation-announce-business-combination-to-create-nasdaq-listed-company.

●WODI is Acomposed ~~worldwide,~~of ~~exclusive~~three ~~master~~operating ~~license~~units, toModular ~~the~~Water ~~intellectual~~Systems ~~property~~(“MWS”), ofProgressive ~~Daniel~~Water M.Treatment ~~Early~~(“PWT”), ~~consisting of five patents~~ and Water ~~related~~on ~~intellectual~~Demand ~~property~~(“WOD”), ~~know-how~~the ~~and~~last ~~trade~~being ~~secrets~~a ~~(“Early~~development ~~IP”)~~stage business.

● ~~The~~PWT ~~brand,~~is ~~Modular~~responsible ~~Water~~for ~~Systems~~a ~~(MWS),~~significant ~~featuring~~percentage ~~products~~of ~~differentiated by~~ the ~~Early~~Company’s IPrevenue, ~~and~~specializing ~~complemented~~in ~~with~~engineered ~~additional~~water ~~knowhow~~treatment ~~and~~solutions ~~trade secrets. MWS is in commercial operation~~ and ~~operates~~custom astreatment ~~a division of the Company~~systems.

● ~~Progressive~~MWS ~~Water~~houses ~~Treatment~~a ~~Inc~~worldwide, exclusive master license to the intellectual property of Daniel M. Early, consisting of five patents and related intellectual property, know-how and trade secrets (“~~PWT~~Early IP”). isIn aApril ~~wholly-owned~~2023, ~~subsidiary~~OriginClear ~~based~~commissioned ina ~~Dallas,~~valuation ~~Texas,~~of ~~which~~the isEarly ~~responsible~~IP, ~~for~~which yielded a ~~significant~~nominal ~~percentage~~value ofbetween ~~the~~$26,637,185 ~~Company’s~~and ~~revenue~~$53,224,807. ~~specializing~~MWS infeatures ~~engineered~~products ~~water~~differentiated ~~treatment~~by ~~solutions~~the Early IP and ~~custom~~complemented ~~treatment~~with ~~systems~~additional knowhow and trade secrets.

● ~~OriginClear~~WOD ~~has~~is ~~incubated~~an aincubation ~~new~~of ~~outsourced~~the ~~water~~Company ~~treatment~~which ~~business called Water On Demand (“WOD”). The WOD model~~ intends to offer private businesses water self-sustainability as a service - the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate or (“DBOO”).

● On April 13, 2022, the Company’s Board of Directors approved the plan to spin off its WOD business into a newly formed wholly-owned subsidiary, Water On Demand Inc. (“WODI”), which will hold the assets, liabilities, intellectual property and business operations of the WOD business. WODI is designed to select projects, fully qualify them, provide financing for DBOO service contracts, and thereafter manage assets, contracts, clients, investors, strategic partners and vendors.

● On January 5, 2023, WODI signed a non-binding Letter of Intent with Fortune Rise Acquisition Corporation, a Delaware corporation (the “Fortune Rise”), under which Fortune Rise proposes to acquire all the outstanding securities of WODI, based on certain material financial and business terms and conditions being met.

Water Businesses

The Company develops and incubates businesses in its role as the Clean Water Innovation Hub™ (“CWIB”). The mission of CWIB in general, is to create valuable properties through an incubation process that results in the launching of valuable spinoffs that add value to the world’s water industry, among others.

Currently, OriginClear’s mission as the CWIB is the following:

1. Support the rollout of the WODI post-merger entity (by retaining name). OriginClear has proposed a post-merger management services contract with WODI, which over time will be phased out as WODI builds its own internal team and capabilities;

2. In particular, OriginClear is assisting WODI with its aggressive acquisitions plan, starting now and to be finalized post the SPAC merger (there is no assurance of success for the merger or for the planned acquisitions);

3. Initiate non-binding agreements for the acquisition of related businesses by WODI or the post-merger entity, which will depend on the outcome of the BCA process; and

4. For its own account, to accelerate new businesses that it may create (as it did with MWS in 2018 and with WOD in 2021), acquire (as it did with PWT in 2015) or partner with strategically. For this new phase, the Company may also engage in projects outside the water industry.

~~The~~On ~~first such spinoff was on~~ April 132, ~~2022,~~2024 ~~when~~OCLN ~~the~~announced ~~Company’s~~a ~~Board~~strategic ofpartnership ~~Directors~~with ~~approved~~entrepreneur ~~the~~Kevin ~~plan~~Harrington, toa ~~spin~~co-founding ~~off~~board ~~its~~member ~~WOD~~of ~~business~~the ~~into~~Entrepreneur’s ~~a newly formed wholly-owned subsidiary~~Organization, ~~Water~~to Onbring ~~Demand~~critical ~~Inc.,~~global ~~which~~attention ~~will~~to ~~hold~~OriginClear's ~~the~~crowdfunding ~~assets~~campaign, ~~liabilities,~~now ~~intellectual~~in ~~property~~a ~~and~~preview ~~business operations~~invitational ~~of the WOD business~~stage. https://www.originclear.com/company-news/original-shark-kevin-harrington-brings-his-star-power-to-originclear-crowdfunding-campaign.

~~CWIB’s ongoing~~Water ~~operations~~On ~~include:~~Demand

1The Company is developing an outsourced water treatment business called Water On Demand (“WOD”), which it conducts through its subsidiary, Water on Demand, Inc. ~~Building~~(“WODI”). The WOD model intends to offer private businesses water self-sustainability as a ~~network~~service, the ability to pay for water treatment and purification services on a per-gallon basis, with a percentage of ~~customer~~net profits paid to investors and stakeholders. This is commonly known as Design-~~facing~~Build-Own-Operate ~~water~~or ~~brands~~“DBOO”. The Company is currently evaluating pilot opportunities to ~~expand~~enable outsourced ~~global~~water ~~market~~treatment ~~presence~~as a managed service and ~~technical~~that ~~expertise.~~is ~~These~~paid ~~include~~by the ~~wholly~~gallon as an alternative to having to come up with significant up-~~owned~~front ~~subsidiary,~~capital ~~Progressive~~for ~~Water~~in-house ~~Treatment,~~wastewater ~~Inc~~treatment. Recently, the Company announced agreements with water services company Enviromaintenance and utility network software provider Klir, to help develop a WOD commercial pilot in the ~~Modular~~Mobile ~~Water~~Home ~~Systems~~Park ~~brand~~sector.

2WODI may build, maintain and service the water treatment systems it finances, but as these expand it intends to contract with regional water service companies to carry out these functions. ~~Managing~~On ~~relationships~~April 6, 2022, an agreement in principle was reached to work with ~~partners~~the ~~worldwide~~first ~~who~~of ~~are~~these ~~licensees~~intended contractors, Envirogen Technologies (www.envirogen.com), a 30-year international provider of environmental technology and ~~business~~process ~~partners~~solutions (www.originclear.com/company-news/originclear-and-envirogen-to-partner-on-water-on-demand). Future resources to build, maintain and service these financed systems may come from acquisitions; however, these are not actively being planned.

3.WODI ~~Developing~~delegates the ~~capability~~building and operating of ~~partners~~WOD-financed systems to regional ~~build~~water ~~systems~~companies ~~and~~under toperformance ~~deliver~~contract, ~~Operation~~with &the ~~Maintenance~~aim ~~(“O&M”)~~of ~~capability~~developing ata ~~scale,~~network of such partners. This is expected to ~~support~~enable rapid ~~Water~~scale-up Onof ~~Demand~~the ~~outsourced~~WOD ~~treatment~~program, and ~~purification~~the ~~programs~~partner network would create a high barrier to entry for competitors.

4.At ~~Continue~~the totime ~~study~~of this filing, the ~~streamlining~~WOD division of ~~water~~WODI ~~assets~~has no staff or independent resources. WODI’s PWT and ~~royalties~~MWS ~~through~~divisions have a total of 32 employees. The Board of Directors of OriginClear serves as the ~~blockchain~~Board for WODI, the CEO of OriginClear serves as ~~part~~CEO of WODI, and the ~~$H2O™~~CFO ~~concept~~of OriginClear also serves as CFO of WODI. AtUnder ~~this~~a ~~time~~management ~~there~~services isarrangement, noOCLN ~~plan~~provides toWODI ~~actively~~with ~~develop~~staffing aand ~~blockchain-based~~administrative ~~asset~~resources in return for the funding for WODI’s prospective merger with FRLA and the making of certain special distributions.

5On February 15, 2024, the Company and Fortune Rise Acquisition Corporation (Nasdaq: FRLA), a Special Purpose Acquisition Company (SPAC), announced the filing of a registration statement on Form S-4 with the SEC which includes a preliminary proxy statement and prospectus in connection with the proposed business combination with OCLN subsidiary Water On Demand (WODI), an investor-funded service offering decentralized water management solutions and technologies to businesses and communities, potentially without the burden of upfront capital expenditures. ~~Prepare~~WODI ~~properties~~is ~~for~~a ~~eventual~~subsidiary ~~spinoff~~of OriginClear, Inc. (OTC Other: OCLN). https://www.originclear.com/company-news/originclears-water-on-demand-and-fortune-rise-acquisition-corporation-seek-to-combine-under-form-s-4-registration-statement.

~~Milestones~~On March 26, 2024, the Company announced the signing of a Memorandum of Understanding (MOU) between Modular Water Systems (MWS) and Enviromaintenance of Georgetown, TX to collaborate on its planned Water On Demand pilot program focusing on mobile home parks (MHP) in the Greater Central Texas Region. https://www.originclear.com/company-news/originclears-modular-water-systems-and-enviromaintenance-partner-for-water-on-demand-pilot-program

On April 9, 2024, the Company announced the selection of Klir, Inc. (www.klir.com) to support its planned Water On Demand pilot program focusing on mobile home parks (MHP) in the Greater Central Texas Region. https://www.originclear.com/company-news/modular-water-systems-and-klir-partner-for-water-on-demand-pilot-program.

Progressive Water Treatment Inc.

~~On October 1, 2015, the Company completed the acquisition of Dallas-based~~ Progressive Water Treatment ~~Inc.~~ (“PWT”), is a Dallas-based designer, builder and service provider for a wide range of industrial water treatment applications. PWT, ~~together with MWS, other proprietary technologies and potential future acquisitions,~~ aims to offer a complementary, end-to-end offering to serve growing corporate demand for outsourced water treatment.

PWT designs and manufactures a complete line of water treatment systems for municipal, industrial and pure water applications. Its uniqueness is its ability to gain an in-depth understanding of customer’s ~~Business~~needs and then to design and build a turnkey water treatment system using multiple technologies to provide a complete solution for its customers.

Since 1995, PWT has been designing and manufacturing a complete line of water treatment systems for municipal, industrial and pure water applications. PWT designs and manufactures a complete line of water treatment systems for municipal, industrial and pure water applications. Its uniqueness is its ability to gain an in-depth understanding of customer’s needs and then to design and build an integrated water treatment system using multiple technologies to provide a complete solution for its customers.

PWT utilizes a wide range of technologies, including chemical injection, media filters, membrane, ion exchange and SCADA (supervisory control and data acquisition) technology in turnkey systems. PWT also offers a broad range of services including maintenance contracts, retrofits and replacement assistance. In addition, PWT rents equipment in contracts of varying duration. Customers are primarily served in the United States and Canada, with the company’s reach extending worldwide from Siberia to Argentina to the Middle East.

PWT Milestones

In the first quarter of 2019, the Company increased the number of the manufacturer’s representatives for its operating units, PWT and Modular Water Systems (“MWS”).

On Nov 7, 2019, the Company published a case study showing how its Modular Water System may help automotive dealerships expand into rural land. The case study shows how point-of-use treatment solves lack of access to the public sewer system.

On March 5, 2020, the Company announced disruptive pump and lift station pricing, stating that its prefabricated modules with a lifespan of up to 100 years now compete with precast concrete.

On April 15, 2021, the Company announced that its Progressive Water Treatment division is now shipping BroncBoost™, its workhorse Booster Pump Station equipment line. Engineered and built in Texas, BroncBoost allows customers to control water flow rates and pressure for mission critical water distribution systems.

On August 25, 2021, PWT entered into a Master Services Agreement (MSA) with a large US public utility company for water filtration systems that will provide process water at three power plants. The utility issued a purchase order for approximately $1.8 million, for the first power plant. The total purchase price payable to PWT under the MSA is approximately $5 million, subject to certain conditions, including receipt and acceptance by PWT of additional purchase orders. We expect the overall contract to take up to two years to deliver from the date of the MSA.

Modular Water Systems

OnModular ~~June~~Water ~~22,~~Systems ~~2018, OriginClear signed an exclusive worldwide licensing agreement with Daniel~~ (“~~Dan~~MWS”) ~~Early~~offers P.a E.unique ~~for~~product ~~his~~line ~~proprietary technology~~of ~~for~~ prefabricated water transport and treatment systems. OnDaniel ~~July 19, 2018, the Company began incubating its Modular Water Treatment~~“Dan” ~~Division (MWS) around Mr.~~ Early’s ~~technology and perspective customers~~P.E. ~~The~~(Professional ~~Company~~Engineer) ~~has~~heads ~~funded~~ the ~~development~~MWS ~~of this~~ division ~~with~~. ~~internal~~On ~~cash~~June ~~flow. In~~25, Q12018, ofDan ~~2020,~~Early granted the Company ~~fully~~a ~~integrated~~worldwide, ~~MWS~~exclusive ~~with wholly~~non-~~owned~~transferable license ~~Progressive~~to ~~Water~~the ~~Treatment~~technology ~~Inc.~~and ~~The~~knowhow ~~Company is~~behind ~~currently developing~~ MWS as(See a“Intellectual ~~discrete~~Property”). ~~line~~A often-year ~~business~~renewal ~~for~~on anMay ~~eventual~~20, ~~spinoff.~~2020 ~~Mr.~~added ~~Early~~the right ~~currently~~to ~~serves~~sublicense asand ~~Chief~~create ~~Engineer~~manufacturing ~~for~~joint ~~OriginClear~~ventures.

On July 19, 2018, the Company launched its Modular Water Treatment Division, offering a unique product line of prefabricated water transport and treatment systems. Daniel “Dan” Early P.E. (Professional Engineer) heads the Modular Water Systems (“MWS”) division. On June 25, 2018, Dan Early granted the Company a worldwide, exclusive non-transferable license to the technology and knowhow behind MWS (See “Intellectual Property”). A ten-year renewal on May 20, 2020 added the right to sublicense and create manufacturing joint ventures. On July 25, 2018, MWS received its first order, for a brewery wastewater treatment plant.

With PWT and other companies as fabricators and assemblers, MWS designs, manufactures and delivers prefabricated water transport (pump and lift stations) under the EveraMOD™ brand; and wastewater treatment plant (“WWTP”) products under the EveraSKID™ and EveraTREAT™ brands to customers and end-users which are required to clean their own wastewater, such as schools, small communities, institutional facilities, real estate developments, factories, and industrial parks.

On ~~September~~August 2812, ~~2021~~2022, the Company announced ~~that~~the ~~MWS~~inaugural ~~deployed~~delivery and installation of its ~~pilot~~pre-engineered ~~Pondster~~EveraBOX™ ~~brand~~to ~~modular~~implement ~~lagoon~~a ~~treatment~~low-risk Liquid Ammonium Sulfate (LAS) disinfectant system atfor aPennsylvania’s ~~Mobile Home~~Beaver ~~Park~~Falls Municipal Water Authority (~~MHP~~BFMA). orTypical ~~trailer~~of ~~park~~MWS products, inEveraBOX ~~Troy~~is manufactured using inexpensive, ~~Alabama~~long-lasting High-Density Polyethylene (HDPE) or Polypropylene (PP) materials. These are also classified as Structural Reinforced Thermoplastic Pipe (SRTP). These materials have proven to be less affected by supply chain issues currently impacting metal and fiberglass construction.

On ~~June~~January 1610, ~~2022~~2024, ~~the~~OCLN ~~Company~~and ~~announced~~Buda, ~~that~~Texas-based ~~MWS~~Plastic ~~received~~Welding ~~purchase~~and ~~orders~~Fabrication, ~~for~~Ltd. ~~approximately~~(PWF) ~~$1.5~~jointly ~~Million~~announced ina ~~May~~Memorandum of ~~2022.~~Understanding (MOU) ~~This~~for ~~compared~~a ~~to $1~~strategic partnership between OriginClear’s subsidiary,~~774,880~~ inWater ~~purchase~~On ~~orders~~Demand, ~~for~~Inc. ~~the~~(“WODI”), ~~entire~~and ~~year~~PWF. ~~2021~~https://www.originclear.com/company-news/originclears-water-on-demand-in-strategic-partnership-with-the-intent-to-acquire-manufacturer-for-its-proprietary-modular-products.

~~On July~~PWF ~~25,~~is ~~2022~~already ~~the~~a ~~Company~~key ~~announced~~fabricator ~~that~~of ~~decentralized water treatment~~highly durable, ~~long~~patent-based ~~pioneered~~enclosures byfor ~~OriginClear’s~~ Modular Water Systems™ (MWS), isthe ~~now~~technology ~~being~~division ~~mandated~~of byWODI ~~major~~that USdesigns ~~cities~~and develops highly scalable systems for self-contained water treatment and transportation. The MOU enhances the strategic relationship and enables MWS to ~~recycle~~build its complete water insystems ~~large~~right ~~new~~where ~~buildings~~the enclosures are manufactured, for maximum efficiency and speed.

~~On August 12~~Additionally, ~~2022~~ the ~~Company~~parties ~~announced~~signed ~~the~~a ~~inaugural delivery and installation~~ Letter of ~~its~~Intent ~~pre-engineered~~(LOI) ~~EveraBOX™~~which toprovides ~~implement~~ a ~~low-risk Liquid~~framework ~~Ammonium~~for ~~Sulfate~~negotiating ~~(LAS)~~a ~~disinfectant~~definitive ~~system~~agreement for ~~Pennsylvania’s~~WODI ~~Beaver~~to ~~Falls~~acquire ~~Municipal~~PWF ~~Water~~and, ~~Authority~~if ~~(BFMA).~~executed, ~~Typical~~would ~~of MWS~~establish ~~products,~~the ~~EveraBOX~~first ~~is manufactured using inexpensive, long~~in-~~lasting~~house ~~High-Density~~manufacturing ~~Polyethylene~~facility ~~(HDPE)~~for orWODI’s ~~Polypropylene~~Modular ~~(PP)~~Water ~~materials~~Systems division. ~~These materials~~The ~~have~~acquisition ~~proven~~is expected to be ~~less~~accretive. The ~~affected~~parties bycaution ~~supply~~that ~~chain~~talks ~~issues~~are ~~currently~~in ~~impacting~~an ~~metal~~early stage and ~~fiberglass~~may ~~construction~~not succeed.

On ~~April~~March 1426, ~~2023~~2024, ~~the~~OCLN ~~Company~~ announced the ~~transfer~~signing of ~~the~~a Memorandum of Understanding (MOU) between Modular Water Systems (MWS) ~~assets~~and Enviromaintenance of Georgetown, TX to ~~WODI~~collaborate on sales of standardized systems in the Greater Central Texas Region, ~~for~~from ~~which~~Waco ~~WODI~~to ~~issued~~San anAntonio. ~~aggregate~~Enviromaintenance (www.enviromaintenance.com) is a leading provider of 6large community scale-on-site wastewater treatment and disposal systems,~~000~~ with a significant market presence in the Mobile Home Park (MHP) industry in the greater Austin area. The company plans to recommend MWS’s fully integrated,~~000~~ modular ~~shares~~wastewater oftreatment systems to MHPs, thereby providing mobile home park owners an affordable, reliable and efficient way to treat ~~WODI~~their ~~common~~wastewater. ~~stock~~https://www.originclear.com/company-news/originclears-modular-water-systems-and-enviromaintenance-partner-for-water-on-demand-pilot-program.

Water on Demand™: a new strategic direction

OriginClear has developed a new outsourced water treatment business called “Water On Demand”: or “WOD” as a potential revenue source. The WOD model intends to offer private businesses the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate or “DBOO”. WOD is designed to select projects, fully qualify them, provide financing for Design-Build-Own-Operate service contracts, and thereafter manage assets, contracts, clients, investors, strategic partners and vendors.

On April 13, 2021, we announced formation of a wholly-owned subsidiary called Water On Demand #1, Inc. (“WOD #1”) to pursue capitalization of the equipment required. The WOD Subsidiaries, Water On Demand #2, Inc. (“WOD #2”), Water On Demand #3, Inc. (“WOD #3”), Water On Demand #4, Inc. (“WOD #4”) were separately created to permit optional segmenting of capital pools according to strategic partnerships. The Company is now simplifying this structure by placing all funds in WOD #1 and tracking the partnerships within that company. As they are subject to a security guaranty by the Company, the WOD Subsidiaries, and the capital raised for them through the Company’s Series Y offering, shall continue to be held by the Company and made available for use by WODI, to be deployed, subject to a planned management contract.

On April 13, 2022, the Company’s Board of Directors approved the plan to spin off its WOD business into a newly formed wholly-owned subsidiary, Water On Demand Inc., (“WODI”), as a result, WODI holds all of the assets, liabilities, intellectual property and business operations of the Water On Demand business. In connection with the spin off, the Company stipulated that it would exclude the WOD Subsidiaries, and the capital raised, and to be raised in the future with respect to those entities through the sale of its Series Y offering, from the assignment of assets and will make the capital available as part of a planned management contract. WODI is conducting an offering under Regulation A by which WODI is raising capital to direct toward WOD projects.

To enable rapid scaling, WODI does not itself intend to build, maintain or service the water treatment systems it finances, but instead contract with regional water service companies to carry out these functions. On April 6, 2022, an agreement in principle was reached to work with the first of these intended contractors, Envirogen Technologies (www.envirogen.com), a 30-year international provider of environmental technology and process solutions (www.originclear.com/company-news/originclear-and-envirogen-to-partner-on-water-on-demand). Future resources to build, maintain and service these financed systems may come from acquisitions; however, these are not actively being planned.

Delegating the building and operating of WOD-financed systems to regional water companies under performance contract, with the aim of developing a network of such partners, is expected to enable rapid scale-up of the WOD program, and the partner network would create a high barrier to entry for competitors.

At the time of this filing, WODI has no staff or independent resources. The Board of Directors of OriginClear serves as the Board for WODI, the CEO of OriginClear serves as CEO of WODI., and the CFO of OriginClear also serves as CFO of WODI. Under a prospective management services contract, OCLN is providing all staffing and administrative resources, as well as access to the funds it has raised for WOD investments.

The Decentralization Megatrend

According to a 2021 report by McKinsey & Co., US water infrastructure: Making funding count (https://www.mckinsey.com/industries/electric-power-and-natural-gas/our-insights/us-water-infrastructure-making-funding-count):

“The need for investment in the US water system is at an unprecedented level. On average, 14 to 18 percent of total daily treated potable water in the United States is lost through leaks, with some water systems reporting water-loss rates exceeding 60 percent. Much of the nation’s water and wastewater infrastructure was built in the 1970s and 1980s. Since then, the share of federal capital investment has declined, putting the majority of capital-funding responsibility on state and local governments, which are increasingly juggling funding priorities.”

“According to the American Water Works Association’s State of the water industry report, 31 percent of utilities surveyed in 2019 expressed doubt in their ability to cover the full cost of providing services, a figure that rose to 42 percent during the 2020 COVID-19 lockdown.

“Simply raising rates is not a practical solution because water bills are already too high for many US households. Even before the COVID-19 pandemic, 20.0 percent of US households in 2019 were paying more than 4.5 percent of their household income on water bills—a level that is considered unaffordable. This figure rose to 24 percent in the first seven months of 2021 (Exhibit 3).

Figure 1: Water rates rise but utilities remain underfunded.

As municipalities continue to be underfunded with rising water rates (Figure 1), businesses are increasingly choosing to treat and purify their own water, in a trend known as Decentralized Water, first described in the Lux Research presentation of June 28, 2016. (https://members.luxresearchinc.com/research/report/20060).

According to the Lux Research data, the unmet infrastructure needs of America’s 150,000+ water systems will exceed $100 billion per year by 2025. And the recent Infrastructure Investment and Jobs Act only provided one-time funding of $55 billion, which is less than one year’s deficit.

It is this underfunding that is creating the water quality problems we are seeing in places like Flint, Michigan and Jackson, Mississippi.

It is not realistic to expect this underfunding of central water to be resolved anytime soon. The alternative is to simply reduce the load on these central systems. Since industry and agriculture together account for 89% of all water demand in the United States (https://ourworldindata.org/water-use-stress), we can enable commercial users to purify their own wastewater, thereby enabling water districts to focus on serving residential users – achieving a major social justice victory by simply unburdening the central facilities.

Self-treatment is a win-win, too – because businesses can do better by treating their own water; for instance, implementing recycling of the water they pay for, and controlling their own costs.

But to make such a decentralization program work, capital is needed. Most businesses simply do not have it in their capital plan to treat their own water. Now, with Water On Demand, they can forget about investing in capital and expertise: they can simply continue to pay on the meter as they always have, but to a micro-utility that sits on their own premises.

Reducing Risk through Outsourcing

Inflation of water rates greatly exceeds core inflation, creating a risk for managers of businesses served by municipalities. We believe this creates an incentive for self-treatment; but these businesses may lack the capital for

large water plant expenditures, and the in-house expertise to manage them. Outsourcing through Water on Demand means that these companies do not have to worry about financing or managing the project.

As an example, in information technology sector, few companies operate their own server in-house powering their website. Rather, such servers are typically managed by professionals through a service level agreement. We believe this same concept can be applied towards water treatment, using outsourced water treatment solutions whereby the vendor retains ownership of the equipment. This concept is expanded to “Own and Operate”, an extension of the basic “Design and Build”, for a full offering known as “Design Build Own and Operate” or “DBOO”, which is very similar to the solar energy programs known as Power Purchase Agreements (PPAs).

Under such a plan, a business can outsource its wastewater treatment and avoid significant capital expenses and management responsibilities which can be a distraction from their core business.

We believe this is financially and operationally attractive to industrial, agricultural and commercial water users and can potentially drive additional revenue streams for WODI by providing water treatment as a service.

Technology specifically developed for decentralization.

In 2018, OriginClear launched its Modular Water Systems (MWS) division (www.modularwater.com), headed by Daniel M. Early, P.E., a pioneer of on-site or decentralized water treatment in this country. Supported by its proprietary technology, this division already serves businesses doing their own water treatment. These modular systems can be easily put to work for pre-funded, pay-per-gallon applications, potentially creating a barrier to entry for other companies wanting to do the same.

Also, the portable nature of some of these prefabricated, drop-in-place Modular Water Systems may provide a competitive benefit for a pure service model where the equipment remains the property of the Company, because their mobility enables some degree of repossession in the event the client fails to pay their monthly bill. We believe this is a key competitive advantage.

Finally, we may license MWS technology to Water On Demand and other operating partners under contract to design, build and operate systems, thus achieving both acceptance of such technology and a standardized “fleet” of installed systems.

Implementation of Water On Demand

On March 17, 2021, OriginClear incorporated Water On Demand #1 Inc. (“WOD#1”) in Nevada as a wholly owned subsidiary to operate and manage our Water on Demand business.

In November 2021, the Company created additional Water on Demand subsidiaries – Water on Demand # 2, Inc. (WOD # 2), Water on Demand # 3, Inc. (WOD # 3) and Water on Demand # 4, Inc. (WOD # 4) which were each separately created to permit optional segmenting of capital pools according to strategic partnerships. The Company simplified this structure by placing all funds in WOD #1 and tracks the partnerships within that company. As they are subject to a security guaranty by the Company, the WOD Subsidiaries, and the capital raised for them through the sale of the Company’s Series Y offering, shall continue to be held by the Company. This capital will be made available to WODI to be deployed, subject to a planned management contract.

On April 6, 2022, the Company agreed in principle to an arrangement with Houston-based, international water service company Envirogen Technologies for certain operations and maintenance (O&M) functions, the first of a potential series of such partnerships, intended to enable Water On Demand to focus on finance and asset management while the water industry benefits from a steady stream of pre-capitalized projects.

(https://www.originclear.com/company-news/originclear-and-envirogen-to-partner-on-water-on-demand)

On April 13, 2022, the Company announced the formation of Water On Demand, Inc. (“WODI”) as a wholly owned subsidiary which will hold the assets, liabilities, intellectual property and business operations of the Water On Demand business. Water On Demand is designed to offer clean water systems to businesses and communities as a managed service without any capital requirement.

On June 29, 2022, WODI announced the launch of its $300 Million offering (the “Reg D Offering”). The offering of the securities is made pursuant to an exemption from registration under Rule 506(c) of Regulation D, to accredited investors only.

The Company requires funding in order to execute on its Water on Demand initiative. As of the period ended December 31, 2022, the Company received aggregate funding in the amount of $5,067,777 through the sale of its Series Y Preferred Stock dedicated to the Water on Demand program. (see Notes to Financial Statements- Sale of Preferred Stock).

On February 17, 2023, the Securities and Exchange Commission qualified the Offering Circular for the offering of securities by WODI pursuant to Regulation A offering (“Reg A Offering”). The Reg A Offering is intended to accumulate capital for WODI to direct toward WOD projects. The purpose of this Offering is to create an independent funding base for WODI and to enable the Company to provide financing for Design Build Own and Operate lifecycle projects internally without requiring direct financial support by OCLN. OCLN will continue to provide shared administrative services. The Reg A Offering is administered by New York-based Castle Placement (“Castle”) as the placement agent.

On March 9, 2023, the Company announced that it launched a limited preview Reg A Offering for WODI, administered by Castle. This preview will end on April 30, 2023.

In connection with the Reg A Offering, the Company decided to limit the Reg D Offering to $20 million.

The Company is now actively evaluating potential clients for a test of water treatment and purification services on a pay-per-gallon basis, but a first agreement has not been reached. Also, the Company, as represented by OCLN, is in early stage talks with partners to deliver DBOO services, with the Company providing financing and contract management services. In the event such talks do not succeed, the Company, represented under contract by OCLN, would need to implement its own resources for such DBOO services.

In order to enable WODI to implement its own such resources, on April 14, 2023, the Company sold all of the assets associated with the MWS business to WODI in exchange for 6,000,000 shares of WODI common stock.

Advisory Support for OriginClear

In September, 2020, OriginClear announced that Philanthroinvestors had entered a strategic agreement with OriginClear and had listed the Company on its new Water Philanthroinvestors program. At the same time, OriginClear appointed Philanthroinvestors Founder, Ivan Anz and CEO, Arte Maren to OriginClear’s Board of Advisors.

$H2O™

On May 10, 2021, OriginClear filed a patent application for its “System And Method For Water Treatment Incentive”, which includes blockchain technology and non-fungible tokens (“NFT(s)”) to simplify the distribution of payments on outsourced water treatment and purification services billed on a pay-per-gallon basis ahead of inflation, or Water On Demand.

On May 16, 2021, the Company applied for a registered trademark for the mark $H2O (also referred to as H2O) as the blockchain system representing this activity. The current filing basis is “Intent-to-use basis” (under Trademark Act Section 1(b)).

On June 10, 2021, the Company named Ricardo Fabiani Garcia, an OriginClear investor and veteran technologist, to the Company’s Board of Advisors. Mr. Garcia will advise the management team as it sets up the roadmap and chooses the resources for the $H2O project.

There is no active development effort for $H2O. Depending on the final form that $H2O takes, we may encounter regulatory concerns that we cannot guarantee we will overcome. In that event, we would fall back on ordinary financial payment systems. Neither our Water on Demand or other current business models rely on any blockchain system for operation, and we can accomplish our operational goals using ordinary financial and currency channels. The Company does not intend to incorporate a blockchain system in any registered offering.

Potential Acquisitions and Incubations

The Company, in its role as the CWIB, seeks to incubate or acquire businesses that help industrial water users achieve water self-sustainability. We believe that assembling a group of such water treatment and water management businesses is potentially an opportunity for spinoffs and increased Company value for the stockholders.

We are particularly interested in companies which successfully execute on Design-Build-Own-Operate or DBOO. These companies are growing fast, because tougher regulations, water scarcities and general outsourcing trends are driving industrial and agricultural water treatment users to delegate their water problem to service providers. As Global Water Intelligence pointed out in their report on October 30, 2015, “Water is often perceived as a secondary importance, with end-users increasingly wanting to focus solely on their own core business. This is driving a move away from internal water personnel towards external service experts to take control of water aspects.” External service experts are typically small–privately owned and locally operated. Creating a network of such providers could lead to enormous economies of scale through sharing of best practices, technologies, and customers and could represent a major barrier to entry for Water On Demand’s competitors.

The Company cautions that suitable acquisition candidates may not be identified and even if identified, the Company may not have adequate capital to complete the acquisition and/or definitive agreement may not be reached. Internally-incubated businesses, similarly, may not become commercial successes

Patents and Intellectual Property

On June 25, 2018, Dan Early granted the Company a worldwide, exclusive non-transferable license to intellectual property consisting of five issued US patents, and design software, CAD, marketing, design and specification documents (“Early IP”).

On May 20, 2020, we agreed on a renewal of the license for an additional ten years, with three-year extensions. We also gained the right to sublicense, and, with approval, to create ISO-compliant manufacturing joint ventures.

The license to the Early IP was included as part of the sale of the MWS assets to WODI on April 14, 2023.

The Early IP consists of combined protection on the materials and configurations of complete packaged water treatment systems, built into containers. The patents consist of the following:

#	Description	Patent No.	Date Patent Issued	Expiration Date
1	Wastewater System & Method	US 8,372,274 B2 Applications: WIPO, Mexico	02/12/13	07/16/31
2	Steel Reinforced HDPE Rainwater Harvesting	US 8,561,633 B2	10/22/13	05/16/32
3	Wastewater Treatment System CIP	US 8,871,089 B2	10/28/14	05/07/32
4	Scum Removal System for Liquids	US 9,205,353 B2	12/08/15	02/19/34
5	Portable, Steel Reinforced HDPE Pump Station CIP	US 9,217,244 B2	12/22/15	10/20/31

On May 10, 2021, OriginClear announced that it had filed a patent application titled “System And Method For Water Treatment Incentive”, for using blockchain technology and non-fungible tokens (NFT) to simplify the distribution of payments on outsourced water treatment and purification services billed on a pay-per-gallon basis ahead of inflation.

With the rising need for local, point-of-use or point-of-discharge water treatment solutions, the Modular Water Systems licensed IP family is the core to a portable, integrated, transportable, plug-and-play system that, unlike other packaged solutions, can be manufactured in series, have a longer life and are more respectful of the environment.

The common feature of this IP family is the use of a construction material (Structural Reinforced ThermoPlastic), for the containers that is:

	●	more durable: an estimated 75 to 100-year life cycle as opposed to a few decades for metal, or 40 to 50 years maximum for concrete;

	●	easier to manufacture: vessels manufacturing process can be automated; and

	●	recyclable and can be made out of biomaterials

In addition, Patent ~~patents~~No. US 8,372,274 ~~and~~relates ~~US 8,871,089 (1 and 3) relate~~ to the use of vessels or containers made out of this material combined with a configuration of functional modules, or process, for general water treatment.

Patent Nos. 8,561,633 and 8,871,089 are currently expired, however the Company believes these may be reinstated. Patent No. 8,561,633 is a stormwater filtration patent that does not pertain to the MWS business model. Patent No. 8,871,089 is a Continuation-in-Part (CIP) on the original Patent No. 8,372,274. This original patent and Patent No. 9,217,244 are the basis for the current MWS business and therefore the status of the CIP is not considered material.

Other subsequent patents, which build upon the original claims, focus on more targeted applications. These patents outline a given combination of modules engineered inside the vessel to address a specific water treatment challenge.

Expansion of the PWT and MWS Business-Lines

In April 2019, we completed the expansion of our manufacturer’s representative network to serve both PWT and MWS for customer lead generation.

Beginning with its first installation, PWT built MWS components. The Company is currently developing MWS as a discrete line of business for an eventual spinoff, and MWS systems are built and assembled by a network of fabrication partners. In addition, the Company is developing the EveraMOD Pump Station product line as a standalone business.

PRODUCTS, TECHNOLOGY AND SERVICES

The Company deploys advanced technologies at the point of use, with modular, prefabricated systems that create durable assets and water independence for industry, commerce and agriculture.

Failing infrastructure and the rising cost of water are driving businesses to treat their own water. The Company provides on-premise systems enabling very high purification and recycling levels that centralized systems cannot achieve. Systems installed at the point of use become productive assets for businesses that also increase property values. Furthermore, the Company’s products help corporations improve their environmental, social and governance (ESG) standings with water management services.

~~Operations~~The Company &deploys ~~Markets~~advanced technologies at the point of use, with modular, prefabricated systems that create durable assets and water independence for industry, commerce and agriculture.

The Company focuses on meeting the needs of businesses looking for compact, advanced water treatment technologies that can be shipped to and installed at the point of use. The Company manufactures and distributes its professional-grade water treatment and conveyance products to commercial and industrial customers, fielding both direct and indirect sales channels to reach end-market clients such as hotels and resorts, real estate housing developments, office buildings, military installations, schools, farms, food and beverage manufacturers, industrial warehouse, oil and gas producers, and medical and pharmaceutical facilities.

From its Texas-based factory, the Company designs and prefabricates an entire line of plug-n-play containerized units called Modular Water Systems that enable water purification, recycling and wastewater management.

These onsite modular products provide clients with water independence through ownership and operational control over water quality, enabling them to increase productivity while reducing environmental, health and safety risks from pollution, contamination and corrosion. Modular water products are trusted to balance performance with cost-effectiveness, enabling business users to go well beyond municipal standards for water quality, therefore achieving high levels of satisfaction for their own customers, and improved sustainability for their properties.

The Company’s water treatment equipment can boost real estate asset value as a fundamental capital improvement, combined with long-lasting water savings for the corporate bottom line.

Product Portfolio

The Company groups its products into three main categories which fall under its separate business divisions:

●

Water Treatment: achieving high grade purification;

● Water Conveyance: water transportation and pumping; ~~and~~

● Advanced Technologies: commercialization of innovative technologies.; and

●

Pay as you go financing for water treatment.

The Company’s complete line of compact, on-site, point-of-use products include: advanced purification systems that are skid, rack-mounted and containerized for reverse osmosis, ultrafiltration, media filtration, disinfection, water softening, ion exchange and electrodeionization (EDI), combined as needed in small to medium commercial and industrial applications, and custom-build projects. Water conveyance products include pump and lifting stations, modular storage tanks, and control monitoring panels.

The Company’s line of modular water products and systems create “instant infrastructure” – fully engineered, prefabricated and prepackaged systems that use durable, sophisticated materials. The units are available in standard capacities for onsite closed-loop systems at commercial business locations.

The Company’s rugged wastewater treatment plants, highly reliable pump stations, and premium water purification units typically offer 25 percent lower initial costs over conventional systems, with greater quality and full connectivity. These pump stations and wastewater treatment products utilize high density thermo-plastics (HDPE) and proprietary, innovative prefabrication methods and materials that deliver the longest life and strongest products.

Original Technologies

Electro Water Separation™ (“EWS”) and Advanced Oxidation™ (“AOx”) were the Company’s original, filterless water treatment technologies, which originated in the Company’s invention of an algae dewatering process before its transition into the water industry.

EWS is OriginClear’s breakthrough water cleanup technology which utilizes a catalytic process to concentrate and eliminate suspended solids in the worst commercial and industrial wastewater.

AOx is OriginClear’s advanced oxidation technology which generates a dense cloud of ozone, hydrogen peroxide and hydroxyl radicals, dramatically reducing or eliminating dissolved organic microtoxins, including bacteria and viruses, hormones, drugs, pesticides such as Roundup, and synthetics. AOx has also been shown to effectively reduce harmful chemicals such as ammonia and hydrogen sulfide – the “rotten egg” smell in crude oil that reduces its value.

At this time, the Company is strictly marketing the EWS/AOx technology in the context of turnkey integrators such as India’s Permionics and Spain’s Depuporc. (Depuporc permanently terminated its operations in 2021 due to COVID-19 business disruptions and no future business is expected). In addition, US-based Algeternal is our partner for the original algae-harvesting applications of this technology, and reportedly continues to use Company equipment for this purpose. The Company does not maintain an internal technical staff to manage this technology or its implementation and has no plans to do so.

Market Opportunity

On a global basis, only twenty percent (20%) of all sewage and thirty percent (30%) of all industrial waste water are treated or recycled. Water leakage results in the loss of thirty-five percent (35%) of all clean water across the planet. Cutting that number in half would provide clean water for 100 million people. This is a situation of great danger, but also great potential.

We believe businesses can no longer rely on giant, centralized water utilities to meet the challenge. That is why more and more business users are doing their own water treatment and recycling. Whether by choice or necessity, those businesses that invest in onsite water systems gain a tangible asset on their business and real estate and can enjoy better water quality at a lower cost, especially if treated water is recycled.

We believe self-reliant businesses are quietly building “decentralized water wealth” for themselves while also helping their communities. Environmental, social and governance (ESG) investing guidelines, which drive about a quarter of all professionally managed assets around the world, specifically include the key factor of how well corporations manage water.

As civil infrastructure ages and fails and as the costs for new and replacement infrastructure increase year over year, we believe engineers and end-users will search for new ways and methods of deploying water and wastewater systems that are less expensive to deliver and much less expensive to own and operate with the mission intent of substantially increasing the replacement intervals currently experienced by conventional materials of construction and conventional product delivery models.

11Operations & Markets

~~Integration~~The Company focuses on meeting the needs of ~~Operating~~businesses ~~Divisions~~looking for compact, advanced water treatment technologies that can be shipped to and installed at the point of use. The Company manufactures and distributes its professional-grade water treatment and conveyance products to commercial and industrial customers, fielding both direct and indirect sales channels to reach end-market clients such as hotels and resorts, real estate housing developments, office buildings, military installations, schools, farms, food and beverage manufacturers, industrial warehouse, oil and gas producers, and medical and pharmaceutical facilities.

~~Since being acquired by OriginClear~~The ~~in 2015, Progressive Water Treatment, Inc. has evolved into the~~ Company’s ~~fabrication~~designs and ~~manufacturing~~prefabricates ~~division~~an ~~for~~entire ~~all~~ line of ~~the~~turnkey ~~Company’s~~containerized ~~endeavors.~~units ~~The~~under ~~team~~the at Modular Water Systems,™ ~~headed by OriginClear Chief Engineer Daniel M. Early~~brand, isthat ~~responsible~~enable ~~for~~water ~~design~~conveyance, ~~and high-level engineering~~purification, recycling and iswastewater ~~fully~~management. ~~integrated~~The ~~with~~units ~~PWT~~are ~~for~~assembled ~~the~~at ~~fabrication~~contract ~~and~~locations, ~~manufacturing~~typically ~~division~~where ~~to add incremental~~the ~~revenue~~high ~~for~~density ~~its~~polyurethane ~~modular~~(HDPE) ~~product~~casings ~~line,~~are ~~without requiring large increases in personnel~~molded.

~~Supplier~~These onsite ~~Relationship~~ modular products provide clients with water independence through ownership and operational control over water quality, enabling them to increase productivity while reducing environmental, health and safety risks from pollution, contamination and corrosion. A similar benefit is achieved with the Company's pump station products.

~~PWT~~Modular water ~~has~~products ~~been~~are ~~purchasing~~trusted ~~equipment~~to balance performance with cost-effectiveness, enabling business users to go well beyond municipal standards ~~from~~for ~~its~~water ~~many~~quality, ~~suppliers~~therefore achieving high levels of satisfaction for ~~over~~their ~~twenty~~own ~~years~~customers, ~~with~~and ~~potential~~improved ~~long-term~~sustainability ~~benefits~~for ~~from~~their ~~the relationships~~properties.

~~MWS is positioned to take~~The ~~advantage of PWT~~Company’s ~~supplier~~water ~~relationships,~~treatment ~~but~~equipment ~~certain~~can ~~components~~boost ~~are~~real ~~unique~~estate toasset ~~MWS’s~~value ~~product~~as ~~line.~~a Infundamental ~~particular~~capital improvement, ~~SRTP~~combined ~~pipe~~with long-lasting iswater ~~unique,~~savings for ~~which~~ the ~~Company~~corporate ~~has~~bottom ~~four manufacturers, with the preferred SRTP supplier being approximately 40 miles south of PWT’s facility~~line.

~~Water On Demand~~5

In addition to our MWS and PWT lines of business, we also plan to expand our planned water outsourcing program known as “Design Build Own and Operate” or “DBOO” through the launch of our Water on Demand business, which will largely be financed through our subsidiary, Water on Demand, Inc.. Typically, DBOO has been done for very large municipal and national projects. If we are successful in raising the necessary capital, we plan to deliver DBOO for smaller systems in the $250,000-$2,000,000 hardware range (treating between 5,000 and 100,000 gallons per day). With a growing number of local businesses doing their own water treatment, we see this as a promising and underserved market.Customers

CUSTOMERS AND MARKETS

Current water and wastewater treatment infrastructure faces a crisis. The prohibitive cost of repairing buried and aging infrastructure and the need to decrease energy use and waste in the water industry offers an opportunity for a complete design rethink. New technologies, often utilizing membranes, can decentralize water and wastewater infrastructure while improving water reuse by treating to a high standard at a small scale close to the source of generation. Additionally, new automated analytics offer solutions for these more complex decentralized solutions. (Lux Research: The Future of Decentralized Water, June 28, 2016). PWT has designed and fabricated water treatment systems for over twenty years. Major markets include:

	●	Potable Water for Small Communities

	●	Recirculated and Makeup Boiler and Cooling Tower Water

	●	Produced Water & Frac Flowback Water

	●	Food and Beverage Feed and Effluent Waters

	●	Mining Effluent

	●	Ground Water Recovery

	●	Agriculture Effluent

	●	Environmental Water Treatment for Reuse

Describing the water and wastewater treatment market as a pyramid, we put the major cities at the top of the pyramid, medium size cities in the middle and smaller towns, counties, cities, townships, state agencies, federal agencies, private individuals, commercial entities, industrial facilities, agriculture facilities at the base of the pyramid.

We believe there are more opportunities at the base of the pyramid where the market opportunities are decentralized. Focusing on this market also helps us avoid the very competitive, low-profit and slow-growing market in the big city municipalities.

“The decentralized packaged/containerized water and wastewater treatment systems market, covering end users segments such as municipal, industrial, and commercial. The study forecasts the global market revenue to increase from $3.99 billion in 2016 to $6.08 billion in 2023, growing at a compound annual growth rate (CAGR) of 6.2%”.1

This is the market for MWS-engineered products and infrastructure solutions. As civil infrastructure ages and fails and as the costs for new and replacement infrastructure increase year over year, we believe engineers and end-users will search for new ways and methods of deploying water and wastewater systems that are less expensive to deliver and much less expensive to own and operate with the mission intent of substantially increasing the replacement intervals currently experienced by conventional materials of construction and conventional product delivery models.

Sales and Marketing

PWT’s sales strategy differs from MWS’s efforts. PWT sales are dependent upon relationships with past end-use customers and certain manufacturers’ representatives who have relationships with their regional end use customers. MWS’s sales strategy is based on developing relationships with consulting engineers and general contractors as opposed to end-use customers.

As MWS sales strategies develop, PWT believes it will gain recognition with various consulting engineers and general contractors. PWT and MWS are currently developing a stronger national representatives network to take advantage of the relationship the sales representatives have gained with engineers, contractors and end use customers.

PWT and MWS have substantial experience in the water & wastewater market and as well as: conventional technologies and their limitations, new technologies, the size and demand of the market and how products are specified and implemented. They also have a strong customer focus throughout the organization to discover and diagnose the customer needs, design and deliver comprehensive solutions.

We believe the keys to capitalizing on the market are visibility, relationships, market understanding, and direct access to the opportunities. Strong marketing programs are also essential, and include: websites with solutions & credibility, sales support tools like literature& webinars and trade show presence.

Water industry projects move slowly. Most product lines for each of PWT and MWS are considered “pipeline” products and have a gestational period of 6 months to 3 years. We believe the best strategy to increase the pipeline of opportunities is to have more sales reps with relationships with engineers, contractors and end users.

Competition

PWT shares the market with a large number of suppliers which also provide system integration using multiple technologies. These include California’s PureAqua, Florida’s Harn RO, and Illinois’ Membrane Specialists. We believe PWT’s market share differs from those competitors in areas such as regional focus, customer loyalty, market focus, limited sales representation and other. For instance, 80%+ of PureAqua’s business in the Middle East, Harn RO focuses on drinking water systems for medium to large cities in the SE, Membrane Specialist focuses on tubular membranes and many more examples.

The Company is not aware of any direct competitors to MWS that are building complete water, wastewater treatment systems, and pump stations utilizing SRTP type materials. There are several manufacturers which build metal prepackaged systems, such as Georgia’s AdEdge; however, such companies do not offer the range of hybrid treatment processes available through MWS. The major indirect competition continues to be custom designed and on-site constructed concrete & steel systems. Some fiberglass is used but is very difficult to detail, is brittle and again, has a limited life compared to SRTP systems.

While manufacturers of SRTP pipe could be competitors, none of MWS’s suppliers, other than Contech, for a short period of time, has sold, or intends to sell, comparable systems to MWS’s. Their focus is simply to sell miles of pipe.

1 Global Decentralized Packaged/Containerized Water and Wastewater Treatment Systems Market, Forecast to 2023, https://www.reportbuyer.com/product/4948731/global-decentralized-packaged-containerized-water-and-wastewater-treatment-systems-market-forecast-to-2023.html.

Growth Opportunities

National Sales Rep Network

In the first quarter of 2019, the Company worked to help PWT and MWS identify seasoned sales representatives across the country through recommendations from those with deep industry knowledge. Those particular representatives were contacted and meetings set to discuss the mutual opportunity. On February 5, 2019, the Company reported on initial positive results.

By early June of 2019, seven additional organizations had signed agreements. These additional organizations cover twenty-two additional states with about thirty new representatives. Training has been completed and new potential projects have been presented to PWT and MWS.

Additional sales managers, engineers and project managers will be needed for both PWT and MWS with additional production facilities necessary for PWT. The process of hiring additional personnel and obtaining additional facilities is underway.

Domestic versus International

The market opportunity for each of WOD, PWT and MWS is not limited to the United States. The US only represents 5% of the world’s population. In addition, a great deal of that population resides in undeveloped regions or regions with poor treatment systems. We believe implementing ~~MWS’s~~the ~~and PWT~~Company’s decentralized technology and products throughout the world with joint ventures has the potential to have a significant effect on our revenue growth.

Standardization

MWS is developing standardized designs and commoditized product engineering (eliminating the custom consulting engineering work reduces overall project costs), the goal being to design a single product once and use said design as a blueprint for future products. Our goal is to continue driving the standardization and completion of each product’s engineer technical package, using computer design algorithms and standard design approaches, so that engineering costs may potentially decrease to less than 1% for each unit sold, with a long-term goal of less than 0.1%.

Sharing Technology & Projects

PWT’s systems remove suspended solids, oils, metals, and dissolved chemicals & salts. MWS’s focus is on the removal of organic contaminants. It is not uncommon for a waste stream of water to be contaminated with both inorganics and organics, for example, many current animal farms with large amounts of waste effluent that currently is pumped to lagoons that are no longer meeting environmental standards. In the alternative, the water can be treated in-line with MWS products to remove the organics, then PWT’s systems used to remove dissolved inorganics to create water suitable for irrigation or drinking water for the animals. In addition, OriginClear’s proprietary technologies have been shown to successfully treat problems such as animal farm effluents.

By combining these technologies, the offering to customers becomes stronger and more effective. And both companies benefit from a new opportunity.

More Specific Opportunities for PWT

We are interested in exploring the following opportunities, but we have no timeline for their implementation:

● Build and promote a fleet of rental treatment systems mounted on trailers or containers. It is very common for a rental to be purchased outright. As a result, PWT’s rental fleet must be continuously replenished. ● Develop a standard digital product line through 3-D CAD programs and market it as virtual inventory, with components on hand and engineering already done. ● Expand production capabilities with new equipment that would lower the labor cost of production. For instance, acquire tooling that would minimize the hand tool labor. ● Develop more services business such as membrane cleaning or resin regeneration.

More Specific Opportunities for MWS

MWS has developed a grey/black water treatment system for forward operating basis called Expeditionary Wastewater Recycling Systems (EWRS): Patent pending, US Army Human Health Command approved, fully automated, certified wastewater recycling solution which can be sold to all DOD divisions, FEMA and NGOs.

Another new product still being incubated is building manholes utilizing SRTP versus the current precast concrete approach.

Organization

MWS has historically been integrated with PWT however, on April 14, 2023, the Company sold certain assets related to its Modular Water Service business to its wholly owned subsidiary Water on Demand, Inc. in exchange for 6,000,000 shares of Water on Demand, Inc. common shares. The assets included certain licenses, intellectual property and contracts.

The Company supports PWT and WODI including MWS with various administrative, accounting and marketing functions, from the Company’s headquarters in Florida. MWS personnel are primarily located in Virginia remote locations.

Facilities and Equipment

Manufacturing

PWT currently leases its facility. The facility is located at 2535 E. University Drive, McKinney, Texas 75069. There are five buildings totaling 12,400 square feet on the 1.7 acres of land. There is additional expansion space for several more assembly buildings when and if needed.

PWT’s in-house engineers and designers utilize modern 3-D CAD programs to design all of the systems sold by PWT. They also design, program and build all of the control systems and the Internet-connected Process Logic Control (PLC) video screen interfaces.

PWT in-house craftsmen complete the metal and plastic machining, welding and assembly of PWT’s ~~and MWS’s~~ systems.

MWS engineering resources are provided both internally and externally. Daniel Early leads the engineering program and relies on support from engineering personnel and PWT to assist with manufacturing and engineering. MWS subcontracts engineering support to PWT, which employs its own established and experienced engineering team. MWS also subcontracts 2D and 3D engineering design work to outside vendors to assist in the development of standardized drawings and proposals.

MWS’s specialized manufacturing is currently outsourced to PWT and, ~~others~~increasingly, to contractors, typically the manufacturers of its proprietary HDPE enclosures. ~~PWT~~They ~~provides~~provide substantial critical manufacturing support to MWS; this support takes the form of various sub assembly fabrication (membrane modules, equipment skids, MWS equipment buildings, etc.)., ~~PWT~~and ~~is the sole source provider for~~ MWS’s integrated control panels. InHeavy ~~addition~~plastic to(such ~~PWT,~~as HDPE) ~~heavy plastic~~ and /or custom plastic manufacturing is are provided by acontract ~~company~~manufacturers in Roanoke, Virginia and ~~another~~ in Ontario, Canada. Additional sub-contract manufacturing is available through fabricators in Hopkins, MO, Corsicana, TX, and Vernon Hills, IL.

The ~~Company~~components ~~plans~~such ~~to transition the plastic fabrication of MWS’s pump stations and wastewater treatment systems to PWT from current subcontractors. There is no timeline for this,~~ as ~~it will require an additional 2~~pumps,~~400~~ tomembranes ~~3,000~~and ~~square~~instruments ~~foot~~are ~~building~~acquired ~~for~~through ~~assembly,~~MWS’s ~~engineers and~~normal ~~project managers~~vendors.

The ~~components~~building ~~such~~blocks asof ~~pumps,~~all ~~membranes~~systems ~~and~~are ~~instruments~~metal ~~will~~reinforced or structural profile wall reinforced thermoplastic pipe (SRTP) available from one of over a half dozen pipe suppliers. Being pipes they are manufactured to be ~~acquired~~sold ~~either~~into ~~through~~high ~~PWT’s~~volume orapplications and are very economical for MWS’s ~~normal~~high ~~vendors~~value applications. ~~The~~MWS ~~large diameter~~purchases ~~SRTP~~these ~~pipe~~plastic ~~will~~cylinders beup ~~acquired~~to ~~from~~11’ ain ~~fabricator~~diameter ~~located~~and ~~about~~are 40utilized ~~miles~~as ~~south~~the vessel or housing part of ~~Dallas~~the water treatment systems.

The building blocks of all systems are metal reinforced or structural profile wall reinforced thermoplastics pipe (SRTP) available from one of over a half dozen pipe suppliers. Being pipes they are manufactured to be sold into high volume applications and are very economical for MWS’s high value applications. MWS purchases these plastic cylinders up to 11’ in diameter and are utilized as the vessel or housing part of the water treatment systems.

More efficient fabrication and assembly equipment are available at relatively little cost to expedite the fabrication time and improve the quality. Some of that equipment includes CNC waterjet, large diameter core drills, fusion welders and roto molders.

~~Acquisitions~~Advisory Support for OriginClear

~~The Company’s~~In ~~strategy~~September ~~is to grow incrementally by focusing on the water treatment services market~~2020, ~~acquiring the hands-on service suppliers~~OriginClear inannounced ~~this~~that ~~market.~~PhilanthroInvestors® Ithad ~~intends~~entered ~~to continue to develop~~ a ~~network~~strategic ofagreement ~~wholly~~with ~~owned~~OriginClear ~~water~~and ~~treatment~~had ~~companies~~listed ~~to meet~~ the ~~needs~~Company ofon ~~end~~its ~~users~~new ~~from~~Water ~~all~~PhilanthroInvestors ~~industries~~program. ~~with~~At athe ~~full~~same ~~range~~time, ofOriginClear ~~treatment~~appointed ~~technologies.~~PhilanthroInvestors ~~Due to increased regulation~~Founder, ~~water~~Ivan ~~treatment~~Anz ~~recycling challenges~~ and ~~a need to focus on their own core business~~CEO, ~~many~~Arte ~~water~~Maren ~~users today are outsourcing their water treatment needs~~ to ~~outside experts. In addition,~~OriginClear’s weBoard ~~have identified a major trend in decentralization~~ of ~~water~~Advisors. ~~treatment~~Recently, ~~which~~Mr. weMaren ~~believe~~was ~~will~~replaced ~~cause~~by ~~small water service companies to grow~~Mr. ~~There~~Skye ~~will~~Dayton ~~be significant synergies within OTG~~ as ~~technology,~~CEO ~~manufacturing expertise, market knowledge, projects~~ and ~~opportunities are~~will ~~shared.~~continue ~~The~~to ~~target~~serve ~~acquisitions~~PhilanthroInvestors ~~must be accretive~~ in ~~nature~~an ~~with solid sales growth and profitability. The acquired companies must~~advisory ~~have a solid management team to accelerate their previous growth with excellent customer service~~role. ~~Initially, the acquisition focus is in the U.S. but will be expanded internationally in a few years.~~

The Company believes that the policy of building business units from internal cash flow can be productive. It did so with the Daniel Early/MWS project and is now beginning the process again with Water On Demand and potentially in the future, the $H2O™ ~~blockchain system.~~

15On May 10, 2021, OriginClear filed a patent application for its “System And Method For Water Treatment Incentive”, which includes blockchain technology and non-fungible tokens (“NFT(s)”) to simplify the distribution of payments on outsourced water treatment and purification services billed on a pay-per-gallon basis ahead of inflation, or Water On Demand.

~~Intellectual Property~~8

~~Status~~On ofMay ~~Original~~16, 2021, the Company ~~Inventions:~~applied for a registered trademark for the mark $H2O (also referred to as H2O) as the blockchain system representing this activity. The current filing basis is “Intent-to-use basis” (under Trademark Act Section 1(b)).

~~Early developments~~On ofJune 10, 2021, the Company’s named ~~intellectual~~Ricardo ~~property~~Fabiani ~~focused~~Garcia, onan ~~algae~~OriginClear ~~harvesting.~~investor ~~Beginning~~and inveteran ~~2015~~technologist, to the Company’s ~~applied~~Board ~~this~~of ~~knowledge~~Advisors. Mr. Garcia will toadvise ~~water~~the ~~treatment~~management team as it sets up the roadmap and ~~began~~chooses ~~development~~the ofresources ~~EWS~~for the $H2O project.

InNeither ~~2018,~~our ~~OriginClear~~Water ~~reorganized~~on ~~its~~Demand ~~intellectual~~or ~~property~~other ~~portfolio~~current tobusiness ~~focus~~models ~~exclusively~~rely on ~~its~~any ~~electrochemical~~blockchain ~~water~~system ~~treatment~~for ~~solution~~operation, and we can accomplish our operational ~~with~~goals ~~advanced~~using ~~oxidation~~ordinary ~~(EWS~~financial ~~plus~~and ~~AOx)~~currency channels.

~~The Company~~New ~~has~~Role chosen to protect certain intellectual property with trade secrets rather than patents. Accordingly, OriginClear no longer actively maintains the patent applications and patents to its EWS and AOx technologies, willingly deeding them to the water industry as an open resource. The Company intends to reserve to itself and its partners the protected communication of ~~further discoveries and trade secrets relative to~~ the ~~EWS and AOx technology domains.~~Company

AtThe ~~this time~~Company, in its role as the ~~Company~~CWIB, isseeks ~~not~~to ~~actively~~create, ~~pursuing~~incubate ~~the~~or ~~development~~accelerate ofbusinesses in the ~~EWS~~water orindustry, ~~AOx~~and ~~technologies~~potentially outside of it.

~~Patents:~~Having achieved a spinoff of its three major properties into a company that achieved a $32 million valuation at the time of the Business Combination of October 24, 2023, the Company now intends to achieve similar results with other companies, in which it may take an equity position in addition to charging management fees.

●We believe ~~On May 10, 2021, OriginClear announced~~ that itour ~~filed~~main ~~“System~~strength ~~And~~is ~~Method~~in ~~For~~helping ~~Water~~to ~~Treatment~~capitalize ~~Incentive”,~~such acompanies ~~patent~~through ~~application~~retail ~~for~~corporate ~~using~~development ~~blockchain~~activities; ~~technology~~ and ~~non-fungible tokens (NFT)~~ to ~~simplify~~help them ~~the~~achieve ~~distribution~~commercial proof of ~~payments~~concept onand ~~outsourced~~scale; ~~water treatment~~ and ~~purification~~to ~~services~~assist ~~billed~~with onmergers aand ~~pay-per-gallon basis ahead of inflation~~acquisitions. ~~The application status is provisional.~~

~~Trademarks:~~The Company cautions that suitable candidates for this new role may not be identified and even if identified, may not become partners or achieve commercial successes. The Company's focus for the foreseeable future remains the financing, development and support of its WODI subsidiary.

● On April 2, 2015, we filed a trademark application with the USPTO to protect the intellectual property rights for our wordmark “OriginClear”. On August 16, 2016, the wordmark was registered with Registration Number 5023444. The registration is current. ● On April 8, 2015, we filed a trademark application with the USPTO to protect the intellectual property rights for our current company logo “OriginClear” with the stylized “O”. On August 16, 2016, the mark was registered with Registration Number 5027992. The registration is current. ● On January 17, 2021, we filed a trademark application with the USPTO to protect the intellectual property rights for “Waterpreneur”. The current filing basis is “Use in commerce” (under Trademark Act Section 1(a)). Worldwide registration is in process of completion.

● On May 16, 2021, we filed a trademark application with the USPTO for the mark “$H2O”. The current filing basis is “Intent-to-use basis” (under Trademark Act Section 1(b)). Worldwide registration is in process of completion.

Licensed Patents:

On June 25, 2018, Daniel Early granted the Company a worldwide, exclusive non-transferable license to intellectual property consisting of five issued US patents, and design software, CAD, marketing, design and specification documents. See “Products, Technology and Services—Patents”.

Employees

As of ~~April~~the ~~17,~~date ~~2023,~~of wethis ~~had~~filing, 35the ~~employees,~~Company ~~all~~had of32 ~~whom are~~ full-time employees.

16Intellectual Property

With the spinoff of Water On Demand Inc and its operating divisions, the Company holds no patents directly, but indirectly has access to the licensed patents through MWS. The licensed intellectual property consists of five issued US patents, and design software, CAD, marketing, design and specification documents.

On May 10, 2021, the Company announced that it filed “System And Method For Water Treatment Incentive”, a patent application for using blockchain technology and non-fungible tokens (NFT) to simplify the distribution of payments on outsourced water treatment and purification services billed on a pay-per-gallon basis ahead of inflation. The application status is provisional.

The ORIGINCLEAR trademark application has newly registered as US Trademark Registration 7,296,730 issued on February 6, 2024. The ORIGINCLEAR logo trademark application has registered as US Trademark Registration 7,296,731 issued on February 6, 2024.

Other trademarks in process of registration include:

Trademarks: $H2O, WATERPRENEUR, CLEARAQUA, THE WATER COIN FOR THE WORLD, WATER - THE BLUE GOLD, THE CLEAN WATER INNOVATION HUB.

The Company relies and expects to continue to rely on a combination of confidentiality agreements with its employees, consultants, and third parties with whom it has relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect its proprietary rights.

ITEM 1A. RISK FACTORS

Risks Relating to Our Business

We have not been profitable.

We were formed in June 2007 and are currently developing Water On Demand, a new business model to respond to identified market demand. Since we have not been profitable, there are substantial risks, uncertainties, expenses and difficulties that we are subject to. To address these risks and uncertainties, we must do among the following:

	●	Successfully execute our business strategy;

	●	Respond to competitive developments; and

	●	Attract, integrate, retain and motivate qualified personnel.

There can be no assurance we will operate profitably or that we will have adequate working capital to meet our obligations as they become due. Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

We have a history of losses and can provide no assurance of our future operating results.

We have experienced net losses and negative cash flows from operating activities since inception and we expect such losses and negative cash flows to continue in the foreseeable future. As of December 31, ~~2022~~ 2023, and ~~2021~~2022, we had working capital (deficit) of $(1432,~~245~~249,~~179~~892) and $(1214,~~826~~245,~~008~~179), respectively, and shareholders’ (deficit) of $(2639,~~016~~263,~~787~~958) and $(2226,~~321~~016,~~917~~787), respectively. For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, we incurred net loss of $(1011,~~790~~625,~~721~~783) and $(210,~~117~~790,~~781~~721), respectively. During the year ended December 31, ~~2022~~2023, we had a loss from operations of $65,~~582~~401,~~722~~560. As of December 31, ~~2022~~ 2023, we had an aggregate accumulated deficit of $~~108~~119,~~966~~216,~~645~~735. We may never achieve profitability. The opinion of our independent registered public accountants on our audited financial statements as of and for the year ended December 31, ~~2022~~2023 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future sales.

We will need significant additional capital, which we may be unable to obtain.

Revenues generated from our operations are not presently sufficient to sustain our operations. Therefore, we will need to raise additional capital to continue our operations. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. We may be required to pursue sources of additional capital through various means, including debt or equity financings. Future financings through equity investments are likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition. Our ability to obtain needed financing may be impaired by such factors as the capital markets and our history of losses, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations. In addition, we have outstanding convertible preferred stock that are convertible into common stock at variable conversion prices and in addition, in some cases entitle certain prior investors to certain make-good shares. Our issuance of common stock upon conversion of such preferred stock will result in further dilution to our stockholders.

1710

We have incurred substantial indebtedness.

As of December 31, ~~2022~~2023, we had outstanding convertible promissory notes in the aggregate amount of $42,~~274~~617,~~255~~691. All such debt is payable within the following thirty-six months and is convertible at a significant discount to our market price of stock. Our level of indebtedness and insufficient cash on hand increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of the indebtedness. Our indebtedness, combined with other financial obligations and contractual commitments, could:

	●	in the case of convertible debt that is converted into equity, result in a reduction in the overall percentage holdings of our stockholders, put downward pressure on the market price of our common stock, result in adjustments to conversion and exercise prices of outstanding notes and warrants and obligate us to issue additional shares of common stock to certain of our stockholders;

	●	make it more difficult for us to satisfy our obligations with respect to the indebtedness and any failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in events of default under the loan agreements and instruments governing the indebtedness;

	●	require us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing funds available for working capital, capital expenditures, acquisitions, research and development and other corporate purposes;

	●	increase our vulnerability to adverse economic and industry conditions, which could place us at a competitive disadvantage compared to competitors that have relatively less indebtedness;

	●	limit our flexibility in planning for, or reacting to, changes in business and the industry in which we operate; and

	●	limit our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, research and development and other corporate purposes.

We may incur significant additional indebtedness in the future. If we incur a substantial amount of additional indebtedness, the related risks that we face could become more significant. Additionally, the terms of any future debt that we may incur may impose requirements or restrictions that further affect our financial and operating flexibility or subject us to other events of default.

Our revenues are dependent upon acceptance of our technology and products by the market; the failure of which would cause us to curtail or cease operations.

We believe that most of our future revenues will come from the sale or license of our technology and systems. As a result, we will continue to incur substantial operating losses until such time as we are able to generate revenues from the sale or license of our technology and systems. There can be no assurance that businesses and prospective customers will adopt our technology and systems, or that businesses and prospective customers will agree to pay for or license our technology and systems. In the event that we are not able to develop a customer base that purchases or licenses our technology and systems, or if we are unable to charge the necessary prices or license fees, our financial condition and results of operations will be materially and adversely affected.

We will need to increase the size of our organization and may experience difficulties in managing growth.

We are a small company with a minimal number of employees. We expect to experience a period of significant expansion in headcount, facilities, infrastructure and overhead and anticipate that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate managers. Our future financial performance and our ability to compete effectively will depend, in part, on our ability to manage any future growth effectively.

We may not be able to successfully license our technology and commercialize our products which would result in continued losses and may require us to curtail or cease operations.

We are currently developing our new business model, Water On Demand. We are unable to project when we will achieve profitability, if at all. We cannot assure that our executive resources will be able to develop our systems fast enough to meet market requirements. We can also not assure that our systems will gain market acceptance and that we will be able to successfully commercialize the business model. The failure to successfully develop and commercialize the business model would result in continued losses and may require us to curtail or cease operations.

If a competitor were to achieve a business breakthrough, our operations and business could be negatively impacted.

There currently exist a number of businesses that are in the business of delivering turnkey “water-as-a-service” systems. Should a competitor achieve a breakthrough, we may have difficulty attracting sales. Furthermore, competitors may have access to larger resources (capital or otherwise) that provide them with an advantage in the marketplace, which could result in a negative impact on our business.

In addition, because we are the master licensee of only five issued patents, we may not be able to preclude development of even directly competing technologies using the same methods, materials and procedures as we use to achieve our results. Any of these competitive forces may inhibit or materially adversely affect our ability to attract customer licensees, or to obtain royalties or other fees from our customer licensees. This could have a material adverse effect on our business, prospects, results of operation and financial condition.

Our long-term success depends on developing a novel outsourcing model, and we face the risks inherent in a performance-based business model.

While our engineering and technology divisions are profitable, we are developing a new business in the Design-Build-Own-Operate sector, known as Water On Demand. We may not be able to generate revenue through the financing and management of these systems, and our long-term success depends on the performance and oversight of these systems. We expect that the amount of payments we may receive will be based upon the performance of our operating partners, and so we will be dependent on the successful operations of these partners for a significant portion of our revenues. We face risks inherent in such a delegated business model, many of which are outside of our control, including those arising from our reliance on the management and operating capabilities of our operating partners and the cyclicality of supply and demand for end-products produced using this business model. Should our managed contracts fail to achieve sufficient profitability in their operations, our payments would be diminished and our results of operations, cash flows and financial condition could be adversely affected, and any such effects could be material.

We rely on strategic partners.

We rely on strategic partners to manage our planned outsourced systems. Should our strategic partners not regard us as significant to their own businesses, they could reduce their commitment to us or terminate their relationship with us, pursue competing relationships or attempt to develop or acquire processes that compete with ours. Any such action could materially adversely affect our business.

A lack of government subsidies may hinder the usefulness of our technology.

We assemble and sell complete engineered solutions, and products, using the expertise and knowhow of PWT and MWS. Subsidies of any of the industries vary and may be reduced or eliminated, which could have a material adverse effect on our business. Likewise, regulations may become more onerous which also could have a material adverse effect on our business.

The industries in which we operate may endure deflationary cycles, affecting our ability to sell and license our systems.

It is possible that industry sector collapses and other deflationary events may impact our business materially and adversely.

If we lose key employees and consultants or are unable to attract or retain qualified personnel, our business could suffer.

Our success is highly dependent on our ability to attract and retain qualified scientific, engineering and management personnel. We are highly dependent on our management, including T. Riggs Eckelberry, who has been critical to the development of our technology and business. The loss of the services of Mr. Eckelberry would have a material adverse effect on our operations. We do not have an employment agreement with Mr. Eckelberry. Accordingly, there can be no assurance that he will remain associated with us. His efforts will be critical to us as we continue to develop our technology and as we attempt to transition to a company with profitable commercialized products and services. If we were to lose Mr. Eckelberry, or any other key employees or consultants, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.

Competition from other companies in our market may affect the market for our technology.

New companies are constantly entering the market, thus increasing the competition. Larger foreign owned and domestic companies which have been engaged in prefabricated or modular water systems or Design-Build-Own-Operate (DBOO) for substantially longer periods of time may have access to greater financial and other resources. These companies may have greater success in the recruitment and retention of qualified employees, as well as in conducting their own manufacturing and marketing operations, which may give them a competitive advantage. In addition, actual or potential competitors may be strengthened through the acquisition of additional assets and interests. If we or our customers are unable to compete effectively or adequately respond to competitive pressures, this may materially adversely affect our results of operation and financial condition.

An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations.

On March 11, 2020, the World Health Organization declared the current outbreak of a novel coronavirus disease 2019 (“COVID-19”) to be a global pandemic. The COVID-19 outbreak led (and may continue to lead) to disruptions in the global economy, including extreme volatility in the stock market and capital markets.

The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

Risks Related to Our Intellectual Property

If we fail to establish, maintain and enforce intellectual property rights with respect to our technology, our financial condition, results of operations and business could be negatively impacted.

Our ability to establish, maintain and enforce intellectual property rights with respect to the technology that we have acquired under master license will be a significant factor in determining our future financial and operating performance. We seek to protect our intellectual property rights by relying on a combination of trade secret and copyright laws, and the licensing of external patents. We also use confidentiality and other provisions in our agreements that restrict access to and disclosure of our confidential know-how and trade secrets.

Outside of licensed patents, we seek to protect our technology and business model as trade secrets and technical know-how. However, trade secrets and technical know-how are difficult to maintain and do not provide the same legal protections provided by patents. In particular, only patents will allow us to prohibit others from using independently developed technology that is similar. If competitors develop knowledge substantially equivalent or superior to our trade secrets and technical know-how, or gain access to our knowledge through other means such as observation of our technology that embodies trade secrets at customer sites which we do not control, the value of our trade secrets and technical know-how would be diminished.

While we strive to maintain systems and procedures to protect the confidentiality and security of our trade secrets and technical know-how, these systems and procedures may fail to provide an adequate degree of protection. For example, although we generally enter into agreements with our employees, consultants, advisors, and strategic partners restricting the disclosure and use of trade secrets, technical know-how and confidential information, we cannot provide any assurance that these agreements will be sufficient to prevent unauthorized use or disclosure. In addition, some of the technology deployed at customer sites in the future, which we do not control, may be readily observable by third parties who are not under contractual obligations of non-disclosure, which may limit or compromise our ability to continue to protect such technology as a trade secret.

Monitoring and policing unauthorized use and disclosure of intellectual property is difficult. If we learned that a third party was in fact infringing or otherwise violating our intellectual property, we may need to enforce our intellectual property rights through litigation. Litigation relating to our intellectual property may not prove successful and might result in substantial costs and diversion of resources and management attention.

From our customer licensees’ standpoint, the strength of the intellectual property under which we intend to grant licenses can be a critical determinant of the value of these licenses. If we are unable to secure, protect and enforce our intellectual property, it may become more difficult for us to attract new customers. Any such development could have a material adverse effect on our business, prospects, financial condition and results of operations.

Although we have filed various patent applications for some of our original technologies, some have been abandoned or transferred. In some cases we have opted to protect our intellectual property through a trade secrets policy.

We protect our intellectual property through a combination of patents and trade secrets. Trade secrets do not provide the same level of protection as patents and patents may not provide meaningful protection or commercial advantage. In the US, patents only provide protection for a 20-year period starting from the filing date and the longer a patent application takes to issue the less time there is to enforce it. Further, the claims under any patents that issue from our applications may not be broad enough to prevent others from developing technologies that are similar or that achieve similar results. It is also possible that the intellectual property rights of others will bar us from licensing our technology and bar us or our future licensees from exploiting any patents that issue from our pending applications. Numerous U.S. and foreign issued patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. These patents and patent applications might have priority over our patent applications and could subject our patent applications to invalidation. Finally, in addition to those who may claim priority, any patents that issue from our applications may also be challenged by our competitors on the basis that they are otherwise invalid or unenforceable.

We may face claims that we are violating the intellectual property rights of others.

We may face claims, including from direct competitors, other water companies, scientists or research universities, asserting that our business models, technology or the commercial use of such technology infringe or otherwise violate the intellectual property rights of others. We have not conducted infringement, freedom to operate or landscape analyses, and as a result we cannot be certain that our technologies and processes do not violate the intellectual property rights of others. We expect that we may increasingly be subject to such claims as we begin to earn revenues and our market profile grows.

We may also face infringement claims from the employees, consultants, agents and outside organizations we have engaged to develop our technology. While we have sought to protect ourselves against such claims through contractual means, we cannot provide any assurance that such contractual provisions are adequate, and any of these parties might claim full or partial ownership of the intellectual property in the technology that they were engaged to develop.

If we were found to be infringing or otherwise violating the intellectual property rights of others, we could face significant costs to implement work-around methods, and we cannot provide any assurance that any such work-around would be available or technically equivalent to our current technology. In such cases, we might need to license a third party’s intellectual property, although any required license might not be available on acceptable terms, or at all. If we are unable to work around such infringement or obtain a license on acceptable terms, we might face substantial monetary judgments against us or an injunction against continuing to license our technology, which might cause us to cease operations.

In addition, even if we are not infringing or otherwise violating the intellectual property rights of others, we could nonetheless incur substantial costs in defending ourselves in suits brought against us for alleged infringement. Also, if any license agreements provide that we will defend and indemnify our customer licensees for claims against them relating to any alleged infringement of the intellectual property rights of third parties in connection with such customer licensees’ use of our technologies, we may incur substantial costs defending and indemnifying any customer licensees to the extent they are subject to these types of claims. Such suits, even if without merit, would likely require our management team to dedicate substantial time to addressing the issues presented. Any party bringing claims might have greater resources than we do, which could potentially lead to us settling claims against which we might otherwise prevail on the merits.

Any claims brought against us or any customer licensees alleging that we have violated the intellectual property of others could have negative consequences for our financial condition, results of operations and business, each of which could be materially adversely affected as a result.

Risks Related to Our Common Stock

Our common stock could be further diluted as the result of the issuance of additional shares of common stock, convertible securities, warrants or options.

We have issued common stock, convertible securities (such as convertible debentures, convertible preferred stock, and notes) and warrants in order to raise money, some of which have anti-dilution and other similar protections. We have also issued incentive compensation for our employees and directors. We have shares of common stock reserved for issuance upon the exercise of certain of these securities and may increase the shares reserved for these purposes in the future. Our issuance of additional common stock, convertible securities, options and warrants could affect the rights of our stockholders, result in a reduction in the overall percentage holdings of our stockholders, could put downward pressure on the market price of our common stock, could result in adjustments to conversion and exercise prices of outstanding notes and warrants, and could obligate us to issue additional shares of common stock to certain of our stockholders.

Our chief executive officer owns the majority of the voting power of our shareholders.

As the holder of our outstanding shares of Series C Preferred Stock, our chief executive officer, T. Riggs Eckelberry has 51% of the voting power of the Company’s shareholders. As a result, Mr. Eckelberry has the ability to control all matters submitted to shareholders, and his interests may differ from those of other shareholders.

We have created various series of preferred stock and our articles of incorporation allow for our board to create additional new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors has the authority to issue additional shares of our preferred stock without further stockholder approval. Our board of directors has created various series of preferred stock and may create additional series in the future with various preferential rights over the common stock.

Our issuance of common stock upon conversion of outstanding preferred stock will result in dilution to our stockholders.

We have outstanding various series of preferred stock that are convertible into common stock, including varies series that are convertible into common stock at variable conversion prices and which in some cases entitle certain prior investors to certain make-good shares (see Note 3 to the financial statements included in this report). Our issuance of common stock upon conversion of outstanding preferred stock will result in dilution to holders of our common stock, which may have a negative effect on the price of our common stock.

There is a limited public market for our common stock.

Our common stock is not listed on any national securities exchange. Accordingly, investors may find it more difficult to buy and sell our shares than if our common stock was traded on an exchange. Although our common stock is quoted on the OTC Pink, it is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange. These factors may have an adverse impact on the trading and price of our common stock. And our common stock may be less attractive for margin loans, for investment by financial institutions, as consideration in future capital raising transactions or other purposes.

The price of our common stock is volatile, which may cause investment losses for our stockholders.

The market for our common stock is highly volatile and subject to wide fluctuations in response to, among other things, quarterly variations in operating and financial results, and general economic and market conditions. In addition, statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to our market or relating to us could result in an immediate and adverse effect on the market price of our common stock. The highly volatile nature of our stock price may cause investment losses for our shareholders. In the past, securities class action litigation has often been brought against companies following periods of volatility in the market price of their securities. If securities class action litigation is brought against us, such litigation could result in substantial costs while diverting management’s attention and resources.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our common stock.

Our stock is subject to the penny stock rules, which impose significant restrictions on broker-dealers and may affect the resale of our stock.

Our common stock has been subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly referred to as the “penny stock” rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The SEC generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the SEC; issued by a registered investment company; excluded from the definition on the basis of price (at least US $5.00 per share) or the registrant’s net tangible assets; or exempted from the definition by the Securities and Exchange Commission (“SEC”). Our common stock is considered to be a “penny stock.” The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” As our common stock is considered to be “penny stock,” trading in our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. This may reduce the liquidity and trading volume of our shares.

2316

Financial Industry Regulatory Authority, Inc. (“FINRA”) sales practice requirements may limit a shareholder’s ability to buy and sell our common shares.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed, and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or how costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies, if any, in our internal controls over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future, and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting. In the event that our Chief Executive Officer or Chief Financial Officer determine that our internal controls over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.

We do not intend to pay dividends on our common stock.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. In addition, we have outstanding various series of preferred stock that are entitled to dividends prior to payment of any dividends on our common stock.

2417

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

Our principal corporate offices are located at 13575 58th Street North, Suite 200, Clearwater, FL 33760. Our Dallas based subsidiary, PWT, rents an approximately 12,000 square foot facility located at 2535 E. University Drive, McKinney, TX 75069, with a current monthly rent of $8,~~150~~500. We believe these facilities are suitable and adequate to meet our current business requirements.

ITEM 3. LEGAL PROCEEDINGS.

On ~~March~~ July 12, ~~2021~~2023, ~~OriginClear,~~the ~~Inc.~~Company ~~Progressive~~entered ~~Water~~into ~~Treatment,~~a ~~Inc.~~Confidential Settlement and T.Mutual ~~Riggs~~Release ~~Eckelberry,~~Agreement ~~individually~~ (~~collectively,~~ the “C6Settlement ~~Plaintiffs~~Agreement”), ~~and~~with C6Auctus ~~Capital~~Fund, LLC (“~~C6 Capital~~Auctus”) ~~agreed~~relating to ~~settle~~ the ~~dispute~~settlement ~~between~~and ~~the~~release ~~parties~~of ~~relating~~certain topending alegal ~~merchant~~actions ~~cash~~arising ~~advance~~out ~~agreement~~of various ~~entered~~loans ~~into~~and onagreements ~~July~~between ~~17,~~the ~~2018~~Company and Auctus. Pursuant to the terms of the ~~settlement~~Settlement ~~agreement~~Agreement, ~~(i) C6 has vacated~~ the ~~judgment~~Company ~~obtained~~and byAuctus C6have resolved ~~Capital~~all ~~against~~outstanding ~~the~~legal C6disputes ~~Plaintiffs;~~and ~~(ii) C6~~claims ~~has~~between ~~released~~them. ~~any~~The ~~and~~appeal ~~all~~that ~~bank~~was pending ~~levies,~~in ~~liens,~~the ~~security~~United ~~interests,~~States ~~powers~~Court of ~~attorney,~~Appeals ~~and other~~for ~~encumbrances its has against~~ the First C6Circuit ~~Plaintiffs;~~and ~~(iii) the~~trial C6matter ~~Plaintiffs~~in ~~have dismissed~~ the ~~plenary~~United ~~action~~States ~~commenced~~District ~~in the Supreme~~ Court for the ~~State~~District of ~~New~~Massachusetts ~~York~~have inbeen ~~and~~terminated ~~for the County of Broome against C6 Capital with prejudice~~ and; ~~(iv) the~~all ~~sister-state~~transactions ~~judgment~~and C6obligations ~~Capital~~thereunder ~~obtained~~between ~~against~~ the Company C6and ~~Plaintiffs~~Auctus are innull ~~California~~and isvoid. The ~~currently~~terms inand ~~the~~conditions ~~process~~ of ~~being~~the ~~vacated~~Settlement Agreement byare ~~stipulation.~~confidential ~~Accordingly, the~~and C6have ~~Plaintiffs~~ no ~~longer~~impact ~~owe~~on ~~any~~the ~~further~~financial ~~amounts~~condition toor C6operations ~~Capital~~of ~~with respect to~~ the ~~settlement agreement~~Company.

On or ~~February~~around ~~12,~~March ~~2019~~5, ~~Auctus Fund~~2024, ~~LLC~~Progressive ~~(“Auctus”)~~Water ~~filed~~Treatment, aInc. ~~complaint~~was ~~against~~named ~~OriginClear~~as ina ~~the~~defendant ~~United~~in ~~States~~a ~~District~~case ~~Court~~filed ~~for~~by ~~the~~Process ~~District~~Solutions, ofInc (“PSI”). ~~Massachusetts~~The ~~for~~case ~~numerous~~was ~~claims~~filed ~~arising~~in ~~from~~the ~~two~~Court ~~convertible~~of ~~promissory~~Common ~~notes~~Pleas ~~and~~in ~~accompanying~~Hamilton ~~securities~~County, ~~purchase agreements~~Ohio. OnThe ~~March 13,~~complaint ~~2019,~~alleges ~~Auctus~~that ~~and~~PWT ~~OriginClear~~breached ~~entered into~~ a ~~Settlement~~contract ~~Agreement~~with PSI and ~~Mutual~~alleges ~~General~~damages ~~Release,~~of ~~under which Auctus would be permitted to convert~~ $~~570~~143,~~000~~674.82 ~~into~~plus ~~OriginClear~~attorneys ~~securities~~fees. ~~pursuant~~PWT tohas ~~the~~removed ~~terms set forth in~~ the ~~convertible~~case ~~promissory~~to ~~notes.~~federal ~~On February 2~~court, ~~2021, OriginClear~~denies ~~filed a Motion to Set Aside~~ the ~~Settlement~~claims ~~Agreement~~in ~~as Void under Section 29(b) of~~ the ~~Securities Exchange Act of 1934 (the~~complaint ~~“Act”)~~and ~~for~~intends ~~Auctus’~~to ~~violation~~enforce ~~of Section 15(~~a) ofbinding ~~the~~arbitration ~~Act.~~provision Onbetween ~~February 21, 2023,~~ the ~~Court~~parties ~~denied~~and ~~OriginClear’s Motion~~ to ~~Set~~bring ~~Aside~~counter ~~the~~claims ~~Settlement~~against ~~Agreement.~~PSI Onfor ~~March~~failing ~~8, 2023, OriginClear appealed the Court’s decision~~ to ~~the United States Court~~pay ofPWT ~~Appeals~~ for ~~the~~services ~~First Circuit~~rendered.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

2518

PART II

Our common stock is quoted on the OTC Markets Pink Open Market under the symbol “OCLN”.

The market price of our common stock, like that of other technology companies, is highly volatile and is subject to fluctuations in response to variations in operating results, announcements of technological innovations or new products, or other events or factors. Our stock price may also be affected by broader market trends unrelated to our performance.

Holders

As of April 17, ~~2023~~2024, we had approximately ~~571~~564 holders of record of our common stock. This number does not include beneficial owners whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividend Policy

We have never paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to fund ongoing operations and future capital requirements of our business. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevant. In addition, we have outstanding various series of preferred stock that are entitled to dividends prior to any payment of dividends on the common stock.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities during the fiscal year ended December 31, ~~2022~~2023 other than those transactions previously reported to the SEC on our quarterly reports on Form 10-Q and current reports on Form 8-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. RESERVED.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Critical Accounting Policies

The Securities and Exchange Commission (“SEC”) defines “critical accounting policies” as those that require application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Not all of the accounting policies require management to make difficult, subjective or complex judgments or estimates. However, the following policies could be deemed to be critical within the SEC definition.

Recently Issued Accounting Pronouncements

Management adopted a recently issued accounting pronouncement during the year ended December 31, 2023, as disclosed in the Notes to the financial statements included in this report.

Revenue Recognition

We recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured.

Revenues and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Fair Value of Financial Instruments

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, ~~2022~~2023, the amounts reported for cash, prepaid expenses, accounts payable and accrued expenses approximate the fair value because of their short maturities.

~~Recently~~Presentation ~~Issued~~of ~~Accounting~~Financial ~~Pronouncements~~Statements - Discontinued Operations

~~Management~~In ~~adopted~~accordance with ASC 205-20, a ~~recently~~disposal of a component or a group ~~issued~~of ~~accounting~~components ~~pronouncement~~should ~~during~~be reported in discontinued operations if the ~~year~~disposal ~~ended~~represents ~~December~~a ~~31,~~strategic ~~2022,~~shift asthat ~~disclosed~~has in(or ~~the~~will ~~Notes~~have) toa ~~the~~major effect on an entity’s operations and financial ~~statements~~results ~~included~~when a component of or group of components meets the initial criteria for inclassification ~~this~~of ~~report~~held for sale to be classified as held for sale.

~~Results~~Since the proposed business combination of ~~Operations~~WODI with FRLA meets all the initial criteria for classification of held for sale, the ~~years~~assets, ~~ended~~liabilities and operating results of WODI have been classified as held-for-sale in the periods ending December 31, ~~2022~~2023 and financial statements of the prior year ~~2021~~ending in December 31, 2022 have been adjusted to reflect comparable. (See Note 3).

	Year Ended
	December 31, 2022			December 31, 2021
Revenue	$	10,376,573		$	4,143,744
Cost of Goods Sold		8,881,276			3,574,060
Operating Expenses, Depreciation and Amortization		8,078,019			6,615,136
Loss from Operations before Other Income (Expense)		(6,582,722	)		(6,045,452	)
Other Income (Expense)		(4,207,999	)		3,927,671
Net Income (Loss)	$	(10,790,721	)	$	(2,117,781	)

The following discussion relates to the Company’s comparative analysis of the continuing operations only for the years ended December 31, 2023 and December 31, 2022.

Results of Continuing Operations for the years ended December 31, 2023 and 2022.

	Year Ended
	December 31, 2023			December 31, 2022
Revenue	$	26,292		$	26,292
Cost of Goods Sold		-			-
Operating Expenses, Depreciation and Amortization		5,427,852			5,978,415

Loss from Continuing Operations before Other Income (Expense)		(5,401,560	)		(5,952,123	)

Other Income (Expense)		8,707,253			(4,514,272	)

Net Income (Loss) from continuing operations	$	(11,625,783	)	$	(10,790,721	)

Revenue and Cost of Sales

Revenue for the year ended December 31, ~~2022~~2023 and ~~2021~~2022 was $1026,~~376,573~~292 and $426,~~143~~292,~~744,~~ respectively. ~~Cost~~There was no cost of sales for the year ended December 31, ~~2022~~2023 and ~~2021,~~ ~~was $8~~2022,~~881,276~~ ~~and $3,574,060,~~ respectively. ~~Revenue increased primarily due to our subsidiary’s increase in sales of its products.~~

Operating Expenses

Selling and Marketing Expenses

Selling and Marketing (“S&M”) expenses for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, were $2,~~727~~382,~~030~~753 and $2,~~841~~618,~~331~~083, respectively. The decrease in selling and marketing expenses was primarily due to a decrease in marketing and investor relations expense.

General Administrative Expenses

General administrative (“G&A”) expenses for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, were $43,~~459~~018,~~763~~782 and $3,~~612~~215,~~988~~934, respectively. General and administrative expenses ~~increased~~decreased primarily due to ana ~~increase~~decrease in non-cash outside services expense.

Depreciation Expense

Depreciation expense for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, were $3926,~~959~~317 and $4430,~~817~~398, respectively.

Other Income and Expenses

Other income and (expenses) ~~decreased~~ increased by $813,~~135~~221,~~670~~525 to $(48,~~207~~707,~~999)~~ 253 for the year ended December 31, ~~2022~~2023, compared to $3(4,~~927~~514,~~671~~272) for the year ended December 31, ~~2021~~2022. The ~~decrease~~increase was predominantly the result of aan ~~decrease~~increase in ~~non-cash~~gain ~~accounts~~on ~~associated~~redemption ~~with the fair value~~ of ~~the~~common ~~derivatives~~stock in the amount of $87,~~891~~499,~~605~~390, ~~decrease~~an increase in ~~other~~the ~~income~~fair value of the derivatives in the amount of $~~156~~4,~~979~~888,920, ~~decrease~~a in gain on write off of loans payable in the amount of $77143,~~233~~064, ~~decrease in~~ unrealized gain on investment securities in the amount of $~~245~~196,~~645~~836, ~~and~~ settlement for non-conversion of common stock in the amount of $13,500, ~~offset~~gain byon anconversion ~~increase in impairment~~ of ~~asset~~preferred ~~for sale~~ in the amount of $2434,~~000~~380, ~~decrease~~and isinterest ~~loss~~expense ~~on conversion~~ of ~~preferred stock in the amount of~~ $~~929~~95,~~870~~435, ~~loss~~with ona ~~exchange~~decrease ~~of preferred stock~~ in ~~the~~impairment ~~amount~~ of ~~$40,000,~~receivable ~~and decrease~~ in ~~interest expense in~~ the amount of $~~279~~50,~~422~~000.

Net Income (Loss)

Our net loss increased by $8835,~~672,940~~062 to $(1011,~~790~~625,~~721~~783) for the year ended December 31, ~~2022~~2023, compared to net loss of $(210,~~117~~790,~~781~~721) for the year ended December 31, ~~2021~~2022. The majority of the increase in net loss was due primarily to an increase in other income and expenses ~~associated~~and ~~with the~~ net change in derivative instruments estimated each period. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices defined in the respective agreements and probabilities of certain outcomes based on managements’ estimates. These inputs are subject to significant changes from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

The financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. During the year ended December 31, 2022, total cash used in operations was $4,648,365. As of December 31, 2022, we had a working capital deficit of $14,245,179 and a shareholders’ deficit of $26,016,787. These factors, among others raise substantial doubt about our ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2022 expressed substantial doubt about our ability to continue as a going concern. The ability of us to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. We have obtained funds from investors in the year ended December 31, 2022, and have standing purchase orders and open invoices with customers and we are pursuing various financing alternatives to fund the Company’s operations so it can continue as a going concern in the medium to long term. Management believes this funding will continue from our current investors and new investors. There can be no assurance that such funding will be available to the Company in the amount required at any time or, if available, that it can be obtained on terms satisfactory to the Company. Management believes the existing shareholders, the prospective new investors and current and future revenue will provide the additional cash needed to meet our obligations as they become due and will allow the development of our core business operations.21

28The financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. During the year ended December 31, 2023, total cash used in operations was $5,513,658. As of December 31, 2023, we had a working capital deficit of $32,249,892 and a shareholders’ deficit of $39,263,958. These factors, among others raise substantial doubt about our ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2023 expressed substantial doubt about our ability to continue as a going concern. The ability of us to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. We have obtained funds from investors in the year ended December 31, 2023, and have standing purchase orders and open invoices with customers and we are pursuing various financing alternatives to fund the Company’s operations so it can continue as a going concern in the medium to long term. Management believes this funding will continue from our current investors and new investors. There can be no assurance that such funding will be available to the Company in the amount required at any time or, if available, that it can be obtained on terms satisfactory to the Company. Management believes the existing shareholders, the prospective new investors and current and future revenue will provide the additional cash needed to meet our obligations as they become due and will allow the development of our core business operations.

At December 31, ~~2022~~2023 and December 31, ~~2021~~2022, we had cash of $1114,~~354,814~~640 and $~~706~~790,~~421~~697, respectively, and working capital deficit of $1432,~~245~~249,~~179~~892 and $1214,~~826~~245,~~008~~179, respectively. The increase in working capital deficit was due primarily to an increase in ~~non-cash~~convertible ~~derivative~~promissory ~~liabilities~~notes.

During the year ended December 31, ~~2022~~2023, we raised ana net aggregate of $5610,~~067,777~~450 in offerings of preferred stock and $16,~~347~~923,~~500~~000 in convertible secured promissory notes. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future revenue, however, there cannot be any assurance that we will be able to raise additional capital from financings.

Net cash used in operating activities was $(45,~~648~~513,~~365~~658) for the year ended December 31, ~~2022~~2023, compared to $(4,~~843~~648,~~130~~365) for the year ended December 31, ~~2021~~2022. The ~~decrease of~~increase ~~$194,765~~ in cash used in operating activities was due primarily to aan ~~decrease~~increase in ~~loss~~accrued ~~on conversion of debt and shares issued for services~~expenses.

Net cash flows (used in) investing activities for the year ended December 31, ~~2022~~2023 and ~~2021~~2022 were $(13,~~158~~746,~~904~~985) and $(181,~~000~~158,904), respectively. The net ~~increase~~decrease in cash used in investing activities was primarily ~~due~~ due to an increase in purchase of SPAC ~~related Class B shares and~~ notes ~~payables~~payable.

Net cash flows provided by financing activities was $68,~~455~~394,~~662~~659 for the year ended December 31, ~~2022~~2023, as compared to $56,~~151~~455,~~430~~662 for the prior year ended December 31, ~~2021~~2022. The increase in cash provided by financing activities was primarily due to proceeds from ~~issuances~~secured ~~of preferred stock and~~ promissory notes.

We do not have any material commitments for capital expenditures during the next twelve months. Although our proceeds from the issuance of convertible debt together with revenue from operations are currently sufficient to fund our operating expenses in the near future, we will need to raise additional funds in the future so that we can expand our operations. Therefore, our future operations are dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we may have to curtail our marketing and development plans and possibly cease our operations.

We have estimated our current average burn and believe that we have assets to ensure that we can function without liquidation for a limited time, due to our cash on hand, growing revenue, and our ability to raise money from our investor base. Based on the aforesaid, we believe we have the ability to continue our operations for the immediate future and will be able to realize assets and discharge liabilities in the normal course of operations. However, there cannot be any assurance that any of the aforementioned assumptions will come to fruition and as such we may only be able to function for a short time.

Recent Trends

Known trends, demands, commitments, events, or uncertainties that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results is set forth throughout this Report.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rules 13a-15(b) and 15-d-15(b) under the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures”, as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, and due to the lack of segregation of duties due to small Company staff size, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ~~effective~~ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. To address the deficiency, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2022~~2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.

30Management identified control deficiencies regarding the lack of segregation of duties due to small staff size and the need for a stronger internal control environment. The small size of the Company’s staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. The Company added additional resources and internal controls to help mitigate the above deficiency.

Management previously identified control deficiencies regarding the lack of segregation of duties due to small staff size and the need for a stronger internal control environment. The small size of the Company’s staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. The Company hired a Chief Financial Officer, Mr. Prasad Tare, in June 2021 and added additional internal controls to help mitigate the above prior deficiency.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15f of the Exchange Act) that occurred during the ~~quarter~~year ended December 31, ~~2022~~2023 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Internal Controls

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

No Attestation Report by Independent Registered Accountant

The effectiveness of our internal control over financial reporting as of December 31, ~~2022~~2023 has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLORES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The following table sets forth the names and ages of the members of our board of directors and our executive officers and the positions held by each.

Name	Age	Position
T. Riggs Eckelberry	7172	Chief Executive Officer, Chairman of the Board of Directors, Secretary, Treasurer, and President
Prasad Tare	4849	Chief Financial Officer
Tom Marchesello	5354	Chief Operating Officer
Anthony Fidaleo	6465	Director
Jean-Louis Kindler	6061	Director
Byron Elton	6869	Director

T. Riggs Eckelberry - Chief Executive Officer, Chairman of the Board of Directors, Secretary, Treasurer, and President

Mr. Eckelberry has served as our Chief Executive Officer, Chairman, Secretary, Treasurer, and President since our inception in June 2007. As co-founder, Mr. Eckelberry brings his veteran technology management skills to the Blue Technology sector. As President and COO of CyberDefender Corporation from 2005 to 2006, he was instrumental in building the company and its innovative product line, helping to achieve initial funding and a NASDAQ IPO. From 2001 to mid-2005, he helped launch and turn around technology companies as founder and President of TechTransform, a technology consulting firm. In 2004, he was a key member of the team that commercialized YellowPages.com, resulting in its sale for $100 million to SBC/BellSouth. In 2003, he helped make Panda Software a key player in the US market as the General Manager of its US unit. During the high-tech boom of the 1990s, he was responsible for the global brand success of the software product, CleanSweep; as Chief Operating Officer of MicroHouse Technologies, he helped to achieve a successful sale of the company to Earthweb; and he was a key member of the team that sale of venture-backed TriVida to what is now a division of ValueClick: (VCLK). During Mr. Eckelberry’s early career in the non-profit sector, he received a master’s license for oceangoing vessels. As one of the founders of the Company and a veteran executive, Mr. Eckelberry’s experience and qualifications are essential to the board of directors.

Prasad Tare – Chief Financial Officer

Mr. Tare was named CFO in June 2021. Mr. Tare brings 15+ years of experience in public accounting, financial reporting, risk and internal controls advisory services. His skillset includes company-wide risk assessments to improve focus to critical areas as well as more efficient and effective audit activities. Mr. Tare started his career with PwC India, where he was part of the financial statements’ assurance teams for various multi-national companies. In 2004, he moved to the United States where he has worked for top regional and national public accounting and consulting firms. He also led external audit engagements for large public companies like Steve Madden, The United Retail Group, and Double-Take Software.

Tom Marchesello – Chief Operating Officer

Mr. Marchesello was named COO in June 2019. For the five years prior to joining the Company, Mr. Marchesello operated as an executive-level Business Consultant, specializing in environmental, social and governance (ESG) corporate strategy, operations, & investor relations to private-equity funded portfolio companies in high technology & industrial manufacturing industries. Prior to that, he was Director of M&A with Bainbridge. Mr. Marchesello served in the U.S. Air Force as a Captain at Air Force Space Command headquarters, leading aerospace operations and strategic planning for satellite communications, earth science monitoring and Geographic Information (GIS) and Positioning (GPS) Systems. After leaving the service, Mr. Marchesello worked in finance and high technology operations for 20 years with such companies as Sony Electronics, Thompson Reuters, Morgan Stanley, Bainbridge and CME Group. Mr. Marchesello holds a BS in Finance from Pennsylvania State University and an MBA from San Diego State University and holds US Patent #7,613,634, for performing Electronic Retailing. He received two Air Force Achievement Medals, two Air Force Commendation Medals and a Gulf War Service Medal.

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Anthony Fidaleo – Director

Mr. Fidaleo has served as our director since June 2012. Mr. Fidaleo has run his own accounting and consulting practice since 1992, primarily as an acting Chief Financial Officer or Senior Consultant for publicly traded companies ranging from start-ups to Fortune 500 companies. From November 2005 to February 2009 Mr. Fidaleo was the Chief Financial Officer, Chief Operating Officer, Executive Vice President and Member of the Board of Directors and Operating Committee for iMedia International, Inc. an early stage publicly traded interactive content solutions company. Mr. Fidaleo is a California CPA (inactive) and was in public accounting from 1982 through 1992, primarily with BDO Seidman, LLP where he attained the level of audit senior manager. Mr. Fidaleo holds a B.S. degree in Accounting from California State University at Long Beach. Mr. Fidaleo’s accounting and financial experience qualifies him to serve as a member of our board of directors.

Jean-Louis Kindler – Director

Mr. (“JL”) Kindler has served as our director since December 2013. As President of OriginClear Technologies, he led the commercialization of OriginClear’s breakthrough water treatment technology. Since 2019, he has been the CEO of Clean Energy Enterprises Inc., established to commercialize the Blue Tower biomass-to-hydrogen system he helped develop two decades ago in Japan. Mr. Kindler is a veteran of 25 years as both a top executive and engineer in environmental technologies. Before OriginClear, JL was co-founder and Chief Technology Officer of Ennesys, the company’s French joint venture, where he designed its patent-pending waste-to-energy system. Earlier, as founding CEO of MHS Equipment, a French nanotechnologies equipment manufacturing firm (42 M€, 360 employees in 2008), he led the development of a breakthrough fuel cell process. And earlier still, his twenty-year career in Japan gave him unique insight into fast-growing Asian markets. There, as principal of technology incubator Pacific Junction, JL completed various assignments. These included technology sourcing for the French industrial group GEC-Altshom, building the first commercial unit of the Blue Tower (to which he has recently returned in its now-fourth generation), and market development for a fluids mixing technology that helped inspire early OriginClear inventions. Mr. Kindler holds a Master’s in Economics and Public Policy from the Institute of Political Science in Lyon, France, and an MBA in International Management in Paris. Mr. Kindler’s executive and management experience, and past involvement in the company’s technology and operations, qualifies him to serve as a member of our board of directors.

Byron Elton – Director

Mr. Elton has served as our director since January 2014. Mr. Elton is an experienced media and marketing executive with a proven record in pioneering new business development strategies and building top-flight marketing organizations. Since June 2018, he has been President of Elton Enterprises, Inc., which is involved in the wellness, fitness and health sector. Elton is currently opening six StretchLab Studios in the Los Angeles and Seattle markets (stretchlab.com). He is a co-founder since June 2017 of Pardue Associates, operating monsho, a brand-centric, creative communications agency focused on delivering results. From 2013 to 2017, Mr. Elton was a partner of Clear Search, an executive search firm. Prior to that, from 2009 until 2013, Mr. Elton served as President and Chief Executive Officer of Carbon Sciences, Inc. (“Carbon Sciences”) (OTCBB: CABN) and has served as Chairman of Carbon Sciences since March 2009. Carbon Sciences is an early stage company developing a technology to convert earth destroying carbon dioxide into a useful form that will not contribute to greenhouse gas. Mr. Elton previously served as Senior Vice President of Sales for Univision Online from 2007 to 2008. Mr. Elton also served for eight years as an executive at AOL Media Networks from 2000 to 2007, where his assignments included Regional Vice President of Sales for AOL and Senior Vice President of E-Commerce for AOL Canada. His broadcast media experience includes leading the ABC affiliate in Santa Barbara, California in 1995 to 2000 and the CBS affiliate in Monterrey, California, from 1998 to 1999, in addition to serving as President of the Alaskan Television Network from 1995 to 1999. Mr. Elton studied Advertising and Marketing Communications at Brigham Young University. Mr. Elton’s executive and management experience qualifies him to serve as a member of our board of directors.

Family Relationships

There are no family relationships among any of our directors and executive officers.

Legal Proceedings

During the past ten years, none of our directors or executive officers has been:

●

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

●

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

●

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

●

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

●

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

●

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Election of Directors

Our directors hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

Board Independence

We currently have four directors serving on our board of directors. We are not a listed issuer and, as such, are not subject to any director independence standards. Using the definition of “independent director,” as defined by Section 5605(a)(2) of the rules of the NASDAQ Capital Market, Anthony Fidaleo, Jean-Louis Kindler and Byron Elton would be considered independent directors.

Board of Directors Meetings and Attendance

The Board of Directors held four meetings in ~~2022~~2023, as well as acted by unanimous written consent. All Board members were present at all of the meetings. We have no formal policy regarding director attendance at the annual meeting of stockholders.

Committees of the Board of Directors

We have established an audit committee and compensation committee however we have not yet nominated any members to such committees. To date, our entire board has performed all of the duties and responsibilities which might be contemplated by a committee.

Code of Ethics

We have adopted a code of business conduct and ethics that applies to all our directors, officers (including our Chief Executive Officer, Chief Financial Officer and any person performing similar functions) and employees. ~~Our Code of Ethics was filed previously with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on May 21, 2021.~~ We have made our Code of Ethics available on our website at https://www.originclear.com/investing#codeofethics.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in our best interests and our shareholders to combine these roles. Mr. Eckelberry has served as our Chairman since our inception in 2007. Due to the small size of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined. Our board of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks.

Our board of directors focuses on the most significant risks facing us and our general risk management strategy, and also ensures that risks undertaken by us are consistent with the Board’s appetite for risk. While the Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the compensation to our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer for the years ended ~~2022~~2023 and ~~2021~~2022:

Name and Principal		Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
		Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
Position	Year	($)		($)		($)		($)		($)		($)		($)		($)
Name and Principal Position	Year	($)		($)		($)		($)		($)		($)		($)		($)
T. Riggs Eckelberry,	~~2022~~2023		~~360~~370,000		-50,000		-		-		-		-		3,000	~~363,000~~	423,000
Chairman of the Board, Secretary & Treasurer, President and CEO	~~2021~~2022		360,000		~~32,500~~-		-		-		-		-		3,000	~~395,500~~	363,000
Prasad Tare, (1)	~~2022~~2023		180,000		1018,~~000~~750		-		-		-		-		3,000	~~193,000~~	201,750
Chief Financial Officer	~~2021~~2022		98180,~~864~~000		1510,000		-		-		-		-		13,~~250~~000	~~115,114~~	193,000
Tom Marchesello,	~~2022~~2023		150,000		-		-		-		-		-		-	~~150,000~~	150,000
Chief Operating Officer	~~2021~~2022		150,000		-		-		-		-		-		-	~~150,000~~	150,000

~~(1) Mr. Tare was appointed Chief Financial Officer in June 2021.~~28

Outstanding Equity Awards at ~~2022~~2023 Fiscal Year-End

There were no stock ~~option~~options ~~plans~~ outstanding as of December 31, ~~2022~~2023.

Employment Agreements

We currently do not have an employment agreement with our Chief Executive Officer, Mr. Eckelberry, who iswas paid an annual salary of $360,000, increased to $420,000 as of November 1, 2023. Bonus payments, if any, are determined by the Board of Directors. For the year ended 2023, our Chief Executive Officer received a bonus in the amount of $50,000. We currently do not have an employment agreement with our Chief Financial Officer, Mr. Tare who is paid an annual salary of $180,000. For the year ended ~~2022~~2023, our Chief Financial Officer received a bonus in the amount of $1018,~~000~~750. We currently do not have an employment agreement with our Chief Operating Officer, Mr. Marchesello, who is paid an annual salary of $150,000.

Employee Benefit Plans

Beginning June 1, 2008, we implemented a company health plan for our employees.

Compensation of Directors

Our current directors presently do not receive monetary compensation for their service on the board of directors. Directors may receive compensation for their services in the future and reimbursement for their expenses as shall be determined from time to time by resolution of the board of directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets ~~forth~~ forth certain information regarding the beneficial ownership of our common stock as of April 1417, ~~2023~~2024, by (i) each director, (ii) each ~~named~~ named executive officer, (iii) all directors and executive officers as a group, and (iv) each person who beneficially owns more than five percent of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC. The percentage ownership of each beneficial owner is based on 1,~~118~~517,~~939~~699,~~374~~125 outstanding shares of common stock. Except as indicated, each person listed below has sole voting and investment power with respect to the shares set forth opposite such person’s name.

Name and Title of Beneficial Owner (1)	Number of Shares Beneficially Owned		Percentage of Shares
T. Riggs Eckelberry, Chief Executive Officer, Chairman, Secretary, Treasurer, President (2)		24,~~754~~657,~~076~~515		*
Tom Marchesello, Chief Operating Officer		2,637,223		*
Prasad Tare, Chief Financial Officer		1,903,439		*
Tom Marchesello, Chief Operating Officer		4,540,662		*
Anthony Fidaleo, Director		168		*
Byron Elton, Director		166		*
Jean-Louis Kindler, Director		1		*
Directors and executive officers as a group (5 persons)		511,~~391~~101,~~636~~951		*
Ronald Von Soosten		101,~~673~~700,~~335~~224		96.18	%
R. Ivan Anzulovich		69,177,389		6.2	%
Marc Stevens		107,988,978		7.2	%
Stephen St Angelo		77,943,662		5.2	%

*	Less than 1%

(1)	The address of each director and named executive officer listed above is c/o OriginClear, Inc., 13575 58th Street North, Suite 200, Clearwater, FL 33760.

(2) Mr. Eckelberry also owns all the 1,000 ~~shares~~ outstanding shares of our Series C preferred stock which entitles Mr. Eckelberry to 51% of the total voting power on all shareholder matters of the Company. The ownership of these shares is conditioned on the holder’s continued position as CEO.

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On March 15, 2017, the Company filed a Certificate of Designation for its Series C preferred stock with the Secretary of State of Nevada (the “Certificate of Designation”) designating 1,000 shares of its authorized preferred stock as Series C preferred stock. The shares of Series C preferred stock have a par value of $0.0001 per share. The Series C preferred shares do not have a dividend rate or liquidation preference and are not convertible into shares of common stock.

For so long as any shares of the Series C preferred stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have voting power equal to 51% of the total vote (representing a super majority voting power) on all shareholder matters of the Company. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series C preferred stock.

The shares of the Series C preferred stock shall be automatically redeemed by the Company at their par value on the first to occur of the following triggering events: (i) on the date that Mr. Eckelberry ceases, for any reason, to serve as officer, director or consultant of the Company, or (ii) on the date that the Company’s shares of common stock first trade on any national securities exchange provided that the listing rules of any such exchange prohibit preferential voting rights of a class of securities of the Company, or listing on any such national securities exchange is conditioned upon the elimination of the preferential voting rights of the Series C preferred stock set forth in the Certificate of Designation.

Equity Compensation Plan Information

There were no stock option incentive plans outstanding as of December 31, ~~2022~~2023.

Except as set forth in Item 11 under “Executive Compensation,” ~~and Note 8 under “Loan Payable – Related Party”~~, since January 1, 2020 , there has not been, nor is there any proposed transaction where we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any director, executive officer, holder of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The following table shows fees that were billed by our independent registered public accounting firm for professional services rendered, including services rendered for Company subsidiaries, in ~~2022~~2023 and ~~2021~~2022. Audit fees represent fees for professional services performed by M&K CPAS, PLLC (“M&K”) for the audit of our financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements. We engaged M&K as our independent registered public accounting firm on September 30, 2019.

Fiscal Year	Audit Fees		Audit- Related Fees		Tax Fees		All Other Fees
2022 – M&K CPAS, PLLC	$	94,323	$	-	$	-	$	-
2023 – M&K CPAS, PLLC	$	113,250	$	-	$	-	$	-
2021 – M&K CPAS, PLLC	$	86,525	$	-	$	-	$	-
2022 – M&K CPAS, PLLC	$	98,550	$	-	$	-	$	-

Audit-Related Fees

We did not incur assurance and audit-related fees during ~~2022~~2023 and ~~2021~~2022, to M&K CPAS, as applicable, nor in connection with the audit of our financial statements for the reviews of registration statements and issuance of related consents and assistance with SEC comment letters except for fees incurred relating to Company’s regulation A offering included in Audit Fees above.

Tax Fees

We did not incur fees for tax compliance, tax advice, or tax planning for the fiscal years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

All Other Fees

There were no fees billed to us by M&K CPAS, as applicable, for services rendered to us during the fiscal years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively, other than the services described above under “Audit Fees” and “Audit-Related Fees.”

As of the date of this filing, our current policy is to not engage our independent registered public accounting firm to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage our independent registered public accounting firm to provide audit and other assurance services, such as review of SEC reports or filings, as set forth above.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

SEC Ref. No.
3.1		Articles of Incorporation of OriginOil, Inc. filed with the Secretary of State of Nevada on June 1, 2007 (1)
3.2		Certificate of Change of OriginOil, Inc. filed with the Secretary of State of Nevada on July 19, 2011 (2)
3.3		Certificate of Amendment of OriginOil, Inc. filed with the Secretary of State of Nevada on June 14, 2012 (3)
3.4		By-laws of OriginOil, Inc. (1)
3.5		Form of Certificate of Amendment of OriginOil, Inc. filed with the Secretary of State of Nevada on August 14, 2014 (4)
3.6		Certificate of Amendment of OriginOil, Inc. (5)
3.7		Series A Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on October 1, 2015 (6)
3.8		Certificate of Designation of Series A Preferred Stock (6)
3.8		Series B Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on October 1, 2015 (6)
3.9		Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on March 29, 2016 (7)
3.10		Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on August 12, 2016 (8)
3.11		Series C Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on March 15, 2017 (9)
3.12		Certificate of Withdrawal of Certificate of Designation of Series A Preferred Stock of OriginClear, Inc. filed with the Secretary of State of Nevada on March 30, 2017 (10)
3.13		Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on April 7, 2017 (11)
3.14		Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on June 30, 2017 (12)
3.15		Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on December 1, 2017 (13)
3.16		Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on April 13, 2018 (17)
3.17		Series D Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on April 13, 2018 (17)
3.18		Series D-1 Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on April 13, 2018 (17)
3.19		Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on August 13, 2018 (18)
3.20		Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the 0% Series E Convertible Preferred Stock (19)
3.21		Certificate of Designation Establishing the Designations, Preferences, Limitations and Relative Rights of its Series F Preferred Stock (19)
3.22		Certificate of Designation of Series G Preferred Stock (20)
3.23		Certificate of Designation of Series I Preferred Stock (21)
3.24		Certificate of Designation of Series J Preferred Stock (21)
3.25		Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on April 23, 2019 (29)
3.26		Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada and effective October 25, 2019 (22)
3.27		Certificate of Designations of Series K Preferred Stock (23)
3.28		Certificate of Designations of Series L Preferred Stock (23)
3.29		Amended and Restated Certificate of Designations of Series M Preferred Stock (24)
3.30		Certificate of Designations of Series O Preferred Stock (25)
3.31		Certificate of Designations of Series P Preferred Stock (25)
3.32		Certificate of Designation of Series Q Preferred Stock (26)
3.33		Certificate of Designation of Series R Preferred Stock (27)
3.34		Certificate of Designation of Series S Preferred Stock (28)
3.35		Certificate of Designation of Series T Preferred Stock (14)
3.36		Certificate of Designation of Series U Preferred Stock (15)
3.37		Fourth Amended and Restated Certificate of Designation of Series V Preferred Stock (30)
3.38		Certificate of Designation of Series W Preferred Stock (16)
3.39		Certificate of Amendment to Articles of Incorporation (29)
3.40		Certificate of Designation of Series X Preferred Stock (31)
3.41		Certificate of Designation of Series Y Preferred Stock (32)
3.42		Certificate of Designation of Series Z Preferred Stock (33)
4.1		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act*
21.1		Subsidiaries of the Registrant*
31.1		Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
31.2		Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
32.1		Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
32.2		Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
101		The following materials from OriginClear Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statement of Shareholders’ Equity/ (Deficit), (iv) the Consolidated Statements of Cash Flow, and (iv) Notes to Consolidated Financial Statements tagged as blocks of text.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3.18		Series D-1 Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on April 13, 2018 (17)
3.19		Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on August 13, 2018 (18)
3.20		Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the 0% Series E Convertible Preferred Stock (19)
3.21		Certificate of Designation Establishing the Designations, Preferences, Limitations and Relative Rights of its Series F Preferred Stock (19)
3.22		Certificate of Designation of Series G Preferred Stock (20)
3.23		Certificate of Designation of Series I Preferred Stock (21)
3.24		Certificate of Designation of Series J Preferred Stock (21)
3.25		Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on April 23, 2019 (29)
3.26		Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada and effective October 25, 2019 (22)
3.27		Certificate of Designations of Series K Preferred Stock (23)
3.28		Certificate of Designations of Series L Preferred Stock (23)
3.29		Amended and Restated Certificate of Designations of Series M Preferred Stock (24)
3.30		Certificate of Designations of Series O Preferred Stock (25)
3.31		Certificate of Designations of Series P Preferred Stock (25)
3.32		Certificate of Designation of Series Q Preferred Stock (26)
3.33		Certificate of Designation of Series R Preferred Stock (27)
3.34		Certificate of Designation of Series S Preferred Stock (28)
3.35		Certificate of Designation of Series T Preferred Stock (14)
3.36		Certificate of Designation of Series U Preferred Stock (15)
3.37		Fourth Amended and Restated Certificate of Designation of Series V Preferred Stock (30)
3.38		Certificate of Designation of Series W Preferred Stock (16)
3.39		Certificate of Amendment to Articles of Incorporation (29)
3.40		Certificate of Designation of Series X Preferred Stock (31)
3.41		Certificate of Designation of Series Y Preferred Stock (32)
4.1		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act*
21.1		Subsidiaries of the Registrant*
31.1		Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
31.2		Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
32.1		Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
32.2		Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
101		The following materials from OriginClear Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statement of Shareholders’ Equity/ (Deficit), (iv) the Consolidated Statements of Cash Flow, and (iv) Notes to Consolidated Financial Statements tagged as blocks of text.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith

**	Furnished herewith

(1)	Incorporated by reference to the Company’s Form SB-2 filed with the SEC on December 11, 2007.
(2)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2011.

3931

(3)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2012.
(4)	Incorporated by reference to the Company’s Current Report on Form 10-Q filed with the SEC on August 14, 2014.
(5)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2015.
(6)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2015.
(7)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on April 4, 2016.
(8)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2016 filed with the SEC on August 15, 2016.
(9)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2017.
(10)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2017.
(11)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2017.
(12)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2017.
(13)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2017.
(14)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2021.
(15)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2021.
(16)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2021.
(17)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed for the Fiscal Year ended December 31, 2017 filed with the SEC on April 17, 2018.
(18)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2018 and filed with the SEC on August 14, 2018.
(19)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2018.
(20)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 22, 2019.
(21)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2019.
(22)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2019.
(23)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019 filed with the SEC on August 19, 2019.
(24)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2020 filed with the SEC on July 6, 2020.
(25)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2020.
(26)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 27, 2020.
(27)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2020 filed with the SEC on November 23, 2020.
(28)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2021.
(29)	Incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2018 filed with the SEC on April 25, 2019.
(30)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2021.
(31)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2021.
(32)	Incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2022 filed with the SEC on April 7, 2022.
(33)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2022.

4032

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.

	ORIGINCLEAR, INC.

	By:	/s/ T Riggs Eckelberry
		T Riggs Eckelberry
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Prasad Tare
		Prasad Tare
		Chief Financial Officer

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

Date: April 17, 2023	By:	/s/ T Riggs Eckelberry
Date: April 18, 2024	By:	/s/ T Riggs Eckelberry
		T Riggs Eckelberry
		Director and Chief Executive Officer

Date: April 17, 2023	By:	/s/ Prasad Tare
Date: April 18, 2024	By:	/s/ Prasad Tare
		Prasad Tare
		Chief Financial Officer

Date: April 17, 2023	By:	/s/ Anthony Fidaleo
Date: April 18, 2024	By:	/s/ Anthony Fidaleo
		Anthony Fidaleo
		Director

Date: April 17, 2023	By:	/s/ Jean-Louis Kindler
Date: April 18, 2024	By:	/s/ Jean-Louis Kindler
		Jean-Louis Kindler
		Director

Date: April 17, 2023	By:	/s/ Byron Elton
Date: April 18, 2024	By:	/s/ Byron Elton
		Byron Elton
		Director

4133

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm PCAOB ID Number 2738		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Shareholders’ Deficit		F-5
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements - Audited		F-8

F-1

~~Report~~REPORT ofOF ~~Independent~~INDEPENDENT ~~Registered~~REGISTERED ~~Public Accounting~~PUBLIC ~~Firm~~ACCOUNTING FIRM

To the Board of Directors and
Stockholders of OriginClear, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of OriginClear, Inc. (the Company) as of December 31, ~~2022~~2023 and ~~2021~~2022, and the related consolidated statements of operations, stockholders’ ~~equity (~~deficit), and cash flows for each of the years in the two-year period ended December 31, ~~2022~~2023, and the related ~~consolidated~~ consolidated notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2022~~2023, in conformity with accounting principles generally ~~accepted~~ accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue as a going concern. Management’'s plans regarding those matters are also described in Note 1. The consolidated financial statements do do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matter

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

AsRevenue discussed in Note 3 and 4 to the financial statements, the Company had complex financing transactions due to the issuance of multiple series of preferred stock during the year, attached dividends and warrants, and differing terms on each class of stock, resulting in multiple placements of the different series throughout the balance sheet.Recognition

~~Auditing~~As ~~management’s~~discussed in Note 2, the Company recognizes revenue ~~evaluation~~upon transfer of ~~these~~control ~~transactions~~of ~~can~~promised beservices ~~complex~~to ~~due~~customers toin an amount that reflects the ~~unusual~~consideration ~~nature~~the ofCompany ~~these~~expects ~~transactions~~to receive in exchange for those products or services.

ToAuditing ~~evaluate~~management’s ~~the~~evaluation ~~appropriateness~~ of ~~the~~agreements with ~~instrument’s~~customers ~~classification,~~involves wesignificant ~~examined~~judgment, ~~and~~given ~~evaluated~~ the ~~agreement~~fact ~~along~~that ~~with~~some agreements require management’s evaluation and allocation of the ~~key terms~~standalone ~~and~~transaction ~~management’s~~prices ~~disclosure~~to of the ~~transactions~~performance obligations.

To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2019.

~~Houston~~The Woodlands, TX

April 17 18, ~~2023~~2024

F-2

ORIGINCLEAR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31, 2022			December 31, 2021
	December 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash	$	~~636~~114,~~024~~640		$	~~141~~790,~~421~~697
Restricted cash		718,790			565,000
Fair value investment in securities		36,166			27,125
Contracts receivable, net allowance of $17,315 and $0, respectively		2,479,123			2,150,967
Prepaid expenses		-			25,000
Fair value investment in securities		27,125			198,918
Current assets held-for-sale		2,338,798			4,522,731
Contract assets		1,479,491			378,932
TOTAL CURRENT ASSETS		2,489,604			5,365,553
Inventory assets		-			2,850
Net property and equipment		143,366			169,683
Prepaid expenses		25,000			13,111
Net property and equipment held-for-sale		3,370			7,386
TOTAL CURRENT ASSETS		5,365,553			3,451,199
NET PROPERTY AND EQUIPMENT		146,736			177,069
NET PROPERTY AND EQUIPMENT		177,069			213,391
OTHER ASSETS
Long term assets held for sale		~~400,000~~-			~~514~~400,000
SPAC Class B common shares purchase cost		400,000			-
Receivable on sale of asset		99,000			-
Fair value investment-securities		23,~~400~~200			172,~~600~~400
Trademark		4,467			4,467
TOTAL OTHER ASSETS		806,867			536,067
Non-current assets held for sale		400,000			400,000
TOTAL ASSETS	$	6,349,489		$	4,200,657
TOTAL OTHER ASSETS		506,667			806,867
TOTAL ASSETS	$	3,143,007		$	6,349,489
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and other payable	$	3647,~~784,747~~483		$	1791,~~452,229~~157
Accrued expenses		1,~~633~~774,~~904~~513			1,~~533~~591,~~404~~386
Cumulative preferred stock dividends payable		~~415~~523,~~597~~403			~~356~~415,~~728~~597
Contract liabilities		932,458			1,886,946
Customer deposit		2,950			2,950
Capital lease, current portion		-			7,985
Secured Loans payable		30,646			30,646
Tax liability 83(b)		15,600			-
Loan payable, SBA		147,217			149,790
Customer deposit		146,453			146,453
Derivative liabilities		7,742,759			9,578,904
Warranty reserve		20,000			20,000
Series F 8% Preferred Stock, 60 and 60 shares issued and outstanding, respectively, redeemable value of $60,000 and $60,000 respectively		60,000			60,000
Loan payable, merchant cash advance		30,646			80,646
Loans payable, SBA		149,790			150,000
Derivative liabilities		9,578,904			6,526,129
Series F 8% Preferred Stock, 60 and 160 shares issued and outstanding, redeemable value of $60,000 and $160,000 respectively		60,000			160,000
Series F 8% Preferred Stock, 0 and 100 shares issued and outstanding, respectively redeemable value of $0 and $100,000 respectively		-			100,000
Series G 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively, redeemable value of $25,000 and $25,000, respectively		25,000			25,000
Series I 8% Preferred Stock, 25 and 235 shares issued and outstanding, respectively, redeemable value of $25,000 and $235,000, respectively		25,000			235,000
Series I 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively, redeemable value of $25,000 and $25,000, respectively		25,000			25,000
Series K 8% Preferred Stock, 407.15 and 580.65 shares issued and outstanding, respectively, redeemable value of $407,150 and $580,650, respectively		407,150			580,650
Series K 8% Preferred Stock, 307.15 and 407.15 shares issued and outstanding, respectively, redeemable value of $307,150 and $407,150, respectively		307,150			407,150
Convertible secured promissory note (Note 5)		1,347,500			-
Convertible secured promissory notes (Note 5)
Convertible promissory notes, net of discount of $0 and $3,743, respectively		1,037,983			3,016,037
Convertible promissory notes, net of discount of $0 and $0, respectively (Note 5)		2,472,944			1,037,983
Total Current Liabilities		19,610,732			16,277,207
Current liabilities held-for-sale		20,980,431			5,495,169
Total Current Liabilities		34,739,496			19,610,732
Long Term Liabilities
Convertible promissory notes, net of discount of $0 and $0, respectively		1144,~~888,772~~747			621,~~275~~888,772
Total Long Term Liabilities		1144,~~888,772~~747			621,~~275~~888,772
Total Liabilities		2134,~~499~~884,~~504~~243			1621,~~339~~499,~~482~~504
COMMITMENTS AND CONTINGENCIES (See Note 11)
COMMITMENTS AND CONTINGENCIES (See Note 13)
Series J Convertible Preferred Stock, 210 and 215 shares of issued and outstanding, respectively, redeemable value of $210,000 and $215,000, respectively		210,000			215,000
Series J Convertible Preferred Stock, 210 and 210 shares issued and outstanding, respectively, redeemable value of $210,000 and $210,000, respectively		210,000			210,000
Series L Convertible Preferred Stock, 320.495 and 609.825 shares of issued and outstanding, respectively redeemable value of 320,495 and 609.825, respectively		320,495			609,825
Series L Convertible Preferred Stock, 320,495 and 320,495 shares issued and outstanding, respectively, redeemable value of $320,495 and $320,495, respectively		320,495			320,495
Series M Preferred Stock, 40,300 and 40,300 shares issued and outstanding, respectively, redeemable value of $1,007,500 and $1,007,500, respectively		1,007,500			1,007,500
Series O 8% Convertible Preferred Stock, 230 and 615 shares issued and outstanding, respectively, redeemable value of $230,000 and $615,000, respectively		230,000			615,000
Series O 8% Convertible Preferred Stock, 190 and 230 shares issued and outstanding, respectively, redeemable value of $190,000 and $230,000, respectively		190,000			230,000
Series P Convertible Preferred Stock, 30 and 57.5 shares issued and outstanding, respectively redeemable value of $30,000 and $57,500, respectively		30,000			57,500
Series P Convertible Preferred Stock, 30 and 30 shares issued and outstanding, respectively, redeemable value of $30,000 and $30,000, respectively		30,000			30,000
Series Q 12% Convertible Preferred Stock, 615 and 515 shares issued and outstanding, respectively, redeemable value of $615,000 and $515,000, respectively		615,000			515,000
Series Q 12% Convertible Preferred Stock, 420 and 615 shares issued and outstanding, respectively, redeemable value of $420,000 and $615,000, respectively		420,000			615,000
Series R 12% Convertible Preferred Stock, 2,828 and 3,432.267 shares issued and outstanding, respectively, redeemable value of $2,828,000 and $3,432,267, respectively		2,828,000			3,432,267
Series R 12% Convertible Preferred Stock, 1,608 and 2,828 shares issued and outstanding, respectively, redeemable value of $1,608,000 and $2,828,000, respectively		1,608,000			2,828,000
Series S 12% Convertible Preferred Stock, 170 and 170 shares issued and outstanding, respectively, redeemable value of $170,000 and $170,000, respectively		170,000			170,000
Series S 12% Convertible Preferred Stock, 120 and 170 shares issued and outstanding, respectively, redeemable value of $120,000 and $170,000, respectively		120,000			170,000
Series T 10% Convertible Preferred Stock, 0 and 630, respectively, redeemable value of $0 and $630,000, respectively		-			630,000
Series U Convertible Preferred Stock, 270 and 385 shares issued and outstanding, respectively, redeemable value of $270,000 and $385,000, respectively		270,000			385,000
Series U Convertible Preferred Stock, 385 and 1,066.5, respectively, redeemable value of $385,000 and $1,066,500, respectively		385,000			1,066,500
Series W 12% Convertible Preferred Stock, 886.5 and 819.5 shares issued and outstanding, respectively, redeemable value of $886,500 and $819,500, respectively		886,500			819,500
Series V Convertible Preferred Stock, 0 and 4, respectively, redeemable value of $0 and $400,000, respectively		-			400,000
Series X Convertible Preferred Stock, 0 and 250 shares issued and outstanding, respectively, redeemable value of $0 and $250,000, respectively		-			250,000
Series W 12% Convertible Preferred Stock, 819.5 and 744.5, respectively, redeemable value of $819,500 and $744,500, respectively		819,500			744,500
Series Y Convertible Preferred Stock, 24.6 and 37.51 shares issued and outstanding, respectively, redeemable value of $2,460,227 and $3,751,277, respectively		2,460,227			3,751,277
Series X Convertible Preferred Stock, 250 and 250, respectively, redeemable value of $250,000 and $250,000, respectively		250,000			250,000
Series Z Convertible Preferred Stock, 0 and 250 shares issued and outstanding, respectively, redeemable value of $0 and $250,000, respectively		-			250,000
Series Y Convertible Preferred Stock, 3751.277 and 470, respectively, redeemable value of $3,751,277 and $470,000, respectively		3,751,277			470,000
		7,522,722			10,866,772
Series Z Convertible Preferred Stock, 250 and 0, respectively, redeemable value of $250,000 and $0, respectively		250,000			-
		10,866,772			10,183,092
SHAREHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 550,000,000 shares authorized
Preferred stock, $0.0001 par value, 600,000,000 shares authorized
1,475 shares of Series A issued and outstanding, respectively		-			-
1,000 and 1,000 shares of Series C issued and outstanding, respectively		-			-
1,000,100 shares of Series C issued and outstanding, respectively		-			-
31,500,000 and 31,500,000 shares of Series D-1 issued and outstanding, respectively		3,150			3,150
0 and 1,537,213 shares of Series E issued and outstanding, respectively		-			154
Subscription payable for purchase of equipment		100,000			100,000
Preferred treasury stock,1,000 and 1,000 shares outstanding, respectively		-			-
Common stock, $0.0001 par value, 16,000,000,000 shares authorized 1,013,369,185 and 306,883,932 equity shares issued and outstanding, respectively		101,337			30,688
Common stock, $0.0001 par value, 16,000,000,000 shares authorized 1,399,782,046 and 1,013,369,185 equity shares issued and outstanding, respectively		139,978			101,337
Additional paid in capital - Common stock		8281,~~745~~949,~~503~~274			7582,~~720~~745,~~147~~503
Noncontrolling Interest		(2,239,493	)		-
Accumulated other comprehensive loss		(132	)		(132	)
Accumulated deficit		(~~108~~119,~~966~~216,~~645~~735	)		(98108,~~175~~966,~~924~~645	)
TOTAL SHAREHOLDERS’ DEFICIT		(2639,~~016~~263,~~787~~958	)		(2226,~~321~~016,~~917~~787	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	63,~~349~~143,~~489~~007		$	46,~~200~~349,~~657~~489

The accompanying notes are an integral part of these ~~audited~~unaudited condensed consolidated financial statements

F-3

ORIGINCLEAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

	Years Ended
	Twelve Months Ended
	December 31, 2022			December 31, 2021
	December 31, 2023			December 31, 2022
Sales	$	1026,~~376,573~~292		$	426,~~143,744~~292
Cost of Goods Sold		~~8,881,276~~-			~~3,574,060~~-
Gross Profit		126,~~495,297~~292			~~569~~26,~~684~~292
Operating Expenses
Selling and marketing expenses		2,~~727~~382,~~030~~753			2,~~841~~618,~~331~~083
General and administrative expenses		43,~~459~~018,~~763~~782			3,~~612~~215,~~988~~934
Impairment of receivable from SPAC		737,267			-
Impairment of asset for sale		-			114,000
Impairment of asset for sale		114,000			116,000
Depreciation and amortization expense		26,317			30,398
Depreciation and amortization expense		39,959			44,817
Total Operating Expenses		5,427,852			5,978,415
Total Operating Expenses		8,078,019			6,615,136
Loss from Operations		(5,401,560	)		(5,952,123	)
Loss from Operations		(6,582,722	)		(6,045,452	)
OTHER INCOME (EXPENSE)
Other income		352,827			509,806
Impairment of receivable from SPAC		(50,000	)		-
Gain on write off of loans payable		75218,~~000~~064			~~152~~75,~~233~~000
Gain (Loss) on conversion of preferred stock		(434,380	)		(1,364,250	)
Unrealized gain (loss) on investment securities		9,842			(186,994	)
Loss on exchange of preferred stock		-			(40,000	)
Gain (Loss) on conversion of preferred stock		-			(434,380	)
Unrealized Gain (Loss) on investment securities		(186,994	)		58,651
Cash settlement for non-conversion of common stock		-			(13,500	)
Cash settlement for non-conversion of common stock		(13,500	)		-
Gain (Loss) on redemption of common stock		7,499,390			-
Gain (Loss) on net change in derivative liability and conversion of debt		(31,~~052~~836,~~775~~145	)		5(3,~~838~~052,~~830~~775	)
Interest and dividend expense		(~~948~~806,~~177~~188	)		(1901,~~227,599~~623	)
TOTAL OTHER (EXPENSE) INCOME		(48,~~207~~707,~~999~~253	)		3(4,~~927~~514,~~671~~272	)
NET INCOME (LOSS)	$	(10,790,721	)	$	(2,117,781	)
Net income (loss) from continued operations		3,305,693			(10,466,395	)
WARRANTS DEEMED DIVIDENDS		-			(2,037,849	)
Net loss from assets held-for-sale		(14,931,476	)		(324,326	)
NET (LOSS) ATTRIBUTABLE TO SHAREHOLDERS INCOME	$	(10,790,721	)	$	(4,155,630	)
NET LOSS	$	(11,625,783	)	$	(10,790,721	)
BASIC EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO SHAREHOLDERS’	$	(0.02	)	$	(0.02	)
Basic and fully diluted earnings per share from continuing operations	$	0.00		$	(0.02	)
DILUTED EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO SHAREHOLDERS’	$	(0.02	)	$	(0.02	)
Basic and fully diluted (loss) earnings per share from assets held-for-sale	$	(0.01	)	$	(0.02	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING,
BASIC AND DILUTED	$	(0.01	)	$	(0.02	)
BASIC		679,049,314			180,500,778
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED		1,285,642,179			679,049,314
DILUTED		679,049,314			180,500,778

The accompanying notes are an integral part of these ~~audited~~unaudited condensed consolidated financial statements

F-4

ORIGINCLEAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

	YEAR ENDED DECEMBER 31, 2021
	TWELVE MONTHS ENDED DECEMBER 31, 2022
																					Accumulated
	Preferred stock						Mezzanine			Common stock						Additional Paid-in-			Subscription		Other Comprehensive			~~Accumulated~~Noncontrolling			Accumulated
	Shares			Amount			Equity			Shares			Amount			Capital			Payable		loss			~~Deficit~~Interest			~~Total~~Deficit			Total
Balance at December 31, 2020		34,038,213		$	3,404		$	6,331,409			65,052,688		$	6,505		$	64,265,217		$	100,000	$	(132	)	$	(94,020,294	)	$	(29,645,300	)
Balance at December 31, 2021		33,038,213		$	3,304		$	10,183,092			306,883,932		$	30,688		$	75,720,147		$	100,000	$	(132	)	$	-		$	(98,175,924	)	$	(22,321,917	)
Common stock issuance for conversion of debt and accrued interest		-			-			-			1339,~~927~~900,~~622~~514			13,~~393~~990			~~132~~266,~~312~~556			-		-			-			~~133,705~~-			270,546
Common stock issued at fair value for services		-			-			-			3363,~~476~~201,~~294~~050			36,~~348~~320			21,~~226~~427,~~347~~508			-		-			-			~~2,229,695~~-			1,433,828
Common stock issued for conversion of Series D1 Preferred stock		(1,000,000	)		(100	)		-			68,571			7			5,547			-		-			-			5,454
Common stock issued for conversion of Series E Preferred stock		(1,537,213	)		(154	)		-			76,865			7			147			-		-			-			-			-
Common stock issued for conversion of Series J Preferred stock		-			-			(575,~~500~~000	)		1512,~~705,023~~737			~~170~~51			574,~~330~~949			-		-			-			~~57,500~~-			5,000
Common stock issued for conversion of Series L Preferred stock		-			-			(~~522~~284,~~757~~080	)		1825,~~624~~145,~~403~~849			12,~~862~~515			~~520~~281,~~895~~565			-		-			-			~~522,757~~-			284,080
Common stock issued for Series O Preferred stock dividends		-			-			-			790,089			79			(79	)		-		-			-			-
Common stock issued for conversion of Series O Preferred stock		-			-			(385,000	)		40,646,122			4,065			380,935			-		-			-			-			385,000
Common stock issued for conversion of Series O Preferred stock		-			-			(1,260,000	)		36,868,798			3,687			1,256,313			-		-			-			1,260,000
Common stock issued for conversion of Series P Preferred stock		-			-			(27,500	)		3,527,317			353			27,147			-		-			-			-			27,500
Common stock issued for conversion of Series P Preferred stock		-			-			(299,000	)		9,558,329			956			298,044			-		-			-			299,000
Common stock issued for conversion of Series Q Preferred stock		-			-			(100,000	)		12,642,226			1,264			98,736			-		-			-			-			100,000
Common stock issued for make good shares for Series P Preferred stock		-			-			-			633,282			63			(63	)		-		-			-			-
Common stock issued for conversion of Series R Preferred stock		-			-			(604,267	)		44,494,096			4,449			599,818			-		-			-			-			604,267
Common stock issued for conversion of Series Q Preferred stock		-			-			(525,000	)		15,064,168			1,506			523,494			-		-			-			525,000
Common stock issued for conversion of Series T Preferred stock		-			-			(630,000	)		86,281,921			8,628			621,372			-		-			-			-			630,000
Common stock issued for conversion of Series R Preferred stock		-			-			(1,932,650	)		79,112,450			7,911			1,924,739			-		-			-			1,932,650
Common stock issued for conversion of Series U Preferred stock		-			-			(681,500	)		36,497,792			3,650			677,850			-		-			-			-			681,500
Common stock issued for conversion of Series S Preferred stock		-			-			(195,000	)		5,495,406			550			194,450			-		-			-			195,000
Common stock issued for conversion of Series W Preferred stock		-			-			(245,000	)		21,489,284			2,149			242,851			-		-			-			-			245,000
Common stock issued in conjunction with the sale of Series X Preferred stock		-			-			-			1,798,562			180			(180	)		-		-			-			-
Common stock issued for conversion of Series Y Preferred stock		-			-			(2,000,000	)		150,578,177			15,058			1,984,942			-		-			-			-			2,000,000
Common stock issued for conversion of Series U Preferred stock		-			-			(495,000	)		16,169,815			1,617			493,383			-		-			-			495,000
Common stock issued for Series O Preferred stock dividends		-			-			-			1,256,639			126			(126	)		-		-			-			-			-
Common stock issued for conversion of Series W Preferred stock		-			-			(258,500	)		7,538,432			754			257,746			-		-			-			258,500
Common stock issued for make good shares for Series P Preferred stock		-			-			-			518,232			52			(52	)		-		-			-			-			-
Issuance of Series M Preferred stock through a private placement		-			-			29,425			-			-			-			-		-			-			-
Common stock issued for make good shares for Series R Preferred stock		-			-			-			1,041,662			104			(104	)		-		-			-			-			-
Issuance of Series R Preferred stock through a private placement		-			-			2,480,750			-			-			-			-		-			-			-
Common stock issued for conversion settlement		-			-			-			179,090,390			17,909			(17,909	)		-		-			-			-			-
Issuance of Series Y Preferred stock through a private placement		-			-			470,000			-			-			-			-		-			-			-
Common stock returned from non conversion		-			-			(5,250	)		(409,518	)		(41	)		(5,209	)		-		-			-			-			(5,250	)
Issuance of common stock for the exercise of Series R warrants purchased for cash		-			-			-			1,000,000			100			49,900			-		-			-			50,000
Common stock forfeited		-			-			-			(6,102	)		-			-			-		-			-			-			-
Issuance of Series T Preferred stock in exchange for property		-			-			630,000			-			-			-			-		-			-			-
Issuance of Series Y Preferred stock through a private placement		-			-			4,881,277			-			-			-			-		-			-			-			-
Issuance of Series U Preferred stock in exchange for property		-			-			1,960,000			-			-			-			-		-			-			-
Issuance of Series Z Preferred stock through a private placement		-			-			250,000			-			-			-			-		-			-			-			-
Issuance of Series X Preferred stock through a private placement		-			-			250,000			-			-			-			-		-			-			-
Exchange of Series F Preferred stock for Series Q Preferred stock		-			-			200,000			-			-			-			-		-			-			-			-
Exchange of Series F Preferred Stock for Series Q Preferred stock		-			-			15,000			-			-			-			-		-			-			-
Exchange of Series I Preferred stock for Series W Preferred stock		-			-			210,000			-			-			-			-		-			-			-			-
Exchange of Series G Preferred Stock for Series R Preferred stock		-			-			15,000			-			-			-			-		-			-			-
Exchange of Series K Preferred stock for Series W Preferred stock		-			-			110,000			-			-			-			-		-			-			-			-
Exchange of Series G Preferred Stock for Series S Preferred stock		-			-			365,000			-			-			-			-		-			-			-
Loss on conversion of Preferred stock		-			-			-			-			-			434,380			-		-			-			-			434,380
Exchange of Series I Preferred Stock for Series R Preferred stock		-			-			317,400			-			-			-			-		-			-			-
Net Loss		-			-			-			-			-			-			-		-			-			(10,790,721	)		(10,790,721	)
Exchange of Series I Preferred Stock for Series W Preferred stock		-			-			245,000			-			-			-			-		-			-			-
Balance at December 31, 2022		31,501,000		$	3,150		$	10,866,772			1,013,369,185		$	101,337		$	82,745,503		$	100,000	$	(132	)	$	-		$	(108,966,645	)	$	(26,016,787	)
Exchange of Series K Preferred Stock for Series R Preferred stock		-			-			1,821,765			-			-			-			-		-			-			-
Exchange of Series K Preferred Stock for Series W Preferred stock		-			-			758,000			-			-			-			-		-			-			-
Exchange of Series M Preferred Stock for Series R Preferred stock		-			-			40,000			-			-			-			-		-			-			-
Loss on issuance of Preferred Stock		-			-			-			-			-			125,000			-		-						125,000
Loss on conversion of Preferred Stock		-			-			-			-			-			1,239,250			-		-			-			1,239,250
Issuance of common stock warrants deemed dividends		-			-			-			-			-			2,037,849			-		-			(2,037,849	)		-
Adjustment to Series L Preferred stock		-			-			500			-			-			(500	)		-		-			-			(500	)
Adjustment to Series M Preferred stock		-			-			(750	)		-			-			750			-		-			-			750
Stock based compensation		-			-			-			-			-			112,403			-		-			-			112,403
Net Loss		-			-			-			-			-			-			-		-			(2,117,781	)		(2,117,781	)
Balance at December 31, 2021		33,038,213		$	3,304		$	10,183,092			306,883,932		$	30,688		$	75,720,147		$	100,000	$	(132	)	$	(98,175,924	)	$	(22,321,917	)

The accompany notes are an integral part of these audited consolidated financial statements

F-5

ORIGINCLEAR, INC. AND SUBSIDIARIES

	TWELVE MONTHS ENDED DECEMBER 31, 2023
														Additional					Other
	Preferred stock				Mezzanine			Common stock						Paid-in-			Subscription		Comprehensive			Noncontrolling			Accumulated
	Shares		Amount		Equity			Shares			Amount			Capital			Payable		loss			Interest			Deficit			Total

Balance at December 31, 2022		31,501,000	$	3,150	$	10,866,772			1,013,369,185		$	101,337		$	82,745,503		$	100,000	$	(132	)	$	-		$	(108,966,645	)	$	(26,016,787	)
Rounding												(2	)		2														1
Common stock issued for cash per equity financing agreement		-		-		-			20,492,456			2,050			139,323			-		-			-			-			141,373

Common stock issued upon conversion of convertible promissory note		-		-		-			55,788,402			5,579			161,786			-		-			-			-			167,365

Common stock issued at fair value for services		-		-		-			80,519,927			8,052			774,553			-		-			-			-			782,605

Common stock issued for conversion of Series O Preferred stock		-		-		(40,000	)		7,722,008			772			39,228			-		-			-			-			40,000

Common stock issued for conversion of Series Q Preferred stock		-		-		(195,000	)		50,340,392			5,034			189,966			-		-			-			-			195,000

Common stock issued for conversion of Series R Preferred stock		-		-		(1,120,000	)		250,786,688			25,079			1,094,921			-		-			-			-			1,120,000

Common stock issued for conversion of Series S Preferred stock		-		-		(50,000	)		8,864,250			886			49,114			-		-			-			-			50,000

Common stock issued for conversion of Series U Preferred stock		-		-		(115,000	)		19,051,616			1,905			113,095			-		-			-			-			115,000

Common stock issued for conversion of Series W Preferred stock		-		-		(33,000	)		7,559,934			756			32,244			-		-			-			-			33,000

Common stock issued for conversion of Series Y Preferred stock		-		-		(1,901,500	)		358,587,063			35,859			1,865,641			-		-			-			-			1,901,500

Common stock issued for conversion of Series Z Preferred stock		-		-		(250,000	)		61,728,395			6,173			243,827			-		-			-			-			250,000

Common stock issued for Series O Preferred stock dividends		-		-		-			869,449			87			(87	)		-		-			-			-			-

Common stock issued for conversion of settlement agreements		-		-		-			306,434,197			30,644			(30,644	)		-		-			-			-			-

Common stock issued for alternative vesting		-		-		-			11,584,932			1,158			119,382			-		-			-			-			120,540

Redemption of common stock for note purchase agreements		-		-		-			(853,916,848	)		(85,391	)		(7,413,999	)		-		-			-			-			(7,499,390	)

Issuance of Series A and B Preferred stock granted to Series Y investors at fair value		-		-		-			-			-			1,423,341			-		-			(846,723	)		-			576,618

Issuance of common shares for Reg A for cash		-		-		-			-			-			77,078			-		-			(17,078	)		-			60,000

Issuance of Series Y Preferred stock through a private placement		-		-		635,450			-			-			-			-		-			-			-			-

Exchange of Series K Preferred stock for Series W Preferred stock		-		-		100,000			-			-			-					-			-			-			-

Exchange of Series R Preferred stock for WODI secured convertible note		-		-		(100,000	)		-			-			-			-		-			-			-			-

Exchange of Series X Preferred stock for WODI secured convertible note		-		-		(250,000	)		-			-			-			-		-			-			-			-

Return of investment for Series Y Preferred stock		-		-		(25,000	)		-			-			-			-		-			-			-			-

Issuance of warrants		-		-		-			-			-			325,000			-		-			-			-			325,000
																													-
Net Loss		-		-		-			-			-			-			-		-			(1,375,692	)		(10,250,090	)		(11,625,783	)

Balance at December 31, 2023		31,501,000	$	3,150	$	7,522,722			1,399,782,046		$	139,978		$	81,949,274		$	100,000	$	(132	)	$	(2,239,493	)	$	(119,216,735	)	$	(39,263,958	)

~~CONSOLIDATED~~The ~~STATEMENTS~~accompany OFnotes ~~SHAREHOLDERS’~~are ~~DEFICIT~~an integral part of these unaudited condensed consolidated financial statements

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	YEAR ENDED DECEMBER 31, 2022
	Preferred stock						Mezzanine			Common stock						Additional Paid-in-			Subscription		Other Comprehensive			Accumulated
	Shares			Amount			Equity			Shares			Amount			Capital			Payable		loss			Deficit			Total
Balance at December 31, 2021		33,038,213		$	3,304		$	10,183,092			306,883,932		$	30,688		$	75,720,147		$	100,000	$	(132	)	$	(98,175,924	)	$	(22,321,917	)
Common stock issuance for conversion of debt and accrued interest		-			-			-			39,900,514			3,990			266,556			-		-			-			270,546
Common stock issued at fair value for services		-			-			-			63,201,050			6,320			1,427,508			-		-			-			1,433,828
Common stock issued for conversion of Series E Preferred stock		(1,537,213	)		(154	)		-			76,865			7			147			-		-			-			-
Common stock issued for conversion of Series J Preferred stock		-			-			(5,000	)		512,737			51			4,949			-		-			-			5,000
Common stock issued for conversion of Series L Preferred stock		-			-			(284,080	)		25,145,849			2,515			281,565			-		-			-			284,080
Common stock issued for conversion of Series O Preferred stock		-						(385,000	)		40,646,122			4,065			380,935			-		-			-			385,000
Common stock issued for conversion of Series P Preferred stock		-						(27,500	)		3,527,317			353			27,147			-		-			-			27,500
Common stock issued for conversion of Series Q Preferred stock		-						(100,000	)		12,642,226			1,264			98,736			-		-			-			100,000
Common stock issued for conversion of Series R Preferred stock		-			-			(604,267	)		44,494,096			4,449			599,818			-		-			-			604,267
Common stock issued for conversion of Series T Preferred stock		-			-			(630,000	)		86,281,921			8,628			621,372			-		-			-			630,000
Common stock issued for conversion of Series U Preferred stock		-			-			(681,500	)		36,497,792			3,650			677,850			-		-			-			681,500
Common stock issued for conversion of Series W Preferred stock		-			-			(245,000	)		21,489,284			2,149			242,851			-		-			-			245,000
Common stock issued for conversion of Series Y Preferred stock		-						(2,000,000	)		150,578,177			15,058			1,984,942			-		-			-			2,000,000
Common stock issued for Series O Preferred stock dividends		-			-			-			1,256,639			126			(126	)		-		-			-			-
Common stock issued for make good shares for Series P Preferred Stock		-			-			-			518,232			52			(52	)		-		-			-			-
Common stock issued for make good shares for Series R Preferred Stock		-			-			-			1,041,662			104			(104	)		-		-			-			-
Common stock issued for conversion settlement		-						-			179,090,390			17,909			(17,909	)		-		-			-			-
Common stock returned for non conversion		-			-			(5,250	)		(409,518	)		(41	)		(5,209	)		-		-			-			(5,250	)
Common stock forfeited		-			-			-			(6,102	)		-			-			-		-			-			-
Issuance of Series A Preferred stock granted to Series Y investors		1,475			-			-			-			-			-			-		-			-			-
Issuance of Series C Preferred stock for supermajority voting rights		1,000,000			-			-			-			-			-			-		-			-			-
Issuance of Series Y Preferred stock through a private placement		-			-			4,881,277			-			-			-			-		-			-			-
Issuance of Series Z Preferred stock through a private placement		-			-			250,000			-			-			-			-		-			-			-
Exchange of Series F Preferred Stock for Series Q Preferred stock		-			-			200,000			-			-			-			-		-			-			-
Exchange of Series I Preferred Stock for Series W Preferred stock		-			-			210,000			-			-			-			-		-			-			-
Exchange of Series K Preferred Stock for Series W Preferred stock		-			-			110,000			-			-			-			-		-			-			-
Loss on conversion of Preferred Stock		-			-			-			-			-			434,380			-		-			-			434,380
Net Loss		-			-			-			-			-			-			-		-			(10,790,721	)		(10,790,721	)
Balance at December 31, 2022		32,502,575		$	3,150		$	10,866,772			1,013,369,185		$	101,337		$	82,745,503		$	100,000	$	(132	)	$	(108,966,645	)	$	(26,016,787	)

The accompany notes are an integral part of these audited consolidated financial statements

F-6

ORIGINCLEAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

	Years Ended
	Twelve Months Ended
	December 31, 2022			December 31, 2021
	December 31, 2023			December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$	(10,790,721	)	$	(2,117,781	)
Net Income (loss) from continuing operations	$	3,305,693		$	(10,466,395	)
Net loss related to assets held-for-sale		(14,931,476	)		(324,326	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization		3930,~~959~~333			4439,~~817~~959
Stock compensation expense		-			112,403
Common and preferred stock issued for services		782,605			1,433,828
Gain on convertible note receivable		-			(149,867	)
Change in fair value of derivative liability		(1,836,145	)		3,052,775
Common and preferred stock issued for services		1,433,828			2,229,695
Shares issued for services, related party		120,540			-
(Gain) Loss on net change in valuation of derivative liability		3,052,775			(5,838,830	)
Preferred stock incentive compensation expense		576,618			-
Debt discount recognized as interest expense		359,~~743~~900			683,~~839~~743
Net unrealized (gain)loss on fair value of securities		186,993			(58,651	)
Net unrealized (gain) loss on fair value of securities		(9,842	)		186,993
Loss on exchange of preferred stock		-			40,000
Impairment of assets held for sale		-			114,000
Loss on issuance of preferred stock		-			125,000
Impairment of receivable from SPAC		4,029,985			737,267
SBA loan forgiven		-			(355,000	)
Conversion and settlement value loss on WODI		609,199			-
Impairment of assets held for sale		114,000			116,000
(Gain) Loss on conversion of preferred stock		-			434,380
(Gain) Loss on conversion of preferred stock		434,380			1,239,250
Gain on write off of payable		(218,064	)		(50,000	)
Gain on write off of payable		(50,000	)		(152,233	)
Impairment of receivable from SPAC		737,267			-
Change in Assets (Increase) Decrease in:
Contracts receivable		~~(328~~969,~~156~~619	)		(1328,~~712,537~~156	)
Contract asset		(1,~~100~~024,~~559~~389	)		(~~230~~1,~~198~~100,559	)
Inventory asset		~~2,850~~-			(2,850	)
Prepaid expenses and other assets		~~(11~~25,~~889~~000	)		39(11,~~617~~889	)
Other receivable		-			3,797
Change in Liabilities Increase (Decrease) in:
Accounts payable		2(1,~~350~~784,~~309~~052	)		~~160~~2,~~406~~350,309
Accrued expenses		~~215~~1,~~744~~320,131			48215,~~598~~744
Tax liability 83(b)		15,600			-
Contract liabilities		413,909			(954,488	)
Contract liabilities		(954,488	)		1,546,395
Tax liability 83(b)		(2,000	)		15,600
NET CASH USED IN OPERATING ACTIVITIES		(45,~~648~~513,~~365~~658	)		(4,~~843~~648,~~130~~365	)
CASH FLOWS USED FROM INVESTING ACTIVITIES:
Purchase of Class B Common Shares in SPAC		~~(400,000~~-	)		-(400,000	)
Purchase of SPAC notes payables		(737,267	)		-
Purchase of SPAC notes payable		(4,029,985	)		(737,267	)
Purchase of fixed assets		(21,637	)		(18,000	)
Payments received on long term asset		301,000			-
NET CASH USED IN INVESTING ACTIVITIES		(1,158,904	)		(18,000	)
Purchase of fixed assets		(18,000	)		(21,637	)
NET CASH USED IN INVESTING ACTIVITIES		(3,746,985	)		(1,158,904	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease		~~(7,985~~-	)		(97,~~088~~985	)
Repayment of loans, net		-			(105,000	)
Payments on loan payable, SBA		(2,573	)		-
Repayment of loans, related party, net		-			(94,883	)
Proceeds from Line of credit		345,875			-
Redemption of preferred stock		-			(25,000	)
Payments on Line of credit		(167,067	)		-
Net payments on cumulative preferred stock dividends payable		58,870			100,454
Proceeds from loans, merchant cash advance		90,000			-
Net proceeds from convertible notes		-			60,000
Payments on loans, merchant cash advance		(39,205	)		-
Payoff on convertible promissory notes		-			(15,228	)
Equity financing purchase agreement		141,373			-
Proceeds for the purchase of warrants		-			50,000
Net payments on cumulative preferred stock dividends and distributions		107,806			58,870
Convertible secured promissory notes		16,~~347~~923,~~500~~000			-1,347,500
Return of investment and common shares		(10,500	)		-
Common stock issued for Reg A for cash		60,000			-
Net proceeds for issuance of preferred stock for cash - mezzanine classification		5,067,777			5,190,175
Proceeds from issuance of warrants		325,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		6,455,662			5,151,430
Net proceeds for issuance of preferred stock for cash - mezzanine classification		610,450			5,057,277
NET INCREASE IN CASH		648,393			290,300
NET CASH PROVIDED BY FINANCING ACTIVITIES		8,394,659			6,455,662
CASH BEGINNING OF YEAR		706,421			416,121
NET (DECREASE) INCREASE IN CASH		(865,984	)		648,393
CASH END OF YEAR	$	1,354,814		$	706,421
CASH BEGINNING OF PERIOD		1,354,814			706,421
CASH END OF PERIOD		488,830		$	1,354,814
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest and dividends paid	$	~~951,531~~-		$	~~828~~951,~~638~~531
Taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Common stock issued at fair value for conversion of debt, plus accrued interest, and other fees	$	~~270~~167,~~546~~365		$	~~133~~270,~~705~~546
Issuance of Series T preferred shares in exchange for property	$	-		$	630,000
Issuance of Series O dividends	$	87		$	126
Issuance of Series O dividends	$	126		$	79
Preferred stock converted to common stock - mezzanine	$	3,704,500		$	4,962,347
Preferred stock converted to common stock - mezzanine	$	4,962,347		$	5,545,409
Exchange of Series R preferred stock for WODI secured convertible note	$	100,000		$	-
Exchange from mezzanine to liability	$	520,000		$	3,537,167
Exchange of Series X preferred stock for WODI secured convertible note	$	250,000		$	-
Issuance of warrants deemed dividends	$	-		$	2,037,849
Exchange from mezzanine to liability	$	-		$	520,000
Fair value of derivative at issuance	$	-		$	54,652
Common stock issued as settlement	$	30,644		$	17,909
Common stock issued as settlement	$	17,909		$	-
Conversion of preferred stock to common stock	$	-		$	154
Conversion of preferred stock to common stock	$	154		$	-

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

F-7

ORIGINCLEAR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - AUDITED

DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

ORGANIZATION AND LINE OF BUSINESS

Organization

OriginClear, Inc. (the “Company”) was incorporated in the state of Nevada on June 1, 2007 . The Company, which was then based in Los Angeles, California, began operations on June 1, 2007. The Company began its planned principal operations in December, 2010, at which time it exited the development stage.

In December 2014, the Company ~~formed~~ formed a wholly owned subsidiary, OriginClear Technologies Limited (OCT), formerly OriginClear (HK) Limited in Hong Kong, China. The Company granted OCT a master license for the People’s Republic of China. In turn, OCT was expected to license regional joint ventures for water treatment. On January 22, 2020 the Company entered into a strategic partnership with Permionics Separations Solutions, Inc., a unit of India’s Permionics Group (“Permionics”) for the Asia-Pacific Region and terminated all activities of OCT in Hong Kong, China, working instead with Permionics when applicable. As of December 31, ~~2022~~2023, OCT has limited assets and no current operations.

On October 1, 2015, the Company completed the acquisition of 100% of the total issued and outstanding stock of Progressive Water Treatment, Inc. (“PWT”). PWT, which is based in Dallas, Texas, is responsible for a significant percentage of the Company’s revenue, specializing in engineered water treatment solutions and custom treatment systems and is included in these consolidated financial statements as a wholly owned subsidiary.

On July 19, 2018, the Company announced the launch of its Modular Water Treatment Division - Modular Water Systems (“MWS”). MWS designs, manufactures and implements advanced prepackaged wastewater treatment, pump stations and custom systems with primary focus on decentralized opportunities away from the very competitive large municipal wastewater treatment plants. These decentralized opportunities include: rural communities, housing developments, industrial sites, schools and many more. ~~MWS is a division of PWT.~~

In May 2020, the Company relocated its principal offices to 13575 58th Street North, Suite 200, Clearwater, FL 33760.

On April 13, 2021, the Company announced formation of a wholly-owned subsidiary called Water On Demand #1, Inc. (“WOD #1”) to launch its newly incubated outsourced water treatment business called Water On Demand (“WOD”). The WOD model intends to offer private businesses water self-sustainability as a service - the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate or “DBOO”.

On May 10, 2021, the Company announced that it had filed “System And Method For Water Treatment Incentive”, a patent application for using blockchain technology and non-fungible tokens (NFT) to simplify the distribution of payments on outsourced water treatment and purification services billed on a pay-per-gallon basis ahead of inflation. On May 16, 2021, the Company applied for a registered trademark for the mark $H2O as the blockchain system representing this activity. As of December 31, ~~2022~~2023, there is no plan to actively develop a blockchain-based asset. The Company is aware of a high level of regulatory oversight in this area, and if implementation of $H20 is delayed or terminated altogether by reason of regulatory issues, it will employ traditional payment systems.

In November 2021, ~~the Company created~~ additional Water on Demand (WOD) subsidiaries - Water On Demand #2, Inc. (“WOD #2”), Water On Demand #3, Inc. (“WOD #3”), Water On Demand #4, Inc. (“WOD #4”) were separately created ~~in November 2021~~ to permit optional segmenting of capital pools according to strategic partnerships. The Company ishas now ~~simplifying~~simplified this structure by placing all funds in WOD #1 and tracking the partnerships within that company. As they are subject to a security guaranty by the Company, the WOD Subsidiaries, and the capital raised for them through the Company’s Series Y offering, shall continue to be held by the Company and made available for use by WODI, to be deployed, subject to a planned management contract.

F-8

On April 13, 2022, the Company’s Board of Directors approved the plan to spin off its WOD business into a newly formed wholly-owned subsidiary, Water On Demand Inc. (“WODI”), which will hold the assets, liabilities, intellectual property and business operations of the WOD business. WODI is designed to select projects, fully qualify them, provide financing for DBOO service contracts, and thereafter manage assets, contracts, clients, investors, strategic partners and vendors.

On December 22, 2022, WODI entered into a Membership Interest Purchase and Transfer Agreement (the “Purchase Agreement”) with Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan (each a “Seller”, and collectively, the “Sellers”) and Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which WODI purchased 100 membership interests in the Sponsor (“Purchased Interests”) from the Sellers, which constitutes 100% of the membership interests in the Sponsor. The Sponsor owns 2,343,750 shares out of 2,443,750 shares of the issued and outstanding shares of Class B common stock (the “Class B Common Stock”) of Fortune Rise Acquisition Corporation, a Delaware Corporation (the “SPAC”). On December 29, 2022, the Company announced that its subsidiary, Water On Demand, Inc. has closed the acquisition of Fortune Rise Sponsor, LLC, which is the sponsor of Fortune Rise Acquisition Corp.

On January 5, 2023, WODI signed a non-binding Letter of Intent with Fortune Rise Acquisition Corporation, a Delaware corporation (“Fortune Rise”), under which Fortune Rise proposes to acquire all the outstanding securities of WODI, based on certain material financial and business terms and conditions being met.

On February 7, 2023, Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and OriginClear Inc. announced that WODI deposited $977,500 (the "“Second Extension Payment"”) into the Company'’s trust account for its public shareholders, representing $0.10 per public share, which enables FRAC to extend the period of time it has to consummate its initial business combination by an additional three months from February 5, 2023 to May 5, 2023 (the "“Second Extension"”).

In a meeting on April 10, 2023, ~~FRAC~~FRLA shareholders agreed to a final extension of the period of time it has to consummate its initial business combination by an additional six months from May 5, 2023 to November 5, 2023.

On September 21, 2023, WODI entered into a merger agreement with PWT whereby WODI was merged with PWT. The merger of these entities was completed to create better enterprise value for a potential merger opportunity with FRLA. In connection with the merger with WODI, PWT changed its name to Water on Demand, Inc.

On September 28, 2023, the Letter of Intent (“LOI”) executed on January 5, 2023 with WODI was amended to designate PWT as the new target of the acquisition. Under the amended LOI, FRLA proposed to acquire all the outstanding securities of the new combined WODI/PWT entity, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements.

On October 24, 2023 FRLA and WODI entered into a definitive business combination agreement (the “BCA”). The transaction represents a pro forma equity valuation of approximately $72 million of the Combined Company, assuming no further redemptions of FRLA public shares by FRLA’s public shareholders.

On October 25, 2023, at the Special Meeting, FRLA shareholders approved a proposal to extend the period of time FRLA has to consummate its initial business combination by an additional one year from November 5, 2023 to November 5, 2024, by up to twelve one-month extensions, subject to certain conditions.

On February 14, 2024, WODI and Fortune Rise Acquisition Corporation (Nasdaq: FRLA), filed a registration statement on Form S-4 with the SEC which includes a preliminary proxy statement and prospectus in connection with the proposed business combination with WODI.

F-9

Line of Business

OriginClear ~~is a water technology company~~ ~~and~~was afounded ~~provider~~as ofOriginOil® ~~water~~in ~~treatment~~2007 ~~solutions~~and asbegan atrading ~~master~~on ~~licensee~~the ofOTC ain ~~breakthrough water equipment technology~~2008. ~~The~~In ~~Company~~2015, ~~has~~it ~~developed in-depth~~was ~~capabilities~~renamed ~~under~~as ~~the~~OriginClear® ~~umbrella~~to ~~brand~~reflect ofits new ~~OriginClear~~mission ~~Tech~~to ~~Group™~~develop ~~(www.originclear.tech).~~breakthrough ~~OTG~~businesses ~~designs,~~in ~~engineers,~~the ~~manufactures, and~~industrial ~~distributes~~ water ~~treatment~~sector. ~~solutions for commercial~~Today, ~~industrial,~~OriginClear ~~and~~structures ~~municipal~~itself ~~end~~as ~~markets. This technology enables~~ the ~~Company~~Clean toWater ~~offer~~Innovation ~~prefabricated,~~Hub™ ~~modular~~and ~~water~~intends ~~systems,~~to ~~which~~use ~~are~~its ~~suited~~well-developed ~~for~~retail ~~local~~investor ~~businesses.~~development ~~The~~capabilities ~~Company also plans~~ to ~~deploy~~help ~~this~~bring ~~technology~~potentially ~~for~~disruptive ~~outsourced~~companies ~~water~~to ~~treatment~~market. ~~programs~~For ~~in which~~ the ~~customer~~foreseeable ~~pays~~future, ~~by the gallon~~however, ~~without~~OriginClear ~~capital~~intends ~~expenditure.~~to ~~Blockchain~~devote ~~technology~~its ~~may~~entire ~~be employed~~capabilities to ~~streamline payments. Through~~ the ~~acquisition~~success of ~~Progressive~~its subsidiary, Water ~~Treatment~~On Demand, Inc., ~~the Company is primarily engaged in providing water treatment systems and services for a wide variety of applications and component sales~~(WODI).

In 2023, OriginClear combined three of its operating divisions into the single WODI subsidiary, in anticipation of a merger of such subsidiary with Fortune Rise Acquisition Corp (“FRLA”) a Special Purpose Acquisition Company. The definitive merger agreement between WODI and FRLA was announced on October 24, 2023: https://www.originclear.com/company-news/originclears-water-on-demand-and-fortune-rise-acquisition-corporation-announce-business-combination-to-create-nasdaq-listed-company.

WODI is composed of three operating units, Modular Water Systems (“MWS”), Progressive Water Treatment (“PWT”), and Water on Demand (“WOD”), the last being a development stage business.

●

PWT is responsible for a significant percentage of the Company’s revenue, specializing in engineered water treatment solutions and custom treatment systems.

●

MWS houses a worldwide, exclusive master license to the intellectual property of Daniel M. Early, consisting of five patents and related intellectual property, know-how and trade secrets (“Early IP”). In April 2023, OriginClear commissioned a valuation of the Early IP. MWS, features products differentiated by the Early IP and complemented with additional knowhow and trade secrets.

●

WOD is an incubation of the Company which intends to offer private businesses water self-sustainability as a service - the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate (“DBOO”).

Going Concern

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the year ended December 31, ~~2022~~2023 expressed substantial doubt about our ability to continue as a going concern.

The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the year ended December 31, ~~2022~~2023, the Company obtained funds from the issuance of convertible note agreements and from sale of its preferred stock. Management believes this funding will continue from its’ current investors and from new investors. The Company ~~also~~ generated revenue of $1026,~~376,573~~292 and ~~has~~its operating divisions have standing purchase orders and open invoices with customers, which will provide funds for operations. Management believes the existing shareholders, the prospective new investors and future sales will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.

F-9

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

F-10

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its ~~wholly~~subsidiaries ~~owned~~Water ~~operating~~On ~~subsidiaries~~Demand, Inc. (‘WODI’), (which consists of operating divisions Progressive Water Treatment, ~~Inc.,~~Modular Water on ~~Demand~~Systems ~~Inc.,~~and Water On ~~Demand1~~Demand), ~~Inc.,~~ Water On ~~Demand2,~~Demand ~~Inc.~~#1, ~~Water On Demand3,~~ Inc. , and OriginClear Technologies, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities.

Cash and Cash Equivalent

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration Risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, ~~2022~~2023, there ~~the~~was no cash balance in excess of the FDIC limits ~~was $1,104,814~~. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Use of Estimates

The preparation of financial statements in conformity 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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, warranty reserves, inventory valuation, derivative liabilities and other conversion features, fair value investments, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Net Earnings (Loss) per Share Calculations

Basic loss per share calculation is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similarly to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted earnings per share were not the same as the basic loss per share for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively, as the inclusion of any potential shares in the year ended December 31, ~~2022~~2023, would have had an anti-dilutive effect due to the Company generating a loss.

~~F-10~~Loss per share

	For the Years Ended
	2022			2021
	2023			2022
Loss to common shareholders (Numerator)	$	(10,790,721	)	$	(4,155,630	)
Income (Loss) to common shareholders (Numerator) – continuing operations	$	3,305,693		$	(10,466,395	)
Basic weighted average number of common shares outstanding (Denominator)		679,049,314			180,500,778
Loss to common shareholders (Numerator) – related to assets held-for sale	$	(14,931,476	)		(324,326	)
Diluted weighted average number of common shares outstanding (Denominator)		1,565,960,918			180,500,778
Basic and diluted weighted average number of common shares outstanding (Denominator)		1,285,642,179			679,049,314

F-11

The Company excludes issuable shares from warrants, convertible notes and preferred stock, if their impact on the loss per share is anti-dilutive and includes the issuable shares if their impact is dilutive.

	Anti-dilutive shares		Dilutive shares
December 31, 2023
Warrant shares		64,802,589
Convertible debt shares		95,671,040		1,227,427,097
Preferred shares		31,500,000
December 31, 2022
Warrant shares		94,973,989
Convertible debt shares		1,416,717		886,911,604
Preferred shares		31,500,000
December 31, 2021
Warrant shares		206,638,283
Convertible debt shares		407,916,803
Preferred shares		33,037,213

Revenue Recognition

Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined.

Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs.

Contract Receivable

The Company bills its customers in accordance with contractual agreements. The agreements generally require billing to be on a progressive basis as work is completed. Credit is extended based on evaluation of clients financial condition and collateral is not required. The Company maintains an allowance for doubtful accounts for estimated losses that may arise if any customer is unable to make required payments. Management performs a quantitative and qualitative review of the receivables past due from customers on a monthly basis. The Company records an allowance against uncollectible items for each customer after all reasonable means of collection have been exhausted, and the potential for recovery is considered remote. The allowance for doubtful accounts was $17379,~~315~~335 and $017,315 as of December 31, ~~2022~~2023 and ~~2021~~2022, respectively. The net contract receivable ~~balance~~ balance was $21,~~479~~509,~~123~~504 and $2,~~150~~479,~~967~~123 at December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

F-1112

Indefinite Lived Intangibles and Goodwill Assets

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, ~~2022~~2023 and ~~2021~~2022, and determined there was no impairment of indefinite lived intangibles and goodwill.

Prepaid Expenses

The Company records expenditures that have been paid in advance as prepaid expenses. The prepaid expenses are initially recorded as assets, because they have future economic benefits, and are expensed at the time the benefits are realized. The prepaid expenses balance was $~~25,000~~0 and $1325,~~111~~000 at December 31, ~~2022~~2023 and December 31, ~~2021~~2022, respectively.

Advertising Costs

The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $~~206~~201,~~285~~323 and $~~184~~206,~~017~~285 for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

Property and Equipment

Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories:

Estimated Life
Machinery and equipment		5-–10 years
Furniture, fixtures and computer equipment		5-–7 years
Vehicles		3-–5 years
Leasehold improvements		2-–5 years

	December 31,
	2022			2021
	2023			2022
Machinery and Equipment	$	383,569		$	383,569
Computer Equipment		66,493			6266,~~854~~493
Furniture		29,810			29,810
Leasehold Improvements		26,725			26,725
Vehicles		64,276			64,276
Demo Units		36,139			36,139
		607,012			~~603~~607,~~373~~012
Less accumulated depreciation		(~~429~~460,~~943~~276	)		(~~389~~429,~~982~~943	)
Net Property and Equipment	$	~~177~~146,~~069~~736		$	~~213~~177,~~391~~069

F-12

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that the facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles.

Depreciation expense during the year ended December 31, 2022 and 2021, was $39,959 and $44,817, respectively.

Other Assets

1. Long Term Asset Held for Sale

On March 1, 2021, the Company issued an aggregate of 630 shares of Series T Preferred Stock to an accredited investor (the “Purchaser’’) per terms of a Securities Purchase Agreement (the “SPA”). Per the SPA, the Company agreed to sell to Purchaser, and Purchaser agreed to purchase from the Company, 630 shares of the Company’s Series T, and two-year cashless warrants to acquire 25,200,000 shares of the Company’s common stock, valued at $0.05 per share per terms of the SPA, which may be exercised at any time in whole or in part. The purchaser and the Company agreed that in lieu of the purchase price for the Series T, the Purchaser transferred to the Company real property, with an aggregate value agreed to be $630,000 based on an appraisal from an international independent company. The real property consists of residential real estate in Buenos Aires Argentina valued at $580,000, and eight undeveloped lots valued at $50,000 in Terralta private neighborhood development. The real property exchanged for 630 shares of Series T was recorded at $630,000 and reflected on the balance sheet as a long term asset for sale.

The Company has actively listed the residential real property for sale since July 2021. However, based on indicator of impairment, during the year ended December 31, 2021, the Company adjusted the original value of the long term asset for sale from $630,000 to $514,000 on the balance sheet and recorded an impairment of $116,000 in the consolidated financial statements.

Throughout the year 2022, the Company continued its efforts to sell the residential real property and after evaluating several offers, it is now actively pursuing an offer for $400,000, which is $114,000 below the previously adjusted value and is indicative of the current real estate market conditions in Buenos Aires, Argentina. Based on that indicator of impairment, during the year ended December 31, 2022, the Company further adjusted the previous value of the long term asset for sale from $514,000 to $400,000 on the balance sheet and recorded an impairment of $114,000 in the consolidated financial statements.

F-13

2.Depreciation expense ~~Stock-Based~~during ~~Compensation~~the year ended December 31, 2023 and 2022, was $26,317 and $30,398, respectively.

Other Assets

Assets Held for Sale – Continuing Operations

On March 1, 2021, the Company issued an aggregate of 630 shares of Series T Preferred Stock to an accredited investor (the “Purchaser’’) per terms of a Securities Purchase Agreement (the “SPA”). Per the SPA, the Company agreed to sell to Purchaser, and Purchaser agreed to purchase from the Company, 630 shares of the Company’s Series T, and two-year cashless warrants to acquire 25,200,000 shares of the Company’s common stock, valued at $0.05 per share per terms of the SPA, which were exercisable at any time in whole or in part. The purchaser and the Company agreed that in lieu of the purchase price for the Series T, the Purchaser transferred to the Company real property, with an aggregate value agreed to be $630,000 based on an appraisal from an international independent company at that time. The real property consisted of residential real estate in Buenos Aires Argentina valued at $580,000, and eight undeveloped lots valued at $50,000 in Terralta private neighborhood development. The real property exchanged for 630 shares of Series T was recorded at $630,000 and reflected on the balance sheet as a long term asset for sale at that time.

The real property was listed for sale beginning in July 2021. However, based on indicators of impairment, during the year ended December 31, 2021, the Company adjusted the original value of the asset for sale from $630,000 to $514,000 and recorded an impairment of $116,000 in the consolidated financial statements.

During the period ended December 31, 2022, after evaluating several offers, the Company considered an offer for $400,000, which was $114,000 below the previously adjusted value and was indicative of the real estate market conditions in Buenos Aires Argentina. Based on that indicator of impairment, during the year ended December 31, 2022, the Company further adjusted the previous value of the asset for sale from $514,000 to $400,000 on the balance sheet and recorded an impairment of $114,000 in the consolidated financial statements. All Series T preferred stock was converted and the warrants associated with the Series T expired during the period ended December 31, 2022.

In January 2023, the Company accepted the offer and on April 8, 2023, a deed was executed for the sale of the property for $400,000. The agreed upon payment terms were; $235,000 initial payment and the remaining $165,000 to be paid over fifteen monthly installments of $11,000 each. The initial payment was received by SMS Argentina (“SMS”), an accounting and consulting firm that was appointed by the Company as the Power of Attorney for the property. From the proceeds, SMS remitted taxes due on the transaction to the Federal Administration of Public Income (“AFIP”), which administers taxation in Argentina. On June 21, 2023, the Company received a payment of $164,935, net of all taxes assessed by AFIP and other closing fees associated with the sale of the property totaling $65,493 and recorded a receivable of $169,572 for the remaining amount on the consolidated financial statements as of June 30, 2023. Between July 1, 2023 through December 31, 2023, the Company received additional payments totaling $70,572. As of December 31, 2023, the balance of the receivable was $99,000 which is reflected on the consolidated financial statements.

Stock-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants vest immediately and the total stock-based compensation charge is recorded in the period of the measurement date.

F-14

Accounting for Derivatives

The Company evaluates all its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice option pricing models to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Fair Value of Financial Instruments

Fair Value of Financial Instruments requires disclosure of the fair value information, whether or not to recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, ~~2022~~2023, the balances reported for cash, contract receivables, cost in excess of billing, prepaid expenses, accounts payable, billing in excess of cost, and accrued expenses approximate the fair value because of their short maturities.

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

	●	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~F-14~~The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2023 and 2022.

The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2022 and 2021.

	Total		(Level 1)		(Level 2)		(Level 3)
Investment at fair value-securities, December 31, 2023	$	39,367	$	39,367	$	-	$	-
Investment at fair value-securities, December 31, 2022	$	29,525	$	29,525	$	-	$	-

	Total		(Level 1)		(Level 2)		(Level 3)
Investment at fair value-securities, December 31, 2022	$	29,525	$	29,525	$	-	$	-
Investment at fair value-securities, December 31, 2021	$	216,518	$	216,518	$	-	$	-

F-15

	Total		(Level 1)		(Level 2)		(Level 3)
Derivative Liability, December 31, 2023	$	7,742,759	$	-	$	-	$	7,742,759
Derivative Liability, December 31, 2022	$	9,578,904	$	-	$	-	$	9,578,904
Derivative Liability, December 31, 2021	$	6,526,129	$	-	$	-	$	6,526,129

The derivative liabilities consist of $87,~~112~~416,~~220~~ 706 for convertible notes outstanding and $1326,~~466,684~~218 for warrants outstanding for an aggregate of $97,~~578~~742,~~904~~924.

The following is a reconciliation of the derivative liability for which level 3 inputs were used in determining the approximate fair value:

Balance as of January 1, 2021	$	12,310,307
Balance as of January 1, 2023	$	9,578,904
Fair value of derivative liabilities issued		54,652
Net loss on conversion of debt and change in derivative liabilities		(1,836,145	)
Net loss on conversion of debt and change in derivative liabilities		(5,838,830	)
Balance as of December 31, 2023	$	7,742,759
Balance as of December 31, 2021		6,526,129
Net gain on conversion of debt and change in derivative liabilities		3,052,775
Balance as of December 31, 2022	$	9,578,904

For purpose of determining the fair market value of the derivative liability, the Company used Binomial lattice formula valuation model. The significant assumptions used in the Binomial lattice formula valuation of the derivative are as follows:

	12/31/2022	12/31/2021
	12/31/2023	12/31/2022
Risk free interest rate	43.1288% -– 4.76 79%	04.0512% -– 04.7376%
Stock volatility factor	~~91.0~~132% -– ~~154.0~~ 166%	9491.0% -– ~~199~~154.0%
Weighted average expected option life	6 mos -– 5 yrs	6 mos -– 5 yrs
Expected dividend yield	None	None

Segment Reporting

The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated.

Marketable Securities

The Company adopted ASU 2016-01, “Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purpose, and separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. It eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company has evaluated the potential impact this standard may have on the condensed consolidated financial statements and determined that it had a significant impact on the condensed consolidated financial statements. The Company accounts for its investment in Water Technologies International, Inc. as available-for-sale securities, and the unrealized gain on the available-for-sale securities is recognized in net income.

F-15

Licensing agreement

The Company analyzed the licensing agreement using ASU 606 to determine the timing of revenue recognition. The licensing of the intellectual property (IP) is distinct from the non-license goods or services and has significant standalone functionality that provides a benefit or value. The functionality will not change during the license period due to the licensor’s activities. Because the significant standalone functionality is delivered immediately, the revenue is generally recognized when the license is delivered.

F-16

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation used in the current financial statements for comparative purpose. There was no material effect on the Company’s previously issued financial statements.

Work-in-Process

The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers.

Recently Issued Accounting Pronouncements

Management reviewed currently issued pronouncements and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.

3. ~~CAPITAL~~WODI ~~STOCK~~Assets and Liabilities Held-for-Sale – Discontinuing Operations

~~OriginClear~~On September 21, ~~Inc~~2023, ~~Preferred~~WODI entered into a merger agreement with PWT whereby WODI was merged with PWT. The merger of these entities was completed to ~~Stock~~create better enterprise value for a potential merger opportunity with FRLA. In connection with the merger with WODI, PWT changed its name to Water on Demand, Inc.

On September 28, 2023,, the Letter of Intent (“LOI”) executed on January 5, 2023 with WODI was amended to designate PWT as the new target of the acquisition. Under the amended LOI, FRLA proposed to acquire all the outstanding securities of the new combined WODI/PWT entity, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements.

On February 14, 2024, the Company and Fortune Rise Acquisition Corporation (Nasdaq: FRLA), filed a registration statement on Form S-4 with the SEC which includes a preliminary proxy statement and prospectus in connection with the proposed business combination with WODI.

In accordance with ASC 205-20, a disposal of a component or a group of components should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when a component of or group of components meets the initial criteria for classification of held for sale to be classified as held for sale. Per the initial criteria for classification of held for sale, a component or a group of components, or a business or nonprofit activity (the entity to be sold), should be classified as held for sale in the period in which all of the following criteria are met:

●

Management, having the authority to approve the action, commits to a plan to sell the entity to be sold.

●

The entity to be sold is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such entities to be sold.

●

An active program to locate a buyer or buyers and other actions required to complete the plan to sell the entity to be sold have been initiated.

●

The sale of the entity to be sold is probable (the future event or events are likely to occur), and transfer of the entity to be sold is expected to qualify for recognition as a completed sale, within one year, unless events or circumstances beyond an entity’s control extend the period required to complete the sale as discussed below.

●

The entity to be sold is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

●

Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

F-17

Since the proposed business combination of WODI with FRLA, meets all the initial criteria for classification of held for sale, the assets, liabilities and operating results of WODI have been classified as held for sale in the period ending December 31, 2023 and financial statements of the prior year ending in December 31, 2022 have been adjusted to reflect comparable as follows:

Assets and Liabilities Held-For-Sale

	December 31,		December 31,
	2023		2022
CURRENT ASSETS
Cash	$	374,192	$	564,117
Contracts receivable, net allowance of $379,335 and $17,315, respectively (See Note 2)		1,509,504		2,479,123
Contract assets (See Note 7)		455,102		1,479,491

Total Current Assets Held-For-Sale		2,338,798		4,522,731

NET PROPERTY AND EQUIPMENT HELD-FOR-SALE (See Note 2)		3,370		7,386

NON-CURRENT ASSETS HELD-FOR SALE
SPAC Class B common shares purchase cost (See Note 12)		400,000		400,000

CURRENT LIABILITIES HELD-FOR-SALE
Accounts payable and other payable	$	1,335,211	$	2,993,590
Accrued expenses (See Note 17)		1,103,159		42,518
Contract liabilities (See Note 7)		1,346,366		932,458
Tax liability 83(b)		13,600		15,600
Customer deposit		143,503		143,503
Warranty reserve		20,000		20,000
Line of credit (See Note 13)		178,808		-
Secured Loans payable (See Note 9)		110,695		-
Convertible secured promissory notes (See Note 6)		16,729,089		1,347,500

Total Current Liabilities Held-For-Sale	$	20,980,431	$	5,495,169

Net Loss from Assets Held-For-Sale

	Twelve Months Ended
	December 31, 2023			December 31, 2022

Sales (See Note 7)	$	6,681,886		$	10,350,281
Cost of Goods Sold		6,051,349			8,881,276
Gross Profit		630,537			1,469,005

Operating Expenses
Selling and marketing expenses		182,048			108,957
General and administrative expenses		1,665,745			1,243,829
Depreciation and amortization expense		4,016			9,561
Total Operating Expenses		1,851,809			1,362,347

Income (Loss) from Operations		(1,221,272	)		106,658

OTHER INCOME (EXPENSE)
Other income		127,448			352,827
Impairment of receivable from SPAC (See Note 12)		(3,979,985	)		(737,267	)
Preferred stock incentive compensation (See Note 4)		(576,618	)		-
Conversion and settlement value added to note purchase agreements (See Note 6)		(8,108,589	)		-
Interest expense (See Note 6)		(1,172,460	)		(46,544	)
TOTAL OTHER (EXPENSE) INCOME		(13,710,204	)		(430,984	)

NET LOSS FROM ASSETS-HELD-FOR-SALE	$	(14,931,476	)	$	(324,326	)

F-18

4.	CAPITAL STOCK

OriginClear, Inc. Preferred Stock

Series C

On March 14, 2017, the Board of Directors authorized the issuance of 1,000 shares of Series C preferred stock, par value $0.0001 per share, to T. Riggs Eckelberry in exchange for his continued employment with the Company. The holder of Series C preferred stock is not entitled to receive dividends, is not entitled to any liquidation preference and shares of Series C preferred stock does not have any conversion rights. The Series C Preferred Stock entitles the holder to 51% of the total voting power of our stockholders. The purchase price of the Series C preferred stock was $0.0001 per share representing a total purchase price of $0.10 for 1,000 shares. As of December 31, ~~2022~~2023, there were 1,000 shares of Series C preferred stock outstanding held by Mr. Eckelberry.

Series D-1

On April 13, 2018, the Company designated 50,000,000 shares of its authorized preferred stock as Series D-1 preferred stock. The shares of Series D-1 preferred stock are not entitled to dividends and do not have a liquidation preference. Each share of Series D-1 preferred stock is convertible into 0.0005 of one share of common stock. The Series D-1 preferred stock may not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of our outstanding common stock, which amount may be increased to 9.99% at the holders discretion upon 61 days’ written notice. As of December 31, ~~2022~~2023, there were 31,500,000 shares of Series D-1 preferred stock issued and outstanding.

F-16

Series E

On August 14, 2018, the Company designated 4,000,000 shares of its authorized preferred stock as Series E preferred stock. The shares of Series E preferred stock are not entitled to dividends and not have a liquidation preference. Each share of Series E preferred stock is convertible into 0.05 shares of common stock. The shares of Series E preferred stock do not carry any voting rights. The Series E preferred stock may not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of our outstanding common stock which amount may be increased to 9.99% at the holder’s discretion. During the year ended December 31, 2022, the Company issued an aggregate of 76,865 shares of common stock upon conversion of 1,537,213 shares of Series E preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, 2022, there were no shares of Series E preferred stock issued and outstanding.

Series F

On August 14, 2018, the Company designated 6,000 shares as Series F preferred stock. The shares of Series F preferred stock have a liquidation preference equal to the stated value of $1,000 per share plus any accrued but unpaid dividends. The Series F preferred stock is not convertible into common stock. The holders of outstanding shares of Series F preferred stock are entitled to quarterly dividends at the annual rate of 8% of the stated value, in preference to any dividends on the common stock. The shares of Series F preferred stock do not carry any voting rights. The Company may, in its sole discretion, at any time while the Series F preferred stock is outstanding, redeem all or any portion of the outstanding Series preferred stock at a price equal to the stated value, plus any accrued but unpaid dividends. The Company was required to redeem all outstanding shares of Series F preferred stock on September 1, 2020. ~~During the year ended December 31, 2022, the Company exchanged 200 shares of Series F preferred stock for 200 shares of Series Q preferred stock.~~ As of December 31, ~~2022~~2023, the Company had 60 outstanding shares of Series F preferred stock, which the Company was required to, and failed to redeem on September 1, 2020, and remains in default for an aggregate redemption price (equal to the stated value) of $60,000.

F-19

Series G

On January 16, 2019, the Company designated 6,000 shares as Series G preferred stock, each share having a stated value of $1,000 per share and holders of Series G preferred stock are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly. The Series G preferred stock does not have voting rights, except as required by law and is not convertible into common stock. The Company may, in its sole discretion, at any time while the Series G preferred stock is outstanding, redeem all or any portion of the outstanding Series G preferred stock at a price equal to the stated value plus any accrued but unpaid dividends. The Company was required to redeem such shares of Series G preferred stock on April 30, 2021, at a price equal to the stated value plus any accrued but unpaid dividends. Pursuant to certain subscription agreements entered into with purchasers of the Series G preferred stock, each purchaser received shares of the Company’s common stock equal to an amount of, for each share of Series G preferred stock purchased, five hundred dollars ($500) divided by the closing price on the date the Company receives the executed subscription documents and purchase price from such investor. As of December 31, ~~2022~~2023, there were 25 shares of Series G preferred stock issued and outstanding, which the Company was required to, and failed to redeem on April 30, 2021, for an aggregate redemption price (equal to the stated value) of $25,000.

Series I

On April 3, 2019, the Company designated 4,000 shares of preferred stock as Series I. The Series I has a stated value of $1,000 per share. Series I holders are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of each fiscal quarter. The Series I is not entitled to any voting rights except as may be required by applicable law, and are not convertible into common stock. The Company has the right to redeem the Series I at any time while the Series I are outstanding at a price equal to the stated value plus any accrued but unpaid dividends. The Company is required to redeem the Series I two years following the date that is the later of the (i) final closing of the tranche (as designated in the applicable subscription agreement) or (ii) the expiration date of the tranche that such shares to be redeemed were a part of. The Company was required to redeem such shares of Series I between May 2, 2021 and June 10, 2021, at a price equal to the stated value plus any accrued but unpaid dividends. The issuances of the shares were accounted for under ASC 480-10-25-4, which requires liability treatment for certain mandatorily redeemable financial instruments, and the cumulative dividends are recorded as interest expense. During the year ended December 31, 2022, the Company exchanged an aggregate of 210 shares of Series I preferred stock for 210 shares of Series W preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, ~~2022~~2023, there were 25 shares of Series I preferred stock issued and outstanding which the Company was required to, and failed to redeem by June 10, 2021, and was and remains in default for an aggregate redemption price (equal to the stated value) of $25,000.

F-17

Series J

On April 3, 2019, the Company designated 100,000 shares of preferred stock as Series J. The Series J has a stated value of $1,000 per share and holders are entitled to receive dividends on an as-converted basis with the Company’s common stock. The Series J preferred stock is convertible into shares of the Company’s common stock, onpursuant to the ~~terms~~Series ~~and~~J ~~conditions~~COD ~~set~~(see ~~forth~~ITEM in15. ~~the~~Exhibit ~~Series J COD~~3.24), which includes certain make-good shares for certain prior investors. During the year ended December 31, 2022, the Company issued an aggregate of 512,737 shares of common stock upon conversion of 5 shares of Series J preferred stock, for a loss in the amount of $5,203. As of December 31, ~~2022~~2023, there were 210 shares of Series J preferred stock issued and outstanding.

Series K

On June 3, 2019, the Company designated 4,000 shares of preferred stock as Series K. The Series K has a stated value of $1,000 per share. Series K holders are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of each fiscal quarter. The Series K is not entitled to any voting rights except as may be required by applicable law, and is not convertible into common stock. The Company has the right to redeem the Series K at any time while the Series K are outstanding at a price equal to the stated value plus any accrued but unpaid dividends. The Company iswas required to redeem the Series K two years following the date that is the later of the (i) final closing of the tranche (as designated in the applicable subscription agreement) or (ii) the expiration date of the tranche that such shares to be redeemed were a part of. The Company iswas required to redeem such shares of Series K between August 5, 2021 and April 24, 2022, at a price equal to the stated value plus any accrued but unpaid dividends. The issuances of the shares were accounted for under ASC 480-10-25-4, which requires liability treatment for certain mandatorily redeemable financial instruments, and the cumulative dividends are recorded as interest expense. During the year ended December 31, ~~2022~~ 2023, the Company ~~redeemed an aggregate of 63.5 shares of Series K preferred stock equal to the stated value of $63,500 and~~ exchanged an aggregate of ~~110~~100 shares of Series K preferred stock for ~~110~~100 shares of Series W preferred stock. ~~The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized.~~ As of December 31, ~~2022~~2023, there were ~~407~~307 shares of Series K preferred stock issued and outstanding which the Company was required to, and failed to redeem by April 24, 2022, and was and remains in default for an aggregate redemption price (equal to the stated value) of $~~407~~307,150.

F-20

Series L

On June 3, 2019, the Company designated 100,000 shares of preferred stock as Series L. The Series L has a stated value of $1,000 per share and holders are entitled to receive dividends on an as-converted basis with the Company’s common stock. The Series L preferred stock is convertible into shares of the Company’s common stock, onpursuant to the ~~terms~~Series ~~and~~L ~~conditions~~COD ~~set~~(see ~~forth~~ITEM in15. ~~the~~Exhibit ~~Series L COD~~3.28), which includes certain make-good shares for certain prior investors. ~~During the year ended December 31,~~ ~~2022, the Company issued an aggregate of 25,145,849 shares of common stock upon conversion of 284 shares of Series L preferred stock, for a loss in the amount of $358,585.~~ As of December 31, ~~2022~~2023, there were 321 shares of Series L preferred stock issued and outstanding.

Series M

Pursuant to the Amended and Restated Certificate of Designation of Series M Preferred Stock filed with the Secretary of State of Nevada on July 1, 2020, the Company designated 800,000 shares of its preferred stock as Series M Preferred Stock. Each share of Series M Preferred Stock has a stated value of $25. The Series M Preferred Stock is not convertible into common stock. The holders of outstanding shares of Series M Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the common stock. The Series M Preferred Stock is entitled to a liquidation preference in an amount equal to $25 per share plus any declared but unpaid dividends, before any payments to holders of common stock. The Series M Preferred Stock have no pre-emptive or subscription rights, and there are no sinking fund provisions applicable to the Series M Preferred Stock. The Series M Preferred Stock does not have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series M Preferred Stock (see ITEM 15. Exhibit 3.29). To the extent it may lawfully do so, the Company may, in its sole discretion, at any time when there are outstanding shares of Series M Preferred Stock, redeem any or all of the then outstanding shares of Series M Preferred Stock at a redemption price of $37.50 per share (150% of the stated value) plus any accrued but unpaid dividends. As of December 31, ~~2022~~2023, there were 40,300 shares of Series M preferred stock issued and outstanding.

F-18

Series O

On April 27, 2020, the Company designated 2,000 shares of preferred stock as Series O preferred stock. The Series O preferred stock has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends (i) in cash at an annual rate of 8% of the stated value, and (ii) in shares of common stock of the Company (valued based on the conversion price as in effect on the last trading day of the applicable fiscal quarter) at an annual rate of 4% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series O preferred stock has a liquidation preference equal to the stated value plus any accrued but unpaid dividends, in preference to the common stock. The Series O preferred stock has no preemptive or subscription rights, and there is no sinking fund provision applicable to the Series O preferred stock. The Series O preferred stock does not have voting rights except as required by law. The Series O preferred stock is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series O preferred stock being converted by the conversion price, provided that, the Series O may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price is equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series O preferred stock at any time while the Series O preferred stock are outstanding at a redemption price equal to the stated value plus any accrued but unpaid dividends. The cumulative dividends are recorded as interest expense. During the year ended December 31, ~~2022~~2023, the Company issued an aggregate of 407,~~646~~722,~~122~~008 shares of common stock upon conversion of ~~385~~40 shares of Series O preferred stock and issued an aggregate of 1869,~~256,639~~449 shares of common stock in prorated 4% annualized dividends which were recorded as interest expense. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of December 31, ~~2022~~2023, there were ~~230~~190 shares of Series O preferred stock issued and outstanding.

F-21

Series P

On April 27, 2020, the Company designated 500 shares of preferred stock as Series P preferred stock. The Series P preferred stock has a stated value of $1,000 per share, and entitles holders to receive dividends on an as-converted basis with the Company’s common stock. The Series P preferred stock is convertible into ~~shares~~stock of the Company’s ~~common~~pursuant ~~stock,~~to on the ~~terms~~Series ~~and~~P ~~conditions~~COD ~~set~~(see ~~forth~~ITEM in15. ~~the~~Exhibit ~~Certificate of Designation of Series P preferred stock~~3.31), which includes certain make-good shares for certain prior investors, and provided that, the Series P preferred stock may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Series P preferred stock entitles the holders to a payment on an as-converted and pari -passu basis with the common stock upon any liquidation. The Series P preferred stock has no preemptive or subscription rights, and there is no sinking fund or redemption provisions applicable to the Series P preferred stock. The Series P preferred stock votes on an as-converted basis with the common stock, subject to the beneficial ownership limitation. ~~During~~As ~~the year ended December 31, 2022, the Company issued an aggregate~~ of ~~3,527,317~~ ~~shares of common stock upon conversion of 28 shares of Series P preferred stock, for a loss in the amount of $70,592. As of~~ December 31, ~~2022~~2023, there were 30 shares of Series P preferred stock issued and outstanding.

Series Q

On August 21, 2020, the Company designated 2,000 shares of preferred stock as Series Q Preferred Stock. The Series Q Preferred Stock has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series Q Preferred Stock has a liquidation preference equal to the stated value plus any accrued but unpaid dividends, in preference to the common stock. The Series Q Preferred Stock has no preemptive or subscription rights, and there is no sinking fund provision applicable to the Series Q Preferred Stock. The Series Q Preferred Stock does not have voting rights except as required by law. The Series Q Preferred Stock is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series Q Preferred Stock being converted by the conversion price, provided that, the Series Q may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company ~~will~~has ~~have~~ the right (but no obligation) to redeem the Series Q Preferred Stock at any time while the Series Q Preferred Stock are outstanding at a redemption ~~price~~ price equal to the stated value plus any accrued but unpaid dividends. The cumulative dividends are recorded as interest expense. During the year ended December 31, ~~2022~~2023, the Company issued an aggregate of 1250,~~642~~340,~~226~~392 shares of common stock upon conversion of ~~100~~ 195 shares of Series Q preferred stock ~~and exchanged 200 shares of Series F preferred stock for 200 shares of Series Q preferred stock~~. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, ~~2022~~2023, there were ~~615~~420 shares of Series Q preferred stock issued and outstanding.

F-19

Series R

On November 16, 2020, the Company designated 5,000 shares of preferred stock as Series R. The Series R has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends in cash at an annual rate of 10% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series R holders are not entitled to any voting rights except as may be required by applicable law. The Series R is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series R being converted by the conversion price; certain prior investors will also be entitled to certain make-good shares; provided that, the Series R may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company ~~will~~has ~~have~~ the right (but no obligation) to redeem the Series R at any time while the Series R are outstanding at a redemption price equal to, if paid in cash, the stated value plus any accrued but unpaid cash dividends, or, if paid in shares of common stock, in an amount of shares determined by dividing the stated value being redeemed by the conversion price. The subscribers were offered warrants with the purchase of Series R. During the year ended December 31, ~~2022~~2023, the Company issued an aggregate of 44250,~~494~~786,~~096~~688 shares of common stock upon conversion of ~~604~~1,220 shares of Series R preferred stock and the Company’s subsidiary, Water On Demand, Inc., executed a Secured Note Purchase Agreement upon redemption of an aggregate of 100 shares of Series R preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, ~~2022~~2023, there were 21,~~828~~608 shares of Series R preferred stock issued and outstanding.

F-22

Series S

On February 5, 2021, the Company designated 430 shares of preferred stock as Series S. The Series S has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series S holders are not entitled to any voting rights except as may be required by applicable law. The Series S is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series S being converted by the conversion price, provided that, the Series S may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series S at any time while the Series S are outstanding at a redemption price equal to the stated value plus any accrued but unpaid dividends. During the year ended December 31, 2023, the Company issued an aggregate of 8,864,250 shares of common stock upon conversion of 50 shares of Series S preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of December 31, ~~2022~~2023, there were ~~170~~120 shares of Series S preferred stock issued and outstanding.

Series T

On February 24, 2021, the Company designated 630 shares of preferred stock as Series T. The Series T had a stated value of $1,000 per share, and entitled holders to receive cumulative dividends in cash at an annual rate of 10% of the stated value, payable monthly. The Series T holders are not entitled to any voting rights except as may be required by applicable law. The Series T is convertible into common stock of the Company pursuant to the Series T COD, provided that, the Series T may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Company will have the right (but no obligation) to redeem the Series T at any time while the Series T are outstanding at a redemption price equal to the stated value plus any accrued but unpaid dividends. On March 1, 2021, the Company issued an aggregate of 630 shares of Series T Preferred Stock to an accredited investor (the “Purchaser’’) per terms of a Securities Purchase Agreement (the “SPA”). Per the SPA, the Company agreed to sell to Purchaser, and Purchaser agreed to purchase from the Company, 630 shares of the Company’s Series T, and two-year cashless warrants to acquire 25,200,000 shares of the Company’s common stock, valued at $0.05 per share per terms of the SPA, which may be exercised at any time in whole or in part. Per the SPA, the Series T, including any convertible shares acquired pursuant to exercise of the warrants, the Company shall pay 10% annual dividends in cash, paid monthly. Purchaser may convert any portion of the Series T, including convertible shares acquired pursuant to exercise of the warrants, at any time into shares of the Company’s common stock at an agreed upon conversion rate per terms of the SPA. The purchaser and the Company agreed that in lieu of the purchase price for the Series T, the Purchaser transferred to the Company real property, with an aggregate value agreed to be $630,000 based on an appraisal from an international independent company. The real property consists of residential real estate in Buenos Aires Argentina valued at $580,000, and eight undeveloped lots valued at $50,000 in Terralta private neighborhood development. The real property exchanged for 630 shares of Series T was recorded at $630,000 and reflected on the balance sheet as a long term asset for sale. The fair value of the warrants associated with acquiring 25,200,000 preferred shares were valued at $2,037,849, using the Black Scholes model and accounted for as deemed dividends and reflected in stockholder’s equity as accumulated paid in capital.

F-20

Throughout the year 2022, the Company continued its efforts to sell the residential real property and after evaluating several offers it is now actively pursuing an offer for $400,000, which is $114,000 below the previously adjusted value and is indicative of the current real estate market conditions in Buenos Aires Argentina. Based on that indicator of impairment, during the year ended December 31, 2022, the Company further adjusted the previous value of the long term asset for sale from $514,000 to $400,000 on the balance sheet and recorded an impairment of $114,000 in the consolidated financial statements. The Company expects the sale to be completed in Q1, 2023. During the year ended December 31, 2022, the Company issued an aggregate of 86,281,921 shares of common stock upon conversion of 630 shares of Series T preferred stock. As of December 31, 2022, there were no shares of Series T preferred stock issued and outstanding.

Series U

On May 26, 2021, the Company designated 5,000 shares of preferred stock as Series U. The Series U has a stated value of $1,000 per share. The Series U holders are not entitled to any dividends and do not have any voting rights except as may be required by applicable law. The Series U is convertible into common stock of the Company in an amount determined by dividing 150% of the stated value of the Series U being converted by the conversion price; certain prior investors will also be entitled to certain make-good shares; provided that, the Series U may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the lesser of $0.20 or the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series U at any time at a redemption price equal to, if paid in cash, the stated value, or, if paid in shares of common stock, in an amount of shares determined by dividing 200% of the stated value being redeemed by the conversion price then in effect, and adding any applicable make-good shares. During the year ended December 31, ~~2022~~2023, the Company issued an aggregate of 3619,~~497~~051,~~792~~616 shares of common stock upon conversion of ~~682~~ 115 shares of Series U preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of December 31, ~~2022~~2023, there were ~~385~~270 shares of Series U preferred stock ~~issued and outstanding,~~ along with 61,~~246~~561,~~000 Series~~500 B warrants (with an ~~exercise~~a ~~price~~fair value of $~~0.25), and~~2 ~~1,561,500 Series C warrants~~ (with an exercise price of $1~~.00~~) issued and outstanding. ~~with~~These awarrants associated ~~fair~~with ~~value~~Series ofU ~~$16,482 on the original issuance. The warrants~~ were valued using the Black Scholes model (See Note 4).

Series V

On December 1, 2021, the Company filed a certificate of withdrawal of the Company’s certificate of designation of Series V preferred stock and filed a certificate of designation for a new series of Series V preferred stock with the Secretary of State of Nevada. Pursuant to the Series V COD, the Company designated 3,000 shares of preferred stock as Series V. The Series V has an original issue price of $100,000 per share, and holders are entitled to an annual distribution of 25% of annual net profits of newly established Company wholly-owned, Water On Demand subsidiaries, designated by each holder, paid within 3 months of subsidiary’s accounting year-end. The Series V holders are not entitled to any dividends and do not have any voting rights except as may be required by applicable law. The Series V is convertible into common stock of the Company pursuant to the Series V COD, provided that, the Series V may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Company has the right (but no obligation) to redeem the Series V at any time at a redemption price equal to, if paid in cash, the stated value plus any accrued but unpaid distributions of 25% of subsidiary’s annual net profits. During the year ended December 31, 2022, the Company exchanged 4 shares of Series V preferred stock for 4 shares of Series Y preferred stock, and exchanged an aggregate of 3,200,000 warrants associated with the Series V into Series Y. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, 2022, there were no shares of Series V preferred stock issued and outstanding.

F-21

Series W

On April 28, 2021, the Company designated 3,390 shares of preferred stock as Series W. The Series W has a stated value of $1,000 per share, and Series W holders are entitled to cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly. The Series W holders are not entitled to any voting rights except as may be required by applicable law. The Series W is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series W being converted by the conversion price; provided that, the Series W may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock. The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series W at any time at a redemption price equal to the stated value plus any accrued but unpaid dividends. During the year ended December 31, ~~2022~~2023, the Company issued ~~110~~ ~~shares~~an ofaggregate ~~Series W preferred stock in exchange for 110 shares~~ of ~~Series K preferred stock~~ 7, ~~issued~~559,934 ~~210~~ shares of common ~~Series W preferred~~ stock inupon ~~exchange~~conversion ~~for~~of ~~210~~ 33 shares of Series IW preferred stock and ~~issued~~ exchanged an aggregate of ~~21,489,284~~100 shares of ~~common~~Series ~~stock~~K ~~upon~~preferred ~~conversion~~stock offor ~~245~~100 shares of Series W preferred stock. ~~The shares were issued within the terms of the agreement and no gain or loss was recognized.~~ As of December 31, ~~2022~~2023, there were ~~820~~887 shares of Series W preferred stock issued and outstanding.

F-23

Series X

On August 10, 2021, the Company designated 25 shares of preferred stock as Series X. The Series X ~~has~~had a stated value of $10,000 per share. The Series X holders ~~are~~were not entitled to any dividends and dodid not have any voting rights except as may behave been required by applicable law. The Series X iswas convertible into ~~common~~ common stock of the Company pursuant to the Series X COD (see ITEM 15. Exhibit 3.40), provided that, the Series X ~~may~~was not to be converted into common stock to the extent such conversion would ~~result~~have resulted in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which amount may behave been increased up to 9.99% upon 61 days’ written notice). Beginning on the one year anniversary of the subscription agreement for the Series X Preferred Stock, until the two year anniversary of the subscription agreement, the holders ~~will~~had ~~have~~ the right to require the Company to redeem all of the Series X purchased by the subscriber at a price equal to 125% of the $250,000 original purchase price, or $312,500. The holders also ~~have~~had the right, exercisable at any time, to require the Company to redeem all of the holder’s Series X in exchange for the issuance of shares of the Company’s common stock in an amount equal to 250% of the original $250,000 purchase price, or $625,000, divided by the closing price of the Company’s common stock as of the date the holders executed the subscription agreement. During the year ended December 31, 2023, the Company’s subsidiary, Water On Demand, Inc., executed a Secured Note Purchase Agreement upon redemption of an aggregate of 25 shares of Series X preferred stock, which had a stated value of $250,000. The shares were redeemed within the terms of the agreement and no gain or loss was recognized. As of December 31, ~~2022~~2023, there were 25 no shares of Series X preferred stock issued and outstanding.

Series Y

On December 6, 2021, the Company designated 3,000 shares of preferred stock as Series Y. The Series Y has an original issue price of $100,000 per share, and holders are entitled to receive, on a pro rata and pari passu basis, annual distribution of up to 25% of annual net profits of newly established, wholly-owned, Water On Demand subsidiaries, designated by each holder, paid within 3 months of subsidiary’s accounting year-end. The Series Y holders are not entitled to any voting rights except as may be required by applicable law. The Series Y is convertible into common stock of the Company pursuant to the Series Y COD (see ITEM 15. Exhibit 3.41), provided that, the Series Y may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Company has the right (but no obligation) to redeem the Series Y at any time at a redemption price equal to, if paid in cash, the original issue price plus any accrued but unpaid distributions of 25% of the subsidiary’s annual net profits. In addition, the Series Y holders ~~are~~received ~~entitled to receive~~ shares of Series A preferred stock in the Company’s subsidiary Water On Demand, Inc. ~~Between~~or ~~January~~warrants 20to purchase common shares in Water On Demand, Inc. ~~2022~~During ~~and~~the ~~January~~year 25ended December 31, ~~2022~~2023, the Company ~~issued 4 shares of~~received ~~Series~~aggregate Ynet ~~preferred~~funding ~~stock~~ in ~~exchange~~the amount ~~for 4 shares~~of $610,450 through the sale of Series VY preferred stock, ~~for~~including anthe ~~aggregate~~redemption ~~value~~ of ~~$400,000, and issued~~ an aggregate of ~~3,200,000~~0.25 ~~warrants~~shares ~~with a fair value~~ of Series ~~$93,915~~Y ~~upon~~preferred ~~original~~stock ~~issuance~~equal to the ~~Series~~stated Yvalue ~~investors.~~of ~~During the year ended December 31~~$25, ~~2022~~000, ~~the~~and ~~Company~~ issued an aggregate of ~~150~~358,~~578~~587,~~177~~063 shares of common stock upon conversion of 2019 shares of Series Y preferred stock. ~~Per~~The ~~the~~shares ~~Series~~were Yissued ~~COD,~~within ~~$2,640,639 of~~ the ~~$5,281,277 aggregate~~terms ~~received~~of the ~~for~~agreement ~~Series~~and Yno ~~during~~gain ~~the~~or ~~year~~loss ~~ended December 31, 2022~~ was ~~classified as restricted cash~~recognized. As of December 31, ~~2022~~2023, there were 3724.56 shares of Series Y preferred stock along with 4551,~~650~~413,~~216~~816 warrants with a fair value of $~~514~~243,~~153~~079 (with exercise prices between $0.13 and $0.25) issued and outstanding. The warrants were valued using the Black Scholes model (See Note 4).

F-22

Series Z

On February 11, 2022, the Company designated 25 shares of preferred stock as Series Z. The Series Z has an original issue price of $10,000 per share. The Series Z holders are not entitled to dividends or any voting rights except as may be required by applicable law. The Series Z is convertible into common stock of the Company pursuant to the Series Z COD (see ITEM 15. Exhibit 3.42), provided that, the Series Z may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which amount may be increased up to 9.99% upon 61 days’ written notice). The Company has the right (but no obligation) to redeem the Series Z at any time at a redemption price equal to the original issue price plus any accrued but unpaid distributions of 25% of Subsidiary’s annual net profits. On February 18, 2022, the Company issued and sold to an accredited investor an aggregate of 25 shares of Series Z preferred stock for a purchase price of $250,000 and issued an aggregate of 2,500,000 warrants. ~~with~~During athe ~~fair~~year ~~value~~ended ofDecember ~~$27~~31,~~589~~ ~~(with~~2023, the Company issued an ~~exercise~~aggregate ~~price~~of 61,728,395 shares of ~~$0.10)~~common stock upon conversion of to 25 shares of Series Z ~~holders~~preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of December 31, ~~2022~~2023, there were 252,500,000 warrants with a fair value of $8,892 (with an exercise price of $0.10) and no shares of Series Z preferred stock issued and outstanding.

~~As of December 31, 2022, the Company accrued aggregate dividends in the amount of $415,597 for all series of preferred stock.~~F-24

~~The~~As ~~Series~~of J,December ~~Series L~~31, ~~Series M~~2023, ~~Series O,~~the ~~Series P, Series Q Series R, Series S, Series T, Series U, Series V, Series W, Series X, Series Y, and Series Z preferred stock are~~Company ~~accounted~~accrued ~~for~~aggregate ~~outside~~dividends ofin ~~permanent equity due to~~ the ~~terms~~amount of ~~conversion~~$523,403 atfor aall ~~market~~series ~~component or stated value~~ of ~~the~~ preferred stock.

~~Water~~During Onthe ~~Demand~~year ended December 31, 2023, ~~Inc~~the Company redeemed an aggregate of 853,916,484 shares of common stock at prices ranging from $0.006 ~~(‘WODI’)~~to $.013 per share with a ~~Preferred~~value ~~Stock~~of $85,391 relating to Series R and Series Y conversions and settlement agreements with certain WODI convertible secured promissory note holders.

OnThe ~~April~~Series 22J, ~~2022~~Series L, ~~WODI~~Series ~~designated~~M, 50Series O,~~000~~ Series P,~~000~~ ~~shares~~Series ofQ, ~~authorized~~Series R, Series S, Series U, Series W, Series X, Series Y, and Series Z preferred stock are accounted for outside ~~Preferred~~of ~~Stock~~permanent equity due to the terms of conversion at ~~$0.0001~~a ~~par~~market component or stated value ~~per~~of ~~share~~the preferred stock.

Water On ~~October 13~~Demand, ~~2022, the Company filed certificates of designation for the Series A Preferred Stock and Series C Preferred Stock~~Inc. ~~1,000,000~~ ~~shares are designated as Series A Preferred Stock and 1,000,000~~(“WODI”) ~~shares are designated as Series C~~ Preferred Stock.

On April 22, 2022, WODI designated 50,000,000 shares of authorized Preferred Stock at $0.0001 par value per share which increased to 100,000,000 shares of authorized Preferred Stock at $0.0001 par value due to WODI’s merger with PWT on September 21, 2023.

Series A

On October 13, 2022, ~~the~~WODI ~~Company~~ designated 1,000,000 shares of its authorized preferred stock as Series A preferred stock. The shares of Series A preferred stock ~~are~~were reserved for issuance to the holders of ~~the~~parent Company’s Series Y preferred shares ~~in WODI’s parent entity, Originclear, Inc.~~ and ~~shall~~issuable ~~be issued~~ to the holders of the Series Y shares at a ratio of 500:1. The holders of Series A preferred shares ~~shall~~were not be entitled to dividends and ~~shall~~were not be entitled to a vote until such time as the Series A preferred shares ~~are~~were converted to common shares. Each share of Series A preferred stock ~~shall~~was be convertible, at any time at the conversion ratio of 50:1, or such other rate as determined by the Board, provided, however that at no time shall the total number of issued and outstanding Series A preferred shares, on a converted basis, be less than ten percent (10%) (‘Dilution Floor’) of the total authorized shares of common stock (on a fully diluted basis) based upon an anticipated sale of $20,000,000 in Series Y shares. The dilution floor ~~shall~~was to be adjusted proportionately based upon the actual number of Series Y shares sold. On November 7, 2022, ~~the~~WODI ~~Company~~ filed an Amended and Restated Certificate of Incorporation and effected a 20:1 reverse stock split with respect to the ~~Common~~common ~~Shares~~shares and the Series A ~~Preferred~~preferred ~~Shares~~shares.

OnDuring ~~October~~the ~~18,~~year ~~2022~~ended December 31, 2023, WODI issued ~~an aggregate of 28,756~~ shares of its Series A preferred stock, ~~and was issued~~ to certain holders of the Company’s Series Y preferred stock at par value of $0.0001. ~~After the 20:1 reverse stock split, there were 1,475 shares of Series A preferred stock issued and outstanding.~~

~~F-23~~Valuation

The Series A preferred shares were valued by an independent valuation expert based on a Probability Weighted Expected Return Methodology (“PWERM”) with an underlying Discounted Cash Flow (“DCF”) analysis.

The following parameters were considered in this analysis:

Two settlement options – either a merger occurs with the SPAC and the likelihood of it occurring or the merger does not occur.

F-25

Three main tranches of valuation dates were considered based on the dates of bulk issuances of shares.

SPAC offer value – which was based on management’s representations of the terms under negotiation during the time of issuances.

Base value of WODI – which was supported by a market analysis completed by management at the time of implementing the Reg A offering and a subsequent increase in base value in Q3, 2023 based on the estimated fair value of the Modular Water Systems assets contributed to the business and merger with PWT.

Timing of a settlement event/conversion event for the Series A shares under the two settlement options.

The expected outstanding issuance of Series Y and convertible debt as of settlement

Based on the above, the value of WODI Series A preferred shares were determined to be as follows:

Valuation Date	Fair Value of shares
12/28/2022	$	56.68
02/08/2023	$	106.67
06/15/2023	$	266.73
08/21/2023	$	54.58

For the shares issued during the year ended December 31, 2023, an aggregate expense of $382,793 for the year ended December 31, 2023 was recorded as preferred stock incentive compensation in the consolidated financial statements.

Due to WODI’s merger with PWT on September 21, 2023 (See Note 11), all Series A preferred shares were fully converted to common stock in WODI. The shares were converted within the terms of the agreement and no gain or loss was recognized. As of December 31, 2023, there were 0 shares of Series A preferred stock issued and outstanding.

Series B

On April 28, 2023, WODI designated 1,000,000 shares of its authorized preferred stock as Series B preferred stock. The shares of Series B preferred stock had an initial issuance value of $5.00 per share and were reserved for issuance to the holders of parent Company’s, OriginClear, Inc., Series X preferred shares and other direct issuances at the discretion of the WODI board of directors. The holders of Series B preferred shares were not entitled to dividends and were not entitled to a vote until such time as the Series B preferred shares are converted to common shares. Each share of Series B preferred stock were convertible, at any time per terms of the Series B Certificate of Designation on a 1:1 basis, provided, however that at no time shall the total number of issued and outstanding Series B preferred shares, on a converted basis, be less than 2.5 percent (2.5%) (‘Dilution Floor’) of the total authorized shares of common stock (on a fully diluted basis) based upon an anticipated issuance of $5,000,000 in Series B shares. The dilution floor was to be adjusted proportionately based upon the actual number of Series B shares. During the year ended December 31, 2023, WODI issued shares of its Series B preferred stock with a par value of $0.0001, to certain holders of the Company’s Series X preferred stock and holders of WODI Note Purchase Agreements.

F-26

Valuation

The Series B preferred shares were valued by an independent valuation expert based on a Probability Weighted Expected Return Methodology (“PWERM”) with an underlying Discounted Cash Flow (“DCF”) analysis.

The following parameters were considered in this analysis:

Two settlement options - either a merger occurs with the SPAC and the likelihood of it occurring or the merger does not occur.

SPAC offer value – which was based on management’s representations of the terms under negotiation during the time of issuances.

Timing of a settlement event/conversion event for the Series B shares under the two settlement options.

The expected outstanding issuance of Series Y and convertible debt as of settlement

Based on the above, the value of WODI Series B preferred shares were determined to be as follows:

Valuation Date	Fair Value of shares
06/27/2023	$	0.36
08/21/2023	$	0.37

For the year ended December 31, 2023, the shares granted in Q2 and Q3 were valued at $0.36 and $0.37 per share respectively, for an aggregate expense of $193,825 and recorded as preferred stock incentive compensation in the consolidated financial statements.

Due to WODI’s merger with PWT on September 21, 2023 (See Note 11), all Series B preferred shares were fully converted to common stock in WODI. The shares were converted within the terms of the agreement and no gain or loss was recognized. As of December 31, 2023, there were 0 shares of Series B preferred stock issued and outstanding.

Series C

On October 13, 2022, the Board of ~~Directors~~ Directors authorized the issuance of 1,000,000 shares of Series C preferred stock, par value $0.0001 per share, to T. Riggs Eckelberry (the “Holder”) in exchange for his continued employment with the Company. The ~~holder~~Holder of Series C preferred stock iswas not entitled to receive dividends, was is not entitled to any liquidation preference and shares of Series C preferred stock ~~does~~did not have any conversion rights. The ~~holder~~Holder of Series C ~~Preferred~~preferred ~~Shares~~shares ~~(“Holder”)~~ shall vote with the holders of the common shares on an as converted basis. However, as long as any shares of Series C ~~Preferred~~preferred ~~Shares~~shares ~~are~~were outstanding, the Company ~~shall~~was not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series C ~~Preferred~~preferred ~~Shares~~shares directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series C ~~Preferred~~preferred ~~Shares~~shares or alter or amend this Certificate of Designation, (b) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Series C ~~Preferred~~preferred ~~Shares~~shares, or (d) enter into any agreement with respect to any of the foregoing. Notwithstanding the foregoing, the Holder ~~shall~~was be entitled to vote a number of shares equal to fifty-one percent (51%) of the total number of voting shares. AsDue ofto ~~December~~WODI’s merger ~~31,~~with ~~2022,~~PWT ~~there~~(See ~~were~~Note 111),~~000,000~~ ~~shares of~~all Series C preferred ~~stock~~shares ~~issued~~were atcancelled ~~par~~per ~~value~~the plan of $0merger agreement dated September 21, 2023.~~0001.~~ As of December 31, ~~2022~~2023, there were ~~1,000,000~~0 ~~shares~~ of Series C preferred stock outstanding ~~with a value of $100, held by Mr~~. ~~Eckelberry.~~

F-27

OriginClear, Inc. Common Stock

On October 20, 2022, the Company entered ~~into~~ into an Equity Financing Agreement (“Financing Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to to purchase, at the Company’s sole discretion, up to $25,000,000 worth of the shares of the Company’s common stock (the “Shares”), par value $0.0001 per share. In accordance with the terms of the Financing Agreement and the Registration Rights Agreement (“Registration Agreement”) dated October 20, 2022 between the Company and GHS, the Company was required to register the Shares on Form S-1 with the Securities and Exchange Commission as a condition precedent to GHS’s obligation to close on the purchase of the Shares. On December 27, 2022, the Securities and Exchange Commission issued a Notice of Effectiveness of the Registration Statement filed on Form S-1 (File Number 333-268608) for OriginClear, Inc. ~~During~~Per Financing Agreement, during the year ended December 31, ~~2022~~2023, the Company ~~did~~received an ~~not~~aggregate ~~avail~~of ~~any~~$141,373 ~~financing~~in ~~pertaining to~~equity ~~this~~financing ~~agreement~~ and ~~did~~issued ~~not~~an ~~issue~~aggregate ~~any~~of 20,492,456 shares of the Company’s common stock to GHS based upon conversion prices ranging from $0.0058 to $0.0082.

Year ended December 31, 2023

The Company issued 55,788,402 shares of common stock upon conversion of a convertible promissory note in the amount of principal of $91,000, plus accrued interest of $76,365, for a total aggregate of $167,365 based upon a conversion price of $0.0085. The shares were issued within the terms of the agreements and no gain or loss was recognized.

The Company issued 80,519,927 shares of common stock for services at fair value of $782,605, at share prices ranging from $0.0073 – $0.0146.

The Company issued 869,449 shares of common stock for Series O preferred stock dividends payable.

The Company issued 11,584,932 shares of common stock for alternate vesting at a fair value of $120,540.

The Company issued 306,434,197 shares of common stock at par value for settlement of conversion agreements at a fair value of $30,644. These issuances were made to settle shareholder disputes regarding timing of the conversion of preferred shares into common shares. The shares were issued within the terms of the agreement and no gain or loss was recognized.

The Company issued 764,640,346 shares of common stock upon conversion of $3,704,500 of preferred stock. The shares were issued within the terms of the agreements and no gain or loss was recognized.

The Company redeemed 853,916,848 shares of common stock at fair value ranging between $0.0064 to $0.01 in the amount of $7,499,390 (see Note 6).

Year ended December 31, 2022

The Company issued 39,900,514 shares of common stock for the settlement of convertible promissory notes in an aggregate principal amount of $155,300, plus interest in the amount of $115,246, for a total aggregate of $270,546 based upon a conversion price of $0.00955.

The ~~Company~~ Company issued 63,201,050 shares of common stock for services at fair value of $1,433,828, at share prices ranging from $0.0051 - to $0.0135.

The Company issued 1,256,639 shares of common stock for Series O preferred stock dividends payable.

~~The Company issued 180,650,284 shares of common stock for settlement of conversion agreements at a fair value of $18,065.~~ F-28

The Company issued ~~421~~ 179,~~892~~090,~~206~~ 390 shares of common stock ~~upon~~for settlement of conversion agreements at a fair value of  $417,~~962,501~~ 909. These issuances were made to settle shareholder disputes regarding timing of the conversion of preferred ~~stock~~shares into common shares. The shares were issued within the terms of the agreement and no gain or loss was recognized.

~~Year~~The Company ~~ended~~issued ~~December~~421,892,206 31shares of common stock upon conversion of $4,962,347 of ~~2021~~preferred stock.

The Company issued 13,927,622 shares of common stock for the settlement of convertible promissory notes in an aggregate principal amount of $81,150, plus interest in the amount of $52,555, based upon a conversion price of $0.00955.

The Company issued 33,476,294 shares of common stock for services at fair value of $2,229,695 at share prices ranging from $0.0229 - $0.124.

The Company issued 790,089 shares of common stock for Series O preferred stock dividends payable.

F-24

The Company issued 190,205,395 shares of common stock upon conversion of 5,550,861 shares of preferred stocks.

The Company issued 1,000,000 shares of common stock upon exercise of 1,000,000 warrants at an exercise price of $0.05 per share for $50,000.

The Company issued 1,798,562 shares of common stock at a price of $0.0695 in conjunction with the sale of Series X preferred stock and recognized a loss of $125,000 in the financial statements.

The Company issued 633,282 shares of common stock for make good shares for Series P preferred stock.

Water On Demand, Inc. (‘WODI’) Common Stock

On ~~April~~February 2217, ~~2022~~2023, the ~~Company~~Securities and ~~designated~~Exchange ~~500,000,000~~Commission ~~shares~~qualified the Offering Circular for the offering of ~~authorized Common~~securities ~~Stock~~by atWODI $0pursuant to Regulation A offering (the “Reg A offering”).~~0001~~ ~~par~~The ~~value~~Reg ~~per~~A ~~share~~Offering was intended to accumulate capital for WODI to direct toward WOD projects.

On ~~August~~March 129, ~~2022~~2023, ~~WODI entered into Restricted Stock Grant Agreement (“~~the ~~RSGA”)~~Company ~~with its Chief Executive Officer, Mr. T. Riggs Eckelberry, to create management~~announced ~~incentives~~that toit ~~improve~~launched ~~the~~a ~~economic~~limited ~~performance~~preview of the ~~Company.~~Reg ~~Pursuant~~A tooffering ~~the~~for ~~agreement, Mr~~WODI. ~~T. Riggs Eckelberry was granted 80,000,000 (4,000,000 post reverse split) restricted stock awards.~~

OnAs ~~August~~of ~~12,~~June ~~2022~~26, ~~WODI~~2023 ~~entered into Restricted Stock Grant Agreements~~ (“the ~~BEC RSGA~~“Termination date”), ~~with~~the ~~its~~Company ~~members~~suspended of the ~~Board,~~sale ~~employees,~~of ~~and~~securities ~~consultants~~under tothe ~~create management~~Reg ~~incentives~~A tooffering ~~create~~for ~~management~~WODI. ~~incentives~~As toof ~~improve~~ the ~~economic~~Termination ~~performance~~Date, ofshares under the ~~Company.~~Reg ~~Pursuant~~A tooffering ~~the~~were ~~agreements, WODI~~sold ~~granted~~for antotal ~~aggregate~~proceeds of 96$60,000~~,000 (4,800,000 post reverse split) restricted stock awards to the Board, Employees and Consultants~~.

~~On August 19, 2022, the Company issued 100,000,000 (5,000,000 post~~Non-~~reverse~~controlling ~~split)~~Interest ~~shares of Common Stock to OCLN, which is the Parent Company for $25,000 in cash.~~

OnAs of ~~October~~December 2831, ~~2022~~2023, WODI had issued and outstanding shares, of which, the Company ~~filed~~owns 90.83%, with a ~~certificate~~minority, non-controlling interest of ~~amendment~~9.17%. ~~to increase~~The ~~the~~following ~~authorized~~table ~~shares~~shows ofWODI ~~Common~~ownership ~~Stock~~percentage toas 3of December 31,~~000,000,000.~~ 2023:

On November 7, 2022, the Company effected a 20:1 reverse stock split with respect to the Common Shares pursuant to which 5,000,000 common shares remain outstanding and held by OCLN as of December 31, 2022.

WODI common stock holders	Ownership %
OriginClear, Inc.		90.83	%
Prior Reg A Holders		0.19	%
Prior Series A Holders		3.87	%
Prior Series B Holders		5.11	%
Total		100	%

~~4. OPTIONS AND WARRANTS~~F-29

~~Restricted Stock~~5. toRESTRICTED ~~CEO~~STOCK GRANTS AND WARRANTS

~~Between May 12, 2016, and January 1, 2022, the Company entered into~~ Restricted Stock ~~Grant~~Grants ~~Agreements (“the RSGAs”) with its Chief Executive Officer, Riggs Eckelberry,~~ to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGAs are performance based shares. The RSGAs provides for the issuance of up to an aggregate of 242CEO,~~109,214~~ ~~shares of~~ the ~~Company’s common stock to Mr. Eckelberry provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue~~Board, ~~calculated~~Employees in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to an aggregate of 121,054,607 shares of its common stock; b) If the Company’s consolidated operating profit (Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), calculated in accordance with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported in the Company’s SEC Reports, the Company will issue up to an aggregate of 121,054,607 shares of its common stock. The Company has not recognized any costs associated with the milestones, because achievement is not probable. As the performance goals are achieved, the shares shall become eligible for vesting and ~~issuance.~~Consultants

FBetween May 12, 2016, and August 4, 2022, the Company entered into Restricted Stock Grant Agreements (“the RSGAs”) with its Chief Executive Officer, the Board, Employees and Consultants to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGAs are performance based shares. The RSGAs provide for the issuance of shares of the Company’s common stock provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, and b) If the Company’s consolidated operating profit (Operating Profit = Operating Revenue -25 Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), calculated in accordance with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported in the Company’s SEC Reports. The Company has not recognized any costs associated with the milestones, because achievement is not probable.

~~Restricted~~On August 14, 2019, the Board ~~Stock~~of Directors approved an amendment to the ~~Board~~RSGAs to include an alternative vesting schedule for the Grantees and on January 26, ~~Employees~~2022, the Company amended the procedures for processing the RSGAs. If the fair market value of the Company’s common stock on the date the shares are vested is less than the fair market value of the Company’s common stock on the effective date of the RSGAs, then the number of vested shares issuable (assuming all conditions are satisfied per terms of the alternative vesting schedule) shall be increased so that the aggregate fair market value of vested shares issuable on the vesting date equals the aggregate fair market value that such number of shares would have had on the effective date. Upon the occurrence of a Company performance goal, the right to participate in the alternate vesting schedule will terminate, and ~~Consultants~~the vesting of the remaining unvested shares will be as set forth under the RSGAs. Shares are issued under the alternate vesting schedule per terms of the agreements after electing and qualifying requirements are met.

~~Between~~During ~~May 12, 2016, and August 4, 2022,~~ the ~~Company~~year ~~entered~~ended ~~into~~December ~~Restricted Stock Grant Agreements (“the BEC RSGAs”) with its members of the Board~~31, ~~employees~~2023, ~~and~~upon ~~consultants~~qualifying ~~to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable~~ under the ~~BEC~~alternative ~~RSGAs~~vesting ~~are performance based shares. The BEC RSGAs provide for the issuance of up to 296~~schedule,~~678,542 shares~~ of the Company’s ~~common~~issued stock to employees and consultants provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to an aggregate of ~~148~~11,~~339~~584,~~271~~ 932 shares ofrelating ~~its~~to ~~common stock; b) If~~ the ~~Company’s consolidated~~RSGAs ~~operating~~and ~~profit Operating~~recognized ~~Profit~~an =aggregate ~~Operating~~expense ~~Revenue - Cost~~ of ~~Goods Sold - Operating Expenses - Depreciation & Amortization)~~$120, ~~calculated~~540 inwhich ~~accordance~~is ~~with~~reflected ~~generally~~on ~~accepted accounting principles, equals or exceeds $1,500,000 for~~ the ~~trailing twelve~~financial ~~month~~statements ~~period~~ as ~~reported as reported in the Company’s SEC reports, the Company will issue up to an aggregate of 148,339,271 shares of its common~~ stock~~. The Company has not recognized any costs associated with the milestones, because achievement is not probable. As~~-based ~~the performance goals are achieved, the shares shall become eligible for vesting and issuance~~compensation.

On August 14, 2019, the Board of Directors approved an amendment to the RSGAs and BEC RSGAs to include an alternative vesting schedule for the Grantees and on January 26, 2022, the Company amended the procedures for processing the RSGAs and BEC RSGAs. Once a Grantee is eligible to participate in alternate vesting, then they will be added to the list of alternate vestees, enlarging the pool of vestees among which, 10% of stock sales that are allowed under the agreement is divided for the next year. The Company then (i) calculates the value of the Company common stock traded in the year immediately prior to the vesting year, using daily adjusted close and volume, as quoted on the public securities trading market on which the Company’s common stock is then traded (ii) determines the cost basis of the shares, which shall be the closing price quoted on the public securities trading market, quoted on the first trading day of the vesting year which will be the grantee’s cost basis, and (iii) applies the 10% calculation and divides it into the number of qualifying alternate vestees, giving the gross number of shares available to each Grantee. For each alternate vestee for each year in which there occurs a vesting or a potential vesting, the Company (i) does a 90F-day lookback from the first day of the latest vesting month, to limit cumulative vesting of shares for each alternate vestee for the 90-day period to 1% of total Company shares of common stock outstanding for the period, using the then current figure for shares outstanding at the time of the lookback; (ii) places the excess shares (the “Overlimit Shares”) in suspense for issuance in the next 90-day period so that in each future 90-day period they may be issued, and (iii) if on the 90-day lookback, cumulative issuances are less than 1% of shares outstanding, the Company will add the shares from previous 90-day lookback, if any. For the avoidance of doubt, the Company will not record any Overlimit Shares as vested until such as time as they have been finally issued. If the fair market value of the Company’s common stock on the date the shares are vested is less than the fair market value of the Company’s common stock on the effective date of the RSGA or BEC RSGA, then the number of vested shares issuable (assuming all conditions are satisfied) shall be increased so that the aggregate fair market value of vested shares issuable on the vesting date equals the aggregate fair market value that such number of shares would have had on the effective date. Upon the occurrence of a Company performance goal, the right to participate in the alternate vesting schedule will terminate, and the vesting of the remaining unvested shares will be as set forth under the restricted stock award agreement.30

During the year ended December 31, 2022, upon qualifying under the alternative vesting schedule, the Company issued an aggregate of 632,327 shares relating to the RSGAs and an aggregate of 390,865 shares relating to the BEC RSGAs.

F-26

Warrants

During the year ended December 31, ~~2022~~ 2023, the Company issued 445,~~750~~403,~~216~~600 purchase warrants, associated with ~~the~~ preferred ~~stocks~~stock. A summary of the Company’s warrant activity and related information follows for the years ended December 31, ~~2022~~2023 and ~~2021~~2022:

	2022						2021
	2023						2022
	Number of Warrants			Weighted average exercise price			Number of Warrants			Weighted average exercise price
Outstanding - beginning of year		~~217~~93,~~085~~344,~~783~~989		$	0.~~0868~~1217			15217,~~922~~085,~~044~~783		$	~~500~~0.030868
Granted		445,~~750~~403,~~216~~600		$	0.~~1236~~125			~~218~~44,~~085~~750,~~783~~216		$	0.~~0868~~1236
Exercised		-			-			~~(1,000,000~~-	)		~~(0.05~~-	)
Expired		(~~168~~33,~~491~~946,~~010~~000	)	$	(0.~~0686~~0905	)		(15168,~~922~~491,~~044~~010	)	$	(~~500~~0.030686	)
Outstanding - end of year		9364,~~344~~802,~~989~~589		$	0.~~1217~~1383			~~217~~93,~~085~~344,~~783~~989		$	0.~~0868~~1217

At December 31, ~~2022~~2023 and ~~2021~~2022, the weighted average remaining contractual life of warrants outstanding:

		2022						2021
		2023						2022
						Weighted Average						Weighted Average
						Remaining						Remaining
Exercisable		Warrants		Warrants		Contractual		Warrants		Warrants		Contractual
Prices		Outstanding		Exercisable		Life (years)		Outstanding		Exercisable		Life (years)
$	0.02		600,000		600,000		32.67		600,000		600,000		43.67
$	0.05		~~25,200,000~~0		~~25,200,000~~0		0~~.16~~		~~125~~25,~~698~~200,~~340~~000		~~125~~25,~~698~~200,~~340~~000		0.~~14 -1.~~16
$	0.10		52,~~000~~500,000		52,~~000~~500,000		03.~~89 - 4.~~14		675,~~292~~000,~~670~~000		675,~~292~~000,~~670~~000		0.1489 - 04.7414
$	0.25		103,~~006~~760,000		103,~~006~~760,000		03.~~96 - 4.~~0		1310,~~206~~006,000		1310,~~206~~006,000		10.505 - 54.00
$	0.0275		8,727,273		8,727,273		87.41		8,727,273		8,727,273		9,8.41
$	0.125		4247,~~250~~653,~~216~~816		4247,~~250~~653,~~216~~816		43.0 - 5.0		-42,250,216		-42,250,216		-4.0 – 5.0
$	1.00		1,561,500		1,561,500		20.50 - 20.7496		1,561,500		1,561,500		21.50 - 21.7496
			93,344,989		93,344,989				217,085,783		217,085,783
			64,802,589		64,802,589				93,344,989		93,344,989

At December 31, ~~2022~~2023 and ~~2021~~2022, the aggregate intrinsic value of the warrants outstanding was $0.

5During the year ended December 31, 2023, the Company sold an aggregate of 1,087,689 3-year cashless warrants with immediate vesting for an aggregate amount of $325,000. The ~~CONVERTIBLE~~exercise ~~PROMISSORY~~price ~~NOTES~~of these warrants is $1.00 with a fair value of $42,351.

As6. ofCONVERTIBLE ~~December~~PROMISSORY ~~31,~~NOTES ~~2022~~OriginClear, ~~the outstanding convertible promissory notes are summarized as follows:~~Inc.

Convertible Promissory Notes	$	4,274,255
Less current portion		2,385,483
Total long-term liabilities	$	1,888,772

As of December 31, 2023, the outstanding convertible promissory notes are summarized as follows:

Maturities of long-term debt for the next three years are as follows:

Convertible Promissory Notes	$	2,617,691
Less current portion		(2,472,944	)
Total long-term liabilities	$	144,747

Year Ending December 31,	Amount
2023		2,385,483
2024		1,875,000
2025		13,772
	$	2,926,755

F-31

ToOn various ~~acquire~~dates from November 2014 through April 2015, the ~~equity interests~~Company inissued unsecured convertible promissory notes (the ~~SPAC~~“2014-2015 Notes”), that matured on various dates and were extended for an additional sixty (60) months from the ~~purchase~~effective ~~price~~date of ~~$400,000~~each ~~and~~Note. toThe ~~pay~~2014-2015 Notes ~~off~~bear ~~the~~interest ~~promissory~~at 10% ~~notes~~per ~~the~~year. ~~SPAC~~The ~~owed~~maturity dates were extended to ~~sellers,~~November ~~WODI~~2023 ~~raised~~through ~~capital~~April 2024. The 2014-2015 Notes may ~~and~~be ~~issued~~converted ~~convertible~~into ~~secured~~shares ~~promissory~~of ~~notes~~the inCompany’s common stock at conversion prices ranging from the ~~amount~~lesser of $14,~~347,500~~200 to $9,800 (subject to ~~investors~~adjustment atfor ~~10%~~stock ~~interest~~splits, ~~per~~dividends, ~~annum.~~combinations ~~Per~~and other similar transactions) or 50% of the ~~terms~~lowest ~~and~~trade price on any trade ~~conditions~~day following issuance of the ~~convertible~~2014-2015 ~~promissory~~Notes. ~~notes~~In addition, ~~all~~for ~~unpaid~~as ~~principal,~~long ~~together~~as ~~with~~the ~~any~~2014-2015 ~~unpaid~~Notes ~~and~~or ~~accrued~~other ~~interest~~convertible ~~shall~~notes bein ~~due~~effect between the purchaser and ~~payable on~~the Company are outstanding, if the ~~earlier~~Company issues any security with terms more favorable than the terms of the ~~twelve~~2014-2015 Notes ~~(12)~~or ~~month~~such ofother convertible notes or a term was not similarly provided to the ~~date~~purchaser of the 2014-2015 Notes ~~(the~~or ~~“Maturity~~such ~~Date”)~~other ~~(provided~~convertible notes, ~~WODI~~then such more favorable or additional term shall, ~~have~~at the purchaser’s option, become part of the 2014-2015 Notes and such toother ~~extend~~convertible notes. The conversion feature of the ~~Maturity~~2014-2015 ~~Date~~Notes ~~for~~was upconsidered toa ~~two~~derivative ~~(2)~~in ~~six~~accordance with current accounting guidelines because of the reset conversion features of the 2014-~~month~~2015 ~~extensions,~~Notes. orDuring ~~(ii)~~the ~~when~~year ended December 31, ~~upon~~2023, the ~~occurrence~~Company ~~and~~issued 55,788,402 shares upon ~~during~~conversion of principal in the ~~continuance~~amount of ~~an Event~~$91,000, plus accrued interest of ~~Default~~$76,365. As of December 31, ~~2022~~2023, the ~~Company~~2014-2015 Notes had ~~convertible~~an ~~promissory~~aggregate ~~notes~~remaining inbalance ~~the~~of ~~amount~~ $683,700 of which $1615,~~347~~000,~~500~~ ~~outstanding~~is short term and $68,700 is long term.

FThe unsecured convertible promissory notes (the “OID Notes”) had an aggregate remaining balance of $184,124, plus accrued interest of $13,334. The OID Notes included an original issue discount and one-27time interest, which has been fully amortized. The OID Notes matured on June 30, 2023, which were extended to June 30, 2028. The OID Notes were convertible into shares of the Company’s common stock at a conversion price initially of $30,620. After the amendment, the conversion price changed to the lesser of $5,600 per share, or b) fifty percent (50%) of the lowest trade price of common stock recorded since the original effective date of this note, or c) the lowest effective price per share granted to any person or entity after the effective date. The conversion feature of the OID Notes was considered a derivative in accordance with current accounting guidelines, because of the reset conversion features of the OID Notes. During the year ended December 31, 2023, an addendum to the OID Note was effectuated to accrue interest on a monthly basis. As of December 31, 2023, the remaining balance on the OID Notes was $62,275, which is long term.

OnThe ~~various dates from November 2014 through April 2015, the~~ Company issued various, unsecured convertible promissory notes (the “~~2014-~~2015 Notes”), ~~that~~ ~~matured~~ on various dates ~~and~~with ~~were~~the ~~extended~~last ~~for~~of anthe ~~additional~~2015 Notes ~~sixty~~being ~~(60)~~issued ~~months~~in ~~from~~August ~~the~~2015. ~~effective~~The ~~date~~2015 ofNotes ~~each~~matured ~~Note. The~~and ~~2014-2015 Notes~~were ~~bear~~extended ~~interest~~from atthe ~~10%~~date ~~per~~of ~~year.~~each ~~The~~tranche through maturity dates ~~were~~ending on ~~extended~~February to2024 ~~November~~through ~~2023~~March ~~through~~2024, and April 2024 through August 2024. The ~~2014-~~2015 Notes ~~may~~bear beinterest at 10% per year. The 2015 Notes ~~converted~~are convertible into shares of the Company’s common stock at conversion prices ranging from the lesser of $41,~~200~~ 400 to $95,~~800~~ 600 (subject to to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade ~~day~~ day following issuance of the ~~2014-~~2015 Notes. In addition, for as long as the 2014-2015 Notes or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the 2014-2015 Notes or such other convertible notes or a term was not similarly provided to the purchaser of the 2014-2015 Notes or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the 2014-2015 Notes and such other convertible notes. The conversion feature of the ~~2014-~~2015 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the ~~2014-~~2015 Notes. ~~During the year ended December 31, 2022, the Company issued 39,900,514 shares of common stock, upon conversion of $155,300 in principal, plus accrued interest of $115,247.~~ As of December 31, ~~2022~~2023, the ~~2014-~~2015 Notes had an aggregate remaining balance of $~~774~~1,~~700~~200,000, which ~~$159,700~~ is short term ~~and $615,000 are long term~~.

The unsecured convertible promissory notes (the “OID Notes”) had an aggregate remaining balance of $184,124, plus accrued interest of $13,334. The OID Notes included an original issue discount and oneF-time interest, which has been fully amortized. The OID Notes matured on December 31, 2017, which were extended to June 30, 2023. The OID Notes were convertible into shares of the Company’s common stock at a conversion price initially of $30,620. After the amendment, the conversion price changed to the lesser of $5,600 per share, or b) fifty percent (50%) of the lowest trade price of common stock recorded since the original effective date of this note, or c) the lowest effective price per share granted to any person or entity after the effective date. The conversion feature of the OID Notes was considered a derivative in accordance with current accounting guidelines, because of the reset conversion features of the OID Notes. As of December 31, 2022, the remaining balance on the OID Notes was $62,275, which is short term.  32

The ~~Company~~ Company issued ~~various,~~a ~~unsecured~~ convertible ~~promissory~~note ~~notes~~ (the “Dec 2015 ~~Notes~~Note”), onin ~~various~~exchange ~~dates~~for ~~with~~accounts payable in the ~~last~~amount of ~~the~~$432,048, ~~2015 Notes~~which ~~being~~could ~~issued~~be inconverted ~~August~~into ~~2015.~~shares ~~The~~of ~~2015~~the ~~Notes~~Company’s ~~matured~~common ~~and~~stock ~~were~~after ~~extended~~December ~~from~~31, ~~the~~2015. ~~date~~The ofDec ~~each~~2015 ~~tranche~~Note ~~through~~was ~~maturity~~accounted ~~dates~~for ~~ending~~under ASC on470, ~~February 2024~~whereby, ~~through~~a ~~March~~beneficial ~~2024,~~conversion ~~and~~feature ~~April~~was ~~2024~~recorded ~~through~~at ~~August~~time ~~2024~~of issuance. The Dec 2015 ~~Notes~~Note ~~bear~~did ~~interest~~not ~~at 10%~~meet ~~per~~the ~~year. The~~criteria ~~2015~~of ~~Notes~~a derivative, ~~are~~and ~~convertible~~was ~~into~~accounted ~~shares~~for ofas ~~the~~a ~~Company’s~~beneficial ~~common~~conversion ~~stock~~feature, atwhich ~~conversion~~was ~~prices~~amortized ~~ranging~~over ~~from~~ the ~~lesser~~life of ~~$1,400~~the toDec ~~$5,600~~2015 ~~(subject~~Note and recognized as interest toexpense ~~adjustment~~in ~~for~~the ~~stock~~financial ~~splits~~statements. On January 1, ~~dividends~~2016, ~~combinations~~the ~~and~~Dec ~~other~~2015 ~~similar~~Note ~~transactions)~~met orthe ~~50%~~criteria of ~~the~~a ~~lowest~~derivative ~~trade~~and ~~price~~was onaccounted ~~any~~for ~~trade~~under ~~day~~ASC ~~following~~815. ~~issuance~~The ofDec ~~the~~ 2015 ~~Notes. The~~Note ~~conversion~~has zero stated ~~feature~~interest ofrate, and the ~~2015~~conversion ~~Notes~~price ~~was~~shall ~~considered~~be aequal ~~derivative~~to 75% inof ~~accordance~~the ~~with~~average ~~current~~three ~~accounting~~lowest ~~guidelines~~last ~~because~~sale ofprices traded during the ~~reset~~25 ~~conversion~~trading ~~features~~days ofimmediately ~~the~~prior ~~2015~~to ~~Notes~~conversion. As of December 31, ~~2022~~2023, the ~~2015~~remaining balance ~~Notes~~on ~~had an~~the ~~aggregate~~Dec ~~remaining~~2015 ~~balance~~Note ofwas $1167,~~200~~048,~~000,~~ of which ~~$1,200,000~~ is ~~long~~short term.

The ~~Company~~ Company issued a convertible note (the “~~Dec~~Sep ~~2015~~2016 Note”) in exchange for accounts payable in the amount of $~~432~~430,~~048~~896, which could be converted into shares of the Company’s common stock after ~~December~~September 3115, ~~2015~~2016. The ~~Dec~~Sep ~~2015~~2016 Note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. The ~~Dec~~Sep ~~2015~~2016 Note ~~did~~met ~~not meet~~ the criteria of a derivative, and was accounted for asunder aASC ~~beneficial~~815. ~~conversion~~The ~~feature,~~Sep ~~which~~2016 ~~was~~Note ~~amortized~~has zero stated ~~over~~interest rate, and the ~~life~~conversion price shall be equal to 75% of the ~~Dec~~average ~~2015~~three ~~Note~~lowest ~~and~~last ~~recognized~~sale asprices ~~interest expense~~traded induring the ~~financial~~25 ~~statements.~~trading Ondays ~~January~~immediately 1,prior ~~2016,~~to ~~the~~conversion. ~~Dec~~The ~~2015~~Sep 2016 Note ~~met~~did not meet the criteria of a derivative at the date of the issuance, and was accounted for ~~under~~as a beneficial conversion feature, ~~ASC~~which ~~815.~~was ~~The~~amortized ~~Dec~~over ~~2015~~the life of the Sep 2016 Note ~~has~~and ~~zero~~recognized ~~stated~~as interest ~~rate,~~expense ~~and~~in the financial statements. The conversion feature ~~price~~of ~~shall~~the beSep ~~equal~~2016 ~~to 75%~~Note ofwas ~~the~~considered ~~average~~a ~~three~~derivative ~~lowest last~~in ~~sale~~accordance ~~prices~~with ~~traded~~current ~~during~~accounting guidelines because of the 25reset ~~trading~~conversion feature ~~days~~of ~~immediately~~the ~~prior~~Sep to2016 ~~conversion~~Note. As of December 31, ~~2022~~2023, the remaining balance on the ~~Dec~~Sep ~~2015~~2016 Note was $~~167~~430,~~048~~896, which is short term. 

The ~~Company~~ Company issued atwo (2) unsecured convertible ~~note~~promissory notes (the “~~Sep~~Apr ~~2016~~& ~~Note~~May 2018 Notes”), in ~~exchange~~the ~~for~~aggregate ~~accounts~~amount ~~payable~~of $300,000 on inApril ~~the~~2, ~~amount~~2018 and May 31, 2018. The Apr & May 2018 Notes had maturity dates of ~~$430~~April 2,~~896~~ 2019 and May 31, ~~which~~2019, respectively. ~~could~~The Apr & May 2018 Notes bear interest at 10% per year. The Apr & May 2018 Notes may be converted into shares of the Company’s common stock ~~after~~at ~~September~~a ~~15,~~variable ~~2016.~~conversion ~~The~~price ~~Sep~~of ~~2016~~50% ~~Note~~of ~~was~~the ~~accounted~~lesser ~~for~~of ~~under~~the ~~ASC~~lowest ~~470,~~trading price twenty-five (25) trading ~~whereby,~~days aprior ~~beneficial~~to conversion. The conversion feature of the Apr & May 2018 Notes was ~~recorded~~considered ata ~~time~~derivative in accordance with current accounting guidelines because of ~~issuance~~the reset conversion features of the Notes. ~~The~~On ~~Sep~~March ~~2016~~13, ~~Note~~2019, ~~met~~the Company entered into a settlement agreement with the ~~criteria~~investor in the amount of a$570,000, ~~derivative~~based ~~and~~on ~~was accounted~~the ~~for~~outstanding balance due and payable under ~~ASC~~the ~~815.~~Apr ~~The~~& ~~Sep~~May ~~2016~~2018 ~~Note~~Notes. The ~~has~~Company ~~zero~~set ~~stated~~up ~~interest~~a ~~rate~~reserve of 2,630,769 shares ~~and~~of common stock of the ~~conversion~~Company ~~price~~for ~~shall~~issuance beupon ~~equal~~conversion ~~to 75%~~by ofthe investor of the ~~average~~amounts ~~three~~owed ~~lowest~~under ~~last~~the ~~sale~~Notes, ~~prices~~in ~~traded~~accordance ~~during~~with the 25terms ~~trading~~of ~~days~~the ~~immediately~~Notes, ~~prior~~including, but not limited to ~~conversion~~the beneficial ownership limitations contained in the Notes. ~~The~~In ~~Sep~~addition ~~2016~~to ~~Note~~the ~~did~~foregoing, ~~not meet~~upon the ~~criteria~~sale by the investor of athe ~~derivative~~settlement atshares as delivered to the ~~date~~investor ofby the ~~issuance~~Company, ~~and~~resulting ~~was~~in ~~accounted~~total ~~for~~net asproceeds aless ~~beneficial~~than ~~conversion~~the ~~feature~~settlement value, ~~which~~the ~~was~~investor ~~amortized~~is entitled to additional ~~over~~settlement shares of the ~~life~~Company’s ofcommon stock. If after the ~~Sep~~investor ~~2016~~has ~~Note~~sold ~~and~~all ~~recognized~~settlement asshares, ~~interest~~the ~~expense~~investor indelivers a written notice to the ~~financial~~Company ~~statements~~certifying that the investor is entitled to additional settlement shares of the Company’s common stock (the “Make-Whole Shares”). The ~~conversion~~number ~~feature~~of make-whole shares being equal to the greater of ((i) zero and (ii) the ~~Sep~~quotient ~~2016~~of (1) ~~Note~~the ~~was~~difference ~~considered~~of a(x) ~~derivative~~the insettlement ~~accordance~~value with ~~current~~respect ~~accounting~~to ~~guidelines~~each ~~because~~sale of shares by the ~~reset~~Investor ~~conversion~~after ~~feature~~the delivery of the ~~Sep~~Settlement ~~2016~~Shares, ~~Note.~~minus As(y) the aggregate net consideration received by the Investor from the resale of all shares of common stock issued by the Company, divided by (2) the average trailing closing price for ten (10) trading days for the shares immediately preceding the date of delivery of the make-whole shares. During the year ended December 31, ~~2022~~2023, the ~~remaining~~Company ~~balance~~wrote off the loan and recorded a gain on the ~~Sep~~write-off of ~~2016~~the ~~Note~~note ~~was~~payable in the amount of $~~430~~218,~~896~~064. As of December 31, ~~which~~2023, isthere ~~short~~was ~~term~~no remaining balance on the Apr & May 2018 Notes.

~~F-28~~The Company entered into an unsecured convertible promissory note (the “Nov 20 Note”), on November 19, 2020 in the amount of $50,000. The Company received funds in the amount of $50,000. The Nov 20 Note had an original maturity date of November 19, 2021 and was extended for an additional sixty (60) months from the maturity date. The Nov 20 Note bears interest at 10% per year. The Nov 20 Note may be converted into shares of the Company’s common stock at a lesser price of $0.05 per share or (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade after the effective date, or (c) the lowest effective price per share granted. In addition, for each conversion, in event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day until the shares are delivered. The conversion feature of the Nov 20 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. As of December 31, 2023, the remaining balance on the Nov 20 Note was $13,772, which is long term.

The Company issued two (2) unsecured convertible promissory notes (the “Apr & May 2018 Notes”), in the aggregate amount of $300,000 on April 2, 2018 and May 31, 2018. The Apr & May 2018 Notes had maturity dates of April 2, 2019 and May 31, 2019, respectively. The Apr & May 2018 Notes bear interest at 10% per year. The Apr & May 2018 Notes may be converted into shares of the Company’s common stock at a variable conversion price of 50% of the lesser of the lowest trading price twentyF-five (25) trading days prior to conversion. The conversion feature of the Apr & May 2018 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Notes. On March 13, 2019, the Company entered into a settlement agreement with the investor in the amount of $570,000, based on the outstanding balance due and payable under the Apr & May 2018 Notes. The Company set up a reserve of 2,630,769 shares of common stock of the Company for issuance upon conversion by the investor of the amounts owed under the Notes, in accordance with the terms of the Notes, including, but not limited to the beneficial ownership limitations contained in the Notes. In addition to the foregoing, upon the sale by the investor of the settlement shares as delivered to the investor by the Company, resulting in total net proceeds less than the settlement value, the investor is entitled to additional settlement shares of the Company’s common stock. If after the investor has sold all settlement shares, the investor delivers a written notice to the Company certifying that the investor is entitled to additional settlement shares of the Company’s common stock (the “Make-Whole Shares”). The number of make-whole shares being equal to the greater of ((i) zero and (ii) the quotient of (1) the difference of (x) the settlement value with respect to each sale of shares by the Investor after the delivery of the Settlement Shares, minus (y) the aggregate net consideration received by the Investor from the resale of all shares of common stock issued by the Company, divided by (2) the average trailing closing price for ten (10) trading days for the shares immediately preceding the date of delivery of the make-whole shares. As of December 31, 2022, the remaining balance on the May 2018 Note was $218,064, which is short term.  33

The ~~Company~~ Company entered into an unsecured convertible promissory note (the “~~Nov~~Jan 2021 Note”), on ~~November~~January 1925, ~~2020~~2021 in the amount of $5060,000. The Company received funds in the amount of $5060,000. The ~~Nov~~Jan 2021 Note had an original maturity date of ~~November~~ January 1925, ~~2021~~ 2022 and was extended for an additional sixty (60) months from the maturity date. The ~~Nov~~Jan 2021 Note bears interest at  10% per year.  The ~~Nov 20~~Jan ~~Note~~21 Note may be converted into shares of the Company’s common stock at a ~~lesser~~conversion price equal to the lower of (a) $0.05 per share or , (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade after the effective date, or (c) the lowest effective price per share granted.  In addition, for each conversion, in event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day until the shares are delivered.  The conversion feature of the ~~Nov~~Jan 2025 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. AsThe Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $3,743 during the year ended December 31, 2022. As of December 31, 2023, the ~~remaining~~ balance onof the ~~Nov~~Jan 2021 Note was $1360,~~772~~000, which is ~~long~~short term.

The Company entered into an unsecured convertible promissory note (the “Jan 21 Note”), on January 25, 2021 in the amount of $60,000. The Company received funds in the amount of $60,000. The Jan 21 Note had an original maturity date of January 25, 2022 and was extended for an additional sixty (60) months from the maturity date. The Jan 21 Note bears interest at 10% per year. The Jan 21 Note may be converted into shares of the Company’s common stock at a conversion price equal to the lower of (a) $0.05 per share, (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade after the effective date, or (c) the lowest effective price per share granted. In addition, for each conversion, in event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day until the shares are delivered. The conversion feature of the Jan 25 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $3,743 during the year ended December 31, 2022. As of December 31, 2022, the balance of the Jan 21 Note was $60,000, which is long term.

We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory notes was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically according to the stock price fluctuations.

The derivative liability recognized in the financial statements for the convertible promissory notes as of December 31, ~~2022~~2023 was $97,~~578~~416,~~904~~706.

~~F-29~~Water On Demand, Inc.

6In December 2022, WODI raised capital and issued convertible secured promissory notes in the amount of $1,347,500 to investors with 10% interest per annum. ~~REVENUE~~The ~~FROM~~notes ~~CONTRACTS~~were ~~WITH~~issued ~~CUSTOMERS~~to raise capital needed to acquire the equity interests in Fortune Rise Acquisition Corporation (the “SPAC”) for the purchase price of $400,000 and to pay off the promissory notes the SPAC owed to sellers. Per the terms and conditions of the convertible promissory notes, all unpaid principal, together with any unpaid and accrued interest shall be due and payable on the earlier of the twelve (12) month of the date of the Notes (the “Maturity Date”) provided, that WODI shall have the option to extend the Maturity Date for up to two (2) six-month extensions, or (ii) when, upon the occurrence and during the continuance of an event of default.

During the year ended December 31, 2023, WODI raised additional capital of $6,923,000 and an investor exchanged the Parent Company’s Series X preferred stock in the amount of $250,000 and Series R preferred stock in the amount of $100,000 for a WODI convertible secured promissory note. Also during the year ended December 31, 2023, per settlement, conversion and redemption agreements with WODI shareholders, an aggregate of 853,916,848 shares of the Parent Company’s common stock were redeemed at the closing share prices on the dates of the convertible secured promissory note agreements, and this fair value of redeemed common stock was added to the cash value of the shareholders’ investments to purchase WODI convertible secured promissory notes. The loss relating to these settlement and conversion agreements of $609,199 was accounted for in the consolidated statements of operations. As of December 31, 2023, WODI had outstanding convertible secured promissory notes in the amount of $16,729,089.

7.	REVENUE FROM CONTRACTS WITH CUSTOMERS

Equipment Contracts

Revenues and related costs on equipment contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined.

~~The following table represents a disaggregation of revenue by type of good or service from contracts with customers for the year ended December 31, 2022 and 2021.~~F-34

	Years Ended
	December 31,
	2022		2021
Equipment Contracts	$	7,537,755	$	2,516,609
Component Sales		1,548,760		1,149,861
Waste Water Treatment Systems		886,005		57,729
Pump Stations		288,555		285,323
Rental Income		26,292		27,833
Services Sales		85,043		70,200
Commission & Training		4,163		36,189
	$	10,376,573	$	4,143,744

The following table represents a disaggregation of revenue by type of good or service from contracts with customers for the year ended December 31, 2023 and 2022.

	Years Ended
	December 31,
	2023		2022
Equipment Contracts	$	4,036,326	$	7,537,755
Component Sales		980,895		1,548,760
Waste Water Treatment Systems		950,775		886,005
Pump Stations		607,790		288,555
Rental Income		26,292		26,292
Services Sales		95,750		85,043
Commission & Training		10,350		4,163
	$	6,708,178	$	10,376,573

Revenue recognition for other sales arrangements, such as sales for components, and service sales will remain materially consistent.

Contract assets represents revenues recognized in excess of amounts billed on contracts in progress. Contract liabilities represents billings in excess of revenues recognized on contracts in progress. Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying balance sheets, as they will be liquidated in the normal course of the contract completion. The contract asset for the years ending December 31, ~~2022~~2023 and ~~2021~~2022, was $1445,~~479,491~~102 and $~~378~~1,~~932~~479,491, respectively. The contract liability for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, was $~~932~~1,~~458~~346,366 and $1932,~~886~~458,~~946,~~ respectively.

78. FINANCIAL ASSETS

Fair value investment in Securities

On ~~November~~ ~~12,~~May ~~2021~~15, 2018, the Company ~~served~~received 4,000 shares aof ~~conversion~~WTII ~~notice~~Series toC ~~WTII~~convertible ~~and~~preferred ~~recorded~~stock ~~additional~~for ~~interest~~the ~~and~~use ~~fees~~ of ~~$15~~OriginClear,~~988 through~~ ~~that~~Inc. technology ~~date,~~associated ~~according~~with totheir ~~the~~proprietary ~~terms~~electro water separation system. Each share of ~~the~~Series ~~securities~~C ~~purchase~~convertible ~~agreement~~preferred ~~for~~stock anis ~~aggregate~~convertible ofinto one ~~$149~~thousand (1,~~867~~000) shares of WTII common stock. The ~~Note~~stock was ~~converted~~valued ~~into 45~~at fair market value of $0.0075 for a price of $30,~~208,649 shares~~000 on the date of ~~WTII~~issuance. ~~common~~The ~~stock~~Company analyzed the licensing agreement using ASU 606 to determine the timing of revenue recognition. AsThe licensing of ~~December~~the ~~31,~~intellectual ~~2022~~property (IP) is distinct from the non-license goods or services and has significant standalone functionality that provides a benefit or value. The functionality will not change during the license period due to the licensor’s activities. Because the significant standalone functionality was delivered immediately, the ~~investment~~revenue was recognized in ~~securities~~the ~~was~~financial ~~recorded~~statements atas of June 30, 2018. As of December 31, 2023, the fair value inof the ~~amount~~preferred ofshares was $273,~~125~~200, ~~with an~~and had an unrealized ~~loss~~gain in fair value of $~~171,793~~800.

On November ~~May 15~~12, ~~2018~~2021, the Company ~~received 4,000~~served ~~shares~~a ofconversion ~~WTII~~notice ~~Series~~to CWTII ~~convertible~~and ~~preferred~~was ~~stock~~issued ~~for~~an ~~the~~aggregate ~~use~~ of ~~OriginClear~~45, ~~Inc. technology associated with their proprietary electro water separation system. Each share of Series C convertible preferred stock is convertible into one thousand (1~~208,~~000)~~ 649 shares of WTII common stock. ~~The~~As ~~stock was valued at fair market value~~ of ~~$0.0075~~December ~~for~~31, ~~a price of $30~~2023,~~000~~ on the ~~date~~investment ofin ~~issuance.~~securities ~~The~~was ~~Company~~recorded ~~analyzed the~~at ~~licensing~~fair agreement using ASU 606 to determine the timing of revenue recognition. The licensing of the intellectual property (IP) is distinct from the non-license goods or services and has significant standalone functionality that provides a benefit or value. ~~The functionality will not change during the license period due to the licensor’s activities. Because the significant standalone functionality was delivered immediately, the revenue was recognized~~ in the ~~financial~~amount ~~statements as~~ of ~~June 30, 2018. As of December 31, 2022, the fair value of the preferred shares was~~ $236,~~400~~167, ~~and~~with ~~had~~an aunrealized ~~loss in fair value~~ gain of $159,~~200~~042.

~~F-30~~9. LOANS PAYABLE

8. LOANS PAYABLE

Secured Loans Payable

~~The~~In 2018, the Company entered into  short term loans with various lenders for capital expansion secured by the Company’s assets in the ~~amount~~ amount of $1,749,970, which included finance cost of $624,810. The finance ~~cost~~costs ~~was~~were amortized over the terms of the loans, which ~~have~~had various maturity dates ranging from October 2018 through February 2019. As of December 31, 2020, the finance cost was fully amortized. During the year ended December 31, 2021, the Company settled the majority of the loans in the amount of $262,250, of which $157,250 was recognized on the statement of operations as a gain on write-off of loan payable. The term of the loans ranged from two months to six months. ~~During the~~ ~~year ended December 31, 2022, the Company received $25,000 as a settlement and wrote off $50,000 of secured loans payable.~~ The net balance as of December 31, ~~2022~~2023 was $30,646.

~~Small Business Administration Loans~~F-35

~~Between~~On December ~~April 30~~6, ~~2020 and September 12~~2023, ~~2020,~~ the Company ~~received~~entered ~~total~~into ~~loan~~short ~~proceeds~~term inloan ~~the~~arrangement ~~amount~~with ofa ~~$505,000,~~lender ~~which~~secured ~~included~~by ~~an aggregate of $345,000 under~~ the ~~Paycheck Protection~~Company’s ~~Program~~assets ~~(the “PPP”) under the Coronavirus Aid, Relief and Economic Security Act, an Economic Injury Disaster Loan (the “EIDL”)~~ in the amount of $~~150~~149,~~000,~~900 ~~and~~which anincluded ~~Economic~~finance ~~Injury~~cost ~~Disaster Grant in the amount~~ of $1059,~~000.~~900 ~~The~~which ~~principal and accrued interest under the PPP~~ was ~~forgivable~~expensed ifupon ~~the~~initiation ~~Company~~of ~~used~~ the ~~PPP~~ loan ~~proceeds for eligible purposes~~, ~~including payroll, benefits, rent and utilities, and otherwise complied~~ with ~~PPP~~a ~~requirements.~~net ~~The~~amount ~~Company used the full proceeds~~ of ~~the PPP loan specifically for eligible purposes per requirements of the PPP and during the period ending December 31~~$90,000 ~~2021, the Company submitted satisfactory documentation~~received ~~regarding~~by ~~its compliance with~~ the ~~applicable requirements and obtained forgiveness of the PPP loan. The~~ Company ~~must repay any unforgiven principal amount, with interest, on a monthly basis following the deferral period for the EIDL~~. ~~For~~As ~~the~~of ~~period ended~~ December 31, ~~2021~~2023, ~~the~~ ~~aggregate amount of $345,000 received under~~ the ~~PPP,~~balance ~~and~~on the ~~Economic~~loan ~~Injury~~was ~~Disaster Grant in the amount of~~ $10110,~~000 was recognized in the statement of operations as other income due to forgiveness~~695.

9.Small ~~CAPITAL~~Business ~~LEASES~~Administration Loan

~~The~~On ~~Company~~June ~~entered~~12, ~~into~~2020, athe ~~capital~~Company received ~~lease~~an ~~for~~Economic ~~the~~Injury ~~purchase~~Disaster ofLoan ~~equipment~~(the ~~during~~“EIDL”) in the ~~year~~amount ~~ended~~of ~~December 31~~$150, ~~2018~~000. ~~The~~Following ~~lease~~the isdeferral period for athe ~~sixty~~EIDL, ~~(60)~~the ~~month~~Company started ~~term,~~to ~~with~~repay ~~monthly~~the ~~payments of~~principal ~~$757~~amount, ~~per~~with ~~month~~interest, ~~and~~on a ~~purchase~~monthly ~~option at the end of the lease for $1~~basis.~~00.~~ As of December 31, ~~2022~~2023, the ~~lease~~remaining ~~was~~balance ~~paid~~on inthe ~~full~~EIDL was $147,217.

10. ~~INCOME~~CAPITAL ~~TAXES~~LEASES

The Company entered into a capital lease for the purchase of equipment during the year ended December 31, 2018. The lease was for a sixty (60) month term, with monthly payments of $757 per month, and a purchase option at the end of the lease for $1.00. The lease was paid in full in December, 2022 and there was no balance outstanding for the years ended December 31, 2022 and December 31, 2023.

11.	INCOME TAXES

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018.

The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2019.

Included in the balance at December 31, ~~2022~~2023, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, ~~2022~~2023 and ~~2021~~2022, the Company did not recognize interest and penalties.

At December 31, ~~2022~~2023, the Company had net operating loss carry-forwards of approximately $5351,~~302~~881,~~938~~914, which expire at dates that have not been determined. No tax benefit has been reported in the December 31, 2023 ~~2022~~ financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

F-The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate to pretax income from continuing operations for the years ended December 31, 2023 and 2022 due to the following:

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate to pretax income from continuing operations for the years ended December 31, 2022 and 2021 due to the following:

	2023			2022
Book loss	$	2,441,414		$	2,266,050
Tax to book differences for deductible expenses		(4,333	)		265
Tax non-deductible expenses		(1,556,639	)		(1,078,110	)
Valuation Allowance		(880,442	)		(1,188,205	)
Income tax expense	$	-		$	-

	2022			2021
Book income (loss)	$	2,266,050		$	444,255
Tax to book differences for deductible expenses		265			9,508
Tax non-deductible expenses		(1,078,110	)		1,166,218
Valuation Allowance		(1,188,205	)		(1,619,981	)
Income tax expense	$	-		$	-

F-36

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax liabilities consist of the following components as of December 31,

	2022			2021
	2023			2022
Deferred tax assets:
NOL carryover	$	1110,~~193~~895,~~615~~202		$	711,~~511~~193,~~485~~615
Other carryovers		728,~~905~~907			728,~~907~~905
Deferred tax liabilities:
Depreciation		(~~125~~149,~~925~~889	)		(~~158~~125,~~296~~925	)
Less Valuation Allowance		(11,~~796~~474,~~595~~220	)		(811,~~082~~796,~~096~~595	)
Net deferred tax asset	$	-		$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years.

1112. WATER ON DEMAND INC. (‘WODI’)

Water On Demand, Inc. (“WODI”) was incorporated in the state of Nevada on April 22, 2022. WODI, with the support of its parent, OriginClear, Inc (the “Company”), is developing a new outsourced water treatment business called “Water On Demand”: or “WOD”. The WOD model intends to offer private businesses the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate or “DBOO”. WODI intends to work with regional water service companies to build and operate the water treatment systems it finances. ~~On March 23, 2022, WODI announced that it was evaluating the first pilot opportunity, a 50,000 gallon per day wastewater treatment project.~~

On November 16, 2022, WODI filed a Form 1-A Offering Circular for an offering under Regulation A+ (the “Offering”) of the Securities Act of 1933 with the U.S. Securities and Exchange Commission. The purpose of the Offering is to allow potential investors the opportunity to invest directly in WODI. The Offering has a minimum investment of $1,000 and will be on a best-efforts basis.

On December 22, 2022, WODI entered into a Membership Interest Purchase and Transfer Agreement (the “Purchase Agreement”) with Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan (each a “Seller”, and collectively, the “Sellers”) and Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which WODI purchased 100 membership interests in the Sponsor (“Purchased Interests”) from the Sellers, which constitutes 100% of the membership interests in the Sponsor. The Sponsor owns 2,343,750 shares out of 2,443,750 shares of the issued and outstanding shares of Class B common stock (the “Class B Common Stock”) of Fortune Rise Acquisition Corporation, a Delaware Corporation (“FRLA” or the “SPAC”). On December 29, 2022, the Company announced that its subsidiary, Water On Demand, Inc. had closed its acquisition of Fortune Rise Sponsor, LLC, which is the sponsor of Fortune Rise Acquisition Corp.

On December 22, 2022, WODI paid a total of $1,137,267 to the Sellers of Fortune Rise Sponsor, LLC which included a total of $400,000 to purchase the membership interest in Class B Common Stock of ~~the~~FRLA ~~SPAC~~ and $737,267 for compensating the payment made by the Sellers on November 4, 2022, towards the first extension of the SPAC through February 5, 2023. In connection with the Extension Payment, ~~the~~FRLA ~~SPAC~~ issued unsecured promissory notes to the Sellers. As of December 31, 2022, the $737,267 amount was reflected as Notes Payable to related party on the consolidated balance sheet of the SPAC.

F-3237

~~The SPAC~~ FRLA is a blank check company incorporated in February 2021 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. ~~The~~FRLA ~~SPAC~~ is a “shell company” as defined under the Exchange Act of 1934, as amended, because it has no operations and nominal assets consisting almost entirely of cash. The SPAC will not generate any operating revenues until after the completion of its initial business combination, at the earliest.

On ~~December~~ December 29, 2022, pursuant to a Membership Interest Purchase and Transfer Agreement and Securities Transfer Agreement with the members of the Sponsor, WODI acquired the membership interests of the Sponsor and became the beneficial owner of 2,343,750 shares of FRLA Class B Common Stock ~~of the SPAC~~, each of which is exercisable into one share of FRLA Class A Common Stock ~~of the SPAC~~. The purchase price for the membership ~~interests~~ interests was $400,000. To acquire the equity interests in ~~the~~FRLA ~~SPAC~~ for the purchase price of $400,000, WODI issued convertible secured promissory notes to investors at 10% interest per annum. Per the terms and conditions of the convertible promissory note, all unpaid principal, ~~together~~ together with any unpaid and accrued interest shall be due and payable on the earlier of the twelve (12) month of the date of the Note (the “Maturity Date”) (provided, WODI shall have the option to extend the Maturity Date for up to two (2) six-month extensions), or (ii) when, upon the occurrence and during the continuance of an Event of Default.

On January 5, 2023, WODI ~~also assumed~~signed ~~the~~a ~~obligation~~non-binding toLetter ~~make~~of ~~any~~Intent ~~necessary~~(the ~~extension~~“LOI”) ~~payments~~with inFortune ~~connection~~Rise Acquisition Corporation, (“FRLA” collectively with WODI, the ~~extension~~“Parties”). ofThe LOI is not binding on the ~~period~~Parties ofand ~~time~~is inintended ~~which~~solely ~~the~~to ~~SPAC may~~guide ~~consummate~~good-faith ~~its~~negotiations toward ~~initial~~a definitive business combination asagreement. ~~described~~The Parties will work together in ~~the~~good ~~SPAC’s~~faith ~~S-1~~with ~~Registration~~their ~~Statement,~~respective ~~including~~advisors ~~the~~to ~~three-month~~agree ~~extension~~on ~~from~~a ~~November~~structure 5,for ~~2022~~the business combination that is most expedient to ~~February~~the 5,consummation ~~2023,~~of the ~~second~~acquisition, ~~extension~~which ~~for~~may anresult ~~additional~~in ~~three~~a ~~months~~new ~~from~~(merged) entity. ~~February~~Pursuant 5to the LOI, ~~2023~~if a business combination were to ~~May 5,~~be ~~2023~~consummated and aapproved, ~~final~~all ~~extension~~of ~~for~~the anoutstanding ~~additional~~equity ~~six~~securities ~~months~~of WODI, ~~from~~including ~~May~~all 5,shares ~~2023~~of tocommon ~~November~~stock, 5preferred stock, ~~2023~~outstanding options and warrants will convert into new equity of the merged entity.

~~Accounting~~On February 7, 2023, FRLA and OriginClear Inc. announced that WODI deposited $977,500 (the “Second Extension Payment”) into FRLA’s trust account for its public shareholders, representing $0.10 per public share, which enables FRLA to extend the period of ~~Class~~time Bit ~~Common~~has ~~Founder~~to ~~Shares~~consummate asits atinitial ~~December~~business 31combination by an additional three months from February 5, ~~2022~~2023 to May 5, 2023 (the “Second Extension”).

~~The~~WODI assumed ~~Company~~the ~~retained~~obligation anto ~~independent~~make ~~valuation~~any ~~firm~~necessary ~~for~~extension ~~the~~payments ~~purpose of~~in ~~conducting~~connection awith ~~valuation~~the extension of the ~~fair~~period ~~value~~ of ~~Sponsor~~time ~~Founder~~in ~~Shares~~which ~~(Class~~the B)SPAC may ofconsummate ~~Fortune~~its ~~Rise~~initial ~~Acquisition~~business ~~Corp.~~combination as ofdescribed ~~December~~in 31the SPAC’s S-1 Registration Statement, ~~2022~~including the three-month (extension from November 5, 2022 to February 5, 2023, the ~~“Date~~Second ofExtension ~~Valuation”)~~for an additional three months from February 5, 2023 to May 5, 2023 and a final extension for an additional six months from May 5, 2023 to November 5, 2023.

On April 10, 2023, at the Special Meeting, a total of 10,514,410 (or 81.61%) of FRLA’s issued and outstanding shares of Class A common stock and Class B common stock held of record as of March 3, 2023, were present either in person or by proxy, which constituted a quorum. In that FRLA shareholders agreed to an extension of the period of time it has to consummate its initial business combination by an additional six months from May 5, 2023 to November 5, 2023. FRLA’s stockholders voted on to approve and adopt the extension amendment which received sufficient votes (more than 65%) for approval.

On April 14, 2023, WODI entered into an Asset Purchase Agreement with the Company, whereby it agreed to purchase all of the assets related to the Company’s “Modular Water Service” business, including licenses, technology, intellectual property, contracts, business models, patents and other assets in exchange for 6,000,000 shares of WODI common stock. The assets included MWS accounts receivables and accounts payables as of April 14, 2023 and an assignment of the Company’s existing global master license to the patents of inventor Daniel M. Early, P.E., who heads MWS, and the right to file patents for all additional inventions since 2018, when OriginClear created the MWS unit. Beginning on the Effective Date, all MWS transactions including revenue, accounts payable and accounts receivable were transferred from the Company’s Progressive Water Treatment, Inc. (“PWT”) subsidiary over to the Company’s WODI subsidiary.

F-38

On September 21, 2023, WODI entered into a merger agreement with PWT to create better enterprise value for a potential merger opportunity with FRLA and a plan of merger agreement (the “PWT-WODI merger agreement”) was entered into between WODI and PWT. Per the PWT-WODI merger agreement, all shares of WODI common and preferred stock were exchanged for shares of PWT common stock as merger consideration. WODI convertible notes and WODI Restricted Stock Grants were assumed by PWT and remain outstanding. WODI Series A and Series B were converted to WODI common stock prior to the merger.

In connection with the merger with WODI, PWT changed its name to Water on Demand, Inc.

Before issuing common stock to WODI stockholders in the PWT Merger, PWT had 10,000,000 common shares issued and outstanding, which were fully owned by OCLN. Post PWT-WODI merger, OCLN received an aggregate of 2,171,068 shares of the Water On Demand, Inc.

On October 24, 2023 FRLA and WODI entered into a definitive business combination agreement (the “BCA”).

F-39

On October 25, 2023, at the Special Meeting, a total of 5,687,847 (or 84.59 %) of FRLA’s issued and outstanding shares of Class A common stock and Class B common stock held of record, were present either in person or by proxy, which constituted a quorum. FRLA shareholders approved a proposal to extend the period of time FRLA has to consummate its initial business combination by an additional one year from November 5, 2023 to November 5, 2024, by up to twelve one-month extensions, subject to certain conditions.

Promissory Notes

Since buying the sponsorship interest in the SPAC on December 22, 2022 through December 31, 2023, WODI and the Company made payments on behalf of the SPAC in the aggregate amount of $4,029,985. As of December 31, 2023, WODI and the Company received an aggregate of $4,029,985 in unsecured promissory notes (the “SPAC Notes”) from the SPAC in exchange for the payments made on behalf of the SPAC to meet its operating expenses and the extension payments. The SPAC Notes are non-interest bearing and payable (subject to the waiver against SPAC trust provisions) on the earlier of (i) consummation of the SPAC initial business combination; or (ii) the date of the liquidation of the SPAC. The principal balance of each SPAC Note may be prepaid at any time, at the election of the SPAC.

As of the date of this filing, the SPAC has been extended through November 5, 2024, to give the Company adequate time to complete all the necessary administrative and regulatory steps, including filing of the registration statement and timely respond to satisfy potential comments, from regulatory bodies to consummate the business combination. Management estimates the likelihood of completing the business combination at 75%.

Impairment of receivable

Although the payments made on behalf of the SPAC are amounts receivable to WODI, for the period ended December 31, 2023, WODI considered the aggregate amount of $4,029,985 for the SPAC Notes to be impaired and recorded it as an expense on the consolidated income statements, as it is deemed probable that the SPAC may not have funds to pay back with interest all of the Class A shareholders and WODI for the amounts advanced to the SPAC. In the event of WODI successfully merging with the SPAC, all amounts paid by WODI on behalf of the SPAC, including any future payments made until such merger is fully consummated will be received back by WODI.

Impairment analysis for Class B Common Founder Shares as at December 31, 2023

The Company retained an independent valuation firm for the purpose of conducting a valuation of the fair value of Sponsor Founder Shares (Class B) of Fortune Rise Acquisition Corp. as of December 31, 2023 (the “Date of Valuation”).

The independent firm (i) evaluated and analyzed various Sponsor Founder Shares of Fortune Rise Acquisition Corp. (“FRLA”); (ii) assessed the terms including various redemption and liquidation features considering each of the Company’s financial plans and market conditions; and (iii) determined the underlying value to be assigned to the FRLA Sponsor Founder Shares as of the Date of Valuation and evaluated the FRLA Sponsor Founder Shares for impairment by performing the following procedures:

● Analyzed the Company’s ~~agreements~~S-4 filing, business combination agreement and other documentation.

● Developed Monte Carlo Model that values the FRLA Sponsor Founder Shares based on a multipath random event model and future projections of the various potential outcomes. WeThe ~~completed~~Monte Carlo Model simulation included 50,000 iterations and simulated the stock price, the timing of the business combination, and the timing of the lapse of the transfer restrictions. ● Developed the discounted cash flow from the sale of the securities at the time the restrictions terminated. ● Probability weighted the cash flow, discounted for ~~each~~lack ~~valuation~~of marketability.

● Valued the FRLA Sponsor Founder Shares as of the ~~Date~~date of ~~Valuation~~valuation.

F-40

Based on the procedures performed the independent valuation firm concluded that the value of FRLA Sponsor Founder Shares was not impaired.

Recording of membership interest:

As of December 31, ~~2022~~2023, WODI recorded the purchase of Class B Founder Shares at lower of cost or market at $400,000 on the consolidated balance sheet as other asset.

~~Impairment~~Restricted ofStock ~~receivable:~~to WODI Board, Employees and Consultants

AsBetween August of12, ~~December~~2022, 31and August 3, ~~2022~~2023, WODI entered into Restricted Stock Grant Agreements (the ~~amount~~“WODI RSGAs”) with its members of ~~$737~~the Board,~~267~~ ~~paid~~employees, and consultants to ~~compensate~~create management incentives to improve the ~~Sellers~~economic performance of WODI and to increase its value. WODI RSGAs provide for the issuance of up to 15,550,000 shares of WODI common stock provided certain milestones and vesting are met in certain stages. The restricted shares may become fully vested and no longer subject to risk of forfeiture (~~sponsors~~“Vested Shares”) ~~towards~~if ~~the~~WODI ~~first~~shares ~~extension~~are uplisted to a National Exchange, then upon such uplisting, 25% of the ~~SPAC~~restricted shares ~~through~~that ~~February~~shall 5,vest ~~2023~~and become Vested Shares and 6.25% ~~which~~each ~~was~~three-month ~~reflected as~~period ~~Notes~~thereafter, ~~Payable~~subject to ~~related~~the ~~party~~following: (i) If WODI shares are traded on a National Exchange, then the ~~consolidated~~amount ~~balance~~of ~~sheet~~restricted shares which shall become Vested Shares during any three-month period shall not exceed an amount representing the greater of (a) 1% of the ~~SPAC,~~shares ~~was~~of ~~initially~~common ~~recorded~~stock outstanding as ashown ~~receivable~~by the most recent SEC Report published by WODI and (b) the average weekly reported volume of trading in the common stock on a national securities exchange during the previous four calendar weeks. ~~However~~(ii) If WODI shares are subsequently delisted and quoted on the over-the-counter market, ~~since~~including the ~~likelihood~~OTCQB, then the amount of restricted shares which shall become Vested Shares during any three month period shall not exceed an amount representing 1% of the ~~merger~~shares of ~~WODI~~common ~~into~~stock outstanding as shown by the ~~SPAC~~most isrecent ~~estimated~~SEC atReport ~~50%~~published by WODI, or if WODI shares are traded on a national securities exchange, the ~~repayment~~greater of (b)(i) and the ~~amount~~average isweekly ~~deemed~~reported volume of trading in the common stock on a national securities exchange during the previous four calendar weeks. If WODI shares do not ~~probable~~achieve aslisting on a national securities exchange within three years of the Effective Date, then the restricted shares shall vest and become Vested Shares ~~SPAC~~at ~~may~~a rate equal to 25% on the three-year anniversary of the Effective Date and 6.25% each three-month period thereafter. WODI has not recognized any costs associated the WODI RSGAs because milestones and vesting have not been achieved. As the ~~funds~~milestones are toachieved, ~~pay~~the ~~all~~shares shall become eligible for vesting and issuance. On September 21, 2023, per the Merger Plan Agreement and per the conversion ratio of 0.19737 established in the AMerger ~~class~~Plan ~~investors~~Agreement, ~~back~~the ~~with~~15,550,000 ~~interest~~total ifissuable ashares ~~merger~~under isthe ~~not~~WODI ~~consummated~~RSGAs were converted to 3,069,100 total issuable shares. ~~Therefore~~On October 23, as2023, certain WODI RSGAs were canceled and new WODI RSGAs were issued. As of December 31, ~~2022~~2023, there were 2,581,344 total issuable shares under the WODI ~~considered~~RSGAs. As the ~~amount~~milestones ~~impaired~~are achieved, the shares shall become eligible for vesting and ~~recorded~~issuance. itDuring asthe anyear ~~expense~~ended onDecember 31, 2023, no issuable shares under the ~~consolidated~~WODI ~~income~~RSGAs ~~statements~~vested and no costs associated with the milestones were recognized because achievement is not probable.

1213. ~~ASSETS~~LINE ~~HELD~~OF ~~FOR SALE~~CREDIT

~~The~~During ~~Company acquired real estate assets~~the toyear beended ~~held~~December ~~for~~31, ~~sale to finance their water projects~~2023, bythe ~~issuing~~Company ~~630~~obtained ~~shares~~12 ofmonth ~~Series~~credit Tlines ~~preferred~~in ~~stock~~the ~~for~~aggregate aamount ~~fair value~~ of $~~630~~345,~~000~~875, ~~in conjunction~~ with ~~common stock purchase warrants, through~~ an ~~asset~~interest ~~purchase~~rate ~~agreement. The assets held for sale consisted~~ of ~~residential property, plus eight (8) lots of undeveloped land~~ 26. ~~The real property has been listed actively on the market to be sold~~07%. During ~~Based on~~ the ~~offers received~~year ~~and~~ended ~~the~~December ~~market~~31, ~~conditions~~2023, the Company ~~adjusted~~paid ~~the~~principal ~~fair value and recognized a loss on impairment of the residential property~~ in the amount of $~~230~~167,~~000. As of December 31~~067, ~~2022,~~leaving ~~the~~a ~~carrying~~principal ~~value~~balance of ~~the~~$178,808 as ~~property~~of isDecember ~~$400~~31,~~000~~ 2023.

1314. ~~COMMITMENTS~~ASSETS ~~AND~~HELD ~~CONTINGENCIES~~FOR SALE – CONTINUING OPERATIONS

On March 1, 2021, the Company issued an aggregate of 630 shares of Series T Preferred Stock to an accredited investor (the “Purchaser’’) per terms of a Securities Purchase Agreement (the “SPA”). Per the SPA, the Company agreed to sell to Purchaser, and Purchaser agreed to purchase from the Company, 630 shares of the Company’s Series T, and two-year cashless warrants to acquire 25,200,000 shares of the Company’s common stock, valued at $0.05 per share per terms of the SPA, which were exercisable at any time in whole or in part. The purchaser and the Company agreed that in lieu of the purchase price for the Series T, the Purchaser transferred to the Company real property, with an aggregate value agreed to be $630,000 based on an appraisal from an international independent company at that time. The real property consisted of residential real estate in Buenos Aires Argentina valued at $580,000, and eight undeveloped lots valued at $50,000 in Terralta private neighborhood development. The real property exchanged for 630 shares of Series T was recorded at $630,000 and reflected on the balance sheet as a long term asset for sale at that time.

F-41

The real property was listed for sale beginning in July 2021. However, based on indicator of impairment, during the year ended December 31, 2021, the Company adjusted the original value of the asset for sale from $630,000 to $514,000 and recorded an impairment of $116,000 in the consolidated financial statements.

In January 2023, the Company accepted the offer and on April 8, 2023, a deed was executed for the sale of the property for $400,000. The agreed upon payment terms were; $235,000 initial payment and the remaining $165,000 to be paid over fifteen monthly installments of $11,000 each. The initial payment was received by SMS Argentina (“SMS”), an accounting and consulting firm that was appointed by the Company as the Power of Attorney for the property. From the proceeds, SMS remitted taxes due on the transaction to the Federal Administration of Public Income (“AFIP”), which administers taxation in Argentina. On June 21, 2023, the Company received a payment of $164,935, net of all taxes assessed by AFIP and other closing fees associated with the sale of the property totaling $65,493 and recorded a receivable of $169,572 for the remaining balance. Between July 1, 2023 through December 31, 2023, the Company received additional payments totaling $70,572. As of December 31, 2023, the balance of the receivable was $99,000 which is reflected on the consolidated financial statements.

15.	EMPLOYEE RETENTION TAX CREDIT

Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) passed by the United States Congress and signed by the President, the Company was eligible for a refundable employee retention credit (the “ERTC”) subject to certain criteria. The Company’s subsidiary, Progressive Water Treatment applied for the ERTC and during the year ended December 31, 2023, received an aggregate of $127,448 which was recognized in the financial statements as other income.

16.	COMMITMENTS AND CONTINGENCIES

Facility Rental – Related Party

Our Dallas based subsidiary, PWT, ~~rents~~ rents an approximately 12,000 square foot facility located at 2535 E. University Drive, McKinney, TX 75069, with a current monthly rent of $78,~~900~~500.

F-33

Warranty Reserve

Generally, a PWT project is guaranteed against defects in material and workmanship for one year from the date of completion, while certain areas of construction and materials may have guarantees extending beyond one year. The Company has various insurance policies relating to the guarantee of completed work, which in the opinion of management will adequately cover any potential claims. A warranty reserve has been provided under PWT based on the opinion of management and based on Company history in the amount of $20,000 for the year ending December 31, ~~2022~~2023.

F-42

Litigation

On July ~~March~~ 12, ~~2021~~2023, ~~OriginClear,~~ ~~Inc.~~the ~~Progressive~~Company ~~Water~~entered ~~Treatment,~~into ~~Inc.~~a ~~and~~Confidential T.Settlement ~~Riggs~~and ~~Eckelberry,~~Mutual ~~individually~~Release ~~(collectively,~~Agreement (the “C6Settlement ~~Plaintiffs~~Agreement”), ~~and~~with C6Auctus ~~Capital~~Fund, LLC (“~~C6 Capital~~Auctus”) ~~agreed~~relating to ~~settle~~ the ~~dispute~~settlement ~~between~~and ~~the~~release ~~parties~~of ~~relating~~certain topending alegal ~~merchant~~actions ~~cash~~arising ~~advance~~out ~~agreement~~of various ~~entered~~loans ~~into~~and onagreements ~~July~~between ~~17,~~the ~~2018~~Company and Auctus. Pursuant to the terms of the ~~settlement~~Settlement ~~agreement~~Agreement, ~~(i) C6 has vacated~~ the ~~judgment~~Company ~~obtained~~and byAuctus C6have resolved ~~Capital~~all ~~against~~outstanding ~~the~~legal C6disputes ~~Plaintiffs;~~and ~~(ii) C6~~claims ~~has~~between ~~released~~them. ~~any~~The ~~and~~appeal ~~all~~that ~~bank~~was pending ~~levies,~~in ~~liens,~~the ~~security~~United ~~interests,~~States ~~powers~~Court of ~~attorney,~~Appeals ~~and other~~for ~~encumbrances its has against~~ the First C6Circuit ~~Plaintiffs;~~and ~~(iii) the~~trial C6matter ~~Plaintiffs~~in ~~have dismissed~~ the ~~plenary~~United ~~action~~States ~~commenced~~District ~~in the Supreme~~ Court for the ~~State~~District of ~~New~~Massachusetts ~~York~~have inbeen ~~and~~terminated ~~for the County of Broome against C6 Capital with prejudice~~ and; ~~(iv) the~~all ~~sister-state~~transactions ~~judgment~~and C6obligations ~~Capital~~thereunder ~~obtained~~between ~~against~~ the Company C6and ~~Plaintiffs~~Auctus are innull ~~California~~and isvoid. The ~~currently~~terms inand ~~the~~conditions ~~process~~ of ~~being~~the ~~vacated~~Settlement Agreement byare ~~stipulation.~~confidential ~~Accordingly, the~~and C6have ~~Plaintiffs~~ no ~~longer~~impact ~~owe~~on ~~any~~the ~~further~~financial ~~amounts~~condition toor C6operations ~~Capital~~of ~~with respect to~~ the ~~settlement agreement~~Company.

On ~~February~~or ~~12,~~around ~~2019~~March 5, ~~Auctus Fund~~2024, PWT ~~LLC~~was ~~(“Auctus”)~~named ~~filed~~as a ~~complaint~~defendant ~~against OriginClear~~ in ~~the~~a ~~United~~case ~~States~~filed ~~District~~by ~~Court~~Process ~~for~~Solutions, ~~the~~Inc ~~District~~(“PSI”). ofThe ~~Massachusetts for~~case ~~numerous~~was ~~claims~~filed ~~arising~~in ~~from~~the ~~two~~Court ~~convertible~~of ~~promissory~~Common ~~notes~~Pleas in ~~and~~Hamilton ~~accompanying~~County, ~~securities purchase agreements~~Ohio. OnThe ~~March~~complaint ~~13,~~alleges ~~2019, Auctus~~that ~~and~~PWT ~~OriginClear~~breached ~~entered into~~ a ~~Settlement~~contract ~~Agreement~~with PSI and ~~Mutual~~alleges ~~General~~damages ~~Release,~~of ~~under which Auctus would be permitted to convert~~ $~~570~~143,~~000~~675 ~~into~~plus ~~OriginClear~~attorneys fees. ~~securities~~PWT ~~pursuant~~has toremoved the ~~terms~~case ~~set~~to ~~forth~~federal ~~in the convertible promissory notes. On February 2~~court, ~~2021,~~denies ~~OriginClear filed a Motion to Set Aside~~ the ~~Settlement~~claims ~~Agreement~~in ~~as Void under Section 29(b) of~~ the ~~Securities~~complaint ~~Exchange~~and ~~Act~~intends ofto ~~1934~~enforce ~~(the “Act”) for Auctus’ violation of Section 15(~~a) ofbinding ~~the~~arbitration ~~Act.~~provision between ~~On February 21, 2023,~~ the ~~Court~~parties ~~denied~~and ~~OriginClear’s Motion~~ to ~~Set~~bring ~~Aside the~~counter ~~Settlement~~claims ~~Agreement.~~against OnPSI ~~March~~for 8,failing ~~2023, OriginClear appealed the Court’s decision~~ to ~~the~~pay ~~United~~PWT ~~States Court of Appeals~~ for ~~the~~ ~~First~~services ~~Circuit~~rendered.

1417. ~~CONCENTRATIONS~~ACCRUED EXPENSES

Accrued expenses consist of the following as of December 31,

	2023		2022
Payroll liabilities	$	106,979	$	49,083
Accrued interest on promissory notes		1,667,534		1,542,303
Total accrued expenses	$	1,774,513	$	1,591,386

18.	CONCENTRATIONS

Major Customers

PWT had five major customers for the year ended December 31, 2023. The customers represented 57.6% of billings for the year ending December 31, 2023. The contract receivable balance for the customers was $1,087,851 at December 31, 2023.

PWT had four major customers for the year ended December 31, 2022. The customers represented 71.1% of billings for the year ending December 31, 2022. The contract receivable balance for the customers was $1,781,930 at December 31, 2022.

PWT had two major customers for the year ended December 31, 2021. The customers represented 64.24% of billings for the year ending December 31, 2021. The contract receivable balance for the customers was $1,381,875 at December 31, 2021.

Major Suppliers

PWT had three major vendors for the year ended December 31, 2023. The vendors represented 20.5% of total expenses in the year ending December 31, 2023. The accounts payable balance due to the vendors was $66,955 at December 31, 2023. Management believes no risk is present with the vendors due to other suppliers being readily available.

PWT had three major vendors for the year ended December 31, 2022. The vendors represented 38.11% of total expenses in the year ending December 31, 2022. The accounts payable balance due to the vendors was $1,054,022 at December 31, 2022. Management believes no risk is present with the vendors due to other suppliers being readily available.

~~PWT had three major vendors for the year ended December 31, 2021~~19. ~~The~~SUBSEQUENT vendors represented 40.1% of total expenses in the year ending December 31, 2021. The accounts payable balance due to the vendors was $279,082 at December 31, 2021. Management believes no risk is present with the vendors due to other suppliers being readily available. EVENTS

15. SUBSEQUENT EVENTS

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are the following subsequent events:

On Between January 35, ~~2023,~~2024 ~~holders~~and ofApril ~~the Company’s~~5, ~~Series~~2024, QWODI ~~preferred~~made ~~stock~~payments ~~converted~~on anbehalf ~~aggregate~~ of 25the ~~Series~~SPAC Qin ~~shares~~the ~~into an~~ aggregate ofamount ~~4,208,756 shares~~ of ~~the Company’s common stock~~$765,000.

OnBetween January 35, ~~2023,~~2024 ~~holders~~and ofApril ~~the Company’s~~1, ~~Series~~2024, Sthe ~~preferred~~Company ~~stock~~issued to ~~converted~~consultants an aggregate of 25 ~~Series S shares into an aggregate of 4~~21,~~208~~206,~~756~~487 shares of the Company’s common stock for services.

~~F-34~~On January 8, 2024, holders of the Company’s Series K preferred stock exchanged an aggregate of 10 shares of Series K preferred stock for 10 shares of the Company’s Series W preferred stock.

~~Between~~On January 4 8, ~~2023 and March 27~~2024, ~~2023,~~ holders of the Company’s Series RF preferred stock ~~converted~~exchanged an aggregate of 10 shares of ~~365~~ Series RF ~~shares~~preferred ~~into~~stock ~~an aggregate of 70,652,445~~ for 10 shares of the Company’s ~~common~~Series ~~stock~~Q ofpreferred which, an aggregate of 65,610,428 of those common shares were redeemed by the Company between March 25, 2023 and March 28, 2023, and the redemption amount, together with cash paid by the redeeming stockholders, were used to purchase one or more convertible secured promissory notes from WODIstock.

Between January 5, 2023 and March 27, 2023, holders of the Company’s Series Y preferred stock converted an aggregate of 4.2 Series Y shares into an aggregate of 63,656,525 shares of the Company’s common stock of which, an aggregate of 53,275,963 of those common shares were redeemed by the Company between March 25, 2023 and March 28, 2023, and the redemption amount, together with cash paid by the redeeming stockholders, were used to purchase one or more convertible secured promissory notes from WODI.F-43

Between January 68, ~~2023~~2024 and ~~March~~April 3115, ~~2023~~ 2024, an aggregate of 91,711,783 shares of common stock were redeemed by the Company, ~~issued~~and tothe redemption ~~consultants~~amount, ~~and~~together ~~one~~with ~~employee~~cash anpaid ~~aggregate~~by ofthe 23redeeming stockholders,~~716,123~~ ~~shares~~were ofused by the ~~Company’s~~stockholders ~~common~~to ~~stock~~purchase ~~for~~convertible ~~services~~secured promissory notes from WODI.

~~On October 20, 2022, the Company entered into an Equity~~Between ~~Financing~~January ~~Agreement (“Financing Agreement”) with GHS Investments~~8, ~~LLC~~2024 ~~(“GHS”),~~and ~~whereby~~February ~~GHS agreed to purchase~~20, at ~~the Company’s sole discretion~~2024, upholders ~~to $25,000,000 worth~~ of the ~~shares of the~~ Company’s ~~common~~Series ~~stock~~Q ~~(the~~preferred ~~“Shares”), par~~stock ~~value~~converted ~~$0.0001~~an ~~per~~aggregate ~~share. In accordance with the terms~~ of ~~the Financing Agreement and the Registration Rights Agreement (“Registration Agreement”) dated October~~ 20, 2022 between the Company and GHS, the Company registered the Shares on Form S-1 with the Securities and Exchange Commission as a condition precedent to GHS’s obligation to close on the purchase of the Shares. OnSeries ~~December~~Q ~~27,~~shares ~~2022,~~into the Securities and Exchange Commission issued a Notice of Effectiveness of the Registration Statement filed on Form S-1 (File Number 333-268608) for OriginClear, Inc. Between January 10, 2023 and March 24, 2023, the Company received an aggregate ~~net amount~~ of ~~$130~~ 4,~~583 in financing pertaining to this agreement and issued an aggregate of 18~~576,~~645,028~~ 458 shares of the Company’s common ~~stock~~ ~~to GHS~~stock.

Between January 68, ~~2023~~2024 and ~~February~~April 2712, ~~2023~~2024, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 3.58 shares of the Company’s Series Y preferred stock for an aggregate purchase price of $~~345~~377,~~000~~500. The Company also issued an aggregate of 23,~~760~~020,000 warrants to purchase shares of its common stock to these investors.

Between ~~February~~ 23January 11, ~~2023~~2024 and ~~March~~February 35, ~~2023~~2024, ~~per~~holders ~~electing~~of ~~and qualifying for~~ the ~~Restricted~~Company’s ~~Stock~~Series ~~Grant~~R ~~Agreement~~preferred ~~alternate~~stock ~~vesting~~converted ~~schedule,~~an ~~the~~aggregate ~~Company~~of 135 Series ~~issued~~R toshares ~~Mr.~~into ~~Eckelberry, employees and one consultant~~ an aggregate of 8 30,~~830~~496,~~859~~ 772 shares of the Company’s common stock.

On ~~February~~January 2422, ~~2023~~2024, ~~holders~~per ofelecting and qualifying for the ~~Company’s~~Restricted ~~Series~~Stock OGrant ~~preferred~~Agreement ~~stock~~alternate ~~converted~~vesting anschedule, ~~aggregate~~the ofCompany 40issued ~~Series~~to OMr. ~~shares~~Eckelberry, employees ~~into~~and consultants an aggregate of 720,~~722~~937,~~008~~ 829 shares of the Company’s common stock.

OnBetween ~~March~~January 2722, ~~2023,~~2024 ~~the~~and ~~Company~~April ~~entered~~3, ~~into settlement agreements with certain accredited investors pursuant to which the Company issued an aggregate of 85~~2024,~~836,889~~ ~~shares~~holders of the Company’s ~~common~~Series ~~stock~~Y inpreferred ~~settlement~~stock ofconverted ~~certain~~an ~~claims~~aggregate ~~with such persons~~ of 2.7 Series Y ~~which,~~shares into an aggregate of 63of 55,~~258~~456,~~812~~229 ~~of those common~~ shares ~~were~~of ~~redeemed by~~ the Company’s ~~between~~common ~~March 28, 2023 and March 30, 2023, and the redemption amount, together with cash paid by the redeeming stockholders, were used to purchase one or more convertible secured promissory notes from WODI~~stock.

On February ~~March 31~~5, ~~2023~~2024, holders of the Company’s ~~issued~~ Series S preferred stock converted an aggregate of 10 Series ~~238,003~~S shares into an aggregate of 2,272,728 shares of the Company’s common stock ~~as dividends to certain holders of Series O preferred stock~~.

On February ~~April 14~~13, ~~2023~~2024, holders of the Company’s ~~sold certain~~Series ~~assets~~W ~~related~~preferred tostock ~~its~~converted ~~Modular~~an ~~Water~~aggregate ~~Service~~of 50 Series ~~business~~W toshares ~~its~~into an ~~wholly~~aggregate ~~owned subsidiary Water on Demand~~of 11, ~~Inc. in exchange for 6~~655,~~000,000~~ 012 shares of ~~Water~~the onCompany’s ~~Demand, Inc.~~ common ~~shares~~stock. ~~The assets included certain licenses, intellectual property and contracts.~~

FOn February 14, 2024, the Company and Fortune Rise Acquisition Corporation (Nasdaq: FRLA), filed a registration statement on Form S-354 with the SEC which includes a preliminary proxy statement and prospectus in connection with the proposed business combination with WODI.

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Between March 28, 2024 and April 15, 2024, the Company entered into settlement agreements with certain accredited investors pursuant to which the Company issued an aggregate of 62,854,617 shares of the Company’s common stock in settlement of certain claims with such persons. These issuances were made to settle shareholder disputes regarding timing of the conversion of preferred shares into common shares.

On March 28, 2024, the Company issued an aggregate of 172,730 shares of the Company’s common stock as dividends to certain holders of Series O preferred stock.

F-44

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