UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED: ~~September~~ 30March 31, ~~2023~~2024

☐ TRANSITION REPORT UNDER 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 its 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)

(727) 440-4603

(Registrant’s telephone number, including area code)

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

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

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

As of ~~December~~May 714, 2023, ~~there~~ there were 1,~~398~~561,~~703~~021,~~066~~044 shares of common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I		1
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3330
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	4838
Item 4.	Controls and Procedures.	4838
PART II		39
Item 1.	Legal Proceedings.	4939
Item 1A.	Risk Factors.	4939
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	4939
Item 3.	Defaults Upon Senior Securities.	4939
Item 4.	Mine Safety Disclosures.	4939
Item 5.	Other Information.	4939
Item 6.	Exhibits.	4940
		50
SIGNATURES		41
SIGNATURES

PART I - FINANCIAL INFORMATION

~~ORIGINCLEAR,~~ITEM ~~INC~~1. ~~AND~~FINANCIAL ~~SUBSIDIARIES~~STATEMENTS

ORIGINCLEAR, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
	(Unaudited)	~~(Unaudited)~~
ASSETS
CURRENT ASSETS
Cash	$	1157,~~153,181~~351		$	1114,~~354,814~~640
Contracts receivable, net allowance of $0 and $17,315, respectively		1,478,505			2,479,123
Fair value investment in securities		63,292			36,167
Fair value investment in securities		22,604			27,125
Prepaid expenses		11,936			-
Contract assets		908,327			1,479,491
Current assets held-for-sale		1,607,261			2,338,798
Prepaid expenses		10,175			25,000
TOTAL CURRENT ASSETS		1,839,840			2,489,604
TOTAL CURRENT ASSETS		3,572,792			5,365,553
Net property and equipment		136,784			143,366
NET PROPERTY AND EQUIPMENT		154,058			177,069
Net property and equipment held-for-sale		2,689			3,370
NET PROPERTY AND EQUIPMENT		139,473			146,735
OTHER ASSETS
Long term assets held for sale		-			400,000
Receivable on sale of asset		66,000			99,000
Note receivable on sale of asset		132,000			-
Fair value investment-securities		3,200			3,200
SPAC Class B common shares purchase cost		400,000			400,000
Fair value investment-securities		3,200			2,400
Trademark		4,467			4,467
TOTAL OTHER ASSETS		539,667			806,867
Non-current assets held for sale		400,000			400,000
TOTAL ASSETS	$	4,266,517		$	6,349,489
TOTAL OTHER ASSETS		473,667			506,667
LIABILITIES AND SHAREHOLDERS’ DEFICIT
TOTAL ASSETS	$	2,452,980		$	3,143,007
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and other payable	$	1659,~~601,904~~072		$	3647,~~784,747~~483
Accrued expenses		21,~~349~~839,~~803~~304			1,~~633~~774,~~904~~513
Cumulative preferred stock dividends payable		~~436~~543,~~456~~664			~~415~~523,~~597~~403
Contract liabilities		1,271,095			932,458
Customer deposit		2,950			2,950
Tax liability 83(b)		13,600			15,600
Secured Loans payable		30,646			30,646
Customer deposit		146,453			146,453
Loan payable, SBA		146,557			147,217
Warranty reserve		20,000			20,000
Derivative liabilities		20,509,953			7,742,759
Line of credit		139,879			-
Series F 8% Preferred Stock, 60 and 60 shares issued and outstanding, respectively, redeemable value of $50,000 and $60,000 respectively		50,000			60,000
Loan payable, merchant cash advance		30,646			30,646
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
Loans payable, SBA		147,871			149,790
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
Derivative liabilities		10,817,590			9,578,904
Series K 8% Preferred Stock, 307.15 and 407.15 shares issued and outstanding, respectively, redeemable value of $297,150 and $307,150, respectively		297,150			307,150
Series F 8% Preferred Stock, 60 and 60 shares issued and outstanding, respectively,
Convertible secured promissory notes (Note 6)
redeemable value of $60,000 and $60,000 respectively		60,000			60,000
Convertible promissory notes, net of discount of $0 and $0, respectively (Note 6)		597,945			2,472,944
Series G 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively,
Current liabilities held-for-sale		22,949,782			20,980,431
redeemable value of $25,000 and $25,000, respectively		25,000			25,000
Total Current Liabilities		47,677,023			34,739,496
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, 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)		15,772,089			1,347,500
Convertible promissory notes, net of discount of $0 and $0, respectively (Note 5)		2,472,945			1,037,983
Total Current Liabilities		35,637,481			19,610,732
Long Term Liabilities
Convertible promissory notes, net of discount of $0 and $0, respectively		~~144~~2,019,747			1144,~~888,772~~747
Total Long Term Liabilities		~~144~~2,019,747			1144,~~888,772~~747
Total Liabilities		3549,~~782~~696,~~228~~770			2134,~~499~~884,~~504~~243
COMMITMENTS AND CONTINGENCIES (See Note 13)
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 320,495 shares issued and outstanding, respectively redeemable value of $320,495 and $320,495, respectively		320,495			320,495
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, 190 and 230 shares issued and outstanding, respectively, redeemable value of $190,000 and $230,000, respectively		190,000			230,000
Series O 8% Convertible Preferred Stock, 190 and 190 shares issued and outstanding, respectively, redeemable value of $190,000 and $190,000, respectively		190,000			190,000
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 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, 420 and 615 shares issued and outstanding, respectively, redeemable value of $420,000 and $615,000, respectively		420,000			615,000
Series Q 12% Convertible Preferred Stock, 410 and 420 shares issued and outstanding, respectively, redeemable value of $410,000 and $420,000, respectively		410,000			420,000
Series R 12% Convertible Preferred Stock, 1,808 and 2,828 shares issued and outstanding, respectively, redeemable value of $1,808,000 and $2,828,000, respectively		1,808,000			2,828,000
Series R 12% Convertible Preferred Stock, 1,473 and 1,608 shares issued and outstanding, respectively, redeemable value of $1,473,000 and $1,608,000, respectively		1,473,000			1,608,000
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 S 12% Convertible Preferred Stock, 110 and 120 shares issued and outstanding, respectively, redeemable value of $110,000 and $120,000, respectively		110,000			120,000
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, 270 and 270 shares issued and outstanding, respectively, redeemable value of $270,000 and $270,000, respectively		270,000			270,000
Series W 12% Convertible Preferred Stock, 911.5 and 819.5 shares issued and outstanding, respectively, redeemable value of $911,500 and $819,500, respectively		911,500			819,500
Series W 12% Convertible Preferred Stock, 846.5 and 886.5 shares issued and outstanding, respectively, redeemable value of $846,500 and $886,500, respectively		846,500			886,500
Series X 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, 24.7 and 24.6 shares issued and outstanding, respectively, redeemable value of $2,472,727 and $2,460,227, respectively		2,472,727			2,460,227
Series Y Convertible Preferred Stock, 24.58 and 37.51 shares issued and outstanding, respectively, redeemable value of $2,457,577and $3,751,277, respectively		2,457,577			3,751,277
		7,340,222			7,522,722
Series Z Convertible Preferred Stock, 0 and 250 shares issued and outstanding, respectively, redeemable value of $0 and $250,000, respectively		-			250,000
SHAREHOLDERS' DEFICIT
		7,745,072			10,866,772
Preferred stock, $0.0001 par value, 600,000,000 shares authorized 31,500,000 and 31,500,000 shares of Series D-1 issued and outstanding, respectively		3,150			3,150
SHAREHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 600,000,000 shares authorized 0 and 1,475 shares of Series A issued and outstanding, respectively		-			-
0 and 0 shares of Series B issued and outstanding, respectively		-			-
1,000 and 1,001,000 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
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 1,478,617,331 and 1,399,782,046 equity shares issued and outstanding, respectively		147,860			139,978
Common stock, $0.0001 par value, 19,000,000,000 shares authorized 1,318,066,996 and 1,013,369,185 equity shares issued and outstanding, respectively		131,808			101,337
Additional paid in capital - Common stock		82,517,621			81,949,274
Additional paid in capital - Common stock		87,651,798			82,745,503
Noncontrolling Interest		(2,447,600	)		(2,239,493	)
Accumulated other comprehensive gain/(loss)		(132	)		(132	)
Accumulated other comprehensive loss		(132	)		(132	)
Accumulated deficit		(~~127~~134,~~147~~904,~~407~~911	)		(~~108~~119,~~966~~216,~~645~~735	)
TOTAL SHAREHOLDERS’ DEFICIT		(39,260,783	)		(26,016,787	)
TOTAL SHAREHOLDERS' DEFICIT		(54,584,012	)		(39,263,958	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	4,266,517		$	6,349,489
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	2,452,980		$	3,143,007

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

ORIGINCLEAR, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31, 2024			March 31, 2023

Sales	$	6,573		$	6,573

Cost of Goods Sold		-			-

Gross Profit		6,573			6,573

Operating Expenses
Selling and marketing expenses		526,640			796,619
General and administrative expenses		893,300			905,916
Depreciation and amortization expense		6,582			6,690

Total Operating Expenses		1,426,522			1,709,225

Loss from Operations		(1,419,949	)		(1,702,652	)

OTHER INCOME (EXPENSE)
Impairment of receivable from SPAC		-			(50,000	)
Unrealized gain (loss) on investment securities		27,125			(4,521	)
Gain (Loss) on redemption of common stock		687,678			1,802,443
Gain (Loss) on net change in derivative liability and conversion of debt		(12,767,194	)		3,875,377
Interest and dividend expense		(186,982	)		(223,440	)

TOTAL OTHER (EXPENSE) INCOME		(12,239,373	)		5,399,859

Net income (loss) from continued operations		(13,659,322	)		3,697,207

Net loss from assets held-for-sale		(2,236,961	)		(4,188,741	)

NET LOSS	$	(15,896,283	)	$	(491,534	)

Basic and fully diluted earnings per share from continuing operations	$	(0.00	)	$	(0.00	)
Basic and fully diluted (loss) earnings per share from assets held-for-sale	$	(0.00	)	$	(0.00	)
BASIC AND DILUTED	$	(0.01	)	$	(0.00	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED		1,443,544,402			1,062,100,064

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Sales	$	1,363,840		$	3,366,061		$	5,200,918		$	7,768,133
Cost of Goods Sold		1,135,541			2,542,887			4,646,349			6,484,235
Gross Profit		228,299			823,174			554,569			1,283,898
Operating Expenses
Selling and marketing expenses		470,566			712,420			1,915,809			1,825,170
General and administrative expenses		904,223			1,085,044			3,008,988			2,900,203
Depreciation and amortization expense		7,579			10,204			23,011			31,446
Total Operating Expenses		1,382,368			1,807,668			4,947,808			4,756,819
Loss from Operations		(1,154,069	)		(984,494	)		(4,393,239	)		(3,472,921	)
OTHER INCOME (EXPENSE)
Other income		569			-			127,448			-
Impairment of receivable from SPAC		(610,000	)		-			(3,260,985	)		-
Gain on write off of loans payable		218,064			-			218,064			75,000
Unrealized gain (loss) on investment securities		800			(24,604	)		(3,721	)		(167,309	)
Gain (Loss) on conversion of preferred stock		-			(188,395	)		-			(434,380	)
Preferred stock incentive compensation		(420,766	)		-			(576,617	)		-
Conversion and settlement value added to note purchase agreements		(1,690,500	)		-			(7,728,089	)		-
Cash settlement for non-conversion of common stock		-			(13,500	)		-			(13,500	)
Gain (Loss) on net change in derivative liability and conversion of debt		(4,064,566	)		(27,607,804	)		(1,238,686	)		(29,176,702	)
Interest and dividend expense		(574,198	)		(233,426	)		(1,324,936	)		(704,434	)
TOTAL OTHER (EXPENSE) INCOME		(7,140,597	)		(28,067,729	)		(13,787,523	)		(30,421,325	)
NET LOSS	$	(8,294,666	)	$	(29,052,223	)	$	(18,180,762	)	$	(33,894,246	)
BASIC AND DILUTED	$	(0.01	)	$	(0.04	)	$	(0.01	)	$	(0.06	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING,
BASIC AND DILUTED		1,301,350,186			775,597,578			1,262,285,766			589,675,480

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

ORIGINCLEAR, INC. AND SUBSIDIARIES CONDENCED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

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

Balance at December 31, 2022		32,502,475	$	3,150	$	10,866,772			1,013,369,185		$	101,337		$	82,745,503		$	100,000	$	(132	)	$	-	$	(108,966,645	)	$	(26,016,787	)

Common stock issued for cash per equity financing agreement		-		-		-			18,645,028			1,865			128,719			-		-			-		-			130,584

Common stock issued at fair value for services		-		-		-			23,716,123			2,371			250,839			-		-			-		-			253,210

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		-		-		(25,000	)		4,208,756			421			24,579			-		-			-		-			25,000

Common stock issued for conversion of Series R Preferred stock		-		-		(365,000	)		70,652,445			7,065			357,935			-		-			-		-			365,000

Common stock issued for conversion of Series S Preferred stock		-		-		(25,000	)		4,208,756			421			24,579			-		-			-		-			25,000

Common stock issued for conversion of Series Y Preferred stock		-		-		(420,000	)		63,656,525			6,366			413,634			-		-			-		-			420,000

Common stock issued for Series O Preferred stock dividends		-		-		-			238,003			24			(24	)		-		-			-		-			-

Common stock issued for conversion settlement		-		-		-			85,836,889			8,584			(8,584	)		-		-			-		-			-

Common stock issued for alternative vesting		-		-		-			8,830,859			883			91,841			-		-			-		-			92,724

Issuance of Series A Preferred stock granted to Series Y investors		202		-		-			-			-			-			-		-			-		-			-

Issuance of Series Y Preferred stock through a private placement		-		-		345,000			-			-			-			-		-			-		-			-

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	)		-			-			-			-		-			-		-			-

Redemption of common stock for note purchase agreement		-		-		-			(182,145,203	)		(18,214	)		(1,784,229	)		-		-			-		-			(1,802,443	)

Net Loss		-		-		-			-			-			-			-		-			-		(491,534	)		(491,534	)

Balance at March 31, 2023 (unaudited)		32,502,677	$	3,150	$	9,986,772			1,118,939,374		$	111,895		$	82,284,020		$	100,000	$	(132	)	$	-	$	(109,458,179	)	$	(26,959,246	)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

	NINE MONTHS ENDED SEPTEMBER 30, 2022
																					Accumulated
	Preferred stock						Mezzanine			Common stock						Additional			Subscription		Other Comprehensive			Accumulated
	Shares			Amount			Equity			Shares			Amount			Paid-in-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	)
Rounding		-			-			5			-			-						-		-			(1	)		(1	)
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		-			-						41,046,848			4,105			1,050,844			-		-			-			1,054,949
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		-			-			(25,000	)		1,258,812			126			24,874			-		-			-			25,000
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		-			-			(612,000	)		83,105,450			8,311			603,689			-		-			-			612,000
Common stock issued for conversion of Series U Preferred stock		-			-			(581,500	)		30,629,247			3,063			578,437			-		-			-			581,500
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		-			-			(1,500,000	)		108,238,078			10,824			1,489,176			-		-			-			1,500,000
Common stock issued for conversion Series Q Preferred stock dividends		-			-			-			917,821			92			(92	)		-		-			-			-
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 from non conversion		-			-			-			(409,518	)		(41	)		(10,459	)		-		-			-			(10,500	)
Issuance of Series Y Preferred stock through a private placement		-			-			4,339,277			-			-			-			-		-			-			-
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		-			-			85,000			-			-			-			-		-			-			-
Loss on conversion of Preferred Stock		-			-			-			-			-			434,380			-		-			-			434,380
Net Loss		-			-			-			-			-			-			-		-			(33,894,246	)		(33,894,246	)
Balance at September 30, 2022 (unaudited)		31,501,000		$	3,150			11,283,027			900,109,842		$	90,011		$	81,394,700		$	100,000	$	(132	)	$	(132,070,171	)	$	(50,482,442	)

	NINE MONTHS ENDED SEPTEMBER 30, 2023
	THREE MONTHS ENDED MARCH 31, 2024
	Preferred stock						Mezzanine			Common stock						Additional Paid-in-			Subscription		Other Comprehensive			~~Accumulated~~Noncontrolling			Accumulated
	Shares			Amount			Equity			Shares			Amount			~~Paid-in-~~Capital			Payable		loss			~~Deficit~~Interest			~~Total~~Deficit			Total
Balance at December 31, 2022		32,502,475			3,150		$	10,866,772			1,013,369,185			101,337			82,745,503			100,000		(132	)		(108,966,645	)		(26,016,787	)
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	)
Common stock issued for cash per equity financing agreement		-			-			-			20,492,456			2,050			139,323			-		-			-			141,373
Rounding														(3	)		2														1
Common stock issued upon conversion of convertible promissory note		-			-			-			55,788,402			5,579			161,786											167,365
Shares redeemed/cancelled for Note Purchase Agreement		-			-			-			(83,352,197	)		(8,335	)		(679,343	)		-		-			-			-			(687,678	)
Common stock issued at fair value for services		-			-			-			62,872,237			6,287			597,291			-		-			-			603,578
Common stock issued for alternative vesting		-			-			-			20,937,829			2,094			167,502			-		-			-			-			169,596
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 Settlement		-			-			-			19,330,459			1,933			(1,933	)		-		-			-			-			-
Common stock issued for conversion of Series Q Preferred stock		-			-			(~~195~~20,000	)		504,~~340~~576,~~392~~458			~~5,034~~458			~~189~~19,~~966~~542			-		-			-			~~195,000~~-			20,000
Common stock issued for conversion of Series R Preferred stock		-			-			(~~920~~135,000	)		~~199~~30,~~249~~496,~~857~~772			193,~~925~~050			~~900~~131,~~075~~950			-		-			-			~~920,000~~-			135,000
Common stock issued for conversion of Series S Preferred stock		-			-			(5010,000	)		82,~~864~~272,~~250~~728			~~886~~227			499,~~114~~773			-		-			-			~~50,000~~-			10,000
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		-			-			(50,000	)		11,655,012			1,166			48,835			-		-			-			-			50,001
Common stock issued for conversion of Series W Preferred stock		-			-			(8,000	)		2,318,842			232			7,768			-		-			-			8,000
Common stock issued for conversion of Series Y Preferred stock		-			-			(240,000	)		52,047,138			5,205			234,795			-		-			-			-			240,000
Common stock issued for conversion of Series Y Preferred stock		-			-			(1,810,000	)		331,921,683			33,192			1,776,808			-		-			-			1,810,000
Common stock issued at fair value for services		-			-			-			20,698,356			2,070			211,011			-		-			-			-			213,081
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		-			-			-			172,730			17			(17	)		-		-			-			-			-
Common stock issued for Series O Preferred stock dividends		-			-			-			677,526			68			(68	)		-		-			-			-
Issuance of Series Y Preferred stock through a private placement		-			-			252,500			-			-			-			-		-			-			-			-
Common stock issued for conversion of settlement agreements		-			-			-			269,393,920			26,940			(26,940	)		-		-			-			-
Exchange of Series F preferred stock for Series Q preferred stock		-			-			10,000			-			-			-			-		-			-			-			-
Common stock issued for alternative vesting		-			-			-			11,584,932			1,158			(1,158	)		-		-			-			-
Exchange of Series K preferred stock for Series W preferred stock		-			-			10,000			-			-			-			-		-			-			-			-
Redemption of common stock for note purchase agreements		-			-			-			(810,707,922	)		(81,070	)		81,070			-		-			-			-
Issuance of warrants		-			-			-			-			-			426,230			-		-			-			-			426,230
Issuance of Series A and B Preferred stock granted to Series Y investors at fair value		545,191			54			-			-			-			576,563			-		-			-			576,617
Net Loss		-			-			-			-			-			-			-		-			(208,107	)		(15,688,176	)		(15,896,283	)
Issuance of common shares for RegA for cash		-			-			-			12,000			1			59,999			-		-			-			60,000
Balance at March 31, 2024 (unaudited)		31,501,000		$	3,150		$	7,340,222			1,478,617,331		$	147,860		$	82,517,622		$	100,000	$	(132	)	$	(2,447,600	)	$	(134,904,911	)		(54,584,010	)
Cancellation of RegA common and Series A and B Preferred shares		(1,546,666	)		(54	)		-			(12,000	)		-			(113	)		-		-			-			(167	)
Issuance of Series Y Preferred stock through a private placement		-			-			526,300			-			-			-			-		-			-			-
Exchange of Series K 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		-			-			(10,000	)		-			(1	)		1			-		-			-			-
Issuance of 1000:1 split of common stock through a merger with subsidiary		-			-			-			10,000,000			1,000			(1,000	)		-		-			-			-
Issuance of common stock to investors after merger		-			-			-			3,399,217			340			(340	)		-		-			-			-
Net Loss		-			-			-			-			-			-			-		-			(18,180,762	)		(18,180,762	)
Balance at September 30, 2023 (unaudited)		31,501,000		$	3,150		$	7,745,072			1,318,066,996		$	131,808		$	87,651,798		$	100,000	$	(132	)	$	(127,147,407	)	$	(39,260,783	)

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

ORIGINCLEAR, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31, 2024			March 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) from continuing operations	$	(13,659,322	)		3,697,207
Net loss related to assets held-for-sale		(2,236,961	)		(4,188,741	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization		7,264			7,829
Common and preferred stock issued for services		213,081			253,210
Change in fair value of derivative liability		12,767,194			(3,875,377	)
Converted value of secured promissory notes		-			2,505,339
Stock based compensation expense		169,596			92,724
Net unrealized (gain) loss on fair value of securities		(27,125	)		4,521
Impairment of receivable from SPAC		590,000			1,657,920
Conversion and settlement value loss on WODI		692,000			-
Gain on redemption of common stock		(687,678	)		(1,802,443	)
Change in Assets (Increase) Decrease in:
Contracts receivable		758,374			346,797
Contract asset		101,791			47,700
Prepaid expenses and other assets		(11,936	)		13,628

Change in Liabilities Increase (Decrease) in:
Accounts payable		(341,187	)		(921,795	)
Accrued expenses		487,156			177,439
Contract liabilities		451,997			(15,523	)

NET CASH USED IN OPERATING ACTIVITIES		(725,756	)		(1,906,841	)

CASH FLOWS USED FROM INVESTING ACTIVITIES:
Purchase of SPAC notes payable		(590,000	)		(1,657,920	)
Payments received on long term asset		33,000			-
Purchase of fixed assets		(4,500	)		(4,500	)

NET CASH USED IN INVESTING ACTIVITIES		(561,500	)		(1,662,420	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on loan payable, SBA		(660	)		(633	)
Proceeds from Line of credit		-			200,000
Payments on Line of credit		(89,040	)		-
Payments on loans, merchant cash advance		(110,695	)		-
Equity financing purchase agreement		-			130,584
Net payments on cumulative preferred stock dividends and distributions		20,261			3,210
Proceeds from convertible secured promissory notes		960,000			2,532,000
Proceeds from issuance of warrants		426,230			-
Net proceeds for issuance of preferred stock for cash - mezzanine classification		252,500			345,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		1,458,596			3,210,161

NET (DECREASE) INCREASE IN CASH		171,340			(451,824	)

CASH BEGINNING OF PERIOD		488,830			1,354,814

CASH END OF PERIOD		660,170		$	902,990

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest and dividends paid	$	-		$	255,983

SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Issuance of Series O dividends	$	17		$	24
Preferred stock converted to common stock - mezzanine	$	455,000		$	875,000
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
Common stock issued as settlement	$	1,933		$	8,584

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

	Nine Months Ended
	September 30, 2023			September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$	(18,180,762	)	$	(33,894,246	)
Adjustment to reconcile net loss to net cash
used in operating activities
Depreciation and amortization		23,011			31,446
Common and preferred stock issued for services		603,578			1,054,949
Change in fair value of derivative liability		1,238,686			29,176,702
Preferred stock incentive compensation expense		576,617			-
Debt discount recognized as interest expense		-			3,743
Net unrealized (gain) loss on fair value of securities		4,521			167,309
Impairment of receivable from SPAC		3,260,985			-
Conversion and settlement value loss on WODI		7,728,089			-
(Gain) Loss on conversion of preferred stock		-			434,380
Gain on write off of payable		(218,064	)		(50,000	)
Change in Assets (Increase) Decrease in:
Contracts receivable		1,000,618			204,085
Contract asset		571,164			(1,076,532	)
Inventory asset		-			(15,570	)
Prepaid expenses and other assets		14,825			2,245
Change in Liabilities Increase (Decrease) in:
Accounts payable		(2,169,509	)		1,509,505
Accrued expenses		792,264			173,737
Contract liabilities		338,637			(1,194,376	)
Tax liability 83(b)		(2,000	)		14,600
NET CASH USED IN OPERATING ACTIVITIES		(4,417,340	)		(3,458,023	)
CASH FLOWS USED FROM INVESTING ACTIVITIES:
Purchase of SPAC notes payable		(3,260,985	)		-
Fair value of investment		(800	)		-
Payments received on long term asset		268,000			-
Purchase of fixed assets		(13,500	)		(17,138	)
NET CASH USED IN INVESTING ACTIVITIES		(3,007,285	)		(17,138	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease		-			(6,816	)
Payments on loan payable, SBA		(1,919	)		-
Line of credit		139,879			-
Equity financing purchase agreement		141,373			-
Net payments on cumulative preferred stock dividends payable		20,859			36,500
Convertible secured promissory notes		6,346,500			-
Common stock issued for RegA for cash		60,000			-
Return of investment and common shares		-			(10,500	)
Net proceeds for issuance of preferred stock for cash - mezzanine classification		516,300			4,525,782
NET CASH PROVIDED BY FINANCING ACTIVITIES		7,222,992			4,544,966
NET (DECREASE) INCREASE IN CASH		(201,633	)		1,044,805
CASH BEGINNING OF PERIOD		1,354,814			706,421
CASH END OF PERIOD	$	1,153,181		$	1,751,226
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest and dividends paid	$	674,376		$	828,638
Taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Common stock issued at fair value for conversion of debt, plus accrued interest, and other fees	$	167,365		$	270,546
Issuance of Series O dividends	$	68		$	92
Preferred stock converted to common stock - mezzanine	$	3,388,000		$	3,984,347
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		$	-
Exchange from mezzanine to liability	$	-		$	495,000
Common stock issued as settlement	$	26,940		$	17,884
Shares issued for alternate vesting	$	1,158		$	-
Issuance of PWT common stock to WODI shareholders		1,340			-
Redemption of shares for secured promissory notes	$	81,070		$	-

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

ORIGINCLEAR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

1. ~~Basis~~BASIS ofOF ~~Presentation~~PRESENTATION

The accompanying unaudited condensed consolidated financial statements of OriginClear, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2023~~2024. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended December 31, ~~2022~~2023.

~~The Company is developing an~~OriginClear ~~outsourced~~was ~~water~~founded treatment business called Water On Demand (“WOD”), which it conducts through its wholly owned subsidiary, Water on Demand, Inc. (“WODI”). The WOD model intends to offer private businesses water self-sustainability as aOriginOil® ~~service, the~~in ~~ability~~2007 ~~to pay for water treatment~~ and ~~purification~~began ~~services~~trading on athe ~~per-gallon~~OTC ~~basis,~~in ~~with a percentage of net profits paid to investors and stakeholders~~2008. ~~This~~In is2015, ~~commonly~~it ~~known~~was renamed as ~~Design-Build-Own-Operate~~OriginClear® ~~or “DBOO”. In addition~~ to ~~WODI,~~reflect ~~four subsidiaries were~~its ~~originally~~new ~~established~~mission to ~~house~~develop ~~capital~~breakthrough ~~dedicated~~businesses toin ~~this program. For efficiency, during~~ the ~~nine~~industrial ~~months~~water ~~ended September 30, 2023, the Company consolidated the funds into a single WOD Subsidiary~~sector. ~~As of the three-month period ended September 30~~Today, ~~2023,~~OriginClear ~~the~~structures ~~Company~~itself ~~received net~~as ~~aggregate funding in~~ the ~~amount~~Clean ~~of $516,300 through the sale of its Series Y Preferred Stock dedicated to the~~ Water ~~on Demand program.~~ ~~The~~Innovation ~~Company~~Hub™ isand ~~currently~~intends ~~evaluating pilot opportunities~~ to ~~enable~~use ~~outsourced~~its ~~water~~well-developed ~~treatment~~retail asinvestor adevelopment ~~managed~~capabilities ~~service~~to ~~and~~help ~~that~~bring ispotentially ~~paid by~~disruptive ~~the~~companies ~~gallon as an alternative~~ to ~~having to come up with significant up-front capital for in-house wasterwater treatment~~market. ~~While~~For ~~these~~the ~~evaluations are~~foreseeable ~~ongoing~~future, ~~without guarantee as to when or if these will take place~~however, ~~the~~OriginClear ~~Company~~intends ~~is placing funds from the sale of Series Y Preferred Stock into various company initiatives~~ to ~~support~~devote ~~WOD.~~its ~~There~~entire iscapabilities ~~no guarantee that these funds can be reallocated for a WOD water-as-a-service system. In the interim, while there is no obligation~~ to ~~do so,~~ the ~~Company~~success ~~has made distributions~~ of ~~funds to Series Y holders in lieu~~its ofsubsidiary, ~~share~~Water ofOn ~~profits~~Demand, ~~paid~~Inc. ~~after the end of each quarter~~(WODI).

AsIn 2023, OriginClear ~~disclosed~~combined inthree of its ~~corporate~~operating ~~presentation,~~divisions ~~available~~into atWODI ~~www.originclear.com/investing#companypresentation,~~in ~~the~~anticipation ~~Company~~of ~~intends~~a tomerger ~~launch~~of such subsidiary with Fortune Rise Acquisition Corp (“FRLA”) a ~~first~~Special ~~pilot~~Purpose ~~deployment~~Acquisition ofCompany. ~~WOD~~The indefinitive ~~2024.~~merger ~~(See~~agreement ~~graph)~~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.

~~Reinforcement~~WODI is now composed of three operating units, Modular Water OnSystems (“MWS”), Progressive Water Treatment (“PWT”), and Water on Demand ~~Inc.~~(“WOD”), ~~with~~the ~~operating~~last ~~businesses~~being a development stage business.

~~Because~~● ~~WOD~~PWT is ~~still~~responsible infor ~~early stage~~a ~~development,~~significant percentage of the Company’s ~~combined its Modular Water Systems division (MWS) and its wholly owned subsidiary~~revenue, ~~Progressive~~specializing ~~Water~~in ~~Systems Inc.~~engineered ~~(PWT)~~water ~~with~~treatment ~~Water~~solutions ~~On Demand, Inc. Due to its operating history, PWT became the master corporate entity~~ and ~~subsequently~~custom ~~was~~treatment ~~renamed Water On Demand, Inc~~systems.

6● 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.

~~Thus, Water~~● OnWOD ~~Demand~~is ~~Inc.~~an ~~was~~incubation ~~absorbed~~of ~~into~~the ~~PWT,~~Company which intends to offer private businesses water self-sustainability as ~~was~~a ~~OriginClear’s~~service in-~~house~~ ~~business~~the ~~unit~~ability ~~MWS.~~to ~~Subsequently,~~pay ~~Progressive~~for ~~Water~~water ~~Treatment Inc~~treatment and purification services on a per-gallon basis. ~~was~~This ~~renamed~~is ~~Water~~commonly Onknown ~~Demand,~~as ~~Inc~~Design-Build-Own-Operate (“DBOO”).

WODI as it is now structured, is composed of two operating units, MWS and PWT, which are in revenue and cash-flow profitable, plus WOD which is a development stage business. (see graph)

This process is discussed in detail in the Overview of Business Section below.

On October 24, 2023, the Company announced a Business Combination Agreement (BCA) for the acquisition of WODI by Fortune Rising Corporation (NASDAQ: FRLA). The Company has a majority ownership of WODI, going into the BCA.

The Company’s mission going forward is:

- For its current WODI program, to support the BCA process, provide management services to WODI and the potential post-merger entity, 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.

- For its own account, to accelerate for new businesses that it may create (as it did with MWS in 2018), acquire (as it did with PWT in 2015) or strategically partner with. For this new phase, the Company may engage in projects outside the water industry, such as in conventional or blockchain finance projects.

Going Concern

The accompanying financial statements ~~have~~ 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 nine months ended September 30, 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. During this period, the Company also generated revenue of $5,200,918 and has 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. 6

7The 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 three months ended March 31, 2024, 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 generated revenue of $6,573 and 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.

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.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its ~~wholly owned operating~~ subsidiaries, ~~Progressive~~ Water ~~Treatment~~On Demand, Inc. (‘WODI’), ~~Water~~(which consists onof ~~Demand~~operating ~~Inc.,~~divisions Progressive Water ~~On Demand1~~Treatment, ~~Inc.,~~Modular Water Systems and Water On ~~Demand2~~Demand), ~~Inc.,~~ Water On ~~Demand3~~Demand #1, Inc., and OriginClear Technologies, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities. ~~As of September 30, 2023, the Company reorganized Water On Demand2, Inc. and Water On Demand3, Inc and combined the subsidiaries into Water On Demand1, Inc.~~

Cash and Cash Equivalent

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. During the reorganization of Water On Demand1, Inc., Water On Demand2, Inc., and Water On Demand3, Inc., the restricted cash balance on the financial statements as of December 31, 2022 was combined with the overall cash balance of the consolidated Company during the nine months ended September 30, 2023.

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~~ computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted ~~earnings~~ 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 ~~nine~~ three months ended ~~September~~ 30March 31, ~~2023~~2024 and ~~2022~~2023, respectively, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

	For the Nine Months Ended September 30,
	2023			2022
Loss to common shareholders (Numerator)	$	(18,180,762	)	$	(33,894,246	)
Basic weighted average number of common shares outstanding (Denominator)		1,262,285,766			589,675,480
Diluted weighted average number of common shares outstanding (Denominator)		1,262,285,766			589,675,480

Loss per share

	For the Three Months Ended March 31,
	2024			2023
Loss to common shareholders (Numerator) – continuing operations	$	(13,659,322	)	$	3,789,931

Loss to common shareholders (Numerator) – related to assets held-for sale		(2,236,961	)		(4,188,741	)

Basic and diluted weighted average number of common shares outstanding (Denominator)		1,443,544,402			1,062,100,064

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.

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.

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~~ 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 $0368,917 and $17379,~~315~~335 as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, respectively. The net contract receivable balance was $1751,~~478,505~~130 and $21,~~479~~509,~~123~~504 at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, respectively.

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 ~~September~~March 3031, ~~2023~~2024 and ~~December 31~~2023, ~~2022,~~ respectively, 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 $1011,~~175~~936 and $~~25,000~~0 at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, 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

	September 30, 2023			December 31, 2022
	3/31/2024			12/31/23
Machinery and Equipment	$	383,569		$	383,569
Computer Equipment		66,493			66,493
Furniture		29,810			29,810
Leasehold Improvements		26,725			26,725
Vehicles		64,276			64,276
Demo Units		36,139			36,139
		607,012			607,012
Less accumulated depreciation		(~~452~~467,~~954~~539	)		(~~429~~460,~~943~~277	)
Net Property and Equipment	$	~~154~~139,~~058~~473		$	~~177~~146,~~069~~735

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 ~~nine months~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, was $236,~~011~~582 and $316,~~446~~690, respectively.

Other Assets

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 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 March 31, 2024, the Company received additional payments totaling $103,572. As of March 31, 2024, the balance of the receivable was $66,000 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.

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~~ requires disclosure of the fair value information, whether or not to recognized in the balance sheet, where it is practicable to estimate ~~that~~ that value. As of ~~September~~March 3031, ~~2023~~2024, 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.

The following table presents certain ~~investments~~ investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance ~~sheets~~ sheets on a recurring basis and their level within the fair value hierarchy as of ~~September~~March 3031, ~~2023~~2024.

	Total		(Level 1)		(Level 2)		(Level 3)
Investment at fair value-securities, September 30, 2023	$	25,804	$	25,804	$	-	$	-
Investment at fair value-securities, March 31, 2024	$	66,492	$	66,492	$	-	$	-

	Total		(Level 1)		(Level 2)		(Level 3)
Derivative Liability, September 30, 2023	$	10,817,590	$	-	$	-	$	10,817,590
Derivative Liability, March 31, 2024	$	20,509,953	$	-	$	-	$	20,509,953

The derivative liabilities consist of $20,052,649 for convertible notes outstanding and $457,304 for warrants outstanding for an aggregate of $20,509,953.

The derivative liabilities consist of $10,381,519 for convertible notes outstanding and $436,071 for warrants outstanding for an aggregate of $10,817,590.

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 December 31, 2022	$	9,578,904
Balance as of December 31, 2023	$	7,742,759
Net loss on conversion of debt and change in derivative liabilities		112,~~238~~767,~~686~~194
Balance as of September 30, 2023	$	10,817,590
Balance as of March 31, 2024	$	20,509,953

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:

	September 30, 2023
		3/31/2023
Risk free interest rate	~~4.60% - 5.61%~~	4.53% – 4.96%
Stock volatility factor	~~51.0% - 173.0%~~	141% – 219%
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.

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.

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 ~~Stock~~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, 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.

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 March 31, 2024 and financial statements of the prior year ending in December 31, 2023 have been adjusted to reflect comparable as follows:

Assets and Liabilities Held-For-Sale

	March 31,		December 31,
	2024		2023
CURRENT ASSETS
Cash	$	502,820	$	374,192
Contracts receivable, net allowance of $368,917 and $379,335, respectively (See Note 2)		751,130		1,509,504
Contract assets (See Note 7)		353,311		455,102

Total Current Assets Held-For-Sale		1,607,261		2,338,798

NET PROPERTY AND EQUIPMENT HELD-FOR-SALE		2,689		3,370

NON-CURRENT ASSETS HELD-FOR SALE
SPAC Class B common shares purchase cost (See Note 10)		400,000		400,000

CURRENT LIABILITIES HELD-FOR-SALE
Accounts payable and other payable	$	982,435	$	1,335,211
Accrued expenses		1,521,023		1,103,159
Contract liabilities (See Note 7)		1,798,364		1,346,366
Tax liability 83(b)		13,600		13,600
Customer deposit		143,503		143,503
Warranty reserve		20,000		20,000
Line of credit (See Note 11)		89,768		178,808
Secured Loans payable		-		110,695
Convertible secured promissory notes (See Note 6)		18,381,089		16,729,089

Total Current Liabilities Held-For-Sale	$	22,949,782	$	20,980,431

Net Loss from Assets Held-For-Sale

	Three Months Ended
	March 31,			March 31,
	2024			2023

Sales	$	936,864		$	1,999,821
Cost of Goods Sold		1,055,940			1,875,319
Gross Profit		(119,076	)		124,502

Operating Expenses
Selling and marketing expenses		62,324			17,603
General and administrative expenses		315,226			275,578
Depreciation and amortization expense		682			1,139
Total Operating Expenses		378,232			294,320

Loss from Operations		(497,308	)		(169,818	)

OTHER INCOME (EXPENSE)
Other income		809			142,797
Impairment of receivable from SPAC		(590,000	)		(1,607,920	)
Conversion and settlement value added to note purchase agreements (See Note 6)		(692,000	)		(2,505,339	)
Interest expense		(458,462	)		(48,461	)
TOTAL OTHER (EXPENSE) INCOME		(1,739,653	)		(4,018,923	)

NET LOSS FROM ASSETS-HELD-FOR-SALE	$	(2,236,961	)	$	(4,188,741	)

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 ~~September~~March 3031, ~~2023~~2024, there were 1,000 shares of Series C ~~preferred~~ 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 ~~September~~March 3031, ~~2023~~2024, there were 31,500,000 shares of Series D-1 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 three months ended March 31, 2024, the Company exchanged an aggregate of 10 shares of Series F preferred stock for 10 shares of Series Q preferred stock. The shares were exchanged within the terms of the agreement and no gain or loss was recognized. As of ~~September~~March 3031, ~~2023~~2024, the Company had 60 50 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 $6050,000.

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 ~~September~~March 3031, ~~2023~~2024, 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.

1315

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. As of ~~September~~March 3031, ~~2023~~2024, 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.

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, on the terms and conditions set forth in the Series J COD, which includes certain make-good shares for certain prior investors. As of ~~September~~March 3031, ~~2023~~2024, 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 was 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 was 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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company exchanged an aggregate of ~~100~~10 shares of Series K preferred stock for ~~100~~10 shares of Series W preferred stock. The shares were exchanged within the terms of the agreement and no gain or loss was recognized. As of ~~September~~March 3031, ~~2023~~2024, there were ~~307~~297 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 $~~307~~297,150.

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 ~~the~~to ~~terms and conditions set forth in~~ the Series L COD, which includes certain make-good shares for certain prior investors. As As of ~~September~~March 3031, ~~2023~~2024, there were 321 shares of Series L preferred stock issued and outstanding.

1416

Series M

Pursuant to the Amended and Restated ~~Certificate~~ 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~~ Series M Preferred Stock is not convertible into common stock. The holders of outstanding shares of Series M Preferred Stock are entitled to to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on ~~the~~ 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 ~~September 30~~March 31, ~~2023~~2024, there were 40,300 shares of Series M preferred stock issued and outstanding.

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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company issued an aggregate of 7172,~~722,008~~ 730 shares of common stock ~~upon conversion of 40 shares of Series O preferred stock and issued an aggregate of 677,526 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 ~~September~~March 3031, ~~2023~~2024, there were 190 shares of Series O preferred stock issued and outstanding.

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 and conditions set forth in the Certificate of Designation of~~ Series P ~~preferred stock~~COD, 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. As of ~~September~~March 3031, ~~2023~~2024, 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~~ 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~~ 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 Q Preferred Stock at any time while the Series Q 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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company issued an aggregate of 504,~~340~~576,~~392~~458 shares of common stock upon conversion of ~~195~~20 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 ~~September~~March 3031, ~~2023~~2024, there were ~~420~~410 shares of Series Q preferred stock issued and outstanding.

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 has 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~~During ~~subscribers were offered warrants with~~ the ~~purchase~~three ~~of Series R. During the nine~~ months ended ~~September~~March 3031, ~~2023~~2024, the Company issued an aggregate of ~~199~~30,~~249~~496,~~857~~772 shares of common stock upon conversion of ~~920~~135 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 ~~September~~March 3031, ~~2023~~2024, there were 1,~~808~~473 shares of Series R preferred stock issued and outstanding.

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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company issued an aggregate of 82,~~864~~272,~~250~~728 shares of common stock upon conversion of 5010 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 ~~September~~March 3031, ~~2023~~2024, there were ~~120~~110 shares of Series S 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 nine months ended September 30, 2023, the Company issued an aggregate of 19,051,616 shares of common stock upon conversion of 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 ~~September~~March 3031, ~~2023~~ 2024, there were 270 shares of Series U preferred stock along with 61,~~447~~561,500 warrants with a fair value of $10 (with exercise ~~prices~~price of ~~between~~ $~~0.10 and $~~1~~.00~~) issued and outstanding. These warrants associated with Series U were valued using the Black Scholes model (See Note 45).

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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company issued an aggregate of 211,~~318~~655,~~842~~012 shares of common stock upon conversion of 850 shares of Series W preferred stock. ~~and~~The ~~exchanged~~shares anwere ~~aggregate~~issued ~~of 100 shares of~~within ~~Series~~the Kterms ~~preferred~~of ~~stock~~the ~~for 100 shares~~agreement and ofno ~~Series~~gain Wor ~~preferred~~loss ~~stock~~was recognized. As of ~~September 30~~March 31, ~~2023~~2024, there were ~~912~~847 shares of Series W preferred stock issued and outstanding.

~~Series X~~18

On August 10, 2021, the Company designated 25 shares of preferred stock as Series X. The Series X had a stated value of $10,000 per share. The Series X holders were not entitled to any dividends and did not have any voting rights except as may have been required by applicable law. The Series X was convertible into common stock of the Company pursuant to the Series X COD, provided that, the Series X was not to be converted into common stock to the extent such conversion would have resulted in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which amount may have 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 had 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 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 nine months ended September 30, 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 September 30, 2023, there were 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, 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 received shares of Series A preferred stock in the Company’s subsidiary Water On Demand, Inc or warrants to purchase common shares in Water On Demand, Inc. During the ~~nine~~ three months ended ~~September~~March 3031, ~~2023~~2024, the Company received aggregate ~~net~~ funding in the amount of $~~516~~252,~~300~~500 through the sale of Series Y preferred stock, ~~including the redemption of an aggregate of 0.1 shares of Series Y preferred stock equal to the stated value of $10,000,~~ and issued an aggregate of ~~331~~52,~~921~~047,~~683~~138 shares of common stock upon conversion of 182.14 shares of Series Y preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of ~~September~~March 3031, ~~2023~~2024, there were 24.67 shares of Series Y preferred stock along with 4953,~~780~~033,~~616~~816 warrants with a fair value of $~~316~~360,~~391~~185 (with exercise prices between $0.13 and $0.25) issued and outstanding. The warrants were valued using the Black Scholes model (See Note 45).

Series Z

On February 11, 2022, the Company designated 25 shares of preferred stock as Series Z. The Series Z ~~has~~had an original issue price of $10,000 per share. The Series Z holders ~~are~~were not entitled to dividends or any voting rights ~~except as may be required by applicable law~~. The Series Z iswas convertible into common stock of the Company pursuant to the Series Z COD, 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. ~~During~~ ~~the~~The ~~nine months ended September 30, 2023, the Company issued an aggregate of 61,728,395 shares of common stock upon conversion of~~ 25 shares of Series Z ~~preferred stock. The shares~~ were ~~issued~~converted ~~within~~to ~~the~~Company’s ~~terms~~common ofstock during the ~~agreement~~year ~~and~~ended noDecember ~~gain~~31, ~~or loss was recognized~~2023. As of ~~September~~March 3031, ~~2023~~2024, there were 2,500,000 warrants with a fair value of $16,~~591~~183 (with an exercise price of $0.10) and no shares of Series Z preferred stock issued and outstanding. The warrants were valued using the Black Scholes model (See Note 5).

As of ~~September~~March 3031, ~~2023~~2024, the Company accrued aggregate dividends in the amount of $~~436~~543,~~456~~664 for all series of preferred stock.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company redeemed an aggregate of ~~810~~83,~~707~~352,~~922~~197 shares of common stock at ~~prices~~a ~~ranging~~price ~~from~~of $0.~~006~~01 ~~to $.013~~ per share ~~with~~ and recognized a ~~value~~gain of $81687,~~070~~678 ~~relating~~in tothe ~~Series~~consolidated Rstatements ~~and~~of ~~Series~~operations Yrelating ~~conversions~~to settlement and ~~settlement~~conversion agreements with certain WODI convertible secured promissory note holders.

The Series J, Series L, Series M, Series O, 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 accounted for outside of permanent equity due to the terms of conversion at a market component or stated value of the preferred stock.

Water On Demand, Inc. (“WODI”) Preferred Stock

On April 22, 2022, WODI ~~designated~~ authorized 50,000,000 shares of ~~authorized~~preferred ~~Preferred~~stock ~~Stock~~ at $0.0001 par value per share. Due to WODI’s merger with PWT on September 21, 2023 (See Note 10), all series of WODI preferred shares that were previously issued were fully converted to common stock in WODI. As of December 31, 2023 and March 31, 2024, there were no shares of WODI preferred stock issued and outstanding.

Series A

On October 13, 2022, WODI designated 1,000,000 shares of its authorized preferred stock as Series A preferred stock. The shares of Series A preferred stock are reserved for issuance to the holders of parent Company’s, OriginClear, Inc., Series Y preferred shares and issuable to the holders of the Series Y shares at a ratio of 500:1. The holders of Series A preferred shares shall not be entitled to dividends and shall not be entitled to a vote until such time as the Series A preferred shares are converted to common shares. Each share of Series A preferred stock shall 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 be adjusted proportionately based upon the actual number of Series Y shares sold. On November 7, 2022, WODI filed an Amended and Restated Certificate of Incorporation and effected a 20:1 reverse stock split with respect to the common shares and the Series A preferred shares.

During the nine months ended September 30, 2023, WODI issued an aggregate of 6,791 shares of its Series A preferred stock to certain holders of the Company’s Series Y preferred stock at par value of $0.0001. Due to WODI’s merger with PWT on September 21, 2023 (See Footnote 9), all Series A preferred shares were fully converted to common stock in WODI. As of September 30, 2023, there were 0 shares of Series A preferred stock issued and outstanding.

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:

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

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

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

4. 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.

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

6. 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

Out of the total 6,791 shares issued during the nine months ended September 30, 2023, 201 shares were issued in Q1, 2023 and were valued at $106.67 per share, 8 shares which were issued in Q2, 2023 were valued at $266.73 per share, and 6,582 shares which were issued in Q3, 2023 were valued at $54.58 for an aggregate expense of $382,793 for the nine months ended September 30, 2023 and recorded as preferred stock incentive compensation in the consolidated financial statements.

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 have an initial issuance value of $5.00 per share and are 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 shall not be entitled to dividends and shall not be 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 shall be convertible, at any time per terms of the Series B Certificate of Designation, 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 shall be adjusted proportionately based upon the actual number of Series B shares. During the nine months ended September 30, 2023, WODI issued an aggregate of 538,400 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. Due to WODI’s merger with PWT on September 21, 2023 (See Note 9 for details), all Series B preferred shares were fully converted to common stock in WODI. As of September 30, 2023, there were 0 shares of Series B preferred stock issued and outstanding.

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:

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

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

3. 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 the merger with PWT.

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

5. 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 nine months ended September 30, 2023, the shares granted in Q2 and Q3 were valued at $0.36 and $0.37 per share respectively, for an aggregate expense of $193,824 and recorded as preferred stock incentive compensation in the consolidated financial statements.

Series C

On October 13, 2022, the Board of 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 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 Holder of Series C preferred shares shall vote with the holders of the common shares on an as converted basis. However, as long as any shares of Series C preferred shares are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series C preferred shares directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series C preferred 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 shares, or (d) enter into any agreement with respect to any of the foregoing. Notwithstanding the foregoing, the Holder shall be entitled to vote a number of shares equal to fifty-one percent (51%) of the total number of voting shares. Due to WODI’s merger with PWT (See Note 9), all Series C preferred shares were cancelled per the plan of merger agreement dated September 21, 2023. As of September 30, 2023, there were 0 of Series C preferred stock outstanding.

OriginClear, Inc. Common Stock

OnThree ~~October~~Months ~~20,~~Ended ~~2022,~~March ~~the Company entered into an Equity Financing Agreement (“Financing Agreement”) with GHS Investments~~31, ~~LLC (“GHS”), whereby GHS agreed~~ 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. Per Financing Agreement, during the nine months ended September 30, 2023, the Company received an aggregate of $141,373 in equity financing and issued an aggregate of 20,492,456 shares of the Company’s common stock to GHS.2024

~~Nine~~The Company ~~months~~issued ~~ended~~20,698,356 ~~September~~shares 30of common stock for services at fair value of $213,081, ~~2023~~at share prices ranging from $0.0065 - $0.011.

The Company issued 20172,~~492,456~~730 shares of common stock for ~~cash,~~Series ~~through~~O anpreferred ~~equity~~stock ~~financing~~dividends ~~agreement for a total aggregate of $141,373 based upon conversion prices ranging from $0~~payable.~~0058 to $0.0082.~~

The Company issued 5519,~~788~~330,~~402~~459 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 asettlement ~~total aggregate~~ of ~~$167,365~~conversion ~~based~~agreements ~~upon~~at a ~~conversion~~fair ~~price~~value of $01,933.~~0085. The shares were issued within the terms of the agreements and no gain or loss was recognized.~~

The Company issued 6220,~~872~~937,~~237~~829 shares of common stock for ~~services~~alternate vesting at a fair value of $~~603~~169,~~578, at share prices ranging from $0~~596.~~0073 - $0.0146.~~

The Company issued ~~677~~101,~~526~~048,108 shares of common stock ~~for~~upon ~~Series~~conversion Oof ~~preferred~~$455,000 ~~stock~~of ~~dividends~~preferred ~~payable~~stock.

The Company ~~issued~~redeemed 1183,~~584~~352,~~932~~197 shares of common stock ~~for~~at ~~alternate~~a ~~vesting~~market atprice of $0.01 per share with a ~~fair~~gain ~~value~~in the amount of $1687,~~158~~678.

~~The Company~~Three ~~issued~~Months ~~269,393,920~~Ended ~~shares~~March ~~of common stock for settlement of conversion agreements at a fair value of $26~~31,~~940.~~ 2023

The Company issued ~~681~~ 18,~~197~~645,~~043~~ 028 shares of common stock ~~upon~~for ~~conversion of $3~~cash,~~388,000~~ ofthrough ~~preferred~~an ~~stock. The shares~~equity ~~were~~financing ~~issued~~agreement ~~within~~for ~~the~~a ~~terms~~total aggregate of ~~the~~$130,584 based upon ~~agreements~~conversion ~~and~~prices noranging ~~gain~~from or$0.0064 to ~~loss was recognized~~$0.00816.

The Company ~~redeemed 810~~issued 23,~~707~~716,~~922~~ 123 shares of common stock atfor aservices ~~market~~at ~~price~~fair value of $~~0.01~~253,210, ~~per~~at share inprices ~~the~~ranging ~~amount~~from of $~~81,070~~0.0051 - $0.0135.

21The Company issued 238,003 shares of common stock for Series O preferred stock dividends payable.

~~Nine~~The Company ~~months~~issued 85,836,889 shares ~~ended~~of ~~September~~common ~~30,~~stock ~~2022~~for settlement of conversion agreements at a fair value of $8,584.

The Company issued 39150,~~900~~448,~~514~~490 shares of common stock ~~for~~upon ~~the~~conversion ~~settlement~~ of ~~convertible promissory notes in an aggregate principal amount of~~ $~~155~~875,~~300, plus interest in the amount of $115,246, for a total aggregate of $270,546~~000 ~~based upon a conversion price~~ of $0preferred stock.~~00955.~~

The Company ~~issued~~redeemed 41182,~~046~~145,~~848~~203 shares of common stock ~~for services~~ at ~~fair~~a ~~value~~market price of $~~1,054,949,~~0.01 atper share ~~prices~~with ~~ranging~~a ~~from~~gain in the amount ~~$0.0134 -~~of $01,802,443.~~0438.~~

The Company issued 917,821 shares of common stock for Series O preferred stock dividends payable.

The Company issued 179,090,390 shares of common stock for settlement of conversion agreements at a fair value of $17,909.

The Company issued 331,043,096 shares of common stock upon conversion of 3,984,347 shares of preferred stock.

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

~~On February 17, 2023, the Securities and~~Non-controlling ~~Exchange~~Interest Commission qualified the Offering Circular for the offering of securities by WODI pursuant to Regulation A offering (the “Reg A offering”). The Reg A Offering was intended to accumulate capital for WODI to direct toward WOD projects.

OnAs of March 931, ~~2023~~2024, WODI had issued and outstanding shares, of which, the Company ~~announced that~~owns it90.83%, ~~launched~~with a ~~limited~~minority, ~~preview~~non-controlling interest of ~~the~~9.17%. ~~Reg~~The Afollowing ~~offering~~table ~~for~~shows WODI. ownership percentage as of March 31, 2024:

As of June 26, 2023 (the “Termination date”), the Company suspended the sale of securities under the Reg A offering for WODI. As of the Termination Date, 12,000 shares were sold for total proceeds of $60,000.

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	%

~~On September 22, 2023, WODI merged with PWT (See Note 9)~~5. ~~Pursuant~~RESTRICTED toSTOCK ~~the~~GRANTS ~~merger:~~AND WARRANTS

●Restricted Stock AnGrants ~~aggregate~~to ~~of 8~~CEO,~~151~~ ~~shares~~the ~~of WODI Series A preferred stock were converted to 509~~Board,~~482~~ ~~WODI~~Employees ~~common~~and ~~stock.~~Consultants

●Between May An12, ~~aggregate~~2016, ofand ~~538~~August 4,~~400~~ 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 ~~WODI~~shares ~~Series~~of Bthe ~~preferred~~Company’s common stock ~~were~~provided ~~converted~~certain tomilestones ~~637~~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 ~~WODI~~the ~~common~~trailing ~~stock~~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 - 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.

Upon conversion of the Series A and Series B preferred stock to an aggregate of 1,146,482 shares of WODI common stock. Per the Merger Agreement with PWT, these shares were exchanged for 13,399,217 shares of PWT common stock (See Note 9).20

~~Progressive~~On August ~~Water~~14, ~~Treatment~~2019, ~~(‘PWT~~the Board of Directors approved an amendment to the RSGAs to include an alternative vesting schedule for the Grantees and on January 26, 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 ~~Common~~fair ~~Stock~~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 RSGAs. Shares are issued under the alternate vesting schedule per terms of the agreements after electing and qualifying requirements are met.

~~On September 19, 2023, an equity restructuring~~During ~~plan~~the ~~and~~three ~~forward~~months ~~stock-split~~ended ofMarch 131,~~000:1~~ ~~was~~2024, ~~implemented~~upon ~~for~~qualifying ~~PWT~~under ~~common~~the ~~stock.~~alternative ~~Post~~vesting ~~forward~~schedule, ~~stock~~the ~~split~~Company ~~implementation~~issued ~~but~~an ~~before~~aggregate ~~issuing~~of 20,937,829 ~~common~~shares ~~stock~~relating to ~~WODI~~the ~~stockholders~~RSGAs inand ~~the~~recognized ~~PWT~~an ~~Merger,~~aggregate ~~the~~expense ~~issued~~of ~~and~~$169,596 ~~outstanding~~which ~~common~~is ~~shares~~reflected ofon ~~PWT~~the ~~were~~financial ~~10,000,000~~statements as stock-based compensation.

On September 21, 2023, WODI merged with PWT (“PWT Merger”). Pursuant to the PWT Merger, all holders of WODI common shares were issued shares in PWT in the following amounts:

● An aggregate of 12,171,067 PWT common shares were issued to OCLN.

● An aggregate of 25,112 PWT common shares, including make-good shares, were issued to the holders of WODI common stock who invested in the WODI RegA.

● An aggregate of 518,322 PWT common shares, including make-good shares, were issued to prior WODI Series A shareholders.

● An aggregate of 684,716 PWT common shares, including make-good shares, were issued to prior WODI Series B shareholders.

As of September 30, 2023, PWT had 13,399,217 total issued and outstanding shares.

4. OPTIONS AND WARRANTS

Restricted Stock to CEO

Between May 12, 2016, and January 1, 2022, the Company entered into Restricted Stock Grant 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 242,109,214 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, 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 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.

Restricted Stock to the Board, Employees and Consultants

Between May 12, 2016, and August 4, 2022, the Company entered into Restricted Stock Grant Agreements (“the BEC RSGAs”) with its members of 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 BEC RSGAs are performance based shares. The BEC RSGAs provide for the issuance of up to 220,686,042 shares of the Company’s common 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 110,343,021 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 as reported in the Company’s SEC reports, the Company will issue up to an aggregate of 110,343,021 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.

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 90-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. During the nine months ended September 30, 2023, per electing and qualifying under the alternative vesting schedule, the Company issued an aggregate of 2,754,073 shares of Company’s common stock relating to the RSGAs and an aggregate of 8,830,859 shares of Company’s common stock relating to the BEC RSGAs.

Warrants

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company issued 41,~~130~~427,~~400~~049 warrants for proceeds in the amount of $426,230 and issued 2,020,000 purchase warrants, associated with the preferred stocks. A summary of the Company’s warrant activity and related information follows for the ~~nine~~three months ended March ~~September 30~~31, ~~2023~~2024:

	September 30, 2023
	3/31/2024
	Number of Warrants			Weighted average exercise price
Outstanding - beginning of period		9364,~~344~~401,~~989~~089		$	0.~~1217~~1383
Granted		42,~~130~~020,~~400~~000		$	0.125
Exercised		-			-
Expired		~~(31,561,500~~-	)	$	~~(0.05~~-	)
Outstanding - end of period		6566,~~913~~421,~~889~~089		$	0.~~1463~~1379

At ~~September~~March 3031, ~~2023~~2024, the weighted average remaining contractual life of warrants outstanding:

		September 30, 2023
						Weighted Average
						Remaining
Exercisable		Warrants		Warrants		Contractual
Prices		Outstanding		Exercisable		Life (years)
$	0.02		600,000		600,000		2.9242
$	0.100275		28,~~500~~727,~~000~~273		28,~~500~~727,~~000~~273		37.3916
$	0.2510		62,~~146~~500,000		62,~~146~~500,000		02.~~01 - 3.22~~89
$	0.~~0275~~125		849,~~727,~~273,816		849,~~727,~~273,816		72.6676 - 5.0
$	0.~~125~~25		463,~~380~~760,~~616~~000		463,~~380~~760,~~616~~000		32.2772 - 42.9275
$	1.00		1,560,000		1,~~560~~561,~~000~~500		0.7525 - 10.2171
			65,913,889		65,913,889
			66,421,089		66,421,089

The derivative liability recognized in in the financial statements for the warrants as of ~~September~~March 3031, ~~2023~~2024 was $~~436~~457,~~071~~304.

At ~~September~~March 3031, ~~2023~~2024, the aggregate intrinsic value of the warrants outstanding was $0.

246. CONVERTIBLE PROMISSORY NOTES

5. CONVERTIBLE PROMISSORY NOTES

OriginClear, Inc.

As of ~~September~~March 3031, ~~2023~~2024, the outstanding convertible promissory notes are summarized as follows:

Convertible Promissory Notes	$	2,617,692
Less current portion		2597,~~472,~~945
Total long-term liabilities	$	~~144~~2,019,747

~~Maturities of long-term debt for the next three years are as follows:~~21

Period Ending September 30,	Amount
2023		597,945
2024		1,875,000
2026		13,772
2028		130,975
	$	2,617,692

On various dates from November 2014 through April 2015, the Company issued unsecured convertible promissory notes (the “2014-2015 Notes”), that matured on various dates and were extended for an additional sixty (60) months from the effective date of each Note. The 2014-2015 Notes bear interest at 10% per year. The maturity dates were extended to November 2023 through April 2026. The 2014-2015 Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $4,200 to $9,800 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade 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. As of March 31, 2024, the 2014-2015 Notes had an aggregate remaining balance of $683,700 which is long term.

OnThe ~~various dates from November 2014 through April 2015, the Company issued~~ unsecured convertible promissory notes (the “~~2014-2015~~OID Notes”)~~, that~~ ~~matured~~had onan ~~various~~aggregate ~~dates~~remaining ~~and~~balance ~~were~~of ~~extended~~$184,124, ~~for~~plus anaccrued ~~additional~~interest of ~~sixty~~$13,334. ~~(60)~~The ~~months~~OID ~~from~~Notes ~~the~~included ~~effective~~an ~~date~~original ofissue ~~each~~discount ~~Note.~~and ~~The 2014~~one-~~2015 Notes~~time ~~bear~~ interest, atwhich ~~10%~~has ~~per~~been ~~year~~fully amortized. The ~~maturity~~OID ~~dates~~Notes ~~were~~matured on ~~extended~~June to30, ~~November~~ 2023, ~~through~~which ~~April~~were ~~2024~~extended to June 30, 2028. The ~~2014-2015~~OID Notes ~~may~~were ~~be converted~~convertible into shares of the Company’s common stock at a conversion ~~prices~~price ~~ranging~~initially ~~from the lesser~~ of $430,~~200~~620. toAfter $9the amendment,~~800~~ ~~(subject~~the ~~to adjustment~~conversion ~~for~~price ~~stock~~changed ~~splits,~~to ~~dividends,~~the ~~combinations~~lesser ~~and~~of ~~other~~$5,600 per ~~similar~~share, or ~~transactions~~b) orfifty percent (50%) of the lowest trade price ~~on any trade day following issuance~~ of ~~the~~common ~~2014-2015~~stock ~~Notes.~~recorded Insince ~~addition, for as long as~~ the ~~2014-2015~~original ~~Notes~~effective ordate ~~other~~of ~~convertible~~this ~~notes in effect between the purchaser and the Company are outstanding~~note, ifor ~~the~~c) ~~Company issues any security with terms more favorable than~~ the ~~terms of the 2014-2015~~ ~~Notes~~lowest oreffective ~~such~~price ~~other~~per ~~convertible~~share ~~notes~~granted ~~or a term was not similarly provided~~ to ~~the~~any ~~purchaser~~person ~~of the 2014-2015 Notes~~ or ~~such~~entity ~~other~~after ~~convertible notes, then such more favorable or additional term shall, at~~ the ~~purchaser’s~~effective ~~option, become part of the 2014-2015 Notes and such other convertible notes~~date. The conversion feature of the ~~2014-2015~~OID Notes was considered a derivative in accordance with current accounting guidelines, because of the reset conversion features of the ~~2014-2015~~OID Notes. During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2023, ~~the~~an ~~Company has~~addendum ~~issued~~to ~~55,788,402~~the ~~shares~~OID ~~upon~~Notes ~~conversion~~was ofeffectuated ~~principal~~to inaccrue ~~the~~interest ~~amount~~on ofa ~~$91,000,~~monthly ~~plus accrued interest of $76,365~~basis. As of ~~September~~March 31, 302024, ~~2023,~~ the ~~2014-2015 Notes had an aggregate~~ remaining balance ofon ~~$683,700~~the ofOID ~~which~~Notes was $~~615~~62,~~000~~275, iswhich ~~short term and $68,700~~ is long term.

The Company issued various, unsecured convertible promissory notes (the “~~OID~~2015 Notes”), ~~had~~on anvarious ~~aggregate~~dates ~~remaining~~with ~~balance~~the last of ~~$184,124,~~the ~~plus~~2015 Notes ~~accrued~~being ~~interest of~~issued ~~$13,334~~in August 2015. The ~~OID~~2015 Notes ~~included~~matured anand ~~original~~were ~~issue~~extended ~~discount~~from ~~and~~the ~~one-time~~date ~~interest,~~of ~~which~~each ~~has~~tranche ~~been~~through ~~fully~~maturity ~~amortized.~~dates ~~The~~ending on ~~OID~~February ~~Notes~~2026 ~~matured on~~through ~~June~~August ~~30,~~2026. ~~2023,~~The ~~which~~2015 ~~were~~Notes ~~extended~~bear tointerest ~~June~~at 10% ~~30,~~per ~~2028~~year. The ~~OID~~2015 Notes ~~were~~are convertible into shares of the Company’s common stock at a conversion ~~price~~prices ~~initially~~ranging offrom ~~$30,620. After~~ the ~~amendment, the conversion price changed to the~~ lesser of $51,~~600~~400 to ~~per share~~$5, ~~or b) fifty percent~~ 600 (~~50%)~~subject ofto ~~the~~adjustment ~~lowest trade price of common~~ for stock ~~recorded~~splits, ~~since~~dividends, ~~the~~combinations ~~original~~and ~~effective~~other ~~date~~similar oftransactions) ~~this note,~~ or 50% c)of the lowest ~~effective~~ trade price ~~per~~on ~~share granted to~~ any ~~person~~trade orday ~~entity~~following issuance ~~after~~of the ~~effective~~2015 ~~date~~Notes. The conversion feature of the ~~OID~~2015 Notes was considered a derivative in accordance with current accounting guidelines, because of the reset conversion features of the ~~OID~~2015 Notes. ~~There was a change in the OID Note to accrue interest on a monthly basis.~~ As of ~~September~~March 3031, ~~2023~~2024, the ~~remaining~~2015 ~~balance~~Notes onhad ~~the~~an ~~OID~~aggregate ~~Notes~~remaining balance ~~was~~of $621,~~275~~200, 000, which is long term.

The Company issued a convertible note (the “Dec 2015 Note”) in exchange for accounts payable in the amount of $432,048, which could be converted into shares of the Company’s common stock after December 31, 2015. The Dec 2015 Note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. The Dec 2015 Note did not meet the criteria of a derivative, and was accounted for as a beneficial conversion feature, which was amortized over the life of the Dec 2015 Note and recognized as interest expense in the financial statements. On January 1, 2016, the Dec 2015 Note met the criteria of a derivative and was accounted for under ASC 815. The Dec 2015 Note has zero stated interest rate, and the conversion price shall be equal to 75% of the average three lowest last sale prices traded during the 25 trading days immediately prior to conversion. As of March 31, 2024, the remaining balance on the Dec 2015 Note was $167,048, which is short term.

The Company issued ~~various,~~a ~~unsecured~~ convertible ~~promissory~~note ~~notes~~ (the “~~2015~~Sep ~~Notes~~2016 Note”), onin ~~various~~exchange ~~dates~~for ~~with~~accounts payable in the ~~last~~amount of ~~the~~$430,896, ~~2015~~which ~~Notes~~could ~~being~~be ~~issued~~converted ininto ~~August~~shares ~~2015~~of the Company’s common stock after September 15, 2016. The ~~2015~~Sep ~~Notes~~2016 ~~matured~~Note ~~and~~was ~~were~~accounted ~~extended~~for ~~from~~under ASC ~~the~~470, ~~date~~whereby, ofa ~~each~~beneficial ~~tranche~~conversion ~~through~~feature ~~maturity~~was ~~dates~~recorded ~~ending on~~at ~~February~~time ~~2024~~of ~~through~~issuance. ~~March~~The ~~2024,~~Sep 2016 Note met the criteria of a derivative and ~~April~~was ~~2024~~accounted ~~through~~for ~~August~~under ~~2024~~ASC 815. The ~~2015~~Sep ~~Notes~~2016 ~~bear~~Note has zero stated interest atrate, ~~10%~~and ~~per~~the ~~year.~~conversion ~~The~~price ~~2015~~shall ~~Notes~~be equal ~~are~~to 75% ~~convertible~~of ~~into~~the ~~shares~~average ofthree lowest last sale prices traded during the ~~Company’s~~25 ~~common~~trading ~~stock~~days atimmediately prior to conversion. ~~prices~~The ~~ranging~~Sep ~~from~~2016 Note did not meet the ~~lesser~~criteria of ~~$1,400~~a toderivative $5at the date of the issuance,~~600~~ ~~(subject to~~and ~~adjustment~~was accounted for ~~stock~~as ~~splits,~~a ~~dividends,~~beneficial ~~combinations~~conversion ~~and~~feature, which ~~other~~was ~~similar~~amortized ~~transactions)~~over orthe ~~50%~~life of the ~~lowest~~Sep ~~trade~~2016 ~~price~~Note onand ~~any~~recognized ~~trade day~~as ~~following~~interest ~~issuance~~expense ofin the ~~2015~~financial ~~Notes~~statements. The conversion feature of the ~~2015~~Sep ~~Notes~~2016 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion feature ~~features~~ of the ~~2015~~Sep ~~Notes~~2016 Note. As of ~~September~~March 3031, ~~2023~~2024, the ~~2015~~remaining ~~Notes~~balance ~~had~~on anthe ~~aggregate remaining~~Sep ~~balance~~2016 ofNote was $1430,~~200~~897,~~000,~~ which is short term.

The Company issued a convertible note (the “Dec 2015 Note”) in exchange for accounts payable in the amount of $432,048, which could be converted into shares of the Company’s common stock after December 31, 2015. The Dec 2015 Note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. The Dec 2015 Note did not meet the criteria of a derivative, and was accounted for as a beneficial conversion feature, which was amortized over the life of the Dec 2015 Note and recognized as interest expense in the financial statements. On January 1, 2016, the Dec 2015 Note met the criteria of a derivative and was accounted for under ASC 815. The Dec 2015 Note has zero stated interest rate, and the conversion price shall be equal to 75% of the average three lowest last sale prices traded during the 25 trading days immediately prior to conversion. As of September 30, 2023, the remaining balance on the Dec 2015 Note was $167,048, which is short term. 22

The Company ~~issued~~entered ainto an unsecured convertible promissory note (the “~~Sep~~Nov ~~2016~~20 Note”), inon ~~exchange~~November ~~for~~19, ~~accounts~~2020 ~~payable~~ in the amount of $~~430~~50,~~896, which~~000. ~~could~~The beCompany ~~converted~~received ~~into~~funds ~~shares~~in of the ~~Company’s~~amount ~~common~~of ~~stock after September 15~~$50, ~~2016~~000. The ~~Sep~~Nov ~~2016~~20 Note ~~was~~had ~~accounted~~an ~~for~~original ~~under ASC~~maturity ~~470,~~date ~~whereby,~~of aNovember ~~beneficial~~19, ~~conversion~~2021 ~~feature~~and was ~~recorded~~extended for atan ~~time~~additional ofsixty ~~issuance~~(60) months from the maturity date. The ~~Sep~~Nov ~~2016~~20 Note ~~met~~bears ~~the~~interest ~~criteria~~at 10% ofper ayear. ~~derivative and~~The ~~was~~Nov ~~accounted~~20 ~~for~~Note ~~under~~may ~~ASC~~be converted ~~815.~~into ~~The~~shares ~~Sep~~of ~~2016~~the ~~Note~~Company’s ~~has~~common ~~zero~~stock ~~stated~~at ~~interest~~a ~~rate,~~lesser ~~and~~price ~~the~~of ~~conversion~~$0.05 per ~~price~~share ~~shall~~or be(b) ~~equal~~fifty topercent 75(50%) of the lowest ~~average~~trade ~~three~~price ~~lowest~~of ~~last~~common ~~sale~~stock ~~prices~~recorded ~~traded~~on ~~during~~any ~~the~~trade 25after ~~trading~~the ~~days~~effective ~~immediately~~date, ~~prior~~or to(c) ~~conversion.~~the ~~The~~lowest ~~Sep~~effective ~~2016~~price ~~Note~~per ~~did~~share ~~not~~granted. ~~meet~~In ~~the~~addition, ~~criteria~~for ofeach aconversion, ~~derivative~~in atevent ~~the~~that ~~date~~shares ofare not delivered by the ~~issuance,~~fourth ~~and~~business ~~was~~day ~~accounted~~(inclusive ~~for~~of asthe aday ~~beneficial~~of conversion ~~feature~~), a ~~which~~penalty ~~was~~of ~~amortized over~~$2,000 per ~~the~~day ~~life~~shall ofbe ~~the~~assessed ~~Sep~~for ~~2016~~each ~~Note~~day ~~and~~after ~~recognized~~the asthird ~~interest~~business ~~expense~~day inuntil the ~~financial~~shares ~~statements~~are delivered. The conversion feature of the ~~Sep~~Nov ~~2016~~ 20 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features ~~feature~~ of the ~~Sep 2016~~ Note. As of ~~September~~March 3031, ~~2023~~2024, the remaining balance on the ~~Sep~~Nov ~~2016~~20 Note was $~~430~~13,~~896~~772, which is ~~short~~long term.

The Company ~~issued~~entered ~~two~~into ~~(2)~~an unsecured convertible promissory ~~notes~~note (the “~~Apr~~Jan &21 ~~May 2018 Notes~~Note”), on January 25, 2021 in the ~~aggregate~~ amount of $~~300~~60,000. The onCompany ~~April~~received 2,funds ~~2018~~in ~~and~~the ~~May~~amount ~~31,~~of ~~2018~~$60,000. The ~~Apr~~Jan &21 ~~May~~Note ~~2018~~had ~~Notes~~an ~~had~~original maturity ~~dates~~date of January ~~April 2~~25, ~~2019~~ 2022 and ~~May~~was extended ~~31,~~for ~~2019,~~an ~~respectively. The~~additional ~~Apr~~sixty &(60) ~~May~~months ~~2018~~from ~~Notes~~the ~~bear~~maturity date. The Jan 21 Note bears interest at 10% per year. The ~~Apr~~Jan &21 ~~May 2018 Notes~~ Note may be converted into shares of the Company’s common stock at a ~~variable~~ conversion price ofequal ~~50%~~to of the ~~lesser~~lower of ~~the lowest trading price twenty-five~~ (25a) ~~trading days prior to conversion~~$0.05 per share, ~~The~~(b) ~~conversion~~fifty ~~feature~~percent of(50%) ~~the Apr & May 2018 Notes was considered a derivative in accordance with current accounting guidelines because~~ of the ~~reset~~lowest ~~conversion~~trade ~~features~~price of ~~the~~common ~~Notes.~~stock Onrecorded ~~March~~on ~~13,~~any ~~2019,~~trade ~~the~~after ~~Company entered into a settlement agreement with~~ the ~~investor~~effective ~~in the amount of $570~~date,~~000,~~ ~~based~~or on(c) the ~~outstanding~~lowest ~~balance~~effective price ~~due~~per ~~and~~share ~~payable under the Apr & May 2018 Notes~~granted. ~~The~~In ~~Company set up a reserve of 2~~addition,~~630,769~~ ~~shares of common stock of the Company~~ for ~~issuance~~each ~~upon~~ conversion ~~by the investor of the amounts owed under the Notes~~, in ~~accordance~~ ~~with~~event ~~the~~that ~~terms~~shares ofare ~~the Notes, including, but~~ not ~~limited~~delivered toby the ~~beneficial~~fourth ~~ownership~~business ~~limitations~~day ~~contained in the Notes. In~~(inclusive ~~addition~~of to the ~~foregoing,~~day ~~upon the sale by the investor~~ of ~~the settlement shares as delivered to the investor by the Company~~conversion), ~~resulting in~~a ~~total~~penalty ~~net~~of ~~proceeds less than the settlement value~~$2,000 per ~~the~~day ~~investor~~shall isbe ~~entitled~~assessed tofor ~~additional~~each ~~settlement~~day ~~shares of the Company’s common stock. If~~ after the ~~investor~~third ~~has~~business ~~sold~~day ~~all~~until ~~settlement shares,~~ the ~~investor delivers a written notice to the Company certifying that~~shares ~~the~~are ~~investor is entitled to additional settlement shares of the Company’s common stock (the “Make-Whole Shares”)~~delivered. The ~~number~~ ofconversion ~~make-whole~~feature ~~shares being equal to the greater~~ of ~~((i) zero and (ii)~~ the ~~quotient~~Jan of25 ~~(1)~~Note ~~the~~was ~~difference~~considered ofa ~~(x)~~derivative ~~the~~in ~~settlement value~~accordance with ~~respect~~current toaccounting ~~each~~guidelines because ~~sale~~ of ~~shares by~~ the ~~Investor~~reset ~~after~~conversion ~~the~~features ~~delivery~~ of the ~~Settlement~~Note. ~~Shares,~~As ~~minus (y) the aggregate net consideration received by the Investor from the resale~~ of ~~all~~March ~~shares~~31, ~~of common stock issued by the Company~~2024, ~~divided by (2)~~ the ~~average~~balance ~~trailing closing price for ten (10) trading days for the shares immediately preceding the date~~ of ~~delivery of~~ the ~~make-whole~~Jan ~~shares.~~21 ~~During~~Note ~~the~~was ~~period the Company wrote off the loan and recorded a gain on the write-off of the note payable. As of September 30~~$60, ~~2023~~000, ~~there~~which ~~was~~is ~~no remaining~~long ~~balance~~term.

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 September 30, 2023, the remaining balance on the Nov 20 Note was $13,772, which is long 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 September 30, 2023, the balance of the Jan 21 Note was $60,000, which is short 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 in the financial statements for the convertible promissory notes as of ~~September~~March 3031, ~~2023~~2024 was $1020,~~381~~052,~~519~~649.

Water On Demand, Inc.

InDuring ~~December~~the ~~2022,~~three ~~WODI~~months ~~raised~~ended ~~capital~~March ~~and~~31, ~~issued~~2024, ~~convertible~~WODI ~~secured~~raised ~~promissory~~capital ~~notes~~ in the amount of $1960,~~347,500~~000 and issued convertible secured promissory notes to investors with 10% interest per annum. ~~The~~Also ~~notes~~during ~~were~~the ~~issued to~~period ~~raise~~ended ~~capital~~March ~~needed~~31, to2024, ~~acquire~~per ~~the~~settlement, ~~equity~~conversion ~~interests~~and inredemption ~~Fortune~~agreements ~~Rise~~with ~~Acquisition~~WODI ~~Corporation~~shareholders, ~~(the~~an aggregate ~~“SPAC”)~~of ~~for~~83,352,197 ~~the~~shares ~~purchase price~~ of ~~$400,000~~the ~~and~~Parent toCompany’s ~~pay~~common ~~off~~stock ~~the~~were ~~promissory~~redeemed ~~notes~~at the ~~SPAC~~closing ~~owed~~share toprices ~~sellers.~~on ~~Per~~ the ~~terms~~dates ~~and conditions~~ of the convertible secured promissory ~~notes,~~ ~~all~~note ~~unpaid principal~~agreements, ~~together~~and ~~with~~this ~~any~~fair ~~unpaid~~value ~~and~~of ~~accrued~~redeemed ~~interest~~common ~~shall~~stock bewas ~~due~~added ~~and~~to ~~payable on~~ the ~~earlier~~cash value of the ~~twelve (12)~~shareholders’ ~~month~~investments ofto ~~the~~purchase ~~date~~WODI ofconvertible ~~the~~secured ~~Notes~~promissory ~~(the~~notes. ~~“Maturity~~The ~~Date”)~~loss ~~provided,~~relating ~~that~~to ~~WODI~~these ~~shall~~settlement and ~~have~~conversion ~~the~~agreements ~~option~~of to$692,000 ~~extend~~was ~~the~~accounted ~~Maturity Date~~ for upin tothe ~~two~~consolidated ~~(2)~~statements ~~six-month~~of ~~extensions,~~operations. orAs ~~(ii)~~of ~~when~~March 31, ~~upon~~2024, ~~the~~WODI had ~~occurrence~~outstanding ~~and~~convertible ~~during~~secured ~~the~~promissory ~~continuance~~notes ofin anthe ~~event~~aggregate amount of ~~default~~$18,381,089.

During the nine months ended September 30, 2023, WODI raised additional capital of $6,346,500 and an investor exchanged the 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 period ended September 30, 2023, per settlement, conversion and redemption agreements with WODI shareholders, an aggregate of 810,707,922 shares of the Company’s common stock were redeemed at a market price of $0.01, which was added to the cash value of the shareholders’ investment to purchase WODI convertible secured promissory notes. The loss relating to these settlement and conversion agreements of $7~~,728,089 was accounted for in the consolidated statements of operations~~. AsREVENUE ofFROM ~~September~~CONTRACTS ~~30,~~WITH ~~2023, WODI had outstanding convertible secured promissory notes in the amount of $15,772,089.~~CUSTOMERS

6. 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 nine months ended September 30, 2023.~~23

	Nine Months Ended
	September 30,
	2023		2022
Equipment Contracts	$	2,174,949	$	5,829,960
Component Sales		901,932		1,390,243
Waste Water Treatment Systems		1,660,625		325,005
Pump Stations		364,945		179,005
Rental Income		19,719		19,719
Services Sales		36,095		24,201
Internet Sales		39,390		-
Commission & Training		3,263		-
	$	5,200,918	$	7,768,133

The following table represents a disaggregation of revenue by type of good or service from contracts with customers for the three months ended March 31, 2024 and 2023.

	Three Months Ended
	March 31,
	2024		2023
Equipment Contracts	$	363,358	$	926,190
Component Sales		206,387		198,391
Waste Water Treatment Systems		-		791,075
Pump Stations		296,360		75,615
Rental Income		6,573		6,573
Services Sales		70,534		8,550
Commission & Training		225		-
	$	943,437	$	2,006,394

The above table reflects aggregate revenue of $6,573 and $6,573 from continued operations for the three months ended March 31, 2024 and 2023, respectively, and aggregate revenue of $936,864 and $1,999,821 from discontinued operations for the three months ended March 31, 2024 and 2023, respectively.

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

Contract assets represents revenues ~~recognized~~ 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 ~~nine~~three months ended ~~September~~ 30March 31, ~~2023~~2024 and the year ended December 31, ~~2022~~2023, was $~~908~~353,~~327~~311 and $1445,~~479~~102,~~491,~~ respectively. The contract liability for the ~~nine~~ three months ended ~~September~~March 3031, ~~2023~~2024 and the year ended December 31, ~~2022~~2023, was $1,~~271~~798,~~095~~364 and $~~932~~1,~~458~~346,366, respectively.

78. FINANCIAL ASSETS

Fair value investment in Securities

On ~~November~~ 12May 15, ~~2021~~2018, the Company ~~served~~received 4,000 shares of aWTII ~~conversion~~Series ~~notice~~C toconvertible preferred stock for the use of OriginClear, Inc. technology associated with their proprietary electro water separation system. Each share of Series C convertible preferred stock is convertible into one thousand (1,000) shares of WTII ~~and~~common ~~recorded~~stock. The ~~additional~~stock ~~interest~~was ~~and~~valued ~~fees~~at fair market value of $~~15,988~~0.0075 for ~~through~~a ~~that~~price ~~date~~of $30,000 on the date of issuance. The Company analyzed the ~~according~~licensing agreement using ASU 606 to determine the ~~terms~~timing of revenue recognition. The licensing of the ~~securities~~intellectual ~~purchase~~property ~~agreement~~(IP) ~~for~~is andistinct from ~~aggregate~~the ofnon-license ~~$149,867~~goods or services and has significant standalone functionality that provides a benefit or value. The ~~Note~~functionality will ~~was~~not ~~converted~~change ~~into~~during ~~45,208,649~~the ~~shares of~~license ~~WTII~~period ~~common~~due ~~stock~~to the licensor’s activities. AsBecause ofthe ~~September~~significant ~~30,~~standalone ~~2023~~functionality was delivered immediately, the ~~investment~~revenue was recognized in ~~securities~~the ~~was~~financial ~~recorded~~statements atas ~~fair~~of ~~value~~June in30, 2018. As of March 31, 2024, the ~~amount~~fair value of the preferred shares was $223,~~604~~200, ~~with an~~and ~~unrealized~~had a loss in fair value of $~~4,521~~0.

On November ~~May 15~~12, ~~2018~~2021, the Company ~~received~~served ~~4,000 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~~March ~~for a price of $30~~31,~~000~~ on the date of issuance. 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 was delivered immediately2024, the ~~revenue~~investment ~~was recognized~~ in ~~the~~securities ~~financial~~was ~~statements~~recorded asat ~~of June 30, 2018. As of September 30, 2023, the~~ fair value ofin the ~~preferred~~ ~~shares~~amount ~~was~~of $363,~~200~~292, ~~and~~with ~~had~~an aunrealized gain ~~in fair value~~ of $~~800~~27,125.

289. 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 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. The term of the loans ranged from two months to six months. The net balance as of ~~September~~March 3031, ~~2023~~2024 was $30,646.

9On December 6, 2023, the Company entered into short term loan arrangement with a lender secured by the Company’s assets in the amount of $149,900 which included finance cost of $59,900 which was expensed upon initiation of the loan, with a net amount of $90,000 received by the Company. ~~WATER~~The ONloan ~~DEMAND~~was ~~INC~~fully paid off during the three months ended March 31, 2024 and as of March 31, 2024, the balance outstanding is $0.

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.24

OnSmall ~~November~~Business ~~16,~~Administration 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.Loan

On June 12, 2020, the Company received an Economic Injury Disaster Loan (the “EIDL”) in the amount of $150,000. Following the deferral period for the EIDL, the Company started to repay the principal amount, with interest, on a monthly basis. As of March 31, 2024, the remaining balance on the EIDL was $146,557.

10.	WATER ON DEMAND INC. (“WODI”)

On November 16, 2022, WODI filed a Form 1-A Offering Circular for an offering under Regulation A (the “WODI Reg A Offering”) of the Securities Act of 1933 with the U.S. Securities and Exchange Commission. The purpose of the WODI Reg A Offering is to allow potential investors the opportunity to invest directly in WODI. The Offering had a minimum investment of $1,000 per investor and was conducted on a best-efforts basis. An aggregate of 12,000 shares were sold for total proceeds of $60,000 under the WODI Reg A Offering. The WODI Reg A Offering was suspended in June 2023.

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 FRLA 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, FRLA 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. To acquire the equity interests in FRLA 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 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.

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. FRLA 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 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, each of which is exercisable into one share of FRLA Class A Common Stock. The purchase price for the membership interests was $400,000. To acquire the equity interests in FRLA 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 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 signed a non-binding Letter of Intent (the “LOI”) with Fortune Rise Acquisition Corporation, (“FRLA” collectively with WODI, the “Parties”). The LOI is not binding on the Parties and is intended solely to guide good-faith negotiations toward a definitive business combination agreement. The Parties will work together in good faith with their respective advisors to agree on a structure for the business combination that is most expedient to the consummation of the acquisition, which may result in a new (merged) entity. Pursuant to the LOI, if a business combination were to be consummated and approved, all of the outstanding equity securities of WODI, including all shares of common stock, preferred stock, outstanding options and warrants will convert into new equity of the merged entity.

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 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”).

WODI assumed the obligation to make any necessary extension payments in connection with the extension of the period of time in which the SPAC may consummate its initial business combination as described in the SPAC’s S-1 Registration Statement, including the three-month extension from November 5, 2022 to February 5, 2023, the Second Extension 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 ~~include~~included aMWS ~~reissuance~~accounts receivables ~~for~~and aaccounts ~~new~~payables ~~ten-year~~as ~~term~~of April 14, 2023 and an assignment of ~~OriginClear~~the Company’s existing global master license to the ~~five~~ patents ~~and related Intellectual Property~~ of inventor Daniel M. Early, P.E., who heads ~~Modular Water~~MWS, and the right to file patents for all additional inventions since 2018, when OriginClear created the MWS unit. ~~MWS~~ isBeginning inon ~~commercial operation~~the ~~and~~Effective ~~operates~~Date, asall aMWS ~~division~~transactions ofincluding ~~WODI.~~revenue, Onaccounts ~~April~~payable ~~14,~~and ~~2023,~~accounts receivable ~~the~~were ~~Company~~ transferred from the ~~assets~~Company’s ~~associated~~Progressive ~~with its Modular~~ Water ~~Systems~~ ~~division~~Treatment, Inc. (“~~MWS~~PWT” ~~or “Modular Water”~~) ~~(www.modularwater.com)~~subsidiary over to the Company’s WODI subsidiary.

On ~~September~~ September 21, 2023, WODI entered into a merger agreement with PWT ~~whereby~~to create better enterprise value for a potential merger opportunity with FRLA and a plan of merger agreement (the “PWT-WODI merger agreement”) was ~~merged~~entered ~~with~~into between WODI and PWT. ~~The~~Per the PWT-WODI merger ofagreement, ~~these~~all ~~entities~~shares ~~was~~of ~~completed~~WODI ~~to create~~common ~~better~~and ~~enterprise~~preferred ~~value~~stock were exchanged for shares aof ~~potential~~PWT ~~merger~~common ~~opportunity~~stock ~~with~~as ~~FRLA~~merger consideration. InWODI ~~connection~~convertible ~~with~~notes ~~the~~and ~~merger~~WODI ~~with~~Restricted ~~WODI,~~Stock Grants were assumed by PWT ~~changed~~and ~~its~~remain outstanding. WODI Series ~~name~~A and Series B were converted to ~~Water~~WODI oncommon ~~Demand,~~stock ~~Inc~~prior to the merger.

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

OnBefore ~~October~~issuing ~~24, 2023~~common ~~FRLA~~stock ~~and~~to WODI ~~entered into a definitive business combination agreement (the “BCA”). The transaction represents a pro forma~~ ~~equity~~stockholders ~~valuation~~in ~~of approximately $72 million of~~ the ~~Combined~~PWT ~~Company~~Merger, ~~assuming~~PWT nohad ~~further redemptions of FRLA public shares by FRLA’s public shareholders. The estimated cash proceeds available to the Combined Company from the transaction consists of FRLA’s $ 39~~10,~~635~~000,~~883 of~~000 ~~cash~~common ~~held in trust, assuming no further redemptions of FRLA public~~ shares. ~~Upon~~issued ~~closing~~and ~~of the transactions contemplated under the BCA~~outstanding, ~~and~~which ~~assuming~~were ~~none~~fully ofowned ~~FRLA’s~~by ~~public~~OCLN. ~~shareholders~~Post ~~elect to redeem their shares of common stock and no additional shares of common stock~~PWT-WODI ~~are issued~~merger, itOCLN isreceived ~~anticipated that FRLA’s public shareholders would retain~~ an ~~ownership~~aggregate ~~interest~~ of ~~approximately 46% of the Combined Company~~2, ~~the sponsors~~171,068 ~~officers, directors and other holders of FRLA founder~~ shares ~~and private shares will retain an ownership interest~~ of ~~approximately 18% of~~ the ~~Combined~~Water ~~Company,~~On ~~and the WOD stockholders will own approximately 36% of the Combined Company~~Demand, ~~based on its agreed acquisition valuation of $32 million, an approximate 3~~Inc.~~2x multiple of its 2022 revenue. The existing stockholders of WOD are expected to roll 100% of their equity into the Combined Company.~~

On September ~~October 25~~28, 2023, at the Letter ~~Special Meeting, a total~~ of ~~5,687,847~~ Intent (~~or 84.59 %~~“LOI”) ofexecuted ~~FRLA’s~~on ~~issued~~January ~~and~~5, ~~outstanding~~2023 ~~shares~~with ofWODI ~~Class~~was Aamended ~~common~~to ~~stock~~designate PWT ~~and~~as ~~Class~~the Bnew ~~common~~target ~~stock held~~ of ~~record,~~the ~~were~~acquisition. ~~present~~Under ~~either~~the inamended ~~person or by proxy~~LOI, ~~which~~FRLA ~~constituted~~proposed ato ~~quorum.~~acquire ~~FRLA~~all ~~shareholders~~the ~~approved~~outstanding asecurities ~~proposal~~of ~~to extend~~ the ~~period~~new ofcombined ~~time~~WODI/PWT ~~FRLA~~entity, ~~has~~based toon ~~consummate~~certain ~~its~~material ~~initial~~financial and business ~~combination~~terms byand anconditions being ~~additional~~met. ~~one~~The ~~year~~LOI ~~from~~is ~~November~~not 5,binding ~~2023~~on tothe ~~November~~parties ~~5, 2024,~~and byis upintended solely to ~~twelve~~guide ~~one~~good-~~month~~faith ~~extensions,~~negotiations ~~subject~~toward todefinitive ~~certain conditions~~agreements.

30On October 24, 2023 FRLA and WODI entered into a definitive business combination agreement (the “BCA”).

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 ~~September~~March 3031, ~~2023~~2024, WODI and the Company made payments on behalf of the SPAC in the aggregate amount of $34,~~260~~619,985. As of ~~September~~March 3031, ~~2023~~2024, WODI and the Company received an aggregate of $34,~~260~~619,985 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; ~~and~~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 ~~continues~~estimates ~~to estimate~~ the likelihood of completing the ~~merger~~business combination at 50 75%.

Impairment of receivable

Although the payments made on behalf of the SPAC are amounts receivable to WODI, for the period ended ~~September~~March 3031, ~~2023~~2024, WODI considered the aggregate amount of $3590,~~260,985~~000 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.

~~In the event of WODI successfully merging~~Recording ~~with the SPAC, all amounts paid by WODI on behalf~~ of ~~the~~membership ~~SPAC, including any future payments made until such merger is fully consummated will be received back by WODI.~~interest:

~~Integration~~As of ~~MWS~~March ~~into~~31, 2024, 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 held-for-sale.

~~On April 14, 2023 (the “Effective~~Impairment ~~Date”),~~analysis 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 Systems (“MWS”) business, including licenses, technology, intellectual property, contracts, business models, patents and other assets in exchange for ~~6,000,000~~Class ~~shares~~B ofCommon ~~WODI~~Founder ~~common~~Shares ~~stock. The assets included MWS accounts receivables and accounts payables~~ as ofat ~~April~~March 1431, 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.2024

~~PWT-WODI~~The ~~merger~~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.

~~On September~~The ~~21,~~independent ~~2023,~~firm ~~WODI~~(i) ~~entered~~evaluated ~~into~~and aanalyzed ~~merger~~various ~~agreement~~Sponsor ~~with~~Founder ~~PWT~~Shares toof ~~create~~Fortune ~~better~~Rise ~~enterprise~~Acquisition ~~value~~Corp. ~~for~~(“FRLA”); a(ii) assessed ~~potential~~the ~~merger~~terms ~~opportunity~~including ~~with~~various ~~FRLA~~ redemption and aliquidation ~~plan~~features ofconsidering ~~merger~~each ~~agreement~~of (the ~~“PWT-WODI~~Company’s ~~merger~~financial ~~agreement”)~~plans ~~was~~and ~~entered~~market conditions; ~~into between WODI~~ and ~~PWT.~~(iii) ~~Per~~determined the ~~PWT-WODI~~underlying ~~merger agreement,~~value ~~all~~to ~~shares~~be ofassigned ~~WODI~~to ~~common~~the ~~and~~FRLA ~~preferred~~Sponsor ~~stock~~Founder ~~were~~Shares ~~exchanged~~as ~~for~~of ~~2,406,822~~the ~~shares~~Date of ~~PWT~~Valuation ~~common stock as merger consideration.~~and ~~WODI~~evaluated ~~convertible~~the ~~notes~~FRLA ~~and~~Sponsor ~~WODI~~Founder ~~Restricted~~Shares ~~Stock~~for ~~Grants~~impairment ~~were assumed~~ by ~~PWT~~performing ~~and~~the ~~remain~~following ~~outstanding.~~procedures:

~~The~~● ~~merger~~Analyzed ~~consideration of~~the ~~2,406,822~~Company’s ~~shares~~S-4 offiling, ~~common~~business ~~stock~~combination ofagreement ~~PWT~~and ~~were~~other ~~calculated as follows:~~documentation.

● ~~Issued~~Developed ~~and~~Monte ~~outstanding~~Carlo ~~shares~~Model ofthat ~~WODI~~values ~~common~~the ~~stock~~FRLA Sponsor Founder Shares based on a ~~fully~~multipath ~~dilutive~~random ~~basis~~event ~~were~~model ~~calculated~~and asfuture projections of ~~September~~the 20various potential outcomes. The Monte Carlo Model simulation included 50,000 ~~2023~~iterations atand 12simulated the stock price,~~194~~ the timing of the business combination,~~482~~ and the timing of the lapse of the transfer restrictions. ~~This~~● ~~included:~~Developed ~~WODI~~the ~~common~~discounted ~~stockholders~~cash -flow ~~OCLN~~from &the ~~Reg~~sale Aof ~~shareholders~~the ~~and~~securities ~~Series~~at Athe ~~and~~time ~~Series~~the Brestrictions ~~preferred~~terminated. ~~stockholders~~● Probability weighted the cash flow, discounted for lack of marketability.

● ~~WODI~~Valued ~~(including~~the ~~MWS)~~FRLA ~~was~~Sponsor ~~valued~~Founder atShares ~~$6,425,184~~as ~~based on 2022 MWS revenues~~ of ~~$2,00,870~~the ~~using~~date ~~a 3.2 multiple~~ of ~~revenue~~valuation.

●Based on ~~WODI/~~the ~~MWS~~procedures ~~price~~performed ~~per~~the ~~share~~independent ofvaluation ~~$0.53~~firm ~~was~~concluded ~~arrived~~that ~~at by dividing~~ the ~~total~~value ~~fully~~of ~~diluted~~FRLA ~~common~~Sponsor ~~stock~~Founder ~~(12,194,482)~~Shares bywas ~~the~~not ~~value of $6,425,184~~impaired.

~~● PWT was valued at $26,695,716 based on 2022 PWT revenues of $8,342,411 using a 3.2 multiple of revenue.~~27

● PWT price per share of $2.67 was arrived at by dividing the total fully diluted common stock (10,000,000) by the value of $26,695,716.

● Based on the valuation for each as mentioned above, an exchange ratio of 1:0.1973 was determined to ascertain the number of shares to be issued in PWT for every share held by WODI stockholder.

● Using the exchange ratio, the merger consideration of 2,406,822 shares in PWT was allocated to WODI shareholders as follows:

OCLN – 2,171,067 common shares in PWT

WODI Reg A – 2,368 common shares in PWT

WODI Series A – 100,556 common shares in PWT

WODI Series B – 132,830 common shares in PWT

● WODI Series A and Series B were converted to WODI common before the merger.

Restricted Stock to WODI Board, Employees and Consultants

Between August 12, 2022, and August 3, 2023, WODI entered into Restricted Stock Grant Agreements (the “WODI RSGAs”) with its members of the Board, employees, and consultants to create management incentives to improve the 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 (“Vested Shares”) if WODI shares are uplisted to a National Exchange, then upon such uplisting, 25% of the restricted shares that shall vest and become Vested Shares and 6.25% each three-month period thereafter, subject to the following: (i) If WODI shares are traded on a National Exchange, then the amount of 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 shares of common stock outstanding as shown 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. (ii) If WODI shares are subsequently delisted and quoted on the over-the-counter market, including the 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 shares of common stock outstanding as shown by the most recent SEC Report published by WODI, or if WODI shares are traded on a national securities exchange, the greater of (b)(i) and the average weekly reported volume of trading in the common stock on a national securities exchange during the previous four calendar weeks. If WODI shares do not achieve listing on a national securities exchange within three years of the Effective Date, then the restricted shares shall vest and become Vested Shares at 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 milestones are achieved, the shares shall become eligible for vesting and issuance. On September 21, 2023, ~~the WODI RSGAs were assumed by PWT~~ per the Merger Plan Agreement and per the conversion ratio of 0.19737 established in the Merger Plan Agreement, the 15,550,000 total issuable shares under the WODI RSGAs were converted to 3,069,100 total issuable shares. On October 23, 2023, certain WODI RSGAs were canceled and ~~the~~new WODI RSGAs were ~~renamed~~issued. ~~Progressive~~As of ~~Water~~March ~~Treatment~~31, ~~Restricted~~2024, ~~Stock~~there ~~Grant~~were 2,581,344 total issuable shares under the WODI RSGAs. As the milestones are achieved, the shares shall become ~~Agreements~~eligible (for vesting and issuance. During the ~~“PWT~~three months ended March 31, 2024, no issuable shares under the WODI RSGAs”) vested and no costs associated with the milestones were recognized because achievement is not probable.

1011. LINE OF CREDIT

During the ~~nine~~year ~~months~~ ended ~~September 30,~~December 31, 2023, the Company obtained 12 month credit lines in the aggregate amount of $~~245~~345,~~500~~875, with an interest rate of 26.07%. ~~During~~Through ~~the~~March ~~nine months ended September 30~~31, ~~2023~~2024, the Company paid principal in the amount of $~~105~~256,~~621~~107, leaving a principal balance of $~~139~~89,~~879.~~768 ~~During the~~as ~~nine~~of ~~months~~March ~~ended September 30~~31, ~~2023, the Company paid interest in the amount of $23,415~~2024.

1112. 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~~at that time. Based on indicator of impairment, during the ~~balance~~year ~~sheet~~ended asDecember a31, ~~long~~2021, ~~term~~the Company adjusted the original value of the asset for sale atfrom ~~that~~$630,000 to ~~time.~~$514,000 and recorded an impairment of $116,000 in the consolidated financial statements.

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 ~~amount on the consolidated financial statements as of June 30, 2023~~balance. Between July 1, 2023 through ~~September 30~~March 31, ~~2023~~2024, the Company received additional payments totaling $37103,572. As of ~~September~~March 3031, ~~2023~~2024, the balance of the receivable was $~~132~~66,000 which is reflected on the consolidated financial statements.

3228

12. 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 nine months ended September 30, 2023, received an aggregate of $126,879 which was recognized in the financial statements as other income.

13.	COMMITMENTS AND CONTINGENCIES

Facility Rental – Related Party

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 $8,500.

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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and the year ~~ending~~ ending December 31, ~~2022~~2023.

Litigation

~~On July~~There ~~12, 2023, the Company entered into a Confidential Settlement and Mutual Release Agreement (the “Settlement Agreement”)~~are ~~with~~no ~~Auctus~~material ~~Fund,~~updates ~~LLC (“Auctus”) relating~~ to the ~~settlement~~litigation ~~and~~matters ~~release~~with ofProcess ~~certain pending legal actions arising out of various loans and agreements between the Company and Auctus. Pursuant to the terms of the Settlement Agreement~~Solutions, ~~the Company and Auctus have resolved all outstanding legal disputes and claims between them~~Inc. ~~The~~as ~~appeal that was pending in the United States Court of Appeals for the~~previously ~~First~~disclosed ~~Circuit and trial matter~~ in the ~~United~~Form ~~States~~10-K ~~District~~filed Court for the District of Massachusetts have been terminated and all transactions and obligations thereunder between the Company and Auctus are null and void. The terms and conditions of the Settlement Agreement are confidential and have no impact on ~~the~~April ~~financial~~18, ~~condition or operations of the Company~~2024.

As of September 30, 2023, there were no material updates to the litigation matters with C6 Capital, LLC as previously disclosed in the Form 10-K filed on April 17, 2023.

14.	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:

Between ~~October~~ 2April 1, ~~2023~~2024 and ~~October~~May 31, ~~2023~~2024, ~~holders of~~ the Company’s ~~Series~~issued Rto ~~preferred~~consultants ~~stock converted~~ an aggregate of ~~200 Series R~~ ~~shares into an aggregate of 51~~2,~~536~~969,~~831~~ 808 shares of the Company’s common stock for services.

Between ~~October~~April 23, ~~2023~~2024 and ~~November~~April 2924, ~~2023~~2024, the Company entered into settlement agreements with certain accredited investors pursuant to which the Company issued an aggregate of 39102,~~083~~883,~~926~~285 shares of the Company’s common stock ~~were~~in ~~redeemed~~settlement byof ~~the~~certain ~~Company,~~claims ~~and~~with ~~the~~such ~~redemption~~persons. ~~amount,~~These ~~together~~issuances ~~with~~were ~~cash~~made ~~paid~~to bysettle ~~the~~shareholder ~~redeeming~~disputes ~~stockholders,~~regarding ~~were~~timing ~~used~~of by the ~~stockholders~~conversion toof ~~purchase~~preferred ~~convertible~~shares ~~secured promissory~~into ~~notes from WODI~~common shares.

Between ~~October~~April 23, ~~2023~~2024 and ~~November~~May 291, ~~2023~~2024, ~~holders~~an aggregate of 42,975,239 shares ~~the~~of ~~Company’s~~common ~~Series~~stock Ywere ~~preferred~~redeemed ~~stock~~by ~~converted~~the anCompany, ~~aggregate~~and ~~of .7 Series~~the redemption Yamount, ~~shares~~together ~~into~~with ancash ~~aggregate~~paid ~~of 22,540,380 shares,~~by ~~including~~the ~~make-good~~redeeming ~~shares~~stockholders, ofwere used by the ~~Company’s~~stockholders ~~common~~to ~~stock~~purchase convertible secured promissory notes from WODI.

Between ~~October~~ 4April 3, ~~2023~~2024 and ~~November~~May 151, ~~2023~~2024, holders of the Company’s ~~issued~~Series toY ~~consultants~~preferred stock converted an aggregate of 1.3 Series Y shares into an aggregate of 18,~~361~~560,~~416~~607 shares of the Company’s common stock.

Between April ~~October~~ 5, ~~2023~~2024 and ~~December~~ May 6, ~~2023~~2024, WODI made payments on behalf of the SPAC in the aggregate amount of $~~567~~255,000.

Between ~~October~~ 6April 9, ~~2023~~2024 and ~~October~~April 2012, ~~2023~~2024, the Company entered into ~~settlement~~subscription agreements with certain accredited investors pursuant to which the Company ~~issued~~sold an aggregate of ~~37,040,277~~ 1.3 shares of the Company’s ~~common~~Series Y preferred stock infor ~~settlement~~an ofaggregate ~~certain~~purchase ~~claims~~price ~~with~~of $131,300. ~~such~~The ~~persons~~Company also issued an aggregate of 1,050,400 warrants to purchase shares of its common stock to these investors.

On ~~November~~ 9May 14, ~~2023~~2024, holders of the Company’s Series WO preferred stock converted an aggregate of 255 Series WO shares into an aggregate of 5965,~~241,092~~252 shares of the Company’s common stock.

3329

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

This Quarterly Report on Form 10-Q 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,” 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. 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.

Organizational History

OriginClear, ~~Inc.~~was ~~(“we”,~~founded ~~“us”,~~as ~~“our”,~~OriginOil® ~~the~~in ~~“Company”~~2007 orand ~~“OriginClear”)~~began ~~was~~trading ~~incorporated~~ on ~~June 1, 2007 under~~ the ~~laws~~OTC ~~of the State of Nevada. We have been engaged~~ in ~~business operations since June 2007~~2008. In 2015, weit ~~moved into~~was ~~the~~renamed ~~commercialization~~as ~~phase~~OriginClear® ofto ~~our~~reflect ~~business~~its new ~~plan~~mission ~~having~~to ~~previously~~develop ~~been~~breakthrough ~~primarily~~businesses ~~involved~~ in ~~research,~~the ~~development~~industrial ~~and~~water ~~licensing activities~~sector. ~~Our~~Today, ~~principal~~OriginClear ~~offices~~structures ~~are~~itself ~~located~~as atthe ~~13575~~Clean ~~58th~~Water Innovation ~~Street~~Hub™ ~~North,~~(“CWIB”) ~~Suite~~and ~~200,~~intends ~~Clearwater,~~to FLuse ~~33760.~~its ~~Our~~well-developed ~~main~~retail ~~telephone~~investor ~~number~~development ~~is (727)~~capabilities ~~440-4603.~~to ~~Our~~help ~~website~~bring potentially ~~address~~disruptive iscompanies ~~www~~to market.~~OriginClear.com.~~ ~~The~~For ~~information~~the ~~contained~~foreseeable onfuture, ~~connected~~however, OriginClear intends to ordevote ~~that~~its ~~can~~entire becapabilities to ~~accessed~~the ~~via~~success ~~our website~~of isits ~~not~~subsidiary, ~~part~~Water ofOn ~~this~~Demand, ~~report~~Inc. (WODI).

~~Overview~~In 2023, OriginClear combined three of ~~Business~~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.

~~OriginClear was founded as OriginOil~~WODI inis ~~2007,~~composed ~~and~~of ~~began~~three ~~trading~~operating ~~on the OTC in 2008. In 2015~~units, itModular ~~was~~Water ~~renamed~~Systems ~~as OriginClear to reflect its mission to develop breakthrough businesses in the industrial water sector. Today~~(“MWS”), ~~OriginClear~~Progressive ~~structures itself as the Clean~~ Water ~~Innovation~~Treatment ~~Hub™~~(“PWT”), and ~~its mission is to incubate~~ ~~and~~Water ~~grow~~on ~~valuable~~Demand ~~water~~(“WOD”), ~~properties~~the ~~that~~last ~~will~~being ~~disrupt~~a ~~the~~development ~~industry~~stage business.

In● ~~2023,~~PWT ~~OriginClear~~is ~~combined three~~responsible offor ~~these businesses into~~ a ~~single~~significant ~~subsidiary~~percentage ~~in anticipation~~ of athe ~~merger of such subsidiary with a “blank check” company (a SPAC or Special Purpose Acquisition~~ Company).’s ~~The~~revenue, ~~definitive~~specializing ~~merger~~in ~~agreement~~engineered ~~was~~water ~~announced~~treatment onsolutions 24and ~~October,~~custom ~~2023:~~treatment ~~https://www~~systems.~~originclear.com/company-news/originclears-water-on-demand-and-fortune-rise-acquisition-corporation-announce-business-combination-to-create-nasdaq-listed-company.~~

34● 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, which yielded a nominal value between $26,637,185 and $53,224,807. MWS features products differentiated by the Early IP and complemented with additional knowhow and trade secrets.

~~The~~● ~~assets~~WOD ~~and~~is ~~properties~~an ~~now incorporated~~incubation of the Company which intends to offer private businesses water self-sustainability as ~~Water~~a Onservice ~~Demand~~- ~~Inc~~the ability to pay for water treatment and purification services on a per-gallon basis. ~~(WODI)~~This ~~consist~~is ofcommonly ~~the~~known ~~following:~~as Design-Build-Own-Operate (“DBOO”).

● Progressive Water Treatment Inc. (“PWT”) - a wholly-owned subsidiary based in Dallas, Texas, which is responsible for a significant percentage of the Company’s revenue, specializing in engineered water treatment solutions and custom treatment systems.30

● 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”). Recently, OriginClear commissioned a valuation of the Early IP, which yielded a nominal value between $26,637,185 and $53,224,807. According to the valuation, the Projected Total Available Market in 2026 exceeds $8 Billion.

● The brand, Modular Water Systems (MWS), featuring products differentiated by the Early IP and complemented with additional knowhow and trade secrets.

	●	An 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 (“DBOO”).
		NOTE: The Company did not spin off the companies known as the WOD Subsidiaries. The funds the Company raises for these entities shall continue to be held by the Company and made available for use by WODI, to be deployed subject to a planned management contract.
		NOTE: the Company did not spin off the developmental blockchain instruments $H2O, a security token for the payment of dividends, and ClearAqua, a community involvement token. At this time, the Company is not actively developing these but is pursuing Intellectual Property protection for them to the extent it finds useful.

“This is an example of OriginClear successfully incubating and growing a healthy business over five years, and selling it for many times its investment,” said Riggs Eckelberry, OriginClear CEO. “We anticipate this transaction will further benefit OriginClear shareholders as Water On Demand executes on its business plan.”

OriginClear issued a new presentation describing the new combined businesses and planning. The presentation is available online at https://www.originclear.com/investing#companypresentation

Water Businesses

The ~~Company~~ 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.

The first such spinoff was on April 13, 2022, when the Company’s Board of Directors approved the plan to spin off its WOD business into a newly formed subsidiary, Water On Demand Inc., (“WODI”) which holds the assets, liabilities, intellectual property and business operations of the WOD business.

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.

On May 22, 2023, the Company announced that its subsidiary Water On Demand (WODI) had recently entered into a Memorandum of Understanding (MOU) to acquire an established international SaaS (Software as a Service) Developer (Developer), founded nearly twenty years ago, which operates with a stable customer base of technology companies. The acquisition is anticipated to be accretive. The MOU provides a framework for negotiating a definitive agreement for the acquisition of the Developer. The talks are in an early stage and may not succeed.

On September 26, 2023, the Company announced that it merged its subsidiaries, WODI and PWT to create better enterprise value for a potential merger opportunity with Fortune Rise Acquisition Corporation (‘FRLA’).

On September 28, 2023, FRLA and OriginClear Inc., announced that FRLA and WODI agreed to nominate a new target – the recently merged PWT /WODI. Accordingly, the Letter of Intent (“LOI”) executed January 5, 2023 with WODI was amended to designate PWT as the new target of the acquisition. Under the revised/amended LOI, FRLA proposes to acquire all the outstanding securities of PWT, 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.

Post-merger with WODI, PWT effected a name change to Water On Demand Inc.

On October 24, 2023 FRLA and OCLN announced that FRLA and WODI had 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. The estimated cash proceeds available to the Combined Company from the transaction consists of FRLA’s $ 39,635,883 of cash held in trust, assuming no further redemptions of FRLA public shares. Upon closing of the transactions contemplated under the BCA, and assuming none of FRLA’s public shareholders elect to redeem their shares of common stock and no additional shares of common stock are issued, it is anticipated that FRLA’s public shareholders would retain an ownership interest of approximately 46% of the Combined Company, the sponsors, officers, directors and other holders of FRLA founder shares and private shares will retain an ownership interest of approximately 18% of the Combined Company, and the WOD stockholders will own approximately 36% of the Combined Company, based on its agreed acquisition valuation of $32 million, an approximate 3.2x multiple of its 2022 revenue. The existing stockholders of WOD are expected to roll 100% of their equity into the Combined Company.

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

1. Support the rollout of the WODI post-merger entity (~~the~~by ~~plan~~retaining ~~is to retain the~~ 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 ~~success.~~or for the planned acquisitions);

3. Initiate ~~Selecting~~non-binding ~~companies~~agreements ~~and/or~~for ~~technologies~~the ~~for~~acquisition ~~funding~~of ~~and~~related ~~development.~~businesses Weby ~~may~~WODI ~~not~~or ~~restrict~~the ~~ourselves~~post-merger toentity, which will depend on the outcome ~~water~~of ~~industry.~~the BCA process; and

~~Milestones~~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.

On April 2, 2024 OCLN announced a strategic partnership with entrepreneur Kevin Harrington, a co-founding board member of the Entrepreneur’s Organization, to bring critical global attention to OriginClear's crowdfunding campaign, now in a preview invitational stage. https://www.originclear.com/company-news/original-shark-kevin-harrington-brings-his-star-power-to-originclear-crowdfunding-campaign.

Water On Demand

The Company is developing an outsourced water treatment business called Water On Demand (“WOD”), which it conducts through its subsidiary, Water on Demand, Inc. (“WODI”). 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, with a percentage of net profits paid to investors and stakeholders. This is commonly known as Design-Build-Own-Operate or “DBOO”. The Company is currently evaluating pilot opportunities to enable outsourced water treatment as a managed service and that is paid by the gallon as an alternative to having to come up with significant up-front capital for in-house wastewater 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 Mobile Home Park sector.

WODI 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. 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.

WODI delegates 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. This 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, the WOD division of WODI has no staff or independent resources. WODI’s PWT and MWS divisions have a total of 32 employees. 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 management services arrangement, OCLN provides WODI with staffing and administrative resources in return for the funding for WODI’s prospective merger with FRLA and the making of certain special distributions.

On 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. WODI is a subsidiary 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.

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~~Modular ~~Milestones~~Water Systems

~~In the~~Modular ~~first~~Water ~~quarter~~Systems (“MWS”) offers a unique product line of ~~2019,~~prefabricated ~~the~~water ~~Company~~transport ~~increased~~and ~~the~~treatment ~~number~~systems. ofDaniel “Dan” Early P.E. (Professional Engineer) heads the ~~manufacturer’s~~MWS ~~representatives~~division. ~~for~~On ~~its~~June ~~operating~~25, ~~units~~2018, ~~PWT~~Dan ~~and~~Early ~~Modular~~granted the Company a worldwide, exclusive non-transferable ~~Water~~license ~~Systems~~to the technology and knowhow behind MWS (See “~~MWS~~Intellectual Property”). A ten-year renewal on May 20, 2020 added the right to sublicense and create manufacturing joint ventures.

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. 32

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.

On September 26, 2023, the Company announced that it merged its subsidiaries, WODI and PWT.

Modular Water Systems – now part of Water On Demand, Inc.

On June 22, 2018, OriginClear signed an exclusive worldwide licensing agreement with Daniel “Dan” Early P. E. for his proprietary technology for prefabricated water transport and treatment systems. On July 19, 2018, the Company began incubating its Modular Water Treatment Division (MWS) around Mr. Early’s technology and perspective customers. The Company has funded the development of this division with internal cash flow. In Q1 of 2020, the Company fully integrated MWS with wholly-owned Progressive Water Treatment Inc. The Company is currently developing MWS as a discrete line of business for an eventual spinoff. Mr. Early currently serves as Chief Engineer for OriginClear.

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 ~~Nov~~ 7August 12, ~~2019~~2022, the Company ~~published~~announced the inaugural delivery and installation of its pre-engineered EveraBOX™ to implement a ~~case~~low-risk Liquid ~~study~~Ammonium ~~showing~~Sulfate ~~how~~(LAS) ~~Modular~~disinfectant ~~Water~~system ~~Systems~~for ~~may~~Pennsylvania’s ~~help~~Beaver ~~businesses~~Falls ~~expand~~Municipal ~~into~~Water ~~rural~~Authority ~~land~~(BFMA). ~~The~~Typical ~~case~~of ~~study~~MWS ~~shows~~products, ~~how~~EveraBOX ~~point~~is manufactured using inexpensive, long-oflasting High-~~use~~Density ~~treatment~~Polyethylene ~~solves~~(HDPE) ~~lack~~or ofPolypropylene ~~access~~(PP) materials. These are also classified as Structural Reinforced Thermoplastic Pipe (SRTP). These materials have proven to ~~the~~be ~~public~~less ~~sewer~~affected ~~system~~by supply chain issues currently impacting metal and fiberglass construction.

On ~~March~~ 5January 10, ~~2020~~2024, ~~the~~OCLN ~~Company~~and ~~announced~~Buda, ~~disruptive~~Texas-based ~~pump~~Plastic Welding and ~~lift~~Fabrication, ~~station~~Ltd. ~~pricing,~~(PWF) ~~stating~~jointly ~~that~~announced ~~its~~a ~~prefabricated~~Memorandum ~~modules~~of ~~with~~Understanding (MOU) for a ~~lifespan~~strategic ofpartnership ~~up to~~between ~~100~~OriginClear’s ~~years~~subsidiary, ~~now~~Water ~~compete~~On ~~with~~Demand, ~~precast~~Inc. ~~concrete~~(“WODI”), and PWF. 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 September~~PWF ~~28,~~is ~~2021~~already a key fabricator of highly durable, ~~the~~patent-based ~~Company~~enclosures ~~announced~~for ~~that~~Modular Water Systems (MWS), ~~deployed~~the ~~its~~technology ~~pilot~~division ~~Pondster™~~of ~~brand~~WODI that ~~modular~~designs ~~lagoon~~and ~~treatment~~develops ~~system~~highly atscalable asystems ~~Mobile~~for ~~Home~~self-contained ~~Park (MHP)~~water ortreatment ~~trailer~~and ~~park,~~transportation. inThe ~~Troy,~~MOU ~~Alabama.~~enhances ~~Modular~~the ~~Water~~strategic relationship ~~Systems~~and ~~has~~enables ~~since~~MWS ~~offered~~to build its ~~treatment~~complete ~~system~~water tosystems ~~other~~right ~~MHPs~~where ~~and~~the ~~recently~~enclosures ~~completed an~~are ~~installation~~manufactured, atfor anmaximum ~~MHP~~efficiency ~~in Pennsylvania~~and speed.

~~On June 16~~Additionally, the ~~2022~~parties ~~the~~signed ~~Company~~a ~~announced~~Letter ~~that~~of ~~MWS~~Intent ~~received~~(LOI) ~~purchase~~which ~~orders~~provides a framework for ~~approximately~~negotiating ~~$1.5~~a ~~Million~~definitive inagreement for WODI to acquire PWF and, if executed, would establish the ~~single~~first ~~month~~in-house ofmanufacturing ~~May~~facility offor ~~2022~~WODI’s Modular Water Systems division. ~~This~~The acquisition ~~compared~~is expected to ~~$1,774,880~~be accretive. The parties caution that talks are in ~~purchase~~an ~~orders~~early ~~for~~stage ~~the~~and ~~entire~~may ~~year~~not ~~2021~~succeed.

On ~~July~~ 25March 26, ~~2022~~2024, ~~the~~OCLN ~~Company~~ announced ~~that~~the ~~decentralized~~signing ~~water~~of ~~treatment,~~a ~~long~~Memorandum ~~pioneered~~of byUnderstanding ~~OriginClear’s~~ (MOU) between Modular Water Systems™ (“MWS”) and Enviromaintenance of Georgetown, isTX ~~now~~to ~~being~~collaborate ~~mandated~~on bysales ~~major~~of USstandardized ~~cities~~systems in the Greater Central Texas Region, from Waco to ~~recycle~~San ~~water~~Antonio. inEnviromaintenance (www.enviromaintenance.com) is a leading provider of large ~~new~~community ~~buildings~~scale-on-site wastewater treatment and disposal systems, 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, modular wastewater treatment systems to MHPs, thereby providing mobile home park owners an affordable, reliable and efficient way to treat their wastewater. https://www.originclear.com/company-news/originclears-modular-water-systems-and-enviromaintenance-partner-for-water-on-demand-pilot-program.

On August 12, 2022 the Company announced the inaugural delivery and installation of its pre-engineered EveraBOX™ to implement a low-risk Liquid Ammonium Sulfate (LAS) disinfectant system for Pennsylvania’s Beaver Falls Municipal Water Authority (BFMA). Typical of MWS products, EveraBOX is manufactured using inexpensive, long-lasting High-Density Polyethylene (HDPE) or Polypropylene (PP) materials. These materials have proven to be less affected by supply chain issues currently impacting metal and fiberglass construction.

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 MWS business, including licenses, technology, intellectual property, contracts, business models, patents and other assets in exchange for 6,000,000 shares of WODI common stock.

On May 25, 2023, the Company announced that in the 1st Quarter of 2023, Modular Water Systems (MWS), which at the time was still a division of the Company, contributed 58% of total revenue, or $1,155,803. This exceeded the publicly disclosed forecast for the division. MWS gross profit was $314,713, close to the forecast of $336,500, with a gross margin of 27%.

Water on Demand™: a new strategic direction

OriginClear has developed an 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 elected to wind down WOD#2, WOD#3 and WOD#4 and make the capital raised for them through the Company’s Series Y offering available 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. (Effective as of June 26, 2023, the Company announced it is suspending the sale of securities under this Regulation A Offering. The Company will not conduct any sales of securities under this offering until such time as further notice is given by filing an amendment or a Form 1-U. As of the effective date, the Company has sold a total of 12,300 shares for total potential proceeds of $61,500.)

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 had no staff or independent resources. However, the MWS and PWT units which are part of the combined entity and managed by OriginClear under a planned management services agreement, are generating revenue and profitable. 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 the prospective management services contract, OCLN plans to provide all staffing and administrative resources, as well as fee-based 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 the mobility of certain products MWS offers (such as EveraSKID), 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, WODI intends to license MWS technology to local water companies as part of their contract to design, build and operate systems on behalf of WODI, 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 provide a capital pool for 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) (in the aggregate, referred to as the “WOD Subsidiaries”), 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 wound down the others. 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 fee schedule under a proposed 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 holds 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 September 30, 2023, the Company received net aggregate funding in the amount of $ 6,267,577 through the sale of its Reg D Offering, 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 of the Reg A Offering. Effective as of June 26, 2023 (the “Effective date”), the Company announced it suspended the sale of securities under the Reg A Offering. The Company will not conduct any sales of securities under this offering until such time as further notice is given by filing an amendment or a Form 1-U. As of the Effective Date, the Company sold a total of 12,000 shares for total proceeds of $60,000.

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

WODI is 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, WODI 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, WODI would need to implement its own resources for such DBOO services.

On April 14, 2023, the Company transferred its Modular Water Systems division (MWS or Modular Water) (www.modularwater.com) and the related assets to WODI.

On September 28, 2023, FRLA and OriginClear Inc., announced that FRLA and WODI agreed to nominate a new target – the recently merged PWT with WODI. Accordingly, the Letter of Intent (“LOI”) executed January 5, 2023 with WODI was amended to designate PWT as the new target of the acquisition. Under the revised/amended LOI, FRLA proposes to acquire all the outstanding securities of PWT, 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.

In connection with the merger with WODI, PWT effected a name change to Water On Demand Inc.

On 24 October 2023, Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and the Company announced that FRLA and Water On Demand Inc. (WODI) have 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. The estimated cash proceeds available to the Combined Company from the transaction consists of FRLA’s $ 39,635,883 of cash held in trust, assuming no further redemptions of FRLA public shares.

The proceeds will be used to develop the Water On Demand water-as-a-service network, grow the Modular Water and Progressive Water business units, and carry out an aggressive acquisition program, which is expected to accelerate the existing growth. A number of assumptions have been made as to purchase multiples, net growth, synergies and other factors, and there are no guarantees that the Combined Company will succeed in the acquisitions and subsequent integrations of the acquired entities. The acquisitions will prioritize network management software, management and engineering staffing, and vertical integration through acquisition of component fabricators.

Upon closing of the transactions contemplated under the BCA, and assuming none of FRLA’s public shareholders elect to redeem their shares of common stock and no additional shares of common stock are issued, it is anticipated that FRLA’s public shareholders would retain an ownership interest of approximately 46% of the Combined Company, the sponsors, officers, directors and other holders of FRLA founder shares and private shares will retain an ownership interest of approximately 18% of the Combined Company, and the WODI stockholders will own approximately 36% of the Combined Company, based on its agreed acquisition valuation of $32 million, an approximate 3.2x multiple of its 2022 revenue. The existing stockholders of WODI are expected to roll 100% of their equity into the Combined Company.

The board of directors of each of FRLA and WODI unanimously approved the transaction, which is expected to be completed in the second quarter of 2024, subject to, among other things, the approval by the shareholders of FRLA and WODI, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including a registration statement being declared effective by the SEC, and approval by The Nasdaq Stock Market to list the securities of the Combined Company.

See release: https://finance.yahoo.com/news/originclear-water-demand-fortune-rise-200000291.html

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. Recently, Mr. Maren was replaced as CEO and will continue to serve Philanthroinvestors in an advisory role.

$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)). The $H2O trademark application has been approved for publication/opposition on April 26, 2023. This application will proceed to registration if no 3rd party files an opposition to this application within 18-month from the opposition period.

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. Currently, the focus is on a prototype for $H2O, in support of the patent filing.

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, intends to support WODI in acquiring assets and teams to support its growth.

We are particularly interested in companies which support the drop-in-place Modular Water Systems, provide engineering services, or successfully execute on Design-Build-Own-Operate. 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~~ June 25, 2018, Dan Early granted the Company a worldwide, exclusive non-transferable license to intellectual property consisting of five ~~issued~~ issued US patents, and design software, CAD, marketing, design and specification documents (~~the~~ “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 license was reissued on July 9, 2023 to WODI, restarting the 10-year term (plus three-year extensions) on that date.~~

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

NOTE: Two patents, U.S. Patent Nos. 8,561,633 and 8,871,089, are currently expired. 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.

Additionally, the Trade Secret documentation, engineer design programs, drawings, etc. utilized in the day-to-day business create the value of the ongoing business.

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 ~~MWS~~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 ~~or SRTP~~), 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, ~~patents~~ USPatent No. 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 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.

OnWith the ~~April~~spinoff ~~14,~~of ~~2023,~~Water ~~WODI~~On ~~entered into~~Demand anInc ~~Asset~~and ~~Purchase~~its ~~Agreement~~operating ~~with~~divisions, the Company, ~~whereby~~holds itno ~~agreed~~patents todirectly, ~~purchase~~but ~~all~~indirectly ofhas ~~the~~access ~~assets related~~ to the ~~Company’s “Modular~~ ~~Water~~licensed ~~Service” business, including licenses, technology, intellectual property, contracts, business models,~~ patents ~~and~~through ~~other assets in exchange for 6,000,000 shares of WODI common stock~~MWS. The ~~assets~~licensed ~~include~~intellectual anproperty ~~assignment~~consists of ~~OriginClear’s~~five ~~existing~~issued ~~global~~US ~~master license to the five~~ patents, ofand ~~inventor~~design ~~Daniel M. Early~~software, ~~P.E.~~CAD, ~~who heads Modular Water~~marketing, design and ~~the~~specification ~~right to file patents for all additional inventions since 2018, when OriginClear created the unit~~documents.

~~Recently~~On May 10, ~~OriginClear~~2021, ~~commissioned~~the aCompany ~~valuation~~announced ofthat ~~the Early~~it ~~IP,~~filed ~~which~~“System ~~yielded~~And aMethod ~~nominal~~For ~~value~~Water ~~between~~Treatment ~~$26~~Incentive”,~~637,185~~ a patent application for using blockchain technology and ~~$53,224,807.~~non-fungible ~~According~~tokens (NFT) to simplify the ~~valuation,~~distribution ~~the~~of ~~Projected~~payments ~~Total~~on ~~Available~~outsourced water treatment and ~~Market~~purification inservices ~~2026~~billed ~~exceeds~~on $8a ~~Billion~~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.

New Role of the Company

The Company, in its role as the CWIB, seeks to create, incubate or accelerate businesses in the water industry, and potentially outside of it.

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 that our main strength is in helping to capitalize such companies through retail corporate development activities; and to help them achieve commercial proof of concept and scale; and to assist with mergers and acquisitions.

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.

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.

Revenue Recognition

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.

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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~~ 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 ~~are~~the ~~believed~~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 ~~September~~December 3031, 2023, the amounts reported for cash, prepaid expenses, accounts payable ~~and~~ and accrued expenses approximate the fair value because of their short maturities.

Results of Operations for the three months ended ~~September~~March 3031, ~~2023~~2024 compared to the three months ended ~~September~~March 3031, ~~2022~~2023.

Revenue and Cost of Sales

~~For~~Revenue for the three months ended ~~September~~March 3031, ~~2023,~~2024 weand ~~had~~2023 ~~revenue~~was of $16,~~363,840~~573 ~~compared~~and to $36,~~366~~573,~~061~~ ~~for~~respectively. ~~the~~There ~~three~~was ~~months~~no ~~ended~~cost ~~September 30, 2022. Cost~~ of sales for the three months ended ~~September~~March 3031, ~~2023~~2024 ~~was~~and $12023,~~135,541~~ ~~compared to $2,542,887 for the three months ended September 30, 2022~~respectively. ~~Revenue and cost of sales decreased primarily due to our subsidiary’s decrease in revenue.~~

Our gross profit was $228,299 and $823,174 for the three months ended September 30, 2023 and 2022, respectively.

Selling and Marketing Expenses

For ~~the~~ the three months ended ~~September~~March 3031, ~~2023~~2024, we had selling and marketing expenses of $~~470~~526,~~566~~640, compared to $~~712~~796,~~420~~619 for the three months ended ~~September~~March 3031, ~~2022~~2023. The decrease in selling and marketing expenses was primarily due to a decrease in marketing ~~expense~~expenses.

General and Administrative Expenses

For ~~the~~ the three months ended ~~September~~March 3031, ~~2023~~2024, we had general and administrative expenses of $~~904~~893,~~223~~300 compared to $1905,~~085,044~~916 for the three months ended ~~September~~March 3031, ~~2022~~2023. The ~~decrease~~increase in general and administrative expenses was primarily due to aan ~~decrease~~increase in ~~professional and legal fees and~~ outside services.

Other Income and (Expenses)

Other income and (expenses) ~~decreased~~increased by $2017,~~927~~639,~~132~~232 to $(712,~~140~~239,~~597~~373) for the three months ended ~~September~~March 3031, ~~2023~~2024, compared to $~~(28~~5,~~067~~399,~~729) for~~859 for the three months ended ~~September~~March 3031, ~~2022~~2023. The ~~decrease~~increase was due primarily to aan ~~decrease~~increase in loss on non-cash accounts associated with ~~the~~ the change in fair value of the derivatives in the amount of $2316,~~543~~642,~~238~~571 and gain on redemption of common stock of $1,114,765, offset by an increase in ~~present~~unrealized ~~value~~gain ofon ~~convertible~~investment ~~secured promissory~~securities ~~notes~~ of $131,~~690~~646,~~500~~ ~~an increase in~~ impairment of receivable of $~~610~~50,000, ~~with~~and ~~an overall~~ decrease in ~~other~~interest ~~expenses in the~~expense ~~amount~~ of $~~315~~36,~~606~~458.

Net Income/(Loss)

Our ~~net~~ net loss ~~decreased~~increased by $2015,~~757~~404,~~557~~749 to $(815,~~294~~896,~~666~~283) for the three months ended ~~September~~March 3031, ~~2023~~2024, compared to net loss of $(29491,~~052,223~~534) for ~~the~~ the three months ended ~~September~~March 3031, ~~2022~~2023. The majority of the ~~decrease~~increase in net loss was due primarily to aan ~~decrease~~increase in other expenses ~~associated~~ associated with the net change in fair value of derivative instruments estimated each period. These estimates are based on multiple inputs, ~~including~~ including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices ~~defined~~ defined in the respective agreements and probabilities of certain outcomes based on managements’ estimates. These inputs are subject to 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.

4636

Results of Operations for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

Revenue and Cost of Sales

For the nine months ended September 30, 2023, we had revenue of $5,200,918 compared to $7,768,133 for the nine months ended September 30, 2022. The cost of sales for the nine months ended September 30, 2023 was $4,646,349 compared to $6,484,235 for the nine months ended September 30, 2022. Revenue and cost of sales decreased primarily due to our subsidiary’s decrease in revenue.

Our gross profit was $554,569 and $1,283,898 for the nine months ended September 30, 2023 and 2022, respectively.

Selling and Marketing Expenses

For the nine months ended September 30, 2023, we had selling and marketing expenses of $1,915,809, compared to $1,825,170 for the nine months ended September 30, 2022. The increase in selling and marketing expenses was primarily due to an increase in marketing expense.

General and Administrative Expenses

General and administrative expenses were $3,008,988 for the nine months ended September 30, 2023, compared to $2,900,203 for the nine months ended September 30, 2022. The increase in general and administrative expenses was primarily due to an increase in professional and legal fees including non-cash, shares for services expense and outside services.

Other Income and (Expenses)

Other income and (expenses) decreased by $16,633,802 to $(13,797,523) for the nine months ended September 30, 2023, compared to $(30,421,325) for the nine months ended September 30, 2022. The decrease was due primarily to a decrease in loss on non-cash accounts associated with the change in fair value of the derivatives in the amount of $27,938,016, offset by an increase in present value of convertible secured promissory notes of $7,728,089, an increase in impairment of receivable of $3,260,985, with an overall decrease in other expenses in the amount of $315,140.

Net Income/(Loss)

Our net loss decreased by $15,713,484 to $(18,180,762) for the nine months ended September 30, 2023, compared to net loss of $(33,894,246) for the nine months ended September 30, 2022. The majority of the decrease in net loss was due primarily to a decrease in other expenses associated with the net change in fair value of 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 ~~condensed~~ condensed consolidated 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 condensed consolidated ~~financial~~ financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The ~~Company~~ Company has not generated significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s 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, raising additional capital and increasing sales. We obtained funds from investors during the ~~nine~~three months ending ~~September~~March 3031, ~~2023~~2024. 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.

In ~~connection~~ connection with our prior sale of Series M Preferred Stock conducted under Regulation A under the Securities Act, we may be subject to claims for rescission. If this occurs, it may have a negative effect on our liquidity.

At ~~September~~ 30March 31, ~~2023~~2024 and December 31, ~~2022~~2023, we had cash of $1157,~~153,181~~351 and $1114,~~354,814~~640 and a working capital deficit of $3245,~~064~~837,~~689~~183 and $1432,~~245~~249,~~179,~~892 respectively. The increase in working capital deficit was due primarily to an increase in ~~convertible promissory notes,~~ non-cash derivative liabilities, current liabilities held-for-sale and accrued expenses, ~~and~~with ~~contract~~a ~~liabilities~~decrease in convertible promissory notes.

During the period ended ~~September~~March 3031, ~~2023~~2024, we raised aan ~~net~~ aggregate of $~~516~~252,~~300~~500 from the sale of preferred stock in private placements and $61,~~346~~386,~~500~~ 230 for WODI convertible secured promissory notes and warrants. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future revenue.

Net cash used in operating activities was $4725,~~417,340~~756 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, compared to $31,~~458~~906,~~023~~841 for the prior period ended ~~September~~March 3031, ~~2022~~2023. The ~~increase~~decrease in cash used in operating activities was primarily due to ~~an increase~~a decrease in value added to note ~~purchase~~ purchase agreements, ~~accrued~~impairment ~~expenses~~of receivable and gain on redemption of common stock, ~~non-cash~~with ~~derivative~~an ~~liabilities~~increase in contracts receivable, contract assets, accrued expenses and ~~accounts~~contract ~~payable~~liabilities.

Net ~~cash~~ cash flows used in investing activities was $3561,~~007,285~~500 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, compared to $171,~~138~~662,420 for the prior period ended ~~September~~March 3031, ~~2022~~2023. The ~~increase~~decrease in cash used in investing activities was primarily due to ana ~~increase~~decrease in notes receivables during ~~the~~ ~~current~~ the period.

Net ~~cash~~ cash flows provided by financing activities was $71,~~222~~458,~~992~~596 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, as compared to $43,~~544~~210,~~966~~161 for the ~~prior~~three ~~period~~months ended ~~September~~March 3031, ~~2022~~2023. The ~~increase~~decrease in cash provided by financing activities was due primarily to ana ~~increase~~decrease in proceeds ~~from~~ for issuance of ~~convertible~~preferred stock and promissory notes. To date we have principally financed our operations through the sale of our common and preferred stock and the issuance of debt.

We do not have any material commitments for capital expenditures during the next twelve months. Although our proceeds from the issuance of securities 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 maintain and expand our operations. Therefore, our future operations are dependent on our ability to secure additional financing, which may not be available on acceptable terms, or at all. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. 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.

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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, 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 to ensure that information required to be disclosed in reports filed under the Exchange Act, is recorded, processed, summarized and reported within the required time periods specified in the SEC’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.

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 fiscal quarter ended ~~September~~March 3031, ~~2023~~2024 that has materially affected, or are reasonably likely to materially affect, ~~the~~ the 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.

4938

PART II

Item 1. Legal Proceedings.

There are no material updates to the litigation matters with C6Process ~~Capital~~Solutions, ~~LLC~~Inc. as previously disclosed in the Form 10-K filed on April 1718, ~~2023~~2024. ~~As of the date of this filing, the Company views the C6 Capital matter as closed.~~

On July 12, 2023, OriginClear, Inc. entered into a Confidential Settlement and Mutual Release Agreement (the “Settlement Agreement”) with Auctus Fund, LLC (“Auctus”) relating to the settlement and release of certain pending legal actions arising out of various loans and agreements between the Company and Auctus. Pursuant to the terms of the Settlement Agreement, the Company and Auctus have resolved all outstanding legal disputes and claims between them. The appeal that was pending in the United States Court of Appeals for the First Circuit and trial matter in the United States District Court for the District of Massachusetts have been terminated and all transactions and obligations thereunder between the Company and Auctus are null and void. The terms and conditions of the Settlement Agreement are confidential and have no impact on the financial condition or operations of the Company. As of the date of this filing, the Company views the Auctus matter as closed.

Item 1A. Risk Factors.

Not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

As of of the date of the filing of this report, the Company has 6050 shares of Series F preferred stock outstanding which the Company failed to ~~redeem~~ redeem on September 1, 2020, for an aggregate redemption price (equal to the stated value) of $6050,000.

As of the date of the filing of this report, the Company has 25 shares of Series G preferred stock 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.

As of the date of the filing of this report, the Company has 25 shares of Series I preferred stock outstanding which the Company was required to, and failed to redeem between May 2, 2021 and June 10, 2021, for an aggregate redemption price (equal to the stated value) of $25,000.

As of of the date of the filing of this report, the Company has ~~307~~297 shares of Series K preferred stock outstanding which the Company was required to, and failed to redeem between August 5, 2021 and March 26, 2022, for an aggregate redemption price (equal to the stated value) of $~~307~~297,150.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description of Exhibit
31.1		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
31.2		Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase.*
101.PRE		Inline XBRL Extension Presentation Linkbase.*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

*	Filed herewith.

5040

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

December 8, 2023	ORIGINCLEAR, INC.
May 15, 2024	ORIGINCLEAR, INC.
	/s/ T. Riggs Eckelberry
	T. Riggs Eckelberry
	Chief Executive Officer
	(Principal Executive Officer)
	(Principal Executive Officer) and

	/s/ Prasad Tare
	Prasad Tare
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

5141

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