UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF~~

OF Pursuant ~~THE~~to ~~SECURITIES~~Section ~~EXCHANGE~~13 ~~ACT~~or OF15 (d) of the Securities Exchange Act of 1934

Date of Report: ~~February~~(date ~~20,~~of ~~2018~~earliest event reported): December 23, 2020

~~AMBIENT~~ Ambient ~~WATER~~Water ~~CORPORATION~~Corporation

(Exact ~~Name~~name of ~~registrant~~Registrant as specified in its ~~Charter~~ charter)

Nevada	~~000-55408~~	20000-~~4047619~~55408	20-4047619
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of		(Commission File Number)	(IRS employer
incorporation or organization)			identification no.)

P.O. Box 119, 1423 N. Molter Rd, No. 119, Liberty Lake, WA 99019 ______________________________________________________________ (Address of principal executive offices) (Zip Code)

780 Reservoir Avenue, #123 Cranston, RI 02910

02910

(Mailing Address)

(Zip Code)

~~(509)~~ Registrant’s ~~474~~telephone number, including area code: 774-~~9451~~250-2456

~~(Registrant’s~~ Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area code~~Section 12(b) of the Act:

Title of each class Trading Symbol(~~Former~~s) Name orof ~~Former~~each ~~Address~~exchange ifon ~~Changed~~which ~~Since~~registered ~~Last~~Common ~~Report)~~AWGI None traded on any recognized exchange, but quoted via OTC: Pink

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions ~~below~~:

[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-.14d-2(b))

[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–-2 of this chapter).

Emerging growth company o ☐

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. o ☐

Item 15.0301 ~~Bankruptcy~~Changes orin ~~Receivership~~Control of Registrant.

On ~~February~~December 2023, ~~2018~~2020, ~~Ambient~~as ~~Water Corporation and its wholly owned subsidiary, Ambient Water, Inc.,~~ a result ~~Nevada~~of ~~corporation,~~an ~~(the~~Application ~~"Assignors")~~for ~~assigned~~Custodianship ~~their~~granted ~~assets~~by ~~and liabilities (~~the ~~"Assignments")~~Eighth toJudicial ~~Barry~~District ~~Davidson~~Court, ~~Attorney~~Clark atCounty ~~Law of the law firm Davidson~~Nevada, ~~Backman~~Case &Number: ~~Medeiros~~A-20-823994-P, ~~PLLC,~~Jeffrey ~~Spokane,~~DeNunzio ~~Washington,~~was ~~(the~~appointed ~~"Assignee"). The~~Custodian ~~Assignee will administer both corporation’s assets and liabilities for the benefit~~ of ~~its~~Ambient Water ~~creditors~~Corporation as (the ~~holder of a power of attorney from the Assignor~~“Company”).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~Pursuant ~~Assignment~~to ~~for~~ the ~~benefit~~attached ofcourt ~~creditors~~order, inJeffrey ~~Washington~~DeNunzio is deemed anto ~~alternative~~be tointerim ~~bankruptcy~~Director, ~~and~~which, oramongst ~~receivership. The~~other ~~Assignment~~things, isprovides ~~governed~~him bywith the ~~Washington~~ability ~~Receivership~~to ~~Act~~exercise (Rall of the powers of the Corporation through or in place of its board of directors or officers.~~C.W.~~ 7A copy of the court order is attached herein as exhibit 99.~~08)~~1.

~~For~~Jeffrey ~~additional~~DeNunzio, ~~information~~age on30, ~~"assignment~~is ~~for~~a ~~the~~private ~~benefit~~investor and businessman. Mr. DeNunzio has been President of ~~creditors"~~V ~~please~~Financial ~~see:~~Group ~~https://dbm-law~~since 2014, and in such capacity, has acted as a research specialist and consultant for numerous publicly traded companies as well as private developmental stage companies.~~net/assignment-benefit-creditors/~~ His experience spans from small start up stage companies, to formidable publicly listed companies. Mr. DeNunzio’s expertise includes assisting issuers with preparing offering and registration statements as well as providing Edgarization services.

Item 28.0401. ~~Triggering~~Other Events ~~That Accelerate or Increase a Direct Financial Obligation~~.

The ~~Company'~~Registrant’s ~~assignment~~current ~~for~~contact ~~the~~information ~~benefit~~is oflisted creditors constitutes a material default on our March 21, 2014 original $900,000 Convertible Promissory Note agreement, as amended, under paragraph 10(iii). Additionally, this default affects a subsequent $250,000 Convertible Promissory Note agreement dated February 2, 2016 with the same lender. This event of default triggers an acceleration of the Note. (See Current Report 8-K filed March 21, 2014 for the March 21, 2014 Note)below:

~~Item~~Mailing ~~8.01~~Address: ~~Other~~780 ~~Events.~~Reservoir Avenue, #123 Cranston, RI 02910

~~Overview~~ Phone number: 774-250-2456

~~Ambient~~ Email: ~~Water has been in the business of developing and delivering Atmospheric Water Generation equipment that extracts high quality drinking water from the humidity that is present in the air~~jeff@vfinancialgroup. Our products and technology have several advantages over competing technologies and have been proven to work well in many different locations. Our solutions are tapping a nearly infinitely renewable water source, the humidity in the air, rather than being dependent upon an existing traditional water source such as surface water or ground water that may require advanced filtration and treatment before it is potable. Additionally, our equipment can be placed where the water is needed rather than transporting the water from a source to its final destination. Our equipment does not generate waste water requiring disposal, nor does our equipment contribute to the growing plastic water bottle waste stream.com

Despite these advantages, Ambient Water has experienced significant headwinds with respect to commercial deployment of our products and technology. We identified these risks and have done our best to mitigate them, but many are not in our control.

Revenue from Sales

Revenue from sales to date has been modest, generated from our residential model and associated maintenance supplies. The reasons for this are most likely sales price related. Due to the low volume of sales to date, it was not possible to achieve lower price points associated with higher volume production. Without the growth in unit sales, the annuity business for the consumables hasn’t materially evolved as well. The company has focused its efforts and capital on the commercial and industrial applications that appeared more efficient and promising to pursue.

With respect to the order for the Ambient Water 20K announced in August 2017, in order to get the first unit commercially deployed in a timely fashion, we waived the down payment, which deferred the first payment until the unit ships. This put an additional strain on our limited financial resources. During the detailed design phase, several factors contributed to a longer development cycle and higher development costs than were originally projected.

Our distribution partners have placed small orders for the residential product along the way, but have not achieved volume orders for that equipment to date. Likewise our distribution partners have delivered multiple requests for quotes for the commercial equipment that we have been emphasizing. We believe that many of the opportunities we have been pursuing would eventually occur, however, the timeframe remains uncertain and the company’s cash flow situation is now critical.

Product Development and Competition

The time and investment required for the development and deployment of the Commercial equipment (AW 400, AW800, and AW 20K) has been substantial but generally within our forecasts. The sales cycle for this equipment has proven to be extremely long and has not resulted in sufficient sales for positive cash flow in the time frame predicted. Mature and well accepted technologies such as Reverse Osmosis and Desalination and other advanced filtration technologies have been the primary competition. The company has always understood that a new technology needs several advantages over competing solutions, which our products and technology do provide. The magnitude of the advantage required in this market appears to be significantly larger than the worst-case expectation. The advantages such as high water quality and no waste water stream provided by our products does not yet appear to have made a significant difference in the timing or outcome of purchasing decisions.

Capital

The Company has not generated positive cash flows since inception and has recognized approximately $14.2 million in net operating losses, which raises substantial doubt about the ability of the Company to continue as a going concern. The Company has been dependent upon

achieving positive cash flow from operations and convertible debt financing to fund ongoing operations.

Additionally, the Company anticipated capital needs of approximately $1,000,000 over a 12- month period to execute Management’s plan of operations, including the purchase of inventory, sales support, general and administrative expenses and expenditures required for the delivery of our products. Additional financing to support our proposed operations has now become critical.

Due to our extremely low stock price, our sources of equity and convertible debt funding appear to be no longer available. Our cash flow from product sales is insufficient. The Company has exhausted its funds and is no longer able to continue operations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

~~Number~~99.1 Notice of Entry of Order in the State of Nevada, dated December 23, 2020.

Description

99.1

Ambient Water Corporation Assignment for the Benefit of Creditors dated February 20, 2018

99.2

Ambient Water, Inc. Assignment for the Benefit of Creditors dated February 20, 2018

SIGNATURES

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

Dated: February 20, 2018

Ambient Water Corporation

By: /s/ ~~Jeff~~Jeffrey ~~Stockdale~~DeNunzio

~~______________________________~~Name: Jeffrey DeNunzio

~~By: Jeff~~Interim ~~Stockdale~~Director

~~Title~~Dated: ~~President;~~March ~~Chief~~10, ~~Operating Officer~~2021

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