Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended September 30, 2023

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

For the transition period from ________ to ________

Commission file number: 000-56030

ENERGY and WATER DEVELOPMENT CORP.

(Exact Name of Registrant as Specified in Its Charter)

Florida		30-0781375
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

7901 4th Street N STE #4174, St Petersburg, Florida 33702

(Address of Principal Executive Offices, including Zip Code)

Tel No.: 305-517-7330

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s classes of common stock as of January 5, 2024 was 261,268,040 shares.

INDEX

		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
SIGNATURES		28

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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

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

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

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Energy and Water Development Corp.

Condensed Consolidated Balance Sheets


	September 30,			December 31,
	2023			2022
	(Unaudited)
Assets
Current assets:
Cash	$	115,831		$	40,886
Accounts receivable		—			52,761
Inventory		468,004			457,646
Prepaid expenses and other current assets		317,581			315,222
Total current assets		901,416			866,515
Property and equipment, net		320,619			245,667
Operating lease right-of-use asset		9,744			62,113
Total assets		1,231,779			1,174,295

Liabilities and stockholders' deficit
Current liabilities
Accounts payable and accrued expenses	$	989,768		$	1,023,563
Accounts payable - related party		—			27,029
Convertible loans payable, net of discounts		168,538			73,664
Due to officers		318,295			222,492
Derivative liability		288,389			184,025
Current portion of operating lease liability		9,744			62,113
Current portion of financing lease liability		38,317			14,327
Total current liabilities		1,813,051			1,607,213
Financing lease liability, net of current portion		103,988			48,946
Total Liabilities		1,917,039			1,656,159

Commitments and contingencies		—			—
Stockholders' deficit:
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, 9,780,976 shares issued and outstanding at both September 30, 2023 and December 31, 2022		9,781			9,781
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 222,682,942 and 182,934,483 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		222,683			182,934
Common stock subscriptions; 26,211,000 and 0 shares as of September 30, 2023 and December 31, 2022, respectively		866,600			—
Additional paid in capital		24,978,426			23,678,396
Accumulated deficit		(26,733,103	)		(24,337,973	)
Accumulated other comprehensive income (loss)		(29,647	)		(15,002	)
Total shareholders' deficit		(685,260	)		(481,864	)
Total liabilities and stockholders' deficit	$	1,231,779		$	1,174,295

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

Energy and Water Development Corp.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
General and Administrative Expenses
Professional fees	$	348,355		$	106,853		$	690,483		$	398,593
Officers’ salaries and payroll taxes		134,117			128,545			392,085			364,818
Marketing fees		—			129,714			23,832			223,313
Travel and entertainment		13,213			5,920			35,354			24,368
Other general and administrative expenses		314,303			146,268			719,030			384,559
Total general and administrative expenses		809,988			517,300			1,860,784			1,395,651

Loss from operations		(809,988	)		(517,300	)		(1,860,784	)		(1,395,651	)

Other income (expense)
Change in fair value of derivative		(189,042	)		—			(178,933	)		243,653
Other income (expense)		4,753			(134,599	)		7,076			(267,013	)
Loss on settlement of liabilities		—			—			(196,159	)		—
Interest income (expense), net		(71,755	)		—			(165,848	)		(125,712	)
Total other income (expense)		(256,044	)		(134,599	)		(533,864	)		(149,072	)

Loss before taxes		(1,066,032	)		(651,899	)		(2,394,648	)		(1,544,723	)

Tax (income) expenses		(443	)		—			482			—

Net loss	$	(1,065,589	)	$	(651,899	)	$	(2,395,130	)	$	(1,544,723	)

Other comprehensive income (loss)
Foreign currency translation adjustments		(28,295	)		76,694			(14,645	)		134,127
Total other comprehensive income (loss)		(28,295	)		76,694			(14,645	)		134,127

Comprehensive loss	$	(1,093,884	)	$	(575,205	)	$	(2,409,775	)	$	(1,410,596	)

Weighted average number of common shares outstanding		218,557,629			175,760,253			204,852,652			165,908,048
Net loss per common share - Basic and Diluted		(0.00	)		(0.00	)		(0.01	)		(0.01	)

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

Energy and Water Development Corp.

Condensed Statements of Changes in Stockholders’ Deficit

(Unaudited)


	Preferred Stock				Common Stock				Common Stock Subscriptions						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Loss			Deficit


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

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


	Preferred Stock				Common Stock				Common Stock Subscriptions						Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Loss			Deficit

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

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

Energy and Water Development Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	For the Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(2,395,130	)	$	(1,544,723	)
Reconciliation of net loss to net cash used in operating activities
Amortization of debt discount and deferred financing costs		151,404			63,296
Depreciation and amortization		57,873			7,778
Non-cash lease expense		52,369			—
Change in fair value of derivative liability and derivative expense		178,933			(243,653	)
Stock issued for services		—			268,100
Imputed interest on related party loans		3,305			—
Loss on settlement		196,159			—
Bad debt expense		52,761			—
Foreign currency (gain) loss		2,475			265,444
Changes in operating assets and liabilities:
Inventory		(10,358	)		(272,143	)
Prepaid expenses and other current assets		(2,359	)		75,370
Accounts payable, accrued expenses and deferred taxes		80,566			47,883
Due to related party		—			(71,095	)
Operating lease liabilities, current and non-current		(52,369	)		—
Due to officers		130,929			85,169
Cash used in operating activities		(1,553,442	)		(1,318,574	)

Cash flows from investing activities:
Purchase of property and equipment		(31,781	)		(78,123	)

Net cash used in investing activities		(31,781	)		(78,123	)

Cash flows from financing activities:
Proceeds from convertible notes		153,000			—
Repayments of convertible loans payable		—			(150,000	)
Proceeds from sale of stock		679,700			765,000
Proceeds from subscriptions		866,600			300,000
Payments of finance lease liabilities		(22,012	)		—
Costs associated with equity line of credit		—			(24,000	)

Cash provided by financing activities		1,677,288			891,000

Effect of exchange rate changes on cash		(17,120	)		(26,988	)

Net change in cash		74,945			(532,685	)
Cash, beginning of period		40,886			589,668
Cash, end of period	$	115,831		$	56,983

Supplemental cash flow information:
Cash paid for interest	$	5,788		$	67,940
Cash paid for taxes	$	—		$	—

Non-cash investing and financing activities:
Common shares issued for interest and fees	$	8,390		$	3,222
Reclassification of common stock subscriptions to common stock	$	—		$	747,650
Common shares issued for conversion of loans payable	$	128,000		$	50,000
Derivative liability discount	$	81,530		$	—
Derivative settled upon conversion of debt	$	156,099		$	110,507
Reclassification of liability to equity for subscriptions	$	—		$	377,350
Addition of finance lease obligation	$	101,044		$	—

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

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 1. Incorporation and Nature of Operations

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

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

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

To ensure the Company is positioned to service its growing business in one of the EU’s most environmentally progressive countries, the Company has a branch registered to conduct business in Germany and two wholly-owned German subsidiaries: Energy and Water Development Deutschland GmbH (“EAWD Deutschland”) and EAWD Logistik GmbH (“EAWD Logistik”).

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of EAWD and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

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

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

Foreign currency translation

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

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

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Use of Estimates

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

Leases

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

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable.

Cash

The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has $115,831 and $40,886 cash as of September 30, 2023 and December 31, 2022, respectively.

Inventory

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

Prepaid Expenses and Other Current Assets

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

Property and Equipment

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

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

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Revenue Recognition

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

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

Fair Value of Financial Instruments

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 a measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

Described below are the three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities,

Level 2 – Observable prices that are based on inputs not quoted on active markets, but corroborated by market data,

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

The application of the three levels of the fair value hierarchy under ASC Topic 820-10-35, our derivative liabilities as of September 30, 2023 and December 31, 2022 were $288,389 and $184,025, respectively and measured on Level 3 inputs.

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts derivative financial instruments to fair value on a recurring basis. The fair value for other assets and liabilities such as cash, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, deferred cost and deferred revenue have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its indebtedness approximates fair value based on current yields for debt instruments with similar terms.

Loss Per Common Share

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

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Related Party Transactions

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as:

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

Note 3. Recently Issued Accounting Standards

Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Corporation’s future financial statements. The following are a summary of recent accounting developments.

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

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 4. Going Concern

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

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

Management expects sales operations to continue to expand. If necessary, the Company will need to raise additional funds during 2023. Management of the Company intends to raise additional funds through the issuance of equity securities or debt, credit lines or advances from suppliers. The ability of the Company to continue as a going concern depends upon its ability to generate sales or obtain additional funding to finance operating losses until the Corporation is profitable.

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

Note 5. Accounts Receivable

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

On September 1, 2023 EAWD and EAWC-TV entered into a settlement agreement whereby the unpaid balance on the equipment of $52,761 was written off in accordance with the Company’s intent to terminate the distribution agreement. As such, the Company’s outstanding accounts receivable balance on the accompanying consolidated balance sheets as of September 30, 2023 and December 31, 2022 were $0 and $52,761, respectively.

Note 6. Inventory

The components of inventory as of September 30, 2023 and December 31, 2022, consisted of the following:

Schedule of inventory
	September 30,		December 31,
	2023		2022
		(Unaudited)
Work in progress	$	468,004	$	457,646
Inventory, net	$	468,004	$	457,646

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 7. Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022, consisted of the following:


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

Note 8. Property and Equipment, net

The components of property and equipment as of September 30, 2023 and December 31, 2022 consisted of the following:

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

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

Note 9. Accounts Payable and Accrued Expenses and Accounts payable – Related Party

Significant components of accounts payable and accrued expenses as of September 30, 2023 and December 31, 2022 are as follows:


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

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

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 10. Convertible Loans Payable

As of September 30, 2023 and December 31, 2022, the balance of convertible loans payable net of discount was $168,538 and $73,664, respectively.

During the nine months ended September 30, 2023, the Company issued one convertible loan in the aggregate amount of $153,000. The note bears interest at 8% per annum and all matures within one year. The conversion features in the note met the definition of a derivative and required bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $81,530 and was recorded as a discount of the notes.

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

During the year ended December 31, 2021, the Company issued two convertible loans in the aggregate amount of $404,000. The notes bore interest at 8% per annum and all matured within one year. On October 21, 2021, the Maturity Date of the $304,000 loan was extended from March 25, 2022 to April 21, 2022. The embedded beneficial conversion features in the notes met the definition of a derivative and required bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $746,672 and was recorded as a discount of the notes. During the year ended December 31, 2022, the remaining balance of these loans was fully repaid or converted.

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

Derivative Liability

The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debentures and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Based on the various convertible notes described above, the fair value of applicable derivative liabilities on notes and change in fair value of derivative liability are as follows as of September 30, 2023 and December 31, 2022:


	Total
Balance as of December 31, 2021	$	354,160
Change Due to Issuances		175,026
Change due to exercise / redemptions		(110,507	)
Change in fair value		(234,654	)
Balance as of December 31, 2022		184,025
Change in fair value		(30,593	)
Balance as of March 31, 2023 (Unaudited)		153,432
Change due to exercise / redemptions		(113,806	)
Change in fair value		20,484
Balance of derivative liability as of June 30, 2023 (Unaudited)	$	60,110
Change Due to Issuances		81,530
Change due to exercise / redemptions		(42,293	)
Change in fair value		189,042
Balance of derivative liability as of September 30, 2023 (Unaudited)	$	288,389

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the periods ended September 30, 2023 and December 31, 2022 is as follows:

Schedule of quantitative information
		September 30, 2023			December 31, 2022
		(Unaudited)

Stock price	$	0.03 - 0.05		$	0.04 - 0.19
Exercise price	$	0.02 -0.03		$	0.02 - 0.10
Contractual term (in years)		0.49-1.00			0.68 - 1.00
Volatility (annual)		184%-219	%		140% - 1,313	%
Risk-free rate		5.40%-5.53	%		0.51% - 4.73	%

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

Financial Liabilities Measured at Fair Value on a Recurring Basis

Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants and derivative liabilities:


	Fair Value measured at September 30, 2023 (Unaudited)
	Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Fair value at December 31
	(Level 1)		(Level 2)		(Level 3)		2023
Derivative liability	$	—	$	—	$	288,389	$	288,389
Total	$	—	$	—	$	288,389	$	288,389

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

There were no transfers between Level 1, 2 or 3 during the nine months ended September 30, 2023 and 2022.

During the three and nine months ended September 30, 2023 the Company recorded losses of $189,042 and $178,933, respectively, and for the three and nine months ended September 30, 2022, the Company recognized gains of $0 and $243,653, respectively, from the change in fair value of derivative liability.

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 11. Leases

Finance leases

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

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

The Company incurred amortization expense for its financing leases of $29,458 and $0 during the three months ended September 30, 2023 and 2022, respectively, which was included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. During the nine months ended September 30, 2023 and 2022, the Company made cash lease payments of $29,458 and $0, respectively. As of September 30, 2023 and December 31, 2022, the financing lease right-of-use asset was $141,615 and $64,416, respectively, and is included in property and equipment, net on the condensed consolidated balance sheets, the current portion of financing lease liability was $38,317 and $14,327, respectively, and the financing lease liability, net of current portion was $103,988 and $48,946, respectively.

Operating leases

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

The Company’s weighted-average remaining lease term relating to its operating leases is 0.17 years, with a weighted-average discount rate of 8.00%.

The Company incurred lease expense for its operating leases of $55,153 and $23,087 during the three months ended September 30, 2023 and 2022, respectively, which was included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. During the nine months ended September 30, 2023 and 2022, the Company made cash lease payments of $55,153 and $23,087, respectively. At September 30, 2023 and December 31, 2022, the operating lease right-of-use asset was $9,744 and $62,113, respectively, the current portion of operating lease liability was $9,744 and $62,113, respectively, and the operating lease liability, net of current portion was $0 and $0, respectively.

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


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

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 12. Related Party Transactions

Due to officers

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

Schedule of due to officers
	September 30,		December 31,
	2023		2022
		(Unaudited)
Ralph Hofmeier:
Unsecured advances due to officer	$	15,288	$	56,400
Accrued salaries		148,452		86,265
Total due to Ralph Hofmeier		163,740		142,665

Irma Velazquez:
Unsecured advances due to officer		8,153		10,393
Accrued salaries		146,402		69,434
Total due to Irma Velazquez		154,555		79,827
Total amounts due to officers	$	318,295	$	222,492

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

Officer Compensation

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

Virhtech GmbH

Investor deposit and officer compensation

On January 18, 2023, the Company issued 6,952,523 shares of the Company’s common stock to officers for accrued salaries payable valued at $168,126.

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

As of June 30, 2023, the Company received deposits in the amount of $30,000 for 1,500,000 common shares related to common stock subscriptions that were issued during the quarter ended September 30, 2023.

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

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 13. Stockholders’ Equity (Deficit)

Preferred Stock

Authorized: 500,000,000 shares of voting preferred stock with a par value of $0.001. As of both September 30, 2023 and December 31, 2022, the Company had 9,780,796 shares of preferred stock issued and outstanding.

Common Stock

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

Sale of Common Stock and Subscriptions:

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

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

From April 1, 2022 through June 30, 2022, the Company has issued 8,527,947 common shares related to subscriptions outstanding at March 31, 2022 for total cash consideration of $437,450.

From January 1, 2023 through March 31, 2023, the Company issued 375,000 shares of the Company’s common stock to investors for an aggregate purchase price of $37,500.

From April 1, 2023 through June 30, 2023, the Company sold 8,940,000 shares of the Company’s common stock to investors for an aggregate purchase price of $194,300, of which 2,750,000 shares and 6,420,000 shares were issued in the third and fourth quarter of 2023, respectively.

From July 1, 2023 through September 30, 2023, the Company sold 23,791,000 shares of the Company’s common stock to investors for an aggregate purchase price of $807,800, of which 2,750,000 shares were issued during the third quarter of 2023 and the remaining 21,041,000 shares were issued during the fourth quarter of 2023.

Shares issued pursuant to ELOC:

On January 26, 2022 the Company entered into a two year equity line of credit (“ELOC”) with an investor to provide up to $5 million. As of March 31, 2022, 500,000 common shares had been issued pursuant to this agreement as the commitment fee at a fair value of $80,000.

On January 26, 2022, the Company entered into a Securities Purchase Agreement with an investor. As of March 31, 2022, 2,000,000 common shares were issued pursuant to this agreement for a purchase price of $300,000. In the third quarter of 2022, an additional 4,023,368 common shares were issued pursuant to ELOC for a purchase price of $450,000.

In the fourth quarter of 2022, the Company issued an additional 5,064,421 shares of the Company’s common stock pursuant to the ELOC for a purchase price of $187,000.

In the first quarter of 2023, the Company issued an additional 5,310,988 shares of the Company's common stock pursuant to the ELOC for an aggregate purchase price of $196,000.

Shares issued upon conversion of convertible debt:

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

In the second quarter of 2023, the holder of our convertible debt elected to convert $93,000 in principal, $4,142 in accrued interest and $1,400 in other fees into 4,753,178 shares of common stock.

In the third quarter of 2023, the holder of our convertible debt elected to convert $35,000 in principal, $1,948 in accrued interest and $900 in other fees into 2,162,770 shares of common stock.

Shares issued for accrued salary:

On January 18, 2023, the Company issued an aggregate 6,250,000 shares of common stock to Gary Rodney at a per share price of $0.02 in full satisfaction of all accrued but unpaid amounts payable for services as interim chief financial officer pursuant to his consulting agreement by and between InfoQuest Technology, Inc. and the Company dated June 2, 2021. The Company recognized a loss of $196,159 related to the settlement that is included on the accompanying consolidated condensed statement of operations and comprehensive loss.

On January 18, 2023, the Company issued an aggregate 702,523 shares of common stock to Ralph Hofmeier the Company’s Chief Technology Officer and Chairman of the Board at a per share price of $0.05 in full satisfaction of all accrued but unpaid amounts payable pursuant to his employment agreement by and between Ralph Hofmeier and the Company dated August 4, 2022. The Company recognized a loss of $2,109 related to the settlement that is included in other income (expense) on the accompanying consolidated condensed statement of operations and comprehensive loss.

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 14. Commitments and Contingencies

Commitments

Equity Line of Credit

The Company entered into a two-year Equity Line of Credit pursuant to an Equity Purchase Agreement with Tysadco Partners, LLC, dated January 26, 2022. Pursuant to the agreement, Tysadco Partners agreed to invest up to $5,000,000 to purchase the Company’s Common Stock, par value $0.001 per share, and upon execution of the ELOC the Company issued an additional 500,000 shares of common stock to Tysadco Partners as commitment shares in accordance with the closing conditions within the ELOC. Requests are limited to the lesser of $1,000,000 or 500% of the average shares traded for the 10 days prior the Closing Request Date. The purchase price shall be 85% of the two lowest individual daily VWAP during the five (5) trading days immediately prior to the date the Request Notice is delivered (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of this Agreement). In addition, the Company and Tysadco Partners entered into a Registration Rights Agreement, whereby the Company shall register the securities on a registration statement covering the Offering Amount with the Securities and Exchange Commission (“SEC”) within forty-five days of filing its 10-K for the year ended December 31, 2021. The Company’s Registration Statement on Form S-1 registering 25,000,000 shares in connection with the ELOC was declared effective on July 5, 2022.

Employment Agreements

The Company entered into employment agreements with its Chief Executive Officer, Mr. Ralph Hofmeier, and its Chief Operating Officer, Ms. Irma Velazquez (collectively the “Employment Agreements”), effective January 1, 2012. Under the Employment Agreements, the Corporation will pay each of Mr. Hofmeier and Ms. Velazquez an annual base salary of $125,000 during the first year and $150,000 during the second year and forward. Any increase to the annual base salary after the second year is subject to approval by the Corporation’s Board of Directors. The Employment Agreements each had initial terms of ten (10) years and is automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew. These contracts expired on August 4, 2022.

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

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

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

Energy and Water Development Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Lease

Our registered office is located at 7901 4th Street N STE #4174, St. Petersburg, Florida 33702. Our telephone number is +1 (727) 677-9408. Office services are contracted for on a month-to-month basis in this address. In October 2020, the Company established its official registered branch in Hamburg Germany; the office address until March 31, 2021 was Offakamp 9f- 2.17. On April 1, 2021, the Company entered into two lease agreements for a workshop located at Industriestraße 17, 25462 Relligen and an office located at Ballindam 3 20095 Hamburg, Germany. Our telephone number is +49 40 809081354. Rent expense for the three months ending September 30, 2023 and 2022 amounted to $24,006 and $22,247, respectively, and rent expense for the nine months ended September 30, 2023 and 2022 amounted to $100,793 and $41,768.

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

Contingencies

From time to time, the Corporation may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty, the Corporation’s management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on its operating results, financial position or cash flows.

Litigation

EAWD vs Packard and Co-Defendant Nick Norwood – Case number 18-031011 CA-01 Miami-Dade County Circuit Court. The Company is demanding the proof of payment for shares issued in 2008. The parties are currently scheduled to participate in non-binding arbitration.

EAWD vs Nerve Smart Systems ApS (“Nerve”) - Case number BS-15264/2022– The Court of Roskilde, Denmark. On April 2022, the Company filed a claim against Nerve demanding the return of the amounts paid by the Company for a Battery Energy Storage System that was never delivered by Nerve to the Company, and therefore Nerve did not meet the requirements and specifications of the contract with the Company. The Company is confident there will be a positive outcome in this case. This matter is not expected to be resolved prior to 2024 due to the long waiting times of the Danish court System.

Note 15. Subsequent Events

On October 2, 2023, the Company issued 3,496,616 shares of common stock to GS Capital Partners, LLC for conversion of $50,000 of principal, $3,682 of accrued interest and $900 in other fees on the convertible loan payable.

For the three months ended September 30, 2023, the Company received deposits in the amount of $866,600 for 26,211,000 common shares related to common stock subscriptions that were issued in October and November 2023.

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

In October and November 2023, the company issued 459,279 and 56,976 shares of common stock per the 2022 Long Term Incentive Plan with conversion prices per share of $0.032 and $0.087, respectively, for third-party services.

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

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

INTRODUCTORY STATEMENT

The following discussion should be read in conjunction with our condensed financial statements and the notes to those condensed financial statements that are included elsewhere in this Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Forward-Looking Statements.”

RESULTS of OPERATIONS

Results of Operations for the Three Months ended September 30, 2023 Compared to the Three Months ended September 30, 2022

	For the Three Months Ended September 30,
	2023			2022
General and Administrative Expenses
Professional fees	$	348,355		$	106,853
Officers’ salaries and payroll taxes		134,117			128,545
Marketing fees		—			129,714
Travel and entertainment		13,213			5,920
Other general and administrative expenses		314,303			146,268
Total general and administrative expenses		809,988			517,300

Loss from operations		(809,988	)		(517,300	)

Other income (expense)
Change in fair value of derivative		(189,042	)		—
Other income (expense)		4,753			(134,599	)
Loss on settlement of liabilities		—			—
Interest income (expense), net		(71,755	)		—
Total other income (expense)		(256,044	)		(134,599	)

Loss before taxes		(1,066,032	)		(651,899	)

Tax (income) expense		(443	)		—

Net loss	$	(1,065,589	)	$	(651,899	)

General and Administrative Expense

General and administrative expense increased by $292,688 to $809,988 for the three months ended September 30, 2023 from $517,300 for the three months ended September 30, 2022.

The increase in general and administrative expenses was primarily due to an increase in professional fees of $241,502, officer’s salaries of $5,572, travel and entertainment expenses by $7,293 and other general and administrative expenses of $168,035, offset by a decrease in marketing fees of $129,714.

Other Income (Expense)

Other expense increased by $121,445 to $256,044 for the three months ended September 30, 2023 compared to other expense of $134,599 for the three months ended September 30, 2022. The increase in other expense is the result of an increase in the fair value of derivative of $189,042, and an increase in interest expense of $71,755, offset by an increase in other income of $139,352.

Net Loss

Net loss increased by $413,690 to $1,065,589 for the three months ended September 30, 2023 from $651,899 for the three months ended September 30, 2022. This decrease was attributable to the net increases and decreases as discussed above.

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


	For the Nine Months Ended September 30,
	2023			2022
General and Administrative Expenses
Professional fees	$	690,483		$	398,593
Officers’ salaries and payroll taxes		392,085			364,818
Marketing fees		23,832			223,313
Travel and entertainment		35,354			24,368
Other general and administrative expenses		719,030			384,559
Total general and administrative expenses		1,860,784			1,395,651

Loss from operations		(1,860,784	)		(1,395,651	)

Other income (expense)
Change in fair value of derivative		(178,933	)		243,653
Other income (expense)		7,076			(267,013	)
Loss on settlement of liabilities		(196,159	)		—
Interest income (expense), net		(165,848	)		(125,712	)
Total other income (expense)		(533,864	)		(149,072	)

Loss before taxes		(2,394,648	)		(1,544,723	)

Tax (income) expense		482			—

Net loss	$	(2,395,130	)	$	(1,544,723	)

General and Administrative Expense

General and administrative expense increased by $465,133 to $1,860,784 for the nine months ended September 30, 2023 from $1,395,651 for the nine months ended September 30, 2022.

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

Other Income (Expense)

Other expense increased by $384,792 to $533,864 of other expense for the nine months ended September 30, 2023 compared to other expense of $149,072 for the nine months ended September 30, 2022. The increase in other expense is the result of a decrease in the change in fair value derivative liability of $422,586, loss on settlement of liabilities of $196,159 and increase in interest expense of $40,136, offset by a decrease in other expense of $274,089.

Net Loss

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

LIQUIDITY and CAPITAL RESOURCES

We had $115,831 cash and negative working capital of $911,635 as of September 30, 2023. Our operating and capital requirements in connection with supporting our operations will continue to be significant. Since inception, our losses from operations and working capital requirements have been satisfied through the deferral of payment for services performed by our founders and related parties discussed more fully below.

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

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

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

Net cash used in operating activities

We used $1,553,442 of cash in our operating activities in 2023 compared to $1,318,574 used in 2022. The increase in cash used of $234,868 is primarily due to a decrease in stock issued for services of $268,100 decrease in foreign currency loss of $262,969 and an increase in net loss of $850,407, offset by an increase in amortization of debt discount and deferred financing costs of $88,108, increase in depreciation and amortization expense of $50,095, increase of non-cash lease expense of $52,369, decrease in change in fair value derivative liability and derivative expense of $422,586, increase in imputed interest on related party loans of $3,305, increase in loss on settlement of $196,159, and increase in bad debt expense of $52,761, as well as a decrease in cash used by working capital items of $281,225 principally related to a decrease in inventory of $261,785, a decrease in accounts payable, accrued expenses and deferred taxes of $32,683, an increase in due to officers of $45,760 and a decrease in due to related party of $71,095, offset by a decrease in prepaid expenses and other current assets of $77,729 and an increase in operating lease liabilities, current and non-current of $52,369.

Cash Flows from Investing Activities

The Company used $31,781 in cash from investing activities in 2023 as compared to $78,123 in 2022.

Cash Flows from Financing Activities

The Company received $1,677,288 (2023) and $891,000 (2022) in cash provided from financing activities. The net increase of $786,288 is due to $679,700 of proceeds from sale of stock, proceeds from subscriptions of $866,600 and proceeds from convertible notes of $153,000, offset by payments made on finance lease liabilities of $22,012.

Financial Position

Total Assets – As of September 30, 2023 the Company had $1,231,779 of total assets representing $115,831 in cash, $468,004 in inventory, $317,581 in prepaid expenses and other current assets, $320,619 in property and equipment, and $9,744 in operating lease right-of-use asset.

PLAN OF OPERATION AND FUNDING

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

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

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

The Company plans to generate revenue from the sale of EAWD Off-Grid AWG Systems, EAWD Off-Grid EV Charging Stations, EAWD Off-Grid Power Systems, and EAWD Off-Grid Water Purification Systems, royalties from the commercialization of energy and water in certain cases, and the licensing of our innovated technologies, as well as from its engineering, technical consulting, and project management services.

MATERIAL COMMITMENTS

Employment Agreements

The Company entered into employment agreements with each of Irma Velazquez, its Chief Executive Officer and Vice Chairman of the Board, and Ralph Hofmeier, its Chairman of the Board and Chief Technology Officer, effective August 4, 2022 (together, the “Executive Employment Agreements”). Under the Executive Employment Agreements, the Company agreed to pay each of Ms. Velazquez and Mr. Hofmeier an annual base salary of €200,000, which is approximately $210,000 per year with discretionary cash and equity bonuses available based on the Board’s assessment of the executive’s performance against applicable performance objectives as well as Company performance. Any increase to the annual base salary is subject to approval by the Company’s Board of Directors. The foregoing descriptions of the Executive Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the copy of each agreement filed as Exhibits 10.1 and 10.2 the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC.

The Company also entered into employment agreements with 4 other employees, effective during the 3rd quarter of 2021. In 2022, The Company dismissed two employees to upgrade these positions as technical assistants.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

GOING CONCERN

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

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

At the filling date of this report, management is working to conclude the sales in Germany and in other regions of the world relating to the previously approved proposals, which would bring a growing revenue. Managements plans to expand the sales operations by greater market penetration of the agricultural, industrial and community development markets with its innovative water and energy generation solution. Management also plans to raise additional funds during 2022 through the issuance of equity securities, from deposits related to customer purchase orders, and, if necessary, loans from management and third-party lenders. Management also plans to reduce expenses by centralizing the assembly, logistics and administrative operations of the Company into a larger, self-sufficient, off-grid location that will be able to house the storage of supplies and inventory, as well as provide space for assembly and administrative operations. The Company is also planning to acquire its own electric vehicles to reduce its supply transportation costs.

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

ADDRESSING CHALLENGES POST-COVID-19

COVID-19 is an incomparable global public health emergency that has affected almost every industry and has caused the worst global economic contraction of the past 80 years (IMF) and the current war in Ukraine has also caused significant changes in consumer behavior and purchasing patterns, supply chain routing, the dynamics of current market forces, and government oversight and intervention. Disruptive activities could include the temporary closure of our manufacturing facilities and those used in our supply chain processes, restrictions on the export or shipment of our products, significant cutback of ocean container delivery from Germany, business closures in impacted areas, and restrictions on our employees’ and consultants’ ability to travel and to meet with customers. The extent to which COVID-19 or the war in Ukraine impacts our results will depend on future developments, which still uncertain and cannot be predicted, including new information which may emerge concerning the severity of the current conflict as well as virus variants and the actions to contain it or treat its impact, among others. COVID-19 and the war in Ukraine could also continue to result in social, economic and labor instability in the countries in which we or our customers and suppliers operate.

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

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

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are set forth in Note 2 to the condensed financial statements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

We do not expect the adoption of recently issued accounting pronouncements as discussed in Note 3 to have a significant impact on our results of operations, financial position or cash flow.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) as of December 31, 2022. This evaluation was carried out by our Principal Executive Officer and our Principal Finance Officer. Based on that evaluation, our Principal Executive Officer and our Principal Finance Officer concluded that, as of September 30, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses, which have caused management to conclude that, as of September 30, 2023, our disclosure controls and procedures were not effective:

	·	Inadequate segregation of duties, due to lack of human resources
	·	Limited level of multiple reviews among those tasked with preparing the financial statements,
	·	Lack of a more formal internal control environment.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

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

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2023 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

EAWD vs Packard and Co-Defendant Nick Norwood - Case number 18-031011 CA-01 Miami-Dade County Circuit Court. The Company is demanding the proof of payment for shares issued in 2008. The parties are currently scheduled to participate in non-binding arbitration.

EAWD vs Nerve Smart Systems ApS (“Nerve”) Case number BS-15264/2022– The Court of Roskilde, Denmark. On April 2022, the Company filed a claim against Nerve demanding the return of amounts paid by the Company for a Battery Energy Storage System that was never delivered by Nerve to the Company, and therefore Nerve did not meet the requirements and specifications of the contract with the Company. The Company is confident there will be a positive outcome. This matter is not expected to be resolved prior to 2024 due to the long waiting times of the Danish court System.

ITEM 1A. RISK FACTORS

We are a smaller reporting company and are not required to provide the information under this item.

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

The Company issued 39,748,459 common shares during the nine months ended September 30, 2023.

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

The proceeds were used to cover expenses of Company operations.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

N/A

ITEM 5. OTHER INFORMATION

N/A

ITEM 6. EXHIBITS

EXHIBIT INDEX

Incorporated by Reference

Filed or Furnished

Exhibit #

Exhibit Description

Form

Date Filed

Exhibit #

Herewith

31.1

Certification of Principal Executive Officer (Section 302)

31.2

Certification of Principal Financial Officer (Section 302)

32.1

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

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

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

SIGNATURES

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

	Energy and Water Development Corp.

Date: January 12, 2024	By:	/s/ Irma Velazquez
		Irma Velazquez
		Chief Executive Officer (Principal Executive Officer)

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

Signature	Title	Date

/s/ Irma Velazquez	Chief Executive Officer, Director, and	January 12, 2024
Irma Velazquez	Vice-Chairperson of the Board (Principal Executive Officer)

/s/ Amedeo Montonati	Chief Financial Officer (Principal Financial Officer and	January 12, 2024
Amedeo Montonati	Principal Accounting Officer)

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Irma Velazquez, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Energy and Water Development Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

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

Date: January 12, 2024

/s/ Irma Velazquez

Irma Velazquez

Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Amedeo Montonati, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Energy and Water Development Corp.;

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

Date: January 12, 2024

/s/ Amedeo Montonati

Amedeo Montonati

Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energy and Water Development Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof, I, Irma Velazquez, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

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

/s/ Irma Velazquez

Irma Velazquez

Chief Executive Officer
(Principal Executive Officer)

Date: January 12, 2024

In connection with the Quarterly Report of Energy and Water Development Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof, I, Amedeo Montonati, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

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

/s/Amedeo Montonati

Amedeo Montonati

Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Date: January 12, 2024

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Jan. 05, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-56030
Entity Registrant Name	ENERGY and WATER DEVELOPMENT CORP.
Entity Central Index Key	0001563298
Entity Tax Identification Number	30-0781375
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	7901 4th Street
Entity Address, Address Line Two	N STE #4174
Entity Address, City or Town	St Petersburg
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33702
City Area Code	305
Local Phone Number	517-7330
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		261,268,040

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

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	500,000,000	500,000,000
Preferred stock, share issued	9,780,976	9,780,976
Preferred stock, shares outstanding	9,780,976	9,780,976
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	222,682,942	182,934,483
Common stock, shares outstanding	222,682,942	182,934,483
Common stock subscriptions, shares	26,211,000	0

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
General and Administrative Expenses
Professional fees	$ 348,355	$ 106,853	$ 690,483	$ 398,593
Officers’ salaries and payroll taxes	134,117	128,545	392,085	364,818
Marketing fees	0	129,714	23,832	223,313
Travel and entertainment	13,213	5,920	35,354	24,368
Other general and administrative expenses	314,303	146,268	719,030	384,559
Total general and administrative expenses	809,988	517,300	1,860,784	1,395,651
Loss from operations	(809,988)	(517,300)	(1,860,784)	(1,395,651)
Other income (expense)
Change in fair value of derivative	(189,042)	0	(178,933)	243,653
Other income (expense)	4,753	(134,599)	7,076	(267,013)
Loss on settlement of liabilities	0	0	(196,159)	0
Interest income (expense), net	(71,755)	0	(165,848)	(125,712)
Total other income (expense)	(256,044)	(134,599)	(533,864)	(149,072)
Loss before taxes	(1,066,032)	(651,899)	(2,394,648)	(1,544,723)
Tax (income) expenses	(443)	0	482	0
Net loss	(1,065,589)	(651,899)	(2,395,130)	(1,544,723)
Other comprehensive income (loss)
Foreign currency translation adjustments	(28,295)	76,694	(14,645)	134,127
Total other comprehensive income (loss)	(28,295)	76,694	(14,645)	134,127
Comprehensive loss	$ (1,093,884)	$ (575,205)	$ (2,409,775)	$ (1,410,596)

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Weighted average number of common shares outstanding, basic	218,557,629	175,760,253	204,852,652	165,908,048
Weighted average number of common shares outstanding, diluted	218,557,629	175,760,253	204,852,652	165,908,048
Net loss per common share - basic	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Net loss per common share - diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)

Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock Subscriptions [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 9,781	$ 143,840	$ 792,745	$ 20,777,401	$ (22,395,393)	$ (42,444)	$ (714,070)
Beginning balance, shares at Dec. 31, 2021	9,780,796	143,840,643	15,855,000
Sale of Common Stock		$ 17,453	$ (747,650)	1,030,197			300,000
Sale of Common Stock, shares		17,453,000	(14,953,000)
Common stock issued for services		$ 520		88,080			88,600
Common stock issued for services, shares		520,000
Common stock issued to satisfy convertible debt		$ 541		49,459			50,000
Common stock issued to satisfy convertible debt, shares		540,716
Stock issued for interest and fees		$ 35		3,187			3,222
Stock issued for interest and fees, shares		34,842
Subscriptions liability reclassification to subscriptions			$ 377,350				377,350
Subscriptions liability reclassification to subscriptions, shares			7,547,000
Derivative settled upon conversion of debt				110,507			110,507
Subscription deposits received			$ 300,000				300,000
Subscription deposits received, shares			1,875,000
Costs associated with equity line of credit				(24,000)			(24,000)
Net loss					(358,710)		(358,710)
Other comprehensive loss						13,970	13,970
Ending balance, value at Mar. 31, 2022	$ 9,781	$ 162,389	$ 722,445	22,034,831	(22,754,103)	(28,474)	146,869
Ending balance, shares at Mar. 31, 2022	9,780,796	162,389,201	10,324,000
Beginning balance, value at Dec. 31, 2021	$ 9,781	$ 143,840	$ 792,745	20,777,401	(22,395,393)	(42,444)	(714,070)
Beginning balance, shares at Dec. 31, 2021	9,780,796	143,840,643	15,855,000
Net loss							(1,544,723)
Ending balance, value at Sep. 30, 2022	$ 9,781	$ 177,870		23,386,295	(23,940,116)	91,683	(274,487)
Ending balance, shares at Sep. 30, 2022	9,780,796	177,870,062
Beginning balance, value at Mar. 31, 2022	$ 9,781	$ 162,389	$ 722,445	22,034,831	(22,754,103)	(28,474)	146,869
Beginning balance, shares at Mar. 31, 2022	9,780,796	162,389,201	10,324,000
Sale of Common Stock		$ 10,403	$ (722,445)	727,042			15,000
Sale of Common Stock, shares		10,402,947	(10,324,000)
Common stock issued for services		$ 227		49,773			50,000
Common stock issued for services, shares		227,273
Subscription deposits received			$ 150,000				150,000
Subscription deposits received, shares			1,000,000
Net loss					(534,114)		(534,114)
Other comprehensive loss						43,463	43,463
Ending balance, value at Jun. 30, 2022	$ 9,781	$ 173,019	$ 150,000	22,811,646	(23,288,217)	14,989	(128,782)
Ending balance, shares at Jun. 30, 2022	9,780,796	173,019,421	1,000,000
Sale of Common Stock		$ 4,023	$ (150,000)	445,977			300,000
Sale of Common Stock, shares		4,023,368	(1,000,000)
Common stock issued for services		$ 828		128,672			129,500
Common stock issued for services, shares		827,273
Subscription deposits received
Net loss					(651,899)		(651,899)
Other comprehensive loss						76,694	76,694
Ending balance, value at Sep. 30, 2022	$ 9,781	$ 177,870		23,386,295	(23,940,116)	91,683	(274,487)
Ending balance, shares at Sep. 30, 2022	9,780,796	177,870,062
Beginning balance, value at Dec. 31, 2022	$ 9,781	$ 182,934		23,678,396	(24,337,973)	(15,002)	(481,864)
Beginning balance, shares at Dec. 31, 2022	9,780,796	182,934,483
Sale of Common Stock		$ 5,686	$ 310,700	227,814			544,200
Sale of Common Stock, shares		5,685,988	13,674,000
Common stock issued to officers for accrued salary		$ 6,953		357,332			364,285
Common stock issued to officers for accrued salary, shares		6,952,523
Imputed interest on related party loans				3,305			3,305
Net loss					(710,026)		(710,026)
Other comprehensive loss						(5,618)	(5,618)
Ending balance, value at Mar. 31, 2023	$ 9,781	$ 195,573	$ 310,700	24,266,847	(25,047,999)	(20,620)	(285,718)
Ending balance, shares at Mar. 31, 2023	9,780,796	195,572,994	13,674,000
Beginning balance, value at Dec. 31, 2022	$ 9,781	$ 182,934		23,678,396	(24,337,973)	(15,002)	(481,864)
Beginning balance, shares at Dec. 31, 2022	9,780,796	182,934,483
Net loss							(2,395,130)
Ending balance, value at Sep. 30, 2023	$ 9,781	$ 222,683	$ 866,600	24,978,426	(26,733,103)	(29,647)	(685,260)
Ending balance, shares at Sep. 30, 2023	9,780,796	222,682,942	26,211,000
Beginning balance, value at Mar. 31, 2023	$ 9,781	$ 195,573	$ 310,700	24,266,847	(25,047,999)	(20,620)	(285,718)
Beginning balance, shares at Mar. 31, 2023	9,780,796	195,572,994	13,674,000
Sale of Common Stock		$ 14,694	$ (310,700)	321,506			25,500
Sale of Common Stock, shares		14,694,000	(13,674,000)
Common stock issued to satisfy convertible debt		$ 4,479		88,521			93,000
Common stock issued to satisfy convertible debt, shares		4,479,247
Common stock issued for interest and fees		$ 274		5,268			5,542
Common stock issued for interest and fees, shares		273,931
Derivative settled upon conversion of debt				113,806			113,806
Subscription deposits received			$ 30,000				30,000
Subscription deposits received, shares			1,500,000
Net loss					(619,515)		(619,515)
Other comprehensive loss						19,268	19,268
Ending balance, value at Jun. 30, 2023	$ 9,781	$ 215,020	$ 30,000	24,795,948	(25,667,514)	(1,352)	(618,117)
Ending balance, shares at Jun. 30, 2023	9,780,796	215,020,172	1,500,000
Subscriptions liability reclassification to subscriptions			$ 113,800				113,800
Subscriptions liability reclassification to subscriptions, shares			5,170,000
Sale of Common Stock		$ 5,500	$ (30,000)	104,500			80,000
Sale of Common Stock, shares		5,500,000	(1,500,000)
Common stock issued to satisfy convertible debt		$ 2,000		33,000			35,000
Common stock issued to satisfy convertible debt, shares		2,000,000
Common stock issued for interest and fees		$ 163		2,685			2,848
Common stock issued for interest and fees, shares		162,770
Derivative settled upon conversion of debt				42,293			42,293
Subscription deposits received			$ 752,800				752,800
Subscription deposits received, shares			21,041,000
Net loss					(1,065,589)		(1,065,589)
Other comprehensive loss						(28,295)	(28,295)
Ending balance, value at Sep. 30, 2023	$ 9,781	$ 222,683	$ 866,600	$ 24,978,426	$ (26,733,103)	$ (29,647)	$ (685,260)
Ending balance, shares at Sep. 30, 2023	9,780,796	222,682,942	26,211,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (2,395,130)	$ (1,544,723)
Reconciliation of net loss to net cash used in operating activities
Amortization of debt discount and deferred financing costs	151,404	63,296
Depreciation and amortization	57,873	7,778
Non-cash lease expense	52,369	0
Change in fair value of derivative liability and derivative expense	178,933	(243,653)
Stock issued for services	0	268,100
Imputed interest on related party loans	3,305	0
Loss on settlement	196,159	0
Bad debt expense	52,761	0
Foreign currency (gain) loss	2,475	265,444
Changes in operating assets and liabilities:
Inventory	(10,358)	(272,143)
Prepaid expenses and other current assets	(2,359)	75,370
Accounts payable, accrued expenses and deferred taxes	80,566	47,883
Due to related party	0	(71,095)
Operating lease liabilities, current and non-current	(52,369)	0
Due to officers	130,929	85,169
Cash used in operating activities	(1,553,442)	(1,318,574)
Cash flows from investing activities:
Purchase of property and equipment	(31,781)	(78,123)
Net cash used in investing activities	(31,781)	(78,123)
Cash flows from financing activities:
Proceeds from convertible notes	153,000	0
Repayments of convertible loans payable	0	(150,000)
Proceeds from sale of stock	679,700	765,000
Proceeds from subscriptions	866,600	300,000
Payments of finance lease liabilities	(22,012)	0
Costs associated with equity line of credit	0	(24,000)
Cash provided by financing activities	1,677,288	891,000
Effect of exchange rate changes on cash	(17,120)	(26,988)
Net change in cash	74,945	(532,685)
Cash, beginning of period	40,886	589,668
Cash, end of period	115,831	56,983
Supplemental cash flow information:
Cash paid for interest	5,788	67,940
Cash paid for taxes	0	0
Non-cash investing and financing activities:
Common shares issued for interest and fees	8,390	3,222
Reclassification of common stock subscriptions to common stock	0	747,650
Common shares issued for conversion of loans payable	128,000	50,000
Derivative liability discount	81,530	0
Derivative settled upon conversion of debt	156,099	110,507
Reclassification of liability to equity for subscriptions	0	377,350
Addition of finance lease obligation	$ 101,044	$ 0

Incorporation and Nature of Operations

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Incorporation and Nature of Operations

Note 1. Incorporation and Nature of Operations

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of EAWD and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Foreign currency translation

Use of Estimates

Leases

Cash

Inventory

Prepaid Expenses and Other Current Assets

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

Property and Equipment

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

Revenue Recognition

Fair Value of Financial Instruments

Described below are the three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities,

Level 2 – Observable prices that are based on inputs not quoted on active markets, but corroborated by market data,

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

Loss Per Common Share

Related Party Transactions

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as:

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

Recently Issued Accounting Standards

9 Months Ended

Sep. 30, 2023

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Standards

Note 3. Recently Issued Accounting Standards

Going Concern

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 4. Going Concern

Accounts Receivable

9 Months Ended

Sep. 30, 2023

Credit Loss [Abstract]

Accounts Receivable

Note 5. Accounts Receivable

Inventory

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventory

Note 6. Inventory

The components of inventory as of September 30, 2023 and December 31, 2022, consisted of the following:

Schedule of inventory
	September 30,		December 31,
	2023		2022
		(Unaudited)
Work in progress	$	468,004	$	457,646
Inventory, net	$	468,004	$	457,646

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

Note 7. Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022, consisted of the following:


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

Property and Equipment, net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Note 8. Property and Equipment, net

The components of property and equipment as of September 30, 2023 and December 31, 2022 consisted of the following:

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

Accounts Payable and Accrued Expenses and Accounts payable – Related Party

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses and Accounts payable – Related Party

Note 9. Accounts Payable and Accrued Expenses and Accounts payable – Related Party

Significant components of accounts payable and accrued expenses as of September 30, 2023 and December 31, 2022 are as follows:


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

Convertible Loans Payable

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Convertible Loans Payable

Note 10. Convertible Loans Payable

As of September 30, 2023 and December 31, 2022, the balance of convertible loans payable net of discount was $168,538 and $73,664, respectively.

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

Derivative Liability


	Total
Balance as of December 31, 2021	$	354,160
Change Due to Issuances		175,026
Change due to exercise / redemptions		(110,507	)
Change in fair value		(234,654	)
Balance as of December 31, 2022		184,025
Change in fair value		(30,593	)
Balance as of March 31, 2023 (Unaudited)		153,432
Change due to exercise / redemptions		(113,806	)
Change in fair value		20,484
Balance of derivative liability as of June 30, 2023 (Unaudited)	$	60,110
Change Due to Issuances		81,530
Change due to exercise / redemptions		(42,293	)
Change in fair value		189,042
Balance of derivative liability as of September 30, 2023 (Unaudited)	$	288,389

Schedule of quantitative information
		September 30, 2023			December 31, 2022
		(Unaudited)

Stock price	$	0.03 - 0.05		$	0.04 - 0.19
Exercise price	$	0.02 -0.03		$	0.02 - 0.10
Contractual term (in years)		0.49-1.00			0.68 - 1.00
Volatility (annual)		184%-219	%		140% - 1,313	%
Risk-free rate		5.40%-5.53	%		0.51% - 4.73	%

Financial Liabilities Measured at Fair Value on a Recurring Basis

Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants and derivative liabilities:


	Fair Value measured at September 30, 2023 (Unaudited)
	Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Fair value at December 31
	(Level 1)		(Level 2)		(Level 3)		2023
Derivative liability	$	—	$	—	$	288,389	$	288,389
Total	$	—	$	—	$	288,389	$	288,389

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

There were no transfers between Level 1, 2 or 3 during the nine months ended September 30, 2023 and 2022.

Leases

9 Months Ended

Sep. 30, 2023

Leases

Leases

Note 11. Leases

Finance leases

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

Operating leases

The Company’s weighted-average remaining lease term relating to its operating leases is 0.17 years, with a weighted-average discount rate of 8.00%.

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


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

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Note 12. Related Party Transactions

Due to officers

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

Schedule of due to officers
	September 30,		December 31,
	2023		2022
		(Unaudited)
Ralph Hofmeier:
Unsecured advances due to officer	$	15,288	$	56,400
Accrued salaries		148,452		86,265
Total due to Ralph Hofmeier		163,740		142,665

Irma Velazquez:
Unsecured advances due to officer		8,153		10,393
Accrued salaries		146,402		69,434
Total due to Irma Velazquez		154,555		79,827
Total amounts due to officers	$	318,295	$	222,492

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

Officer Compensation

Virhtech GmbH

Investor deposit and officer compensation

On January 18, 2023, the Company issued 6,952,523 shares of the Company’s common stock to officers for accrued salaries payable valued at $168,126.

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

Stockholders’ Equity (Deficit)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity (Deficit)

Note 13. Stockholders’ Equity (Deficit)

Preferred Stock

Common Stock

Sale of Common Stock and Subscriptions:

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

From April 1, 2022 through June 30, 2022, the Company has issued 8,527,947 common shares related to subscriptions outstanding at March 31, 2022 for total cash consideration of $437,450.

From January 1, 2023 through March 31, 2023, the Company issued 375,000 shares of the Company’s common stock to investors for an aggregate purchase price of $37,500.

Shares issued pursuant to ELOC:

In the fourth quarter of 2022, the Company issued an additional 5,064,421 shares of the Company’s common stock pursuant to the ELOC for a purchase price of $187,000.

In the first quarter of 2023, the Company issued an additional 5,310,988 shares of the Company's common stock pursuant to the ELOC for an aggregate purchase price of $196,000.

Shares issued upon conversion of convertible debt:

In the second quarter of 2023, the holder of our convertible debt elected to convert $93,000 in principal, $4,142 in accrued interest and $1,400 in other fees into 4,753,178 shares of common stock.

In the third quarter of 2023, the holder of our convertible debt elected to convert $35,000 in principal, $1,948 in accrued interest and $900 in other fees into 2,162,770 shares of common stock.

Shares issued for accrued salary:

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14. Commitments and Contingencies

Commitments

Equity Line of Credit

Employment Agreements

Lease

Contingencies

Litigation

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 15. Subsequent Events

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

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of EAWD and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Foreign currency translation

Foreign currency translation

Use of Estimates

Leases

Cash

Inventory

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

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

Property and Equipment

Property and Equipment

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

Revenue Recognition

Revenue Recognition

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Described below are the three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities,

Level 2 – Observable prices that are based on inputs not quoted on active markets, but corroborated by market data,

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

Loss Per Common Share

Loss Per Common Share

Related Party Transactions

Related Party Transactions

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as:

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

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of estimated useful lives

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

Inventory (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of inventory

Schedule of inventory
	September 30,		December 31,
	2023		2022
		(Unaudited)
Work in progress	$	468,004	$	457,646
Inventory, net	$	468,004	$	457,646

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of prepaid expenses and other current assets


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

Property and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

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

Accounts Payable and Accrued Expenses and Accounts payable – Related Party (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of accounts payable and accrued expenses


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

Convertible Loans Payable (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of notes payable

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

Schedule of change in fair value of derivative liability


	Total
Balance as of December 31, 2021	$	354,160
Change Due to Issuances		175,026
Change due to exercise / redemptions		(110,507	)
Change in fair value		(234,654	)
Balance as of December 31, 2022		184,025
Change in fair value		(30,593	)
Balance as of March 31, 2023 (Unaudited)		153,432
Change due to exercise / redemptions		(113,806	)
Change in fair value		20,484
Balance of derivative liability as of June 30, 2023 (Unaudited)	$	60,110
Change Due to Issuances		81,530
Change due to exercise / redemptions		(42,293	)
Change in fair value		189,042
Balance of derivative liability as of September 30, 2023 (Unaudited)	$	288,389

Schedule of quantitative information

Schedule of quantitative information
		September 30, 2023			December 31, 2022
		(Unaudited)

Stock price	$	0.03 - 0.05		$	0.04 - 0.19
Exercise price	$	0.02 -0.03		$	0.02 - 0.10
Contractual term (in years)		0.49-1.00			0.68 - 1.00
Volatility (annual)		184%-219	%		140% - 1,313	%
Risk-free rate		5.40%-5.53	%		0.51% - 4.73	%

Schedule of financial liabilities measured on recurring basis


	Fair Value measured at September 30, 2023 (Unaudited)
	Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Fair value at December 31
	(Level 1)		(Level 2)		(Level 3)		2023
Derivative liability	$	—	$	—	$	288,389	$	288,389
Total	$	—	$	—	$	288,389	$	288,389

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

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases

Schedule of maturity of lease liabilities


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

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of due to officers

Schedule of due to officers
	September 30,		December 31,
	2023		2022
		(Unaudited)
Ralph Hofmeier:
Unsecured advances due to officer	$	15,288	$	56,400
Accrued salaries		148,452		86,265
Total due to Ralph Hofmeier		163,740		142,665

Irma Velazquez:
Unsecured advances due to officer		8,153		10,393
Accrued salaries		146,402		69,434
Total due to Irma Velazquez		154,555		79,827
Total amounts due to officers	$	318,295	$	222,492

Summary of Significant Accounting Policies (Details)	Sep. 30, 2023
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Automobiles [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Cash and cash equivalents	$ 115,831		$ 115,831		$ 40,886
Revenues	0	$ 0	0	$ 0
Derivative liability	288,389		288,389		184,025
Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liability	$ 288,389		$ 288,389		$ 184,025

Going Concern (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
Going Concern (Details Narrative) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Operating losses	$ 809,988			$ 517,300			$ 1,860,784	$ 1,395,651
Net loss	1,065,589	$ 619,515	$ 710,026	$ 651,899	$ 534,114	$ 358,710	2,395,130	$ 1,544,723
Working capital deficit	$ 911,635						911,635
December 2012 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Operating losses							$ 26,733,103

Accounts Receivable (Details Narrative) - USD ($)	9 Months Ended
Accounts Receivable (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 01, 2023	Dec. 31, 2022
Credit Loss [Abstract]
Accounts receivable	$ 0			$ 52,761
Bad debt expense	52,761	$ 0
Unpaid balance on equipment			$ 52,761
Accounts receivable outstanding	$ 0			$ 52,761

Inventory (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Work in progress	$ 468,004	$ 457,646
Inventory, net	$ 468,004	$ 457,646

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 103,523	$ 140,676
Value added tax receivable	196,142	158,200
Security deposit	16,513	16,346
Prepayment on inventory not received	1,403	0
Prepaid expenses and other current assets	$ 317,581	$ 315,222

Property and Equipment, net (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 397,043	$ 264,218
Less: Accumulated depreciation	(76,424)	(18,551)
Property and equipment, net	320,619	245,667
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,946	5,911
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,427	2,447
Financing Lease Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	164,928	64,417
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	76,929	41,656
Automobiles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 148,813	$ 149,787

Property and Equipment, net (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 16,616	$ 3,011	$ 57,873	$ 7,778

Accounts Payable and Accrued Expenses and Accounts payable Related Party (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued expenses	$ 305,666	$ 241,960
Accounts payable	339,371	324,754
Accrued legal costs	343,588	349,726
Accrued salary and payroll taxes	1,143	134,152
Total	$ 989,768	$ 1,050,592

Accounts Payable and Accrued Expenses and Accounts payable – Related Party (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Virhtech GmbH [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable - related party	$ 0	$ 27,029

Convertible Loans Payable (Details) - USD ($)	3 Months Ended			12 Months Ended
Convertible Loans Payable (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Beginning balance of notes payable, net	$ 67,458	$ 116,821	$ 73,664	$ 176,703
Issuances of debt	153,000			178,000
Cash settlement of debt				(150,000)
Debt Discount	(81,530)			(175,025)
Conversions	(35,000)	(93,000)		(50,000)
Amortization of debt discount	64,610	43,637	43,157	93,986
End balance of notes payable, net	$ 168,538	$ 67,458	$ 116,821	$ 73,664

Convertible Loans Payable (Details 1) - USD ($)	3 Months Ended			12 Months Ended
Convertible Loans Payable (Details 1) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Balance at beginning	$ 60,110	$ 153,432	$ 184,025	$ 354,160
Change Due to Issuances	81,530			175,026
Change due to exercise / redemptions	(42,293)	(113,806)		(110,507)
Change in fair value	189,042	20,484	(30,593)	(234,654)
Balance at end	$ 288,389	$ 60,110	$ 153,432	$ 184,025

Convertible Loans Payable (Details 2) - $ / shares	9 Months Ended	12 Months Ended
Convertible Loans Payable (Details 2) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Minimum [Member]
Debt Instrument [Line Items]
Stock price	$ 0.03	$ 0.04
Exercise price	$ 0.02	$ 0.02
Contractual term (in years)	5 months 26 days	8 months 4 days
Volatility (annual)	184.00%	140.00%
Risk-free rate	5.40%	0.51%
Maximum [Member]
Debt Instrument [Line Items]
Stock price	$ 0.05	$ 0.19
Exercise price	$ 0.03	$ 0.10
Contractual term (in years)	1 year	1 year
Volatility (annual)	219.00%	1313.00%
Risk-free rate	5.53%	4.73%

Convertible Loans Payable (Details 3) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Derivative liability	$ 288,389	$ 184,025
Warrants and derivative liabilities	288,389	184,025
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liability	0	0
Warrants and derivative liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liability	0	0
Warrants and derivative liabilities	0	0
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liability	288,389	184,025
Warrants and derivative liabilities	$ 288,389	$ 184,025

Convertible Loans Payable (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended		12 Months Ended
Convertible Loans Payable (Details Narrative) - USD ($)	Oct. 21, 2021	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Convertible loan payables net of discount		$ 168,538	$ 168,538		$ 73,664
Proceed from convertible debt			153,000	$ 0
Convertible Debt [Member]
Short-Term Debt [Line Items]
Proceed from convertible debt	$ 304,000		$ 153,000		$ 178,000	$ 404,000
Interest rate		8.00%	8.00%		8.00%	8.00%
Fair value of derivative liability recorded as discount on note			$ 81,530		$ 175,025	$ 746,672
loss on derivative liability		$ 189,042	178,933
Gain on derivative liability		$ 0	$ 243,653
Convertible Debt [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Maturity date extended	Mar. 25, 2022
Convertible Debt [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Maturity date extended	Apr. 21, 2022

Leases (Details)	Sep. 30, 2023 USD ($)
2023 (remainder of year)	$ 21,921
2024	48,316
2025	48,316
2026	46,757
2027	7,400
Total future minimum lease payments	172,711
Less: Imputed interest	(20,662)
Present value of lease liabilities	152,049
Operating Lease Liabilities [Member]
2023 (remainder of year)	9,842
2024	0
2025	0
2026	0
2027	0
Total future minimum lease payments	9,842
Less: Imputed interest	(98)
Present value of lease liabilities	$ 9,744
Remaining lease term (in years)	2 months 1 day
Finance Lease Liability [Member]
2023 (remainder of year)	$ 12,079
2024	48,316
2025	48,316
2026	46,757
2027	7,400
Total future minimum lease payments	162,869
Less: Imputed interest	(20,564)
Present value of lease liabilities	$ 142,305
Remaining lease term (in years)	3 years 4 months 17 days

Leases (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Leases (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Borrowing rate			8.00%
Weighted-average discount rate	8.00%		8.00%
Amortization expense	$ 29,458	$ 0
Cash lease payments			$ 29,458	$ 0
Financing lease right-of-use asset	141,615		141,615		$ 64,416
Financing lease liability, current	38,317		38,317		14,327
Financing lease liability, non current	103,988		103,988		48,946
Operating leases expense	55,153	$ 23,087
Operating lease right-of-use asset	9,744		9,744		62,113
Operating lease liability, current	9,744		9,744		62,113
Operating lease liability, non current	$ 0		$ 0		$ 0
Finance Lease Liability [Member]
Remaining lease term (in years)	3 years 4 months 17 days		3 years 4 months 17 days
Operating Lease Liabilities [Member]
Borrowing rate			8.00%
Weighted-average discount rate	8.00%		8.00%
Cash lease payments			$ 55,153	$ 23,087
Remaining lease term (in years)	2 months 1 day		2 months 1 day

Related Party Transactions (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Accrued salaries	$ 1,143	$ 134,152
Due to officers	318,295	222,492
Officer Ralph Hofmeier [Member]
Related Party Transaction [Line Items]
Unsecured advances due to officer	15,288	56,400
Accrued salaries	148,452	86,265
Due to officers	163,740	142,665
Officer Irma Velazquez [Member]
Related Party Transaction [Line Items]
Unsecured advances due to officer	8,153	10,393
Accrued salaries	146,402	69,434
Due to officers	$ 154,555	$ 79,827

Related Party Transactions (Details Narrative) - USD ($)	Jan. 18, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Accounts payable - related party		$ 0			$ 27,029
Number of shares issued to officers, shares	6,952,523
Number of shares issued to officers, value	$ 168,126
Common stock deposits received value		$ 866,600	$ 30,000	$ 310,700
Common stock deposits received shares		26,211,000	1,500,000	13,674,000	0
Common stock deposits received shares		26,211,000

Stockholders’ Equity (Deficit) (Details Narrative) - USD ($)				3 Months Ended							6 Months Ended		9 Months Ended
	Jan. 18, 2023	Feb. 18, 2022	Jan. 14, 2022	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2023	Sep. 30, 2023	Jan. 26, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized				500,000,000			500,000,000					500,000,000		500,000,000
Preferred stock, par value				$ 0.001			$ 0.001					$ 0.001		$ 0.001
Common stock, shares authorized				1,000,000,000			1,000,000,000					1,000,000,000		1,000,000,000
Common stock, par value				$ 0.001			$ 0.001					$ 0.001		$ 0.001
Common stock, shares issued				222,682,942			182,934,483					222,682,942		222,682,942
Common stock, shares outstanding				222,682,942			182,934,483					222,682,942		222,682,942
Line of credit															$ 5,000,000
Number of shares issued, shares										500,000
Number of shares issued, value										$ 80,000
Convertible Debt [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cash			$ 53,222
Convertible debt			50,000
Interest converted			$ 3,222
Conversion of debt, shares			575,558	2,162,770	4,753,178
Conversion of debt, value				$ 35,000	$ 93,000
Accrued interest				1,948	4,142
Other fees				$ 900	$ 1,400
Investor [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares				2,750,000		375,000						2,750,000
Number of shares issued, value						$ 37,500
Sale of stock, shares				23,791,000	8,940,000
Sale of stock, value				$ 807,800	$ 194,300
Investor [Member] \| Common Stock [Member] \| Forecast [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares											21,041,000		6,420,000
ELOC [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares						5,310,988	5,064,421
Number of shares issued, value						$ 196,000	$ 187,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for services								827,273	227,273	520,000
Common Stock Subscriptions [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares									8,527,947	14,953,000
Number of shares issued, value									$ 437,450	$ 747,650
Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, value										$ 300,000
Number of shares issued, shares										2,000,000
Securities Purchase Agreement [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceed from deposit		$ 300,000
Common shares to be issued		1,875,000
Number of shares issued, shares								4,023,368
Number of shares issued, value								$ 450,000
Consulting Agreement [Member] \| Gary Rodney [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other income (expense)														$ 196,159
Consulting Agreement [Member] \| Gary Rodney [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for services	6,250,000
Share price	$ 0.02
Employment Agreement [Member] \| Ralph Hofmeier [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other income (expense)														$ 2,109
Employment Agreement [Member] \| Ralph Hofmeier [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for services	702,523
Share price	$ 0.05

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Aug. 04, 2022
Defined Benefit Plan Disclosure [Line Items]
Purchase of common stock			$ 5,000,000
Additional common shares	500,000		500,000
Line of credit facility, description			Requests are limited to the lesser of $1,000,000 or 500% of the average shares traded for the 10 days prior the Closing Request Date. The purchase price shall be 85% of the two lowest individual daily VWAP during the five (5) trading days immediately prior to the date the Request Notice is delivered (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of this Agreement). In addition, the Company and Tysadco Partners entered into a Registration Rights Agreement, whereby the Company shall register the securities on a registration statement covering the Offering Amount with the Securities and Exchange Commission (“SEC”) within forty-five days of filing its 10-K for the year ended December 31, 2021. The Company’s Registration Statement on Form S-1 registering 25,000,000 shares in connection with the ELOC was declared effective on July 5, 2022.
Rent expense	$ 24,006	$ 22,247	$ 100,793	$ 41,768
2022 Employment Agreements [Member]
Defined Benefit Plan Disclosure [Line Items]
Base salary					$ 210,305
Velazquez [Member]
Defined Benefit Plan Disclosure [Line Items]
Salary first year	125,000		125,000
Salary second year	$ 150,000		$ 150,000
Employees [Member] \| 2022 Employment Agreements [Member]
Defined Benefit Plan Disclosure [Line Items]
Bonus paid						$ 29,164

Subsequent Events (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Oct. 02, 2023	Nov. 30, 2023	Oct. 31, 2023	Sep. 30, 2023
Subsequent Event [Line Items]
Received deposits				$ 866,600
Common stock subscriptions shares				26,211,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Shares issued	3,496,616	56,976	459,279
Principal amount	$ 50,000
Accrued interest	3,682
Other fees	900
Common stock shares sold		15,400,000	15,400,000
Common stock value		$ 770,000	$ 770,000
Conversion price		$ 0.087	$ 0.032
Subsequent Event [Member] \| Lease Agreements [Member]
Subsequent Event [Line Items]
Monthly rental payments	$ 15,356
Term	2 years
Expiring date	Sep. 30, 2025

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