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, 2022 Compared to
the three Months ended September 30, 2021
The following table sets forth our operations for each of the periods presented.
For the Three Months Ended
September 30,
2022 2021
(unaudited) (unaudited)
GENERAL and ADMINISTRATIVE EXPENSES
Marketing fees $ 129,714 $ 1,357
Officers' salaries and payroll taxes 128,545 68,195
Professional fees 106,853 68,272
Travel and entertainment 5,920 13,696
Other general and administrative expenses 146,268 56,356
TOTAL GENERAL and ADMINISTRATIVE EXPENSES 517,300 207,876
LOSS FROM OPERATIONS (517,300 ) (207,876 )
OTHER INCOME (EXPENSE)
Change in fair value of derivative liability - (178,673 )
Other expense (134,599 ) -
Interest income (expense), net - (115,506 )
TOTAL OTHER INCOME (EXPENSE) (134,599 ) (294,179 )
NET LOSS $ (651,899 ) (502,055 )
Revenue
The Company recognized no revenue during the three months ended September 30,
2022 and 2021.
Cost of equipment sold
The Company recognized no cost of equipment sold during the three months ended
September 30, 2022 and 2021.
General and Administrative Expense
General and administrative expense increased by $309,424 to $517,300 for the
three months ended September 30, 2022 from $207,876 for the three months ended
September 30, 2021.
The increase in general and administrative expenses was primarily due to an
increase in professional fees of $38,581, officer's salaries of $60,350, other
general and administrative expenses by $89,912, and marketing fees of $128,357.
Other Income (Expense)
The Company had other expense of $134,599 for the three months ended September
30, 2022 compared to other expense of $294,179 for the three months ended
September 30, 2021. The decrease in expense is primarily the result of a
reduction in interest expense of $115,506 and reduction in change in fair value
of derivative by $178,673 offset by an increase in other expense of $134,599,
which mostly consists of foreign currency gains and losses.
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Net Loss
Net loss increased by $149,844 to $651,899 for the three months ended September
30, 2022 from $502,055 for the three months ended September 30, 2021. This
increase was attributable to the net increases and decreases as discussed above.
Results of Operations for the Nine Months ended September 30, 2022 Compared to
the Nine Months ended September 30, 2021
The following table sets forth our operations for each of the periods presented.
For the Nine Months Ended
September 30,
2022 2021
(unaudited) (unaudited)
GENERAL and ADMINISTRATIVE EXPENSES
Marketing fees $ 223,313 $ 168,832
Officers' salaries and payroll taxes 364,818 225,472
Professional fees 398,593 159,538
Travel and entertainment 24,368 13,696
Other general and administrative expenses 384,559 103,169
TOTAL GENERAL and ADMINISTRATIVE EXPENSES 1,395,651 670,707
LOSS FROM OPERATIONS (1,395,651 ) (670,707 )
OTHER INCOME (EXPENSE)
Change in fair value of derivative liability 243,653 4,820
Other expense (267,013 ) -
Interest income (expense), net (125,712 ) (673,701 )
TOTAL OTHER INCOME (EXPENSE) (149,072 ) (668,881 )
NET LOSS (1,544,723 ) (1,339,588 )
Revenue
The Company recognized no revenue during the nine months ended September 30,
2022 and 2021.
Cost of equipment sold
The Company recognized no cost of equipment sold during the nine months ended
September 30, 2022 and 2021.
General and Administrative Expense
General and administrative expense increased by $724,944 to $1,395,651 for the
nine months ended September 30, 2022 from $670,707 for the nine months ended
September 30, 2021.
The increase in general and administrative expenses was primarily due to an
increase in professional fees of $239,055, officer's salaries of $139,346, other
general and administrative expenses by $281,390, and marketing fees of $54,481.
Other Income (Expense)
The Company had other expense of $149,072 for the nine months ended September
30, 2022 compared to other expense of $668,881 for the nine months ended
September 30, 2021. The decrease in expense is primarily the result of a
reduction in interest expense of $547,989 and an increase in the gain on change
in fair value of derivative by $238,833 offset by an increase in other expense
of $267,013, which mostly consists of foreign currency gains and losses.
Net Loss
Net Loss increased by $205,135 to a $1,544,723 net loss for the nine months
ended September 30, 2022 from a $1,339,588 net loss for the nine months ended
September 30, 2021. This increase in net loss was attributable to the net
increases and decreases as discussed above.
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LIQUIDITY and CAPITAL RESOURCES
We had $56,983 cash and a working capital deficit of $413,089 at September 30,
2022. 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. At September 30,
2022, we had an accumulated deficit of $23,940,116. 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 nine months
ended September 30, 2022, through the sale of common stock.
Comparison of Cash Flows for the Nine Months Ended September 30, 2022 and 2021
Nine Months Ended
September 30,
2022 2021
Net cash used in operating activities $ (1,318,574 ) $ (949,115 )
Net cash used in investing activities
(78,123 ) (4,301 )
Net cash provided by financing activities 891,000 1,014,461
Effect of exchange rate changes on cash (26,988 ) (13,933 )
Net (decrease) increase in cash
$ (532,685 ) $ 47,112
Net cash used in operating activities
We used $1,318,574 of cash in our operating activities in 2022 compared to
$949,115 used in 2021. The increase in cash used of $369,459 includes a net loss
of $1,544,723, offset by non-cash expenses of $360,965 principally related to
amortization of debt discount and deferred financing costs of $63,296,
depreciation expense of $7,778, foreign transaction adjustments of $264,444, and
common stock issued for services of $268,100, offset by a change in fair value
of derivative liability of $243,653, as well as cash used in working capital
items in the amount of $134,816 principally related to an increase in inventory
of $272,143 and a decrease in accounts payable and accrued expenses and due to
related party of $23,212, offset by an increase in due to officers of $85,169, a
decrease in prepaid expenses and other current assets of $75,370.
Cash Flows from Investing Activities
The Company used $78,123 and $4,301 in cash from financing activities to
purchase property and equipment during the nine months ended September 30, 2022
and 2021, respectively.
Cash Flows from Financing Activities
We received $891,600 (2022) and $1,014,461 (2021) in cash provided from
financing activities. The net decrease of $122,861 is due primarily to a
$369,500 decrease in financing through issuance of convertible loans, a $54,500
increase in payments of convertible loans payable, and a $24,000 decrease due to
costs associated entering the equity line of credit, offset by an increase of
$324,539 from proceeds from the sale of stock and subscriptions.
Financial Position
Total Assets - At September 30, 2022 the Company had $976,663 representing
$56,983 in cash, $54,822 in accounts receivable, $416,509 in inventory, $300,790
in prepaid expenses and other current assets, $69,862 in property and equipment,
and $77,697 in operating lease right-of-use asset.
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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 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 its engineering and technical consultancy services, project management,
sale of our patent filed Self Sufficient Power Supply Atmosphere Water
Generation Systems (eAWGs) Solar Energy Generation Systems and Energy Management
Systems, royalties from the commercialization of energy and water in certain
cases, and revenues from the licensed innovated technologies.
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 its engineering and technical
consultancy services, project management, sale of our Patent filed Self
Sufficient Power Supply Atmosphere Water Generation Systems (eAWGs), Solar
Energy Generation Systems, and Energy Management Systems, royalties from the
commercialization of energy and water in certain cases, and revenues from the
licensed innovated technologies.
MATERIAL COMMITMENTS
Employment Agreements
The Company entered into employment agreements with each of Mr. Hofmeier, its
President, Chief Executive Officer and Chairman of the Board, and Ms. Velazquez,
its Chief Operating Officer and Vice-Chairman (together, the "Employment
Agreements"), effective January 1, 2012. Under the Employment Agreements, the
Company agreed to 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 company's Board of Directors. Each Employment Agreement has
an initial term 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. The Company also entered into employment agreement with 4 other
employees, effective on the 3rd quarter of 2021. 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 €200,000 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 €28,812, 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, 2022.
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.
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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 a net income. Due to the timing of the project build out, the
Company has not currently recorded any revenue and consequently has incurred
operating losses since it began operations (December 2012) totaling $23,940,116
at September 30, 2022. During the three and nine months ended September 30,
2022, the Corporation incurred net losses of $651,899 and $1,544,723,
respectively. The Company also had a working capital deficit of $413,089 at
September 30, 2022.
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 plans to conclude the sales in
Germany and in other regions of the world further the received approved
proposals, which would bring a growing revenue. Managements plans to expand the
sales operations by greater market penetration of the Agriculture, Industrial
and Community development market with its water and energy generation,
innovative solution, this to make sales operations to continue to expand.
Management also plans to raise additional funds during 2022; through the
issuance of equity securities and from deposits related to purchases orders on
proposals pending customer acceptance as well, if necessary, loans from
management and third-party lender. Management also plans to defer expenses by
centralizing assembling, logistic and administration operations expenses. By
doing so, the company would identify a bigger place to use as self-sufficient
energy supply warehouse to be able to centralize the storage of supplies, while
securing its inventory, this would reduce the costs of the assembling and the
administrative operations, the company would acquire its own electrical trucks
as well, to reduce cost of transportation of supplies.
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). The concerted global efforts achieved the development
of vaccines that have helped to reduce a person´s risk of contracting the virus.
However, the current war in Ukraine lead us as well to considering the changes
in consumer behavior and demand, purchasing patterns, re-routing of the supply
chain, dynamics of current market forces, and the significant interventions of
governments; 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 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 and management
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.
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