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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 for the fiscal year ended December 31, 2023

 TRANSITION REPORT UNDER 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.: 727 - 677-9408

 (Registrant's telephone number, including area
code)

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 None

 None

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

 Common Stock, $.001 par value per share

 (Title of class)

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

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

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

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

 Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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

 Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.1D-01(b). o

 Indicate by checkmark whether the registrant has filed
a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the regular public accounting firm that prepared or issued its audit
report.

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

 As of December 29, 2023, the
last business day of the registrant's most recently completed fiscal quarter, the aggregate market value of the common stock held
by non-affiliates of the registrant was $ 7,310,080 based on
the closing price of $0.0912 for the registrant's common stock as quoted on the OTC QB Market on that date. Shares of common stock
held by each director, each officer and each person who owns 10% or more of the outstanding common stock have been excluded from this
calculation in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily conclusive.

 The
number of shares outstanding of the registrant's classes of common stock as of April 26, 2024 was 277,695,682
shares.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Page

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accounting Fees and Services.

 Item 15.

 Exhibits, Financial Statement Schedules.

 Item 16.

 Form 10-K Summary.

 i

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION

 This
Annual Report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements
of historical fact, contained in this Annual Report that include information concerning our possible or assumed future results of operations,
business strategies, need for financing, competitive position and potential growth opportunities represent management's beliefs and assumptions
based on currently available information and they do not consider the effects of future legislation or regulations. Forward-looking statements
include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words
"believes," "intends," "may," "should," "anticipates," "expects,"
"could," "plans," "estimates," "projects," "targets" or comparable terminology
or by discussions of strategy or trends. Such statements by their nature involve risks and uncertainties that could significantly affect
expected results, and actual future results could differ materially from those described in such forward-looking statements.

 These
forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those
suggested by the forward-looking statements. Forward-looking statements should therefore be considered in light of various factors. Because
of such risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. These forward-looking
statements speak only as of the date of this Annual Report, or if earlier, as of the date they were made. We do not intend to, and disclaim
any obligation to, update or revise any forward-looking statements unless required by securities law.

 Statements regarding
the following subjects, among others, may be forward-looking:

 Market trends in our industry, energy markets, commodity prices, interest rates, the debt and lending markets, or the general economy.

 Our plans and expectations regarding future financial results, expected operating results;

 The sufficiency of our cash and our liquidity;

 Development of new products and improvements to our existing products;

 Our manufacturing capacity and manufacturing costs;

 The adequacy of our agreements with our suppliers;

 Our ability to obtain financing, our ability to comply with debt covenants or cure any defaults;

 Availability of opportunities to participate in climate solutions including energy efficiency and renewable energy projects and our ability to complete potential new opportunities in our pipeline;

 Actions and initiatives of federal, state and local governments and changes to federal, state and local government policies, regulations, tax laws and rates and the execution and impact of these actions, initiatives and policies;

 Our ability to obtain and maintain financing arrangements on favorable terms, including securitizations;

 General volatility of the securities markets in which we participate;

 The impact of weather conditions, natural disasters, accidents or equipment failures, or other events that disrupt our operations or negatively impact the value of our assets;

 Availability of and our ability to attract and retain qualified personnel; and

 General domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine, the Israel-Hamas conflict, and the global response to such conflicts

 ii

 The risks included here
are not exhaustive. Other sections of this Form 10-K may include additional factors that could adversely affect our business and financial
performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and
it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements
as a prediction of actual results.

 iii

 ITEM 1. BUSINESS.

 Company Overview

 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. 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.

 In order to effectively cater
to its expanding operations within one of the EU's most environmentally advanced nations, the Company has strategically established
a branch for business operations in Germany, along with two wholly-owned German subsidiaries: Energy and Water Development Deutschland
GmbH ("EAWD Deutschland") and EAWD Logistik GmbH ("EAWD Logistik"). Moreover, recognizing the importance of regional
market demands, the Company has also extended its presence to Mexico through a wholly-owned subsidiary called EAWD Mexico SAPI de CV,
enhancing its capacity to address the needs of this area efficiently. This strategic positioning not only reflects the Company's commitment
to environmental progress but also ensures an optimized response to evolving market requirements.

 The Business

 We are a leading engineering services company
formed as an outsourcing green tech platform, focused on sustainable water and energy solutions.

 EAWD builds water and energy systems out of existing, proven technologies, utilizing our
 intellectual property and our technical know-how to customize solutions to meet our clients ' needs.
 To date, two water systems have been sold and deployed in Mexico and Germany.

 Using its patent-pending design, EAWD is working to design, build, and operate off-the-grid Atmosphere Water Generation Systems in Mexico and the United States as well as off-the-grid EV Charging Stations in Germany.

 EAWD commercializes proven technologies for the sustainable generation of energy and water. The first unit has been built and tested in Germany and the Company is working to fulfill additional orders.

 EAWD is a United Nations "accredited vendor" and offers design, construction, maintenance and specialty consulting services to private companies, government entities and non-government organizations (NGOs) for the sustainable supply of energy and water.

 Globally, 2 billion people
(26% of the population) do not have safe drinking water and 3.6 billion (46%) lack access to safely managed sanitation, according to the
report, published by UNESCO on behalf of UN-Water and released on March 2023. This organization has identified an urgent need to establish
strong international mechanisms to prevent the global water crisis from spiraling out of control. In view of this increased world-wide
demand for water and energy, our business goals are focused on self-sufficient energy supplied water generation and green energy production.
To accomplish this, we set out to establish an outsourcing green tech platform to commercialize the Company's state-of-the-art technologies
while providing engineering and technical consultation services to design the most sustainable technological solutions that can provide
water and energy. We also intend to secure all required technical, maintenance, education, and training related to the identified technology
solutions. To this end the Company has sought potential collaboration with green tech research and development centers in Europe and has
established its operating subsidiaries in Germany, where we have started to assemble our patent-pending innovative off-the-grid, self-sufficient
energy supply atmosphere water generation ("AWG") systems (EAWD off-the-grid AWG Systems). EAWD Deutschland and EAWD Logistik
operate in Bargteheide, Germany to meet the increasing demands of water and energy generation projects around the world as well as to
operate the solar powered EAWD off-the-grid EV Charging Stations, EAWD's newest product, in Germany.

 Amidst the backdrop of climate
change and the rise of extreme weather events, the green tech industry is witnessing transformative shifts. These phenomena have exacerbated
water scarcity and intensified the global demand for energy. Recognizing the pressing nature of these challenges, EAWD is committed to
crafting sustainable and renewable solutions. As such, EAWD is poised to become a pivotal player in an industry that is not only rapidly
expanding, but also unlocking numerous new markets in response to these urgent environmental issues.

 The green tech industry is
complex because it still requires increased promotion and public education about its potential. Furthermore, regulations in each country
are different and, in many cases, several segments are regulated by both national and local (state, provincial, municipal) governments.
EAWD's approach seeks to assist businesses with the growth and development of their general operations by ensuring the efficient,
profitable, and sustainable supply/generation of water and energy allowing our potential customers to focus on their business while adopting
strategies of sustainability. Using our own EAWD off-the-grid AWG Systems, EAWD off-the-grid EV Charging Stations, EAWD off-the-grid Power
Systems, EAWD off-the-grid Water Purification Systems, and other identified technology, products, and services licensed or purchased from
third party sources, we are delivering and installing a product set that suits the green technology water and/or energy needs of our customers.
By using the state-of-the art technological solutions and technologies identified, designed, and provided by EAWD and its collaborators,
we believe that our potential clients will be free to focus on the performance of their operations as well as with the water and energy
consumption or generation regulations within their industry. Our clients may be businesses seeking to upgrade their business processes,
NGOs or governmental entities seeking to apply green technology solutions for the water and energy they supply to their constituencies.

 We
continue to be a development stage company with rapid growth and broad development prospects. The Company presently assembles its EAWD
off-the-grid AWG Systems and EAWD off-the-grid EV Charging Stations at its workshop in Germany and has recently extended its presence
to Mexico, enhancing its capacity to address the needs of this area efficiently. The Company outsources most of its engineering and technical
services as well as services relating to the promotion, selling, and distribution of its products. We presently have eleven employees:
Ms. Irma Velazquez, our Chief Executive Officer, Vice-Chairman
of the Board of Directors (the "Board"), and a significant stockholder, Mr. Ralph Hofmeier, our Chief Technology Officer,
Chairman of the Board, and a significant stockholder, four engineers, two technicians, one accountant assistant, and two assemblers. Ms.
Velazquez and Mr. Hofmeier are married.

 Our aim is to collaborate
with a diverse range of clients across various sectors, including private enterprises, governmental bodies, municipalities, NGOs, and
intergovernmental organizations (IGOs). We recognize the unique needs of each sector and tailor our solutions accordingly.

 In the private sector, we
work closely with companies spanning industries such as manufacturing, hospitality, and agriculture. These organizations often require
reliable water and energy sources to maintain their operations. By providing them with our advanced technology and technical services,
we empower them to establish sustainable supplies and generation capabilities. This contributes significantly to their climate adaptation
strategies, enhancing resilience and reducing environmental impact.

 Within the public sector,
our engagement extends to government entities and municipalities. These entities play a crucial role in safeguarding their communities'
well-being and continuity. By equipping them with innovative solutions, we help them secure water and energy resources to support critical
services, disaster response, and long-term urban planning. This, in turn, aids in climate adaptation and fosters sustainable development.

 Non-Governmental Organizations
(NGOs) and Intergovernmental Organizations (IGOs) also form a key part of our potential clientele. These entities often work in challenging
environments or regions with limited infrastructure. By partnering with EAWD, they will gain access to cutting-edge technology that empowers
them to provide essential services, such as clean water and energy, to underserved populations. This not only aligns with their humanitarian
missions but also promotes climate adaptation and community resilience.

 In every sector with which
we engage, EAWD's contributions are aligned with the broader goals of climate adaptation. By offering technology and technical services
that enable the efficient generation and management of water and energy, we help our clients thrive in a changing environment while contributing
positively to the global effort of mitigating climate challenges. With its outsourced technical arm and its commission-based global network
of distributors, the Company expects to create sustainable added value to each project it takes on while generating revenue from the sale
of own EAWD off-the-grid AWG Systems, EAWD off-the-grid EV Charging Stations, EAWD off-the-grid Power Systems, and EAWD off-the-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.

 The following table depicts the Company's service and product offerings
to its clients.

 We plan to provide customized
technology solutions and technical services, based upon client need and preference, which may include any or all of the following:

 Sustainable water and energy generation systems

 Aqua Mission Systems- Individual solutions for individual needs

 Off-the-grid electric vehicle charging stations

 Technical assistance

 Strategic and financial partnering

 Project management

 The Company also plans to
focus on addressing areas of the industry which concentrate on new technological and engineering concepts relating to water and energy
generation and those related components that assist in advancing the green tech industry. These include:

 Advancement of EAWD off-the-grid Atmosphere Water Generation Systems

 Development of techniques to attain self-sufficient supply of energy

 Advancement of new ideas on energy generation, storage and management implementation

 Designing, prototyping, and arranging the manufacture of new water and energy generation systems

 Designing and prototyping off-the-grid self-sufficient power systems

 Designing and prototyping solar powered charging stations for electric vehicles

 Our Vision

 The global atmospheric water
generator market size was accounted at USD 2.9 billion in 2022 and it is expected to reach approximately USD 5.5 billion by 2032. The
industry growth is expected to be driven by freshwater scarcity and increasing technological investments, followed by favorable government
regulations. As for energy, according to the International Agency of Energy (IAE), global electricity demand is projected to grow between
62 and 185 percent by 2050 compared with 2021 levels. (Source: Atmospheric Water Generator Market published by Grand View Research).

 The main market dynamics
to consider are the growing numbers of AWGs across various end-use verticals and the high energy consumption, production cost, and high
carbon footprint of such technology. EAWD's innovative off-the-grid systems, birthed from intensive AWG technology research, offer distinct
advantages over both centralized and traditional off-the-grid solutions. Designed for optimal efficiency, these systems prioritize environmental
sustainability by utilizing renewable energy sources, primarily solar. Not just alternatives, they seamlessly complement existing centralized
infrastructures, ensuring a consistent supply of water and power. Their modular design promotes easy scalability, catering to growing
demands without massive overhauls. Furthermore, the decentralized nature of EAWD's systems offers enhanced reliability, reducing the risks
of large-scale outages that plague centralized setups. This fusion of resilience, sustainability, and efficiency positions EAWD's solutions
as a comprehensive response to modern energy and water needs. The urgency of these considerations is heightened by climate change. Data
from the Intergovernmental Panel on Climate Change (IPCC) reveals that there is a more than 50% chance that global temperature rise will
reach or surpass 1.5 degrees C (2.7 degrees F) between 2021 and 2040, and in a high-emissions scenario, the world may hit this threshold
several years earlier by 2037.

 The mission of EAWD is to
provide sustainable water generation systems based on high efficiency, renewable sources and to provide off-the-grid self-sufficient energy
supply solutions. Through a combination of the best design and configuration of state-of-the-art technology-assisted solutions, EAWD has
created a completely self-sufficient off-the-grid energy generation and water production system, which can be simultaneously used to meet
potable water requirements and the electrical energy needs of the industrial sector.

 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-the-grid AWG Systems or its water generation, the development, sale, and operation of the EAWD off-the-grid
EV Charging Stations, sale of EAWD off-the-grid Power Systems, and EAWD off-the-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.

 Geographic Range and Local
Adaptability

 EAWD promotes and commercializes
its green technology solutions via commission-based distributers and agents worldwide, leveraging the strengths and a unique understanding
of each geographical region:

 Germany: Using its German foothold as the European green tech hub, EAWD can access the vast EU network and capitalize on Germany's reputation for tech innovation. Germany has the need of 1 million EV charging stalls to be available by 2030. The average revenue of a DC charger at 0.89/Kw is 1,009 per day. This includes the German federal incentive for CO2 of 0.25/Kw. EAWD plans to install 60 stalls by the end of 2024 and 90 stalls in the first quarter of 2025.

 Mexico: EAWD plans to utilize its Mexico office as the bridge to North and South American markets, tapping into Latin America's burgeoning needs for sustainable water and energy generation.

 USA: Due to its vastness and diversity and given the varied water supply and EV charging opportunities across the country, specialized agents targeting distinct states and regions are essential. States like Colorado, California, Nevada, New Mexico, Utah and Arizona are all currently suffering serious droughts. EAWD plans to set up several off-the-grid Atmosphere Water Generation Systems in each of these states.

 EAWD works closely with agents
who possess nuanced local market insights who can assist in tailoring EAWD solutions to meet regional demands more effectively. EAWD is
also implementing a comprehensive training program for its distributors and agents that will ensure, not only a deeper understanding of
EAWD's offerings but will also enable effective marketing and sales strategies.

 In essence, EAWD's optimal
commercialization strategy must pivot around its key offices in Germany, Mexico, and the USA. These act not just as sales points but as
strategic epicenters for training, market adaptation, and robust support, ensuring global market resonance.

 Our Products

 The technological solutions offered by our Company
are the following:

 EAWD Off-the-Grid AWG Systems

 Today, atmospheric water
generators (AWGs) are standard equipment in many places; however, operating AWGs requires high amounts of energy that is often not available
in the places where they are needed most, making the price for the generated water very high. Our innovative EAWD off-the-grid AWG
Systems are designed to have an internal power supply and ability to generate power. Our EAWD off-the-grid AWG Systems produce sufficient
quantities of potable water even in very dry and hot climate conditions and can be scaled to almost any size, community, and/or population.
Presently, AWGs are largely used in Asian and African countries. The majority of manufacturers of AWGs, which rely on dehumidifying, are
located in China. Almost every U.S. based AWG brand is also supplied by manufacturers in China.

 By contrast, EAWD uses a
proven German technology for condensate water from the air based on A/C technology. We believe that this method allows higher, more
efficient, sustainable performance and a larger quantity of water generation because of its internal power supply and because it does
not require high humidity to function. EAWD has licensed the rights to use this German AWG technology for ninety-nine years; however,
thanks to our continued research and development efforts, the Company has designed a new, innovative and more efficient configuration
that allows the substantial amount of energy required to operate the equipment to be supplied by the equipment itself. Our EAWD off-the-grid
AWG Systems line is different in size from the standard AWG line. Our EAWD off-the-grid AWG Systems are energy self-sufficient and can
condense large amounts of water out of the atmosphere and we believe they could be a solution in countries around the world that deal
with issues of water scarcity.

 Our EAWD off-the-grid AWG
System with an internal power supply, works by first "inhaling" large volumes of air, then cooling the air down to the dew
point, and finally collecting, filtering, and mineralizing the resulting condensed water. Through this process, pure drinking water is
created that meets the quality standards of the World Health Organization (WHO). In regions with high temperatures and high humidity
levels, a single system can generate more than 300,000 liters of water per day. Our EAWD off-the-grid AWG Systems line starts at 2,640
gallons/day and can expand the water supply to one acre-feet/day, which we believe, in effect, is essentially the ability to produce an
unlimited supply of water. As a certified vendor of the United Nations (UN) Global Marketplace, EAWD is introducing the EAWD off-the-grid
AWG and Power Systems to the UN with the hopes of initially supplying the equipment to large cluster of agencies established in key locations
for humanitarian response as well as refugee camps around the world in need of fresh water.

 EAWD Off-the-Grid Water Purification
Systems

 EAWD also seeks to
respond to the growing need for drinking water by proposing a water purification solution utilizing solar, photovoltaic energy and, when
applicable, a mini-windmill or other alternate source of renewable energy. The design of the system is ready to be built and delivered
on demand.

 Generally, drinking
water is produced by passing sea water, lake water, river water, or stagnant water through several stages of purification and treatment
until it is rendered drinkable in accordance with WHO standards. In the case of sea or stagnant water, we recommend a treatment via reverse
osmosis membranes, which permits the retention of dissolved solids and results in obtaining water of drinking quality. If the water being
treated emanates from lakes or rivers, we recommend treatment via an ultrafiltration membrane which functions by retaining suspended materials
such as colloids, viruses and bacteria. The systems proposed by EAWD are containerized and contain all the equipment necessary to function
autonomously, in part due to an automatic cleansing system that can be accessed remotely via satellite or the internet. Moreover, the
machines use available renewable energy sources such as solar or wind to function.

 EAWD Off-the-Grid EV Charging
Stations

 The global electric vehicle
fluids market has grown from $1.33 billion in 2022 to $1.7 billion in 2023 at a compound annual growth rate (CAGR) of 27.4%. The electric
vehicle fluids market is expected to grow to $4.57 billion in 2027 at a CAGR of 28.0%. (Source: Electric Vehicle Fluids Global Market
Report 2023 Report from Research and Markets.)

 There is also an increasing
consensus among European truck manufacturers and industry stakeholders that battery electric trucks (BETs) will play a dominant role in
the decarbonization of the road freight sector. Most truck makers including Daimler, DAF, MAN, Scania and Volvo are now focusing on bringing
BETs to the mass market for all vehicle segments, including long-haul, starting from 2024. For this, a network of public high-power and
overnight charging points needs to be rolled out across Europe no later than 2024.

 Based on our patent-pending
off-the-grid Power System, EAWD has developed an innovative design and configuration of off-the-grid charging stations for BETs and electric
vehicles in Germany. In 2021, EAWD built its first off-the-grid charging station in Relligen, Germany to charge our fleet vehicles and
to gather usage and operational data. Our product is the first off-the-grid solution available in Europe for charging the BETs and electric
passenger vehicles that are currently on the roads of Europe. EAWD plans to establish up to 1,700 charging stations throughout Germany
starting with 40 locations scheduled to be installed by the end of the fourth quarter of 2024.

 EAWD Off-the-Grid Power Systems

 Today, batteries for stationary
storage have become a commodity, but in order to reduce the duration, complexity and cost of the installation, and to increase its capacity
or relocate a system over time as well as to reduce its carbon footprint and environmental impact, we offer a complete Electrical Energy
Storage System (EESS) and Energy Management System (EMS) for a wide range of customers and applications, including microgrids and EV fast
charging stations. A highly capable energy management system which secures the efficient energy supply and storage of energy. Example:
with elements such as software and Battery Management System (BMS) our systems can allow controlled and optimized battery cell management.

 This product portfolio includes
systems and complete services for solar power generation in the building envelope. A high-quality frameless glass solar panel with a super-matte
surface, which secures a high-performance energy source.

 In contrast to classic solar
systems on the roof, EAWD combines the highest standards of aesthetics with high efficiency energy generation. With these solutions, EAWD
supports its customers on their way to CO2 neutrality and the search for alternative renewable energies.

 Current Projects

 The Company envisions a dual-utility
future for its systems, simultaneously offering both water and energy where needed. We plan to establish off-the-grid charging stations
throughout Germany and, given the increasing drought issues there and in France, Spain, Italy, the United States, Mexico, and other parts
of Latin America, EAWD foresees its systems providing vital water supplies to these regions.

 Germany

 The Company has secured a
7,200 sqm plot in Kassel, adjacent to the A7 Autobahn, which is Germany's primary north-south route located at the heart of the country.
On June 1, 2023, EAWD commenced construction of Europe's premier large-scale, off-the-grid charging station for electric trucks and passenger
vehicles in Germany.

 Harnessing solar and wind
power, each EAWD off-the-grid Charging System will be capable of consistently powering up to 120 DC charging stalls, depending on the
size of the charging park. Specifically, the Kassel off-the-grid System is designed to simultaneously charge 50 electric trucks and up
to 60 electric vehicles (EVs). This patented system is designed for future integration and expansion. EAWD's technology creates
a "micro-grid" that operates independently from the public power grid, ensuring continuous EV charging regardless of public
grid availability. Often referred to as a "mini-grid" or "island grid," it offers consistent power for both AC
and DC chargers. In Kassel, the stalls will range in power from 300 KW to 480 KW, with some having dual charging capabilities, allowing
two trucks to charge simultaneously. This system is equipped to cater to both the emerging 800 Volt vehicles and the more common 400 Volt
charging systems, accommodating the diverse charging needs of today's electric vehicles and trucks.

 In 2021, the Company also
completed the development and installation of the first of forty planned solar powered EAWD off-the-grid EV Charging Stations for electric
long-haul trucks in Relligen, Germany. Our charging stations are the first off-the-grid charging station available for these e-trucks
in Europe and the Company plans to contract with companies that own these electric long-haul trucks to provide fleet charging as well
as to install them in public places for per-use fees with the following business model:

 1.

 E-Truck Overnight Parking: A per-truck parking fee of 6 for 12 hours 12 for 24 hours. Additionally, customers will be required to pay a 4 per truck reservation fee and applicable tax.

 2.

 E-Truck Monthly Parking: A monthly flat rate of 1,000 for up to ten trucks per day. We will negotiate these monthly contracts with local companies to provide their drivers prearranged local parking.

 3.

 Long-term Logistics: In the event a freight forwarder needs a long-term parking solution, the fee will be 140 per month per truck.

 4.

 Hourly Public Charging: The general public will receive one hour of free parking with the purchase of at least 20 worth of charging. Regular rates apply after one hour.

 5.

 Overnight Public Parking: Overnight public parking will be charged at the above-listed hourly public parking rates, plus charging fees.

 In 2021, the Company installed
an EAWD off-the-grid AWG System powered by solar energy at its office location in Relligen, Germany. This installation served as a demonstration
of the system's capacity to produce significant amounts of water, with projections reaching up to two million gallons daily. In addition,
the surplus energy harnessed from the sun has been effectively utilized to charge the Company's five electric vehicles. In October
2023, the Company moved to a larger office and warehouse space in Bargteheide, Germany, where it plans to re-install its demonstration
system.

 Mexico

 In November 2020, our distributor
in Mexico made a significant move by placing an initial order valued at USD $550,000 for a solar-powered EAWD off-the-grid AWG System.
This system was manufactured in Germany and delivered in accordance with the terms of the purchase agreement in 2021. Following the success
of this transaction and evident satisfaction of the client, the Company is in active discussions with the same client for the acquisition
of three additional units. For a comprehensive understanding and details of the purchase contract, one can refer to the copy of such
contract filed as Exhibits 10.8 and 10.9 to this Annual Report on Form 10-K.

 This successful implementation
of our product and the trust demonstrated by our Mexican client has spurred interest by others in the region. Consequently, we are witnessing
an uptick in proposal submissions for potential clients across Mexico in Mexico City, Monterrey, San Luis Potosi, Quintana Roo, and Merida.

 On November 30, 2023, EAWD
and several significant landowners of the Magdalena Contreras Municipality in Mexico City signed a joint Memorandum of Understanding
("MOU") to formalize their commitment to join forces to initiate a groundbreaking project: the first off-the-grid AWG plant
on the American continent. This MOU lays out the groundwork for the development of this pioneering facility. In its initial phase, the
plant is expected to produce approximately 3.2 millions of liters of water annually by extracting moisture directly from the air.

 South Africa

 In 2019, the Company signed
a sales contract for the sale of a solar powered EAWD off-the-grid AWG System to a South African customer for
a purchase price of $2,800,000. The build out of the equipment began in the fourth quarter of 2019, however because of delays due to
COVID-19 and the global supply chain, the expected delivery date is late 2024. The Company has not yet received any payments from this
customer. The foregoing description of the purchase contract does not purport to be complete and is qualified in its entirety by reference
to the copy of such contract filed as Exhibit 10.7 to this Annual Report on Form 10-K.

 Worldwide Business Relationships

 EAWD's strategic placement
of commission-based independent agents and distributors in diverse regions like Germany, Mexico, the United States, India, Canada, Australia,
Colombia, Nepal, Kenya, Morocco, and Thailand will create a robust framework for long-term business opportunities.
Aside from the purchase order for an eAWG system placed by the Mexican distribution agent discussed elsewhere in this prospectus, these
agents and distributors have not yet generated any sales of the Company's products.

 In developed markets like
Germany and the U.S., the strong focus on sustainability and advanced technology aligns perfectly with EAWD's green solutions. Emerging
economies such as Mexico, Colombia, and India offer substantial opportunities due to their urbanization-driven water and energy challenges.
In countries like Nepal, Kenya, and Morocco, EAWD can address acute water scarcity and energy issues, catering to specific local needs.

 Our local agents provide
invaluable insights into market trends, regulations, and customer behaviors, ensuring tailored and relevant product offerings. This deep
connection to and understanding of local needs fosters community trust, a vital factor for sustained business growth. Continuous feedback
from the field enables EAWD to refine its products, maintain competitiveness, and expand its portfolio, aligning with evolving market
demands. Opportunities for collaboration with local entities further amplify EAWD's reach and impact.

 EAWD's geographical diversification
minimizes business risks while maximizing reach into key markets. By strategically aligning solutions to regional challenges and leveraging
local expertise, EAWD is not just penetrating these markets but planting seeds for sustained growth and leadership in the global green
tech industry. This multifaceted approach ensures that EAWD's technology remains at the forefront of the essential quest for sustainable
water, energy, and energy management solutions across the globe.

 Competition

 Regarding the atmospheric
water generation process, we compete by providing innovative systems assembled with state-of-the-art technologies and that contain self-sufficient
power supplies, which make them more sustainable and profitable than the traditional solutions. We also set ourselves apart by providing
services that are valued by our customers such as reliable sales relationships, product innovations, and responses to changing market/business
needs.

 T he
market witnesses the presence of a diversified array of large and small scale manufacturers resulting in a significant level of competition
in the global market. The competition in the market, both in the residential and commercial sectors, is projected to grow in intensity
and is characterized by the demand for advanced and reliable atmospheric water generator units. Rising demand for industrial-size AWGs,
particularly in regions facing water shortages, is expected to create opportunities for new market players such as EAWD through 2027.
Moreover, current research that is focused on increasing overall product efficiency in the industry is anticipated to open new avenues
for market players over the coming years. According to an atmospheric water generator market size report (published by Grand View Research
in 2020), some of the prominent players in the atmospheric water generator (AWG) market include: Akvo Atmospheric Water Systems Pvt. Ltd.,
Dew Point Manufacturing, Saisons Trade & Industry Private Limited, Water Maker India Pvt. Ltd., Planets Water, Water Technologies
International, Inc. (WTII), SkyWater Air Water Machines, Drinkable Air, Hendrx Water, Atlantis Solar, GENAQ Technologies S.L., Air2Water
LLC, EcoloBlue, Inc and Watergen. On some level, each of these companies faces the two
main industry challenges: carbon footprint and high-power requirement.

 As
per the report, the global renewable energy industry was accounted for $881.7 billion in 2020, and is expected to reach $1,977.6 billion
by 2030, growing at a CAGR of 8.4% from 2021 to 2030. The most popular renewable energy sources currently are: Solar energy. Wind energy.
Hydro energy. Tidal energy. Geothermal energy. Biomass energy. As for the sector of electromobility in a base-case scenario, EV-charging
demand could reach 23 TWh per year in Germany by 2030 or up to 43 TWh in an accelerated-adoption scenario, an 8 percent increase over
current energy demand. This accelerated scenario corresponds to 16 million EVs in Germany by 2030, an increase in line with studies commissioned
by the European Union and spurred by its proposed ICE vehicle ban as well as improving engine-efficiency rates. The solar charging has
a very small print in the industry and EAWD consider itself as pioneer of off-the-grid Charging stations in the eMobility industry, since
as today no records could be found about the existence of full off-the-grid charging stations.

 We compete by providing innovative
systems assembled with state-of-the-art technologies and that contain self-sufficient power supplies, which make them more sustainable
and profitable than the traditional solutions. We also set ourselves apart by providing services that are valued by our customers such
as reliable sales relationships, product innovations, and responses to changing market/business needs.

 Corporate Information

 We are incorporated as Florida corporation and
have operations based in Bargteheide, Germany.

 Our website is www.energy-water.com.
Our website and the information contained therein, or connected thereto, are not intended to be incorporated into the registration statement
of which this prospectus forms a part.

 Our principal executive offices
are located at 7901 4th Street N STE #4174, St Petersburg, Florida. Our telephone number is 727-677-9408, and our website is www.energy-water.com.

 Our
operations in Germany are located at the office address Ballindamm 3, 20095 Bargteheide, Germany.
Our Telephone number is +49 40 809 08 1354.

 Our office in Mexico is located
in SM6 M1 L1 Piso 5 Corporativo Malecon Americas Sm6aF Cancun Quintana Roo. Cp. 77503, Mexico.

 The transfer agent for our common stock is Worldwide
Stock Transfer, LLC, located at One University Plaza, Suite 505, Hackensack, NJ 07601, Phone: (201) 820-2008, Fax: (201) 820-2010.

 Government Regulation

 The manufacturing, processing,
testing, packaging, labeling, and advertising of the technologies that we sell may be subject to a broad ranges of laws and regulations
in the United States and around the world, including rules promulgated by the U.S. Food and Drug Administration (FDA), the U.S. Federal
Trade Commission, the U.S. Department of Agriculture, the U.S. Environmental Protection Agency, and by the standards provided by the U.S.
Department of Health and Human Services and the World Health Organization for drinking water. Our operations may also be regulated by
various agencies of states, localities, and foreign countries in which consumers reside. Currently, the technologies we intend to use
in our solutions and our services are not subject to any governmental regulation in the United States although it is possible that the
FDA may choose to regulate the quality of water produced from atmospheric water generating machines in the near future.

 Since the Company may be
subject to a wide range of regulation covering every aspect of our business as mentioned above, we cannot predict the nature of any future
U.S. laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative
orders, when and if promulgated, would have on the business in the future. Although the regulation of water is less restrictive than that
of drugs and food additives, we cannot offer assurance that the current statutory scheme and regulations applicable to water will remain
less restrictive. Further, we cannot assure you that, under existing laws and regulations, or if more stringent statutes are enacted,
regulations are promulgated, or enforcement policies are adopted, we are or will be in compliance with these new statutes, regulations
or enforcement policies without incurring material expenses or adjusting our business strategy. Any laws, regulations, enforcement policies,
interpretations or applications applicable to our business could require the reformulation of products, all of which are supplied by third
parties, to meet new standards or the recall or discontinuance of certain products not capable of reformulation, additional record keeping,
expanded documentation of the properties of certain products, expanded or different labeling or scientific substantiation.

 Employees

 We presently have eleven
employees: Ms. Irma Velazquez, our Chief Executive Officer, Vice-Chairman of the Board, and a significant stockholder, Mr. Ralph Hofmeier,
our Chief Technology Officer, Chairman of the Board, and a significant stockholder, four engineers, two technicians, one accountant assistant,
and two assemblers. Ms. Velazquez and Mr. Hofmeier are married.

 Over time, we may be required
to hire employees or continue to engage independent contractors in order to execute the projects necessary to grow and develop the business.
These decisions will be made by our officers and directors, if and when appropriate. We work with commission-based agents and distributors
to promote and sell the Company's technology solutions. These agents and distributors are independent contractors with whom we have
contractual relationships and are compensated solely based on commission.

 JOBS Act and the Implications of Being an Emerging
Growth Company

 We are an "emerging
growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of
2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions
from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. We elected to take advantage of all of these exemptions.

 In addition, Section 107
of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay compliance with new or revised
accounting standards until those standards are applicable to private companies. We have elected to take advantage of the benefits of this
extended transition period.

 We will be an emerging growth
company until the last day of the first fiscal year following the fifth anniversary of our first common equity offering, although we will
lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in any
three-year period or if we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). We will qualify as a "large accelerated filer" as of the first day
of the first fiscal year after we have (i) more than $700,000,000 in outstanding common equity held by our non-affiliates as of the last
day of our most recently completed second fiscal quarter; (ii) been a public company for at least 12 months; and (iii) filed at least
one annual report with the SEC. The value of our outstanding common equity will be measured each year on the last day of our second fiscal
quarter.

 Intellectual Property

 We rely on a combination of trademarks, copyrights,
trade secrets and patents and contractual provisions, to protect our proprietary technology and our brands.

 The Company has [2] trademarks registered in the United
States for our brands, brand names and logos. The Company also has trademarks in the European Union, Argentina and Brazil.

 The Company has filed an application to patent its EAWD Off-Grid AWG Systems with the USPTO and WIPO.

 The Company has filed an application to patent its EAWD Off Grid Self Sufficient Electric Vehicle Charging Station with the USPTO and WIPO.

 ITEM 1A. RISK FACTORS.

 As a Smaller Reporting Company,
the Company is not required to include the dis closure required under this Item 1A.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM 1C. CYBERSECURITY.

 For
their new cybersecurity section in Form 10-Ks, companies should confirm compliance with the new line item requirements in Item 106 of
Regulation S-K, as summarized below.

 Risk
Management and Strategy. Under new Items 106(b)(1), companies must:

 Describe
the registrant's processes, if any, for assessing, identifying and managing material risks from cybersecurity threats in sufficient
detail for a reasonable investor to understand those processes. In providing such disclosure, a registrant should address, as applicable,
the following non-exclusive list of disclosure items:

 (i)
Whether and how any such processes have been integrated into the registrant's overall risk management system or processes.

 (ii)
Whether the registrant engages assessors, consultants, auditors, or other third parties in connection with any such processes.

 (iii)
Whether the registrant has processes to oversee and" identify such risks from cybersecurity threats associated with its use of any
third-party service provider.

 The
SEC's purpose in adopting new disclosure items in Item 106(b)(1) was to "allow investors to ascertain a registrant's cybersecurity
practices, such as whether they have a risk assessment program in place, with sufficient detail for investors to understand the registrant's
cybersecurity risk profile," while at the same time avoiding details that "could increase a company's vulnerability to cyberattack." 15

 Cybersecurity
Threat Disclosure. Under new Item 106(b)(2), companies must:

 Describe
whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected
or are reasonably likely to materially affect the registrant, including its business strategy, results of operations, or financial condition
and if so, how.

 This
new requirement in Item 601(b)(2) was proposed in 2022 by the SEC to "equip investors to better comprehend the level of cybersecurity
risk the company faces" and "assess the company's preparedness regarding such risk," but also aligns with the SEC's 2018
guidance, which encourages companies to address the impact of any prior cybersecurity incidents in their
risk factors. We expect many companies to provide a cross reference to existing risk factor disclosure on this point and to consider,
as appropriate, any additional disclosure to address and clarify whether or not any cybersecurity incidents experienced to date have
constituted a material cybersecurity incident. As the SEC noted, companies should likewise consider whether they need to revisit or refresh
any previous disclosure made about cybersecurity incidents as they prepare this disclosure, including during the process of investigating
a cybersecurity incident. 17

 Governance
Board Disclosure. Under new Item 106(c)(1), companies must:

 Describe
the board of directors' oversight of risks from cybersecurity threats.

 If
applicable, identify any board committee or subcommittee responsible for the oversight of risks from cybersecurity threats and describe
the processes by which the board or such committee is informed about such risks.

 For
this requirement in Item 601(c)(1), although the SEC opted not to adopt a proposal to require disclosure of the frequency of board and
committee discussions, the SEC specifically noted in the adopting release that the disclosure may include discussion of frequency, including
the board or board committee's reliance on "periodic (e.g., quarterly) presentations by the registrant's chief information security
officer to inform its consideration of risks from cybersecurity threats." 18 Notably, the SEC also removed its proposed
requirement that companies disclose whether any directors have cybersecurity expertise, noting that "effective cybersecurity processes
are designed and administered largely at the management level and that directors with broad-based skills in risk management and strategy
often effectively oversee management's efforts without specific subject matter expertise as they do with other sophisticated technical
matters." 19

 Governance
Management Disclosure. Under new Item 106(c)(2), companies must:

 Describe
management's role in assessing and managing the registrant's material risks from cybersecurity threats. In providing such disclosure,
a registrant should address, as applicable, the following non-exclusive list of disclosure items:

 (i)
Whether and which management positions or committees are responsible for assessing and managing such risks, and the relevant expertise
of such persons or members in such detail as necessary to fully describe the nature of the expertise. Relevant expertise may include,
for example, prior work experience in cybersecurity; any relevant degrees or certifications; any knowledge, skills or other background
in cybersecurity.

 (ii)
The processes by which such persons or committees are informed about and monitor the prevention, detection, mitigation, and remediation
of cybersecurity incidents.

 (iii)
Whether such persons or committees report information about such risks to the board of directors or a committee or subcommittee of the
board of directors.

 For
this requirement in Item 106(c)(2), the SEC noted that this list is a "non-exclusive list" that companies should consider when
describing management's role in cybersecurity oversight, and that this disclosure would "typically encompass identification of whether
a registrant has a chief information security officer [(CISO)] or someone in a comparable position." The detailed information required
about the CISO's background (including the CISO's prior work experience, knowledge, skills and degrees or certifications held) is notable
in that it goes beyond current disclosure requirements regarding other members of company management.

 ITEM 2. PROPERTIES.

 Our registered office is
located at 7901 4 th 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. Since October 2020, the Company had an official registered Branch,
which became an officially registered subsidiary in Hamburg Germany; the office address Bellindam 3, 20095 Hamburg. Our Telephone
number is +49 40 809 08 1354.

 We do not own any real property.
We may procure additional space as we add employees and expand geographically. We believe that our current facilities are adequate to
meet our needs for the immediate future and that, should it be needed, suitable additional space will be available to accommodate expansion
of our operations.

 ITEM 3. LEGAL PROCEEDINGS.

 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.

 Due to the nature of the
Company's business, the Company may at times be subject to claims and legal actions. The Company accrues liabilities when it is probable
that future costs will be incurred, and such costs can be reasonably estimated. Such accruals are based on developments to date and the
Company's estimates of the outcomes of these matters. Except as set forth above, as of December 31, 2023 we are not currently subject
to any legal proceedings, nor to the knowledge of management are any legal proceedings threatened that are likely to have a material adverse
effect on our financial position, results of operations or cash flows.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Our common stock is currently
quoted on the OTCQB tier of the OTC Market under the symbol "EAWD" There is currently a limited market for our common stock
and the volume of our common stock traded on any day may vary significantly from one day to another. Trading in stock quoted on the OTC
Market's OTCQB is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to
do with our operations or business prospects. The availability of buyers and sellers represented by this volatility could lead to a market
price for our common stock that is unrelated to operating performance. Moreover, the OTC Market's OTCQB is not a stock exchange,
and trading of securities quoted on the OTC Market's OTCQB is often more sporadic than the trading of securities listed on a stock
exchange like NYSE or NASDAQ. There is no assurance that there will be a sufficient market in our stock, in which case it could be difficult
for our stockholders to resell their shares.

 On April 25, 2024, the closing
price of our common stock was $0.09 per share as reported on the OTC QB Market maintained by OTC Markets Group, Inc.

 The
following table sets forth for the respective periods indicated the prices of our common stock in this market as reported and summarized
by the OTC Markets. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments
and may not represent actual transactions.

 HIGH

 LOW

 Fiscal Year 2023:

 First Quarter

 $
 0.12

 $
 0.03

 Second Quarter

 $
 0.06

 $
 0.03

 Third Quarter

 $
 0.08

 $
 0.02

 Fourth Quarter

 $
 0.11

 $
 0.03

 Fiscal Year 2022:

 First Quarter

 $
 0.45

 $
 0.15

 Second Quarter

 $
 0.25

 $
 0.16

 Third Quarter

 $
 0.21

 $
 0.05

 Fourth Quarter

 $
 0.08

 $
 0.02

 Penny Stock

 The SEC has adopted rules
that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system,
provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings
and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and
remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains
a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread
between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant
terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such
form, including language, type size and format, as the SEC shall require by rule or regulation.

 The broker-dealer also must
provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices
apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement
showing the market value of each penny stock held in the customer's account.

 In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special
written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy
of a written suitability statement.

 These disclosure requirements
may have the effect of reducing the trading activity for our common stock. Therefore, shareholders may have difficulty selling our securities.

 Holders

 As of December 31, 2023,
we had 867 record holders of our common stock, holding 268,040,179 shares of common stock. The number of record holders was determined
from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of bank,
brokers and other nominees.

 Dividends

 We have never declared nor paid any cash dividends
on our common stock, and currently intend to retain all of our cash and any earnings for use in our business and, therefore, do not anticipate
paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends on our common stock will be at the
discretion of the Board of Directors and will be dependent upon our consolidated financial condition, results of operations, capital requirements
and such other factors as the Board of Directors deems relevant.

 Securities authorized for issuance under equity
compensation plans

 Reference is made to " Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Securities Authorized for Issuance
under Equity Compensation Plans " for the information required by this item.

 Recent
Sales of Unregistered Securities

 During the fiscal year ended
December 31, 2023, the Company issued $153,000 in convertible debentures.

 During 2023, holders of convertible
debentures exercised their conversion options on convertible debentures amounting to $178,000 in exchange for 9,682,321 shares of common
stock.

 During the year ended December
31, 2023, the Company engaged in the following equity events:

 Sale of Common Stock and
Subscriptions

 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 January 1, 2023 through March 31, 2023, the Company
sold 13,674,000 shares of the Company's common stock to investors for an aggregate purchase price of $310,700, which were
all issued in the second quarter of 2023.

 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 2,520,000 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.

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

 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. In the first
quarter of 2023, the Company issued 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.

 In
the fourth quarter of 2023, the holder of our convertible debt elected to convert $50,000 in principal, $3,682 in accrued interest
and $900 in other fees into 3,496,616 shares
of common stock.

 Return of shares in settlement
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 have entered into a settlement agreement whereby the Company agreed to pay the defendants $120,000 in return for
the defendants' surrender of an aggregate 266,634 shares of the Company's 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.

 Shares issued for services

 On October 6, 2023, the Company
issued 56,975 shares of the Company's common stock to a vendor for services valued at $5,000.

 On November 11, 2023, the
Company issued 459,279 shares of the Company's common stock to a vendor for services valued at $15,000.

 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.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

 Introductory
Statement

 The following discussion
and analysis of the results of operations and financial condition for the fiscal years ended December 31, 2023 and 2022 should be
read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this
Report. This discussion contains forward-looking statements and information relating to our business that reflect our current views
and assumptions with respect to future events and are subject to risks and uncertainties that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements.

 These forward-looking
statements speak only as of the date of this report. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including
the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of
any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to
actual results.

 Addressing Challenges
the Current War in Ukraine

 The current war in Ukraine
has 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 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. The
war in Ukraine could continue to result in social, economic and labor instability in the countries in which we or our customers and suppliers
operate.

 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 and Estimates

 Our financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these
financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and
expenses. Note 2 of the Notes to Financial Statements describes the significant accounting policies used in the preparation of the financial
statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

 A critical accounting policy
is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective
or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting
estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of
the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur,
would have a material effect on our financial condition or results of operations.

 Estimates and assumptions
about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various
other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as
additional information is obtained and as our operating environment changes. These changes have historically been minor and have been
included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying
judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly
stated in accordance with accounting principles generally accepted in the United States and present a meaningful presentation of our financial
condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and
assumptions used in the preparation of our financial statements:

 Risks and
Uncertainties – The Company's business could be impacted by price pressure on its product manufacturing, acceptance
of its products in the marketplace, new competitors, changes in federal and/or state legislation and other factors and new technology.
If the Company is unsuccessful in securing adequate liquidity, its plans may be curtailed. Adverse changes in these areas could negatively
impact the Company's financial position, results of operations and cash flows.

 Basis of Presentation

 The consolidated financial
statements 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. 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 periods presented have been reflected herein.

 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 useful life of property and equipment, 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.

 Income Taxes

 Income taxes are accounted
for under the asset and liability method as stipulated by ASC 740, "Accounting for Income Taxes". Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized
in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use
of the valuation allowance. A valuation allowance is applied when in management's view it is more likely than not (50%) that such
deferred tax will not be utilized.

 ASC 740 provides interpretative
guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In the
unlikely event that an uncertain tax position exists in which the Corporation could incur income taxes, the Corporation would evaluate
whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A
liability for uncertain tax positions would then be recorded if the Corporation determined it is more likely than not that a position
would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable.

 As of December 31, 2023 and
2022, the Corporation does not believe any uncertain tax positions exist that would result in the Corporation having a liability to the
taxing authorities. The Corporation's policy is to classify interest and penalties related to unrecognized tax benefits, if and
when required, as part of interest expense and general and administrative expense, respectively, in the statement of operations. The Corporation's
tax returns for the years ended 2013 through 2022 are subject to examination by the federal and state tax authorities. The Corporation's
tax returns for the tax year ended 2023 have not been filed.

 We record our provision for
income taxes in our consolidated statements of operations and comprehensive loss by estimating our taxes in each of the jurisdictions
in which we operate. We estimate our actual current tax exposure together with assessing temporary differences arising from differing
treatment of items recognized for financial reporting versus tax return purposes. These differences result in deferred tax assets, which
are included in our balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses
previously recognized in our consolidated statements of operations and comprehensive loss become deductible expenses under applicable
income tax laws, or loss or credit carry forwards are utilized. Valuation allowances are recorded when necessary to reduce deferred tax
assets to the amount expected to be realized.

 Significant management judgment
is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded
against our net deferred tax assets. We make these estimates and judgments about our future taxable income that are based on assumptions
that are consistent with our future plans. As of December 31, 2023, we had recorded a full valuation allowance on our U.S. net deferred
tax assets because we expect that it is more likely than not that our deferred tax assets will not be realized in the foreseeable future.
Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted.

 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. The Company recognized no revenue during
the years ended December 31, 2023 and 2022.

 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.

 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, customer/investor deposit 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.

 Stock-Based Payments

 The Company adopted Accounting
Standards Update 2018-07 ("ASU 2018-07"), "Improvement to Nonemployee Share Based Payment Accounting", which expanded
the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance was
applied prospectively to all new awards granted after the date of adoption. In addition, the guidance was applied to all existing equity-classified
awards for which a measurement date has not been established under ASC 505-50 by the adoption date by remeasuring at fair value as of
the adoption date and recording a cumulative effect adjustment to opening accumulated deficit on January 1, 2019.

 For the Company's equity-classified
awards for which a measurement date has not been established under ASC 505-50, the fair value on January 1, 2019, the adoption date, approximated
the value assigned on December 31, 2018, therefore no cumulative adjustment to opening accumulated deficit was required.

 Under the revised guidance,
the accounting for awards issued to non-employees will be similar to the model for employee awards, except that ASU 2018-07:

 allows the Company to elect on an award-by-award basis to use the contractual term as the expected term assumption in the option pricing model, and

 the cost of the grant is recognized in the same period(s) and in the same manner as if the grantor had paid cash.

 Employee and Non-Employee
Share Based Compensation

 The Company applies ASC 718-10,
"Share - Based Payment," which requires the measurement and recognition of compensation expenses for all share-based payment
awards made to employees and directors including employee stock options under the Company's stock plans and equity awards issued
to non-employees based on estimated fair values.

 ASC 718-10 requires companies
to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award
is recognized as an expense on a straight-line basis over the requisite service periods. The Company recognizes share based award forfeitures
as they occur.

 The Company estimates the
fair value of granted option equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of
assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant
date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology
sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is
based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted
to employees and directors using the "simplified" method. Grants to non-employees are based on the contractual term. Changes
in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company.

 Recent
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.

 Results of Operations

 The
following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in
this Report.

 Comparison
of the fiscal years ended December 31, 2023 and December 31, 2022

 For the Year Ended

 2023

 2022

 General and Administrative Expenses

 Professional fees

 $
 958,809

 $
 494,926

 Officers' salaries and payroll taxes

 546,678

 479,933

 Marketing fees

 41,401

 226,975

 Travel and entertainment

 78,128

 42,696

 Other general and administrative expenses

 1,016,708

 666,358

 Total general and administrative expenses

 2,641,724

 1,910,888

 Loss from operations

 (2,641,724
)

 (1,910,888
)

 Other income (expense)

 Change in fair value of derivative

 (395,556
)

 234,654

 Other income (expense)

 19,725

 (93,732
)

 Loss on settlement of liabilities

 (200,358
)

 —

 Interest income (expense), net

 (215,405
)

 (172,614
)

 Total other income (expense)

 (791,594
)

 (31,692
)

 Loss before taxes

 (3,433,318
)

 (1,942,580
)

 Taxes

 —

 —

 Net loss

 $
 (3,433,318
)

 $
 (1,942,580
)

 Revenue

 During
the years ended December 31, 2023 and 2022 we generated no revenue.

 Cost
of equipment sold

 No
costs were recognized in fiscal years 2023 and 2022.

 Gross
profit

 The
Company had no gross profit for the years ended December 31, 2023 and 2022.

 General
and Administrative Expense

 General and administrative
expense increased by $730,836 or 38% to $2,641,724 for the year ended December 31, 2023 from $1,910,888 for the year ended December 31,
2022. The following discussion provides further explanation of the change in each item.

 The
largest element of change was
an increase in professional fees by $463,883 or 94% to $958,809 as compared to $494,926 for the year ended December 31, 2022 as
a result of higher accounting fees, litigation fees, legal fees and SEC matters. Additionally, the increase in general and administrative
expenses was due to an increase in other general and administrative expenses by $350,350 which includes large increases in insurance
and rent for the current year due to the new office and warehouse spaces. Finally, an increase in
officer's salaries and payroll taxes of $66,745 was incurred as new employee contracts were signed in 2023, increasing salaries
and related taxes, offset by a decrease in Marketing fees of $185,574.

 Other
Expense

 Other
expense increased by $759,902 from a $31,692 net expense (2022) to a $791,594 net expense (2023) primarily as a result of a decrease in
change in fair value of derivatives of $630,210, an increase in loss on settlement of liabilities of $200,358, and an increase in interest
expense of $42,791,
offset by an increase in other income of $113,457.

 Net Loss

 Net loss increased by $1,490,738
to $3,433,318 for the year ended December 31, 2023, when compared to $1,942,580 for the year ended December 31, 2022 due to the reasons
discussed above.

 Liquidity and Capital
Resources

 We had cash of $76,627 and
a working capital deficit of $1,071,780 at December 31, 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 we began our operations in 2012. At December 31, 2023, we had an accumulated deficit of $27,771,291. 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 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 year ended December 31, 2023, through the sale of common stock.

 Comparison of Cash Flows for the Years Ended
December 31, 2023 and December 31, 2022

 For the Year Ended

 2023

 2022

 Net cash used in operating activities

 $
 (2,337,741
)

 $
 (1,618,916
)

 Net cash used in investing activities

 (39,949
)

 (196,018
)

 Net cash provided by financing activities

 2,417,341

 1,280,001

 Effect of exchange rate changes on cash

 (3,911
)

 (13,849
)

 Net increase (decrease) in cash

 $
 35,741

 $
 (548,782
)

 Cash Flows from Operating
Activities

 We used $2,337,741 of cash
in our operating activities in 2023 compared to $1,618,916 used in 2022. Cash used of $2,337,741 includes a net loss of $3,433,318, offset
by non-cash expenses of $1,009,478 principally related to amortization of debt discount and deferred financing costs of $208,053, depreciation
and amortization expense of $95,554, change in fair value of derivative liability of $395,556, foreign currency loss of $12,758, imputed
interest on related party loans of $14,748 loss on settlement of $200,358, bad debt expense of $52,761, stock issued for services of $19,116,
and non-cash lease expense of $43,492, offset by $10,639 of returned shares on settlement and $22,728 of loss on partial extinguishment
of convertible debt. Cash from working capital items in the amount of $86,099 principally related to an increase in accounts payable,
accrued expenses and deferred taxes of $90,748 and an increase in due to officers of $97,901, offset by an increase in inventory of $5,660,
an increase in prepaid expenses and other current assets of $64,268, and a decrease in operating lease liabilities, current and non-current
of $43,942.

 Cash Flows from Investing
Activities

 We used $39,949 and $196,018
of cash to purchase property and equipment for the year ended December 31, 2023 and 2022, respectively.

 Cash Flows from Financing
Activities

 We received $2,417,341 and
$1,280,001 in cash from financing activities in 2023 and 2022, respectively. Cash flow from financing activities of $2,417,341 is primarily
due to increased financing in 2023 through $2,316,300 in proceeds from the sale of shares and subscriptions to purchase common shares
and $153,000 in proceeds from convertible loans payable, offset by repayments of finance lease liabilities in the amount of $51,959.

 Financial Position

 Total Assets –
At December 31, 2023, the Company had $1,424,800 total assets representing $76,627 in cash, $451,986 in inventory, $379,490 in prepaid
expenses and other current assets, $229,363 in property and equipment, and $287,334 in operating lease right-of-use assets.

 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.

 Off Balance Sheet Arrangements

 We have no off-balance sheet arrangements.

 Related
Party Transactions

 Amounts due to officers as of December 31,
2023 and 2022 are:

 December 31, 2023

 December 31, 2022

 Ralph Hofmeier:

 $
 2,253

 $
 56,400

 148,985

 86,265

 Total due to Ralph Hofmeier

 151,238

 142,665

 Irma Velazquez:

 7,341

 10,393

 126,688

 69,434

 Total due to Irma Velazquez

 134,029

 79,827

 Total amount due to officers

 $
 285,267

 $
 222,492

 Unsecured advances due to
officers represent unreimbursed company expenses paid by the officers on behalf of the Company and accrued salaries. These net advances
are non-interest bearing and are due on demand.

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

 On January 9, 2020, the Company
entered into a Settlement Agreement with each of Mr. Hofmeier and Ms. Velazquez whereby (i) Mr. Hofmeier agreed to receive an aggregate
1,022,095 shares of Common Stock and 2,002,488 shares of Series A Preferred Stock in full and complete satisfaction of an aggregate $1,175,000
in unpaid compensation owed to him pursuant to his January 1, 2012 employment agreement with the Company and (ii) Ms. Velazquez agreed
to receive an aggregate 1,022,095 shares of Common Stock and 1,778,488 shares of Series A Preferred Stock in full and complete satisfaction
of an aggregate $1,063,000 in unpaid compensation owed to her pursuant to her January 1, 2012 employment agreement with the Company.

 On December 18, 2020, the
Company entered into a Settlement Agreement with each of Mr. Hofmeier and Ms. Velazquez whereby Mr. Hofmeier and Ms. Velazquez each
agreed to receive 300,000 shares of its Series A Preferred Stock with fair market value of $150,000 (collectively, the "Compensation
Shares"). Compensation Shares were issued in full satisfaction of the $150,000 accrued salary due each of the executives in
2020. In recognition of each of Mr. Hofmeier and Ms. Velazquez' extraordinary service to and sacrifice for the benefit of
the Company, simultaneously with the Compensation Shares, each executive received a one-time bonus of (i) 10,000,000 shares of the Company's
Common Stock with an aggregate fair market value of $1,500,000 and (ii) 2,700,000 shares of the Company's Series A Preferred Stock,
with an aggregate fair market value of $1,350,000.

 Customer deposit

 EAWC-TV functions as a distributor
of EAWD product. In 2019, EAWC-TV, having secured EAWD's first customer, has placed a $550,000 order for a solar powered atmospheric
water generator ("AWG") for one of its customers. EAWC-TV and the Company on December 13, 2019 agreed to accept a $303,742
reduction in the balance owed by EAWD to EAWC-TV as a deposit with EAWD related to this order. The deposit was satisfied through delivery
of the equipment when performance has occurred. The equipment was built in Germany.

 The
Company and EAWC-TV agreed as it had done in 2019, to clear the outstanding balances in the D/T/F EAWC-TV and the outstanding balance
it carried in its accounts payable account for administrative services, which it did on December 26, 2020 which resulted in an additional
down payment of $193,497. 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 December 31, 2023 and 2022 were $0 and $52,761
respectively.

 Going Concern Qualification

 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 not currently recorded
any revenue and consequently has incurred operating losses since it began operations (December 2012) totaling $27,771,291 at December
31, 2023. During the year ended December 31, 2023, the Corporation incurred net losses of $3,433,318. The Company also had a working capital
deficit of $1,071,780 at December 31, 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 2024 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.

 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.

 As a Smaller Reporting Company, the Company is not
required to include the disclosure required under this Item 7A.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The consolidated financial
statements, notes to the consolidated financial statements and the respective reports of the Company's independent registered accountants
required to be filed in response to this Item 8 begin on page F-1.

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

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d–15(e) under the Exchange Act) are designed to provide reasonable assurance that information
required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the forms and rules of the SEC and that such information is accumulated and communicated to management, including
the CEO, in a manner to allow timely decisions regarding required disclosures.

 In connection with the preparation
of this Form 10–K, our management, including the CEO and CFO (Principal Accounting Officer), evaluated the effectiveness of the
design and operation of our disclosure controls and procedures as of December 31, 2022. As described below, management has identified
material weaknesses in our internal control over financial reporting, which is an integral component of our disclosure controls and procedures.
As a result of those material weaknesses, our management has concluded that, as of December 31, 2023, our disclosure controls and procedures
were not effective.

 Management's Report
on Internal Control over Financial Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the
registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the
registrant's board of directors, management and other personnel, 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
and includes those policies and procedures that:

 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

 Our internal control system
is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of
published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
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. In addition, because of changes in conditions, the effectiveness of internal control may vary over
time.

 As
of December 31, 2023, management conducted an evaluation of the effectiveness of our internal control over financial reporting based on
the criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013)
(COSO) and identified material weaknesses. Due to financial constraints, we have not fully implemented a remediation plan. A "material
weakness" is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood
that a material misstatement of our annual or interim financial statements will not be presented or detected by our employees.

 The specific
material weaknesses that management identified in our internal controls as of December 31, 2023 are as follows:

 Inadequate segregation of duties,

 Limited level of multiple reviews among those tasked with preparing the financial statements,

 Lack of a formal internal control environment.

 We consider an incomplete
governing board and transactions running through our executives as a failure of our internal control system. To remediate we will require
the time and funds to secure additional qualified personnel and the funds to proper support services to facilitate their functions.

 Plans for Remediation of Material Weaknesses

 Our commitment to fortifying
our internal controls is unwavering. As part of our ongoing endeavor to elevate these controls, we are actively deploying a robust remediation
strategy to systematically address previously identified material weaknesses. Throughout the fiscal year 2024, we will diligently apply
our financial resources to ensure the successful execution of this plan.

 In response to the need for
additional expertise in our accounting department, we have welcomed a new part-time Chief Financial Officer to our team and augmented
our staff with specialized accounting consultants. These steps are pivotal in achieving a balanced allocation of duties. Concurrently,
we are in the process of codifying our policies and procedures, which will significantly enhance the cohesion between our financial operations
and other non-accounting divisions. We are also collaborating with external experts to ensure that our remediation efforts are both efficient
and comprehensive.

 We acknowledge that our journey
towards a fully optimized internal control environment may require further actions beyond those currently anticipated. It is possible
that the measures we are implementing might not fully remediate the identified issues, or guarantee the complete effectiveness of our
internal controls, or preclude the possibility of future material weaknesses or significant deficiencies. Our goal is to rectify any shortcomings
in our internal controls expediently. However, should we encounter delays, our capability to accurately and promptly document, process,
and disclose financial data in compliance with SEC regulations could be compromised. Such a scenario may negatively influence the market
perception and liquidity of our common stock, undermine investor confidence, and expose us to potential regulatory scrutiny and sanctions.
This could, in turn, have a material and detrimental impact on our business operations and financial health.

 Changes in Internal
Control over Financial Reporting

 Except as otherwise stated
above, there were no changes in our internal control over financial reporting or in other factors during the quarter ended December 31,
2023, that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

 Attestation Report of
Registered Public Accounting Firm

 The Company is a non-accelerated
filer and is not subject to Section 404(b) of the Sarbanes Oxley Act. Accordingly, this Annual Report does not contain an attestation
report of our independent registered public accounting firm regarding internal control over financial reporting, since the rules for Smaller
Reporting Companies provide for this exemption.

 ITEM 9B. OTHER INFORMATION.

 During the quarter ended
December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a
"Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation
S-K.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

 None.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors and Executive Officers

 Our directors and executive
officers as of December 31, 2023 are listed below. The number of directors is determined by our board of directors. All directors hold
office until the next annual meeting of the board or until their successors have been duly elected and qualified. Officers are elected
by the board of directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the
board of directors.

 Name

 Age

 Principal Positions with Us

 Ms. Irma Velazquez

 Chief Executive Officer, Secretary, and Vice-Chairman of the Board of Directors

 Mr. Ralph Hofmeier

 Chief Technology Officer, and Chairman of the Board of Directors

 Mr. Amedeo Montonati

 Interim Chief Financial Officer

 * Mr. Rodney resigned on
January 18, 2023, and Mr. Amedeo Montonati was subsequently engaged as Chief Financial Officer on January 30, 2023.

 Ms. Irma Velazquez brings to the
Company her certified expertise of sustainable development and emerging technologies, along with her extensive experience and managerial
skills on large-scale project management. Ms. Velazquez worked from 1997 to 2010 in United Nations agencies such as the World Health Organization,
Farmaciens Sans Frontieres, Red Cross and Crescent Societies (IFRC) where she served in the positions of Information Technology Manager,
Sustainable Development Manager and Programme Manager, leading the strategic development and execution of corporate vision for operations,
communications, and marketing, as well as a Disaster & Crisis Management Coordinator, where she demonstrated the ability to govern
complex programs and organizations, which drove development and implementation of business plans, operational structures, processes, and
procedures. From 2012 to August 2022, Ms. Velazquez acted as Chief Operations Officer and Vice-Chairman of the Board of Directors of EAWD.
She is currently the Chief Executive Officer and Vice Chairman of the Board of Directors. Ms. Velazquez has a Master in Sciences from
the Erasmus University of Rotterdam, experience in diplomatic negotiations and proven experience building positive relationships
with government entities, agencies, and private sector partners. Ms. Velazquez speaks French, English and Spanish.

 Mr. Ralph Hofmeier has a mechanical
engineering background. He has worked in companies such as Powermax Energy & Business Solutions Inc., where from 2003 to 2008 he served
as President. From the merger of that company with EAWD in 2008 until August 2022, he served as President, Chief Executive Officer and
Chairman of the Board of Directors of EAWD. He is currently the Chief Technology Officer and remains the Chairman of the Board of Directors.
Mr. Hofmeier speaks German and English.

 Over the last 20 years, Mr. Hofmeier has established
and developed several multinational companies in green tech distribution and commercialization, such as Powermax LLC, Powermax Inc and
Powermax GmbH. With a solid track record of investment and financial joint ventures and his prior multicultural experience throughout
the European and American markets, we believe that Mr. Hofmeier brings our Board and our Company a clear vision of business development,
investor relations and joint ventures.

 Mr. Gary
Rodney agreed to provide services to the Company as its Interim Chief Financial Officer as an independent contractor. Pursuant
to his consulting agreement, Mr. Rodney received a monthly fee of $7,000. The consulting agreement has an initial term of one (1) year
and is automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew. Mr.
Rodney has resigned as Interim Chief Financial Officer of the Company and the consulting agreement with InfoQuest Technologies Inc. has
been terminated.

 Mr. Amedeo
Montonati has recently joined the Company as Chief Financial Officer. Prior to taking this position, Mr. Montonati was a Senior
Administrative Consultant at Hawksford Group in Hong Kong from 2018 to 2021 and since then has served as an associate director at AOGB
Professional Services Group and as Interim CFO at Brera Holdings PLC. Mr. Montonati holds an MBA from University of South Australia, Hong
Kong.

 Family Relationships

 Mr. Hofmeier and Ms. Velazquez
are married.

 Involvement in Certain
Legal Proceedings

 To the best of our knowledge,
none of our directors or officers, during the past ten years has:

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

 had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which the person was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, the person's involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or been associated with persons engaged in any such activity;

 been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

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

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

 Except as set forth in our
discussions in this Report, none of our directors or executive officers has been involved in any transactions with us or any of our directors,
executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

 Term of Office

 Directors are appointed for a one-year term to hold
office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers
are appointed by our Board of Directors and hold office until removed by the Board of Directors.

 Board Committees and Corporate
Governance

 Our
Board currently has no separate committees, and the Board acts as the audit committee and the compensation committee. The functions of
those committees are being undertaken by our Board because we do not currently have any independent directors and our Board believes that
the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance.
We do not have yet an audit committee financial expert serving on the Board.

 Shareholder Communications

 Although we do not have a
formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at 7901 4th Street
N STE #4174, St Petersburg, Florida, 33702 Attention: Corporate Secretary or email to investor.relations@energy-water.com.

 Shareholders who would like
their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

 Oversight of Risk Management

 Risk
is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks,
including economic risks, financial risks, legal and regulatory risks and others, such as the impact of competition. Management is responsible
for the day-to-day management of the risks that we face, while our Board has responsibility for the oversight of risk management. In its
risk oversight role, our Board is responsible for satisfying itself that the risk management processes designed and implemented by management
are adequate and functioning as designed. Our Board assesses major risks facing our Company and options for their mitigation in order
to promote our stockholders' interests in the long-term health of our Company and our overall success and financial strength. A
fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage
those risks, but also understanding what level of risk is appropriate for us. The involvement of our full Board in the risk oversight
process allows our Board to assess management's appetite for risk and also determine what constitutes an appropriate level of risk
for our Company. Our Board regularly includes agenda items at its meetings relating to its risk oversight role and meets with various
members of management on a range of topics, including corporate governance and regulatory obligations, operations and significant transactions,
risk management, insurance, pending and threatened litigation and significant commercial disputes.

 Code
of Business Conduct and Ethics

 Our Board of Directors has
adopted a code of ethical conduct that applies to our principal executive officer, principal financial officer and senior financial management.
This code of ethical conduct is embodied within our Code of Business Conduct and Ethics, which applies to all persons associated with
our Company, including our directors, officers and employees (including our principal executive officer, principal financial officer,
principal accounting officer and controller). In order to satisfy our disclosure requirements under Item 5.05 of Form 8-K, we will disclose
amendments to, or waivers of, certain provisions of our Code of Business Conduct and Ethics relating to our chief executive officer, chief
financial officer, chief accounting officer, controller or persons performing similar functions on our website promptly following the
adoption of any such amendment or waiver.

 ITEM 11. EXECUTIVE COMPENSATION.

 Summary Compensation Table

 The following table sets
forth the compensation earned by our President and Chief Executive Officer and our Chief Operating Officer, and our only officers, for
the years ended December 31, 2023 and 2022.

 Name and Principal Position

 Year

 Salary

($)

 Bonus

($)

 Total

($)

 Irma Velazquez

 2023

 217,514

 (1)

 —

 217,514

 Chief Executive Officer

 2022

 210,757

 (2)

 29,163(3)

 239,920

 Ralph Hofmeier

 2023

 217,514

 (1)

 —

 217,514

 Chief Technology Officer

 2022

 210,757

 (2)

 29,163(4)

 239,920

 Amedeo Montonati (5)

 2023

 96,242

 —

 96,242

 Interim Chief Financial Officer

 2022

 —

 —

 —

 Gary Rodney (6)

 2023

 3,500

 —

 3,500

 Interim Chief Financial Officer

 2022

 84,000

 —

 84,000

 ———————

 (1)

 Converted from Euros to U.S. Dollars using the yearly average EUR/USD conversion rate of 1.087571 (Source:

 (2)

 Converted from Euros to U.S. Dollars using the yearly average EUR/USD conversion rate of 1.053783 (Source:

 (3)

 Consists of a lump sum cash bonus paid pursuant to that certain August 4, 2022 employment agreement of Irma Velazquez in recognition of her past services to the Company.

 (4)

 Consists of a lump sum cash bonus paid pursuant to that certain August 4, 2022 employment agreement of Ralph Hofmeier in recognition of his past services to the Company.

 (5)

 Began serving as interim Chief Financial Officer on January 30, 2023.

 (6)

 Served as interim Chief Financial Officer through January 30, 2023.

 Outstanding Equity Awards at Fiscal Year End

 There were no outstanding equity awards held by of
our executive officers as of December 31, 2023.

 Compensation of Directors

 During the year ended December 31, 2023, no director
of the Company received compensation from us.

 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 $217,000, 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 to this report on Form 10-K.

 Consulting Agreements

 Effective as of June 3, 2021,
the Company entered into a consulting services agreement with InfoQuest Technologies Inc., whereby Mr. Gary Rodney agreed to provide services
to the Company as its Interim Chief Financial Officer as an independent contractor. Pursuant to the consulting agreement, Mr. Rodney receives
a monthly fee of $7,000. The consulting agreement has an initial term of one (1) year and is automatically renewed for successive one-year
terms unless either party delivers timely notice of its intention not to renew. The foregoing description
of the consulting agreement does not purport to be complete and is qualified in its entirety by reference to the copy of such agreement
filed as Exhibit 10.6 to this report on Form 10-K. Effective as of January 18, 2023, Mr. Rodney has resigned as Interim
Chief Financial Officer of the Company and the consulting agreement with InfoQuest Technologies Inc. has been terminated.

 On January 30, 2023, the
Company executed an engagement letter with AOB Accounting and Consultancy Services Company Limited pursuant to which Mr. Amedeo Montonati
will provide services to the Company as its Chief Financial Officer. Pursuant to the engagement letter, the Company pays a monthly fee
of $7,500 per calendar month for the first three months and $9,000 for the following three months, exclusive
of any expenses and out-of-pocket expenses disbursements. The engagement letter
has an initial term of six months that can be extended by mutual agreement of the parties.

 The
foregoing description of the engagement letter does not purport to be complete and is qualified in its entirety by reference to the copy
of such agreement filed as Exhibit 10.7 to this report on Form 10-K.

 EAWD 2022 Long Term Incentive Plan

 Effective as of September 12, 2022, the Board of Directors
adopted the Energy and Water Development Corp. 2022 Long Term Incentive Plan (the "2022 LTIP"). Under the 2022 LTIP, the Company
reserved 17,493,000 shares of common stock to grant shares of common stock of the Company to employees and individuals who perform services
for the Company. The purpose of the 2022 LTIP is to attract and retain the best available personnel for positions of substantial responsibility,
to provide incentives to individuals who perform services for the Company, and to promote the success of the Company's business.
The 2022 LTIP permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Board of Directors may determine. As of December
31, 2023, there are 10,483,502 shares of common stock available for issuance under the 2022 LTIP.

 Pension Benefits and Nonqualified Deferred
Compensation

 The Company does not maintain
any qualified retirement plans or non-qualified deferred compensation plans for its employees or directors.

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

 The following table sets
forth the number of shares of our voting stock beneficially owned, as of April 26, 2024, by (i) those persons known by us to be owners
of more than 5% of our common stock, (ii) each director, (iii) our Named Executive Officers, and (iv) all executive officers and directors
as a group.

 Except as otherwise noted,
the person or entities listed below have sole voting and investment power with respect to all shares of our common stock beneficially
owned by them, except to the extent this power may be shared with a spouse. All information with respect to beneficial ownership has been
furnished by the respective 5% or more shareholders, directors, director nominees or executive officers, as the case may be. Each holder's
percentage ownership before this offering is based on 268,040,179 shares of common stock outstanding as of April 26, 2024, adjusted
as required by rules of the SEC. Unless otherwise noted, the mailing address of each listed beneficial owner is c/o Energy and Water Development
Corp. 7901 4th Street N STE #4174, St Petersburg, Florida.

 Common Stock

 Series A Preferred Stock

 Name and address of beneficial owner.

 No. of

 % of
 Class (1)

 No. of

 % of
 Class (2)

 Directors and Officers

 Ms. Irma Velazquez

 39,515,388

 14.32
 %

 4,778,488

 48.85
 %

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

 Mr. Ralph Hofmeier

 27,918,378

 10.12
 %

 5,002,488

 51.15
 %

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

 All officers and directors as a group (two persons)

 67,433,766

 24.44
 %

 9,780,976

 100.00
 %

 5% Security Holders: None

 ———————

 (1)

 Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.

 (2)

 Applicable percentages are based on 9,780,976 – Series A preferred shares outstanding, adjusted as required by rules of the SEC. Series A preferred shares provide for voting rights at 5 votes per preferred share and are convertible into 5 shares of common stock per preferred share.

 Securities Authorized for Issuance under
Equity Compensation Plans

 Effective as of September 12, 2022, the Board of Directors
adopted the Energy and Water Development Corp. 2022 Long Term Incentive Plan (the "2022 LTIP"). Under the 2022 LTIP, the Company
reserved 17,493,000 shares of common stock to grant shares of common stock of the Company to employees and individuals who perform services
for the Company. The purpose of the 2022 LTIP is to attract and retain the best available personnel for positions of substantial responsibility,
to provide incentives to individuals who perform services for the Company, and to promote the success of the Company's business.
The 2022 LTIP permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Board of Directors may determine. As of December
31, 2023, there are 10,483,502 shares of common stock available for issuance under the 2022 LTIP.

 Equity Compensation Plan Information as of
December 31, 2023

 Plan Category

 Number of
 Securities to Be
 Issued upon
 Exercise of
 Outstanding
 Options,
 Warrants and
 Rights

 Weighted
 Average
 Exercise Price
 of
 Outstanding
 Options,
 Warrants and
 Rights

 Number of
 Securities
 Remaining
 Available for
 Future
 Issuance
 under the Plan
 (Excluding
 Securities
 Reflected in
 Column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 —

 $
 —

 10,483,502

 Equity compensation plans not approved by security holders

 —

 $
 —

 —

 Total

 —

 $
 —

 10,483,502

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

 Certain Relationships and Related Transactions

 The following is a summary
of transactions since the years ended December 31, 2023 and 2022 to which we have been a party in which the amount involved exceeded the
lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years, and
in which any of our then directors, executive officers or holders of more than 5% of any class of our stock at the time of such transaction,
or any members of their immediate family, had or will have a direct or indirect material interest. See also " Executive Compensation "
for additional information regarding compensation of related parties.

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

 December 31, 2023

 December 31, 2022

 Ralph Hofmeier:

 $
 2,253

 $
 56,400

 148,985

 86,265

 Total due to Ralph Hofmeier

 151,238

 142,665

 Irma Velazquez:

 7,341

 10,393

 126,688

 69,434

 Total due to Irma Velazquez

 134,029

 79,827

 Total amount due to officers

 $
 285,267

 $
 222,492

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

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

 Customer deposit

 EAWC-TV functions as a distributor
of EAWD product. In 2019, EAWC-TV, having secured EAWD's first customer, has placed a $550,000 order for a solar powered EAWD Off-Grid
AWG System for one of its customers. EAWC-TV and the Company on December 13, 2019 agreed to accept a $303,742 reduction in the balance
owed by EAWD to EAWC-TV as a deposit with EAWD related to this order. The deposit was satisfied through delivery of the equipment. The
equipment was built in Germany.

 The Company and EAWC-TV agreed as it had done in 2019,
to clear the outstanding balances in the D/T/F EAWC-TV and the outstanding balance it carried in its accounts payable account for administrative
services, which it did on December 26, 2020 which resulted in an additional down payment of $193,497. Ralph Hofmeier owns 5% of the issued
and outstanding stock of EAWC-TV and, other than the right to vote on issues presented to stockholders, he has no control over the management
or operations of the company. 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 December 31, 2023
and 2022 were $0 and $52,761, respectively.

 Related Person Transaction
Policy

 Our Board considers and approves
or disapproves any related person transaction. The Company's written policies and procedures on related party transactions cover
any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness
or guarantee of indebtedness) in which: (i) the Company (or any subsidiary) is a participant; (ii) any related party has or will have
a direct or indirect interest; and (iii) the aggregate amount involved (including any interest payable with respect to indebtedness) will
or may be expected to exceed $120,000, except that there is no $120,000 threshold for members of the audit committee (if any). A related
party is any: (i) person who is or was (since the beginning of the two fiscal years preceding the last fiscal year, even if they do not
presently serve in that role) an executive officer, director or nominee for election as a director; (ii) greater than five percent (5%)
beneficial owner of the Company's common stock; or (iii) immediate family member of any of the foregoing. An immediate family member
includes a person's spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law,
and brothers- and sisters-in-law and any person (other than a tenant or employee) sharing the same household as such person.

 In determining whether to
approve or ratify a related party transaction, the Board, or disinterested directors, as applicable, will take into account, among other
factors it deems appropriate: (i) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated
third party under the same or similar circumstances; (ii) the nature and extent of the related party's interest in the transaction;
(iii) the material terms of the transactions; (iv) the importance of the transaction both to the Company and to the related party; (v)
in the case of a transaction involving an executive officer or director, whether the transaction would interfere with the performance
of such person's duties to the Company; and (vi) in the case of a transaction involving a non-employee director or a nominee for
election as a non-employee director (or their immediate family member), whether the transaction would disqualify the director or nominee
from being deemed an "independent" director, and whether the transaction would disqualify the individual from serving on the
audit committee or the compensation committee (if any) or other committees of the Board under applicable exchange and other regulatory
requirements.

 The Board only approves those
related party transactions that are on terms comparable to, or more beneficial to us than, those that could be obtained in arm's
length dealings with an unrelated third party.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 The following table shows
the fees paid by us to TAAD, our current independent registered public accounting firm, for the years ended December 31, 2023 and 2022.

 TAAD

 2023

 2022

 Audit Fees (1)

 $
 71,034

 $
 80,475

 Audit Related Fees (2)

 $
 —

 $
 —

 Tax Fees

 $
 —

 $
 —

 All Other Fees

 $
 —

 $
 1,562

 ———————

 (1)

 Audit fees – these fees relate to the audit of our annual financial statements and the review of our interim quarterly financial statements.

 (2)

 Audit related fees – these fees reasonably related to the performance of the audit or review of our annual financial statements that are not reported above.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a)

 The following documents are filed as part of this report:

 (1)

 Financial Statements. See Index, which appears on page F-1 hereof.

 (2)

 Financial Statements Schedules. All schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes included in this report.

 (3)

 Exhibits. The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

 (b)

 The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

 Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of such parties. These representations and warranties:

 may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

 may apply standards of materiality that differ from those of a reasonable investor; and

 were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

 Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

 EXHIBIT INDEX

 Incorporated by Reference

 Filed or Furnished

 Exhibit #

 Exhibit Description

 Form

 Date Filed

 Exhibit #

 Herewith

 3.1

 Amended and Restated Articles of Incorporation

 1/31/2020

 3.1

 3.2

 Articles of Amendment to Articles of Incorporation of Energy and Water Development Corp.

 S-8

 10/28/22

 3.2

 3.3

 Bylaws of Energy and Water Development Corp.

 S-1

 10/7/2015

 3.2

 4.1

 Registration Rights Agreement by and between Energy and Water Development Corp. and Tysadco Partners, LLC dated January 26, 2022

 S-1

 5/31/2022

 4.1

 10.1 *

 Employment Agreement by and between Energy and Water Development Corp. and Ralph Hofmeier dated August 4, 2022

 8/4/2022

 10.1

 10.2 *

 Employment Agreement by and between Energy and Water Development Corp. and Irma Velazquez dated August 4, 2022

 8/4/2022

 10.2

 10.3

 Sales Contract for a Solar Powered Atmosphere Water Generation System by and between Eurosport Active World Corp and His Will Innovations LTD dated April 10, 2019

 S-1

 5/31/2022

 10.8

 10.4

 Amendment to Purchase and Sales Agreement by and between Energy and Water Development Corp. and EAWC Tecnologias Verdes SA de CV dated November 17, 2020

 S-1

 5/31/2022

 10.9

 10.5*

 Energy and Water Development Corp. 2022 Long Term Incentive Plan

 S-8

 10/28/2022

 4.1

 10.6*

 Consulting Agreement by and between InfoQuest Technology, Inc. and Energy and Water Development Corp. dated June 2, 2021

 S-1

 5/31/2022

 10.16

 10.7*

 Engagement Letter entered into as of January 30, 2023 by and between AOB Accounting and Consultancy Services Company Limited and Energy and Water Development Corp.

 2/1/2023

 10.1

 10.8*

 Settlement and Release Agreement dated effective as of January 18, 2023 by and among Energy and Water Development Corp., Gary Rodney, and InfoQuest Technology, Inc.

 1/18/2023

 10.1

 14.1

 Code of Ethics

 4/14/2020

 14.1

 21.1

 Subsidiaries of the Registrant

 S-1

 9/30/2023

 21.1

 31.1

 Certification of Principal Executive Officer (Section 302)

 Filed

 31.2

 Certification of Principal Financial Officer (Section 302)

 Filed

 32.1

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

 Furnished**

 97.1

 EAWD Clawback Policy Effective December 1, 2023

 Filed

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 ———————

 *

 Indicates management contract or compensatory plan.

 **

 In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

 ITEM 16. Form 10-K Summary

 Not applicable.

 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: April 26, 2024

 By:

 /s/ Irma Velazquez

 Irma Velazquez, Chief Executive Officer (Principal Executive Officer) Director and Vice-Chairman of the Board of Directors

 Date: April 26, 2024

 By:

 /s/ Amedeo Montonati

 Amedeo Montonati, Chief Financial Officer (Principal Financial and Accounting 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/ Ralph Hofmeier

 Chief Technology Officer, Director, and Chairman of the Board

 April 26, 2024

 Ralph Hofmeier

 /s/ Irma Velazquez

 Chief Executive Officer (Principal Executive Officer) Director and Vice-Chairman of the Board of Directors

 April 26, 2024

 Irma Velazquez

 /s/ Amedeo Montonati

 Chief Financial Officer (Principal Financial and Accounting Officer)

 April 26, 2024

 Amedeo Montonati

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm TAAD LLP (PCAOB ID # 5854)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To
the Board of Directors and

Stockholders of Energy and Water Development Corp. and Subsidiary

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Energy and Water Development Corp. and Subsidiary (the "Company")
as of December 31, 2023 and 2022, and the related statements of income, comprehensive income, stockholders' deficit, and cash flows
for the year then ended and the related notes to the consolidated financial statements (collectively referred to as the "consolidated
financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the year then ended,
in conformity with the accounting principles generally accepted in the United States.

 Going
Concern Matter

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 4 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital
deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters
are also described in Note 4 to the consolidated financial statements. The consolidated financials do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

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

 /s/ TAAD LLP

 We have served as the Company's auditor since 2021.

 Diamond Bar, California

 April 26, 2024

 F- 3

 Consolidated Balance Sheets

 2023

 2022

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 76,627

 $
 40,886

 Accounts receivable

 —

 52,761

 Inventory

 451,986

 457,646

 Prepaid expenses and other current assets

 379,490

 315,222

 TOTAL CURRENT ASSETS

 908,103

 866,515

 Property and equipment, net

 229,363

 245,667

 Operating lease right-of-use asset

 287,334

 62,113

 TOTAL ASSETS

 $
 1,424,800

 $
 1,174,295

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 978,468

 $
 1,023,563

 Accounts payable - related party

 16,900

 27,029

 Convertible loan payables, net of discount

 152,459

 73,664

 285,267

 222,492

 Derivative liability

 Current portion of operating lease liability

 153,803

 62,113

 Current portion of financing lease liability

 16,045

 14,327

 TOTAL CURRENT LIABILITIES

 1,979,883

 1,607,213

 Financing lease liability, net of current portion

 34,570

 48,946

 Operating lease liability, net of current portion

 133,531

 —

 TOTAL LIABILITIES

 2,147,984

 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 December 31, 2023 and December 31, 2022

 9,781

 9,781

 Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 268,040,179 and 182,934,483 shares issued and outstanding in December 31, 2023 and December 31, 2022, respectively

 268,039

 182,934

 Additional paid in capital

 26,776,442

 23,678,396

 Accumulated deficit

 ( 27,771,291
)

 ( 24,337,973
)

 Accumulated other comprehensive loss

 ( 6,155
)

 ( 15,002
)

 TOTAL STOCKHOLDERS' DEFICIT

 ( 723,184
)

 ( 481,864
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 1,424,800

 $
 1,174,295

 F- 4

 Consolidated Statements of Operations and Comprehensive
Income (Loss)

 For the Years Ended

 2023

 2022

 REVENUE

 Revenue

 $
 —

 $
 —

 TOTAL REVENUE

 —

 —

 COST OF EQUIPMENT SOLD

 Cost of equipment sold

 —

 —

 TOTAL COST OF EQUIPMENT SOLD

 —

 —

 GROSS PROFIT

 —

 —

 GENERAL and ADMINISTRATIVE EXPENSES

 Professional fees

 958,809

 $
 494,926

 Officers' salaries and payroll taxes

 546,678

 479,933

 Marketing fees

 41,401

 226,975

 Travel and entertainment

 78,128

 42,696

 Other general and administrative expenses

 1,016,708

 666,358

 TOTAL GENERAL and ADMINISTRATIVE EXPENSES

 2,641,724

 1,910,888

 LOSS FROM OPERATIONS

 ( 2,641,724
)

 ( 1,910,888
)

 OTHER INCOME (EXPENSE)

 Change in fair value of derivative

 ( 395,556
)

 234,654

 Other expense

 19,725

 ( 93,732
)

 Loss on settlement of liabilities

 ( 200,358
)

 —

 Interest expense

 ( 215,405
)

 ( 172,614
)

 TOTAL OTHER INCOME (EXPENSE)

 ( 791,594
)

 ( 31,692
)

 LOSS BEFORE TAXES

)

)

 TAXES

 —

 —

 NET LOSS

 $
)

 $
)

 OTHER COMPREHENSIVE INCOME (LOSS)

 Foreign currency translation adjustments

 8,847

 27,442

 TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

 $
 8,847

 $
 27,442

 COMPREHENSIVE LOSS

 ( 3,424,471
)

 ( 1,915,138
)

 Loss per common share – Basic and Diluted

 $
 ( 0.02
)

 $
 ( 0.01
)

 Weighted average number of common shares outstanding – Basic and Diluted

 215,064,242

 169,341,781

 F- 5

 Consolidated Statements of Changes in Stockholders'
Deficit

 For the years ended December 31, 2023 and 2022

 Common Stock

 Accumulated Other

 Preferred Stock

 Common Stock

 Subscriptions

 Paid-in

 Accumulated

 Comprehensive

 Stockholders'

 Capital

 Deficit

 Loss

 Deficit

 BALANCE AT December 31, 2021

 9,780,976

 $
 9,781

 143,840,643

 $
 143,840

 15,855,000

 $
 792,745

 $
 20,777,401

 $
 ( 22,395,393
)

 $
 ( 42,444
)

 $
 ( 714,070
)

 Subscriptions liability reclassification to subscriptions

 —

 —

 —

 —

 7,547,000

 377,350

 —

 —

 —

 377,350

 Sale of Common Stock

 —

 —

 36,443,736

 36,444

 ( 23,402,000
)

 ( 1,170,095
)

 2,385,652

 —

 —

 1,252,001

 Common stock issued for commitment fee

 —

 —

 500,000

 —

 —

 79,500

 80,000

 Common stock issued for services

 —

 —

 1,574,546

 1,574

 —

 —

 266,525

 —

 —

 268,099

 Common stock issued to satisfy convertible debt

 —

 —

 540,716

 —

 —

 49,459

 —

 —

 50,000

 Stock issued for interest and fees

 —

 —

 34,842

 —

 —

 3,187

 —

 —

 3,222

 Imputed interest on related party loans

 —

 —

 —

 —

 —

 —

 6,165

 —

 —

 6,165

 Derivative settled upon conversion of debt

 —

 —

 —

 —

 —

 —

 110,507

 —

 —

 110,507

 Net loss

 —

 —

 —

 —

 —

 —

 —

)

 —

)

 Other comprehensive loss

 —

 —

 —

 —

 —

 —

 —

 —

 27,442

 27,442

 BALANCE AT DECEMBER 31, 2022

 9,780,976

 $
 9,781

 182,934,483

 $
 182,934

 —

 $
 —

 $
 23,678,396

 $
 ( 24,337,973
)

 $
 ( 15,002
)

 $
 ( 481,864
)

 Sale of Common Stock

 —

 —

 67,490,988

 67,491

 —

 —

 2,248,809

 —

 —

 2,316,300

 Common stock issued for services

 —

 —

 516,255

 —

 —

 18,600

 —

 —

 19,116

 Common stock issued to satisfy convertible debt

 —

 —

 9,682,321

 9,682

 —

 —

 191,046

 —

 —

 200,728

 Common stock issued to officers for accrued salary

 —

 —

 6,952,523

 6,953

 361,531

 368,484

 Stock issued for interest and fees

 —

 —

 730,243

 —

 —

 12,242

 —

 —

 12,972

 Return of shares in settlement of litigation

 —

 —

 ( 266,634
)

 ( 267
)

 ( 10,372
)

 ( 10,639
)

 Imputed interest on related party loans

 —

 —

 —

 —

 —

 —

 14,748

 —

 —

 14,748

 Derivative settled upon conversion of debt

 —

 —

 —

 —

 —

 —

 261,442

 —

 —

 261,442

 Net loss

 —

 —

 —

 —

 —

 —

 —

)

 —

)

 Other comprehensive loss

 —

 —

 —

 —

 —

 —

 —

 —

 8,847

 8,847

 BALANCE AT December 31, 2023

 9,780,976

 $
 9,781

 268,040,179

 $
 268,039

 —

 $
 —

 $
 26,776,442

 $
 ( 27,771,291
)

 $
 ( 6,155
)

 $
 ( 723,184
)

 F- 6

 Consolidated Statements of Cash Flows

 For the Year ended

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

 Reconciliation of net loss to net cash used in operating activities

 Common stock issued for commitment fee

 —

 80,000

 Amortization of debt discount and deferred financing costs

 208,053

 93,986

 Depreciation and amortization

 95,554

 18,252

 Non-cash lease expense

 43,942

 —

 Change in fair value of derivative liability and derivative expense

 395,556

 ( 234,654
)

 Loan on partial extinguishment of convertible debt

 ( 22,728
)

 —

 Common stock issued for services

 19,116

 268,099

 Return of shares in settlement of litigation

 ( 10,639
)

 —

 Imputed interest on amounts owed to related parties

 14,748

 6,165

 Bad debt expense

 52,761

 —

 Loss on settlement

 200,358

 —

 Foreign currency loss

 12,758

 76,737

 Changes in operating assets and liabilities:

 Accounts receivable, net

 —

 2,260

 Inventory

 5,660

 ( 273,274
)

 Prepaid expenses and other current assets

 ( 64,268
)

 90,524

 Accounts payable and accrued expenses and deferred taxes

 90,748

 92,924

 Due to related party

 —

 ( 97,341
)

 Operating lease liabilities, current and non-current

 ( 43,942
)

 —

 97,901

 199,986

 CASH USED IN OPERATING ACTIVITIES

 ( 2,337,741

)

 ( 1,618,916
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of property and equipment

 ( 39,949

)

 ( 196,018
)

 NET CASH USED IN INVESTING ACTIVITIES

 ( 39,949

)

 ( 196,018
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds on convertible loans payable

 153,000

 178,000

 Repayments of convertible loans payable

 —

 ( 150,000
)

 Proceeds from sale of stock

 2,316,300

 1,252,001

 Payments of finance lease liabilities

 ( 51,959
)

 —

 CASH PROVIDED BY FINANCING ACTIVITIES

 2,417,341

 1,280,001

 Effect of exchange rate changes on cash

 ( 3,911)

 ( 13,849
)

 Net change in cash

 35,741

 ( 548,782
)

 Cash, beginning of period

 40,886

 589,668

 Cash, end of period

 $
 76,627

 $
 40,886

 F- 7

 Consolidated Statements of Cash Flows (Continued)

 For the Year ended

 2023

 2022

 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

 $
 12,972

 $
 3,222

 Reclassification of common stock subscriptions to common stock

 $
 —

 $
 1,170,095

 Common shares issued for conversion of loans payable

 $
 200,728

 $
 50,000

 Derivative liability discount

 $
 81,530

 $
 175,026

 Derivative settled upon conversion of debt

 $
 261,442

 $
 110,507

 Reclassification of equity to liability for derivatives

 $
 —

 $
 377,350

 Additions of finance lease obligations

 $
 119,089

 $
 64,417

 F- 8

 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. 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.

 In order to effectively cater
to its expanding operations within one of the EU's most environmentally advanced nations, the Company has strategically established
a branch for business operations in Germany, along with two wholly-owned German subsidiaries: Energy and Water Development Deutschland
GmbH ("EAWD Deutschland") and EAWD Logistik GmbH ("EAWD Logistik"). Moreover, recognizing the importance of regional
market demands, the Company has also extended its presence to Mexico through a wholly-owned subsidiary called EAWD Mexico SAPI de CV,
enhancing its capacity to address the needs of this area efficiently. This strategic positioning not only reflects the Company's commitment
to environmental progress but also ensures an optimized response to evolving market requirements.

 Note 2. Summary of Significant Accounting Policies

 Principles of Consolidation and Basis of Presentation

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

 The consolidated
financial statements include the accounts of Energy and Water Development Corp. and Subsidiary 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. 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 periods presented have been reflected herein.

 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, 2023, have been omitted.

 Foreign currency translation

 The United States
dollar ("USD") is the Company's reporting currency. The Company has a subsidiary 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 subsidiary 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 year ended
December 31, 2023 the Company used a spot rate of 1.10 and an average rate of 1.08 when converting EURO to USD.

 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.

 F- 9

 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. The Company does not have operating or financing leases.

 Cash

considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company
has $ 76,627 and $ 40,886 cash at December 31, 2023 and 2022.

 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 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

 Furniture and fixtures

 Automobile

 Machinery and equipment

 Deferred
Financing Costs

 The
Company has recorded deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing
activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method
over the term of the related debt. There were no deferred financing costs as of December 31, 2023. As of December 31, 2022,
unamortized deferred financing costs was $ 6,663
which was netted against the related debt.

 F- 10

 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 December 31, 2023 and December
31, 2022, were $ 376,941 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, and accounts payable and accrued expenses 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.

 Income Taxes

 Income taxes
are accounted for under the asset and liability method as stipulated by ASC 740, "Accounting for Income Taxes". Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax
rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be
realized by the use of the valuation allowance. A valuation allowance is applied when in management's view it is more likely than
not (50%) that such deferred tax will not be utilized.

 ASC 740 provides
interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. In the unlikely event that an uncertain tax position exists in which the Corporation could incur income taxes, the Corporation
would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing
authorities. A liability for uncertain tax positions would then be recorded if the Corporation determined it is more likely than not that
a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably
estimable.

 As of December
31, 2023 and 2022, the Corporation does not believe any uncertain tax positions exist that would result in the Corporation having a liability
to the taxing authorities. The Corporation's policy is to classify interest and penalties related to unrecognized tax benefits,
if and when required, as part of interest expense and general and administrative expense, respectively, in the statement of operations.
The Corporation's tax returns for the years ended 2012 through 2022 have been filed and are subject to examination by the federal
and state tax authorities. The Corporation's tax returns for the tax year ended 2023 have not been filed.

 F- 11

 Revenue Recognition

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 years ended December
31, 2023 and 2022, the Company did not recognize any revenue.

 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.

 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 8,317,828 in additional common shares at December
31, 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 5% 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.

 F- 12

 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.

 Note 4. Going Concern

 The Company has incurred operating losses since it
began operations (December 2012) totaling $ 27,771,291
 at December 31, 2023. During the year ended December 31, 2023, the Corporation incurred net losses of $ 3,433,318.
The Company had a working capital deficit of $ 1,071,780 at December 31, 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 2024. 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.

 F- 13

 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

 At December
31, 2023 and 2022, accounts receivable was $ 0 and
$ 52,761,
respectively. EAWC-TV has an unpaid balance on the equipment of $ 52,761,
which represents the majority of the balance of the Company's outstanding accounts receivable as of December 31, 2022. Ralph Hofmeier
owns 5% of the issued and outstanding stock of EAWC-TV and, other than the right to vote on issues presented to stockholders, he has
no control over the management or operations of the company. The Company came
into agreement with EAWC TV and wrote off the unpaid
balance of $ 52,761 during
the year ended December 31, 2023.

 Note 6. Inventory

 The components of inventory
at December 31, 2023 and 2022, consisted of the following:

 Schedule of inventory

 2023

 2022

 Work in progress

 $
 451,986

 $
 457,646

 Inventory, net

 $
 451,986

 $
 457,646

 Work In Progress only reflects the value of products in intermediate
production stages and excludes the value of finished products being held as inventory in anticipation of future sales and raw materials
not yet incorporated into an item for sale. Consisting of materials used for EAWD water generator, commercial solar panels supply, and
materials used for construction of a charging station.

 Note 7. Prepaid Expenses
and Other Current Assets

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

 Schedule of prepaid expenses and other current
assets

 2023

 2022

 Prepayment on inventory not received

 $
 1,467

 $
 —

 Miscellaneous prepaid expenses

 116,740

 140,676

 Value added tax receivable

 227,433

 158,200

 Security deposit

 33,850

 16,346

 Prepaid expenses and other current assets

 $
 379,490

 $
 315,222

 Note
8. Property and Equipment, Net

 The
components of property and equipment at December 31, 2023 and 2022, consisted of the following:

 Schedule of property and equipment

 2023

 2022

 Office equipment

 $
 14,077

 $
 5,911

 Furniture and fixtures

 2,531

 2,447

 Financing lease equipment

 66,614

 64,417

 Machinery and equipment

 105,003

 41,656

 Automobile

 153,804

 149,787

 Property and equipment, gross

 342,029

 264,218

 Less: Accumulated depreciation

 ( 112,666
)

 ( 18,551
)

 Property and equipment, net

 $
 229,363

 $
 245,667

 Depreciation
expense for the year ended December 31, 2023 and 2022 was $ 95,554 and $ 18,252, respectively, and is included in other general and administrative
expenses on the consolidated statements of operations and comprehensive loss.

 F- 14

 Note 9. Accounts Payable
and Accrued Expenses

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

 Schedule of accounts
payable and accrued expenses

 2023

 2022

 Accrued expenses

 $
 361,738

 $
 241,960

 Accounts payable

 269,806

 297,725

 Accounts payable – related party

 16,900

 27,029

 Accrued legal costs

 345,729

 349,726

 Accrued salary and payroll taxes

 1,195

 134,152

 Total

 $
 995,368

 $
 1,050,592

 As of December
31, 2023 and 2022, the Company owed Virhtech Gmbh, a related party of the Company, $ 16,900 and $ 27,029, respectively, for services performed
for the Company and is classified as accounts payable – related party on the consolidated balance sheets.

 Note 10. Convertible
Loans Payable

 As of
December 31, 2023, the Company had convertible loans payable balance of $ 193,000, net
of discount, of $ 40,541 resulting in a total of $ 152,459.

 As of December
31, 2022, the Company has convertible loans payable balance of $ 218,000, net of discount of $ 144,336 resulting in a total of $ 73,664.

 During the year
ended December 31, 2023, the Company issued one convertible loan in the aggregate amount of $ 153,000. The note bears 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 $ 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 bears 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. As December 31, 2023, the
note is fully converted.

 The convertible
loans were issued in several different forms as discussed below.

 Schedule of convertible
loans

 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

 Issuances of debt

 153,000

 Cash settlement of debt

 —

 Debt discount

 ( 256,555
)

 Conversions

 ( 33,663
)

 Amortization of debt discount

 216,013

 Balance of notes payable, net on December 31, 2023

 $
 152,459

 F- 15

 Derivative Liabilities

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 December 31, 2023 and 2022:

 Schedule of 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

 $

 Change Due to Issuances

 81,530

 Change due to exercise / redemptions

 ( 261,442
)

 Change in fair value

 372,828

 Balance as of December 31, 2023

 $

 A summary of quantitative information
with respect to valuation methodology and significant unobservable inputs used for the Company's common stock purchase that are
categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2023 and 2022 is as follows:

 Schedule of quantitative information

 December 31, 2023

 December 31, 2022

 Stock price

 $ 0.02 – 0.12

 $ 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

 4.64 % - 5.56 %

 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.

 F- 16

 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 and derivative
liabilities:

 Schedule of financial liabilities measured at fair value

 Fair value measured at December 31, 2023

 Quoted

 Significant

 prices in

 other

 Significant

 active
 markets

 observable inputs

 unobservable
 inputs

 Fair value

 (Level 1)

 (Level 2)

 (Level 3)

 2023

 Derivative liability

 $
 —

 $
 —

 $

 $

 Total

 $
 —

 $
 —

 $

 $

 Fair Value measured at December 31, 2022

 Quoted

 Significant

 prices in

 other

 Significant

 active
 markets

 observable
 inputs

 unobservable
 inputs

 Fair value at

 (Level 1)

 (Level 2)

 (Level 3)

 2022

 Derivative liability

 $
 —

 $
 —

 $

 $

 Total

 $
 —

 $
 —

 $

 $

 The fair value
accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in
pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows:

 Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets;

 Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and

 Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

 There were no
transfers between Level 1, 2 or 3 during the years ended December 31, 2023 and 2022.

 During the years
ended December 31, 2023 and 2022, the Company recorded a loss of $ 395,556 and a gain of $ 234,654, respectively, from the change in
fair value of derivative liability.

 Note 11. Leases

 Financing
leases

 The Company has entered into
a finance lease agreement for heavy machinery. 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 remaining lease term relating to its financing lease is 2.92
years, with a weighted-average discount rate of the 8.00 %.

incurred amortization expense for its financing lease of $ 19,078 and $ 1,299 during the years ended December 31, 2023 and 2022, respectively,
which was included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. During
the years ended December 31, 2023 and 2022, the Company made cash lease payments of $ 19,078 and $ 1,522, respectively. At December 31,
2023 and 2022, the financing lease right-of-use asset was $ 66,613 and $ 64,416, respectively, and is included in property and equipment,
net on the consolidated balance sheets, the current portion of financing lease liability was $ 16,045 and $ 14,327, respectively, and the
operating lease liability, net of current portion was $ 34,570 and $ 48,946, respectively.

 F- 17

 Operating
leases

 In October
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. The Company also entered into a vehicle lease in October 2023, with an unrelated party with monthly payments of 741 for
a 3 three-year term expiring in October 2026.

 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 1.84 years, with a weighted-average discount rate
of the 8.00 %.

incurred lease expense for its operating leases of $ 106,079 and $ 47,612 during the years ended December 31, 2023 and 2022, respectively,
which was included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. During
the years ended December 31, 2023 and 2022, the Company made cash lease payments of $ 106,079 and $ 47,612, respectively. At December 31,
2023 and 2022, the operating lease right-of-use asset was $ 287,334 and $ 62,113, respectively, the current portion of operating lease liability
was $ 153,803 and $ 62,113, respectively, and the operating lease liability, net of current portion was $ 133,531 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 December 31, 2023.

 Schedule of operating and financing leases

 Maturity
 of Lease Liabilities

 Operating
 lease liabilities

 Finance
 lease liability

 Total

 2024

 $
 171,074

 $
 19,515

 $
 190,589

 2025

 130,759

 19,515

 150,275

 2026

 8,179

 17,889

 26,068

 2027

 —

 —

 —

 Total future minimum lease payments

 310,013

 56,918

 366,931

 Less: Imputed interest

 ( 22,678
)

 ( 6,302
)

 ( 28,981
)

 Present value of lease liabilities

 $
 287,334

 $
 50,616

 $
 337,950

 Remaining lease term (in years)

 1.84

 2.92

 Note 12. Related Party Transactions

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

 Schedule of amounts due to officers

 2023

 2022

 Ralph Hofmeier:

 $
 2,253

 $
 56,400

 148,985

 86,265

 Total due to Ralph Hofmeier

 151,238

 142,665

 Irma Velazquez:

 7,341

 10,393

 126,688

 69,434

 Total due to Irma Velazquez

 134,029

 79,827

 Total amounts due to officers

 $
 285,267

 $
 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

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.

 F- 18

 Customer deposit

 EAWC-TV functions
as a distributor of EAWD product. In 2019, EAWC-TV, having secured EAWD's first customer, has placed a $ 550,000 order for a solar
powered atmospheric water generator ("AWG") for one of its customers. EAWC-TV and the Company on December 13, 2019 agreed
to accept a $ 303,742 reduction in the balance owed by EAWD to EAWC-TV as a deposit with EAWD related to this order. The deposit was satisfied
through delivery of the equipment. The equipment was built in Germany.

and EAWC-TV agreed as it had done in 2019, to clear the outstanding balances in the D/T/F EAWC-TV and the outstanding balance it carried
in its accounts payable account for administrative services, which it did on December 26, 2020 which resulted in an additional down payment
of $ 193,497. 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 December 31, 2023 and 2022 were $ 0 and
$ 52,761, respectively.

 Virhtech
Gmbh

 As of December
31, 2023 and 2022, the Company owed Virhtech Gmbh, a related party of the Company, $ 16,900 and $ 27,029, respectively, for services performed
for the Company and is classified as accounts payable – related party on the consolidated balance sheets.

 Officer and
investor deposits

 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.

 Note 13. Shareholders'
Deficit

 Preferred
Stock

 Authorized: 500,000,000 shares
of voting preferred stock with a par value of $0.001. As of both December 31, 2023 and 2022, the Company had 9,780,976 shares of preferred
stock issued and outstanding, respectively.

 F- 19

 Common Stock

 Authorized: 1,000,000,000 shares
of voting common stock with a par value of $0.001. As of December 31, 2023 and 2022, the Company had 268,040,179 and 182,934,483 shares
of common stock outstanding, respectively.

 During the year
ended December 31, 2023, the Company engaged in the following equity events:

 Sale of Common Stock and
Subscriptions

 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 January 1, 2023 through March 31, 2023, the Company
sold 13,674,000 shares of the Company's common stock to investors for an aggregate purchase price of $ 310,700, which were
all issued in the second quarter of 2023.

 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 2,550,000 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

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

 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.

 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.

 In the fourth quarter of
2023, the holder of our convertible debt elected to convert $ 50,000 in principal, $ 3,682 in accrued interest and $ 900 in
other fees into 3,496,616 shares of common stock.

 Return of shares
in settlement 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 have entered into a settlement agreement whereby the Company agreed to pay the
defendants $ 120,000
in return for the defendants' surrender of an aggregate 266,634
shares of the Company's 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.

 Shares issued for services

 On October 6, 2023, the Company
issued 56,975 shares of the Company's common stock to a vendor for services valued at $ 5,000.

 On November 11, 2023, the
Company issued 459,279 shares of the Company's common stock to a vendor for services valued at $ 15,000.

 F- 20

 During the year
ended December 31, 2022, the Company engaged in the following equity events:

 36,443,736 common shares issued for $ 36,444 for the sale of shares,

 500,000 common shares were issued for $ 500 for a commitment fee,

 1,574,546 common shares issued for $ 1,574 in marketing and consulting,

 540,716 common shares were issued for $ 541 to convertible note holders in satisfaction of their notes, and

 34,842 common shares were issued for $ 35 to pay interest and fees.

 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).

 F- 21

 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 December 31, 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.

 Leases

 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.

 Our operations in Germany
are located at the office address otto-Hahn-Strasse 8 – 22941 Bargteheide, Germany. Our Telephone number is +49 45 3299 19500. The
Company signed a lease agreement for two years effective in October 2023.

 Our office in Mexico is located
in SM6 M1 L1 Piso 5 Corporativo Malecon Americas Sm6aF Cancun Quintana Roo. Cp. 77503, Mexico. Office services are contracted for on a
month-to-month basis in this Address.

 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 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. Income Taxes

maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between carrying amounts of the
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The net deferred tax asset has been
fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The Company did not have
an income tax provision or benefit for the years ended December 31, 2023 and 2022. The Company has incurred losses and therefore has provided
a full valuation against net deferred tax assets as of December 31, 2023 and 2022.

 F- 22

 The items accounting
for the difference between U.S. and foreign income taxes at the effective statutory rate and the provision for income taxes for the years
ended December 31, 2023 and 2022 were as follows:

 Schedule of provision for income taxes

 2023

 2022

 Income tax benefit at U.S. statutory rate of 21%

 Net operating loss – U.S. – federal

 $
 ( 720,896
)

 $
 ( 169,906
)

 State income tax net of Federal benefits – U.S.

 ( 63,401
)

 ( 35,154
)

 Non-deductible expenses – U.S.

 165,611

 54,953

 Net operating loss - foreign

 ( 2,438
)

 ( 249,864
)

 Temporary differences

 —

 ( 762,687
)

 Change in valuation allowance – U.S.

 377,280

 912,794

 Change in valuation allowance – foreign

 243,844

 249,864

 Total provision for income tax – U.S. and foreign

 $
 —

 $
 —

 The Company's approximate net
U.S. and foreign deferred tax assets as of December 31, 2023 and 2022 were as follows:

 Schedule of deferred tax assets

 2023

 2022

 Deferred tax assets

 Book to tax difference – fixed assets

 $
 402,131

 $
 506,826

 Stock based compensation

 —

 Right of use asset

 ( 72,825

)

 —

 Operating lease liability

 72,825

 —

 Net operating loss carry forward – U.S.

 3,278,131

 2,796,738

 Net operating loss carry forward – foreign

 572,887

 329,043

 Total deferred tax assets – U.S. and foreign

 4,253,732

 3,632,607

 Valuation allowance – U.S. and foreign

 ( 4,253,732
)

 ( 3,632,607
)

 Net deferred tax assets

 $
 —

 $
 —

 Net operating
loss carry-forwards for U.S. federal and state in the amount of approximately $ 13.0
million, and for foreign of $ 2.6
 million, will expire beginning December 31, 2033.

 The net change
in the valuation allowance for the years ended December 31, 2023 and 2022 was an increase of $ 377,280 and
$ 912,794, respectively. The valuation allowance increased as a result of losses in the current period. The net change in the foreign valuation
allowance for the years ended December 31, 2023 and 2022 was an increase of $ 243,844 and
$ 249,864 respectively. The valuation allowance increased as a result of losses in the current period.

subject to U.S. federal income tax as well as income tax in multiple state and non-U.S. jurisdictions. The Company's federal and
state tax returns for the previous three years remain open for audit. With respect to material non-U.S. jurisdictions in which we operate,
we have open tax years ranging from 2 to 10 years.

 Note 16. Subsequent Events

 Since
January 12, 2024, the date the Company filed its Quarterly Report on Form 10-Q for the quarter ended September 31, 2023, the Company has
engaged in the following equity events:

 On January 17, 2024, the Company issued 7,913,836 shares of common
stock to GS Capital Partners, LLC for conversion of $ 75,000 of principal, $ 3,238.36 of accrued interest and $ 900 in other
fees on the convertible loan payable.

 On February 5, 2024, the Company issued 700,000 shares of the Company's
common stock to investors for an aggregate purchase price of $ 15,000.

 On February 7, 2024, the Company issued 1,041,667 shares of the Company's
common stock to investors for an aggregate purchase price of $ 25,000.

 On February 15, 2024, the Company entered into a convertible note agreement
with Geebis Consulting LLC, in which the Company received $ 150,000 cash proceeds. The notes bear interest at a rate of 8 % per annum and
are set to mature in August 2024.

 On March 25, 2024, the Company issued 1,400,000 and 600,000 shares of the
Company's common stock to investors for an aggregate purchase price of $ 70,000 and 30,000, respectively, pending signature of the
investors.

 On March 7, 2024, the Company entered into a convertible note agreement
with 1800 Diagonal Lending LLC, in which the Company received $ 126,000 cash proceeds. The notes bear interest at a rate of 12 % per annum
and are set to mature in December 2024.